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Bhagyanagar Properties Ltd.

BSE: 540621 Sector: Infrastructure
NSE: BHAGYAPROP ISIN Code: INE363W01018
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NSE 00:00 | 30 Nov 41.55 0.10
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OPEN 40.80
PREVIOUS CLOSE 41.35
VOLUME 6730
52-Week high 46.35
52-Week low 26.50
P/E 46.46
Mkt Cap.(Rs cr) 132
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 40.80
CLOSE 41.35
VOLUME 6730
52-Week high 46.35
52-Week low 26.50
P/E 46.46
Mkt Cap.(Rs cr) 132
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bhagyanagar Properties Ltd. (BHAGYAPROP) - Director Report

Company director report

To the Members of

Bhagyanagar Properties Limited

The Directors have pleasure in presenting the 16th AnnualReport of your Company and the Audited financial statements for the financial year ended31 st March 2022 together with Auditors' Report thereon.

FINANCIAL RESULTS:

The standalone and consolidated performance of the Company during theyear is summarized below:

(Amount in lakhs)

Standalone

Consolidated

Particulars 2021-22 2020-21 2021-22 2020-21
Sales and other Income 147.02 331.79 999.84 769.05
EBIDTA 0.10 164.42 580.81 388.98
LESS :
Depreciation 12.30 12.30 18.72 18.72
Interest and Finance charges 1.33 71.53 161.52 191.33
Profit Before Taxation (13.53) 80.59 400.57 178.94
Provision for Taxation :
Current Tax - - 90.54 23.34
Deferred Tax Liability/(Assets) - (226.09) - (226.09)
MAT Credit Entitlement - 255.71 - 255.71
Taxes for earlier years - (86.32) (69.03) (86.32)
Profit after Tax (13.53) 137.29 379.05 212.30
Add: Other Comprehensive Income - - - -
Total Comprehensive Income (13.53) 137.29 379.05 212.30
Less: Minority Interest (Current year's Profit/(loss)) - - 79.48 18.05
Surplus brought forward from previous year 1554.43 1417.14 1970.99 1776.73
Add: MAT credit of earlier years - - - -
Less: Profit / (Loss) of earlier years on acquisition of subsidiaries - - (12.35) -
Balance available for appropriation 1540.91 1554.43 2258.21 1970.99
APPROPRIATION:
Balance c/f to Balance Sheet 1540.91 1554.43 2258.21 1970.99

PERFORMANCE AND OPERATIONS:

During the year 2021-22 the Company's consolidated revenue fromoperations and other income stood at Rs 999.84 lakhs EBIDTA is Rs 580.81 lakhs and Profitafter Tax (PAT)

Rs 379.05 lakhs.

The Company and its subsidiaries have sizeable land bank in and aroundHyderabad. In view of the rapid growth of e-commerce as well as information technologycompanies in Hyderabad the Company has set up a Warehouse at Gachibowli Hyderabad witharound 150000 Sq.ft. and further the Company has setup co-working space around 30000Sq.ft with high standard facilities for IT. Presently the Company is having tenants likeAmazon Flipkart ITC Kia Motors Hyundai Skoda Steelcase etc.

The Hon'ble High Court of Telangana in its Judgement dated 28thApril 2022 has held that the land situated in Vattinagulapally Village RajendranagarMandal Rangareddy District and covered in EPTRI Report falls outside the catchment areaof Osmansagar and Himayatsagar lakes and therefore the G.O No. 69 dated 12.04.2022 doesnot apply to such lands and such lands are subject to the same development regulations asits adjoining lands.

VOLUNTARY DELISTING OF EQUITY SHARES:

The Company has received Initial Public Announcement dated 18th April2022 made by akasam consulting private limited

Manager to the Offer on behalf of the Acquirers expressing theintention of the Acquirers along with the Promoter and Promoter Group of the Company toacquire all the equity shares of the Company having face value of Rs 2 each that are heldby public shareholders and consequently voluntarily delist the Equity Shares from boththe stock exchanges i.e. BSE Limited and National Stock Exchange Ltd. where the equityshares are presently listed by making a Delisting

Offer in accordance with SEBI (Delisting of Equity Shares) Regulations2021 (‘Delisting Regulations').

Thereafter in-principle approval application has been filed with thestock exchanges on 31.05.2022 and an amount of Rs 27.50 Cr deposited in BPL DelistingEscrow Account.

However based on the observations of Stock Exchanges the Floor Pricehas been re-calculated in accordance with Regulation 20(2) and 20(3) of the SEBI DelistingRegulations by taking the Reference Date as the date of Board Meeting wherein thedelisting proposal was considered and approved. Accordingly the revised Floor Price isarrived at Rs 37.83 (previously Rs 33.34) per equity share. Subsequently the Acquirershave declared the revised Indicative Price as Rs 37.90 (previously Rs 34.00) per equityshare. In regard with the increase in the Indicative Price an additional amount of Rs2.90 Cr has been deposited in the Escrow Account.

On clearance by SEBI the revised Floor Price and Indicative Price hasbeen published in the nationwide newspapers and communicated to stock exchanges and allthe shareholders through e-mail and letters on 15th July 2022.

The In-principle approval from the stock exchanges is being awaited.

SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES:

Your Company has the following two subsidiaries and one step-downsubsidiary as on 31.03.2022. There are no associates or joint venture companies within themeaning of Section 2(6) of the Companies Act 2013 ("Act"). There has been nomaterial change in the nature of business of the subsidiaries.

Sr. No. Name of Subsidiary Holding/ Subsidiary
1. Scientia Infocom India Private Limited Subsidiary Wholly Owned
2. Metropolitan Ventures India Limited Hyderabad Solar Private Limited Subsidiary Step down
3. (100% Subsidiary of Scientia Infocom Private Limited) subsidiary

In terms of proviso to sub-section (3) of Section 129 of the

Companies Act2013 the salient features of the financial statement ofthe subsidiaries and associates is set out in the prescribed Form AOC-1 which forms partof the Annual Report. Pursuant to the provisions of Section 136 of the Companies Act2013 the consolidated financial statements of company along with relevant documents aremade available on the website of the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements are prepared in accordance withIndian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards)Rules 2015 notified under Section 133 of the Companies Act 2013 and other relevantprovisions of the Companies Act 2013.

The Consolidated Financial Statements for the financial year ended 31stMarch 2022 forms part of the Annual Report. As per the provisions of Section 136 of theCompanies Act 2013 the Company has placed separate Audited accounts of its Subsidiarieson its website www.bhagyanagarproperties. com and a copy of separate Audited FinancialStatements of its Subsidiaries will be provided to shareholders upon their request.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors state that during the year under review applicableSecretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings of the Board ofDirectors' and ‘General Meetings' respectively have been duly followedand complied by the Company.

SHARECAPITAL:

The paid-up Equity Share Capital as on 31st March 2022 wasRs 63990000/- divided into 31995000 equity shares of face value of Rs 2/- each.

TRANSFER TO RESERVES:

The Board of Directors of the Company have not recommended for transferof any amount to the General Reserve for the financial year ended 31 st March2022.

DIVIDEND:

During the year under review the Board of Directors has notrecommended any dividend on the Equity Shares of the Company due to low profitability andcapex plans.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required underSchedule-V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms an integral part of this Report and gives details of the overall industry structuredevelopments performance and state of affairs of the Company's business internalcontrols and their adequacy risk management systems and other material developmentsduring the financial year.

Management Discussion and Analysis Report is presented in a separatesection which forms part of the Annual Report as Annexure-II.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year 2021-22 the Company has not covered under the criteriaof Section 135(5) of Companies Act 2013. The Company however over the years is pursuingas part of its Corporate Social Responsibility for welfare and aspirations of theCommunity. The CSR activities of the Surana Group are guided by the vision and philosophyof its founding father Shri Late G Mangilal Surana who embodied the value of trusteeshipin business and laid the Foundation for its ethical and value-based functioning. The coreelements of CSR activities include ethical functioning respect for all stake-holdersprotection of human rights and care for the environment. The G.M. Surana Foundation isestablished purely for the purpose of providing medical relief to the people who are inbelow poverty line. It is being run by qualified and registered doctors.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 of the Companies Act2013 with respect to the Directors' Responsibility Statement the Board of Directorsof the

Company hereby confirms:

(a) that the preparation of the annual accounts for the financial yearended 31 st March 2022 the applicable accounting standards have been followedalong with proper explanation relating to material departures if any; (b) that thedirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year 31 stMarch 2022 and of the profit of the company for the year ended on that date;

(c) that the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; (d) that the directors have prepared the annual accounts for thefinancial year ended 31 st March 2022 on a going concern basis;

(e) that the directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and

(f) that the Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

STATEMENTONDECLARATIONGIVENBYINDEPENDENT DIRECTORS:

The Independent Directors have submitted the declaration ofindependence as required pursuant to sub-section (7) of section 149 of the Companies Act2013 and Regulation 25 (8) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 stating that they meet the criteria of independence as provided insub-section (6) of Section 149.

NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of the Nomination

& Remuneration Committee framed a policy which lays down aframework in relation to selection appointment and remuneration to Directors KeyManagerial Personnel and Senior Management of the Company. The details of Nomination andRemuneration Committee and Policy are provided in the Corporate Governance Report.

PARTICULARS OF LOANS GUARANTEES OR SECURITIES OR INVESTMENTS:

The details of Loans Guarantees Securities and Investments madeduring the financial year ended 31 st March 2022 are given in the notes to theFinancial Statements in compliance with the provisions of Section 186 of the CompaniesAct 2013 read with Companies (Meetings of Board and its Powers) Rules 2014.

RELATED PARTY TRANSACTIONS:

The Related Party Transactions entered into by the Company during theyear are in its ordinary course of business and on arm's length basis. There were nomaterially significant related party transactions between your Company and the DirectorsPromoters Key Managerial Personnel and other designated persons which may have apotential conflict with the interest of your Company at large. All the related partytransactions are placed before the Audit Committee as well as before the Board for theirapproval wherever required. Prior omnibus approval of the Audit Committee is obtained forthe transactions which are of a foreseeable and repetitive in nature. A statement givingdetails of all related party transactions entered into pursuant to the omnibus approval sogranted are placed before the Audit Committee and the Board of Directors on a quarterlybasis. The Company has developed a Policy on Related Party Transactions for the purpose ofidentification and monitoring of such transactions.

The policy on Related Party Transactions is available on theCompany's website http://www.bhagyanagarproperties.com/ codes-and-policies.html Theparticulars of contracts or arrangements with related parties referred to in sub-section(1) of section 188 is prepared in Form AOC-2 pursuant to clause (h) of the Companies(Accounts) Rules 2014 and the same is annexed herewith as "Annexure-III" tothis Report.

AUDIT COMMITTEE:

The Audit Committee consists of Shri Srinagesh Boorugu (IndependentDirector) as Chairman Shri N.Krupakar Reddy (Independent Director) and Smt. Sanjana Jain(Independent Director) as members. The Committee inter-alia reviews the InternalControl System Reports of Internal Auditors and compliance of various Regulations. TheCommittee also reviews the financial statements before they are placed before the Board.The recommendations made by the Audit Committee to the Board from time to time during theyear under review have been accepted by the Board. Other details with respect to theAudit Committee such as its terms of reference the meetings of the Audit Committee andattendance thereat of the members of the Committee are separately provided in this AnnualReport as a part of the Report on Corporate Governance.

ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) ofthe Act read with Rule 12 of the Companies (Management and Administration) Rules 2014the draft of the Annual Return of the Company for the financial year 31 stMarch 2022 is uploaded on the website of the Company and can be accessed athttps://www.bhagyanagarproperties.com/ annual-report.html

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 as amended from timeto time is annexed to this Report as ‘Annexure-I' forming part of this Report.

RISK MANAGEMENT POLICY:

In terms of the requirement Section 134(3)(n) of the Companies Act2013 and Regulation 21 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has developed and implemented theRisk Management Policy. The Audit Committee has additional oversight in the area offinancial risks and controls. Major risks identified by businesses and functions aresystematically addressed through mitigating actions on a continuing basis. The developmentand implementation of risk management policy has been covered in the management discussionand analysis report which forms part of this report. At present the

Company has not identified any element of risk which may threaten theexistence of the company.

EVALUATION OF THE BOARD COMMITTEES INDEPENDENT DIRECTORS INDIVIDUALDIRECTORS AND CHAIRPERSON OF THE COMPANY:

During the year under review the Independent Directors of the Companyin terms of Schedule IV and Regulation 25(3)(4) of SEBI (LODR) Regulations 2015evaluated the performance of the Board as a whole each Non-Independent Director and theChairperson of the Company. Further in terms of Section 178(2) of the Companies Act2013 as amended the Nomination and Remuneration Committee evaluated the performance ofthe Board as a whole and the Individual Directors. The Board also as per the provisions ofRegulation 17(10) of SEBI (LODR) Regulations 2015 evaluated the performance of theIndependent Directors and the Committees of the Board in terms of Section 134(3) (p) ofthe Companies Act 2013 read with Rule 8(4) of the Companies (Accounts) Rules 2014. Theevaluations are done on the basis of a structured questionnaire which contains evaluationcriteria taking into consideration various performance related aspects. The Board ofDirectors has expressed their satisfaction with the evaluation process.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shri Manish Surana Director of the Company will retire by rotation atthis Annual General Meeting and being eligible offers himself for re-appointment.

During the period under review Shri N.Krupakar Reddy had beenappointed as an Independent Director of the Company w.e.f. 8th June 2021 for aperiod of five (5) consecutive years and Shri Srinagaesh Boorugu had been re-appointed asan Independent Director of the Company w.e.f. 17th March 2022 for second termof five (5) consecutive years.

During the period under review Mr. Vikaram Singh Thakur had resignedfrom the position of Company Secretary and

Compliance officer of the Company w.e.f 21.07.2021 and Ms

Sonal Jaju had been appointed as Company Secretary and

Compliance Officer of the Company w.e.f. 01.10.2021.

The brief particulars of Directors seeking appointment/ re-appointmentat this Annual General Meeting are being annexed to the Notice.

Pursuant to the provisions of Section 203 of the Companies Act 2013as on 31st March 2022 Shri Devendra Surana Whole-time Director Ms. ShreshaSurana Chief Financial

Officer and Ms. Sonal Jaju Company Secretary are the Key

Managerial Personnel of the Company.

MEETINGS OF THE BOARD:

During the financial year under review 5 (Five) Board Meetings wereconvened and held. The details of the meetings are given in the Corporate GovernanceReport. The intervening gap between the meetings was within the period of 120 days asprescribed under the Companies Act 2013 and Regulation 17 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

DEPOSITS:

The Company has not accepted any deposits falling under the ambit ofSection 73 of the Companies Act 2013 (‘the Act') and the Rules framedthereunder during the year under review.

LISTING OF EQUITY SHARES:

The Company's equity shares are listed on the following StockExchanges: (i) BSE Limited Phiroze Jee Jeebhoy Towers Dalal Street Mumbai –400 001 Maharashtra India; and

(ii) National Stock Exchange of India Limited Exchange PlazaFloor 5 Plot No. C/1 G Block Bandra –Kurla Complex Bandra (East) Mumbai –400 051 Maharashtra India. The Company has paid the Annual Listing Fees to the saidStock Exchanges for the Financial Year 2022-23.

STATUTORY AUDITORS AND AUDITORS REPORT:

As per Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 the term of M/s. Luharuka & Associates (Firm Registration No.01882S) as the Statutory Auditors of the Company would complete with the conclusion of 16thAnnual General Meeting of the Company. The Board of Directors of the Company at theirmeeting held on 2nd May 2022 on the recommendation of Audit Committee hasmade its recommendation for re-appointment of M/s. Luharuka & Associates (FirmRegistration No. 01882S) as the Statutory

Auditors of the Company to hold office from the conclusion

16th Annual General Meeting till the conclusion of 21stAnnual General Meeting of the Company subject to the approval of the Members at theensuing Annual General Meeting. M/s. Luharuka & Associates has expressed itswillingness to be re-appointed as the Statutory Auditors of the Company and also confirmedits eligibility in compliance with the provisions of Sections 139 141 and otherapplicable provisions of the Act. The Board of Directors recommends to the Members there-appointment of M/s. Luharuka & Associates as the Statutory Auditors of the Company.Accordingly the proposal for their re-appointment is included in this Notice of 16thAnnual General Meeting as ordinary resolution.

The Report given by M/s. Luharuka & Associates CharteredAccountants on the financial statements of the Company for the year ended 31stMarch 2022 is part of the Annual Report. The Notes on financial statement referred to inthe Auditors' Report are self-explanatory and do not call for any further comments.The Auditors' Report does not contain any qualification reservation adverse remarkor disclaimer.

During the year under review the Auditors had not reported any matterunder Section 143 (12) of the Act therefore no detail is required to be disclosed underSection 134 (3)(ca) of the Act.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the AuditCommittee has appointed M/s. Sekhar & Co. Chartered Accountants as the InternalAuditors of your Company. The Internal Auditors are submitting their reports on quarterlybasis to the Audit Committee and Board of Directors.

The Board of Directors of the Company have re-appointed M/s Sekhar& Co. Chartered Accountants as Internal Auditors to conduct Internal Audit for thefinancial year ended 31 st March 2023.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013your Company had appointed Mrs. Rakhi Agarwal Company Secretary in Practice Hyderabadas its Secretarial Auditor to conduct the Secretarial Audit of your Company for financialyear 2021-22. The Report of the Secretarial Auditor for the financial year

2021-22 is annexed to this report as Annexure-IV. There were noqualifications reservation or adverse remark or disclaimer made by Secretarial Auditor inits report.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARIES:

The Secretarial Audit of the Material Subsidiary i.e M/s.

Scientia Infocom India Private Limited (SIIPL) for the financial ofyear 2021-22 was carried out pursuant to Section 204 of the Companies Act 2013 andRegulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The Secretarial Audit Report of SIIPL submitted by Mrs. Rakhi Agarwal CompanySecretary in Practice does not contain any qualification reservation or adverse remarkor disclaimer.

The secretarial audit report of material Indian subsidiary vizScientia Infocom India Private Limited in annexed to this report as Annexure V.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the financial year 2021-22 forall applicable compliances as per Securities and Exchange Board of India Regulations andCirculars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report dulysigned by Mrs. Rakhi Agarwal Company Secretary in Practice has been submitted to theStock Exchanges and is annexed at Annexure VI to this Board's Report.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review the Statutory Auditors Internal Auditorsand Secretarial Auditor have not reported any instances of frauds committed in the Companyby its Officers or Employees to the Audit Committee under section 143(12) of the CompaniesAct 2013 details of which needs to be mentioned in this Report.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices inconformity with the Code of Corporate Governance as per the requirements of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. A separate report oncorporate governance practices followed by the Company together with a Certificate fromthe Company's Auditors confirming compliances forms integral part of this Report.

VIGIL MECHANISM - WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy establishing vigilmechanism to provide a formal mechanism to the Directors and employees to report concernsabout unethical behavior actual or suspected fraud or violation of Code of Conduct andEthics. It also provides for adequate safeguards against the victimization of employeeswho avail the mechanism and provides direct access to the Chairperson of the AuditCommittee in exceptional cases.

It is affirmed that no personnel of the Company have denied access tothe Audit Committee. The policy of vigil mechanism is available on the Company'swebsite i.e http:// www.bhagyanagarproperties.com/codes-and-policies.html.

The Whistle Blower Policy aims for conducting the affairs in fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behavior.

PARTICULARS OF EMPLOYEES:

A. Disclosures with respect to the remuneration of Directors andemployees as required under Section 197(12) of Companies Act 2013 and Rule 5 (1)Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedas follows: (i) The ratio of the remuneration of each director to the median remunerationof the employees of the company for the financial year: Not applicable since no Directorhas drawn remuneration during the period under review. (ii) The percentage increase inremuneration of each director Chief Financial Officer Chief Executive Company Secretaryor Manager if any in the financial year;

Name of Person % increase/ decrease in remuneration
Ms. Shresha Surana CFO 0.00
Ms. Sonal Jaju Company Secretary* NA

* Appointed w.e.f. 01.10.2021.

(iii) The percentage increase in the median remuneration of employeesin the financial year: 0.90%.

(iv) There were 18 permanent employees on the rolls of the company ason 31st March 2022.

(v) Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration: The average increase in salaries of employees other thanmanagerial personnel in the Financial Year 2021-22 was 8.04%. Percentage increase in themanagerial remuneration for the year was Nil.

(vi) It is hereby affirm that the remuneration paid is as per theremuneration policy of the company - Yes.

B. In terms of the provisions of Section 197(12) of the Act readwith Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names of the top ten employees in terms ofremuneration drawn and names and other particulars of the employees a drawing remunerationin excess of the limits set out in the said rules forms part of this Report. Having regardto the provisions of the second proviso to Section 136(1) of the Act and as advised theAnnual Report excluding the aforesaid information is being sent to the members of theCompany. The said Annexure is open for inspection at the registered office of your

Company. Any member interested in obtaining copy of the same may writeto Company Secretary.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy andadequacy of internal control system in Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company and its subsidiaries.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee of theBoard.

CHANGE IN THE NATURE OF BUSINESS:

During the period under review there has been no change in nature ofbusiness of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There have been no significant material orders passed the Regulators orCourts or Tribunals which would impact the going concern status of the Company and itsfuture operations.

DETAILS OF ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCYCODE 2016:

During the year no corporate insolvency resolution process wasinitiated under the Insolvency and Bankruptcy Code 2016 either by or against theCompany before national Company Law Tribunal.

ONE TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTIONS:

No disclosure or reporting is required in respect of the details ofdifference between amount of the valuation done at the time of one time settlement and thevaluation done while taking loan from the banks or financial institutions as the

Company had not made any one time settlement with any bank or financialinstitution during the year.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financialposition of the Company which occurred between the financial year ended 31 stMarch 2022 to which the Financial Statements relates and the date of signing of thisreport.

INDUSTRIAL RELATIONS:

During the year under review Industrial relations continued to becordial and the Company is committed to maintain good industrial relations througheffective communication meetings and negotiations.

POLICY ON SEXUAL HARRASSEMENT:

The Company has adopted policy on Prevention of Sexual Harassment ofWomen at Workplace in accordance with The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

The Internal Complaints Committee (ICC) has been setup to redresscomplaint received regarding sexual harassment. During the period under review nocomplaint was received by the ICC.

CAUTIONARY STATEMENT:

Statements in the Board's Report and the Management Discussion& Analysis describing the Company's objectives expectations or forecasts may beforward-looking within the meaning of applicable securities laws and regulations.

Actual results may differ materially from those expressed in thestatement. Important factors that could influence the

Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS:

The Directors take this opportunity to place on record their sincerethanks to the suppliers customers strategic partners Banks and Financial InstitutionsInsurance Companies Central and State Government Departments and the shareholders fortheir support and co-operation extended to the Company from time to time. Directors arepleased to record their appreciation of the sincere and dedicated services of theemployees and workmen at all levels.

For and on behalf of the Board of Directors
NARENDER SURANA DEVENDRA SURANA
DIRECTOR WHOLE-TIME DIRECTOR
DIN-00075086 DIN-00077296
Place: Secunderabad
Date: 23.07.2022

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