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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Beardsell Ltd.

Mar 31, 2024

The directors submit annual report of Beardsell Limited (the âCompanyâ or âBeardsellâ) along with the audited financial statements for the financial year ended 31^st March 2024. The consolidated financial statements have been prepared in accordance with the provisions of the Companies Act, 2013, SEBI Listing Regulations and the Accounting Standards. The audited consolidated financial statements, together with the Auditorsâ Report, form part of the Annual Report.

Financial Performance:

Summary financial performance of the Company is provided below and a more detailed report, state of itâs affairs are included in the Management Discussion and Analysis:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
Particulars	_2023-24	2022-23	2023-24	2022-23
Revenue from Operation	23145.84	21956.50	24495.02	23201.22
Other income	432.46	217.27	361.47	395.93
Employee Benefit Expenses	1749.89	1706.84	2002.29	1929.08
Finance cost	388.10	346.84	413.01	413.01
Depreciation and amortization Expenses	589.26	500.64	722.49	622.68
Profit/ (Loss) before Exceptional Items and Tax \| \| \|	1208.12	1125.87	1237.38	1136.70
Exceptional Items	--	--	--	--
Profit/ (Loss) before Tax \|	''1208.12	1125.87	1237.38	1136.70
Tax expenses / provisions	''414.69	287.33	414.69	287.33
Profit after Tax	793.43	838.54	822.69	849.37
Other Comprehensive Income	(-)34.24	(-)7.87	(-)34.24	(-)7.87
Total Comprehensive Income	759.18	830.67	788.45	841.49

Dividends:

The Board of Directors has recommended Final Dividend of Re.0.10 (ten paise only) per Equity Share of face value of Rs.2.00 (Rupees two only) each for the financial year ended 31^st March 2024. The dividend shall be paid after approval of the Members at the ensuing Annual General Meeting.

Reserves:

The Company does not propose to transfer amounts to the general reserve.

Share Capital:

During the year, the Company had raised Rs.4,70,23,996/- (Rupees four crore seventy lakh twenty-three thousand nine hundred ninety six only) pursuant to preferential issue of 19,71,656 (nineteen lakh seventy-one thousand six hundred fifty-six) fully paid-up Equity Shares of Rs.2/- (Rupees two only) at a price of Rs.23.85 (Rupees twenty-three and eighty-five paise only) per share. The shares were allotted on 8^th May 2023.

The issue was made in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and Sections 42 and 62 of the Companies Act, 2013, as amended, including the rules made thereunder. The proceeds of funds raised by the Company are utilised as per Objects of the Issue.

The paid-up Equity Share Capital as on 31^st March 2024 was increased to Rs.7,88,74,000/- (Rupees seven crore eighty-eight lakhs seventy-four thousand only) consisting of 3,94,37,000 (Three crore ninety-four lakhs thirty-seven thousand) full paid-up Equity Shares of Rs.2/- (Rupees two only) each.

Fixed Deposits:

Company has been accepting deposits from itâs members within the purview of provisions of Section 73 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014 to augment the working capital needs. The details of deposits during the financial year are provided below:

a)	Outstanding at the end of the Year	Rs.3,83,08,000/-
b)	Accepted during the year (including renewals)	Rs.1,47,59,000/-
c)	Remained unpaid or unclaimed as at the end of the year	Rs.1,45,000/- (matured but not claimed)
d)	Whether there has been any default in repayment of deposits of payment of interest there on during the year and if so, number of such cases and the total amount involved	There was no default in repayment of deposit or payment of interest thereon.
	At the beginning of the year	NIL
	Maximum during the year	NIL
	At the end of the year	NIL
	The details of Deposits which are not in compliance with the requirements of Chapter V of the Act	NIL

Particulars of loans, guarantees and investments:

Particulars of loans, guarantees and investments have been discussed in the financial statements.

Directorsâ 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 and there are no material departures;

(ii) 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 of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

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

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the work performed by the internal auditors, statutory auditors, cost auditor and secretarial auditor, including audit of internal financial controls over financial reporting by the statutory auditors, the board is of the opinion that the Company â s internal financial controls and compliance systems were adequate and effective during the reporting period.

Subsidiary Company:

As on closing of the reporting financial year, the company has one subsidiary Company. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ). There has been no material change in the nature of the business of the subsidiary.

During the year your company had paid call money of Rs.1,00,000/- (Rupees one lakh only) towards the first and final call of Rs.5/- (Rupees five only) on 20,000 equity shares of Rs. 10- (Rupees ten only) each made by the wholly owned subsidiary.

A statement containing salient features of the financial statements of the subsidiaries, highlighting performances and financial position during the year is provided below:


(a)	Name of the subsidiary	" " M/s.Sarovar Insulation Private Limited
(b)	Reporting Period	1^st April 2023 to 31^st March 2024
(c)	Reporting currency	" Indian Rupees (in lakhs)
(d)	Percentage of shareholding	" 100%
(e)	Share Capital	2.01
(f)	Reserves & Surplus	(184.52)
(g_	Total Assets	670.40
(h)	Total Liabilities	852.91
(i)	Investments	0.25
(j)_	Turnover (Total Income)	1163.50
(k)	Profit before taxation	_ 29.26
(l)	Provision for taxation
(m)	Profit after taxation	_ 26.26
(n)	Proposed Dividend

The audited accounts of the subsidiary are available on companyâs website www.beardsell.co.in and copy shall be provided to shareholders who ask for it. Policy for determining material subsidiaries of the Company is also available on the website of the Company.

Directors and key managerial personnel:

Dr.Gurram Jagannatha Reddy (DIN:07472109), Mr.A V Rammohan (DIN:02093767) and Mr. Mannam Malakondaiah (DIN:01431923), were appointed as independent directors for the first term of five years respectively ending on 27^th June 2024, 20^th October 2024 and 12^th August 2027.

Dr.Gurram Jagannatha Reddy, Mr.A V Rammohan have been reappointed for second term of five years vide postal ballot concluded on 27^th June 2024, respectively upto 27^th June 2029 and 20^th October 2029.

The terms and conditions of appointment of independent directors are as per Schedule IV of the Act, same is available in the website of the company at www.beardsell.co.in They have submitted declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and SEBI Listing Regulations and not disqualified from being appointed as Directors.

Mr.R Gowrishanker (DIN:00104597) and Mr.Jeyapaul Singh (DIN:03129164) were the Non-executive Directors in the Board of Directors of the Company.

Mr.Amrith Anumolu (DIN: 03044661), Executive Director; Mrs.Anumolu Jayasree, Whole-time Director; Mr.V V Sridharan, Chief Financial Officer; and Mr.Kanhu Charan Sahu, Company Secretary were the key managerial personnel of the Company throughout the year, pursuant to the provisions of section 203 of the Act.

Mr.Jeyapaul Singh, retires by rotation and being eligible he has offered for reappointment at the ensuing Annual General Meeting.

Pecuniary relationship or transaction of the non-executive directors during the year with the Company are disclosed under Related Party Transactions in the notes to the Financial Statements and other places in the Report.

Composition of the board of directors and committees thereof, including the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee and the details of meeting of the board and the committees are discussed fully in the corporate governance report.

Companyâs policy on directorsâ appointment and remuneration and other matters provided in section 178(3) of the Act has been discussed along with the Nomination and Remuneration Committee in the corporate governance report.

Receipt of unsecured loans from Directors:

The details of unsecured loans received and outstanding at the end of the period is disclosed in the Notes under Financial Statements.

Board evaluation:

The Board members and the Committee members performed their functions as required by the Companies Act 2013 and as per the regulatory framework of Securities and Exchange Board of India.

The evaluation of the individual directors, including the independent directors was done taking into account their qualification, experience, competency, knowledge, understanding of their respective roles (as a Director, Independent Director and as a member of the Committees of which they are Members/Chairpersons), adherence to Codes and ethics, conduct, attendance and participation in the meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairperson was evaluated. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Risk Management:

The Company has in place a Risk Management Policy, pursuant to Section 134 of the Companies Act, 2013, which is published in the website of the Company at www.beardsell.co.in The Board of Directors and the Audit Committee shall be responsible for framing, implementing and monitoring the risk management plan of the company. Senior Executives shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning.

The major risks identified by the business/ functions and the ways mitigation has been covered in the management discussion and analysis.

Annual Return:

Copy of the Annual Return of the Company as per Section 92(3) of the Companies Act, 2013 is available on the Company website www.beardsell.co.in

Auditors:

Statutory A uditors:

M/s.G Balu Associates LLP, Chartered Accountants, (Firm Registration No. 000376S/S200073) were appointed as Statutory Auditors of the Company at the AGM held on 30^th September 2022, for a term of 5 (five) consecutive years.

The statutory auditors have issued their report on the standalone and consolidated financial statement of the company and the same were appended here to this report. Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, however the Auditors have made an adverse remark about delay in statutory remittances which were complied with subsequently. There are no instances of frauds reported by auditors pursuant to sub-section (12) of Section 143 which are reportable to the Central Government.

Secretarial Auditor:

As per provisions under section 204 of the Companies Act, 2013, the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Mr.Rabindra Kumar Samal, Practising Company Secretary (ICSI Membership No.FCS7649 and Certificate of Practice No.018278), was appointed to conduct secretarial audit for financial year 2023-24. Report of the secretarial auditor for the financial year is annexed here to this report, which does not contain any qualification, reservation or adverse remarks. However, the secretarial auditor has made few observations about delay in filing of certain forms with additional fees which are self-explanatory.

Cost Records and Audit:

During the year under review, in accordance with Section 148(1) of the Act, the Company has maintained the accounts and cost records, as specified by the Central Government. The Cost Audit for the financial year ended 31st March 2023 was conducted by Mr. M Krishnaswamy, Practicing Cost Accountant, Chennai (ICMA Membership No.5944), Cost Auditor, and as required, the Cost Audit Report was filed with the Ministry of Corporate Affairs, Government of India. The Audit of the cost accounts of the Company for the financial year ended 31st March 2024 is also being conducted by the said Cost Auditor.

The Board has re-appointed Mr. M Krishnaswamy, Practicing Cost Accountant, Chennai (ICMA Membership No.5944) as Cost Auditor of the Company for conducting cost audit for the FY 2024-25.

A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditor for FY 2024-25 is provided in the Notice of the ensuing Annual General Meeting.

Reconciliation of Share Capital Audit:

A qualified practicing Company Secretary carries out secretarial audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and total issued and listed capital. The Reconciliation of Share Capital Audit Report confirms that the total issued / paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.

Internal Auditors

M/s. M.R. Ravichandran & Co, Chartered Accountants, Chennai were the Internal Auditors of the Company during the reporting year, since resigned effective from 1st August 2023.

M/s A V Subbarao & Co., Chartered Accountants, Chennai with ICAI FRN:005809S has been appointed on 12th August 2023 as Internal Auditors of the Company for three years commencing from FY 2023 -24.

Vigil Mechanism:

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of the policy are in line with the provisions of the section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations. The policy is available in website of the Company at www.beardsell.co.in

Particular of employees:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

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
Executive Directors:
Mr.Amrith Anumolu	7.10
Mrs.Anumolu Jayasree	9.69
Non-executive Directors:
Mr.A V Rammohan	0.44
Dr.Gurram Jagannatha Reddy	0.47
Mr. R Gowrishanker	0.40
Mr.Jeyapaul Singh	0.36
Mr.Mannam Malakondaiah "	0.40
Remuneration includes sitting fees paid to directors for attending meetings of Board and Committees

ii	The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:
	Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the _financial year
	Mr.Amrith Anumolu, Executive Director	11.18
	Mrs.Anumolu Jayasree, Whole-time Director*	--
	Mr.A V Rammohan, Non-executive Independent Director	(-)7.69
	Dr.Gurram Jagannatha Reddy, Non-executive Independent Director	(-)7.14
	Mr. R Gowrishanker, Non-executive Director	0.00
	Mr.Jeyapaul Singh, Non-executive Director	11.11
	Mr.Mannam Malakondaiah, Non-executive Independent Director*	--
	Mr.V V Sridharan, Chief Financial Officer	1.52
	Mr.Kanhu Charan Sahu, Company Secretary*	33.14

Remuneration includes sitting fees paid to directors for attending meetings of Board and Committees. Nonexecutive Directors are paid only sitting fees towards attending meetings of Board and Committees *Not comparable as this being the first year of appointment as Whole-time Director a Not comparable as inducted as director in the middle of the previous year

$Current year remuneration includes performance based variable incentive not included in previous year remuneration being first year of appointment

iii The percent increase in the median remuneration of employees in the financial year is 33.88%

iv The number of permanent employees on the rolls of the company as at the end of financial year 194

V During the year the employees have been given in average range of 15.28% to 19.13% excluding managerial remuneration, as compared to 11.18% increase in the managerial remuneration.

vi The remuneration is as per the remuneration policy of the company.

vii With respect to disclosures pertaining to remuneration of employees and other details as required under Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and also having regard to the proviso to Section 136(1) of the Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information(s) is being sent to the members of the Company, however statement showing the names and other requisite particulars of such employees set out in the aforesaid rules is available for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of AGM and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Transactions with Related Parties:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companyâs website www.beardsell.co.in The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. All Related Party Transactions (âRPTâ) entered during the year were placed before the Audit Committee for review and approval.

A complete list of RPTs is provided as part of Notes to Accounts. None of the transactions with related parties could be considered not in the ordinary course of business or not in armâs length in terms of Section 188 of the Companies Act, 2013 and were also not material RPTs under Regulation 23 of the Listing Regulations. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 does not apply to the Company for the FY 2023-24, hence not provided.

Corporate Social Responsibility (CSR)

The Company channels its Corporate Social Responsibility (âCSRâ) efforts through eligible Trusts and Not to Profit Organisations having valid certificates and registrations with applicable authorities. The CSR Policy, approved by the Board of Directors, has been hosted on the Companyâs website www.beardsell.co.in We have provided a Report on CSR Activities in the prescribed format forming part of this report as Annexure - II.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Currency Earning and Outgo:

(A) Conservation of Energy

The Company consistently follows advancing eco-friendly manufacturing practices within the organization. It takes adequate measures to save energy by installing energy efficient equipment, and to decrease dependence on traditional energy sources while investing in renewable alternatives.

(B) Research and Development

The company has not carried out any specific research activity during the year under review. However, as part of regular ongoing business it explores ideas in energy conservation, process up-gradation and environmental preservation.

The company continues to use the latest technologies for improving productivity and quality of itâs operations. Company is in the process of installing Continuous PU Production Line Machineries imported during previous year. This allows to produce a high volume of panels quickly and efficiently.

(D) Foreign exchange earnings and outgo

The company imports raw materials and equipment for business purpose. Details of foreign currency earned and used during the year are provided below.

Year ended 31-03-2024

Year ended 31-03-2023

Foreign Exchange Earnings

NIL

Expenditure in foreign currency

USD 8,68,726 SGD 4,438 AUD 4,715

equivalent to Rs.7,28,60,386/-

USD 5,91,765 SGD 720

equivalent to Rs.4,76,32,335/-

Corporate Governance Reports:

Pursuant to Regulation 34 of the SEBI Listing Regulations and other applicable provisions, the following have been made part of this report.

â¢ Management Discussion and Analysis

â¢ Corporate Governance Report

â¢ Certificate from the Secretarial Auditors regarding compliance of conditions of Corporate Governance.

â¢ Declaration on compliance with Code of Conduct

â¢ Certificate of the Executive Director and the Chief Financial Officer on the financial statements

â¢ Certificate of non-disqualification of Directors by a Practicing Company Secretary

Obligation under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has in place a policy for prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and an Internal Complaints Committee has been set up to look into complaints relating to sexual harassment. During the year 2023-24, no such complaint has been received.

Appreciation

The Directors wish to convey their deep appreciation to all the customers, vendors, investors, and consultants/advisors of the Company for their sincere and dedicated services as well as their collective contribution to the Companyâs performance.

The Directors thank the Government of India, Governments of various States in India, and concerned Government departments for their co-operation.

The Directors also place on record their appreciation to all the employees for their commendable contribution at various levels.

Mar 31, 2023

Financial Performance:

Summary financial performance of the Company is provided below and a more detailed report, state of itâs affairs are included in the Manaeement Discussion and Analysis:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from Operation	21956.50	17279.74	23201.22	18613.37
Other income	217.27	279.34	395.93	267.99
Employee Benefit Expenses	1706.84	1345.87	1929.08	1540.93
Finance cost	346.84	401.28	413.01	478.34
Depreciation and amortization Expenses	500.64	511.87	622.68	635.76
Profit/ (Loss) before Exceptional Items and Tax	1125.87	401.27	1136.70	390.85
Exceptional Items	â	â	â	--
Profit/ (Loss) before Tax	1125.87	401.27	1136.70	390.85
Tax expenses / provisions	287.33	113.93	287.33	109.65
Profit after Tax	838.54	287.34	849.37	281.20
Other Comprehensive Income	(-)7.87	8.55	(-)7.87	8.55
Total Comprehensive Income	830.67	295.89	841.49	289.75

Dividends:

The Board of Directors has recoimnended Final Dividend of Re.0.10 (ten paise only) per Equity Share of face value of Rs.2.00 (Rupees two only) each for the financial year ended 31^st March 2023. The dividend shall be paid after approval of the Members at the ensuing Annual General Meeting.

Reserves:

The Company does not propose to transfer amounts to the general reserve.

Share Capital:

During the year, the Company had issued 19,71,656 (nineteen lakh seventy-one thousand six hundred fifty-six) fully paid-up Equity Shares of Rs.2/- (Rupees two only) each of the Company at a price of Rs.23.85 (Rupees twenty-three and eighty-five paise only) per share on preferential basis to certain Promoters. The shares were allotted on 8^th May 2023, which is an event after the balance sheet date.

The paid-up Equity Share Capital as on 31^st March 2023 was remained unchanged at Rs.7,49,30,688/- (Rupees seven crore forty-nine lakhs thirty thousand six hundred eighty-eight only) consisting of 3,74,65,344 (Three crore seventy-four lakhs sixty-five thousand three hundred forty four) full paid-up Equity Shares of Rs.2/- (Rupees two only) each.

Fixed Deposits:

a)	Outstanding at the end of the Year	Rs.3,80,98,000/-
b)	Accepted During the year (including renewals)	Rs.2,86,54,000/-
c)	Remained Unpaid or unclaimed as at the end of the year	Rs.6,10,000/- (matured but not claimed)
d)	Whether there has been any default in repayment of deposits of payment of interest there on during the year and if so, number of such cases and the total amount involved	There was no default in repayment of deposit or payment of interest thereon.
	At the beginning of the year	NIL
	Maximum during the year	NIL
	At the end of the year	NIL
	The details of Deposits which are not in compliance with the requirements of Chapter V of the Act	NIL

Particulars of loans, guarantees and investments:

Particulars of loans, guarantees and investments have been discussed in the financial statements.

Directorsâ 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 and there are no material departures;

(iv) they have prepared the annual accounts on a going concern basis;

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

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the work performed by the internal, statutory and secretarial auditors, including audit of internal financial controls over financial reporting by the statutory auditors, the board is of the opinion that the Companyâs internal financial controls and compliance systems were adequate and effective during the reporting period.

Subsidiary Company:

A statement containing salient features of the financial statements of the subsidiaries, highlighting performances and financial position during the year is provided below:

(a)	Name of the subsidiary	M/s.Sarovar Insulation Private Limited
(b)	Reporting Period	1^st April 2022 to 31^st March 2023
(c)	Reporting currency	Indian Rupees (in lakhs)
(d)	Percentage of shareholding	100%
(e)	Share Capital	1.01
(f)	Reserves & Surplus	(213.78)
(g_	Total Assets	674.92
(h)	Total Liabilities	860.17
(i)	Investments	0.25
(D_	Turnover (Total Income)	1232.69
(k)_	Profit before taxation	10.84
(l)_	Provision for taxation
(m)	Profit after taxation	10.84
(n)	Proposed Dividend

Directors and key managerial personnel:

Dr.Gurram Jagannatha Reddy (DIN:07472109), Mr.A V Rammohan (DIN:02093767) and Mr. Mannam Malakondaiah (DIN:01431923), are appointed as independent directors for the first tenn of five years respectively ending on 27* June 2024, 20* October 2024 and 12^th August 2027, in tenns of provisions under the Companies Act, 2013 (âActâ), and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ). The tenns and conditions of appointment of independent directors are as per Schedule IV of the Act, same is available in the website of the company at www.beardsell.co.in They have submitted declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and SEBI Listing Regulations and not disqualified from being appointed as Directors.

Mrs.Anumolu Jayasree (DIN:00845666), Mr.R Gowrishanker (DIN:00104597) and Mr.Jeyapaul Singh (DIN:03129164) were the Non-executive Directors in the Board of Directors of the Company.

Mr.Amrith Anumolu (DIN: 03044661), Executive Director, Mr.V V Sridharan, Chief Financial Officer, and Mr.Kanhu Charan Sahu, Company Secretary were the key managerial personnel of the Company throughout the year, pursuant to the provisions of section 203 of the Act. Mrs.Anumolu Jayasree has been appointed as Wholetime Director with effect from 1^st April 2023.

Mrs.Anumolu Jayasree, retires by rotation and being eligible she has offered for reappointment at the ensuing Annual General Meeting.

Receipt of unsecured loans from Directors:

The details of unsecured loans received and outstanding at the end of the period is disclosed in the Notes under Financial Statements.

Board evaluation:

The Board members and the Committee members performed their functions as required by the Companies Act 2013 and as per the regulatory framework of Securities and Exchange Board of India.

The evaluation of the individual directors, including the independent directors was done taking into account their qualification, experience, competency, knowledge, understanding of their respective roles (as a Director, Independent Director and as a member of the Coimnittees of which they are Members/Chairpersons), adherence to Codes and ethics, conduct, attendance and participation in the meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairperson was evaluated. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its coimnittees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Annual Return:

Copy of the Annual Return of the Company as per Section 92(3) of the Companies Act, 2013 is available on the Company website www.beardsell.co.in

Auditors:

Statutory A uditors:

M/s.G Balu Associates LLP, Chartered Accountants, (Finn Registration No. 000376S/S200073) were appointed as Statutory Auditors of the Company at the AGM held on 30* September 2022, for a tenn of 5 (five) consecutive years.

Secretarial Auditor:

As per provisions under section 204 of the Companies Act, 2013, the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Mr.Rabindra Kumar Samal, Practising Company Secretary (ICSI Membership No.FCS7649 and Certificate of Practice No.018278), was appointed to conduct secretarial audit upto financial years 2022-23. Report of the secretarial auditor for the financial year is annexed here to this report, which does

not contain any qualification, reservation or adverse remarks. However, the secretarial auditor has made few observations about delay in filing of certain forms with additional fees which are self-explanatory.

Cost Records and Audit:

During the year under review, in accordance with Section 148(1) of the Act, the Company has maintained the accounts and cost records, as specified by the Central Government. Such cost accounts and records are subject to audit by Mr. M Krishnaswamy, Practicing Cost Accountant, Chennai (ICMA Membership No.5944), Cost Auditors of the Company for FY 2022-23.

The Board has re-appointed Mr. M Krishnaswamy, Practicing Cost Accountant, Chennai (ICMA Membership No.5944) as Cost Auditor of the Company for conducting cost audit for the FY 2023-24.

A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditor for FY 2023-24 is provided in the Notice of the ensuing Annual General Meeting.

Reconciliation of Share Capital Audit:

A qualified practicing Company Secretary carries out secretarial audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and total issued and listed capital. The Reconciliation of Share Capital Audit Report confirms that the total issued / paid up capital is in agreement with the total number of shares in physical fonn and the total number of dematerialised shares held with NSDL and CDSL.

Internal A uditors

M/s. M.R. Ravichandran & Co, Chartered Accountants, Chennai were the Internal Auditors of the Company during the reporting year, since resigned effective from 1st August 2023.

M/s A V Subbarao & Co., Chartered Accountants, Chennai with ICAI FRN:005809S has been appointed on 12th August 2023 as Internal Auditors of the Company for three years commencing from FY 2023 -24.

Vigil Mechanism:

The Company has fonnulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of the policy are in line with the provisions of the section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations. The policy is available in website of the Company at www.beardsell.co.in

Particular of employees:

The infonnation required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

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
Executive Directors:
Mr.Amrith Anumolu	8.55
Non-executive Directors:
Mrs.Anumolu Jayasree	0.24

Mr.A V Rammohan	0.62
Dr.Gurram Jagannatha Reddy	0.67
Mr. R Gowrishanker	0.52
Mr.Jeyapaul Singh	0.43
Mr.Mannam Malakondaiah	0.29

Remuneration includes sitting fees paid to directors for attending meetings of Board and Committees

ii The percentage increase in remuneration of each director, chief executive officer, chief financial

officer, company secretary in the financial year:

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Mr.Amrith Anumolu, Executive Director	18.29
Mrs.Anumolu Jayasree, Non-executive Director	(-)47.92
Mr.A V Rammohan, Non-executive Independent Director	(-)26.96
Dr.Gurram Jagannatha Reddy, Non-executive Independent Director	(-)23.07
Mr. R Gowrishanker, Non-executive Director	(-)9.83
Mr.Jeyapaul Singh, Non-executive Director	(-)34.78
Mr.Mannam Malakondaiah, Non-executive Independent Director*	-
Mr. V V Sridharan, Chief Financial Officer	15.80
Mr.Kanhu Charan Sahu, Company Secretary*	-

Remuneration includes sitting fees paid to directors for attending meetings of Board and Committees Non-executive Directors are paid only sitting fees towards attending meetings of Board and Committees *Not comparable as this being the first year of appointment

iii The percent increase in the median remuneration of employees in the financial year is 19.81%

iv The number of pennanent employees on the rolls of the company as at the end of financial year 188

V During the year the employees have been given in average range of 12.34% to 17.19% excluding managerial remuneration, as compared to 18.29% increase in the managerial remuneration.

vi The remuneration is as per the remuneration policy of the company.

vii With respect to disclosures pertaining to remuneration of employees and other details as required under Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and also having regard to the proviso to Section 136(1) of the Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid infonnation(s) is being sent to the members of the Company, however statement showing the names and other requisite particulars of such employees set out in the aforesaid mles is available for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of AGM and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Transactions with Related Parties:

Risk Management:

The major risks identified by the business/ functions and the ways mitigation has been covered in the management discussion and analysis.

Corporate Social Responsibility (CSR)

The Company was not required to meet any CSR Obligation during the financial year 2022-23 based on given criteria under Section 135 of the Companies Act, 2013, however voluntarily spent Rs.3,00,000/- (Rupees three lakh only) on CSR activities. We have provided a Report on CSR Activities in the prescribed format forming part of this report as Annexure - II, as a better disclosure practice.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Currency Earning and Outgo:

(A) Conservation of Energy

The company takes adequate measures to save energy by installing energy efficient electrical and electronic equipments.

(B) Research and Development

The company continues to use the latest technologies for improving productivity and quality of itâs operations.

(D) Foreign exchange earnings and outgo

The company imports raw materials and equipment for business purpose. Details of foreign currency earned and used during the year are provided below.

Year ended 31-03-2022

Year ended 31-03-2023

Foreign Exchange Earnings

USD 7,623 equivalent to Rs.5,68,785/-

NIL

Expenditure in foreign currency

USD 14,22,245 AUD 4,490 EURO 3,666

equivalent to Rs. 10,67,20,678/-

USD 5,91,765 SGD 720

equivalent to Rs.4,76,32,335/-

Corporate Governance Reports:

Pursuant to Regulation 34 of the SEBI Listing Regulations and other applicable provisions, the following have been made part of this report.

â¢ Management Discussion and Analysis

â¢ Corporate Governance Report

â¢ Certificate from the Secretarial Auditors regarding compliance of conditions of Corporate Governance.

â¢ Declaration on compliance with Code of Conduct

â¢ Certificate of the Executive Director and the Chief Financial Officer on the financial statements

â¢ Certificate of non-disqualification of Directors by a Practicing Company Secretary

Obligation under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Appreciation

The Directors thank the Government of India, Governments of various States in India, and concerned Government departments for their co-operation.

The Directors also place on record their appreciation to all the employees for their commendable contribution at various levels.

Mar 31, 2018

REPORT OF BOARD OF DIRECTORS

The Directors present the 81st Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31.03.2018.

PERFORMANCE / OPERATIONS

FINANCIAL RESULTS

(Rs. In Lakhs)

Year Ended		Year Ended
31.03.2018		31.03.2017
Gross Revenue 15158.90		18060.02
Profit before interest & Depreciation	802.96	1893.09
Finance Cost	443.60	444.07
Profit before Depreciation	359.36	1449.02
Depreciation	319.11	337.12
Profit / ( LOSS) before tax	40.25	1111.90
Profit / (LOSS) after taxation	64.66	691.20
Surplus in Statement of Profit &	2506.44	1926.56
Loss Account from Last Year
Remeasurement gain/(Loss) on Defined	17.85	(26.21)
Benefit obligation (Net)
Total Comprehensive Income for the Year	r 82.51	664.69
Appropriations
Interim Dividend Paid on Equity Shares	67.44	70.24
Tax on Dividend	13.73	14.30
Surplus carried to Balance Sheet	2502.26	2506.44

DIVIDEND:

The Board of Directors wishes to inform the shareholders that Interim Dividend at the rate of Re.0.24 (12 percent) per share was paid as Dividend for the year ended 31st March, 2018 to those share holders whose name appeared in the Register of Members on 28th March, 2018. The above payment shall be considered as final dividend and no fresh dividend is recommended by the Board.

Consolidated Financial Statements

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements, the audited consolidated financial statement is provided in the Annual Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY: There is no change in the nature of business. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of the report: Nil

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future : Nil

Details in respect of adequacy of internal financial controls with reference to the Financial Statements : Adequate internal financial controls are in place and they are working effectively and efficiently.

Details of Associate Companies: Nil

DETAILS OF WHOLLY OWNED SUBSIDIARY

M/s. Sarovar Insulation Pvt Ltd a wholly owned Subsidiary of our Company with effect from 29/02/2016 is engaged in the manufacture and processing of EPS products at Coimbatore, Tamil Nadu.

Fixed Deposits

a) Accepted During the year,	Rs.2,09,17,000/-
b) Remained Unpaid or unclaimed as at the end of the year	Rs.54,000/-
c) Whether there has been any default in repayment of deposits of	There was no
payment of interest there on during the year and if so, number of	default in repayment
such cases and the total amount involved	of Deposits or payment
	of interest there on
d) At the beginning of the year	NIL
Maximum during the year	NIL
At the end of the year	NIL
The details of Deposits which are not in compliance with	NIL
the requirements of Chapter V of the Act

STATUTORY AUDITORS

Messrs. S.R. Batliboi & Associates, LLP Chartered Accountants, Chennai (ICAI Registration Number of the firm is 101049W/E300004) were appointed as Statutory Auditors of our Company in our Eightieth Annual General Meeting held on 14th September 2017 and they hold office till the conclusion of our Eighty Fifth Annual General Meeting on a remuneration as the Board of Directors of the Company may determine, in addition to travelling and out of pocket expenses

INTERNAL AUDITORS

Messrs. M.R.Ravichandran & Co, Chartered Accountants, Chennai were appointed as Internal Auditors of the Company on 20th October 2017 consequent to the appointment of Mr V V Sridharan as Chief Financial Officer on 28th September 2017.

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

Information Under Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and forming part of Directors Report for the year ended 31st March 2018.

Research and Development, Technology Absorption and Conservation of Energy

The main focus of the Company''s Research and Development effort is on Energy Conservation, process up gradation and environmental preservation

Better utility of Resources, to minimize cost & wastage. Continuous efforts are on to reduce wastage in use of Power and Fuel.

Foreign Exchange Earnings And Outgo

During the year under review, Foreign Exchange Earnings amounted to Rs. 13.21 Lakhs as against Rs. 121.75 Lakhs during previous year.

The total Foreign Exchange Outgo during the year under review was Rs. 199.48 Lakhs as against Rs.503.39 Lakhs during previous year.

DIRECTORS

VACATION OF OFFICE BY DIRECTOR

In the Annual General Meeting held on 14th September 2017, Mr S V Narasimha Rao vacated his office as Executive Director.

APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS

Mrs Vijayalakshmi Ravindranath was appointed as an Additional Independent Director to hold office for 5 consecutive years from 20th October 2017 to 19 th October 2022. The appointment is subject to the approval and confirmation of the shareholders in the ensuing Annual General Meeting.

Mrs. Jayasree Anumolu retires by rotation at this Annual General Meeting, and being eligible, offers herself for reappointment.

DECLARATION BY INDEPENDENT DIRECTORS:

The declaration by Independent Directors has been placed in our web site www.beardsell.co.in

FORMAL ANNUAL EVALUATION:

The Board members and the Committee members performed their functions as required by the Companies Act 2013 and as per the regulatory framework of Securities and Exchange Board of India. The Company has received the annual evaluation report from the Directors. The Board of Directors individually and as a whole has been formally evaluated by the Independent Directors at their meeting held on 12th February 2018.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 2017-18 Ten Board Meetings were held on 06/05/2017, 25/05/2017, 22/07/2017, 08/08/2017, 13/09/2017, 28/09/2017, 20/10/2017, 14/12/2017, 12/02/2018 and 17/03/2018.

AUDIT COMMITTEE:

During the financial year 2017-18 Six Audit Committee Meetings were held on 25/05/2017, 22/07/2017, 13/09/2017, 28/09/2017, 14/12/2017 and 12/02/2018..

Composition and Attendance record of the members of the Committee is as under:

S.No	Member	Designation	No. of meetings attended
1	Mr. R. Gowri Shanker	Independent	6
2	Mr. VJ. Singh	Independent	6
3	Mr Bharat Anumolu	Managing Director	6

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for directors and employees to report genuine concerns and the same is hosted in our website www.beardsell.co.in

NOMINATION AND REMUNERATION COMMITTEE

During the financial year 2017-18 three Committee meetings were held on 22/07/2017, 08/08/2017 and 20/10/2017.

S.No	Member	Designation	No. of meetings
1	Mr. R. Gowri Shanker	Independent	3
2	Mr. V.J. Singh	Independent	3
3	Mrs A Jayasree	Non- Executive	2

CORPORATE SOCIAL RESPONSIBILITY REPORTING (CSR) CSR Reporting forms part of this Report.

During the financial year 2017-18 one Committee meeting was held on 12/02/2018.

S.No	Member	Designation	No. of meetings attended
	Mr Bharat Anumolu	Managing Director	1
2	Mrs Jayasree Anumolu	Non Executive Director	1
3	Mrs Vijayalakshmi Ravindranath	Independent Director	1

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013:

(i) Loans : NIL

(ii) Guarantees : Nil

(iii) Investments : Rs.181.08 lacs

SECRETARIAL AUDIT REPORT:

A Secretarial Audit Report given by Lakshmmi Subramanian & Associates, Practicing Company Secretaries, Chennai is annexed to this report.

AUDITORS'' CERTIFICATE ON CORPORATE GOVERNANCE:

M/s Batliboi & Associates, LLP Chartered Accountants, Chennai have given a certificate regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed to this report

RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy including identification therein the elements of risk which in the opinion of the Board may threaten the existence of the company.

COST AUDIT

Your company has appointed Mr M. Krishnaswamy, Practicing Cost Accountant, Chennai (FCMA No.5944) as Cost Auditor for the financial year 2017-18 with the consent of the Central Government for the Audit of Cost Accounts maintained by the Company.

EMPLOYEE RELATIONS

The relations between the employees and management continued to be cordial during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required by Sec. 134 (3) [c] of the Companies Act, 2013, your Directors further report that:

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

II The Directors have selected 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 as on 31st March, 2018 and of the Profit of the Company for financial year ended 31st March, 2018;

III 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;

IV The Directors have prepared the Annual Accounts on a going concern basis.

V The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

VI The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REMUNERATION POLICY OF THE COMPANY

The remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been hosted in our website www.beardsell.co.in.

CORPORATE GOVERNANCE

Your Directors report that your Company has been fully compliant with the SEBI ICDR Regulations on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement. A detailed report on this forms part of Annexure.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the continued support received from the Bankers, Principals/Suppliers, Customers and Employees.

For and on behalf of the Board

Bharat Anumolu

Managing Director

V J Singh

Hyderabad Director

6th August , 2018

Mar 31, 2016

The Directors present the 79th Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31.03.201 6.

PERFORMANCE / OPERATIONS

FINANCIAL RESULTS ( Rs. In Lakhs)

	Year Ended	Year Ended
	31.03.2016	31.03.2015
Gross Revenue	15122.88	13202.42
Profit before interest & Depreciation	1355.94	762.14
Finance Cost	520.26	462.86
Profit before Depreciation	835.68	299.28
Depreciation	322.33	304.50
Profit / (LOSS) before tax	513.55	(5.22)
Profit / (LOSS) after taxation	328.53	(9.83)
Surplus in Statement of Profit & Loss Account
from Last Year	1651.08	1723.05
Less: Depreciation on transition to Schedule 1
of The Companies Act, 2013 on tangible fixed
assets with nil remaining useful life		(5.78)
Appropriations
Dividend paid on Equity Shares	56.20	46.83
Tax on Dividend	11.44	9.53
Surplus carried to Balance Sheet	1911.97	1651.08

DIVIDEND:

The Board of Directors wishes to inform the shareholders that Interim Dividend at the rate of Re. 1.20 (12 percent) per share was paid as Dividend for the year ended 31st March, 201 6 to those share holders whose name appeared in the Register of Members on 23rd March, 201 6. The above payment shall be considered as final dividend and no fresh dividend is recommended by the Board.

Consolidated Financial Statements

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements, the audited consolidated financial statement is provided in the Annual Report.

REVIEWOF OPERATIONS A) PACKAGING PRODUCTS

EPS division showed an excellent achievement both in production as well as gross margins. Continuous reduction in RM pricing due to crude/dollar fluctuations helped increase in margins.

B) PREFABRICATED PANEL PRODUCTS

Our Isobuild sales went up due to a major order from KRIDL, Bangalore.

The Quikbuild sales also have picked up considerably.

C) CONTRACTS & EXPORTS

Our contracting division continues to execute insulation contracts for major public sector companies. We are striving to increase revenues in this segment by marketing across regions. The exports division has successfully won several global tenders and are in the process of implementing those contracts. The exports teams is doing remarkably well.

CHANGE IN THE NATURE OF BUSINESS, IF ANY: There is no change in the nature of business.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of the report: Nil

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future : Nil

Details of Associate Companies: Nil

DETAILS OF WHOLLY OWNED SUBSIDIARY

Our Company has acquired M/s. Sarovar Insulation Pvt Ltd and made it a wholly owned Subsidiary on 29/02/2016. M/s.Sarovar Insulation Pvt Ltd is engaged in the manufacture and processing of EPS products at Coimbatore and at SUPA, Ahmednagar, Maharashtra.

Fixed Deposits

(a)	Accepted During the year	Rs. 88,49,000/-
(b)	Remained Unpaid or unclaimed as at the end of the year	Rs.2,09,000/-
(c)	Whether there has been any default	There was no
	in repayment of deposits or payment	default in
	of interest thereon during the year	repayment of
	and if so, number of such cases	deposits or payment
	and the total amount involved	of interest thereon.
(d)	At the beginning of the year	NIL
	Maximum during the year	NIL
	At the End of the year The details of deposits which are not in compliance with the requirements	NIL
	of Chapter V of the Act	NIL

STATUTORY AUDITORS

Messrs. Deloitte Haskins & Sells (DHS), Chartered Accountants, Chennai (ICAI Registration Number of the firm is 008072S) were appointed as Statutory Auditors of the Company in our Seventy Seventh Annual General Meeting held on 13th August 2014 and they hold office till the conclusion of our Eightieth Annual General Meeting on a remuneration as the Board of Directors of the Company may determine, in addition to travelling and out of pocket expenses.

INTERNAL AUDITORS

Mr .V V Sridharan (Membership Number FCA 24801) is the Internal Auditor of our Company.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No.MGT-9 forms part of this Board s Report.

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

Information Under Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and forming part of Directors Report for the year ended 31st March 2016.

Research and Development, Technology Absorption and Conservation of Energy

The main focus of the Company''s Research and Development effort is on Energy Conservation, process up gradation and environmental preservation

Better utility of Resources, to minimize cost & wastage. Continuous efforts are on to reduce wastage in use of Power and Fuel.

Foreign Exchange Earnings And Outgo

During the year under review, Foreign Exchange Earnings amounted to Rs.l 1 55.29 Lakhs as against Rs.l 266.48 Lakhs during previous year.

The total Foreign Exchange Outgo during the year under review was Rs.l 102.74 Lakhs as against Rs.l 392.67 Lakhs during previous year.

DIRECTORS

APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS

Mrs. Jayasree Anumolu retires by rotation at this Annual General Meeting, and being eligible, offer herself for reappointment.

DECLARATION BYINDEPENDENT DIRECTORS:

The declaration by Independent Directors forms part of this Board''s Report.

FORMAL ANNUAL EVALUATION:

The Board members and the Committee members performed their functions as required by the Companies Act 2013andas per the regulatory framework of Securities and Exchange Board of India.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 201 5-1 6 Six Board Meetings were held on 29/05/2015, 13/08/2015, 13/11/2015, 12/02/2016,1 9/02/201 6 and 12/03/201 6.

AUDIT COMMITTEE:

During the financial year 2015-16 Four Audit Committee Meetings were held on 29/05/2015, 13/08/2015, 13/11/201 5 and 12/02/201 6.

Composition and Attendance record of the members of the Committee is as under:

S.No	Member	Designation	No. of meetings attended
1	Mr. M. Uttam Reddi	Independent	3
2	Mr. V. Thirumal Rao	Non-Executive	4
3	Mr. R. Gowri Shanker	Independent	4
4	Mr. V.J. Singh	Independent	4
5	Mr. S.V Narasimha Rao	Executive Director	4

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for directors and employees to report genuine concerns and the same is hosted in our website www.beardsell.co.in.

NOMINATION AND REMUNERATION COMMITTEE

During the financial year 2015-16 one Committee meeting was held on 29/05/201 5.

S.No	Member	Designation	No. of meetings attended
1	Mr. M. Uttam Reddi	Independent	1
2	Mr. V. Thirumal Rao	Non-Executive	1
3	Mr. R. Gowri Shanker	Independent	1
4	Mr. V.J. Singh	Independent	1

CORPORATE SOCIAL RESPONSIBILITY REPORTING (CSR)

CSR Reporting forms part of this Report.

CSR COMMITTEE COMPRISES OF THE FOLLOWING DIRECTORS:

S. No	Member	Designation	No. of meetings attended
1	Mr Bharat Anumolu	Managing Director	1
2	Mr.Amrith Anumolu	Executive Director	1
3	Mr.R.Gowri Shanker	Independent Director	1

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013:

(i) Loans : Rs.920.00 lacs

(ii) Guarantees : Nil

(iii) Investments : Rs. 1 59.20 lacs

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Form No. AOC-2: (Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014).

Form for disclosure of particulars of contracts /arrangements entered into by the company with related parties referred to in sub-section (1) of section 1 88 of the Companies Act, 201 3 including certain arm''s length transactions under third proviso thereto:

Details of contracts or arrangements or transactions not at arm''s length basis			: NIL
Details	of material contracts or arrangements or transactions at arm''s length basis :
1. Na	me	of the related party and nature of relationship :	Sarovar Insulation Pvt Ltd
	(i)	Nature of contracts/arrangements/transactions :	Processor and seller of EPS Products and
			Purchaser of EPS Resins
	(ii)	Duration of contracts/arrangements/transactions :	Ongoing
	(iii)	Salient terms of contract including value :	Processing charges : Rs.25.88 lacs;
			Sale of EPS Products : Rs.882.37 lacs
			Purchase of EPS Resins : Rs.49.15lacs
	(iv)	Date of approval by Board, if any :	1 3th August 2015
	(v)	Amount paid as advances, if any :	Nil
2. Na	me	of the related party and nature of relationship :	Gunnam Subbarao Insulation Pvt Ltd
	(i)	Nature of contracts/ arrangements/ transactions:	Processor of EPS & Quikbuild products
	(n)	Duration of contracts/arrangements/transactions :	Ongoing
	(in)	Salient terms of contract including value :	Processing charges : Rs. 1 89.33 lacs
			Sales of Isobuild products : Rs. 393.12 lacs
			Purchase of Isobuild products : Rs. 360.1 7 lacs
	(iv)	Date of approval by Board, if any :	13th August 2015
	(v)	Amount paid as advances, if any :	Nil

BOARDS REPORT FOR THE YEAR ENDED 31/03/2016 PARTICULARS OF EMPLOYEES:

(A) Information as per Section 197 (12) read with Rule 5 (1) of The Companies (Appointment & Remuneration of Managerial Personnel) Rules,2014:

(i) The ratio of Remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Name of the Director	Ratio
Mr. Bharat Anumolu	8.69
Mr. S.V. Narasimha Rao	14.22
Mr. Amrith Anumolu	8.69
Mr. Uttam Reddi	n
Mr. V. Thirumal Rao	n
Mr. R. Gowri Shanker	n
Mr. V.J. Singh	n
Mrs. Jayasree Anumolu	n

The median remuneration of the employees of the company during the Financial Year 2015-16wasRs.3,12,929/-

{*) The sitting fees received by the non-executive Independent Directors was less than the median remuneration of employee and hence the ratio is not provided.

{**) The remuneration received by the non-executive Director comprises of sitting fees and professional fees paid to a Law firm wherein he is a Partner for rendering legal services and hence the ratio is not provided.

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year:

Name of the Director	Designation	% of increase in Remuneration
Mr. Bharat Anumolu	Managing Director	2.27
Mr. S.V Narasimha Rao	Executive Director	4.61
Mr. Amrith Anumolu	Executive Director	100.00
Mr. M.Uttam Reddi	Independent Director	(#)
Mr. VThirumal Rao	Non-Executive Director	(#i
Mr. R.Gowri Shanker	Independent Director	(#i
Mr. VJ.Sinqh	Non-Executive Director	(#)
Mrs. Jayasree Anumolu	Independent Director	(#i
Mr. Y.Mukthar Basha	Chief Financial Officer	6.67
Mr. K.Murali	Company Secretary	1 7.84

{#) The remuneration to non-executive Independent Directors comprises of sitting

fees for attending the Board / Committee meetings. The actual payment of sitting fee is based on the number of meetings attended by the Directors. In view of the aforesaid facts, the calculation of percentage increase in remuneration would not be meaningful and hence not provided.

The percentage increase in the remuneration of Chief Financial Officer and Company Secretary in the financial year: 10.92 %

(iii) The percentage increase in the median remuneration of employees in the financial year: 27.58%

(iv) The number of permanent employees on the rolls of the company: 234

(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 point out if there are any exceptional circumstances for increase inthe managerial remuneration:

Managerial Remuneration was increased by 100% to Mr.Amrith Anumolu, Executive Director which is higher than percentile increase in salaries of employees other than Managerial Personnel. The increase is in commensurate with the level of contribution made by Mr. Amrith Anumolu to the Company.

(vi) Affirmation that the remuneration is as per the remuneration policy of the company:

The Company affirms that the remuneration is as per the Remuneration Policy of the Company.

(B) Information as per section 1 97 (12) read with Rule 5 (2) and 5(3) of The Companies (Appointment & Remuneration of Managerial Personnel) Rules,201 4:

(i) None of the employee was in receipt of remuneration for the financial year 2015-16, which, in aggregate, was not less than sixty lakh rupees; and

(ii) None of the employee who was employed for a part of the financial year 2015-1 6 was in receipt of remuneration for any part of the financial year 201 5-1 6, at a rate, which, in the aggregate, was not less than five lakh rupees per month.

SECRETARIAL AUDIT REPORT:

A Secretarial Audit Report given by Lakshmmi Subramanian & Associates, Practicing Company Secretaries, Chennai is annexed to this report.

AUDITORS'' CERTIFICATE ON CORPORATE GOVERNANCE:

M/s Deloitte Haskins & Sells, Chartered Accountants, Chennai have given a certificate regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed to this report.

RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy including identification therein the elements of risk which in the opinion of the Board may threaten the existence of the company.

COST AUDIT

Your company has appointed Mr M. Krishnaswamy, Practicing Cost Accountant, Chennai (FCMA No.5944) as Cost Auditor for the financial year 201 6-1 7 with the consent of the Central Government for the Audit of Cost Accounts maintained by the Company.

EMPLOYEE RELATIONS

The relations between the employees and management continued to be cordial during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required by Sec. 1 34 (3) [c] of the Companies Act, 201 3, your Directors further report that:

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

II The Directors have selected 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 as on 31st March, 201 6 and of the Profit of the Company for financial year ended 31 st March, 201 6;

MANAGEMENT DISCUSSIONS AND ANALYSIS Industry Structure & Development

The prefab building elements manufactured by your Company finds applications in cold storages, Food Processing Plants, Pharmaceuticals and Roofing applications. Expanded Polystyrene has varied applications in insulation and packaging. SteilWallz panels finds applications in construction of low cost housing. Your Company also undertakes Contracts with in-house /outsourced materials.

Outlook on Opportunities and Threats

With increased industrial construction and retail business activities and Government of India''s thrust and encouraging policies on cold storages with latest technologies for improving post harvest infrastructure, there is likely to be increase in demand for your Company''s products.

Fluctuating raw material prices can have negative impact on operations. Majorrawmaterialsare:

a) Expanded Polystyrene (a petroleum derivative):

Increase in petroleum prices impacts this raw material price.

IV The Directors have prepared the Annual Accounts on a going concern basis.

V The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

VI The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REMUNERATION POLICY OF THE COMPANY

CORPORATE GOVERNANCE

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the continued support received from the Bankers, Principals/Suppliers, Customers and Employees.

For and on behalf of the Board

Bharat Anumolu Managing Director

Hyderabad S.V Narasimha Rao

May 27, 201 6 Executive Director

Mar 31, 2015

Dear Members'

The Directors present the 78th Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31.03.2015.

PERFORMANCE / OPERATIONS

FINANCIAL RESULTS (Rs. In Lakhs)

Year Ended Year Ended 31.03.2015 31.03.2014

Gross Revenue 13202.42 10704.20

Profit before interest & Depreciation 762.14 663.14

Finance Cost 462.86 238.26

Profit before Depreciation 299.28 424.88

Depreciation 304.50 222.52

Profit/(LOSS) before tax (5.22) 202.36

Profit / (LOSS) after taxation (9.83) 129.12

Surplus in Statement of Profit & Loss Account

from Last Year 1723.05 1648.72

Less: Depreciation on transition to Schedule II of The Companies Act, 2013 on tangible fixed assets with nil remaining (5.78) - useful life

Appropriations

Proposed Dividend on Equity Shares 46.83 46.83 Tax on Dividend 9.53 7.96

Surplus carried to Balance Sheet 1651.08 1723.05

Consolidated Financial Statements

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements, the audited consolidated financial statement is provided in the Annual Report.

DIVIDEND:

The Board of Directors wishes to inform the shareholders that the Dividend at the rate of Re.l/- (10 percent) per share is proposed to be paid as Dividend for the year ended 31st March, 201 5 to those share holders whose name appears in the Register of Members on 6th August, 2015, subject to the approval of the shareholders in the ensuing Annual General Meeting.

REVIEW OF OPERATIONS

A) PACKAGING PRODUCTS

Our EPS Packaging products are accepted throughout various industry sectors due to our emphasis on quality and our adherence to production schedules. Although our turn over is increasing, our profitability for this product line is severely impacted by the continuous increase in raw material prices.

B) PREFABRICATED PANEL PRODUCTS

Our Isobuild product line has performed well. SteilWallz which is marketed as a superior building system has made substantial progress during this year.

C) CONTRACTS & EXPORTS

Our contracting division continues to execute insulation contracts for major public sector companies. We are striving to increase revenues in this segment by marketing across regions. The exports division has successfully won several global tenders and are in the process of implementing those contracts. The exports teams is doing remarkably well.

CHANGE IN THE NATURE OF BUSINESS, IF ANY: There is no change in the nature of business.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of the report: Nil

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future : Nil

Details in respect of adequacy of internal financial controls with reference to the Financial Statements : Adequate internal financial controls are in place and they are working effectively and efficiently.

Details of Associate Companies: Nil

Fixed Deposits

The details relating to deposits, covered under Chapter V of the Act:

(a) Accepted During the year NIL

(b) Remained un paid or unclaimed Rs. 147000/- as at the end of the year

(c) Whether there has been any default There was no in repayment of deposits or payment default In of interest thereon during the year repayment of and if so, number of such cases deposits or payment and the total amount involved of interest thereon.

(d) At the beginning of the year NIL

Maximum during the year NIL

At the End of the year NIL

The details of deposits which are not in compliance with the requirements of Chapter V of the Act NIL

STATUTORY AUDITORS

Messrs. Deloitte Haskins & Sells (DHS), Chartered Accountants, Chennai (ICAI Registration Number of the firm is 008072S) were appointed as Statutory Auditors of the Company in our Seventy Seventh Annual General Meeting held on 13th August 2014 and they hold office till the conclusion of our Eightieth Annual General Meeting on a remuneration as the Board of Directors of the Company may determine, in addition to travelling and out of pocket expenses.

INTERNAL AUDITORS

Mr .V.V Sridharan (Membership Number FCA 24801) is the Internal Auditor of our Company.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No.MGT-9 forms part of this Board's Report.

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

Information Under Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and forming part of Directors Report for the year ended 31 st March 2015.

Research and Development, Technology Absorption and Conservation of Energy

The main focus of the Company's Research and Development effort is on Energy Conservation, process upgradation and environmental preservation

Better utility of Resources, to minimize cost & wastage. Continuous efforts are on to reduce wastage in use of Power and Fuel.

Foreign Exchange Earnings And Outgo

During the year under review, Foreign Exchange Earnings amounted to Rs.1266.48 Lakhs as against Rs.51.26 Lakhs during previous year.

The total Foreign Exchange Outgo during the year under review was Rs.l392.67 Lakhs as against Rs.504.13 Lakhs during previous year.

DIRECTORS

APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS

Mrs Jayasree Anumolu was appointed as a Director with effect from 31st March 2015. The appointment is subject to the approval and confirmation of the shareholders in the ensuing Annual General Meeting.

Mr.V.Thirumal Rao retires by rotation at this Annual General Meeting, and being eligible, offer him self for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS:

The declaration given by the Independent Directors are hosted in our website www.beardsell.co.in

FORMAL ANNUAL EVALUATION BY BOARD OF ITS OWN PERFORAAANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board members and the Committee members performed their functions as required by the Companies Act 2013 and as per the regulatory framework of Securities and Exchange Board of India.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2014-15 Six Board Meetings were held on 29/05/2014, 13/08/2014, 12/11/2014, 20/01/2015, 13/02/2015 and 31/03/2015.

AUDIT COMMITTEE

During the financial year 2014-15 Four Audit Committee Meetings were held on 29/05/2014, 13/08/2014, 12/11/2014 and 13/02/2015.

Composition and Attendance record of the members of the Committee is as under:

No. of S. Member Designation meetings No attended

1 Mr. M. Uttam Reddi Independent 3

2 Mr. V Thirumal Rao Non-Executive 4

3 Mr. R. Gowri Shanker Independent 3

4 Mr. V.J. Singh Independent 4

5 Mr. S.V. Narasimha Rao Executive Director 4

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for directors and employees to report genuine concerns and the same is hosted in our wesite www.beardsell.co.in.

NOMINATION AND REMUNERATION COMMITTEE

During the financial year 2014-15 one Committee meeting was held on 19/05/2014.

S. Member Designation No. of No meetings attended

1 Mr. M. Uttam Reddi Independent 1

2 Mr. V Thirumal Rao Non-Executive 1

3 Mr. R. Gowri Shanker Independent 1 4 Mr. V.J. Singh Independent 1

CORPORATE SOCIAL RESPONSIBILITY REPORTING (CSR)

CSR Reporting forms part of this Report.

CSR COMMITTEE COMPRISES OF THE FOLLOWING DIRECTORS:

S. Member Designation No. of No meetings attended

1 Mr Bharat Anumolu Managing Director 1

2 Mr. Amrith Anumolu Executive Director 1

3 Mr.R.Gowri Shanker Independent Director 1

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013:

(i) Loans : Rs.372.70 lacs

(ii) Guarantees : Nil

(iii) Investments : Rs. 138.08 lacs

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Form No. AOC-2: (Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules, 201 4).

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto:

Details of contracts or arrangements or transactions not at arm's length basis : NIL

Details of material contracts or arrangements or transactions at arm's length basis :

1. Name of the related party and nature of relationship : Sarovar Insulation Pvt Ltd

(i) Nature of contracts/ arrangements/transactions : Processor and seller of EPS Products and Purchaser of EPS Resins

(ii) Duration of contracts/ arrangements/transactions : Ongoing

(iii) Salient terms of contract including value : Processing charges : Rs. 15.98 lacs;

Sale of EPS Products : Rs.935.62 lacs;

Purchase of EPS Resins : Rs. 129.52 lacs

(iv) Date of approval by Board, if any : 12th November 2014

(v) Amount paid as advances, if any : Nil

2. Name of the related party and nature of relationship : Gunnam Subbarao Insulation Pvt Ltd

(i) Nature of contracts / arrangements / transactions : Processor of EPS & Quikbuild products

(ii) Duration of contracts/ arrangements/transactions : Ongoing

(iii) Salientterms of contract including value : Processing charges: Rs. 175.00 lacs

(iv) Date of approval by Board, if any : 12th November 2014

(v) Amount paid as advances, if any : Nil

Particulars of Employees and related disclosures

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, none of the employee is drawing remuneration in excess of the limits set out in the said rules.

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

Having regard to the provisions of the first 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 information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The Full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company's website.

SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014, your Company engaged the services of Messrs. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31,2015.

The Secretarial Audit Report (in Form MR -3) is attached as Annexure to this Report.

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE:

M/s Deloitte Haskins & Sells, Chartered Accountants, Chennai have given a certificate regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed to this report.

RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy including identification therein the elements of risk which in the opinion of the Board may threaten the existence of the company.

COST AUDIT

Your company has appointed Mr M. Krishnaswamy, Practicing Cost Accountant, Chennai (FCMA No.5944) as Cost Auditor for the financial year 2015-16 with the consent of the Central Government for the Audit of Cost Accounts maintained by the Company.

EMPLOYEE RELATIONS

The relations between the employees and management continued to be cordial during the year.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required by Sec. 134 (3) [c] of the Companies Act, 201 3, your Directors further report that:

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

II The Directors have selected 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 as on 31st March, 2015 and of the Profit / (Loss) of the Company for financial year ended 31st March, 2015;

III 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;

IV The Directors have prepared the Annual Accounts on a going concern basis.

V The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

VI The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REMUNERATION POLICY OF THE COMPANY

The Remuneration policy of the Company Comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been hosted in our website www.beardsell.co.in .

CORPORATE GOVERNANCE

Your Directors report that your Company has been fully compliant with the SEBI ICDR Regulations on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement. A detailed report on this forms part of Annexure.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the continued support received from the Bankers, Principals/Suppliers, Customers and Employees.

For and on behalf of the Board

Bharat Anumolu Managing Director Chennai S.V. Narasimha Rao May 29, 2015 Executive Director

Mar 31, 2014

Dear Members,

The Directors present the 77th Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31.03.201 4.

PERFORMANCE / OPERATIONS

FINANCIAL RESULTS (Rs. In Lakhs)

Year Ended Year Ended 31.03.2014 31.03.2013

Gross Revenue 10704.20 9609.92

Profit before interest & Depreciation 663.14 863.22

Finance Cost 238.26 177.96

Profit before Depreciation 424.88 685.26

Depreciation 222.52 179.33

Profit before tax 202.36 505.93

Profit after taxation 129.12 294.05

Surplus in Statement of Profit & 1648.72 1409.46 Loss from Last Year Appropriations

Proposed Dividend on Equity Shares 46.83 46.83

Tax on Dividend 7.96 7.96

Surplus carried to Balance Sheet 1723.75 1648.72

REVIEW OF OPERATIONS DIVIDEND:

The Board of Directors wishes to inform the shareholders that the Dividend at the rate of Re. 1 /- (10 percent) per share is proposed to be paid as Dividend for the year ended 31st March, 2014 to those share holders whose name appears in the Register of Members on 4th August, 2014, subject to the approval of the shareholders in the ensuing Annual General Meeting.

A) PACKAGING PRODUCTS

Our EPS packaging products are accepted throughout various industry sectors due to our emphasis on quality and our adherence to production schedules. Notable customer wins in this financial year included SANMINA SCI India Pvt Ltd., who have started procuring our product. Although our volumes are increasing, our profitability for this product line is severely impacted by the continuous increase in EPS raw material prices.

B) PREFABRICATED PANEL PRODUCTS

Our Isobuild product line installed Walk-in Cold Rooms for storing medicines throughout Andhra Pradesh. This tender was won against international bidding. We have successfully executed 120 Nos of RO plant buildings to Karnataka Rural Infrastructure Development Ltd for supply of purified water in various villages throughout Karnataka. We have also successfully executed 105 TORTA CABINS for PWD, Bihar.

This year substantial progress has been made in SteilWallz, which is marketed as a superior building system to the traditional RCC construction that is prevalent in the commercial and residential building sectors. We have executed villas / houses in Tamil Nadu and Hyderabad in a very quick time and at a competitive cost compared to conventional method of construction.

C) CONTRACTS & EXPORTS

Our contracting division continues to execute insulation contracts for major companies including HPCL, IOCL and others. We are striving to increase revenues in this segment by marketing across regions. The exports team has successfully won several tenders abroad and are in the process of implementing the contracts.

FIXED DEPOSITS

Fixed Deposits amounting to Rs. 1.24 Lakhs matured but were not claimed till 31st March 2014. Subsequently , Fixed Deposit totaling to Rs 0.45 Lakhs have been re- paid.

Pursuant to Section 73, 74 and 76 of the Companies Act 2013, deposits accepted prior to 01/04/2014 are being repaid on the respective due dates.

All Deposits / Interest accrued there on remaining unclaimed for a period of seven years from the date they became due for payment have been credited to the Investor Education and Protection Fund under Section 124 (5) of the Companies Act, 2013.

INSURANCE

All the Properties of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

DIRECTORS

Mr. Bharat Anumolu was re-appointed as Managing Director with effect from 20th May, 2014 for a period of five years. The re-appointment is subject to the approval and confirmation of the shareholders in the ensuing Annual General Meeting.

Mr. S.V. Narasimha Rao was re-appointed as Executive Director with effect from 29th June, 2014 for a period of five years. The reappointment is subject to the approval and confirmation of the shareholders in the ensuing Annual General Meeting.

Mr. V.Thirumai Rao retires by rotation at this Annual General Meeting, and being eligible, offer him self for re-appointment.

Mr. R.Gowri Shanker, Mr, M.Uttam Reddi and Mr. V.J.Singh Directors, reappointed as an Independent Directors of the Company to hold office for a period of five years from 29th May, 201 4 to 28th May, 2019.

AUDITORS

The Auditors, Messrs. Deloitte Haskins & Sells (DHS), retire and are eligible for re-appointment for a further period of three years up to the conclusion of the Eightieth Annual General Meeting of the Company. A written certificate has been received by the Company from them that the re-appointment, if made, will be in accordance with the limits specified in Sec. 139 (1) of the Companies Act, 2013.

DIRECTORS''RESPONSIBILITY STATEMENT:

As required by Sec. 134 (3) [c] of the Companies Act, 2013, your Directors further report that:

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

II. The Directors have selected accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 st March, 201 4 and of the Profit of the Company for financial year ended 31st March, 2014;

III. 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;

IV. The Directors have prepared the Annual Accounts on a going concern basis.

COST AUDIT

Your company has appointed Mr M. Krishnaswamy, Practicing Cost Accountant, Chennai (FCMA No.5944) as Cost Auditor for the financial year 2014-15 with the consent of the Central Government for the Audit of Cost Accounts maintained by the Company.

CORPORATE GOVERNANCE

Your Directors report that your Company has been fully compliant with the SEBI ICDR Regulations on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement. A detailed report on this forms part of Annexure.

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

Information Under Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and forming part of Directors Report for the year ended 31st March, 2014.

Research and Development, Technology Absorption and Conservation of Energy

The main focus of the Company''s Research and Development effort is on Energy Conservation, process up gradation and environmental preservation Better utility of Resources, to minimize cost & wastage. Continuous efforts are on to reduce wastage in use of Power and Fuel.

We have installed Solar Energy System in our Chennai Factory and we have developed a low cost insulated building material for use in low cost housing.

Foreign Exchange Earnings And Outgo

During the year under review, Foreign Exchange Earnings amounted to Rs. 51.26 Lakhs as against Rs.395.98 Lakhs during previous year.

The total Foreign Exchange Outgo during the year under review was Rs.504.13 Lakhs as against Rs.1 32.1 4 Lakhs during previous year.

EMPLOYEE RELATIONS

The relations between the employees and management continued to be cordial during the year.

PARTICULARS OF EMPLOYEES

None of the employees come under purview of Section 134 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the continued support received from the Bankers, Principals/Suppliers, Customers and Employees.

For and on behalf of the Board Bharat Anumolu Managing Director Chennai S.V. Narasimha Rao May 29, 201 4 Executive Director

Mar 31, 2013

The Directors present the 76th Annual Report of the Company together with the Audited Accounts for the Financial Year ended31.03.2013.

PERFORMANCE / OPERATIONS

FINANCIAL RESULTS

(Rs. In Lakhs)

Year Ended Year Ended 31.03.2013 31.03.2012

Gross Revenue 9609.92 9643.04

Profit before Finance Cost & Depreciation 842.22 639.75

Finance Cost 156.96 125.53

Profit before Depreciation 685.26 514.22

Depreciation 179.33 163.48

Profit before tax 505.93 350.74

Profit after taxation 294.05 235.25

Surplus in Statement of Profit & Loss from Last Year 1409.46 1228.65 Appropriations

Proposed Dividend on Equitv Shares 46.83 46.83

Tax on Dividend 7.96 7.61

Surplus carried to Balance Sheet 1648.72 1409.46

REVIEW OF OPERATIONS

DIVIDEND:

The Board of Directors wishes to inform the shareholders that the Dividend at the rate of Re.l .00 (10 percent) per share is proposed to be paid as Dividend for the year ended 31st March, 201 3 to those share holders whose name appears in the Register of Members on 4th August, 201 3, subject to the approval of the shareholders in the ensuing Annual General Meeting.

A) PACKAGING PRODUCTS

Our EPS packaging products are accepted throughout various industry sectors due to our emphasis on gualityand ouradherence to production schedules. Notable customer wins in this financial year included Samsung India Pvt. Ltd., who have started procuring our product for their Sriperumbudur manufacturing location. Although our volumes are increasing, our profitability for this product line is severely impacted by the continuous increase in EPS raw material prices.

B) PREFABRICATED PANEL PRODUCTS

Our Isobuild product line was impacted due to the decrease in projects initiated by the pharmaceutical sector. We have identified other customer segments and expect our revenues from this product line to stabilize or increase by diversifying beyond the pharma sectorclientele.

We are ramping up our new product line, SteilWallz, which is marketed as a superior building system to the traditional RCC construction that is prevalent in the commercial and residential building sectors. SteilWallz is a prefabricated

building panel that can cut energy use in buildings by up to 20 per cent, and can reduce construction time by up to 50 per cent. These substantial savings are not the only benefits that builders can obtain from using SteilWallz prefabricated panels.

C) CONTRACTS & EXPORTS

Our contracting division continues to execute insulation contracts for major companies including HPCL, IOCL and others. We are striving to increase revenues in this segment by marketing across regions. The exports team has successfully won several tenders abroad and are in the process of implementing the contracts.

FIXED DEPOSITS

Fixed Deposits amounting to Rs. 1.29 Lakhs matured but were not claimed till 31st March 2013. Subsequently , Fixed Deposits totaling to Rs 0.10 Lakhs have been renewed / re- paid. Reminders have been sent to the other deposit holders for their instructions.

All Deposits / Interest accrued thereon remaining unclaimed for a period of seven years from the date they became due for payment have been credited to the Investor Fducation and Protection Fund under Section 205 C of the Companies Act, 1956.

INSURANCE

All the Properties of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

DIRECTORS

Mr.V.Thirumal Rao, Mr.V.J.Singh, retires by rotation at this Annual General Meeting, and being eligible, offer themselves for re-appointment.

MrAmrith Anumolu was appointed as Executive Director with effect from 1st April, 2013 for a period of five years. The appointment is subject to the approval and confirmation of the shareholders in the ensuing Annual general Meeting.

AUDITORS

The Auditors, Messrs. Deloitte Haskins & Sells (DHS), retire and are eligible for re-appointment. A written certificate has been received by the Company from them that the re-appointment, if made, will be in accordance with the limits specified in Sec.224 (IB) of the Companies Act, 1956.

DIRECTORS''RESPONSIBILITY STATEMENT:

As required by Sec. 217(2AA) of the Companies Act, 1956, your Directors further report that:

I. In preparation of the Annual Accounts, applicable accounting standards have been followed along with aroperexplanation relating to material departures;

II. The Directors have selected 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 as on 31st March, 201 3 and of the Profit of the Company for financial year ended 31st March, 2013;

III. 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;

IV. The Directors have prepared the Annual Accounts on a going concern basis.

COST AUDIT

Pursuant to the Circular Dated 24th January, 2012 of the Ministry of Corporate Affairs, Your company has appointed Mr.M.Krishnaswamy, Practicing Cost Accountant, Chennai (FCMA 5944) as Cost Auditor for the year 201 2-201 3, with the consent of the Central Government, for the Audit of Cost Accounts maintained by the Company.

CORPORATE GOVERNANCE

Your Directors report that your Company has been fully compliant with the SEBI iCDR Regulations on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement. A detailed report on this forms part of Annexure.

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

Information Under Section 21 7(1)(e) of the Companies Act, 1 956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1 988 and forming part of Directors Report for the year ended 31 st March 201 3.

Research and Development, Technology Absorption and Conservation of Energy

The mam focus of the Company''s research and Development effort is on Energy Conservation, process up-gradation and environmental preservation. Better utility of Resources, to minimize cost & wastage. Continuous efforts are on to reduce wastage in use of Powerand Fuel.

We have installed Solar Energy System in our Chennai Factory and we ha'' e developed a low cost insulated building material for use in low cost housing.

Foreign Exchange Earnings and Outgo

During the year under review, Foreign Exchange Earnings amounted to Rs.395.98 Lakhs as against Rs.21.43 Lakhs during previous year.

The total Foreign Exchange Outgo during the year under review was Rs.132.14 Lakhs as against Rs.889.18 Lakhs during previous year.

EMPLOYEE RELATIONS

The relations between the employees and management continued to be cordial during the year.

PARTICULARS OF EMPLOYEES

None of the employees come under purview of Section 21 7 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGMENT

Your Directors gratefully acknowledge the continued support received from the Bankers, Principals/Suppliers, Customers and Employees.

For and on behalf of the Board

Bharat Anumolu

Managing Director

Bengaluru S.V. Narasimha Rao

May 30, 2013 Executive Director

Mar 31, 2010

The Directors presentthe 73rd Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31.03.2010.

PERFORMANCE / OPERATIONS

FINANCIAL RESULTS ( Rs. In Lakhs) Year Ended Year Ended 31.03.2010 31.03.2009

Gross Revenue 5811.50 5282.16

Profit before Interest & Depreciation 565.07 138.63

Interest 12.77 15.02

Profit before Depreciation 552.30 123.61

Depreciation 73.79 57.31

Profit before tax 478.51 66.30

Profit after taxation 320.03 31.00

Balance of Profit & Loss Account from Last Year 579.50 548.50

Balance Profit carried to Balance Sheet 899.53 579.50

REVIEW OF OPERATIONS INSULATION DIVISION

a) EPS

Performance of this division was satisfactory and during the year your Company has recorded substantial growth in this sector.

b) ISOBUILD PREFAB PANELS

The Division sold / installed 82658 RMT as against 93938 RMT during the previous year. Slowdown of Projects, in particular, from Pharmaceuticals, Roofing Applications, Cold Storage & Food processing industries affected the sales. We hope that the subsequent year will show better results.

c) CONTRACTING

Companys decision to reduce its exposure to AC&R segment resulted in drop in business. We are planning to enter contracting business substantially.

TRADING DIVISION

Trading Divisions performance was affected largely due to slump in textile industry and exports. We were only doing textile exports. With our past experience, we are planning to enter foreign trade in a big way which will contribute significantly to our business.

CAPITAL ISSUE

The Company is implementing a number of enhancements in its production capacity and its cash flow projections indicates that it would have to raise additional debt via Term Loans to finance the capital expenditure including working capital . To keep the burden low the Company proposes to raise capital via issue of Fully Convertible Equity Warrants upto an extent of Rs.232.00 lakhs to the Promoters on Preferential Basis. The necessary resolution under section 81(1 A) of the Companies Act, 1956 is being placed before you at the ensuing Annual General Meeting for seeking your approval.

LISTING WITH STOCK EXCHANGE

The Companys securities are listed at:

Madras Stock Exchange Ltd., 11 Second Line Beach, Chennai -600 001.

The Listing fee to the Exchange has been paid upto date.

FIXED DEPOSITS

Fixed Deposits amounting to Rs. 1.1 4 Lakhs matured but were not claimed till 31st March, 2010. Subsequently, Fixed Deposits totaling to Rs 0.23 lakhs have been repaid. Reminders have been sent to the other deposit holders for their instructions.

All Deposits / Interest accrued there on remaining unclaimed for a period of seven years from the date they became due for payment have been credited to the Investor Education and Protection Fund under Section 205 C of the Companies Act, 1956.

INSURANCE

All the Properties of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

DIRECTORS

Mr. P Punnaiah, Director passed away on 26th February, 201 0 and the Board members and employees places on record the excellent support and guidance given by him to the Companys growth.

Mr. M. Uttam Reddi and Mr R Gowri Shanker, Directors, retire by rotation at this Annual General Meeting, and being eligible, offer themselves for re-appointment.

Mr. Amrith Anumolu and Mr V J Singh (Nominee of LIC) appointed as Additional Directors of the Company with effect from 12.08.2010.

AUDITORS

The Auditors, M/s. Deloitte Haskins & Sells (DHS), retire and are eligible for re-appointment. A written certificate has been received by the Company from them that the re-appointment, if made, will be in accordance with the limits specified in Sec.224(lB)ofthe Companies Act, 1956.

NOTE ON SUBSIDIARY COMPANY MERGER OF SUBSIDIARY COMPANY

Pursuant to order dated 23rd July, 2009 passed by the Honble High Court of Judicature at Madras in the Company Application No.988 of 2009 in Company Application No.551 of 2009, Meeting of Shareholders of BEARDSELL LIMITED was held on 9th September, 2009 at 10.00 A.M. at "Mini Hall", Sathguru Gnanananda Hall, Narada Gana Sabha, 314, T.T.K. Road, Chennai 60001 8 and the approval for merger of Viraat Granites (P) Ltd. (wholly owned subsidiary) with the Company was obtained. The report of the Chairman was filed in the Madras High Court immediately after the conclusion of the meeting.

Orders awaited from Hyderabad High Court for dissolution without winding up of the Subsidiary Company.

AUDITORS OF SUSIDIARY COMPANY

The Auditors, M/s. Deloitte Haskins & Sells (DHS), retire and are eligible for re-appointment. A written certificate has been received by the Company from them that the re-appointment, if made, will be in accordance with the limits specified in Sec.224 (1 B) of the Companies Act, 1 956.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Sec. 21 7(2AA) of the Companies Act, 1 956, your Directors further report that:

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

II. The Directors have selected 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 as on 31 st March, 201 0 and of the Profit of the Company for financial year ended 31st March, 2010;

III. 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;

IV. The Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Directors report that your Company has been fully compliant with the SEBI Guidelines on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement. A detailed report on this forms part of Annexure.

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

Information Under Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1 988 and forming part of Directors Report for the year ended 31st March, 2010.

Research and Development, Technology Absorption and Conservation of Energy

The main focus of the Companys research and Development effort is on Energy Conservation, process up gradation and environmental preservation

Better utility of Resources, to minimize cost & wastage. Continuous efforts are on to reduce wastage in use of Power and Fuel.

We are trying to go in for some cutting edge technology like solar, etc.

Foreign Exchange Earnings And Outgo

During the year under review, Foreign Exchange Earnings amounted to Rs.62.88 Lakhs as against Rs.115.33 Lakhs during previous year.

The total Foreign Exchange Outgo during the year under review was Rs.422.97 Lakhs as against Rs.212.57 Lakhs during previous year.

EMPLOYEE RELATIONS

The relations between the employees and management continued to be cordial during the year.

PARTICULARS OF EMPLOYEES

None of the employees come under purview of Section 21 7 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGMENT

Your Directors gratefully acknowledge the continued support received from the Bankers, Principals/Suppliers, Customers and Employees.

For and on behalf of the Board

Bbarat Anumolu

Managing Director

Chennai V. Thirumal Rao

August 28, 2010 Director

Mar 31, 2000

The Directors have pleasure in presenting the 63rd Annual Report of the Company togetherwith the Audited Accounts for the year ended 31.03.2000.

The Balance Sheet and Report of the Subsidiary Company are annexed to this Report as required under Sec.212 of The Companies Act, 1956.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Year ended Year ended 31.03.2000 31.03.1999

Gross Revenue 4108.28 3965.40

Cash Profit 77.26 50.52

Depreciation 114.41 120.16

Loss (37.15) (69.64)

Balance of Profit & Loss Account from Last year (13.77) 55.34

Dividend provision Written Back - 0.53

Balance in Profit & Loss A/c (50.92) (13.77)

DIVIDEND:

Considering the working results for the year under review, no dividend is recommended.

REVIEW OF OPERATIONS

Recession in the economy continued to affect the Companys performance all over.

INSULATION DIVISION:

This divisions performance was adversely affected due to a steep increase of 50% in Raw Material price between September 1999 and March 2000 which could not be fully passed on to customers immediately.

To improve competitiveness and reduce cost, automation of machines were extended to all factories.

In Ganga Nagar unit all the employees resigned from the services of the Company and their dues were settled.

In Thane unit due to high labour cost volumes were dropping. To overcome this, during the year under review, your Company offered Voluntary Retirement Scheme and only 10 workmen/staff opted for the scheme. Further 44 workmen were retrenched after due statutory compliance. Out of this 11 workmen have taken their terminal dues. This partial reorganisation was completed in February, 2000. Benefits of this reorganisation are likely to accrue during the current year.

ISOWALL PANELS:

During the year under review, your Company successfully completed two large cold storages at Hyderabad and Amritsar. Major enquiries are under negotiation and is likely to materialise during the current year.

MARKETING, CONSULTANCY AND EXPORT DIVISIONS:

MARKETING DIVISION:

(A) EPAD:

There was slight improvement in the working of this division. New agency taken for Vaccum Circuit Breakers is getting stabilised.

(B) CHEMICALS:

This divisions performance was affected due to larger imports and difficulties in the user segment. Credit policy of principal also affected this business. Reduction in turnover is also due to direct billing by the principal where the commission was protected.

CONSULTANCY DIVISION:

Consultancy divisions performance was satisfactory.

EXPORT DIVISION:

This divisions performance improved and efforts are being made for further progress.

FUTURE PLANS:

Sandwich panels are extensively used in cold storages & Food processing units. Technology is being sourced for food processing applications. To improve performance of marketing division, additional agency from NTC (TN & P) have been taken for certain territories. Further new agencies are under discussion.

DIRECTORS:

Mr. M. Uttam Reddi and Mr.R C. D.Nambiar Directors retire by rotation at this Annual General Meeting, and being eligible, offer themselves for re-appointment.

AUDITORS REPORT:

As regards observations of the Auditors in their report for the year under review, the Notes appended to the Accounts are self-explanatory.

AUDITORS

The Auditors, Messrs Fraser and Ross, retire and are eligible for re-appointment. A written certificate has been received by the Company from them to this effect that the re-appointment, if made, will be in accordance with the limits specified in Sec.224(1 B) of The Companies Act, 1956.

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

As required under Sec.21 7(1)(e) of the Companies Act, 1956, read with Rule 2 of The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo wherever applicable are annexed.

PARTICULARS OF EMPLOYEES

None of the employees comes under purview of section 217(2A) of The Companies Act, 1956 read with Companies ( Particulars of Employees ) Rules 1975.

EMPLOYEE RELATIONS

The employee relations were cordial during the year under review except in Thane unit where 33 retrenched workers have represented in labour court.

NON-CONVERTIBLE DEBENTURES

The funds raised by private placement of Secured Redeemable Non-convertible debentures amounting to Rs.75.00 lakhs have been utilised only towards Working Captial and have not been diverted for any other purpose. The debentures were fully redeemed during the year under review.

FIXED DEPOSITS

Fixed deposits amounting to Rs.6.91 lakhs matured but were not claimed till 31st March, 2000. Subsequently, Fixed Deposits totalling to Rs.3.95 lakhs have been renewed/repaid. Reminders have been sent to the other deposit holders for their instructions.

LISTING WITH STOCK EXCHANGE

The Companys securities are listed at: Madras Stock Exchange Ltd., 11, Second Line Beach, Chennai - 600 001. The Listing fees to the Exchange has been paid upto date.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the continued support received from the Financial Institutions, Bankers, Principals/Suppliers, Customers and Employees.

For and on behalf of the Board

R PUNNAIAH Chairman and Managing Director.

M. UTTAM REDDI Director.

Chennai

23rd August 2000.

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