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Moschip Technologies Ltd.

BSE: 532407 Sector: IT
NSE: N.A. ISIN Code: INE935B01025
BSE 00:00 | 25 Jan 82.75 -1.40
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NSE 05:30 | 01 Jan Moschip Technologies Ltd
OPEN 79.95
PREVIOUS CLOSE 84.15
VOLUME 444005
52-Week high 101.45
52-Week low 14.00
P/E 258.59
Mkt Cap.(Rs cr) 1,324
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 79.95
CLOSE 84.15
VOLUME 444005
52-Week high 101.45
52-Week low 14.00
P/E 258.59
Mkt Cap.(Rs cr) 1,324
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Moschip Technologies Ltd. (MOSCHIPTECH) - Director Report

Company director report

To

The Members

Your Directors take immense pleasure in presenting the 22nd Annual Report onthe business and operations of your Company along with the Audited Standalone &Consolidated Financial Statements for the year ended 31st March 2021. TheConsolidated performance of the Company and its subsidiaries has been referred to whereverrequired.

1. Summary of Financial Results

(Rs. In Lakhs)

Year ended 31 March 2021 Yearended 31 March 2020
Consolidated Standalone Consolidated Standalone
Income from operations 10519.35 8408.47 993207 6335.17
Other Income 172.73 336.82 178 25 307 39
Total Revenue 10692.08 8745.30 10110.32 6642.56
(Loss) / Profit before exceptional item Interest Depreciation & Tax 866.21 1111.36 (1332 47) (695 28)
(Loss) / Profit before Interest Depreciation & Tax 866.21 1111.36 (3069 44) (1734 91)
Less: Interest 857.08 832.82 637 55 524 46
Less: Depreciation 917.98 459 96 937 48 473 30
Profit/ (Loss) before tax (908.85) (181.42) (4644.47) (2732.67)
Less: Tax expense 6.22 3.13 (42 97) 1 49
Profit / (Loss) after tax (915.08) (184.55) (4601.50) (2734.16)
Add: Other comprehensive income / Loss 73.66 74.58 32.94 37.70
Net Profit / (Loss) for the year (981.12) (259.14) (4659.76) (2771.86)

2. Performance Review

Your Company MosChip Technologies Limited is a fabless model semiconductor andInternet of Things/Everything (loT/E) focused company. It specializes in product designand development services ranging from Chip Design to Systems Development. It works withDefense Labs as well as globally acclaimed chip design companies in the areas of Chip(SOC) design and development for Aerospace Defence Consumer and Industrial applicationsand loT/E Products and Services across various industries.

The year 2020-21 is a most challenging year due to COVID-19. Even during thesedifficult times. Your Company could be able to deliverthe best performance.

On consolidated basis the income from operations grew to Rs.10519.35 lakhs fromRs.9932.07 lakhs registering a growth of 6% year on year. The increased growth during thecurrent year is primarily Increase in revenue from design and development services . Theprofit before Interest Depreciation and Tax stood at Rs. 866.21 lakhs while that ofprevious year loss stood at Rs. (3069.44) lakhs. The Consolidated results however showeda Net Loss for the yearat Rs. 981.12 lakhs as against a Net loss of Rs.4659.76 lakhs inthe previous year.

On a standalone basis income from operations for the year stood at Rs. 8408.47 lakhsas against Rs. 6335.17 lakhs for the preceding year. Standalone Net Loss for the FY2020-21 was Rs. 259.14 lakhs as against Net Loss of Rs. 2771.86 lakhs for the FY2019-20.

This performance was possible due to the proper vision and strategy of leadership teamefficient execution of operational team and with the support of dedicated employees whichis paving way for the long term sustainable growth. The Company is poised to be part ofemerging opportunities by continuing to focus on its inherent strengths in servicesturnkey solutions IP loT&Training

The Performance review of the Company and its subsidiaries for the year is detailed inflnnexure - A under 'Management Discussion & Analysis' annexed hereto pursuant to theprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

3. Impact of the Covid-19 Pandemic:

• The COVID-19 pandemic is a global humanitarian and health crisis that continuesto impact all our stakeholders-employees clients investors and communities we operatein. Many countries are reporting the second and third waves of infections.

• MosChip's employees briefly returned to work in its new facilities in February2021. However the office had to be shut down again due to the second wave of COVID-19 andmany positive cases in the office.

• MosChip's employees continue to work from home except for some critical roleslike senior management finance and IT departments.

• MosChip's has taken up a drive to provide free vaccination to all its employeesand its immediate family members. Athorough thermal scanning and sanitization protocol wasintroduced at offices.

• Most of our customer driven projects are on track with Moschip.

• COVID situation continues to slowdown MosChip's internal R&D and IPdevelopment.

• However the semiconductor and IT industry continues to flourish in spite of thechallenges thrown with COVID situation.

4. Subsidiaries Joint Ventures and Associate Companies

As on 31 st March 2021 the Company has 3 direct subsidiaries namely;

01) MosChip Technologies USA

02) Maven Systems Private Limited

03) MosChip Institute of Silicon Systems Private Limited.

There are no associate companies orjoint venture companies within the meaning ofSection 2(6) of the Companies Act 2013. There has been no material change in the natureof the business of the subsidiaries.

During the year the Board of Directors reviewed the affairs of the subsidiaries. Inaccordance with Section 129(3) of the Companies Act 2013 a statement containing salientfeatures of the financial statements of the subsidiary companies in Form AOC-1 is enclosedasAnnexure-Bofthe Board's Report.

Further pursuant to the provisions of Section 136oftheAct the financial statements ofthe Company consolidated financial statements along with relevant documents and separateaudited accounts in respect of subsidiary are available on the website of the Company.

5. Dividend & Transfers to Reserves

In view of the losses your directors have not recommended any dividend forthe yearunder review. As a result there is no appropriation of any amount to the reserves of theCompany during the year under review.

During the period under review no amount was required to be transferred to theInvestor Education and Protection Fund.

6. Share Capital

(a) Increase in Paid-up Share Capita I

During the year under review your Company has not issued any fresh equity shares. Theissued subscribed and paid-up equity share capital of your Company as on March 31 2021stood at Rs.315982804/-comprising of 157991402 Equity Shares of Rs.2/-each.

On 25.05.2021 the Company allotted 77000 Equity Shares on exercise of ESOPscheme..

(b) Increase in Authorised Share Capital

During the year under review there was no change in the Authorised Capital of theCompany. As on 31.03.2021 the authorized share capital of your company wasRs.565410000 comprising 282705000 equity shares of Rs.2/- each.

(c) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

(d) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

(e) Bonus Shares

The Company has not issued any bonus shares during the year under review.

(f) Equity Shares with differential rights

The Company has not issued any Equity Shares with differential rights.

(g) Dematerialization of Shares

99.67% of the company's paid up Equity Share Capital is in dematerialized form as on 3151March 2021 and balance 0.33 % is in physical form. The Company's Registrars are KFinTechnologies Pvt. Ltd. Karvy Selenium Tower B Plot No. 31 & 32 Financial DistrictGachibowli Hyderabad Telangana- 500 032.

7. Major events occurring after the balance sheet date

(a) Material changes and commitments if any affecting the financial position of theCompany occurred between the end of the financial year to which this Financial Statementsrelate and the date of the report

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

(b) Change in the Nature of Business:

There is no change in the nature of business of the Company.

(C) Details of significant and material orders passed by the regulators/ courts/tribunals impacting the going concern status and the Company's operations in future

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

8. Directors and Key Managerial Personnel

(a) Inductions. Changes & Cessations in Directorships during the year 2020-21.

Mr. Prasad Gajjala (DIN: 00026718) ceased to be exist as Director w.e.f. 15 th June2020 due to his sad and sudden demise. The Board in its Meeting dated 20.07.2021 placed onrecord its appreciation forthe Services assistance and guidance provided by Mr. PrasadGajjala as Independent Director of the Company for more than 15 years.

On recommendation of the Nomination and Remuneration Committee the Board hasre-designated Mr. Raja Praturi (DIN: 01819707)) as an Independent Director with effectfrom 15.10.2020. The members of the Company by way of special resolution has approved there-appointment of Mr. Raja Praturi as an Independent Director in 21 st Annual GeneralMeeting held on November 27 2020.

On recommendation of the Nomination and Remuneration Committee the Board has appointedMr. Adiseshaiah Chowdary Jakkampudi (DIN: 01109704) as an Additional Director inIndependent Category with effectfrom 25.01.2021. Approval of members byway of ordinaryresolution is required for the appointment of Mr. Adiseshaiah Chowdary Jakkampudi as anIndependent Director at the ensuing Annual General Meeting scheduled to be held onSeptember 13 2021.

Subsequent to the end of the financial year March 312021:

There is no change in Directorship subsequent to the end of the financial year March312021.

Directors retire bvrotation:

Pursuant to the requirements of the Companies Act 2013 and Articles of Association ofthe Company Mr. Kadiri Ramachandra Reddy (DIN:00042172) Non-Executive Director retire byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.

(b) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the Company as on March 312021 are:

Mr. Venkata SudhakarSimhadri - Chief Executive Officer
Mr. Jayaram Susarla - Chief Financial Officer
Mr. Suresh Bachalakura - Company Secretary

(c) Independent Directors

In terms of Section 149 of the Companies Act 2013 ('Act)Mr. Pradeep Chandra Kathi Mr.Govinda Prasad Dasu Ms. Nalluri Madhurika Venkat Mr. Raja Praturi and Mr. AdiseshaiahChowdary Jakkampudi are the Independent Directors of the Company. The Company has receiveddeclarations from all the Independent Directors confirming thatthey meetthe criteria ofindependence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b)oftheSEBI Listing Regulations and are independent of the management. The Board ofDirectors of the Company has taken on record the declaration and confirmation submitted bythe Independent Directors after undertaking due assessment of the veracity of the same.They are not liable to retire by rotation in terms of Section 149(13) of the Act.

The Board is of the opinion thatthe Independent Directors of the Company possessrequisite qualifications experience and expertise including proficiency in the fields ofscience and technology digitalization strategy finance governance human resourcessustainability etc. and thatthey hold highest standards of integrity.

Details of Familiarization Programme for the Independent Directors are providedseparately in the Corporate Governance Report which forms a part of this Integrated AnnualReport.

Independent Directors Declaration:

All Independent Directors have submitted a declaration that each of them meets thecriteria of independence as provided in Section 149(6) of the Companies Act 2013 andRegulation 16(1)(b) of the SEBI (LODR) Regulations 2015 and there has been no change inthe circumstances which may affect their status as an independent director during theyear. In compliance with Rule 6(1) and (2) of Companies (Appointment and Qualification ofDirectors) Fifth Amendment Rules 2019 all Independent Directors have confirmed theirrespective registrations in the Independent Directors Databank.

(d) Familiarization programme for Independent Directors

At the time of appointment the Company conducts familiarization programmes for anIndependent Director through meetings with key officials of the Company. During thesemeetings presentations are made on the roles and responsibilities duties and obligationsof the Director Company's business Company's strategy financial reporting governanceand compliances and other related matters.

(e) Board evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

(f) Audit Committee

The Composition of the Audit Committee is provided in the Corporate Governance Reportforming part of this report. All the recommendations made by the Audit Committee wereaccepted by the Board.

(g) Nomination and Remuneration Committee:

Details pertaining to composition of the Nomination and Remuneration Committee areincluded in the Report on Corporate Governance.

The Company's Nomination and Remuneration Policy was prepared in conformity with therequirements of the provisions of Section 178(3) of the Act.

The Policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under Section 178(3) for payment of remuneration to Directors and policycontaining guiding principles for payment of remuneration to Senior Management KeyManagerial Personnel and other employees including Non-executive Directors has beenuploaded on the website of the Company athttps://moschip.com/wp-content/uploads/2017/07/Nominatio-remuneration-Policy.pdf.

Remuneration ratio of the Directors / Key Managerial Personnel (KMP) / Employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith asAnnexure-C to this report.

(h) Stakeholders Relationship Committee

Details pertaining to composition of the Stakeholders Relationship Committee areincluded in the Report on Corporate Governance.

(i) ESOP plans

Nomination and Remuneration Committee of the Board of Directors of the Company interalia administers and monitors the Employees' Stock Option Plan of the Company inaccordance with the Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 ("SEBI Regulations"). There was no change in the ESOP schemeof the Company during the year.

During the year under report the company has Six schemes in operation as mentionedbelow for granting stock options to the employees and directors of the company and itswholly owned subsidiary in accordance with SEBI (Share Based Employee Benefits)Regulations 2014.

(a) MosChip Stock Option Plan -2005(MI)
(b) MosChip Stock Option Plan -2005(WOS)
(c) MosChip Stock Option Plan -2008
(d) MosChip Stock Option Plan -2008(ALR)
(e) MosChip Stock Option Plan -2008(Director)
(f) MosChip Stock Option Plan -2018

Disclosures with respect to Stock Options as required under Rule 12 (9) of Companies(Share Capital and Debentures) Rules 2014 and Regulation 14 of the Securities andExchange Board of India (Share Based Employee Benefits) Regulations 2014 are annexedherewith as Annexure-Dto this report.

(j) Number of meetings of the Board

04 meetings of the Board were held during the year 2020-2021. Details of these meetingsas well as the meetings of its Committees have been given in the Corporate GovernanceReport which forms part of the Annual Report.

9. Corporate Social Responsibility (CSR) Initiatives:

Section 135 of the Companies Act 2013 provides the threshold limit for applicabilityof the CSR to a Company i.e. (a) Networth of the Company to be Rs.500 crore or more; or(b) turnover of the company to be Rs.1000 crore or more; or (c) net profit of the companyto be Rs.5 crore or more. As the Company does not fall under any of the threshold limitsgiven above the provisions of Section 135 are not applicable to the Company.

10. Internal control systems and their adequacy:

The Company has adequate internal control system consistent with the nature of businessand size of its operations to effectively provide safety of its assets reliability offinancial transactions with adequate checks and balances adherence to applicable statuesaccounting policies approval procedures and to ensure optimum use of available resources.These systems are reviewed and improved on a regular basis. The Company has acomprehensive budgetary control system to monitor revenue and expenditure against approvedbudget on an ongoing basis.

The Company has an external audit firm to perform internal audit function to monitorand assess the adequacy and effectiveness of the Internal Controls and System across allkey processes. Deviations if any are reviewed quarterly and due compliance is ensured.Summary of Significant Audit Observations along with recommendations and itsimplementation is reviewed by the Audit Committee and reported to the Board.

11. Vigil Mechanism/Whistle BlowerPolicy

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism / Whistle Blower Policy in line with listing regulations for directorsand employees to report genuine concerns has been established. The Vigil Mechanism /Whistle Blower Policy has been uploaded on the website of the Company athttps://moschip.com/investor-relations/policies-documents/WhistleBlowerPolicy-document.pdf

12. Deposits

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

13. Statutory Auditors and Auditors' Report

M/s. S. T. Mohite & Co. Chartered Accountants (Firm Registration No. 01141 OS)were appointed as the Statutory Auditors of the Company to hold office from the conclusionof the 18n Annual General Meeting (AGM) held on September 292017 until theconclusion of the fifth consecutive AGM of the Company to be held in the year 2022.

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

The Report of the Statutory Auditors for the year ended 31st March 2021forming part of the Annual Report does not contain any qualification reservationobservation adverse remark or disclaimer. The Statutory Auditors have not reported anyincident of fraud to the Audit Committee of the Company in the year under review.

Further in compliance with the RBI requirements the Company has obtained StatutoryAuditors Report in relation to downstream investments.

14. Internal Audit:

As per the provisions of Section 138 of the Act and the rules made there under theBoard of Directors had appointed M/s Gokhale & Co Chartered Accountants Hyderabad(FRN No: 000942S) as Internal Auditor to conduct the internal audit of the Company forthe Financial Year 2020-21.

Further on the recommendation of audit committee the Board of Directors of theCompany has approved the reappointment of aforesaid audit firm as internal auditors forthe Financial Year 2021 -22.

15. Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedM/s. BSS& Associates Company Secretaries for conducting Secretarial Audit of theCompany for the financial year 2020-2021. The Secretarial Audit Report is annexed herewithas Annexure - E. The Secretarial Audit report does not contain any qualificationsreservation or adverse remark.

16. Cost Records and Audit

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.

17. Conservation of energy research and development technology absorption foreignexchange earnings and outgo

Information required under Section 134(3)(m) of the Act read with Rule 8(3) of theCompanies (Accounts) Rules 2014 with respect to conservation of energy technologyabsorption and foreign exchange earnings/outgo is included in Annexure-F.

18. Related Party Transactions:

Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. All Related Party Transactionsare placed before the Audit Committee and before the Board for approval. Prior omnibusapproval of the Audit Committee was obtained for the transactions which are of aforeseeable and repetitive nature. The particulars of contracts or arrangements withrelated parties referred to in section 188(1) and applicable rules of the Companies Act2013 in Form AOC-2 is provided as Annexure - G to this Annual Report.

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 theRules thereunder and the Listing Regulations. This Policy was considered and approved bythe Board has been uploaded on the website of the Company at https://moschip.com/investor-relations/policies-documents/PolicyOnRelatedPartyTransactions-document.pdf

19. Annual Return:

As required pursuant to section 92(3) of the Companies Act 2013and rule 12(1) of theCompanies (Management and Administration) Rules 2014 (as amended) a copy of the AnnualReturn oftheCompany shall be placed on the Website of the Companyatwww.moschip.com.

20. Particulars of Loans Guarantees or Investments

Pursuant to Section 186 of Companies Act 2013 and Schedule V of the ListingRegulations disclosure on particulars relating to Loans Advances Guarantees andInvestments are provided as part of the financial statements.

21. Directors' Responsibility Statement

Pursuant to Section 134(5) the Companies Act 2013 and based upon representations fromthe Management the Board to the best of its knowledge and belief states that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures:

b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) The Directors had taken proper and sufficient care 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) the Directors had prepared annual accounts on a going concern basis; and

e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating effectively;

f) the directors had devised proper systems to ensure compliance by the Company withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during the financial year 2020-2021.

22. Corporate Governance and Shareholders Information

The Company is committed to good corporate governance in line with the provisionsofSEBI (LODR) Regulations 2015 and Provisions Rules and Regulations of the CompaniesAct 2013. The Company is in compliance with the provisions on corporate governancespecified in the SEBI (LODR) Regulations 2015. A certificate of compliance from M/s. B SS & Associates Company Secretaries and the report on Corporate Governance form partof this Directors' Report as Annexure - H.

23. Secretarial Standards

The Company complies with all the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

24. Risk Management Policy

In pursuant to the provisions of the Section 134 (3)(n) of the Companies Act 2013 theCompany has formulated risk management policy to mitigate and manage the risk includingidentification therein of elements of risk if any which in the opinion of the Board maythreaten the existence of the company.

25. Company's Policy on Prohibition Prevention and Redressal of Sexual Harassment ofWomen at Workplace

Your Company is committed to provide work environment that ensures every employee istreated with dignity and respect and afforded equitable treatment. The Company is alsocommitted to promoting a work environment that is conducive to the professional growth ofits employees and encourages equality of opportunity and will not tolerate any form ofsexual harassment and to take all necessary steps to ensure that its employees are notsubjected to any form of harassment.

Thus in orderto create a safe and conducive work environment the Company has in placea policy for prevention of sexual harassment in accordance with the requirements of theSexual Harassment of women at workplace(prevention Prohibition & Redressal) Act2013. Further the Company has complied with provisions relating to constitution ofInternal Complaints Committee under Sexual Harassment of women at workplace (PreventionProhibition & Redressal) Act 2013. The Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtrainees temporary) are covered under this policy. The Company did not receive anycomplaint during the period under review.

26. Insider Trading

In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulation2015 and to preserve the confidentiality and prevent misuse of unpublished price sensitiveinformation the Company has adopted a code of conduct to Regulate Monitor and ReportTrading by Insiders ('Insider Trading Code') and code of Practices and Procedures for FairDisclosure of unpublished Price Sensitive Information ('Code of Fair Disclosure').

The Insider Trading Code is intended to prevent misuse of unpublished price sensitiveinformation by insiders and connected persons and ensure that the Directors and specifiedpersons of the Company and their dependents shall not derive any benefit or assist othersto derive any benefit from access to and possession of price sensitive information aboutthe Company which is not in the public domain that is to say insider information.

The code of Fair Disclosure ensures that the affairs of the Company are managed in afair transparent and ethical manner keeping in view the need and interest of all theStakeholders.

Annexures forming part of this report

Annexures Particulars
A Management Discussion & Analysis
B Form AOC -1 (Report on Subsidiary companies)
C Remuneration related disclosures per Section 197
D Statement on outstanding ESOP Plans
E Secretarial Audit Report
F Energy Conservation Particulars
G Form AOC - 2 (Related Party disclosures)
H Report on Corporate Governance

Acknowledgment

Your Directors wish to express their grateful appreciation for the valuable support andco-operation received from bankers business associates lenders financial institutionsshareholders various departments of the Government of India as well as the StateGovernments and all our other stakeholders.

The Directors acknowledge and would like to place on record the commitment anddedication on the part of the employees of your Company for their continued efforts inachieving good results.

For and on behalf of the Board of Directors
Place : Hyderabad K. Pradeep Chandra
Date :20th July 2021 Chairman

.