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K C P Ltd.

BSE: 590066 Sector: Industrials
NSE: KCP ISIN Code: INE805C01028
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OPEN 140.00
PREVIOUS CLOSE 139.60
VOLUME 10159
52-Week high 168.95
52-Week low 56.25
P/E 10.32
Mkt Cap.(Rs cr) 1,792
Buy Price 138.90
Buy Qty 1.00
Sell Price 139.50
Sell Qty 12.00
OPEN 140.00
CLOSE 139.60
VOLUME 10159
52-Week high 168.95
52-Week low 56.25
P/E 10.32
Mkt Cap.(Rs cr) 1,792
Buy Price 138.90
Buy Qty 1.00
Sell Price 139.50
Sell Qty 12.00

K C P Ltd. (KCP) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting their 80h Annual Report togetherwith the Audited Financial Statements for the financial year ended 31st March 2021.

1. Financial information - Standalone and Consolidated:

(Rs in Lakhs)

For the year ended

For the year ended

Particulars 31-03-2021 31-03-2020 31-03-2021 31-03-2020

Standalone

Consolidated (GROUP)

Revenue from Operations 130107 93797 171375 142359
Profit for the year (PBDIT) 32859 10242 39028 19487
Less: a) Interest and Finance charges 4242 5641 4637 5940
b) Depreciation 6942 7141 9171 9609
Profit before Tax 21676 (2540) 25220 3938
Tax Expense 6343 (1863) 6343 (1863)
Profit for the Year 15332 (677) 18877 5801
Add : Share of Profit from Joint Veture (381) 29
Less : Non-Controlling Share of Profit 2198 3117
Profit / (Loss) after Non controlling interest 15332 (677) 16299 2713
Other Comprehensive Income (OCI) 100 (353) (681) 2322
Add : Share of OCI from Joint Venture 14 -
Less : Non-Controlling Share of OCI (291) 955
OCI after Non controlling share 100 (353) (376) 1367
Total Comprehensive Income (TCI) 15433 (1030) 17829 8152
Less : Non-Controlling Share of TCI 1906 4072
Total Comprehensive income after minority interest 15433 (1030) 15923 4080

2. COVID-19

The COVID-19 pandemic developed rapidly into a global crisis forcing governments toenforce lock-downs of all economic activity. For the Company the focus immediatelyshifted to ensuring the health and well-being of all employees the company has closeddown all its offices and manufacturing facilities and Hotel by taking necessaryprecautions and with minimum staff the employees are allowed to work from home whereverpossible to work remotely and securely.

The company has implemented a phased and safe return to work plan once lockdownrestrictions were released.

3. Indian Accounting Standards (IND AS)

The financial statements are prepared in accordance with Indian Accounting Standards(Ind AS) under the historical cost convention on accrual basis except for certainfinancial instruments which are measured at fair values the provisions of the CompaniesAct 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS areprescribed under Section 133 of the Companies Act 2013 read with Rule 3 of the Companies(Indian Accounting Standards) Rules 2015 and Companies (Indian Accounting Standards)Amendment Rules 2016 as amended.

4. Dividend

The Board of Directors have recommended a payment of dividend at a rate of Rs. 2/- perequity share (200 %) for the year ended March 312021 subject to the approval of theMembers at the 80 th Annual General Meeting (‘AGM') of the Company.

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended (‘the Listing Regulations')the Company has formulated a Dividend Distribution Policy. The policy is available on theCompany's website and can be accessed at www.kcp.co.in .

Unclaimed dividend for the year 2012-13 has been transferred to the Investor Educationand Protection Fund (‘IEPF') in accordance with statutory requirements.

5. Transfer to Reserves

The Company has not transferred any amount to the Reserves for the year ended March312021.

6. Share Capital

The Company's paid-up equity share capital continues to stand at 128921160 as onMarch 312021.

During the year the Company has not issued any shares or convertible securities. TheCompany does not have any scheme for the issue of shares including sweat equity to theEmployees or Directors of the Company.

7. Credit Rating

CRISIL a reputed rating agency has revised the ratings of the Company (The KCP Limited)bank loan facilities and other debt facilities as detailed below.

Long-term rating CRISIL A/Stable (Upgraded from "CRISIL A-/Stable")
Short-term rating CRISIL A1 (Upgraded from "CRISIL A2+")
Rs 125.00 crore fixed deposit programme F A+/Stable (Upgraded from "FA/Stable")
Rs 70.00 crore non-convertible debentures CRISIL A/Stable (Upgraded from "CRISIL A- / Stable" and Rating Withdrawn)

8. Fixed Deposits:

The total amount of Fixed Deposits outstanding as on 31st March 2021 was Rs.8507.33lacs as compared to the figure of Rs.8577.05 lacs as on 31-3-2020. As on 31st March2021 Fixed Deposits matured and remained unclaimed were Rs.942.31lacs from 447depositors.

As on the date of this report Fixed Deposits relating 102 Depositors amounting toRs.270.86 lacs have been renewed and Fixed Deposits of Rs.74.80 lacs of 37 depositorsrepaid.

Depositors have been intimated regarding the maturity of deposits with a request toeither renew or claim their deposits. As per the provisions of Section 125 of theCompanies Act 2013 deposits remaining unclaimed for a period of seven years from thedate they became due for payment has to be transferred to the Investor Education andProtection Fund (IEPF) established by the Central Government. Accordingly during theyear an amount of Rs.2.41 lacs towards unclaimed deposits and NIL towards Stale chequeunclaimed on deposits has been transferred to the IEPF.

9. Particulars of Loans Guarantees and Investments

The Company has no Loans Guarantees and Investments covered under the provisions ofSection 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules2014.

10. Management Discussion & Analysis report:

Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report for the year under review is presented in a separate section formingpart of the Annual Report.

11. Particulars of Contracts or Arrangements with Related Parties:

The Company has developed a Related Party Transactions Manual and Standard OperatingProcedures for the purpose of identification and monitoring Related Party transactions.

All transactions with Related Parties are placed before the Audit Committee as also theBoard for approval.

Prior omnibus approval of the Audit Committee and the Board is obtained for thetransactions which are foreseeable and of a repetitive nature. The transactions enteredinto pursuant to the approvals so granted are subjected to audit and a statement givingdetails of all related party transactions is placed before the Audit Committee and theBoard of Directors on a quarterly basis. The statement is supported by a certificate fromthe Chairperson & Managing Director and the CFO.

The details of contracts or arrangements entered with the related parties along withthe Justification is provided in Form AOC 2 as Annexure- 6 of this report.

There were no materially significant related party transactions with PromotersDirectors Key Managerial Personnel or other designated persons which may have apotential conflict with the interest of the Company at large.

For the policy on Related Party Transactions as approved by the Board is available atthe website of the Company.

No whole time Director or Managing Director of the company is in receipt of any salaryor Commission from Subsidiary company in terms of Section 197(4) of the Companies Act2013.

12. Corporate Social Responsibility (CSR)

As part of its initiatives under "Corporate Social Responsibility (CSR) theCompany has undertaken projects in the areas of Education Livelihood Women empowermentHealth Water and Sanitation. These projects are largely in accordance with Schedule VIIof the Companies Act 2013.

The Company is committed to identifying and supporting programmes aimed at:

• Empowerment of the disadvantaged sections of the society through educationhealthcare drinking water & sanitation and eradicating hunger and poverty throughlivelihood generation and skill development;

• Supporting environmental and ecological balance through afforestation soilconservation rain water harvesting conservation of flora & fauna and similarprogrammes;

• Promotion of sports through training of sports persons;

• Undertake rural development projects;

The Company has constituted a CSR Committee in accordance with Section 135 of theCompanies Act 2013. The CSR Committee has formulated and recommended to the Board a CSRPolicy indicating the activities to be undertaken by the Company which has been approvedby the Board. The CSR Policy may be accessed on the Company's website at www.kcp.co.in.

The Company's CSR Policy as stated earlier is in alignment with the requirements of theAct. The CSR Policy Statement and Report on the activities undertaken during the year isannexed to the Board's Report as Annexure ‘3'.

Details of various social projects and initiatives undertaken as part of our CorporateSocial Responsibility are given in report on CSR activities which forms part of thisAnnual Report.

13. Risk Management

The Company has a robust Risk Management framework to identify evaluate business risksand opportunities.

This framework seeks to create transparency minimize adverse impact on the businessobjectives and enhance the Company's competitive advantage. The business risk frameworkdefines the risk management approach across the organization at various levels includingdocumentation and reporting.

The Board of Directors of the Company has formed a Risk Management Committee to monitorthe risk management plan for the Company and ensuring its effectiveness. The key risksidentified by the Company and their mitigation measures are as under:

Raw Materials: Limestone being one of the primary raw materials used in themanufacture of cement it is imperative for the Company to ensure its uninterruptedlong-term availability.

Most of the Company's mining leases extended up to March 312052 thereby ensuringadequate limestone reserves to cater to the requirements of its plants till the said datewhere after the Company will have to participate in auctions.

To address the possible risks the Company might be participating in auctions with aview to secure new mining leases for its existing plants as well as for its expansions atdifferent locations as and when necessary.

Market Competition: The cement industry is witnessing a significant imbalance inits total installed capacity vis-a-vis the capacity utilization. Despite the capacityoverhang capacity expansion still continues resulting in intense competition and adverseimpact on the Company's market share sales volume and profitability.

Efforts are also being made by the Company to widen the product portfolio by increasingthe share of its products and expand into new areas for marketing.

Cyber Security: With increased reliance on IT systems and the widespread usage ofinternet for doing business there is a constant threat to the Company's sensitive dataassets being exposed to unethical hacking and misuse. The ramifications from cyber-attacksmay not only been confined to mere loss of data but may result in business and reputationloss.

The Indian Government having recognized the cyber risks has also introduced tighterCyber Security laws. Responsibilities have been entrusted to the Directors of the Companyunder the Companies Act 2013 to take appropriate steps to ensure cyber security.

The Company's cyber security management framework aligns with industry standards andregulations.

The Company has adequate processes and systems in place to review on a regular basisthe cyber security risk.

Legal Risks: The risks arising out of pending legal cases are reviewed on a regularbasis by the Board from the perspective of probability of imposition of heavy penalty orreceiving adverse orders which could have a high financial and/or reputational impact onthe Company.

All-important cases are closely monitored by the Company and a broad strategy isoutlined for effective management of litigation related risks.

Financial risk:

The financial risk for your Company emanates from fluctuations in interest rateexchange rate and commodity prices. Your Company has well defined policies for foreignexchange treasury investments interest rate and imported coal hedging. The policies arereviewed periodically to align with the changes in financial market practices andregulations.

The Company has formulated a Risk Management Policy which is available on companywebsite.

14. Internal controls system and their adequacy

The internal financial controls within the Company are commensurate with the sizescale and complexity of its operations. The controls were tested during the year and noreportable material weaknesses either in their design or operations were observed.

The Company has robust policies and procedures which inter alia ensure integrity inconducting its business safeguarding of its assets timely preparation of reliablefinancial information accuracy and completeness in maintaining accounting records andprevention and detection of frauds and errors and the Board has adopted policies andprocedures for ensuring the orderly and efficient conduct of its business includingadherence to the Company's policies and timely preparation of reliable financialdisclosures.

15. Vigil mechanism / Whistle blower policy

We have over the years established a reputation for doing business with integrity anddisplays zero tolerance for any form of unethical behaviour Whistle blower policy is thevigil mechanism instituted by the Company to report concerns about unethical behaviour incompliance with the requirements of the Act and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

The Audit Committee of the Board oversees the functioning of this policy. Protecteddisclosures can be made by a whistle blower through several channels to report actual orsuspected frauds and violation of Company's Code of Conduct and/or Ethics Policy. Detailsof the Whistle blower policy have been disclosed on its Company's website.

16. Subsidiary Associate and Joint venture companies

Joint venture

Our company has a joint venture company Fives Cail KCP Limited.

Subsidiary Company:

KCP Vietnam Industries Limited Vietnam is the material subsidiary as per thethresholds laid down under the SEBI Listing Regulations.

Our Company does not have any Indian Subsidiary company.

The Board of Directors of the Company has approved a Policy for determining materialsubsidiaries in line with the SEBI Listing Regulations as amended and the Policy has beenuploaded on the Company's website.

Pursuant to Section 129 (3) of the Companies Act 2013 and Ind -AS 110 issued by theInstitute of Chartered Accountants of India Consolidated Financial Statements presentedby the Company include the financial statements of its subsidiary and Joint Venture.

In terms of provisions of Section 136 of the Companies Act 2013 separate auditedaccounts of the subsidiary companies shall be available on its website. The Company willmake available physical copies of these documents upon request by any shareholder of theCompany interested in obtaining the same.

The Audit Committee and Board review the financial statements significanttransactions working and the financial results of the subsidiary company in Vietnam KCPVietnam Industries Limited.

There is no material change in the nature of the business of the subsidiary. Astatement containing brief financial details of the subsidiary and Joint venture companyis included in the Annual Report in Form AOC 1 as Annexure 5.

17. Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 the extract of theAnnual Return of the Company for the Financial Year March 312021 is uploaded on thewebsite of the Company and can be accessed at www.kcp.co.in.

18. Human resources / industrial relations

Our Company continuously focus on people related programmes aimed at attractingdeveloping and retaining talent within organisation by way of:

a) Employee Engagement - Company enjoys high engagement levels from its employees whichis reflected in its consistently improving performance. Company continuously aims toenhance the engagement levels of its people by ensuring that its business practices are inalignment with the holistic growth and development of its people which drives them to beactively engaged with the Company.

b) Talent Management - Company is continuously working on strengthening and buildingtalent in its Human Resources management team for supporting its growth.

c) Work Environment - Company provides a congenial work atmosphere where every employeeenjoys his work and It works on creating people practices which makes it the best place towork for everyone.

d) Occupational Health and Safety

Safety of employees and workers is of utmost importance to the Company. To reinforcethe safety culture in the Company it has identified occupational Health & Safety asone of its focus areas. Various training programmes have been conducted at the plants.

Company regularly conducts Safety Audit to identify and eliminate potential safetyrisks through an objective assessment of various equipments. Further Mock drills onemergency preparedness are conducted to meet any contingency.

Industrial Relations

Employee Relations at all the Units and divisions of the company remained cordial.

19. Sustainability

Company's sustainability initiatives are focussed on low carbon emission use ofalternate fuels water & resource conservation and environment management. Focus onsustainability is manifested in the Company being recognised as one of the most efficientcement manufacturing organisations with low energy consumption levels use of alternativefuel and raw materials low GHG emissions etc.

20. Report under the Prevention of Sexual Harassment Act

Pursuant to the Prevention of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules framed there under Company has implementeda policy on prevention prohibition and redressal of sexual harassment at the workplaceall women permanent temporary or contractual including those of service providers arecovered under the policy and an Internal Complaints committee has been formed to redressthe complaints. There were no complaints reported during the year.

21. Directors and KMP

In terms of the provisions of Section 203 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended Dr.V.L.Indira Dutt Chairperson & Managing Director Smt.V.Kavitha Dutt Joint ManagingDirector Sri.G.N.Murty CFO and Sri. Y. Vijayakumar Company Secretary are the KeyManagerial Personnel of the Company.

Policy on Directors' appointment and remuneration

The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate its functionsof governance and management. As of March 312021 the Board had ten members two of whomare executive directors five are independent directors including Independent WomenDirector and three are Non-Executive Non-Independent Directors.

Policy on Directors' Appointment and Remuneration and Other Details

The Board of Directors have framed a policy (N&R Policy) which lays down aframework in relation to remuneration of Directors Key Managerial Personnel and SeniorManagement of the Company. The Policy broadly lays down the guiding principles philosophyand the basis for payment of remuneration to Executive and Non-executive Directors KeyManagerial Personnel Senior Management and payment of remuneration to other employees.

The policy also provides the criteria for determining qualifications positiveattributes and Independence of Director and criteria for appointment and removal ofDirectors Key Managerial Personnel / Senior Management and performance evaluation whichare considered by the Nomination and Remuneration Committee and the Board of Directors.The Policy sets out a framework that assures fair and optimum remuneration to theDirectors Key Managerial Personnel Senior Management Personnel and other employees suchthat the Company's business strategies values key priorities and goals are in harmonywith their aspirations. The policy lays emphasis on the importance of diversity within theBoard encourages diversity of thought experience background knowledge ethnicityperspective age and gender are considered at the time of appointment.

The Nomination Remuneration and Board Diversity policy is directed towards rewardingperformance based on review of achievements. It is aimed at attracting and retaining highcalibre talent. The Nomination Remuneration and Board Diversity Policy is displayed onthe Company's website.

Declaration by Independent Directors

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he / she continue to meet the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Familiarization program for independent Directors:

All new independent directors inducted into the Board attend an orientation program.The details of the training and familiarization program are provide in the CorporateGovernance Report.

Appointment of Directors retiring by rotation. Sri. V. Chandrakumar Prasad Dr.Subbarao Vallabhaneni Sri. Ravi Chitturi are the Directors liable to retire by rotation.

A brief resume of the Director proposed to be reappointed the nature of theirexpertise in specific functional areas names of companies in which they have heldDirectorships committee memberships/ chairmanships their shareholding etc. arefurnished in the explanatory statement to the notice of the ensuing Annual General Meetingof the company (AGM).

The Directors recommend their appointments at the ensuing AGM.

Board Evaluation

In accordance with the Companies Act 2013 and Listing Regulations the Board hascarried out evaluation of its own performance the performance of Committees of the Boardand also the directors individually. The manner in which the evaluation was carried outand the process adopted has been given in the Corporate Governance Report.

22. Disclosure on Audit Committee

The Audit Committee as on March 312021 comprises of the following Directors:

Sri. P.S. Kumar (Chairman) Smt. V. Kavitha Dutt Joint Managing Director Sri V.H.Ramakrishnan Sri. Vijay Sankar and Sri. M. Narasimhappa are members of the committee.

All recommendations of Audit Committee were accepted by the Board of Directors.

23. Material changes and commitments affecting the financial position of the Company.

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report.

24. Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 the Board ofDirectors of the company have recommended for the appointment of M/s. K.S. Rao & Co.Charted Accountants Hyderabad (Firm Register No. 003109S) as Statutory Auditors of theCompany for a term of five consecutive years to hold office from the conclusion of the80th Annual General Meeting until the conclusion of 85th Annual General Meeting of theCompany on the recommendations of Audit Committee of the Company.

M/s. K.S. Rao & Co. Charted Accountants Hyderabad have confirmed that theysatisfy the Independence criteria required under Companies Act 2013. Code of Ethicsissued by Institute of Chartered Accountants of India and their consent forre-appointment.

The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments.

25. Cost Auditors and their Report

As per Section 148 of the Companies Act 2013 read with Rules framed there under M/sNarasimhamurthy & Co Cost Accountants Hyderabad and M/s S. Mahadevan & Co CostAccountants Chennai were appointed as the Cost Auditors for the Cement and Engineeringunits for the year 2020-21 were re-appointed as Cost Auditors for the financial year 2021-22 to conduct cost audit of the accounts maintained by the Company in respect of thevarious products prescribed under the applicable Cost Audit Rules.

The remuneration of Cost Auditors has been approved by the Board of Directors on therecommendation of Audit Committee. The requisite resolution for ratification ofremuneration of Cost Auditors by members of the Company has been set out in the Notice ofensuing annual general meeting. The Cost Auditors have certified that their appointment iswithin the limits of Section 141 (3)(g) of the Companies Act 2013 and that they are notdisqualified from appointment within the meaning of the said Act.

The Cost Audit Report for the financial year 2019-20 of M/s. Narasimhamurthy & CoCost Accountants Hyderabad and M/s. Mahadevan & Co Chennai Cost Auditors was filedwith the Ministry of Corporate Affairs within the due date.

26. Secretarial Auditors and their Report

As required under Section 204 of the Companies Act 2013 and Rules thereunder theBoard appointed Mrs. Sobana Pranesh Practising Company Secretary as Secretarial Auditorof the Company for financial year 2021-2022.

The Secretarial Audit Report submitted by her in the prescribed form MR- 3 is attachedas 'Annexure- 7' to this Report.

There are no qualifications or observations or adverse remarks or disclaimer of theSecretarial Auditors in the Report issued by them for the financial year 2020-2021.

Details in respect of frauds reported by Auditors other than those which are reportableto the Central Government:

The Statutory Auditors Cost Auditors or Secretarial Auditors of the Company have notreported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 and rules made there under.

27 Number of Meetings of the Board

4 (four) Meetings of the Board of Directors were held during the year the details ofwhich are given in the Corporate Governance Report.

28. Corporate Governance

The report on corporate governance along with a certificate from the Statutory Auditorsas required under the Listing Regulations is annexed to this Report. The report alsocontains the details required to be provided on the board evaluation remuneration policyimplementation of a risk management policy whistleblower policy /vigil mechanism etc.

The Chairperson and Managing Director and the Chief Financial Officer have submitted acertificate to the Board regarding the financial statements and other matters as requiredunder Regulation 17(8) read with Schedule II of Part B of the Listing Regulations.

29. Transfer to the Investor Education and Protection Fund

In line with the statutory requirements the Company has transferred to the credit ofIEPF set up by the Government of India equity shares in respect of which dividend hadremained unpaid/unclaimed for a period of seven (7) consecutive years within the timelineslaid down by the Ministry of Corporate Affairs. Unpaid/ unclaimed dividend for seven (7)years or more has also been transferred to the IEPF pursuant to the requirements under theAct.

Further according to the Rules the shares in respect of which dividend has not beenencashed by the shareholders for seven consecutive years or more shall also be transferredto the demat account created

by the IEPF Authority. Accordingly the Company has transferred the unclaimed andunpaid dividends. Further the corresponding shares will be transferred as per therequirements of the IEPF rules details of which are provided on our website.

30. Particulars of Employees

A statement comprising the names of top 10 employees in terms of remuneration drawn andemployed throughout the year who were in receipt of remuneration in terms of Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as Annexure 1 and forms part of this report.

The information required under Section 197(12) of the Companies Act 2013 and the rulesmade there under as amended.

a) The ratio of the remuneration of each director to the median employee's remunerationfor the financial year and such other details as prescribed is as given below:

Name of the Director Director remuneration (Rs. Lacs) Median employee's remuneration (Rs. Lacs) Ratio
Smt. V.L. Indira Dutt - CMD 822.94 7.54 109:1
Smt. V. Kavitha Dutt - JMD 617.20 7.54 82:1

b) The percentage increase/ (decrease) in the median remuneration of employees in theFinancial Year: 60.77%

c) The number of permanent employees (Management staff) on the rolls of company: 691

d) If remuneration is as per the remuneration policy of the company: Yes

31. Significant and Material orders passed by the Regulators or Courts

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

32. Conservation of energy technology absorption foreign exchange earnings and outgo

The particulars relating to conservation of energy technology absorption research anddevelopment foreign exchange earnings and outgo as required to be disclosed under Section134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts)Rules 2014 are given in Annexure- 2 to this Report.

33. Other Disclosures

The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India. (ICSI).

34. Business Responsibility Report

In terms of Regulation 34(2) (f) of the listing regulations a Business Responsibilityforms part of this Annual Report.

35. Director's Responsibility Statement

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) of the Act:

(i) that in the preparation of the Annual Accounts for the year ended March 312021the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

(ii) the directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312021 and of the profit ofthe Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

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

(vi) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Acknowledgements

The Board of Directors wishes to place on record their gratitude to the CentralGovernment State Governments Company's Bankers Customers dealers and other businessassociates for the assistance co-operation and encouragement they extended to theCompany. Your Directors wish to whole heartedly thank the employees for their sincere anddevoted contribution to the company's continued performance.

Your Directors are thankful to the shareholders and deposit holders for their continuedpatronage.

For and on behalf of the Board of Directors

(Dr.V.L. Indira Dutt)
Place: Chennai Date: 25th June 2021 Chairperson & Managing Director

.