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Murudeshwar Ceramics Ltd.

BSE: 515037 Sector: Consumer
NSE: MURUDCERA ISIN Code: INE692B01014
BSE 00:00 | 06 Oct 35.85 2.95
(8.97%)
OPEN

33.40

HIGH

37.20

LOW

32.55

NSE 00:00 | 06 Oct 36.05 3.20
(9.74%)
OPEN

33.35

HIGH

37.40

LOW

32.45

OPEN 33.40
PREVIOUS CLOSE 32.90
VOLUME 316164
52-Week high 37.20
52-Week low 20.55
P/E 44.81
Mkt Cap.(Rs cr) 207
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 33.40
CLOSE 32.90
VOLUME 316164
52-Week high 37.20
52-Week low 20.55
P/E 44.81
Mkt Cap.(Rs cr) 207
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Murudeshwar Ceramics Ltd. (MURUDCERA) - Director Report

Company director report

Dear Members

The Board of Directors of your company have pleasure in presenting 39th(Thirty-Ninth Annual Report) on the business and operations of your Company along with theaudited financial statements for the financial year ended March 312022.

FINANCIAL HIGHLIGHT/ RESULTS OF THE COMPANY:

The Board's Report shall be prepared based on the standalone andconsolidated financial statements of the company.

 

(Rs. in Lakhs)

Particulars

Current Financial year 2021-22

Standalone Financial Year 2020-21

Standalone Consolidated
Revenue from Operations 12291.63 12291.63 8048.95
Other Income 141.58 141.58 126.24
Total Income 12433.21 12433.21 8175.19
Operational Expenditure 10276.00 10276.00 7153.38
Increase/(Decrease) in stock (WIP) (572.14) (572.14) (1.09)
Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense 2729.35 2729.35 1022.90
Less: Depreciation/ Amortisation/ Impairment 1027.52 1027.52 1024.97
Profit /loss before Finance Costs Exceptional items and Tax Expense 1701.83 1701.83 (2.07)
Less: Finance Costs 1329.75 1329.75 1592.60
Profit /loss before Exceptional items and Tax Expense 372.08 372.08 (1594.67)
Add/(less): Exceptional items - - -
Profit /loss before Tax Expense 372.08 372.08 (1594.67)
Less: Tax Expense-
• Current Tax
• Prior Period Tax
• Deferred Tax 157.38 157.38 412.18
• MAT Credit Entitlement (reversed) - - (4.97)
Profit /loss for the year (1) 214.70 214.70 (1187.46)
Total Comprehensive Income/loss (2) 56.65 56.65 (23.78)
Total (1+2) 271.35 271.35 (1211.24)
Profit/ loss of associate (RNS Power Ltd.) - (48.95) -
Total Comprehensive Income/loss 271.35 222.40 (1211.24)
Earning per equity Share : Basic 0.49 0.40 (2.48)
Diluted 0.47 0.39 (2.42)

OPERATIONAL PERFORMANCE IN SEGMENTS:

Despite of the challenges brought up by the second and third waves bythe Covid-19 and Multiple challenges viz. high input costs & supply chain disruptionsdue to global events and economic uncertainty significant escalations in raw material andenergy Costs your company has performed during the year under review as under:

Standalone: the sale of products has increased by 38.73% at Rs. 8224.24lakhs in compared to Rs. 5928.33 lakhs of the previous year and sale of services hasmarginally increased by 91.81% at Rs. 4054.22 lakhs in compare to Rs. 2113.66 Lakhs of theprevious year. Therefore the company has increased its overall sale by 52.71% at Rs.12291.63 Lakhs in compare to Rs. 8048.95 lakhs of previous year.

Consequence to the above increase and decrease in sales of the productsand services the Company has earned profit of Rs.271.35 lakhs in compared to loss of Rs.(1211.24) lakhs in the previous year.

Consolidated: the sale of products has increased by 38.73% at Rs.8224.24 lakhs in compared to Rs. 5928.33 lakhs of the previous year and sale of serviceshas marginally increased by 91.81% at Rs. 4054.22 lakhs in compare to Rs. 2113.66 Lakhs ofthe previous year. Therefore the company has increased its overall sale by 52.71% at Rs.12291.63 Lakhs in compare to Rs. 8048.95 lakhs of previous year.

Consequence to the above increase and decrease in sales of the productsand services the Company has earned profit of Rs.222.40 lakhs after taking in toconsideration of loss from its associate in compared to loss of Rs. (1211.24) lakhs in theprevious year.

THE IMPACT ON BUSINESS & HEALTH DUE TO OUTBREAK OF COVID-19PANDEMIC:

Covid-19 is an incomparable global public health emergency that hasaffected almost every industry and the long-term effects are projected to impact theindustry growth for next five years according to a research report. In the first threemonths of F.Y.: 2022 the second wave of the pandemic overwhelmed India's medicalinfrastructure. Through this trying period hospitalization support was provided and Covidcare centers were opened and it may be seen that changes in consumer behavior and demandpurchasing patterns re-routing of the supply chain dynamics of current market forcesand further the significant interventions of governments the Russian Invasion of Ukrainein the latter half of the year. Geopolitical turbulence arising from the war in Ukraineand restraints on trade have resulted in economic volatility. This has rendered companiesand economies more vulnerable to commodity price disruptions oil and natural gas.

CAPITAL EXPENDITURE ON PROPERTY PLANT & EQUIPMENT AND OTHERTANGIBLE ASSETS:

During the year under review your company has incurred a capitalexpenditure of Rs. 959.74 lakhs which comprises of Rs. 299.78 lakhs in Building Rs.517.35 in Plant and Equipment Rs. 6.35 lakhs in Computers Rs. 36.47 lakhs in OfficeEquipment Rs. 0.00 lakhs in Furniture & Fixtures and Rs. 99.78 lakhs in Vehicles.

LIQUIDITY:

Liquidity enables us to be agile and ready for meeting unforeseenstrategic and business needs. We believe that our working capital is sufficient to meetour current requirements. The principal sources of liquidity of your Company consist ofcash and cash equivalents and the cash flow that we generate from our business operations.For the financial year ended March 31 2022 your company has Rs.604.65 lakhs in account ofcash and cash equivalents.

BASIC EPS:

The Basic Earnings per Share has increased/ improved from negative topositive from (2.48) of previous year to 0.49 of current year 2021-22.

DIVIDEND:

During the year under review the Board of Directors of your companyafter considering holistically the relevant circumstances and financial performance of thecompany has decided that it would be prudent not to recommend any dividend for thefinancial year 2021-22 and intent to reduce the finance cost as early as possible.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/ THE STATEOF COMPANY'S AFFAIR PROSPECTS/ MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIALPOSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

The Board at its meeting held on February 12 2022 has allottedequity shares by converting warrants convertible into equity shares the details of whichhas been given under the head of Share Capital of this report.

There have been no other material changes and commitments which affectthe financial position of the Company that have occurred between the end of the financialyear to which the financial statements relate and the date of this report.

MARKETING STRATEGY OF THE COMPANY IN THE CURRENT SCENARIO TO IMPROVESALES:

Your company focus mainly on product price promotion place peopleprocess and physical evidence that build a sustainable and resilient organization thatremains relevant to the agenda of our clients while creating growth opportunities for ouremployees generating profitable returns for our investors and contributing to thecommunities that we operate in. We are following the Four R's of B2B Sales in Response toour valued customers' demand as under:

- Respond: Support customers' immediate needs such as product andpricing Shift to digital communications and remote channels Arm teams with remote-sellingtools.

- Reflect: Track pipeline orders and deal risks Review sales teams andmake necessary tweaks scan competitive landscape to look for opportunities Cut down onall non-essential costs.

- Reimagine: Digitize got to market strategy digitize lead buildingand management update our offering and pricing Data Analysis for better businessdevelopment Track emerging trends.

- Rebound: Scale digital sales and inside sales online meetings withkey decision makers and architects personalise account engagement with joint marketingand sales tactics Optimising supply chain to reduce costs.

Apart from the above and in keeping view with modern times yourcompany has also an active presence on social media marketing approach to reach its keytarget customers. To accomplish this your company has increased its marketing investmentsacross the online and Social Media space.

RESEARCH AND DEVELOPMENT (R & D):

The Research & Development wing of the Company is always trying togive new look and design of company's products to meet valued customers' demand and tomeet international standards and certification requirements and has successfully developednew varieties of tiles with improved body matrix quality and cost-effective productrange.

DISCLOSURES RELATING TO SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

During the year under review the Company has acquired 237200 equityshares in RNS Power Limited (a Group Company) and already holding was 72942 equity shares.Thus total holding is 310142 which is 26.10% of paid-up capital of RNS Power Limited.Therefore RNS Power Limited is become an Associate company of your company in terms ofsection 2(6) of the companies Act 2013. A statement containing the salient features ofthe financial statements of the Company's Associates is annexed in the prescribed formatof Form AOC-1 in Annexure - 1.

Except the above your company does not have any Subsidiary Jointventures Companies and neither company has become or ceased to be subsidiaries and jointventures during the financial year 2021-22.

TRANSFER TO RESERVES:

The Board of Directors of your company has decided not to transfer anyamount to the Reserves for the year under review. The particulars of reserves of theCompany for FY: 2021-22 and the previous year are as follows:

Particulars F.Y: 2021-22 F.Y: 2020-21
Capital Reserve 15.80 15.02
Capital Redemption reserve 1600.00 1600.00
Securities premium account 13329.25 12739.33
General Reserve 12795.85 12795.85
Profit and Loss Account 476.46 277.85

CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the year under review there is no changes in the nature of thebusiness of the Company.

RISK MANAGEMENT:

The Risk Management Team of the company is constituted from time totime to look into various risks faced by it and various risks exist in the market and theteam ensures that the Company has appropriate and effective risk management systems whichcarries out risk identification assessment and ensures that risk mitigation plans are inplace. The Company has written Risk Management Policy in terms of provisions of Section134(3) (n) of the Companies Act 2013 and the policy has been placed on the Company'swebsite at www.naveentile.com also.

BOARD DIVERSITY:

Your Company believes that a diversified board will bring differencesin thought perspective knowledge skill regional and industry experience cultural andgeographical backgrounds age ethnicity race and gender that will help us retain ourcompetitive advantage and as a collective is equipped to guide the business and strategyof the company.

At present your company have an appropriate mix of executivenon-executive women and independent directors to maintain the independence of the Boardand separate its functions of governance and management. As of March 312022 the Boardhad nine members two of whom are executive directors two of whom are non-executive andnon-independent directors and five are independent directors. One of the independentdirectors of the Board is a woman.

APPOINTMENT OR REAPPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shri Satish Rama Shetty (00037526) Chairman & Managing Director ofthe Company who is liable to retire by rotation based on his appointment terms offeredthemselves for re-appointment at the ensuing Annual General Meeting (‘AGM'). TheBoard recommends for their re-appointments in the ensuing Annual General Meeting.

In terms of Section 203 of the said Act the following were designatedas Key Managerial Personnel of your Company by the Board:

Shri Satish Rama Shetty - Chairman & Managing Director;

Shri Karan Satish Shetty - Whole Time Director;

Shri Narayan Manjunath Hegde - Chief Financial Officer; and Shri AshokKumar - Company Secretary

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors has submitted their confirmationconfirming that they meet the criteria of independence as prescribed under the CompaniesAct 2013 and Regulations 25 of the SEBI (Listing Obligations Disclosure Requirements)Regulations 2015 and the Company has received Disclosure of Interest in form MBP-1 as persection 184 of the act and intimation by all the Directors for qualification to continuetheir directorship in form DIR-8 Pursuant to Section 164(2) and rule 14(1) of Companies(Appointment and Qualification of Directors) Rules 2014. The Board also confirms that allthe Independent Directors fulfill the Conditions as specified in the above regulation andthe companies Act 2013 and rule made thereunder.

EVALUATION OF THE BOARD'S PERFORMANCE:

The Board has carried out an annual performance evaluation of its ownperformance its Committees and the Directors including the Chairman which includecriteria for performance evaluation of the non-executive directors and executive directorin terms of the Companies Act 2013 and Regulation 25 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

Each member of the Board completed a questionnaire providing feedbackon the functioning and overall engagement of the Board and its committees on variousparameters such as the composition execution of specific duties quality quantity andtimelines of flow of information deliberations at the meeting etc. Besides this onemeeting of the individual directors with the Chairman of the Board was also conducted as apart of self-appraisal. The Directors were also asked to provide their valuable feedbackand suggestions about the overall functioning of the Board and its committees.

In a separate meeting of independent Directors performance ofnon-independent Directors and the board as a whole was evaluated. Performance evaluationof Independent Directors was done by the entire Board excluding the independent Directorbeing evaluated.</p>

HUMAN RESOURCES DEVELOPMENT:

We have reimagined our employee value proposition to make it moremeaningful to our employees. The Company is providing appropriate training and guidance toits employees from time to time for reskill them and making them for more valuable for theCompany. The focus of human resources development at your company is to ensure that weenable each and every employee to navigate the next not just for clients but also forthemselves.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under Section 197(12) of the Act read withRule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended hereto and forms part of this Report as Annexure-2. The informationrequired under Rule 5 (2) and (3) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in the Annexure forming part of thisReport. The total numbers of employees during the year under review were 292.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review six (6) Board Meetings were held. Forfurther details please refer to Report on Corporate Governance.

COMMITTEES OF THE BOARD:

The following substantive Committees constituted by the Board andfunction according to their respective roles and defined scopes:

- Audit Committee of Directors

- Nomination and Remuneration Committee of Directors

- Stakeholders Grievance Committee of Directors

- CSR Committee of Directors

- Executive Committee of Directors

The Committees of the Board focus on certain specific areas and makeinformed decisions in line with the delegated authority. Details of composition terms ofreference and number of meetings held for respective committees are given in the Report onCorporate Governance.

THE DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO:

The information required to be furnished pursuant to Section 134(3) (m)of the Companies Act 2013 is appended hereto and forms part of this Report asAnnexure-3.

REMUNERATION POLICY FOR THE DIRECTORS KEY MANAGERIAL PERSONNEL ANDOTHER EMPLOYEES:

In terms of the provisions of Section 178(3) of the Companies Act 2013and SEBI (LODR) Regulation 2015 the Nomination and Remuneration Committee (NRC) isresponsible for formulating the criteria for determining qualification positiveattributes recommendation for appointment of KMPs and Directors to the Board and alsoindependence of a Director. The NRC is also responsible for recommending to the Board apolicy relating to the remuneration of the Directors Key Managerial Personnel and otheremployees.

In line with this requirement the Board has adopted the Policy onBoard Diversity and Remuneration Policy for Directors Key Managerial Personnel and otheremployees of the Company. The copy of the policy is available on the company website atwww.naveentile.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERREDTO SECTION 188:

All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course of business.Further there are no any such type of significant related party transactions during theyear under review made by the Company with promoters Directors Key Managerial Personnelor designated persons which may have a potential conflict with the interest of the Companyat a large. The details of which is given as AOC-2 in Annexure-4.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of Section 135 of the Companies Act 2013 and the Companies(Corporate Social Responsibility Policy) Rules 2014 your Company has duly constituted aCorporate Social Responsibility (CSR) Committee of the Board of Directors and also hasformulated a CSR Policy indicating the activities to be undertaken by the Company. Theconstitution of CSR Committee is disclosed in Corporate Governance Report. The CSR policymay be accessed on the Company's website at www.naveentile. com. The Contribution againstCSR has been made by the company for the financial year 2021-22 based on the average netprofit of last three year of the Company. Details has been appended hereto and forms partof this Report as Annexure-5.

DEPOSITS:

During the year under review your Company has not accepted anydeposits within the meaning of Section 73 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

No orders were passed by any Courts or Tribunals impacting the goingconcern status and company's operations in future.

THE DETAIL OF APPLICATION MADE/ PROCEEDING PENDING UNDER THE INSOLVENCYAND BANKRUPTCY CODE 2016.

The Company has not filed any application during the year under reviewand no proceeding is pending under the Insolvency & Bankruptcy Code 2016 (IBC) as atMarch 312022.

LOANS SECURITIES OR INVESTMENTS:

During the year under review the Company has not provided any Loansguarantees and securities under section 186 of the Companies Act 2013 except previousguarantee provided jointly with other guarantors for Covid Loan to the extend and subjectto the limit approved by the members of the Company guaranteeing the repayment of theCredit Facility along with interest in favour of Canara Bank being the lead banker inconsortium finance among other bankers including State Bank of India Karnataka Bank Ltd.Union Bank of India and HDFC Bank for and on behalf of RNS Infrastructure Limited a Groupcompany of the Company and the details of investments and loans if any are provided inthe schedules to the financial statements.

CREDIT RATINS:

During the year under review ratings on the Bank facilities includingLong Term and Short-Term Loans of your Company by CRISIL is as under:

Total Bank Loan Facilities Rated Rs. 117.85 Crore
Long Term Rating CRISIL B+/ Stable (Reaffirmed)
Short Term Rating RISIL A4 (Reaffirmed)

ANNUAL RETURN AND THE WEB ADDRESS:

In terms of Section 92(3) and section 134(3)(a) of the Companies Act2013 read with Rule 12 of The Companies (Management and Administration) Rules 2014 theAnnual Return as on March 312022 is available on the Company's website on https://www.naveentile.com/investor-relation.

STATUTORY AUDITORS:

M/s. K.G. Rao & CO (Firm Registration No. 010463S) having officeat No. #15 First Floor 3rd Cross Sampige Road Malleshwaram Bangalore - 560 003 isthe present Statutory Auditors of the Company for a period of five years w.e.f. September28 2019.

AUDITOR'S REPORT:

The Statutory Auditors of the Company have not reported any fraud asspecified under Section 143(12) of the Companies Act 2013. No qualification adverseremarks or disclaimer have been made by the Statutory Auditors with regard to thefinancial statements for the financial year 2021-22.

INDIAN ACCOUNTING STANDARDS:

Your Company has been adopted "IndAS" since April 01 2017.The financial statements have been prepared in accordance with Indian Accounting Standards(Ind AS) the provisions of the Companies Act 2013 (to the extent notified) andguidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the CompaniesAct 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules 2015 andCompanies (Indian Accounting Standards) Amendment Rules 2016.

SECRETARIAL AUDITOR AND REPORT:

In terms of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mrs. Swati R Hegde Practicing Company Secretary to undertake the secretarialaudit of the Company. The Secretarial Audit Report is appended hereto and forms part ofthis Report as Annexure-6.

SECRETARIAL STANDARDS:

The Company complies with all applicable mandatory secretarialstandards issued by the Institute of Company Secretaries of India from time to time.

COST RECORDS AND COST AUDIT:

During the year under review the Maintenance of cost records andrequirement of cost audit as prescribed under the provisions of Section 148(1) of theCompanies Act 2013 are not applicable for the business activities carried out by theCompany.

INTERNAL AUDITORS:

Your company appoints M/s. S B Shetty & Co. (Firm Registration No.003824S) having office at No 1 2nd Floor Time Square Opp: Kadasiddheswar Arts CollegeVidyanagar Hubballi - 580031 as the Internal Auditor of your company every year and atpresent M/s. S B Shetty & Co. is the present Internal Auditors of your Company.

POLITICAL CONTRIBUTION:

Your Company has not made any political contribution to any politicalparties during the financial year under review.

CERTIFICATE PURSUANT TO CLAUSE 10 OF SCHEDULE V OF SEBI (LODR) REG2015:

In terms of sub clause (i) of clause 10 of Part C of Schedule V of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has obtained certificate from Practicing Company Secretarywith respect to disclosure/ declaration/ representation received from the directors andtaken on record by the Board of Directors as on March 312022 none of the Directors ofthe Company has been debarred or disqualified from being appointed or continuing asdirector of Companies by the SEBI/ Ministry of Corporate Affairs or any such otherstatutory authority. The above said Certificate is appended hereto and forms part of thisreport as Annexure-7.

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

Management Discussion and Analysis Report for the financial year2021-22 in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and other applicable laws forming part of this report has been given under separatesection in this Annual Report.

CORPORATE GOVERNANCE:

In terms of Regulation 27 and other applicable provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and relevant sectionsof the Companies Act 2013 Report on Corporate Governance and Auditors' Certificate areincluded in the Annual Report. The Compliance Certificate from the auditors regardingcompliance of conditions of Corporate Governance as stipulated in SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 from the period 01.04.2021 to31.03.2022 is annexed with this report.

POLICIES:

During the year under review your Company has written policies asrequire under the Companies Act 2013 and rules made there under and the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 as amended from time to time. All Policies may be accessed on the website of theCompany at www.naveentile.com.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company believes in the conduct of the affairs of its constituentsin a fair and transparent manner by adopting highest standards of professionalismhonesty integrity and ethical behavior. In terms of Section 177(9) of the Companies Act2013 Your Company has a written Vigil Mechanism/ Whistle Blower Policy which may beaccessed at www.naveentile.com. The vigil mechanism was established for directors andemployees to report to the management instances of unethical behavior actual orsuspected fraud or violation of the Company's code of conduct or ethics policy.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROL:

In terms of Sec.134 (5)(c) the Company has an adequate system ofinternal financial control in place with reference to financial statements in additionthere are operational controls and fraud risk controls covering the entire spectrum ofinternal financial control for ensuring proper and efficient conduct of its business thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information Internal Audit is carried out by external auditors and periodicallycovers all areas of business.

FAMILIARISATION PROGRAM:

In terms of regulations 25(7) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with a view to familiarize the IndependentDirectors with the company's operations the company has conducted a program which interalia includes various presentation given by the practicing professionals business headsand KMPs of the Company.

SHARE CAPITAL:

During the year under review the Company has allotted 2616559 equityshares to Murudeshwar Power Corporation Private Limited by a promoter group conversion ofequal number of warrants as shown in tabular forms on preferential basis:

Name of Allottees (Promoters Group) Allotment of equity shares by conversion of warrants Face Value (In Rs.) Equity Share Issue Price (In Rs.)
1st Tranche (FY: 2021-22)
Murudeshwar Power Corporation Private Limited 2616559 10.00 18.00
Total 2616559 10.00 18.00

Except the above the company has not raised any funds throughpreferential allotment or qualified institutional placement as specified under regulation32(7A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 orby further issue of shares (Bonus ESOP etc.) under the Companies Act 2013.

Hence authorised share capital remains the same of Rs. 7162.00 Lakhsand the Paid-up Equity Share Capital has been increased from Rs. 5233.13 lakhs to Rs.5494.78.

PREVENTION OF INSIDER TRADING:

In terms of the SEBI (Prohibition of Insider Trading) Regulations2015 the Company has made a Code of practices and procedures for fair disclosure ofunpublished price sensitive information and prevention of insider trading to prohibit theinsider trading to govern the fair disclosure of unpublished price sensitive informationand to attain equality of access to such information with a view to regulate trading insecurities by the Directors and designated employees of the Company. All Directors and thedesignated employees have confirmed compliance with the Code.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory secretarial auditors and external consultants and the reviews performed byManagement and the relevant Board Committees including the Audit Committee the Board isof the opinion that the Company's Internal financial controls were adequate and effectiveduring the financial year 2021-22.

In terms of Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:

a. In the preparation of the annual accounts the applicable accountingstandards have been followed and that there are no material departures there from;

b. They have in the selection of the accounting policies consultedthe Statutory Auditors and have applied them consistently and made judgements andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit of theCompany for that period;

c. They have taken proper and sufficient care to the best of theirknowledge and ability for the maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively;

f. They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

APPRECIATION AND ACKNOWLEDGEMENT:

Your directors take this opportunity to extend their deep sense ofgratitude to the Banks Central and State Governments and their departments and the LocalAuthorities for their continued support and employees at all levels for their hard workdedication and commitment and as well to our esteemed shareholders. Your directors wouldalso like to record appreciation for the support and cooperation your Company has beenreceiving from its suppliers dealers business partners and others associated with theCompany. We are deeply grateful for the confidence and faith that you have always reposedin us.

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