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Kesar Enterprises Ltd.

BSE: 507180 Sector: Agri and agri inputs
NSE: KESARENT ISIN Code: INE133B01019
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OPEN 69.40
CLOSE 68.75
VOLUME 1576
52-Week high 124.90
52-Week low 65.30
P/E
Mkt Cap.(Rs cr) 69
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kesar Enterprises Ltd. (KESARENT) - Director Report

Company director report

To

The Members

Your Directors present the Annual Report of Kesar Enterprises Limited(the Company) along with the audited financial statements for the financial year endedMarch 312022.

1. Financial Highlights

(Rs in Lakhs)

Financial Year 2021-22 Financial Year 2020-21
Profit / (Loss) before interest depreciation & taxation 1536.87 13607.75
Less: Finance Cost 2571.58 2693.55
Profit / (Loss) before Depreciation & Taxation (1034.71) 10914.20
Less: Depreciation and Amortisation Expense 1837.48 1931.15
Less: Taxation / Deferred Tax 16.94 -
Profit / (Loss) (2889.13) 8983.05
Other Comprehensive Income
Items that will not be reclassified to profit or loss:
(i) Actual loss on defined benefit obligation (5.65) (44.34)
(ii) Effect of measuring investment at fair value (22.36) 164.32
Net Profit or (Loss) for the year (2917.14) 9103.03

For the Financial Year 2021-22 there is a loss of ' 2889.13 lakhs asagainst a profit of ' 8983.05 lakhs in the previous year. After taking into account theeffect of other Comprehensive Income based on Ind-AS norms there is a loss of ' 2917.14lakhs for the Financial Year 2021-22 as against a profit of ' 9103.03 lakhs in theprevious year.

Over the last few years the Sugar Industry has faced severedifficulties on account of high sugar cane prices set by the State Government lower sugarprices and consequential inadequate recovery of cost of production. These factors haveadversely affected the Company's operations and financial performance. Hence the entirenet worth of the Company is eroded and its current liabilities are in excess of currentassets.

2. COVID-19

The COVID-19 pandemic has emerged as a global challenge creatingdisruption across the world. Every business and every industry in India have been facingdifficulties in continuing its operations due to continuing impact of the pandemic.

With the continued support of the state administration and theemployees the Company has been able to run its operations with minimum disruption duringthe year under review. The Company is continuously monitoring and assessing the situationarising on account of COVID-19 pandemic and the Company anticipate no material impact ofthe pandemic on the financial statements for financial year 2021-22.

3. Company's Operational Performance (Financial Year 2021-22)

Sugar Division

The crushing for the Season 2021-22 started on 08-11-2021 i.e. 8 dayslater due to heavy rains in the third week of October 2021 as compared to 30-10-2020 inthe previous season and ended on 11-05-2022 i.e. 12 days later as against 28-04-2021 inthe previous season.

During the season the plant crushed 115.39 lakh quintals of sugarcanein 185 days as against 115.90 lakh quintals in 181 days in the previous season. Thecrushing was lower by 0.51 lakh quintals during the season. Though this year the yieldper hectare was slightly more than the previous year less crushing is mainly attributableto the factor that last year we have crushed around 3.53 Lakh quintals of cane ofSitarganj sugar mill which was allotted to us by Uttarakhand Government. However thisyear Sitarganj sugar mill has started crushing cane of their own and thus we have notgot any additional allotment from the State of Uttarakhand. Also this year abnormaldiversion of cane approximately to the tune of 15 to 18 Lakh quintals took place becauseof much better cane price position of neighbouring sugar factories. The overall sugarrecovery was 10.49% as against 11.01% in the previous season. This season fall inrecovery was a common phenomenon experienced by all the sugar factories in the State ofUP especially in Central and Eastern part of the State where the average drop reportedwas also in the same range of 0.50% to 0.80% over last year. During the season the sugarproduction was 12.10 lakh quintals as against 12.76 lakh quintals in the previous season.

For the sugar season 2021-22 the Central Government had announced aFair & Remunerative Price [FRP] of sugarcane at ' 290/- a quintal at a base recoveryof 10% with a premium of ' 2.90 per quintal for every 0.1% increase above 10% in thefinal recovery achieved by respective sugar factory. The UP Government has also increasedtheir State Advised Price (SAP) of Sugarcane at ' 340/- a quintal for normal variety asagainst ' 315/- a quintal of previous year which remained unchanged from season 2017-18onwards.

During the last few years the cost of production in the State of UPwas the highest in the country which rendered the UP Sugar Industry unviablecash-starved and uncompetitive. This year it has further gone up due to steep rise inpetroleum products which has resulted in overall increase in the prices of Sulphur LimeChemicals PP Bags Steel etc. There is an urgent need to rationalize the cane pricingpolicy in the State of UP and adopt a 'linkage formula' as recommended by the RangarajanCommittee linking sugar cane price to sugar realisation. This is the only long-termsolution for stability & viability of the Sugar industry. ISMA and UPISMA are takingup this issue with Central Government regularly. But being a very sensitive issue it isyet to be decided.

During the Season 2021-22 Molasses produced was 5.07 lakh quintals asagainst 5.09 lakh quintals in the previous season.

The UP Government had announced the Molasses Policy for 2021-22(November-October) wherein the molasses reservation ratio for the country liquormanufacturers had been retained at 18.00% same the previous season.

During the year under review there is moderate increase in sugarselling price as compared to previous year. However the increase in the sugarrealisation is much lower than the impact of increase in the cane price. Even the fall insugar recovery % over previous year has got an adverse impact on the overall cost ofproduction of sugar bags. Although the Government had approved increase in MinimumSelling Price (MSP) for sugar it did not introduce it resulting into lower realisation.

Power Division

During the Sugar Season 2021-22 the Plant started on 05-11-2021 asagainst 27-10-2020 in the previous season and operated till 15-05-2022 as against06-06-2021 of previous season. This season it was strategically planned to stop the powerplant immediately after the closure of sugar plant operations and not to run the powerplant during off-season on account of reduced power tariff with effect from 01st April2022.

The Plant consumed 2.97 lakh MT of bagasse and 0.28 lakh MT ofalternate fuel to generate 1.33 lakh MW power as against 3.20 lakh MT of bagasse and 0.40lakh MT of alternate fuel to generate 1.61 lakh MW power in the previous Season. The totalpower exported to the grid of Uttar Pradesh Power Corporation Limited (UPPCL) was 0.86lakh MW amounting to ' 31.66 Crore as against 1.09 lakh MW amounting to ' 40.97 Crores inthe previous Season.

The Uttar Pradesh Electricity Regulatory Commission vide notificationdated 25th July 2019 reduced the power purchase rates of bagasse-based power plants witheffect from 01.04.2019 from ' 5.86 per unit to '3.76 per unit. As per this notificationpower purchase rate with effect from 01.04.2022 has become ' 3.33 per unit. The sugarindustry has filed a writ petition to challenge such reduction in power rates before theHon'ble High Court which has been admitted.

Spirits Division

During the year Distillery plant was operated under lesser capacity of30 KLPD as per the guidelines of Pollution Control Board (PCB) till middle of February2022. Though the required incineration boiler was installed and put into use duringOctober2021 our full capacity operation was restricted till dismantling of lagoon andobtaining permission to that effect from Central Pollution Control Board. This wasobtained during February2022 and then onwards plant is operating under full capacity of45 KLPD.

Below given are the comparative figures of two seasons:

Product UoM Season (Nov To Oct)
2021-22 2020-21
Molasses Consumed Lakh Qtl 2.57 2.44
Rectified Spirit (RS) Lakh BL 57.34 56.01
Ethanol Lakh BL 6.73 52.26
ENA Lakh BL - 1.84
DS/SDS Lakh BL 43.07 0.35

Also with respect to Ethanol supply we have restricted our supplyonly to the extent of 25.60 L BL and honoured all our commitments to supply for theEthanol year ending 30th Nov 2021. With a view to capitalise the change in the marketscenario we have not offered any quantity of ethanol to Oil Marketing Companies (OMCs)and have decided to stick on to supply RS / SDS directly in the open market. Thus betweenDecember 2021 to April 2022 we have managed to supply 42.84 L BL at a better sale pricethan ethanol.

4. Expectations from Financial Year 2022-23 Sugar Division

The crushing for the Season 2022-23 is expected to start in the lastweek of October 2022.

During the Financial Year 2022-23 the sugar price is expected to besteady due to expected reasonable level of closing stock of sugar. This may result intothe Company generating better operational margin gradually. The industry outlook ispositive in the short term and long term with sugar prices expected to be stable as thereis lot of focus on reducing / curtailing sugar production and to manufacture Ethanoldirectly from sugar syrup besides diverting from C Heavy to B Heavy molasses in additionto the focus on Exports.

Spirits Division

With the completion of installation of incineration boiler during theF/Y 2021-22 now the focus will be on Distillery expansion project of installing a new 80KLPD MPR plant. Although the original plan for completing this 80 KLPD plant wasSeptember 2022 due to liquidity crunch this is deferred by around 6 months now.

Once 80 KLPD plant gets commissioned the Company will start runningthe Distillery at its new capacity of 80 KLPD which can go upto 96 KLPD under B Hymolasses. With the higher sales revenue /margin from B Hy we would be looking forward fora better performance of our Spirits division with commissioning of 80 KLPD plant duringnext season. Till such time we will continue to run our Distillery at 45 KLPD capacity.

Power Division

The Cogen Power Plant will restart in the last week of October 2022and will be operated till the end of sugar crushing season 2022-23 only as power tariff isnot supportive.

5. Dividend

Considering the financial position of the Company your directors havenot recommended any dividend for the financial year 2021-22.

6. Transfer to Reserves

No amount is proposed to be transferred to reserves during the yearunder review.

7. Share Capital

As on March 31 2022 the Paid-up Share Capital of the Company was'1007.97 lakhs. During the year under review the Company has not issued any shares. TheCompany has no Employee Stock Option Scheme in existence.

8. Directors' Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) of the Companies Act2013 (the Act) the Board of Directors to the best of their knowledge hereby state that:

i) in preparation of the annual accounts for the financial year endedon March 31 2022 the applicable accounting standards had been followed along with properexplanation relating to material departures;

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

iii) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

iv) the Directors had prepared the Annual Accounts for the financialyear ended on March 312022 on a going concern basis.

v) the Directors had laid down proper internal financial controls inplace and that such internal financial controls were adequate and were operatingeffectively.

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

9. Number of Meetings of the Board

Four (4) meetings of the Board of Directors were held during the yearunder review. For details of meetings of the Board Members may kindly refer to theCorporate Governance Report which is a part of this report.

The intervening gap between the meetings did not exceed one hundred andtwenty (120) days as stipulated in the Act and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) except in case of meetingheld on 30.06.2021 for declaring annual results for FY 2020-21 wherein SEBI had alsovide circular no. SEBI/HO/CFD/CMD1/P/CIR/2021/556 dated 29th April 2021 extended the dateof declaration of results to 30th June 2021

10. Audit Committee

As on March 31 2022 the Audit Committee comprised of Five (5)members including Four (4) Independent Directors. Further details of the Audit Committeeare provided in the Corporate Governance Report which forms part of this report.

During the year under review there were no instances whererecommendations of the Audit Committee were not accepted by the Board.

11. Directors & Key Managerial Personnel

As on March 312022 83% of the Board comprised of IndependentDirectors. List of Directors as on March 31 2022 is provided in Corporate GovernanceReport forming part of this Report.

Dr. Narendra Mairpady (DIN: 00536905) and Shri Rishabh Shah (DIN:00694160) were appointed as Additional Directors (In Independent Director Category) by theBoard of Directors w.e.f. 13.11.2020. During the year under review they were appointed asIndependent Directors for 1st term of five (5) years by the Shareholders at the86th Annual General Meeting of the Company held on 26.08.2021. Further during the yearunder review Shri Mahesh A Kuvadia (DIN: 07195042) was reappointed as an IndependentDirector of the Company for his 2nd Term of 5 (five) consecutive years by the Shareholdersat the 86th Annual General Meeting of the Company held on 26.08.2021. However there wereno changes in the Board of Directors during the year under review.

Pursuant to Section 152 of the Act Shri Harsh R Kilachand (DIN:00294835) Chairman & Managing Director being the only Non-Independent Director onthe Board shall retire by rotation at the 87th AGM and he being eligible offers himselffor re-appointment. A resolution seeking shareholders' approval for his re-appointmentalong with other required details forms part of Notice of 87th AGM. He is alsoproposed to be re-appointed as a Whole-time Director designated as Chairman & ManagingDirector for a period of 3 years at this aGm.

Shri D J Shah (DIN: 03095028) was appointed as an Additional Directorin the category of Non-Executive NonIndependent Director by the Board of Directors at itsmeeting held on 11.08.2022 w.e.f. 12.08.2022 on the basis of recommendation of theNomination & Remuneration Committee in terms of provisions of Section 161 of theCompanies Act 2013 to hold office up to the date of ensuing 87th AGM. He isproposed to be appointed as Non-Executive Non-Independent Director at 87th AGM.A resolution seeking shareholders' approval for his appointment along with other requireddetails forms part of Notice of 87th AGM.

Pursuant to the provisions of Section 149 of the Act the IndependentDirectors have submitted declarations that each of them meets the criteria of Independenceas laid down under Section 149(6) of the Act along with rules framed thereunder andRegulation 16 (1) (b) of the Listing Regulations. There has been no change in thecircumstances affecting their status as Independent Directors of the Company. TheIndependent Directors have confirmed compliance with the Code for Independent Directorsprescribed in Schedule IV to the Act and also with the Code of Conduct for Directors andMembers of Senior Management formulated by the Company.

During the year under review the non-executive directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees and reimbursement of expenses if any.

Pursuant to the provisions of Section 203 of the Act Shri Harsh RKilachand Chairman & Managing Director Shri Rohit Balu Chief Financial Officer andShri Gaurav Sharma Company Secretary & General Manager (Legal) are the Key ManagerialPersonnel of the Company as on March 312022. During the year under review there were nochanges in the Key Managerial Personnel.

The Directors and Key Managerial Personnel have confirmed that duringthe year under review none of them have entered into any agreement for himself / herselfor on behalf of any other person with any shareholder or any other third party withregard to compensation or profit sharing in connection with dealings in the shares of theCompany.

12. Details of Familiarisation Programmes

Pursuant to the provisions of Regulation 25 of the Listing Regulationsthe Company familiarises the Independent Directors through various programmes from timeto time with the Company their roles rights responsibilities in the Company nature ofthe industry in which the Company operates business model of the Company etc. The detailsof Familiarization Programmes imparted to Independent Directors are placed on theCompany's website on https://www.kesarindia.com/corporate govema.nce.html

13. Board Evaluation

The Board of Directors have carried out an annual evaluation of its ownperformance board committees and individual directors pursuant to the provisions of theAct and the Listing Regulations.

The performance of the Board was evaluated by the Board after seekinginputs from all the Directors on the basis of the criteria such as composition andstructure of the Board effectiveness of the Board processes information and functioningetc.

The performance of the Committees was evaluated by the Board afterseeking inputs from the Committee Members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc.

The performance of individual directors was evaluated by the Board onthe basis of criteria such as the contribution of each director to the Board and CommitteeMeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc.

The above criteria are broadly based on the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on January 5 2017.

In a separate meeting of independent directors performance of theBoard as a whole Board Committees and Chairman & Managing Director of the Company wasevaluated.

Performance evaluation of independent directors was done by the entireBoard excluding the independent director being evaluated.

14. Policy on directors' appointment and remuneration and other details

The Company's policy on appointment of directors key managerialpersonnel and senior management and their remuneration is available on the Company'swebsite on https://www.kesarindia.com/corporate governance.html

The policy on remuneration has also been disclosed in the CorporateGovernance Report which is a part of this report.

15. Corporate Social Responsibility

Although the provisions of Section 135 of the Act are not applicableto the Company at present the Company has a Corporate Social Responsibility Committee.The Composition of the committee is provided in Corporate Governance Report forming partof this report.

In view of losses incurred by the Company for past many years theCompany was not required to spend any amount during the financial year 2021-22 in terms ofprovisions of Section 135.

16. Internal Financial Control Systems and their Adequacy

The Company has adequate Internal Financial Control Systems in place.The details in respect of internal financial control and their adequacy are included inthe Management Discussion and Analysis Report which is a part of this report.

17. Risk Management

Your Company has formulated a risk management policy to identifyevaluate and mitigate various kinds of risks. The Audit Committee has oversight in thearea of financial risks and controls. A detailed statement indicating the development andimplementation of the risk management policy for the Company including identification ofvarious elements of risk is part of the Management Discussion and Analysis Reportforming part of this report.

18. Statutory Auditors & Secretarial Auditors

At the 85th Annual General Meeting of the Company held onSeptember 112020 M/s. V. C. Shah & Co. Chartered Accountants were appointed asstatutory auditors of the Company to hold office for a term of 5 (Five) years from theconclusion of the 85th Annual General Meeting till the conclusion of 90th Annual GeneralMeeting of the Company to be held in year 2025.

The Board of Directors had at its meeting held on 09.02.2022 appointedM/s. Ragini Chokshi & Co. Practicing Company Secretaries as secretarial auditors ofthe Company to undertake the secretarial audit for the financial year 2021-22 in terms ofthe provisions of Section 204 of the Act.

19. Statutory Auditors' Report and Secretarial Auditors' Report

The Statutory Auditors have submitted their Report for the year endedon March 312022 which has been taken on record by the Board of Directors. There is noqualification reservation or adverse remark in the Statutory Auditors' Report. No fraudshave been reported by the Statutory Auditors during the financial year 2021-22.

The Secretarial Auditors have also submitted their Report for the yearended on March 31 2022. There is no qualification reservation or adverse remark in theSecretarial Audit Report. No frauds have been reported by the Secretarial Auditors duringthe financial year 2021-22.

The Secretarial Audit Report is annexed to this report as"Annexure I".

20. Cost Audit

The Company is required to maintain cost records as specified by theCentral Government under sub-section (1) of section 148 of the Act and the same have beenmade and maintained in accordance with the said provision.

Pursuant to Section 148 of the Act the Board of Directors haveappointed Shri Rishi Mohan Bansal Cost Accountant as Cost Auditor of the Company toconduct the audit of cost records maintained by the Company relating to Sugar IndustrialAlcohol and Electricity Divisions for the year ended on March 31 2022. The Cost AuditReport when received from the Cost Auditor for year ended on March 312022 shall beconsidered and examined by the Board and submitted to Central Government within stipulatedtime.

Based on recommendation of the Audit Committee the Board of Directorshave at their meeting held on July 25 2022 appointed Shri Rishi Mohan Bansal CostAccountant as Cost Auditor of the Company to conduct the audit of cost records maintainedby the Company relating to Sugar Industrial Alcohol and Electricity Divisions for theyear ending on March 31 2023. In pursuance of Section 148 (3) of the Act read with Rule14 of the Companies (Audit and Auditors) Rules 2014 a resolution seeking to ratify thepayment of remuneration to the Cost Auditor for the financial year ending on March 312023forms part of Notice of ensuing 87th AGM.

21. Vigil Mechanism

The Company has a Whistle Blower Policy and has established thenecessary vigil mechanism for directors and employees in accordance with Section 177(9) ofthe Act and Regulation 22 of the Listing Regulations to report concerns about anyviolation of legal or regulatory requirements misrepresentation of any financialstatement and to report actual or suspected fraud or violation of the Code of Conduct ofthe Company.

The Policy allows the Whistle Blowers to have direct access to theChairman of the Audit Committee in exceptional circumstances and protects them from anykind of discrimination or harassment. This Policy is available on the Company's website onhttps://www.kesarindia.com/corporate governance.html

22. Transactions with Related Parties

None of the transactions with related parties fall under the scope ofSection 188(1) of the Act. Accordingly the disclosure of related party transactions asrequired under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Companyfor the financial year 2021-22 and hence does not form part of this report.

A policy of Related Party Transactions as approved by the AuditCommittee and the Board of Directors is placed on the Company's website onhttps://www.kesarindia.com/corporate governance.html

23. Particulars of Loans Guarantees and Investments

The particulars of loans guarantees and investments as per Section 186of the Act by the Company have been disclosed in the financial statements.

24. Deposits from Public

The Company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet.

25. Credit Facilities

During the year under review no credit facilities were obtained by theCompany from any bank or financial institution.

26. Insurance

The Company has taken adequate insurance for all its properties.

27. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return as on March 31 2022 is available on the Company's website onhttp://www.kesarindia.com/communications.html

28. Prevention of Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading)Regulations 2015 on prevention of Insider Trading your Company has a comprehensive codewhich lays down guidelines and advises the Directors Key Managerial Personnel and otherdesignated persons on procedures to be followed and disclosures to be made while dealingin securities of the Company. The Company's Code of Conduct for the Directors and Membersof Senior Management also makes it a duty on the part of the Directors and Members ofSenior Management to comply with the SEBI (Prohibition of Insider Trading) Regulations2015 while trading in securities of the Company.

29. Policy for Prevention of Sexual Harassment

The Company has complied with the provisions relating to constitutionof an Internal Complaint Committee (ICC) for prevention and redressal of complaints /grievances on the sexual harassment of women at workplaces under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.

During the year under review the Company did not receive any complainton sexual harassment.

30. Compliance with Secretarial Standards

Your directors state that applicable provisions of SecretarialStandards i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of Indiarelating to 'Meetings of the Board of Directors' and 'General Meetings' respectively havebeen duly followed by the Company.

31. Material Changes & Commitments Affecting Financial Positionbetween the end of the financial year & Date of this Report

In the opinion of the Board of Directors there are no material changes& commitments affecting the financial position of the Company between the end offinancial year 2021-22 and date of this report.

32. Significant and Material Orders passed by the Regulators Courtsand Tribunals

There are no significant and material orders passed by any regulator orcourt or tribunal impacting the going concern status and company's operations in futureas on the date of this report.

However during the year under review UCO Bank has filed applicationu/s 7 of Insolvency and Bankruptcy Code 2016 before National Company Law Tribunal (NCLT)Mumbai Bench seeking initiation of Corporate Insolvency Resolution Process of theCompany. The said application is pending before NCLT as on date of this report. TheCompany has been making efforts to arrive at amicable resolution with UCO Bank.

33. Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo

Particulars with respect to conservation of energy and technologyabsorption pursuant to Section 134(3)(m) of the Act are provided in "AnnexureII" forming part of this Report. During the year under review there were no ForeignExchange Earnings and Outgo.

34. Particulars of Employees

Information required pursuant to Section 197(12) of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees on the payroll of the Company in India is provided as"Annexure III" to this report.

The statement containing names of top ten employees in terms ofremuneration drawn and the particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate annexure forming part of thisreport. Further the report and the accounts are being sent to the Members excluding theaforesaid annexure. In terms of Section 136 of the Act the said annexure is open forinspection and any Member interested in obtaining a copy of the same may write to theCompany Secretary.

35. Management Discussion & Analysis Report and CorporateGovernance Report

Management Discussion & Analysis Report and Corporate GovernanceReport prepared in accordance with Schedule V of the Listing Regulations form part of thisReport as Annexure IV and Annexure V respectively.

The Company has complied with the requirements as stipulated underRegulation 34 of the Listing Regulations. A Certificate from the Secretarial Auditorsregarding the compliance of conditions of corporate governance is annexed to CorporateGovernance Report.

36. Acknowledgements

The Directors thank the Company's employees customers vendors andmembers for their continuous support. The Directors also thank the Government of IndiaGovernment of Maharashtra and Government of Uttar Pradesh and concerned Governmentdepartments and agencies for their co-operation.

By Order of the Board of Directors
25th July 2022 Harsh R Kilachand Chairman & Managing Director
DIN:00294835

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