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Gayatri Highways Ltd.

BSE: 541546 Sector: Infrastructure
NSE: GAYAHWS ISIN Code: INE287Z01012
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VOLUME 21600
52-Week high 2.10
52-Week low 0.34
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.38
Buy Qty 1500.00
Sell Price 0.34
Sell Qty 191468.00
OPEN 0.34
CLOSE 0.34
VOLUME 21600
52-Week high 2.10
52-Week low 0.34
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.38
Buy Qty 1500.00
Sell Price 0.34
Sell Qty 191468.00

Gayatri Highways Ltd. (GAYAHWS) - Director Report

Company director report

To

The Members

Your Directors have immense pleasure in presenting the 12th Annual Reportand the Audited Financial Statements for the Financial Year ended 31st March2018.

1. FINANCIAL SUMMARY:

A) STANDALONE

The standalone financial results of your company for the year ended 31stMarch 2018 are as follows:

Particulars For the year ended 31.03.2018 (Rs.) For the year ended 31.03.2017 (Rs.)
1) INCOME
Revenue from operations 76927595 -
Other income 112611970 -
TOTAL 189539565 -
2) EXPENDITURE
Operations & Maintenance Expenses 16892429 -
Employee Benefits Expense 2040577 -
Finance Costs 502817758 -
Depreciation & Amortization expense - -
Other Expenses 21067145 23592
TOTAL 542817909 23592
3) Loss before tax from continuing operations (353278344) (23592)
Current Tax - -
4) Loss for the year (353278344) (23592)
Earnings (Loss) per Share – Basic & Diluted (1.47) (0.00)

B) CONSOLIDATED

The consolidated financial results of your company for the year ended 31stMarch 2018 are as follows:

S. No. Particulars For the year ended 31.03.2018 (Rs.) For the year ended 31.03.2017 (Rs.)
1) INCOME
Revenue from operations 861096475 -
Other income 99347586 -
Construction income 1930029848 6762348523
TOTAL 2890473909 6762348523
2) EXPENDITURE
Construction Expenses 1986780278 6762348523
Employee Benefits Expense 23351166 -
Finance Costs 2467002653 -
Depreciation & Amortization expense 123475055 -
Other Expenses 135548292 389060
TOTAL 4736157444 6762737583
3) Loss before tax from continuing operations (1845683536) (389060)
- Current Tax - -
4) Loss for the year (1845683536) (389060)
Other comprehensive income-
Re-measurement of the defined benefit plans 710821 -
Share of profits/ (losses) in the Jointly controlled entities 188427095 (569011503)
5) Total comprehensive loss for the year (1656545620) (569400563)
Earnings (Loss) per Share – Basic & Diluted (6.91) (11.88)

2. THE YEAR IN RETROSPECT

During the year under review the National Company Law Tribunal (NCLT) vide its orderdated 3rd November 2017 approved the composite Scheme of Arrangement betweenGayatri Highways Limited (GHL) ("the Company") (Formerly Gayatri DomicilePrivate Limited) Gayatri Projects Limited and Gayatri Infra Ventures Limited and theirrespective shareholders and creditors.

Company completed the allotment of Equity Shares to the shareholders of GayatriProjects Limited and 167700300 9% Non convertible Cumulative Redeemable Preferenceshares (NCRPS) of Rs. 10/- each to GPL in the Month of February 2018 and subsequentlyapplied for listing of its Equity shares with Bombay Stock Exchange and National StockExchange for 239651900 Equity Shares of Rs.2/- each fully paid up.

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.

3. 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.

India's national highway network is expected to cover 50000 kilometres by 2019 witharound 20000 km of works scheduled for completion in the next couple of years accordingto the Ministry of Road Transport and Highways.

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

4. CHANGE IN THE NATURE OF BUSINESS

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

5. EXTRACT OF ANNUAL RETURN

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of Companies (Management and Administration) Rules 2014and the same is enclosed as Annexure-I.

6. BOARD MEETINGS

During the year ended 31st March 2018 Nine Board Meetings were convenedand held. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013.

The dates on which the Board meetings were held are 28th June 2017 29th July 201714th August 2017 24th November 2017 5th December 2017 8th January201817th January 2018 2nd February 2018 and 7th February2018.

Attendance of Directors at the meetings:

The details of the attendance of the Directors at the Board meetings held during theyear ended 31st March 2018.

Name of the Director Number of Board Meetings
Held Attended
Ms. T. Sarita Reddy 9 8
Mr. P. Purnachander Rao 9 9
Mr. S.S. Raju 5 4
Mr. M.V. Narasimha Rao 1 1
Mr. G. Jagannadha Rao 1 0
Ms. P. Laxmi 1 0

7. 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 financial statements for the year ended 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that such accounting policies and applied them consistently and judgement andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2018 and of theprofit 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 financial statements 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 systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

8. 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.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. S.S. Raju was appointed as Additional Director of the Company with effect from 5thDecember 2017. Mr. S.S. Raju was regularized as a Director of the Company in the AGM heldon 12th December 2017. Mr. M.V. Narasimha Rao was appointed as an AdditionalDirector in the category of Independent Director of the Company with effect from 7thFebruary 2018.

Mr. G. Jagannadha Rao was appointed as an Additional Director in the category ofIndependent Director of the Company with effect from 7th February 2018.

Ms. P. Laxmi was appointed as an Additional Director in the category of Independent(woman) Director of the Company with effect from 7th February 2018.

Mr. K.G. Naidu was appointed as a Chief Executive Officer (CEO) of the Company witheffect from 7th February 2018.

Mr. P. Raj Kumar was appointed as a Company Secretary (CS) of the Company with effectfrom 7th February 2018.

Mr. P.K. Sahoo was appointed as a Chief Financial Officer (CFO) of the Company witheffect from 7th February 2018.

Mr. S.S. Raju has resigned as a Director of the Company with effect from 7thFebruary 2018. Ms. T. Sarita Reddy has resigned as a Director of the Company with effectfrom 7th February 2018.

10. RETIREMENT BY ROTATION

Mr. P. Purnachander Rao Director of the Company is retiring by rotation and beingeligible offers himself for re-appointment.

11. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted the declaration of independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section(6).

12. POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Nomination and Remuneration (N&R) Committee discusses and decides theappointment of the Board of Directors and Key Managerial Personnel and their remuneration.The committee was constituted on 7th February 2018.

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

During the financial year ended 31st March 2018 no meetings were conductedby the Nomination and Remuneration Committee.

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

13. AUDITORS REPORT

There are no qualifications in the Auditors Report.

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The company has not entered into any Contract or arrangements with the Related Partiesas on 31st March 2018. Accordingly Form AOC-2 is not applicable to yourCompany.

16. TRANSFER OF AMOUNT TO RESERVES

The Company has not made any profits for the Financial Year ended 31stMarch 2018. Therefore it has not transferred any amount to reserves.

17. DIVIDEND

The Board of Directors does not recommend any dividend on the Equity Shares orPreference Shares for the financial year ended 31st March 2018.

18. MATERIAL CHANGES AND COMMITMENTS

The Company changed its name from Gayatri Domicile Private Limited to "GayatriHighways Private Limited" with effect from 7th August 2017.

Thereafter the Company upon conversion into a public Company changed its name toGayatri Highways Limited with effect from 16th January 2018.

As per the NCLT order dated 3rd November 2017 read with the Scheme ofArrangement all the infrastructure Road BOT assets are merged with Gayatri ProjectsLimited (GPL) there after all the infrastructure road BOT assets are demerged from GPLand transferred to Gayatri Highways Limited (erstwhile Gayatri Domicile Private Limited).

Further as per the NCLT order with effect from 31st March 2017 [i.e. appointed datefor Demerger of Infrastructure BOT assets from Gayatri Projects Limited to GayatriHighways Private Limited] the company will have four subsidiaries namely "IndoreDewas Tollways Limited (IDTL)" "Sai Maatarini Tollways Limited (SMTL)""Gayatri Jhansi Roadways Limited (GJRL)" and "Gayatri Lalitpur RoadwaysLimited (GLRL)" three jointly controlled entities namely "HyderabadExpressways Limited (HEL)" "Cyberabad Expressways Limited (CEL)" and"HKR Roadways Limited (HKRRL)" and one associate "Balaji Highway HoldingsPrivate Limited (BHHPL)".

19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

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

20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

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.

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 a Chairman and Mr. P. PurnachanderRao and Mr. M.V. Narasimha Rao as members of the Committee.

The Committee meetings will be held as and when required by the Company.

21. POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL

RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR

The Company has constituted Corporate Social Responsibility Committee to comply theprovisions of the Section 135 of the Companies Act 2013.

The Corporate Social Responsibility committee was constituted as follows:

M.V. Narasimha Rao – Chairman
Mr. P. Purnachander Rao – Member
Ms. P. Laxmi – Member

The Committee meetings are held as and when required by the Company.

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 as Annexure-III.

22. BOARD EVALUATION

As the Board evaluation was applicable to the Company post issuance of NCLT order dated3rd November 2017 the Company has not carried on the evaluation of the Boardits committee and directors during the FY 2017-18. The Company will comply with therequirement in the next financial year.

23. 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 2018 which forms part of the Annual Reportand accounts.

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.

24. SUBSIDIARY COMPANIES JOINTLY CONTROLLED ENTITIES AND ASSOCIATE COMPANIES

During the Financial Year ended 31st March 2018 your Company hassubsidiaries and associate Companies.

The National Company Law Tribunal (NCLT) vide its order dated 3rd November2017 approved the composite Scheme of Arrangement between the Company Gayatri ProjectsLimited Gayatri Infra Ventures Limited and their respective shareholders consisting ofthe following:

1. Transfer of investments in Sai Maatarini Tollways Limited from Gayatri ProjectsLimited to Gayatri Highways Limited (erstwhile Gayatri Domicile Private Limited)

2. Amalgamation of the Gayatri Infra Ventures Limited with Gayatri Projects Limited

3. Transfer of Infrastructure Road BOT Assets Business from Gayatri Projects Limited toGayatri Highways Limited (erstwhile Gayatri Domicile Private Limited) by way of demerger.

With effect from 31st March 2017 (appointed date) the assets andliabilities of infrastructure BOT has been transferred from Gayatri Projects Limited toGayatri Highways Limited.

The names of companies which have become the Company's Subsidiaries joint ventures orassociate companies during the year are as follows:

Subsidiaries:

Indore Dewas Tollways Limited

Sai Maatarini Tollways 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.

25. PERFORMANCE AND CONTRIBUTION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURES

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 31stMarch 2018 is enclosed as Annexure-V.

26. 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.

27. 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.

As per the NCLT order dated 3rd November 2017 read with the Scheme of Arrangement allthe infrastructure Road BOT assets are merged with Gayatri Projects Limited (GPL) thereafter all the infrastructure road BOT assets are demerged from GPL and transferred toGayatri Highways Limited (erstwhile Gayatri Domicile Private Limited).

With effect from 31st March 2017 (appointed date) the assets andliabilities of infrastructure BOT has been transferred from Gayatri Projects Limited toGayatri highways Private Limited

28. 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 16thAnnual General Meeting. In terms of the first proviso to Section 139 of the Companies Act2013 the appointment of the auditors shall be placed for ratification at every AnnualGeneral Meeting.

Accordingly the appointment of M/s G.S. Sai Babu & Associates CharteredAccountants bearing ICAI Regd. No. 014207S as statutory auditors of the Company isplaced for ratification by the shareholders.

In this regard the Company has received a certificate from the auditors to the effectthat if they are reappointed it would be in accordance with the provisions of Section 141of the Companies Act 2013.

29. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are not required since the Company isan unlisted company as on 31st March 2018. The Company has not employed anyindividual whose remuneration falls within the purview of the limits prescribed under theprovisions of section 197 of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

30. 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.

31. SHARE CAPITAL

The Paid-up Share Capital of the Company as on 31st March 2018 is Rs.2156306800 divided into 239651900 Equity Shares of Rs.2/- each fully paid up and167700300 9% Non convertible Cumulative Redeemable Preference shares (NCRPS) of Rs. 10/-each.

32. 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 as Annexure-VI.

33. CEO AND CFO CERTIFICATION

Since the Company was unlisted as on 31st March 2018 the publication offinancial results is not applicable. The annual certification given by the Chief ExecutiveOfficer and Chief Financial Officer of the Company is published in this Annual Report.

34. 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 DVM Gopal & Associates LLP Practicing Company Secretaries asSecretarial Auditors to conduct Secretarial Audit of the Company for the Financial yearended 31st March 2018.

The Secretarial Audit Report issued by DVM Gopal & Associates LLP PracticingCompany Secretaries in Form MR-3 is enclosed as Annexure-VII.

The Secretarial Audit Report does not contain any qualifications reservation oradverse remarks.

35. BOARD'S RESPONSE ON AUDITOR'S QUALIFICATION RESERVATION OR ADVERSE REMARKS ORDISCLAIMER MADE

There are no qualifications reservations or adverse remarks made by the statutoryauditors in their report or by the Practicing Company Secretary in the Secretarial AuditReport for the year.

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

36. INTERNAL AUDITORS

The Board of Directors of the Company has appointed Mr. Raju Poojari CharteredAccountant as an Internal Auditor in the Board meeting held on 20th June 2018with effect from 01st April 2018 to conduct Internal Audit of the Company.

37. AUDIT COMMITTEE

The committee was constituted on 7th February 2018. The Audit Committeeconsists of the following Directors:

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

During the financial year ended 31st March 2018 no meetings were conductedby the Audit Committee. There has been no such incidence where the Board has not acceptedthe recommendation of the Audit Committee during the year under review.

38. CORPORATE GOVERNANCE REPORT

A separate report on Corporate Governance is enclosed as Annexure-VIII as a partof the Annual Report along with the Certificate from practising Company Secretary on itscompliance.

39. 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 has 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.

40. MEETING OF INDEPENDENT DIRECTORS

As the Independent Directors were appointed in the meeting held on 7thFebruary 2018 after the scheme became effective the meeting will be conducted in thenext financial year i.e. 2018-19.

In accordance with the provisions of schedule IV (Code for Independent Directors) ofthe Companies Act 2013 and SEBI Listing Regulation 2015 a meeting of the IndependentDirectors of the Company will be held in the next financial year without the attendanceof Non-Independence Directors and members of the management.

41. DISCLOSURE AS PER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder theCompany has not received any complaint of sexual harassment during the year under review.

42. 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's DNA.

43. INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS) with effect from theFinancial Year 2016-17 pursuant to Ministry of Corporate Affairs' notification of theCompanies (Indian Accounting Standards) Rules 2015.

44. 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.

45. 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.

46. LISTING WITH STOCK EXCHANGES

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.

47. 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.

For and on behalf of the Board

Place: Hyderabad P. PURNACHANDER RAO M.V. NARASIMHA RAO
Date: 13th August 2018 DIRECTOR DIRECTOR
DIN: 02230190 DIN: 06761474