J K Cements Ltd

Dear Members,

Your Directors have pleasure in presenting Company's Twenty Ninth Annual Report and Audited Financial Statements for the year ended 31^st March, 2023.

1. Financial Results

2. Performance of the Company

Your Company's performance during the year under report has overall improved. However, substantial increase in input costs impacted profitability.The

Company's Revenue from Operations increased by 17.19% to H 899859.90 Lacs during the year compared to H767858.40 Lacs in previous year.Profit after Tax decreased to H56254.10 Lacs compared to H63067.72 Lacs.

3. Performance of the Subsidiary /Joint Venture Companies

The Company has three wholly owned subsidiaries two in India viz. JaykayCem (Central) Ltd and JK Maxx Paint Ltd (formerly known as ‘JK Paints & Coatings Limited') and another in UAE viz JK Cement (Fujairah) FZC. JK Maxx Paint Ltd (formerly known as ‘JK Paints & Coatings Limited') has a step down subsidiary viz Acro Paints Ltd. The UAE subsidiary has one step down subsidiary and such step down subsidiary has a subsidiary in Africa. There has been no material change in nature of the business of subsidiaries.

Subsidiary Company

J.K. Cement (Fujairah) FZC (JKCF) recorded net income of AED 1933446 (equivalent to H422.92 Lacs) for the period from April,2022 to 31^st March, 2023 (Previous year net Loss of AED 114172584.99 equivalent to H 23162.87 Lacs)

JK Cement Works (Fujairah) FZC (JKCWF) is primarly involved in the business of manufacturing and sale of white cement in Middle East and GCC markets. It has reported a turnover of AED 184986144.73 (equivalent to 40463.31 lacs) (Previous year AED 166408466.55 equivalent to H 33260.29 Lacs). It recorded a loss before OCI of AED 34494877.02 (equivalent to H7247.22 Lacs) for the period from April, 2022 to 31^st March, 2023 {Previous year a loss of AED 39501152.48 equivalent to H 7908.22 lacs.}.

JK White Cement (Africa) Ltd. is second level step down subsidiary of the Company, incorporated on 4^th November, 2018, in Republic of Tanzania. 99.90 % stake is held by JK Cement Works (Fujairah) FZC. It is engaged in the business of manufacturing/trading/ import/export of all types of cement, wall putty other allied products, cement clinker, limestone, gypsum etc.

Jaykaycem (Central) Ltd, has set up grey cement manufacturing facilities in the state of Uttar Pradesh and Madhya Pradesh, recorded a revenue of H 33002.84 Lacs and net loss of H5969.40 Lacs (previous year loss H 97.31 Lacs) for the year ended 31^st March, 2023. It is proposed to amalgamate with your Company and as on the date of reporting amalgamation is yet to be effective.

JK Maxx Paint Ltd (erstwhile JK Paints and Coatings Ltd.) is engaged in business of Paints business has been incorporated during the year under report. Acro Paints Ltd. became subsidiary of JK Maxx Paint Ltd and step down subsidiary of the Company w.e.f 6^th January, 2023. Acro Paints Ltd has recorded revenue of H 7955.58 Lacs and a net profit of H29.47 lacs during the FY 2022-23.

4. Consolidated Financial Statements

The statement as required under Section 129 of the Companies Act, 2013, in respect of the subsidiaries of the Company viz. J.K. Cement (Fujairah) FZC, J.K. Cement Works (Fujairah) FZC, Jaykaycem (Central) Ltd, JK Maxx Paint Limited and Acro Paints Limited are annexed and forms an integral part of this Report. The Consolidated Financial Statements prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India, form part of the Annual Report and Accounts.

5. Dividend

The Board of Directors has recommended a payment of final dividend at a rate of H15 per equity share

(150%) for the year ended March 31, 2023 subject to the approval of the Members at the 29^th Annual General Meeting (‘AGM'). In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘the Listing Regulations'), our Company has formulated a Dividend Distribution Policy. The policy is available on our Company's website and can be accessed at www.jkcement.com/assets/about/ company policy/Dividend_Distribution_Policy.pdf

6. Transfer to Reserves

The Company proposes to transfer H1307.35 Lacs (previous year H1357.70 Lacs) from Debenture Redemption Reserve. Besides , our Company proposes H20000 Lacs (previous year H20,000 Lacs) to General Reserve during Financial Year 2022-23

7. Share Capital

The paid up Equity Share Capital as at 31^st March, 2023 remained at 77.27 Crores. During the period under report, your Company has not issued any share including Sweat Equity, ESOP.

8. Finance

During the year under report, your Company has availed a sum of H 668.94 Crores towards disbursement of term loans and NCDs (previous year H585 Crores). However it repaid H608.37 Crores (previous year H 346.73Crore) towards Term Loan and NCD, reflecting its commitment to fulfilling its financial obligations and maintaining its commitment to financial stability.

9. Credit Rating

Inspite of challenging cement industry scenario, CARE has reaffirmed your Company's rating as "CARE AA+" (Care double AA+) for long term bank facilities and "CARE A1+" for short term bank facilities. Besides this India Ratings has also reaffirmed the Company's Issuer Rating at "IND AA+" (Stable). Further, CRISIL has reaffirmed the Company's rating for Commercial Paper at "CRISIL A1+".

10. Particulars of Guarantees or Investments by Our Company

Details of Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

Grey Cement

During the year under report, cement production increased by 13% at 13.17 Million Tonne (compared to 11.70 Million Tonne last year) and sales increased by 12% at 13.17 Million Tonne (compared to 11.72 Million Tonne last year), driven by favourable market scenario.

White Cement

During the reporting period, production of White Cement & Wall Putty increased by 11% to 15.55 Lac Tonne against 14.09 Lac Tonne in the previous year. Sales increased by 11% to 15.92 Lac Tonne (compared to 14.34 Lac Tonne last year)

Paints

During the year under report, Your Company, through its wholly owned subsidiary JK Maxx Paint Limited, acquired 60% equity share capital of M/s Acro Paints

Ltd (APL), making APL a step down subsidiary of your Company.

Our Company has

(a) Commenced Commercial production of Clinker and Cement at its greenfield grey cement manufacturing unit at Panna, MP with a split grinding unit at Hamirpur, U.P. with total capacity of 4 MnTPA under its wholly owned subsidiary

M/s Jaykaycem (Central) Ltd. (‘Jaykaycem').

(b) Implemented 2 MnTPA expansion by increasing Cement grinding Capacity at various units with this, the Grey Cement production Capacity increased to 20.67 MnTPA

13.1Industrial Relations

The industrial relations during the period under review generally remained cordial at all cement plants.

13.2 Particulars of Employees

List of employees getting salary in excess of the limits as specified under the provisions of Section

134 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 throughout or part of the financial year under review is annexed separately marked as Annexure - E. However, the Annual Report excluding the aforesaid information is being sent to all the members of the Company pursuant to proviso to Section 136 of the Companies Act, 2013. Any member interested in obtaining such particulars may inspect and/or send the request to the Company at its Registered Office. None of the employee listed in the said Annexure is a relative of any Director of the Company except Dr. Raghavpat Singhania, Managing Director and Mr. Madhavkrishna Singhania Dy.

Managing Director & Chief Executive Officer being brothers and Dr. Nidhipati Singhania being father. None of the employee hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Particulars about Key Managerial Personnel including Managing Director.

** H8.84 Lakhs Median, Ratio is calculated on remuneration 2022-23

Particulars about other Non-Executive Directors.

13.3 Human Resources and Industrial Relations

Our Company has structured induction process at all locations. Objective appraisal systems based on Key Result Areas (KRAs) are in place for Senior

Management Personnel. Our HR is effectively involved in nurturing, enhancing and retaining talent through job satisfaction, management development programme etc.

Regulator(s) or Court(s)/ Matter of Emphasis Impacting the Going Concern Status and our Company's Operations in Future

The Competition Commission of India (CCI) vide its order dated 31.8.2016, imposed a penalty of H12,854 Lacs on the Company. The Appeal was heard whereupon National Company Law Appellate

Tribunal (NCLAT) vide order dated 25.7.2018 upheld

CCI's order. The Company has filed statutory appeal before the Hon'ble Supreme Court, which vide its order dated 5.10.2018 has admitted the appeal and directed that the interim order of stay passed by the Tribunal in this matter will continue for the time being. The Company, backed by legal opinion, believes that it has a good case and accordingly no provision has been made in the Audited Annual Report of 2022-23

In a separate matter, CCI imposed penalty of

928 Lacs vide order dated 19.1.2017 for alleged contravention of provision of Competition Act, 2002 by the Company. On Company's appeal, NCLAT has stayed the operation of CCI's order. The matter is pending for hearing before NCLAT. Based on Legal opinion, the Company believes that it has a good case and accordingly, no provision has been made in the Audited Annual Report

Members' attention is drawn to the statement on contingent liabilities in the notes forming part of the Financial Statements.

15. Corporate Governance

A report on Corporate Governance along with the

Practicing Company Secretary's Certificate on its compliance, forms an integral part of this Report.

16. Public Deposits

Your Company has not invited any deposits from public/ shareholders under Section 73 and 74 of the

Companies Act, 2013.

17. Whistle Blower Policy/Vigil Mechanism

The Company has a Whistle Blower Policy to report genuine concerns or grievances, if any. The Whistle Blower Policy has been posted on the website of the Company.

18. Mitigation of Risk

The Company has been addressing various risks impacting the Company including details of significant changes in key financial ratios which is more fully provided in annexed Management Discussion and Analysis. As per the Listing Regulation Risk Management Committee for enforcing Risk Management Policy is in place.

19. Commodity Price Risk/Foreign Exchange Risk and Hedging Activities:

Your Company hedges its foreign currency exposure in respect of its imports and export receivables as per its laid down policies. Your Company uses a mix of various derivatives instruments like forward covers, currency swaps, interest rates swaps or a mix of all. Your Company does not have material exposure of any commodity and accordingly, no hedging activities for the same are carried out. Therefore, there is no disclosure to offer in terms of SEBI circular No. SEBI/HO/ CFD/CMD1/CIR/P/2018/0000000141 dated 15^th November, 2018.

20. Remuneration Policy

The Board of Directors and Nomination and

Remuneration Committee follows a policy concerning remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The Policy also covers criteria for selection and appointment of Board Members and Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

21. Related Party Transactions

All the related party transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with

Related Party are provided in the Company's financial statements in accordance with the Accounting Standards. All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The Independent Directors approves Related Party Transactions.

The statement is supported by the certificate from the MD and the DMD & CFO. The Related Party Transactions Policy as approved by the Board is uploaded on the Company's website at www.jkcement.com.

22. Auditors' Report

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting

Principles (GAAP) in India. The financial statements have been prepared on historical cost basis (except items disclosed in significant accounting policies). The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect a true and fair manner, the form and substance of transactions and reasonably present the

Company's state of affairs, profits and cash flows for the year ended 31^st March, 2023. Auditors' Report to the shareholders does not contain any qualification in the standalone or in the consolidated financial statements for the year under report. However, Auditors have drawn attention of shareholders on penalty imposed by Competition Commission of India (CCI), the matter is adequately covered in Para 15 above and to be read along with notes on accounts.

23. Internal Financial Controls and its Adequacy

The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business including adherence to the Company's Policies, the safeguarding of its assets, the prevention and detection of Frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

The Company's internal control system is commensurate with its size, scale and complexities of its operations. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. It also reviews the quarterly Internal Audit Reports.

24.1Appointments a. In accordance with the provisions of Section 152 of Companies Act, 2013 and the Company's Articles of Association, Mrs. Sushila Devi Singhania (DIN:00142549) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

b. Mr. Paul Heinz Hugentobler (DIN 00452691) will attain the age of 75 (Seventy Five) years on 14^th February, 2024, therefore, his continuance of office after attaining the age of 75 years would require approval of the Members by way of Special Resolution at the ensuing Annual General Meeting

c. Mrs. Deepa Gopalan Wadhwa (DIN 07862942) was appointed as an Independent Director at the 25^th Annual General Meeting held on August

3, 2019, for a period of 5 years with effect from

November 3, 2018, till November 2, 2023, and she is eligible for reappointment for the second term of 5 years that is from November 3, 2023, till November 2, 2028 would require approval of the Members by way of Special Resolution at the ensuing annual general meeting.

d. Mr. Ashok Sinha (DIN 00070477) was appointed as an Independent Director at the 25^th Annual General Meeting held on August 3, 2019, for a period of 5 years with effect from May 18,

2019, till May 17, 2024, and he is eligible for reappointment for the second term of 5 years that is from May 18, 2024, till May 17, 2029. Mr. Ashok Sinha will attain the age of 75 (Seventy Five) years on 15^th February, 2027, therefore, his continuance of office after attaining the age of 75 years and would require approval of the Members by way of Special Resolution at the ensuing annual general meeting.

e. Mr. Saurabh Chandra (DIN 02726077)

Mr. Saurabh Chandra, was appointed as an Independent Director at the 25^th Annual General Meeting held on August 3, 2019, for a period of 5 years with effect from May 18,

2019, till May 17, 2024, and he is eligible for reappointment for the second term of 5 years that is from May 18, 2024, till May 17, 2029 and would require approval of the Members by way of Special Resolution at the ensuing annual general meeting.

f. Mr. Ashok Kumar Sharma (DIN: 00057771) aged 71, is a practicing Chartered Accountant and having more than 46 years of experience in the field of audit, taxation, accounts and finance appointed as Non-Executive, Independent Director of the Company w.e.f 01.04.2023.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Listing Regulation

24.2 Cessations

Dr. Krishna Behari Agarwal (DIN: 00339934) has resigned as an Independent Director of the Company w.e.f. 31^st March, 2023 due to his advanced age and related health issues.

24.3 Key Managerial Personnel

During the year under report, following Officials acted as Key Managerial Personnel:-

25. Meetings of the Board of Directors

During the year 2022-23, 4(Four) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings were within the period prescribed under the Companies Act, 2013.

26. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out an annual performance evaluation of its Independent Directors and the Independent Directors also evaluated the performance of Non- Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. The Board of Directors also evaluated the functioning/performance of Audit

Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, CSR Committee, Committee of Directors and expressed satisfaction with their functioning/performance.

27. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) The Directors have selected such accounting policies, judgments and estimates that are reasonable and prudent and applied them consistently, so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2023, and of the statement of Profit and Loss and cash flow of the Company for the period ended 31^st March, 2023;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on an ongoing concern basis;

v) Proper internal financial controls to be followed by the Company has been laid down and that such internal financial controls are adequate and were operating effectively and

vi) Proper systems to ensure compliance with the provisions of all applicable laws has been devised and that such systems were adequate and operating effectively.

28. Statutory Auditor

M/s. S.R. Batliboi & Co. LLP., Chartered Accountants (ICAI Firm Registration No. 301003E/E300005) were re appointed as Statutory Auditors by the members of the Company at the 28^th Annual General Meeting held on August 13, 2022, for a period of five years till the conclusion of the 33^rd Annual General Meeting.

29. Cost Auditor

Pursuant to section 148 of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee, appointed M/s K.G. Goyal &

Company Cost Accountants as the Cost Auditors of the company for the Financial Year 2023-24 and has recommended their remuneration to the Shareholders for ratification at the ensuing Annual General Meeting. M/s K.G. Goyal & Company have confirmed that their appointment is within the limits of the Section 139 of the Companies Act, 2013, and have also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm's length relationship with the Company. The Cost Audit Report for the financial year 2022-23 is being filed with Ministry of Corporate Affairs.

30. Secretarial Audit

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Reena Jakhodia & Associates, Kanpur, Company Secretaries in Practice, as the Secretarial Auditor for conducting Secretarial Audit of the Company for the Financial Year ended March 31, 2023. The report of the Secretarial Auditor is attached as Annexure A. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except as detailed in MR-3 annexed to this Report. The Company is in compliance with the Secretarial Standards, specified by the Institute of Company Secretaries of India (‘ICSI').

31. Reporting of Fraud

The Auditors of the Company have not reported any fraud committed to the Company as specified under Section 143(12) of the Companies Act, 2013. Further, no case of Fraud on the Company has been reported to the Management from any other sources.

32. Compliance With Secretarial Standards on Board and Annual General Meetings

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

33. Corporate Social Responsibility (CSR)

Corporate Social Responsibility is an integral part of the Company's ethos and policy and it has been pursuing this on a sustained basis. The Company assists in running of Schools at their Cement Plants, ITIs and Sir Padampat Singhania University, Udaipur imparting specialized value based education to students. Also, the Company played a constructive role in the infrastructural development of surrounding areas. During the period under report, the Company undertook various activities e.g. Art, Culture, Community Welfare, Drinking Water, Sanitation, Education, Health, Rural Development, Eradicating Hunger/Poverty. The Annual Report on CSR activities is annexed herewith as Annexure B.

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

Particulars with regard to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the provisions of Section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 in respect of Cement plants are annexed hereto as Annexure C and form part of the Report.

34.2 Annual Return

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https://www.jkcement.com/investors// annualreturns

34.3 Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report for the year ended 31^st March, 2023 as stipulated under regulation 34 of the Listing Regulations is annexed as Annexure D and forms part of the Annual Report.

34.4 Management Discussion & Analysis (MDA) Statement

The MDA as required under Listing Regulation is annexed hereto and forms an integral part of this Report

35. Transfer to Investor Education and Protection Fund

During and pertaining to the year, the Company has transferred a sum of H13,98,060/- which represents unclaimed dividend and Equity Shares (held by Shareholders) which represents unclaimed shares were due for transfer has been transfered after the close of financial year to the Investor Education and

Protection Fund in compliance with provisions of the Companies Act, 2013.

36.1 Policy on Sexual Harassment of Women at Workplace:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. All employees (permanent contractual, temporary, trainees) are covered under the said policy. Internal Complaints Committees have also been set up at various location to redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaint of sexual harassment from any of the women employees of the Company.

37.1 Independent Directors

The Company's Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The

Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of finance, people management, strategy, auditing, tax and risk advisory services, infrastructure, banking, insurance, financial services, investments, mining & mineral industries and E-marketing; and they hold highest standards of integrity. Regarding proficiency, the

Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the

Indian Institute of Corporate Affairs, Manesar

(‘IICA'). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose. In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules,

2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of one (1) year from the date of inclusion of their names in the data bank. The IICA is yet to commence the online proficiency self-assessment test and hence, the said online proficiency self-assessment test has been undertaken by the Independent Directors of the Company and qualified..

37.2 Familiarisation Programme for Independent Directors

The familiarization program aims to provide Independent Directors with the cement industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarisation program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

38. Equal Opportunity by Employer

The Company has always provided a congenial atmosphere for work to all employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all irrespective of their caste, religion, color, marital status and sex.

39. Cautionary Statement

Statements in the Directors Report and the

Management Discussion and Analysis describing the Company's objectives, expectations or predictions, 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, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

40. Other Disclosure

No disclosure or reporting is made with respect to the following items, as there were no transactions during the year under review:

• Details relating to deposits that are covered under Chapter V of the Act

• The issue of equity shares with differential rights as to dividend, voting or otherwise

• The issue of shares to the employees of the Company under any scheme(sweat equity or stock options)

• There is no change in the Share Capital / Debt

Structure during the year under review

• The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees

• Managing Director, Dy. Managing Director & CEO and Dy. Managing Director & CFO has not received any remuneration or commission from any of its subsidiaries

• There was no revision in the financial statements

• There was no change in the nature of business

• There were no material changes and commitments affecting financial position of the Company between the end of the financial year and the date of this report

41. Acknowledgements

Your Directors wish to place on record their appreciation for the valuable support received by your Company from Banks, Govt. of Rajasthan, Govt. of Karnataka, Govt. of Haryana, Government of Madhya Pradesh, Govt. of Uttar Pradesh, Central Govt. and Government of Fujairah. The Board thanks the employees at all levels for their dedication, commitment and hard work put in by them for Company's achievements. Your Directors are grateful to the Shareholders/ Stakeholders for their confidence and faith reposed in Board.