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ISGEC Heavy Engineering Ltd.

BSE: 533033 Sector: Engineering
NSE: ISGEC ISIN Code: INE858B01029
BSE 13:54 | 07 Feb 459.25 5.65
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450.00

NSE 13:44 | 07 Feb 460.00 5.55
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OPEN 454.25
PREVIOUS CLOSE 453.60
VOLUME 1765
52-Week high 675.40
52-Week low 426.20
P/E 22.81
Mkt Cap.(Rs cr) 3,375
Buy Price 459.30
Buy Qty 1.00
Sell Price 460.55
Sell Qty 26.00
OPEN 454.25
CLOSE 453.60
VOLUME 1765
52-Week high 675.40
52-Week low 426.20
P/E 22.81
Mkt Cap.(Rs cr) 3,375
Buy Price 459.30
Buy Qty 1.00
Sell Price 460.55
Sell Qty 26.00

ISGEC Heavy Engineering Ltd. (ISGEC) - Director Report

Company director report

1.00 The Board hereby presents its Report for the year ended 31stMarch 2022.

2.00 FINANCIAL SUMMARY: (STANDALONE)

(Rs in lakhs)

Particulars As at 31.03.2022 As at 31.03.2021
I. ASSETS:
Property plant and equipment 42091.45 42837.09
Right-of-use asset 3217.86 3412.57
Capital work-in-progress 835.14 863.29
Other intangible assets 2152.03 2011.78
Other non-current assets 44780.73 39909.98
Current assets 399012.90 389696.74
Total 492090.11 478731.45
II. EQUITY AND LIABILITIES:
Shareholders' funds 178323.21 167458.72
Non-current liabilities 36924.51 37419.88
Current liabilities 276842.39 273852.85
Total 492090.11 478731.45
III. Revenue From Operations 444446.52 430960.60
Other Income 2603.90 3560.96
Total Revenue 447050.42 434521.56
IV. Total Expenses 432344.15 406067.86
V. Profit/(Loss) Before Tax 14706.27 28453.70
VI. Tax Expenses including Deferred Tax 3424.38 6630.69
VII. Profit/(Loss) After Tax 11281.89 21823.01
VIII. Other comprehensive income (net of taxes) 317.90 55.38
IX. Balance carried to profit and loss account 11599.79 21878.39
X. Basic/ Diluted Earnings per Share of '1/- each (in ') 15.34 29.68

3.00 ANNUAL RETURN:

3.01 The Annual Return when filed is placed on the website of theCompany at https://www.isgec.com/aboutus- financial-annual-return.php

4.00 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

4.01 Five Board Meetings were held during the year ended 31stMarch 2022.

5.00 DIRECTORS' RESPONSIBILITY STATEMENT:

5.01 Your Directors hereby confirm that:

(a) In the preparation of the Annual Accounts for the financial year2021-22 the applicable Accounting Standards have been followed and there are no materialdepartures;

(b) The Directors have selected such accounting policies with theconcurrence of the Statutory Auditors and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit of theCompany for the financial year;

(c) The Directors have taken proper and sufficient care to the best oftheir knowledge and ability for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013. They confirm that there areadequate systems and controls for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

(d) The Directors have prepared the Annual Accounts on a going concernbasis;

(e) The Directors have laid down internal financial controls to befollowed by the Company and these financial controls are adequate and are operatingeffectively; and

(f) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

6.00 DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSEWHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

6.01 The Auditors have not reported any frauds under sub-section (12)of the section 143 of the Companies Act 2013 and rules made thereunder to the AuditCommittee or to the Board of Directors.

7.00 EXPLANATION OR COMMENTS ON QUALIFICATION ETC. BY THE STATUTORYAUDITORS AND COMPANY SECRETARY IN PRACTICE:

7.01 There is no qualification reservation or adverse remark ordisclaimer made by the Statutory Auditors in the Auditors' Report or by the CompanySecretary in Practice in Secretarial Audit Report needing explanation or comments by theBoard.

8.00 INDEPENDENT DIRECTORS:

8.01 All the Independent Directors have furnished declaration undersub-section (6) of Section 149 of the Companies Act 2013.

9.00 POLICY ON DIRECTORS' APPOINTMENT/ REMUNERATIONOFDIRECTORS/KEYMANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

9.01 The Nomination and Remuneration Committee formulated the criteriafor determining qualifications positive attributes and independence of a Director andrecommended to the Board a policy relating to the remuneration for the key managerialpersonnel and other employees. While formulating the policy the Committee has taken intoaccount:-

(i) that the level and composition of remuneration is reasonable andsufficient to attract retain and motivate Directors of the quality required to run theCompany successfully;

(ii) that relationship of remuneration to performance is clear andmeets appropriate performance benchmarks; and

(iii) that remuneration to Directors key managerial personnel andsenior management involves a balance between fixed and incentive pay reflecting short andlong term performance objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Policy is available on the website ofthe company at https://www.isgec.com/pdf/NRC- policy.pdf

10.00 PARTICULARS OF LOANS GUARANTEES/ INVESTMENTS:

10.01 Particulars of Loans given Investments made or Securitiesprovided under Section 186 of the Companies Act 2013 are annexed as Annexure-1.

11.00 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

11.01 The Company has formulated a Policy on Materiality of RelatedParty Transactions and also on dealing with Related Party Transactions as required underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and amendmentsthereof. The Policy on Related Party Transactions has been disclosed on the website of thecompany at https://www.isgec.com/pdf/RPT.pdf

11.02 The particulars of contracts or arrangements with Related Partiesreferred to in Section 188(1) of the Companies Act 2013 are given in the prescribed FormAOC-2 annexed as Annexure-2.

12.00 COVID-19:

12.01 During the year under report the working and operations wereadversely affected firstly due to the second wave of Covid-19 in the first quarter (April- June 2021) and again due to the third wave of Covid-19 in the last quarter (January -March 2022).

12.02 While all factories were working normally EngineeringProcurement and Constriction (EPC) business offices at Noida were closed for 6 weeks inthe first quarter and for about 10 days in January 2022 besides Pune and Chennai officeswere also closed for few weeks. Before and after the closure till normalcy returnedoffices were working with 50% to 70% attendance while balance employees were working fromhome.

12.03 During the second wave as per Government directives oxygen wasdiverted for medical purposes causing scarcity of oxygen in our own facilities vendors'workshops and project sites resulting in production losses till 31st May2021.

12.04 The company took proactive steps to vaccinate its manpowerresources. 99.9% of all our manpower - our employees and contractors' workers havereceived the second dose of vaccination.

12.05 The situation in India has improved. We continue to takenecessary precautions and monitor the situation.

13.00 TECHNOLOGY:

13.01 The Company entered into a strategic collaboration with UCCEnvironmental USA for Dry Sorbent Injection (DSI) Technology. With this collaboration wehave increased our Desulphurization (DeSOx) Technology portfolio for Power Plants and nowpossess all major Flue Gas Desulphurization (FGD) Technologies i.e. Wet FGD Semi Dry FGDand Dry FGD.

13.02 Technology tie-up agreement for Circulating Fluidized BedCombustion (CFBC) Boilers with Sumitomo SHI FW Energia Oy which was expiring has beenrenegotiated and renewed for a further period of 10 years.

13.03 We received a Patent for a Two Drum Feeder Design for ourBoilers and a Certification of Registration of Design from the India Patent office for aSpecial Design of Entrainment Catcher in Falling Film Evaporators named 'AnnularPolybaffle' for Evaporators in Sugar Plants. We also qualified for Procedure QualificationRecord (PQR) for (i) Heat Exchangers for Purified Terephthalic Acid (PTA) Plants with B.PTechnology (ii) P91 material with impact testing temperature at 0 degree C and (iii) newmetallurgy on Al-Bronze and Ni-Al Bronze.

13.04 Our technologists and engineers continue to make severalinnovations. Some of these include the introduction of an Online Assembly concept forLow-Capacity Presses to improve productivity; development of a Single Suspension HighSpeed Press for the automobile industry for Progressive Die application of very small buthigh strength parts with Coil Line; designing of a 1250T Transfer Press for preciseforming of high tensile parts especially for the European market; and an Operation andControl software package for Servo Presses.

13.05 To facilitate the consumption of Waste Biomass we created adesign to fire a higher concentration of Bagasse Pith in Travelling Grate Boilers and forthe first time introduced firing of Blast Furnace Gas (BFG) in CFBC Boilers.

13.06 The Company is embarking on an IT transformation project by theimplementation of SAP Enterprise Resource Planning software. This is a major initiative tobring about large-scale improvements in processes and operational excellence forimprovement in profitability and building capability to undertake larger scale ofbusiness. The project involves the implementation of SAP S/4 HANA ERP System to replaceBaaN in the Projects business and up-gradation of the existing SAP system in theManufacturing Units.

14.00 EXPORTS:

14.01 Export revenue during the year was '411 crore against '645 crorein the preceding year. This is because of low backlog of live export orders in thebeginning of the year under report.

14.02 Export order booking during the year was also low asinternational travel restrictions continued. The sentiment to invest was low and customerswere not willing to risk purchasing capital equipment or ordering projects due to logisticrelated concerns.

14.03 In spite of these limitations Digital Marketing interventionscontinued to generate business leads. Videos and emails were sent to prospective customersand virtual meetings and webinars were held.

14.04 With the removal of travel restrictions by most of the countriesour executives have started traveling and export orders have started coming in. Lately wehave booked good orders. Details of important orders are given in para 17(c) of theManagement Discussion & Analysis.

14.05 The enquiry position as on date is also good.

15.00 BUSINESS DEVELOPMENT:

15.01 There is a global thrust on Decarburization and the promotion ofGreen Energy. The initiatives in Green Energy value chain which were started during thelast year were taken forward. We began a dialogue with an international firm of repute fordeveloping a solution for long duration energy storage. As the component of renewables(wind & solar) is increasing in the total electricity production such solutions arethe need of the hour for mitigating the intermittency of renewable energy. We are in anadvanced stage of discussions with the said firm.

15.02 I n addition we have also studied the possibility of supplyingand constructing Bio Methane (compressed Bio CNG) Plants for developers. We willparticipate in such projects subject to the size & value of such plants.

15.03 Cylinder Drier a new product for our Iron Casting division hasbeen identified for development. It finds extensive application in the paper industry. Weare in an advanced stage of discussions with a multinational firm of repute supplyingpaper plants.

15.04 During the year we identified Skid Mounted Plants & Modulesas another area of diversification and have since started bidding for such projects.

15.05 Our business development efforts during the preceding year haveresulted in orders for the supply of Gun Mounting Bodies for the Defence sector and 25Nos. Medical Oxygen Plants during the year under report.

16.00 STATE OF COMPANY AFFAIRS AND OPERATIONS INCLUDING MANAGEMENTDISCUSSION & ANALYSIS:

16.01 Despite the adverse effect of the second and third waves of theCovid-19 pandemic which seriously affected businesses around the world the total incomewas almost the same as last year. The total income was '4470.50 crore against '4345.22crore in the previous year.

16.02 Profitability however has been lower due to the adverse impactof commodity price increase particularly of steel and other metals as shown in thegraphs below.

Profitability was also adversely impacted by Covid-19 relateddisruptions - time and cost overruns on projects shortage of skilled manpower and thesharp increase in freight cost. Employee cost was also higher as compared to last year aswe had salary cuts last year.

16.03 We always keep a contingency margin for an increase in commodityprices however this time the price rise was unprecedented. There are various strategymeasures we are looking at to mitigate the effect such as keeping higher contingencymargins entering into back-to-back arrangements for steel purchases and keeping anescalation clause in sales orders. We are also examining the possibility of hedging steeland other metals on the commodity exchanges in India USA and the UK.

16.04 Further details are given in paragraph 12.01 under the headingCovid-19 and in para 17(c) under the heading Management Discussion & Analysis.

17.00 MANAGEMENT DISCUSSION AND ANALYSIS:

In this section the Management discusses the performance of theCompany on the following matters within the limits set by the Company's competitivemarket position:

(a) Industry Structure and Development:

Industrial activity and investments especially in the Capital Goodsindustry have been adversely impacted over the last two years due to the Covid-19pandemic. Gradual unlocking of the economy record vaccinations improvement in consumerdemand and continued policy support towards industry by the Government have now led toan upturn in the prospects of the industrial sector. Introduction of the production linkedincentive scheme (PLI) for boosting local manufacturing of 14 champion sectors and themajor boost provided to infrastructure by the Government have been welcome steps taken topropel investment. With over 35% Y-O-Y increase in CAPEX and a proposed infrastructurespend of over '10 lakh crore in Budget 2022-23 the Government of India has reinforced itscommitment to infrastructure with the expectation that it will have a multiplier effect oneconomic growth.

(b) Opportunities and Threats:

Opportunities:

? Increased focus on the infrastructure sector affordable housingroad networks railway station and airport projects will contribute to the growth of theCement and Steel sectors. This will help us with our Air Pollution Control EquipmentCastings Contract Manufacturing Boilers Boiler Manufacturing & Piping and CivilConstruction businesses;

? The enforcement of stringent emission norms on Thermal Power Plantswill lead to investments in Air Pollution Control Equipment where we are well positioned.

? Expansion in the Oil & Gas sector with an expected CAPEX of '1.5lakh crore will open up the market for our Boilers Boiler Manufacturing & Piping EPCProcess Plants and Process Equipment businesses;

? Under the Ethanol Blending Programme (EBP) being promoted by theGovernment Sugar and Distillery projects are likely to come up in a big way and this willhelp us strengthen our Boilers and Sugar Plants & Distilleries businesses;

? Major expansion plans announced in the Chemical Pharma and Healthsectors are likely to benefit our Process Equipment Boilers and Air Pollution ControlEquipment businesses.

Threats:

? High Crude Oil and Commodity prices have raised input costsimpacting our competitiveness across business verticals especially in the internationalmarket;

? Rising cost of logistics is also adding to our problems;

? The on-going Russia-Ukraine conflict has caused supply chaindisruptions resulting in a shortage of microchips at a global level. This is likely tocontinue adversely affecting the Automobile sector and have an impact on our Pressesbusiness.

(c) (d) and (e) Segment-wise or Product-wise Performance Outlook andRisk & Concerns:

(c) Segment-wise or Product-wise Performance:

A. Engineering Procurement and Construction Segment:

A.01 EPC Segment covers the setting up of Projects for Boilers AirPollution Control Equipment Sugar & Distillery Plants & Machinery Power PlantSolutions Bulk Material Handling Systems Process Plants Civil Construction includingFactories and Workshops and Wastewater Treatment Plants. Each of these segments isdiscussed in the subsequent paragraphs.

A.02 The total revenue from the EPC segment in spite of Covid-19related disruptions was at '3361.49 crore against '3402.36 crore last year. The profitshave however been lower due to the following reasons:-

? I ncrease in the prices of commodities such as steel copperaluminium and nickel;

? Time and cost overrun in EPC projects due to the impact of Covid-19related disruptions coupled with some shortage of skilled manpower;

? Sharp increase in freight cost both for the purchase of material andsupply of goods to customers;

? Normal employee cost and increments (there was salary cut last year).

A.03 Lower profitability in EPC segment is likely to continue for somemore time as the fixed price longer duration orders presently under execution were bookedbefore the increase in commodity prices. For the newer orders we have budgeted highercontingency and margins on costs. As we progress the proportion of the older orders willkeep on reducing and the newer orders taken at better margins will be under execution.

Boilers:

A.04 Projects for Boilers include Circulating Fluidized Bed CombustionBoilers (CFBC); Atmospheric Fluidized Bed Combustion Boilers (AFBC); Waste Heat RecoveryBoilers (WHRB) including Cement Waste Heat Recovery Boilers (CWHRB); Waste to Energy(WTE) Boilers; Travelling Grate (TG) Boilers for burning clean biomass e.g. Bagasse;Vibrating Grate Boilers (VG) for burning critical biomass e.g. Straw; Oil & Gas(O&G) Fired Boilers including Heat Recovery Steam Generators; and Slop (DistilleryWaste) Fired Boilers.

A.05 As a result of remote (online) commissioning of many Boilers inIndia and abroad we commissioned 54 Boilers the highest in a year. Important Boilerscommissioned during the year include:

? Two Boilers burning 100% paddy straw in Haryana in partnership withBWE (Burmeister & Wain Energy erstwhile BWSC) Denmark. This is a big step towardspreventing stubble burning & providing Green Energy;

? Our Largest Biomass Boiler (2x230 TPH) in Thailand;

? 2 sets of 100 TPH Heat Recovery Steam Generators (HRSG) at Barauniand Sindhri Fertilizer Plants with technology from Siemens Netherlands;

? A 210 TPH Boiler for Process Power generation for a 10000 TCD SugarPlant;

? A 60 TPH Boiler for firing Distillery Waste at a Sugar Complex inKarnataka in a record 10 months' time.

A.06 Important orders received during the year include:

? A Repeat Order for a CWHR Boiler from a Cement Plant customer. AnOrder for the world's largest CWHR Boiler booked last year from the same customer is inan advanced stage of completion;

? A Repeat Order for a Sponge Iron WHR Boiler.

? An Order for the Largest Oil & Gas Fired Boiler (380 TPH) fromthe Oil & Gas sector;

? An Order for the Large O&M Contract for a 100 MW Power Plant atan Aluminum Plant.

A.07 Air Pollution Control Equipment include Wet and Semi-DryDesulfurization System (FGD) Flue Gas Conditioning System (FGC) for removal of SOx

Combustion Modification System to control NOx Dry Sorbent InjectionSystem Bag Filters and Electrostatic Precipitators for control of Dust Particles.

A.08 The Government has introduced penalties on Thermal Power Stationsfor not complying with emission norms by December 2024. This is likely to lead to anincreased demand for Air Pollution Control Equipment and your Company is well equipped forthis.

A.09 During the year we received a Notice to Proceed (NTP) for a WetFlue Gas Desulphurization (FGD) System for a 2x660 MW Thermal Power Station from a StateUtility. Apart from this we are also executing orders for Wet FGD Projects for 5x800 MWUnits and 2x660 MW Units from different Utilities.

A.10 The Company further consolidated its position in theDesulphurization (DeSOx) Market through a strategic collaboration with UCC EnvironmentalUSA for Dry Sorbent Injection (DSI) Technology and received a breakthrough Order for2x210 MW Units from a State Power Utility.

A.11 We also booked the second order for Combustion Modification forNOx Control for 3 Coal Fired Boiler Units from a Private Sector Utility.

A.12 With regard to Particulate Matter Emissions from Thermal PowerPlants and for other Industrial Applications we started bidding for Projects requiringRetrofit of Electrostatic Precipitators in order to comply with stringent ParticulateEmission norms and we have also started offering Particulate Matter Control Solutions suchas Electrostatic Precipitators for Copper Smelter Plants.

A.13 Sugar & Distillery Plants and Machinery include Complete SugarPlants Sugar Refineries and Distilleries for manufacture of Ethanol based on molassesand food-grains.

A.14 The Company continues to be a market leader in the Indian SugarMachinery market. The progress was also satisfactory in the Distillery business.

A.15 Major projects commissioned include:

? 10000 TCD Sugar Plant with 40 MW (single turbine) Cogeneration Plantproducing sulphur-less sugar;

? 5000 TCD Sugar Plant having modern equipment such as VerticalContinuous Pans Falling Film Evaporators and SRI Clarifiers;

? 100 KLPD Ethanol plant with 42 TPH Incineration Boiler and 5.6 MWPower Plant.

A.16 Major orders received included:

? An Order for a Complete Sugar Bio-Ethanol Project consisting of a7500 TCD Sugar Plant 15 MW Cogeneration Plant and a 120 KLPD Ethanol Plant;

? Repeat Order for a 175 KLPD Multi-feed Distillery.

A.17 Crude oil prices have risen steeply due to the Russia- Ukrainewar. In a recent notification the Government has extended financial assistance forapplications received till 22.10.2022 for establishing Ethanol Plants based on multiplefeedstocks such as sugarcane sugar beet etc. The outlook for receiving more orders forDistilleries is bright in the Financial Year 2022-23.

Power Plants Bulk Material Handling Systems Process

Plants Civil Construction including Factories and

Workshops and Wastewater Treatment Plants:

A.18 In Power Plants of less than 100 MW capacity we provide solutionsthat can handle a diverse range of fuels such as Municipal Waste Waste Heat Biomass andFossil Fuel. Projects under execution include Municipal Waste based Power Plants for theBengaluru Municipal Corporation and the Pune-Chinchwad Municipal Corporation.

A.19 Bulk Material Handling projects involve comprehensive solutionsfor Ports that range from Ship Unloading till Automated Wagon/Rake Loading and for Minesand Power Plants by providing Conveying Crushing & Reloading solutions through PipeConveyors. Presently we are executing a Bauxite Handling Facility which includes WagonTippler Civil Works Stacker/Reclaimers Crushing Conveying and Storage as well as a16 Km Long Piped Conveyor connecting 3 Coal Mines to 2 Power Plants.

A.20 In Process Plants we provide turnkey solutions to the Oil &Gas Refineries Fertilizers and Chemicals sectors. Presently we are executing a SulphurRecovery Unit for a major Refinery in India.

A.21 We have been focusing on Construction in the Railways and Metrosbusiness and the work includes Civil Works Plant & Machinery Electrical work Trackwork Signaling & Telecommunications. Presently we are executing a Coach ManufacturingFacility and an Axle Manufacturing Facility for the Indian Railways.

A.22 Wastewater Treatment projects involve solutions for treatingRiver/Ground Water Industrial Wastewater Treatment Leachate Treatment and Zero LiquidDischarge. Presently we are executing a Zero Liquid Discharge Unit for a 660MW ThermalPower Plant and a Ganga Water Treatment Plant for a large Utility Power Plant operator.

A.23 The key projects completed were:

? Railway Coach manufacturing facilities at Latur & Sonepat;

? Ship unloading conveying stacking/reclaiming and wagon loadingfacility at the Paradip Port;

? Cogeneration Plants and other Power related work e.g. Balance ofPlant Solutions for our Air Pollution Control Equipment Boilers and Sugar Plants &Distilleries businesses.

A. 24 Major orders secured include:

? Order for Bauxite Handling facility in Central India;

? Order for Sulphur Recovery unit from a major Refinery.

B. MANUFACTURING OF MACHINERY & EQUIPMENT SEGMENT:

B.01 This Segment consists of the manufacture of Presses ProcessEquipment Liquified Gas Containers Tubing & Piping Iron & Steel Castings andIndustrial Machinery. Each of these segments is discussed in the subsequent paragraphs.

B.02 The total revenue from the Manufacturing segment was '1298 croreagainst '1137 crore in the preceding year. The profit was however lower due to lessorders for Presses rising cost of material disruption in supplies resulting in delay andoverrun and less export orders (export orders have higher margins).

PRESSES AND CONTRACT MANUFACTURING:

B.03 The Automotive sector the main user industry for our Pressesremained slow and there was no major expansion during the year under report. In additionthe opening of tenders for Presses required by Government departments such as Defence alsodid not materialize. This has adversely affected order booking during the year. As wecould not visit overseas customers for enquiry generation and techno-commercialdiscussions due to travel restrictions export orders were also adversely affected.

B.04 With the reopening of our office in Thailand in October 2021 andlifting of travel restrictions we could book good orders from South-East Asia and Europein the later part of the year. Major orders received include:

? Orders from Original Equipment Manufacturer (OEM) from Vietnam for1250T Tandem Press Line with Robotic Automation to be used for sheet metal stamping ofhigh tensile steel and aluminium for Passenger Vehicles;

? Repeat Order for a 800T Mechanical Press from a customer in Spain.

B.05 Inflow of enquiries from the South East Asia market is now pickingup. We have received a Repeat Order for a 1250T Tandem Press Line with Robotic Automationfrom a customer in Vietnam.

B.06 Order booking and production of Standard Mechanical Pressesincreased by almost 100% over the last year.

B.07 This year we launched CNC Hydraulic Press Brakes to add to theproduct basket.

B.08 As for Contract Manufacturing we could book good orders from allsectors - Steel Hydro Power Thermal Power and Mining. Major orders booked include:

? Repeat Orders for Drive & Tipping Station and High Wall Miningequipment;

? Orders for Mounting Body from the Defence sector;

? Orders for Bowl Cleaning Mechanical & Hydraulic Press Structuresfrom the Nuclear sector.

B.09 There was a good inflow of enquiries for Process Equipment fromthe domestic Refinery and Petrochemical sector as also we had a good backlog of ordersfrom the preceding financial year. Consequently we could achieve higher billing.

B.10 We successfully manufactured and despatched:

? The first Process Gas Waste Heat Boiler to a Fertilizer unit inIndia. This was the first such Waste Heat Boiler supplied under the licence agreement withTEi Inc. USA;

? The heaviest High Pressure Heat Exchanger for export to Air ProductsUSA with a total approx. weight of more than 320 MT.

B.11 We have been targeting Modification and Revamp related jobs inoperating Process Plants. We are pleased to report that we have booked our first majorOrder from the largest Indian Refinery for Modification of a Reactor and RegeneratorSection of a Fluidized Catalytic Cracking unit.

B.12 During the financial year we were amongst the two Indian companiesqualified for the manufacture of Loop Reactors and Catofin Heat Exchangers for ProcessPlants. We have since booked an order for a Catofin Heat Exchanger. An order for a LoopReactor is under evaluation.

B.13 The Company continued to be the global leader for supply ofChlorine Ton Containers.

B.14 Due to the second wave of Covid-19 projects were put on hold. Themarket recovered in the latter half of the year on account of pent-up demand and we hadgood order booking.

B.15 We achieved the highest billing in the year under report.

TUBING AND PIPING:

B.16 The order booking has been good. Apart from captive orders (forBoiler projects supplied by the Company) we could book good orders from the non-Captivemarket.

B.17 We received two major Orders for Pipe Spools from a Refinery andanother from a reputed Indian EPC company.

B.18 In the year under report with technical know-how from DefenceResearch and Development Organization (DRDO) we manufactured and supplied 25 Nos. OxygenGenerator Plants to various Hospitals and Community Health Centres (CHC).

B.19 Our Iron Casting Foundry has been a pioneer in manufacturing thebest quality Grey and Ductile Iron Castings in the global market particularly for SodaAsh Plants and is considered amongst the three top Casting manufacturers in the world.

B.20 Order booking as well as billing were higher than the precedingyear.

B.21 I n order to meet the targeted orders the capacity of the IronFoundry was increased by 500 Tonnes per month to 1575 Tonnes per month and the enhancedcapacity started operations in January 2022.

(d) & (e) Outlook Risk & Concerns:

(d) Outlook:

In addition to the position explained in paragraphs (a) & (b) ofparagraph 9 the current year has started with a large backlog of orders. The enquirylevel is also high. With the easing of Covid-19 restrictions most of the countries arepermitting travel. We therefore expect to book good orders both domestic as well asexports. Increase in revenue is also expected.

(e) Risk & Concerns:

Though the Covid-19 situation has eased the threat of a possiblefourth wave continues. The rising prices of steel and other commodities is a major concernand may affect our margins. With the Ukraine-Russia war and other factors prices havebecome volatile. We are stocking some raw material wherever possible and exploringmethods to hedge these costs.

(f) Internal Control Systems & their Adequacy:

The Internal Control Systems are adequate. The systems and processesare being continuously reviewed to improve working efficiency thereby reducing costs andtimelines.

(g) Discussion on financial performance with respect to operationalperformance:

Financial performance and operational performance have been discussedsegment-wise as well as product- wise under paragraph 17 (c). Financial summary and keyfinancial ratios have been given in paragraph 2 of this report as well as in paragraph 17(i) of this report.

(h) Material Developments in Human Resources/ Industrial Relationsfront including number of people employed:

Industrial relations were good and cordial at all the locations of theCompany and there were no material developments except loss of working due to the Covid-19pandemic.

The company introduced a 5-day working week at the Corporate Office andProject businesses in order to attract and retain talent. This was done by restructuringleaves and working hours without impacting productivity.

Skill up-gradation trainings continued to be organized mostly inon-line mode at regular intervals.

As part of the recruitment process for junior management the companyintroduced psychometric testing tools to understand the profile of the candidate withrespect to their adaptability to company culture as well as their job requirements. Thistool was also used while recruiting people at a senior level to elicit their leadershipand managerial capabilities.

While employee attrition mostly at the junior cadre level was 9.1%as against 5.56% in the previous year 2020-21 there was no major change in the number ofpeople employed by the Company.

(i) Details of significant changes (i.e. change of 25% or more ascompared to the immediately previous financial year) in key financial ratios along withdetailed explanations thereof enclosed as Annexure - 3.

(j) Details of any change in Return on Net Worth as compared to theimmediately previous financial year along with a detailed explanation thereof enclosed asAnnexure - 3.

18.00 REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIESAND JOINT VENTURE COMPANIES:

(A) Saraswati Sugar Mills Limited (Wholly Owned Subsidiary Company):

(1) The Shareholders will be happy to note that the Ethanol Plant wascommissioned during the year. As mentioned in the last year's report completion wasdelayed due to disruption as a result of Covid-19. It commenced commercial production witheffect from 22nd December 2021.

(2) The total income was '661.92 crore against '820.78 crore last yearand the profit before tax was '54.43 crore against '87.95 crore last year. The profitswere less due to the following reasons:-

(i) Lower sales in absence of export sale during the year under report;

(ii) Higher depreciation on account of investment in the Ethanol Plant.

Sugar Scenario:

(3) In spite of increased sugar production the all-India closing stockof sugar decreased at the close of the last two seasons and is also likely to decreasefurther at the close of the current season 2021-22 on 30.09.2022 due to the followingreasons:-

(i) Large export in the last few seasons as a result of export subsidy.In the current season export is higher despite there being no export subsidy asInternational sugar prices have risen;

(ii) Diversion of B-Heavy Molasses and Sugarcane Juice from productionof Sugar to production of Ethanol. While an estimated 21 lakh tonnes of less sugar wasproduced last year because of ethanol production the corresponding figure likely for thisyear is 34 lakh tonnes;

(iii) I ncrease in internal consumption in season 202021 and 2021-22(expected).

(4) The comparative figures (All India) are given below:-

Season Opening Stock Lakh MT Production Lakh/Ton Total Availability Lakh MT Domestic Consumption Lakh MT Exports Lakh MT Total Lakh MT Closing Stock Lakh MT
2019-20 145.79 274.11 419.90 253.00 59.50 312.50 107.40
2020-21 107.40 311.92 419.32 265.55 71.91 337.46 81.86
2021-22* 81.86 350.00 431.86 272.00 90.00 362.00 69.86

Ms per estimates from the Indian Sugar Mills Association

(5) The Central Government continued with the policy of Monthly ReleaseMechanism under which Mills are not allowed to sell more than the released quantity forthat month.

(6) The Central Government also continued with the policy of MinimumSale Price (MSP) below which the Sugar Mills are not allowed to sell. MSP applicableduring the year under report was '3100/- per quintal. There has been no increase in MSPsince February 2019 seasons in spite of repeated representations by the Industry and alsorecommendations by the Commission for Agricultural Costs and Prices (CACP) and NITI Aayog.The domestic prices are however prevailing at a reasonable level due to increasedconsumption and decline in the closing stock of sugar as explained above.

OPERATIONS:

Sugar Factory:

(7) Sugar factory commenced crushing on 16.11.2021. The working of theplant & machinery was satisfactory though there is a considerable fall in recovery.

(8) The recovery during the season was lower at 9.51% against 11.49% inthe preceding season. The sugar recovery was lower by an estimated 1.60% due to productionof B-Heavy Molasses for the Ethanol Plant (as explained in paragraph 4.15). The balancereduction in recovery was about 0.38% because of agro-climatic reasons. During the currentseason lower recovery has been experienced in most sugar mills in Haryana and West U.P.due to these reasons.

(9) The quantity of cane crushed in spite of an increase in the canearea was marginally higher than expected as the cane yield was lower by 10 - 12%. Caneyield was lower due to:

(i) Higher incidence of insects/pests mainly Top Borer and PokkahBoeing;

(ii) Comparatively more precipitation in early part during tilleringand ratoon sprouting phase of sugarcane (May-June) and lower rainfall during Grand GrowthPhase (July-August);

(iii) I ncreased Poplar plantation along with sugarcane from 9% to 15%during 2020-21 also affected average cane yield.

The cane supply was also disrupted for few days due to unusually heavyrains in the month of January and February making cane harvesting difficult.

(10) The Central Government increased the Fair & Remunerative Price(FRP) of sugarcane by '5/- per quintal to '290/- per quintal linked to a recovery of 10%.FRP applicable to each factory is increased by '2.90 per quintal for every 0.1% increasein the recovery over 10%. FRP applicable to our factory was '333/- per quintal.

(11) The Haryana Government also increased the State Advised Price(SAP) by '12/- per quintal from '350/- per quintal to '362/- per quintal and accordinglywe are paying this price to the farmers which is the highest in the country. The HaryanaGovernment as in the last few years continued to give a subsidy to compensate for thedifference between SAP & FRP.

(12) The Statistical position is given below: -

Particulars Sugar Season (October to September)
Saraswati Sugar Mills (SSM) 2021-22 2020-21
Date of Start of crushing operations 16-11-2021 24-11-2020
Date of Close of crushing operations 10-05-2022 10-05-2021
Cane Crush (Lakh Tonnes) 16.20 16.16
Recovery(%) 9.51 11.49
Sugar Production SSM (Lakh Tonnes) 1.54 1.86

Sugar Export:

(13) There was no subsidy towards freight etc. for export of sugarduring the year under report and export was uneconomical. However after theRussia-Ukraine

conflict because of diversion of sugarcane in the last few monthstowards Ethanol in Brazil the largest exporter of raw sugar the International sugarprices have risen. We took this opportunity to contract 10800 MT of sugar for export ofwhich a very small quantity was shipped up to March 2022.

Ethanol Plant:

(14) As mentioned above the Ethanol Plant commenced commercialproduction with effect from 22.12.2021. The capacity of the Plant is 100 KLPD.

(15) The Ethanol Plant can work on a variety of feedstock includingSugarcane Syrup C-Heavy Molasses/Final Molasses as well as on B-Heavy Molasses. In caseof high sugar prices the Plant can operate on C-Heavy/ Final Molasses but if sugarprices are low then we can choose to operate on B-Heavy Molasses (B-Heavy Molasses is anintermediate product it gets produced while opting for the two stage sugar boilingprocess to produce white sugar instead of the three stage sugar boiling process). B-HeavyMolasses involves a sacrifice of some Sugar production to produce more Ethanol.

(16) The working of the Plant has been good. It is operating at 100%capacity.

(17) All the parameters viz. energy consumption efficiencies etc.are being achieved as per the norms. The effluent generated from the plant is beingutilized in the Incineration Boiler with the support fuel to generate steam and power inthe Turbine. A complete scheme of Water Treatment is being operated to successfullyachieve Zero Liquid Discharge (ZLD).

(18) We have entered into contracts for supply of 34000 kilo liters ofEthanol during the Year 2021-22 (December 2021 to November 2022). The despatch of Ethanolwas started from the 1st week of January 2022.

(19) The by-products namely CO2 (carbon dioxide) gas fuseloil and potash rich boiler ash are also being sold.

Enhanced Working Capital Facility:

(20) The Working Capital facility has been enhanced by '100 crore tosupport the operations of the new Ethanol Plant.

(21) The Credit Rating Agency ICRA has reaffirmed the credit ratingof A- for Fund based Working Capital limits and Fund based Term Loan.

Next Season:

(22) We expect to have a comparatively higher quantity of cane crush inthe next season due to an increase in cane planting by about 10%.

(23) Domestic sugar prices are likely to be at a reasonable levelbecause of:-

(1) Increased domestic consumption;

(2) Decline in the closing stock of sugar;

(3) Increased focus on Ethanol production as a result of increase incrude prices. It is estimated that sugar production in season 2022-23 will be lower byabout 50 lakh tonnes because of Ethanol production;

(4) Increase in International Sugar Prices.

(24) Financial results for the next year are expected to besatisfactory due to the reasons mentioned above as well as due to an expected increase inthe price of Ethanol.

(B) Isgec Hitachi Zosen Limited (Subsidiary and Joint Venture Company):

(1) The total revenue for the year was '324.35 crore as compared to'338.48 crore in the preceding year. The revenue was lower as a major order of '89 crorefor the supply to Russia was ready for shipment but could not be shipped due to the warin Ukrain.

(2) The profit before tax was '5.61 crore against '9.66 crore lastyear. The reason for the lower profit is because of the additional cost incurred ontransportation of equipment to the HPCL Rajasthan Refinery Barmer due tonon-availability of a barge as a result of a cyclone.

(3) Important supplies made during the year were:-

[a) Surface Condenser for Toshiba Japan for supply to Bangladesh. Thiswas the first job with Titanium Clad Tube Sheets & Titanium Tubes;

[b) Vacuum Gas Oil Reactor weighing approx. 1200 Tonnes for theRajasthan Refinery. This is the heaviest Reactor manufactured by us so far;

[c) Four Coke Drums for the Rajasthan Refinery as per the proprietarydesign of Chevron Lummus Global LLC.

(4) The order booking during the year was good. Some of the prestigiousorders booked during the year were:-

(a) An LC Fining Reactor for the Residue Upgradation facility of theNumaligarh Refinery with a thickness of 220 mm and weighing 1200 Tonnes;

(b) Two Duplex Stainless Steel Clad Columns for a 2G Ethanol Project inNumaligarh;

(c) First order from JGC Japan for the Basrah Refinery Project forReactors & Columns;

(d) The first order for a Tube Bundle for a Reformer Exchanger for KBRwhich is their proprietary equipment.

(5) The inflow of enquiries continues to be good and we are beingselective in booking orders as per our manufacturing & financial capacities.

(6) As for financial year 2022-23 profitability will be adverselyimpacted due to a steep rise in material cost for items ordered after March 2022.

(C) Isgec Titan Metal Fabricators Private Limited (Subsidary and JointVenture Company):

(1) The total income and profit of your Company before tax weremarginally higher than last year in spite of the disruption caused by the Covid-19pandemic. The total income was '4030 lakh against '3642 lakh in the preceding year andthe profit before tax was '664 lakh against '599 lakh last year. The turnover and profitwould have been higher but for the deferment of various projects due to Covid-19 whichadversely affected the order booking.

(2) The Company has established its credibility in the market and wasable to secure good orders. The orders secured for the first time include an order for 12nos. BP Licensed Titanium Heat Exchangers from an Oil Refinery another order for 1 no.KVT Licensed Ti Clad Oxidation Reactor as well as an order for an Inconel Tubular Reactorfor a Chemical Plant. Other important orders include those received for a Titanium HeatExchanger from a Refinery and Titanium Vessels and KVT licensed Titanium & ZirconiumExchanger from Chemical Plant.

(3) With regard to Operations the Company successfully supplied 3 nos.Photochlorination Reactors 4 nos. Titanium Exchangers and Niobium Exchangers to ChemicalPlants. The Company also successfully executed an export order for Hastelloy Exchangers.

(4) The Company continues to focus on new processes to improveproductivity and cycle time.

(5) The Company could save cost and time by developing a newmethodology for profile cutting and drilling operations on a water jet cutting machine.Machining operations earlier done on time consuming traditional machines are now beingmanaged on the more advanced water jet cutting machines.

(6) As for the next year ending 31st March 2023 variousprojects in the Steel and Chemical sectors are likely to be revived and the Company isexpected to secure good business and do well.

(D) ISGEC SFW BOILERS PRIVATE LIMITED:

(1) The total income and profits before tax were higher than last year.The total income was '1050 lakh against '983 lakh in the preceding year and the profitbefore tax was '304 lakh against '208 lakh last year. The capacity utilization was alsohigher.

(2) In spite of lockdown full and partial during the year due to Covidpandemic the capacity utilization was higher as the employees worked from home with thehelp of various measures taken by the Company.

(3) Capability enhancement:

As a result of training received from the Joint Venture Partner SFWover the years the company is now involved in basic design for multiple projects. Finiteelement Analysis capability has been established in the company during the year and workon engineering of complex plated structure was also performed.

(4) Manpower Hardware & Software:

Due to increased workload both manpower hardware & software wereadded. In the context of emerging market conditions the company has initiated variousmeasures to improve retention of trained and talented employees.

(5) As for the next year ending 31st March 2023 theCompany is expecting new project work assignment from the Joint Venture Partner. TheCompany is therefore expected to do well in the coming year.

(E) ISGEC REDECAM ENVIRO SOLUTIONS PRIVATE LIMITED (SUBSIDIARY ANDJOINT VENTURE COMPANY):

(1) In spite of Covid-19 pandemic the total income and profits beforetax were higher than last year. The total income was '371288212 against '262539390in the preceding year and the profit before tax was '14572089 against loss of'(38760311) last year.

(2) The Company got opportunity to execute orders on De-Dusting Systemsfor a steel plant and Semi dry Fuel Gas Desulfurization System. The second wave of Covidimpacted the completion and commissioning of these projects and the performance could notbe established. This has affected our order booking.

(3) Based on our previous learning our execution at site has improveda lot and we have been able to overcome the initial teething troubles. This resulted inreducing the costs and improving the margins.

(4) As for the year ending March 31 2023 we continue to focus alongwith our Joint Venture Partner Redecam-Italy in providing solutions to flue gas cleaningsystem for Sox Removal (for power plants & Municipal Solid Waste) and De-Dusting oflarge capacity in steel and other plants. With the performance getting established in theDeDusting project being executed for a Steel Plant we are confident of receiving moreorders for these applications during the year.

(5) Focus is given to make standard modular bag filter designs whichshall help us in addressing cement and other nuisance filter applications. The exercise ison-going.

(F) EAGLE PRESS & EQUIPMENT CO. LIMITED (WHOLLY OWNED SUBSIDIARYCOMPANY):

(1) Operations at Eagle Press seem to be recovering after the adverseimpact of Covid-19 as well as Chip Shortages which severely affected majority of EaglePress customers in the Automobile Sector resulting in reduced sales and workload. Therewere also major issues in supply chain which adversely affected the targeted revenues inFY-22.

(2) After a dip in sales for three consecutive years (FY- 19 20 &21) order booking in FY-22 was better at CAD 21 Million. In a depressed market most ofthe new orders booked and executed in FY-22 were at very tight margins under stiffcompetition.

An abnormal hike in steel prices and other inputs further adverselyaffected value addition.

(3) In view of the current strong pipeline of sales leads we expectorder booking to further improve as the US economy is likely to grow. An increase of about30% in sales is targeted for FY-23.

(4) Steps to take-up value engineering control purchase costs as wellas operational costs have been taken. We are hopeful that next year will be much betterhowever this will depend mostly on booking of fresh orders.

(G) CAVITE BIOFUEL PRODUCERS INC. (CBPI):

(1) Philippines was affected by Covid-19 for the last two years. Inview of this we could neither start the construction to complete the CBPI Plant nor wecould interact with potential buyers to sell the Plant. The situation in the Philippinesis now normal.

(2) Based on our interaction with potential buyers it is understoodthat a better valuation will be available if the Plant construction is restarted or whenthe Plant is completed.

(3) We are therefore starting the construction to complete the CBPIPlant and hope to complete the construction by June 2023.

(4) To meet the construction cost a loan of Philippine Pesos 1152million (about '172 crore) has been sanctioned by Standard Chartered Bank- Philippines.Apart from security of assets of CBPI the loan is secured by Standby Letter of Credit tobe issued by Standard Chartered Bank-India out of our Non-Fund Based limits.

(5) Although we feel that we can run the Plant and the operations areviable but in case any potential buyer is found at reasonable price we will considerselling the Plant.

(H) Other Wholly Owned Subsidiary Companies:

(i) Free Look Software Private Limited and Isgec Exports Limited:

There was no commercial activity during the year.

(ii) Isgec Engineering & Projects Limited:

There was no commercial activity during the year except letting out ofproperty at Kasauli.

(iii) Isgec Covema Limited:

The Company continued to execute orders for Erection and Commissioningof Boilers. Financial results were satisfactory. Turnover was '1214.85 lakh against'2887.02 lakh. Profit before tax was '310.59 lakh against '374.36 lakh last year.

19.00 AMOUNTS TRANSFERRED TO RESERVES IF ANY:

19.01 No amount was transferred to the Reserves during the year ended31st March 2022.

20.00 DIVIDEND:

20.01 Your Directors are pleased to recommend a dividend of '2/-(Rupees Two only) per equity share of the Company. The dividend if approved and declaredin the forthcoming Annual General Meeting would result in a total outflow of'147059020/- (Rupees Fourteen Crore Seventy Lakh Fifty Nine Thousand Twenty only).

21.00 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY AFTER THE CLOSE OF THE YEAR:

21.01 There have been no material changes and commitments affectingthe financial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.

22.00 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS & OUTGO:

22.01 The required information regarding Conservation of EnergyTechnology Absorption and Foreign Exchange Earnings and Outgo is annexed hereto asAnnexure-4.

23.00 RISK MANAGEMENT POLICY:

23.01 The Board has developed and implemented a Risk Management Policyfor the Company including identification therein of elements of risk which in the opinionof the Board may threaten the existence of the Company. Risk Management Policy isavailable on the website of the Company at https://www.isgec.com/pdf/RiskManagementpolicynew1.pdf

24.00 CORPORATE SOCIAL RESPONSIBILITY:

24.01 The Company has a Corporate Social Responsibility Committee ofthe Board of Directors as under:-

S.No Name of the Committee Member Position
1. Mr. Ranjit Puri (DIN: 00052459) Chairman
2. Mr. Aditya Puri (DIN: 00052534) Member
3. Mr. Vishal Kirti Keshav Marwaha (DIN: 00164204) Member

24.02 The Company has developed and implemented a policy on CorporateSocial Responsibility in accordance with Section 135 read with rules made thereunder.Details of initiatives and activities undertaken by the Company and Corporate SocialResponsibility amount spent during the financial year are given under annual report onCorporate Social Responsibility as Annexure-5.

24.03 The Corporate Social Responsibility Policy is available on thewebsite of the Company at https://www.isgec. com/aboutus-csr-policy.php

25.00 ANNUAL EVALUATION BY THE BOARD:

25.01 On the recommendation of the Nomination and RemunerationCommittee the Board has finalized the Evaluation Process to evaluate the entire BoardCommittees Executive Directors and Non-Executive Directors.

25.02 The method of evaluation as per the Evaluation Process is to bedone by internal assessment through a detailed questionnaire to be completed by individualDirectors.

25.03 In accordance with the Companies Act and the ListingRequirements the evaluation is done once in a year after close of the year and beforethe Annual General Meeting.

26.00 CHANGES IN NATURE OF BUSINESS IF ANY:

26.01 There is no change in the business of the Company during the yearunder report.

27.00 DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED ORRESIGNED:

27.01 Mrs. Nina Puri Whole-time Director (DIN: 01316769) resigned fromthe position of Whole-time Director with effect from close of business hours on March 312021 and continued to act as a Non-Executive Non Independent Director thereafter. Mrs.Nina Puri resigned from the Board of the Company with effect from the conclusion of theBoard Meeting held on June 28 2021.

The Directors place on record the appreciation of services rendered byMrs. Nina Puri as Whole-time Director and Director of the Company.

27.02 Mr. Arvind Sagar (DIN: 09210612) was appointed as an AdditionalIndependent Director on the Board from the conclusion of the Board Meeting held on June28 2021 and his appointment as an Independent Director was approved by the members for aterm of five (5) years with effect from the conclusion of the Board Meeting held on June28 2021 upto and including June 27 2026.

27.03 Mr. Kishore Chatnani (DIN: 07805465) was appointed as anAdditional Director on the Board from the conclusion of the Board Meeting held on June 282021 and his appointment as a Whole-time Director was approved by the members for a periodof five (5) years beginning from the conclusion of the Board Meeting held on June 28 2021upto and including June 27 2026.

27.04 Mr. Sanjay Gulati (DIN: 05201178) was appointed as an AdditionalDirector on the Board from the conclusion of the Board Meeting held on June 28 2021 andhis appointment as a Whole-time Director was approved by the members for a period of five(5) years beginning from the conclusion of the Board Meeting held on June 28 2021 uptoand including June 27 2026.

27.05 Mr. Ranjit Puri (DIN: 00052459) who retired by rotation and wasappointed as a Non-Executive Director.

27.06 Mrs. Shivani Hazari (DIN: 00694121) Independent Directorresigned from the Board of the Company with effect from March 12 2022. The Directorsplace on record the appreciation of services rendered by Mrs. Shivani Hazari asIndependent Director of the Company.

28.00 STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TOINTEGRITY EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS APPOINTED:

28.01 Statement regarding the opinion of the Board with regard tointegrity expertise and experience (including the online proficiency self-assessmenttest) of the Independent Directors appointed during the year is annexed hereto asAnnexure-6.

29.00 NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BESUBSIDIARIES JOINT VENTURES AND ASSOCIATES:

29.01 No new company has become or ceased to be a subsidiary jointventure and associate company during the year.

30.00 DEPOSITS:

30.01 The Company has not accepted any deposits from the public and assuch no amount on account of principal or interest on deposits was outstanding as on thedate of close of the financial year.

31.00 DETAILS OF SIGNIFICANT & MATERIAL ORDERS:

31.01 There is no significant or material order passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.

32.00 INTERNAL FINANCIAL CONTROLS:

32.01 The Company has adequate internal financial controls withreference to financial statements and these are working effectively.

33.00 MAINTENANCE OF COST RECORDS:

33.01 The Company is maintaining Cost Records as per provisions ofSection 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit)Rules 2014.

34.00 PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

34.01 The Company has in place a Policy of Prevention on SexualHarassment in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. An Internal Complaint Committee hasbeen set up to redress complaints received regarding sexual harassment.

34.02 The Company has not received any complaint during the year underreport and none is pending.

35.00 COMPOSITION OF AUDIT COMMITTEE:

35.01 The composition of Audit Committee is as below:-

S. No. Name of the Committee Member Position
1. Mr. Vishal Kirti Keshav Marwaha (DIN: 00164204) Chairman
2. Mr. Aditya Puri (DIN: 00052534) Member
3. Mr. Sidharth Prasad (DIN: 00074194) Member
4. Mr. Arvind Sagar* (DIN: 09210612) Member

* Mr. Arvind Sagar Non-Executive Independent Director was inducted asmember of the Audit Committee on January 24 2022.

35.02 There is no recommendation by the Audit Committee

\A/hirh hac nnt hoon arrontorl h\/ the RnarH

36.00 REPORT ON CORPORATE GOVERNANCE:

36.01 Report on Corporate Governance for the year under review asstipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 is annexed as Annexure- 7.

37.00 CONSOLIDATED FINANCIAL STATEMENTS:

37.01 I n accordance with Section 129(3) of the Companies Act 2013the Company has prepared a consolidated financial statement of the Company and all itssubsidiary companies which is forming part of the Annual Report.

37.02 Further as required under Rule 5 of the Companies (Accounts)Rules 2014 a statement in Form AOC-1 containing salient features of the financialstatements of the subsidiary companies is annexed as Annexure-8.

38.00 DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT 2013:

38.01 Disclosures regarding remuneration as required under Section 197(12) of the Companies Act 2013 are annexed as Annexures-9.

38.02 Annexure giving certain details about the employees in receiptof remuneration of not less than one crore and two lakh rupees throughout the financialyear or eight lakh and fifty thousand rupees per month during any part of the year is notannexed with the Board's Report. In accordance with Section 136 (1) of the Companies Act2013 the Annexure is available for inspection by any member at the registered office ofthe Company during working hours 21 days before the date of the AGM.

39.00 VIGIL MECHANISM:

39.01 The Board has framed Vigil Mechanism/Whistle Blower Policy forDirector Stakeholders Individual Employees and their Representative Bodies in accordancewith Section 177 (9) of the Companies Act 2013 read with Rules made thereunderRegulation 4 (2) (d) and Regulation 22 of the SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015 and Regulation 9A (6) of the SEBI (Prohibition of InsiderTrading) Regulations 2015 as amended from time to time. The Vigil Mechanism Policy hasbeen disclosed on the website of the Company at https://www.isgec.com/pdf/VigilMechanismWhistleBlowerPolicy-10.06.2021.pdf

40.00 DIVIDEND DISTRIBUTION POLICY:

40.01 Company's Dividend Distribution Policy approved by the Board hasbeen disclosed on the website of the Company at https://www.isgec.com/pdf/Dividend-Distribution-Policy-1219.pdf

41.00 SECRETARIAL AUDIT REPORT:

41.01 The Board of Directors of the Company has appointed M/s. PramodKothari & Co. Company Secretaries to conduct the Secretarial Audit.

41.02 Pursuant to Section 204 of the Companies Act 2013 a SecretarialAudit Report given by Mr. Pramod Kothari of M/s. Pramod Kothari & Co. CompanySecretaries is annexed as Annexure-10.

42.00 SECRETARIAL STANDARDS:

42.01 The Company complies with all applicable secretarial standards.

43.00 PERSONNEL:

43.01 The Board wishes to express its appreciation to all the employeesof the Company for their contribution to the operations of the Company during the year.

44.00 ACKNOWLEDGEMENTS:

44.01 Your Directors take this opportunity to thank the FinancialInstitutions Banks Government Authorities Regulatory Authorities and the Shareholdersfor their continued co-operation and support to the Company.

44.02 With these remarks we present the Accounts for the year endedMarch 31 2022.

BY ORDER OF THE BOARD
Aditya Puri Arvind Sagar
Date: May 28 2022 Managing Director Director
Place: Noida DIN:00052534 DIN: 09210612

.