Board’s Report

To

The Members,

Your directors are pleased to present the report on the Company’s business operations together with the Audited Statement of
Accounts for the financial year ended 31^st March, 2023, for your review.

FINANCIAL RESULTS:

OPERATIONS AND OVERALL PERFORMANCE:

During the year under review, the Company had registered
highest ever EBIDTA and Net Profit in its history on the back of
strong performance of its key products viz. Hydrofluoric Acid,
Sulphuric Acid and Specialty Fluorine Chemicals supported by
significant improvements in operation.

Earnings before Depreciation, Finance Cost and Taxation had
increased by 5% at ? 82.7 Crores during the year, compared to
? 78.6 Crores in the corresponding period of the previous year.

Total comprehensive Income for the year was higher at ? 56.1
crores during the year against ? 53.9 crores during previous year.

Detailed analysis of performance of the Company is provided
under Management Discussion and Analysis (MD & A) which
forms part of the Annual Report.

DIVIDEND:

The Board of Directors have recommended a final dividend
at the rate of 65%, ? 6.50/- (Rupees Six and Fifty paise only)
per equity share of ? 10/- each, for the financial year ended
3ist March, 2023. If the final dividend is approved by the
Members at this Annual General Meeting to be held on
27t^h September, 2023, it will be paid on or before 24* October,
2023 to those Members whose names appear in the Company’s
Register of Members as of the close of business hours on
20t^h September, 2023.

Your Company paid the final dividend for the year 2021-22
at the rate of @ 55%), ? 5.50/- (Rupees five and Fifty paise
only) per equity share of ? 10/- each, on 06* October, 2022 to
the shareholders whose names appeared in the Register of
Members on 19* September, 2022.

TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION FUND:

In terms of Section 125 of the Companies Act, 2013, the
Company had transferred the amount of Interim and final
Dividends for the year 2021-22 to the respective shares which
were already been transferred to the Investor Education and
Protection Fund (IEPF) established by the Central Government

Procedure for claiming the shares and unclaimed Dividend
amounts from IEPF Authority is given in this Notice of 49^th
Annual General Meeting.

REVIEW OF BUSINESS OPERATIONS AND
FUTURE PROSPECTS:

As briefed under Management Discussion and Analysis section,
the ongoing initiatives taken by the Company during the past
few years have helped in continuous improvements in the
operations of the Company across all spheres.

The Company plans to continue its focus on increasing the
volume of its key products including the value-added products
(VAP) during the coming years through market penetration and
process improvements.

Your Board of Directors is optimistic of continuous
improvements in the operational performance of the Company
in the coming years.

ALUMINIUM FLUORIDE:

Your Company continues with its strategy of reduced focus on
Aluminum Fluoride due to its lower contribution. However,
your Company will continue to serve its long-term customers
while keeping an eye on the overall bottom-line.

HYDROFLUORIC ACID (HF) & VALUE-ADDED
PRODUCTS (VAPS):

Your Company continues to widen the Customer base and
has also made significant progress in stringent specialty
applications. Your Company was able to increase the
volume during the year. Your Company will embark upon
identification of downstream VAPs in the future to reduce its
over dependence on the traditional markets which are getting
increasingly competitive.

SULPHURIC ACID:

Your Company continued its robust performance in Sulphuric
Acid due to the concerted & continuous efforts made to
improve the productivity and overall operational efficiencies
through process optimization and innovation.

EXPORTS:

Export turnover had increased by 19% to ? 18.63 Crores
against ? 15.63 crores in the previous year. Your Company
endeavors continuously to improve export performance
by expanding the customer base in the current market and
penetrating to new markets.

MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:

There have been no material changes and commitments, if
any, affecting the financial position of the Company which
have occurred between the end of the financial year of the
Company to which the financial statements relate and the date
of the report.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The information pertaining to Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings and Outgo
as required under Section 134(3)(m) of the Companies Act,

2013 read with Rule 8(3) of the Companies (Accounts) Rules,

2014 is furnished as Annexure - A to the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:

Your Company has not provided any loan(s), guarantee(s) to any
person or body corporate and has not made any investment(s)
during the year under Section 186 of the Companies Act, 2013.

PUBLIC DEPOSITS

The Company has not accepted any deposits from Public
within the meaning of Section 73(1) of the Companies Act,
2013, during the year under review.

CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES:

In line with the requirements of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, your Company has formulated a Policy on
Related Party Transactions which is available on Company’s
website www.tanfac.com. The Policy intends to ensure that
proper reporting, approval and disclosure processes are
in place for all transactions between the Company and the
Related Parties.

During the financial year, the transactions with related parties
were entered on an arm’s length basis and in the ordinary
course of business. There were no ‘material’ contracts or
arrangements or transactions, and therefore disclosure in form
AOC-2 is not required.

The Company has obtained necessary prior omnibus approval
of Audit Committee and the Board pertaining to Related Party
Transactions which were in the ordinary course of business
and on an arm’s length basis. All such transactions which
are foreseen and repetitive in nature and/or entered in the
Ordinary Course of Business and are at Arm’s Length are
placed before the Audit Committee on a quarterly basis for its
review and approval.

AUDITORS & AUDITORS' REPORT:

In terms of the provisions of Section 139 of the Act and the
Companies (Audit and Auditors) Rules, 2014, M/s. Singhi
& Co., Chartered Accountants, Kolkata (Firm Registration
No.302049E) were appointed as Statutory Auditors of the
Company for a first term of five years from the conclusion of
the 47^th Annual General Meeting held on 28^th September, 2021
up to the conclusion of the 52^nd Annual General Meeting.

As required under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Auditors have confirmed
that they hold a valid certificate issued by the Peer Review
Board of the Institute of Chartered Accountants of India.

The Report given by the Auditors on the financial statements
of the Company forms part of the Annual Report. There were
no qualifications, reservations or adverse remarks made by
the Auditors in their report and no fraud was reported under
Section 143(12) of the Companies Act, 2013.

AUDITORS’ CERTIFICATE ON CORPORATE
GOVERNANCE

As required under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Compliance Certificate on
Corporate Governance given by the Statutory Auditors, viz.,
M/s. Singhi & Co., is forming part of the Annual Report.

COST AUDITOR

The Board of Directors of the Company had, on the
recommendation of the Audit Committee, approved the

appointment of Shri N. Krishna Kumar, Cost Accountant,
Cuddalore (Membership No.27885) for conducting the audit
of cost records of the Company pertaining to Inorganic and
Organic products manufactured by the Company covered
under Central Excise Tariff Heading Chapter Nos. 28 and 29
respectively in compliance with the Companies (Cost Records
and Audit) Rules, 2014.

The Board of Directors at their meeting held on 21^st April, 2023,
have appointed Shri N. Krishnakumar, Cost Accountant as Cost
Auditor for the Financial Year 2023-24 and necessary filing has
been made with the Central Government.

The Cost Audit Report for the financial year 2022-23 due to
be filed with Ministry of Corporate Affairs (MCA) had been
filed within the due date and there were no qualifications,
observations or adverse remarks made by the Cost Auditor in
his report.

SECRETARIAL AUDITOR:

The Board, in their meeting held on 20^th January 2023, had
appointed Ms. Kalyani Srinivasan (Practicing Company
Secretary, Chennai (C.P. No.3109 & FCS No.5854) to conduct
Secretarial Audit for the Financial Year 2022-23, which, inter
alia, includes audit of compliance with the Companies Act,
2013, and the Rules made under the Act, Listing Agreement
and Regulations and Guidelines prescribed by the Securities
and Exchange Board of India.

The Secretarial Audit Report as required under Section 204 of
the Companies Act, 2013 read with Rule 9 of The Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is furnished under Annexure - C, does not contain
any qualification, reservation or adverse remark.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATOR:

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

CHANGE IN PROMOTOR AND MANAGEMENT
CONTROL:

As disclosed under Note No.28.2 of the Financial Statements,
on 11t^h March, 2022, M/s Anupam Rasayan India Limited (ARIL)
acquired 24,89,802 shares held by Aditya Birla Group (ABG)
through a Share Purchase Agreement dated 1st February, 2022
and obtained joint control over the Company along with the
continuing promoter M/s Tamil Nadu Industrial Development
Corporation Limited (TIDCO). Based on the original Joint
Venture Agreement (JV) signed by ABG and TIDCO, ARIL
replaced ABG as promoter and obtained Management Control
of the Company.

This acquisition of management control had triggered open
offer and in compliance with the SEBI SAST Regulations,
ARIL had made open offer to the public shareholders and
acquired 83,279 shares (0.83%) tendered by public during the
tendering period.

The Company had made an application dated 28t^h May,
2022 to the Bombay Stock Exchange to seek the approval for
reclassification of erstwhile promoters as public category
and M/s Anupam Rasayan India Limited (ARIL) under the new
promoter category. Upon the application, the Bombay Stock

Exchange approved the reclassification Promoters category on
24t^h February, 2023.

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out the Annual
Performance Evaluation of the Board, its committees and of
individual directors in the format (questionnaire) prescribed
by the Nomination and Remuneration Committee of the
Company.

The structured questionnaire covers various aspects of the
Board’s functioning such as adequacy of the composition of
the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance etc.

The performance evaluation of the Directors (without
participation of the relevant Director) was carried out by the
entire Board. The Directors expressed their satisfaction with
the evaluation process.

SEPARATE MEETING OF INDEPENDENT
DIRECTORS:

The Independent Directors of the Company met during the
year to review the performance of Non- Independent Directors
and the Board as a whole, reviewed the performance of the
Chairperson of the Company and assessed the quality, quantity
and timeliness of flow of information between the Company
management and the Board without the presence of the Non¬
Independent Directors and members of the Management.

RISK MANAGEMENT POLICY:

The Company has internally constituted a Risk Management
Committee to define its roles and responsibilities and laid
down the procedure to assess the risk and minimization
procedures. The Risk Management includes identifying types
of risks and its assessment, risk handling & monitoring and
reporting. The Board through its Audit Committee shall also be
responsible for framing, implementing and monitoring the risk
management plan for the Company. The details of identified
risk and mitigation plan would be reviewed by the Committee
every quarter and forwarded with their recommendation, if
any to the Audit Committee/Board for its review.

The details of Risk Management as practiced by the Company
are provided as part of Management Discussion and Analysis
Report.

Your Company has become a top 1000 Company with effect
from 1st April, 2023 based on the market capitalization of BSE
as on 31st March, 2023. To comply with the listing requirement
for the top 1,000 companies, the Board, in its meeting held
on 21st April, 2023, had duly constituted Risk Management
Committee. The details of the members of the Committee have
been given elsewhere in the report.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, mandated the formulation of certain
policies for all listed entities. The policies are reviewed
periodically by the Board and updated based on need and new
compliance requirements and are available on the Company’s
official website viz., www.tanfac.com.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

Mr. Afzal Harunbhai Malkani (DIN: 07194226), Director is liable
to retire by rotation at the ensuing Annual General Meeting and
being eligible offers himself for re-appointment.

Mr. K. Send hi l Naathan, (DIN: 08850046) was appointed as
Managing Director with effect from 27^th August, 2020 for a
period of three years and the Board proposes to re-appoint
him for further period of eighteen months with effect from
27th August, 2023 subject to approval of shareholders in this
Annual General Meeting.

In terms of the provisions of Section 203 of the Act,
Mr. K. Sendhil Naathan, Managing Director, Mr. N.R. Ravichandran,
Chief Financial Officer and Mr. H. Narayanarao, Company
Secretary are the Key Managerial Personnel of your Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of your Company have given their
certificate of independence to your Company stating that
they meet the criteria of independence as mentioned under
Section 149(6) of the Companies Act, 2013. The details of the
training and familiarization programmes and the Annual Board
Evaluation process for Directors have been provided in the
Corporate Governance Report.

The terms and conditions of appointment of Independents
Directors, in line with the provisions of Schedule IV of the
Companies Act, 2013 are available on the Company’s official
website link viz.., http://www.tanfac.com/documents/who
appointment independent directors.pdf

All Independent Directors of your Company have registered
their name in the data bank maintained with the Indian
Institute of Corporate Affairs, Manesar in terms of the provisions
of the Companies (Appointment and Qualification of Directors)
Rules, 2014.

BOARD EVALUATION:

The evaluation of Board of Directors and the Board, as
required under Section 149 of the Companies Act, 2013,
read with Schedule IV under Chapter VIII were done through
selected parameters related to their roles, responsibilities and
obligations of the Board and functioning of the Committee.

Pursuant to SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the key function of the
Board of Directors includes:

• To review and guide Corporate Strategy, major Plan of
Action, Risk Policy, Annual Budgets & Business Plans,
setting Performance Objectives.

• Monitoring the effectiveness of the Company’s
governance practices;

• Ensuring the integrity of the Company’s Accounting and
Financial Reporting Systems, including the Independent Audit;

• To provide strategic guidance;

• To maintain high ethical standards in the interest of the
stakeholders;

• To exercise objective independent judgement on
corporate affairs.

Accordingly, the performance of the Board was evaluated after
seeking inputs from all the directors on the basis of the criteria
such as the board composition and structure, effectiveness
of board processes, information and functioning, etc. Similar
evaluation was carried out by the Committee of the Board of
Directors after seeking their inputs.

NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2022-23, the Board met five times
and further details are provided in the Report on Corporate
Governance that forms part of this Annual Report.

The intervening gap between any two meetings was within
the period as prescribed under the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and MCA circulars thereon.

BOARD COMMITTEES:

Presently, the Board has four Committees, viz., Audit Committee,
Nomination and Remuneration Committee, Stakeholders’
Relationship Committee and CSR Committee comprising of the
required combination of Non-Independent and Independent
Directors. For further details, please refer to the Report on
Corporate Governance section of the Annual Report.

Your Company has become a top 1000 Company with effect
from 1^st April, 2023 based on the market capitalization of BSE
as on 31st March, 2023. To comply with the listing requirement
for top 1,000 Company, the Board, in its meeting held on
21st April, 2023, had duly constituted Risk Management
Committee consisting of following Directors and Senior
management:

1. Mr. Afzal Malkani, Chairperson of the Committee

2. Mr. M.R.Sivaraman

3. Mr. V.T.Moorthy

5. Mr. K.Sendhil Naathan

6. Mr. N.R.Ravichandran, Chief Financial Officer

Chief Financial Officer will act as the Chief Risk Officer (CRO).

ANNUAL RETURN:

Annual Return as required under Section 92(3), copy of Annual
Return is placed on the Company’s website. The web link to
access the annual return is https://tanfac.com/documents/
MGT-7-Annual-Return-2022-23.pdf

INTERNAL FINANCIAL CONTROL (IFC):

The Internal Financial control (IFC) stipulates a process
designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles.

The observations by the Internal Auditors and corrective
actions thereon are presented at the Audit Committee which
also oversees and evaluates the IFC periodically.

The Directors Responsibility Statement required under Section
134(5) of the Companies Act, 2013, are available elsewhere in
the Directors’ Report.

CORPORATE GOVERNANCE:

Your Company is strongly committed towards its philosophy
of Corporate Governance. The Corporate Governance Report,
along with the Auditors certificate regarding compliance of
the conditions of the Corporate Governance as stipulated
in Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Listing Agreement
is forming part of the Annual Report.

A Certificate of the Managing Director and Chief Financial
Officer of the Company, in terms of Regulation 17(8) as specified
in Part B of Schedule II read with SEBI (LODR) Regulations,
2015, confirming the correctness of the Financial Statements,
adequacy of the Internal Control measures and reporting of
matters to the Audit Committee, is annexed.

Your directors are pleased to report that the Company has fully
complied with the SEBI guidelines and Corporate Governance
as on Financial Year ended 31st March, 2023 and will continue
to comply with the same.

LISTING WITH STOCK EXCHANGES:

The Company is listed in The Bombay Stock Exchange of
India Limited (BSE) and the Stock Code is 506854 & ISIN

INE639B01015. The Company confirms that it has paid the
Annual Listing Fees for the year 2023-24 to BSE where the
Company’s Shares are listed.

INSURANCE:

The Company’s properties, Fixed Assets (including Building,
Plant and Machinery & other insurable assets) and Currents
Assets (including stock of Raw Materials, Finished Goods,
Stores and Spares etc.,) are adequately insured.

MANAGEMENT’S DISCUSSION AND ANALYSIS
REPORT:

As required under Regulation 34(2)(e) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
read with the Listing Agreement, the Management’s Discussion
and Analysis Report (MD & A) for the year under review has
been made & forming part of the Annual Report.

PERSONNEL:

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Companies Act,
2013 read with Rules 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are
provided in the Annual Report.

Particulars pursuant to Section 197(12) and the
relevant Rules.

The information required under Section 197 of the Act and
the Rules made thereunder, in respect of employees of the
Company, is as follows:

a. The ratio of the remuneration of each director to
the median remuneration of the employees of the
Company for the financial year;

Apart from remuneration to the Managing Director as per
terms of appointment approved by the members, except
for sitting fees for attending meetings of the Board &
Board Committees, no other remuneration is being paid
to other Directors. For this purpose, Sitting fees paid to
the Directors have not been considered as Remuneration.

b. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary for the financial
year 2022-23 and Ratio of remuneration of Director to the medium remuneration of the employees of the Company for the
financial year is as under:

c. The percentage increase in the median remuneration of
employees in the financial year was 26%:

During the Financial year 2022-23, there was an increase
of 23% over the previous financial year, in the Median
remuneration of the employees. The calculation of
percentage increase in the Median remuneration is based
on comparable employees.

d. The number of permanent employees on the rolls of
Company:

There were 131 permanent employees on the rolls of the
Company as on 31^st March, 2023 (135 no. of employees as
on 31st March, 2022).

e. Average percentile increases already made in the salaries
of employees other than the managerial personnel
in the last financial year and its comparison with the
percentile increase in the managerial remuneration

and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial
remuneration:

Average increase for Managing Director, Chief
Financial Officer and the Company Secretary was at
53% compared to 14% increase considered for other
Non-Managerial Personnel.

f. Affirmation that the remuneration is as per the
remuneration policy of the Company:

It is hereby affirmed that the remuneration paid to employees
is as per the Group HR Policy duly adopted by the Company
through its Nomination and Remuneration Committee.

The statement containing names of top ten employees
in terms of remuneration drawn and the particulars
of employees as required 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 available for inspection in
electronic mode. Any Member interested in obtaining a
copy of the same may write to the Company.

INDUSTRIAL RELATIONS:

Employee relations continued to be cordial throughout
the year. The whole-hearted support of employees in the
implementation of ISO-9001 systems, ISO 14001, ISO 45001 in
energy contribution initiatives and amply demonstrates the
high level of teamwork, sense of belonging to the organization,
and solidarity with the Management.

RESEARCH AND DEVELOPMENT:

Your Company has made the following efforts in Research &
Development:

• Your Company is in advance stage of monitoring the R&D/
Pilot Plant facility.

• Your R&D will focus on Process development of
Fluorinated Specialties through AHF fluorination.

• R&D Engineers have successfully utilized waste heat to
dry fluorspar & distillation process.

• Your R&D Engineers have developed innovative & Reliable
design of Heat exchanger for DHF process.

• Your R&D Engineers put continuous efforts to improve the
reactivity in AHF process so as to reduce the consumption
norms.

Your R&D Team implemented innovative ideas to increase
the productivity of Sulphuric acid, KF and AHF.

• Continuous efforts and out of box thinking by Engineers
towards Energy conservation measures have resulted in
year to year (YOY) reduction in Average Power and Fuel
Costs.

• Your Company has introduced IOT and Energy
Management system in various plant locations/
operations.

SAFETY, HEALTH AND ENVIRONMENT
PROTECTION (SHE):

Your Company is committed to Safety, Health and
Environmental Management System and processes.

Your Company has an Integrated Management System
(IMS) Certified by Intertek Certification Limited, UK for ISO
9001-2015-Quality Management System (QMS), ISO14001-
2015 -Environmental Management System (EMS) and ISO
45001:2018 for Occupational Health and Safety Management
Systems.

As your Company is located in Coastal location & Chemical
Complex, Company continues to do considerable spending
on improving the stability of the Building and Structural’ s,
replacement of pipe lines through predictive maintenance,
revamping of Cable Trays, Pipe racks and replacement of MCC
panels with latest LOTO features.

Your Company focusses on improving the process Safety
aspects such as introduction of Remote Operated Valves in
AHF storage Tank farm, installation of PLC in Batch Operated
plants, Automatic stop valve and online respiratory system in
filling areas.

SHE & Operations Team in view of various process Improvement
& Energy saving Schemes implemented, revised the P& Id of all
plants and reconducted Hazop Study.

In Acid transfer lines introduced Double armoured pipe in
place of normal pipelines.

Your Company is practicing the Safety procedures and Permit
to Work system in line with international Systems & Practices.

You Company ensures stringent implementation of Safety
and Environment Protection measures and the Board has
mandated accordingly. Safety visuals, pictorials and sign
boards are implemented across the plant areas.

Your Company Periodically Conducts Safety Audit and Risk
Assessment to monitor risks and to have action plan for
countering the risks. Your Directors also periodically reviews
the safety Performance.

Your Company periodically conducts onsite mock drills and
actively coordinates with the local Government and other
nearby companies & customers.

Your Company continually conducts training and retraining on
safety and sustainability aspects and rewarded employees and
contract workmen who have significantly contributed towards
sustainable development.

In line with Tamil Nadu Government Vision 2023 “Green Tamil
Nadu Mission” your Company has increased the green belt
coverage both inside and outside of the factory premises.

Sustainability:

Sustainability is built in as a core element of our business and
strategy. The chemical industry is one of the leading emitters
of direct GHG emissions across the world. Understanding this,
your Company has prioritized the need for Energy savings and
reduction in GHG emissions from plant operations.

This is being achieved through increased investments in more
efficient technologies, reduction in energy consumption, and
the use of alternative sources of energy to reduce overall GHG
emissions.

With Continued efforts in Environment, Health & Safety
aspects, we show our progress, performance and practices
adopted with respect to environment, social and governance
related aspects and future goals and targets as a part of the
sustainability journey road map.

Your Company has proactively prepared Business
Responsibility Sustainability Report (BSSR) for FY-23 as per
the National Guidelines on Responsible Business Conduct
(NGRBC) and with the United Nations Guiding principles on
Business & Human Rights (UNGPs).

MANAGEMENT POLICY:

We at TANFAC Industries Limited are committed to continual
improvement of the processes of Management System

affecting Quality, Cost, and Delivery along with Environmental
Impact to prevent pollution and to comply with requirements
of customers and interested parties and public.

SUSTAINABLE DEVELOPMENT - COMMUNITY
DEVELOPMENT INITIATIVES - CORPORATE
SOCIAL RESPONSIBILITY (CSR):

CSR is a continuing commitment by business to behave
ethically and contribute to economic development of the local
community and society at large. Creating value for the society
is one of the major initiatives of CSR.

In terms of the provisions of Section 135 of the Act read with
the Companies (Corporate Social Responsibility Policy) Rules,
2014, the Board of Directors of your Company has constituted
a Corporate Social Responsibility (“CSR”) Committee chaired
by Mr. V.T.Moorthy, Independent Director. Other Members of the
CSR Committee are Mr. M.R.Sivaraman, IAS Retd., Independent
Director, Mrs. R.Rajalakshmi, Independent Director,
Mr. R. Karthikeyan, Non-Executive and Non-independent
Director (upto 24 ^th March, 2023) and Mr. Afzal Harunbhai Malkani,
Non-Executive Director (with effect from 21^st April, 2023).

Your Company also has in place a CSR Policy which is available
at - TANFAC-CSR-Policy.pdf .

Your Company’s CSR activities are focused on Social
Empowerment and Welfare, Infrastructure Development,
Sustainable Livelihood, Healthcare and Education. Various
activities across these segments have been initiated during the
year around the plant location, neighboring villages around
Cuddalore and Cuddalore District.

Focused areas are Education, Health, Sustainable Livelihood,
Infrastructure development and social empowerment. All our
CSR activities are carried out under the support and guidelines
of Anupam Group for Community Initiatives and Rural
Development. Your company is carrying out its community
welfare activities in and around Cuddalore for more than a
decade to underserved communities even when it was not
under the ambit of CSR obligation.

Your Company motivates and encourages its employees to
actively participate in the various community development
and CSR activities.

During the year ? 79.07 lakhs was spent on CSR activities which
is more than the obligation of 2% of the average net profits of
the last 3 financial years.. A detailed report on CSR initiatives is
annexed as Annexure ‘C’ to this report.

OTHER DISCLOSURES

• No Material changes and Commitments affected
the financial position of your Company between the
end of the financial year and the date of this Report.

• Your Company has not issued any shares with
differential voting rights.

• There was no revision in the financial statements.

• There has been no change in the nature of business
of your Company.

• Your Company has not issued any sweat equity
shares.

• Though the Company become top 1000 listed
company of BSE for the financial year 2023 -24,
the Company opts to voluntarily include Business
Responsibility and Sustainability Report (BRSR) for
the financial year 2022-23. Please refer Annexure D
to the Board Report.

PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE:

Your Company has zero tolerance for sexual harassment at
workplace. The Company has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at workplace
in line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
(POSH Act) and the Rules framed thereunder. Your Company
has complied with provisions relating to the constitution of
Internal Complaints Committee under the POSH Act. During
the year under review your Company did not receive any
complaint of sexual harassment.

HUMAN RESOURCES DEVELOPMENT:

Human resources play a significant role in your Company’s
growth strategy. Your Company believes that its knowledge
capital will drive growth and profitability. The ongoing focus is
on attracting, retaining and engaging talent with the objective
of creating a robust talent pipeline at all levels. Your Company’s
Employee Engagement Score reflects high engagement and
pride in being part of the organization.

Corporate Human Resources plays a critical role in your
Company’s talent management process. Initiatives like robust
talent reviews, career development conversations and best-
in-class development opportunities will help enhance the
employee experience at your Company.

Your Company is engaged in a constructive relationship with
employees with an emphasis on productivity and efficiency
and underlining safe working practices. As on 31st March,
2023, your Company’s employee strength was 131 employees
(previous year 135 employees).

CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management
Discussion and Analysis describing your Company’s objectives,
projections, estimates, expectations or predictions and plans
may be ‘forward looking statements’ within the meaning
of applicable securities laws and regulations. Actual results
could differ materially from those expressed or implied.
Important factors that could make a difference to your
Company’s operations include global and Indian demand-
supply conditions, sales realizations, feed stock prices, cyclical
demand and pricing in the Company’s principal markets,
changes in government regulations, tax regimes, economic
developments within India and the countries within which
your Company conducts business, geopolitical tensions, risks
related to an economic downturn or recession in India, the
ongoing efforts of the government and other factors. Your
Company is not obliged to publicly amend, modify or revise any
forward-looking statements on the basis of any subsequent
development, information or events, or otherwise.

ACKNOWLEDGEMENT:

Your directors wish to express their appreciation for the continued assistance and cooperation of the consortium banks,
Government authorities, customers, vendors and members during the year under review.

On behalf of the Directors and all shareholders, I would like to place on record my sincere appreciation of the committed services
by the entire TANFAC family, comprising officers, staff and workers.

Finally, I look forward to your continued understanding and support in taking your Company forward in these challenging times.

For and on behalf of the Board

Place: Chennai (Mariam Pallavi Baldev)

Date: 17^th July, 2023 Chairperson