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Gayatri Projects Ltd.

BSE: 532767 Sector: Infrastructure
NSE: GAYAPROJ ISIN Code: INE336H01023
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OPEN 7.04
PREVIOUS CLOSE 6.98
VOLUME 94922
52-Week high 29.75
52-Week low 6.64
P/E
Mkt Cap.(Rs cr) 126
Buy Price 6.67
Buy Qty 620.00
Sell Price 6.74
Sell Qty 891.00
OPEN 7.04
CLOSE 6.98
VOLUME 94922
52-Week high 29.75
52-Week low 6.64
P/E
Mkt Cap.(Rs cr) 126
Buy Price 6.67
Buy Qty 620.00
Sell Price 6.74
Sell Qty 891.00

Gayatri Projects Ltd. (GAYAPROJ) - Director Report

Company director report

To the Members

The Board of Directors present the 33rd Board's Report of the Companytogether with the summary of standalone and consolidated financial Statements for the yearended 31st March 2022.

Financial Results:

Rs In Lakhs

Particulars Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Revenue from Operations 310233.68 390051.89 310233.68 390051.89
Profit Before Interest Depreciation Exceptional Items and Taxes (37780.84) 44907.32 (39056.08) 44239.67
Less: Financial Cost 33767.44 32072.18 33807.72 32074.58
Profit before Depreciation Exceptional Items and Taxes (71548.28) 12835.14 (72863.80) 12165.09
Less: Depreciation and Amortisation Expenses 7626.91 8450.16 7626.91 8450.16
Add : Other Income 338.52 736.60 340.13 736.83
Profit before Exceptional Items and Taxes (78836.67) 5121.58 (80150.58) 4451.76
Less: Exceptional Items (Net) (14051.05) - (14051.05) -
Profit Before Tax (92887.72) 5121.58 (96080.03) 3773.97
Provision for Tax (258.56) (536.26) (258.56) (536.26)
Profit After Tax (92629.16) 5657.84 (95821.47) 4310.23
Other Comprehensive income/(losses) for the Year 184.99 155.05 6.37 (11.39)
Total comprehensive income for the year (92444.17) 5812.89 (95815.10) 4298.84
Paid up Capital 3743.97 3743.97 3743.97 3743.97

Review of Operations:

Your Company Gayatri Projects has achieved revenue of H 3102.34 croresin FY2022 as against H 3900.52 crores in the previous year on a standalone basis. Therevenue from operations has declined by 20.46% in FY2022 when compared to the last yeardue to working capital stress on account of Covid pandemic countrywide lockdown and delayin receivables from the State Government Departments.

Your Company has incurred losses of H 788.37 crores before exceptionalitems/taxes for the current financial year as against profit of H 51.22 crores in theprevious year. The main reasons for incurring the losses are on account of increase inmaterials cost increase in cost of overheads non-availability of adequate workingcapital to execute the works on hand non-awarding of fresh contract works due to lendersreluctant to provide bank guarantee etc. have severely affected the business operationsof the company. As a result the Company has defaulted in repayment of dues to its lendersand devolvement of significant Non-Fund based facilities has happed and most of thelenders have recalled their financial facilities extended to the company. The loans andother facilities sanctioned to the company have been classified by the lenders asNon-Performing Assets (NPA).

During the current financial year the National highways Authority ofIndia (NHAI) has unilaterally and arbitrarily invoked the bank guarantees given in favourof it in respect of mobilization advances given by NHAI for Varanasi road project. TheNHAI has also charged huge interest on the mobilization advance which is contested by thecompany. In similar manner Ministry of Road Transport & Highways (MORTH) has chargedinterest on mobilization advance which has been contested by the company. In order tofollow prudence concept of accounting the said interest amount of H 140.51 crores whichwas otherwise recoverable from the NHAI & MORTH has been charged to the profit &loss account as exceptional item in the current financial year. The management of thecompany is confident to recover the interest charged by the above clients in futureclaims.

The Company lenders have also filed petitions/legal suits/complaintsbefore the Debt Recovery Tribunal (DRT)/other forums for recovery of the dues and issuednotices under SARFAESI Act. Further two lenders of the company one corporate creditorand two operational creditors have filed applications under the Insolvency and BankruptcyCode 2016 before the Hon'ble National Company Law Tribunal (NCLT) Hyderabad. Theapplications filed before the Hon'ble NCLT are not admitted till the date of Board Report.The management of the company is taking appropriate legal and other steps to the noticesreceived from various lenders petitions filed before the DRT and applications filedbefore the Hon'ble NCLT. The management is confident to resolve all these issues at theearliest in the best interest of the company's affairs business operations and lender'sbusiness interests.

Future Outlook:

Your company has appointed a leading consultant as Corporate DebtAdvisors for Debt Restructuring proposal/ amicable debt settlement proposal in the bestinterest of the company lenders and stakeholders. The Company is also discussing withvarious financial investors for raising the equity and your company has received thenon-binding expression of interest from one of the investor. Hence the management of yourcompany is very confident of reviving the company from current financial crisis andresolving the debt default issues at the earliest.

Applications filed under Insolvency and Bankruptcy Code 2016:

As on date of signing of the Boards Report two lenders of the companyone corporate creditor and two operational creditors have filed applications under theInsolvency and Bankruptcy Code 2016 before the Hon'ble National Company Law Tribunal(NCLT) Hyderabad.

The applications filed before the Hon'ble NCLT are not admitted as onthe date of this report.

S. No Case No. Petitoner Vs. Respondents Amount of Claim Filing Date Status
1 C.P. (IB) -317/2021 SREI Equipment Finance Limited vs M/s. Gayatri Projects Ltd H 863772910 03-12-2021 Application pending with NCLT.
2 C.P. (IB) - 32/2022 Bank of Baroda Vs M/s. Gayatri Projects Ltd H 5496435001 03-02-2022 Application pending with NCLT.
3 C.P. (IB) - 72/2022 Kataria Industries Private Limited Vs M/s. Gayatri Projects Ltd H 26258141 04-03-2022 Application pending with NCLT.
4 C.P. (IB) - 26/2022 IL&FS Financial Services Limited Vs M/s. Gayatri Projects Ltd H 604995435 24-01-2022 Application pending with NCLT.
5 C.P. (IB) - 176/2022 Kunal Conchem Private Limited Vs M/s. Gayatri Projects Limited H 33500000 28-05-2022 Application pending with NCL

Dividend:

For the financial year 2021-22 the Company has not declared anydividend due to losses in the FY 202122. Therefore due to continued financial stress inthe Company your Board of Directors does not recommend any dividend for the FinancialYear ended March 31 2022.

Reserves:

There are no profits for transfer to reserves for the FY2021-22.

Management Discussion & Analysis:

Management Discussion and Analysis Report as required in terms of SEBI(LODR) Regulation is annexed which forms part of this Report as Annexure -1.

Dividend Distribution Policy:

In terms of Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ('SEBI ListingRegulations') the Board of Directors of the Company (the 'Board') formulated and adoptedthe Dividend Distribution Policy ('Policy'). In compliance of the SEBI ListingRegulations the Policy is annexed as Annexure - 2 and is also available on theCompany's website at: https://www.gayatri.co.in/pdf/GPL

Dividend Distribution Policy.pdf

Share Capital:

During the period there were no changes in the share capital of theCompany. The Authorised share capital of the company is H 800000000 divided into400000000 equity shares of H 2/- each and the paid- up share capital of the Company isH 374397370 divided in to 187198685 Equity shares of H 2/- each.

Material Changes and Commitments affecting the Financial Position ofthe Company:

In view of the COVID-19 pandemic situation the operations of thecompany are affected and there are delays in receivables from various State Governments.Due to this your company is facing severe cash flow mismatch and finding it difficult topay the lenders dues. As a result of this the Company has defaulted in repayment of duesto its lenders and devolvement of significant Non-Fund based facilities has happed andmost of the lenders have recalled their financial facilities extended to the company.After this the lenders have initiated forensic audit. The final forensic audit report isawaited as on the date of Board's report. Your Company is putting all efforts to improvethe cash flows and regularize the lenders account at the earliest. Your company isconfident to overcome the present financial crisis.

National Highways & Infrastructure Development Corporation Ltd hasterminated the work of four lining of existing Dimapur - Kohima Road work on 1st June 2021due to slow progress and invoked performance and mobilization advance bank guaranteesamounting to H 46.70 crores. Your Company has invoked the arbitration clause under theagreement and claimed amount of H 202.79 crores as claim under provisions along withinterest at SBI PLR+2% and cost. The arbitration tribunal has been formed and the hearingsare in progress.

NHAI vide its letter dated 10.06.2021 has declared your companyGayatri Projects Limited (GPL) as non-performer for the period till the defects are notcompletely rectified in the Sultanpur to Varanasi PKG- I and II and prohibited the Companyfrom bidding for ongoing/future projects of NHAI till the notified defects aresatisfactorily cured. Your Company has rectified most of the defects and has requestedNHAI to lift the non-performer tag and NHAI officials have instructed local projectofficials to verify the rectification works carried out by your company and submit thereport. The NHAI is expected to lift the prohibition on bidding soon.

There is no change in the nature of business of the Company during theyear under review.

Board Meetings:

The Board of Directors met 9 times in the Financial Year 2021-22 onJune 05 2021 June 14 2021 August 05 2021 August 13 2021 September 22 2021October 23 2021 November 13 2021 February 14 2022 and March 15 2022.

Directors

Reappointment of Director retiring by rotation - In terms of provisionsof the Companies Act 2013 Mr. J. Brij Mohan Reddy (DIN: 00012927) Vice Chairperson andExecutive Director of the Company retires at the ensuing Annual General Meeting and beingeligible seeks reappointment.

The necessary resolution for retiring by rotation for Mr. J. Brij MohanReddy forms part of the Notice convening the AGM scheduled to be held on TuesdaySeptember 27 2022. The profile and particulars of experience of the above proposedexisting director for Board membership are disclosed in the said Notice.

Directors and Key Managerial Personnel:

During the year the following changes took place in the Directors andKey Managerial Personnel of the Company:

Name Nomination & Appointment/Resignation
Shri. Man Mohan Gupta (DIN:09181309) Shri. Man Mohan Gupta Nominee Director was nominated by Bank of Baroda (Lead Banker of the Consortium) on the Board of Gayatri Projects Limited as per the Master Restructuring Agreement executed between the Company and Lenders in 2015 and amended from time to time and was appointed on the Board of the Company w.e.f June 15 2021.
Smt. Nanduri Ramadevi (DIN: 08699570) Smt. Nanduri Ramadevi has resigned from the position of Woman Independent Director on the Board of the Company w.e.f close of working hours on October 04 2021 due to health issues caused by an accident.
Shri. K V Ramanachary (DIN: 08658826) Shri. K V Ramanachary has resigned from the position of Independent Director on the Board of the Company w.e.f November 13 2021 due to health issues.
Shri. Srihari Vennelaganti (DIN: 01829513) Shri. Srihari Vennelaganti was appointed as Independent Director on the Board of the Company w.e.f February 14 2022.
Smt. Pamula Latha (DIN: 08358726) Smt. Pamula Latha was appointed as Woman Independent Director on the Board of the Company w.e.f March 15 2022.

The Company has received the necessary declarations from eachIndependent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b)and 25(8) of the SEBI Listing Regulations that he / she meets the criteria ofindependence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBIListing Regulations. The Company has also received declaration from Independent Directorsthat they are in compliance with sub-rule (1) and (2) of Rule 6 of the Companies(Appointment and Qualifications of Directors) Rules 2014.

In the opinion of the Board there has been no change in thecircumstances which may affect their status as independent directors of the Company andthe Board is satisfied of the integrity expertise and experience (including proficiencyin terms of Section 150(1) of the Act and applicable rules thereunder) of all IndependentDirectors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies(Appointment and Qualification of Directors) Rules 2014 as amended IndependentDirectors of the Company have included their names in the data bank of IndependentDirectors maintained with the Indian Institute of Corporate Affairs.

Composition of Audit Committee:

The Company has constituted a Audit Committee as per the requirement ofCompanies Act 2013 and SEBI Listing Regulations. The Audit Committee of the Board ofDirectors is as follows:

Name of the Member Designation
Mr. Ch. Hari Vithal Rao Chairman
Mr.T. V. Sandeep Kumar Reddy Member
Mr. G. Sreeramakrishna Member
Mrs. N. Ramadevi Member (ceased to be a member w.e.f 04.10.2021)

The details of Audit Committee meeting and other details are given incorporate governance report. The Board has accepted all the recommendations of the AuditCommittee made during the year.

Policy laid down by the Nomination and Remuneration Committee forRemuneration of Directors KMP & Other Employees:

The Remuneration policy of the Company is performance driven and isstructured to motivate Employees. Recognize their merits and achievements and promoteexcellence in their performance.

The salient features of the Policy are:

- It ensures that the level and composition of remuneration isreasonable and sufficient to attract retain and motivate Directors of the qualityrequired to run the Company successfully.

- It lays down Relationship of remuneration to performance is clear andmeets appropriate performance benchmarks.

- It formulates a criteria for determining qualifications positiveattributes and independence of a Director.

- It contains guidelines for determining that the remuneration toDirectors Key Managerial Personnel and Senior Management involves a balance between fixedand incentive pay reflecting short and long term performance objectives appropriate to theworking of the Company and its goals.

- To recommend to the Board policy relating to remuneration forDirectors Key Managerial Personnel and Senior Management.

During the year under review basis the amendment in SEBI (LODR)Regulations 2015 as amended the amended policy was adopted by the Board on February 142022. The Nomination Remuneration and Evaluation Policy of the company is available atwebsite of the Company at https://www.gayatri.co.in/pdf/ Remuneration Policy15-02-2022.pdf.

Manner in which formal Annual Evaluation has been made by the Board ofits Own Performance and that of its Committees and Individual Directors:

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried outevaluation of (i) its own performance (ii) the directors individually and (iii) workingof its Committees. The manner in which the evaluation was carried out as detailed below:

(a) Nomination & Remuneration Committee:

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Nomination andRemuneration Committee has formulated the criteria for evaluation of directors andevaluated every director. Based upon structured questionnaire which was prepared aftertaking into consideration various parameters such as attendance and participation inmeetings by the directors corporate governance practices independence of judgmentsafeguarding the interests of the company etc. the evaluation was carried out by theCommittee. The Members of the Committee evaluated the individual directors at its meetingheld on 14.02.2022.

The Nomination and Remuneration Committee decided that since theperformance of the directors has been satisfactory it was decided to continue with theterm of the directors the Managing Director the Executive Director and the IndependentDirectors.

(b) Separate Meeting of Independent Directors:

The Independent directors of the Company at its meeting held on14.02.2022 (a) reviewed the performance of the Board and non-independent directors (b)reviewed the performance of the Chairperson of the Company and (c) assessed the qualityquantity and timeliness of flow of information between the company management and theBoard. All the Independent Directors on the date of the meeting attended the meeting.

The Independent Directors reviewed the performance of the boardnon-Independent Directors (including Managing Director and Whole time Director) and foundit to be satisfactory opined that term of their appointment be continued.

The Independent Directors after review of the performance of theChairperson decided that the Chairman has good experience knowledge and understanding ofthe Board's functioning and her performance is satisfactory. The Independent Directorsdecided that the information flow between the Company's Management and the Board isadequate.

Director's Responsibility Statement:

In pursuance of section 134 (5) of the Companies Act

2013 the Directors hereby confirm that:

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) the directors had 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) the directors had prepared the annual accounts on a going concernbasis; and

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

(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively

Subsidiaries Associates and Joint Ventures:

The Company has 2 (Two) subsidiary companies (including step downsubsidiary) and 1 (one) associate company as on 31st March 2022 as per the Companies Act2013. During the year under review the Board of Directors reviewed the affairs ofmaterial unlisted subsidiary.

As per the provisions of Section 129 of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 a separate statement containing the salientfeatures of the financial statements of the subsidiary Companies/ AssociateCompanies/Joint Ventures prepared in Form AOC-1 are given in Annexure- 3.

In accordance with the provisions of Section 136 of the Act and theamendments thereto read with the SEBI Listing Regulations the audited FinancialStatements including the consolidated financial statements and related information of theCompany and financial statements of the subsidiary companies are available on our websitewww.gayatri.co.in.

The company has adopted the policy for determining 'material'subsidiaries and the same has been placed on the website of the company at https://www.gayatri.co.in/pdf/Policy_For_Determining_Material_ Subsidiaries.pdf

Annual Return:

The Annual Return for financial year 2021-22 as per provisions of theAct and Rules thereto is available on the Company's website at https://www.gayatri.co.in/pdf/annual-return/MGT_7_2021-22.pdf

Consolidated Financial Statements:

In compliance with Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and in compliance with the provisions ofSection 129(3) and other applicable provisions of the Companies Act 2013 and Ind AS-110and other applicable

Accounting Standards your Directors have presented the consolidatedfinancial statements for the financial year ended March 31 2022 which forms part of theAnnual Report.

Statutory Auditors and Their Report:

At the 29th AGM held on September 28 2018 the Members approvedappointment of M/s. M O S & Associates LLP Chartered Accountants (Firm RegistrationNo. 001975S/S200020) as Statutory Auditors of the Company to hold office for a period offive years from the conclusion of that AGM till the conclusion of the 34th AGM.

In terms of the provisions relating to statutory auditors forming partof the Companies Amendment Act 2017 notified on May 7 2018 ratification of appointmentof Statutory Auditors at every AGM is no more a legal requirement. Accordingly the Noticeconvening the ensuing AGM does not carry any resolution on ratification of appointment ofStatutory Auditors.

The Auditor's Report to the members of the Company for the FinancialYear ended March 31 2022 does not contain any qualification(s). The report of theStatutory Auditors forms part of this report. During the year under review the StatutoryAuditors did not report any matter under Section 143(12) of the Act therefore no detailis required to be disclosed under Section 134(3) (ca) of the Act. The emphasis of matterreported by the Statutory Auditors is self-explanatory and do not call for furthercomments.

Secretarial Audit:

As per the provisions of the Section 204(1) of the Companies Act 2013the Company has appointed Mr. Y. Koteswara Rao Practicing Company Secretary to conductSecretarial Audit of the records and documents of the Company The Secretarial AuditReport for the Financial Year ended 31st March 2022 in Form No. MR-3 is annexed to theDirectors Report as Annexure - 4 and forms part of this Report. The SecretarialAuditors' Report to the Members of the Company for the Financial Year ended March 31 2022does not contain any qualification(s) or adverse observations. The otherobservations/comments are self-explanatory.

Disclosures:

a) Deposits

Company has not accepted any deposits covered under Chapter V of theCompanies Act 2013

b) Conservation of energy

The Company's main line of activity is civil construction which is notpower intensive. However the Company is taking all efforts to conserve the usage of power.

(i) Use of alternate sources of energy is not applicable to theCompany.

(ii) Capital investment on energy conservation equipment for its mainline of activity is not applicable to the Company.

c) R & D Technology absorption

The Company main line of activity is civil construction and henceR&D and technology absorption is not applicable to the Company.

d) Foreign Exchange Earnings - NIL

e) Foreign Exchange Outgo

Sr No Nature of Payment Amount in H Lakhs
1 Consultancy & Technical Fees 1496.92
2 Purchase of Capital Goods -
3 Purchase of Spares & Materials 887.29

Details of Adequacy of Internal Financial Controls:

The Board has adopted the policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies and internal financial controls with reference to the financial statements laiddown by the Company.

Particulars of Loans Guarantees or Investments:

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements. Also pursuant to Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the particulars of Loans/Advances given toSubsidiaries have been disclosed in the notes to the Financial Statements.

Risk Management:

The Company has a risk management committee in place. The Company hasbeen addressing various risks impacting the Company and developed risk policy andprocedures to inform Board members about the risk assessment and minimization procedures.

Whistle Blower Policy/Vigil Mechanism:

Pursuant to Section 177 of the Companies Act 2013 and the Rules framedthere under and pursuant to SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has established a mechanism through which all thestakeholders can report the suspected frauds and genuine grievances to the appropriateauthority. The Whistle Blower Policy which has been approved by the Board of Directors ofthe Company and has been hosted on the website of the Company athttps://www.gayatri.co.in/pdf/ Whistle%20Blower%20Policy.pdf.

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 ofWomen at Workplace (Prevention Prohibition & Redressal) Act 2013 read with Rulesthereunder the Company has not received any complaint of sexual harassment during theyear under review. The Company has complied with the provisions relating to theconstitution of the Internal Complaints Committee under the Act.

Complaints received disposed and pending during the year:

Number of complaints filed during the financial year Nil
Number of complaints disposed of during the financial year Nil
Number of complaints pending as on end of the financial year Nil

Corporate Social Responsibility:

The brief outline of the Corporate Social Responsibility (CSR) Policyof the Company and the initiatives undertaken by the Company on CSR activities during theyear are set out in Annexure-5 of this report in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014. The policy is available onthe website of the Company at https://www.gayatri.co.in/pdf/CorporateSocialResponsibilityPolicy.pdf.

Significant & Material Orders Passed by the Regulators:

There has been no significant and material order passed by theregulators or courts or tribunals impacting the going concern status and the Company'sfuture operations. However Members' attention is drawn to the statement on contingentliabilities commitments in the notes forming part of the Financial Statements.

Contracts or Arrangements with Related Parties:

During the year under review all related party transactions enteredinto by the Company were approved by the Audit Committee and were at arm's length and inthe ordinary course of business. Prior omnibus approval is obtained for related partytransactions which are of repetitive nature and entered in the ordinary course of businessand on an arm's length basis. The Company did not have any contracts or arrangements withrelated parties in terms of Section 188(1) of the Act. Also there were no materialrelated party contracts entered into by the Company. Accordingly the disclosure ofrelated party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 isnot applicable to the Company for financial year 2021-22 and hence does not form part ofthis report.

Details of related party transactions entered into by the Company interms of Ind AS-24 have been disclosed in the notes to the standalone / consolidatedfinancial statements forming part of this Annual Report.

In line with the requirements of the Act and the SEBI ListingRegulations the Company has formulated a Policy on Related Party Transactions and thesame can be accessed on the Company's website at https://www.gayatri.co.in/pdf/Related%20Party%20Transaction%20 Policy.pdf.

Deposits:

Your Company has not accepted or renewed any deposit from public duringthe year under review. Further no amount on account of principal or interest on depositfrom public or interest on deposits from public was outstanding as on the date of thebalance sheet.

Cost Audit:

In terms of Section 148 of the Act the Company is required to maintaincost records and have audit of its cost records conducted by a Cost Accountant. Costrecords are prepared and maintained by the Company as required under Section 148(1) of theAct.

M/s. N.S.V. KRISHNA RAO & Co. Cost Auditors were appointed as costauditor to audit the cost records of the Company for the F.Y 2021-22 and re-appointed forthe F.Y 2022-23 by the Board of Directors on the recommendations of the Audit Committee.They have been conducting the Audit of the cost records of the Company for the pastseveral years. In accordance with the provisions of Section 148(3) of the Act read withRule 14 of the Companies (Audit and Auditors) Rules 2014 as amended the remuneration ofH 1.15 lakhs plus applicable taxes and reimbursement of out- of-pocket expenses payable tothe Cost Auditors as recommended by the Audit Committee and approved by the Board has tobe ratified by the Members of the Company. Accordingly a resolution to this effect formspart of the Notice convening the AGM.

Particulars of Employees:

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed to this report as Annexure-6.

In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of employeesdrawing remuneration in excess of the limits as set out in the said Rules forms part ofthis report.

Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for theyear 2022-2023 to National Stock Exchange of India Limited and BSE Limited where theCompany's Shares are listed. Annual Custody / Issuer fee is being paid by the Companybased on invoices received from the Depositories.

Corporate Governance and Shareholders Information:

Your Company has taken adequate steps to adhere to all the stipulationslaid down in Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. A report on Corporate Governance is includedas a part of this Annual Report as Annexure -7. Certificate from the practicingCompany Secretary confirming the compliance with the conditions of Corporate Governance asstipulated under aforesaid regulations is attached to Corporate Governance Report.

Business Responsibility Report

As per Regulation 34(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a Business Responsibility Report covering the principlewise performance of the Company on the nine principles as per National VoluntaryGuidelines (NVGs) forms a part of the Annual report of the Company annexed as Annexure-8.

Secretarial Standards

The company has in place proper systems to ensure compliance with theprovisions of the applicable secretarial standards issued by The Institute of CompanySecretaries of India and such systems are adequate and operating effectively.

Acknowledgement:

Your Directors would like to acknowledge and place on record theirsincere appreciation to all stakeholders - clients financial institutions Banks Centraland State Governments the Companies' valued investors and all other business partners fortheir continued co-operation and excellent support received during the year.

Yours Directors recognize and appreciate the efforts and hard work ofall the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board
T. INDIRA REDDY T.V.SANDEEP KUMAR REDDY
Chairperson Managing Director
DIN:00009906 DIN: 00005573
Place: Hyderabad. P. SREEDHAR BABU CHETAN KUMAR SHARMA
Date: 30th May 2022 Chief Financial Officer Company Secretary & Compliance Officer

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