Vascon Engineers Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting 35th Annual Report on the business and operations of the Company together with the audited financial statements (standalone and consolidated) for the financial year ended March 31, 2020.

1. Financial Highlights

Table 1 gives the financial highlights of the Company for FY2020as compared to the previous financial year, on consolidated and standalone basis.

( lakhs)

Particulars Consolidated Standalone
FY 2020 FY2019 FY2020 FY2019
Net Sales /Income from Business Operations 52091.58 52411.48 36599.98 36345.15
Other Income 1996.86 3689.68 1723.99 2879.51
Total Income 54088.44 56101.16 38323.97 39224.66
Profit /(loss)before Interest and Depreciation 7386.35 4398.87 6230.50 4453.14
Less Interest 1905.36 2631.51 1551.48 2235.49
Profit /(loss)before Depreciation 5480.99 1767.36 4679.01 2217.65
Less Depreciation and amortization 1498.63 1341.72 864.55 798.59
Profit / (loss) after depreciation and Interest 3982.36 425.64 3814.47 1419.06
Exceptional Item
Less Current Income Tax 8.03 3.15 - 1.20
Less Previous year adjustment of Income Tax 1.95 (103.22) - (103.22)
Less Deferred Tax (1.47) (2.05) -
Net Profit after Tax 3973.85 527.76 3814.47 1521.08
Remeasurement of Benefit liabilities/(Assets) 94.38 (62.90) 162.88 (31.61)
Income Tax relating to items that will not be 17.30 8.71 -
reclassified to profit & loss account
Total Comprehensive Income 4085.51 473.56 3977.35 1489.47
Less Minority share of profits / losses 7.35 (157.99) - -
Dividend (including Interim if any and final ) - - - -
Net Profit after dividend and Tax 4078.16 631.55 3977.35 1489.47
Earnings per share (Basic) 2.22 0.39 2.14 0.86
Earnings per Share(Diluted) 2.21 0.39 2.13 0.86

2. COVID-19

The Company witnessed an upward trend in its projects compared to the year before. However, in the last quarter of FY 2019-20, country was severally impacted by Covid19 pandemic, a calamity that has affected almost every country in the world. To curb its spread, India announced nation-wide lockdown on March 24, 2020. This had to a slowdown of our operations towards the end of March 2020. The most significant impact is expected to be reverse mechanism of workers which will impact construction activities across the country. This is expected to cause project delays.

However, during these challenging times, we have prioritized the health and safety of our employees, protected the interest of our stakeholders and strictly adhered to Government Guidelines to ensure minimal impact of our operations.

While the industry at large may be adversely impacted by this pandemic and the recovery phase slowdown, Companys projects which are in pipeline will help to maintain operational momentum. The liquidity position of the Company is adequate to meet the requirements of the operation.

Company has been actively focusing on improving on-site facilities to create safe working environment for workforce. Your company has been working on making the supply chain more efficient as lockdown restrictions are eased.

These measures will not only keep company in tiding over the impact of Covid-19 but also make it more efficient in longtime.

3. Business Performance

The total standalone sales for FY 2020 are Rs 38323.97 lakhs as compared to Rs.39224.66 lakhs for FY 2019. The Company made a PAT of Rs. 3814.47 lakhs in FY 2020 compared to Rs. 1521.08 lakhs in FY 2019.

4. Consolidated Results

The turnover of the Company was Rs 54088.44 lakhs in Financial Year 2020 against Rs. 56101.16 lakhs in FY

2019. Profit after tax before Minority Interest for Financial Year 2020 was Rs. 3973.85 lakhs as compared to Rs 527.76 lakhs in FY 2019.

5. Business Operations & Future Outlook

The company is refocusing on its core area of operations, Viz., EPC and Real Estate. In view of the Governments emphasis on affordable housing, your company has a sharp focus on this segment. While procuring the contract, the company lays emphasis on the priority of the project to the clients, the importance of value add in the project, and a special focus on affordable housing segment. The company has done extensive research on this area and has developed a special expertise on execution of such projects.

We foresee that the quality developers shall have an edge over others due to more stringent regulatory changes in this area. Growth in the Indian economy and likely reduction in interest rates, pickup in housing segment can be expected. With the Government emphasis on

Housing for All and development of affordable housing, your Company shall look for favorable opportunities in this niche segment.

6. Credit Rating:

The Companys financial prudence is reflected in the credit ratings ascribed by Rating Agency as given below:

Instrument Rating Agency Rating Outlook
Long Term Instrument ACUITE BBB- Negative
Short Term Instrument ACUITE A3 NA

7. Transfer to Reserves

The Company has not proposed to transfer any amount to the General Reserve.

8. Dividend

In order to preserve the cash flow to tide over the extraordinary situation due to Covid-19, the Company does not recommend any dividend.

9. Share Capital

The total issued, subscribed and paid-up share of the Company is Rs.17,813.67 lacs consisting of 17,81,36,716 equity shares of Rs. 10 each fully paid up on the date of this Report.

There was no change in the share capital under review.

10. Fixed Deposits

The details of deposits accepted during the year FY 2020 under review are as below:

(Rs. in lakhs)

Particulars Amount
Amount accepted during the year 32
Amount remained unpaid or None
unclaimed as at the end of the year. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved. No
i) at the beginning of the year
ii) maximum during the year
iii) at the end of the year

All deposits are in compliance with the requirements of

Companies Act, 2013.

11. Change in the Nature of Business, if any

During the year, there was no change in the nature of business of the Company or any of its subsidiaries.

12. Material Changes and Commitments affecting the

Financial Position of the Company

There are no material changes affecting the financial position of the Company subsequent to the close of the

FY 2020 till the date of this report.

13. Adequacy of Internal Financial Controls with Reference to the Financial Statements

The Board has adopted systems, policies and procedures for efficient conduct of business, operations, safeguarding its assets and prevention of frauds. This ensures accuracy and completeness of accounting records and its timely preparation.

14. Subsidiaries, Associates and Joint Ventures

During the year under review, there were no changes with respect to Subsidiaries, Associates and Joint Ventures. The list of subsidiaries and associates of your Company as on March 31, 2020 forms a part of MGT-9 (extract of Annual Return) which is annexed as "Annexure-VI" to the Boards Report.

As per Section 129(3) of the Companies Act, 2013, where the Company has one or more subsidiaries, it shall, in addition to its financial statements, prepare a consolidated financial statement of the Company and of all subsidiaries in the same form and manner as that of its own and also attach along with its financial statement, a separate statement containing the salient features of the financial statement of its subsidiaries.

In accordance with the above, the consolidated financial statement of the Company and all its subsidiaries and joint ventures prepared in accordance with Accounting Standards 21 and 27 as specified in the Companies (Accounts) Rules, 2014, form part of the annual report. Further, a statement containing the salient features of the financial statement of our subsidiaries and joint ventures in the prescribed Form AOC-1, is attached as "Annexure-I" to the Boards Report. This statement also provides the details of the performance and financial position of each subsidiary.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements and related information of the subsidiaries, where applicable, will be available for inspection on demand in electronic mode. These will also be available on our website at

15. Particulars of Loans, Guarantees Or Investments The Company makes investments or extends loans/ guarantees to its wholly owned subsidiaries for their business purpose. Details of loans, guarantees and investments covered under Section 186 of the Companies

Act, 2013, along with the purpose for which such loan or guarantee is proposed to be utilized by the recipient, form part of the notes to the financial statements provided in this annual report.

16. Corporate Governance and Additional Shareholders Information Your company practices a culture that is built on core and ethical values. A detailed report on the Corporate Governance systems and practices of the Company is given separately in this annual report.

A certificate confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

17. Awards and Recognitions:

During F.Y. 2019-20, your Company had received 13 awards. They are: for 1. Sampoorna Pune Certificate CSR Champions Vascon Engineers Ltd. (2019)

2. Times Realty Icon Best Super Luxury Segment Home Windermere (East Pune)(2019)

3. Citation of Excellence for promoting Swiss Excellence by Geberit Vascon Engineers Ltd.

4. 11th Realty+ - Affordable Housing Project of the Year Non Metro Citron. (2019)

5. 11th Estate Awards Ultra Luxury Residential Project of the year (West)(2019) - Windermere

6. CEO Magazine Best places to work for(2019)

7. Fortune Next 500(2019)

8. ACEF Asian Business Leadership Award

Mr. Siddharth Vasudevan

9. Femina Punes most powerful 2019-20

Mr. Siddharth Vasudevan Moorthy

10. Corp Comm & PR Excellence awards 2020 Best Engagement for Target Community - Vascon Goodlife.

11. Realty+ Excellence awards 2020, Pune Affordable housing project of the year Vascon Goodlife

12. Realty+ Excellence awards 2020, Pune Ultra luxury lifestyle project of the year Windermere. 13. Sakal Achievers of Maharashtra 2020, Real-Estate

Mr. Siddharth Vasudevan Moorthy

18. Management Discussion and Analysis

A detailed report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 of the

SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is provided as a separate chapter in the annual report.

19. Board of Directors and Key Management Personnel

Appointment/Re-appointment of Directors

1. Re-appointment of Mr. V. Mohan and Mr. K. G. Krishnamurthy as Independent Directors for the Second Term: Mr. V. Mohan and Mr. K. G. Krishnamurthy were reappointed as Independent Directors of the Company at the 34th Annual General Meeting of the Company held on September 23, 2019 for a second term of five years by passing of special resolution.

2. Retirement by Rotation of Ms. Sowmya Aditya Iyer As per Section 152 of the Companies Act, 2013, Ms. Sowmya Aditya Iyer, Non-Executive Director of the Company retires by rotation at the forthcoming 35thAGM and being eligible, seeks re-appointment. The brief profile of Ms. Sowmya Aditya Iyer is covered under Report of Corporate Governance which forms a part of this report. Ms. Sowmya Iyer is not debarred or disqualified from holding the office of Director by virtue of any SEBI Order or any other such authority, pursuant to circulars dated 20th June, 2018 issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by the listed companies.

Declaration by Independent Directors

All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of Independence as provided under Section

149(6) of the Companies Act, 2013 and Regulation

16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board of the Company after taking these declarations on record and acknowledging the veracity of the same, concluded that the Independent

Directors are persons of integrity and possess the relevant proficiency, expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management of the Company.

In accordance with the provisions of Section 150 of the Act read with the applicable Rules made thereunder, the Independent Directors of the

Company have registered themselves in the data bank of Independent Directors maintained by the

Indian Institute of Corporate Affairs, ["llCA"]. The Independent Directors unless exempted, are required to pass an online proficiency self-assessment test conducted by llCA within one year from the date of their registration in the llCA databank.

Pursuant to the above, the Company has received Declarations of compliance under Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, from all the Independent Directors of the Company confirming that they have registered their names in the data bank of Independent Directors maintained with the IICA.

The Company has received Form DIR-8 from all Directors pursuant to Section 164(2) and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Brief Profile of the Directors seeking appointment/re-appointment has been given in the Explanatory Statement to the Notice of the ensuing Annual General Meeting.

Key Managerial Personnel (KMPs)

For the purposes of the provisions of Section 203(1) (i) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following officers of the Company are hereby designated as the Key Managerial Personnel of the Company: Dr. Santosh Sundararajan, Chief Executive Officer; Mrs. Vibhuti Darshin Dani, Company Secretary and Compliance Officer and Mr. Somnath Biswas as Chief Financial Officer.

During the year under review, Mr. D. Santhanam retired as Chief Financial Officer of the Company as on August 31, 2019.

Mr. Somnath Biswas was promoted as Chief Financial Officer of the Company w.e.f. September 1, 2019.

Mr. D Santhanam has been associated with the Company since inception, and has had an illustrious career spanning of more than 30 years of service. Mr. D Santhanam was part of the founding team of the

Company and its subsidiaries and joint venture(s). His vast experience in financial reporting and processes, expertise in fiscal management and in streamlining various major functions like Finance & Accounts and Treasury was pivotal in the growth and diversification initiatives of the Company.

The Board has placed on record its deep appreciation of Mr. D. Santhanams immense contribution and valuable services during his long association with the Company and acknowledged his outstanding experience and expertise in serving the Company.

The Board also welcomed Mr. Somnath Biswas as Chief Financial Officer of the Company. Remuneration and other details of Key Managerial Personnel are provided in form MGT-9 which is set out at "Annexure VI" to Boards Report.

20. Meetings:

A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared and circulated in advance to Directors of your Company. The Board of Directors of your Company met 7 times during the

Financial Year 2019-20(including a separate meeting of Independent Directors). The maximum gap between two Board Meetings did not exceed 120 days.

Details of Board Meetings are laid down in Corporate Governance Report which forms a part of this Report.

21. Performance Evaluation

As per provisions of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, an evaluation of the performance of the Board of Directors and Members of the Committees was undertaken. Schedule IV of the Companies Act states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The policy is attached at Annexure D to Corporate Governance Report.

Accordingly, the evaluation of all the Directors individually and the Board as a whole including members of Committees was conducted based on the criteria and framework adopted by the Board. The contribution and impact of individual Directors and Committee Members was reviewed through a peer evaluation, on parameters such as level of engagement and participation, flow of information, independence of judgment, conflicts resolution and their contribution in enhancing the Boards overall effectiveness. None of the Independent Directors are due for reappointment.

During the year under review, the Independent Directors of the Company met on January 31, 2020, inter-alia, for: i. Evaluation of performance of Non-Independent

Directors and the Board of Directors of the Company as a whole. ii. Evaluation of performance of the Chairman of the

Company, taking into views of Executive and Non-

Executive Directors. iii. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

22. Appointment Of Directors And Remuneration Policy

The assessment and appointment of members to the

Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise and specific qualification required for the position. The potential Board member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations.

In accordance with Section 178(3) of the Companies Act, 2013, Regulation 9(4) of the Listing Regulations and on recommendations of the Nomination and Remuneration

Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel and Senior Management. The policy is attached as an Annexure A to the Corporate Governance report.

23. Audit Committee

The composition of Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with rules issued thereunder and Regulation 18 of

SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The Audit Committee of the Board of Directors consists of three Independent Directors and one

Whole Time Director. The members of Audit Committee financial are financially management. Presently, the Committee comprises of Mr. V. Mohan, Independent Director and Chairman, Mr. K. G. Krishnamurthy, Independent Director & Member and Mr. Mukesh Malhotra, Independent Director & Member and Mr. R. Vasudevan, Chairman and Member of the Committee of the Board.

Mrs. Vibhuti Darshin Dani acts as Secretary of the Committee.

The Board has accepted all recommendations made by the Audit Committee during the year.

24. Business Risk Management

The Company has established a well documented and robust risk management framework under the provisions of Companies Act, 2013. Under this framework, risks are identified across all business process of the Company on continuous basis. Once identified, systematically by categorizing them. It has been identified as one of the Key enablers to achieve the Companys objectives. Increased competition, impact of recessionary trends on the award of jobs and man power attrition are some of the major risks faced in the industry. However, your company has adopted risk mitigation steps so as to protect the profitability of the business.

25. Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, your Directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs company at March 31, 2020 and of the profit of the company for that period;

3. They had taken proper and maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They had prepared the annual accounts on a going concern basis; and

5. They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating

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

26. Secretarial Standards:

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meeting of Board of Directors and ‘General Meetings respectively have been duly followed by the Company.

27. Related Party Transactions

All transactions entered into with Related Parties as defined under Section 2(76) of the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, ("The Listing Regulations"), during the financial year were in the ordinary course of business and at an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. No material Related Party Transactions i.e. transactions exceeding 10% of the annual consolidate turnover as per the last audited financial statement, were entered during the year by your company. There were no transactions with related parties which require compliance under Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Suitable disclosure as required by Indian Accounting Standards (IND AS 24) has been made in the notes forming part of Financial Statements. The particulars of Related Party transactions in prescribed form AOC-2 are attached herewith at "Annexure-II".

28. Vigil Mechanism / Whistle Blower Policy

The Company promotes ethical behavior in all its business activities and has established a vigil mechanism for its directors, senior management and employees associates with the Company.

The Company has Whistle-Blower policy (Whistle-Blower/ Vigil Mechanism) to report concerns. Under this policy, provisions have been made to safeguard persons who use this mechanism from victimization and make provisions for direct access the Chairman of Audit Committee.

The details of the procedure are also available on the Companys website services

29. Auditors

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s Sharp & Tannan Associates, Chartered Accountants have been appointed as Statutory Auditors of the Company for a period of 5 years from the conclusion of 34th Annual General Meeting.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Mr. Kulbhushan D. Rane, of K.D. Rane & Associates, Practicing Company

Secretary was appointed to conduct the Secretarial Audit of the Company for FY 2020. The secretarial audit report for FY 2020 is attached as "Annexure-III".

For FY 2020-2021, based on the consent received from K.D. Rane & Associates, Practicing Company Secretary and on the recommendations of the Audit Committee, the Board has appointed K D Rane & Associates, Practicing Company Secretary, as Secretarial Auditor of the Company for FY 2021.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company maintains the cost audit records. Your Board has, on the recommendation of the Audit Committee, appointed Mrs. Varsha S. Limaye, Cost Accountants (Membership No.12358) as cost auditors of the Company for the FY 2021 at a remuneration of Rs. 2,50,000/- (Rupees Two Lacs Fifty Thousand Only) plus applicable taxes as may be applicable.

30. Boards Response on Auditors Qualification,

Reservation Or Adverse Remark Or Disclaimer Made

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in their report for the financial year ended March 31, 2020 except:-

Statutory Auditors comment on delay in payment of statutory dues in their Annexure to the report:-

Reply :- The Company is planning to pay dues from normal routine cash flows.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report for the Financial Year ended March 31, 2020.

31. Reporting of Frauds

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud during the year under review.

32. Significant and Material


During FY 2019-20, there were no significant material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Companys operations in future.

33. Corporate Social Responsibility Initiatives

Vascon has been an early adopter of Corporate Social

Responsibility initiatives. The Company works with Vascon Moorthy Foundation (‘VMF) towards improving healthcare, supporting child education and many such activities for the welfare of the Society.

As per Section 135 of the Companies Act, 2013, the Company has a Corporate Social Responsibility (CSR)

Committee of its Board of Directors. Our Corporate Social Responsibility Committee comprises Mr. R. Vasudevan, Chairman of the Committee, Mr. V. Mohan, Member and Ms. Sowmya Aditya Iyer, Member.

During the year, the Committee monitored the implementation and adherence to the CSR policy. Our CSR policy provides a constructive framework to review and organize our social outreach programs in the areas of health, livelihood and education. The policy enables a deeper understanding of outcome focused social development through diverse collaborations. During the year under review, Company spent Rupees 25 lakhs towards CSR activities.

The Report on CSR activities of the Company is attached as "Annexure-IV" The CSR Policy of the Company duly amended, is hosted on the Companys website at the web-link: https://www.

34. Information Required Under Sexual Harassment Of

Women At Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Companys office premises or women service providers are covered under this Policy.

All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee

(ICC) under the POSH Act to redress complaints received regarding sexual harassment.

The necessary disclosure in terms of requirements of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 in this regards is given below:

a. No. of complaints filed during the Financial Year: Nil

b. No. of complaints disposed off during the Financial Year: Nil

c. No. of complaints pending as on end of Financial Year: Nil

35. Transfer of unpaid and unclaimed amounts to Investor Education And Protection Fund (‘IEPF) with 5 star rating issued by

Adhering to the various requirements set out in the

Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company had transferred to the IEPF Authority all shares in respect of which dividend had remained unpaid or unclaimed for seven consecutive years or more as on the due date of transfer i.e. November 15, 2018. Details of shares transferred to the IEPF Authority are available on the website of the Company and the same can be accessed through the link investors/shares-information. The said details have also been uploaded on the website of IEPF Authority and the same can be accessed through the link:

Members may note that shares as well as dividend transferred to IEPF Authority can be claimed back from them. Concerned members/investors are advised to visit the weblink: or contact Kfintech for lodging claim for refund of shares and/or dividend from the IEPF Authority.

36. Employees Stock Option Schemes

During the year under review, no options were granted to eligible employees under ESOS Scheme 2017. The Scheme is in line with the Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SBEB Regulations"). There were no material changes made to the scheme during the year under review. The the Company has received a certificate Company that the scheme is implemented in accordance with the SBEB Regulations and the resolutions passed by by the members. The certificate members in electronic mode. The details as required to be disclosed under the SBEB Regulations are put up on the Companys website and can be accessed at https://www. During the year under review, your company has not allotted shares under Employees Stock Option Scheme.

37. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as "Annexure-V".

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of limits set out in said rules forms part of the annual report.

38. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The Company focuses on conservation of energy in its projects. Many of our projects are eco-friendly. One of our project (Windermere) is duly certified by IFBC- Pre-Certified Project issued by Indian green Building Council. Company has also received another certificate- Eco housing Certificate and Technology.

We focus on preserving natural resources like trees, canals and other resources while designing the projects.

Our Company has not imported any technology or other items, or carried on the business of export or import. Therefore, the disclosure requirements against technology absorption are not applicable to the Company.

During the year under review, total Foreign Exchange Earnings and Outgo is as under:

(Rs. In lakhs)

Particulars FY 2020 FY 2019
Foreign Exchange Earning 0 307.32
Expenditure in Foreign Exchange 38.56 6.98

39. Extract of the Annual Return

The details forming part of the extract of the annual return in Form MGT-9 is attached as "Annexure-VI".

40. Acknowledgement

Your Directors would like to acknowledge and place on record their sincere appreciation for the assistance and co-operation received from Financial Institutions, Banks, Government Authorities, Shareholders, Investors and Business Partners.

Yours Directors also wish to place on record the deep sense of appreciation for the committed services by the Company executives and staff.