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Vascon Engineers Ltd.

BSE: 533156 Sector: Infrastructure
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OPEN 33.70
VOLUME 224010
52-Week high 36.70
52-Week low 13.30
Mkt Cap.(Rs cr) 699
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 33.70
CLOSE 33.60
VOLUME 224010
52-Week high 36.70
52-Week low 13.30
Mkt Cap.(Rs cr) 699
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vascon Engineers Ltd. (VASCONEQ) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting 35th Annual Report on thebusiness and operations of the Company together with the audited financial statements(standalone and consolidated) for the financial year ended March 31 2020.

1. Financial Highlights

Table 1 gives the financial highlights of the Company for FY2020as compared to theprevious financial year on consolidated and standalone basis.

( lakhs)

Particulars Consolidated Standalone
FY 2020 FY2019 FY2020 FY2019
Net Sales /Income from Business Operations 52091.58 52411.48 36599.98 36345.15
Other Income 1996.86 3689.68 1723.99 2879.51
Total Income 54088.44 56101.16 38323.97 39224.66
Profit /(loss)before Interest and Depreciation 7386.35 4398.87 6230.50 4453.14
Less Interest 1905.36 2631.51 1551.48 2235.49
Profit /(loss)before Depreciation 5480.99 1767.36 4679.01 2217.65
Less Depreciation and amortization 1498.63 1341.72 864.55 798.59
Profit / (loss) after depreciation and Interest 3982.36 425.64 3814.47 1419.06
Exceptional Item
Less Current Income Tax 8.03 3.15 - 1.20
Less Previous year adjustment of Income Tax 1.95 (103.22) - (103.22)
Less Deferred Tax (1.47) (2.05) -
Net Profit after Tax 3973.85 527.76 3814.47 1521.08
Remeasurement of Benefit liabilities/(Assets) 94.38 (62.90) 162.88 (31.61)
Income Tax relating to items that will not be 17.30 8.71 -
reclassified to profit & loss account
Total Comprehensive Income 4085.51 473.56 3977.35 1489.47
Less Minority share of profits / losses 7.35 (157.99) - -
Dividend (including Interim if any and final ) - - - -
Net Profit after dividend and Tax 4078.16 631.55 3977.35 1489.47
Earnings per share (Basic) 2.22 0.39 2.14 0.86
Earnings per Share(Diluted) 2.21 0.39 2.13 0.86

2. COVID-19

The Company witnessed an upward trend in its projects compared to the year before.However in the last quarter of FY 2019-20 country was severally impacted by Covid19pandemic a calamity that has affected almost every country in the world. To curb itsspread India announced nation-wide lockdown on March 24 2020. This had to a slowdown ofour operations towards the end of March 2020. The most significant impact is expected tobe reverse mechanism of workers which will impact construction activities across thecountry. This is expected to cause project delays.

However during these challenging times we have prioritized the health and safety ofour employees protected the interest of our stakeholders and strictly adhered toGovernment Guidelines to ensure minimal impact of our operations.

While the industry at large may be adversely impacted by this pandemic and the recoveryphase slowdown Company's projects which are in pipeline will help to maintain operationalmomentum. The liquidity position of the Company is adequate to meet the requirements ofthe operation.

Company has been actively focusing on improving on-site facilities to create safeworking environment for workforce. Your company has been working on making the supplychain more efficient as lockdown restrictions are eased.

These measures will not only keep company in tiding over the impact of Covid-19 butalso make it more efficient in longtime.

3. Business Performance

The total standalone sales for FY 2020 are Rs 38323.97 lakhs as compared to Rs.39224.66lakhs for FY 2019. The Company made a PAT of Rs. 3814.47 lakhs in FY 2020 compared to Rs.1521.08 lakhs in FY 2019.

4. Consolidated Results

The turnover of the Company was Rs 54088.44 lakhs in Financial Year 2020 against Rs.56101.16 lakhs in FY

2019. Profit after tax before Minority Interest for Financial Year 2020 was Rs. 3973.85lakhs as compared to Rs 527.76 lakhs in FY 2019.

5. Business Operations & Future Outlook

The company is refocusing on its core area of operations Viz. EPC and Real Estate. Inview of the Government's emphasis on affordable housing your company has a sharp focus onthis segment. While procuring the contract the company lays emphasis on the priority ofthe project to the clients the importance of value add in the project and a specialfocus on affordable housing segment. The company has done extensive research on this areaand has developed a special expertise on execution of such projects.

We foresee that the quality developers shall have an edge over others due to morestringent regulatory changes in this area. Growth in the Indian economy and likelyreduction in interest rates pickup in housing segment can be expected. With theGovernment emphasis on

Housing for All and development of affordable housing your Company shall look forfavorable opportunities in this niche segment.

6. Credit Rating:

The Company's financial prudence is reflected in the credit ratings ascribed by RatingAgency as given below:

Instrument Rating Agency Rating Outlook
Long Term Instrument ACUITE BBB- Negative
Short Term Instrument ACUITE A3 NA

7. Transfer to Reserves

The Company has not proposed to transfer any amount to the General Reserve.

8. Dividend

In order to preserve the cash flow to tide over the extraordinary situation due toCovid-19 the Company does not recommend any dividend.

9. Share Capital

The total issued subscribed and paid-up share of the Company is Rs.17813.67 lacsconsisting of 178136716 equity shares of Rs. 10 each fully paid up on the date of thisReport.

There was no change in the share capital under review.

10. Fixed Deposits

The details of deposits accepted during the year FY 2020 under review are as below:

(Rs. in lakhs)

Particulars Amount
Amount accepted during the year 32
Amount remained unpaid or None
unclaimed as at the end of the year. 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. No
i) at the beginning of the year
ii) maximum during the year
iii) at the end of the year

All deposits are in compliance with the requirements of

Companies Act 2013.

11. Change in the Nature of Business if any

During the year there was no change in the nature of business of the Company or any ofits subsidiaries.

12. Material Changes and Commitments affecting the

Financial Position of the Company

There are no material changes affecting the financial position of the Companysubsequent to the close of the

FY 2020 till the date of this report.

13. Adequacy of Internal Financial Controls with Reference to the Financial Statements

The Board has adopted systems policies and procedures for efficient conduct ofbusiness operations safeguarding its assets and prevention of frauds. This ensuresaccuracy and completeness of accounting records and its timely preparation.

14. Subsidiaries Associates and Joint Ventures

During the year under review there were no changes with respect to SubsidiariesAssociates and Joint Ventures. The list of subsidiaries and associates of your Company ason March 31 2020 forms a part of MGT-9 (extract of Annual Return) which is annexed as"Annexure-VI" to the Board's Report.

As per Section 129(3) of the Companies Act 2013 where the Company has one or moresubsidiaries it shall in addition to its financial statements prepare a consolidatedfinancial statement of the Company and of all subsidiaries in the same form and manner asthat of its own and also attach along with its financial statement a separate statementcontaining the salient features of the financial statement of its subsidiaries.

In accordance with the above the consolidated financial statement of the Company andall its subsidiaries and joint ventures prepared in accordance with Accounting Standards21 and 27 as specified in the Companies (Accounts) Rules 2014 form part of the annualreport. Further a statement containing the salient features of the financial statement ofour subsidiaries and joint ventures in the prescribed Form AOC-1 is attached as "Annexure-I"to the Board's Report. This statement also provides the details of the performance andfinancial position of each subsidiary.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements and related information of the subsidiaries where applicable will beavailable for inspection on demand in electronic mode. These will also be available on ourwebsite at

15. Particulars of Loans Guarantees Or Investments The Company makes investmentsor extends loans/ guarantees to its wholly owned subsidiaries for their business purpose.Details of loans guarantees and investments covered under Section 186 of the Companies

Act 2013 along with the purpose for which such loan or guarantee is proposed to beutilized by the recipient form part of the notes to the financial statements provided inthis annual report.

16. Corporate Governance and Additional Shareholders' Information Your companypractices a culture that is built on core and ethical values. A detailed report on theCorporate Governance systems and practices of the Company is given separately in thisannual report.

A certificate confirming compliance with the conditions of corporate governance isattached to the report on Corporate Governance.

17. Awards and Recognitions:

During F.Y. 2019-20 your Company had received 13 awards. They are: for 1.Sampoorna Pune Certificate CSR Champions Vascon Engineers Ltd. (2019)

2. Times Realty Icon Best Super Luxury Segment Home Windermere (East Pune)(2019)

3. Citation of Excellence for promoting Swiss Excellence by Geberit Vascon EngineersLtd.

4. 11th Realty+ - Affordable Housing Project of the Year Non Metro Citron. (2019)

5. 11th Estate Awards Ultra Luxury Residential Project of the year (West)(2019) -Windermere

6. CEO Magazine Best places to work for(2019)

7. Fortune Next 500(2019)

8. ACEF Asian Business Leadership Award

Mr. Siddharth Vasudevan

9. Femina Pune`s most powerful 2019-20

Mr. Siddharth Vasudevan Moorthy

10. Corp Comm & PR Excellence awards 2020 Best Engagement for Target Community -Vascon Goodlife.

11. Realty+ Excellence awards 2020 Pune Affordable housing project of the year VasconGoodlife

12. Realty+ Excellence awards 2020 Pune Ultra luxury lifestyle project of the yearWindermere. 13. Sakal Achievers of Maharashtra 2020 Real-Estate

Mr. Siddharth Vasudevan Moorthy

18. Management Discussion and Analysis

A detailed report on the Management Discussion and Analysis in terms of the provisionsof Regulation 34 of the

SEBI (Listing Regulations and Disclosure Requirements) Regulations 2015 (ListingRegulations) is provided as a separate chapter in the annual report.

19. Board of Directors and Key Management Personnel

Appointment/Re-appointment of Directors

1. Re-appointment of Mr. V. Mohan and Mr. K. G. Krishnamurthy as IndependentDirectors for the Second Term: Mr. V. Mohan and Mr. K. G. Krishnamurthy werereappointed as Independent Directors of the Company at the 34th Annual GeneralMeeting of the Company held on September 23 2019 for a second term of five years bypassing of special resolution.

2. Retirement by Rotation of Ms. Sowmya Aditya Iyer As per Section 152 ofthe Companies Act 2013 Ms. Sowmya Aditya Iyer Non-Executive Director of the Companyretires by rotation at the forthcoming 35thAGM and being eligible seeksre-appointment. The brief profile of Ms. Sowmya Aditya Iyer is covered under Report ofCorporate Governance which forms a part of this report. Ms. Sowmya Iyer is not debarred ordisqualified from holding the office of Director by virtue of any SEBI Order or any othersuch authority pursuant to circulars dated 20th June 2018 issued by BSE Limited and theNational Stock Exchange of India Limited pertaining to enforcement of SEBI Ordersregarding appointment of Directors by the listed companies.

Declaration by Independent Directors

All the Independent Directors of the Company have given declarations and confirmedthat they meet the criteria of Independence as provided under Section

149(6) of the Companies Act 2013 and Regulation

16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and that they are not aware of any circumstance or situation which exist or may bereasonably anticipated that could impair or impact their ability to discharge theirduties with an objective independent judgment and without any external influence.

The Board of the Company after taking these declarations on record and acknowledgingthe veracity of the same concluded that the Independent

Directors are persons of integrity and possess the relevant proficiency expertise andexperience to qualify as Independent Directors of the Company and are Independent of theManagement of the Company.

In accordance with the provisions of Section 150 of the Act read with the applicableRules made thereunder the Independent Directors of the

Company have registered themselves in the data bank of Independent Directors maintainedby the

Indian Institute of Corporate Affairs ["llCA"]. The Independent Directorsunless exempted are required to pass an online proficiency self-assessment test conductedby llCA within one year from the date of their registration in the llCA databank.

Pursuant to the above the Company has received Declarations of compliance under Rules6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules 2014from all the Independent Directors of the Company confirming that they have registeredtheir names in the data bank of Independent Directors maintained with the IICA.

The Company has received Form DIR-8 from all Directors pursuant to Section 164(2) andrule 14(1) of Companies (Appointment and Qualification of Directors) Rules 2014. BriefProfile of the Directors seeking appointment/re-appointment has been given in theExplanatory Statement to the Notice of the ensuing Annual General Meeting.

Key Managerial Personnel (KMPs)

For the purposes of the provisions of Section 203(1) (i) of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thefollowing officers of the Company are hereby designated as the Key Managerial Personnel ofthe Company: Dr. Santosh Sundararajan Chief Executive Officer; Mrs. Vibhuti Darshin DaniCompany Secretary and Compliance Officer and Mr. Somnath Biswas as Chief FinancialOfficer.

During the year under review Mr. D. Santhanam retired as Chief Financial Officer ofthe Company as on August 31 2019.

Mr. Somnath Biswas was promoted as Chief Financial Officer of the Company w.e.f.September 1 2019.

Mr. D Santhanam has been associated with the Company since inception and has had anillustrious career spanning of more than 30 years of service. Mr. D Santhanam was part ofthe founding team of the

Company and its subsidiaries and joint venture(s). His vast experience in financialreporting and processes expertise in fiscal management and in streamlining various majorfunctions like Finance & Accounts and Treasury was pivotal in the growth anddiversification initiatives of the Company.

The Board has placed on record its deep appreciation of Mr. D. Santhanam's immensecontribution and valuable services during his long association with the Company andacknowledged his outstanding experience and expertise in serving the Company.

The Board also welcomed Mr. Somnath Biswas as Chief Financial Officer of the Company.Remuneration and other details of Key Managerial Personnel are provided in form MGT-9which is set out at "Annexure VI" to Board's Report.

20. Meetings:

A calendar of Board Meetings Annual General Meeting and Committee Meetings is preparedand circulated in advance to Directors of your Company. The Board of Directors of yourCompany met 7 times during the

Financial Year 2019-20(including a separate meeting of Independent Directors). Themaximum gap between two Board Meetings did not exceed 120 days.

Details of Board Meetings are laid down in Corporate Governance Report which forms apart of this Report.

21. Performance Evaluation

As per provisions of the Companies Act 2013 and Regulation 17(10) of the ListingRegulations an evaluation of the performance of the Board of Directors and Members of theCommittees was undertaken. Schedule IV of the Companies Act states that the performanceevaluation of Independent Directors shall be done by the entire Board of Directorsexcluding the Director being evaluated. The policy is attached at Annexure D to CorporateGovernance Report.

Accordingly the evaluation of all the Directors individually and the Board as a wholeincluding members of Committees was conducted based on the criteria and framework adoptedby the Board. The contribution and impact of individual Directors and Committee Memberswas reviewed through a peer evaluation on parameters such as level of engagement andparticipation flow of information independence of judgment conflicts resolution andtheir contribution in enhancing the Board's overall effectiveness. None of the IndependentDirectors are due for reappointment.

During the year under review the Independent Directors of the Company met on January31 2020 inter-alia for: i. Evaluation of performance of Non-Independent

Directors and the Board of Directors of the Company as a whole. ii. Evaluation ofperformance of the Chairman of the

Company taking into views of Executive and Non-

Executive Directors. iii. Evaluation of the quality content and timelines of flow ofinformation between the Management and the Board that is necessary for the Board toeffectively and reasonably perform its duties.

22. Appointment Of Directors And Remuneration Policy

The assessment and appointment of members to the

Board is based on a combination of criterion that includes ethics personal andprofessional stature domain expertise and specific qualification required for theposition. The potential Board member is also assessed on the basis of independencecriteria defined in Section 149(6) of the Companies Act 2013 and Regulation 16(1) (b) ofthe Listing Regulations.

In accordance with Section 178(3) of the Companies Act 2013 Regulation 9(4) of theListing Regulations and on recommendations of the Nomination and Remuneration

Committee the Board adopted a remuneration policy for Directors Key ManagementPersonnel and Senior Management. The policy is attached as an Annexure A to theCorporate Governance report.

23. Audit Committee

The composition of Audit Committee is in alignment with provisions of Section 177 ofthe Companies Act 2013 read with rules issued thereunder and Regulation 18 of

SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015. The AuditCommittee of the Board of Directors consists of three Independent Directors and one

Whole Time Director. The members of Audit Committee financial are financiallymanagement. Presently the Committee comprises of Mr. V. Mohan Independent Director andChairman Mr. K. G. Krishnamurthy Independent Director & Member and Mr. MukeshMalhotra Independent Director & Member and Mr. R. Vasudevan Chairman and Member ofthe Committee of the Board.

Mrs. Vibhuti Darshin Dani acts as Secretary of the Committee.

The Board has accepted all recommendations made by the Audit Committee during the year.

24. Business Risk Management

The Company has established a well documented and robust risk management frameworkunder the provisions of Companies Act 2013. Under this framework risks are identifiedacross all business process of the Company on continuous basis. Once identifiedsystematically by categorizing them. It has been identified as one of the Key enablers toachieve the Company's objectives. Increased competition impact of recessionary trends onthe award of jobs and man power attrition are some of the major risks faced in theindustry. However your company has adopted risk mitigation steps so as to protect theprofitability of the business.

25. Directors' Responsibility Statement

In terms of Section 134(5) of the Companies Act 2013 your Directors state that:

1. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

2. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs company at March 31 2020 and of the profit of the company forthat period;

3. They had taken proper and maintenance of adequate accounting records in accordancewith the provisions of this Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

4. They had prepared the annual accounts on a going concern basis; and

5. They have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating

6. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

26. Secretarial Standards:

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2relating to ‘Meeting of Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.

27. Related Party Transactions

All transactions entered into with Related Parties as defined under Section 2(76)of the Companies Act 2013 and Regulation 23 of the Securities and Exchange Board of India(Listing Obligations And Disclosure Requirements) Regulations 2015 ("The ListingRegulations") during the financial year were in the ordinary course of business andat an arm's length pricing basis and do not attract the provisions of Section 188 of theCompanies Act 2013. No material Related Party Transactions i.e. transactions exceeding10% of the annual consolidate turnover as per the last audited financial statement wereentered during the year by your company. There were no transactions with related partieswhich require compliance under Regulation 23 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. Suitable disclosureas required by Indian Accounting Standards (IND AS 24) has been made in the notes formingpart of Financial Statements. The particulars of Related Party transactions in prescribedform AOC-2 are attached herewith at "Annexure-II".

28. Vigil Mechanism / Whistle Blower Policy

The Company promotes ethical behavior in all its business activities and hasestablished a vigil mechanism for its directors senior management and employeesassociates with the Company.

The Company has Whistle-Blower policy (Whistle-Blower/ Vigil Mechanism) to reportconcerns. Under this policy provisions have been made to safeguard persons who use thismechanism from victimization and make provisions for direct access the Chairman of AuditCommittee.

The details of the procedure are also available on the Company's website services

29. Auditors

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 and rules madethereunder M/s Sharp & Tannan Associates Chartered Accountants have been appointedas Statutory Auditors of the Company for a period of 5 years from the conclusion of 34thAnnual General Meeting.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment& Remuneration of Managerial Personnel) Rules 2014 Mr. Kulbhushan D. Rane of K.D.Rane & Associates Practicing Company

Secretary was appointed to conduct the Secretarial Audit of the Company for FY 2020.The secretarial audit report for FY 2020 is attached as "Annexure-III".

For FY 2020-2021 based on the consent received from K.D. Rane & AssociatesPracticing Company Secretary and on the recommendations of the Audit Committee the Boardhas appointed K D Rane & Associates Practicing Company Secretary as SecretarialAuditor of the Company for FY 2021.

Cost Auditor

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (Auditand Auditors) Rules 2014 and the Companies (Cost Records and Audit) Amendment Rules2014 the Company maintains the cost audit records. Your Board has on the recommendationof the Audit Committee appointed Mrs. Varsha S. Limaye Cost Accountants (MembershipNo.12358) as cost auditors of the Company for the FY 2021 at a remuneration of Rs.250000/- (Rupees Two Lacs Fifty Thousand Only) plus applicable taxes as may beapplicable.

30. Board's Response on Auditors Qualification

Reservation Or Adverse Remark Or Disclaimer Made

There are no qualifications reservations or adverse remarks made by the StatutoryAuditors in their report for the financial year ended March 31 2020 except:-

Statutory Auditor's comment on delay in payment of statutory dues in their Annexureto the report:-

Reply :- The Company is planning to pay dues from normal routine cash flows.

There are no qualifications reservations or adverse remarks made by the SecretarialAuditor in his report for the Financial Year ended March 31 2020.

31. Reporting of Frauds

Pursuant to provisions of the Section 143(12) of the Companies Act 2013 neither theStatutory Auditors nor the Secretarial Auditor has reported any incident of fraud duringthe year under review.

32. Significant and Material


During FY 2019-20 there were no significant material orders passed by any Courtor Regulator or Tribunal which may impact the going concern status or the Company'soperations in future.

33. Corporate Social Responsibility Initiatives

Vascon has been an early adopter of Corporate Social

Responsibility initiatives. The Company works with Vascon Moorthy Foundation(‘VMF') towards improving healthcare supporting child education and many suchactivities for the welfare of the Society.

As per Section 135 of the Companies Act 2013 the Company has a Corporate SocialResponsibility (CSR)

Committee of its Board of Directors. Our Corporate Social Responsibility Committeecomprises Mr. R. Vasudevan Chairman of the Committee Mr. V. Mohan Member and Ms. SowmyaAditya Iyer Member.

During the year the Committee monitored the implementation and adherence to the CSRpolicy. Our CSR policy provides a constructive framework to review and organize our socialoutreach programs in the areas of health livelihood and education. The policy enables adeeper understanding of outcome focused social development through diverse collaborations.During the year under review Company spent Rupees 25 lakhs towards CSR activities.

The Report on CSR activities of the Company is attached as "Annexure-IV"The CSR Policy of the Company duly amended is hosted on the Company's website at theweb-link: https://www.

34. Information Required Under Sexual Harassment Of

Women At Workplace (Prevention Prohibition & Redressal) Act 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under for prevention andredressal of complaints of sexual harassment at workplace. The Company is committed toproviding equal opportunities without regard to their race caste sex religion colornationality disability etc. All women associates (permanent temporary contractual andtrainees) as well as any women visiting the Company's office premises or women serviceproviders are covered under this Policy.

All employees are treated with dignity with a view to maintain a work environment freeof sexual harassment whether physical verbal or psychological.

The Company has complied with the provisions relating to the constitution of InternalComplaints Committee

(ICC) under the POSH Act to redress complaints received regarding sexual harassment.

The necessary disclosure in terms of requirements of SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 in this regards is given below:

a. No. of complaints filed during the Financial Year: Nil

b. No. of complaints disposed off during the Financial Year: Nil

c. No. of complaints pending as on end of Financial Year: Nil

35. Transfer of unpaid and unclaimed amounts to Investor Education And Protection Fund(‘IEPF') with 5 star rating issued by

Adhering to the various requirements set out in the

Investor Education and Protection Fund (Accounting Audit Transfer and Refund) Rules2016 as amended the Company had transferred to the IEPF Authority all shares in respectof which dividend had remained unpaid or unclaimed for seven consecutive years or more ason the due date of transfer i.e. November 15 2018. Details of shares transferred to theIEPF Authority are available on the website of the Company and the same can be accessedthrough the link investors/shares-information. The said detailshave also been uploaded on the website of IEPF Authority and the same can be accessedthrough the link:

Members may note that shares as well as dividend transferred to IEPF Authority can beclaimed back from them. Concerned members/investors are advised to visit the weblink: or contact Kfintech for lodging claim for refund ofshares and/or dividend from the IEPF Authority.

36. Employees Stock Option Schemes

During the year under review no options were granted to eligible employees under ESOSScheme 2017. The Scheme is in line with the Securities Exchange Board of India (ShareBased Employee Benefits) Regulations 2014 ("SBEB Regulations"). There were nomaterial changes made to the scheme during the year under review. The the Company hasreceived a certificate Company that the scheme is implemented in accordance with the SBEBRegulations and the resolutions passed by by the members. The certificate members inelectronic mode. The details as required to be disclosed under the SBEB Regulations areput up on the Company's website and can be accessed at During the year under review your company has not allottedshares under Employees Stock Option Scheme.

37. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are attached as "Annexure-V".

In terms of Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of limits set out in said rules forms part of the annual report.

38. Conservation of Energy Research and Development Technology Absorption ForeignExchange Earnings and Outgo

The Company focuses on conservation of energy in its projects. Many of our projects areeco-friendly. One of our project (Windermere) is duly certified by IFBC- Pre-CertifiedProject issued by Indian green Building Council. Company has also received anothercertificate- Eco housing Certificate and Technology.

We focus on preserving natural resources like trees canals and other resources whiledesigning the projects.

Our Company has not imported any technology or other items or carried on the businessof export or import. Therefore the disclosure requirements against technology absorptionare not applicable to the Company.

During the year under review total Foreign Exchange Earnings and Outgo is as under:

(Rs. In lakhs)

Particulars FY 2020 FY 2019
Foreign Exchange Earning 0 307.32
Expenditure in Foreign Exchange 38.56 6.98

39. Extract of the Annual Return

The details forming part of the extract of the annual return in Form MGT-9 is attachedas "Annexure-VI".

40. Acknowledgement

Your Directors would like to acknowledge and place on record their sincereappreciation for the assistance and co-operation received from Financial InstitutionsBanks Government Authorities Shareholders Investors and Business Partners.

Yours Directors also wish to place on record the deep sense of appreciation for thecommitted services by the Company executives and staff.