K E C International Ltd Directors Report.

To the Members of KEC International Limited

The Directors are pleased to present the Sixteenth Annual Report (Integrated) of the Company together with Consolidated and Standalone Audited Financial Statements of the Company for the financial year ended on March 31, 2021.

1. FINANCIAL RESULTS

Particulars

Consolidated

Standalone

FY 2020-21 FY 2019-20 FY 2020-21 FY 2019-20
Revenue from Operations 13,114.20 11,965.37 11,851.79 10,470.62
EBITDA 1,141.21 1,234.35 1,231.73 1,126.06
Finance Cost 262.69 307.98 241.35 276.96
Depreciation & Amortisation 152.53 147.20 121.78 117.69
Profit Before Tax 755.91 790.27 896.62 745.28
Tax Expenses 203.19 224.75 250.53 199.55
Profit After Tax 552.72 565.52 646.09 545.73
Dividend on equity shares 102.84* 105.38# 102.84* 105.38#

 

* final dividend proposed

 # Dividend including dividend distribution tax

2. PERFORMANCE

Financial Performance

On a consolidated basis, the Company achieved a turnover of Rs.13,114 Crore in FY 2020-21 with a growth of about 10 percent over FY 2019-20, despite the disruptions caused by the COVID-19 pandemic. This was a result of the concerted efforts towards ramp up in execution by deployment of mechanization, automation and digitalization initiatives to improve productivity and enhance quality of execution. The Company achieved an EBITDA margin of 8.7 percent for FY 2020-21 which was marginally impacted by the steep rise in commodity prices, additional expenditure on account of the pandemic and cost escalation in the Companys Subsidiary in Brazil. The net profit for FY 2020-21 was Rs.553 Crore as against Rs.566 Crore in FY 2019-20. The Company achieved a reduction in interest costs through better working capital management and reduction of high-cost loans. On a standalone basis, the Company achieved a turnover of Rs.11,852 Crore and a net profit of Rs.646 Crore as against Rs.10,471 Crore and 546 Crore respectively for the previous year.

During the year, the Company secured orders of Rs.11,876 Crore with a closing order book of Rs.19,109 Crore. The order intake could have been higher but for the delay in ordering activities and conversion of L1 amidst the pandemic induced global slowdown. The orders during the year were primarily driven by the T&D business.

Power Transmission & Distribution (T&D) – T&D business witnessed a progressive ramp up across all project sites in Domestic as well as International locations. Despite the challenges due to COVID-19 pandemic especially in international locations, the business has been successful in maintaining revenues in line with last year. The business witnessed significant traction in terms of order intake both in domestic as well as international locations. The business reinforced its leadership position across several regions and secured orders of over Rs.7,500 Crore which was a growth of 75 percent over last year.

Railways – The Railway business continued to be one of the key growth drivers as it delivered a stellar performance and surpassed revenues of over Rs.3,400 Crore for the year with a growth of 34 percent vis--vis the previous year. In line with the diversification strategy, the business expanded its presence in technologically enabled areas and are now executing OHE, third rail, ballast-less track works for Metros and next-generation Signalling & Telecommunication systems for the Dedicated Freight Corridor. Additionally, it has also diversified into emerging areas such as speed upgradation for High-Speed Rail, construction of depots and workshops for Urban Infra projects and tunnel ventilation. Over 50 percent of order intake during the year in Railways was from these new segments.

Civil – The Civil business achieved a revenue of Rs.1,080 Crore this year with a growth of almost 3 times compared to the previous year. The business widened its portfolio to enter new high growth areas and secured breakthrough orders and L1 positions in the areas of warehouses, water pipelines and airports. The business also reinforced its presence in the industrial space by foraying into the chemical, hydrocarbon and FGD segments.

Solar – In Solar business, the execution of the 20 MW carport project for a reputed automobile manufacturer is on track with part commissioning already achieved. The execution for the recently secured 13.60 MW rooftop solar project for a corporate client is also underway.

Smart Infra – In the Smart Infra business, the execution of the existing smart city and defence projects are on track. The business has also commenced execution of a recently secured project for constructing an Integrated Command and Control Centre and installing other Smart City components.

Cables – The Cables business has rebounded well, with a revenue growth of 9 percent for the year vis--vis the previous year, after the loss of production in the first quarter due to COVID-19 related lockdowns. The business is progressing well on the development of new products for railways and exports and is on track to commercialize more products in FY 2021-22. The profitability of the business has witnessed headwinds due to steep rise in the raw material prices.

3. DIVIDEND

The Board of Directors recommends a final dividend of

Rs.4.00 per equity share i.e. 200 percent of the nominal value of Rs.2/- per equity share for the financial year ended March 31, 2021. The dividend, if approved by the Members in the ensuing Annual General Meeting, would involve a cash outflow of about Rs.103 Crore.

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of final dividend after deduction of tax at source, as applicable.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("SEBI Listing Regulations"), the Company has formulated a Dividend Distribution Policy which is available on the website of the Company at https://www.kecrpg.com/policies.

4. TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the year under review.

5. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2021 was Rs.51.42 Crore. There was no change in the share capital during the year under review.

6. DEBENTURES

The Company has redeemed 1,500 Non-convertible Debentures (Series I) on April 20, 2020, being the due date for redemption. Further, the Company has repurchased 1,000 Non-convertible Debentures (Series II and III) on June 23, 2020 and redeemed them before their respective due dates. There were no outstanding debentures as on March 31, 2021.

7. DEPOSITS

The Company has not accepted any deposits within the meaning of sub-section (31) of Section 2 and Section 73 of the Companies Act, 2013 ("the Act") and the Rules framed thereunder. As on March 31, 2021, there were no deposits lying unpaid or unclaimed.

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The loans given, investments made and guarantees given & securities provided during the year under review, are in compliance with the provisions of the Section 186 of the Act and Rules made thereunder and details thereof are given in the Notes to the Standalone Financial Statements.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT, BUSINESS RESPONSIBLITY REPORT AND CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 of SEBI Listing Regulations, a separate section on Management Discussion and Analysis, Business Responsibility Report and Corporate Governance Report together with a certificate from a Practicing Company Secretary confirming compliance with the Regulations relating to Corporate Governance of SEBI Listing Regulations are set out and form part of this Annual Report.

10. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of sub-section (3) of Section 129 of the Act and SEBI Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

11. SUBSIDIARY AND ASSOCIATE COMPANIES

The Company has seventeen subsidiaries as on March 31, 2021 comprising of eight direct subsidiaries and nine step-down subsidiaries of which seven subsidiaries are operating subsidiaries and three subsidiaries functioning as special purpose vehicles. The Company has one associate company under Section 8 of the Act for the welfare of the past employees.

Performance Highlights

Pursuant to the provisions of sub-section (3) of Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the salient features of the Financial Statements of each of the subsidiaries and associate companies are set out in the prescribed Form AOC-1 and the same forms part of the Financial Statements section of the Annual Report.

The performance highlights of wholly owned operating subsidiaries and their contribution to the overall performance of the Company during the financial year ended March 31, 2021 are as under:

Subsidiary

Performance during FY 2020-21 (Rs.in Crore)

Contribution to overall performance of the Company (%)

Revenue Profit After Tax Revenue Profit After Tax
SAE Towers Brazil Torres de Transmisao Ltda. 814.19 (99.06) 6.21 (17.92)
SAE Towers Mexico, S de RL de CV 324.53 4.23 2.47 0.77
SAE Towers Limited 300.96 0.03 2.29 0.01
KEC International (Malaysia) SDN.BHD. 269.62 4.92 2.06 0.89
KEC Towers LLC 81.44 0.38 0.62 0.07
SAE Prestadora de Servicios Mexico, S de RL de CV 48.21 0.49 0.37 0.09

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of these subsidiaries are available on the website of the Company i.e. www.kecrpg.com under ‘Investors tab. Further in terms of SEBI Listing Regulations, the Company has formulated a policy for determining its ‘material subsidiaries and the same is available on the website of the Company at https://www.kecrpg.com/policies.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Act, the Board of Directors of the Company hereby confirm that:

1. in the preparation of the annual accounts for the financial year ended on March 31, 2021, the applicable Accounting Standards have been followed and no material departures have been made from the same;

2. we have selected such accounting policies and applied 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 as at March 31, 2021 and of the profit of the Company for the year ended on March 31, 2021;

3. we 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;

4. we have prepared the annual accounts for the financial year ended on March 31, 2021 on a going concern basis;

5. we have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

13. DIRECTORS & KEY MANAGERIAL PERSONNEL 13.1 Directors

During the year under review, Mr. A.T. Vaswani and Ms. Nirupama Rao were re-appointed as Independent Directors for a second term of five consecutive years commencing from July 29, 2020 up to July 28, 2025. Mr. Vikram Gandhi and Mr. M.S. Unnikrishnan were appointed as Independent Directors of the Company with effect from August 07, 2019 and November 08, 2019 respectively, for a first term of five years. All these appointments/re-appointments were approved by the Members of the Company at the previous Annual General Meeting held during the year by passing the requisite resolutions in this regard.

Mr. Vimal Kejriwal was re-appointed as Managing Director & CEO of the Company by the Members on July 23, 2019 effective April 01, 2020 for a period of 2 years. The present term of Mr. Vimal Kejriwal as Managing Director & CEO will end on March 31, 2022. Based on the performance evaluation of Mr. Vimal Kejriwal, the Nomination and Remuneration Committee and the Board of Directors of the Company at their respective meetings held on May 10, 2021 and May 11, 2021 recommended and approved the re-appointment of Mr. Vimal Kejriwal as Managing Director & CEO of the Company w.e.f. April 01, 2022 for a further period of two years, subject to approval of Members at the ensuing Annual General Meeting.

Pursuant to the provisions of sub-section (6) of Section 152 of the Act and Articles of Association of the Company, Mr. Vimal Kejriwal, Managing Director & CEO, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

In compliance with sub-regulation (3) of Regulation 36 of SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings, brief resume, expertise and other details of Mr. Kejriwal are given in the Notice convening the ensuing Annual General Meeting.

The Board recommends the re-appointment of Mr. Vimal Kejriwal as stated above in the ensuing Annual General Meeting.

13.2 Key Managerial Personnel (KMP)

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed thereunder, the following persons are the Key Managerial Personnel of the Company as on March 31, 2021:

1. Mr. Vimal Kejriwal, Managing Director & CEO;

2. Mr. Rajeev Aggarwal, Chief Financial Officer; and

3. Mr. Amit Kumar Gupta, Company Secretary.

During the year under review, there were no changes in the Key Managerial Personnel of your Company.

13.3 Declaration by Independent Directors

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations including amendments thereof, the Company has received declarations from all the Independent Directors of the Company that they meet the criteria of independence, as prescribed under the provisions of the Act and SEBI Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year. Further, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity. As per the proviso to Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company are exempted from undertaking the online pro_ciency self-assessment test.

13.4 Board Evaluation

The Board has carried out annual performance evaluation of its own performance, the Directors individually and of its Committees as mandated under the Act and SEBI Listing Regulations. In order to have a fair and unbiased view of all the Directors, the Company engaged the services of an external agency to facilitate the evaluation process.

The Directors were provided with an electronic platform to record their views and a consolidated report was generated by the agency based on the views expressed by all the Directors. The reports generated out of the evaluation process were placed before the Board at its meeting and noted by the Directors.

Further, a meeting of Independent Directors was held on March 12, 2021 chaired by Mr. A. T. Vaswani, Lead Independent Director, to review the performance of the Chairman, Non-Independent Director of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and SEBI Listing Regulations.

The Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties. The feedback of the meeting was shared by Lead Independent Director with the Board of the Company.

Based on the outcome of the evaluation, the Board and its committees agreed to implement the suggestions made by the Directors.

13.5 Familiarisation Programme for Independent Directors

The details of the induction and familiarisation programme are explained in the Report on Corporate Governance and are also available on the Companys website i.e. www.kecrpg.com under ‘Investors tab.

13.6 Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

The Board of Directors has adopted a Nomination and Remuneration Policy in terms of the provisions of subsection (3) of Section 178 of the Act and SEBI Listing Regulations dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The said Policy is annexed to this Report as Annexure ‘A and is also available on the Companys website i.e. www.kecrpg.com under ‘Investors tab.

13.7 Meetings of the Board of Directors

During the year under review, the Board of Directors met five times. The details are given in the Corporate Governance Report which forms a part of the Annual Report.

13.8 Meetings of the Audit Committee

During the year under review, the Audit Committee met eight times. The details of the meetings, composition and terms of reference of the Committee are given in the Corporate Governance Report which forms a part of the Annual Report.

14. AUDITORS 14.1 Statutory Auditors

Price Waterhouse Chartered Accountants LLP, Chartered Accountants (Firms Registration No. 012754N/N500016) ("PwC"), were appointed as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of the Twelfth Annual General Meeting until the conclusion of the Seventeenth Annual General Meeting. The requirement of seeking rati_cation of appointment of the Statutory Auditors by the Members at every Annual General Meeting has been done away effective

May 07, 2018 by amendment to the provisions of the Act by the Ministry of Corporate Affairs and accordingly PwC continue to hold the office of Statutory Auditors for FY 2021-22.

The Statutory Auditors Report for the FY 2020-21 does not contain any qualifications, reservations, adverse remarks or disclaimer and no frauds were reported by the Auditors to the Company under sub-section (12) of Section 143 of the Act.

14.2 Branch Auditors

In terms of provisions of sub-section (8) of Section 143 of the Act read with Rule 12 of the Companies (Audit and Auditors) Rules, 2014, the audit of the accounts of the branch offices of the Company located outside India is required to be conducted by the person(s) or firm(s) qualified to act as Branch Auditors in accordance with laws of that country. The Board of Directors seek approval of the Members to authorise the Board of Directors/Audit Committee to appoint Auditors for the branch offices of the Company and also to fix their remuneration. The Board of Directors recommends to the Members the resolution, as stated in Item No. 4 of the Notice convening the ensuing Annual General Meeting.

14.3 Cost Auditors

In terms of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Company is required to maintain cost records in respect of its steel and cables manufacturing facilities in India and have the audit of its cost records by a qualified Cost Accountant.

The Board of Directors of the Company on the recommendation of the Audit Committee, approved the appointment of M/s. Kirit Mehta and Co., Cost Accountants (Firms Registration No.: 000353) as the Cost Auditors for the FY 2021-22 and recommends their remuneration to the Members for their rati_cation at the ensuing Annual General Meeting.

The Cost Auditors Report of FY 2019-20 did not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company under sub-section (12) of Section 143 of the Act. The said Cost Audit Report was filed with the Ministry of Corporate Affairs on September 03, 2020.

14.4 Secretarial Auditors

In terms of the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Parikh Parekh & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the FY 2020-21. The Secretarial Audit Report in Form MR-3 is annexed to this Report as Annexure ‘B. The said Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks and no frauds were reported by the Secretarial Auditors to the Company under sub-section (12) of Section 143 of the Act.

15. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ("CSR") Committee of the Directors inter alia gives strategic direction to the CSR initiatives, formulates and reviews annual CSR plans and programmes, formulates annual budget for the CSR programmes and monitors the progress on various CSR activities. Details of the composition of the CSR Committee have been disclosed separately as part of the Corporate Governance Report.

The CSR Policy of the Company adopted in accordance with Schedule VII of the Act, outlines various CSR activities to be undertaken by the Company in the areas of promoting education, enhancing vocational skills, promoting healthcare including preventive healthcare, community development, heritage conservation and revival, etc. The CSR policy of the Company is available on the Companys website i.e. www.kecrpg.com under ‘Investors tab.

During the year under the review, the Companys CSR initiatives included COVID-19 related relief in multiple locations apart from its ongoing CSR programmes in terms of the Annual Action Plan of the Company. The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, is annexed to this Report as Annexure ‘C.

16. POLICY ON CODE OF CONDUCT & ETHICS AND SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has adopted the RPG Code of Corporate Governance & Ethics ("RPG Code") which is applicable to all the Directors and employees of the Company. The Code provides for the matters related to governance, compliance, ethics and other matters._ The Code lays emphasis amongst others that all the activities and business conducted are free from the influence of corruption and bribery in line with the anti-corruption and anti-bribery laws. The Corporate Governance & Ethics Committee (CGEC) oversight the ethical issues and act as a central body to monitor the compliance of the Code. To raise awareness of the Code amongst employees, the Company conducts regular awareness workshops right from the induction stage to periodic courses on mandatory basis for all the employees.

In accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted a Policy on Prevention of Sexual Harassment at Workplace ("the Policy") to ensure prevention, prohibition and redressal of sexual harassment at workplace. The Policy has been formed to prohibit, prevent and deter the commission of the acts of sexual harassment at workplace and to provide the procedure for redressal of complaints pertaining to sexual harassment. The Company provides an equal employment opportunity and is committed for creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy and the Policy is gender neutral. During the year under review, no complaints of any nature were received.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism, as envisaged under the provisions of sub-section (9) of Section 177 of the Act, the Rules framed thereunder and Regulation 22 of SEBI Listing Regulations for the directors and its employees to raise their concerns or observations without fear, or report instances of any unethical or unacceptable business practice or event of misconduct/unethical behavior, actual or suspected fraud and violation of RPG Code etc.

The Policy provides for protecting confidentiality of those reporting violation(s) and restricts any discriminatory practices against them. The Policy also provides for adequate safeguards and protection against victimization of persons who avail such mechanism. To encourage employees to report any concerns and to maintain anonymity the Policy provides direct access for grievances or concerns to be reported to the Corporate Governance and Ethics Committee (CGEC), a Committee constituted for the administration and governance of the Policy. The Policy also facilitates direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. The Policy can be accessed on the Companys website i.e. www.kecrpg.com under ‘Investors tab.

18. RISK MANAGEMENT POLICY

The Company is engaged in Engineering, Procurement and Construction ("EPC") business and is exposed to various risks in the areas it operates. The Company has a well-defined risk management framework in place which works at various levels across the enterprise. The risk management mechanism forms an integral part of the business planning and review cycle of the Company and it is designed to provide reasonable assurances that goals are achieved by integrating management control into daily operations, by ensuring compliance with legal requirements and by safeguarding the integrity of the Companys financial reporting and its related disclosures. The identification, analysis and putting in place the process for mitigation of these risks is an ongoing process. The Company has a mechanism in place to inform the Risk Management Committee and Board members about risk assessment, minimization procedures and periodical review thereof. The Risk Management Committee of Directors constituted by the Board inter alia reviews Enterprise Risk Management functions of the Company and is responsible for framing, implementing, monitoring and reviewing Risk Management framework of the Company. The Committee on periodical basis, validates, evaluates and monitors key risks and reviews the measures taken for risk management and mitigation and effectiveness thereof. The key business risks faced by the Company and the various measures taken by the Company are detailed in Management Discussion and Analysis section.

19. INTERNAL FINANCIAL CONTROL

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis section.

20. RELATED PARTY TRANSACTIONS

All transactions entered into by the Company with related parties were in the ordinary course of business and at arms length basis. The Audit Committee grants an omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. A statement giving details of all Related Party Transactions are placed before the Audit Committee on a quarterly basis for its review. Disclosure as required under Indian Accounting Standards ("IND AS") - 24 have been made in the Note No. 54 to the Standalone Financial Statements.

There are no materially significant related party transactions entered into by the Company with its Directors/Key Managerial Personnel or their respective relatives, the Companys Promoter(s), its subsidiaries/joint ventures/ associates or any other related party, that may have a potential conflict with the interest of the Company at large. The Policy on related party transactions, as formulated by the Board is available on the Companys website i.e. www.kecrpg.com under ‘Investors tab.

21. ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company i.e. www.kecrpg.com under ‘Investors tab.

22. ENVIRONMENT HEALTH AND SAFETY (EHS)

The Company has undertaken various EHS management processes and implemented them under the EHS system, in line with the commitment to achieve its EHS objective of providing a safe workplace for its stakeholders. The Company is successfully leveraging modern technology and analytics to enable data driven decisions, improve safety, and ensure strict adherence to safety rules and procedures. The Company continues to invest in imparting industry specific EHS training by leveraging cutting-edge technologies such as Virtual and Augmented Reality, and focus on risk-based safety and skill development to its employees and workmen, to ensure that all its stakeholders become more safety conscious and thereby improve the organizations approach towards prevention of loss.

During the year, the Company has bagged various EHS awards and appreciation from its prestigious customers and independent agencies. A separate section has been added to this Integrated Annual Report with details on EHS initiatives of the Company.

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

The Company has strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation. The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under clause (m) of sub-section (3) of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure ‘D.

24. PARTICULARS OF EMPLOYEES

In terms of the requirements of sub-section (12) of Section 197 of the Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures pertaining to the remuneration and other details, are annexed to this Report as Annexure ‘E.

The statement containing names and other details of the employees as required under sub-section 12 of Section 197 of the Act read with sub-rules (2) & (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. In terms of sub-section (1) of Section 136 of the Act, the Annual Report is being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information is open for inspection and any Member interested in obtaining a copy of the same may write to the Company.

25. HUMAN RESOURCE/INDUSTRIAL RELATIONS

The Company understands that people are its most valuable assets. The Company recognises its diverse employees as the primary source of its competitiveness and continues focus on their development through digital and bespoke interventions. The Company has developed a continuous learning human resource base to unleash potential and fulfill the aspirations of the employees. The strategic thrust of Human Resource has been on improvement of the performance of employees through training & development and also to identify outperformers who have the potential for taking higher responsibilities.

During the unprecedented crisis of the COVID-19 pandemic, the Company, keeping in mind the safety and well-being of employees, introduced a remote working policy and also instituted measures to help the emotional well-being of people. Through various online initiatives the Company also focused on capability development of its employees during the pandemic.

The employee relations remained cordial throughout the year. The Company (excluding subsidiaries) had 5,797 permanent employees on its rolls as on March 31, 2021. The Board places on record its sincere appreciation for the valuable contribution made by the employees across all levels whose enthusiasm, team efforts, devotion and sense of belonging has always made the Company proud.

26. INTEGRATED ANNUAL REPORT

The Company has voluntarily provided Integrated Annual Report for the financial year 2020-21, prepared as per IR Framework recommended by the International Integrated Reporting Council (IIRC) and the same is aimed at providing the Companys stakeholders a comprehensive depiction of the Companys financial and non-financial performance. The Report provides insights into the Companys key strategies, operating environment, risks and opportunities, governance framework and its approach towards long-term sustainable value creation across six capitals viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.

27. OTHER DISCLOSURES

The Directors state that no disclosures or reporting is required in respect of the following items, as the same is either not applicable to the Company or relevant transactions/events have not taken place during the year under review: a. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise. b. The Company has not issued shares (including sweat equity shares) to employees under any scheme. c. There was no revision in the financial statements. d. There has been no change in the nature of business of the Company as on the date of this Report. e. The Managing Director & CEO of the Company did not receive any remuneration or commission from any of its subsidiaries. f. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future. g. There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

The Company has been in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, during the financial year.

28. ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Central and State Government Departments, Organizations and Agencies for their continued support and co-operation. The Directors are also thankful to all valuable stakeholders viz., customers, vendors, suppliers, banks, financial institutions, joint venture partners and other business associates for their continued co-operation and excellent support provided to the Company during the year. The Directors acknowledge the unstinted commitment and valuable contribution of all employees of the Company.

The Directors also appreciate and value the trust reposed in them by Members of the Company.

29. ANNEXURES

The following annexures, form part of this Report: a. Nomination and Remuneration Policy – Annexure ‘A b. Secretarial Audit Report – Annexure ‘B c. Annual Report on Corporate Social Responsibility – Annexure ‘C d. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo – Annexure ‘D e. Information under sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 – Annexure ‘E

For and on behalf of the Board of Directors

Harsh V. Goenka
Place: Mumbai Chairman
Date: May 11, 2021 (DIN: 00026726)