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RCC Cements Ltd.

BSE: 531825 Sector: Industrials
NSE: N.A. ISIN Code: INE335N01015
BSE 00:00 | 30 Aug RCC Cements Ltd
NSE 05:30 | 01 Jan RCC Cements Ltd
OPEN 10.31
PREVIOUS CLOSE 10.31
VOLUME 1
52-Week high 10.31
52-Week low 8.92
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.31
CLOSE 10.31
VOLUME 1
52-Week high 10.31
52-Week low 8.92
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

RCC Cements Ltd. (RCCCEMENTS) - Director Report

Company director report

To the Members of RCC Cements Limited

The Directors are pleased to present their 30th Annual Report on thebusiness and operations of RCC Cements Limited and the Financial Accounts of the companyfor the Financial Year ended on March 31 2021.

FINANCIAL RESULTS

(Rs. In Lacs)

PARTICULARS CURRENT YEAR PREVIOUS YEAR
31.03.2021 31.03.2020
Income from Operations - -
Other Income - -
Total Revenue - -
Profit /(Loss) before Depreciation and Taxation (13.12) (12.68)
Less: Depreciation - -
Profit / (Loss) before Taxation - -
Provision for Taxation - -
Deferred tax - -
Profit / (loss) after Taxation (13.12) (12.68)
Profit / (Loss) brought forward from previous years (289.52) (276.84)
Balance Carried forward (302.64) (289.52)

1. Results of operations

During the year under review there were no operations. The company therefore had notgenerated any revenue from operations. However during the previous year although thecompany had not generated any revenue from operations During the year under review yourcompany had incurred a loss aggregating to Rs. 13.12 lacs as against a loss of Rs. 12.68lacs during the previous financial year.

2. Dividend

Keeping in view the losses incurred by the Company your Directors do not recommend anydividend for the year ended March 31 2021.

3. Reserves

In view of the losses incurred by the Company no amount is proposed to be transferredto Reserves for the year under review.

4. Brief description of the Company's working during the year. Review ofOperations

There were no operations during the year under review The company therefore had notearned any income during the F.Y. 2020-2021. The company had incurred a net loss of Rs.13.12 lacs - as against a net loss (before tax ) of Rs. 12.68 lacs in the previous year.Your Directors are putting in their best efforts to improve the overall financial positionand the profitability of the Company.

5. Change in the nature of business if any

During the year there is no change in the nature of business activity of the company.

6. Material changes and commitments if any affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report

The ongoing pandemic caused by the deadly corona virus may be regarded as one of thegravest humanitarian crises that has brought the entire world to a critical juncture.There seemed a ray of hope in the decline of cases in late 2020 and early 2021 which ledindividuals to put their guard down against the virus thereby leading to carelessflouting of COVID-19 lockdown rules. Today we are paying a hefty price for the same asthe virus has mutated over time and emerged stronger in the second wave which has wreakedhavoc across the nation. The pandemic has affected all sectors alike and our company toohas been no exception to the same.

The operations of the Company were disturbed due to the Corona Virus Pandemic becauseof which lockdown was imposed by the government as a result it further affected thefinancial position of our company. Due to the impact of Corona Virus and the suddenlockdown imposed by both the Central and State Governments in the wake of COVID-19pandemic the Company had to suspend its operations which has adversely impacted itsbusiness. Moreover the employees of the company were unable to attend the office due tothe lockdown imposed by the Government during the first and second wave. In the absence ofany operations there is a considerable decline in the revenues generated by the companyand the profitability of the company for the year ended 31st March 2021 is also adverselyimpacted as no operations were being carried on by the Company. Presently the company isfacing many problems such as manpower shortage liquidity crunch etc.

Further BSE has vide its Circular no. LIST/COMP/OPS/ 16 /2019-2020 dated June 11 2019and Notice no. 20190903-37 dated September 3 2019 has initiated action against thecompany by freezing the Demat accounts of its Promoter and Promoter Group for all debitsand further the shares of the company are also marked as suspended for trading on BSE'sweb portal w.e.f. 12th March 2020 due to non-payment of its annual listing fees.

However BSE vide its notice no. 20210219-31 dated 19 Feb 2021has allowed the tradingof shares of the company on Trade-for-Trade basis only on the first trading day of everyweek till the company makes payment of outstanding ALF to the Exchange.

7. Details of significant and material orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and company's operations in future

During the year there is no significant and material orders passed by the Regulatorsor Courts or Tribunals which impact the going concern status and company's operations infuture.

However as mentioned in point 6above BSE has vide its Circular no. LIST/COMP/OPS/ 16/2019-2020 dated June 11 2019 and Notice no. 20190903-37 dated September 3 2019 hasinitiated action against the company by freezing the Demat accounts of its Promoter andPromoter Group for all debits and further the shares of the company are also marked assuspended for trading on BSE's web portal w.e.f. 12th March 2020 due to nonpayment of itsannual listing fees.

Further BSE vide its notice no. 20210219-31 dated 19 Feb 2021has allowed the tradingof shares of the company on Trade-for-Trade basis only on the first trading day of everyweek till the company makes payment of outstanding ALF to the Exchange.

8. Details in respect of adequacy of internal financial controls with referenceto the Financial Statements

The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has no Subsidiary. During the year under review no company has becomesubsidiary/Joint venture/Associate of the company.

10. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement

During the year no consolidated financial statements have been prepared by the companyas the Company neither has a subsidiary company nor an associate company or had enteredinto any Joint Venture with any entity.

11. Deposits

Your Company has not accepted any deposits from public within the meaning of Section 73of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014during the year under review. The details relating to deposits covered under Chapter V ofthe Act is as under: -

S.No Particulars Amount / remarks
(a) Accepted during the year Rs. Nil
(b) Remained unpaid or unclaimed as at the end of the year Rs. Nil
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved N.A Since the company had not accepted any deposit during the financial year under review
(i) At the beginning of the year Rs. Nil
(ii) Maximum during the year Rs. Nil
(iii) At the end of the year Rs. Nil

12. Auditors

A. Statutory Auditors:

M/s. Nemani Garg Agarwal & Co. (Firm's Registration No. 010192N) CharteredAccountants Delhi were appointed by the shareholders as the Statutory Auditors of theCompany at the 28thAnnual General Meeting held on 30th September2019for a period of 5 consecutive years commencing from the conclusion of 28thAnnualGeneral Meeting until the conclusion of 33rdAnnual General Meeting of theCompany.

Brief Profile of Nemani Garg Agarwal & Co.

Nemani Garg Agarwal & Co. is a leading Chartered Accountancy Firm renderingcomprehensive professional services which include Audit Management Consultancy TaxConsultancy Accounting Services Manpower Management Secretarial Services etc.

Nemani Garg Agarwal & Co. is a professionally managed firm. The team consists ofdistinguished Chartered Accountants Corporate Financial Advisors and Tax Consultants. Thefirm represents a combination of specialized skills which are geared to offers soundfinancial advice and personalized proactive services. Those associated with the firm haveregular interaction with industry and other professionals which enables the firm to keeppace with contemporary developments and to meet the needs of its clients.

Statutory Auditors' Report:

The comments on statement of accounts referred to in the report of the Auditors areself explanatory. Auditor's Report does not contain any qualification reservation oradverse remark.

B. Secretarial Auditors:

As required under Section 204 of the Companies Act 2013 and Rules thereunder theBoard had appointed M/s. Kundan Agrawal & Associates Practicing Company Secretariesas Secretarial Auditors of the Company for the F.Y. 2020-21.

Annual Secretarial Compliance Report & Secretarial Audit Report

SEBI Vide its circular bearing no. CIR/CFD/CMD1/27/2019 dated February 8 2019 mandatedthat all listed entities in addition to Secretarial Audit on an annual basis require acheck by the PCS on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder.

In compliance with the said circular M/s. Kundan Agarwal & Associates CompanySecretaries the Secretarial Auditors of the Company examined the compliance of allapplicable SEBI Regulations and circulars / guidelines and provided their report. TheSecretarial Auditors vide their report dated 24thJuly 2021 and SecretarialCompliance Report dated 08th June 2021 have reported that your company hasmaintained proper records under the provisions of SEBI Regulations and Circulars /Guidelines issued thereunder except to the fact that the company has not paid the AnnualListing Fees of BSE. Further it has also been mentioned in the said Report that BSE hasvide its Circular no. LIST/COMP/OPS/ 16 /2019-2020 dated June 11 2019 and Notice no.20190903-37 dated September 3 2019 has initiated action against the company by freezingthe Demat accounts of its Promoter and Promoter Group for all debits and further theshares of the company are also marked as suspended for trading on BSE's web portal w.e.f.12th March 2020 due to nonpayment of its annual listing fees.

However BSE vide its notice no. 20210219-31 dated 19 Feb 2021has allowed the tradingof shares of the company on Trade-for-Trade basis only on the first trading day of everyweek till the company makes payment of outstanding ALF to the Exchange.

The company is facing financial hardships and liquidity crunch due to COVID-19 pandemicand therefore at present is unable to pay the outstanding listing fees of BSE. Howeverthe management of the company is trying to arrange necessary funds to clear itsoutstanding annual listing fees and to revoke the consequent suspension on trading of itsshares. . There are no other qualifications reservations adverse remarks or disclaimersgiven by the Secretarial Auditor in the Report except those mentioned above.

The company has also obtained a certificate from M/s Kundan Agrawal & AssociatesPractising Company Secretary confirming that none of the Directors on the Board of theCompany has been debarred or disqualified from being appointed or continuing as Directorsof Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairsor any such Statutory Authority

The Annual Secretarial Compliance Report and the Secretarial Audit Report andcertificate regarding disqualification of Directors for the F. Y. 2020-21 is provided as Annexure-1(A)1(B) & 1(C) respectively.

C. Internal Auditor:

Pursuant to the provision of the Companies Act 2013 and Rules framed thereunder theBoard of Directors on the recommendation of the Audit Committee had appointed M/s.Sanghi& Co. Chartered Accountants as the Internal Auditor of the company for the FY2020-21.

13. Share Capital

A. Issue of equity shares with differential rights: During the year company has notissued any equity shares with differential rights.

B. Issue of sweat equity shares during the year company has not issued any Sweatequity shares.

C. Issue of employee stock options During the year company has not issued employeestock options.

D. Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees Rs. Nil

E. Bonus Shares - No bonus shares were issued during the year under review.

14. Annual Return

An Extract of the Annual Return in form MGT-9 as of March 31 2021 pursuant to the subsection (3) of Section 92 of the Companies Act 2013 and forming part of the report isplaced at the Company's website under the web link: :

http://www.rcccements.com/investor/areturn/2020-21/mgt9.pdf and is annexed as (Annexure2).

Further pursuant to Sections 92 and 134 of the Act the Annual Return as at March 312021 in Form MGT-7 is available on the website of the Company at the link:http://www.rcccements.com/investor/areturn/2020-21/mgt7.pdf

15. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A) Conservation of energy:

Your company has undertaken various energy efficient practices which has strengthenedthe Company's commitment towards becoming an environment friendly organization. TheCompany makes all efforts towards conservation of energy protection of environment andensuring safety. As far as possible company is utilizing alternate sources of energy.

B) Technology absorption:

The business of the company is not technology driven. No technology has been imported.There is nothing to be disclosed on account of technology absorption.

C) Foreign exchange earnings and Outgo during the year:

Particulars Amount (in Rs. Lacs)
Foreign Exchange Earned in terms of actual inflows Nil
Foreign Exchange outgo in terms of actual outflows Nil Nil

16. Corporate Social Responsibility (CSR)

In terms of Section 135(1) of the Companies Act 2013 the provisions of CorporateSocial Responsibility are not applicable to the Company.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel Appointment and Cessation

During the year under review Ms. Amanpreet Kaurwas again appointed as the CompanySecretary and the Compliance officer of the company w.e.f. 18thJune 2020 afterher resignation from the post of Company Secretary and the Compliance officer of thecompany w.e.f. 31st March 2020 which was accepted by the Board in its meetingheld on 05th June 2020.

After the year under review she further resigned from the post of Company Secretaryand the Compliance officer of the company w.e.f. 29th May 2021.

Further Ms. Vatika Jain was appointed as the Company Secretary and the Complianceofficer of the company w.e.f. 14th June 2021 to fill the intermittent vacancyarised due to the resignation of Ms. Amanpreet Kaur.

Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 Mr. Sunil Kumar (DIN00175301) Managing Director of the Company retires by rotation at the forthcoming AGMand being eligible offers himself for re-appointment.

Considering the background and experience of Mr. Sunil Kumar the Board is of theopinion that her reappointment will immensely benefit your Company. The Board recommendshis reappointment as a Director Liable to retire by rotation.

Brief resume of the Mr. Sunil Kumar Managing Director of the Company who is proposedto be re-appointed is mentioned hereinbelow:

Mr. Sunil Kumar aged about 59 years is a Commerce graduate from a reputed University.He has an enriched experience and significant expertise of over 32 years in preparingbusiness plans business valuation audit accounts finance taxation project managementand stock broking activities. He has always demonstrated a certain dynamism and foresightseen in the most pragmatic of professional.

Details of his Directorship and Committee Memberships as on 31st March 2021in other companies is as follows:-

Sl. No. Directorships in other Public Companies Committee Membership/Chairmanship
1. eShoppers India Limited NIL

Mr. Sunil Kumar does not hold any shares in the Company and is not related to any ofthe Directors of the company.

B. Appointment of Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act 2013 and Regulation 17of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended from time to time your Company has requisite number of Independent Directors onits Board. Your Company has duly complied with the requirements of the said provisions forappointment of Independent Directors during the year under review.

C. Declaration by Independent Directors

Your Company has received necessary declaration from each Independent Directors of theCompany under Section 149(6) of the Companies Act 2013 read with Regulation 16 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 confirming that theymeet with the criteria of independence as prescribed under the aforesaid Section andRegulation.

D. Formal Annual Evaluation

In compliance with the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board had adopted a formal mechanism forevaluating its performance as well as that of its Committees and Individual Directorsincluding the Chairman of the Board. Structured questionnaires were used in the overallBoard evaluation comprising various aspects of Board function.

The evaluation of Independent Directors was carried out by the entire Board and that ofthe Chairman and Non -Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

18. Number of meetings of the Board of Directors

Eight (8) meetings of the Board of Directors were held during the year on 05/06/202018/06/2020 30/07/2020 11/09/2020 11/11/2020 30/11/2020 11/02/2021 and 30/03/2021. .One separate meeting of Independent Directors of the Company was also held on 30/03/2021.

19. Committees of the Board

The Board had constituted following committees in accordance with the Companies Act2013 and Regulation 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015:

Audit Committee

Stakeholders' Relationship Committee

Nomination and Remuneration Committee

Details of the said Committees alongwith their charters compositions and meetings heldduring the year are provided in the Report of Corporate Governance which forms part ofthis Annual Report.

Recommendation of Audit Committee

During the year under review there were no instances of non-acceptance of anyrecommendation of the Audit Committee by the Board of Directors.

20. Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board Evaluation framework. The Companies Act 2013provides that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its Committees and individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of Independent Directors shallbe done by the entire Board of Directors excluding the director being evaluated. TheBoard of Directors had carried out an annual evaluation of its own performance BoardCommittees and individual directors pursuant to the provisions of the Companies Act 2013and the corporate governance requirements as prescribed by Securities and Exchange Boardof India ("SEBI") under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Structured questionnaires were used in the overall Board evaluationcomprising various aspects of Board function. The performance of the Board was evaluatedby the Board on the basis of Performance Evaluation Policy formulated by the Board andafter seeking inputs from all the directors on the basis of the criteria such as the Boardcomposition and structure effectiveness of board processes information and functioningetc. The performance of the Committees were evaluated by the Board after seeking inputsfrom the Committee members on the basis of the criteria such as the composition ofcommittees effectiveness of Committee meetings etc. and on such further criteria as isset out in the Performance Evaluation Policy (as per Annexure 3) formulated by theNomination and Remuneration Committee and approved by the Board to evaluate theperformance of the Board and its Committees. The Board and the Nomination and RemunerationCommittee ("NRC") reviewed the performance of the individual directors on thebasis of the criteria such as the contribution of the individual director to the Board andCommittee meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc. In addition the Chairman was alsoevaluated on the key aspects of his role. In a separate meeting of Independent Directorsheld on 30/03/2021 the performance of non-Independent Directors the performance of theBoard as a whole and performance of the Chairman was evaluated taking into account theviews of executive directors and non-executive directors. The same was discussed in theboard meeting that followed the meeting of the Independent Directors at which theperformance of the Board its committees and individual directors was also discussed.Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated. Based on the outcome of performance evaluationfor the financial year 2020-21 further measures/actions have been suggested to improveand strengthen the effectiveness of the Board and its Committees.

21. Policy On Directors' Appointment And Remuneration

Your Company has a policy to have an appropriate mix of executive and Independentdirectors to maintain the independence of the Board and separate its functions ofgovernance and management. As on March 31 2021 the Board consisted of 4 members out ofwhom one is an Executive Director two are Independent Directors and one is aNon-Executive Woman Director.

The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Companies Act2013 adopted by the Board is attached as Annexure 4to the Board Report. Furtherthe remuneration paid to the Directors is as per the terms laid out in the nomination andremuneration policy of the Company. However your directors have voluntarily decided notto take any remuneration or sitting fees.

22. Risk management policy and Internal Control

The Company has adopted a Risk Management Policy duly approved by the Board and alsohas in place a mechanism to identify access monitor and mitigate various risks to keybusiness objectives. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.

23. Whistle Blower Policy and Vigil Mechanism

Your Company has established a "Whistle Blower Policy" and Vigil Mechanismfor directors and employees to report to the appropriate authorities concerns about theunethical behavior actual or suspected fraud or violation of theCompany's code of conductpolicy and provides safeguards against victimization of employees who avail the mechanismand alsoprovide for direct access to the Chairman of the Audit Committee. The said policyhas been uploaded on the website of the company and can be accessed athttp://www.rcccements.com/policy.html.

24. Particulars of loans guarantees or investments under Section 186

Particulars and details of loan given investments made or guarantees given andsecurities provided if any are given in the Notes to the Financial Statements.

25. Contracts and arrangements with related parties

All Related Party Transactions if any that were entered into during the financialyear were on an arm's length basis The policy on Related Party Transactions as approved bythe Board is uploaded on the Company's website http://www.rcccements.com/policy.html. Thedetails of the transactions with related parties are provided in Notes to FinancialStatements.

26. Corporate Governance

Your Company has been benchmarking itself with well-established Corporate Governancepractices besides strictly complying with the requirements of Regulation 17 to 27 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and / or anyother applicable Regulation of the SEBI as amended from time to time.

A separate "Report on Corporate Governance" together with requisitecertificate has been granted by the Statutory Auditors of the Company confirmingcompliance with the provisions of Corporate Governance as per the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed to this Report.

27. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March2021 the applicable accounting standards had been followed and no material departureshave been made from the same;

(b) the directors have 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 i.e. on31st March 2021 and of the profit or 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 Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

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

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

28. Particulars Of Employees

There are no employees employed throughout the financial year who were in receipt ofremuneration of Rs. 102.00 lacs or more or employed for part of the year who were inreceipt of remuneration of Rs. 8.50 lacs or more a month under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Remuneration) Rules 2014. Disclosure u/s197(12) and Rule 5(1) of the Companies Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are annexed herewith as Annexure 5.

During the year under review none of the Directors of the Company have receivedremuneration from the Company. The Nomination and Remuneration Committee of the Companyhas affirmed in its meeting held on March 30 2021 that the remuneration paid to theSenior Management Employee/KMPs is as per the remuneration policy of the Company.

29. Internal Auditors & Their Report

Pursuant to the provisions of Section 138 of the Companies Act 2013 and Rules madethereunder the Company had appointed M/s Sanghi& Co. as Internal Auditor for thefinancial year 2020-21.

Internal Financial Control and Their Adequacy

The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure. The Company has an adequate internal controls system commensurate with itssize and the nature of its business. All the transactions entered into by the Company areduly authorized and recorded correctly. All operating parameters are monitored andcontrolled. The top management and the Audit Committee of the Board of Directors reviewthe adequacy and effectiveness of internal control systems from time to time.

30. Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition&Redressal) Act 2013 read with Rules thereunder

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition &Redressal) Act 2013 read with Rules thereunder the Companyhas not received any complaint of sexual harassment during the year under review.

31. Reporting Of Frauds By Auditors

During the year under review the Statutory Auditors and the Secretarial Auditor havenot reported any instances of frauds committed in the Company by its Officers or Employeesto the Audit Committee under Section 143(12) of the Companies Act 2013 details of whichneed to be mentioned in this Report.

32. Secretarial Standards

The Company has complied with the provisions of the applicable Secretarial Standardsi.e. SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2(Secretarial Standard on General Meetings).

33. Human Resources

Your Company treats its "human resources" as one of its most importantassets. We focus on all aspects of the employee lifecycle. This provides holisticexperience for the employees as well. During their tenure at the Company employees aremotivated through various skill development programs. We create effective dialogue throughour communication channels to ensure that feedback reach the relevant team includingleadership.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

34. Segment-wise performance

The Company is into single reportable segment only.

35. Management Discussion and Analysis

The Management Discussion and Analysis Report on the business of the Company andperformance review for the year ended March 31 2021 as stipulated in Regulation 34 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presentedin a separate report which forms part of the Report.

36. Acknowledgements

Your Directors are grateful to the Government of India the Reserve Bank of India theSecurities and Exchange Board of India the Stock Exchanges and other regulatoryauthorities for their valuable guidance and support and wish to express their sincereappreciation for their continues co-operation and assistance. We look forward for theircontinued support in future. Your directors would like to express their sincereappreciation for the assistance and cooperation received from banks customers vendorsGovernment members and employees during the year under review. Finally the Directorsthank you for your continued trust and support.

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