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Mold-Tek Technologies Ltd.

BSE: 526263 Sector: Engineering
NSE: MOLDTECH ISIN Code: INE835B01035
BSE 00:00 | 30 Jul 92.45 -0.50
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OPEN 90.00
PREVIOUS CLOSE 92.95
VOLUME 7975
52-Week high 107.95
52-Week low 31.60
P/E 23.41
Mkt Cap.(Rs cr) 259
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 90.00
CLOSE 92.95
VOLUME 7975
52-Week high 107.95
52-Week low 31.60
P/E 23.41
Mkt Cap.(Rs cr) 259
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mold-Tek Technologies Ltd. (MOLDTECH) - Director Report

Company director report

DEAR MEMBERS

Your Directors have pleasure in presenting the 36th AnnualReport and the Audited Statement of Accounts for the year ended 31st March2020.

FINANCIAL RESULTS:

The Company's operating performance during the year ended 31stMarch 2020 is summarized below. ' in Lakhs

Particulars

Standalone Year ended 31st March

Consolidated Year ended 31st March

2020 2019 2020 2019
Sales 9085.01 7826.95 10098.24 8937.89
Other Income 52.17 174.87 52.19 174.95
Total Income 9137.18 8001.82 10150.43 9112.84
Profit before Interest Depreciation & Tax 1968.28 2009.99 2009.18 2057.83
Interest 73.03 37.25 73.03 37.25
Depreciation & Preliminary 544.84 352.79 554.51 368.96
Profit/(Loss) before Tax 1350.41 1619.95 1381.64 1651.62
Provision for tax 305.89 457.92 306.89 459.60
Profit/(Loss) after Tax 1044.52 1162.03 1074.75 1192.02
Profit/(Loss) brought forward from previous year 2061.96 1183.15 2145.48 1236.68
Add: Other Comprehensive Income (82.75) (51.05) (82.75) (51.05)
Profit available for appropriation 3023.73 2294.13 3137.48 2377.65
Appropriations
Dividends (including corporate dividend tax) (975.49) (232.17) (975.49) (232.17)
Transferred to General Reserve - - - -
Others - - - -
Balance Carried forward 2048.24 2061.96 2161.99 2145.48

OPERATIONS:

In FY 2019-20 Company's revenues have increased from $12.12 million to$13.24 million in Dollar terms a growth of 9.24%. Due to disruption in March 2020 andlockdown revenues and profitability are affected to some extent.

On a Consolidated basis the Company achieved a revenue of ' 9533.37Lakhs in rupee terms as against ' 8426.65 Lakhs achieved during the previous yearreflecting a growth of 13.13% for FY 2019-20.

On a Standalone basis the Company achieved a revenue of ' 8520.14Lakhs as against ' 7315.70 Lakhs achieved during the previous year reflecting a growth of16.46% for FY 201920.

Civil Engineering Services (CES) grew from $ 10.18 million to $ 10.72million by 5.30% and the Mechanical Engineering Services (MES) grew from $ 1.71 millionto $ 2.45 million i.e. by 43.27%.

Profits impacted by Mark to Market (MTM) losses:

USD INR depreciated sharply by 5.63% since start of January 2020 from '71.37 to ' 75.39 by end of March 2020. The Mark to Mark to Market losses due to suddendrop in Rupee value amounting to ' 323.17 Lakhs for the full year made a huge impact onthe profitability for the financial year ending 31st March 2020.

The consolidated Profit before Mark to Market (MTM) for the FinancialYear 2019-20 has gone up from ' 1478.79 Lakhs to ' 1704.81 Lakhs up by 15.28% andstandalone Profit before Mark to Market (MTM) for the Financial Year 2019-20 has gone upfrom ' 1447.13 Lakhs to ' 1673.58 Lakhs up by 15.65%. However after deducting MTM lossesthe consolidated PAT is down by 9.84% compared to last FY.

FUTURE OUTLOOK:

The COVID-19 pandemic is expected to trigger long-term and short-termimpacts on the construction and building industry.

To contain the spread of the virus many construction sites are beingshut down while construction projects are being put on hold or re-evaluated.

With the Sufficient "Work on hand" till July 2020 thecompany could perform better in structural engineering services in the Q1 2020-21 inspiteof the pandemic situations in construction business over the globe especially in UnitedStates. However the order flow improved from June 2020 and the Company started receivingdecent size orders from the Tier I clients due to which the future could be better for theCompany. As United States is partially in lock down situation and construction businessalso affected it is hard to predict at present has (a) the future impact on the business.

However there is only moderate change in the European MechanicalEngineering Services business as it is limping back to normalcy. We are expecting thesituation to improve in future with better orders.

During the Lock Down period from middle of April we ensured that allEmployees who have the required Internet access Company has arranged the Systems andnecessary hardware / software / VPN / Cloud Access to Work from Home.

During the Q1 2020-21 Company has established Work From Home protocolfor the first time and established necessary hardware and infrastructure to effectivelymanage such future disruptions if any.

CHANGE IN THE NATURE OF BUSINESS:

There is No change in the nature of Business.

The Company is into Structural Engineering and Design services of Civiland Mechanical to clients majorly located in United States of America and Europeancountries.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY:

No material changes and commitments affecting the financial position ofthe Company have occurred between the end of the financial year to which the financialstatements relate and the date of this Directors' Report.

COVID-19- BRIEF IMPACT ANALYSIS:

The World Health Organisation (WHO) declared the corona virus disease(COVID-19) outbreak a global pandemic on 11th march 2020 and subsequently Government ofIndia (GOI) on 23rd March 2020 to control the spread declared a nationwide lockdownfrom the mid-night of 23rd March 2020 following a one day Janta Curfew.

The pandemic has triggered a significant downturn throughout the worldand has impacted the normal business operations of the company by way of interruption indifferent functions of the company. However under the operational guidelines as issued byMinistry of Home Affairs the company has commenced its operations in a phased manner andhas adopted proactive measures to comply with various guidelines.

The management has conducted a detailed assessment and evaluation ofits liquidity position recoverability of assets loans and receivables etc. inaccordance of IND AS and based on current estimates has concluded that the impact is notmaterial.

However due to the uncertainties involved with its nature and durationand the resultant operational guidelines the actuals may differ from the estimatesconsidered in the financials. The impact assessment of COVID-19 is a continuing processand the company will continue to monitor any material economic changes.

SUBSIDIARY:

As on 31st March 2020 the company has "Mold-TekTechnologies Inc." as its Subsidiary. The financial position of the said company isgiven in the notes to consolidated Financial statements.

The Highlights of the performance of subsidiary is as follows:

Particulars Mold-Tek Technologies Inc (Amount in ')
Total Income 750984381/-
Total COGS 645503920/-
Gross profit 105480461/-
Total Expenses 103561040/-
Net ordinary Income 1919421/-
Current Tax 99831/-
Deferred Tax Liability NIL
Profit after Tax 1819590/-

The audited accounts of the subsidiary company is placed on theCompany's website and it is available for inspection at the registered office of theCompany during working hours. The Company will make available a copy thereof to any memberof the Company who may be interested in obtaining the same.

Pursuant to the provisions of Section 129 (3) of the Companies Act2013 a statement containing salient features of financial statements of subsidiary inForm AOC 1 is attached in Annexure-A

CONSOLIDATED FINANCIAL STATEMENTS (CFS):

The Consolidated Financial Statements of your Company for the financialyear 2019-20 are prepared in compliance with applicable provisions of the Companies Act2013 read with the Rules issued thereunder applicable Accounting Standards and theprovisions of SEBI (LODR) Regulations2015 (hereinafter referred to as the "ListingRegulations"). The consolidated financial statements have been prepared on the basisof audited financial statements of your Company its subsidiary as approved by therespective Board of Directors.

The Consolidated Financial Statements should therefore be read inconjunction with the Directors' report financial notes cash flow statements and theindividual auditor reports of the subsidiary.

Pursuant to provisions of section 129(3) of the Companies Act 2013 astatement containing salient features of the financial statements of the Company'ssubsidiary is attached to the financial statements of the Company.

TRANSFER TO RESERVES:

The Board of Directors of the Company have not recommended for transferof any amount to the General Reserve for the financial year ended 31st March 2020.

DIVIDEND:

The Board has decided not to recommend the final dividend amidstCOVID-19 Pandemic in the Board Meeting held on 17' June 2020 and will put forward inAnnual General Meeting (against the previous year final dividend of ' 0.60/- per equityshare @30% of paid up equity share of face value of ' 2/- each) as the businesses all overthe world have been affected including that of Mold-Tek Technologies Limited.

The Board has recommended interim dividend on 11th March2020 of ' 1.50/- (75%) per equity share (against previous year interim dividend ' 0.80/-per equity share @40% of paid up equity share of ' 2/- each) for the financial year ended31st March 2020.This will entail an outflow of ' 505.50 Lakhs (Inclusive ofdividend tax).

The dividend payout for the years under review has been formulatedkeeping in view your Company's need for capital for its growth plans and the intent tofinance such plans through internal accruals to the optimum.

Equity shares that may be allotted on or before the Book Closure willrank paripassu with the existing shares and will be entitled to receive the dividend.

SHARE CAPITAL AND CONSEQUENT CHANGES AUTHORISED SHARE CAPITAL:

The Authorised Share Capital of the Company as on 31st March2020 stands at ' 130000000/- (Rupees Thirteen Crores only) divided into 65000000(Six Crores Fifty Lakhs) Equity Shares of ' 2/- (Rupees Two Only) each. During the yearthere has been no change in the Authorised Share Capital of the Company.

PAID UP SHARE CAPITAL:

The paid up equity share capital of the company is ' 55908556/-divided into 27954278 equity shares of face value of ' 2/- each as on 31stMarch 2020.

The Board of Directors in the meeting held through circular resolutionon 11th October 2019 allotted 107950 equity shares of face value of ' 2/- eachat a price of ' 35/- [comprising nominal value of ' 2/- and premium of ' 33/- each] to itsemployees who have exercised the option vested on them under the Mold-Tek TechnologiesEmployees Stock Option Scheme 2016.

Post allotment the paid up share capital of the company has

been increased to ' 55908556/-from 55692656/- divided into27954278 equity share of face value of ' 2/- each as on 31st March 2020.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans guarantees and investments covered under Section 186 of theCompanies Act 2013 form part of the notes to the financial statementsprovided inthis Annual Report.

DEPOSITS:

The company has neither accepted nor renewed any deposits from publicwithin the meaning of section 73 of the Companies Act 2013 read with Companies(acceptance of Deposits) Rules 2014 during the year under review.

AUDIT COMMITTEE:

The Audit Committee consists of Dr.Vasant Kumar Roy Chintamaneni(Independent Director) Mr. Togaru Dhanrajtirumala Narasimha (Independent Director)Mr.Venkata Appa Rao Kotagiri (Independent Director) as members. The Committee inter aliareviews the Internal Control System Reports of Internal Auditors and Compliance ofvarious regulations. The Committee also reviews the financial statements before they areplaced before the Board.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company's internal audit systems are geared towards ensuringadequate internal controls commensurate with the size and needs of the business with theobjective of efficient conduct of operations through adherence to the Company's policiesidentifying areas of improvement evaluating the reliability of Financial Statementsensuring compliances with applicable laws and regulations and safeguarding of assets fromunauthorized use.

Details of the internal controls system are given in the ManagementDiscussion and Analysis Report which forms part of the Directors' Report.

DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL

All the Independent Directors have given declarations that they meetthe criteria of independence as laid down under Section 149 (6) of the Companies Act 2013and Regulation 16 of SEBI (LODR Regulations) 2015. In the opinion of the Board theyfulfil the conditions of independence as specified in the Companies Act 2013 and theRules made there under and are independent of the management.

Based on the confirmations received none of the Directors aredisqualified for being appointed/re-appointed as directors in terms of Section 164 of theCompanies Act 2013.

In accordance with the provisions ofSection 152 of the Companies Act2013 Mr. A. Subramanyam Non-executive Promotor Director of the Company is liable toretire by rotation and is eligible for re-appointment.

Dr. K Venkata Appa Rao (DIN: 01741020) Dr. Surya Prakash

Gulla (DIN: 02891694) and Mr.Vasant Kumar Roy Chintamaneni (DIN:01102102) were re-appointed as Independent Directors for a second term of five years atthe 35th AGM by way of special resolution.

Dr. Surya Prakash Gulla had resigned from the Board on 3rd March 2020and Mr.Sobhana Chalam Kesaboina was appointed as an Additional Director (IndependentDirector Category) with effect from 11th March 2020 and the same has been approved andtaken on record by the board of directors at its meeting held on 11th March 2020.

Pursuant to the provisions of regulation 36 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Secretarial Standard 2 onGeneral Meetings issued by ICSI brief particulars of the directors proposed to beappointed/ reappointed are provided as an annexure to the notice convening the AGM.

Mrs. Sakshi Garg has resigned from the position of Company Secretaryand Compliance Officer of the company with effect from 11th March 2020 and thesame has been approved and taken on record by the board of directors at its meeting heldon 11th March 2020.

Ms. Manipatruni Swati Patnaik was appointed as Company Secretary andCompliance Officer of the company with effect from 12th March 2020 and the same has beenapproved and taken on record by the board of directors at its meeting held on 11th March2020.

EMPLOYEE STOCK OPTION SCHEME

The Company has in operation Mold-Tek Technologies Employees StockOption Scheme 2016 for granting stock options to the employees of its company inaccordance with Securities Exchange Board of India (Share Based employee benefits)Regulations 2014.

There have been no Changes in the Scheme. Disclosures pursuant toRegulation 14 of the Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 are enclosed as Annexure - B to this report.

The Annexure - B is also available on website of the company atwww.moldtekgroup.com.

GOVERNANCE GUIDELINES:

The Company has adopted Governance Guidelines or code of conduct onBoard Independent Directors Key Managerial Personnel or Senior Managerial Personnel. TheGovernance Guidelines or code of conduct cover aspects related to role of the Boarddiversity definition of independence and duties of independent Directors Code ofConduct Moral ethics and principles to be followed.

STATEMENT ON COMPLIANCE WITH APPLICABLESECRETARIAL STANDARDS

It is hereby stated that the Company has duly complied with applicableSecretarial Standards for the year 2019-20.

NOMINATION REMUNERATION AND PERFORMANCE EVALUATION POLICY

The requisite details as required by Section 134(3) Section 178(3)&(4) of Companies Act 2013 and Regulation 34 of SEBI (LODR) Regulations 2015 isprovided in the Corporate Governance Report. During the year under review pursuant to theprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the evaluation of performance of all Directors isundertaken annually. The Company has implemented a system of evaluating performance of theBoard of Directors and of its Committees and individual Directors on the basis of astructured questionnaire which comprise evaluation criteria taking into considerationvarious performance related aspects.

The Board of Directors has expressed their satisfaction with thevaluation process.

TRANSACTION WITH RELATED PARTIES

The requisite details as required by Section 134 &188 of CompaniesAct 2013 and Regulation 23 34(3) of SEBI (LODR) Regulations 2015 is provided in theCorporate Governance Report.

The details as per form AOC-2 are enclosed as Annexure C. BOARD ANDCOMMITTEE MEETINGS

Details of the composition of the Board and its Committees and of theMeetings held and attendance of the Directors at such Meetings are provided in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Section 173(1) of Companies Act 2013 and Regulation 17(2)SEBI (LODR) Regulations 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the InternalStatutory Cost and Secretarial Auditors and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during the financialyear 2019-20.

Accordingly pursuant to Section 134 (3) (c) and 134 (5) of theCompanies Act 2013 the Board of Directors to the best of their knowledge and abilityconfirm that:

i. in the preparation of the annual accounts the applicable accountingstandards have been followed and that there are no material departures;

ii. they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively;

vi. they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted the declaration ofindependence as required pursuant to sub-section (7) of section 149 of the Companies Act2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 stating that they meet the criteria of independence as provided insub-section (6) of Section 149 and Regulation 16(1)(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 the Company hasconstituted CSR Committee constituting 1 Executive Director 2 Non Executive PromoterDirectors and 1 independent Director chaired by Mr. J. Lakshmana Rao. The composition ofthe Corporate Social Responsibility Committee meets the requirements of Section 135 of theCompanies Act 2013. The Board of Directors based on the recommendations of theCommittee formulated a CSR Policy. The requisite details on CSR activities pursuant toSection 135 of the Companies Act 2013 and as per Annexure attached to the Companies(Corporate Social Responsibility Policy) Rules 2014 are annexed as Annexure D tothis Report.

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT ATWORKPLACE

The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment at theWorkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules there under. The policyaims to provide protection to employees at the workplace and prevent and redresscomplaints of sexual harassment and for matters connected or incidental thereto with theobjective of providing a safe working environment where employees feel secure. TheCompany has also constituted an Internal Complaints Committee known as the Prevention ofSexual Harassment (POSH) Committee to

inquire into complaints of sexual harassment and recommend appropriateaction. In the Financial year 2019-20 the Company has not received any complaints whichfall within the scope of this policy. The policy is available on website of the company athttp://moldtekengineering.com/investor.html

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy establishing vigilmechanism to provide a formal mechanism to the Directors and employees to report concernsabout unethical behaviour actual or suspected fraud or violation of Code of Conduct andEthics. It also provides for adequate safeguards against the victimization of employeeswho avail of the mechanism and provides direct access to the Chairperson of the AuditCommittee in exceptional cases. It is affirmed that no personnel of the Company has beendenied access to the Audit Committee. The policy of vigil mechanism is available on theCompany's website. The Whistle Blower Policy aims for conducting the affairs in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behaviour.

The requisite details as required by Section 177 of Companies Act 2013and Regulation 22 &34 (3) of SEBI (LODR) Regulations 2015 is provided in theCorporate Governance Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators orCourts or Tribunals which would impact the going concern status of the Company and itsfuture operations.

AUDITORS;

(1) Statutory Auditors

M/s. Anandam & Co. Chartered Accountants (Firm Registration Number000125S) were appointed as the Statutory Auditors by the Members of the Company at the 33rdAnnual General Meeting (AGM) to hold office from the conclusion of the 33rd AGMuntil the conclusion of the 38th AGM for audit up to the financial year endingas on 31st March 2022 (subject to ratification by the Members at everysubsequent AGM) in accordance with the provisions of the Act. Accordingly the StatutoryAuditors in 35th AGM held on 30th September 2019 had been ratified until the conclusionof the 38th AGM.

The requirement to place the matter relating to appointment of Auditorsfor ratification by members at every Annual General Meeting is done away with videnotification S.O. 1833(E) dated 7th May 2018 issued by the Ministry of Corporate AffairsNew Delhi.

The notes to the accounts referred to in Auditors' Report areself-explanatory and do not call for any further comments. The Audit Report does notcontain any qualification reservation or adverse remark.

(2) INTERNAL AUDITORS:

The Board of Directors of the Company have appointed M/s. Praturi &Sriram Chartered Accountants as Internal Auditors to conduct Internal Audit for theFinancial Year ended 31st March 2021.

(3) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed Mr. Ashish Kumar Gaggar Practicing Company Secretary toundertake the Secretarial Audit of the Company for the year ended 31st March 2020. TheSecretarial Audit Report is annexed as Annexure-E. The Auditors' Report and theSecretarial Audit Report for the financial year ended 31st March 2020 do not contain anyqualification reservation adverse remark or disclaimer except the observations providedthereunder.

Pursuant to the provisions of Regulation 24A of the SEBI (LODR)Regulations 2015 the Board of Directors of the Company had appointed Mr. Ashish KumarGaggar Practicing Company Secretary to undertake the Annual Secretarial Compliance Auditof the Company for the year ended 31st March 2020. The Annual Secretarial ComplianceReport is annexed as Annexure-E1. The Annual Secretarial Compliance Report for thefinancial year ended 31st March 2020 do not contain any qualification reservationadverse remark or disclaimer except the observations provided thereunder.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

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 as AnnexureF

PARTICULARS OF EMPLOYEES:

The Company has not employed any individual whose remuneration fallswithin the purview of the limits prescribed under the provisions of Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

PARTICULARS OF REMUNERATION

The information required under Section 197 (12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure G.

The information required under Rule 5 (2) and (3) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in theAnnexure forming part of the Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12 (1)of the Companies (Management and Administration) Rules 2014 the extract of Annual Returnin form MGT-9 is annexed as Annexure H.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

The Management Discussion and Analysis Report and the Report onCorporate Governance as required under Regulation 34 (2) of SEBI (LODR) Regulations2015 forms part of the Annual Report.

Your Company is committed to the tenets of good Corporate Governanceand has taken adequate steps to ensure that the requirements of Corporate Governance aslaid down under SEBI (LODR) Regulations 2015 are complied with.

A separate report on Corporate Governance and a Management Discussionand Analysis Report is being presented as part of the Annual Report.

A declaration of Code of Conduct from Mr.J. Lakshmana Rao Chairman andManaging Director forms part of the Corporate Governance Report.

CREDIT RATING

The Company has received credit rating from D&B Rating agency in31st July 2017.

D&B Rating

The credit rating is 4A3 and condition is stated as Fair.

D&B Indicative Risk Rating of 4A3 implies that the Company has atangible networth between INR 129190000 and 645949999 as per latest available auditedfinancial statements. Composite appraisal 3 indicates that the overall status of theCompany is fair as on 31st July 2017.

CEO/CFO CERTIFICATION

Mr. J. Lakshmana Rao Chairman and Managing Director and Mr. SatyaKishore Nadikatla Chief Financial Officer of the Company have givena certificate to theBoard as contemplated in Regulation 17(8) of SEBI (LODR) Regulations 2015.

RISK MANAGEMENT

All assets of the Company and other potential risks have beenadequately insured.

RISK MANAGEMENT POLICY:

In terms of the requirement Section 134(3)(n) of the Companies Act2013 and Regulation 21 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has developed and implemented theRisk Management Policy. The Audit Committee has additional oversight in the area offinancial risks and controls. Major risks identified by the businesses and functions

are systematically addressed through mitigating actions on a continuingbasis. The development and implementation of risk management policy has been covered inthe management discussion and analysis which forms part of this report. At present theCompany has not identified any element of risk which may threaten the existence of thecompany.

EMPLOYEE RELATIONS

The relationship with the workmen and staff remained cordial andharmonious during the year and the management received full co-operation from theemployees.

BOARD'S OPINION OF INDEPENDENT DIRECTOR APPOINTED DURING THE YEAR:

As per Rule 8 (5) (iiia) of Companies (Accounts) Rules 2014 it is inthe opinion of the Board that integrity expertise and experience (proficiency yet to beascertained from the online proficiency self-assessment test conducted by the IICA) of theindependent directors appointed during the year has been fulfilled.

FRAUD REPORTING

In the terms of provision of Section 134(3) (ca) of the Companies Act2013 during the year under review there was no case of offense of fraud detected by theAuditors under sub section (12) of section 143.

MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of costrecords under sub section (1) of section 148 of the Companies Act 2013 for theproducts/services of the company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation and gratitudefor all the assistance and support received from Citibank and ICICI Bank Limited andofficials of concerned government departments for their co-operation and continued supportextended to the Company. They also thank the Members for the confidence they have reposedin the Company and its management

For and on behalf of the Board of Directors

Sd/-
J.LakshmanaRao
(Chairman & Managing Director)
Place : Hyderabad DIN:00649702
Dated : 2nd September 2020