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Tulsyan NEC Ltd.

BSE: 513629 Sector: Metals & Mining
NSE: TULSYAN ISIN Code: INE463D01016
BSE 15:41 | 24 Mar 57.24 2.72
(4.99%)
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51.80

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57.24

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51.80

NSE 05:30 | 01 Jan Tulsyan NEC Ltd
OPEN 51.80
PREVIOUS CLOSE 54.52
VOLUME 222314
52-Week high 73.95
52-Week low 19.05
P/E
Mkt Cap.(Rs cr) 86
Buy Price 0.00
Buy Qty 0.00
Sell Price 57.19
Sell Qty 739.00
OPEN 51.80
CLOSE 54.52
VOLUME 222314
52-Week high 73.95
52-Week low 19.05
P/E
Mkt Cap.(Rs cr) 86
Buy Price 0.00
Buy Qty 0.00
Sell Price 57.19
Sell Qty 739.00

Tulsyan NEC Ltd. (TULSYAN) - Director Report

Company director report

Dear Members

Your Directors take immense pleasure in presenting 74th Board's Reportof your Company along with the Balance Sheet Statement of Profit and Loss and Statementof Cash Flow for the financial year ended March 312021.

FINANCIAL SUMMARY:

The highlights of the financial results for the year are given below:

(Rs. In Lakhs)

Standalone Consolidated
Particulars FY 2021 FY 2020 FY 2021 FY 2020
Total Revenue 56664.92 73664.53 62246.11 75095.22
Total Expenses 77280.10 96268.99 82765.24 97133.94
Profit before tax including exceptional items (922.05) (22604.46) (826.00) (22038.72)
Tax Expenses Current Tax - - - -
Deferred Tax 0.00 0.00 (330.36) (117.83)
Profit After tax (922.05) (22604.46) (1156.36) (21920.89)
Proposed Dividend and tax thereon - - - -
Transfer to General Reserve - - - -
Earnings per Basic (6.27) (153.63) (7.86) (148.98)
share Diluted (6.27) (153.63) (7.86) (148.98)

RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS AND FUTUREOUTLOOK:

For most of FY 2020-21 the global steel industry faced a number ofchallenges and the impact of the slowing economy was felt in the global steel sectormainly due to COVID-19 outbreak in early 2020 brought global economic activities to a nearstandstill as nationwide lockdowns and social distancing norms were imposed to contain thespread in the affected countries.

Due to this during the year under review the turnover of the Companydecreased from Rs.73664.54 lakhs to Rs. 56664.92 which is 23 % decline compared to theturnover of the previous year and the Loss after tax decreased from Rs.22604.46 lakhs toRs.922.05 lakhs. The reduction in losses was on account of not providing interest on theterm loans and working capital from one of the Major lender with whom the company enteredinto a compromise settlement (post balance sheet date) wherein entire outstanding interestwas waived. Therefore interest on the dues of the bank relating to year 2020-21 was notprovided which resulted reduction in the financial charges.

Indian economy suffered severely from an extended period of severelockdown which brought most industrial and construction activities to a standstill. Yourcompany was no exception to the lockdown and the steel and power unit remained closed forover 45 days due to lockdown. Post ease of lockdown the recovery of the economy was slowand so was the company's performance. The performance for the first 2 quarters was EBIDTAnegative and recovery was seen in the third quarter and the performance reached nearnormalcy in the fourth quarter.

The economy has been recovering strongly since August much sharperthan expected with the resumption of government projects and pent-up consumption demand.India's steel demand fell by 13.7% in 2020 but is expected to rebound by 19.8% to exceedthe 2019 level in 2021. The growth-oriented government agenda will drive India's steeldemand up while private investment will take longer to recover. (source Worldsteel.org).The future of steel remains good and promising.

Some of the other recent Government initiatives in this sector are asfollows:

• Under the Union Budget 2020-21 the government allocated Rs.39.25 crore (US$ 5.4 million) to the Ministry of Steel.

• In January 2021 the Ministry of Steel Government of Indiasigned a Memorandum of Cooperation (MoC) with the Ministry of Economy Trade and IndustryGovernment of Japan to boost the steel sector through joint activities under theframework of India-Japan Steel Dialogue.

• In December 2020 the Minister for Petroleum & Natural Gasand Steel Mr. Dharmendra Pradhan has appealed to the scientific community to Innovatefor India (I4I) and create competitive advantages to make India ‘Aatmanirbhar'.

• In September 2020 the Ministry of Steel prepared a draftframework policy for development of steel clusters in the country.

• On October 12020 Directorate General of Foreign Trade (DGFT)announced that steel manufacturers in the country can avail duty drawback benefits onsteel supplied through their service centres distributors dealers and stock yards.

• Government introduced Steel Scrap Recycling Policy to reduceimport.

• An export duty of 30% has been levied on iron ore~ (lumps andfines) to ensure supply to domestic steel industry.

• Government of India's focus on infrastructure and restartingroad projects is aiding the demand for steel. Also further likely acceleration in ruraleconomy and infrastructure is expected to lead to growth in demand for steel.

• The Union Cabinet Government of India approved the NationalSteel Policy (NSP) 2017 as it intend to create a globally competitive steel industry inIndia. NSP 2017 envisage 300 million tonnes (MT) steel-making capacity and 160 kgs percapita steel consumption by 2030-31.

• The Ministry of Steel is facilitating setting up of an industrydriven Steel Research and Technology Mission of India (SRTMI) in association with thepublic and private sector steel companies to spearhead research and development activitiesin the iron and steel industry at an initial corpus of Rs. 200 crore (US$ 30 million).

• The Government of India raised import duty on most steel itemstwice each time by 2.5% and imposed measures including anti-dumping and safeguard dutieson iron and steel items.

Future outlook of the Steel sector looks good and your company's steeloperations are expected to gain from the sectoral reforms and positive developments in thesector.

The power plant operation of the Company was also slightly impacted byclosure of the unit due to lockdown during the year. The power unit was closed due toCOVID lockdown imposed for about 45 days. The power generation of the Company reduced from440.15 Million KWH to 357.27 Million KWH in the FY 2020-21.

The performance of the power operations currently depend on thevolatility of international coal prices which currently ruling very high impactingmargins. However the silver lining is improved demand for power throughout the countrywhich is expected to improve the demand and thus the prices. Further Governmentinitiatives on the power sector reforms is likely to improve the position better.

The Synthetic Division also showed decline in turnover due to Lockdownand covid related effects on the business. The turnover from the division fell by 11%which is attributed to the lockdown impacts. However the future looks to be good atpresent as the demand and prices seem to improve post lockdown recovery.

PERSONNEL & INDUSTRIAL RELATIONS:

Overall the industrial relations in all our manufacturing units areharmonious and cordial in nature. Your Company strictly believes that maintaining cordialindustrial relations is the key to progress of the firm individuals management industryand nation.

CHANGE IN THE NATURE OF BUSINESS:

No changes took place in the nature of business of the company duringthe financial year under review.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear and the date of this Report.

DIVIDEND:

The Company has incurred loss during the year under review and hencethe Directors have not recommended any payment as dividend to its shareholders.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF:

Pursuant to the provisions of Section 124(5) of the Companies Act 2013read with the IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 alldividends which remains unpaid or unclaimed for a period of seven years from the date oftheir transfer to the unpaid dividend account are required to be transferred by theCompany to the Investor Education and Protection Fund ("IEPF") established bythe Central Government. Further as per IEPF Rules the shares on which dividend has notbeen paid or claimed by the members for seven consecutive years or more shall also betransferred to the demat account of the IEPF Authority.

The shareholders may note that there are no further unpaid or unclaimeddividend amounts/shares left with the Company for transfer to the IEPF Authority.

SHARE CAPITAL:

The detailed capital structure of the Company as on 31-3-2021 is asfollows:

a. Authorized Share Capital: The Authorized Share Capital of theCompany is Rs. 360000000/- (Rupees Thirty Six Crores only) divided into

1.60.00. 000 Equity Shares of Rs. 10/- each and 2.00. 00.000 6%Non-Convertible Redeemable Preference Shares of Rs. 10/- each.

b. Issued and Subscribed Share Capital: The Issued & SubscribedShare Capital of the Company is Rs. 15.00. 00.000/- (Rupees Fifteen Crores only) dividedinto 15000000 Equity Shares of Rs. 10/- each.

c. Paid-up Share Capital:

The Paid-up Share Capital of the Company is Rs. 235568497/- (RupeesTwenty Three Crores Fifty Five Lakhs Sixty Eight Thousand Four Hundred and Ninety Sevenonly) divided into 14506790 Equity Shares of Rs. 10/- each 196989 Equity Shares ofRs. 6/- each (Partly Paid-up) 296221 Equity Shares of Rs. 3/- each (Partly paid-up) and8843000 6% Non-Convertible Redeemable Preference Shares of Rs. 10/- each.

TRANSFER TO RESERVES:

Your Company proposes not to transfer any sum to Reserves of theCompany.

DEPOSITS:

During the year under review the Company did not raise any funds whichcould be classified within the ambit of the term "Deposits" under Section 73 ofthe Companies Act 2013 read with the Companies

(Acceptance of Deposits) Rules 2014 and Circulars as amended from timeto time.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OFTHE COMPANIES ACT 2013:

Details of Loans Guarantees and Investments pursuant to the provisionsof Section 186 of the Companies Act 2013 for the financial year under review aredisclosed under the notes to Financial Statements forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

Section 135 of the Act and the Companies (Corporate SocialResponsibility Policy) Rules 2014 have been amended substantially with effect from 22January 2021.

In terms of the provisions of the Act read with amended Companies(Corporate Social Responsibility Policy) Rules 2014 the Annual Report on CSR activitiesin the format prescribed under Annexure II of the said Rules is annexed to this Report as ‘Annexure-A'.

In line with the said amendments the Board at its meeting held onAugust 13 2021 amended the existing policy. The policy including the composition of theCSR committee is uploaded on the Company's website at www.tulsyannec.in .

During the last three financial years the Company's average net Profitafter tax on Standalone basis is negative and hence the Company is not required to spendany amount on CSR activities. However being a responsible citizen your Company had spentan amount of Rs. 388031 towards supply of foods during lockdown.

RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policyincluding identification therein of elements of risk if any which in the opinion of theBoard may threaten the existence of the Company. The Board and the Audit Committeeperiodically undertake a review of the major risks affecting the Company's business andsuggests steps to be taken to control and mitigate the same.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Vigil Mechanism as envisaged in the Companies Act 2013 the rulesprescribed thereunder and the SEBI Listing Regulations is implemented through theCompany's Whistle Blower Policy to enable the Directors employees and all stakeholders ofthe

Company to report genuine concerns to provide for adequate safeguardsagainst victimisation of persons who use such mechanism and make provision for directaccess to the Chairman of the Audit Committee.

Whistle Blower Policy of your Company is available on the Company'swebsite at www.tulsyannec.in and can be accessed therein.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of provisions of Regulation 34 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015(hereinafter referred to as Listing Regulations) the Management Discussion and AnalysisReport for the financial year ended March 31 2021 is given under separate section andforming part of this Annual Report.

CORPORATE GOVERNANCE REPORT:

Your Company is committed to maintain the highest standards ofcorporate governance. We believe in adherence to good corporate practices implementpolicies and guidelines and develop a culture of the best management practices andcompliance with the law coupled with the highest standards of integrity transparencyaccountability and ethics in all business matters to enhance and retain investor trustlong-term shareholder value and respect minority rights in all our business decisions.

In accordance with Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a Report on Corporate Governance for thefinancial year ended March 312021 along with the requisite certificate from thePracticing Company Secretary of the Company confirming compliance with the conditions ofcorporate governance as stipulated under SEBI Listing Regulations is given under separatesection and forming part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES ANDJUSTIFICATION FOR THE SAME:

None of the transactions with the related parties (RPTs) were inconflict with the Company's interest. The Company's major related party transactions aregenerally with its subsidiary / group companies. There is no ‘material' RPTs asdefined under regulation 23 of SEBI Listing Regulations 2015. During the year underreview the contracts or arrangements with related parties referred to under section 188of Companies Act 2013 were in the ordinary course of business of the Company.

Accordingly the particulars of the transactions as prescribed in FormAOC - 2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule8(2) of the Companies (Accounts) Rules 2014 is annexed to this Report as ‘Annexure-B'.

Pursuant to regulation 23 of SEBI Listing Regulations 2015 andSections 177 and 188 of the Companies Act 2013 read with the rules made thereunder theBoard upon recommendation of the Audit Committee at its meeting held on August 13 2021approved and increased the existing limit of RPTs with Chitrakoot Steel and Power PrivateLimited (Wholly Owned Subsidiary) and Tulsyan Smelters Private Limited (Group company)subject to approval of the shareholders at the ensuing 74th AGM of the Company. Thereforethe Board recommends the same for approval by shareholders at the ensuing 74th AGM of theCompany.

CONSERVATION OF ENERGY; TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:

Information as required to be given under section 134(3)(m) read withrule 8(3) of the Companies (Accounts) Rules 2014 is annexed to this Report as ‘Annexure-C'.

PARTICULARS OF DIRECTORS AND EMPLOYEES:

The details as required under section 197 of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of Directors and Employees of the Company is annexed to this Report as ‘Annexure-D'.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 134(3)(c) read with Section134(5) of the Companies Act 2013 the Board of Directors to the best of their knowledgeand ability confirm that:

a) in the preparation of the annual accounts the applicable AccountingStandards had been followed along with proper explanation relating to material departures;

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

c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the

Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concernbasis;

e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and

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

DETAILS OF DIRECTORS AND KEY MANAGERIAL

PERSONNEL:

a. Change in Board Constitution

During the year following changes were occurred in the Composition ofthe Board of Directors-

(i) Mr. Somasundaram Ponsing Mohan Ram (DIN: 08883633) was appointed asan Additional Director (Non-Executive and Independent) of the Company w.e.f. September 192020 by way of passing of a Circular Resolution by the Board of Directors of the Companyupon recommendation of the Nomination and Remuneration Committee and thereafter hisappointment was regularised as an Independent Director at the 73rd AGM of the Company fora period of 5 consecutive years.

(ii) At the 73rd AGM held on October 22 2020

• Mrs. Antonisamy Axilium Jayamary (DIN: 07410090) who wasappointed as an Additional Director (Women NonExecutive & Independent) of the Companywith effect from September 27 2019 pursuant to provisions of Section 161(1) of the Actand the Articles of Association of the Company was re-appointed as NonExecutiveIndependent Woman Director of the Company to hold the office as such for a second term ofup to 5 (five) consecutive years with effect from September 27 2019 and is not liable toretire by rotation.

• Mr. Somasundaram Ponsing Mohan Ram (DIN: 08883633) was appointedas Nonexecutive Independent Director of the Company to hold the office as such for a termof up to 5 (five) consecutive years with effect from September 19 2020 and is not liableto retire by rotation;

• Mr. Lalit Kumar Tulsyan (DIN: 00632823) Managing Directordesignated as "Executive Chairman" of the Company who was retired from hisoffice by rotation being longest in the office among the directors liable to retire byrotation was re-appointed as a Director of the Company and is liable to retire byrotation.

b. Retirement by Rotation

Independent directors hold office for a fixed term not exceeding fiveyears from the date of their appointment / re-appointment and are not liable to retire byrotation.

The Act mandates that at least two-third of the total number ofdirectors (excluding independent directors) shall be liable to retire by rotation.Accordingly Mr. Sanjay Tulsyan (DIN: 00632802) Managing Director being longest in theoffice among the directors liable to retire by rotation retire from the Board this yearand being eligible have offered themselves for re-appointment at the ensuing 74th AGM ofthe Company.

Brief details of Mr. Sanjay Tulsyan are given in the notice of the 74thAGM which forms part of this report.

There was no other change in the directors and key managerial personnelof the Company during the year under review since the last report.

c. Policy for Remuneration to Directors KMP & Other SeniorManagement Personnel

The Company's current policy is to have an appropriate mix of Executiveand Independent Directors to maintain the independence of the Board and separate itsfunctions of governance and management.

For the purpose of selection of any Director the Nomination andRemuneration Committee identifies persons of integrity who possess relevant expertiseexperience and leadership qualities required for the position. The Committee also ensuresthat the incumbent fulfils such criteria with regard to qualifications positiveattributes independence age and other criteria as laid down under the Act ListingRegulations or other applicable laws. The Board has on recommendation of the Nominationand Remuneration Committee framed a policy on the remuneration of Directors KeyManagerial Personnel and other Employees as required under sub-section (3) of Section 178of the Companies Act 2013. The policy of the Company on director's appointment andremuneration is uploaded on the Company's website and available at-

http://tulsyannec.in/pdf/policy%20for%20Remuneration%20to%20Directors%20and%20KMPpdf

d. Declaration by Independent Directors

The independent directors have submitted their declaration ofindependence as required under section 149(7) of the Act stating that they meet thecriteria of independence as provided in section 149(6) of the Act as amended andRegulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (‘the Listing Regulations 2015') as amended. The independent directors havealso confirmed compliance with the provisions of the rule 6 of Companies (Appointment andQualifications of Directors) Rules 2014 as amended relating to inclusion of their namein the databank of independent directors.

e. Familiarization Programme for Independent Directors

The Company has adopted policy of Familiarization Programme forIndependent Directors.

f. Formal Annual Evaluation of the Performance of the Board itsCommittees Chairperson and Individual Directors

Information on the manner in which a formal annual evaluation has beenmade by the Board of its own performance and that of its Committees Chairperson andIndividual Directors is given in the Corporate Governance Report which forms part of thisAnnual Report.

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEE HELD DURING THE YEAR:

During the year the Board met four times. Detailed informationregarding the meetings of the Board and its committees are included in the report onCorporate Governance which forms part of this Annual Report.

DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATES:

The Company doesn't have any Joint Venture and Associate Companies.Further pursuant to the provisions of Section 129(3) of the Companies Act 2013 astatement containing the salient features of the financial statements of Subsidiaries inthe prescribed Form AOC-1 is annexed to this Report as ‘Annexure-E'.The statement also provides the details

of the performance of the Subsidiary Companies financial positions ofeach of the subsidiaries and their contribution to the overall performance of the Companyduring the period under report.

EXTRACT OF ANNUAL RETURN:

An Extract of annual return in Form MGT-9 as per the provisionsof Section 134(3)(a) and 92(3) of the Companies Act 2013 is available on the website ofthe Company at www.tulsyannec.in.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review there were no significant and materialorders passed by the regulators or courts or tribunals which may impact the going concernstatus of the Company and its operations in future.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

The Company has a well-placed proper and adequate internal controlsystem which ensures that all assets are safeguarded and protected and that thetransactions are authorized recorded and reported correctly. The Internal FinancialControls with reference to financial statements as designed and implemented by the Companyare adequate. During the year under review no material or serious observation has beenreceived from the Internal Auditors of the Company for inefficiency or inadequacy of suchcontrols.

The Board of Directors has appointed M/s. Sunil Ahuja and AssociatesChartered Accountants as the Internal Auditors of the Company. The Internal Auditorsindependently evaluate the adequacy of internal controls and concurrently audit themajority of the transactions in value terms. Independence of the audit and compliance isensured by direct reporting of Internal Auditors to the Audit Committee of the Board.During the year the Company continued to implement their suggestions and recommendationsto improve the control environment.

AUDITORS:

a. Statutory Auditors & their Report

Pursuant to provisions of Section 139 of the Act the members at the70th AGM of the Company held on 20 July 2017 appointed M/s. CNGSN & Associates LLP(LLP Identity Number: AAC-9402 and Firm ICAI Registration No: 004925S/S200036) CharteredAccountants Chennai as Statutory Auditors of the Company from the conclusion of 70th AGMtill the conclusion of 74th AGM of the Company covering one term of four consecutiveyears.

The Statutory Auditors being eligible have offered themselves forre-appointment as the statutory auditors of the company for another term of 5 consecutiveyears and have also confirmed that they are not disqualified from continuing as auditorsof the Company. Since the re-appointment of the Statutory Auditors is required to beapproved by the members at AGM the Board recommends the same for approval by members atthe ensuing 74th AGM of the Company.

The statutory audit report for the financial year 2020-21 does notcontain any qualification reservation or adverse remark or disclaimer made by thestatutory auditors.

b. Reporting Of Frauds By Auditors

During the year under review there were no frauds reported by theauditors to the audit committee or the Board under section 143(12) of the Act.

c. Cost Auditors

The Cost Records of the Company are maintained in accordance with theprovisions of Section 148(1) of the Act as specified by the Central Government. The CostAudit Report for the financial year ended March 31 2021 shall be filed with the CentralGovernment within the prescribed time. The Board on recommendation of the AuditCommittee had appointed Messrs Murthy & Co. LLP Cost Accountants (Firm RegistrationNumber S200001) as the Cost Auditors to conduct the audit of Company's cost records forthe financial year ending on March 312022. The Cost Auditors have confirmed that theirappointment is within the limits of Section 141(3) (g) of the Companies Act 2013 and havealso certified that they are free from any disqualifications specified under Section141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act 2013.The Audit Committee has also received a certificate from the Cost Auditors certifyingtheir independence and arm's length relationship with the Company. In accordance with theprovisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules2014 since the remuneration payable to the Cost Auditors for FY 2021-22 is required to beratified by the members the Board recommends the same for approval by members at theensuing 74th AGM of the Company.

d. Secretarial Auditors

Pursuant to the provisions of section 204 of the Companies Act 2013read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the Company has re-appointed M/s. M. Damodaran & Associates LLP CompanySecretaries in Practice Chennai to conduct the Secretarial Audit of the Company. TheSecretarial Audit Report for the financial year ended on March 31 2021 issued by Mr. M.Damodaran (M. No. 5837 CP No. 5081) Managing Partner at M/s. M. Damodaran &Associates LLP in the prescribed Form MR-3 is annexed to this Report as ‘Annexure-F'.

The Secretarial Audit Report contains following observations asmentioned below:

Sl No. Observations by Secretarial Auditors Management's Reply
1. The Company has complied the regulations 17(1) (a) 17(1) (b) 17(2) 18(2) and 33(3) (d) of SEBI LODR with deviations. Due to ongoing COVID-19 pandemic
- management put their best efforts for appointment of Independent Director in order to comply with the regulations 17 and 18 respectively.
- The Company had requested the regulatory for grant of extension of time till September 15 2020 for submission of the financial results for the quarter and year ended March 312020.
The delay was unintentional and later it was complied with.

In addition to the above and pursuant to SEBI circular no.CIR/CFD/CMD/1/27/2019 dated February 8 2019 the Company has submitted the AnnualSecretarial Compliance Report for the financial year ended March 31 2021 issued by Mr.M. Damodaran (M. No. 5837 CP No. 5081) Managing Partner at M/s. M. Damodaran &Associates LLP Practicing Company Secretaries Chennai with the stock exchange whereshares of the Company are listed.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OFINDIA (ICSI)

The Company has complied with the requirements prescribed under theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) read with the MCA Circulars granting exemptions in view of the Covid-19 pandemic.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:

The company has complied with provisions relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

The Company has constituted an Internal Complaints Committee to preventand prohibit any form of sexual harassment at workplace and provide redressal for womanemployees as required under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

No cases were reported during the year under review under the saidpolicy.

LISTING ON STOCK EXCHANGES:

Our Company's shares are suspended from trading w.e.f. November 292016 due to the penal reasons. All penalties has been paid to the BSE for delay insubmission of financial results and all the revocation norms has been complied with by theCompany.

During the year under review the Company has filed an application forrevocation of Suspension with the BSE and the Management is putting best efforts touplift the suspension at earliest.

GREEN INITIATIVES:

We request all the shareholders to support the ‘Green Initiative'of the Ministry of Corporate Affairs and the Company's continuance towards greenerenvironment by enabling the service of the Annual Report AGM Notice and other documentselectronically to your email address registered with your Depository Participant/Registrar and Share Transfer Agent.

We also request all the investors whose email id is not registered totake necessary steps to register their email id with the Depository Participant/ Registrarand Share Transfer Agent.

APPRECIATION:

We place on record our appreciation for the committed services by everymember of the Tulsyan family whose contribution was significant to the growth and successof the Company. We would like to thank all our shareholders customers suppliersinvestors bankers financial institutions and other business associates executivesstaffs and workers at all levels for their continued support and encouragement during theyear.

We also thank the Government of India and Government of Tamil NaduMinistry of Corporate Affairs Central Board of Indirect Taxes and Customs Income TaxDepartment and all other regulatory agencies for their assistance and co-operation duringthe year and look forward to their continued support in the future.

By Order of the Board of Directors
For Tulsyan NEC Limited
Sd/-
Lalit Kumar Tulsyan
Executive Chairman
DIN: 00632823
Place: Chennai
Date: 13-08-2021
Registered Office:
Apex Plaza I Floor New No.77
Old No.3 Nungambakkam High Road
Chennai-600034

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