Finolex Cables Ltd Directors Report.

To the Members,

Your Board of Directors have pleasure in presenting the 53rd Annual Report and Audited Accounts of the Company for the Financial Year ended March 31, 2021.

Financial Results

The summarized financial results for the year are as under:

(Rs. in Crores)

STANDALONE

CONSOLIDATED

2020-21 2019-20] 2020-21 2019-20
INCOME
Revenue From Operations (Net) 2,768.1 2,877.3 2,768.1 2,877.3
Other Income 77.0 171.9 77.0 91.5
Total 2,845.1 3,049.2 2,845.1 2,968.8
EXPENDITURE
Material Costs 2,051.4 2,083.4 2,051.4 2,083.4
Employee Benefit Expenses 137.9 149.5 137.9 149.5
Finance Costs 0.8 1.6 0.8 1.6
Depreciation, Amortization and impairment 39.0 38.9 39.0 38.9
Other Expenses 224.0 274.5 208.6 261.0
Total 2,453.0 2,547.9 2,437.7 2,534.4
Profit Before share of Net Profit of Investments accounted for using equity method and tax 392.1 501.3 407.5 434.4
Share of Net Profits of an Associate and Joint Ventures accounted for using equity Method - 223.4 77.6
Profit Before Tax 392.1 501.3 630.9 512.0
Tax Expenses:
Current Tax 112.6 123.2 112.6 123.2
Deferred Tax (3.4) (24.4) 56.8 (2.2)
Total Tax 109.2 98.8 169.4 121.0
Profit After Tax 282.9 402.5 461.5 391
Total Other Comprehensive Income/(Expenses) for the year 33.3 (40.6) 33.5 (41.4)
Total Comprehensive Income for the year 316.2 361.9 494.9 349.6

Global Economic Scenario

The year 2020 has been marked in the history of the world as the year of the Covid-19 pandemic, also marked by many as the Crisis of the Century. A time when saving human lives became the principal agenda of the world. The global economy which was already facing challenges with the trade situations between US-China, Britain-EU and the struggling African, Asian and Latin American economies, went into an economic depression with the widespread pandemic and the steps/measures taken world-wide to contain the virus. Complete lockdowns and subsequent partial lock-downs brought economic activities to a halt resulting in the global world output contracting by a staggering 3.3% of which approximately 4.7% contraction witnessed by the Advanced Economies against a 2.2% contraction witnessed by the Emerging Markets and Developing Economies.

Economies world-over slowly opened up after June 2020 and were boosted by various financial packages, stimuli and policy support measures, which resulted in increased demand and consumption, paving ways for economic recoveries. Based on such economic recoveries and vaccine drives in major advanced economies, the global world output is projected to recover and grow at 6% in 2021 and 4.4% in 2022. These projections and strength of recoveries, however, remain highly uncertain, with the changing phases of the pandemic that has been witnessing widespread surges across various nations with new virus variants, and the challenges faced by such nations with effectiveness of policy support, stress on medical infrastructure and execution of vaccine drives.

Industrial production and merchandise trade volumes have returned to pre-pandemic levels even as the services sector remains under stress with slower demand. Financial markets across the world have witnessed recoveries and growth which continue to be in discord with real economic conditions. Commodity prices including metal and oil prices continue to rise and are projected to accelerate strongly in 2021. (Source: IMF World Economic Outlook, April 2021)

Indian Economic Scenario

India suffered huge economic consequences after the country imposed one of the tightest lockdowns in the world with complete closure of economic activity for the months of April and May 2020. The Indian economy contracted by a staggering 8% during 2020-21 with widespread disruptions witnessed across all sectors. Manufacturing, construction, hospitality and real-estate sectors were the hardest hit, even as the services sector shifted completely to the work from home culture, thereby floating during the closure.

This period witnessed an exodus of millions of migrant workers from industrial and urban areas to their villages which later resulted in the industrial challenge of unavailability of unskilled and/or cheap labor, thereby affecting the cost structures of most industries. The country started opening up its economic activity from June 2020 in a phased manner. The agricultural sector, which had been able to successfully support the mammoth population of country continued to be the silver lining as other sectors started picking up activities.

Policy decisions implemented by the Government along-with the declaration of Rs.20 lakh crore stimulus package in the form of Atmanirbhar Bharat, the details of which have been included under the MD&A forming part of this report. To summarize, the initiative focused on infrastructure spending and boosting consumption, thereby paving way for economic recovery. The package specifically focused on empowering various sectors including the MSME sector which had been struggling with liquidity, NBFCs and HFCs, power distribution companies, migrant labors with the one nation one ration card scheme, credit facilities to street vendors, Kisan Credit Cards to farmers, fishermen and animal husbandry providing credit at concessional rates, farmers product logistics including cold chains and post-harvest management. This along-with earlier schemes such as Bharat Net, Digital India, Make in India, Smart Cities project, Economic corridors, Pradhan Mantri Awas Yojana (PMAY) focus on thorough economic revival.

In the following quarters, while the government focused on sustaining the medical activities, strong demand from the economy resulted in brisk recoveries for industrial, manufacturing, services, financial sectors and the financial markets with the benchmark BSE and NSE indices reaching life-time highs. The country has been experiencing a massive second wave of the pandemic even as vaccination drive remains at an infant stage and majority of the States are getting into complete/partial lockdowns once again to contain the second wave. Although the uncertainties around Indias economic performance remain prevalent, the Indian economy is expected to perform well with the IMF-World Economic Outlook projecting a 12.5% growth for 2021, whereas the PIB GOI Economic Survey of India pegging the same at around 11%.

Performance of the Company

The year 2020-21 posed consistent challenges throughout fiscal. With the declaration of the lockdown, the operations of the Company, like all its counterparts, were closed for almost two months. During this period, the Company paid full salaries to all its employees. Employees were encouraged to work from home to manage back-office operations. The Company management and function heads during this time, planned the strategies for post-lockdown time which helped the Company get back on track with the operations immediately after the opening of the lockdown. Revenue started picking up as the economic cycle moved and the Company posted modest results for the first two quarters despite the hard challenges. During the subsequent quarters, the Company posted decent recoveries riding on its strong balance sheet position, and cost efficient model.

Total Income

Revenue achieved during the current year was Rs.2,768.1 Crores as against Rs. 2,877.3 Crores in the previous year resulting in a 3.8% de-growth. The contraction was witnessed across major product segments, with Electrical Cables registering 2.2% and Communication Cables registering 21.4% contraction. Consumer Products segment however, achieved a 27.4% year-on-year growth. Total Income for the year stood at Rs. 2,845.1 Crores as against Rs. 3,049.2 Crores in the previous year.

Profit After Tax was recorded at Rs. 282.9 Crores as against Rs.402.5 Crores during the previous, resulting i n a contraction of 29.7%. Although the sales values achieved were only marginally lower than the previous year, volumes recorded were even lower. The lower volumes were compensated by increase in the selling prices as a consequence of increasing commodity/raw material prices experienced throughout the year. Other Income saw a significant decrease with negligible dividend income during the year as against Rs. 80 Crores received in the previous year on account of an associate declaring regular and interim dividend during the previous year. This was on account of many companies declaring interim dividends during FY 2019-20 owing to the change in the taxability of dividends declared which would later be taxable in the hands of the recipients.

Electrical Cables segment which contributes approximately 83% of the Companys total revenue, caters to the Real Estate market and therefore the segments performance depends on the performance of the Real Estate sector. The Real estate sector which had started recovering after setbacks from demonetization, GST, RERA and the NBFC crisis, went into a limbo during the lockdown. Although the last quarter showed signs of revival, uncertainties surrounding the economy hampered declaration of newer projects. While the completed residential projects experienced sluggish net absorption with uncertainties in the job market, the commercial space market showed major disruptions with existing commercial spaces viz, office spaces used by the services/IT & ITES sectors, hospitality sector, education sector and shopping malls/retail sector experiencing low to negligible footfall, thereby posting negligible demand. This scenario however is expected to be of temporary nature and the real estate sector is expected to bounce back in the following years. (Source: JLL India Real Estate outlook 2021)

The Management Discussion and Analysis (MDA), forming part of this Report in Annexure A - I, inter-alia, deals adequately with the operations as well as the current and future outlook of the Company.

The SEBI LODR COVID 19 report, forming part of this Report in Annexure A - II, inter-alia, deals with the impact of COVID 19 on the operations of the Company and the short-term future outlook.

Exports:

The global economic activity remained under stress and the Companys exports which although grew by 20.2% year-on-year, stood at a modest Rs. 30.9 Crores as against Rs. 25.7 Crores during the previous year.

Finance

The short term debt programs of your Company continue to be rated by CRISIL. Since the last few years, these have been accorded the highest ratings that CRISIL issues (A1+). CRISIL has also rated the AA+ stable rating for the Companys long term debt offerings. During the year, no debt papers were issued. As on the date of this report, your Company continues to remain debt free.

Financial costs have been contained to the minimum required levels. The Company continues to meet all its financial commitments in a timely manner.

Dividend

Based on the Companys performance, the Directors are pleased to recommend a Dividend of Rs.5.5per equity share i.e.275 % of the face value of Rs. 2 each, for approval of the members at the ensuing Annual General Meeting. The total dividend outgo would involve a cash outflow of Rs. 84.1 Crores.

As required by the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, the Company has formulated and adopted a dividend distribution policy which is available on the Companys website www.finolex.com

Transfer to Reserves

The Company has not transferred any amount to the reserves during the current financial year.

Fixed Deposits

During the year under review, the Company has not accepted any deposit covered under Chapter V of the Companies Act, 2013.

Change in Nature of Business

There has been no change in the nature of business of the Company during the year under review.

New Products and Expansion

Conduit Pipe

The Company has added Conduits & fittings to its repertoire. The Conduits are manufactured at its state of the art GOA plant from specially formulated PVC to meet the most stringent Indian & International Standards. These are made of high impact resistance materials which make them safe to use across varied environmental conditions. High-quality product manufactured using the latest equipment along with a robust distribution network works in favor of this project.

Others

The Company has committed a capex of Rs. 200 crores over the year for enhancing the manufacturing capabilities at Urse, Pune and Verna, Goa. This capex is directed towards enhancing production capabilities to meet the requirements of the Solar Power Industry and the Automotive Industry, bringing in-house certain value additions which were outsourced earlier and further expansion of the Optic Fiber line.

Joint Ventures, Subsidiaries and Associates

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules 2014, the statement containing salient features of the financial statements of the Companys Joint Ventures/Associates (in form AOC-1) is attached to this Report as Annexure G.

The Company does not have any investments in subsidiaries.

Corning Finolex Optical Fibre Private Limited

The optical fiber market has been flourishing, especially with the Governments initiatives like Bharat Net and Digital India. This along-with the rapidly increasing demand for high-quality video, audio and data transmissions have been directly influencing the growth of optical fiber cable market. Furthermore, the rising demand for the internet and increasing need for fiber to the X - FTTX are also acting as an active growth driver towards the growth of the optical fiber cable market. Moreover, the high adoption of the technology in IT and telecommunication and administrative sector is creating a huge demand for optical fiber cable as well as lifting the growth of the optical fiber cable market. The optical fiber cable market size is valued at USD 11,778.88 million by 2028 and is expected to grow at a compound annual growth rate of 12.14% during the period.

Likewise, the rising telecommunication industry in the emerging economies along with rising government funding in infrastructure and increasing demand for high bandwidth communication will further cater ample new opportunities that will lead to the growth of the optical fiber cable market in the above mentioned forecasted period (Source : Databridge market research)

Revenue achieved by the JV during FY 2020-21 was Rs. 160 Crores as against Rs. 150.0 Crores in the previous year. With prices being extremely low, net loss after taxes. Also, Rs. 0.24 Crores against a net loss after taxes Rs. 0.30 Crores during the previous period.

The Companys total equity participation in the JV at the end of 2020-21 stood unchanged at Rs.1.75 Crores.

Finolex J-Power Systems Limited

The Government has been vocal and visual with its progressive outlook towards the infrastructure development initiatives such as smart cities, economic corridors, logistics park, housing projects, metros etc., and power infrastructure plays an imminent role in such development. With the increasing number of tenders for High Voltage (HV) and Extra High Voltage (EHV) power transmission lines, the JV foresees great potential for growth.

Although, owing to the pandemic, the Government, utilities and SPVs floated lesser tenders, during the year, the JV successfully applied for Kanpur Metro & IRCON projects, TORRENT, UPPTCL tenders, orders and successfully bagged orders in few cases making it an important player in the HV and EHV power transmission business in the country.

Based on its performance and outreach, it is expected that the JV can break even as well as become profitable going forward; however, would need financial support through Equity infusion until then. Considering this, your Company had infused Equity worth Rs. 24.5 Crores in the JV during the year, taking the Companys total 49% participation in the JV to Rs. 220.5 Crores at the end of FY 2020-21. The JVs long term potential and outlook indeed seem strong, but in the short term, it has been facing net-worth erosion and therefore your Company has recognized a diminution in the value of its investment of Rs. 27.0 Crores during the year under review. The Company however expects that the JV will be turning cash positive in the next few years.

In order to facilitate availing of finance facilities it was thought advisable to change the status of the JV from Private Limited to Public Limited. Accordingly, pursuant to approval of the Board and the members at its last AGM, the status of the JV has been changed effective from 20th July, 2021 to Public limited company and a fresh certificate of incorporation has been received by the JV from Registrar of Companies, Pune.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure F to this Report.

In terms of provisions of Section 197(12) of Companies Act, 2013 read with Rules 5(2) & 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 set out in the said rules are provided in the Annexure F to this Report.

Key Managerial Personnel

The following persons continued as Key Managerial Personnel as on the date of this Report.

Name Designation
Mr. D K Chhabria Executive Chairman
Mr. Sunil Upmanyu Executive Director - Operations
Mr. Mahesh Viswanathan Chief Financial Officer
Mr. R G DSilva Company Secretary & President (Legal)

Human Resources

The COVID 19 pandemic has turned out to be once in a century catastrophe and the Company stands committed to the safety and security of its employees. The Company quickly shifted to work-from-home culture during lockdowns that ensued and once open, catered for safest workplaces and stricter procedures and processes at the work-places-Offices, Plants, Branches or Depots. The company continues with its four-pronged COVID 19 strategy viz., Screening and Monitoring Prevention and Awareness Disinfection and Sanitization Social Distancing.

The Company with its benchmarked business practices takes immense pride to state that none of its employees were laid-off during the COVID 19 pandemic as at the date of this report.

The Company engaged approximately 1649 and 1762 permanent employees as at 31st March, 2021 and 2020, respectively. The number of flexible (contractual, trainee and temporary) employees as at 31st March, 2021 was 1391.

Corporate Governance

The Company has always and responsibly followed the corporate governance guidelines and best practices endeavored. As a responsibility and service to all its shareholders, the Company promptly discloses timely and accurate information regarding its operations and performance, as well as the leadership and governance of the Company. Your Company is in full compliance with the Corporate Governance guidelines as set out in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") and is committed to good corporate governance. Accordingly, all Directors and Senior Management employees confirm in writing their adherence to the Companys Code of Conduct.

A separate report on Corporate Governance (Annexure B) is provided together with a Certificate from the Statutory/ Secretarial Auditors of the Company regarding compliance with conditions of Corporate Governance as Annexure C, as mandated under SEBI LODR Regulations, 2015. There are no qualifications, reservations or adverse remarks or disclaimers made by the auditor in his report. A Certificate of the Chief Executive Officer and Chief Financial Officer of the Company in terms of Regulation 17(8), Part B Schedule II of SEBI LODR Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee is also annexed.

Corporate Social Responsibility

Your Company strives to provide best products and services not only to its customers, employees and shareholders, but also to the whole society as a whole. Your Company commits itself to utmost care and help for sections of the society in need of such a hand and this is visible through the CSR initiatives undertaken by the Company.

During 2020-21, The Company undertook the following

CSR activities:

• Donation to PHD Fellowship Programm , COEP, Pune

• Donation to Maharaja Jagat Singh Medical Relief Society

• Donation to Sakal Releif Fund

• Free Distribution of Artificial Limbs through Sadhu

Vaswani Mission

• Advance Cardiac Ambulance & Mobile distribution

• Project for helping Diabetic and needy Children

• Mobile Health Clinic to Pawana Hospital, Urse

• Others

Annexure I - Annual Report on CSR, forming part of this Report, inter-alia, provides the details of all CSR activities undertaken during the year under review and other related information.

Directors

1. The current Board of Directors of the Company comprises 6 (Six) directors, of which 3 (Three) directors are Additional Directors appointed as Independent Directors, 2 (Two) directors are Additional Directors appointed as non-independent directors, and 1 (One) director is the Executive Chairman of the Company. In terms of Section 152 of Companies Act, 2013 ("the Act") read with Articles of Association of the Company ("AoA"), Independent Directors and Directors who are appointed as Chairman, Executive Chairman or Managing Director of the Company are not liable to retire by rotation. Further, the offices of Additional Directors appointed by the Board of Directors are valid upto this AGM, and their appointment as Directors is subject to the approval of members of the Company in this AGM. Therefore, there is no director who is liable to retire by rotation in this AGM.

2. Hence, the following Directors on the Board of Directors of the Company (the "Board") namely: Mr Sunil Upmanyu, Executive Director - Operations, Mr Padmanabh R Barpande, Independent Director, Mr Avinash S Khare, Independent Director, Mrs Firoza F Kapadia, Independent Women Director and Mr Prasad M Deshpande, Non Independent

Non-Executive Director hold office with effect from 30th September, 2020 upto the date of the ensuing Annual General Meeting of the Company (29th Sept, 2021). The respective resolutions proposing the appointment of each of these five Directors has, pursuant to the recommendation of the Nomination and Remuneration Committee been duly approved and recommended by the Board for consideration and approval of the Members at ensuing Annual General Meeting and is included in the Notice at Item Nos. 3 to 10 therein".

The requisite details regarding their re-appointment are set out in the Notice for the ensuing Annual General Meeting.

Compliance Under the Companies Act, 2013

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules of 2014, your Company complied with the requirements. The details of such compliances are enumerated below:

Web link to the Annual Return: The Annual Return of the Company is available at the Companys website at www.Rnolex.com

Number of meetings of the Board: The Board met on Seven (7) occasions during the year. The details of the meetings are furnished in the Report on Corporate Governance which is attached as Annexure B to this Report.

Directors Responsibility Statement:

Pursuant to Sections 134(3)(c) and 134(5) of the Companies Act, 2013, (the "Act"), the Directors, to the best of their knowledge and belief and according to the information and explanations provided to them, confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

- the Directors have 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

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

- the Directors have prepared the annual accounts on a going concern basis;

- the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

- the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Remuneration and Nomination Policy:

The Board of Directors has framed the policy which lays down a framework in relation to Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Executives of the Company including the criteria for determining qualifications, selection and appointment. Further details are provided in the Corporate Governance Report which is attached as Annexure B to this Report.

• Board Evaluation: Pursuant to the relevant provisions of Companies Act, 2013, the Independent Directors at their meeting dated 12th March, 2021 without the participation of the non-independent directors and Management, considered and evaluated the Boards performance, performance of the Chairman and other non-independent directors. The evaluation was performed taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The Board of Directors expressed its satisfaction with the evaluation process.

Particulars of loans, guarantees or investments under section 186 of The Companies Act, 2013:

During the year, an equity investment of Rs. 24.5 Crores in the Companys JV - M/s Finolex J-Power Systems Limited.

Contracts or arrangements with related parties:

All transactions entered into by the Company with related parties were in the ordinary course of business and on an arms length basis. Each of these transactions was reviewed by the Audit Committee prior to being entered into and where necessary, was approved by the Board of Directors and the Members. In respect of transactions of a repetitive nature, an omnibus approval was obtained from the Audit Committee and Members where necessary. At every quarterly meeting, the Audit Committee reviews the transactions that were entered into during the immediately preceding period. Details of related party transactions have been disclosed under Note 35 to the financial statements. Details of the same are also reproduced in Form AOC 2 which is attached as Annexure H to this Report. The Companys Policy on transactions with related parties as approved by the Board is also available on the website of the Company at www.finolex.com.

Material changes and commitments affecting the financial position of the Company which have occurred between 31st March, 2021 and (date of this report):

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (31st March, 2021) and date of this Report (29th June, 2021)

Significant and material orders passed by the regulators or Court or Tribunals impacting the going concern status of the Company:

There are no significant and material orders passed by the Regulators or Courts or T ribunals that would impact the going concern status of the Company or the Companys operations in the future.

Adequacy of Internal Financial Controls with reference to the Financial Statements:

Having regard to Rule 8 (5) (viii) of the Companies (Accounts) Rules, 2014, the details in respect of adequacy of internal financial controls with reference to the financial statements of the Company are as follows:

Your Company maintains appropriate systems of internal control including monitoring procedures. These internal control systems ensure reliable and accurate financial reporting, safeguarding of assets, keeping constant check on cost structure and adhering to management policies. The internal controls are commensurate with the size, scale and complexity of the Companys operations and facilitate timely detection of any irregularities and early remedial steps against factors such as loss from unauthorized use and disposition. Company policies, guidelines and procedures provide for adequate checks and balances which are meant to ensure that all transactions are authorized, recorded and reported correctly. The internal controls are continuously assessed and improved/modified to meet changes in business conditions, statutory and accounting requirements

Constant monitoring of the effectiveness of controls is ensured by periodical audits performed by an in-house internal audit team as well as assignments entrusted to M/S Ernst & Young. Both these teams in their respective assignments, test and review controls, challenge business processes for their robustness and benchmark practices in line with industry norms.

• The Audit Committee regularly meets and reviews the results of the various internal control audits both with the Auditors (Internal and Statutory) as well as with the respective Auditees. The Audit Committee is apprised of the findings as well as the corrective actions that are taken. Periodical meetings between the Audit Committee and the Company Management also ensure the necessary checks and balances that may need to be built into the control system. The statutory auditors in the Annexure A - I to the Independent Auditors Report comment on the internal financial controls of the Company. The auditors have issued a clean report for the current year.

Risk Management Policy:

Your Company has set up a Risk Management Committee of the Board of Directors which comprises Mr. P R Barpande, Mr. D. K.Chhabria, Mr. Mahesh Viswanathan, Mrs. Firoza Kapadia and Mr. Sunil Upmanyu. More details of the risks faced by the Company are available in the Management Discussion and Analysis (MDA), attached as Annexure A - I to this Report.

Vigil Mechanism/Whistle Blower Policy:

As required under Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Boards and its Powers) 2014 and Regulation 22 of the SEBI LODR Regulations, the Company has adopted a policy on vigil mechanism/whistle blower. The policy provides direct access to the Chairman of the Audit Committee in case any employee should choose to report or bring up a complaint. Your Company affirms that no one has been denied access to the Chairman of the Audit Committee and also that no complaints were received during the year. Brief details about the policy are provided in the Corporate Governance Report which is attached as Annexure B to this Report. Also, the policy is available at the Companys website at www.finolex.com.

Prevention of Sexual Harassment Policy:

The Company has in place a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaints were received. The requisite Annual Return for calendar year 31st December, 2020 showing Nil complaints received has been filed with the prescribed Authority with the time permissible for the same.

Auditors

M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.117366W/W100018), Auditors of the Company, hold office until conclusion of the Fifty-Fourth Annual General Meeting of the Company to be held in the financial year 2022-23, provided that they continue to remain eligible to continue as Auditors of the Company. As required under the provisions of Section 139 and Section 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014, the said Auditors have confirmed their eligibility to continue to act as Auditor of the Company.

The Audit Committee and the Board of Directors have noted the aforesaid.

Cost Audit

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) rules of 2014 as amended from time to time, your Company has been carrying out an audit of cost records every year. At the previous Annual General Meeting, the members had approved the appointment of M/S Joshi Apte& Associates as Cost Auditors, for the financial year 2020-21, at a remuneration of Rs. 5.5 lakh plus GST, as applicable, and reimbursement of out of pocket expenses. Their work will commence shortly and their report would be filed with MCA on or before the due date.

The Cost Audit Report for the financial year 2019-20 was filed prior to its due date.

Secretarial Audit

In accordance with the provisions of Section 204 of the Companies Act, 2013, and the Rules made there under, M/s Jog Limaye & Associates, a firm of Company Secretaries in practice, was appointed by Board to conduct the Secretarial Audit of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditor in his report. Their Report is attached as Annexure D to this report.

Secretarial Standards

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1st October, 2017. Your Company is in compliance with the said secretarial standards.

Listing of Securities

Your Companys equity shares are listed on the two premier stock exchanges of the country namely BSE Limited and National Stock Exchange of India Limited. Your Company had issued Global Depository Receipts which are listed on the Luxembourg Stock Exchange. Your Company has not issued any Non-Convertible Debentures ("NCDs") in financial year 2020-21 and no NCDs were outstanding as on 31st March , 2021.

Energy, Technology and Foreign Exchange

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this Report as Annexure E.

Investor Education And Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend which are not subject to any legal restraints and have has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year, there are no shares liable to be transferred to the IEPF Authority against 3,07,205 shares in previous year on which dividends were unclaimed for seven consecutive years as per the requirements of the IEPF Rules. The members who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting an online application in web Form No. I EPF-5 available on the website www. iepf.gov.in and sending a physical copy of the same, duly signed to the Company, along with requisite documents enumerated in the Form No.EPF-5. In any case no claims shall lie against the Company in respect of the dividend/shares so transferred.

Cautionary Statement

Statements in this Boards Report and Annexure may contain forward Looking statements within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied. Various factors including commodity prices, cyclical demand, changes in Government regulations, tax laws, general economic development could all have a bearing on the Companys operations and would impact eventual results.

Acknowledgements

The Companys Directors are grateful to the Central and State Governments, Statutory Authorities, Local Bodies, Banks and Financial institutions for their continued support and cooperation. Your Directors warmly acknowledge the trust and confidence reposed in your Company by its channel partners, dealers, customers and construction organizations in supporting its business activities and growth. Your Directors express their gratitude to the other business associates for their unstinting support. Your Directors value the commitment and contribution of the employees towards the Company. Last but not the least, your Directors are thankful to the Members for extending their constant trust and for the confidence shown in the Company.

For and on behalf of the Board of Directors
Place: Pune D.K. Chhabria
Date: August 12, 2021 Executive Chairman