To the Members
The Board of Directors present the 33rd Board's Report of the Company
together with the summary of standalone and consolidated financial Statements for the year
ended 31st March, 2022.
Financial Results:
Rs In Lakhs
Particulars |
Standalone |
Consolidated |
|
2021-22 |
2020-21 |
2021-22 |
2020-21 |
Revenue from Operations |
3,10,233.68 |
3,90,051.89 |
3,10,233.68 |
3,90,051.89 |
Profit Before Interest ,Depreciation, Exceptional Items and
Taxes |
(37,780.84) |
44,907.32 |
(39,056.08) |
44,239.67 |
Less: Financial Cost |
33,767.44 |
32,072.18 |
33,807.72 |
32,074.58 |
Profit before Depreciation, Exceptional Items and Taxes |
(71,548.28) |
12,835.14 |
(72863.80) |
12,165.09 |
Less: Depreciation and Amortisation Expenses |
7626.91 |
8,450.16 |
7626.91 |
8,450.16 |
Add : Other Income |
338.52 |
736.60 |
340.13 |
736.83 |
Profit before Exceptional Items and Taxes |
(78,836.67) |
5,121.58 |
(80,150.58) |
4,451.76 |
Less: Exceptional Items (Net) |
(14,051.05) |
- |
(14,051.05) |
- |
Profit Before Tax |
(92,887.72) |
5,121.58 |
(96,080.03) |
3,773.97 |
Provision for Tax |
(258.56) |
(536.26) |
(258.56) |
(536.26) |
Profit After Tax |
(92,629.16) |
5,657.84 |
(95,821.47) |
4,310.23 |
Other Comprehensive income/(losses) for the Year |
184.99 |
155.05 |
6.37 |
(11.39) |
Total comprehensive income for the year |
(92,444.17) |
5,812.89 |
(95815.10) |
4,298.84 |
Paid up Capital |
3,743.97 |
3,743.97 |
3,743.97 |
3,743.97 |
Review of Operations:
Your Company, Gayatri Projects has achieved revenue of H 3102.34 crores
in FY2022 as against H 3900.52 crores in the previous year on a standalone basis. The
revenue from operations has declined by 20.46% in FY2022 when compared to the last year
due to working capital stress on account of Covid pandemic, countrywide lockdown and delay
in receivables from the State Government Departments.
Your Company has incurred losses of H 788.37 crores before exceptional
items/taxes for the current financial year as against profit of H 51.22 crores in the
previous year. The main reasons for incurring the losses are on account of increase in
materials cost, increase in cost of overheads, non-availability of adequate working
capital to execute the works on hand, non-awarding of fresh contract works due to lenders
reluctant to provide bank guarantee etc., have severely affected the business operations
of the company. As a result, the Company has defaulted in repayment of dues to its lenders
and devolvement of significant Non-Fund based facilities has happed and most of the
lenders have recalled their financial facilities extended to the company. The loans and
other facilities sanctioned to the company have been classified by the lenders as
Non-Performing Assets (NPA).
During the current financial year, the National highways Authority of
India (NHAI) has unilaterally and arbitrarily invoked the bank guarantees given in favour
of it in respect of mobilization advances given by NHAI for Varanasi road project. The
NHAI has also charged huge interest on the mobilization advance which is contested by the
company. In similar manner, Ministry of Road Transport & Highways (MORTH) has charged
interest on mobilization advance which has been contested by the company. In order to
follow prudence concept of accounting, the said interest amount of H 140.51 crores, which
was otherwise recoverable from the NHAI & MORTH has been charged to the profit &
loss account as exceptional item in the current financial year. The management of the
company, is confident to recover the interest charged by the above clients in future
claims.
The Company lenders have also filed petitions/legal suits/complaints
before the Debt Recovery Tribunal (DRT)/other forums for recovery of the dues and issued
notices under SARFAESI Act. Further, two lenders of the company, one corporate creditor
and two operational creditors have filed applications under the Insolvency and Bankruptcy
Code, 2016 before the Hon'ble National Company Law Tribunal (NCLT), Hyderabad. The
applications filed before the Hon'ble NCLT are not admitted till the date of Board Report.
The management of the company is taking appropriate legal and other steps to the notices
received from various lenders, petitions filed before the DRT, and applications filed
before the Hon'ble NCLT. The management is confident to resolve all these issues at the
earliest in the best interest of the company's affairs, business operations, and lender's
business interests.
Future Outlook:
Your company has appointed a leading consultant as Corporate Debt
Advisors for Debt Restructuring proposal/ amicable debt settlement proposal in the best
interest of the company, lenders and stakeholders. The Company is also discussing with
various financial investors for raising the equity and your company has received the
non-binding expression of interest from one of the investor. Hence, the management of your
company is very confident of reviving the company from current financial crisis and
resolving the debt default issues at the earliest.
Applications filed under Insolvency and Bankruptcy Code, 2016:
As on date of signing of the Boards Report, two lenders of the company,
one corporate creditor and two operational creditors have filed applications under the
Insolvency and Bankruptcy Code, 2016 before the Hon'ble National Company Law Tribunal
(NCLT), Hyderabad.
The applications filed before the Hon'ble NCLT are not admitted as on
the date of this report.
S. No |
Case No. |
Petitoner Vs. Respondents |
Amount of Claim |
Filing Date |
Status |
1 |
C.P. (IB) -317/2021 |
SREI Equipment Finance Limited vs M/s. Gayatri Projects Ltd |
H 86,37,72,910 |
03-12-2021 |
Application pending with NCLT. |
2 |
C.P. (IB) - 32/2022 |
Bank of Baroda Vs M/s. Gayatri Projects Ltd |
H 5,49,64,35,001 |
03-02-2022 |
Application pending with NCLT. |
3 |
C.P. (IB) - 72/2022 |
Kataria Industries Private Limited Vs M/s. Gayatri Projects
Ltd |
H 2,62,58,141 |
04-03-2022 |
Application pending with NCLT. |
4 |
C.P. (IB) - 26/2022 |
IL&FS Financial Services Limited Vs M/s. Gayatri Projects
Ltd |
H 60,49,95,435 |
24-01-2022 |
Application pending with NCLT. |
5 |
C.P. (IB) - 176/2022 |
Kunal Conchem Private Limited Vs M/s. Gayatri Projects
Limited |
H 3,35,00,000 |
28-05-2022 |
Application pending with NCL |
Dividend:
For the financial year 2021-22, the Company has not declared any
dividend due to losses in the FY 202122. Therefore, due to continued financial stress in
the Company, your Board of Directors does not recommend any dividend for the Financial
Year ended March 31, 2022.
Reserves:
There are no profits for transfer to reserves for the FY2021-22.
Management Discussion & Analysis:
Management Discussion and Analysis Report, as required in terms of SEBI
(LODR) Regulation, is annexed which forms part of this Report as Annexure -1.
Dividend Distribution Policy:
In terms of Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('SEBI Listing
Regulations') the Board of Directors of the Company (the 'Board') formulated and adopted
the Dividend Distribution Policy ('Policy'). In compliance of the SEBI Listing
Regulations, the Policy is annexed as Annexure - 2 and is also available on the
Company's website at: https://www.gayatri.co.in/pdf/GPL
Dividend Distribution Policy.pdf
Share Capital:
During the period there were no changes in the share capital of the
Company. The Authorised share capital of the company is H 80,00,00,000 divided into
40,00,00,000 equity shares of H 2/- each and the paid- up share capital of the Company is
H 37,43,97,370 divided in to 18,71,98,685 Equity shares of H 2/- each.
Material Changes and Commitments affecting the Financial Position of
the Company:
In view of the COVID-19 pandemic situation, the operations of the
company are affected and there are delays in receivables from various State Governments.
Due to this your company is facing severe cash flow mismatch and finding it difficult to
pay the lenders dues. As a result of this, the Company has defaulted in repayment of dues
to its lenders and devolvement of significant Non-Fund based facilities has happed and
most of the lenders have recalled their financial facilities extended to the company.
After this, the lenders have initiated forensic audit. The final forensic audit report is
awaited as on the date of Board's report. Your Company is putting all efforts to improve
the cash flows and regularize the lenders account at the earliest. Your company is
confident to overcome the present financial crisis.
National Highways & Infrastructure Development Corporation Ltd has
terminated the work of four lining of existing Dimapur - Kohima Road work on 1st June 2021
due to slow progress and invoked performance and mobilization advance bank guarantees
amounting to H 46.70 crores. Your Company has invoked the arbitration clause under the
agreement and claimed amount of H 202.79 crores as claim under provisions along with
interest at SBI PLR+2% and cost. The arbitration tribunal has been formed and the hearings
are in progress.
NHAI vide its letter dated 10.06.2021 has declared your company,
Gayatri Projects Limited (GPL), as non-performer for the period till the defects are not
completely rectified in the Sultanpur to Varanasi PKG- I and II and prohibited the Company
from bidding for ongoing/future projects of NHAI till the notified defects are
satisfactorily cured. Your Company has rectified most of the defects and has requested
NHAI to lift the non-performer tag and NHAI officials have instructed local project
officials to verify the rectification works carried out by your company and submit the
report. The NHAI is expected to lift the prohibition on bidding soon.
There is no change in the nature of business of the Company during the
year under review.
Board Meetings:
The Board of Directors met 9 times in the Financial Year 2021-22 on
June 05, 2021, June 14, 2021, August 05, 2021, August 13, 2021, September 22, 2021,
October 23, 2021, November 13, 2021, February 14, 2022 and March 15, 2022.
Directors
Reappointment of Director retiring by rotation - In terms of provisions
of the Companies Act, 2013, Mr. J. Brij Mohan Reddy (DIN: 00012927), Vice Chairperson and
Executive Director of the Company, retires at the ensuing Annual General Meeting and being
eligible, seeks reappointment.
The necessary resolution for retiring by rotation for Mr. J. Brij Mohan
Reddy forms part of the Notice convening the AGM scheduled to be held on Tuesday,
September 27, 2022. The profile and particulars of experience of the above proposed
existing director for Board membership, are disclosed in the said Notice.
Directors and Key Managerial Personnel:
During the year, the following changes took place in the Directors and
Key Managerial Personnel of the Company:
Name |
Nomination & Appointment/Resignation |
Shri. Man Mohan Gupta (DIN:09181309) |
Shri. Man Mohan Gupta, Nominee Director, was nominated by
Bank of Baroda (Lead Banker of the Consortium) on the Board of Gayatri Projects Limited as
per the Master Restructuring Agreement executed between the Company and Lenders in 2015
and amended from time to time and was appointed on the Board of the Company w.e.f June 15,
2021. |
Smt. Nanduri Ramadevi (DIN: 08699570) |
Smt. Nanduri Ramadevi has resigned from the position of Woman
Independent Director on the Board of the Company w.e.f close of working hours on October
04, 2021 due to health issues caused by an accident. |
Shri. K V Ramanachary (DIN: 08658826) |
Shri. K V Ramanachary has resigned from the position of
Independent Director on the Board of the Company w.e.f November 13, 2021 due to health
issues. |
Shri. Srihari Vennelaganti (DIN: 01829513) |
Shri. Srihari Vennelaganti was appointed as Independent
Director on the Board of the Company w.e.f February 14, 2022. |
Smt. Pamula Latha (DIN: 08358726) |
Smt. Pamula Latha was appointed as Woman Independent Director
on the Board of the Company w.e.f March 15, 2022. |
The Company has received the necessary declarations from each
Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b)
and 25(8) of the SEBI Listing Regulations, that he / she meets the criteria of
independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI
Listing Regulations. The Company has also received declaration from Independent Directors
that they are in compliance with sub-rule (1) and (2) of Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014.
In the opinion of the Board, there has been no change in the
circumstances which may affect their status as independent directors of the Company and
the Board is satisfied of the integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent
Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended, Independent
Directors of the Company have included their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate Affairs.
Composition of Audit Committee:
The Company has constituted a Audit Committee as per the requirement of
Companies Act, 2013 and SEBI Listing Regulations. The Audit Committee of the Board of
Directors is as follows:
Name of the Member |
Designation |
Mr. Ch. Hari Vithal Rao |
Chairman |
Mr.T. V. Sandeep Kumar Reddy |
Member |
Mr. G. Sreeramakrishna |
Member |
Mrs. N. Ramadevi |
Member (ceased to be a member w.e.f 04.10.2021) |
The details of Audit Committee meeting and other details are given in
corporate governance report. The Board has accepted all the recommendations of the Audit
Committee made during the year.
Policy laid down by the Nomination and Remuneration Committee for
Remuneration of Directors, KMP & Other Employees:
The Remuneration policy of the Company is performance driven and is
structured to motivate Employees. Recognize their merits and achievements and promote
excellence in their performance.
The salient features of the Policy are:
- It ensures that the level and composition of remuneration is
reasonable and sufficient to attract, retain and motivate Directors of the quality
required to run the Company successfully.
- It lays down Relationship of remuneration to performance is clear and
meets appropriate performance benchmarks.
- It formulates a criteria for determining qualifications, positive
attributes and independence of a Director.
- It contains guidelines for determining that the remuneration to
Directors, Key Managerial Personnel and Senior Management involves a balance between fixed
and incentive pay reflecting short and long term performance objectives appropriate to the
working of the Company and its goals.
- To recommend to the Board policy relating to remuneration for
Directors, Key Managerial Personnel and Senior Management.
During the year under review, basis the amendment in SEBI (LODR)
Regulations, 2015, as amended, the amended policy was adopted by the Board on February 14,
2022. The Nomination Remuneration and Evaluation Policy of the company is available at
website of the Company at https://www.gayatri.co.in/pdf/ Remuneration Policy
15-02-2022.pdf.
Manner in which formal Annual Evaluation has been made by the Board of
its Own Performance and that of its Committees and Individual Directors:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out
evaluation of (i) its own performance, (ii) the directors individually and (iii) working
of its Committees. The manner in which the evaluation was carried out as detailed below:
(a) Nomination & Remuneration Committee:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and
Remuneration Committee has formulated the criteria for evaluation of directors and
evaluated every director. Based upon structured questionnaire, which was prepared after
taking into consideration various parameters such as attendance and participation in
meetings by the directors, corporate governance practices, independence of judgment,
safeguarding the interests of the company etc., the evaluation was carried out by the
Committee. The Members of the Committee evaluated the individual directors at its meeting
held on 14.02.2022.
The Nomination and Remuneration Committee decided that since the
performance of the directors has been satisfactory, it was decided to continue with the
term of the directors, the Managing Director, the Executive Director and the Independent
Directors.
(b) Separate Meeting of Independent Directors:
The Independent directors of the Company at its meeting held on
14.02.2022 (a) reviewed the performance of the Board and non-independent directors (b)
reviewed the performance of the Chairperson of the Company and (c) assessed the quality,
quantity and timeliness of flow of information between the company management and the
Board. All the Independent Directors, on the date of the meeting, attended the meeting.
The Independent Directors reviewed the performance of the board,
non-Independent Directors (including Managing Director and Whole time Director) and found
it to be satisfactory, opined that term of their appointment be continued.
The Independent Directors after review of the performance of the
Chairperson, decided that the Chairman has good experience, knowledge and understanding of
the Board's functioning and her performance is satisfactory. The Independent Directors
decided that the information flow between the Company's Management and the Board is
adequate.
Director's Responsibility Statement:
In pursuance of section 134 (5) of the Companies Act,
2013, the Directors hereby confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively
Subsidiaries Associates and Joint Ventures:
The Company has 2 (Two) subsidiary companies (including step down
subsidiary) and 1 (one) associate company as on 31st March, 2022 as per the Companies Act,
2013. During the year under review, the Board of Directors reviewed the affairs of
material unlisted subsidiary.
As per the provisions of Section 129 of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014, a separate statement containing the salient
features of the financial statements of the subsidiary Companies/ Associate
Companies/Joint Ventures prepared in Form AOC-1, are given in Annexure- 3.
In accordance with the provisions of Section 136 of the Act and the
amendments thereto, read with the SEBI Listing Regulations, the audited Financial
Statements, including the consolidated financial statements and related information of the
Company and financial statements of the subsidiary companies are available on our website
www.gayatri.co.in.
The company has adopted the policy for determining 'material'
subsidiaries and the same has been placed on the website of the company at https://www.
gayatri.co.in/pdf/Policy_For_Determining_Material_ Subsidiaries.pdf
Annual Return:
The Annual Return for financial year 2021-22 as per provisions of the
Act and Rules thereto, is available on the Company's website at https://www.gayatri.co.in/
pdf/annual-return/MGT_7_2021-22.pdf
Consolidated Financial Statements:
In compliance with Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and in compliance with the provisions of
Section 129(3) and other applicable provisions of the Companies Act, 2013 and Ind AS-110
and other applicable
Accounting Standards, your Directors have presented the consolidated
financial statements for the financial year ended March 31, 2022, which forms part of the
Annual Report.
Statutory Auditors and Their Report:
At the 29th AGM held on September 28, 2018 the Members approved
appointment of M/s. M O S & Associates LLP, Chartered Accountants, (Firm Registration
No. 001975S/S200020) as Statutory Auditors of the Company to hold office for a period of
five years from the conclusion of that AGM till the conclusion of the 34th AGM.
In terms of the provisions relating to statutory auditors forming part
of the Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment
of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the Notice
convening the ensuing AGM does not carry any resolution on ratification of appointment of
Statutory Auditors.
The Auditor's Report to the members of the Company for the Financial
Year ended March 31, 2022 does not contain any qualification(s). The report of the
Statutory Auditors forms part of this report. During the year under review, the Statutory
Auditors did not report any matter under Section 143(12) of the Act, therefore no detail
is required to be disclosed under Section 134(3) (ca) of the Act. The emphasis of matter
reported by the Statutory Auditors is self-explanatory and do not call for further
comments.
Secretarial Audit:
As per the provisions of the Section 204(1) of the Companies Act, 2013,
the Company has appointed Mr. Y. Koteswara Rao, Practicing Company Secretary to conduct
Secretarial Audit of the records and documents of the Company, The Secretarial Audit
Report for the Financial Year ended 31st March, 2022 in Form No. MR-3 is annexed to the
Directors Report as Annexure - 4 and forms part of this Report. The Secretarial
Auditors' Report to the Members of the Company for the Financial Year ended March 31, 2022
does not contain any qualification(s) or adverse observations. The other
observations/comments are self-explanatory.
Disclosures:
a) Deposits
Company has not accepted any deposits covered under Chapter V of the
Companies Act, 2013
b) Conservation of energy
The Company's main line of activity is civil construction which is not
power intensive. However the Company is taking all efforts to conserve the usage of power.
(i) Use of alternate sources of energy is not applicable to the
Company.
(ii) Capital investment on energy conservation equipment for its main
line of activity is not applicable to the Company.
c) R & D Technology absorption
The Company main line of activity is civil construction and hence
R&D and technology absorption is not applicable to the Company.
d) Foreign Exchange Earnings - NIL
e) Foreign Exchange Outgo
Sr No |
Nature of Payment |
Amount in H Lakhs |
1 |
Consultancy & Technical Fees |
1,496.92 |
2 |
Purchase of Capital Goods |
- |
3 |
Purchase of Spares & Materials |
887.29 |
Details of Adequacy of Internal Financial Controls:
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business including adherence to the Company's
policies and internal financial controls with reference to the financial statements laid
down by the Company.
Particulars of Loans, Guarantees or Investments:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements. Also, pursuant to Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the particulars of Loans/Advances given to
Subsidiaries have been disclosed in the notes to the Financial Statements.
Risk Management:
The Company has a risk management committee in place. The Company has
been addressing various risks impacting the Company and developed risk policy and
procedures to inform Board members about the risk assessment and minimization procedures.
Whistle Blower Policy/Vigil Mechanism:
Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed
there under and pursuant to SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has established a mechanism through which all the
stakeholders can report the suspected frauds and genuine grievances to the appropriate
authority. The Whistle Blower Policy which has been approved by the Board of Directors of
the Company and has been hosted on the website of the Company at
https://www.gayatri.co.in/pdf/ Whistle%20Blower%20Policy.pdf.
Disclosure as per Section 22 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:
Pursuant to the requirements of Section 22 of Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules
thereunder, the Company has not received any complaint of sexual harassment during the
year under review. The Company has complied with the provisions relating to the
constitution of the Internal Complaints Committee under the Act.
Complaints received, disposed and pending during the year:
Number of complaints filed during the financial year |
Nil |
Number of complaints disposed of during the financial year |
Nil |
Number of complaints pending as on end of the financial year |
Nil |
Corporate Social Responsibility:
The brief outline of the Corporate Social Responsibility (CSR) Policy
of the Company and the initiatives undertaken by the Company on CSR activities during the
year are set out in Annexure-5 of this report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on
the website of the Company at https://www.gayatri.
co.in/pdf/CorporateSocialResponsibilityPolicy.pdf.
Significant & Material Orders Passed by the Regulators:
There has been no significant and material order passed by the
regulators or courts or tribunals impacting the going concern status and the Company's
future operations. However, Members' attention is drawn to the statement on contingent
liabilities, commitments in the notes forming part of the Financial Statements.
Contracts or Arrangements with Related Parties:
During the year under review, all related party transactions entered
into by the Company, were approved by the Audit Committee and were at arm's length and in
the ordinary course of business. Prior omnibus approval is obtained for related party
transactions which are of repetitive nature and entered in the ordinary course of business
and on an arm's length basis. The Company did not have any contracts or arrangements with
related parties in terms of Section 188(1) of the Act. Also, there were no material
related party contracts entered into by the Company. Accordingly, the disclosure of
related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is
not applicable to the Company for financial year 2021-22 and hence does not form part of
this report.
Details of related party transactions entered into by the Company, in
terms of Ind AS-24 have been disclosed in the notes to the standalone / consolidated
financial statements forming part of this Annual Report.
In line with the requirements of the Act and the SEBI Listing
Regulations, the Company has formulated a Policy on Related Party Transactions and the
same can be accessed on the Company's website at https://www.
gayatri.co.in/pdf/Related%20Party%20Transaction%20 Policy.pdf.
Deposits:
Your Company has not accepted or renewed any deposit from public during
the year under review. Further, no amount on account of principal or interest on deposit
from public or interest on deposits from public was outstanding as on the date of the
balance sheet.
Cost Audit:
In terms of Section 148 of the Act, the Company is required to maintain
cost records and have audit of its cost records conducted by a Cost Accountant. Cost
records are prepared and maintained by the Company as required under Section 148(1) of the
Act.
M/s. N.S.V. KRISHNA RAO & Co. Cost Auditors were appointed as cost
auditor to audit the cost records of the Company for the F.Y 2021-22 and re-appointed for
the F.Y 2022-23 by the Board of Directors on the recommendations of the Audit Committee.
They have been conducting the Audit of the cost records of the Company for the past
several years. In accordance with the provisions of Section 148(3) of the Act read with
Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of
H 1.15 lakhs plus applicable taxes and reimbursement of out- of-pocket expenses payable to
the Cost Auditors as recommended by the Audit Committee and approved by the Board has to
be ratified by the Members of the Company. Accordingly, a resolution to this effect forms
part of the Notice convening the AGM.
Particulars of Employees:
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure-6.
In terms of the provisions of Section 197(12) of the Act, read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names and other particulars of employees
drawing remuneration in excess of the limits as set out in the said Rules forms part of
this report.
Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the
year 2022-2023 to National Stock Exchange of India Limited and BSE Limited where the
Company's Shares are listed. Annual Custody / Issuer fee is being paid by the Company
based on invoices received from the Depositories.
Corporate Governance and Shareholders Information:
Your Company has taken adequate steps to adhere to all the stipulations
laid down in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included
as a part of this Annual Report as Annexure -7. Certificate from the practicing
Company Secretary confirming the compliance with the conditions of Corporate Governance as
stipulated under aforesaid regulations is attached to Corporate Governance Report.
Business Responsibility Report
As per Regulation 34(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a Business Responsibility Report covering the principle
wise performance of the Company on the nine principles as per National Voluntary
Guidelines (NVGs) forms a part of the Annual report of the Company, annexed as Annexure
-8.
Secretarial Standards
The company has in place proper systems to ensure compliance with the
provisions of the applicable secretarial standards issued by The Institute of Company
Secretaries of India and such systems are adequate and operating effectively.
Acknowledgement:
Your Directors would like to acknowledge and place on record their
sincere appreciation to all stakeholders - clients, financial institutions, Banks, Central
and State Governments, the Companies' valued investors and all other business partners for
their continued co-operation and excellent support received during the year.
Yours Directors recognize and appreciate the efforts and hard work of
all the employees of the Company and their continued contribution to its progress.
|
For and on behalf of the Board |
|
|
T. INDIRA REDDY |
T.V.SANDEEP KUMAR REDDY |
|
Chairperson |
Managing Director |
|
DIN:00009906 |
DIN: 00005573 |
Place: Hyderabad. |
P. SREEDHAR BABU |
CHETAN KUMAR SHARMA |
Date: 30th May, 2022 |
Chief Financial Officer |
Company Secretary & Compliance Officer |