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Kirloskar Pneumatic Company Ltd.

BSE: 505283 Sector: Engineering
NSE: KGKHOSLA ISIN Code: INE811A01020
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NSE 05:30 | 01 Jan Kirloskar Pneumatic Company Ltd
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VOLUME 162806
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P/E 33.77
Mkt Cap.(Rs cr) 2,771
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OPEN 441.00
CLOSE 442.45
VOLUME 162806
52-Week high 465.00
52-Week low 135.35
P/E 33.77
Mkt Cap.(Rs cr) 2,771
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kirloskar Pneumatic Company Ltd. (KGKHOSLA) - Director Report

Company director report

Your Directors have pleasure in presenting this Report with AuditedAnnual Accounts of the Company for the year ended 31st March 2021.

1. COMPANY SPECIFIC INFORMATION

1.1. Financial Summary & Highlights

The financial results for the year ended 31st March 2021are summarized below:

Amount Rs. in Million

2020-21 2019-20
Total Income 8333.80 8395.96
Profit before tax 838.78 719.15
Tax Expense (Current & Deferred tax) 200.36 184.23
Profit after tax 638.42 534.92
Other Comprehensive Income / (Loss) net of tax 278.20 (213.41)
Total Comprehensive Income for the year 916.62 321.51
Transferred to General Reserve 700.00 300.00

Your Company earned a total income of Rs. 8333.80 Million for thefinancial year 2020-21 against Rs. 8395.96 Million of the previous year. Your Companyearned a net profit of Rs. 638.42 Million compared to Rs. 534.92 Million earned in lastyear representing an increase over 19%.

1.2. Reserves

During the reporting year Rs. 700 Million has been transferred to theGeneral Reserves of the Company.

1.3. Dividend

The Board of Directors has recommended a dividend of Rs. 3.50 (175%)per equity share of Rs. 21- each for the year 2020-21 which shall be paid subject to theapproval of shareholders in the ensuing Annual General Meeting as against dividendaggregating to Rs. 2.70 (135%) per equity share of Rs. 2/- each for the year 2019-20.

1.4. Major events that occurred during the year

Segment-wise position of business and its operations

Operations of the Company witnessed disruptions in the business duringthe first quarter of the financial year due to nationwide lockdown imposed to curb theoutbreak of COVID-19. Despite these disruptions Compression Segment registered a modestgrowth over the previous year by earning revenue of Rs. 7853 Million as compared to Rs.7752 Million in the previous year. Transmission Segment however earned lower revenue ofRs. 313 Million compared to Rs. 478 Million in the previous year.

2. CAPITAL STRUCTURE

Increase in Share Capital

During the year the Company allotted 45600 equity shares of Rs. 21-each upon the exercise of the options granted to employees of the Company pursuant to KPCLEmployee Stock Option Scheme 2019 (KPCL ESOS 2019' or ‘the Scheme'). IssuedCapital Subscribed Capital and Paid-up Capital of the Company therefore increased by Rs.91200 and was Rs. 128534580/- consisting of 64267290 equity shares of Rs. 21- each ason 31st March 2021.

Employee Stock Option Scheme

Your Company introduced KPCL ESOS 2019 in orderto motivate incentivizeand reward its employees. Your Company views employee stock options as an instrument thatwould enable the employees to share the value they create for the Company and alignindividual objectives of the employees with the objectives of the Company.

The Nomination and Remuneration Committee at its meeting held on 22ndOctober 2019 approved the grant of 684000 stock options exercisable into 684000 EquityShares of Rs. 21- each of the Company to its specified employees.

The Scheme is in compliance with the applicable provisions of theCompanies Act 2013 and the Rules issued thereunder Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 ("Employee BenefitRegulations") and other applicable regulations if any.

The disclosures as required under the Companies (Share Capital andDebentures) Rules 2014 for the year 2020-21 is as under:

Options granted during the year Nil
Options vested during the year 196500
Options exercised during the year 45600
The total number of shares arising as a result of exercise of option during the year 45600
Options forfeited / lapsed / cancelled / expired during the year 37000
The exercise price (In Rs.) 120
Variation of terms of options during the year No variation
Money realized by exercise of options during the year (In Rs.) 5472000
Total number of options in force 601400
During the year 2020-21 Employee wise details of options granted to :
1. Key Managerial Personnel: Nil
2. Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during the year 2020-21. Nil
3. Identified employees who were granted option during any one year equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant during the year 2020-21. Nil

The certificate from P G Bhagwat LLP Chartered Accountants StatutoryAuditors of the Company confirming that the Scheme has been implemented in accordancewith the aforesaid regulations and in accordance with the resolution passed by the Companyat its Annual General Meeting held on 20th July 2019 will be placed beforethe shareholders at the ensuing Annual General Meeting. Acopy of the same will beavailable for inspection at the Company's website and can be accessed on thefollowing weblinkhttps://kirloskarpneumatic.com/site/assets/files/6421/esos_certificate.pdf

The disclosures relating to the implementation of the Scheme detailsof options granted changes to the Scheme if any etc. are placed on the website of thecompany as required under the Employee Benefit Regulations 2014 read with SEBI CircularNo. CIR/CFD/POLICY CELL/2/2015 dated 16th June 2015 and can be accessed on thefollowing weblink https://kirloskarpneumatic.com/site/assets/files/6408/disclosure_under_esos.pdf

In line with the Indian Accounting Standards ("IND AS") 102on 'Share Based Payments' issued by the Institute of Chartered Accountants of India("ICAI") your Company has computed the cost of equity- settled transactions byusing the fair value of the options at the date of the grant and recognized the same asemployee compensation cost over the vesting period.

3. AWARDS

During the reporting year your Company was recognized with prestigiousand diverse external accolades which include:

? "Prize for Leadership in HR Excellence 2020-21" in11"' CM HR Excellence Assessment for the year 2020-21.

? 1st Prize under Large Scale Category - an Award for GreenInitiatives in Industry by MCCIA. Awards in the 34th National Convention onQuality Concepts NCQC -2020 organized by QCFI:

? 1 "Par Excellence Award Trophy"

? 4 "Excellence Award Trophy"

? 1 "Distinguish Award Trophy"

Awards in the SS"1 Annual Chapter Convention on QualityConcepts CCQC - 2020 organized by QCFI:

? 3 "Gold Trophy"

? 3 "Silver Trophy"

4. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

No Loans Guarantees covered under the provisions of Section 186 of theCompanies Act 2013 are given / provided / made during the reporting year.

During the reporting year the Company has not made any investmentexcept investments in Mutual Funds.

5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Details of the transfer/s to the IEPF made during the year as mentionedbelow:

During the reporting year your Company transferred following amountand shares to the Investor Education and Protection Fund.

Final Dividend for the year 2012-13 2543136
No. of shares of Rs. 2/- each 25860

Year wise amount of unpaid / unclaimed dividend lying in the unpaidaccount up to the year and the corresponding shares which are liable to be transferred tothe IEPF and the due dates for such transfer:

Sr. No. Year Amount to be Transferred as on 31-03-2021 Corresponding Number of Equity Shares of the Company Date of Transfer
1 Final Dividend 2013-14 2148960.00 214896 27th August 2021
2 Final Dividend 2014-15 1227975.00 245595 3rd September 2022
3 Dividend 2015-16 (Interim) 1642256.00 234608 19th April 2023
4 Dividend 2015-16 (Interim - PHL) 1403667.00 155963 6th May 2023
5 Dividend 2016-17 (Interim - PHL) 1209660.00 161288 3rd May 2024
6 Final Dividend 2016-17 4270360.00 427036 1st September 2024
7 Final Dividend 2017-18 3854220.00 321185 29th August 2025
8 Dividend 2018-19 (Interim) 1605781.00 1605781 28th February 2026
9 Final Dividend 2018-19 2367448.50 1578299 25th August 2026
10 Dividend 2019-20 (Interim) 1655725.00 1655725 28th February 2027
11 Dividend 2019-20 (Second Interim) 3021399.80 1777294 9th April 2027

Note : The Sr No. 4 & 5 states the amount of dividend declared andpaid by erstwhile Pneumatic Holdings Limited which was merged into the Company w.e.f. 28thApril 2017 by virtue of the order of the Hon'ble National Company Law TribunalMumbai.

6. DIRECTORS

i. Directors and Key Managerial Personnel

During the year your Company appointed Mr K Srinivasan as Additionaland Independent Director on 25th June 2020 subject to approval of Members. TheMembers approved the appointment of Mr K Srinivasan as Independent Director of the Companyby way of Postal Ballot on 30th July 2020.

Further Mr K Venkata ram an an and Mrs Nalini Venkatesh werere-appointed as Independent Director(s) of the Company by the Members by passing specialresolution(s) through Postal Ballot on 30th July 2020.

Mr Tejas Deshpande was appointed as an Independent Director by theBoard of Directors with effect from 27th October 2020 to hold office for aterm of 5 (Five) consecutive years upto 26th October 2025 subject to theapproval of the Members. The necessary resolution for appointment of Mr Tejas Deshpande isconsidered in the forthcoming Annual General Meeting.

The Board of Directors is of the opinion that all the above IndependentDirectors hold the highest standards of integrity and possess necessary expertise andexperience including proficiency in the field in which your Company operates.

Mr K Srinivasan tendered his resignation as an Independent Director ofthe Company on 27th October 2020 in the Board Meeting with immediate effect.He was appointed as an Additional and Whole-Time Director designated as Executive Directorof the Company by the Board of Directors in the same Board Meeting with effect from 27thOctober 2020 to 1st January 2021 and was re-designated as the ManagingDirector with substantial powers of management w.e.f. 2nd January 2021 upto26th October 2023 subject to the approval of the Members. Details of theproposal for appointment of Mr K Srinivasan are given in the Explanatory Statement to theNotice of the 46th Annual General Meeting as required under Section 102 of the CompaniesAct 2013. The necessary resolution for appointment of Mr K Srinivasan is proposed forapproval in the forthcoming Annual General Meeting.

Mr Mahesh Chhabria was appointed as an Additional Director by the Boardof Directors with effect from 3rd March 2021 to hold office upto theforthcoming Annual General Meeting. The necessary resolution for appointment of Mr MaheshChhabria is proposed for approval in the forthcoming Annual General Meeting.

The tenure of Mr Aditya Kowshik as Managing Director was completed on 1stJanuary 2021 consequently he ceased to be Director on that date. The Board of Directorsplaces on record its sincere appreciation for the contribution made by him during histenure.

Mr Vikram S Kirloskar Director retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment. The necessaryresolution for appointment of Mr Vikram S Kirloskar is proposed for approval in theforthcoming Annual General Meeting.

Mr Rahul C Kirloskar was appointed as Whole Time Director designated asExecutive Chairman up to 22nd January 2022. He is further re-appointed asWhole Time Director designated as Executive Chairman for a period of 5 years with effectfrom 23rd January 2022 subject to approval of Members in the ensuing AnnualGeneral Meeting. Details of the proposal for re-appointment of Mr Rahul C Kirloskar aregiven in the Explanatory Statement to the Notice of the 46tl1 Annual GeneralMeeting as required under Section 102 of the Companies Act 2013. The necessary resolutionfor appointment of Mr Rahul C Kirloskar is proposed for approval in the forthcoming AnnualGeneral Meeting.

ii. Declaration from Independent Directors and Statement on Complianceof Code of Conduct

Your Company has received necessary declarations from all itsIndependent Directors stating that they meet the criteria of independence as provided inSub-section (6) of Section 149 of the Companies Act 2013 and Regulation 16 (1) (b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Independent Directors have complied with the code for IndependentDirectors prescribed in Schedule IV to the Companies Act 2013.

All the Directors and Senior Management Personnel have also compliedwith the Code of Conduct of the Company as required under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 for its Directors and Senior Management.

iii. Directors Appointment and Remuneration Policy

The Board on the recommendation of the Nomination and RemunerationCommittee adopted a policy for selection and appointment of Directors Key ManagerialPersonnel (KMP) and Senior Management Personnel. Policy also prescribes the guidelines fordetermining the remuneration of Executive Directors Non-Executive Directors KMP andSenior Management.

The Remuneration Policy is available on the website of the Companyviz. www.kirloskarpneumatic. com

iv. Board Evaluation

The annual evaluation framework for assessing the performance ofDirectors comprises of the following key areas:

a) Attendance in the meetings participation and independence duringthe meetings;

b) Interaction with Management;

c) Role and accountability of the Board;

d) Knowledge and proficiency; and

e) Strategic perspectives or inputs.

The evaluation involves assessment by the Nomination and RemunerationCommittee and Board of Directors. A member of the Nomination and Remuneration Committeeand Board does not participate in the discussion of his / her evaluation.

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard has carried out performance evaluation of its own performance and that of itscommittees and individual Directors.

v. Number of Meetings of the Board

A calendar of meetings is prepared and circulated in advance to theDirectors. During the year five Board Meetings were convened and held the details ofwhich are given in the Report on Corporate Governance. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

vi. Composition of Committee Meetings

The composition of the Audit Committee Nomination and RemunerationCommittee & Stakeholders' Relationship Committee constituted by the Board under theCompanies Act and Listing Regulations as well as changes in the composition if any andno. of meetings held during the year forms part of the Report on Corporate Governance.

vii. Directors' Responsibility Statement

To the best of their knowledge and belief and according to theinformation and explanation obtained by them the Directors in terms of clause (c) ofSub-section (3) of Section 134 state that:

a) In the preparation of the annual accounts the applicable IndianAccounting Standards (IND AS) have been followed and there have been no materialdepartures;

b) Accounting policies as mentioned in the financial statements havebeen selected and applied consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at 31st March 2021 and of the profit of the company for the yearended on that date;

c) Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for prevention and detection of fraud andother irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls have been laid down for thecompany and that such internal financial controls are adequate and are operatingeffectively; and

f) Proper systems to ensure compliance with the provisions of allapplicable laws are in place and that such systems are adequate and operating effectively.

7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions which were entered into during thefinancial year were on an arm's length basis and in the ordinary course of business. Thereare no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

The statement that the transactions are at arm's length and in theordinary course of business is supported by a certificate from the Managing Director. TheCompany has also obtained the certificate from a Chartered Accountant on periodical basis.

All Related Party Transactions have been placed before the AuditCommittee for their approval and to the Board as and when required.

In certain cases prior omnibus approval of the Audit Committee isobtained on a yearly basis. The transactions entered into pursuant to the omnibus approvalso granted are reviewed by the Audit Committee on a quarterly basis.

The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website.

The disclosures as per Indian Accounting Standards (IND AS) fortransactions with related parties are provided in the Financial Statement of the Company.

8. RISK MANAGEMENT

Though the provisions related to the Risk Management Committee of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are not applicable tothe Company the Company has in place a Risk Management Committee of the Board CorporateRisk Management Committee and Segment Level Risk Committees.

The Company has a Risk Management framework to identify evaluatebusiness risks and opportunities. To strengthen the risk management framework Company hasSegment Level Risk Committees Corporate Risk Management Committee and Board level RiskManagement Committee. This framework seeks to minimize adverse impact on the businessobjectives and enhance the Company's competitive advantage.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The scope of the Internal Audit is decided by theAudit Committee and the Board. To maintain its objectivity and independence the Board hasappointed an external Auditor which reports to the Audit Committee of the Board on aperiodic basis.

The Internal Auditor monitors and evaluates the efficacy and adequacyof internal control systems in the Company its compliance with operating systemsaccounting procedures and policies for various functions of the Company. Based on thereport of Internal Auditor process owners undertake corrective action wherever requiredin their respective areas and thereby strengthen the controls further. Audit observationsand actions taken thereof are presented to the Audit Committee of the Board on periodicbasis.

During the reporting year Internal Financial Controls laid down by theBoard were tested for adequacy & effectiveness and no reportable material weakness inthe design or operations was observed. The Company has policies and procedures in placefor ensuring proper and efficient conduct of its business safeguarding of assetsprevention and detection of frauds and errors accuracy and completeness of accountingrecords and timely preparation of reliable financial information. Statutory Auditors havealso given unmodified audit opinion on adequacy of internal financial controls system withreference to financial statements.

10. AUDITORS

a) Statutory Auditors

The Auditors of the Company P G Bhagwat LLP (Formerly M/s P GBhagwat) Firm Registration No. 101118W/W100682 Chartered Accountants Pune wereappointed as StatutoryAuditorfora period of five years from 41st Annual GeneralMeeting. Accordingly the term of P G Bhagwat LLP as Statutory Auditor will be completedat the conclusion of this ensuing Annual General Meeting in terms of the said approval andSection 139 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules2014.

There are no qualifications reservations or adverse remarks ordisclaimers made by the Statutory Auditors in their Audit Report for the year ended 315tMarch 2021.

The Auditors of the Company P G Bhagwat LLP (Formerly M/s P GBhagwat) Firm Registration No. 101118W/W100682 Chartered Accountants Pune were theAuditors of the Company for two consecutive periods of 5 years each and are not eligiblefor re-appointment as Auditors of the Company for a further period. The Audit Committeeand Board of Directors of the Company have therefore recommended appointment of Kirtane& Pandit LLP (Firm Registration No. 105215W/ W100057) Chartered Accountants as theStatutory Auditors of the Company for a term of 5 (five) consecutive years from theconclusion of the 46th Annual General Meeting till the conclusion of the 51stAnnual General Meeting of the Company at such remuneration plus applicable taxes and outof pocket expenses as may be determined and recommended by the Audit Committee inconsultation with the Auditors and duly approved by the Board of Directors of the Company.

Details of the proposal for appointment of Kirtane & Pandit LLP aregiven in the Explanatory Statement to the Notice of the 46th Annual GeneralMeeting as required under Section 102 of the Companies Act 2013. Accordingly thenecessary resolution for appointment of Kirtane & Pandit LLP Chartered Accountantsfor a period of five year(s) is proposed for approval in the forthcoming Annual GeneralMeeting.

b) Cost Auditors

The Board of Directors had on the recommendation of the AuditCommittee appointed M/s Sudhir Govind Jog a proprietary firm to audit the cost accountsof the Company for the financial year 2021-22 on a remuneration of Rs. 0.6 Million.

As required under the Companies Act 2013 the remuneration payable tothe cost auditor is required to be placed before the Members in a general meeting fortheir ratification. Accordingly a resolution seeking Members' ratification for theremuneration payable to M/s Sudhir Govind Jog a proprietary firm as Cost Accountant forthe year ended on 31st March 2022 is proposed for approval in the forthcomingAnnual General Meeting.

c) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s SVD & Associates a partnership firm of Company Secretariesin Practice to undertake the Secretarial Audit of the Company. The report of theSecretarial Audit is annexed herewith as Annexure "1 "

There are no qualifications reservations or adverse remarks ordisclaimer made by the Secretarial Auditors in their Secretarial Audit Report for the yearended 31st March 2021.

M/s SVD & Associates a partnership firm of Company Secretaries hassubmitted Annual Secretarial Compliance Report as laid down in SEBI CircularCIR/CFD/CMD1/27/2019 dated 8th February 2019 and has also confirmed that theCompany has complied with all applicable SEBI Regulations and circulars / guidelinesissued thereunder for the financial year 2020-21. Observations made by the SecretarialAuditors in their Annual Secretarial Compliance Report for the year ended 31stMarch 2021 are self-explanatory.

11. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised theSecretarial Standards on Meetings of the Board of Directors (SS-1) and SecretarialStandards on General Meetings (SS-2) with effect from 1stOctober 2017. TheCompany is in compliance with the revised Secretarial Standards.

12. REPORTING OF FRAUDS BY AUDITORS

During the reporting year neither the statutory auditors nor thesecretarial auditor has reported to the Audit Committee under Section 143 (12) of theCompanies Act 2013 any instance of fraud committed against the Company by its officersor employees. Therefore no details are required to be provided in the Board's report.

13. CORPORATE GOVERNANCE

The Company strives to maximize the wealth of the shareholders bymanaging the affairs of the Company with pre-eminent level of accountability transparencyand integrity. A report on Corporate Governance including the relevant Auditors'Certificate regarding compliance with the conditions of Corporate Governance as stipulatedin Regulation 34 (3) read with Part E of Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed and forms part of the Annual Report.

State of Company's affairs and future outlook is provided in theManagement Discussion and Analysis Report annexed hereto forming part of Directors'Report.

14. ANNUAL RETURN

The Annual Return as provided under Sub-section (3) of Section 92 ofthe Companies Act 2013 is available on the following web-link :https://kirloskarpneumatic.com/site/assets/files/6407/annual_ return_2020-21.pdf

15. CORPORATE SOCIAL INITIATIVES

The Board has established a CSR Committee to monitor its CSRactivities. On the recommendation of the CSR Committee the Board of Directors has adopteda CSR Policy in line with the Companies Act 2013.

As part of its initiatives under Corporate Social Responsibility (CSR)the Company has undertaken projects in the areas of Promoting Education Education ofGirls Environment Health and Sanitation. These projects are largely in accordance withSchedule VII of the Companies Act 2013. During the reporting year the scope of some ofthe projects as stated in the CSR Policy was expanded to accommodate the needs andexpectations of the relevant stakeholders due to COVID-19 Pandemic.

This year of COVID-19 Pandemic was characterised by lockdowns andunlock related challenges for everyone including our CSR beneficiaries. Your Companythrough its Health & Hygiene initiatives has reached out to most of the schoolsadopted for its CSR activities and provided them need based supports like maskssanitizers liquid soap awareness displays sanitation material etc. for their reopening.COVID-19 related supports like grocery kits masks sanitizers etc. were also provided topeople living with HIV and their families through DISHA Initiative during and postlockdown periods. The education related CSR initiatives (Bharari and KaShi) also focusedon supporting girl education by facilitating eLearning byway of distributing tabletsestablishing eLearning facility in a school and conducting online classes etc. YourCompany is participating in Ramnadi Restoration Mission of Kirloskar Vasundhara Initiativeby way of supporting RRM School Project in which various activities for children from 20schools in the vicinity of Ramnadi river are being implemented. The details on CSRactivities are provided in Management Discussion Analysis Report.

During the reporting year the CSR Policy was amended pursuant toCompanies (Corporate Social Responsibility) Amendment Rules 2021 effective from 1stApril 2021. This CSR policy is available on the website of the Company.

CSR Policy in brief:

The focus of CSR activities will be on Education Environment andHealth.

While devising projects care would be taken to promote educationhealth and sanitation protect the environment and minimize adverse impact if any on thesociety at large.

The Company shall spend at least 2% (two percent) of the average netprofits calculated in accordance with the provisions of the Companies Act 2013 and Rulesthereunder made by it in three immediately preceding financial years in every financialyear.

The Annual Report on CSR Activities is annexed herewith as Annexure"2".

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith asAnnexure "3".

17. BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report as required under Regulation 34(2)(f) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amendedforms part of this Annual Report.

18. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF BALANCE SHEETAND THE DATE OF REPORT

There have been no material changes and commitments affecting thefinancial 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 this Report.

19. MAINTENANCE OF COST RECORDS

Your Company confirms that the maintenance of cost records as specifiedby the Central Government under sub-section (1) of section 148 of the Companies Act 2013is required by the Company and accordingly such accounts and records are made andmaintained.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its futureoperations.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for Directors andEmployees to report their genuine concerns details of which have been given in the Reporton Corporate Governance.

22. FIXED DEPOSIT

Your Company has discontinued accepting fixed deposits since 2001-02.As such as of 31st March 2021 there are no fixed deposits outstanding.

23. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and Employeesas required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 have beenannexed as Annexure "4" to this Report.

In accordance with the provisions of Section 197(12) of the CompaniesAct 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the names and other particulars of Employees are available at theRegistered Office of the Company during working hours for a period of 21 days before theAnnual General Meeting and shall be made available to any shareholder on request.

24. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

Your Company has formulated 'Prevention of Sexual Harassment of Womenat Workplace Policy' and the highlights are communicated to all Employees and alsodisplayed across all its locations as well as on its intranet.

Your Company has complied with provisions relating to constitution ofInternal Committee (IC) under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. IC meets every quarter and submits the minutes ofmeeting to the employer i.e. Managing Director. During the reporting year four suchmeetings were conducted and no complaint has been received.

During the reporting year to create ongoing awareness your Companyhas :

• Continued with a PoSH Awareness Module in its employee inductionprogram.

• Conducted nine workshops (in induction programs) for 28 newemployees.

25. EMPLOYEES

Your Company has taken several initiatives for Human ResourceDevelopment and manpower retention. Manpower is classified under Frontend Internal andSupport functions for better Customer Reach and Support. Assessment of performance througha robust and interactive PMS procedure identifying Learning needs through the 70-20-10format Career Counselling and Skill Development Programs are some of the initiativesadopted by your Company. Training programs are designed to enhance skills knowledge andbehaviour. Employees are motivated through empowerment and rewards for good performance.Adoption of 5S across the Company has led to a clean and healthy environment. Your Companyhas achieved an India benchmark employee engagement score of 85 in the engagement survey2019 conducted by an external Independent Agency. Your Company has been conferred with"Prize for Leadership in HR Excellence" in the 11th CM HR ExcellenceAward - 2020.

Your Company has 711 permanent employees on its rolls as on 31stMarch 2021.

26. ACKNOWLEDGEMENT

The outbreak of the COVID-19 pandemic resulted into loss of severallives in India and abroad. Various stakeholders have lost their colleagues closerelatives and acquaintances. The Directors regret this loss and are deeply grateful to andhave immense respect for every stakeholder who risked his / her life in fighting thispandemic.

The Directors wish to convey their appreciation to all employees fortheir individual efforts and collective contribution to your Company's performance underdifficult and challenging conditions. The Directors would also like to thank theshareholders customers dealers suppliers bankers and all other stakeholders for theircontinued support and confidence in the management of the Company.

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