Pricol Ltd Management Discussions

Your Directors have pleasure in presenting the Eleventh Annual Report and audited financial statements for the financial year ended 31st March, 2022.

FINANCIAL RESULTS

Rs. Lakhs

The summarised financial results are:	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Net Sales & Services
- Domestic	1,31,349.05	1,24,499.87	1,35,736.09	1,26,593.45
- Export	11,796.21	9,115.46	14,270.79	9,300.74
Total Sales & Services	1,43,145.26	1,33,615.33	1,50,006.88	1,35,894.19
Other Operating Revenue	4,462.41	5,417.15	4,462.41	5,417.15
Other Income	729.23	748.68	882.06	783.96
Total Revenue	1,48,336.90	1,39,781.16	1,55,351.35	1,42,095.30
Pro t from Operations before Finance Cost,
Depreciation and Amortisation Expense,
Exceptional items & Tax	17,418.11	17,799.58	18,940.07	18,575.60
Less : Finance Costs	2,651.64	4,052.86	2,728.23	4,307.05
: Depreciation and Amortisation Expenses	7,890.71	9,095.04	8,183.90	9,419.03
Pro t / (Loss) before Exceptional items & Tax	6,875.76	4,651.68	8,027.94	4,849.52
Less: Exceptional items (Net)
Pro t / (Loss) Before Tax	6,875.76	4,651.68	8,027.94	4,849.52
Less: Tax Expense
Current Tax	2,950.00	3,307.28	3,090.33	3,463.32
Deferred Tax	(636.70)	538.73	(569.23)	446.95
Earlier years (Net)		(654.54)	1.47	(643.66)
Pro t / (Loss) for the year from continuing
Operations (A)	4,562.46	1,460.21	5,505.37	1,582.91
Discontinued Operations
Pro t / (Loss) for the year from discontinued operations (Net off tax expense) (B)				2,566.85
Pro t / (Loss) for the year (C)= (A) + (B)	4,562.46	1,460.21	5,505.37	4,149.76
Other Comprehensive Income for the year before tax	(89.57)	20.25	167.05	67.05
Income tax relating to these items	31.30	(7.08)	27.87	(7.61)
Other Comprehensive Income for the year after tax (D)	(58.27)	13.17	194.92	59.44
Total Comprehensive Income for the Year (C) + (D)	4,504.19	1,473.38	5,700.29	4,209.20

DIVIDEND & RESERVES

As the current year profit after setting off the losses of the previous years is inadequate to declare dividend, your Directors do not recommend any dividend and not transferred any amount to reserves for the year 2021-22.

AUTO INDUSTRY

During the year, the Auto Industrys domestic sales grew by -6% and exports by 36%. The overall Auto Industrys production grew by 1.2 % as against -14% in the previous financial year.

Segment	Vehicle Production*		Pricol Sale to OEM
	2021-22	2020-21	Growth %	Growth %
2 Wheeler / 3 Wheeler	1,84,77,005	1,89,68,390	(3) %	(0.11)%
Commercial Vehicle	8,05,527	6,24,939	29 %	35%
Tractors	8,30,500	8,99,000	(8) %	11%
4 Wheeler	36,50,698	30,62,280	19 %	45%
Total	2,37,63,730	2,35,54,609	1 %	5%

*As per Society of Indian Automobile Manufacturers (SIAM)

OPERATIONS

In domestic market, Company primarily caters to 2 wheelers, Commercial Vehicles, Tractors, 4 wheelers and Off-road vehicles.

STANDALONE FINANCIALS

The Companys domestic sales was up by 5.50 % and overall Companys sales by 7.13 % compared to the previous year. The profit from operations before Finance cost, Depreciation, Amortisation expenses, Exceptional Items & Tax is 17,418.11 Lakhs compare to 17,799.58 Lakhs during the previous year. Profit before Exceptional Items & Tax has increased from 4,651.68 Lakhs to 6,875.76 Lakhs, due to increase in sales volume and better control on costs.

CONSOLIDATED FINANCIALS

The profit from operations before Finance cost, Depreciation, Amortisation expenses and Exceptional Items & Tax has increased from 18,575.60 Lakhs to 18,940.07 Lakhs. The operational performance has improved due to increase in sales volume and better control on costs. Profit before Exceptional Items & Tax from continuing operations is 8,027.94 Lakhs compared to 4,849.52 Lakhs.

AMALGAMATION

Amalgamation of Pricol Wiping Systems India Limited ("PWSIL"), a Wholly Owned Subsidiary company with its Holding Company, Pricol Limited with effect from 1st April 2021 ("Appointed Date") by way of Scheme of Amalgamation, application to National Company Law Tribunal (NCLT) was made. As per direction of NCLT, approval of unsecured creditors of PWSIL were obtained through a physical meeting. In line with NCLTs direction, public notice and individual notices to mentioned Statutory authorities were also issued. Expecting NCLTs approval for the said merger by September 2022.

By this amalgamation the Wiping Business of PWSIL will be integrated with Pricol Limited. As part of the proposed amalgamation all assets and liabilities of PWSIL shall stand transferred and vested with Pricol Limited. In this amalgamation there is no cash consideration involved being, PWSIL is a Wholly-Owned Subsidiary of Pricol Limited and the entire share capital of the PWSIL is held by Pricol Limited. Therefore, upon the Scheme becoming effective, all shares held by the Pricol Limited in the share capital of the PWSIL as on the effective date shall stand cancelled.

SUBSIDIARY COMPANIES

Pricol Asia Pte Limited, Singapore

This purchasing arm of our Company mainly assists in global procurement of raw materials and components to our Company and associate companies.

In the financial year 2021-22, the Company achieved sales of USD 376.94 Lakhs ( 28,084.77 Lakhs) as against the previous year sales of USD 493.09 Lakhs ( 36,671.53 Lakhs). The company made a profit of USD 7,04,769 ( 525.11 Lakhs) during the year 2021-22 as against USD 10,78,270 ( 801.92 Lakhs) in 2020-21.

Pricol Wiping Systems India Limited

The company supplying wiping systems and other allied components to OEMs.

During the financial year 2021-22, the company has achieved sales of 4,727.87 Lakhs as against sales of 1,759.75 Lakhs in 2020-21. The company had earned a profit of 172.59 Lakhs in 2021-22 as against loss of 289.85 Lakhs in 2020-21.

PT Pricol Surya Indonesia

The Company is supplying Instrument Clusters to the 2 Wheeler manufacturers in Indonesia & Thailand.

In the financial year 2021-22, the company has achieved a sales of IDR 6,10,700 Lakhs ( 3,154.26 Lakhs) as against the previous year sales of IDR 2,86,315 Lakhs ( 1,382.90 Lakhs) an increase of 113 % in IDR & 128 % in INR terms.

The Company had a profit before tax of IDR 94,685 Lakhs ( 489.05 Lakhs) as against the loss before tax of IDR 1,29,794 Lakhs ( 626.91 Lakhs) of previous year.

PT Sripri Wiring Systems, Indonesia

The Company, a Wholly Owned Subsidiary Company of PT Pricol Surya Indonesia, during the financial year 2021-22, has achieved sales of IDR 23,579 Lakhs ( 121.78 Lakhs) as against sales of IDR 23,509 Lakhs ( 113.55 Lakhs) in 2020-21. The Company incurred loss of IDR 11,220 Lakhs ( 57.95 Lakhs) in 2021-22 as against profit of IDR 14,847 Lakhs ( 71.71 Lakhs) in 2020-21. Due to business reasons, the operations of the company have been currently suspended.

OUTLOOK, OPPORTUNITIES, CHALLENGES, RISKS & CONCERNS

India

The automotive industry ended up with a degrowth of 6 % in FY 22 compared to FY 21.

All segments of the market were affected due to rise in vehicle and fuel cost. Also, the other reason for degrowth is due to global semiconductor shortage - due to wafer shortage affecting the Automotive Industry.

The outlook for FY 23 is expected to have a degrowth due to continued semiconductor shortages. In addition, there has been steep increase in commodity prices such as aluminium, copper, zinc, nickel and steel, along with rising freight costs thereby increasing the overall cost of the vehicle. Also, due to covid situation, China has been affected which will further hamper the supply chain situation of the various electronic parts imported for the Automotive Industry.

The War in Ukraine has further compounded the semiconductor crisis as certain key raw materials required for semiconductor production has its source of origin in Ukraine. Industry experts are predicting that FY 23 will continue to see major swings in supply chains and cost disruption due to the above reasons, which will have a direct impact on our company.

Pricol has won many new businesses across various segments including the next generation products like Connected Vehicle Solution and around 10 % of the revenue of FY 22 was contributed by new business. This helped our company to grow more than the market.

International

The Companys export sales growth during FY 22 was 29 % compared to previous year. The reason for this growth was due to new business wins in the export market. Pricol expects this growth momentum to continue in FY 23 as well but subjected to restoration of normalcy in International supply chains and normalisation of freight movement.

RISK MANAGEMENT

Risk Management Policy for identifying and managing risk, at the strategic, operational and tactical level, has been adopted by the Company. Our risk management practices are designed to be responsive to the ever changing industry dynamics. At present the Company has not identified any element of risk which may threaten the existence of the Company.

The Company has constituted a Risk Management Committee in accordance with Regulation 21 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 for identifying, monitoring, evaluating and managing the risks. The Risk Management policy has been placed on the website of the Company and the web link there to is http://www.pricol.com/Data/Policy/Risk-Management- Policy.pdf.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companys internal control systems have been strengthened taking into account the nature of business and size of operations to provide for:

Reliability and integrity of financial and operational information;

Effectiveness and efficiency of operations and assets;

Compliance with applicable statutes, policies, listing requirements and management policies and procedures.

The Company, through its own Corporate Internal Audit Department, carries out periodic audits at all locations and all functions and brings out any deviation to internal control procedures. The observations arising from audit are periodically reviewed and compliance is being ensured. The summary of the Internal Audit observations is submitted to the Audit Committee. The Audit Committee at its meetings regularly reviews the financial, operating, internal audit & compliance reports to improve performance. The heads of various monitoring / operating departments are present for the Audit Committee meetings to answer queries by Audit Committee.

FINANCE

During the year the Company has not accepted / renewed any deposit from public. The total deposits remained unpaid or unclaimed as at 31st March, 2022 is Nil. There is no default in repayment of deposits or payment of interest thereon during the year. The Company undertook several steps to keep a control over borrowings and cost of borrowings.

Credit Rating

Consequent to the good financial performance, your company was able to improve its credit rating from the rating agency - India Ratings and Research.

Credit Agency	Facility	Present Ratings	Previous Ratings
	Term Loan, Long Term - Fund Based & Long Term	BBB (Stable)	BBB (Stable)
ICRA	- Unallocated
	Short Term - Non Fund Based	A3+	A3+
	Fund-Based and Non Fund-Based Working Capital	IND BBB+ / Stable /	IND BBB / Stable /
	Limits- INR 8,000 Lakhs(reduced from INR 10,000 Lakhs)	IND A2	IND A3+
India Ratings and Research	Long Term Loans - INR 15,530 Lakhs (reduced from INR 17,000 Lakhs)	IND BBB+ / Stable	IND BBB / Stable
	Proposed Fund-based and Non Fund - based working capital limits - INR 2,000 Lakhs	IND BBB+ /Stable/ IND A2

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. During the year, there were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company.

DIRECTORS

Independent Director

As per the provisions of Section 149 of the Companies Act, 2013, Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members appointed Independent Directors as mentioned below:

Name of Independent Director	Period of Appointment
Dr. S.K.Sundararaman	Upto 29th May 2023
Mr. R.Vidhya Shankar	Upto 31st July 2024
Mr. P.Shanmugasundaram	Upto 14th June 2024
Mr. K.Ilango	Upto 14th June 2024
Mr. Navin Paul	Upto 21st October 2025
Mrs. Sriya Chari	Upto 26th May 2026

Dr. S.K.Sundararaman (DIN: 00002691)Independent Director,

whose term of office expires on 29th May 2023, has given his consent for his re-appointment as Independent Director, for the second term of 5 (five) consecutive years commencing from 30th May 2023 to 29th May 2028. The Board recommends the re-appointment of Dr. S.K.Sundararaman as an Independent Director of the company to hold office for the second term.

EXECUTIVE DIRECTOR / NON INDEPENDENT DIRECTOR

Members appointed Executive Director / Non Independent Director as mentioned below :

Name of Director	Period of Appointment
Mrs. Vanitha Mohan	Upto 31st March 2024
Mr. Vikram Mohan	Upto 31st March 2022
Mr. V.Balaji Chinnappan	Upto 31st March 2022

Mr. V.Balaji Chinnappan (DIN: 08014402) has resigned as Chief Operating Officer (Whole Time Director) from the Board of Directors of the company with effect from 8th November 2021, as he desired to become an entrepreneur. The Board of Directors place on record its special appreciation to Mr. V.Balaji Chinnappan, Chief Operating Officer, for his valuable contribution for the development of the company.

Mr. P.M.Ganesh, (DIN : 08571325) was appointed as an Additional Director of the Company by the Board of Directors at their meeting held on 8th November 2021 and whose term of office expires at this Annual General Meeting (AGM). The Board recommends the appointment of Mr. P.M.Ganesh as a Director, liable to retire by rotation.

The Board of Directors, at the aforesaid meeting appointed Mr. P.M.Ganesh as Whole-Time Director with a designation "Chief Executive Officer & Executive Director", for a period with effect from 8th November 2021 to 31st March 2024 and fixed the remuneration payable to him as set out in the text of the resolution in the AGM notice, subject to the approval of the shareholders. The Board recommends the appointment & remuneration payable to him.

The Board of Directors, at their meeting held on 9th February 2022 re-appointed Mr. Vikram Mohan as Managing Director for a period of three years with effect from 1st April 2022 to 31st March 2025 and fixed the remuneration payable to him as set out in the text of the resolution in the AGM notice, subject to the approval of the shareholders. The Board recommends the re-appointment & remuneration payable to him.

Mrs. Vanitha Mohan, Chairman will attain the age of 70 years on 9th December 2022. As per the provisions of Section 196(3) of Companies Act, 2013 for continuation of her employment as a Whole Time Director on attaining the age of 70 years, Shareholders approval is required. The Board recommends for her continuation as Chairman (Whole Time Director), on the same terms of appointment and remuneration as approved by members at the 10th Annual General Meeting held on 19th August 2021.

Mr. Vikram Mohan, a Non- Independent Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the re-appointment of Mr. Vikram Mohan.

EVALUATION BY THE BOARD

The Board has made a formal annual evaluation of its own performance, Committees of the Board, Independent Directors and Individual Directors of the Company.

The Boards performance was evaluated based on the criteria like Structure, Governance, Dynamics & Functioning, Approval & Review of Operations, Financials, Internal Controls etc.

The performance of the Independent Directors as well as Individual Directors including the Chairman of the Board were evaluated based on the evaluation criteria laid down under the Nomination and Remuneration Policy and the Code of Conduct as laid down by the Board.

The Committees of the Board were evaluated individually based on the terms of reference specified by the Board to the said Committee. The Board of Directors were satisfied with the evaluation process which ensured that the performance of the Board, its Committees, Independent Directors and Individual Directors adhered to their applicable criteria.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company as stipulated under Companies Act, 2013 are Mr. Vikram Mohan, Managing Director, Mr. P.Krishnamoorthy, Chief Financial Officer & Mr. T.G.Thamizhanban, Company Secretary.

STATUTORY AUDITORS

M/s. VKS Aiyer & Co.,Chartered Accountants, Coimbatore (ICAI Firm Registration No: 000066S), the Statutory Auditors of the Company were appointed as Statutory Auditors of the Company, for a term of 5 years, from the conclusion of 7th Annual General Meeting until the conclusion of the 12th Annual General Meeting of the Company to be held in the calendar year 2023.

Statutory Auditors, M/s. VKS Aiyer & Co., Chartered Accountants, have confirmed their eligibility for continuing as Statutory Auditors of the Company.

COST AUDITOR

The Board of Directors at their meeting held on 23rd May 2022 appointed Mr. G.Sivagurunathan, Cost Accountant, as the Cost Auditor for conducting the Cost Audit for the financial year 2022-23. A resolution seeking members ratification of the remuneration payable to Cost Auditor is included in the AGM notice. The Cost Audit Report will be filed within the stipulated period. The Company is maintaining the Cost Records as per Section 148(1) of the Companies Act, 2013.

SECRETARIAL AUDITOR

The Company appointed M/s. P.Eswaramoorthy and Company, Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year 2021-2022, as per regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as "Annexure A".

SECRETARIAL STANDARDS

The company had complied with the applicable Secretarial Standards.

CSR INITIATIVES

Pricols Corporate Social Responsibility (CSR) activities reflect its philosophy of enhancing value to the society and the environment around us. CSR activities are carried out through registered trust (ND Foundation) in addition to the CSR activities directly undertaken by the Company. The Annual Report on CSR activities is annexed herewith as "Annexure B".

DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS

Though the second wave of the COVID-19 pandemic had impacted our business during the beginning months of this financial year 2021-22, continuous awareness programs to the employees and constant discussions with the union office bearers and the line operators has resulted in the whole-hearted support of the employees for the survival. Periodical interactions with the Union leaders and the line operators, monthly goodwill meetings with the shopfloor operators, Employee Engagement initiatives, etc. have improved the industrial relations scenario and resulted in "zero" hours loss due to industrial relations issues. Operators are also actively participating in Kaizen initiatives and Quality Circle competitions. Our Operators have won prizes in National level QC Competition and are getting ready to participate in the international level competitions to be held at Jakarta, Indonesia. The number of people employed as on 31st March 2022 is 4,951.

Employee Engagement

Today employee engagement has become a leadership priority as they constantly seek for different methods to keep their workforce engaged. The management is finding itself being tested every day on its capabilities to keep its employee engaged while also implementing the policies defined. Accordingly, number of initiatives have been taken on front of employee engagement which help to keep motivated workforce. We trust that when employees are truly engaged, teams go from being good to being great. Challenges turn into opportunities; outcomes turn into achievements and people give it their all.

In accordance with the provisions of Section 134(3)(c) & (ca) of the Companies Act, 2013, the Directors would like to state that :

a) in the preparation of annual accounts for the financial year ended 31st March 2022, the applicable accounting standards have been followed;

b) they had selected such accounting policies and applied them consistently and made judgements and estimates that were 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 the year under review;

c) they had taken proper and sufficient care 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) they had prepared the annual accounts for the financial year ended 31st March 2022, on a going concern basis;

e) they had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

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

1. Independent Directors have given declarations that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Salient features of the Nomination and Remuneration Policy is disclosed in the Report on Corporate Governance.

3. Qualification, reservation or adverse remark or disclaimer made by Statutory Auditor & Secretarial Auditor in their report: NIL

4. The particulars of Loans, Guarantees and Investments made by the Company under Section 186 of the Companies Act, 2013 are given in Note. 69 to the Standalone Financial Statements.

5. Disclosure as required under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Note. 70 to the Standalone Financial Statements.

6. There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status and the Companys operations in future.

7. 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: NIL.

8. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure C".

10. Particulars of Employees:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed herewith as "Annexure D".

11. Disclosures of transactions of the listed entity with any person or entity belonging to the promoter / promoter group which hold(s)10% or more shareholding in the listed entity, in the format prescribed in the relevant accounting standards for annual results:

Details are given in Note. 21(f) & 68 to the Standalone Financial Statements.

9. Annual Return:

Annual Return in Form MGT-7 is available at the Companys website www.pricol.com and the weblink:https://pricol.com/Data/annual- report/MGT-7- 2021-22- PRICOL.pdf

12. Number of other board of directors or committees in which a director is a member or Chairperson, including separately the names of the listed entities where the person is a director and the category of directorship:

Disclosed in the Report on Corporate Governance "Annexure E", point no: 2.

13 . Detailed reasons for the resignation of an independent director who resigns before the expiry of his tenure along with a confirmation by such director that there are no other material reasons other than those provided:

Not Applicable

14. Business Responsibility Reporting:

Business Responsibility Reporting as required pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/10/2015 dated 4th November 2015, is annexed herewith as "Annexure F".

15. Details of Subsidiary Companies, Joint Venture and Associate Companies, and their financial position:

The information as required under the first proviso to sub-section (3) of Section 129 in Form AOC-1 is annexed herewith as "Annexure G".

16. Particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:

All the related party transactions entered by the Company during the financial year 2021-22 are in the ordinary course of business and at arms length. Details of material contracts / arrangements / transactions entered at arms length with the related parties as required under section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is annexed herewith as "Annexure H".

17. Details in respect of frauds reported by auditors under section 143(12) of the Companies Act, 2013:

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

18. List of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilisation of funds, whether in India or abroad: Disclosed under the heading "Finance" in this Report.

19. Key Financial Ratios (Explanations for significant change i.e. change of 25% or more as compared to the immediately previous financial year) :

Key Financial Ratios	2021-22	2020-21	% Change	Explanations, if any
i) Debtors Turnover	7.07	7.60	(6.91)
ii) Inventory Turnover	6.10	6.52	(6.42)	Not Applicable
iii) Current Ratio	1.11	1.20	(7.60)
iv) Interest Coverage Ratio	6.57	4.39	49.66
				Reduction in term loans
v) Debt Equity Ratio	0.22	0.44	(49.34)
vi) Operating Profit Margin	6.45	5.53	16.64	Not Applicable
vii)Net Profit Margin (%) or sector-specific equivalent ratios, as applicable.	3.19	1.09	191.65	Increase in sales and improved net profit

20. Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof:

Particulars	2021-22	2020-21	% Change	Explanations, if any
Return on Net Worth	0.08	0.03	172.60	Improvement in net profit

19 . There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

20. There was no instance of one-time settlement with any Bank or Financial Institution.

CORPORATE GOVERNANCE

Your company re-affirms its commitment to good corporate governance practices. The company complies with corporate governance requirements specified in Regulation 17 to 27 and Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, whichever applicable.

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Report on Corporate Governance which forms a part of this Report, has been annexed herewith as "Annexure E". Chief Executive Officer and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Practicing Company Secretarys Certificate regarding compliance of conditions of Corporate Governance, is made a part of this Directors Report. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct for the year 2021-22.

CAUTIONARY STATEMENT

Management Discussion and Analysis forming part of this Report is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such statements may be "forward-looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied, important factors that could make a difference to the Companys operations include economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT

The Board takes this opportunity to place on record appreciation to Customers, Distributors, Dealers, Suppliers, Shareholders, Bankers and Government authorities for their continued support and co-operation during the year under review. The Directors also wish to place on record their appreciation to the employees at all levels for their continued co-operation and commitment.