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You can view full text of the latest Director's Report for the company.

BSE: 517530ISIN: INE130B01031INDUSTRY: Telecom Cables

BSE   ` 17.10   Open: 15.75   Today's Range 15.75
17.19
+0.69 (+ 4.04 %) Prev Close: 16.41 52 Week Range 8.68
20.95
Year End :2023-03 

Surana Telecom and Power Limited

The Directors have pleasure in presenting the 34th Annual Report of your Company and the Audited Financial Statements for
the financial year ended on 31st March, 2023, together with Auditors' Report thereon.

FINANCIAL RESULTS:

The performance of the Company during the year has been as under:

(Amount in Lakhs)

Particulars

Standalone Results

Consolidated Results

2022-23

2021-22

2022-23

2021-22

Sales and other Income

2694.28

2061.19

3733.74

3332.24

Profit before Depreciation and Interest

1480.67

1365.06

1756.67

2387.17

LESS:

Depreciation & Amortization

465.90

482.66

1014.42

1097.73

Interest

129.60

291.19

154.24

368.74

Profit for the year

885.17

591.21

588.01

920.69

Profit before Taxation

885.17

591.21

588.01

920.69

Provision for Taxation:

Current Tax

147.80

98.70

194.65

161.70

Deferred Tax

0.58

5.10

(38.41)

(32.60)

Taxes for earlier years

-

-

(0.64)

-

Profit after Tax

736.79

487.41

432.41

791.60

Add: Other Comprehensive Income

140.49

60.07

140.49

60.07

Total Comprehensive Income for the year

877.27

547.48

572.89

851.66

Less: Minority Interest (Current year's Profit/loss)

-

-

106.28

142.11

Add: Share in Net Profit of Associate Company

-

-

94.66

34.95

Surplus brought forward from previous year

4972.91

4425.43

5550.52

4806.02

Balance carried forward to Balance Sheet

5850.19

4972.91

6111.80

5550.52

PERFORMANCE:

During the year under review, the Income from Operations
of the Company is
' 1710.93 lacs as against ' 1770.04 lacs
in the previous year. The Profit before Tax (PBT) stood at
' 885.17 lacs as against ' 591.21 lacs in the previous year.
The Profit after Tax (PAT) stood at ' 736.79 lacs as against
' 487.41 lacs in the previous year. The Earnings per Share
(EPS) for the year ended 31.03.2023 is ' 0.54 as against
' 0.36 in the previous year ended 31.03.2022.

OPERATIONS:

The Company's solar power projects of 5 MW each, one
located at Gujarat Solar Park, Charanka Village, Santalpur
Taluq, Patan District, Gujarat State and other at Munipally
Village, Sadashivpet, Medak District, Telangana State are
operating successfully and generating steady income. The
later project is supplying power to Tata Communications
Ltd. through open access route under PPA for a period of
10 years effective from January 2019.

The Subsidiaries viz., Surana Solar Systems Pvt. Ltd.
(SSSPL), Bhagyanagar Green Energy Pvt. Ltd. (BGEPL) and

Aryavaan Renewable Energy Pvt. Ltd. (AEPL) are having
5 MW Solar Power projects each, situated at Shankapur
Village, Shankarampet Mandal, Medak District, Telangana
State, Peddaumanthal Village, Pudur Mandal, Ranga Reddy
District, Telangana State and Barhara Village, Sarila Tehsil,
Hamirpur District, Uttar Pradesh respectively. SSSPL has
renewed its PPA with Bhagyanagar India Limited for a period
of 10 years effective from September 2019. AEPL has long
term PPA with Uttar Pradesh Power Corporation Ltd and
BGEPL s having long term PPA with TSSPDCL effective
from September 2019.

Tejas India Solar Energy Pvt. Ltd., a wholly owned subsidiary
had Set up a 3MW Solar Power Plant at Gajwel Mandal,
Medak District, Telangana since the financial year 2016¬
17. The project could not take off due to non-receipt of
open access approval by TSSPDCL despite of order for
synchronization from Telangana State Electricity Regulatory
Commission and Appellate Tribunal for Electricity, Delhi. As
efficiency and value of the plant has eroded significantly due
to technological obsolesce, wear and tear and a major fire
accident. In view of the above, management has decided to
abandon the project and the Machinery was put up for sale.

In view of the abandonment of the project, the fair value of
the equity investment was restated and the business loss
(due to permanent diminution in the value of investment in
the subsidiary company which is in the same line of business)
has been duly accounted.

1 MW solar power plant situated at Urukonda village,
Nagarkurnool District, Telangana State is running successfully.
Power is supplying to Suryalata Spinning Mills Limited as
per PPA for a period of 25 years at a price of ' 5.00 per
unit under RESCO model.

The Company has installed cumulative capacity of 1 MW
roof top solar project through EPC for various customers in
Telangana State.

SUBSIDIARIES / ASSOCIATES:

Your company has four (4) subsidiary companies and one (1)
associate company as on 31.03.2023 as mentioned below.
Further there has been no material changes in the nature of
business of the subsidiaries except that of Tejas India Solar
Energy Private Limited which has abandoned the project
due to non-receipt of required approvals from TSSPDCL.

Sr.

No.

Name of the Company

Percentage
(%) of

Shareholding

Subsidiary/Wholly Owned Subsidiary Companies:

1.

Surana Solar Systems Private
Limited

51.00

2.

Tejas India Solar Energy Private
Limited

100.00

3.

Bhagyanagar Green Energy Private
Limited

58.15

4.

Aryavaan Renewable Energy Private
Limited

51.00

Associate Company:

1.

Surana Solar Limited

41.43

In terms of proviso to sub-section (3) of Section 129 of the
Companies Act,2013, the salient features of the financial
statement of the subsidiaries and associates is set out in
the prescribed Form AOC-1, which forms part of the Annual
Report. Pursuant to the provisions of Section 136 of the
Companies Act, 2013, the consolidated financial statements
of the company along with relevant documents are made
available on the website of the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements are prepared in
accordance with Indian Accounting Standards (Ind AS) as
per the Companies (Indian Accounting Standards) Rules,
2015, as amended and notified under Section 133 of the
Companies Act, 2013 and other relevant provisions of the
Companies Act, 2013.

The Consolidated Financial Statements for the financial year
ended 31st March, 2023 forms part of the Annual Report. As
per the provisions of Section 136 of the Companies Act, 2013,
the Company has placed separate Audited accounts of its
Subsidiaries on its website
www.suranatele.com and a copy
of separate Audited Financial Statements of its Subsidiaries
will be provided to shareholders upon their request.

SECRETARIAL STANDARDS:

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

SHARE CAPITAL:

The paid-up Share Capital of the Company as on 31st March,
2023 is ' 13,57,59,963 divided into 13,57,59,963 equity
shares of Re. 1/- each. During the year under review, there
is no change in share capital of the company.

TRANSFER TO RESERVES:

The Board of Directors of the Company have not
recommended for transfer of any amount to the General
Reserve for the financial year ended 31st March, 2023.

DIVIDEND:

The Board of Directors have not recommended dividend for
the financial year 2022-23 and have decided to retain the
profits for proposed future growth plans.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as
required under Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, forms an
integral part of this Report and gives details of the overall
industry structure, developments, performance and state
of affairs of the Company's business, internal controls and
their adequacy, risk management systems and other material
developments during the financial year.

Management Discussion and Analysis Report is presented
in a separate section and forms part of the Annual Report
as Annexure-II.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Corporate Social Responsibility reflects the strong commitment
of the Company to improve the quality of life of the workforce
and their families and also the community and society at
large. The Company considers social responsibility as an
integral part of its business activities.

The CSR activities of the Surana Group are guided by the
vision and philosophy of its founding father, Shri G Mangilal
Surana, who embodied the value of trusteeship in business
and laid the Foundation for its ethical and value-based
functioning. The core elements of CSR activities include
ethical functioning, respect for all stake-holders, protection
of human rights, providing of medical facilities and care for
the environment.

During the year, the Company has spent ' 8,66,002/- on
CSR activities.

A report on Corporate Social Responsibility as per Rule 8 of
the Companies (Corporate Social Responsibility Policy) Rules,
2014 is annexed to this Board's Report as
Annexure-III.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 of the
Companies Act, 2013, with respect to the Directors'

Responsibility Statement, the Board of Directors of the
Company hereby confirms:

(a) That the preparation of the annual accounts for the
financial year ended 31st March, 2023, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

(b) That the directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of
affairs of the company at the end of the financial year
2022-23 and of the profit and loss of the company for
that period;

(c) That the directors have taken proper and sufficient
care for the 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;

(d) That the directors have prepared the annual accounts
for the financial year ending on 31st March, 2023, on a
going concern basis;

(e) That the directors have laid down Internal Financial
Controls to be followed by the company and that such
Internal Financial Controls are adequate and were
operating effectively; and

(f) That the Directors have devised proper systems to
ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating
effectively.

STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS:

The Independent Directors have submitted the declaration
of independence, as required pursuant to sub-section (7) of
section 149 of the Companies Act, 2013 and Regulation 25(8)
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 stating that they meet the criteria of
independence as provided in sub-section (6) of Section 149
and Regulation 16(1 )(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination
& Remuneration Committee, framed a policy which lays
down a framework in relation to selection, appointment and
remuneration of Directors, Key Managerial Personnel and
Senior Management of the Company.

During the year under review, there has been no change
to the Policy. The Nomination and Remuneration Policy of
the Company is available on the website of the Company
and can be accessed at the following web link: http://www.
suranatele.com/code-of-conduct-policies.html

PARTICULARS OF LOANS, GUARANTEES, SECURITIES
AND INVESTMENTS:

The details of Loans, Guarantees, Securities and Investments
made during the financial year ended 31 st March, 2023, are
given in the notes to the Financial Statements in compliance

with the provisions of Section 186 of the Companies Act,
2013 read with Companies (Meetings of Board and its
Powers) Rules, 2014.

RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties for the year
under review were on arm's length basis and in the ordinary
course of business. There are no materially significant related
party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest
of the Company at large. All Related Party Transactions are
placed before the Audit Committee and also the Board for
approval, where ever required. Prior omnibus approval of the
Audit Committee is obtained for the transactions which are
of a foreseeable and repetitive nature. A statement giving
details of all related party transactions entered into pursuant
to the omnibus approval so granted are placed before the
Audit Committee and the Board of Directors on a quarterly
basis. The Company has developed a Policy on Related Party
Transactions for the purpose of identification and monitoring of
such transactions. The policy on Related Party Transactions
as approved by the Board is uploaded on the Company's
website
http://www.suranatele.com/codes-and-policies.html.

The particulars of contracts or arrangements with related
parties referred to in sub-section (1) of section 188 is prepared
in Form AOC-2 pursuant to clause (h) of the Companies
(Accounts) Rules, 2014 and the same is annexed herewith
as ‘Annexure-IV' to this Report.

AUDIT COMMITTEE:

The Audit Committee consists of Shri. Mayank Sanghani
(Independent Director) as Chairman, Shri N Krupakar Reddy
(Independent Director), Smt. Sanjana Jain (Independent
Director) and Shri. Narender Surana (Managing Director)
as members. The Committee inter alia reviews the Internal
Control System, Reports of Internal Auditors and compliance
of various Regulations. The Committee also reviews the
financial statements before they are placed before the Board.

The recommendations made by the Audit Committee to the
Board, from time to time during the year under review, have
been accepted by the Board. Other details with respect to
the Audit Committee such as its terms of reference, the
meetings of the Audit Committee and attendance thereat
of the members of the Committee, are separately provided
in this Annual Report, as a part of the Report on Corporate
Governance.

ANNUAL RETURN

The Annual Return in Form MGT-7 is available on the
Company's website, the web link for the same is
http://www.
suranatele.com/annual-reports.html
.

PARTICULARS IN RESPECT OF CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The information on Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and outgo required to
be disclosed under Section 134(3)(m) of the Companies Act,
2013, read with Rule 8 of the Companies (Accounts) Rules,

2014 are provided in‘Annexure-I' forming part of this Report.
RISK MANAGEMENT POLICY:

In terms of the requirement Section 134(3)(n) of the
Companies Act, 2013 and Regulation 21 of Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company
has developed and implemented the Risk Management
Policy. The Audit Committee has additional oversight in the
area of financial risks and controls. Major risks identified by
the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. The
development and implementation of risk management policy
has been covered in the management discussion and
analysis report, which forms part of this report. At present
the Company has not identified any element of risk which
may threaten the existence of the company.

EVALUATION OF THE BOARD, COMMITTEES,
INDEPENDENT DIRECTORS, INDIVIDUAL DIRECTORS
AND CHAIRPERSON OF THE COMPANY:

During the year under review, the Independent Directors of the
company in terms of Schedule IV and Regulation 25(3)(4) of
SEBI (LODR) Regulations, 2015, evaluated the performance
of the Board as a whole, each Non-Independent Director
and the Chairperson of the Company. Further, in terms of
Section 178(2) of the Companies Act, 2013, the Nomination
and Remuneration Committee evaluated the performance
of the Board as a whole and the Individual Directors. The
Board also as per the provisions of Regulation 17(10) of
SEBI (LODR) Regulations, 2015, evaluated the performance
of the Independent Directors and the Committees of the
Board in terms of Section 134(3)(p) of the Companies Act,
2013, read with Rule 8(4) of the Companies (Accounts)
Rules, 2014. The evaluations are done on the basis of a
structured questionnaire which contains evaluation criteria
taking into consideration various performance related aspects.
The Board of Directors has expressed their satisfaction with
the evaluation process.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review Mrs. Vinita Surana has resigned
from the post of Chief Financial Officer w.e.f July 23, 2022
and in whose place Mr. T R Venkataramanan was appointed
as Chief Financial Officer w.e.f November 12, 2022. Mr. Abdur
Rahman, Company Secretary has resigned from the post of
Company Secretary, further there were no new appointment
or resignation of director.

In compliance with the Companies Act, 2013, Shri. Devendra
Surana, DIN:00077296, Director of the Company retires by
rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment.

Further Mrs. Mansa Thakur is been appointed as a
Company Secretary w.e.f. April 10, 2023 and Shri. Baunakar
Shekarnath, Whole-time Director has resigned from the Board
of Directors on 02.08.2023.

Pursuant to the provisions of Section 203 of the Companies
Act, 2013, Shri. Narendra Surana, Managing Director, Shri.
Baunakar Shekarnath, Whole-time Director (till 02.08.2023),
Mr. T R Venkataramanan, Chief Financial Officer and Mrs.
Mansa Thakur, Company Secretary are Key Managerial

Personnel of the Company.

MEETINGS OF THE BOARD:

During the financial year under review, 6 (Six) Board Meetings
were convened and held. The details of the meetings are
given in the Corporate Governance Report. The intervening
gap between the meetings was within the period of 120
days as prescribed under the Companies Act, 2013 and
Regulation 17 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

DEPOSITS:

The Company has not accepted any deposits in terms of
Section 73 or Section 76 of the Companies Act, 2013 and as
such, no amount on account of principal or interest on public
deposits was outstanding as on the date of the balance sheet.

LISTING OF EQUITY SHARES:

The Company's equity shares are listed on the following
Stock Exchanges:

(i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai - 400 001, Maharashtra, India; and

(ii) National Stock Exchange of India Limited, Exchange
Plaza, Floor 5, Plot No. C/1, G Block, Bandra -Kurla Complex,
Bandra (East), Mumbai - 400 051, Maharashtra, India.

The Company has paid the Annual Listing Fees to the Stock
Exchanges for the financial year 2023-24.

STATUTORY AUDITORS:

M/s Luharuka & Associates, Chartered Accountants were
re-appointed as Statutory Auditors of the Company at the
Annual General Meeting held on 20th August, 2022, for a
term of five consecutive years from the conclusion of 33rd
Annual General Meeting till the conclusion of the 38th Annual
General Meeting to be held in the year 2027.

M/s. Luharuka & Associates, Chartered Accountants, have
confirmed that they are not disqualified from continuing as
Auditors of the Company.

There are no qualifications, reservations or adverse remarks
made by M/s Luharuka & Associates, Chartered Accountants,
Statutory Auditors, in their report for the Financial Year ended
31st March, 2023. The Statutory Auditors have not reported
any incident of fraud to the Audit Committee of the Company
in the year under review.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the
Audit Committee has appointed M/s. Sekhar & Co., Chartered
Accountants as the Internal Auditors of your Company. The
Internal Auditors are submitting their reports on quarterly basis
to the Audit Committee and Board of Directors.

The Board of Directors of the Company have re-appointed
M/s Sekhar & Co., Chartered Accountants as Internal Auditors
to conduct Internal Audit for the financial year ended 31st
March, 2024.

COST AUDITORS:

The Company has maintained cost records as specified by
Central Government under Section 148(1) of Companies

Act, 2013 and such records have been audited by the Cost
Auditor pursuant to Companies (Cost Records and Audit)
Rules, 2014.

M/s. Lavanya & Associates, Cost Accountants, Hyderabad,
has been appointed by the Board, on recommendations of
Audit Committee, as Cost Auditor for conducting audit of
the cost accounts maintained by the Company relating to
Base Metals and Electricity for the financial year 2022-23.

The Cost Auditors' Report of financial year 2022-23 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.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013, your Company had appointed Mrs. Rakhi Agarwal,
Company Secretary in Practice, Hyderabad, as its Secretarial
Auditor to conduct the Secretarial Audit of your Company
for financial year 2022-23.

The Report of the Secretarial Auditor for the financial year
2022-23 is annexed to this report as Annexure-V.

There were no qualifications, reservation or adverse remark
or disclaimer made by Secretarial Auditor in its report.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN
SUBSIDIARIES:

The Secretarial Audit of the material subsidiaries, M/s.
Aryavaan Renewable Energy Private Limited, M/s. Surana
Solar Systems Private Limited and M/s. Bhagyanagar Green
Energy Private Limited for the financial year 2022-23 was
carried out pursuant to Section 204 of the Companies Act,
2013 and Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The
Secretarial Audit Report submitted by Mrs. Rakhi Agarwal,
Company Secretary in Practice, does not contain any
qualification, reservation or adverse remark or disclaimer.
The secretarial audit report of Material Subsidiaries are
annexed to this report as Annexure - VI (a), Annexure - VI
(b) and Annexure - VI (c).

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the financial year
2022-23 for all applicable compliances as per Securities and
Exchange Board of India Regulations and Circulars/Guidelines
issued thereunder. The Annual Secretarial Compliance Report
duly signed by Mrs. Rakhi Agarwal, Company Secretary in
Practice, has been submitted to the Stock Exchanges and
is annexed at ‘Annexure VII' to this Board's Report.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Internal
Auditors and Secretarial Auditor have not reported any
instances of frauds committed in the Company by its Officers
or Employees to the Audit Committee under section 143(12)
of the Companies Act, 2013, details of which needs to be
mentioned in this Report.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and
adopted practices in conformity with the Code of Corporate

Governance as per the requirements of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015.

A separate report on corporate governance practices
followed by the Company, together with a Certificate from
the Company's Auditors confirming compliances forms an
integral part of this Report.

VIGIL MECHANISM- WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy
establishing vigil mechanism to provide a formal mechanism
to the Directors and employees to report concerns about
unethical behavior, actual or suspected fraud or violation of
Code of Conduct and Ethics. It also provides for adequate
safeguards against the victimization of employees who avail
the mechanism and provides direct access to the Chairperson
of the Audit Committee in exceptional cases. It is affirmed
that no personnel of the Company have been denied access
to the Audit Committee. The policy of vigil mechanism is
available on the Company's website. The Whistle Blower
Policy aims for conducting the affairs in a fair and transparent
manner by adopting highest standards of professionalism,
honesty, integrity and ethical behavior.

PARTICULARS OF EMPLOYEES:

A. Disclosures with respect to the remuneration of Directors
and employees as required under Section 197(12)
of Companies Act, 2013 and Rule 5 (1) Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided as follows:

(i) The ratio of the remuneration of each director to
the median remuneration of the employees of the
company for the financial year;

Name of the Director

Ratio to Median

Remuneration

Shri. Narender Surana, MD

23.76

Shri. Devendra Surana, Director

NA

Shri. Baunakar Shekarnath, WTD

1.46

(ii) The percentage increase in remuneration of each
Director, Chief Financial Officer, Chief Executive
Officer, Company Secretary or Manager, if any,
in the financial year;

Name of Person

% increase in remu¬
neration

Mr. Narender Surana, MD

0.00

Mr. Baunakar Shekarnath, WTD

7.50

Mr. T R Venkataramanan, CFO*

NA

Mr. Abdur Rahman, CS**

NA

* Mr. T R Venkataramanan appointed as CFO w.e.f.

12.11.2022

**Mr. Abdur Rahman Resigned as CS w.e.f. 11.10.2022.

(iii) The percentage increase/(decrease) in the median
remuneration of employees in the financial year
is (9.35%).

(iv) There were 18 permanent employees on the rolls
of company as on March 31, 2023.

(v) Average percentile increase already made in the
salaries of employees other than the managerial
personnel in the last financial year and its
comparison with the percentile increase in the
managerial remuneration and justification thereof
and any exceptional circumstances for increase
in the managerial remuneration:

The average increase in salaries of employees
other than managerial personnel in 2022-23 is
10.31%. Percentage increase in the managerial
remuneration for the year was 0.41%.

(vi) Affirmation that the remuneration is as per the
remuneration policy of the company - Yes.

B. In terms of the provisions of Section 197(12) of the
Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names
of the top ten employees in terms of remuneration drawn
and names and other particulars of the employees
drawing remuneration in excess of the limits set out
in the said rules forms part of this Report.

Having regard to the provisions of the second proviso
to Section 136(1) of the Act and as advised, the Annual
Report excluding the aforesaid information is being sent
to the members of the Company. The said Annexure
is open for inspection at the registered office of your
Company. Any member interested in obtaining copy
of the same may write to Company Secretary at the
Corporate Office of the Company.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY:

The Company has an Internal Control System,
commensurate with the size, scale and complexity of its
operations. To maintain its objectivity and independence,
the Internal Audit function reports to the Chairman of
the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates
the efficacy and adequacy of internal control system in
the Company, its compliance with operating systems,
accounting procedures and policies at all locations of
the Company and its subsidiaries. Based on the report
of internal audit function, process owners undertake
corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations
and corrective actions thereon are presented to the
Audit Committee of the Board.

CHANGE IN NATURE OF BUSINESS:

There is no change in nature of business of the
Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURT:

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

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments,
affecting the financial position of the Company which
occurred between the end of the financial year 31st
March, 2023 to which the financial statements relates
and the date of signing of this report.

HUMAN RESOURCES:

Your Company has always prioritized the well-being
and development of the employees. The industrial
relations of the Company continued to be harmonious
during the year under review.

ISO 9001-2008 CERTIFICATION:

Your Company continues to hold ISO 9001-2008
Certification by meeting all the requirements of
Certification from time to time.

POLICY ON SEXUAL HARRASSEMENT:

The Company has adopted policy on Prevention
of Sexual Harassment of Women at Workplace in
accordance with The Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

The Internal Complaints Committee (ICC) has been
setup to redress complaint received regarding sexual
harassment. During the period under review, no
complaints were received by the ICC.

CAUTIONARY STATEMENT:

Statements in the Board's Report and the Management
Discussion & Analysis describing the Company's
objectives, expectations or forecasts may be forward¬
looking within the meaning of applicable securities laws
and regulations. Actual results may differ materially from
those expressed in the statement. Important factors that
could influence the Company's operations include global
and domestic demand and supply conditions affecting
selling prices of finished goods, input availability and
prices, changes in government regulations, tax laws,
economic developments within the country and other
factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS:

The Directors take this opportunity to place on record
their sincere thanks to the suppliers, customers, strategic
partners, Banks and Financial Institutions, Insurance
Companies, Central and State Government Departments
and the shareholders for their support and co-operation
extended to the Company from time to time. Directors
are pleased to record their appreciation of the sincere
and dedicated services of the employees and workmen
at all levels.

For and on behalf of the Board of Directors

NARENDERSURANA DEVENDRASURANA

MANAGING DIRECTOR DIRECTOR

DIN:00075086 DIN:00077296

Place: Secunderabad
Date: 10.08.2023