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Lux Industries Ltd.

BSE: 539542 Sector: Industrials
NSE: LUXIND ISIN Code: INE150G01020
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OPEN 3499.20
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P/E 36.61
Mkt Cap.(Rs cr) 10,416
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OPEN 3499.20
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VOLUME 2641
52-Week high 4500.00
52-Week low 1341.00
P/E 36.61
Mkt Cap.(Rs cr) 10,416
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Lux Industries Ltd. (LUXIND) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 25th Annual Report and the Audited Statementof Accounts for the financial year ended March 31 2020.

1. Standalone Financial Highlights Rs. (in lakhs)

Particulars March 31 2020 March 31 2019
Revenue from Operations 120269.43 120868.07
Other Income 421.17 919.78
Total Revenue 120690.60 121787.85
Profit Before Tax 16696.86 15464.14
Tax Expense (Including Deferred Tax) 4095.56 5332.74
Profit after Tax 12601.30 10131.40

Consolidated Financial Highlights Rs. (in lakhs)

Particulars March 31 2020* March 31 2019
Revenue from Operations 120612.80 120704.77
Other Income 377.13 904.26
Total Revenue 120989.93 121609.03
Profit Before Tax 16344.72 15211.25
Tax Expense (Including Deferred Tax) 4096.45 5331.84
Profit after Tax 12248.28 9879.41

*Note: In the financial year 2019-20 Altai Industries Private Limited cease to be thesubsidiary of your company with effect from May 14 2019. Consolidated financial resultshighlights comprise of Lux Industries Limited and its subsidiaries Artimas FashionsPrivate Limited and Altai Industries Private Limited (till May 13 2019).

2. Operating & Financial Performance

This year we faced challenging and uncertain times as India got struck by Covid-19pandemic in mid-March 2020. Since then the government across states started implementingstringent lockdown measures which led to disruptions and halt in economic activitiesacross industries and sectors. The Company was growing at a healthy rate until the lastfew days of the year as Company had to temporarily shut its plants and business operationsas per the government's lockdown directives. This led to loss of revenue and in turnimpacted its bottom line.

Despite these challenging situations Company's performance is noteworthy and Companyhas been able to maintain its margins which are way better than industry average.

The EBIDTA of the Company for the Financial Year 2019-20 is H192.52 crores as againstH189.48 crores in previous Financial Year 2018-19. The PAT of the Company for the currentFinancial Year is H126.01 crores as against H101.31 crores in previous Financial Year. Theearnings per share is H49.90 against H40.12 in the previous year.

As the Company informed to the Stock Exchanges where the shares of the Company arelisted that with effect form 23rd March 2020 till the end of April 2020 plants wereclosed following the Government directives in the wake of COVID-19 outbreak.

The Company have been able to resume its plant operation from May 2020 after takingall regulatory approvals and are adhering to all requisite norms of Social DistancingHealth and Safety except lockdown period The Dankuni Plant of your company having an areaof 5 lakhs square feet is running at optimum capacity combined with cost efficiencymeasures have helped Company to improve margins. The Company has its other manufacturingcapacities at Dhulagarh Ludhiana and Tiruppur. The Company has its sales offices almostall over the country.

There is no change in the nature of the business of the Company. There was nosignificant and material order passed by regulators or courts or tribunal impacting thegoing concern status and Company's operation in future.

All factories of Company had been working efficiently during the year. Safety measuresand processes have been installed and improved upon at all plants and work sites.

3. Composite Scheme of Arrangement

During the year under review the Company has received NOC from SEBI for the CompositeScheme of Arrangement under Section 230 to 232 of the Companies Act 2013 (the‘Scheme") for Amalgamation of Transferor Companies i.e. J.M. Hosiery & Co.Limited and Ebell Fashions Private Limited into Transferee Company i.e. Lux Industrieslimited and has filed the Scheme before the NCLT the scheme is under process and expectedto be completed soon. The Appointed Date for the Scheme is April 1 2018.

4. Performance of Subsidiary Companies

Altai Industries Private Limited ceases to be the subsidiary of your company witheffect from May 14 2019. During the year under review Artimas Fashions Private Limitedceased to be a wholly owned subsidiary of the Company and becomes a subsidiary of theCompany and it has started manufacturing & selling of hosiery goods under the brandname of One8- Brand of Indian Cricket Team's Captain Virat Kohli.

5. Dividend

Over the years Lux has consistently followed a policy of paying high dividend keepingin mind the cash-generating capacities the expected capital needs of business andstrategic considerations. The board to give maximum returns to the shareholders hasapproved a pay out ratio of 25% of the annual Standalone Profit After Tax of the Company.

The Company recommended/declared dividend as under:

Financial Year 2019-20 Financial Year 2018-19
Dividend Per Share in H Dividend Per Share in H
Interim Dividend 10.00 -
Final Dividend (*)2.50 3.50
Total Dividend 12.50 3.50

* Recommended by the Board of Directors at its meeting held on June 29 2020. Thepayment is subject to the approval of the shareholders at the ensuing Annual GeneralMeeting (AGM) of the Company to be held on 24th September 2020.

6. Material Changes and Commitments

No material changes and commitments have occurred from the date of close of thefinancial year till the date of this Report which affects the financial position of thecompany.

7. Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Indian Accounting Standards issued by the Institute of Chartered Accountants ofIndia and forms an integral part of this Report.

Pursuant to section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of Subsidiaries is given in Form AOC-1 and annexed as Annexure- L.

8. Share Capital

During the year under review there were no changes in the Share Capital of theCompany.

9. Transfer to Reserves

The Company has not transferred any amount to the General Reserve during the financialyear under review.

10. Transfer to Investor Education and Protection Fund

During the financial year under review your Company has transferred unpaid/unclaimeddividend amounting to H194203/- for Financial Year 2011-12 to the Investor Educationand Protection Fund (IEPF) of the Central Government of India.

Dividend which remains unclaimed which was declared for the year ended March 31 2013at the Annual General Meeting held on September 27 2013 will be transferred to theInvestor Education and Protection Fund (IEPF) of the Central Government by November 2020pursuant to the provisions of the section 124 and 125 of the Companies Act 2013.Thereafter no claim shall lie on the Company for these unclaimed dividends. Shareholderswill have to make their claim with the IEPF Authority following the appropriate rules inthis regard. Equity Shares corresponding to the dividend unclaimed for seven consecutiveyears will also be transferred to the Demat account of the IEPF Authority. Individualnotices and necessary newspaper publication will be made in this regard.

6005 Equity shares in respect of 4 folios corresponding to the dividend for the yearended on March 31 2012 which remained unclaimed for seven consecutive years weretransferred to the IEPF Authority in compliance with Section 124 of the Companies Act2013 read with rule 6 of theInvestor Education and Protection Fund (Accounting AuditTransfer and Refund) Rules 2017 due individual notices to concerned Shareholders andadvertisements in newspapers were served by the Company in this regard.

200 Equity shares in respect of 1 folio corresponding to the dividend for the yearended on March 31 2013 which remained unclaimed for seven consecutive years will beliable to transfer to the IEPF Authority in compliance with Section 124 of the CompaniesAct 2013 read with rule 6 of the Investor Education and Protection Fund (AccountingAudit Transfer and Refund) Rules 2017. Due individual notices to concerned Shareholdersand advertisements in newspapers will be served by the Company so that they claim beforetransferring to avoid transfer of their shares to IEPF.

Equity Shares corresponding to the dividend declared for the year ended on March 312014 and remaining unclaimed for seven consecutive years will also be transferred to theIEPF if the dividend is not encashed within October 31 2021. Individual notices will besent to the concerned Shareholders and advertisements will be made in the newspapers inthis regard. The advertisement will also be made available on the website of the Company.

List of shareholders whose dividend remained unclaimed till the date of ensuing AGMwill be uploaded on the website of the company https://www.luxinnerwear.com/under theheading Investors Section. Shareholders are requested to check their unpaid dividend fromthe list and contact the Registrar & Share Transfer Agent or Company Secretary toencash these unpaid dividends.

11. Fixed Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of theCompanies Act 2013 and rules made there under during the year under review.

12. Particulars of Loans Guarantees or Investments

Details of the loan made by the Company are given below.

(Rs. In Lakhs)

Name Rate of Interest Max amount of Outstanding Purpose
Manamaa Garments 8% 59.96 Working Capital Loan
Artimas Fashions Private Limited 9% 691.63 Working Capital Loan
Jalan & Sons HUF 8% 16.93 Working Capital Loan

The details of investments made by company are given under the notes to the financialstatements.

13. Internal Control System and their adequacy

The Company has adequate internal control procedures commensurate with its size and thenature of its business for the purchase of inventories fixed assets and with regard tothe sale of goods and services. Details in respect of adequacy of internal financialcontrols with reference to the Financial Statements are stated in Management Discussionand Analysis which forms part of this Report.

14. Corporate Social Responsibility Initiatives

Pursuant to section 135 of the Companies Act 2013 read with rules made there underyour directors have constituted a Corporate Social Responsibility Committee. The Companyworks primarily through its CSR trust the Lux Foundation towards supporting projects inthe areas of healthcare the Company has also contributed funds for the schemesrelating to eradicating hunger and poverty promoting education animal and socialwelfare ensuring environmental sustainability making available safe drinking waterand medical aid. Contributions in this regard have been made to the registered trustsand/or section 8 companies which are undertaking such schemes.

During the year under review the Company has spent an amount of H191.90 Lakhs againsta prescribed amount of H242.80 Lakhs. The difference will be covered on finding rightprojects which will benefit the society at most and in which support will reach to thebeneficiaries directly.

The CSR Policy may be accessed on the Company's website at the link:https://www.luxinnerwear.com/upload%20pdf/Cgovernance/ policies_03.pdf

The Annual Report on CSR activities is annexed herewith as Annexure ‘B'.

15. Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations And DisclosuresRequirements) Regulations 2015 Management Discussion and Analysis Report is annexed asAnnexure ‘C' forming part of this Report.

16. Corporate Governance

Your Company is committed to maintain good Corporate Governance practices. Pursuant toRegulation 34(3) read with Part C of Schedule V of SEBI (Listing Obligations AndDisclosures Requirements) Regulations 2015 a separate section on Corporate Governancetogether with a certificate from the Company's Auditor confirming compliance is set out inAnnexure ‘D' and Annexure ‘F' forming part of this report. Further a declarationon the Code of Conduct is given in Annexure ‘E'.

17. CEO and CFO Certification

As required under Part E of Schedule V of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 the CEO and CFO certification on the accounts of theCompany as given by Mr Pradip Kumar Todi Managing Director and Mr Ajay Kumar PatodiaChief Financial Officer is set out in Annexure ‘E' forming part of this report.

18. Directors & Key Managerial Personnel

Retirement by Rotation

Mrs Prabha Devi Todi Executive Director (DIN: 00246219) retires by rotation andbeing eligible offers herself for re-appointment. The Directors recommend herre-appointment.

Brief resume/details of Mrs Prabha Devi Todi (DIN: 00246219) is furnished in theannexure to the notice of the ensuing Annual General Meeting as required under the Code ofCorporate Governance.

The following persons have been designated as KMP of the Company in compliance with theprovision of section 203 of the Companies Act 2013.

Sl. No. Name of the KMP Designation
1. Mr Ashok Kumar Todi Whole-time Director
2. Mr Pradip Kumar Todi Managing Director
3. Mr Ajay Kumar Patodia Chief Financial Officer
4. Mrs Smita Mishra Company Secretary & Compliance Officer

There has been no change in KMP during the year under review.

Declarations from Independent Directors

All Independent Directors have given declarations under section 149(7) declaring thatthey meet the criteria of independence as laid down under section 149(6) of the CompaniesAct 2013.

Familiarisation Program

At the time of appointing a Director a formal letter of appointment is given tohim/her which inter alia explains the role function duties and responsibilitiesexpected of him/her as a Director of the Company. The format of the letter of appointmentis available on our website at http://www.luxinnerwear.com/upload%20pdf/Cgovernance/id_02.pdf. The Director is also explained in detail the various compliancesrequired from him/her as a director under various provision of Companies Act 2013 andsuch other rules and regulations.

The Directors are also updated about the financials of the company and new productlaunches. They are also provided with the booklets relating to the business and operationsof the company. They are updated on the changes in relevant corporate laws relating totheir roles and responsibilities as Directors from time to time.

During the financial year under review your Company organized familiarization programsfor the Directors in accordance with the requirements of Listing Regulations. TheDirectors were also provided with relevant documents reports and internal policies toenable them to familiarize with your Company's procedures and practices from time totime besides regular briefing by the members of the senior leadership team.

The details of such familiarization programs for Independent Directors may be accessedon the company's website:- https://www.luxinnerwear.com/upload%20pdf/Cgovernance/id_01.pdf

Board Evaluation

Pursuant to the provisions of section 178 of Companies Act 2013 and Regulation 17 19& 20 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 theBoard has carried out an evaluation of its own performance the performance of individualdirectors as well as the working of its Audit Nomination & Remuneration Committees.The manner in which the evaluation has been carried out has been explained in Nomination& Remuneration Policy in the Corporate Governance Report. Further the IndependentDirectors of the Company met once during the year on February 13 2020 to review theperformance of the executive directors Chairman of the Company and performance of theBoard as a whole. Details of separate meeting of Independent Director are given in theCorporate Governance Report.

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report. Andalso has been posted on the Company's website:- https://www.luxinnerwear.com/upload%20pdf/Cgovernance/policies_07.pdf

Meetings

Minimum four meetings which are scheduled in advance are held annually. A calendar ofmeetings is prepared and circulated in advance to all the Directors. Additional meetingif any is convened by giving appropriate notice in order to meet the requirements.

During the year four Board Meetings and four Audit Committee Meetings were convenedand held. Details are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013 andsuch other rules and regulations.

19. Director's Responsibility Statement

Pursuant to the requirement under section 134 clause (c) of sub section (3) of theCompanies Act 2013 the directors confirm:

a. that in the preparation of the annual accounts for the year ended March 31 2020the applicable accounting standards have been followed along with proper explanationrelating to material departure if any;

b. that such accounting policies as mentioned in the notes to annual accounts have beenselected and applied consistently and judgments and estimates have been made that werereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2020 and of the profit of the Company for the year ended on thatdate;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that the annual accounts of the Company have been prepared on a going concern-basis;

e. that proper internal financial controls are in place and that the financial controlsare operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable lawsare in place and that such systems were adequate and operating effectively.

20. Related Party Transactions

All related party transactions that were entered into during the financial year were atarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with the PromotersKey Managerial Personnels or other designated persons which may have potential conflictwith interest of the company at large. All the related party transactions are reviewed bythe Audit Committee. The prescribed Form AOC-2 is not applicable to the Company. A policyon related party transactions and dealing with related parties as approved by the Boardhas been posted on the company's websitehttps://www.luxinnerwear.com/upload%20pdf/Cgovernance/ policies_09.pdf Further as requiredunder Part A of Schedule V of SEBI (Listing Obligations And Disclosure Requirements)(Amendment) Regulations 2018 following promoters are holding more than 10% ofshareholding with whom transactions were held by the Company.

1. Mr Ashok Kumar Todi

2. Mr Pradip Kumar Todi

3. Mrs Prabha Devi Todi

4. Mrs Bimla Devi Todi

5. Mrs Shobha Devi Todi.

Disclosure of transaction with above-mentioned promoters were given in the notes no. 33to accounts.

21. Subsidiaries Associate and Joint Ventures Companies

The Company has one Subsidiary Artimas Fashions Private Limited (Unlisted PrivateLimited Company) and during the year under review Altai Industries Private Limited ceaseto be the subsidiary of your company with effect from May 14 2019. Further the Companydoes not have associate and there were no joint ventures entered into by the company.

22. Vigil Mechanism

The Company has a vigil mechanism contained in the Whistle Blower Policy in terms ofsection 177 of the Companies Act 2013 and Regulation 22 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 to deal with instances of fraud andmismanagement if any. The purpose of this policy is to provide a framework to promoteresponsible and secure whistle blowing. The Whistle Blower Policy also provides employeesto report instances of leak of unpublished price sensitive information as required undersub regulation 6 of Regulation 9A of SEBI(Prohibition of Insider Trading) Regulations2015. It protects employees wishing to raise a concern about serious irregularities withinthe Company. A quarterly report with number of complaints if any received under thePolicy and their outcome is placed before the Audit Committee and the Board. The policy onvigil mechanism may be accessed on the company's website:-http://www.luxinnerwear.com/upload%20 pdf/Cgovernance/policies_10.pdf

23. Auditor's Report/Secretarial Audit Report

The observation made in the Auditors' Report read together with relevant notes thereonare self-explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

As required under section 204 (1) of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr Mohan Ram Goenka of M/s MR & Associates Practicing Company Secretariesto undertake the Secretarial Audit of the Company. The Secretarial Auditor's Report isannexed herewith as Annexure ‘H'.

24. Auditors

M/s S K Agrawal And Co. Chartered Accountants (Firm Registration Number: 306033E)Statutory Auditors of the Company have submitted their Independent Auditor's report on thefinancial statement of the Company for the year ended on March 31 2020.

Members of the Company at the Annual General Meeting (AGM) held on September 21 2017approved the appointment of M/s. S K Agrawal And Co. Chartered Accountants as theStatutory Auditor of the Company for a period of five years commencing from the conclusionof the 22nd AGM of the company held on September 21 2017 until the conclusion of the 27thAGM of the company to be held in the year 2022.

In terms of provision relating to appointment of statutory auditor forming part of thecompanies amendment Act 2017 notified on May 7 2018 ratification of the appointment ofStatutory Auditors at every AGM is no more a legal requirement. Accordingly the noticeconvening the ensuing AGM does not carry any resolution on ratification of the appointmentof Statutory Auditor of the Company for financial year ending March 31 2020.

25. Insider Trading Code

In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 (‘the PIT Regulations') on prevention of insider tradingyour Company had instituted a comprehensive Code of Conduct for regulating monitoring andreporting of trading by Insiders. The said Code lays down guidelines which adviseInsiders on the procedures to be followed and disclosures to be made in dealing with theshares of the Company and cautions them on consequences of non-compliances. During theyear under review there is no change in the Code made by the Company. Your Company hasfurther put in place a Code of practices and procedures of fair disclosures of unpublishedprice sensitive information during the year under review no changes in this Code was madeby the Company. Both the aforesaid Codes are in line with the PIT Regulations. The codemay be accessed on the Company's website https://www.luxinnerwear.com/upload%20pdf/Cgovernance/policies_02.pdf

26. Ratings

During Financial Year under review Acuite Research & Ratings

Limited (Previously known as SMERA Ratings Limited) has reaffirmed the followingratings given to the Company:(H in Crores)

Ratings Amount Category
ACUITE AA 374.18 Long-Term Instruments
ACUITE A1+ 1.50 Short Term Instruments
ACUITE A1+ 50.00 Commercial Paper

27. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure ‘I'.

28. Business Responsibility Report

The Company was ranked 423 by National Stock Exchange out of 500 top listed companiesin India based on market capitalization as on January 31 2019. Accordingly in compliancewith regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has prepared Business Responsibility Report which formspart of the Annual Report as Annexure ‘J'. The Report provides a detailed overview ofinitiatives taken by your Company from environmental social and governance perspectives.

29. Business Risk Management

The Board of the company realizes that risk evaluation and risk mitigation is its vitalresponsibility. Pursuant to section 134 (3) (n) of the Companies Act 2013 &Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 the Company has constituted a Risk Management Committee. The details of thecommittee and its terms of reference are set out in the Corporate Governance Reportforming part of the Board's Report. Identifying critical risks and their mitigation invarious departments of the Company is an ongoing process. The Company has not identifiedany material element of risk which may threaten the existence of the Company.

30. Industrial Relation

During the year under review the industrial relations remained cordial and stable. Thedirectors wish to place on record their appreciation for the excellent cooperationreceived from the employees at all levels.

31. Particulars of Employees

As on March 31 2020 total number of employees on the records of your Company was 1561as against 1496 in the previous Financial Year. Your Directors place on recordtheir appreciation for the significant contribution made by all employees who throughtheir competence dedication hard work co-operation and support have enabled theCompany to cross new milestones on a continual basis.

The ratio of remuneration of each director to the median of employee's remuneration asrequired under section 197 (12) of the Companies Act 2013 read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedherewith as Annexure ‘K(i)'.

A statement containing the names of top 10 employees in terms of remuneration drawn andevery person employed throughout the year who were in receipt of remuneration in terms ofrule 5(2) and 5(3) of the Companies (Appointment and Remuneration Personnel) Rules 2014 isannexed herewith as Annexure ‘K(ii)'.

32. Prevention of Sexual Harassment at workplace

Your company is committed to provide a work environment which ensures that everyemployee is treated with dignity respect and equality. There is zero tolerance towardssexual harassment. Any act of sexual harassment invites serious disciplinary action. Thecompany has established policy against Sexual Harassment for its employee. The Company hadalso constituted a Prevention of Sexual Harassment Committee. The policy allows anyemployee to freely report any such act and prompt action will be taken thereon. Furtherdetails relating of complaints filed disposed and pending during the financial year isprovided in the Corporate Governance report of this Annual Report.

33. Board Policies

During the year Company has not approved any new policy however some existing policieswere amended and revised by the board as required under Companies Act 2013 and SEBI(Listing Obligations and Disclosures Requirements) (Amendment) Regulations 2018. Thepolicies are reviewed periodically by the Board and updated as needed.

During the year board revised and adopted following policies:

Name of the Policy Summary of Key Changes Web link (if any)
Nomination and Remuneration Policy The Nomination and Remuneration Policy was amended in line with SEBI (LODR) Regulations 2015 and Companies Act 2013 as amended from time to time. https://www.luxinnerwear.com/upload%20pdf/Cgovernance/policies_07.pdf
Dividend Distribution Policy The Dividend Distribution Policy was amended to include the minimum pay out ratio. https://www.luxinnerwear.com/upload%20 pdf/Cgovernance/policies_14.pdf

34. Annexures forming part of Board Report

The Annexures referred to in this Report and other information which are required to bedisclosed are annexed herewith and form a part of this Report of the Directors:

Annexure Particulars
Annexure - A Dividend Distribution Policy.
Annexure - B Annual Report on Corporate Social Responsibility (CSR) Activities.
Annexure - C Management Discussion and Analysis Report.
Annexure - D Report on Corporate Governance.
Annexure - E Certification by Managing Director and Chief Financial Officer of the Company.
Annexure - F Auditors' Certificate on Corporate Governance.
Annexure - G Certificate from Practicing Company Secretary.
Annexure - H Secretarial Auditor's Report.
Annexure - I Extract to the Annual Return in Form MGT-9.
Annexure –J Business Responsibility Report (‘BRR').
Annexure - K (i) Details pertaining to remuneration as required under section 197 (12) of the Companies Act 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
(ii) Statement containing the names of top ten employees as required under section 197(12) of the Companies Act 2013 read with the rule 5(2) and 5(3) of the Companies (Appointment and Remuneration Personnel) Rules 2014.
Annexure - L Statement containing salient features of the financial statements of Subsidiaries in Form AOC-1.
Annexure - M Conservation of Energy Technology Absorption and Foreign Exchange Earning and Outgo.

35. Conservation of Energy Technology Absorption and Foreign Exchange Earning andOutgo:

The particulars relating to conservation of energy technology absorption and foreignexchange earnings and outgo required to be disclosed under section 134(3) (m) of theCompanies Act 2013 are annexed here to and forms part of this report as Annexure‘M'.

36. Acknowledgement

Your Board wishes to place on record its sincere appreciation for the continuedassistance and support extended to the company by its customers vendors investorsbusiness associates banks government authorities employees and other stakeholders.

.