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Escorts Ltd.

BSE: 500495 Sector: Auto
NSE: ESCORTS ISIN Code: INE042A01014
BSE 12:38 | 07 Dec 1848.95 1.90
(0.10%)
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1860.00

HIGH

1860.00

LOW

1840.85

NSE 12:29 | 07 Dec 1848.80 2.65
(0.14%)
OPEN

1852.00

HIGH

1854.95

LOW

1840.90

OPEN 1860.00
PREVIOUS CLOSE 1847.05
VOLUME 8408
52-Week high 1888.80
52-Week low 1100.10
P/E 27.28
Mkt Cap.(Rs cr) 24,929
Buy Price 1848.85
Buy Qty 1.00
Sell Price 1850.25
Sell Qty 1.00
OPEN 1860.00
CLOSE 1847.05
VOLUME 8408
52-Week high 1888.80
52-Week low 1100.10
P/E 27.28
Mkt Cap.(Rs cr) 24,929
Buy Price 1848.85
Buy Qty 1.00
Sell Price 1850.25
Sell Qty 1.00

Escorts Ltd. (ESCORTS) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Seventy Fifth Annual Report of theCompany along with Company's audited financial statements (standalone and consolidated)for the financial year ended on March 31 2021.

Financial Results

(Rs. crores)

Standalone

Consolidated

Particulars Year ended on March 31 2021 Year ended on March 31 2020 Year ended on March 31 2021 Year ended on March 31 2020
Revenue from operations 6929.29 5760.95 7014.42 5810.09
Other income 154.56 92.25 160.38 97.60
Total income 7083.85 5853.20 7174.80 5907.69
Profit from operations before Interest Depreciation Exceptional Items & Tax 1283.79 768.07 1286.40 758.92
Finance Cost 10.98 15.46 13.34 17.23
Profit from operations before Depreciation Exceptional Items & Tax 1272.81 752.61 1273.06 741.69
Depreciation & Amortisation 115.70 104.55 118.28 107.22
Profit from operations before Exceptional Items & Tax 1157.11 648.06 1154.78 634.47
Exceptional Item - (9.22) - (9.22)
Profit from operations before Tax 1157.11 638.84 1154.78 625.25
Tax Expense 283.05 153.30 283.15 153.53
Profit from operations after Tax 874.06 485.54 871.63 471.72
Net profit for the period 874.06 485.54 871.63 471.72

Financial Performance/ State of Company Affairs

The brief highlights of the Company's performance (Standalone) for the financial yearended March 31 2021 are:-

Your Company sold 106741 tractors during the year under review as against 86018tractors sold during the last financial year. The directors are also pleased to informthat in fiscal 2020-21 for the first time ever in any financial year your Company hascrossed the 100000 unit landmark in terms of tractor sales and tractor production inIndia.

The brief highlights of the Company's performance (Consolidated) for the financial yearended March 31 2021 are:-

• Total income of the Company for FY 2021 stood at Rs.7174.80 crores (' 5907.69crores in FY 2020)

• Profit from operations before Interest Depreciation Exceptional Items &Tax stood at Rs.1286.40 crores.

• Profit from operations before Tax (PBT) stood at Rs.1154.78 crores. Net profitfor the period stood at Rs.871.63 crores.

The details on the individual businesses of the Company are provided in the ManagementDiscussion & Analysis section provided in this annual report. On our response toCOVID-19 pandemic please refer sustainability report at page 70.

Management Discussion & Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (hereinafter referred as the "SEBI ListingRegulations") the Management Discussion and Analysis is set out in this AnnualReport and provides a detailed analysis on the performance of individual businesses andtheir outlook.

Dividend

Based on the Company's performance your Directors are pleased to recommend forapproval of the members the following dividend for the financial year ended March 312021:

a. Normal Final Dividend @ 50% per share of Face Value of Rs.10/- each (i.e.Rs.5.00 per share)

b. Additional Special one-time Platinum Jubilee (75th Year) Dividend @ 25% per shareof Face Value of Rs.10/- each (i.e. Rs.2.50 per share)

c. Total Dividend @ 75% per share i.e. Rs.7.50 per equity share payable on alloutstanding shares except on the equity shares held by Escorts Benefit & WelfareTrust.

The dividend payout is subject to the approval of members at the ensuing Annual GeneralMeeting (AGM).

The dividend payout for the period under review has been formulated in accordance withshareholders' aspirations and the Company's Dividend Distribution Policy to paysustainable dividend linked to long-term growth objectives of the Company to be met byinternal cash accruals.

The dividend distribution policy is available on our website at https://www.escortsaroup.com/investors/aovernance.html.

Employee Stock Option Scheme

The Escorts Employees Stock Option Scheme ("Scheme") is in line with the SEBI(Share Based Employee Benefits) Regulations 2014 ("SBEB Regulations") and therewere no material changes to the scheme during the financial year 202021. The Scheme isbeing implemented in accordance with the SBEB Regulations and the resolutions passed bythe members. The auditors certificate would be available during the Annual General Meetingfor inspection by members. The details as required to be disclosed under the SBEBRegulations would be available on the Company's website at www.escortsgroup.com.

The Board of Directors in its meeting held on May 14 2021 on the recommendation of theNomination Remuneration and Compensation Committee meeting held on May 11 2021 hasapproved the changes in Employee Stock Option Scheme (‘Scheme') of the Companysubject to the approval of shareholders of the Company.

Directors and Key Managerial Personnel

In accordance with the provisions of Companies Act 2013 (hereinafter referred as"the Act") and Articles of Association of the Company Mr. Shailendra Agrawal(DIN: 03108241) and Ms. Nitasha Nanda (DIN: 00032660) Directors retire by rotation at theensuing AGM and being eligible offer themselves for re-appointment.

The Board of Directors in its meeting held on July 16 2020 co-opted Mr. Harish N.Salve (DIN: 01399172) as an Additional and Independent Director on the Board of theCompany on the recommendations of Nomination and Remuneration Committee. The Boardconsidered the domain knowledge and experience of Mr. Harish N. Salve in the areas ofconstitutional commercial and taxation law while approving his appointment as anIndependent Director on the Board of the Company. The Board is of the opinion that Mr.Harish N. Salve possesses requisite qualification experience expertise and holds highstandard of integrity. Mr. Salve was regularised as Independent Director in the AnnualGeneral Meeting held on August 24 2020.

The Board of Directors in its meeting held on July 16 2020 appointed Mr. Dai Watanabe(DIN: 08736520) and Mr. Yuji Tomiyama (DIN: 08779472) as an additional directors on theBoard of the Company based on the recommendations of the Nomination and RemunerationCommittee of the Company and pursuant to the Share Subscription Agreement dated March 202020 read with the amendment agreement dated July 15 2020 ("SSA") with KubotaCorporation Japan and certain Specified Promoters. The shareholders of the Company in theAnnual General Meeting held on August 24 2020 had approved the regularization of Mr.Watanabe and Mr. Tomiyama as the Non-Executive Directors of the Company.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with criteria of independence as prescribed under subsection (6)of Section 149 of the Act and under Regulation 16(1)(b) & 25(8) of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 (hereinafter referred as"the Listing Regulations"). The policy on Appointment and Removal of Director'sand Members of Senior Management is attached as Annexure - A and forms an integral part ofthis Report.

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Board Committees and individual Directors which includes criteria for performanceevaluation of the Non-Executive and Executive Directors. In accordance with the Policy aprocess was followed by the Board for evaluation of its own performance and that of itsCommittees and individual Directors. The remuneration policy for directors key managerialpersonnel senior management and other employees is annexed as Annexure - B and forms anintegral part of this Report.

The Company has devised a process whereby various presentations/ programs are beingconducted to familiarise the Directors with various developments at Industry level newbusiness initiatives and organisation strategies etc.

The details of programme for familiarisation of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company - www.escortsgroup.com.

The Company recognises and embraces the importance of a diverse board in its success.Your Company believes that a truly diverse board will leverage differences in thoughtperspective knowledge skill regional and industry experience cultural and geographicalbackground age ethnicity race and gender which will help it retain its competitiveadvantage.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theAct read with Companies (Accounts) Rules 2014 are provided as Annexure - C and forms anintegral part of this Report.

Corporate Governance

Corporate Governance is about maximising shareholders value ethically and sustainably.At Escorts the goal of corporate governance is to ensure fairness for every stakeholder.Your Company believes that strong corporate governance is critical to enhancing andretaining investor trust. Your Company also endeavours to enhance long term shareholdervalue and respect minority rights in all its business decisions.

Your Company reaffirms its commitment to the good corporate governance practices andhas adopted the Code of Business Conduct which has set out the systems processes andpolicies conforming to international standards. Pursuant to Regulation 34(3) of the SEBIListing Regulations Corporate Governance Report and Auditors' Certificate regardingcompliance of conditions of Corporate Governance are enclosed as Annexure - D and forms anintegral part of this Report.

Corporate Social Responsibility (CSR)

The key philosophy of all CSR initiatives of the Company is to make CSR a key businessprocess for sustainable development of the society. The initiatives aim at enhancingwelfare measures of the society based on the immediate and long term social andenvironmental consequence of its activities.

The Company intends to undertake other need-based initiatives in compliance withSchedule VII of the Act.

The CSR Policy may be accessed on the Company's website www.escortsgroup.com underInvestors Information Section. During the year the Company has spent Rs.11.82 crores.^Including amount transferred to unspent CSR account (refer note 30 of the standalonefinancial statements)

The Annual Report on CSR activities is enclosed as Annexure - E and forms an integralpart of this Report.

Consolidated Financial Statements

The Consolidated Financial Statements have been prepared in accordance with the Act andIndian Accounting Standard (IND AS) - 110 applicable to the Consolidated FinancialStatements read with IND AS-28 on Accounting for Investments in Associates and IND AS-31on Financial Reporting of Interests in Joint Ventures issued by The Institute of CharteredAccountants of India. The Audited Consolidated Financial Statements along with theAuditors' Report thereon are annexed with this Report.

Subsidiaries Joint Ventures and Associate Companies

The statement in Form AOC-1 containing salient features of financial statements ofsubsidiaries associate and joint venture companies prepared in accordance with Section129 of the Act read with Rule 5 of Companies (Accounts) Rules 2014 forms an integralpart of this Report. The Consolidated Financial Statements presented by the Companyinclude the financial results of its subsidiaries associate and joint venture companies.

During the financial year ended on March 31 2021 the Company has infused additionalequity capital in the following Companies at different point of times:

1. Escorts Crop Solutions Limited Subsidiary

2. Tadano Escorts India Private Limited Joint Venture

3. Escorts Kubota India Private Limited Joint Venture

The Company has also entered into another Joint Venture with Kubota Corporation Japanduring the year. The Company has made an investment of Rs.90 crores being 40% stake in theEquity Capital of Kubota Agricultural Machinery India Private Limited being the JointVenture of your Company with Kubota Corporation.

The Company will make available the Annual Accounts of its subsidiaries associate andjoint venture companies and related information to the members of the Company who may beinterested in obtaining the same. The annual accounts of its subsidiaries associate andjoint venture companies will also be available for inspection.

Further the Company along with other shareholders of Escorts Securities Limited("ESL") the subsidiary of Escorts Limited have entered into a Share PurchaseAgreement ("SPA") with M/s. Choice Equity Broking Private Limited ("theAcquirer'') a wholly owned Subsidiary of M/s. Choice International Limited to sell andtransfer their entire shareholding in ESL to the Acquirer subject to obtaining allapplicable regulatory approvals. Upon completion of the aforesaid transaction in terms ofthe SPA Escorts Limited will sell and transfer its entire 40.444% shareholding in ESL tothe Acquirer and ESL will cease to be subsidiary of the Company.

The details of the above investments/ disinvestment are provided in the note 7 & 16of the Notes to Accounts of Standalone Financial Statements of the Company.

Contracts and Arrangements with Related Parties

All contracts/ arrangements/ transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with thepolicy of the Company on the materiality of related party transactions.

The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Act in the prescribed Form AOC-2 is appended as Annexure - F to thisreport.

The Policy on materiality of related party transactions and dealing with related partytransactions may be accessed on the Company's website www.escortsgroup.com underInvestors Information Section.

Your Directors draw attention of the members to note 47 in the notes to accounts in thestandalone financial statement and to note 47 in the notes to accounts in the consolidatedfinancial statement which sets out related party disclosures.

Auditors and Auditors' Report Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit andAuditors) Rules 2014 the shareholders of the Company in the 71st AGM held on September21 2017 had appointed M/s Walker Chandiok & Co LLP Chartered Accountants New Delhi(Firm Registration No. 001076N/ N500013) as Statutory Auditors of the Company for a periodof 5 years i.e. upto the conclusion of AGM to be held in the year 2022.

In accordance with the Companies (Amendment) Act 2017 enforced on May 7 2018 by MCAthe appointment of Statutory Auditors is not required to be ratified by members at everyAGM.

The observations and comments given by M/s. Walker Chandiok & Co LLP CharteredAccountants Statutory Auditors in their report read together with notes to Accounts forthe year ended March 31 2021 are self-explanatory and hence do not call for any furthercomments under Section 134 of the Act.

The Statutory Auditors of the Company have not reported any fraud as specified inSection 143(12) of the Act.

Cost Auditors

The Board of Directors of the Company has re-appointed M/s. Ramanath Iyer and Co. CostAccountants New Delhi (Firm Registration No. 000019) Cost Auditors of the Company underSection 148 of the Act for conducting the audit of cost records for the financial year2021-22.

The due date of filing the Cost Audit Report for the year ended on March 31 2020 wasSeptember 30 2020 and the same had been filed on August 24 2020.

Further this is to confirm that the requirement of maintaining cost records as perSection 148(1) of the Act is applicable to the Company and accordingly the Company hasmade and maintained cost records.

Secretarial Auditors

The Board of Directors of the Company had appointed M/s. Jayant Gupta and AssociatesPracticing Company Secretaries to conduct secretarial audit of the Company for thefinancial year 2020-21.

The Secretarial Audit Report for the financial year ended March 31 2021 is enclosed asAnnexure - G and forms an integral part of this Report.

The observations and comments given by the Secretarial Auditors in their report areself-explanatory and hence do not call for any further comments under Section 204(3) ofthe Act.

The Board has also re-appointed M/s. Jayant Gupta and Associates Practicing CompanySecretaries to conduct secretarial audit of the Company for the financial year 2021-22.

Risk Management

The Risk Management Committee of the Board has been entrusted with the responsibilityto assist the Board in (a) Overseeing and approving the Company's enterprise wide riskmanagement framework; and (b) Overseeing that all the risks that the organisation facessuch as strategic financial credit market liquidity security property IT legalregulatory reputational and other risks have been identified and assessed and there is anadequate risk management infrastructure in place capable of addressing those risks.

The Company has laid down a Risk Management Policy and the same is available on thewebsite of the Company at https:// www.escortsaroup.com/investors/aovernance.html

The details of constitution of Risk Management Committee of the Company is provided inReport on Corporate Governance at Annexure - D of the Directors' Report.

Internal Financial Control and its Adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to Company's policies the safeguarding ofits assets the prevention and detection of fraud error reporting mechanisms theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

The Company has in place adequate internal financial controls for ensuring the orderlyand efficient conduct of its business.

During the year such controls were tested and no reportable material weakness in thedesign or operation was observed.

Disclosures Meetings of the Board

Eight meetings of the Board of Directors were held during the year. For furtherdetails please refer Report on Corporate Governance annexed as Annexure - D to thisReport.

Audit Committee

For constitution and other details of the Audit Committee please refer Report onCorporate Governance annexed as Annexure-D to this Report.

All the recommendations made by the Audit Committee were accepted by the Board.

Extracts of Annual Return

The extracts of the Annual Return in Form MGT-9 is available on the Company's websiteat www.escortsgroup.com. The Annual Return for Financial Year 2019-20 is alsoavailable on the Company's website at www.escortsgroup.com.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy establishing vigil mechanism forDirectors and Employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct. The mechanism provides foradequate safeguards against victimisation of effected Director(s) and Employee(s). Inexceptional cases

Directors and Employees have direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the AuditCommittee.

The Whistle Blower Policy is available on Company's website athttps://www.escortsgroup.com/investors/ governance.html

Registrar and Share Transfer Agent

The Share Transfer and related activities are being carried out by M/s KFinTechnologies Private Limited (earlier Karvy Fintech Private Limited) Registrar and ShareTransfer Agent from the following address:-

M/s KFin Technologies Private Limited Tower B Plot No. 31-32 Selenium BuildingGachibowli Financial District Nanakramguda Hyderabad-500032 Telangana

General Reserves

An amount of Rs.0.21 crores (previous year: 0.33 crores) transferred to generalreserves on account of vested employees stock options lapsed during the year.

Change in Share Capital Preferential Issue

During the year the Board of Directors of the Company had approved the allotment of12257688 Equity Shares of Rs.10/- each at a premium of Rs.840/- each for a totalconsideration of Rs.1041.90 crores to M/s Kubota Corporation Japan.

The reporting on the utilisation of funds raised through preferential allotment is asfollows:

Original Object Modified Object if any Original Allocation Modified allocation if any Funds Utilised Amount of Deviation/ Variation for the quarter according to applicable object Remarks if any
For the Agri Machinery Business of the Company i.e. the business of manufacturing assembly sales marketing financing servicing research and development of: (a) tractors; (b) construction equipment (i.e. backhoe loaders and other items to be mutually agreed between Promoters
and Kubota Corporation); (c) implements; (d) transmission for tractors construction equipment (i.e. backhoe loaders and other items to be mutually agreed between the Promoters and Kubota Corporation) and implements; and (e) spare parts of the items referred in (a) (b) (c) and (d) and for the manufacture of engines by the Company Not Applicable ' 1041.90 crores NIL ' 142.30 crores NIL

Capital Reduction

During the year the Audit Committee and Board of Directors in their meeting held onJuly 15 2020 separately had approved the proposal of Capital Reduction of 12257688Equity Shares of Rs.10/- each of the Company held by Escorts Benefit and Welfare Trustwithout payment of any consideration.

The Shareholders of the Company approved by way of Postal Ballot on February 21 2021the scheme of Capital Reduction of 12257688 Equity Shares of Rs.10.00 each of theCompany held by Escorts Benefit and Welfare Trust subject to the confirmation by theHon'ble National Company Law Tribunal Chandigarh Bench (NCLT).

Post approval of the shareholders the scheme of Capital Reduction was filed forapproval of the NCLT.

Particulars of Loans given Investments made Guarantees given and Securities provided

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilised by the recipient has been given below. The details are also provided elsewhere inthe Annual Report and forms an integral part of this Report.

Details of Investments made during the year:

Name of Party Amount (Rs. in crores)
Tadano Escorts India Private Limited 26.22
Escorts Crop Solutions Limited 3.55
Kubota Agricultural Machinery India Private Limited 90.00

Details of existing Guarantees and Loans given:

Nature Purpose Party Name Amount (' in crores)
Guarantee Given The Corporate Guarantee was issued in favour of Mizhuo Bank Limited for an amount of Rs.11.025 crores for its share of 49% in Tadano Escorts India Private Limited (TEI) a Joint Venture Company. The facility for an amount of Rs.22.50 crores was availed by TEI for meeting their non-fund based requirements. Mizhuo Bank Limited 11.025
Guarantee given The Corporate Guarantee was issued in favour of Tata Capital Financial Services Limited for credit facility of Rs.7.50 crores availed by Escorts Securities Limited a subsidiary of the Company for meeting their working capital requirements which was renewed and increased to Rs.10.00 crores Tata Capital Financial Services Limited 10.00

 

Nature Purpose Party Name Amount (Rs. in crores)
Loan given An amount of Rs.1 crores was given to Adico Escorts Agri Equipments Private Limited a Joint Venture Company for meeting their business requirements at a rate of interest of 13% p.a. for a period of one year and the same was renewed for another year. Adico Escorts Agri Equipments Private Limited 1.00

Particulars of Employees and related disclosures

In terms of provisions of Section 197(12) of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 a statement showingthe names and other particulars of the employees drawing remuneration in excess of theprescribed limits are available with the Company Secretary. Having regard to theprovisions of Section 136(1) of the Act the Annual Report excluding the aforesaidinformation is being sent to the members of the Company. Any member interested inobtaining such particulars may write to the Company Secretary of the Company and the samewill be furnished on request.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure - H and forms an integral part ofthis Report.

Public Deposits

The Company has not accepted/ renewed any Fixed Deposit during the financial year andas such no amount of principal or interest was outstanding as of the Balance Sheet date.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (‘the Rules') allunpaid or unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Central Government after the completion of seven years.

Further according to the rules the shares in respect of which dividend has not beenpaid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account created by the IEPF Authority. Accordingly the Companywas required to transfer the unclaimed and unpaid dividends and shares from time to timeas per the requirements of the IEPF rules details of which are provided on our website.

As on March 31 2021 no unclaimed deposits are pending for transfer to InvestorEducation and Protection Fund.

Credit Rating

During the year the credit rating of the Company is as under:

ICRA Limited has upgraded the long-term rating from "ICRA AA-" to "ICRA"AA" with change in status from "Watch with developing implication" to"Stable" and reaffirmed Short-term rating at "ICRA A1+".

CRISIL has upgraded the long term rating from "CRISIL AA-" to "CRISILAA" with Stable outlook and reaffirmed Short-term rating at "CRISIL A1+".

Material Changes and Commitment affecting the financial position

There are no material changes affecting the financial position of the Companysubsequent to the closure of the Fiscal 2021 till the date of this report except theimpact of COVID-19 however impact thereof is not expected to be significant.

Prevention of Sexual Harassment

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on Prevention Prohibition and Redressal of Sexual Harassment at Workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules thereunder for prevention and redressalof complaints of sexual harassment at workplace. The Company is committed to provide equalopportunities without regard to their race caste sex religion colour nationalitydisability etc. All women associates (permanent temporary contractual and trainees) aswell as any women visiting the Company's office premises or women service providers arecovered under this Policy. All employees are treated with dignity with a view to maintaina work environment free of sexual harassment whether physical verbal or psychological.

The Company has also complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

Secretarial Standards

The Company is in compliance with all the applicable Secretarial Standards.

Business Responsibility Report (BRR)

The SEBI Listing Regulations mandate the inclusion of BRR as part of the Annual Reportfor top 1000 listed entities based on market capitalisation.

In compliance with the SEBI Listing Regulations the BRR describing the initiativestaken by the Company from an environmental social and governance perspective is enclosedas Annexure - I and forms an integral part of this Report.

Application made or any proceeding pending under the Insolvency and Bankruptcy Code

As on the date of the Report any application is not pending under the Insolvency andBankruptcy Code 2016 and the Company did not file any application under (IBC) during theFinancial Year 2020-21.

Directors' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Act with respect to Directors'Responsibility Statement your Directors to the best of their knowledge and abilityhereby confirm that:

(i) in the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed alongwith proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2021 and of the profitand loss of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts for financial year ended March 312021 on a ‘going concern' basis;

(v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

General

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.However members attention is drawn to note 34 in the notes to accounts in the standalonefinancial statement and to note 35 in the notes to accounts in the consolidated financialstatement which sets out information on Commitments and Contingencies.

6. Details of difference between amount of valuation done at the time of one timesettlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof: Not applicable.

Acknowledgement

Your Directors would like to express their sincere appreciation of the positiveco-operation received from the Central Government the Government of Haryana andUttaranchal and Karnataka Financial Institutions and the Company's Bankers CustomersDealers and all other business associates.

The Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by all executives officers workers employee unions and staff ofthe Company resulting in the successful performance of the Company during the year.

The Board also takes this opportunity to express its deep gratitude for the continuedco-operation and support received from its valued shareholders.

For and on behalf of the Board of Directors
Place: New Delhi Nikhil Nanda
Date: May 14 2021 Chairman & Managing Director

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