Chemplast Sanmar Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2025

The Board of Directors present the Company’s Forty First Annual Report along with the Audited Financial Statements for the
financial year ended March 31,2025.

Financial Summary - Standalone and Consolidated

Particulars	Standalone		Consolidated
2024-25 |		2023-24	2024-25 |	2023-24
Revenue from Operations and Other income	2409	1697	4393	4003
Profit before interest, depreciation and taxes	123	(17)	266	106
Depreciation	148	107	199	151
Interest	87	33	236	181
Profit / (Loss) before tax	(112)	(156)	(169)	(226)
Tax Expenses	46	52	59	67
Profit / (Loss) after tax	(66)	(104)	(110)	(158)
Total Other Comprehensive Income for the year	422	0	478	1
Total Comprehensive Income for the year	356	(103)	368	(158)
Basic and Diluted Earnings per share (equity shares, par value ?5/- each)	(4.15)	(6.57)	(6.92)	(10.02)

Financial Performance - Standalone

On a Standalone basis, the revenue from operations and
other income increased to '' 2409 Crores for FY 2024-25
from '' 1697 Crores in FY 2023-24. Loss before Tax for FY
2024-25 was '' 112 Crores against '' 156 Crores loss in FY
2023-24.

Financial Performance - Consolidated

On a consolidated basis, the revenue from operations and
other income stood at '' 4393 Crores for FY 2024-25 against
'' 4003 Crores for FY 2023-24. Loss Before Tax for FY 2024¬
25 was ''169 Crores against '' 226 Crores in FY 2023-24.

Dividend and Transfer to Reserves

Considering the loss incurred for the FY 2024-25, the
Directors have decided not to recommend any dividend for
the FY 2024-25. The Directors also do not recommend any
transfer to reserves.

Share Capital

The Company’s paid-up equity share capital stood at '' 79.06
Crores as on March 31, 2025, consisting of 15,81,09,574
equity shares of ''5/- each. There is no change in the share
capital of the Company.

Borrowings

The total borrowings, including interest accrued, on a
consolidated basis stood at '' 1840.60 Crores as on March
31,2025 as against '' 1542.28 Crores as on March 31,2024.

Capacity Expansion

During the year, the Company commissioned Phase 2
multipurpose facility for Custom Manufactured Chemicals
at Berigai.

Statement of Company''s Affairs

Chemplast Sanmar Ltd (CSL) is a leading Speciality
chemicals manufacturer in India with focus on Speciality
Paste PVC resin and custom manufacturing of starting
materials and intermediates for pharmaceutical, agro¬
chemical and fine chemicals sectors. CSL is the largest
manufacturer of Speciality Paste PVC resin in India. In
addition, CSL is also the fourth largest manufacturer of
Caustic Soda and the largest manufacturer of Hydrogen
Peroxide in South India and the oldest manufacturer of
Chloromethanes in India.

I. Speciality Chemicals
PVC Paste Resin

(FY = Financial Year and Q=Quarter)

The domestic demand for Speciality Paste PVC Resin
in FY 2024-25 registered a healthy growth of 9%,
growing from 161 kt in FY 2023-24 to 176 kt in FY
2024-25. With additional volume from the new facility
at Cuddalore, the Company registered a growth of 26%
in sales volumes, registering market share of 55% (up
from 44% last year).

Indian demand for artificial leather grew on the back
of growth of allied industries and consumer spending
in India for footwear and other essential items of daily
use.

The demand in US and Europe was weak due to high
inflationary pressures and rising interest rates while
Chinese demand was also lower than usual due to the
country’s economic downturn. The Russia-Ukraine
war also affected the sales by European producers into

Russia, resulting in more quantities being dumped into
India.

The Company has been working with the regulatory
authorities to counter this very serious problem of
dumping. During the year, anti-dumping duties have
been imposed on imports from a few countries and
another investigation is ongoing on dumping from
certain other countries.

The new Paste PVC facility at Cuddalore was
commissioned towards the end of the last financial
year. This year, the operations of this new facility have
been steadily ramped up and have reached 100% by
the end of the year.

The Company recorded the highest ever production
and sale of Speciality Paste PVC Resin during FY
2024-25, with a 26% growth in Sales volumes for FY
2024-25.

Custom Manufactured Chemicals

The Custom Manufactured Chemicals business
manufactures advanced intermediates for global
innovators and originators in the Pharmaceutical and
Agrochemical markets. The Company markets unique
chemistry and process capabilities to its customers
based on which customers approach the Company
with projects for products that they wish to outsource.
Therefore, unlike other chemical companies, the
Company does not have a catalogue of products to
sell. The Company is well renowned in the industry for
its ability to handle various chemistries and chemicals.
The Company offers a world-class research and
development capability combined with a broad range
of chemical technologies at production scale.

In addition, the Company is also well known for
its Environmental and Safety stewardship. In fact,
customers use this as the first criterion for screening
before they decide to work with a supplier. The
Company is also unique in having, internally, access
to many basic starting materials important for this
business - such as Caustic, Chlorine, Hydrogen &
Chloromethanes as also the ability to handle gases like
Ethylene.

The Company has long-standing partnerships and
relationships with global innovator companies in
the agro chemical and pharmaceutical space. The
Company focusses on engaging with its customers at
an early stage of the life cycle of a product to ensure
this. Global innovator companies are increasing
their outsourcing pie constantly. This, together with

the China 1 strategy of the innovators, is resulting
in increased enquires for Indian players including
Chemplast Sanmar.

Due to its efforts over the years in building relationships
and partnerships, the Company has a strong pipeline of
products under various stages of development. Many
of these will require the Company to make investments
in new capacity in the coming months and years. The
Company has already committed to invest to set up a
world class facility to accommodate the new product
pipelines. Phase 1 of the new production block was
successfully commissioned in FY 23-24 and Phase 2
was commissioned in December 2024. Apart from this,
the Company had commissioned a new R&D block
this year. This year, the Company has signed multiple
letters of intent with global agrochemical innovators
for the manufacture of advanced intermediates.

During the year, in spite of ongoing weak global
demand and inventory rationalisation in speciality
chemicals, Company saw strong ongoing demand for
the new molecules which were commercialised during
last year.

II. Value added Chemicals
Chloromethanes

During FY 2024-25, more capacities for
Chloromethanes were added in the country, especially
in South India, thereby increasing the supply in the
market.

The demand for Methylene dichloride was stable
during the year from both Pharma and Polyurethane
foam segments, and grew by 6% to reach 425
KT. Though end product demand for Methylene
dichloride from the key sectors was stable, the
excess supply scenario severely impacted domestic
prices. On a positive note, the shift in refrigerant gas
demand from HydroChloroFluoro Carbons (HCFC) to
HydroFluoroCarbons (HFC) is likely to increase the
demand for Methylene Chloride in the coming years.

Chloroform too witnessed headwinds despite near
normal demand from key sectors like Pharma,
Footwear, Polymer and Adhesives, due to excess
availability of material in the domestic market.
Demand from the refrigerant gas segment dropped by
50% starting January 2025, in line with the Montreal
Protocol quota reduction for HCFC - 22. Prices of
Chloroform continued to remain low following intense
competition from domestic players for the available
market besides regular import arrivals in bulk.

The market demand for Carbon tetrachloride (CTC)
during the year remained stable. Increased supply
forced producers to adjust prices downwards through
the year. During the coming year, recovery in synthetic
pyrethroids demand is expected to help stabilise the
market prices for CTC.

Caustic Soda

Being a very basic alkali with a strong correlation
between economic activity and consumption, Caustic
Soda witnessed a steady demand during the year,
driven largely by the Alumina and Paper and Pulp
sectors. Prices by and large remained stable to bullish
for most quarters of FY 2024-25. This was mainly due
to stronger Asian prices for Caustic Soda, driven by
weaker demand for chlorine derivatives. Indian players
were able to take advantage of stronger international
prices, and exported to the Middle East, Africa and
South East Asia. Demand from Textile segment
improved during the year.

Prices for caustic saw a jump of around 20% through
FY 2024-25 in North East Asia, from $400 pdmt to
$485 pdmt. The prices appear to have peaked during
Q4 FY25. 2025-26 has started with trade uncertainties
between different geographies, which is expected to
soften demand across different segments and thus
prices.

Hydrogen Peroxide

The Hydrogen Peroxide market saw capacity addition
during the second half of the year by competition.
Increased volumes of Hydrogen Peroxide were
imported into India from Bangladesh, following
political developments impacting demand in that
country. These increased volumes put pressure on
prices in India.

The demand from Paper and Pulp, Textile segments
were stable to strong through the year. The increased
availability from new capacity and lower price imports
from Bangladesh would continue to remain a challenge
for the industry during FY 2025-26.

Performance of Subsidiary:

Chemplast Cuddalore Vinyls Limited (CCVL)

The Company’s wholly owned subsidiary, CCVL,
incurred a Loss before tax of '' 56 Crores for FY 2024¬
25 against '' 69 Crores loss for FY 2023-24. The Loss
after tax for FY 2024-25 was '' 44 Crores, as against
loss of '' 54 Crores in FY 2023-24.

CCVL is the second largest manufacturer in India

of Suspension PVC resin. The domestic demand of
Suspension PVC in FY 2024-25, at 4.38 Million mt, was
healthy, registering a year-on-year growth of close to
7.5%. Import in India touched a new high of 2.89 Million
mt in the year, up by around 0.3 Million mt compared
to the previous year. While the year started well with
prices improving till July, prices quickly started to fall
subsequently and remained depressed for the rest
of the year as the demand in the rest of the world
remained weak for a variety of reasons. There was a
flood of low-priced imports into India, particularly from
China. This led to a situation where market sentiments
in India tended towards maintaining low inventory in
the anticipation of further price decreases. Margins
were therefore adversely impacted, though there was
a marginal improvement as compared to the previous
year. The domestic Suspension PVC industry has
represented to the Government for the imposition of
anti-dumping duties and the Company is confident
that these efforts will bear fruit in the year ahead.

Agreements - Green Energy (Wind and Solar)

In February 2025, the Company and its wholly owned
subsidiary (WOS) Chemplast Cuddalore Vinyls Limited
(CCVL) had entered into Power Purchase Agreement
with JSW Green Energy Nine Limited (SPV) and a
Share Subscription and Shareholders’ Agreement with
JSW Neo Energy Limited and JSW Green Energy Nine
Limited. These Agreements, entered into under Group
Captive Power Scheme, would enable the Company
and CCVL to source environment friendly Green
Energy (Wind and Solar) for captive consumption on a
long-term basis and would help in reducing the energy
costs of the Company and CCVL significantly in the
years to come.

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Management Discussion and
Analysis Report for the year under review, is presented
in a separate section as Exhibit A, forming part of the
Annual Report.

Corporate Governance Report

The report on corporate governance along with a
certificate from the Practising Company Secretary as
required under the Listing Regulations is annexed to
this Report as Exhibit B.

The Managing Director and the Chief Financial Officer

have submitted a certificate to the Board regarding the
financial statements and other matters as required
under Regulation 17(8) read with Schedule II of Part
B of the Listing Regulations which is annexed to the
report on corporate governance.

The Board and senior management personnel have
affirmed that they have complied with the Code
of Conduct of the Company. A declaration from
Mr Ramkumar Shankar, Managing Director, as required
under Regulation 34(3) and Schedule V (D) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 to this effect is annexed to the
report on corporate governance.

Business Responsibility and Sustainability Report

In terms of Regulation 34 (2) (f) of the Listing
Regulations, Business Responsibility and Sustainability
Report is presented in a separate section, forming part
of this Report as Exhibit C.

Safety and Environment

The Company is systematically working towards
creating a "Zero Harm Culture" by implementing
various standards like ISO 45001, Responsible Care
Codes, Process Safety Management and Behaviour
Based Safety practices.

A. Responsible Care Codes: It is a voluntary
initiative, which goes beyond legislative and
regulatory compliance and commits companies
towards continual improvement in Safety, Health
and Environment. This consists of 7 codes.

Responsible Care Codes

1. Process Safety Code: Helps in establishing
risk-based awareness of the safety impacts
due to technology, facilities and personnel.

2. Employee Health and Safety Code: Enables
achieving Zero accidents and Zero injuries or
harm to human health and the environment.

3. Pollution Prevention Code: Achieves
ongoing reductions in the amount of all
contaminants, and pollutants released to
the air, water and land.

4. Emergency Response Code: Guide
companies to prepare a set of detailed
emergency plans, based on potential risks a
facility might face.

5. Distribution Code: To prevent or mitigate

the consequences of incidents during
distribution activities to the General public,
Environment, Employees customer etc.

6. Product Safety and Stewardship Code: To

understand, manage and communicate
the health and environmental impacts of
chemical products.

7. Security Code: To reduce the potential
for theft and subsequent misuse, the
intentional release of chemicals or sabotage
of chemical processes causing a release in
fixed facilities.

B. SANSAFE - Transforming Safety Culture:

The Company has engaged the reputed agency
DSS (formerly called as Dupont Sustainable
Solutions) to implement Risk Based Process
Safety Management and Behaviour Based Safety
Management with the view of Transforming
Safety Culture to the highest level.

C. Safety Performance:

The Company continues to focus on leading
indicators such as hazard reporting and
elimination, near miss reporting, employee''s
suggestions to improve process safety and work
place safety. Software has been implemented to
aid the above.

D. Awards

• Mettur Plant III has received the "Sword of
Honour" for Occupational Health and Safety
Performance from British Safety Council in
October 2024.

• Chemplast Sanmar has received "ICC-
EPSILON CARBON" Certificate of Merit for
Best Compliant Company for Distribution
code from Indian Chemical Council.

Finance

The Company has established a good track record
with the Bankers and Financial institutions, thereby
enjoying their full confidence.

During the last week of December 2024, CRISIL
Ratings reaffirmed Chemplast Sanmar Limited''s and
its wholly owned subsidiary, Chemplast Cuddalore
Vinyl Limited''s credit ratings to AA- (long term), with
outlook reaffirmed "Negative" as earlier. CRISIL has
also reaffirmed short term rating of A1 , which is the
highest rating possible.

Dividend Distribution Policy

Pursuant to the provisions of Regulation 43A of the
Listing Regulations, 2015, as amended, the Board
of Directors has approved the Dividend Distribution
Policy and the said Policy is available in the following
link https://www.chemplastsanmar.com/downloads/
i n vestor- relations/csl-pol icies/d i vidend-distri bution-
policy.pdf

Change in the Nature of Business

There was no change in the nature of business of the
Company during the financial year.

Risk Assessment and Management

The Company has a well-defined Risk Management
System. The Board of Directors have constituted a
Risk Management Committee to monitor and oversee
the Risk Management System. The composition of the
Risk Management Committee, terms of reference and
number of committee meetings held during the year
under review are given in the Corporate Governance
report.

The Risk Management Policy of the Company, as
recommended by the Risk Management Committee
and approved by the Board of Directors of the
Company, can be accessed in the Company’s website
using the link https://www.chemplastsanmar.com/
d own load s/in vestor-relations/csl-policies/risk-
management-policy.pdf. The Risk Management
System of the Company ensures that all risks that the
organisation faces including strategic, financial, credit,
operational, market, liquidity, security, property, legal,
regulatory, IT, reputational and other risks are identified
and the impact assessed. Mitigation plans are then
drawn up and these plans are effectively reviewed and
implemented.

Internal Control Systems

Adequate internal controls, systems, and checks
are in place, commensurate with the nature of the
Company’s business and size. The management
exercises financial control on the operations through
a well-defined budget monitoring process and other
standard operating procedures.

Internal audit for the year 2024-25 was carried out
by RGN Price & Co, Chartered Accountants, covering
all significant areas of operations. All significant
observations of the Internal Auditors are placed before
the Audit Committee, together with corrective actions.

The Internal Auditors monitor and evaluate the efficacy
and adequacy of internal control in the Company,
and compliance with operating systems, accounting
procedures and policies at all locations of the
Company. Based on the reports of Internal Auditors,
the management undertakes appropriate corrective
action in their respective areas.

Internal Financial Control over Financial Reporting

The Company has in place adequate internal financial
controls with reference to the Financial Statements.
Such controls have been assessed during the year
taking into consideration the essential components of
internal controls stated in the Guidance Note on Audit
of Internal Financial Controls over Financial Reporting
issued by The Institute of Chartered Accountants
of India. Based on the results of such assessment
carried out by management with the help of the
internal auditors, no reportable material weakness or
significant deficiencies in the design or operation of
internal financial controls were observed.

Deposits

During the year under review, the Company has not
accepted any public deposit within the meaning of
the provisions of The Companies Act, 2013 and The
Companies (Acceptance of Deposits) Rules, 2014 and
as on March 31,2025, the Company did not have any
outstanding public deposit.

Particulars of loans, guarantees or investments
under Section 186 of the Companies Act, 2013

Particulars of investments and guarantees under
Section 186 of the Companies Act, 2013 are given in
the Notes forming part of the Financial Statements for
the year ended March 31,2025.

The Company has not given any loans under the
provisions of Section 186 of the Companies Act, 2013.

Consolidated Financial Statements

Consolidated Financial Statements are prepared
by the Company in accordance with the applicable
Indian Accounting Standards (Ind AS) issued by the
Ministry of Corporate Affairs and the same together
with Auditors’ Report thereon form part of the Annual
Report. The financial statements have been prepared
as per Division II of Schedule III issued by the Ministry
of Corporate Affairs vide its Notification dated April
6,2016 as amended from time to time.

Subsidiary

Chemplast Cuddalore Vinyls Limited continues to
be the wholly-owned subsidiary of the Company.
The details on operations / performance of the said
subsidiary during the year under review are given
hereinabove.

Pursuant to the requirements of Regulation 34(3)
read with Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015, the
details of investments made in the subsidiary and the
details of guarantees issued by the Company to the
lenders of the wholly-owned subsidiary have been
furnished in the Notes forming part of the Accounts.

A statement containing the salient features of the
financial statements of the Company’s wholly-owned
subsidiary under the provisions of Section 129(3)
of the Companies Act 2013 read with Rule 5 of the
Companies (Accounts) Rules 2014 has been annexed
in prescribed Form AOC 1 as Annexure 6.

The audited financial statements of the wholly-owned
subsidiary Company are placed on the Company’s
website www.chemplastsanmar.com

The Company does not have any joint venture or
associate Company during the year or at any time after
the closure of the year and till the date of the report.

Related Party Transactions

There are no contracts / arrangements / transactions
which are not at arm’s length basis and there are no
material contracts / arrangements / transactions.
Accordingly, particulars of contracts or arrangements
with related parties referred to in Section 188 (1) along
with the justification for entering into such contract or
arrangement in Form AOC-2 does not form part of the
report.

The Policy on Related Party Transactions as approved
by the Board is uploaded on the Company’s website
and is available in the following link https://www.
chemplastsanmar.com/downloads/investor-
relations/csl-policies/related-party-transaction-
policy.pdf

Significant and Material Orders passed by the
Regulators or Courts or Tribunals impacting the
going concern status of the Company

There were no significant and material orders passed
by the Regulators or Courts or Tribunals which would
impact the going concern status of the Company and
Company’s operations in future.

Material Changes and Commitment affecting the
financial position of the Company that occurred after
March 31, 2025

There were no material changes and commitments
affecting the financial position of the Company, which
have occurred between the end of the financial year to
which the Financial Statements relate to and the date
of this report.

Directors and Key Managerial Personnel

Mr Sumit Maheshwari (DIN:06920646) Non-Executive
Director, is liable to retire by rotation pursuant to Section
152 (6) of the Companies Act, 2013. Being eligible, he
offers himself for re-appointment. As recommended
by the Nomination and Remuneration Committee of
Directors, the Board of Directors at its meeting held
on May 13, 2025 has approved his reappointment,
liable to retire by rotation and recommended to
the Shareholders for their approval at the ensuing
41^st Annual General Meeting.

The Board of Directors, at its meeting held on May
13, 2025, on the recommendation of Nomination
and Remuneration Committee has approved the
appointment of Mr Vikram Taranath Hosangady

(DIN: 06920646) as a Non-Executive and Independent
Director of the Company for a term of five (5)
consecutive years, subject to the approval of

shareholders at the ensuing 41 ^st Annual General
Meeting of the Company. Mr Vikram Taranath

Hosangady has also submitted declaration stating
that he meets the criteria of independence as

provided in Section 149(6) of the Companies Act,
2013 and under the applicable Regulations of Listing
Regulations. The Company has received a notice
under Section 160 of the Companies Act, 2013 from a
member of the Company, proposing the appointment
of Mr Vikram Taranath Hosangady as a Non-Executive
Independent Director of the Company for a term of five
(5) consecutive years, not liable to retire by rotation.

The Independent Directors of the Company have
submitted declarations stating that they meet the
criteria of independence as provided in Section 149(6)
of the Companies Act, 2013. Based on the declarations
received from all the Independent Directors and in the
opinion of the Board, all the Independent Directors
possess integrity, expertise, experience and proficiency
and are independent of the management.

Pursuant to the provisions of Section 203 of the
Companies Act, 2013 read with the rules thereunder,
the Key Managerial Personnel (KMP) of the Company

are Mr Ramkumar Shankar, Managing Director,
Mr N Muralidharan, Chief Financial Officer and Mr M
Raman, Company Secretary. They are also the KMPs of
the Company’s wholly-owned subsidiary, Chemplast
Cuddalore Vinyls Limited.

Directors'' Responsibility Statement

To the best of our knowledge and belief and according
to the information and explanations obtained by us,
your Directors make the following statements in terms
of Section 134(3)(c) of the Companies Act, 2013:

(a) In the preparation of the annual accounts for
the year ended March 31, 2025, the applicable
accounting standards have been followed by the
Company.

(b) The Directors have selected such 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 as at March
31,2025 and of the loss of the Company for the
year ended on that date.

(c) 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.

(d) The Directors have prepared the annual accounts
of the Company on a going concern basis.

(e) 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.

(f) The Directors have laid down internal financial
controls to be followed and confirm that such
internal financial controls were adequate and
operating effectively.

Number of Board Meetings

During the year, the Board of Directors met Nine
(9) times as per details furnished in the Corporate
Governance Report.

Audit Committee

The Members of the Audit Committee met Six (6) times
during the financial year under review. The details
of the constitution of the Audit Committee, terms of
reference and the meetings held during the financial

year have been stated in the Corporate Governance
Report.

During the year under review, all the recommendations
made by the Audit Committee were accepted by the
Board.

Nomination and Remuneration Committee

The Members of the Nomination and Remuneration
Committee met four (4) times during the financial year
under review. The details of the constitution of the
Nomination and Remuneration Committee, terms of
reference and the meetings held during the financial
year have been stated in the Corporate Governance
Report.

The Policy on formal Annual Evaluation by the Board
can be accessed through the following link https://
www.chemplastsanmar.com/downloads/investor-
relations/csl-policies/2024/Nomination and
Remuneration Policy and Board Evaluation Policy.
pdf

Stakeholders Relationship Committee

The Members of the Stakeholders Relationship
Committee met once (1) during the financial year
under review. The details of the constitution of
the Stakeholders Relationship Committee, terms
of reference have been stated in the Corporate
Governance Report.

Risk Management Committee

The Members of the Risk Management Committee met
two (2) times during the financial year under review.
The details of the constitution of the Risk Management
Committee, terms of reference have been stated in the
Corporate Governance Report.

Corporate Social Responsibility Committee

The Members of the Corporate Social Responsibility
Committee met once (1) during the financial year
under review. The details of the constitution of the
CSR Committee have been stated in the Corporate
Governance Report.

Board Evaluation

Pursuant to the provisions of the Companies Act,
2013, the Board has carried out evaluation of its own
performance, the Directors individually and evaluation
of working of the committees of the Board during the
financial year 2024-25 as per the criteria laid down
by Nomination and Remuneration Committee. The
evaluation process contained various aspects of the

functioning of the Board and its committees and their
roles, frequency of meetings, level of participation, and
independence of judgement, performance of duties
and obligations.

The Board expressed its satisfaction on the
performance of all the Directors, Board and its
committees which reflected the overall engagement
of the Directors, the Board and its committees of the
Company.

Familiarisation Programme for the Independent
Directors:

The details with respect to familiarisation programme
for the Independent Directors are furnished in the
Corporate Governance Report.

Personnel

I ndustrial relations with employees remained cordial
during the year. Human Resource Development
activities continued to receive considerable attention.
The emphasis was on imparting training and
developing the skill set of employees to enable them
face the challenges in an increasingly complex work
environment.

Particulars of employees

Disclosure pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is annexed to this Report as Annexure 3.

Statement containing particulars of employees drawing
remuneration in excess of limits prescribed under
Section 197 (12) of the Act read with Rule 5 (2) and
5 (3) of the Companies (Appointment and Remuneration
of Managerial Personnel), Rules, 2014 is provided in
the Annexure forming part of this report. In terms of
proviso to Section 136 (1) of the Act, the Report and
Accounts are being sent to the Shareholders excluding
the aforesaid Annexure. The said Statement is open
for inspection. Any member interested in obtaining a
copy of the same may write to the Company Secretary.

Disclosure under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013

The Company has complied with the provisions of
Section 4 of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013, in regard to constitution of an internal Committee
as prescribed. During the year, there were no cases

filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
201 3.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism Policy to deal
with an instance of fraud or mismanagement, if any.
The Directors are pleased to report that during the year
under review, no untoward or fraud case was reported.

The Company has adopted an ethical code of conduct
for the highest degree of transparency, integrity,
accountability and corporate social responsibility. Any
actual or potential violation of the Code would be a
matter of serious concern for the Company.

This policy has been formulated with a view:

• To provide a mechanism for employees of the
Company and other persons dealing with the
Company to report to a person nominated by
the Audit Committee, any instance of unethical
behaviour, actual or suspected fraud or violation
of the Company’s Ethics Policy.

• To safeguard the confidentiality and interest of
such employees / other persons dealing with the
Company against victimisation, who notice and
report any unethical or improper practices and

• To appropriately communicate the existence of
such mechanism, within the organisation and to
outsiders and

• To ensure that no personnel is denied access to
the Chairman of the Audit Committee in respect
of reporting any of above instances.

Corporate Social Responsibility (CSR)

In the year under review, the Company continued to
work closely with the communities around its plants,
with an emphasis on making a tangible difference to
their quality of life.

As mandated by the Companies Act, 2013 and the
rules framed thereunder, the Company has formulated
a Policy on CSR and has constituted a CSR Committee
to recommend and monitor expenditure on CSR.

Details of CSR Expenditure, in the prescribed
format, form part of this Report and are enclosed as
Annexure 2.

Statutory Auditors

BSR & Co. LLP Chartered Accountants (Firm
Registration No. 101248W/W-100022) were appointed

CHEMPLAST SANMAR LIMITED

Annual Report 2024-25

DIRECTORS'' REPORT (CONTD.)

as the Statutory Auditors of the Company for a
period of 5 years, from the conclusion of 38^th Annual
General Meeting to 43^rd Annual General Meeting of the
Company, that is, for the Financial Years 2022-23 to
2026-27.

Internal Auditors

RGN Price & Co. LLP Chartered Accountants (Firm
Registration No.002785S) are the Internal Auditors of
the Company.

Cost Records, Audit and Auditor

Pursuant to Section 148(1) of the Companies Act,
2013 and rules thereunder, the Company is required to
maintain cost records/ accounts as specified therein
in respect of its products and the Company maintains
cost records/ accounts in the prescribed format.

As per provisions of 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 the
products of the Company are required to be audited.
The Company had appointed N. Sivashankaran &
Co, Cost & Management Accountants, Chennai (Firm
Registration No. 100662) as cost auditors to audit the
cost accounts of the Company for the Financial Year

2024- 25.

As recommended by the Audit committee, the Board
of Directors at its meeting held on May 13, 2025 has
also approved the appointment of N. Sivashankaran &
Co, Cost & Management Accountants, Chennai (Firm
Registration No. 100662) as cost auditors to audit the
cost accounts of the Company for the Financial Year

2025- 26.

The Cost Auditors have given a Certificate to the effect
that the appointment is within the prescribed limits
specified under Section 141 of the Companies Act,
201 3.

As required under the Companies Act, 2013, the
remuneration payable to the cost auditors for
FY 2025-26 is placed before the Members for their
ratification.

Secretarial Audit

The Board of Directors had appointed B Ravi &
Associates, Company Secretaries in Practice, Chennai
to carry out the Secretarial Audit of the Company
for the Financial Year 2024-25. The Report of the
Secretarial Auditor is annexed herewith as Annexure 4
and forms part of this Report.

Pursuant to Regulation 24A of the Listing Regulations,
the Secretarial Audit Report issued by B Ravi &
Associates, Company Secretaries in Practice, Chennai
to the Company’s material unlisted subsidiary
Chemplast Cuddalore Vinyls Limited is also annexed
herewith as Annexure 5.

Pursuant to the Regulation 24A (1) (b) of SEBI
(Listing obligations and Disclosure Requirements)
Regulations, 2015 read with Section 204 of Companies
Act, 2013 and Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors have appointed B Ravi &
Associates (Firm Registration No. P2016TN052400;
Peer Review Certificate Number 930/2020), Company
Secretaries in Practice, Chennai as Secretarial Auditor
for a term of five (5) years from the Financial Year
2025-26.

Explanations or comments on the qualification,
reservation, adverse remark or disclaimer made by
the Statutory Auditors or by the Company Secretary
in Practice in their report (Secretarial Auditor)

For the year under review, there is no qualification,
reservation or adverse remark or disclaimer made
by the Statutory Auditor or Secretarial Auditor of the
Company. The report of the Statutory Auditor forms
part of the financial statement. The Report of the
Secretarial Auditor is annexed herewith as Annexure 4
and forms part of this Report.

During the year under review, there were no material or
serious instances of fraud falling within the purview of
Section 143(12) of the Companies Act, 2013 and rules
made thereunder by officers or employees reported
by the Statutory Auditor of the Company during the
course of the audit conducted.

Secretarial Standards

The Board confirms compliance with the Secretarial
Standards notified by the Institute of Company
Secretaries of India, New Delhi and applicable to the
Company.

Annual Return

Draft Annual return in Form MGT 7 as on March 31,2025
is available on the Company’s website at https://www.
chemplastsanmar.com/downloads/cslfinancials/
CSL-Extract-of-Annual-Return-MGT-7-2024-25.pdf

Green initiative

The Directors would like to draw your attention to
Section 20 of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules

2014, as may be amended from time to time, which
permits paperless compliances and also service of
notice/documents (including annual report) through
electronic mode to its members. To support this green
initiative of the Central Government in full measure, the
Company appeals to all those members who have not
registered their e-mail addresses so far, to register
their e-mail address in respect of electronic holdings
with their concerned Depository Participants and / or
with the Company.

Further, the Company will also send the Annual Report
for the Financial Year 2024-25 to all the shareholders
only through electronic means as per the relaxations
provided by MCA Circulars dated May 5, 2020, January
13, 2021, December 14, 2021, May 5, 2022, December
28, 2022, September 25, 2023 and September 19,
2024 and SEBI Circulars dated May 12, 2020, January
15, 2021, May 13, 2022, January 5, 2023, October 7,
2023 and October 3, 2024 which enhances the Green
initiative measures taken by the Company.

Other disclosures

During the year under review, there were no:

a) Issues of Equity Shares with differential voting
rights, dividend or otherwise as per Section 43(a)
(ii) of the Companies Act 2013;

b) Issues of shares including Sweat Equity Shares
to the employees of the Company under any
scheme as per provisions of Section 54 (1) (d) of
the Companies Act, 2013;

c) Instances of non-exercising of voting rights
in respect of shares purchased directly by
employees under a scheme pursuant to Section
67 (3) of the Companies Act, 2013 and

d) Revisions to the financial statements.

Other Particulars

Additional information on conservation on energy,
technology absorption, foreign exchange earnings and
outgo as required to be disclosed in terms of section
134(3)(m) of the Companies Act, 2013, read with Rule
9 of the Companies (Accounts) Rules 2014 is set out in
Annexure 1 and forms part of this Report.

Acknowledgements

The Board of Directors thank the customers, vendors,
bankers, regulatory and Government authorities,
stock exchanges, business associates and all other
stakeholders for their assistance, support and
cooperation extended. The Directors also thank the
Shareholders for reposing faith on the Company’s
performance. The Board of Directors places on record
its appreciation of the committed service of all the
employees of the Company.

Cautionary Statement

Statements made in the report, including those
stated under the caption "Management Discussion
and Analysis" describing the Company’s plans,
and expectations may constitute, "forward looking
statements" within the meaning of applicable laws and
regulations. Actual results may differ materially from
those either expressed or implied.

For and on behalf of the Board
Vijay Sankar

Chennai Chairman

May 13, 2025 DIN: 00007875

---

Mar 31, 2024

The Directors have pleasure in presenting the Fortieth Annual Report along with the Audited Financial Statements for the financial year ended March 31,2024.

Financial Summary - Standalone and Consolidated

Rs. Crores
Particulars	Standalone		Consolidated
	2023-24 |	2022-23	2023-24 |	2022-23
Revenue from Operations and Other income	1,697	2,222	4,003	5,021
Profit before interest, depreciation and taxes	(17)	332	106	548
Depreciation	107	92	151	142
Interest	33	23	181	154
Profit / (Loss) before tax and exceptional items	(156)	216	(226)	252
Exceptional Items	0	(50)	0	(81)
Profit / (Loss) before tax	(156)	167	(226)	172
Tax Expenses	52	(21)	67	(19)
Profit / (Loss) after tax	(104)	146	(158)	152
Total Other Comprehensive Income for the year	0	0	1	1
Total Comprehensive Income for the year	(103)	146	(158)	153
Basic and Diluted Earnings per share (equity shares, par value '' 5/- each)	(6.57)	9.21	(10.02)	9.64

Financial Performance - Standalone

On a standalone basis, the revenue from operations and other income decreased to '' 1,697 Crores for FY 2023-24 from '' 2,222 Crores in FY 2022-23. Loss before Tax for FY 2023-24 was '' 156 Crores against profit of '' 167 Crores in FY 2022-23. The drop in revenue and profits at a standalone level was mainly due to a steep drop in prices across all products.

Financial Performance - Consolidated

On a consolidated basis, the revenue from operations and other income stood at '' 4,003 Crores for FY 2023-24 against '' 5,021 Crores in FY 2022-23. Loss Before Tax for FY 2023-24 was '' 226 Crores against profit of '' 172 Crores in FY 2022-23. The drop in revenue and profits at a consolidated level was mainly due to a steep drop in prices across all products.

Dividend and Transfer to Reserves

Considering the loss incurred for the FY 2023-24, the Directors have decided not to recommend any dividend for the FY 2023-24. The Directors also do not recommend any transfer to reserves.

Share Capital

The Company’s paid-up equity share capital stood at '' 79.06 Crores as on March 31, 2024, consisting of 15,81,09,574 equity shares of '' 5/- each. There is no change in the share capital of the Company

Borrowings

The total borrowings, including interest accrued, on a consolidated basis stood at '' 1,542.28 Crores as on March 31,2024 as against '' 1,007.97 Crores as on March 31,2023.

Capacity Expansion

During the year, the Company has commissioned Phase 1 multipurpose facility for Custom Manufactured Chemicals at Berigai and 41kt p.a Speciality Paste PVC at Cuddalore.

Statement of Company''s Affairs

Chemplast Sanmar Ltd (CSL) is a leading Speciality chemicals manufacturer in India with focus on Speciality Paste PVC resin and custom manufacturing of starting materials and intermediates for pharmaceutical, agrochemical and fine chemicals sectors. CSL is the largest manufacturer of Speciality Paste PVC resin in India. In addition, CSL is also the fourth largest manufacturer of Caustic Soda and the largest manufacturer of Hydrogen Peroxide in South India and the oldest manufacturer of Chloromethanes in India.

I. Speciality Chemicals PVC Paste Resin

(FY = Financial Year and Q=Quarter)

The domestic demand for Speciality Paste PVC Resin in FY 2023-24 remained largely stable compared to the last year. Demand was at 161 kt in FY 2023-24 as against 163 kt in FY 2022-23.

The demand in US and Europe was weak due to high inflationary pressures and rising interest rates while Chinese demand was also lower than usual due to the country’s economic downturn. The Glove industry which was a major user industry has shown a very sharp decline in demand post Covid and therefore resulted in large unused capacities.

Inspite of these global pressures, Indian demand remained largely stable at the previous year levels with the automotive sector showing some growth. Exports of leather cloth to the European Union registered a drop, which impacted demand for Paste PVC to some extent.

The global weakness in prices led to surpluses in geographies like Europe, China and SE Asia, being dumped into India at very low prices. The weighted average prices of imports came down by 16% compared to the previous year.

During the year, the Company focused on expanding its reach. The expansion project adding 41kta of Speciality Paste PVC at Cuddalore was successfully completed and the first supplies rolled out of our facility in February 2024.

The Company recorded the highest ever production and sale of Speciality Paste PVC Resin at Mettur during FY 2023-24.

The Company is confident of selling the expanded quantity of Speciality Paste PVC in the years ahead. The issue has been the dumping of large volumes of product into the Indian market at very low prices. The Company is working with the regulatory authorities to address this serious problem for Indian manufacturers, and is confident that this issue will be addressed in FY 2024-25.

Custom Manufactured Chemicals

The Custom Manufactured chemicals business manufactures advanced intermediates for global innovators and originators in Pharmaceutical and Agrochemical markets. The Company markets unique chemistry and process capabilities to its customers based on which customers approach the Company with projects for products that they wish to outsource. Therefore, unlike other chemical companies, the Company does not have a catalogue of products to sell. The Company is well renowned in the industry for its ability to handle various chemistries and chemicals. The Company offers a world-class research and development capability combined with a broad range of chemical technologies at production scale.

In addition, the Company is also well known for its Environmental and Safety stewardship. In fact, customers use this as the first criterion for screening before they decide to work with a supplier. The Company is also unique in having, within the Chemplast system, access to many basic starting materials important for this business - such as Caustic, Chlorine, Hydrogen & Chloromethanes as also the ability to handle gases like Ethylene.

The Company has long standing partnerships and relationships with global innovator companies in the agro chemical and pharmaceutical space. The Company focusses on engaging with its customers at an early stage of the life cycle of a product to ensure this. Global innovator companies are increasing their outsourcing pie constantly. This together with China 1 strategy of the innovators, is resulting in increased enquires for Indian players including Chemplast Sanmar.

Due to its efforts over the years in building relationships and partnerships, the Company has a strong pipeline of products under various stages of development. Many of these will require the Company to make investments in new capacity in the coming months and years. The Company has already committed to invest to set up a world class facility to accommodate the new product pipelines. Phase 1 of the new production block was successfully commissioned during the year and the balance Phase 2 will get completed in Q1 of the next year. Apart from this, the Company had commissioned a new R & D block and other infrastructure related to the new production block. This year, the Company had signed multiple letters of intents with a global agrochemical innovator for the manufacture of advanced intermediates and active ingredients.

During the year, due to ongoing weak global demand and inventory rationalisation in speciality chemicals, demand for some of the products was affected. However, the Company sees strong ongoing demand for the new molecules which were commercialised during this year.

II. Value-added Chemicals Chloromethanes

FY 2023-24 began on a sombre note for the Chloromethane industry as the expanded capacities that had come up in India towards the later part of FY 2022-23 started stabilising.

Estimated demand for Methylene dichloride during the year is 400kt, up from 365kt during the previous year, indicating a growth of 9.5% driven mainly by the Pharma sector which remains the single largest consumption sector. Though end product demand for Methylene dichloride from the key pharma sector was steady, the excess supply scenario forced domestic prices to head south. Further expansion within the country is likely to keep domestic prices subdued in the near term.

Chloroform too witnessed headwinds following excess availability of material in the domestic market, despite near normal demand from key sectors like Pharma, Footwear and Adhesives. Estimated demand for Chloroform during the year is 195kt, down marginally from 200kt in the last year, implying a drop of 2.5%. Prices continued to remain low following intense competition from domestic players for the available market besides regular import arrivals in bulk. Going forward, reduced HCFC-22 production quota from January 2025 would further dampen demand for Chloroform.

Estimated demand for Carbon tetrachloride during the year is 27kt, down marginally from 28kt last year, indicating a 3.5% drop. Poor demand from Synthetic Pyrethroids segment continued to haunt the industry for a large part of this year. Inventory build-up forced producers to drop prices drastically and liquidate stocks. Some improvement in buying was seen from Q4 2024 onwards, resulting in price stability. Start-up of a new plant for Cypermethrin coupled with improved operating rate of Cypermethrin producers could support prices in FY 2024-25.

Caustic Soda

Being a very basic alkali with a strong correlation between economic activity and consumption, Caustic Soda witnessed a steady demand during the year, driven largely by the Alumina and Paper & Pulp sectors. Prices by and large remained soft given the excess domestic capacity, with a brief spike towards Q3 driven by higher exports and positive global cues. Offtake from Textile sector continued to remain weak reflecting the weak global economic activity.

Going forward, commissioning of additional 400tpd capacity by a competitor during FY 2024-25 will further add to the excess supply situation in South India, our major market. Prices of Caustic Soda in Asia have gone up from a low of around $325/dmt FOB NEA to around $400/dmt FOB NEA. Further increase depends on a recovery in demand, especially in China.

Hydrogen Peroxide

During the year under review, the Company enhanced the production of Hydrogen Peroxide consequent on the availability of Hydrogen from Caustic Soda plant at Mettur. Higher offtake from Paper & Pulp segment customers coupled with a higher reach through our dealer network mitigated the slowdown in offtake from Textile sector that continued to face headwinds due to higher yarn prices. While cheaper imports from Bangladesh continue unabated, our strong presence in the South helped us in moving volumes across market segments to ensure consistent flow of orders and ensure steady sales on regular basis.

Performance of Subsidiary:

Chemplast Cuddalore Vinyls Limited (CCVL)

The Company’s wholly owned subsidiary CCVL incurred a Loss before tax of '' 69 Crores for the year ended March 31,2024 as compared to profit before tax of '' 5 Crores for FY 2022-23. The Loss after tax for FY 2023-24 was '' 54 Crores, as against a profit after tax of '' 7 Crores in FY 2022-23.

CCVL is the second largest manufacturer in India of Suspension PVC resin. The domestic demand of Suspension PVC resin in FY 2023-24, at 4 Million mt, was healthy, registering a year-on-year growth of close to 7%. However, the year witnessed a challenging situation on the price front as the demand in the rest of the world did not recover for a variety of reasons. This had a major impact on PVC demand in China, leading to significant exports of PVC to India, at very low prices. Imports into India, from the USA and China, have grown significantly over the last couple of years. This flood of low-priced imports led to a situation where market sentiments in India tended towards maintaining low inventory in the anticipation of further price decreases.

This situation led to the average price of PVC for FY 2023-24 dropping by 25% compared to FY 2022-23.

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("Listing Regulations"), the Management Discussion and Analysis Report for the year under review, is presented in a separate section as Exhibit A, forming part of the Annual Report.

Corporate Governance Report

The report on corporate governance along with a certificate from the Practising Company Secretary as required under the Listing Regulations is annexed to this Report as Exhibit B.

The Managing Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under Regulation 17(8) read with Schedule II of Part B of the Listing Regulations which is annexed to the report on corporate governance.

The Board and senior management personnel have affirmed that they have complied with the Code of Conduct of the Company. A declaration from Mr Ramkumar Shankar, Managing Director, as required under Regulation 34(3) and Schedule V (D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to this effect is annexed to the report on corporate governance.

Business Responsibility and Sustainability Report

In terms of Regulation 34 (2) (f) of the Listing Regulations, a Business Responsibility and

Sustainability Report is presented in a separate section, forming part of this Report as Exhibit C.

Safety and Environment

The Company continues to place great importance on protecting the environment and managing natural resources responsibly. These principles have been incorporated in all its operational systems, with stringent solid and hazardous waste management processes followed at all plants.

1. Process Safety Management & Behavioural

Based Safety

Chemplast Sanmar Ltd and its subsidiary,

Chemplast Cuddalore Vinyls Limited, have,

over the years, worked on establishing a ''ZERO Harm Culture’ through a systematic approach to Occupational Health, Safety and Environment (OHS&E). The Company’s efforts in this regard have been recognised with Five-Star ratings for most of its plants by the British Safety Council, as also the top Sword of Honour awards for a few of its plants. The Company has also embarked on a Process Safety Management and Behaviour-based Safety programme, to further strengthen the organisational emphasis on safe operations.

2. Process Safety Studies

During the year, the Company completed the following process safety studies and the recommendations are being implemented as part of continual risk reduction process.

1. Hazard and Operability (HAZOP) Revalidation study conducted for Plants 1, 3 and 4 at Mettur and our Karaikkal plant.

2. Safety Integrity Level - Layer of Protection Analysis (SIL - LOPA) conducted for Chemplast Sanmar Limited (CSL) Mettur Plant 2, CSL Karaikkal Plant and Cuddalore CSL PVC Paste project.

3. Custom Manufactured Chemicals (CMC) plant, Berigai has conducted Hazardous area classification (HAC), Quantitative Risk Analysis (QRA) and Lightening Protection Study (LPS) for MPB3 plant.

3. IS 14489 - Statutory Audit

IS 14489 statutory audit was conducted at Mettur, Plant 1, Plant 2 & Plant 3 and all recommendations implemented.

IS 14489 statutory audit was conducted at Karaikkal CSL plant & Berigai CMC Plant and the recommendations are under implementation.

4. Awards and Rewards

A. The following awards have been received from The Indian Chemical Council (ICC)

i. Chemplast Sanmar Limited, Mettur received "ICC - VINATI ORGANICS" AWARD FOR EXCELLENCE IN MANAGEMENT OF HEALTH & SAFETY.

ii. ICC-Nicer Globe Award for the Best Three drivers in India - Two drivers are from CSL service provider.

1) Shanmugam R - Murugan Oil Corporation (Operating for Chemplast Sanmar)

2) Kanagarajan K - Murugan Oil Corporation (Operating for Chemplast Sanmar)

B. The following awards were received from The National Safety Council Tamil Nadu Chapter for "Occupational Health, Safety & Environment Award 2023".

i. CMCD Berigai has received the highest "AWARD OF HONOUR"

ii. CSL Mettur Plant 2 and Plant 3 have received "STAR AWARD"

C. The following plants have received "SWORD OF HONOUR" for Occupational Health & Safety Performance from British Safety Council

i. CSL Mettur Plant 1 and Plant 4

ii. CSL Karaikkal Plant

Finance

The Company has established a good track record with the Bankers and Financial institutions, thereby enjoying their full confidence.

During the first week of January 2024, CRISIL Ratings reaffirmed Chemplast Sanmar Limited’s and its wholly owned subsidiary Chemplast Cuddalore Vinyl Limited’s credit ratings at AA- (long term), with outlook revised from "Stable" to "Negative". CRISIL has also reaffirmed short term rating of A1 , which is the highest rating possible.

Dividend Distribution Policy

Pursuant to the provisions of Regulation 43A of the Listing Regulations, 2015, as amended, the Board of Directors has approved the Dividend Distribution Policy and the said Policy is available at the following link https://www.chemplastsanmar.com/downloads/ investor-relations/csl-policies/dividend-distribution-policy.pdf

Change in the Nature of Business:

There was no change in the nature of business of the Company during the financial year.

Risk Assessment and Management

The Company has a well-defined Risk Management System. The Board of Directors had constituted a Risk Management Committee to monitor and oversee the Risk Management System. The Composition of the Risk Management Committee, terms of reference and number of committee meetings held during the year under review are given in the Corporate Governance Report.

The Risk Management Policy of the Company as recommended by the Risk Management Committee and approved by the Board of Directors of the Company can be accessed in the Company’s website using the link https://www.chemplastsanmar.com/downloads/ investor-relations/csl-policies/risk-management-policy.pdf. The Risk Management System of the Company ensures that all risks that the organisation faces including strategic, financial, credit, operational, market, liquidity, security, property, legal, regulatory, IT, reputational and other risks are identified and the impact assessed. Mitigation plans are then drawn up and these plans are effectively reviewed and implemented.

Internal Control Systems

Adequate internal controls, systems, and checks are in place, commensurate with the nature of the Company’s business and size. The management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures.

Internal audit for the year 2023-24 was carried out by RGN Price & Co, Chartered Accountants covering all significant areas of operations. All significant observations of the Internal Auditors are placed before the Audit Committee together with corrective actions.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control in the Company, and compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the reports of Internal Auditors, the management undertakes appropriate corrective action in their respective areas.

Internal Financial Control over Financial Reporting

The Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been assessed during the year taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of such assessment carried out by management with the help of the internal auditors, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed.

Deposits

During the year under review, the Company has not accepted any public deposit within the meaning of the provisions of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014 and as on March 31, 2024, the Company did not have any outstanding public deposit.

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

Particulars of investments and guarantees under Section 186 of the Companies Act, 2013 are given in the Notes forming part of the Financial Statements for the year ended March 31,2024.

The Company has not given any loans under the provisions of Section 186 of the Companies Act, 2013.

Consolidated Financial Statements

Consolidated Financial Statements are prepared by the Company in accordance with the applicable Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs and the same together with Auditors’ Report thereon form part of the Annual Report. The financial statements have been prepared as per Division II of Schedule III issued by the Ministry of Corporate Affairs vide its Notification dated April 06, 2016 as amended from time to time.

Subsidiary

Chemplast Cuddalore Vinyls Limited continues to be the wholly-owned subsidiary of the Company. The details on operations / performance of the said subsidiary during the year under review are given hereinabove.

Pursuant to the requirements of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the details of investments made in the subsidiary and the details of guarantees issued by the Company to the lenders of the wholly-owned subsidiary have been furnished in the Notes forming part of the Accounts.

A statement containing the salient features of the financial statements of the Company’s wholly-owned subsidiary under the provisions of Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 has been annexed in prescribed Form AOC 1 as Annexure 6.

The Audited financial statements of the wholly-owned subsidiary Company are placed on the Company’s website www.chemplastsanmar.com

The Company does not have any joint venture or Associate Company during the year or at any time after the closure of the year and till the date of the report.

Related Party Transactions

There are no contracts / arrangements / transactions which are not at arm’s length basis and there are no material contracts / arrangements / transactions. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188 (1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website and is available in the following link https://www. chemplastsanmar.com/downloads/investor-relations/csl-policies/related-party-transaction-policy.pdf

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company

There were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and Company’s operations in future.

Material Changes and Commitment affecting the financial position of the Company that occurred after March 31, 2024

There were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year to which the Financial Statements relate to and the date of this report.

Directors and Key Managerial Personnel

Mr Chandran Ratnaswami, Non-Executive NonIndependent Director retired from the Board with effect from May 10, 2024. The Board of Directors place on record its deep appreciation of the valuable services rendered by him during his tenure as Director of the Company.

The Board of Directors, at its meeting held on May 20, 2024, on the recommendation of Nomination and Remuneration Committee, approved the appointment of Mr Sumit Maheshwari, (DIN:06920646) as Non-Executive Non-Independent Director of the Company in the casual vacancy caused by the retirement of Mr Chandran Ratnaswami, Non-Executive Non-Independent Director, subject to the approval of shareholders of the Company.

The Company has received notice from a member under Section 160 of the Companies Act, 2013 proposing the appointment of Mr Sumit Maheshwari as Non-Executive Non-Independent Director of the Company liable to retire by rotation. Pursuant to the provisions of Section 152, 160, 161 and other applicable provisions of the Companies Act, 2013 approval of shareholders of the Company is required for the appointment Mr Sumit Maheshwari as NonExecutive Non-Independent Director, liable to retire by rotation.

Mr Vijay Sankar, Chairman and Non-Executive Director, is liable to retire by rotation pursuant to Section 152 (6) of the Companies Act, 2013. Being eligible he offers himself for re-appointment. As recommended by the Nomination and Remuneration Committee of Directors, the Board of Directors at its meeting held on May 20, 2024 approved his re-appointment and recommended to the shareholders for their approval at the ensuing 40^th Annual General Meeting.

The Independent Directors have submitted declarations stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. Based on the declarations received from all the Independent Directors and in the opinion of the Board, all the Independent Directors possess integrity, expertise, experience and proficiency and are independent of the management.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the rules thereunder, the Key Managerial Personnel (KMP) of the Company are Mr Ramkumar Shankar, Managing Director, Mr N Muralidharan, Chief Financial Officer and Mr M Raman, Company Secretary. They are also the KMPs of the Company’s wholly-owned subsidiary, Chemplast Cuddalore Vinyls Limited.

Directors’ Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed by the Company.

(b) The Directors have selected such 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 as at March 31,2024 and of the loss of the Company for the year ended on that date.

(c) 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.

(d) The Directors have prepared the annual accounts of the Company on a going concern basis.

(e) 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.

(f) The Directors have laid down internal financial controls to be followed and confirm that such internal financial controls were adequate and operating effectively.

Number of Board Meetings

During the year, the Board of Directors met five (5) times as per details furnished in the Corporate Governance Report.

Audit Committee

Composition of Audit Committee

The composition of the Audit Committee is as under and is in compliance with the provisions of Section 177 of the Companies Act, 2013 read with the rules thereunder and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"):

Name of the Members	Category
Mr Sanjay Vijay Bhandarkar-Chairman	Independent Director
Mr Prasad Raghava Menon	Independent Director
Mr Vijay Sankar	Non-Executive Director

The terms of reference of the Audit Committee is set out in the Corporate Governance Report.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

The Members of the Audit Committee met Six (6) times during the financial year under review.

Nomination and Remuneration Committee

The Members of the Nomination and Remuneration Committee met five times during the financial year under review. The details of the constitution of the Nomination and Remuneration Committee, terms of reference and the meetings held during the financial year have been stated in the Corporate Governance Report.

The Policy on formal Annual Evaluation by the Board can be accessed through the following link https:// www.chemplastsanmar.com/downloads/investor-relations/csl-policies/2024/Nomination and Remuneration Policy and Board Evaluation Policy. pdf

Stakeholders Relationship Committee

The Members of the Stakeholders Relationship Committee met once during the financial year under review. The details of the constitution of the Stakeholders Relationship Committee, and the terms of reference have been stated in the Corporate Governance Report.

Risk Management Committee

The Members of the Risk Management Committee met two times during the financial year under review. The details of the constitution of the Risk Management Committee, and the terms of reference have been stated in the Corporate Governance Report.

Corporate Social Responsibility Committee

The Members of the Corporate Social Responsibility Committee met once during the financial year under review. The details of the constitution of the CSR Committee have been stated in the Corporate Governance Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out evaluation of its own performance, the Directors individually and evaluation of working of the committees of the Board during the financial year 2023-24 as per the criteria laid down by Nomination and Remuneration Committee. The evaluation process contained various aspects of the functioning of the Board and its committees and their roles, frequency of meetings, level of participation, and independence of judgement, performance of duties and obligations.

The Board expressed its satisfaction on the performance of all the Directors, Board and its committees which reflected the overall engagement of the Directors, the Board and its committees of the Company.

Familiarisation Programme for the Independent Directors:

The details with respect to familiarisation programme for the Independent Directors are furnished in the Corporate Governance Report.

Personnel

Industrial relations with employees remained cordial during the year. Human Resource Development activities continued to receive considerable attention. The emphasis was on imparting training and developing the skill set of employees to enable them

face the challenges in an increasingly complex work environment.

Particulars of employees

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure 3.

Statement containing particulars of employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is provided in the Annexure forming part of this report. In terms of proviso to Section 136 (1) of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. The said Statement is open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with the provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, in regard to constitution of an internal Committee as prescribed. During the year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism Policy to deal with an instance of fraud or mismanagement, if any. The Directors are pleased to report that during the year under review, no untoward or fraud case was reported.

The Company has adopted an ethical code of conduct for the highest degree of transparency, integrity, accountability and corporate social responsibility. Any actual or potential violation of the Code would be a matter of serious concern for the Company.

This policy has been formulated with a view:

• To provide a mechanism for employees of the Company and other persons dealing with the Company to report to a person nominated by the Audit Committee, any instance of unethical behaviour, actual or suspected fraud or violation of the Company’s Ethics Policy.

• To safeguard the confidentiality and interest of such employees / other persons dealing with the Company against victimisation, who notice and report any unethical or improper practices and

• To appropriately communicate the existence of such mechanism, within the organisation and to outsiders and

• To ensure that no personnel is denied access to the Chairman of the Audit Committee in respect of reporting any of above instances.

Corporate Social Responsibility

The Company has all along attached utmost importance to sustainable development.

As mandated by the Companies Act, 2013 and the rules framed thereunder, the Company has formulated a Policy on CSR and has constituted a CSR Committee to recommend and monitor expenditure on CSR.

Details of CSR Expenditure, in the prescribed format, forms part of this Report and are enclosed as Annexure 2.

Statutory Auditors

BSR & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) were appointed as the Statutory Auditors of the Company for a period of 5 years, from the conclusion of 38^th Annual General Meeting to 43^rd Annual General Meeting of the Company, that is, for the Financial Years 2022-23 to 2026-27.

Internal Auditors

RGN Price & Co. LLP Chartered Accountants (Firm Registration No.002785S) are the Internal Auditors of the Company.

Cost Records, Audit and Auditor

Pursuant to Section 148(1) of the Companies Act, 2013 and rules thereunder, the Company is required to maintain cost records/ accounts as specified therein in respect of its products and the Company maintains cost records/ accounts in the prescribed format.

As per provisions of 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 the products of the Company are required to be audited. The Company had appointed N. Sivashankaran & Co, Cost & Management Accountants, Chennai (Firm Registration No. 100662) as cost auditors to audit the

cost accounts of the Company for the financial year

2023- 24.

As recommended by the Audit committee, the Board of Directors at its meeting held on May 20, 2024 has approved the appointment of N. Sivashankaran & Co, Cost & Management Accountants, Chennai (Firm Registration No. 100662) as cost auditors to audit the cost accounts of the Company for the financial year

2024- 25.

The Cost Auditors have given a Certificate to the effect that the appointment is within the prescribed limits specified under Section 141 of the Companies Act,

2013.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor for FY 2024-25 is placed before the Members for their ratification.

Secretarial Audit

The Board of Directors had appointed B Ravi & Associates, Company Secretaries in Practice, Chennai to carry out the Secretarial Audit of the Company for the financial year 2023-24. The Report of the Secretarial Auditor is annexed herewith as Annexure 4 and forms part of this Report.

Pursuant to Regulation 24A of the Listing Regulations, the Secretarial Audit Report issued by B Ravi & Associates, Company Secretaries in Practice, Chennai to the Company’s material unlisted subsidiary Chemplast Cuddalore Vinyls Limited is also annexed herewith as Annexure 5.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules

2014, the Board of Directors have appointed B Ravi & Associates, Company Secretaries in Practice, Chennai to carry out the Secretarial Audit of the Company for the financial year 2024-25.

Explanations or comments on the qualification, reservation, adverse remark or disclaimer made by the Statutory Auditors or by the Company Secretary in Practice in their report (Secretarial Auditor)

For the year under review, there is no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditor or Secretarial Auditor of the Company. The report of the Statutory Auditors forms part of the financial statement. The Report of the Secretarial Auditor is annexed herewith as Annexure 4 and forms part of this Report.

During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143(12) of the Companies Act, 2013 and rules made there under by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

The Managing Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under Regulation 17(8) read with Schedule II of Part B of the Listing Regulations.

Secretarial Standards

The Board confirms compliance with the Secretarial Standards notified by the Institute of Company Secretaries of India, New Delhi and applicable to the Company.

Annual Return

Draft Annual return in Form MGT 7 as on March 31, 2024 is available in the Company’s website https:// www.chemplastsanmar.com/downloads/annual-report/csl-annual-return-2024.pdf

Green initiative

Your Directors would like to draw your attention to Section 20 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules 2014, as may be amended from time to time, which permits paperless compliances and also service of notice/documents (including annual report) through electronic mode to its members. To support this green initiative of the Central Government in full measure, the Company appeals to all those members who have not registered their e-mail addresses so far, to register their e-mail address in respect of electronic holdings with their concerned Depository Participants and / or with the Company.

Further, the Company will also send the Annual Report for the Financial Year 2023-24 to all the shareholders only through electronic means as per the relaxations provided by MCA Circular dated May 05, 2020, January 13, 2021, December 14, 2021 May 05, 2022 , December 28, 2022 and September 25, 2023 and SEBI Circular dated May 12, 2020, January 15, 2021, May 13, 2022, January 05, 2023 and October 7, 2023 which enhances the Green initiative measures taken by the Company.

Other disclosures

During the year under review, there were no:

a) Issues of Equity Shares with differential voting rights, dividend or otherwise as per Section 43(a) (ii) of the Companies Act 2013;

b) Issues of shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54 (1) (d) of the Companies Act, 2013;

c) Instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67 (3) of the Companies Act, 2013 and

d) Revisions to the financial statements.

Other Particulars

Additional information on conservation on energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of section 134(3)(m) of the Companies Act, 2013, read with Rule 9 of the Companies (Accounts) Rules 2014 is set out in Annexure 1 and forms part of this Report.

Acknowledgements

The Board of Directors thanks the customers, vendors, bankers, regulatory and Government authorities, stock exchanges, business associates and all other stakeholders for their assistance, support and cooperation extended. The Directors also thank the Shareholders for reposing faith on the Company’s performance. The Board of Directors places on record its appreciation of the committed service of all the employees of the Company.

Cautionary Statement

Statements made in the report, including those stated under the caption "Management Discussion and Analysis" describing the Company’s plans, and expectations may constitute, "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

---

Mar 31, 2023

The Directors have pleasure in presenting the Thirty-Ninth Annual Report along with the Audited Financial Statements for the financial year ended March 31,2023.

Financial Summary - Standalone and Consolidated

Rs. in Crores
Particulars	Stand-alone		Consolidated
	2022-23 |	2021-22	2022-23 |	2021-22
Revenue from Operations and Other income	2,222	2,045	5,021	5,949
Profit before interest, depreciation and taxes	332	660	548	1,254
Depreciation	92	91	142	137
Interest	23	136	154	322
Profit before share of Profit / (Loss) from Joint Venture and associate and tax	217	434	252	796
Profit / (Loss) before tax and exceptional items	217	434	252	796
Exceptional Items	(50)	-	(81)
Profit / (Loss) before tax	167	434	171	796
Tax Expenses	(21)	(54)	(19)	(147)
Profit / (Loss) after tax	146	379	152	649
Total Other Comprehensive Income for the year	-	126	1	135
Total Comprehensive Income for the year	146	505	153	783
Basic and Diluted Earnings per share (equity shares, par value '' 5/- each)	9.21	25.54	9.64	43.66

Financial Performance - Standalone

On a stand-alone basis, the revenue from operations and other income increased to '' 2,222 Crores for FY 2022-23 from '' 2,045 Crores in FY 2021-22. The increase is primarily driven by higher volume of Speciality Paste PVC sales. Profit Before Tax and Exceptional items for FY 2022-23 was '' 217 Crores against '' 434 Crores in FY 2021-22. The Company achieved a revenue growth of 9% when compared to FY 2021-22. However, significant drop in prices of Paste PVC and Chloromethanes products coupled with a steep increase in fuel prices has adversely affected the flowthrough to Profit Before Tax.

Financial Performance - Consolidated

On a consolidated basis, the revenue from operations and other income stood at '' 5,021 Crores for FY 2022-23 against '' 5,949 Crores in FY 2021 -22. The Profit Before Tax and Exceptional items for FY 2022-23 was '' 252 Crores against '' 796 Crores in FY 2021-22. The drop in revenue and profits at a consolidated level was mainly due to a steep drop in prices of Speciality Paste PVC, Suspension PVC and Chloromethanes products, coupled with increase in fuel prices.

Dividend and Transfer to Reserves

Considering the growth plans and the consequential need to conserve resources, the Directors have decided not to

recommend any dividend for the financial year 2022-23. The Directors also do not recommend any transfer to reserves.

Share Capital

The Company’s paid-up equity share capital stood at '' 79.06 Crores as on March 31, 2023, consisting of 15,81,09,574 equity shares of '' 5/- each. There is no change in the share capital of the Company.

Borrowings

The total borrowings, including interest accrued, on a consolidated basis stood at '' 1,007.97 Crores as on March 31,2023 as against '' 867.38 Crores as on March 31,2022.

Capacity Expansion

Leveraging the existing land and infrastructure facilities, the Company is increasing capacity of Speciality Paste PVC production by 41,000 tonnes per annum at an estimated outlay of '' 360 Crores and setting up a multi-purpose facility for Custom Manufactured Chemicals in a phased manner at an overall estimated outlay of '' 680 Crores. The Speciality Paste PVC project at SIPCOT Industrial Complex, Phase II, Cuddalore is expected to be commissioned in the second half of FY 2023-24 and phase I of the multi-purpose facility for Custom Manufactured Chemicals at Berigai, Krishnagiri District, is expected to be commissioned by second quarter of 2023-24.

Further, during the year under review, the wholly owned subsidiary of the Company, Chemplast Cuddalore Vinyls Limited, has completed its debottlenecking project, adding 10% to its production capacity.

Statement of Company''s Affairs

Chemplast Sanmar Limited (CSL) is a leading Speciality chemicals manufacturer in India with focus on Speciality Paste PVC resin and custom manufacturing of starting materials and intermediates for pharmaceutical, agrochemical and fine chemicals sectors. CSL is the largest manufacturer of Speciality Paste PVC resin in India. In addition, CSL is also the fourth largest manufacturer of Caustic Soda and the largest manufacturer of Hydrogen Peroxide in South India and the oldest manufacturer of Chloromethanes in India.

I. Speciality ChemicalsPVC Paste Resin

(FY = Financial Year and Q=Quarter)

The domestic demand for Speciality Paste PVC Resin in FY 2022-23 registered a strong growth of 17%, reaching 163kt, compared to 139kt in FY 2021-22. The recovery in Auto sector and foot wear segment fuelled the growth in demand for Speciality Paste PVC resin.

In the recent past, downstream processing industry in the NCR region used to face curtailed operations in Q3 - the spike in air pollution around this time used to trigger the regulatory authorities into curtailing the use of coal. However, this year, with many of the leather cloth units shifting to gas based fuel, operations could continue mostly unhindered.

In contrast to India, the demand in US and Europe was weak due to high inflationary pressures and rising interest rates while Chinese demand was also lower than usual due to the country’s Zero-Covid policy. Though China lifted Covid lock down restrictions towards the end of 2022, the demand continued to be sluggish resulting in China pushing more and more material to India. In this scenario, from the middle of Q1, international prices started falling at regular intervals, thus pushing processers to buy on "just in time" basis. The price reduction was also facilitated by ocean freight rates reverting to near earlier levels. Prices fell by 29% during the course of the year. This was compounded by the sharp increase in energy costs (both coal and natural gas) resulting in a squeeze on margins.

The company recorded the highest ever production and sale of Speciality Paste PVC resin during FY23.

Custom Manufactured Chemicals

The Custom Manufactured Chemicals business manufactures advanced intermediates for global innovators and originators in Pharmaceutical and Agrochemical markets. The Company markets and sell unique chemistry and process capabilities to its customers based on which customers approach the Company with projects for products that they wish to outsource. Therefore, unlike other chemical companies, the Company does not have a catalogue of products to sell. The Company is well renowned in the industry for its ability to handle various chemistries and chemicals. Examples include - Cyanation, Hydrogenation, Diazotisation, Mercaptans. Significant expertise is available within the Chemplast ecosystem in processing and handling complex chemicals such as Chlorine, Ethylene di chloride, Fluorine, Peroxides, Chlorosilanes and Sodium Cyanide to name a few. Therefore, the Company offers a world-class research and development capability combined with a broad range of chemical technologies at production scale.

In addition, the Company is also well known for its Environmental and Safety stewardship. In fact, customers use this as a first criterion for screening before they decide to work with a supplier. The Company is also unique in having access to many basic starting materials important for this business -such as Caustic, Chlorine, Hydrogen & Chloromethanes and ability to handle gases like Ethylene.

The Company has long standing partnerships and relationships with global innovator companies in the agro chemical and pharmaceutical space. In fact, many of its customers have been with the Company for over a decade. It takes anywhere between 1 to 2 years to develop a product.

The Company focusses on engaging with its customers at an early stage of the life cycle of a product to ensure this. Global innovator companies, are increasing their outsourcing pie constantly. This together with China 1 strategy of the innovators, is resulting in increased enquires for Indian players including Chemplast Sanmar.

Due to its efforts over the years in building relationships and partnerships, the Company has a strong pipeline of products under various stages of development. Many of these will require the Company to make investments in new capacity in the coming months and years. The Company has already committed to invest '' 680 Crores to set up a world class facility to accommodate the new products in the pipeline.

Over the past 6 months, the Company has signed 2 Letters of Intent with an agrochemical innovator to manufacture advanced intermediates.

II. Other Chemicals Chloromethanes

The year 2022-23 began amidst the backdrop of the less virulent ''Omicron'' strain of COVID-19 with marginal impact across various consumption segments. Demand for Chloromethanes (CMP) began on a steady note, especially in the key pharma sector. Offtake from the adhesive and foam sector continued to remain good as well. Tight availability, coupled with lower import arrivals and high energy prices in Europe, gave impetus to firm domestic prices in the early part of the financial year. New capacities were set up by other companies during the year, to an extent of around 200ktpa. Start-up and stabilisation issues kept the operating rates of the new plants low, thereby supporting firm prices till the end of Q3.

The real impact of additional capacities were felt during the last quarter of the year as full operating levels, coupled with limited export order book with local producers, led to a sharp fall in prices of both Methylene DiChloride (MDC) and Chloroform. The demand slump was more pronounced in Carbon Tetra Chloride (CTC) with synthetic pyrethroids segment witnessing a much sharper drop in demand from the end of Q3, as their exports to major markets in Latin America and Europe were severely impacted by the drought conditions. Though addition of certain new customers did result in some positive offtake of CTC, this could only marginally mitigate the impact of the severe contraction in consumption from the DV acid segment.

Overall domestic demand for MDC grew by 7% from 345kt to 370kt during the year, driven by the Pharma sector which remains as the single largest consumption sector.

Chloroform demand grew by 17% from 155kt to 181kt during the year, driven by PTFE demand.

CTC demand contracted by 19% from 27kt to 22kt during the year.

The Company’s production of Chloromethanes stood at 34,971 mt, while sales, excluding captive consumption, were 32,826 mt during the year.

Caustic Soda

Being a very basic alkali with a strong correlation between consumption and economic activity, Caustic

Soda witnessed a steady demand at the start of the new financial year. However, by the end of Q1, higher yarn prices, and lower export orders from the European Union, forced several small and mid-sized textile processors in South India to cut down operating levels or shut plants due to unviable cost economics. Hence demand from this sector started witnessing a downward trend whilst other segments like Paper and Pulp, Alumina and ETPs exhibited a steady demand for the product.

The year also saw stabilisation of new capacity set up in FY 2021-22, and the commissioning of additional capacity in the western part of the country. Drought/ energy crisis in Europe gave an opportunity for domestic producers (especially in the West) to book huge export orders during the period between Aug-Oct''22 which supported firm domestic prices as availability became tighter. Prices started softening again from the beginning of the last quarter on account of reduced export order book.

The Company’s production of Caustic Soda was 1,03,032 MT while sales, excluding captive consumption, stood at 98,677 mt during the year.

Hydrogen Peroxide

During the year under review, the Company gradually enhanced sales of Hydrogen Peroxide to Textile and Paper and Pulp sectors. Domestic availability was limited in the second and third quarter due to curtailed production from other domestic producers on account of restricted supply of gas, in addition to lower imports from Bangladesh (due to a safety incident at their container terminal). These factors had a positive impact which enabled us to achieve higher volumes on a monthly basis and finally culminated in highest monthly sale of 2,528 MT in December 2022. However, production was moderated in the fourth quarter based on the overall economics of the caustic chain.

The Company''s production of Hydrogen Peroxide was 25,284 MT while the sale was 25,316 MT during the year.

Performance of Subsidiary:

Chemplast Cuddalore Vinyls Limited (CCVL)

The Company''s wholly owned subsidiary CCVL earned a profit before tax of '' 35.48 Crores (before exceptional items) for the year ended March 31,2023 as compared to '' 361.93 Crores for 2021-22. The profit after tax for 2022-23 was '' 6.74 Crores, as against a profit of '' 269.18 Crores in 2021-22.

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("Listing Regulations"), the Management Discussion and Analysis Report for the year under review, is presented in a separate section as Annexure A, forming part of the Annual Report.

Corporate Governance Report

The report on corporate governance along with a certificate from the Practising Company Secretary as required under the Listing Regulations is annexed to this Report as Annexure B.

The Managing Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under Regulation 17(8) read with Schedule II of Part B of the Listing Regulations which is annexed to the report on corporate governance.

The Board and senior management personnel have affirmed that they have complied with the Code of Conduct of the Company. A declaration from Mr Ramkumar Shankar, Managing Director, as required under Regulation 34(3) and Schedule V (D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to this effect is annexed to the report on corporate governance.

Business Responsibility and Sustainability Report

In termsof Regulation 34 (2) (f) of the Listing Regulations, a Business Responsibility and Sustainability Report is presented in a separate section, forming part of this Director''s Report as Annexure C.

Safety and Environment

The Company continues to place great importance on protecting the environment and managing natural resources responsibly. These principles have been incorporated in all its operational systems, with stringent solid and hazardous waste management processes followed at all plants.

1. Process Safety Management

All the Mettur plants have started implementing a Process Safety Management programme. Each plant in Mettur is working on critical safety risk reduction through Barrier Health Management study.

2. Behaviour Based Safety

All the plants in the Company have also commenced a Behaviour Based Safety

programme to further enhance and reinforce the safety-oriented work culture.

3. British Safety Council - Occupational Health & Safety Specification

Our manufacturing facilities have been audited by British Safety Council on implementation of the latest Occupational Health and Safety specifications. The top FIVE STAR rating has been awarded to all our plants at Mettur and Karaikkal.

4. Process Hazard Analysis & safety studies

The Company completed the following safety studies in the plants, as listed below.

Mettur, Plant 2 - Fire risk assessment and HAZOP revalidation

Mettur, Plant 4 - Quantitative Risk Assessment Mettur, Coal Based Power Plant - Hazardous Area Classification and Lighting Protection study

5. IS 14489 - Statutory Audit

IS 14489 statutory audit was conducted at Mettur, Plant 4 and the recommendations are under implementation.

IS 14489 statutory audit was conducted at Karaikkal plant and the recommendations are under implementation.

6. Integrated Management System Audit

Mettur Plant 4 obtained Integrated Management System Certification for ISO14001 and ISO 45001, certified by Bureau Veritas.

7. Awards and Rewards

A. The following awards have been received from The Indian Chemical Council

(a) ICC - EVONIK Award for Excellence in Management of Environment Chemplast Sanmar Limited, Mettur

(b) Award for the Best Nicer Globe User company

Chemplast Sanmar Limited

(c) Award for the Best Logistics Service Provider Murugan Oil Corporation Logistic (MOC) Chemplast Sanmar Limited

(d) Award for the Best Three drivers

i) M.Swaminathan - Murugan Oil Corporation (Operating for Chemplast Sanmar)

ii) M.Kumar - Velliangiri Aandavar Thunai (VAT) Transport (Operating for Chemplast Sanmar)

B. The following awards have been received from The National Safety Council Tamil Nadu Chapter.

CSL Plant 1 & 2 received Star Award and Berigai plant received Appreciation award for Occupational Health and Safety Award, 2020 from National Safety Council, Tamil Nadu Chapter.

C. The Company received Sustainability award for Carbon Reduction from one of its key customers of Custom Manufactured Chemicals.

Finance

The Company has established a good track record with the Bankers and Financial institutions, thereby enjoying their full confidence.

In the first week of April 23, CRISIL Ratings has reaffirmed Chemplast Sanmar Limited’s and its wholly owned subsidiary Chemplast Cuddalore Vinyl Limited’s credit ratings to AA- (long term), signifying a high degree of safety. CRISIL has also reaffirmed short term rating of A1 , which is the highest rating possible.

Dividend Distribution Policy

The Company forms part of the List of top 500 listed entities based on market capitalisation as on March 31, 2023. In view thereof, pursuant to the provisions of Regulation 43A of the Listing Regulations, 2015, as amended, the Board of Directors has approved the Dividend Distribution Policy and the said Policy is available in the following link https:// www.chemplastsanmar.com/downloads/investor-relations/ csl-policies/dividend-distribution-policy.pdf

Change in the Nature of Business

There was no change in the nature of business of the Company during the financial year.

Risk Assessment and Management

The Company has a well-defined Risk Management System. The Board of Directors had constituted a Risk Management Committee to monitor and oversee the Risk Management System. The Composition of the Risk Management Committee, terms of reference and number of committee meetings held during the year under review are given in the Corporate Governance Report.

The Risk Management Policy of the Company as recommended by the Risk Management Committee and approved by the Board of Directors of the Company can be accessed in the Company’s website using the link https://www.chemplastsanmar.com/downloads/ investor-relations/csl-policies/risk-management-policy.pdf. The Risk Management System of the Company ensures that all risks that the organisation faces including strategic, financial, credit, operational, market, liquidity, security, property, legal, regulatory, IT, reputational and other risks are identified and the impact assessed. Mitigation plans are then drawn up and these plans are effectively reviewed and implemented.

Internal Control Systems

Adequate internal controls, systems, and checks are in place, commensurate with the nature of the Company’s business and size. The management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures.

Internal audit for the year 2022-23 was carried out by R.G.N. Price & Co, Chartered Accountants covering all significant areas of operations. All significant observations of the Internal Auditors are placed before the Audit Committee together with corrective actions.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control in the Company, and compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the reports of Internal Auditors, the management undertakes appropriate corrective action in their respective areas.

Internal Financial Control over Financial Reporting

The Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been assessed during the year taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of such assessment carried out by management with the help of the internal auditors, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed.

Deposits

During the year under review, the Company has not accepted any public deposit within the meaning of the provisions of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014 and as on March 31, 2023, the Company did not have any outstanding public deposit.

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

Particulars of investments and guarantees under Section 186 of the Companies Act, 2013 are given in the Notes forming part of the Financial Statements for the year ended March 31,2023.

The Company has not given any loans under the provisions of Section 186 of the Companies Act, 2013.

Consolidated Financial Statements

Consolidated Financial Statements are prepared by the Company in accordance with the applicable Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs and the same together with Auditors’ Report thereon form part of the Annual Report. The financial statements have been prepared as per Division II of Schedule III issued by the Ministry of Corporate Affairs vide its Notification dated April 06, 2016 as amended from time to time.

Subsidiary

Chemplast Cuddalore Vinyls Limited continues to be the wholly-owned subsidiary of the Company. The details on operations / performance of the said subsidiary during the year under review are given hereinabove.

Pursuant to the requirements of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the details of investments made in the subsidiary and the details of guarantees issued by the Company to the lenders of the wholly-owned subsidiary Company have been furnished in the Notes forming part of the Accounts.

A statement containing the salient features of the financial statements of the Company’s wholly-owned subsidiary company under the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 has been annexed in prescribed Form AOC 1 as Annexure 6.

The Audited financial statements of the wholly-owned subsidiary Company are placed on the Company’s website www.chemplastsanmar.com

The Company does not have any joint venture or Associate Company during the year or at any time after the closure of the year and till the date of the report.

Related Party Transactions

There are no contracts / arrangements / transactions with related parties which are not at arm’s length basis and there are no material contracts / arrangements / transactions which are at arm’s length basis. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188 (1) along with the justification for entering into such contract or arrangement in Form AOC 2 does not form part of the report.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s websitehttps://www.chemplastsanmar.com/ downloads/investor-relations/csl-policies/related-party-transaction-policy.pdf

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company

There were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and Company’s operations in future.

Material Changes and Commitment affecting the financial position of the Company that occurred after March 31, 2023

There were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year to which the Financial Statements relate and on the date of this report.

Directors and Key Managerial Personnel

Dr Amarnath Ananthanarayanan, Non-Executive NonIndependent Director resigned from the Board with effect from May 09, 2023. The Board of Directors place on record the valuable services rendered by him during his tenure as Director of the Company.

The Board of Directors on the recommendation of Nomination and Remuneration Committee, approved the appointment of Mr Vikram Taranath Hosangady (DIN: 09757469) as Non-Executive Non-Independent Director of the Company in the casual vacancy caused by the resignation of Dr Amarnath Ananthanarayanan Non-Executive Non-Independent Director, at its meeting held on May 16, 2023 subject to the approval of shareholders of the Company.

The Company has received notice from a member under Section 160 of the Companies Act, 2013 proposing the appointment of Mr Vikram Taranath Hosangady as Non-Executive Non-Independent Director of the Company liable to retire by rotation. Pursuant to the provisions of Section 152, 160, 161 and other applicable provisions of the Companies Act, 2013 approval of shareholders of the Company is required for the appointment Mr Vikram Taranath Hosangady as Non-Executive Non-Independent Director, liable to retire by rotation.

Mr Chandran Ratnaswami, Director, is liable to retire by rotation pursuant to Section 152 (6) of the Companies Act, 2013. Being eligible, he offers himself for reappointment. His re-appointment was recommended by the Nomination and Remuneration Committee of Directors at its meeting held on May 16, 2023 and will be placed before the members for approval at the ensuing 39^th Annual General Meeting.

The Independent Directors have submitted declarations stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. Based on the declarations received from all the Independent Directors and in the opinion of the Board, all the Independent Directors possess integrity, expertise, experience and proficiency and are independent of the management.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the rules thereunder, the Key Managerial Personnel (KMP) of the Company are Mr Ramkumar Shankar, Managing Director, Mr N Muralidharan, Chief Financial Officer and Mr M Raman, Company Secretary. They are also the KMPs of the Company’s wholly-owned subsidiary company, Chemplast Cuddalore Vinyls Limited.

Directors'' Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013.

(a) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed by the Company.

(b) The Directors have selected such 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 as at March

31,2023 and of the profit of the Company for the year ended on that date.

(c) 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.

(d) The Directors have prepared the annual accounts of the Company on a going concern basis.

(e) 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.

(f) The Directors have laid down internal financial controls to be followed and confirms that such internal financial controls were adequate and operating effectively.

Number of Board Meetings

During the year, the Board of Directors met five times as per details furnished in the Corporate Governance Report.

Audit Committee Composition of Audit Committee

The composition of the Audit Committee is as under and is in compliance with the provisions of Section 177 of the Companies Act, 2013 read with the rules there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The scope of the activities of the Audit Committee is set out in the Corporate Governance Report.

Name of the Members	Category
Mr Sanjay Vijay Bhandarkar-Chairman	Independent Director
Mr Prasad Raghava Menon	Independent Director
Mr Vijay Sankar	Non-Executive Director

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

The Members of the Audit Committee met five times during the financial year under review, as per the details stated in the Corporate Governance Report.

Nomination and Remuneration Committee

The Members of the Nomination and Remuneration Committee met three times during the financial year under review. The details of the constitution of the Nomination and Remuneration Committee, terms of reference and the meetings held during the financial year have been stated in the Corporate Governance Report.

The Policy on formal Annual Evaluation by the Board can be accessed through the following link https://www.chemplastsanmar.com/downloads/ investorrelations/csl-policies/nomination-remuneration-policy-and-board-evaluationpolicy.pdf

Stakeholders Relationship Committee

The Members of the Stakeholders Relationship Committee met once during the financial year under review. The details of the constitution of the Stakeholders Relationship Committee, terms of reference and the meetings of the Committee held during the financial year have been stated in the Corporate Governance Report.

Risk Management Committee

The Members of the Risk Management Committee met twice during the financial year under review. The details of the constitution of the Risk Management Committee, terms of reference and the meetings of the Committee during the financial year have been stated in the Corporate Governance Report.

Corporate Social Responsibility Committee

The Members of the Corporate Social Responsibility Committee met once during the financial year under review. The details of the constitution of the CSR Committee and the Committee meetings held during the financial year have been stated in the Corporate Governance Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out evaluation of its own performance, the directors individually and evaluation of working of the committees of the Board during the financial year 2022-23 as per the criteria laid down by Nomination and Remuneration Committee. The evaluation process contained various aspects of the functioning of the Board and its committees, number of committees and their roles, frequency of meetings, level of participation, and independence of judgement, performance of duties and obligations.

The Board expressed its satisfaction on the performance of all the directors, Board and its committees which reflected the overall engagement of the directors, the Board and its committees of the Company.

Familiarisation Programme for the Independent Directors:

The details with respect to familiarisation programme for the Independent Directors are furnished in the Corporate Governance Report.

Personnel

Industrial relations with employees remained cordial during the year. Human Resource Development activities continued to receive considerable attention. The emphasis was on imparting training and developing the skill set of employees to enable them to face the challenges in an increasingly complex work environment.

Particulars of employees

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure 3. Statement containing particulars of employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is provided in the Annexure forming part of this report. In terms of proviso to Section 136 (1) of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. The said Statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with the provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, in regard to constitution of an internal Committee as prescribed. During the year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism Policy to deal with an instance of fraud or mismanagement, if any. The Directors are pleased to report that during the year under review, no untoward or fraud case of material nature was reported.

The Company has adopted an ethical code of conduct for the highest degree of transparency, integrity, accountability and corporate social responsibility. Any actual or potential violation of the Code would be a matter of serious concern for the Company.

This policy has been formulated with a view:

♦ To provide a mechanism for employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee, any instance of unethical behaviour, actual or suspected fraud or violation of the Company’s Ethics Policy.

♦ To safeguard the confidentiality and interest of such employees / other persons dealing with the Company against victimisation, and

♦ To appropriately communicate the existence of such mechanism, within the organisation and to outsiders.

♦ To ensure that no personnel is denied access to the Chairman of the Audit Committee in respect of reporting any of above instances.

Corporate Social Responsibility

The Company has all along attached utmost importance to sustainable development.

As mandated by the Companies Act, 2013 and the rules framed thereunder, the Company has formulated a Policy on CSR and has constituted a CSR Committee to recommend and monitor expenditure on CSR. Details of CSR Expenditure are given in the prescribed format and forms part of this Report and is enclosed as Annexure 2.

Statutory Auditors

BSR & Co. LLP, Chartered Accountants (Firm Registration No 101248W/W-100022) was appointed as the Statutory Auditors of the Company for a period of 5 years, from the conclusion of 38^th Annual General Meeting to 43^rd Annual General Meeting of the Company, that is, for the Financial Years 2022-23 to 2026-27.

Internal Auditors

RGN Price & Co. LLP Chartered Accountants are the Internal Auditors of the Company.

Cost Records, Audit and Auditor

Pursuant to Section 148(1) of the Companies Act, 2013 and rules thereunder, the Company is required to

maintain cost records/ accounts as specified therein in respect of its products and the Company maintains cost records/ accounts in the prescribed format.

As per provisions of 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 the products of the Company are required to be audited. The Company has appointed N. Sivashankaran & Co, Cost & Management Accountants, Chennai (Firm Registration No. 100662) as cost auditors to audit the cost accounts of the Company for the financial year 2022-23.

The Cost Auditors have given a Certificate to the effect that the appointment, if made, will be within the prescribed limits specified under Section 141 of the Companies Act, 2013.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is placed before the Members for their ratification.

Secretarial Audit

The Board of Directors had appointed B Ravi & Associates, Company Secretaries in Practice, Chennai to carry out the Secretarial Audit of the Company for the financial year 2022-23. The Report of the Secretarial Auditor is annexed herewith as Annexure 4 and forms part of this Report.

Pursuant to Regulation 24A of the Listing Regulations, the Secretarial Audit Report issued by B Ravi & Associates, Company Secretaries in Practice, Chennai to the Company’s material unlisted subsidiary Chemplast Cuddalore Vinyls Limited is also annexed herewith as Annexure 5.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board of Directors have appointed B Ravi & Associates, Company Secretaries in Practice, Chennai to carry out the Secretarial Audit of the Company for the financial year 2023-24.

Explanations or comments on the qualification, reservation, adverse remark or disclaimer made by the Statutory Auditors or by the Company Secretary in Practice in their report.

For the year under review, there is no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditor or Secretarial Auditor of the

Company. The report of the Statutory Auditors forms part of the financial statement.

During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143(12) of the Companies Act 2013 and rules made there under by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

The Managing Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under Regulation 17(8) read with Schedule II of Part B of the Listing Regulations.

Secretarial Standards

The Board confirms compliance with the Secretarial Standards notified by the Institute of Company Secretaries of India, New Delhi and applicable to the Company.

Annual Return

Draft Annual return in Form MGT 7 as on March 31, 2023 is available in the Company’s website https:// www.chemplastsanmar.com/annual-report.php.

Green initiative

Your Directors would like to draw your attention to Section 20 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules 2014, as may be amended from time to time, which permits paperless compliances and also service of notice/documents (including annual report) through electronic mode to its members. To support this green initiative of the Central Government in full measure, the Company appeals to all those members who have not registered their e-mail addresses so far, to register their e-mail address in respect of electronic holdings with their concerned Depository Participants and / or with the Company.

Further, the Company will also send the Annual Report for the Financial Year 2022-23 to all the shareholders only through electronic means as per the relaxations provided by MCA Circular dated May 05, 2020, January 13, 2021, December 14, 2021 May 05, 2022 and December 28, 2022 and SEBI Circular dated May 12, 2020, January 15, 2021, May 13, 2022 and January 05, 2023 which enhances the Green initiative measures taken by the Company.

Other disclosures

During the year under review, there were no:

a) Issues of Equity Shares with differential voting rights, dividend or otherwise as per Section 43(a) (ii) of the Companies Act 2013.

b) Issues of shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54 (1) (d) of the Companies Act, 2013.

c) Instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67 (3) of the Companies Act, 2013 and

d) Revisions to the financial statements during the year under review.

Other Particulars

Additional information on conservation on energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of section 134(3)(m) of the Companies Act, 2013, read with Rule 9 of the Companies (Accounts) Rules 2014 is set out in Annexure 1 and forms part of this Report.

Acknowledgements

The Board of Directors thank the customers, vendors, bankers, regulatory and Government authorities, stock exchanges, business associates and all other stakeholders for their assistance, support and cooperation extended. The Directors also thank the Shareholders for reposing faith on the Company’s performance. The Board of Directors places on record its appreciation for the committed service of all the employees of the Company.

Cautionary Statement

Statements made in the report, including those stated under the caption "Management Discussion and Analysis" describing the Company’s plans, and expectations may constitute, "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

For and on behalf of the Board Vijay Sankar

Chennai Chairman

May 16, 2023 DIN: 00007875

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Mar 31, 2022

The Directors have pleasure in presenting the Thirty-Eighth Annual Report along with the Audited Financial Statements for the year ended 31st March 2022. During this financial year, the Company, on successful completion of the public offering of Shares, listed its Equity Shares on National Stock Exchange of India Limited and BSE Limited.

The Directors with deep sorrow and regret, inform the members of the Company that Mr N Sankar, Chairman Emeritus of the Company, passed away on 17th April 2022. Mr Sankar''s association with the Company was for over 5 decades and for many years, he was the Chairman / Managing Director of the Company. He was instrumental in the growth and success of the Company. The Board of Directors places on record its deep appreciation of the valuable contributions of Mr N Sankar.

Financial Summary - Standalone and Consolidated

H In Crores
Particulars	Stand-alone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Sales and Other income	2,044.80	1,294.55	5,949.47	3,815.11
Profit before interest,depreciation and taxes	660.20	396.96	1,254.28	977.84
Interest	135.75	253.67	321.60	433.36
Depreciation	90.82	87.72	137.13	131.09
Profit before share of Profit / (Loss) from Joint Venture and associate and tax	433.63	55.57	795.55	413.40
Share of Profit / (Loss) from Joint Venture and Associate	-	-	-	(333.57)
Profit on redemption/sale of investments in Joint Venture	-	-	-	482.83
Profit / (Loss) before tax and exceptional items	433.63	55.57	795.55	562.66
Exceptional Items	-	(15.68)	-	(15.68)
Profit / (Loss) before tax	433.63	39.89	795.55	546.98
Tax Expenses	(54.15)	3.74	(146.90)	(136.89)
Profit / (Loss) after tax	379.48	43.63	648.65	410.09
Total Other Comprehensive Income for the year	126.00	0.33	134.81	(22.08)
Total Comprehensive Income for the year	505.48	43.96	783.46	388.00
Basic and Diluted Earnings per share (equity shares, par value H 5/- each)	25.54	3.25	43.66	30.59

Financial Performance - Standalone

During the year under review, our manufacturing facilities were not affected due to COVID-19 as against a month of shut down due to COVID-19 lockdowns in the previous year. While during the year, there were some timing issues on demand due to the second and third waves of the pandemic, for the year as a whole, there was a minimal impact. The Company achieved strong revenue growth of 58%, which was both due to volume and price increases. EBITDA growth was at 66% over the previous year. The company earned a profit before tax of H 433.63 crores (before exceptional items) for the year ended 31st March 2022 as against H 55.57 crores in 2020-21. The robust improvement in PBT was mainly due to the significant increase in EBITDA by H 263.24 crores as also the reduction in finance cost by H 117.92 crores. The growth in EBITDA in 2021-22 was mainly due to better performance across most of the products on account of improved demand and higher realisations. The reduction in finance cost was primarily due to prepayment of Non-Convertible Debentures in full at the end of Aug 2021 by utilising the proceeds from the IPO. The profit after tax and exceptional items for 2021-22 was H 379.48 Crores, as against H 43.63 Crores in 2020-21.

Financial Performance - Consolidated

At the consolidated level, the company posted a strong revenue growth of 56% and EBITDA growth of 28%, which was both due to volume and price increases. The company earned a PBT of H 795.55 crores (before exceptional items) for the year ended 31st March

2022 as against H 562.66 crores in 2020-21. The previous year profits included the positive impact on account of inventory write down of H 106.89 crores made in the FY20. The robust improvement in PBT was mainly due to the significant increase in EBITDA by H 276.43 crores as also the reduction in finance cost by H 111.76 crores. The growth in EBITDA in 2021-22 was mainly due to better performance across most of the products on account of improved demand and higher realisations. The reduction in finance cost was mainly due to prepayment of Non-Convertible Debentures in full at the end of Aug 2021 by utilising the proceeds from the IPO. The profit after tax and exceptional items for 2021-22 was H 648.65 Crores, as against H 410.09 Crores in 2020-21.

Dividend and Transfer to Reserves

Considering the growth plans and the consequential need to conserve resources, the Directors have decided not to recommend any dividend for the financial year 2021-22. The Directors also do not recommend any transfer to reserves.

Share Capital

During the year, the Company made an Initial Public Offering of 7,11,64,509 Equity Shares of the face value of H 5/- each at an issue price of H 541/- per Equity Share, comprising offer for sale of 4,71,34,935 shares by Promoters and fresh issue of 2,40,29,574 shares. The Equity Shares of the Company were listed on BSE Limited ("BSE") and National Stock Exchange Limited ("NSE") on August 24, 2021.

The Company''s paid-up equity share capital stood at H 79.06 Crores as on March 31, 2022, consisting of 158,109,574 equity shares of H 5/- each.

Consequent on the Initial Public Offering during the year, the subscribed, paid up and issued share capital of the company stood increased from H 67.04 Crores in 2020-21 to H 79.06 Crores in 202122. As on 31st March, 2022, the paid-up capital of the Company was H 79.06 Crores.

The details of utilisation by the Company of the IPO proceeds of H 1,265.86 Crores (net of share issue expenses), are as follows:

H In Crores
Objects of the issue	IPO	Utilisation
	Proceeds	upto 31
		Mar, 2022
Early redemption of Non-Convertible	1238.25	1238.25
Debentures issued by our Company, in full
General corporate purposes	27.61	27.61
Total	1265.86	1265.86

Statement of Company''s Affairs

Chemplast Sanmar Ltd (CSL) is a leading speciality chemicals manufacturer in India with focus on speciality paste PVC resin and custom manufacturing of starting materials and intermediates for pharmaceutical, agro-chemical and fine chemicals sectors. CSL is the largest manufacturer of speciality paste PVC resin in India. In addition, CSL is also the third largest manufacturer of caustic soda and the largest manufacturer of hydrogen peroxide in South India and one of the oldest manufacturers of Chloromethanes in India.

I. Speciality Chemicals PVC Paste Resin

(FY = Financial Year and Q=Quarter)

Overall, domestic demand for Speciality Paste PVC Resin in FY 2021-22 registered a strong growth of 22%, reaching 138kt, compared to market size of 114kt in FY 2020-21. The year opened with a strong demand but the second wave of COVID-19 in Q1 FY22 resulted in reduction in operating rates of consuming plants. In addition, the demand from the auto sector (which is a significant consumer of leather upholstery) was affected by the chip shortage that continued throughout the year. From Q2 onwards, demand recovered as the end-use industries also resumed optimal operations. Q3 saw a temporary impact on demand due to the restrictions on operations of artificial leather units in the National Capital Region due to poor air quality. This led to a build-up in inventory by December, which was liquidated in Q4. The third wave in Q4 (Omicron) was much milder due to the effective vaccination program in India and did not have much impact on demand. With the re-opening of schools, the footwear demand saw a resurgence, which had a beneficial impact on paste PVC demand as well. This was also coupled with the continuing logistics problems affecting ocean shipments which resulted in lower arrival of imports there by pushing up the demand for domestic material.

With this, the domestic demand has recovered to pre-pandemic levels. The company''s production increased to 65,167mt in FY22, from 59,860mt in FY21 while sales increased to 64,838mt in FY22 from 62,592mt in FY21.

Custom Manufactured Chemicals

The Custom Manufactured chemicals comprises of intermediates for global innovators and originators for Pharmaceutical and Agrochemical markets. The Company markets and sells unique chemistry and process capabilities to its customers based on which, customers approach the Company with projects for products that they wish to outsource. Therefore unlike other chemical companies, the Company do not have a catalogue of products to sell. The Company is well renowned in the industry for our ability to handle various chemistries and chemicals. Examples include - Cyanation, Hydrogenation, Diazotization, Mercaptans. Significant expertise is available within the Chemplast ecosystem in processing and handling complex chemicals such as Chlorine, Ethylene di chloride, Fluorine, Peroxides, Chlorosilanes and Sodium Cyanide to name a few. Therefore the Company offers a world-class research and development capability combined with a broad range of chemical technologies at production scale. In addition, the Company is also well known for our Environmental and Safety stewardship. In fact customers use this as a first criteria for screening before they decide to work with a supplier. The Company is also unique in having access to many basic starting materials important for this business - such as Caustic, Chlorine, Hydrogen & Chloromethanes and ability to handle gases like Ethylene. The Company has long standing partnerships and relationships with global innovator companies in the agro chemical and pharmaceutical spaces. In fact many of our customers have been with the Company for over a decade. It takes anywhere between 1 to 2 years to develop the product, but once the Company starts manufacturing a product, it stays with the company for a long time. And the Company focusses on engaging with our customers at an early stage of the life cycle of a product to ensure this. Due to our efforts over the years in building relationships and partnerships, the Company has a strong pipeline of products under various stages of development. Many of these will require the Company to make investments in new capacity in the coming months and years. The custom manufactured chemicals division has registered an impressive growth in sales during the year mainly driven by strong demand from various end customers and commercialization of new products.

II. Other Chemicals Chloromethanes

The year 2021-22 started with the spread of the second wave of COVID-19 and the consequent lockdown. Consumption was marginally affected in segments which were either dependent on import of key raw materials or on exports as constraints on vessel space and container availability exacerbated. Demand for Methylene Dichloride (MDC) picked up during the first half of the year and prices increased but demand dropped in the second half due to high prices of key starting material and nonavailability of key inputs from China for Pharma companies. The country also saw new capacity additions in the third quarter, which resulted in prices coming off the all-time highs reached in Q2/early Q3. Overall domestic demand for MDC grew by 16% from 295kt to 340kt, driven by the Pharma sector which remains as the single largest consumption sector.

Chloroform demand remained stagnant at 155kt with no growth as consumption was weak in Pharma sector.

CTC (Carbon Tetra Chloride) demand grew by 8% to 27kt with good demand from the Synthetic Pyrethroids segment.

The company''s production of Chloromethanes increased from 31,833mt in FY21 to 34,798mt in FY22, while the sale increased, over the same period, from 30,900mt to 33,675mt.

Caustic Soda

Being a very basic alkali with a strong correlation between consumption and economic activity, caustic demand suffered greatly at the start of the year with the surge in COVID-19 cases and consequent lockdowns. As domestic demand was weak, producers across the West Coast capitalised on global shortage caused by planned & unplanned maintenance shutdowns in various geographies to export volumes out of India. Towards the end of Q1 FY22, as vaccination rate increased, COVID-19 cases declined, resulting in demand revival. Prices also started moving up due to global shortages. Thus, even as Caustic soda demand improved from second quarter, there was an increase in spot price by more than 100% from H 28 per kg to H 56 per kg on Ex-works basis.

Capacity addition of around 500 tpd in South India during the year was absorbed due to better domestic demand and exports.

Hydrogen Peroxide

During the year under review, Company''s product gained acceptance in all major Textile and Pharma units in South India.

The Company''s production of Hydrogen Peroxide increased from 14,429mt in FY21 to 16,448mt in FY22 while the sales increased from 14,692mt to 16,483mt respectively.

During the year, total imports into India increased by 44% to 26kt from 18kt.

Performance of Subsidiary:

Chemplast Cuddalore Vinyls Limited (CCVL)

The Company''s wholly owned subsidiary CCVL earned a profit before tax of H 361.93 crores (before exceptional items) for the year ended 31st March 2022 as compared to H 357.84 crores for 2020-21. The previous year profits included the positive impact on account of inventory write down of H 106.89 crores made in the FY20. The profit after tax for 2021-22 was H 269.18 crores, as against a profit of H 266.65 crores in 2020-21.

In spite of the COVID-19 2nd wave outbreak, lockdowns during Q1 2021-22 across India and subsequently outbreak of Omicron in Q3, the company was able to increase its total income from H 2,521.34 crores in 2020-21 to H 3,907.61 crores in 2021-22. This was mainly due to the substantial improvement in selling price coupled with higher sales volume during the current year. The strong performance in 2021-22 was aided by the strong PVC demand from the agricultural sector, improved demand from government aided projects like the Jal Jeevan Mission and reduced availability of PVC imports on account of container issues and higher ocean freights. Overall, increasing tightness in availability of Suspension PVC both globally and in India, resulted in prices touching new highs in 2021-22.

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("Listing Regulations"), the Management Discussion and Analysis Report for the year under review, is presented in a separate section as Annexure A, forming part of the Annual Report.

Corporate Governance Report

The report on corporate governance along with a certificate from the Practising Company Secretary as required under the Listing Regulations is annexed to this Report as Annexure B. The Managing Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under Regulation 17(8) read with Schedule II of Part B of the Listing Regulations.

Business Responsibility Report

In terms of Regulation 34 (2) (f) of the Listing Regulations, a Business Responsibility Report is presented in a separate section, forming part of this Directors Report as Annexure C.

Safety and Environment

The Company continues to place great importance on protecting the environment and managing natural resources responsibly. These principles have been incorporated in all its operational systems, with stringent solid and hazardous waste management processes followed at all plants.

The Directors are pleased to report the Company''s Mettur Plant 3 was awarded a Silver EcoVadis Medal in the ECOVADIS international system evaluation in 2021. This award places the company among the top 25 percent of companies assessed by EcoVadis. Company has also established various schemes for collection and use of rain water for industrial purpose at Mettur location.

The Company''s Mettur Plant 2 was audited by British Safety Council on implementation of Council Occupational Health & Safety system and the Company retained its FIVE STAR rating.

The Company''s Mettur Plant 2 also received, from the British Safety Council, the prestigious apex award of “SWORD OF HONOUR”.

In order to ensure effective monitoring of Hazardous goods transport trucks, during the year, 100% of these trucks have been integrated with Nicer Globe for real time 24 X 7 monitoring.

Indian Chemical Council has, after a stringent audit, approved the company''s use of the Responsible Care Logo till January 2025.

The Company''s Mettur Plant 1 & 2 received Star Award and Berigai plant received Appreciation award for Occupational Health and Safety Award 2020 from National Safety Council, Tamilnadu Chapter.

Finance

The Company has established a good track record with the Bankers and Financial institutions, thereby enjoying their full confidence.

Utilizing the proceeds of the primary issue, the outstanding Non-Convertible Debentures of H 1238.25 Crores were fully redeemed by the Company. This prepayment of Debentures has resulted in a significant interest savings for the company.

In the first week of April 22, CRISIL Ratings has upgraded Chemplast Sanmar Ltd''s and its wholly owned subsidiary Chemplast Cuddalore Vinyl Limited''s credit ratings to AA-(long term), signifying a high degree of safety. CRISIL has also accorded a short term rating of A1 , which is the highest rating possible.

Dividend Distribution Policy

The Company forms part of the List of top 500 listed entities based on market capitalization as on March 31, 2022. In view thereof, pursuant to the provisions of Regulation 43A of the Listing Regulations, 2015, as amended, the Board of Directors has approved the Dividend Distribution Policy and the said Policy is available in the following link https://www. chemplastsanmar.com/downloads/investor-relations/csl-policies/dividend-distribution-policy.pdf

Change in the Nature of Business:

There was no change in the nature of business of the Company during the financial year.

Risk Assessment and Management

The Company has a well-defined Risk Management System. The Board of Directors had constituted a Risk Management Committee to monitor and oversee the Risk Management System. The Composition of the Risk Management Committee, terms of reference and number of committee meetings held during the year under review are given in the Corporate Governance Report.

The Risk Management Policy of the Company as recommended by the Risk Management Committee and approved by the Board of Directors of the Company can be accessed in the Company''s website using the link https://www.chemplastsanmar.com/ downloads/investor-relations/csl-policies/risk-management-policy.pdf. The Risk Management System of the Company ensures that all risks that the organization faces including strategic, financial, credit, market, liquidity, security, property, legal, regulatory, IT, reputational and other risks are identified and the impact assessed. Mitigation plans are then drawn up and these plans are effectively reviewed and implemented.

Internal Control Systems

Adequate internal controls, systems, and checks are in place, commensurate with the nature of the Company''s business and size. The management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures.

Internal audit for the year 2021-22 was carried out by PKF Sridhar & Santhanam, Chartered Accountants covering all significant areas of operations. All significant observations of the Internal Auditors are placed before the Audit Committee together with corrective actions.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control in the Company, and compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the reports of Internal Auditors, the management undertakes appropriate corrective action in their respective areas.

Internal Financial Control over Financial Reporting

The Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been assessed during the year taking into consideration

the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of such assessment carried out by management with the help of the internal auditors, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed.

Deposits

During the year under review, the Company has not accepted any public deposit within the meaning of the provisions of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014 and as on 31st March 2022, the Company did not have any outstanding public deposit.

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

Particulars of investments and guarantees under Section 186 of the Companies Act, 2013 are given in the Notes forming part of the Financial Statements for the year ended 31st March 2022.

The Company has not given any loans under the provisions of Section 186 of the Companies Act, 2013.

Consolidated Financial Statements

Consolidated Financial Statements are prepared by the Company in accordance with the applicable Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs and the same together with Auditors'' Report thereon form part of the Annual Report. The financial statements have been prepared as per Division II of Schedule III issued by the Ministry of Corporate Affairs vide its Notification dated April 6,2016 as amended from time to time.

Subsidiary

Chemplast Cuddalore Vinyls Limited continues to be the wholly-owned subsidiary of the Company. The details on operations / performance of the said subsidiary during the year under review are given hereinabove.

Pursuant to the requirements of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the details of investments made in the subsidiary and the details of guarantees issued by the Company to the lenders of the wholly-owned subsidiary Company have been furnished in the Notes forming part of the Accounts.

A statement containing the salient features of the financial statements of the Company''s wholly-owned subsidiary company under the provisions of Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 has been annexed in prescribed Form AOC 1 as Annexure 6.

The Audited financial statements of the wholly-owned subsidiary Company are placed on the Company''s website www.chemplastsanmar.com

The Company does not have any joint venture or Associate Company during the year or at any time after the closure of the year and till the date of the report.

Particulars of contracts or Arrangement under Section 188 of the Companies Act, 2013

During the year, all contracts / arrangements / transactions entered by the Company with related parties were in the ordinary course of business and at arm''s length basis.

There were no transactions during the year under review attracting the provisions of Section 188 (1) of the Act.

Further, during the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Hence, information in Form AOC - 2 is not applicable.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website and is available in the following link https://www.chemplastsanmar.com/ downloads/investor-relations/csl-policies/related-party-transaction-policy.pdf

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the company

There were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the company and Company''s operations in future.

Material Changes and Commitments affecting the financial position of the Company that occurred after 31st March 2022

There were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year to which the Financial Statements relate and on the date of this report.

Directors and Key Managerial Personnel

Mr V K Parthasarathy and Ms Lavanya Venkatesh, Directors, resigned in April 2021.

Dr Amarnath Ananthanarayanan ceased to be an Independent Director with effect from 26th April 2021 and continued to hold office as Non executive, Non Independent Director with effect from 26th April 2021. He was appointed as a Director liable to retire by rotation at the Annual General Meeting held on 2nd August, 2021.

Mr Chandran Ratnaswami and Mr Vijay Sankar were appointed as Directors liable to retire by rotation at the Annual General Meeting held on 2nd August, 2021.

Mr Aditya Jain, Mr Sanjay Bhandarkar, Mr Prasad Raghava Menon, Dr Lakshmi Vijayakumar were appointed as Independent Directors of the Company with effect from 26th April 2021 for a term of 5 years and their appointment were approved by the shareholders at the subsequent Extra Ordinary General meeting.

Dr Amarnath Ananthanarayanan, Director, will be retiring by rotation pursuant to Section 152 (6) of the Companies Act, 2013. Being eligible he offers himself for re-appointment. His re-appointment has been recommended by the Nomination and Remuneration Committee of Directors.

The Independent Directors have submitted declarations stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. Based on the declarations received from all the Independent Directors and in the opinion of the Board, all the Independent Directors possess integrity, expertise, experience and proficiency and are independent of the management.

During the year, Mr N Muralidharan was appointed as Chief Financial Officer in place of Mr M Chandrasekar, with effect from 1st September, 2021.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the rules thereunder, the Key Managerial Personnel (KMP) of the Company are Mr Ramkumar Shankar, Managing Director, Mr N Muralidharan, Chief Financial Officer and Mr M Raman, Company Secretary. They are also the KMPs of the Company''s wholly-owned subsidiary company, Chemplast Cuddalore Vinyls Limited.

Directors'' Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013.

(a) In the preparation of the annual accounts for the year ended 31st March 2022, the applicable accounting standards have been followed by the Company.

(b) The Directors have selected such 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 as at 31st March 2022 and of the profit of the Company for the year ended on that date.

(c) 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.

(d) The Directors have prepared the annual accounts of the Company on a going concern basis.

(e) 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.

(f) The Company has laid down internal financial controls to be followed and confirms that such internal financial controls were adequate and operating effectively.

Number of Board Meetings

During the year, the Board of Directors met seven times as per details furnished in the Corporate Governance Report.

Audit Committee Composition of Audit Committee

The composition of the Audit Committee is as under and it is in compliance with the provisions of Section 177 of the

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

The Members of the Audit Committee met six times during the financial year under review, as per the details stated in the Corporate Governance Report.

Nomination and Remuneration Committee

The Members of the Nomination and Remuneration Committee met five times during the financial year under review. The details of the constitution of the Nomination and Remuneration Committee, terms of reference and the meetings held during the financial year have been stated in the Corporate Governance Report.

During the year, the Company has formulated a Nomination and Remuneration Policy for formal Annual Evaluation by the Board. The Policy can be accessed through the following link https://www.chemplastsanmar.com/downloads/investor-relations/csl-policies/nomination-remuneration-policy-and-board-evaluation-policy.pdf

Stakeholders Relationship Committee

The Members of the Stakeholders Relationship Committee met once during the financial year under review. The details of the constitution of the Stakeholders Relationship Committee, terms of reference and the meetings of the Committee held during the financial year have been stated in the Corporate Governance Report.

Risk Management Committee

The Members of the Risk Management Committee met twice during the financial year under review. The details of the constitution of the Risk Management Committee, terms of reference and the meetings of the Committee during the financial year have been stated in the Corporate Governance Report.

Corporate Social Responsibility Committee

The Members of the Corporate Social Responsibility Committee met twice during the financial year under review. The details of the constitution of the CSR Committee and the Committee meetings held during the financial year have been stated in the Corporate Governance Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out evaluation of its own performance, the directors individually and evaluation of working of the committees of the Board during the financial year 2021-22 as per the criteria laid down by Nomination and Remuneration Committee. The evaluation process contained various aspects

Companies Act, 2013 read with the rules there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 . ("SEBI Listing Regulations") The scope of the activities of the Audit Committee is set out in the Corporate Governance Report.

Name of the Members	Category
Mr Sanjay Vijay Bhandarkar-Chairman	Independent Director
Mr Prasad Raghava Menon	Independent Director
Mr Vijay Sankar	Non Executive Director

of the functioning of the Board and its committees and their roles, frequency of meetings, level of participation, and independence of judgement, performance of duties and obligations.

The Board expressed its satisfaction on the performance of all the directors, Board and its committees which reflected the overall engagement of the directors, the Board and its committees with the Company.

Familiarisation Programme for the Independent Directors:

The details with respect to familiarisation programme for the Independent Directors are furnished in the Corporate Governance Report.

Personnel

Industrial relations with employees remained cordial during the year. Human Resource Development activities continued to receive considerable attention. The emphasis was on imparting training and developing the skill set of employees to enable them face the challenges in an increasingly complex work environment.

Particulars of employees

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure 3.

Statement containing particulars of employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is provided in the Annexure forming part of this report. In terms of proviso to Section 136 (1) of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. The said Statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

As per the requirement under the provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, an internal Committee has been formed to attend to the complaints of the sexual harassment at workplace, if any, made by female employees.

During the year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism Policy to deal with an instance of fraud or mismanagement, if any. The Directors are pleased to report that during the year under review no untoward or fraud case was reported.

The Company has adopted an ethical code of conduct for the highest degree of transparency, integrity, accountability and corporate social responsibility. Any actual or potential violation

of the Code would be a matter of serious concern for the Company.

This policy has been formulated with a view:

¦ To provide a mechanism for employees of the Company and other persons dealing with the Company to report to the Audit Committee or Director who is nominated by the Audit Committee, as Ombudsman, any instance of unethical behavior, actual or suspected fraud or violation of Company''s Ethics Policy.

¦ To safeguard the confidentiality and interest of such employees / other persons dealing with the Company against victimization, and

¦ To appropriately communicate the existence of such mechanism, within the organization and to outsiders.

¦ To ensure that no personnel is denied access to the Chairman of the Audit Committee in respect of reporting any of above instances.

Corporate Social Responsibility

The Company has all along attached utmost importance to sustainable development.

As mandated by the Companies Act, 2013 and the rules framed thereunder, the Company has formulated a Policy on CSR and has constituted a CSR Committee to recommend and monitor expenditure on CSR.

Details of CSR Expenditure are given in the prescribed format and forms part of this Report and is enclosed as Annexure 2

Auditors

S R Batliboi & Associates LLP, Chartered Accountants, Chennai (Firm Registration No. 101049W/ E300004) were appointed as statutory auditors of the company at the 33rd Annual General Meeting (AGM) held on 27th September 2017, for a second term of 5 (five) years commencing from the conclusion of 33rd AGM in 2017. Hence, on completion of their term of 10 years of appointment, in terms of section 139(3) of the Companies Act, 2013, they are not eligible to be reappointed as Statutory Auditors of the Company.

The Board of Directors as recommended by the Audit Committee of Directors, have subject to the approval of the shareholders of the Company, appointed BSR & Co. LLP, Chartered Accountants (Firm Registration No 101248W/W-100022) as Statutory Auditors of the Company for a period of 5 years, from the conclusion of 38th Annual General Meeting to 43rd Annual General Meeting of the Company, that is, for the Financial Years 2022-23 to 2026-27.

BSR & Co. LLP, Chartered Accountants have confirmed that their appointment which is subject to the approval of the shareholders of the Company, is well within the limits prescribed under the Companies Act, 2013.

Internal Auditors

Subsequent to the close of the year, as recommended by the Audit Committee, M/s RGN Price & Co. LLP, Chartered

Accountants have been appointed as Internal Auditors of the Company with effect from FY 2022-23 in place of M/s. PKF Sridhar & Santhanam, Chartered Accountants who were the Internal auditors of the Company for 2021-22.

Cost Records, Audit and Auditor

Pursuant to Section 148(1) of the Companies Act, 2013 and rules thereunder, the Company is required to maintain cost records/ accounts as specified therein in respect of its products and the Company maintains cost records/ accounts in the prescribed format.

As per provisions of 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 the products of the Company are required to be audited. The Company has appointed N. Sivashankaran & Co, Cost Accountants, Chennai (Firm Registration No. 100662) as cost auditors to audit the cost accounts of the Company for the financial year 2022-23.

The Cost Auditors have given a Certificate to the effect that the appointment, if made, will be within the prescribed limits specified under Section 141 of the Companies Act, 2013.

The Audit Committee has obtained a certificate from the Cost Auditor certifying their independence and arm''s-length relationship with the Company.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is placed before the Members for their approval.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board of Directors have appointed B Ravi & Associates, Company Secretaries in Practice, Chennai to carry out the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as Annexure 4 and forms part of this Report.

Pursuant to Regulation 24A of the Listing Regulations, the Secretarial Audit Report issued by B Ravi & Associates, Company Secretaries in Practice, Chennai to the Company''s material unlisted subsidiary Chemplast Cuddalore Vinyls Limited is also annexed herewith as Annexure 5.

Explanations or comments on the qualification, reservation, adverse remark or disclaimer made by the Statutory Auditors or by the Company Secretary in Practice in their report

For the year under review, there is no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditor or Secretarial Auditor of the Company. Hence the need for explanation or comments by the Board does not arise. The report of the Statutory Auditors forms part of the financial statement.

During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143(12)

of the Companies Act 2013 and rules made there under by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted and therefore no details are required to be disclosed under Section 134(3) of the Act.

The Managing Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under Regulation 17(8) read with Schedule II of Part B of the Listing Regulations.

Secretarial Standards

The Board confirms compliance with the Secretarial Standards notified by the Institute of Company Secretaries of India, New Delhi and applicable to the Company.

Annual Return

Draft Annual return in Form MGT7 as on 31st March 2022 is available in the Company''s website https://www.chemplastsanmar.com/ downloads/annual-report/csl-annual-return-2022.pdf

Green initiative

Your Directors would like to draw your attention to Section 20 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules 2014, as may be amended from time to time, which permits paperless compliances and also service of notice/documents (including annual report) through electronic mode to its members. To support this green initiative of the Central Government in full measure, the Company appeals to all those members who have not registered their e-mail addresses so far, to register their e-mail address in respect of electronic holdings with their concerned Depository Participants and / or with the Company.

Further, the Company will also send the Annual Report for the Financial Year 2021-22 to all the shareholders only through electronic means as per the relaxations provided by MCA Circular dated May 5, 2020, January 13, 2021 and December 14, 2021 and SEBI Circular dated May 12, 2020, January 15, 2021 and 5th May 2022.

During the year under review, there were no:

a) Issue of Equity Shares with differential voting rights, dividend or otherwise as per Section 43(a) (ii) of the Companies Act 2013.

b) Issue of shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54 (1) (d) of the Companies Act, 2013.

c) Instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67 (3) of the Companies Act, 2013 and

d) Revision to the financial statements for the year under review.

Other Particulars

Additional information on conservation on energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of section 134(3)(m) of the Companies Act, 2013, read with Rule 9 of the Companies (Accounts) Rules 2014 is set out in Annexure 1 and forms part of this Report.

Acknowledgements

The Board of Directors thank the customers, vendors, bankers, regulatory and Government authorities, stock exchanges, business associates and all other stakeholders for their assistance, support and cooperation extended. The Directors also thank the Shareholders for their contribution to the success of the Company''s public issue of its equity shares and reposing faith on the Company''s performance. The Board of Directors places on record its appreciation for the committed service of all the employees of the Company.

Cautionary Statement

Statements made in the report, including those stated under the caption "Management Discussion and Analysis" describing the company''s plans, and expectations may constitute, "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

For and on behalf of the Board Vijay Sankar

Chennai Chairman

10th May, 2022 DIN: 00007875

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Mar 31, 2012

The Directors have pleasure in presenting their report along with the accounts for the year ended March 31, 2012.

Corporate Results

2011-12 2010-11 Rs.Crores Rs.Crores

Sales and other income 2352.36 2114.75

Profit before interest, depreciation and taxes 182.17 182.41

Interest 158.88 156.41

Depreciation 93.39 92.78

Profit/(Loss) before tax & exceptional (70.10) (66.78) Reversal/(Provision) for tax

-Deferred Tax 20.96 18.89

Profit/(Loss) after tax before (49.14) (47.89) exceptional item

Exceptional item net off tax - 7.26

Profit/(Loss) after tax (49.14) (40.63)

Reversal/(Provision) for income tax relating to earlier years (2.81) (1.56)

Profit/(Loss) after earlier years tax (51.95) (42.19)

In view of the losses incurred, the Directors do not recommend payment of dividend on equity shares for the year 2011-12.



Personnel

Industrial relations with employees remained cordial during the year. Human Resource Development activities continued to receive considerable attention. The emphasis was on imparting training and develop the skill set of employees to enable them face the challenges in an increasingly complex work environment.

Internal Control Systems

Your company has adequate internal control procedures commensurate with the size and nature of its operations. The audit committee constituted by the Board of Directors is functioning effectively. Internal audit for the year 2011-12 was carried out by PKF Sridhar & Santhanam, Chartered Accountants, Chennai covering all areas of operations. All significant observations were discussed in the audit committee, which met four times during the year under review.

FINANCE

Your company has established a good track record with the bankers and financial institutions, thereby enjoying their confidence fully.

The auditors in their report had referred an opinion with regard to creation of deferred tax asset. Consistent with the practice, which was followed in earlier years, the company has created net deferred tax assets in respect of depreciation and carry forward losses in the current year also. The net deferred tax asset for the year 2011-12 is Rs.2096 lacs, bringing the total net deferred tax asset as of March 31, 2012 to Rs.8137 lacs. Considering the income it expects to generate from its installed asset base in future years, the company believes that the requirements of the Accounting Standard 22 - Accounting for Taxes on Income relating to the creation of deferred tax asset are satisfied.

DELISTING OF SHARES

On January 30, 2012, the Board of Directors of the company approved the delisting proposal by Sanmar Holdings Limited ("Acquirer"), an entity forming part of the promoter group in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 ("Delisting Regulations"). The Acquirer has accepted the exit price discovered through the reverse book building process and has completed all the formalities under the Delisting Regulations. With the acquisition of 13,60,77,722 Equity Shares of Re.1 each by the Acquirer from the Public Shareholders in April 2012, the Promoter Croup's shareholding has increased from 75.00% to 92.01%. The company's shares have been delisted from June 25, 2012.

The delisting initiative will bring flexibility for the company to raise equity resources freely from the promoters and others towards deleveraging its finances and towards further investments, and also the flexibility to reorganise its operations to prevent it from becoming a sick company.

DIRECTORS

Mr V K Parthasarathy and Mr M N Radhakrishnan, Directors retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS

Price Waterhouse & Co, Chartered Accountants are not seeking re-appointment. The company has received a special notice from a shareholder proposing the name of S R Batliboi & Associates, Chartered Accountants as Statutory Auditors of the company for the year 2012-2013 which is being circulated to the shareholders.

STATUTORY INFORMATION

Information as required under section 217 of the Companies Act, 1956 to the extent applicable and relevant is furnished in annexures forming part of the report.

DIRECTORS' RESPONSIBILITY STATEMENT

a) In the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed by the company.

b) The Directors have selected such 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 as at March 31, 2012 and of the loss of the company for the year ended that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The accounts of the company have been prepared on a going concern basis.

CAUTIONARY STATEMENT

Statements made in the report, including those stated under the caption "Management Discussion and Analysis" describing the company's plans, projections and expectations may constitute, "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

For and on behalf of the Board

Chennai P S JAYARAMAN

June 27, 2012 Chairman

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their report along with the accounts for the year ended 31st March 2011.

Corporate Results

2010-11 2009-10

Rs.Crores Rs.Crores

Sales and other income 2111.80 1062.88

Profit before interest, depreciation and taxes 182.44 66.73

Interest 156.44 124.69

Depreciation 92.78 76.38

Profit/ (Loss) before tax & exceptional item (66.78) (134.34)

Reversal/ (Provision) for tax

– deferred tax 18.89 41.91

– fringe benefit tax – 0.02

Profit/ (Loss) after tax before exceptional item (47.89) (92.41)

Exceptional item net off tax 7.26 (35.72)

Profit/ (Loss) after tax (40.63) (128.13)

Reversal/ (provision) for income tax relating to earlier years (1.56) (0.03)

Profit/ (Loss) after earlier years tax (42.19) (128.16)

Considering the challenges faced over the last two years, the company's performance in the year under review, culminating in a profitable last quarter, bodes well for the future.

The company had commissioned two major projects in the previous financial year (2009-10) the state-of-the-art green field PVC plant at Cuddalore, and the 48.5 MW coal based Power Plant at Mettur Dam in replacement of LSHS based power plant of same capacity involving the investment of around Rs.900 crores. The benefits of the projects that were commissioned during the previous year enabled the company to virtually double sales and other income (99% growth). Further, profit before interest, depreciation and taxes increased by 173%. Inspite of increase in interest cost and depreciation, the company was able to reduce the loss before tax and exceptional item by 50% and loss after tax by 67%. Due to extended monsoons both PVC and Pipes sales were depressed for a major part of the year under report, leading to a contraction in margins. However, from the last quarter of financial year 2011, significant improvement in the demand and prices for PVC and all other products have had a healthy effect on margins and the company was able to register profits for the quarter ended March 2011. It is expected that this improvement in financial results will be maintained in future.

In view of the losses incurred, the Directors do not recommend payment of dividend on equity shares for the year 2010-11.

DIRECTORS

Mr M K Kumar retired from the Board effective 24th January 2011. The Directors place on record their appreciation of the valuable services rendered by him during his tenure.

Mr V Ramesh resigned from the Board effective 24th January 2011. The Directors place on record their appreciation of the valuable services rendered by him during his tenure.

Mr P S Jayaraman was reappointed as Chairman of the company for a period of two years with effect from 1st April 2011. Mr S Gopal was reappointed as Managing Director of the company for a period of two years with effect from 1st April 2011.

Mr S V Mony and Mr M S Sekhar, Directors retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS

Price Waterhouse & Co, Chartered Accountants, Chennai, retire and are eligible for re-appointment.

STATUTORY INFORMATION

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended regarding employees, is given in Annexure 'B' to the Directors' Report. However, as per the provisions of Section 219 of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the company, excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Secretary at the Registered Office of the company.

Particulars under Section 217(1) (e) relating to energy conservation and technology absorption are furnished in a separate statement annexed to, and forming part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

a) In the preparation of the annual accounts for the year ended 31st March 2011, the applicable accounting standards have been followed by the company.

b) The Directors have selected such 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 as at 31st March 2011 and of the loss of the company for the year ended that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The accounts of the company have been prepared on a going concern basis.

For and on behalf of the Board

Chennai P S JAYARAMAN

April 26, 2011 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting their report along with the accounts for the year ended 31st March 2010.

Corporate Results

2009-10 2008-09 Rs.Crores Rs.Crores Sales and other income 1062.88 820.48 Profit before interest, depreciation, tax and exceptional items 66.73 30.38 Interest 124.69 75.49 Depreciation 76.38 53.96 Profit/ (Loss) before tax (134.34) (99.07) Provision for tax - current tax (0.03) (0.01) - deferred tax 41.91 32.94 - fringe benefit tax 0.02 (0.47) Profit/ (Loss) after tax before exceptional items (92.44) (66.61) Exceptional item (net of tax) (35.72) - Profit/ (Loss) after tax for the year (128.16) (66.61) Profit brought forward 78.36 144.97 Profit/ (Loss) carried to Balance Sheet (49.81) 78.36

The year under report is a landmark year in the history of the company - both in a positive and negative sense. Positive, because, the company could complete two major projects involving an investment of around Rs.900 crores. This has strengthened the fundamentals of the company and has placed the company in league with high volume PVC (Poly Vinyl Chloride) players in the country. Negative in the sense that, in more than four decades of history of the company, the year under reference recorded, unfortunately, the maximum losses, for reasons mostly beyond the control of the management. It may be noted that the company had incurred losses in the current year as well as in the previous year and these are the only two years when losses were registered in the last 39 years of performance of the company. With the completion of the project activities, the management believes that there are good times ahead for the company.

In September 2009, the company commissioned the state-of-the-art greenfield PVC plant at Cuddalore, Tamil Nadu along with the Marine Terminal Facility at an investment of around Rs.650 crores. The plant has been designed with environment friendly features, which include a facility for Zero Liquid Discharge (ZLD) of process effluents and a sea water desalination plant resulting in zero ground water drawl. Due care and attention has been given in configuring and implementing the project to ensure utmost safety in operation. The plant has reached almost 100% capacity utilisation in quick time and the PVC resin produced in the plant has been received well in the market.

The year also witnessed the commissioning of the 48.5 MW coal based power plant at Mettur Dam to replace the power generation of equivalent capacity hitherto carried out on the basis of fuel oil, thus bringing down the cost of energy significantly.

It may not be out of place to mention here that both these projects have had to face long drawn out legal battles caused by environmentalists with hidden agenda. In a far reaching judgement delivered in March 2010, after several legal proceedings at different judicial levels, the Supreme Court of India had upheld that the PVC plant at Cuddalore has been set up after obtaining all approvals that were required for the purpose. In the case of the coal based power plant at Mettur, the approval granted by the concerned authorities was called back and the construction work had to be stopped midway. It took several months for the legal process to get completed, when the company was restored of all the approvals. After restarting the construction activities, the coal based power plant was commissioned in the last quarter of the year.

It is a matter of record that the PVC project which was complete in all respects in February 09 when a ship carrying raw material was also berthed at Cuddalore. However, the plant could be commissioned only in September 09. Similarly, the construction activities of the coal based power plant, which was almost complete, had to be stopped in July 08 due to legal hindrances. The activities at the plant could be restarted only after 15 months with the completion of legal process and the plant could be commissioned in the last quarter of the financial year. The impact of these extraordinary delays in completion of the projects involving an investment of about Rs.900 crores is the main cause for the financial loss in the current year.

The company would like to acknowledge the complete support and cooperation of the Government of Tamil Nadu, banks, vendors and other stakeholders in successful implementation and commissioning of both these projects.

Besides the delay in project completion as above, the pressure on margins due to increase in input costs and depressed market for Caustic Soda accounted for the loss (after tax) of Rs. 128.16 crores recorded during the year. In view of the losses incurred, the Directors do not recommend payment of dividend on equity shares for the year 2009-10.

However, with the completion of all the major projects, the company is now well poised to exploit the market opportunities and is in a position to ride the commodity cycles better. The management believes that it has weathered the storm ably.

DIRECTORS

During the year, Mr V Ramesh ceased to be the Deputy Managing Director of the company but he continues as a member of the Board.

Mr V K Parthasarathy and Mr M N Radhakrishnan, Directors retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS

Price Waterhouse & Co, Chartered Accounts, Chennai, retire and are eligible for re-appointment.

STATUTORY INFORMATION

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended regarding employees, is given in Annexure B to the Directors Report. However, as per the provisions of Section 219 of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the company, excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Secretary at the Registered Office of the company.

Particulars under Section 217(1) (e) relating to energy conservation and technology absorption are furnished in a separate statement annexed to, and forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

a) In the preparation of the annual accounts for the year ended 31st March 2010, the applicable accounting standards have been followed by the company.

b) The Directors have selected such 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 as at 31st March 2010 and of the loss of the company for the year ended that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The accounts of the company have been prepared on a going concern basis.

For and on behalf of the Board Chennai P S JAYARAMAN April 30, 2010 Chairman