Gayatri Highways Ltd Directors Report.

To

The Members,

Your Board of Directors (the "Board") have immense pleasure in presenting the 14th Annual Report of Gayatri Highways Limited (the "GHL" or "Company").The Boards Report is prepared based on the audited standalone financial statements of the Company for the Financial Year ended 31st March, 2020.The audited consolidated financial statements of the Company shall form part of this report.

1. FINANCIAL SUMMARY:

A) STANDALONE

The standalone financial results of your company for the year ended 31st March 2020 are as follows:

Sl. No. Particulars For the year ended 31.03.2020 (Rs.) For the year ended 31.03.2019 (Rs.)
(in actual) (in actual)
1) INCOME
Revenue from operations 4,63,53,020 15,04,23,716
Other income 8,86,39,931 10,57,50,563
TOTAL 13,49,92,951 25,61,74,279
2) EXPENDITURE
Operations & Maintenance Expenses 1,27,32,640 10,89,50,777
Employee Benefits Expense 35,000 -
Finance Costs 31,77,04,538 34,42,67,073
Depreciation & Amortization expense 3,21,306 1,04,036
Other Expenses 53,52,540 41,51,530
TOTAL 33,61,46,024 45,74,73,416
3) Loss before tax from continuing operations (20,11,53,073) (20,12,99,137)
- Current Tax
4) Loss for the year (20,11,53,073) (20,12,99,137)
Earnings (Loss) per Share – Basic & Diluted (0.84) (0.84)

B) CONSOLIDATED

The consolidated financial results of your company for the year ended 31st March 2020 are as follows:

Sl. No. Particulars For the year ended 31.03.2020 (Rs.) For the year ended 31.03.2019 (Rs.)
(in actual) (in actual)
1) INCOME
Revenue from operations 69,50,89,298 74,70,81,465
Other income 7,58,23,452 9,01,77,242
TOTAL 77,09,12,750 83,72,58,707
2) EXPENDITURE
Operations & Maintenance Expenses 14,09,46,056 20,09,03,167
Employee Benefits Expense 1,98,60,321 1,87,79,774
Finance Costs 131,23,35,987 129,03,02,639
Depreciation & Amortization expense 17,58,94,042 9,59,31,180
Other Expenses 3,62,10,055 3,14,08,530
TOTAL 168,52,46,461 163,73,25,290
3) Loss before tax from continuing operations (91,43,33,711) (80,00,66,583)
- Current Tax - -
Loss for the year from continuing operations (91,43,33,711) (80,00,66,583)
Loss before tax from discontinued operations (167,68,46,610) (179,82,73,618)
- Current Tax - -
Loss for the year from discontinued operations (167,68,46,610) (179,82,73,618)
4) Loss for the year (259,11,80,321) (259,83,40,201)
Other comprehensive income-
Re-measurement of the defined benefit plans 1,77,644 (1,40,216)
Share of profits/ (losses) in the
Jointly controlled entities (22,15,76,293) (27,50,11,310)
5) Total comprehensive loss for the year (281,25,78,970) (287,34,91,727)
Earnings (Loss) per Share – Basic & Diluted (11.74) (11.99)

STATE OF COMPANYS AFFAIR :

During the year, the Company achieved revenue of Rs.13.50 Crores and net loss of Rs.20.12 Crores on a Standalone basis and the Consolidated revenue was Rs.77.09 Crores for continuing operations and total net loss after non controlling interests was Rs. 281.26 Crores. Further the Company is exploring new opportunities.

THE YEAR IN RETROSPECT

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited with effect from 28th June, 2018 and are open for trading.

COMPANIES VIEW ON COVID-19

The entire world is collectively entangled in fighting the Coronavirus/ COVID-19 pandemic, businesses are facing several financial and physical hardships due to the mandatory government lockdowns. With there being no visibility regarding the duration of the lockdown coupled with the fact that no known cure or vaccine is available to fight the pandemic, everyone is left with great deal of uncertainty and anticipation over the new normal.

In the last month of FY 2019-20, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. Our company has taken enough measures for the safety of employees and on minimizing disruption of services.

Due to COVID-19 pandemic, there is no impact on operational revenue in the FY 2019-20. However due to shortfall of toll revenues of SPVs, there might be impact on returns from Investments in SPVs.

With respect to the Annuity projects, the subsidiaries and jointly controlled entities, Gayatri Jhansi Roadways limited, Gayatri Lalitpur Roadways limited, Hyderabad Expressways Limited and Cyberabad Expressways Limited have no impact due to COVID-19 pandemic during the year, as all the annuities were received and have no effect on the operations and performance of the entities.

With respect to wholly owned subsidiary Sai MaatariniTollways Limited, due to COVID-19, the process of conciliation with NHAI is being delayed and the release of Termination Payment by NHAI is also delayed. With respect to subsidiary Indore DewasTollways limited and Jointly controlled entity HKR Roadways Limited, due to COVID-19, the voluntary public curfew observed on 22nd March 2020, followed by the nationwide lockdown from 25th March 2020, the Toll collections was drastically reduced from 22nd March 2020 up to 27th March 2020. With effect from 28th March 2020, the Toll Collection was suspended by the Govt of India up to 19th April 2020. However the entities are expected to reach the projected toll revenue for the FY 2020-21.

FUTURE OUTLOOK

The Government of India is taking every possible initiative to boost the infrastructure sector. The sector is highly responsible for propelling Indias overall development and enjoys intense focus from the Government. The present Projects and the opportunities in the Indian infrastructure sector provides good visibility towards a sustainable and profitable growth going forward.

Infrastructure sector is a key driver for the Indian economy. The sector is highly responsible for propelling Indias overall development and enjoys intense focus from Government for initiating policies that would ensure time-bound creation of world class infrastructure in the country. Infrastructure sector includes power, bridges, dams, roads and urban infrastructure development.

The traction that the countrys infrastructure development has seen in the last few years will, to our minds, continue in the future. Retail (CPI) inflation, projected by the RBI to remain below 4% up to end-2020, should facilitate a soft monetary policy in FY2021. Additionally, the decisive market interventions of the central bank, the recent recapitalization of public sector banks and the ongoing resolution of chronic stressed asset cases through IBC give us reason for a broadly positive outlook.

Your company is steadfast in adopting modern technologies for better execution and improving the margins going forward.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business in your Company during the year under review.

EXTRACT OF ANNUAL RETURN

The Extractof Annual Return in Form No.MGT.-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 is attached to this Boards Report as Annexure-I.

The Annual Return is also available on the website of the company and can be accessed at http://www.gayatrihighways.com/annual-report.html

BOARD MEETINGS

During the year ended 31st March, 2020, Four Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The dates on which the Board meetings were held are 27th May, 2019, 13th August, 2019, 13th November, 2019, and 14th February, 2020.

Attendance of Directors at the meetings:

The details of the attendance of the Directors at the Board meetings held during the year ended 31st March, 2020.

Name of the Director Number of Board Meetings
Held Attended
Mr. M.V. Narasimha Rao 4 4
Mr. G. Jagannadha Rao 4 3
Ms. P. Laxmi 4 4

AUDIT COMMITTEE

The Audit Committee consists of the following Directors:

Mr. M.V. Narasimha Rao - Chairman
Mr. G. Jagannadha Rao - Member
Ms. P. Laxmi - Member

During the financial year ended 31st March, 2020, Four 4 meetings were held by the Audit Committee on 27th May, 2019, 13th August, 2019, 13th November, 2019 and 14th February, 2020.

There has been no such incidence where the Board has not accepted the recommendation of the Audit Committee during the year under review.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Company has a Nomination, Remuneration and Evaluation Policy in place and is made available on Companys website, and can be accessed at:

http://www.gayatrihighways.com/corporate-governance.html

The Nomination and Remuneration Committee discusses and decides the appointment of the Board of Directors and Key Managerial Personnel and their remuneration including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Act.

The Committee is headed by Mr. G. Jagannadha Rao as Chairman and Mr. M.V. Narasimha Rao and Ms. P. Laxmi as members of the Committee.

During the financial year ended 31st March, 2020, One meeting was held by the Nomination and Remuneration Committee on 14th February, 2020.

The Nomination, Remuneration & Evaluation Policy is annexed as Annexure-II.

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:

a. that in the preparation of the annual accounts for the year ended 31st March, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

b. that such accounting policies were selected and applied them consistently and judgement 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 for the financial year ended 31st March, 2020 and of the profit of the Company for the year ended on that date;

c. 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;

d. that the annual accounts have been prepared on a going concern basis;

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

f. that directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such system were adequate and operating effectively.

BUSINESS RESPONSIBILITY REPORT

Pursuant to the Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility Report is NOT APPLICABLE.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Krishnamurthy Chaturvedi was appointed as an Additional Director (Independent Category) with effect from 14th February, 2020.

Mr. Desina Balarama Krishna and Ms. V. Shindhuja Pothapragada were appointed as an Additional Director (Independent Category) with effect from 28th August, 2020.

Opinion of the board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year

The Board opines that Mr. Krishnamurthy Chaturvedi, Mr. Desina Balarama Krishna and Ms. V. Sindhuja Pothapragada strictly adheres to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by Companies Act, 2013 and Listing Regulations diligently.

RETIREMENT OF DIRECTORS BY ROTATION

Directors are not required to retire by rotation.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their declaration of independence as required under section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfill the independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Listing Regulations.

REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATA BANK

All the Independent Directors of the Company have been registered and are members of Independent Directors Data bank maintained by Indian Institute of Corporate Affairs.

AUDITORS REPORT

There are no qualifications in the Auditors Report issued by M/s. G.S. Sai Babu & Associates, Chartered Accountants, the Auditors of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The full particulars of the loans given, investment made or guarantee given or security provided under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered into any Contract or arrangements with the Related Parties during the financial year. Therefore, reporting of such particulars in Form AOC-2 is not applicable to your Company.

TRANSFER OF AMOUNT TO RESERVES

Since the Company has not made any profits for the Financial Year ended 31st March, 2020, the Company does not propose to transfer any amount to reserves.

DIVIDEND

The Board of Directors does not recommend any dividend on the Equity Shares or Preference Shares for the financial year ended 31st March, 2020.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY: Not Applicable

i) the steps taken or impact on conservation of energy;

ii) the steps taken by the company for utilising alternate sources of energy;

iii) the capital investment on energy conservation equipments;

B. TECHNOLOGY ABSORPTION: Not Applicable

i) the efforts made towards technology absorption;

ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

iv) the expenditure incurred on Research and Development.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: Not Applicable

Total Foreign Exchange Earned: Nil Total Foreign Exchange Outgo: Nil

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has implemented a Risk Management Policy and has constituted a Corporate Risk Management Committee to comply the provisions of the Companies Act, 2013.

The Committee is headed by: Mr. G. Jagannadha Rao as Chairman and Ms. P. Laxmi and Mr. M.V. Narasimha Rao, as members of the Committee.

During the Financial Year ended 31st March, 2020, One meeting of the Risk Management Committee meeting was held on 14th February, 2020.

The Company has implemented a standard operating procedure for all accounting and financial matters to reduce accounting and financial risk to minimal levels and to ensure that the financial statements are free of material misstatements.

POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR

The Company has Corporate Social Responsibility Policy in place and is made available on Companys website, and can be accessed through the

weblink: http://www.gayatrihighways.com/corporate-governance.html

The Corporate Social Responsibility committee was constituted as follows:

Mr. M.V. Narasimha Rao Chairman
Mr. G. Jagannadha Rao Member
Ms. P. Laxmi Member

During the financial year ended 31st March, 2020, one meeting of the Corporate Social Responsibility Committee was held on 14th February, 2020.

Since there are no profits in the Company for the preceding 3 years, the company has not spent any amount towards Corporate Social Responsibility.

The Corporate Social responsibility policy of the Company is annexed herewith as Annexure-III.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Indian Accounting Standards Ind AS – 110, Ind AS – 28 and Ind AS 31 issued by the Institute of Chartered Accountants of India and specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, your Directors have pleasure in attaching the Consolidated Financial Statements for the financial year ended 31st March 2020, which forms part of the Annual Report and accounts.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries on its website www.gayatrihighways.com and a copy of separate audited financial statements of its subsidiaries will be provided to shareholders upon their request.

SUBSIDIARY COMPANIES, JOINTLY CONTROLLED ENTITIES AND ASSOCIATE COMPANIES

During the Financial Year ended 31st March 2020, your Company has four subsidiaries, one associate Company and three joint venture companies and are as follows:

Subsidiaries:

Indore DewasTollways Limited

Sai MaatariniTollways Limited

Gayatri Jhansi Roadways Limited

Gayatri Lalitpur Roadways Limited

Associates:

Balaji Highway Holdings Private Limited

Jointly Controlled Entities:

Hyderabad Expressways Limited

Cyberabad Expressways Limited

HKR Roadways Limited

A statement containing salient features of the financial statements of subsidiaries/ associate companies/ joint ventures in Form AOC - 1 is enclosed herewith as Annexure-IV.

We would like to inform you that our wholly owned subsidiary Sai Maatarini Tollways Limited (SMTL) has issued a notice dated 9th March 2019 of "Intention to Terminate the Concession Agreement on account of, inter-alia, irreparable loss of toll revenue due to reasons not attributable to the Concessionaire-Force Majeure (Political Event)" to NHAI to terminate the concession agreement and also issued "Termination Notice for the Force Majeure (Political Event) on 27th March 2019.

NHAI had issued a Notice dated 10.04.2019 of "Intention for Termination under clause 37 of the concession agreement dated 28.09.2011" stating default of the concessionaire. In response to this notice, SMTL replied in detail to NHAI that the default is not on part of the Concessionaire. Later the Lenders had exercised their Right to Substitution of concessionaire vide their letter dated 24.04.2019. Based on that NHAI withhold the termination for 9 months.

There after NHAI terminated the Concession Agreement vide their letter dated 28.01.2020 and the project assets have been handed over to the NHAI at 08.00 AM on 30.01.2020.

SMTL, based on Authoritys default, has rasied a claim of Rs. 2,834.47 Cr (which includes Equity of Rs.835.19 Cr and Total Debt Due of Rs.1999.28 Crs) strictly adopting the relevant clauses of the Concession Agreement.

SMTL has filed a petition as per Section 9 of the Arbitration & Conciliation Act, 1996 in the High Court of Delhi, New Delhi against NHAI on 21st December, 2019 requesting NHAI to deposit 90% of the Debt Due i.e., Rs. 1,765.08 Crore (Rs. 1,961.2 X 90%) as per the provisions of the Concession Agreement.

This Petition was filed to protect the interest of the lenders and to remit an amount of Rs. 1,765.08 Crores to the Consortium of Lenders.

GM(T) of NHAI wrote a letter to SMTL request to submit the Joint application to be filed before Arbitral Tribunal/ court to keep the court proceeding on hold for a min period of 180 days vide their letter no 150796 dated 11.03.2020.

Joint application letter under section 151 CPC seeking suspension of the instant proceeding for a minimum of 180 days was signed by the Authorized representatives of both NHAI and SMTL on 21.05.2020

SMTL and NHAI jointly filed an application on 27.05.2020 before the High Court of Delhi, New Delhi to keep the proceeding on hold for a min period of 180 days for commencement of Conciliation proceedings as per the policy guidelines of NHAI.

The above application heard on 29.05.2020 before the High Court of Delhi, New Delhi and passes an order to put all the proceeding on hold for a min period of 180 days for commencement of Conciliation proceedings as per the policy guidelines of NHAI and next hearing on December 2, 2020.

The proceedings of CCIE is about to start in the month of June and it is expected to settled within 6 months but the process is moving dead slow due to the COVID-19 pandemic and consequent lock-down by the entire Nation.

During the Financial Year, no company has become or ceased to be the Companys subsidiary, joint venture or associate company.

PERFORMANCE AND CONTRIBUTION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As per Rule 8 of Companys (Accounts) Rules, 2014 a Report on the financial performance of subsidiaries, associates and joint venture companies along with their contribution to the overall performance of the Company during the Financial Year ended 31st March, 2020 is enclosed as Annexure-V.

DEPOSITS

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations during the financial year.

STATUTORY AUDITORS

M/s G.S. Sai Babu & Associates, Chartered Accountants, bearing ICAI Regd. No. 014207S, were appointed as statutory auditors of the Company to hold office from the conclusion of 11th Annual General Meeting till the conclusion of the 16th Annual General Meeting.

PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Hence, the disclosure 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 is not applicable to the Company.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has ensured that appropriate policies and procedures are adopted for ensuring orderly and efficient conduct of the business, including adherence to Companys policies, the safeguarding of its assets, prevention and detection of fraud and error, the accuracy and completeness of accounting records, and the timely preparation of reliable financial information.The Company has Internal Financial Controls with reference to the Financial Statements commensurate with the size of the operations of the Company and adequate and operating efficiently.

SHARE CAPITAL

The Paid-up Share Capital of the Company as on 31st March, 2020 is Rs. 2,156,306,800 divided into 239,651,900 Equity Shares of Rs.2/- each fully paid up and 167,700,300 9% Non convertible Cumulative Redeemable Preference shares (NCRPS) of Rs. 10/- each.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report and provides details of the overall industry structure, developments, performance and state of affairs of the Companys various businesses viz., infrastructure BOT, Annuity projects and their adequacy, Risk Management Systems and other material developments during the financial year. The Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, is enclosed as Annexure-VI.

CEO AND CFO CERTIFICATION

The annual certification given by the Chief Executive Officer and Chief Financial Officer of the Company is published in this Annual Report.

SECRETARIAL AUDITORS REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed V. Shankar & Co., Practicing Company Secretaries as Secretarial Auditors to conduct Secretarial Audit of the Company and to issue Secretarial Audit Report for the Financial year ended 31st March, 2020.

The Secretarial Audit Report has no qualifications or reservations or adverse remarks or disclaimers in Form No.MR-3 and is attached to this Boards Report as Annexure-VII.

EXPLANATIONS OR COMMENTS BY THE BOARD ON AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

There are no qualifications or reservations or adverse remarks or disclaimers made by the Auditors in their Independent Auditors Report for Standalone and Consolidated Financial Statements. Therefore, no explanations or comments from the Board are required.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditors in their report Secretarial Audit Report. Therefore, no explanations or comments from the Board are required.

DETAILS OF FRAUDS

During the year, there were no instances of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.

INTERNAL AUDITORS

The Board of Directors of the Company has appointed Ms. K.V.Meher Vani, Chartered Accountant (M.No.214471) (Rep. by Shalang Advisory Services (OPC) Pvt. Ltd.,) as an Internal Auditor to conduct Internal Audit of the Company.

MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 OF THE COMPANIES ACT, 2013

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company.

CORPORATE GOVERNANCE REPORT

A separate report on Corporate Governance is enclosedas Annexure-VIII as a part of the Annual Report along with the certificate from the Company Secretary in Practice regarding compliance of conditions of corporate governance.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company had been denied access to the Audit Committee. The policy of vigil mechanism is available on the Companys website.

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All employees of the Company are covered under the Whistle Blower Policy.

MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of schedule IV (Code for Independent Directors) of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, a meeting of the Independent Directors of the Company was held in the financial year on 14th February, 2020, without the attendance of Non-Independence Directors and members of the management.

DISCLOSURE UNDERTHE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 are not applicable to the Company and the constitution of Internal Complaints Committee is also not applicable to the Company.

ENVIRONMENT, HEALTH AND SAFETY

The Company considers it is essential to protect the Earth and limited natural resources as well as the health and well being of every person.

The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities. Acting responsibly with a focus on safety, health and the environment is a part of the Company.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS) and is preparing and presenting its financial statements in Ind AS starting from the Financial Year 2016-17 pursuant to Ministry of Corporate Affairs notification of the Companies (Indian Accounting Standards) Rules, 2015.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company lays emphasis on competence and commitment of its human capital recognizing its pivotal role for organizational growth.During the year, the Company maintained a record of peaceful employee relations.

Your Directors wish to place on record their appreciation for the commitment shown by the employees throughout the year.

ACKNOWLEDGEMENTS

We express our sincere appreciation and thank our valued Shareholders, Customers, Bankers, Business Partners/ Associates, Financial Institutions, Insurance Companies, Central and State Government Departments for their continued support and encouragement to the Company.

We are pleased to record our appreciation of the sincere and dedicated services of the employees and workmen at all levels.