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Gayatri Highways Ltd.

BSE: 541546 Sector: Infrastructure
NSE: GAYAHWS ISIN Code: INE287Z01012
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VOLUME 151899
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Mkt Cap.(Rs cr) 16
Buy Price 0.00
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Sell Price 0.00
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OPEN 0.63
CLOSE 0.68
VOLUME 151899
52-Week high 1.10
52-Week low 0.36
P/E
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gayatri Highways Ltd. (GAYAHWS) - Director Report

Company director report

To

The Members

Your Board of Directors (the "Board") have immense pleasure in presenting the14th Annual Report of Gayatri Highways Limited (the "GHL" or"Company").The Board's Report is prepared based on the audited standalonefinancial statements of the Company for the Financial Year ended 31st March 2020.Theaudited consolidated financial statements of the Company shall form part of this report.

1. FINANCIAL SUMMARY:

A) STANDALONE

The standalone financial results of your company for the year ended 31st March 2020 areas follows:

Sl. No. Particulars For the year ended 31.03.2020 (Rs.) For the year ended 31.03.2019 (Rs.)
(in actual) (in actual)
1) INCOME
Revenue from operations 46353020 150423716
Other income 88639931 105750563
TOTAL 134992951 256174279
2) EXPENDITURE
Operations & Maintenance Expenses 12732640 108950777
Employee Benefits Expense 35000 -
Finance Costs 317704538 344267073
Depreciation & Amortization expense 321306 104036
Other Expenses 5352540 4151530
TOTAL 336146024 457473416
3) Loss before tax from continuing operations (201153073) (201299137)
- Current Tax
4) Loss for the year (201153073) (201299137)
Earnings (Loss) per Share – Basic & Diluted (0.84) (0.84)

B) CONSOLIDATED

The consolidated financial results of your company for the year ended 31st March 2020are as follows:

Sl. No. Particulars For the year ended 31.03.2020 (Rs.) For the year ended 31.03.2019 (Rs.)
(in actual) (in actual)
1) INCOME
Revenue from operations 695089298 747081465
Other income 75823452 90177242
TOTAL 770912750 837258707
2) EXPENDITURE
Operations & Maintenance Expenses 140946056 200903167
Employee Benefits Expense 19860321 18779774
Finance Costs 1312335987 1290302639
Depreciation & Amortization expense 175894042 95931180
Other Expenses 36210055 31408530
TOTAL 1685246461 1637325290
3) Loss before tax from continuing operations (914333711) (800066583)
- Current Tax - -
Loss for the year from continuing operations (914333711) (800066583)
Loss before tax from discontinued operations (1676846610) (1798273618)
- Current Tax - -
Loss for the year from discontinued operations (1676846610) (1798273618)
4) Loss for the year (2591180321) (2598340201)
Other comprehensive income-
Re-measurement of the defined benefit plans 177644 (140216)
Share of profits/ (losses) in the
Jointly controlled entities (221576293) (275011310)
5) Total comprehensive loss for the year (2812578970) (2873491727)
Earnings (Loss) per Share – Basic & Diluted (11.74) (11.99)

STATE OF COMPANY'S AFFAIR :

During the year the Company achieved revenue of Rs.13.50 Crores and net loss ofRs.20.12 Crores on a Standalone basis and the Consolidated revenue was Rs.77.09 Crores forcontinuing operations and total net loss after non controlling interests was Rs. 281.26Crores. Further the Company is exploring new opportunities.

THE YEAR IN RETROSPECT

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchangeof India Limited with effect from 28th June 2018 and are open for trading.

COMPANIES VIEW ON COVID-19

The entire world is collectively entangled in fighting the Coronavirus/ COVID-19pandemic businesses are facing several financial and physical hardships due to themandatory government lockdowns. With there being no visibility regarding the duration ofthe lockdown coupled with the fact that no known cure or vaccine is available to fight thepandemic everyone is left with great deal of uncertainty and anticipation over the 'newnormal'.

In the last month of FY 2019-20 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. Our companyhas taken enough measures for the safety of employees and on minimizing disruption ofservices.

Due to COVID-19 pandemic there is no impact on operational revenue in the FY 2019-20.However due to shortfall of toll revenues of SPVs there might be impact on returns fromInvestments in SPVs.

With respect to the Annuity projects the subsidiaries and jointly controlled entitiesGayatri Jhansi Roadways limited Gayatri Lalitpur Roadways limited Hyderabad ExpresswaysLimited and Cyberabad Expressways Limited have no impact due to COVID-19 pandemic duringthe year as all the annuities were received and have no effect on the operations andperformance of the entities.

With respect to wholly owned subsidiary Sai MaatariniTollways Limited due to COVID-19the process of conciliation with NHAI is being delayed and the release of TerminationPayment by NHAI is also delayed. With respect to subsidiary Indore DewasTollways limitedand Jointly controlled entity HKR Roadways Limited due to COVID-19 the voluntary publiccurfew observed on 22nd March 2020 followed by the nationwide lockdown from 25th March2020 the Toll collections was drastically reduced from 22nd March 2020 up to 27th March2020. With effect from 28th March 2020 the Toll Collection was suspended by the Govt ofIndia up to 19th April 2020. However the entities are expected to reach the projected tollrevenue for the FY 2020-21.

FUTURE OUTLOOK

The Government of India is taking every possible initiative to boost the infrastructuresector. The sector is highly responsible for propelling India's overall development andenjoys intense focus from the Government. The present Projects and the opportunities inthe Indian infrastructure sector provides good visibility towards a sustainable andprofitable growth going forward.

Infrastructure sector is a key driver for the Indian economy. The sector is highlyresponsible for propelling India's overall development and enjoys intense focus fromGovernment for initiating policies that would ensure time-bound creation of world classinfrastructure in the country. Infrastructure sector includes power bridges dams roadsand urban infrastructure development.

The traction that the country's infrastructure development has seen in the last fewyears will to our minds continue in the future. Retail (CPI) inflation projected by theRBI to remain below 4% up to end-2020 should facilitate a soft monetary policy in FY2021.Additionally the decisive market interventions of the central bank the recentrecapitalization of public sector banks and the ongoing resolution of chronic stressedasset cases through IBC give us reason for a broadly positive outlook.

Your company is steadfast in adopting modern technologies for better execution andimproving the margins going forward.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business in your Company during the year underreview.

EXTRACT OF ANNUAL RETURN

The Extractof Annual Return in Form No.MGT.-9 as per the provisions of the CompaniesAct 2013 and Rule 12 of Companies (Management and Administration) Rules 2014 is attachedto this Board's Report as Annexure-I.

The Annual Return is also available on the website of the company and can be accessedat http://www.gayatrihighways.com/annual-report.html

BOARD MEETINGS

During the year ended 31st March 2020 Four Board Meetings were convened and held. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

The dates on which the Board meetings were held are 27th May 2019 13th August 201913th November 2019 and 14th February 2020.

Attendance of Directors at the meetings:

The details of the attendance of the Directors at the Board meetings held during theyear ended 31st March 2020.

Name of the Director Number of Board Meetings
Held Attended
Mr. M.V. Narasimha Rao 4 4
Mr. G. Jagannadha Rao 4 3
Ms. P. Laxmi 4 4

AUDIT COMMITTEE

The Audit Committee consists of the following Directors:

Mr. M.V. Narasimha Rao - Chairman
Mr. G. Jagannadha Rao - Member
Ms. P. Laxmi - Member

During the financial year ended 31st March 2020 Four 4 meetings were held by theAudit Committee on 27th May 2019 13th August 2019 13th November 2019 and 14thFebruary 2020.

There has been no such incidence where the Board has not accepted the recommendation ofthe Audit Committee during the year under review.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Company has a Nomination Remuneration and Evaluation Policy in place and is madeavailable on Company's website and can be accessed at:

http://www.gayatrihighways.com/corporate-governance.html

The Nomination and Remuneration Committee discusses and decides the appointment of theBoard of Directors and Key Managerial Personnel and their remuneration including thecriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the Act.

The Committee is headed by Mr. G. Jagannadha Rao as Chairman and Mr. M.V. Narasimha Raoand Ms. P. Laxmi as members of the Committee.

During the financial year ended 31st March 2020 One meeting was held by theNomination and Remuneration Committee on 14th February 2020.

The Nomination Remuneration & Evaluation Policy is annexed as Annexure-II.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a. that in the preparation of the annual accounts for the year ended 31st March 2020the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b. that such accounting policies were selected and applied them consistently andjudgement and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company for the financial year ended31st March 2020 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that the annual accounts have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively; and

f. that directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and such system were adequate and operating effectively.

BUSINESS RESPONSIBILITY REPORT

Pursuant to the Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Business Responsibility Reportis NOT APPLICABLE.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Krishnamurthy Chaturvedi was appointed as an Additional Director (IndependentCategory) with effect from 14th February 2020.

Mr. Desina Balarama Krishna and Ms. V. Shindhuja Pothapragada were appointed as anAdditional Director (Independent Category) with effect from 28th August 2020.

Opinion of the board with regard to integrity expertise and experience (including theproficiency) of the independent directors appointed during the year

The Board opines that Mr. Krishnamurthy Chaturvedi Mr. Desina Balarama Krishna and Ms.V. Sindhuja Pothapragada strictly adheres to corporate integrity possesses requisiteexpertise experience and qualifications to discharge the assigned duties andresponsibilities as mandated by Companies Act 2013 and Listing Regulations diligently.

RETIREMENT OF DIRECTORS BY ROTATION

Directors are not required to retire by rotation.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their declaration of independence asrequired under section 149(7) of the Companies Act 2013 and Regulation 25(8) of theListing Regulations and have confirmed that they fulfill the independence criteria asspecified under section 149(6) of the Act and Regulation 16 of the Listing Regulations.

REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATA BANK

All the Independent Directors of the Company have been registered and are members ofIndependent Directors Data bank maintained by Indian Institute of Corporate Affairs.

AUDITOR'S REPORT

There are no qualifications in the Auditor's Report issued by M/s. G.S. Sai Babu &Associates Chartered Accountants the Auditors of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The full particulars of the loans given investment made or guarantee given or securityprovided under the provisions of Section 186 of the Companies Act 2013 are given in thenotes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered into any Contract or arrangements with the Related Partiesduring the financial year. Therefore reporting of such particulars in Form AOC-2 is notapplicable to your Company.

TRANSFER OF AMOUNT TO RESERVES

Since the Company has not made any profits for the Financial Year ended 31st March2020 the Company does not propose to transfer any amount to reserves.

DIVIDEND

The Board of Directors does not recommend any dividend on the Equity Shares orPreference Shares for the financial year ended 31st March 2020.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY: Not Applicable

i) the steps taken or impact on conservation of energy;

ii) the steps taken by the company for utilising alternate sources of energy;

iii) the capital investment on energy conservation equipments;

B. TECHNOLOGY ABSORPTION: Not Applicable

i) the efforts made towards technology absorption;

ii) the benefits derived like product improvement cost reduction product developmentor import substitution;

iii) in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and

iv) the expenditure incurred on Research and Development.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: Not Applicable

Total Foreign Exchange Earned: Nil Total Foreign Exchange Outgo: Nil

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has implemented a Risk Management Policy and has constituted a CorporateRisk Management Committee to comply the provisions of the Companies Act 2013.

The Committee is headed by: Mr. G. Jagannadha Rao as Chairman and Ms. P. Laxmi and Mr.M.V. Narasimha Rao as members of the Committee.

During the Financial Year ended 31st March 2020 One meeting of the Risk ManagementCommittee meeting was held on 14th February 2020.

The Company has implemented a standard operating procedure for all accounting andfinancial matters to reduce accounting and financial risk to minimal levels and to ensurethat the financial statements are free of material misstatements.

POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITYINITIATIVES TAKEN DURING THE YEAR

The Company has Corporate Social Responsibility Policy in place and is made availableon Company's website and can be accessed through the

weblink: http://www.gayatrihighways.com/corporate-governance.html

The Corporate Social Responsibility committee was constituted as follows:

Mr. M.V. Narasimha Rao Chairman
Mr. G. Jagannadha Rao Member
Ms. P. Laxmi Member

During the financial year ended 31st March 2020 one meeting of the Corporate SocialResponsibility Committee was held on 14th February 2020.

Since there are no profits in the Company for the preceding 3 years the company hasnot spent any amount towards Corporate Social Responsibility.

The Corporate Social responsibility policy of the Company is annexed herewith asAnnexure-III.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the Board has carried out an annual performance evaluation of its own performancethe directors individually as well as the evaluation of the working of its AuditNomination & Remuneration Committees.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Indian Accounting Standards Ind AS – 110 Ind AS – 28 andInd AS 31 issued by the Institute of Chartered Accountants of India and specified undersection 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules2014 your Directors have pleasure in attaching the Consolidated Financial Statements forthe financial year ended 31st March 2020 which forms part of the Annual Report andaccounts.

As per the provisions of Section 136 of the Companies Act 2013 the Company has placedseparate audited accounts of its subsidiaries on its website www.gayatrihighways.com and acopy of separate audited financial statements of its subsidiaries will be provided toshareholders upon their request.

SUBSIDIARY COMPANIES JOINTLY CONTROLLED ENTITIES AND ASSOCIATE COMPANIES

During the Financial Year ended 31st March 2020 your Company has four subsidiariesone associate Company and three joint venture companies and are as follows:

Subsidiaries:

Indore DewasTollways Limited

Sai MaatariniTollways Limited

Gayatri Jhansi Roadways Limited

Gayatri Lalitpur Roadways Limited

Associates:

Balaji Highway Holdings Private Limited

Jointly Controlled Entities:

Hyderabad Expressways Limited

Cyberabad Expressways Limited

HKR Roadways Limited

A statement containing salient features of the financial statements of subsidiaries/associate companies/ joint ventures in Form AOC - 1 is enclosed herewith as Annexure-IV.

We would like to inform you that our wholly owned subsidiary 'Sai Maatarini TollwaysLimited' (SMTL) has issued a notice dated 9th March 2019 of "Intention to Terminatethe Concession Agreement on account of inter-alia irreparable loss of toll revenue dueto reasons not attributable to the Concessionaire-Force Majeure (Political Event)" toNHAI to terminate the concession agreement and also issued "Termination Notice forthe Force Majeure (Political Event) on 27th March 2019.

NHAI had issued a Notice dated 10.04.2019 of "Intention for Termination underclause 37 of the concession agreement dated 28.09.2011" stating default of theconcessionaire. In response to this notice SMTL replied in detail to NHAI that thedefault is not on part of the Concessionaire. Later the Lenders had exercised their Rightto Substitution of concessionaire vide their letter dated 24.04.2019. Based on that NHAIwithhold the termination for 9 months.

There after NHAI terminated the Concession Agreement vide their letter dated 28.01.2020and the project assets have been handed over to the NHAI at 08.00 AM on 30.01.2020.

SMTL based on Authority's default has rasied a claim of Rs. 2834.47 Cr (whichincludes Equity of Rs.835.19 Cr and Total Debt Due of Rs.1999.28 Crs) strictly adoptingthe relevant clauses of the Concession Agreement.

SMTL has filed a petition as per Section 9 of the Arbitration & Conciliation Act1996 in the High Court of Delhi New Delhi against NHAI on 21st December 2019 requestingNHAI to deposit 90% of the Debt Due i.e. Rs. 1765.08 Crore (Rs. 1961.2 X 90%) as perthe provisions of the Concession Agreement.

This Petition was filed to protect the interest of the lenders and to remit an amountof Rs. 1765.08 Crores to the Consortium of Lenders.

GM(T) of NHAI wrote a letter to SMTL request to submit the Joint application to befiled before Arbitral Tribunal/ court to keep the court proceeding on hold for a minperiod of 180 days vide their letter no 150796 dated 11.03.2020.

Joint application letter under section 151 CPC seeking suspension of the instantproceeding for a minimum of 180 days was signed by the Authorized representatives of bothNHAI and SMTL on 21.05.2020

SMTL and NHAI jointly filed an application on 27.05.2020 before the High Court ofDelhi New Delhi to keep the proceeding on hold for a min period of 180 days forcommencement of Conciliation proceedings as per the policy guidelines of NHAI.

The above application heard on 29.05.2020 before the High Court of Delhi New Delhi andpasses an order to put all the proceeding on hold for a min period of 180 days forcommencement of Conciliation proceedings as per the policy guidelines of NHAI and nexthearing on December 2 2020.

The proceedings of CCIE is about to start in the month of June and it is expected tosettled within 6 months but the process is moving dead slow due to the COVID-19 pandemicand consequent lock-down by the entire Nation.

During the Financial Year no company has become or ceased to be the Company'ssubsidiary joint venture or associate company.

PERFORMANCE AND CONTRIBUTION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

As per Rule 8 of Company's (Accounts) Rules 2014 a Report on the financial performanceof subsidiaries associates and joint venture companies along with their contribution tothe overall performance of the Company during the Financial Year ended 31st March 2020 isenclosed as Annexure-V.

DEPOSITS

The Company has not accepted any deposits from the public in terms of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations during thefinancial year.

STATUTORY AUDITORS

M/s G.S. Sai Babu & Associates Chartered Accountants bearing ICAI Regd. No.014207S were appointed as statutory auditors of the Company to hold office from theconclusion of 11th Annual General Meeting till the conclusion of the 16th Annual GeneralMeeting.

PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 Hence the disclosure pertaining to remuneration and other detailsas required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable to the Company.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

Your Company has ensured that appropriate policies and procedures are adopted forensuring orderly and efficient conduct of the business including adherence to Company'spolicies the safeguarding of its assets prevention and detection of fraud and error theaccuracy and completeness of accounting records and the timely preparation of reliablefinancial information.The Company has Internal Financial Controls with reference to theFinancial Statements commensurate with the size of the operations of the Company andadequate and operating efficiently.

SHARE CAPITAL

The Paid-up Share Capital of the Company as on 31st March 2020 is Rs. 2156306800divided into 239651900 Equity Shares of Rs.2/- each fully paid up and 167700300 9% Nonconvertible Cumulative Redeemable Preference shares (NCRPS) of Rs. 10/- each.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report andprovides details of the overall industry structure developments performance and state ofaffairs of the Company's various businesses viz. infrastructure BOT Annuity projects andtheir adequacy Risk Management Systems and other material developments during thefinancial year. The Management Discussion and Analysis Report for the financial year underreview as stipulated under Regulation 34 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirement) Regulations 2015 is enclosed asAnnexure-VI.

CEO AND CFO CERTIFICATION

The annual certification given by the Chief Executive Officer and Chief FinancialOfficer of the Company is published in this Annual Report.

SECRETARIAL AUDITORS REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshave appointed V. Shankar & Co. Practicing Company Secretaries as SecretarialAuditors to conduct Secretarial Audit of the Company and to issue Secretarial Audit Reportfor the Financial year ended 31st March 2020.

The Secretarial Audit Report has no qualifications or reservations or adverse remarksor disclaimers in Form No.MR-3 and is attached to this Board's Report as Annexure-VII.

EXPLANATIONS OR COMMENTS BY THE BOARD ON AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT

There are no qualifications or reservations or adverse remarks or disclaimers made bythe Auditors in their Independent Auditor's Report for Standalone and ConsolidatedFinancial Statements. Therefore no explanations or comments from the Board are required.

There are no qualifications reservations or adverse remarks or disclaimers made by theSecretarial Auditors in their report Secretarial Audit Report. Therefore no explanationsor comments from the Board are required.

DETAILS OF FRAUDS

During the year there were no instances of frauds reported by auditors under Section143(12) of the Companies Act 2013.

INTERNAL AUDITORS

The Board of Directors of the Company has appointed Ms. K.V.Meher Vani CharteredAccountant (M.No.214471) (Rep. by Shalang Advisory Services (OPC) Pvt. Ltd.) as anInternal Auditor to conduct Internal Audit of the Company.

MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 OFTHE COMPANIES ACT 2013

The provisions relating to maintenance of Cost Records as specified by the CentralGovernment under Section 148 of the Companies Act 2013 is not applicable to the Company.

CORPORATE GOVERNANCE REPORT

A separate report on Corporate Governance is enclosedas Annexure-VIII as a part of theAnnual Report along with the certificate from the Company Secretary in Practice regardingcompliance of conditions of corporate governance.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanismfor the Directors and employees to report concerns about unethical behavior actual orsuspected fraud or violation of Code of Conduct and Ethics. It also provides for adequatesafeguards against the victimization of employees who avail of the mechanism and providesdirect access to the Chairperson of the Audit Committee in exceptional cases. It isaffirmed that no personnel of the Company had been denied access to the Audit Committee.The policy of vigil mechanism is available on the Company's website.

The Whistle Blower Policy aims for conducting the affairs in a fair and transparentmanner by adopting highest standards of professionalism honesty integrity and ethicalbehavior. All employees of the Company are covered under the Whistle Blower Policy.

MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of schedule IV (Code for Independent Directors) ofthe Companies Act 2013 and SEBI (LODR) Regulation 2015 a meeting of the IndependentDirectors of the Company was held in the financial year on 14th February 2020 withoutthe attendance of Non-Independence Directors and members of the management.

DISCLOSURE UNDERTHE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013 :

The provisions of Section 22 of Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 are not applicable to the Company and theconstitution of Internal Complaints Committee is also not applicable to the Company.

ENVIRONMENT HEALTH AND SAFETY

The Company considers it is essential to protect the Earth and limited naturalresources as well as the health and well being of every person.

The Company strives to achieve safety health and environmental excellence in allaspects of its business activities. Acting responsibly with a focus on safety health andthe environment is a part of the Company.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS) and is preparing andpresenting its financial statements in Ind AS starting from the Financial Year 2016-17pursuant to Ministry of Corporate Affairs' notification of the Companies (IndianAccounting Standards) Rules 2015.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company lays emphasis on competence and commitment of its human capitalrecognizing its pivotal role for organizational growth.During the year the Companymaintained a record of peaceful employee relations.

Your Directors wish to place on record their appreciation for the commitment shown bythe employees throughout the year.

ACKNOWLEDGEMENTS

We express our sincere appreciation and thank our valued Shareholders CustomersBankers Business Partners/ Associates Financial Institutions Insurance CompaniesCentral and State Government Departments for their continued support and encouragement tothe Company.

We are pleased to record our appreciation of the sincere and dedicated services of theemployees and workmen at all levels.

.