p r cements ltd Directors report

To

The Members,

BHEEMA CEMENTS LIMITED

The Board of Directors of the Company presents before you the 43 ^rd Annual Report together with the Standalone Audited financial statements of Bheema Cements Limited (‘The Company or ‘Bheema) for the financial year ended March 31, 2022.

FINANCIAL HIGHLIGHTS

The financial highlights of the Companys operations are as follows:

(INR in Lakhs)

Particulars	Year Ended Standalone
	March 31, 2022	March 31, 2021
Operational & Other Income	30.91	61.42
Total Expenses including Interest Expense and Depreciation and Amortization Expense	3220.43	2467.87
Loss before exceptional items and tax	-3189.52	-2406.45
Prior period items	0.00	0.00
Exceptional Items	0.00	0.00
Provision for diminution in the value of investments	0.00	0.00
Loss before tax	-3189.52	-2406.45
Current Tax	0.00	0.00
Deferred Tax	506.38
Loss after tax	-3695.89	-2406.45

The Company has adopted Indian Accounting Standards (Ind-AS) prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with the relevant rules issued thereunder and accordingly, these financial statements for all the periods presented have been prepared in accordance with the recognition and measurement principles as stated therein.

Note: Previous year figures have been regrouped/rearranged wherever necessary.

PERFORMANCE AND FUTURE OUTLOOK

During the financial year under review, your Company had reported total Income of INR 30.91 Lakhs as against INR 61.42 Lakhs during the previous Financial Year. The Company recorded a net loss of INR 3189.52 Lakhs as against net loss of INR 2406.45 Lakhs during the previous Financial Year.

The operations of the Company have not commenced post the completion of the Corporate Insolvency Process (CIRP) till the date of this report. Your Directors are following necessary course of action to bring the company on track again. The overhauling of the plant is at the completion stage which is a good indicator for the near future of the Company and its stakeholders. Your Board is focussed to implement a robust business model to see a strong offtake in the coming years.

CHANGE IN CONTROL AND NATURE OF BUSINESS

Your Company is engaged in the business of manufacturing and distribution of cement and there is no change in the control and nature of business activities during the period under review.

SHARE CAPITAL

(a) Authorised Share Capital

The authorized share capital of the Company is INR 78,00,00,000/- (INR Seventy-eight Crores Only) divided into 7,80,00,000 (Seven Crore Eighty Lakhs Only) Equity shares of INR 10/- each. During the year under review there is no change in the authorized share capital of the Company.

(b) Issued, Subscribed and Paid-up Share Capital

The issued, subscribed and paid-up share capital of the Company is INR 32,61,00,020/- (INR Thirty- two Crores Sixty One Lakhs and Twenty only) divided into 3,26,10,002 (Three Crore Twenty Six Lakhs Ten Thousand and Two Equity shares of INR 10/- each.

During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options nor sweat equity shares. As on March 31, 2022 there are no instruments convertible into the equity shares of the Company, hence there is no change in the issued, subscribed and paid-up share capital of the Company.

DEMATERIALIZATION OF SHARES

The entire shareholding of the promoters of your Company and all its shareholders is in Demat form and as on date 100% of the Shareholding of the Company is held in Demat Mode.

TRANSFER TO RESERVES

During the year under review your Directors do not propose to transfer any amount to the general reserves (Previous year: NIL).

DIVIDEND

During the financial year under review, the Company has not earned any profits as the commercial production has not yet commenced. Hence due to inadequacy of profits, your Directors do not propose any dividend for the Financial year 2021-22 (Previous year: NIL)

BUSINESS RESPONSIBILITY REPORT

Since your Company is not included in list of top 1000 Company based on the market capitalization, the inclusion of Business Responsibility Report in the Annual Report is not mandatory for the company.

TRANSFER OF THE AMOUNT OF UNPAID DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION & PROTECTION FUNDS (IEPF)

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") the unpaid or unclaimed dividend for a continuous period exceeding 7 years is required to be transferred by the company to the IEPF established by the Government of India. Further, the shares on which dividend has not been paid or claimed by the shareholders for 7 (seven) consecutive years or more are also required to be transferred to the D-mat account of the IEPF Authority.

Since your company has no unpaid or unclaimed dividend for a continuous period exceeding 7 years there is no requirement to transfer any amount or shares to the IEPF

DEPOSITS

During the year under review, the Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re enactment thereof for the time being in force), Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of Financial Statements provided in this Annual Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The details of significant and material orders passed by the Regulators /Courts and Appellate Tribunals, during the year under review and till the date of this report are mentioned hereunder:

1. The Successful Resolution Applicants (SRA) of the Company submitted a bank guarantee issued by a foreign bank and whose authenticity was confirmed by an Indian Bank, but the creditors did not accept it citing its format is not as per original RFRP issued at the time of EOI. The request was that at the time of signing the LOI, the CoC required performance bank guarantee (PBG) of Rs 10 crore for which the Appellant transferred cash to the extent of Rs 10 crore and gave it as an cash Fixed Deposit rather than a bank guarantee. During this second instalment the SRA after submission of the PBG and making a payment of additional 10 crores along with 18% additional interest for the additional period despite extreme hardships in the mid of covid, requested the Management Committee to appropriate the Fixed Deposit and accepting this Bank Guarantee in place of the FD submitted earlier. The Creditors approached Honble NCLT and took directions vide IA No. 220/2021 dated 02-09-2021 to appropriate the fixed deposit given for performance guarantee towards the second instalment of Rs 20 crore.

2. The SRA herein was constrained to file an Application vide IA No. 684 of 2020 for extension of payment of second instalment amount of Rs. 20 Crores due to Covid -19 pandemic and Honble AA vide its orders dated 28-10-2020 pleased to extend the time period by 150 days for the payment of second instalment from the original scheduled date i.e, from 16-05-2020 to 28-11-2020 and accordingly the promotors made the payment of the Second installment.

3. M/s. Southern Power Distribution Company of Telangana Limited, one of the operational creditors of the Corporate Debtor, has approached this Honorable National Company Law Appellate Tribunal (herein after referred to as nClAT) vide Company Appeal (AT) (CH) (inS) No. 60 of 2022 assailing the order of the approval of Resolution plan. The issue was pending till 09.03.2022 before this Tribunal and finally the appeal filed by M/s. Southern Power Distribution Company of Telangana Limited was dismissed.

4. M/s. Southern Power Distribution Company of Telangana Limited filed an Appeal Civil Appeal No. 4587/2022 before Honble Supreme Court of India challenging the approval of Resolution Plan and the orders passed by the tribunal and NCLAT.

5. The SRA approached the Honble NCLT to extend the timelines for the payment of the entire consideration to the Creditors as per the Resolution Plan, by 18 month citing the regulatory challenges faced to recommission the plant. However, the NCLT passed an impugned order dated 10.10.2022 and extended the timelines for payment of the consideration to the Creditors by a period of 180 days from the date of NCLT Order.

DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the financial year under review, your Company is not having any Subsidiary, Associate or joint Venture Companies.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATIONS AND JOINT VENTURE COMPANIES:

The Company do not have any holding or subsidiary Company during the year under review.

BOARD OF DIRECTORS (BOD) & KEY MANAGERIAL PERSONNEL (KMP)

(i) Composition of Board:

The Board of the Company is duly constituted with optimum combination of Executive and Non-Executive Directors and consists of the following:

S.No Name of the Key Managerial Personnel	Designation	Date of Appointment
1. Mr. Kandula Prasanna Sai Raghuveer	Managing Director	11-02-2020
2. Mr. Rajakishore Tadimalla	Director	11-02-2020
3. Mr. Kuchampudi Srinivasa Upendrasaketh Varma	Whole-time Director	11-02-2020
4. Mrs. Bhavani Lakshmi Kilaru	Women Director	30-06-2021
5. Mr. Ruthwesh Argula	Non-Executive Independent Director	30-06-2021
6. Mr. Pawan Jain	Non-Executive Independent Director	30-06-2021
7. Mr. Shailesh Shivappa Biradar	Non-Executive Independent Director	30-06-2021
8. Mrs. Uma Tadimalla	Chief Financial Officer	16-06-2020
9. Mr. Varmavenkatasatya Suryanarayana Rudhraraju	Chief Executive Officer	16-06-2020
10. Mr. Anshul Singhai	Company Secretary & Compliance Officer	16-06-2020

(ii) Director seeking appointment/re-appointment

In accordance with the provisions of the Companies Act, 2013, Mr. Kuchampudi Srinivasa Upendrasaketh Varma (DIN:07087346) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board recommends passing necessary resolution as set out in the notice of the 43^rd Annual General Meeting for reappointment.

Further necessary resolution have been placed in the notice of this Annual General Meeting for reappointment of Mr. Prasanna Sai Raghuveer Kandula as the Managing Director of the Company and Mr. Kuchampudi Srinivasa Upendrasaket Varma as the Whole Time Director of the Company for a further period of two years from the conclusion of this Annual General Meeting till the conclusion of the 45 ^th Annual General Meeting to be held in the year 2024.

(ii) Changes in Directors and Key Managerial Personnel

During the year under review, the following changes were made in the composition of the Board of Directors:

a. Mrs. Bhavani Lakshmi Kilaru was appointed as Executive Director on the Board of the Company at the meeting of the Board of Directors held on 30^th June 2021. Her appointment was regularized at the 42^nd Annual General Meeting of the Company held on 30^th November,2021.

b. Mr. Ruthwesh Argula was appointed as an Independent Director on the Board of the Company at the meeting of the Board of Directors held on 30^th June 2021. His appointment was regularized at the 42^nd Annual General Meeting of the Company held on 30^th November,2021.

c. Mr. Pawan Jain was appointed as an Independent Director on the Board of the Company in the meeting of the Board of Directors held on 30^th June 2021. His appointment was regularized in the 42^nd Annual General Meeting of the Company held on 30^th November,2021.

d. Mr. Anantha Ramaiah Srinivasula was appointed as an Independent Director on the Board of the Company by the members of the Company at the 42^nd Annual General Meeting of the Company held on 30^th November,2021.

e. Mr. Shailesh Shivappa Biradar was appointed as an Independent Director on the Board of the Company at the meeting of the Board of Directors held on 30^th June 2021. His appointment was regularized in the 42^nd Annual General Meeting of the Company held on 30^th November,2021.

During the period under review there is no change in the Key Managerial Personnel of the Company.

(iii) Policy on directors appointment and remuneration and other details

The Company has, on the recommendation of the Nomination and Remuneration Committee, framed a Policy on Nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and, or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. The said policy will be made available on the Company Website of the Company (i.e https://bheemacements.net/)

(iv) Declaration of independency by the Independent Directors

The Company has received necessary declaration from all the Independent Directors as required under section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of Independence as per Regulation 16(1)(b) the SEBI (LODR) Regulation, 2015 and the Companies Act, 2013. In the Opinion of the Board, all the Independent Directors fulfills the criteria of the independency as required under provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. There has been no change in the circumstances, which has affected their status as independent director.

(v) Annual Board Evaluation

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors has carried out an Annual Evaluation of its own performance, performance of the Directors and of the working of its Committees. The Boards functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Evaluation of the Committees performance was based on the criteria like composition, its terms of the reference and effectiveness of committee meetings, etc., Individual Directors performance evaluation is based on their preparedness on the issues to be discussed, meaningful and constructive discussions and their contribution to the Board and Committee meetings. The Chairperson was evaluated mainly on key aspects of his role. These performance exercises were conducted seeking inputs from all the Directors / Committee Members wherever applicable.

The evaluation procedure followed by the company is as mentioned below:

i) Feedback is sought from each Director about their views on the performance of the Board, covering various criteria such as degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders. Feedback was also taken from every Director on his assessment of the performance of each of the other Directors.

ii) The Nomination and Remuneration Committee (NRC) then discusses the above feedback received from all the Directors.

iii) Based on the inputs received, the Chairman of the NRC also makes a presentation to the Independent Directors at their meeting, summarizing the inputs received from the Directors as regards Boards performance as a whole and of the Chairman. The performance of the Non-Independent Non-Executive Directors and Board Chairman is also reviewed by them.

iv) Post the meeting of the Independent Directors, their collective feedback on the performance of the Board (as a whole) is discussed by the Chairman of the NRC with the Chairman of the Board. It is also presented to the Board and a plan for improvement is agreed upon and is pursued.

v) Every statutorily mandated Committee of the Board conducts a self-assessment of its performance and these assessments are presented to the Board for consideration. Areas on which the Committees of the Board are assessed include degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

vi) Feedback is provided to the Directors, as appropriate. Significant highlights, learning and action points arising out of the evaluation are presented to the Board and action plans are drawn up. During the year under report, the recommendations made in the previous year were satisfactorily implemented.

The peer rating on certain parameters, positive attributes and improvement areas for each Board member are also provided to them in a confidential manner. The feedback obtained from the interventions is discussed in detail and, where required, independent and collective action points for improvement are put in place.

(vi) Familiarisation Programme

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Companys website

(vii) Meetings of the Board of Directors

The Board of Directors of the Company met at regular intervals during the financial year 2021-22. The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held at the registered office of the Company situated at Hyderabad (Telangana). The Agenda of the Board/Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met 8 (Eight) times during the financial year 2021-22 on the dates mentioned below and the maximum interval between two consecutive board meetings did not exceed 120 days.

S.No	Date of Board Meeting	No. Directors Entitled to attend the meeting	No. of Directors Attended the meeting
1.	01/04/2021	3	3
2.	30/06/2021	3	3
3.	14/08/2021	7	7
4.	09/09/2021	7	7
5.	05/10/2021	7	7
6.	08/11/2021	7	7
7.	15/11/2021	7	7
8.	18/01/2022	8	8
9.	28/02/2022	8	8

The Company has complied with all the requirements of the Secretarial Standard-1 in respect of the Board and the Committee Meetings.

EVALUATION BY INDEPENDENT DIRECTOR:

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive director. The same was discussed in the Board meeting at which the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

SEPARATE MEETINGS OF THE INDEPENDENT DIRECTORS:

In compliance with the provisions of the Act and Regulation 25 of Listing Regulations, a separate meeting of Independent Directors of the Company was held inter alia, to discuss the following:

a) To review and evaluate the performance of Non-Independent Directors and the Board and Committee as a whole;

b) To review and evaluate the performance of the Chairperson of the company, taking in account the views of the Executive and Non-Executive Directors;

c) To assess and evaluate the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Upon the conclusion of the meeting, the Independent Directors expressed their satisfaction over the performance of the other Directors and the Board and Committee as a whole. They also expressed their satisfaction over the quality, quantity and flow of information between the company management and the Board / Committees of the Board from time to time. The consolidated Evaluation Report of the Board, based on inputs received from the Directors was discussed at the meeting of the Board and the action areas identified in the process are being implemented to ensure a better interface at the Board / Management level.

OPINION OF BOARD OF DIRECTORS PERTAINING TO INDEPENDENT DIRECTORS OF THE COMPANY:

In the opinion of the Board of Directors of the Company the Non-Executive Independent directors on the Board of the Company are independent of the management and complies with criteria of Independent Director as submitted by them under Companies Act, 2013 and under Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Independent Directors does possess integrity, expertise and also have relevant experience which is necessary or suitable to be the Independent Directors of the Company.

(viii) Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

1. that in the preparation of the annual financial statements for the year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. that such accounting policies as mentioned in notes to accounts of the financial statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year ended on that date;

3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the annual financial statements have been prepared on a going concern basis;

5. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

6. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

(ix) Committees of the Board

During the year under review, the Board has the 4 (Four) Committees, as required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as follows:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders Relationship Committee

(d) Internal Complaint Committee on the Sexual Harassment of women at work place

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance" which forms part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of SEBI (LODR) Regulations 2015 the Company already has in place "Vigil Mechanism Policy" (Whistle Blower Policy) for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any financial statements and reports, etc.

The employees of the Company shall have the right/option to report their concern/grievance to the Chairman of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Company has disclosed the policy at the website of the Company.

The Audit Committee of the Company is also committed to ensure fraud-free work environment. It is convention of your Company to investigate complaints speedily, confidentially and in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always maintained.

During the financial year 2021-22, no cases under this mechanism were reported to the Company.

AUDITORS

(a) Statutory Auditors

Pursuant to the applicable provisions of the Companies Act, 2013, M/s P Murli & Co., Chartered Accountant (bearing F.R.N.007257S), Hyderabad were appointed as the Statutory Auditors of the Company to hold the office for a period of 5 (five) consecutive years from the conclusion of 41^st Annual General Meeting till the conclusion of 46^th Annual General Meeting of the Company to be held in year 2025. The Auditors have confirmed that they eligible to continue as the Auditors of the Company.

Statutory Auditors Report

Your directors takes pleasure in stating that no observation, qualification or any adverse remark has been made by the Auditors in their report which needs any further explanation by the Board. The Auditors Report is enclosed with the Financial Statement in this Annual Report.

(b) Internal Auditors

M/s Abhishek Kabra & Co., Chartered Accountants (bearing F.R.N:017123S), have been appointed to conduct internal audit of the functions and activities of the Company pursuant to Section 138 (1) of the Companies Act,2013 and applicable rules thereof.

(c) Cost Auditors

The Company has not appointed cost auditor during the financial year under review as your company is not required to maintain cost records as per the provisions of the Companies Act, 2013. The Company has not yet commenced its business operations since the overhauling of the plant is in progress.

(d) Secretarial Auditors and Report

M/s Surabhi Agrawal & Associates (bearing M.No.:56574; COP No.:23696), Practising Company Secretaries have been appointed to conduct the Secretarial Audit of the Company. Pursuant to the provisions of section 204 (1) of the Companies Act, 2013 the Secretarial Audit Report submitted by the Secretarial Auditors for the financial year ended March 31.2022 is annexed herewith as "Annexure A".

The said report does not contain any qualification, reservation or adverse remark.

(e) Disclosure of frauds against the Company:

There were no instances of reportable fraud to the Central Government covered under section 134(5)(e) of the Companies Act, 2013. Further that, the auditors have not found any fraud as required to be reported by them under section 143(12) to the Central Government during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since your Company is not having adequate profits (average net profits for the last three financial years), the provisions of section 135 of the Companies Act, 2013 and rules thereof are not applicable on the Company during the financial year under review. However, the Company is committed to build its CSR capabilities on a sustainable basis and undertake CSR activities as and when the opportunity arises.

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is not required to be given as the Company is not required to contribute towards CSR activities during the financial year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report as "Annexure B".

The Management Discussion and Analysis gives details of the overall industry structure, developments, performance and state of affairs of the Company, Internal controls and their adequacy, risk management systems and other material developments during the financial year.

CORPORATE GOVERNANCE

The Corporate Governance Report pursuant to Regulations 17 to 27, clauses (b) to (i) of Regulation 46 (2) and Para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as "Annexure C" and forms part of this Report.

MD & CFO CERTIFICATION

Certificate obtained from the Managing Director and Chief Financial Officer, pursuant to Regulation 17(8) of SEBI (LODR) Regulations, 2015 and for the year under review was placed before the Board at their meeting held on 2^nd December,2022

A copy of the certificate on the financial statements for the financial year ended March 31, 2022 is annexed along with this Report and marked as "Annexure D".

RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system to ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. Your Company has adequate internal controls for its business processes across departments to ensure efficient operations, compliance with internal policies, applicable laws and regulations, protection of resources and assets and appropriate reporting of financial transactions.

The Company has Internal Audit function which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements. It comprises of experienced professionals who conduct regular audits across the Companys functions. The Company has also appointed a firm of Chartered Accountants as Internal Auditors, who reviews the various functions of the Company thoroughly and report to the Audit Committee. The control mechanism and the process of testing of controls were discussed with the Statutory Auditors. The Statutory Auditors have submitted their report on the Internal Financial Controls which forms an integral part of this Report

The adequacy of the same has been reported by the Statutory Auditors of your Company in their report as required under the Companies (Auditors Report) Order, 2003. The Company has also appointed M/s. Abhishek Kabra & Co., Chartered Accountants, as Internal Auditor of the Company for the Financial Year 2021-22 to conduct internal audit of the functions and activities of the Company.

PROVISION OF VOTING BY ELECTRONIC MEANS AT THE ENSUING ANNUAL GENERAL MEETING

Your Company is providing E-voting facility pursuant to the provisions of section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The details regarding e-voting facility is provided as notes to the notice of the 43^rd Annual General Meeting of the Company.

ANNUAL RETURN

The Annual Return for the year ended March 31,2022 in Form MGT-7, as required to be filed with the Ministry of Corporate Affairs, shall be made available on the Companys website i.e. https://bheemacements.net

PARTICULARS OF LOANS, GUARANTEES OR SECURITIES OR INVESTMENTS

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or reenactment thereof for the time being in force), Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of Financial Statements provided in this Annual Report.

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION AND PARTICULARS OF EMPLOYEES.

Since your company is not paying any remuneration to any of the Director of the Company the disclosure pursuant to provision of section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required

Further, since the Company is not having any employees during the financial year under review the details of Top 10 employees is not provided.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the Financial Year were on an arms length basis and were in the ordinary course of business as part of Companys philosophy of adhering to highest ethical standards, transparency and accountability. These transactions are not likely to have any conflict with Companys interest.

All Transactions entered into with the related parties up to March 31, 2022 were placed before the Audit Committee and the Board for Approval. Also, prior omnibus approval of the Audit Committee was obtained for all such transactions for the Financial Year 2021-22. The transactions entered into pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions was placed before the Audit Committee for its review on a quarterly basis. The particulars of transactions between the Company and its related parties are set out at in the Notes to Accounts in the Financial Statement annexed with this report.

The particulars of contracts or arrangements with related parties as defined under Section 188 of the Companies Act, 2013 in the prescribed Form AOC-2 is annexed hereto and marked as "Annexure E" and forms part of this Report.

In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Act read with sub-rules 2 & 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, names and other particulars of the top ten employees in terms of remuneration drawn and the name of every employee who is in receipt of such remuneration stipulated in said Rules are required to be set out in a statement which has been uploaded on website. Further, the Report and the Financial Statement are being sent to the shareholders excluding the aforesaid statement. In term of Section 136 of the Act, the said statement is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office.

DETAILS OF PENDING PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG-WITH THEIR STATUS AS THE END OF THE FINANCIAL YEAR:

The Resolution Plan approved by the Honble NCLT vide Order dated 11^th February 2022 is under implementation and the Honble NCLT has granted extension of 6 months for completing the implementation of the plan. Other details forms part of this report.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON THEREOF:

The said clause is not applicable during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

Except as mentioned elsewhere in the report, there are no material changes and commitments affecting position between the end of the financial year and date of the report;

LEGAL AND REGULATORY:

Compliance with laws and regulations is an essential part of your Companys business philosophy. We are subject to laws and regulations in diverse areas as trademarks, copyright, patents, competition, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes.

Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple authorities regulating same areas lead to complexity in compliance. We closely monitor and review our practices to ensure that we remain complaint with relevant laws and legal obligations.

The Company is following up with the regulatory and statutory authorities to arrange all the license and approvals required for recommencement of the plant as per various rules and regulations applicable to the Company.

SYSTEM AND INFORMATION:

Your Companys operations are increasingly dependent on IT systems and the management of information. Increasing digital interactions with customers, suppliers and consumers place even greater emphasis on the need for secure and reliable IT systems and infrastructure, and careful management of the information that is in our possession.

The cyber-attack threat of un-authorised access and misuse of sensitive information or disruption to operations continues to increase. To reduce the impact of external cyber-attacks impacting our business, we have firewalls and threat monitoring systems in place, complete with immediate response capabilities to mitigate identified threats. Our employees are trained to understand these requirements.

SECRETARIAL STANDARDS OF ICSI:

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in the "Annexure-F" forming part of this Report.

INDUSTRY BASED DISCLOSURE

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has in place internal complaints committee as required. During the financial year ended March 31^st 2022, the Company has not received any Complaints pertaining to Sexual Harassment.

GREEN INITIATIVE BY MCA ON CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs ("MCA") has taken a green initiative in corporate governance by allowing paperless compliance by the companies and permitted the service of annual reports and documents to the shareholders through electronic mode subject to certain conditions and the company continues to send annual report and other communications in electronic mode to the members having email addresses and for the members who have not registered their email addresses, physical copies are sent through the permitted mode.

We encourage shareholders to receive their copy of the annual report through electronic mode. This will also contribute to saving costs and reduce our use of natural resources.

CAUTIONARY STATEMENT:

Statements in the Boards Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include input costs, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

APPRECIATION / ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation and express their gratitude for the contribution made by the employees at all levels but for whose hard work, and support, your Companys achievements would not have been possible. The Board takes this opportunity to express its gratitude for the valuable assistance and cooperation extended by Government Authorities, Banks, Corporate Debt Restructuring (CDR) Cell, Financial Institutions, Vendors, Customers, Advisors and other business partners.