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Sagar Cements Ltd.

BSE: 502090 Sector: Industrials
NSE: SAGCEM ISIN Code: INE229C01021
BSE 00:00 | 07 Feb 211.95 -4.05
(-1.88%)
OPEN

216.15

HIGH

217.40

LOW

210.35

NSE 00:00 | 07 Feb 211.55 -3.95
(-1.83%)
OPEN

217.00

HIGH

218.40

LOW

210.35

OPEN 216.15
PREVIOUS CLOSE 216.00
VOLUME 1978
52-Week high 274.90
52-Week low 155.15
P/E 51.07
Mkt Cap.(Rs cr) 2,770
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 216.15
CLOSE 216.00
VOLUME 1978
52-Week high 274.90
52-Week low 155.15
P/E 51.07
Mkt Cap.(Rs cr) 2,770
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sagar Cements Ltd. (SAGCEM) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their Forty First Report togetherwith the audited Stand-alone and Consolidated financial statements of the Company for theyear ended 31st March 2022.

Financial Results

This discussion on the financial condition and results of operations ofyour Company for the year ended 31st March 2022 which are summarised belowshould be read in conjunction with its audited stand-alone and the consolidated financialstatements containing financials and notes thereto of Sagar Cements Limited and itssubsidiaries namely Sagar Cements (M) Private Limited and Jajpur Cements Private Limited.

( Rs. in Lakhs)

Standalone Consolidated
Description 2021-22 2020-21 2021-22 2020-21
Revenue from operations 156786 137488 159687 137132
Other Income 2691 854 1342 778
Total income 159477 138342 161029 137910
Total expenses 128177 97273 132110 97088
Operating Profit before Interest Depreciation and Tax 28609 40215 27577 40044
Less: Finance Cost 6934 4607 9248 4656
Depreciation 8035 8057 9271 8103
Profit before tax 16331 28405 10400 28063
Total Tax 5953 9479 4485 9451
Profit after Tax 10378 18926 5915 18612
Other Comprehensive Income 127 7 131 7
Total Comprehensive Income 10505 18933 6046 18619
Basic & Diluted Earnings per share of Rs. 2 each 8.83 16.36 5.03 16.09

Performance

Despite increase in the input cost particularly power and fuel yourCompany could achieve a reasonable performance resulting in an operational profit of Rs.275.77 crores. To avoid repetition in the Directors? Report further details aboutother aspects of the performance of the Company during the year 2021-22 have beenfurnished in the Management Discussion and Analysis Report as annexure to this report.

Dividend

Dividend is recommended by your Board taking into consideration thefactors like overall profitability cash flow capital requirements and other businessconsideration as well as the applicable regulatory requirements read with the dividenddistribution policy adopted by your Company which is available on your Company?swebsite. In this background your Board of Directors is pleased to recommend a dividend atRs. 0.70 per equity share (35%) on the 130707548 equity shares of Rs. 2/- each of yourCompany. This would result in a total outflow of Rs. 914.95 lakhs.

The Dividend Distribution Policy of the Company is available on theCompany?s website and can be accessed at: https://sagarcements.in/wp-content/uploads/2020/08/Scl Dividend-Distribution- Policy.pdf

Transfer to Reserves

No transfer to any reserve is proposed and accordingly the entirebalance available in the Statement of Profit and Loss is retained in it.

Authorised Share Capital

During the year 2021-22 face value of equity shares of your Companywas split from Rs. 10/- each into Rs. 2/- each as a result of which the total number ofequity shares went up from 23500000 equity shares of Rs. 10/- each to 117500000equity shares of Rs. 2/- each and accordingly the paid-up share capital as on 31stMarch 2022 was Rs. 235000000/- divided into 117500000 equity shares of Rs. 2/-each.

The Hon?ble National Company Law Tribunal Hyderabad Bench-I videits order dated 15th March 2022 approved the Scheme of Amalgamation of SagarCements (R) Limited ("Transferor Company") a Wholly-owned Subsidiary with theCompany. By virtue of said Scheme the authorised share capital of the Transferor Company(i.e. Equity Share Capital of Rs. 1160000000/- and Preference Share Capital of Rs.430000000/-) was merged with the authorised share capital of the Company w.e.f. theeffect date i.e.15th March 2022.

Accordingly the authorised share capital of the Company is Rs.1825000000/- comprising of 697500000 Equity Shares of Rs. 2/- each and 43000000Preference Shares of Rs. 10/- each as on 31st March 2022.

Paid-up Share Capital

As on 31st March 2022 the paid-up share capital of theCompany was Rs. 235000000/-. With the split of face value of equity shares from Rs.10/- into Rs. 2/- each the total number of fully paid-up equity shares increased from23500000 to 117500000.

Pursuant to the approval accorded by the shareholders at theirExtra-ordinary General Meeting held on 23rd April 2022 the SecuritiesAllotment Committee of the Board at their meeting held on 7th May 2022 hassince allotted 13207548 equity shares of Rs. 2/- each at a premium of Rs. 263/- pershare on a preferential basis aggregating to Rs. 350 crores to M/s. PI OpportunitiesFund-I Scheme II an Alternative Investment Fund registered with SEBI under SEBI(Alternative Investment Fund) Regulations 2012. This amount is proposed to be utilised byyour Company for expanding its operations through organic and inorganic means apart frommeeting its incremental working capital requirements and for other general corporatepurposes. With this allotment the paid-up share capital of your Company is Rs.261415096/- divided into 130707548 equity shares of Rs. 2/- each.

Utilisation of Funds Raised through Issue of Non Convertible Debentures

During the financial year 2021-22 your Company issued and allotted ona private placement basis 25000 Secured Redeemable Non-Convertible Debentures (NCDs) offace value of Rs. 100000/- (Rupees One Lakh only) each aggregating to Rs.2500000000/- (Rupees Two Hundred and Fifty Crores only). The funds raised through NCDshave been utilised to meet general business requirements addressing working capital needsas well as expansion of business activities.

Subsidiaries Joint Ventures and Associate Companies

In the year 2015 your Company acquired the entire equity stake in BMMCements Limited which has since been re-named as Sagar Cements (R) Limited. Thiswholly-owned subsidiary has a cement plant of 1.25 Million MTs per annum capacity alongwith a coal based captive power plant of 25 MW capacity in Gudipadu Village in AnanthapurDistrict A.P. With a view to achieving more synergy in the operations of your group as awhole this subsidiary has since been merged with the holding company Sagar CementsLimited.

As you may be aware your Company had acquired majority stake inSatguru Cement Private Limited which has since been renamed as Sagar Cements (M) PrivateLimited (SCMPL) to set-up a green field integrated cement plant of 1 MTPA capacity with awaste heat recovery plant in the State of Madhya Pradesh. This plant as well as theanother wholly-owned subsidiary Jajpur Cements Private Limited earlier acquired to set-upa 1.5 MTPA capacity grinding station at Jajpur in Odisha have since commenced theircommercial operations during the year 2021-22.

Salient features of the financials of the above mentioned twosubsidiaries have been given in Form AOC-1 as Annexure-1 to this report.

Your Company does not have any Joint Ventures or Associate Companies.

The Board of Directors in their meeting held on 28thJanuary 2022 subject to necessary approvals accorded their consent for themerger/amalgamation of M/s.Jajpur Cements Private Limited a wholly-owned subsidiarycompany with the Company.

Grinding Unit in Bayyavaram

This grinding unit of your Company located at Bayyavaram in VizagDistrict with a capacity of 1.5 MTPA utilises the surplus clinker available at your plantin Mattampally for grinding into slag cement to cater to the markets in South Odisha andNorth Coastal districts of Andhra Pradesh where with the identification of Vishakhapatnamand Kakinada in Andhra Pradesh and Bhubaneswar in Odisha which are being developed as‘smart cities? under the Prime Minister?s ‘Smart Cities Mission?.

Future Outlook

The cement produced from your Company?s plants is presentlycatering to the markets in Telangana Andhra Pradesh Karnataka MaharashtraChhattisgarh Odisha Jharkhand Madhya Pradesh Tamil Nadu and Gujarat.

The cement demand during the financial year 2022 was around 350 milliontonnes. The expected demand growth during the financial year 2023 is around 7 to 8%. Thisgrowth is expected to be driven by the Government?s infrastructure and continuedgrowth in rural housing and steady revival in urban demand.

While the financial year 2023 is likely to witness one of the highestcapacity additions most of it are grinding units set-up to optimise costs more thanadding supplies. Capacity utilisations is therefore expected to remain at around 65%.

However we believe that the Central Government initiatives on theinfrastructure including proposal to allocate funds in the form of interest free loans tofund the PM Gati Shakti Scheme and other infrastructure projects and issue green bonds forprojects would all help to drive cement demand.

Cement demand from the housing segment continues to have support fromCentral and State Governments under the affordable housing PMAY Scheme. This will be inaddition to the regular demand from construction of new houses (due to population growthand increasing urbanisation and nuclearisation) and replacement / renovation of existinghouses. Demand from urban housing which was hit hard by the pandemic during the lastcouple of years witnessed a mild recovery during FY22.

However with the on-going Russia-Ukraine conflict impacting inputcosts and constrained supply position as weather and environmental concerns in keyproducing countries such as South Africa Indonesia and China pose a serious challengefor the sector. Power and fuel costs which were earlier expected to peak during secondhalf of FY22 will now witness a sharp increase in FY23 as coal and pet coke prices hitnew high in March 2022.

Thus taking an overall view of the above your Board is cautiouslyoptimistic about the future outlook for your Company.

Risk Management System

While your Company is subject to normal external business risks thatare associated with similar companies operating within the cement industry your Companyattaches utmost importance to the assessment of internal risks and the management thereofin all its dealings. Like any other dynamic business organisations your Company isconstantly on the lookout for identifying new opportunities to enhance its enterprisevalue. Keeping in view the need to minimise the risks associated with such efforts everyproposal of significant nature is screened and evaluated for the risks involved in it andthen approved at different levels in the organisation before implementation.

With a view to overcoming the risk of dependence exclusively upon anyparticular marketing segment or region your Company is trying to reach out to a widersection of its ultimate consumers and as mentioned earlier is looking for growthopportunities in other States where infrastructure spending is set to get a boost.

Your Company has adequate system to manage the financial risks of itsoperations. The system is implemented through imposition of checks and balances onextending credit to the customers audits like internal audit statutory cost andsecretarial audit all of which are periodically carried out through external firmsproper appraisal of major capital expenditure adherence to the budget norms covering allareas of its operations and by adequate insurance coverage for the Company?sfacilities.

To focus on the risk management being followed by your Company acommittee has been formed exclusively for the purpose in which two members areindependent directors.

Further details on this are available in the Management Discussion andAnalysis Report.

Internal Control System and its Adequacy

Your Board of Directors are satisfied with the adequacy of the internalcontrol system currently in force in all major areas of operations of the Company whichis supported by an ERP and compliance management systems. The audit committee assists theboard of directors in monitoring the integrity of the financial statements reservationsif any expressed by the Company?s auditors including the financial cost internaland secretarial auditors and based on their inputs your board is of the opinion that theCompany?s internal controls are adequate and effective.

Human Resource Development and Industrial Relations

Your Company continues to enjoy cordial relationship with all itspersonnel at its Plants Offices and on the field.

Your Company is organising training programmes wherever required forthe employees concerned to improve their skill. They are also encouraged to participate inthe seminars organised by the external agencies related to the areas of their operations.

Your Company continues to focus on attracting and retaining competentpersonnel and providing a holistic environment where they get opportunities to grow andrealise their full potential. Your Company is committed to providing all its employeeswith a healthy and safe work environment.

Sexual Harassment

Regarding the Sexual Harassment of Women at the work place (PreventionProhibition & Redressal) Act 2013 your Company has an Internal Complaints Committee.No complaints were received or disposed off during the year under the above Act and nocomplaints were pending either at the beginning or at the end of the year.

Your Company has complied with the provisions relating to theconstitution of Internal Complaints Committee (ICC). ICC is responsible for redressal ofcomplaints related to sexual harassment and follows the guidelines provided in the policy.ICC has its presence at corporate office as well as at site locations.

Awards and Recognitions

Your Company has already achieved ISO Certification ISO 9001:2015 forQuality Management System Standard ISO 14001:2015 for Environmental Management SystemStandard ISO 45001:2018 for Occupational Health and Safety Management System Standard andISO 50001:2018 for Energy Management.

Your Company was awarded with "Best Management Award" inappreciation of providing local employment and providing skill development training forlocal newly qualified graduates at Mattampally unit by Ministry of Labour Government ofTelangana.

Your Company?s Gudipadu Unit was awarded with "State leveland Zonal level overall 2nd price for Mines Safety-2022" in appreciationof the Safety and other working parameters in Mines by Mines Safety Association Karnatakaunder the aegis of Directorate General of Mines Safety Government of India.

As the shareholders are aware your Company?s Laboratory at itsPlant in Mattampally is the recipient of the Accreditation by the National AccreditationBoard for Testing and Calibration Laboratories (NABL) which is the sole accreditationbody for testing and calibration laboratories under the aegis of Department of Science andTechnology Government of India.

Directors Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act 2013 your board ofdirectors to the best of their knowledge and ability confirm that:

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

ii. the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

iii. t he directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv. the directors have prepared the annual accounts on a going concernbasis;

v. the directors have laid down internal financial controls to befollowed by the Company and such internal financial controls are adequate and operatingeffectively;

vi. the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

Directors and Key Managerial Personnel

On recommendation of the Audit Committee and Nomination andRemuneration Committee the Board of Directors in their meeting held on 1stJuly 2021 re-appointed Dr.S.Anand Reddy as Managing Director and Shri S.Sreekanth Reddyas Joint Managing Director respectively for a further period of 3 years with effect from31st October 2021 and subsequently approval of shareholders was taken in the40th AGM held on 28th July 2021.

In accordance with the provisions of Section 152 of the Companies Act2013 Dr. S. Anand Reddy and Shri John-Eric Bertrand will be retiring by rotation at theensuing Annual General Meeting and being eligible offer themselves for re-appointment.Necessary resolutions seeking the approval of the members for the re-appointments havebeen incorporated in the notice of the annual general meeting of the Company.

In accordance with Clause 3.1 (a) of the Shareholders Agreement dated25th March 2022 entered into between M/s.PI Opportunities Fund-I Scheme II(Investor) the Company and the promoters read with Article 84 and 97 of the Articles ofAssociation of the Company and in accordance with the Communication received from the said

Investor Shri Madhavan Ganesan (DIN: 01674529) was appointed as anadditional director on 11th May 2022 under Section 161 of the Companies Act2013 to act as Nominee Director of M/s.PI Opportunities Fund-I Scheme II and that thesaid Shri Madhavan Ganesan will not be liable to retire by rotation. A suitable resolutionhas been included in the Notice of the Annual General Meeting seeking approval of theshareholders for the said appointment.

Excepting Mrs. S. Rachana who is a director in Panchavati PolyfibresLimited and R V Consulting Services Private Limited whose transactions with the Companyhave been reported under the related parties disclosure in the notes to the accounts noneof the other non-executive directors has had any pecuniary relationship or transactionswith the Company other than the receipt of sitting fee for the meetings of the Board andCommittees thereof attended by them.

Independent Directors Declaration

The Company has received necessary declarations from all theIndependent Directors of the Company in accordance with Section 149 (7) of the CompaniesAct 2013 that they meet the criteria of independence as laid out in Section 149(6) of thesaid Act and Regulation 16 (1) (b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations"). There has been nochange in the circumstances affecting their status as an Independent Director during theyear.

The Independent Directors have also confirmed that they have compliedwith Schedule IV of the Companies Act 2013 and the Company?s Code of Conduct.

The Board of Directors is of the opinion that all the IndependentDirectors possess requisite qualifications experience and expertise in industry knowledgeand corporate governance and they hold highest standards of integrity.

Number of Meetings of the Board

During the year 2021-22 eight meetings of the board were held and thedetails of these meetings of the Board as well as its Committees have been given in thecorporate governance report which forms part of the Integrated Report.

Credit Rating

Details of Credit Ratings obtained by the Company have been given inthe corporate governance report which forms part of the Integrated Report.

Policy on Directors? Appointment and Remuneration and OtherDetails

The Company?s policy on directors? appointment andremuneration and other matters provided in Section 178 (3) of the Companies Act 2013 havebeen disclosed in the corporate governance report.

Under Section 178 (3) of the Companies Act 2013 the Nomination andRemuneration Committee of the board has adopted a policy for nomination remuneration andother related matters for directors and senior management personnel. A gist of the policyis available in the Corporate Governance Report.

Board Evaluation

The Board of directors have carried out an evaluation of its ownperformance and of its committees as well as its individual directors on the basis ofcriteria such as composition of the board / committee structure effectiveness itsprocess information flow functioning etc.

Auditors

M/s. Deloitte Haskins & Sells Chartered Accountants (FR No.008072S) who were re-appointed as Statutory Auditors of the Company by the Shareholdersat their 39th Annual General Meeting held on 9th September 2020 fora second consecutive term of 5 years will be holding their said office from the conclusionof the said Annual General Meeting till the conclusion of the 44th AnnualGeneral Meeting to be held in the year 2025 at such remuneration as may be mutuallyagreed between the Board of Directors of the Company and the said Auditors.

Auditors? Report and Secretarial Auditors? Report

Auditors? Report

The auditors? report does not contain any qualificationsreservations or adverse remarks and it is an unmodified one.

Secretarial Auditors? Report

In accordance with Section 204 (1) of the Companies Act 2013 thereport furnished by the Secretarial Auditors who carried out the secretarial audit of theCompany under the said Section is given in the Annexure-2 which forms part of thisreport. There are no adverse remarks in the said report. Your Company has complied withthe Secretarial Standards applicable for holding Board and General Meetings.

Secretarial Standards

Your Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India from time to time and that such systems are found to be adequate andoperating effectively.

Maintenance of Cost Records

Cost records are required to be maintained by the Company under Section148 (1) of the Companies Act 2013. Accordingly such accounts and records made andmaintained.

Cost Auditors

M/s.Narasimha Murthy & Co. Cost Auditors (FR No.000042) have beenappointed as Cost Auditors of the Company for the year ending 31st March 2023.A resolution seeking shareholders? approval for ratification of the remunerationpayable to the said Cost Auditors has been included in the notice of the AGM. The reportssubmitted by the Cost Auditors are duly filed with the appropriate authorities underSection 148 of the Companies Act 2013.

Details in respect of frauds reported by Auditors under Section 143(12) other than those which are reportable to the Central Government.

No frauds were reported by the Auditors under Sub-Section 12 of Section143 of the Companies Act 2013 read with the Rules made there under.

Particulars of Loans Guarantees and Investments

The particulars of loans guarantees and investments have beendisclosed in the financial statements at appropriate places.

Transactions with Related Parties

Information on transactions with related parties pursuant to Section134 (3) (h) of the Companies Act 2013 read with rule 8 (2) of the Companies (Accounts)Rules 2014 are given in Annexure-3 in Form AOC-2 as part of this report.

All related party transactions entered into during the financial yearwere on an arm?s length basis and in the ordinary course of business. There were nomaterially significant related party transactions entered into by the Company with thepromoters key management personnel or other designated persons that may have potentialconflict with the interests of the Company at large. All related party transactions hadprior approval of the Audit Committee and were later ratified wherever required.

During the year 2021-22 your Company had not entered into transactionswith any person or entity belonging to its promoter / promoter group which holds 10% ormore shareholding in the Company.

Policy on transaction with related parties

Policy on dealing with related party transactions is available on thewebsite of the Company (www.sagarcements.in)

Corporate Social Responsibility

A brief outline of the Corporate Social Responsibility (CSR) Policy ofthe Company along with the initiative taken by your Company are set out in Annexure-4 tothis report in the format prescribed in the Companies (Corporate Social ResponsibilityPolicy) Rules 2014. This policy is also available on the website of the Company www.sagarcements.in.

Annual Return

Annual Return in Form MGT-7 is available on the Company?s web siteand the link for the same is www.sagarcements.in

Particulars of Employees

The information required under Section 197 of the Act read with Rule 5(1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 has been given in the Annexure-5 which forms part of this report.

a. The ratio of the remuneration of each director to the medianremuneration of the employees of the Company for the financial year:

Particulars Ratio to Median Remuneration
Non-Executive Directors Non-Executive Directors are not paid any remuneration other than sitting fee
Executive Directors:-
Dr. S. Anand Reddy 146.55
Shri S. Sreekanth Reddy 141.52

b. The percentage increase in remuneration of each director chiefexecutive officer chief financial officer company secretary in the financial year:

Director Chief Financial Officer and Company Secretary % Increase in remuneration in the financial year
Shri K. Thanu Pillai Non-Executive Director These nonexecutive directors were not paid any remuneration other than the sitting fee.
Shri V.H. Ramakrishnan Non-Executive Director
Mrs. O. Rekha Non-Executive Director
Mrs. Sudha Rani Naga (APIDC Nominee Director)
Shri John-Eric Bertrand Non-Executive Director
Shri Jens Van Nieuwenborgh alternate director to Shri John-Eric Bertrand Non-Executive Director
Mrs. S. Rachana Non-Executive Director
Director Chief Financial Officer and Company Secretary % Increase in remuneration in the financial year
Dr. S. Anand Reddy Managing Director 4.24
Shri S. Sreekanth Reddy Joint Managing Director 3.73
Shri R. Soundararajan Company Secretary 3.83
Shri K. Prasad Chief Financial Officer 10.93

c. The percentage increase in the median remuneration of employees inthe financial year: 0.72

d. The number of permanent employees on the rolls of Company: 751

e. Percentage increase or decrease in the market quotations of theshares of the Company compared to its price at which the Company came out with its lastpublic offer:

Particulars On March 31st 2022 ( Rs. ) * On June 22nd 1992 (') ** % Change
Market Price in NSE 246.35 Not listed -
Market Price in BSE 246.90 45.00 2643.33%

* Face value of Rs. 2/- each ** Face value of Rs. 10/- each

f. The average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year is around 9%. Themanagerial remuneration is as per the approval accorded by the Nomination and RemunerationCommittee of the Board and Shareholders.

g. Affirmation that the remuneration is as per the remuneration policyof the Company:

The Company affirms that remuneration is as per its remunerationpolicy.

Whistle Blower Policy

The Company has formulated and published a Whistle Blower Policy toprovide Vigil Mechanism for employees of the Company to enable them to report theirgenuine concerns if any. The provisions of this policy are in line with the provisions ofthe Section 177 (9) of the Act and the SEBI Listing Regulations and the said policy isavailable on the Company?s website www.sagarcements.in.

Deposits from Public

The Company does not accept any deposits from public during the year.

Conservation of Energy Technology absorption and Foreign ExchangeEarnings and Outgo:

The particulars required under Section 134 (3) (m) of the CompaniesAct 2013 have been provided in the Annexure-6 which forms part of this Report.

Insurance

All the properties of the Company have been adequately insured.

Pollution Control

Your Company is committed to keep the pollution at its plant within theacceptable norms and as part of this commitment it has inter- alia adequate number ofbag filters in the plant.

Sub Committees of the Board

The Board has Audit Committee Nomination and Remuneration CommitteeInvestment Committee Corporate Social Responsibility Committee Stakeholders?Relationship Committee Securities Allotment Committee and Risk Management Committee. Thecomposition and other details of these committees have been given in the Report on theCorporate Governance which forms part of the Integrated Report.

Compliance Certificate

A certificate as stipulated under Schedule V (E) of the SEBI ListingRegulations from a Practicing Company Secretary regarding compliance with the conditionsof Corporate Governance is attached to this Report along with our report on CorporateGovernance.

Material Changes and Commitments since the end of the Financial Year

The shareholders at their Extra-ordinary General Meeting held on 23rdApril 2022 approved a proposal to issue and allot 13207548 equity shares of Rs. 2/-each at an issue price of Rs. 265/- per share through preferential allotment. TheSecurities Allotment Committee in its meeting held on 7th May 2022 allottedthe said 13207548 equity shares to M/s.PI Opportunities Fund-I Scheme II. The processof getting them listed on the Stock Exchanges are currently in progress. Other than thisthere were no other material changes or commitments between the end of the financial yearand the date of this report.

Significant and material orders passed by the Regulators

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its futureoperations.

Cautionary Statement

Statements in this report and its annexures describing company?sprojections expectations and hopes are forward looking. Though these are based onreasonable assumption their actual results may differ.

Acknowledgement

Your Directors wish to place on record their appreciation of thevaluable co-operation extended to the Company by its bankers and various authorities ofthe State and Central Government. They thank the Distributors Dealers ConsignmentAgents suppliers and other business associates of your Company for their continuedsupport. Your Board also takes this opportunity to place on record its appreciation of thecontributions made by the employees of company at all levels and last but not least ofthe continued confidence reposed by you in the Management.

For and on behalf of the Board of Directors
Dr. S. Anand Reddy S. Sreekanth Reddy
Hyderabad Managing Director Joint Managing Director
11th May 2022 DIN:00123870 DIN:00123889

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