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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 Keerthi Industries Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 41st Annual Report for the Financial Year 2023-2024 together with the Audited Financial Statement as at March 31,2024.

1. FINANCIAL HIGHLIGHTS

(?. In Lakhs)

Particulars	2023-2024	2022-23
Revenue
From Operations	21,211.79	24,056.39
Other Income	133.83	235.56
Total Revenue	21,345.62	24,291.95
Profit
Profit/Loss Before Tax	(2,074.03)	(1,107.79)
Less: Provision for Tax (including deferred tax)	(505.30)	(383.85)
Profit/Loss After Tax	(1,568.73)	(723.94)

Cement Division

Production of Cement and Clinker were 4,35,523 MTS and 3,82,874 MTS respectively during the twelve months ended 31st March, 2024 as against 4,78,515 MTS and 4,74,584 MTS respectively during the previous year ended 31st March, 2023. Accordingly, revenue generated during the year ended 31st March, 2024 is Rs. 21,211.79 Lakhs as against the revenue Rs. 24,056.39 Lakhs during the previous year ended 31st March, 2023.

Electronic Division

The Company has produced 3268 sq. mts of Printed Circuit Boards as against 3698 sq. mts during the previous year. Accordingly, Revenue generated during the twelve months ended 31st March, 2024 is Rs. 1849.33 Lakhs as against the revenue Rs. 1872.25 Lakhs during the previous year ended 31st March, 2023.

Sugar Division

There is no progress in the division in particular, effective steps could not be taken for furtherance of the business.

Oilfield and Natural Gas

There is no progress in the division in particular, effective steps could not be taken for furtherance of the business.

3. DIVIDEND

During the year, our Company has faced significant challenges such as market conditions, increased competition, operational issues, etc. Despite our dedicated efforts to navigate these challenges, the company has incurred losses for the financial year. In light of the financial performance of the company, the Board of Directors has decided not to declare any dividend for the financial year ended March 31, 2024. This decision has been taken after careful consideration of the company''s current financial position and future growth plans.

4. SHARE CAPITAL

(a) No Change in Authorized Capital:

During the year under review, there was no change in the Authorized Capital of the Company. The Authorized Capital of the Company is Rs. 38 Crores divided into 2.73 Crore Equity shares of Rs. 10/- each aggregating Rs. 27.30 Crores and 0.107 Crore 9% Cumulative Redeemable Preference Shares of Rs. 100/- each aggregating Rs. 10.7 Crore.

(b) No Change in Paid up Share Capital:

Equity Share Capital: During the period under review, there was no change in the Paid-up Equity Share Capital of the Company. The Paid-up Equity Share Capital was Rs. 8.01 Crore divided into 0.801 Crore Equity shares of Rs. 10/- each.

2. OVERVIEW AND STATE OF AFFAIRS OF THE COMPANY

The Company generated operating revenue for the year 2023-24 of Rs 5023.33 Lakhs. The Total Comprehensive Loss for the FY 2023- 24 at Rs. 478.35 Lakhs (Rs. 738.22 Lakhs in 2022-23).

5. BOARD, COMMITTEES OF THE BOARD AND OTHER INFORMATION:

A. Board of Directors

The Company''s Board of Directors have been constituted in compliance with the provisions of Companies Act read with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The Composition of the Board is as under:

1.	Mrs. J. Triveni	Executive Chairperson & Whole-time Director
2.	Mr. J. S. Rao	Managing Director
3.	Mr. J. Sivaram Prasad	Independent Director
4.	Mr. K. Harishchandra Prasad	Independent Director
5.	Mr. Boddu Venkata Subbaiah	Independent Director
6.	Mr. Ramakrishna Prasad Musunuri	Independent Director
7.	Mr. Jasti Venkata Krishna	Non-executive Director

In accordance with the provisions of Companies Act, 2013, Mr. Venkata Krishna, Non-Executive Director of the Company would retire by rotation and, being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment at the ensuing Annual General Meeting.

B. Board Meetings

During the year Five (5) Board Meetings. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

C. Declaration of Independence

As required under Section 134 (3) (d) of the Companies Act, 2013, All independent directors as mentioned above have given declarations to the Company that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulation 2015.

D. Evaluation of Board''s

performance, its committees and Directors

Pursuant to Section 178 (2) of the Companies Act, 2013, the Nomination and Remuneration Committee has evaluated the performance of individual Directors in its duly convened meeting. Pursuant to Section 134 (3) (p) of the Companies Act, 2013 and Regulation 4 (2) (f) (ii) (9) of the SEBI (LODR) Regulation, 2015, the Board has carried out an evaluation of its own performance, as well as the evaluation of the Committees of the Board. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

E. Familiarization Programmes for Independent Directors

The Independent Directors of the Company are eminent professionals with several decades of experience in banking and financial services, technology, finance, governance and management areas, and fully conversant and familiar with the business of the Company.

The Company has an ongoing familiarization programme for all Independent Directors with regard to their roles, duties, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company, etc.

F. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Remuneration Policy is stated in the Corporate Governance Report.

G. Details Of Whole-Time Key Managerial Personal (KMP)

Pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company are Mrs. J. Triveni, Executive Chairperson & Whole-time Director, Mr. J. S. Rao, Managing Director, Mr. Y. Sadasiva Rao, Chief Financial Officer and Mr. Arun Kumar Yadav, Company Secretary & Compliance Officer (upto 07.11.2023), Ms. Ashdeep Kaur Company Secretary & Compliance Officer (w.e.f 06.03.2024).

Subsequent to the year under review, Mr. T S R Anjaneyulu and Mr. Krishna Prasad Gondi were appointed as Additional Directors (Independent Category) w.e.f. May 26, 2024 and July 07, 2024 respectively. They will be regularized in the 41st Annual General Meeting of the company and

with the approval of the shareholders, they will be appointed as Independent Directors of the Company.

H. Audit Committee

The composition of Audit Committee has been detailed in the Corporate Governance Report, forming part of this Annual Report.

All recommendations made by the Audit Committee have been accepted by the Board of Directors.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of Section 134(5) of the Companies

Act, 2013, your directors confirm:

a. That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

b. That the directors had 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 and loss of the Company for that period.

c. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

d. That the directors had prepared the annual accounts on the going concern basis.

e. That 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.

STATUTORY AUDITORS

M/s. Brahmayya and Co., Chartered Accountants (FRN: 000513S) have been Re-appointed at the 39th AGM held on September 21, 2022 as the Statutory Auditors of the Company for the Second term of Five (5) consecutive years to audit the financial statements of the Company from FY 2022-23 to FY 2026-27 and to hold office from the conclusion of 39th AGM till the conclusion of 44th AGM.

COST AUDITORS

In compliance with the provisions of Section 148 of the Companies Act, 2013, the Board of Directors of the Company has appointed M/s. Vasireddy & Associates (FRN: 004181), Cost Accountants, as Cost Auditors of the Company for the FY 2024-25. In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the members. Accordingly, necessary resolution is proposed at the ensuing AGM for ratification of the remuneration payable to the Cost Auditors for FY 2024-25.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s VCSR & Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit for the financial year 2024-2025. The report of the Secretarial Auditor in Form MR-3 for the FY 2023-24 is enclosed as Annexure A and forms part of this report.

f. That 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.

7. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has put in place the Prevention of Sexual Harassment Policy (POSH) in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Compliance Committee (ICC) has been constituted in compliance with the requirements of said Act to redress complaints received regarding sexual harassment. All employees are covered under this Policy. Employees at all levels are being sensitized about the Policy and the remedies available thereunder.

During the Financial year 2023-24, Nil complaints were received by ICC.

8. RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

i) Company ensures that the Manufacturing Operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

ii) No specific investment has been made in reduction in energy consumption

iii) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

B. TECHNOLOGY ABSORPTION

Company''s products are manufactured by using in-house knowhow and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire activities are directed to achieve the aforesaid goal.

C. EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT

No expenditure was incurred on Research and Development by the Company during the period under review.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings & Outgo
1 Activities relating to exports,
initiatives taken to increase exports, development of new export markets for products and services and export plans
2 Total foreign exchange outgo
and earned
a) Foreign Exchange Outgo	524.46 Lakhs
b) Foreign Exchange Earned	192.41 Lakhs.

9. AUDITORS

10. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

During the financial year, the Board of Directors approved a Corporate Social Responsibility (CSR) budget of Rs. 27.32 lakhs. This allocation was intended to support the ongoing and planned CSR projects that align with our commitment to sustainable development and social welfare.

During the year one (1) meeting of the committee was held on May 30, 2023. The CSR Committee comprises of Mr. B. V Subbaiah, Chairman; Mr. Harishchandra Prasad Kanuri, Member; Mr. Sivaram Prasad Jetty, Member; Mr. J. S. Rao, Member; Mr. Jasti Venkata Krishna, Member.

Please refer to Annexure B to the Board''s Report for the Annual Report on CSR activities for the financial year 2023-24.

11. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975 in respect of employees of the Company and Directors is annexed herewith as Annexure C.

12. WEB-ADDRESS OF ANNUAL RETURN

Web-address of the draft Annual Return pursuant to sub-section (3) of Section 92 is updated in the website of the Company. Link for the Annual Return is as under http://www.keerthiindustries.com/ annual-Return-Section.html

13. RELATED PARTY TRANSACTIONS

All related party transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are foreseen and are repetitive in nature. The related party transactions entered into by the Company are reviewed by independent Chartered Accountants to confirm that they were in the ordinary course of business and on an arm''s length basis. Form AOC-2 will not form part of Board''s report, as all the transactions with related parties are in arm''s length basis or in ordinary course of business. There are no materially significant related party transactions during the year which may have a potential conflict with the interest of the Company at large.

Related party transactions as required under the Indian Accounting Standards are disclosed in Notes to the financial statements of the Company for the financial year ended March 31, 2024. The Policy on Related Party Transaction is available on the Company''s website at http://www.keerthiindustries. com/policys.html

14. HOLDING, SUBSIDIARY/ ASSOCIATE COMPANIES

As on 31st March, 2024, the Company does not have any Holding Company, Subsidiary Company or Associate Company.

15. CORPORATE GOVERNANCE

The Corporate Governance Report together with the Certificate from the Practicing Company Secretary of the Company regarding compliance with the requirements of Corporate Governance as stipulated SEBI (LODR) Regulations, 2015 is appended as Annexure D to this Report.

16. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future

outlook, risks and concerns, etc., is provided separately in the Annual Report and forms part of this Directors'' Report.

17. VIGIL MECHANISM / WHISTLEBLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has established a robust Vigil Mechanism and a whistle-blower policy in accordance with provisions of the Act and Listing Regulations. Under the whistle-blower policy, employees are free to report any improper activity resulting in violation of laws, rules, regulations, or code of conduct by any of the employees to the Competent Authority or Chairman of the Audit Committee, as the case may be. Any complaint received is reviewed by the Competent Authority or Chairman of the Audit Committee as the case may be. No employee has been denied access to the Audit Committee. The policy on Vigil Mechanism/Whistle-Blower can be accessed on the Company''s website at: http://www. keerthiindustries.com/policys.html

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

19. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial co ntrol commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies which are in line with the Accounting Standards and the Act. These are in accordance with generally accepted accounting principles in India. The Company has a robust financial closure, certification mechanism for certifying adherence to various accounting policies, accuracy of provisions and other estimates.

20. HEALTH AND SAFETY/ INDUSTRIAL RELATIONS

The company continues to accord high priority to health and safety of employees at manufacturing locations. During the year under review, the company conducted safety training programmes for increasing disaster preparedness and awareness among all employees at the Head office and the cement plants. Training programmes and mock drills for safety awareness were also conducted for all employees. Safety Day was observed with safety competition programmes with aim to imbibe safety awareness among the employees at the Head office and the cement plants. During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

21. OTHER INFORMATION

A. PARTICULARS OF LOANS,

GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

B. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed there under either to the Company or to the Central Government.

C. PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 or 74 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

D. DEMATERIALIZATION OF SHARES

The Equity Shares of your Company have been admitted by CDSL/ NSDL for dematerialization. In response to the compliance with SEBI Circular SEBI/ HO/ MIRSD/ DOP1/ CIR/ P/ 2018/73 dated April 20, 2018, your company had issued 4 (four) reminders to all the Shareholders whose shares are in physical mode and requested them to dematerialize their shares. The Board pleased to inform that in compliance with Regulation 39 of the SEBI (LODR), Regulation, 2015 entered with Bombay Stock Exchange Limited, the unclaimed equity shares were dematerialized and the same are lying in the DEMAT suspense account. Shareholders are requested to claim their shares in DEMAT form by submitting their claims to the Company / RTA.

E. RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of the Listing Regulation, the company has constituted a risk management committee in its Board Meeting held on May 29, 2015. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report. At present the company has not identified any element of risk

which may threaten the existence of the company.

F. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

During the period under review, there are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

G. CHANGE IN THE NATURE OF BUSINESS

During the Financial Year under review, there was no change in the nature of business of the Company.

H. COMPLIANCE WITH SECRETARIAL STANDARD

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

I. OTHER CONFIRMATIONS

There is no application/proceeding pending under the Insolvency and Bankruptcy Code, 2016 and there are no application/ proceeding during the year under review. Further, there are no instances of one time settlement with any Bank or Financial Institutions.

22. ACKNOWLEDGEMENTS:

Your Directors are thankful to Company''s employees for their dedicated service and firm commitment to pursuing the goals and Vision of the Company. Your Board also wishes to express its appreciation for the continued support of Axis Bank Limited and acknowledge with gratitude the help extended by the Central Government and Government of Telangana & Andhra Pradesh. Your directors also wish to place on record their appreciation of the services rendered and co-operation extended by the Dealers, Customers and other concerned.

By Order of the Board of Directors For Keerthi Industries Limited

Place: Hyderabad

Date: 06.07.2024 Triveni Jasti

Executive Chairperson & Whole Time Director

DIN:00029107

Mar 31, 2023

Your Directors have pleasure in presenting their 40th Annual Report for the Financial Year 2022-2023 together with the Audited Balance Sheet as at 31st March, 2023 and the Profit & Loss Account for the year ended on that date.

1. FINANCIAL RESULTS: (Rs. In Lakhs)

Particulars	2022-23	2021-2022
Net Operational Income	24056.39	24,995.27
Other income	235.56	373.61
Profit before interest and depreciation	174.18	3485.67
Interest	333.00	334.01
Depreciation	948.97	926.37
Profit/(Loss) before taxation	(1107.79)	2225.29
Provision for taxation including deferred tax liability	(383.85)	661.09
Other Comprehensive Income	(14.28)	2.93
Total Comprehensive Income/(Loss)	(738.22)	1567.13

2. PERFORMANCE OF THE COMPANY

The Company generated operating revenue for the year 2022-23 of Rs 24,056.39. Lakhs is reduced by 4% (Rs. 24,995.27 Lakhs in 2021-22). The Total Comprehensive Loss for the FY 2022-23 at Rs. 738.22 Lakhs (Rs. 1567.13 Lakhs profit in 2021-22).

Cement Division: Production of Cement and Clinker were 4,78,515 MTS and 4,74,584 MTS respectively during the twelve months ended 31st March, 2023 as against 5,19,834 MTS and 4,32,372 MTS MTS respectively during the previous year ended 31st March, 2022. Accordingly, revenue generated during the year ended 31st March, 2023 is Rs. 22,139.15 Lakhs as against the revenue Rs. 23,093.74 Lakhs during the previous year ended 31st March, 2022.

Electronic Division: The Company has produced 3698 sq. mts of Printed Circuit Boards as against 4255 sq. mts during the previous year. Accordingly, Revenue generated during the twelve months ended 31st March, 2023 is Rs.1,872.25 Lakhs as against the revenue Rs. 1,815.54 Lakhs during the previous year ended 31st March, 2022. Report for year 2022-23

Electronics Division performed well in terms of sales turn over this year also. In fact there is a marginal increase in turn over this year compared to that of last year. The division showed appreciable improvement in the business in the current year. Segment-wise contribution to the total PCB business for the year 2022-2023 is given below:

Sl. No.	Segment	Contribution (Rs. in Lakhs)	% of total contribution
1.	Automobile	17.09	0.91%
2.	Defense	147.15	7.86%
3.	Health Care	1607.30	85.88%
4.	Consumer Electronics	100.09	5.35%
	Total	1871.63	100.00%

Growth from healthcare segment is steady and there is an all-round improvement in the current year.

Wind Power: Revenue generated during the twelve months ended 31st March, 2023 of Rs. 44.98 Lakhs as against 85.98 during the previous year. The Board of Directors of the Company, at their meeting held on 13th November, 2021, has approved to sale Wind power division to M/s. Mission Biofuels India Private Limited on slump sale basis. The Undertaking is sold with the receipt of total consideration of Rs. 2.24 crores for the full and final settlement after adjusting receivable and payable.

Sugar Division: There is no progress in the division in particular, effective steps could not be taken for furtherance of the business.

Oilfield and Natural Gas: There is no progress in the division in particular, effective steps could not be taken for furtherance of the business.

3. DIVIDEND

Your Company do not recommend any dividend for the FY 2022-23.

Status of unpaid/unclaimed dividend

The Statement on the status of unpaid/unclaimed dividend is as under and Year wise dividend remain unclaimed/ unpaid has been updated in the website of the company which can be access at the Link: http://www.keerthiindustries. com/unpaid-dividend.html

Financial Year	Type of dividend	%age of dividend declared on Face Value of Rs. 10/- Each	Date of Declaration	Amount of unclaimed dividend outstanding as on March 31, 2023 (Rs.)	Number of Shareholders whose dividend remain unclaimed	Last date for claiming Unpaid Dividend by investors	Due date for transfer to 1EPF
2017-18	Final	9% (i.e. Rs. 0.90 per share)	29.09.2018	7,96,583.30	8248	28.10.2025	27.11.2025
2018-19	Final	9% (i.e. Rs. 0.90 per share)	07.08.2019	7,85,409.30	8373	06.09.2026	05.10.2026
2019-20	Final	9% (i.e. Rs. 0.90 per share)	26.09.2020	7,81,170.57	8152	25.10.2027	24.11.2027
2020-21	Final	15% (i.e. Rs. 1.50 per share)	20.09.2021	12,95,934.73	8239	19.10.2028	18.11.2028
2021-22	Final	15% (i.e. Rs. 1.50 per share)	21.09.2022	13,10,810.69	8320	20.10.2029	19.11.2029

4. RESERVE AND SURPLUS

The reserve and surplus of your company stood at Rs. 7149.46 Lakhs as against Rs. 8007.93 Lakhs in the previous year.

5. SHARE CAPITAL

(a) No Change in Authorized Capital:

During the year under review, there was no change in the Authorized Capital of the Company. The Authorized Capital of the Company is Rs. 38,00,00,000/- (Rupees Thirty-Eight Crores only) divided into 2,73,00,000 Equity shares of Rs. 10/- each aggregating Rs. 27,30,00,000/- and 10,70,000 9% Cumulative Redeemable Preference Shares of Rs. 100/- each aggregating Rs. 10,70,00,000/-.

(b) Change in Paid up Shares Capital:

Equity Share Capital: During the period under review, there was no change in the Paid-up Equity Share Capital of the Company. The Paid-up Equity Share Capital was Rs. 8,01,67,380/- divided into 80,16,738 Equity shares of Rs. 10/-.

Preference Share Capital: As on 31st March, 2023, the Company do not have any preference share capital.

6. DIRECTORS:

a) The Companyâs Board of Directors have been constituted in compliance with the provisions of Companies Act read with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (âSEBI (LODR) Regulationâ. The Composition of the Board is as under:

1. Smt. J. Triveni Executive Chairperson & Whole-time Director

2. Sri. J. S. Rao Managing Director

3. Sri. J. Sivaram Prasad Independent Director

4. Sri. K. Harishchandra Prasad Independent Director

5. Sri. Boddu Venkata Subbaiah Independent Director

6. Sri. Jasti Venkata Krishna Non-executive Director

7. Sri. Ramakrishna Prasad Musunuri Additional Independent Director

. (w.e.f. : 01.07.2023)

b) During the period under review following appointment has been made:

i. Re-appointment of Sri. J. Sivaram Prasad, (DIN: 00221271) as an Independent Director:

On the recommendation of the Nomination & Remuneration Committee, the Board has, at its meeting held on 14.02.2022, approved the Re-appointment of Sri. J. Sivaram Prasad, (DIN: 00221271) as an Independent Director of the company for second term of 5 (five) years with effect from 29.05.2022 to 28.05.2027 and the Members of the Company, through postal ballot e-voting proceeding dated

06.05.2022 confirmed the said re-appointment.

ii. Appointment of Sri. Musunuri Ramakrishna Prasad, (DIN: 01781225) as an Independent Director:

On the recommendation of the Nomination & Remuneration Committee, the Board has, at its meeting held on 10.02.2023, approved the appointment of Sri. Musunuri Ramakrishna Prasad, (DIN: 01781225) as an Additional Independent Director of the company consecutive term of 5 (five) years with effect from

01.07.2023 and The Board of Directors recommends his appointment at the ensuing Annual General Meeting for the approval of Shareholders.

c) In accordance with the provisions of Companies Act, 2013, Smt. J. Triveni, Executive Chairperson & Whole time Director of the Company would retire by rotation and, being eligible, offer herself for re-appointment. The Board of Directors recommends her re-appointment at the ensuing Annual General Meeting.

d) As required under Section 134 (3) (d) of the Companies Act, 2013, All independent directors have given declarations to the Company that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulation 2015.

e) Other Disclosure Board Evaluation

Pursuant to Section 178 (2) of the Companies Act, 2013, the Nomination and Remuneration Committee has evaluated the performance of individual Directors in its duly convened meeting. Pursuant to Section 134 (3) (p) of the Companies Act, 2013 and Regulation 4 (2) (f) (ii) (9) of the (âSEBI (LODR) Regulation, 2015, the Board has carried out an evaluation of its own performance, as well as the evaluation of the Committees of the Board. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

Meetings

During the year Five (5) Board Meetings and Five (5) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

7. DETAILS OF WHOLE-TIME KEY MANAGERIAL PERSONAL (KMP)

During the period under review no change in Key Managerial Personnel of the Company. Smt. J. Triveni, Executive Chairperson & Whole-time Director, Sri. J. S. Rao, Managing Director, Sri. Y. Sadasiva Rao, Chief Financial Officer and Mr. Arun Kumar Yadav, Company Secretary & Compliance Officer are the Whole-Time Key Managerial Personal of the Company.

8. PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 or 74 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

10. STATUTORY AUDITORS

M/s. Brahmayya and Co., Chartered Accountants (FRN: 000513S) have been Re-appointed at the 39th AGM held on 21.09.2022 as the Statutory Auditors of the Company for the Second term of five (5) consecutive years to audit the financial statements of the Company from FY 2022-23 to FY 2026-27 and to hold office from the conclusion of 39th AGM till the conclusion of 44th AGM.

11. COST AUDITORS

In compliance with the provisions of Section 148 of the Companies Act, 2013, the Board of Directors of the Company has appointed M/s. Vasireddy & Associates (FRN: 004181), Cost Accountants, as Cost Auditors of the Company for the FY 2023-24. In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a) (ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the members. Accordingly, necessary resolution is proposed at the ensuing AGM for ratification of the remuneration payable to the Cost Auditors for FY 2023-24. M/s BVR & Associates (FRN: 000453), Cost Accountants, were the Cost Auditors of the Company for the FY 2022-23.

12. REPORTING OF FRAUDS

13. RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Information pursuant to Section 134 (3) (l) & (m) of the Companies Act, 2013 is annexed herewith as (Annexure II), which is detailed in Form A and Form B.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Annual Report on CSR activities is annexed herewith as: (Annexure III)

15. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s VCSR & Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit for the financial year 2022-2023. The Secretarial Audit report is annexed herewith as â(Annexure IV)â & â(Annexure IV.I)â. The Secretarial Audit Report for the said financial year does not contain any qualification, reservation or adverse remarks.

16. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is annexed herewith as â(Annexure V)â

17. WEB-ADDRESS OF ANNUAL RETURN

Web-address of the draft Annual Return pursuant to sub-section (3) of Section 92 is updated in the website of the Company. Link for the Annual Return is as under: http://www.keerthiindustries.com/images/Annual-Return-Section/ExtractofAnnualReturn2022-23.pdf

18. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered by the Company with related party were in the ordinary course of the business and were presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. Form No. AOC-2 is tabulated hereunder

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)

Sl. No.	Name of Related Party and Nature of relationship	Nature contracts/ arrangement/ Transactions	Duration of contracts/ arrangements/ transactions	Salient terms of the contracts or contracts or transactions including the value, if any	Date (s) of prior approval	Date of Transaction	Transaction Amount (Rs. in Lakhs)
1	DCS Sporting	Sale of Cement	May, 2015	Sale of Cement	Omnibus approval: 14.02.2022	17.04.2022 & 22.04.2022	1.69
2	Hyderabad Bottling Co. Pvt. Ltd	Interest Paid		Interest Paid @ 10%			125.54
3	Triveni Capital Leasing Investment Pvt. Ltd	Interest Paid		Interest Paid @ 10%			93.87
4	Triveni Capital Leasing Investment Pvt. Ltd	Unsecured Loan Taken		Interest @ 10%	14.02.2022	05.05.2022	150.00
Total							371.10

19. HOLDING, SUBSIDIARY/ASSOCIATE COMPANIES

As on 31st March, 2023, the Company do not have any Holding Company, Subsidiary Company or Associate Company.

20. DEMAT OF SHARES

The Equity Shares of your Company have been admitted by CDSL/ NSDL for dematerialization. In response to the compliance with SEBI Circular SEBI/ HO/ MIRSD/ DOP1/ CIR/ P/ 2018/73 dated April 20, 2018, your company had issued several reminders to all the Shareholders whose shares are in physical mode and requested them to dematerialize their shares. The Board pleased to inform that in compliance with Regulation 39 of the SEBI (LODR), Regulation, 2015 entered with Bombay Stock Exchange Limited, the unclaimed equity shares were dematerialized and the same are lying in the DEMAT suspense account. Shareholders are requested to claim their shares in DEMAT form by submitting their claims to the Company / RTA.

21. VIGIL MECHANISM / WHISTLE-BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has established a robust Vigil Mechanism and a whistle-blower policy in accordance with provisions of the Act and Listing Regulations. Under the whistle-blower policy, employees are free to report any improper activity resulting in violation of laws, rules, regulations, or code of conduct by any of the employees to the Competent Authority or Chairman of the Audit Committee, as the case may be. Any complaint received is reviewed by the Competent Authority or Chairman of the Audit Committee as the case may be. No employee has been denied access to the Audit Committee. The policy on Vigil Mechanism/Whistle-Blower can be accessed on the Companyâs website at: http://www.keerthiindustries.com/images/whistle-blower-policy.pdf

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

23. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial control commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies which are in line with the Accounting Standards and the Act. These are in accordance with generally accepted accounting principles in India. The Company has a robust financial closure, certification mechanism for certifying adherence to various accounting policies, accuracy of provisions and other estimates.

24. HEALTH AND SAFETY/ INDUSTRIAL RELATIONS

25. RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of the Listing Regulation, the company has constituted a risk management committee on is Board Meeting held on 29th May, 2015. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report. At present the company has not identified any element of risk which may threaten the existence of the company.

26. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

27. CHANGE IN THE NATURE OF BUSINESS

During the Financial Year under review, there was no change in the nature of business of the Company. However, The Wind Power division of the Company was sold to M/s. Mission Biofuels India Private Limited on slump sale basis. The Undertaking is sold with the receipt of total consideration of Rs. 2.24 crores for the full and final settlement after adjusting receivable and payable and the proposal of Sale was completed.

28. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are discussed separately, together with the Certificate from the Practicing Company Secretary of the Company regarding compliance with the requirements of Corporate Governance as stipulated SEBI (LODR) Regulations, 2015. Management Discussion & Analysis Report is annexed herewith as: (Annexure X)

29. COMPLIANCE WITH SECRETARIAL STANDARD

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

30. OTHER CONFIRMATIONS

There is no application/proceeding pending under the Insolvency and Bankruptcy Code, 2016 and there are no application/proceeding during the year under review. Further, there are no instances of one time settlement with any Bank or Financial Institutions.

31. DIRECTORSâ RESPONSIBILITY STATEMENT

In pursuance of Section 134(5) of the Companies Act, 2013, your directors confirm:

a. That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

d. That the directors had prepared the annual accounts on the going concern basis.

e. That 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.

f. That 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.

32. ACKNOWLEDGEMENTS:

Your Directors are thankful to Companyâs employees for their dedicated service and firm commitment to pursuing the goals and Vision of the Company. Your Board also wishes to express its appreciation for the continued support of Axis Bank Limited and acknowledge with gratitude the help extended by the Central Government and Government of Telangana & Andhra Pradesh. Your directors also wish to place on record their appreciation of the services rendered and co-operation extended by the Dealers, Customers and other concerned.

By Order of the Board of Directors Sd/-

Place: Hyderabad (J. Triveni)

Date: 30-05-2023 Executive Chairperson

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting their 35^th Annual Report for the Financial Year 2017-18 together with the Audited Balance Sheet as at 31^st March, 2018 and the Profit & Loss Account for the year ended on that date.

1. FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars	2017-18	2016-17
Net Operational Income	19259.33	19827.30
Other income	295.01	191.25
Profit before interest and depreciation	2925.46	3391.15
Less: Interest	691.63	702.34
Less: Depreciation	1058.25	878.76
Profit/(Loss) before taxation	1095.35	1810.05
Less : Provision for taxation including deferred tax liability	454.20	670.78
Less: short provision of earlier years	(154.16)	-
Total Comprehensive Income	763.39	1163.35

OPERATIONS:

In the Financial year 2017-18, the Company continued its strong growth momentum due to its ability to satisfy its customers and the rigor in following strong internal processes.

Revenue growth in the year has increase because the Company has, from July and onwards, started selling cement at F.O.R. rates (till June 2017 at ex-factory rate). The Operating and the net profit is also satisfactory.

The Overall revenue for the year 2017-2018 at Rs 19259.33 Lakhs is reduced by 2.86% (Rs. 19827.30 Lakhs in 2016-2017), operating profit at Rs. 1175.59 Lakhs is reduced by 35.05% (Rs. 1810.05 Lakhs in 2016-2017) and the net profit (after other comprehensive income) for the year at Rs. 763.39 Lakhs is also reduced by 34.38% (Rs. 1163.35 Lakhs in 2016-2017).

Cement Division: Production of Cement and Clinker were 4,79,663 MTS and 4,48,635 MTS respectively during the twelve months ended 31^st March, 2018 as against were 4,85,637 MTS and 4,40,730 MTS respectively during the previous year ended 31^st March, 2017.

During the year under review 81% of the installed capacity of the Company was utilized as against 82% during the previous year ended 31^st March, 2017.

Wind Power: The Company has generated 27,59,112 units as against 31,11,983 units during the previous year.

Electronic Division: The Company has produced 2,096 sq. mts of Printed Circuit Boards as against 1,796 sq. mts during the previous year.

CURRENT YEAR OUTLOOK:

CEMENT DIVISION:

Indiaâs Cement Industry is a vital part of its economy, providing employment to more than a million people, directly or indirectly. India is the second largest producer of cement in the world. Some of the recent major government initiatives such as development of 98 smart cities are expected to provide a major boost to the sector. A significant factor which aids the growth of this sector is the ready availability of the raw materials for making cement, such as limestone and coal.

The housing sector is the biggest demand driver of cement, accounting for about 67% of the total consumption in India. The other major consumers of cement include infrastructure at 13%, commercial construction at 11% and industrial construction at 9%.

Indiaâs total cement production capacity is nearly 430 million tonnes as on 31^st March, 2018. The cement industry has registered a flat growth of 5% in 2018 because of the governmentâs focus on infrastructural development. The industry is currently producing 280 MT for meetings its domestic demand and 5 MT for exports requirement. The countryâs per capita consumption stands at around 225 kg.

This capacity addition is disproportionately high in South India. During the last 7 years, South Indian cement capacity alone has increased by approximately 80 million tons. This has resulted in significant pressure on capacity utilization and price realization, as well.

Indiaâs cement production capacity is expected to reach 550 million tonnes by 2025. Telangana is undertaking major irrigation projects and Andhra Pradesh is committed to building a new capital city by FY 2019-20 which give a major boost to cement industries in Southern India.

With the split of Andhra Pradesh into two states, which required the establishment of a new government in the new state of Telangana, demand has pick up and expected to pick up further and utilization to improve on the back of fresh demand for housing, urban and infrastructure development from the new states.

In the Hyderabad market, the prices were on a declining trend and reached around Rs 265 per bag in November 2017, after which they increased by Rs 20 per bag to Rs 285 per bag in December 2017 and sustained at the same level until February 2018. Your Company continues to concentrate on cost reduction measures in all areas of production and distribution to protect and improve its profitability. Despite of few adverse conditions, your Directors are hopeful that the performance of the company would achieve another level of milestone in producing the cement.

ELECTRONICS DIVISION:

The PCB industries in India manufacture and market mainly single sided, double sided & multi-layered PCBs. Keerthi Industries Limited (Electronic Division) is engaged in the manufacturing of flexible, rigid and rigid flex PCBs of double sided and multilayer varieties. The major market for your company for this division comes from the Healthcare and Defense Sectors. During the year 2017-18, the segment wise contributions to the total PCB business is as under:

Sl. No.	Segment	Contribution (In Rs.)	% of total contribution
	Automobile	8,11,304	1.00%
	Defense	1,39,39,904	17.27%
	Health Care	6,10,10,048	75.59%
	Consumer Electronics and telecom products	49,48,724	6.13%
Total		8,07,09,980	100%

Further, the industry is witnessing sizeable growth in the market for PCBs for consumer electronics and telecom products. In the coming years, the market in these segments is expected to grow around 40% to 50% as compared to the current scenario. Your company intends to reap benefits from this growth and accordingly, the turnover of PCB business may increase.

The sales turnover of electronics division is satisfactory. Development of prototypes for new customers in the telecom and defense sectors was done during the year. The division expects to improve its customer base in different segments in the years to come. Supply of PCBs for BDL Konkurs missile program is completed and repeat order was placed to increase the quantities. The division is exploring further opportunities in the defense sector to improve business in the near future.

SUGAR DIVISION:

In view of the adverse market for sugar industry and since there is no progress in the division in particular, effective steps could not be taken for furtherance of the business.

2. DIRECTORS:

1. Smt. J. Triveni

Executive Chairperson & Whole-timeDirector

2. Sri. J. S. Rao

Managing Director

3. Sri. J. Sivaram Prasad

Independent Director

4. Sri. K. Harishchandra Prasad

Independent Director

5. Sri. Boddu Venkata Subbaiah

Independent Director

b) In accordance with the provisions of Companies Act, 2013, Sri. J. S. Rao, the Managing Director of the Company would retire by rotation and, being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment at the ensuing Annual General Meeting.

c) As required under Section 134 (3) (d) of the Companies Act, 2013, All independent directors have given declarations to the Company that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013.

d) Other Disclosure

Board Evaluation

Pursuant to Section 178 (2) of the Companies Act, 2013, the Nomination and Remuneration Committee has evaluated the performance of individual Directors in its duly convened meeting. Pursuant to Section 134 (3) (p) of the Companies Act, 2013 and Regulation 4 (2) (f)(ii) (9) of the (âSEBI (LODR) Regulation, 2015, the Board has carried out an evaluation of its own performance, as well as the evaluation of the Committees of the Board. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

Meetings

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

3. DETAILS OF WHOLE-TIME KEY MANAGERIAL PERSONAL (KMP)

During the period under review, Sri. J. S. Rao, Managing Director, Smt. J. Triveni, Executive Chairperson & Whole-time Director, Sri. Y. Sadasiva Rao, Chief Financial Officer and Ms. Akriti Sharma, Company Secretary & Compliance Officer are the Whole-Time Key Managerial Personal of the Company.

Sri. J. S. Rao, the Managing Director, has been given additional charge of CFO w.e.f. 28.01.2017 untill a suitable candidate is appointed in the office of CFO. Sri. J. S. Rao (Managing Director and CFO), has resigned from the office of CFO w.e.f. 31-03-2018 and is acting as Managing Director w.e.f. 31.03.2018. Sri. Y. Sadasiva Rao has been appointed as CFO w.e.f. 30.04.2018

Further. Mr. Rajesh Kumar Yadav has been resigned as Company Secretary and Compliance Officer of the Company w.e.f. 30.06.2018 and Ms. Akriti Sharma has been appointed as Company Secretary and Compliance Officer w.e.f 09.08.2018.

4. DIVIDEND:

(a) 9% Cumulative Redeemable Preference Shares

Your Board has recommended payment of final dividend @ 9% on 9% Cumulative Redeemable Preference Shares for the financial year 2017-18. The same is tabulated hereunder:

Sl. No	No of 9% Cumulative Preference Share	Per share (in Rs.)	Total amount of Dividend entitle to receive	% of dividend per share	Dividend Per share (In Rs.)
1.	5,00,000	70/-	31,50,000	9%	6.30/-
2.	2,70,100	100/-	24,30,900	9%	9.00/-
3.	2,68,340	81.37/-	19,65,134	9%	7.32/-
Total	10,38,440		75,46,034

(b) Equity Shares

During the financial year ended 31^st March, 2018, your directors have recommended a dividend @ 9% i.e. Rs. 0.90/- per equity shares of Rs. 10/- each amounting Rs. 86.92 Lakhs including dividend tax of Rs. 14.77 Lakhs as against a dividend of NIL in the previous year.

5. RESERVE AND SURPLUS

During the financial year 2017-18 Rs.50 Lakhs has been transferred to Capital Redemption Reserve Account.

6. SHARE CAPITAL:

(a) No Change in Authorized Capital:

During the year under review, there was no change in the Authorized Capital of the Company. The Authorized Capital of the Company is Rs. 38,00,00,000/- (Rupees Thirty Eight Crores only) divided into 2,73,00,000 Equity shares of Rs. 10/each aggregating Rs. 27,30,00,000/- and 10,70,000 9% Cumulative Redeemable Preference Shares of Rs. 100/- each aggregating Rs. 10,70,00,000/-.

(b) Change in Paid up Shares Capital:

During the period under review, the 1^st Installment of Rs. 50.00 lakhs has been redeemed against the 2,68,340 9% Cumulative Redeemable Preference Shares of Rs. 100/- each. The Paid up share Capital of the Company as on 31^st March, 2018 is Rs. 16,40,11,380/- divided into 80,16,738 Equity shares of Rs. 10/- each aggregating Rs. 8,01,67,380/- and 10,70,000 9% Cumulative Redeemable Preference Shares (5,00,000 of Rs. 70 each, 270100 of Rs. 100 each and 268340 of Rs. 81.37 each) aggregating Rs. 8,38,44,000/-.

7. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

8. DEMAT OF SHARES:

The Equity Shares of your Company have been admitted by CDSL / NSDL for dematerialization. All the Shareholders whose shares are in physical mode are requested to dematerialize their share holding through their depository participants so that it will improve the liquidity of our stock. The Board pleased to inform that in compliance with Regulation 39 of the SEBI (LODR), Regulation, 2015 entered with Bombay Stock Exchange Limited, the unclaimed equity shares were dematerialized and the same are lying in the DEMAT suspense account. Shareholders are requested to claim their shares in DEMAT form by submitting their claims to the Company / RTA.

9. DIRECTORSâ RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013, your directors confirm:

(a) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

(b) That the directors had 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 and loss of the Company for that period.

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

(d) That the directors had prepared the annual accounts on the going concern basis.

(e) That 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.

(f) That 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.

10. PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 or 74 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

13. INTERNAL FINANCIAL CONTROL:

The Company has adopted accounting policies which are in line with the Accounting Standards and the Act. These are in accordance with generally accepted accounting principles in India. The Company has a robust financial closure, certification mechanism for certifying adherence to various accounting policies, accuracy of provisions and other estimates.

14. RELATED PARTY TRANSACTIONS:

All transactions entered by the Company with related party were in the ordinary course of the business. The Audit Committee granted approval of the same. There were no materially significant transactions with Related Parties during the financial year 2017-18 which were in conflict with the interest of the Company.

During the year, your Company has entered into following Related Party Transactions as per Section 188 (1) of the Companies Act, 2013:

S. No	Nature of Transactions	Amount (In Rs.)	Legal Framework	Legal Requirements	Date of prior Approval obtained	Date of Contract	Amount of discount (In Rs.)
1.	Sell of Cement to DCS Sporting Pvt Ltd	94,500	Regulation 23 (2) of SEBI Listing Regulation and Sec-188 (1) (a) of Companies Act, 2013	Prior approval of Audit Committee and Board	Omnibus approval of Audit Committee dated 14-09-2017 Board Approval -14-09-2017	23.10.2017	11,250
2.	Sell of Cement to DCS Sporting Pvt Ltd	90,000	Regulation 23 (2) of SEBI Listing Regulation and Sec-188 (1) (a) of Companies Act, 2013	Prior approval of Audit Committee and Board	Omnibus approval of Audit Committee dated 14-09-2017 Board Approval -14-09-2017	15.11.2017	11,250

3.	Sell of Cement to DCS Sporting Pvt Ltd	92,250	Regulation 23 (2) of SEBI Listing Regulation and Sec-188 (1) (a) of Companies Act, 2013	Prior approval of Audit Committee and Board	Omnibus approval of Audit Committee dated 14-09-2017 Board Approval -14-09-2017	28.11.2017	11,250
4.	Sell of Cement to DCS Sporting Pvt Ltd	92,250	Regulation 23 (2) of SEBI Listing Regulation and Sec-188 (1) (a) of Companies Act, 2013	Prior approval of Audit Committee and Board	Omnibus approval of Audit Committee dated 14-09-2017 Board Approval -14-09-2017	15.12.2017	11,250
5.	Sell of Cement to DCS Sporting Pvt Ltd	92,250	Regulation 23 (2) of SEBI Listing Regulation and Sec-188 (1) (a) of Companies Act, 2013	Prior approval of Audit Committee and Board	Omnibus approval of Audit Committee dated 14-09-2017 Board Approval -14-09-2017	10.03.2018	11,250
6.	Sell of Cement to DCS Sporting Pvt Ltd	94,500	Regulation 23 (2) of SEBI Listing Regulation and Sec-188 (1) (a) of Companies Act, 2013	Prior approval of Audit Committee and Board	Omnibus approval of Audit Committee dated 14-09-2017 Board Approval -14-09-2017	28.03.2018	11,250
7.	Sell of Cement to DCS Sporting Pvt Ltd	90,000	Regulation 23 (2) of SEBI Listing Regulation and Sec-188 (1) (a) of Companies Act, 2013	Prior approval of Audit Committee and Board	Omnibus approval of Audit Committee dated 14-09-2017 Board Approval -14-09-2017	11.04.2018	11,250
8.	Sell of Cement to DCS Sporting Pvt Ltd	90,000	Regulation 23 (2) of SEBI Listing Regulation and Sec-188 (1) (a) of Companies Act, 2013	Prior approval of Audit Committee and Board	Omnibus approval of Audit Committee dated 14-09-2017 Board Approval -14-09-2017	22.04.2018	11,250
9.	Sell of Cement to DCS Sporting Pvt Ltd	90,000	Regulation 23 (2) of SEBI Listing Regulation and Sec-188 (1) (a) of Companies Act, 2013	Prior approval of Audit Committee and Board	Omnibus approval of Audit Committee dated 14-09-2017 Board Approval -14-09-2017	02.05.2018	11,250
10	Sell of Cement to DCS Sporting Pvt Ltd	90,000	Regulation 23 (2) of SEBI Listing Regulation and Sec-188 (1) (a) of Companies Act, 2013	Prior approval of Audit Committee and Board	Omnibus approval of Audit Committee dated 14-09-2017 Board Approval -14-09-2017	14.05.2018	11,250
TOTAL		9,15,750					1,12,500

15. COST AUDITORS:

Cost Audit records have been maintained by the company for the F.Y.2017-18. Pursuant to the directives of the Central Government and provisions of Section 148 of the Companies Act, 2013, qualified Cost Auditors have been appointed to conduct the cost audit for the F.Y. 2018-19.

16. AUDITORS:

The Company had, on its 34^th AGM held on 31^st August, 2017, appointed M/s. Brahmayya and Co., as Statutory Auditor for 5 years i.e. to hold office until the conclusion of 39^th AGM.

17. ADDITIONAL INFORMATION:

Information pursuant to Section 134 (3) (l) & (m) of the Companies Act, 2013 is annexed herewith as (Annexure II), which is detailed in Form A and Form B.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Your Company has duly constituted CSR Committee on 29-05-2014. The Annual Report on CSR activities is annexed herewith as: (Annexure III)

19. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s VCSR & Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit for the financial year 2017-2018. The Secretarial Audit report is annexed herewith as â(Annexure IV)â & â(Annexure IV.I)â

20. EXTRACT OF ANNUAL RETURN:

The details forming part of the Annual Return in form MGT-9 is annexed herewith as â(Annexure V)â

21. DISCLOSURE AS PER SECTION 197(12) Refer â(Annexure VI)â.

22. HEALTH AND SAFETY/ INDUSTRIAL RELATIONS:

The company continues to accord high priority to health and safety of employees at manufacturing locations. During the year under review, the company conducted safety training programmes for increasing disaster preparedness and awareness among all employees at the plants. Training programmes and mock drills for safety awareness were also conducted for all employees at the plants. Safety Day was observed with safety competition programmes with aim to imbibe safety awareness among the employees at the plant.

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

23. RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of the Listing Regulation, the company has constituted a risk management committee on is Board Meeting held on 29^th May, 2015. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

24. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

25. ACKNOWLEDGEMENTS:

Your Directors are thankful to Canara Bank, MID Corporate Branch Somajiguda, Andhra Bank, SCF Branch and Indian Bank, Main Branch, Koti for their continued support during the year under review and acknowledge with gratitude the help extended by the Central Government and Government of Telangana & Andhra Pradesh. Your directors also wish to place on record their appreciation of the services rendered and co-operation extended by the Workmen, Staff, Dealers, Customers and other concerned.

By Order of the Board of Directors

Sd/-

Place: Hyderabad (J. Triveni)

Date: 30-05-2018 Executive Chairperson

DIN: 00029107

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting their 33^rd Annual Report for the Financial Year 2015-16 together with the Audited Balance Sheet as at 31st March, 2016 and the Profit & Loss Account for the year ended on that date.

1. FINANCIAL RESULTS:

('' In Lakhs)

Particulars	2015-16	2014-15
Net Operational Income	18256.65	15291.54
Other income	118.65	118.63
Profit before interest and depreciation	4253.72	2682.85
Less: Interest	618.01	947.01
Less: Depreciation	823.47	825.82
Profit/(Loss) before taxation	2974.80	1044.32
Less : Provision for taxation including deferred tax liability	973.57	(1093.88)
Less: short provision of earlier years	10.07	251.65
Net Profit/(Loss) after taxation	1991.16	1886.55

2. PERFORMANCE OF THE YEAR UNDER REVIEW:

In the Financial year 2015-16, the Company continued its strong growth momentum due to its ability to satisfy its customers and the rigor in following strong internal processes.

Revenue growth in the year remained high. The Operating profit get increased and thereby increasing the net profit.

The Overall revenue for the year 2015-2016 at Rs 18375.30 Lakhs is higher by 19.24% (Rs 15410.17 Lakhs in 2014-2015), operating profit at Rs. 2974.80 Lakhs is higher by 184.86% (Rs. 1044.32 Lakhs in 2014-2015) and the net profit for the year at Rs. 1991.16 Lakhs is higher by 5.55% (Rs. 1886.55 Lakhs in 2014-2015)

Cement Division: Production of Cement and Clinker were 4,12,284 MTS and 4,02,841 MTS respectively during the twelve months ended 31^st March, 2016 as against were 3,88,946 MTS and 3,72,780 MTS respectively during the previous year ended 31^st March, 2015.

During the year under review 69% of the installed capacity of the Company was utilized.

Wind Power: The Company has generated 28,17,466 units as against 29,48,120 units during the previous year.

Electronic Division: The Company has produced 2,111 sq. mts of Printed Circuit Boards as against 1838 sq. mts during the previous year.

CURRENT YEAR OUTLOOK:

CEMENT DIVISION:

India''s Cement Industry is a vital part of its economy, providing employment to more than a million people, directly or indirectly. India is the second largest producer of cement in the world. Some of the recent major government initiatives such as development of 98 smart cities are expected to provide a major boost to the sector.

Cement demand in India is expected to increase due to government''s push for large infrastructure projects, leading to 45 million _tonnes of cement needed in the next three to four years. In addition, cement production in India is expected to touch 550-600 million tonnes (MT) in the next three to four year.

The Company also continues to concentrate on cost reduction measures in all areas of production and distribution to protect and improve its profitability. However, exorbitant increase in input prices and frequent power holidays are the major constraints to sustain in the market. However, with the bifurcation of Andhra Pradesh into state of Telangana and residuary state of Andhra Pradesh, the construction of new capital and other development measures of both the states as specified in the Andhra Pradesh Reorganization Act 2013 shall spurt enormous demand for the cement and other infrastructure related products. As such, the coming year''s performance is estimated to be good. Despite of few adverse conditions, your Directors are hopeful that the performance of the company would achieve another level of milestone in producing the cement.

ELECTRONIC DIVISION:

The improvement shown in the sales turnover of electronics division is satisfactory. Development of prototypes for new customers in the high-end automobile segment was done during the year. The division expects to improve its customer base in the automobile segment in the years to come. Supply of PCBs for Konkurs missile program is completed for the existing requirements and development of flexi cables for Invar missile program is underway. The division is exploring further opportunities in the defense sector to improve business in the near future.

The division was identified as one of the potential vendors for developing Gas Electron Multiplier (GEM) foils by European Organization for Nuclear Research (CERN) for their Compact Muon Solenoid (CMS) division. Senior Executives of your company visited CERN, Switzerland during the year on CERN''s invitation, for discussions. GEM foils are expected to be developed by electronics division in a time frame of two years. Apart from their present use in scientific experiments at CERN, GEMs are likely to find applications in medical imaging and other areas.

SUGAR DIVISION:

In view of the adverse market for sugar industry and since there is no progress in the division in particular, effective steps could not be taken for furtherance of the business.

3. DIRECTORS:

a) The Company''s Board of Directors have been constituted in compliance with the provisions of Companies Act read with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulation". The Composition of the Board is as under:

1. Smt. J. Triveni

Executive Chairperson & Whole-time Director

2. Sri. J. S. Rao

Managing Director

3. Sri. J. Sivaram Prasad

Non-Executive Director

4. Sri. K. Harishchandra Prasad

Independent Director

5. Sri. E. Siva Sankaram

Independent Director

6. Sri. Boddu Venkata Subbaiah

Independent Director

b) In accordance with the provisions of

Companies Act, 2013, Sri. J. S. Rao, the Managing Director of the Company would retire by rotation and, being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment at the ensuing Annual General Meeting.

d) Other Disclosure Board Evaluation

Pursuant to Section 178 (2) of the Companies Act, 2013, the Nomination and Remuneration Committee has evaluated the performance of individual Directors in its duly convened meeting. Pursuant to Section 134 (3) (p) of the Companies Act, 2013 and Regulation 4 (2) (f) (ii) (9) of the ("SEBI (LODR) Regulation (erstwhile Clause 49 of the Listing Agreement) the Board has carried out an evaluation of its own performance, as well as the evaluation of the Committees of the Board. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

Meetings

4. DETAILS OF WHOLE-TIME KEY MANAGERIAL PERSONAL (KMP)

During the period under review, Sri. J. S. Rao, Managing Director, Smt. J. Triveni, Executive Chairperson & Whole-time Director, Sri. Y. Venkateswara Rao, Chief Financial Officer and Mr. Rajesh Kumar Yadav, Company Secretary & Compliance Officer are the Whole-Time Key Managerial Personal of the Company.

5. DIVIDEND:

In view of inadequate profits Your Directors regret their inability to recommend any dividend on Equity Shares for the year 2015-2016.

6. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

7. POSTAL BALLOT

The Company has, on 23^rd April, 2015, approved the following resolution through Postal Ballots.

The details have been discussed in the Corporate Governance Report.

8. DEMAT OF SHARES:

The Equity Shares of your Company have been admitted by CDSL/NSDL for dematerialization. All the Shareholders whose shares are in physical mode are requested to dematerialize their share holding through their depository participants so that it will improve the liquidity of our stock. The Board pleased to inform that in compliance with Regulation 39 of the Listing Regulation (erstwhile clause 5A of the listing agreement) entered with Bombay Stock Exchange Limited, the unclaimed equity shares were dematerialized and the same are lying in the DEMAT suspense account. Shareholders are requested to claim their shares in DEMAT form by submitting their claims to the Company/ RTA.

9. DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013, your directors confirm:

(a) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

(d) That the directors had prepared the annual accounts on the going concern basis.

(e) That 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.

(f) That 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.

10. PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 or 74 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the

Internal Auditor reports to the Chairman of the Audit Committee of the Board & to the Chairperson & Managing Director.

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

13. INTERNAL FINANCIAL CONTROL:

14. RELATED PARTY TRANSACTIONS:

All transactions entered by the Company with related party were in the ordinary course of the business. The Audit Committee granted approval of the same. There were no materially significant transactions with Related Parties during the financial year 2015-16 which were in conflict with the interest of the Company.

During the year, your Company has entered into following Related Party Transactions as per Section 188 (1) of the Companies Act, 2013:

Date of transaction

Nature of Transactions

Amount (In Rs.)

^Legal

Framework

^Legal

Requirements

Date of Approval obtained

22-07-2015

Purchase of equipments and erection and commissioning services from M/s. Green Secure Systems Pvt.

Ltd, a Related Party u/s 2 (76) of the Act.

Rs. 5.6 Crores plus

applicable duties and taxes

Listing Agreement and

Sec-188 (1) (a) of Companies Act, 2013

Board

approval and

Audit

Committee

Board Approval -29-05-2015

Audit Committee approval - 08-082015

S. No	Date of transaction	Nature of Transactions	Amount (In Rs.)	^Legal Framework	^Legal Requirements	Date of Approval obtained
2	19-12-2015	Sell of Cement to Executive Chairperson of the Company	70,000	Regulation 23 (2) of SEBI Listing Regulation and Sec-188 (1) (a) of Companies Act, 2013	Prior approval of Audit Committee and Board	Audit Committee approval - 13-112015 Board Approval -13-11-2015
3	16-02-2016	Sell of Cement to Executive Chairperson of the Company	30,750	Regulation 23 (2) of SEBI Listing Regulation and Sec-188 (1) (a) of Companies Act, 2013	Prior approval of Audit Committee and Board	Audit Committee approval -13-11-2015 Board Approval -13-11-2015
4	*14-02-2016	Appointment of Smt. J. Sarada Govardhini (Related Party) in place of Profit	Monthly Salary of Rs. 2.50 Lakhs per month	Regulation 23 (2) of SEBI Listing Regulation and Sec-188 (1) (f) of Companies Act, 2013	Prior approval of Audit Committee and Board	Audit Committee approval -12-02-2016 Board Approval -12-02-2016
5	05-03-2016	Sell of Cement to Executive Chairperson of the Company on Arm''s length price	19,500	Regulation 23 (2) of SEBI Listing Regulation and Sec-188 (1) (a) of Companies Act, 2013	Prior approval of Audit Committee and Board	Audit Committee approval -12-02-2016 Board Approval -12-02-2016
6	22-03-2016	Sell of Cement to Chief Operating Officer of the Company	45,000	Regulation 23 (2) of SEBI Listing Regulation and Sec-188 (1) (a) of Companies Act, 2013	Prior approval of Audit Committee and Board	Audit Committee approval -12-02-2016 Board Approval -12-02-2016

*Smt. J. Sarada Govardhini, has been appointed as Chief Operating Officer in accordance with the provisions of Sec 188 (1) of the Companies Act, 2013 for a period of 5 years at proposed remuneration of Rs. 2.50 Lakhs per month upto a maximum of Rs. 4.30 Lakhs per month, which requires prior approval by Ordinary Resolution of Members in the ensuing AGM. The Board recommends the approval of the Shareholders.

15. COST AUDITORS:

Cost Audit records have been maintained by the company for the F.Y.2015-16. Pursuant to the directives of the Central Government and provisions of Section 148 of the Companies Act, 2013, qualified Cost Auditors have been appointed to conduct the cost audit for the F.Y.2015-16.

16. AUDITORS:

M/s. K.S. Rao & Co., Chartered Accountants, Hyderabad, has been appointed for three consecutive years i.e. till the conclusion of 34th AGM (Subject to the ratification by the shareholders at each AGM) by the shareholders at the 31st AGM. The Board of Directors recommends the ratification of appointment of M/s. K.S. Rao & Co., Chartered Accountants, at the ensuing Annual General Meeting.

17. REPLY TO AUDITOR''S COMMENT:

Regarding Auditor''s emphasis matter on confirmation of balances from Sundary Debtors, Sundary Creditors and for Loans and advances, the same were subsequently collected, adjusted and paid.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Your Company has duly constituted CSR Committee on 29-05-2014. Your Company has incurred losses in the last two years out of the three immediately preceding financial years, Hence, the requirement in connection with spending of money on specified projects under corporate social responsibility rules as envisaged under section 135 (5) of the Companies Act, 2013 are not applicable to the Company in the Financial year 2015-16.

However Your Company has been contributing generously for upliftment of poor and needy people within and immediate vicinity of the factory for their development in education, cultural, vocational and philanthropic activities. Moreover, your company has been providing on job training to students of Engineering collages at free of cost. As a listed company, necessary measures have been taken to comply with the Listing Regulations of Stock Exchanges.

The Annual Report on CSR activities is annexed herewith as: (Annexure C)

19. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s VCSR & Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit for the financial year 2015-2016. The Secretarial Audit report is annexed herewith as "(Annexure D)" & "(Annexure D1)"

20. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "(Annexure E)".

21. DISCLOSURE AS PER SECTION 197(12) Refer " (Annexure F)".

22. HEALTH AND SAFETY/ INDUSTRIAL RELATIONS:

The company continues to accord high priority to health and safety of employees at manufacturing locations. During the year under review, the company conducted safety training programmes for increasing disaster preparedness and awareness among all employees at the plants. Training programmes and mock drills for safety awareness were also conducted for all employees at the plants. Safety Day was observed with safety competition programmes with aim to imbibe safety awareness among the employees at the plant.

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

23. ADDITIONAL INFORMATION:

Information pursuant to Section 134 (3) (l) & (m) of the Companies Act, 2013 is annexed herewith as (Annexure B), which is detailed in Form A and Form B.

24. RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of the Listing Regulation, the company has constituted a risk management committee on is Board Meeting held on 29^th May, 2015. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

25. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

26. ACKNOWLEDGEMENTS:

By Order of the Board of Directors

Sd/-

Place: Hyderabad (J. Triveni)

Date: 28-05-2016 Executive Chairperson

DIN: 00029107

Mar 31, 2014

Dear Members,

The Directors are pleased to present your Company''s 31st Annual Report for the Financial Year 2013-14 together with the Audited Balance Sheet as at 31st March, 2014 and the Profit & Loss Account for the year ended on that date.

FINANCIAL RESULTS: (Rs. In Lakhs)

2013-14 2012-13

Net Operational Income 12506.71 10769.28

Other income 109.77 55.78

Profit before interest and 400.69 (146.56) depreciation

Less: Interest 897.47 897.89

Less: Depreciation 1352.73 1372.68

Profit/(Loss) before taxation (1849.51) (2417.13)

Less : Provision for taxation (45.06) (36.98) including deferred tax liability_

Less: short provision of 0.00 0.96 earlier years

Net Profit/ILoss) after" (1804.45) (2455.07) taxation

Less: Capital Redemption 0.00 150.00 Reserve

Add: Surplus Brought 1194.95 3800.02 Forward from previous years_

Balance carried to Balance (609.50) 1194.95 Sheet

OPERATIONS:

During the year 2013-14, your Company witnessed reduced performance. While, our revenues increased by 16.13% over the previous year, Rs.710.31 Lakhs of cash loss was incurred due to drop in margins and lower demand for the cement in the cement division.

Cement Division: Production of Cement and Clinker were 3,95,268 MTS and 3,54,323 MTS respectively during the twelve months ended 31st March, 2014 as against 3,29,357 MTS and 2,96,770 MTS respectively during the previous year. In view of strained cash flows, the finance facilities (working capital and term loans) of the company availed from the Canara Bank, Andhra Bank and Indian Bank has been restructured to align the future cash flows. The same was discussed elaborately elsewhere in the Annual report.

l During the year under review 67% of the installed capacity of the Company was utilised.

Wind Power: The Company has generated 35, 36,160 units as against 32, 76,684 units during the previous year.

Electronic Division: The Company has produced 2028 sq.mts of Printed Circuit Boards as against 2233 sq.mts during the previous year.

FUTURE PROSPECTS:

CEMENT DIVISION:

India''s potential in infrastructure is vast and cement plays a vital role in the growth and development of the nation. India is the second largest producer of cement in the world. The cement industry has been expanding on the back of increasing infrastructure activities and demand from housing sector over the past many years. An investment allowance for infrastructure projects of Rs 100 crore (US$ 16.05 million) and above has also been announced by the Government.In addition, cement production in India is expected to touch 407 million tonnes (MT) by 2020.

The Sudden burst in capacity expansion in the industry situated in southern region coupled with low demand growth led to fierce competition for market share which resulted in prices dropping to unremunerative levels. The Company also continues to concentrate on cost reduction measures in all areas of production and distribution to protect and improve its profitability. However, exorbitant increase in input prices and frequent power holidays are the major constraints to sustain in the market. However, with the bifurcation of Andhra Pradesh into state of Telangana and residuary state of Andhra Pradesh, the construction of new capital and other development measures of the both the states as specified in the Andhra Pradesh Reorganization Act 2013 shall spurt enormous demand for the cement and other infrastructure related products. As such, the coming year''s performance is estimated to be good. Despite of few adverse conditions, your Directors are hopeful that the performance of the company would achieve satisfactory level.

ELECTRONIC DIVISION:

The improvement shown in the sales turn over of electronics division is satisfactory. Development of prototypes for new customers in the high-end automobile segment was done during the year. The division expects to improve its customer base in the automobile segment in the years to come. Supply of PCBs for Konkurs missile program is completed for the existing requirements and development of flexi cables for Invar missile program is underway. The division is exploring further opportunities in the defense sector to improve business in the near future.

The division was identified as one of the potential vendors for developing Gas Electron Multiplier (GEM) foils by European Organization for Nuclear Research (CERN) for their Compact Muon Solenoid (CMS) division. Senior Executives of your company visited CERN, Switzerland during the year on CERN''s invitation, for discussions. GEM foils are expected to be developed by electronics division in a time frame of two years. Apart from their present use in scientific experiments at CERN, GEMs are likely to find applications in medical imaging and other areas.

SUGAR DIVISION:

The Company has planned to install 3500 TPD integrated sugar mill,50 KLPD ethanol Plant and 20 MW Co-generation power plant with an estimated cost of 319.92 Crores at Mosttor Village, Yadgir Dist in the state of Karnataka. Order for project preplanning has been given to M/s. MITCON Consultancy Services Limited. The Company has secured In-principle approval from the Government of Karnataka for establishing the integrated sugar project. The company has purchased Acres 97 and 19 gunats of land for establishment of the project. The requisite approvals under Environment laws and other project related statutory compliance are under progress. Considering the operational difficulties, the Chief Director (Sugar), Department of Food and public distribution, Ministry of Consumer affairs, New Delhi has extended the validity period of our Industrial Entrepreneurs Memorandum (IEM) up to 27-07-2014 whereby the unit should be commissioned and achieve the commercial production. The financial syndication for sugar division becomes a tedious task for the company in view of weak performance of cement division in general and the lackluster performance of sugar industry. In view of the adverse market for sugar industry and on going cash crunch in the company, could not take "effective steps" as defined in sugar control order to implement the sugar project.

DIRECTORS:

In accordance with the provisions of Companies Act, 1956 Sri. J Sivarama Prasad Non Executive Director of the Company would retire by rotation and, being eligible, offer himself for re-appointment.

In view of new legislative changes, we have received proposals from the shareholders for reappointment of Sri E Siva sankaram, Sri BV Subbaiah and Sri K Harishchandra Prasad non executive directors as Independent directors of the Company in the ensuing Annual General meeting in accordance with Section 149 of the Companies Act, 2013 and clause 49 of the listing agreement for a period of five years. The profiles of the reappointed directors are mentioned elsewhere in the report.

DIVIDEND:

In view of severe cash losses, your Board could not recommend any dividend for the financial year 2013-2014.

REDEEMABLE PREFERENTIAL SHARES:

The second installment of Rs.35/- each on first tranche of 500000, 9% non convertible redeemable preferential shares of Rs.l00/-each could not paid on due date, due to no accumulated profits and adverse market for issue of new preferential shares. Your directors are taking steps for extension of period of redemption of 9 % redeemable preferential shares by 3 more years for which preferential shareholder has kindly agreed. The company will initiate postal ballot process to secure the necessary consent from the equity shareholders for extending the period of redemption of 9 % redeemable preferential shares by 3 more years.

DEMAT OF SHARES:

The Equity Shares of your Company have been admitted by CDSL/NSDL for dematerilisation. All the Shareholders whose shares are in physical mode are requested to dematerialize their share holding through their depository participants so that it will improve the liquidity of our stock. The Board pleased to inform that in compliance with clause 5A of the listing agreement entered with Bombay Stock Exchange Limited, the unclaimed equity shares were dematerialized and the same are lying in the DEMAT suspense account. Shareholders are requested to claim their shares in DEMAT form by submitting their claims to the Company/RTA.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended on 31st March, 2014, the applicable accounting standards have been followed along with proper , explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for the year under review.

(iii) that he Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

PUBLIC DEPOSITS:

Your Company has no public deposits in accordance with Section 73 or 74 of the Companies Act, 2013

COST AUDITORS:

Cost Audit records have been maintained by the company for the F.Y.2013-14. Pursuant to the directives of the Central Government and provisions of Section 148 of the Companies Act, 2013, qualified Cost Auditors have been appointed to conduct the cost audit for the F.Y.2013-14.

REPLY TO AUDITOR''S QUALIFICATIONS:

Regarding Auditor''s emphasis matter on confirmation of balances from Sundry Debtors, Sundry Creditors and for Loans and Advances, the same were subsequently collected, adjusted and paid.

AUDITORS:

M/s. K.S. Rao & Co., Chartered Accountants, Hyderabad, the present Auditors, retires at the ensuing Annual General Meeting, and is eligible for reappointment.

PERSONNEL:

Employer-Employee relations remained cordial during the year under review. Your Directors place on record their sincere appreciation of the contribution made by the employees of the Company at all levels. As regards, information pursuant to Section 217(2AA) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended), there are no employees governed by the said provisions.

HEALTH AND SAFETY:

The company continues to accord high priority to health and safety of employees at manufacturing locations. During the year under review, the company conducted safety training programmes for increasing disaster preparedness and awareness among all employees at the plants. Training programmes and mock drills for safety awareness were also conducted for all employees at the plants. Safety Piy was observed with safety competition programmes with aim to imbibe safety awareness among the employees at the plant.

CORPORATE SOCIAL RESPONSIBILITY:

Your company has been contributing generously for upliftment of poor and needy people within and immediate vicinity of the factory for their development in education, cultural, vocational and philanthropic activities. Moreover, your company has been providing on job training to students of Engineering collages at free of cost. As the company has been incurring losses for the last two years, the rules in connection with spending of money on specified projects under corporate social responsibility rules are not applicable to the Company.

ADDITIONAL INFORMATION:

Information pursuant to Section 217(e)&(2A) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed herewith.

ACKNOWLEDGEMENTS:

Your Directors are thankful to Canara Bank, Somajiguda Branch, Andhra Bank, SCF Branch and Indian Bank, Main Branch, Koti for their continued support during the year under review and acknowledge with gratitude the help extended by the Central Government and Government of Telangana. Your directors also wish to place on record their appreciation of the services rendered and co-operation extended by the Workmen, Staff, Dealers, Customers and other concerned.

By Order of the Board of Directors

Place: Hyderabad (J. Triveni) Date: 29-05-2014 Executive Chairperson

Mar 31, 2013

Dear Members,

The Directors are pleased to present your Company''s 30th Annual Report for the Financial Year 2012-13 together with the Audited Balance Sheet as at 31st March, 2013 and the Profit & Loss Account for the year ended on that date.

FINANCIAL RESULTS: (Rs.in Lakhs)

2012-13 2011-12 Net Operational Income 10769.28 17593.25

Other income 55.78 48.71

Profit before interest and (146.56) 4240.97 depreciation

Less: Interest 897.89 953.23

Less: Depreciation 1372.68 1356.95

Profit/(Loss) before taxation (2417.13) 1930.79

Less : Provision for taxation 36.98 714.03 including deferred tax liability

Less: short provision of 0.96 22.79 earlier years

Net Profit/(Loss) after (2455.07) 1193.97 taxation

Less: Capital Redemption 150.00 Reserve

Add: Surplus Brought 3800.02 2606.05

Forward from previous years

Balance carried to Balance 1194.95 3800.02 Sheet

OPERATIONS:

During the year 2012-13, Keerthi industries Ltd witnessed lackluster performance. While, our revenues decreased by 38.78% over the previous year, Rs.1082.38 Lakhs of cash loss accrued on account of emaciated margins and lower demand and couple of other reasons in the cement division.

Cement Division: The production of Cement and Clinker were 3,29,357 MTS and 2,96,770 MTS respectively during the twelve months ended 31st March, 2013 as against 4,85,391 MTS and 4,28,303 MTS respectively during the previous year.

During the year under review the capacity of the Company was augmented at 55% of the installed capacity.

Wind Power: The Company has generated 32,76,684 units as against 34,88,954 units during the previous year .

Electronic Division: The Company produced 2233 sq.mts of Printed Circuit Boards as against 2087sq. mts during the previous year.

FUTURE PROSPECTS:

CEMENT DIVISION:

Country''s cement production is likely to raise by 6.4 per cent this fiscal, due to the continued fillips given for the infrastructure projects. The Company expects to sustain and improve the output levels during the year. Also, the Company will have the benefit of increased production from its capacity enhancement project, which will enable the Company to meet the market demand for cement. The Sudden burst in capacity expansion in the industry situated in southern region coupled with low demand growth led to fierce competition for market share which resulted in prices dropping to unremunerative levels. The Company also continues to concentrate on cost reduction measures in all areas of production and distribution to protect and improve its profitability. However, exorbitant increase of input prices of cement and frequent power holidays are the major constraints to sustain in the market. However, the slew of economic reforms announced by the Government and expectation of RBI lowering interest rates will boost sentiments and kick start the sagging construction industry. Despite of few adverse conditions, your Directors are hopeful that the performance of the company would achieve satisfactory level.

ELECTRONIC DIVISION:

The Division is taking the necessary steps to streamline the operations and expects to improve the performance by increasing the sales volumes. The division has shown considerable progress in terms of sales turn over. The increase in turn over is a result of improved business from health care and defense sectors. There is an appreciable growth in the off take to these segments in the year under review. The division is optimistic in developing new customer base in the automobile segment. Development of new PCBs for the existing and new missile programs is under way for defense sector. The division is working closely with the indigenization team of Bharat Dynamics Limited, Bhanur for the introduction of these PCBs.

SUGAR DIVISION:

The Company has planned to install 3500 TPD integrated sugar mill,50 KLPD ethanol Plant and 20 MW Co-generation power plant with an estimated cost of 319.92 Crores at Mosttor Village, Yadgir Dist in the state of Karnataka. Order for project preplanning has been given to M/s. MITCON J

Consultancy Services Limited. The Company has secured In-principle approval from the Government of Karnataka for establishing the integrated sugar project. The company has purchased Acres 97 and 19 gunats of land for establishment of the project. The requisite approvals under Environment laws and other project related statutory compliance are under progress. Considering the operational difficulties, the Chief Director (Sugar), Department of Food and public distribution, Ministry of Consumer affairs, New Delhi has extended the validity period of our Industrial Entrepreneurs Memorandum (IEM) up to July 2014 whereby the unit should be commissioned and achieve the commercial production. The financial syndication for sugar division becomes a tedious task for the company in view of worst performance of cement division in general and in particular the lackluster performance of sugar industry. The company has been scouting for strategic partners for implementation of the said project.

DIRECTORS:

In accordance with the provisions of Companies Act, 1956 and the Company''s Articles of Association, Sri K Harishchandra Prasad and Sri. BV Subbaiah Directors of the Company would retire by rotation and, being eligible, offer themselves for re-appointment.

DIVIDEND:

In view of severe cash losses, your Board could not recommend any dividend for the financial year 2012-2013.

REDEEMABLE PREFERENTIAL SHARES:

The first installment of Rs.30/- each on the first tranche of 500000, 9% non convertible redeemable preferential shares of Rs.100/- each has paid on due date.

DEMAT OF SHARES:

The Equity Shares of your Company have been admitted by CDSL/NSDL for dematerilisation. All the Shareholders whose shares are in physical mode are requested to dematerialize their share holding through their depository participants so that it will improve the liquidity of our stock. The Board pleased to inform that in compliance with clause 5A of the listing agreement entered with Bombay stock exchange limited, 8832 unclaimed equity shares were dematerialized and the same are lying in the DEMAT suspense account. Shareholders are requested to claim their shares in DEMAT form by submitting their credentials with the Company/ k RTA.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended on 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit of the company for the year under review.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

PUBLIC DEPOSITS:

Your Company has not invited any deposits from public / shareholders in accordance with the Section 58A of the Companies Act, 1956.

COST AUDITORS:

Cost Audit records have been maintained in respect of Cement and power divisions for the FY.2012- 13. Pursuant to the directives of the Central Government and provisions of Section 233B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct the cost audit for the FY.2012-13.

REPLY TO AUDITOR''S QUALIFICATIONS:

Regarding Auditor''s emphasis matter on confirmation of balances from Sundry Debtors, Sundry Creditors and for Loans and Advances, the same were subsequently collected, adjusted and paid.

AUDITORS:

M/s. K.S. Rao & Co., Chartered Accountants, Hyderabad, the present Auditors, retires at the ensuing Annual General Meeting, and is eligible for reappointment. J

PERSONNEL:

Employer-Employee relations remained cordial during the year under review. Your Directors place on record their sincere appreciation of the contribution made by the employees of the Company at all levels. As regards, information pursuant to Section 217(2AA) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended), there are no employees governed by the said provisions.

HEALTH AND SAFETY:

The company continues to accord high priority to health and safety of employees at manufacturing locations. During the year under review, the company conducted safety training programmes for increasing disaster preparedness and awareness among all employees at the plants. Training programmes and mock drills for safety awareness were also conducted for all employees at the plants. Safety Day was observed with safety competition programmes with aim to imbibe safety awareness among the employees at the plant.

CORPORATE SOCIAL RESPONSIBILITY:

Your company has been contributing generously for upliftment of poor and needy people within and immediate vicinity of the factory for their development in education, cultural, vocational and philanthropic activities. Moreover, your company has been providing on job training to students of VNR VJIET Engineering collage at free of cost.

ADDITIONAL INFORMATION:

Information pursuant to Section 217(e)&(2A) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed herewith.

ACKNOWLEDGEMENTS:

Your Directors are thankful to Canara Bank, Somajiguda Branch, Andhra Bank, SCF Branch and Indian Bank, Main Branch, Koti for their continued support during the year under review and acknowledge with gratitude the help extended by the Central Government and Government of Andhra Pradesh. Your directors also wish to place on record their appreciation of the services rendered and co-operation extended by the Workmen, Staff, Dealers, Customers and other concerned.

By Order of the Board of Directors

Sd/-

Place: Hyderabad (J. Triveni)

Date: 29-05-2013 Executive Chairperson

Mar 31, 2012

The Directors are pleased to present your Company's 29th Annual Report for the Financial Year 2011-12 together with the Audited Balance Sheet as at 31st March, 2012 and the Profit & Loss Account for the year ended on that date.

FINANCIAL RESULTS: (Rs. In Lakhs) 2011-12 2010-11

Net Operational Income 17593.25 8353.84

Other income 48.71 40.68

Profit before interest and 4240.97 1338.11 depreciation

Less: Interest 953.23 421.96

Less: Depreciation 1356.95 669.51

Profit/(Loss) before taxation 1930.79 246.65

Less : Provision for taxation 714.03 69.46

Less: short provision of 22.79 -

earlier years

Add: excess provisions of - 31.21

earlier years

Net Profit after taxation 1193.97 208.40

Add: Surplus Brought 2606.05 2397.65

Forward from previous years

Balance carried to Balance 3800.02 2606.05 Sheet

OPERATIONS:

During the year 2011-12, Keerthi industries Ltd witnessed splendid performance. While, our revenues increased 210% over the previous year, our post-tax profit surged manifold on account of increased margins and augmentation of additional capacity in cement division.

Cement Division: The production of Cement and Clinker were 4,85,391 MTS and 4,28,303 MTS respectively during the twelve months ended 31st March, 2011 as against 2,77,716 MTS and 2,21,259 MTS respectively during the previous year.

During the year under review the Company was augmented at 81% of the installed capacity. In view of augmentation of additional capacity, the operational results of the company during the year are not comparable with the previous year.

Wind Power: The Company has generated 34,88,954 KWH as against 27,71,454 KWH during the previous year .

Electronic Division: The Company produced 2087 sq.mts of Printed Circuit Boards as against 1441sq.mts during the previous year.

FUTURE PROSPECTS: CEMENT DIVISION:

Demand for cement is expected to grow at 8% in the coming year due to the continued fillips given for the infrastructure projects. The Company expects to sustain and improve the output levels during the year. Also, the Company will have the benefit of increased production from its capacity enhancement project, which will enable the Company to meet the increased market demand for cement. The Company also continues to concentrate on cost reduction measures in all areas of production and distribution to protect and improve its profitability. However, exorbitant increase of input prices of cement and frequent power holidays are the major constraints to sustain in the market. Despite of few adverse conditions, your Directors are hopeful that the performance of the company would achieve satisfactory level.

ELECTRONIC DIVISION:

The division will continue to strengthen the PCB edge, timely expansion, the PCB business to do fine and stronger. The Company is taking the necessary steps to streamline the operations and expects to improve the performance by increasing the sales volumes. The Company has approached to various defense PSUs to secure the work orders for manufacturing rigid PCB and the responses received from them are quite optimistic. During the year under review there is an appreciable improvement in the performance of electronic division. The division has shown more than 30% growth in sales volume and proportionate increase in operating profit. The division has established a loyal customer base in health care instrumentation segment. The high temperature resistant cables made by the division for a defense PSU have been approved for use in their missile programme. There is an improvement in the projected off take to the above segments in the next financial year.

SUGAR DIVISION

The Company has planned to install 3500 TPD integrated sugar mill,50 KLPD ethanol Plant and 20 MW Co-generation power plant with an estimated cost of 31992 Lakhs at Mosttor Village, Yadgir Dist in the state of Karnataka. Order for project preplanning has been given to M/s. MITCON Consultancy Services Limited. The Company has secured In-principle approval from the Government of Karnataka for establishing the integrated sugar project. The company has purchased Acres 97 and 19 gunats of land for establishment of the project. The requisite approvals under Environment laws and other project related statutory compliance are under progress. Considering the operational difficulties, the Chief Director (Sugar), Department of Food and public distribution, Ministry of Consumer affairs, New Delhi has extended the validity period of our Industrial Entrepreneurs Memorandum (IEM) up to 26th July, 2014 whereby the unit should be commissioned and achieve the commercial production.

DIRECTORS:

In accordance with the provisions of Companies Act, 1956 and the Company's Articles of Association, Sri E Siva Sankaram and Sri. J Sivaram Prasad directors of the Company would retire by rotation and, being eligible, offer themselves for re- appointment.

DIVIDEND:

Having applied the internal accrued funds of Rs. 2400 Lakhs for cost escalation of the project at cement division and on going redemption plan of first trench of 9% Cumulative Redeemable preferential shares in the month of November 2012, your Board could not recommend any dividend for the financial year 2011-2012.

OPTIONALLY CONVERTIBLE DEBENTURES/ PREFERENTIAL SHARES:

The 9% Optionally Fully Convertible unsecured Debentures of face value of Rs.100/- each aggregating value of Rs. 770.98 allotted to various shareholders in pursuant to Scheme of amalgamation sanctioned by Honorable High court of Andhra Pradesh has been redeemed. The First tranche of 9% redeemable preferential shares have fallen due for redemption by November, 2012.

DEMAT OF SHARES:

The Equity Shares of your Company have been admitted by CDSL/NSDL for demat. All the Shareholders whose shares are in physical mode are requested to dematerialize their share holding through their depository participants so that it will improve the liquidity of our stock.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'

Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended on 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit of the company for the year under review.

(iii) that he Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis.

PUBLIC DEPOSITS:

Your Company has not invited any deposits from public / shareholders in accordance with the Section 58A of the Companies Act, 1956.

COST AUDITORS:

Cost Audit records have been maintained in respect of Cement and power divisions for the F.Y.2011-

12. Pursuant to the directives of the Central Government and provisions of Section 233B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct the cost audit for the F.Y.2012-13.

REPLY TO AUDITOR'S QUALIFICATIONS:

Regarding Auditor's Qualification on confirmation of balance from Sundry Debtors, Sundry Creditors and for Loans and Advances, the management is confident of realizing the receivables at the stated values other than those disclosed as doubtful and in the process of obtaining confirmation from the parties.

AUDITORS:

M/s. K.S. Rao & Co., Chartered Accountants, Hyderabad, the present Auditors, retires at the ensuing Annual General Meeting, and is eligible for reappointment.

PERSONNEL:

Employer-Employee relations remained cordial during the year under review. Your Directors place on record their sincere appreciation of the contribution made by the employees of the Company at all levels. As regards, information pursuant to Section 217(2AA) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended), there are no employees governed by the said provisions.

HEALTH AND SAFETY:

The company continues to accord high priority to health and safety of employees at manufacturing locations. During the year under review, the company conducted safety training programmes for increasing disaster preparedness and awareness among all employees at the plants. Training programmes and mock drills for safety awareness were also conducted for all employees at the plants. Safety Day was observed with safety competition programmes with aim to imbibe safety awareness among the employees at the plant.

ADDITIONAL INFORMATION:

Information pursuant to Section 217(e)&(2A) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed herewith.

ACKNOWLEDGEMENTS:

Your Directors are thankful to Canara Bank, Somajiguda Branch, Andhra Bank, SCF Branch and Indian Bank, Main Branch, Koti for their continued support during the year under review and acknowledge with gratitude the help extended by the Central Government and Government of Andhra Pradesh. Your directors also wish to place on record their appreciation of the services rendered and co-operation extended by the Workmen, Staff, Dealers, Customers and other concerned.

By Order of the Board of Directors

Place: Hyderabad (J. Triveni)

Date: 01-09-2012 Executive Chairperson

Mar 31, 2010

The Directors are pleased to present your Companys 27th Annual Report for the Financial Year 2009-10 together with the Audited Balance Sheet as at 31st March, 2010 and the Profit & Loss Account for the year ended on that date.

FINANCIAL RESULTS:

(Rs. lakhs) 2009-10 2008-09 (9 months)

Operational Income 7789.61 7774.52

Operating Profit/(Loss) 1263.35 1764.97

Depreciation & Interest 354.05 272.89

Profit/(Loss) for the year 909.30 1492.08

OPERATIONS:

The performance of your company for the year under review was satisfactory in spite of steep fall in cement prices for last six months. Another reason was sluggish market demand coupled with excess supply of cement in the market which resulted in steep fall in cement prices. Due to the implementation of capacity expansion, the Company has shutdown its plant from the month of February 2010 for erecting the expanded cement capacity, which lead to the revenue loss for the last quarter of the year.

Cement Division: The production of Cement and Clinker were 2,80,107 MTS and 2,72,078 MTS respectively during the twelve months ended 31st March, 2010 as against 2,34,378 MTS and 2,23,183 MTS respectively during the previous year(nine months).

Wind Power: The Company has generated 31,42,779 KWH as against 24,99,271 KWH during the previous year (nine months).

Electronic Division: The company produced 3,349 sq.mts of PCB as against 3,343 sq.mts during the previous year(nine months).

FUTURE PROSPECTS:

CEMENT DIVISION:

Your Company initiated capacity expansion and de- bottlenecking programs to maintain growth and improve efficiencies. The trial production of the expanded capacity began in the month of August, 2010. With the expanded capacity of 900 TPD, your Companys total capacity will be 1800 TPD.

The last few years have been a golden period for cement manufacturers when the government increased spending on infrastructure development. High commercial activity and rising demand for housing on account of higher per capita income has kept cement offtake growth in double digits. The main factors behind increase in demand of cement were: 60 percent higher Public Sector Development Projects allocation, increasing number of real estate development projects for commercial and residential use, developing export market.

The sharp decline in cement prices were due to domestic competition among producers squcesing the profitability of the industry. Thus, your Directors are confident that the performance of the company would be much better in the current year.

ELECTRONIC DIVISION:

The division will definitely continue to strengthen the PCB edge, timely expansion, the PCB business to do fine and stronger. The Company is taking the necessary steps to streamline the operations and expects to improve the performance by increasing the sales volumes.

WIND POWER DIVISION:

Wind energy, with an average growth rate of 30%, is the fastest growing source of renewable energy in the world. India occupies the fifth place in the world in wind energy generation after USA, Germany, Spain, and China. New technological developments in wind energy design have contributed to the significant advances in wind energy penetration and to get optimum power from available wind. In this study, an attempt has been made to analyze and review the development and dissemination of wind energy in India.

SCHEME OF ARRANGEMENT

During the period under report, the Honble High Court of Andhra Pradesh vide order dated 19th January, 2010, sanctioned the Scheme of Arrangement, whereupon the erstwhile Hyderabad Flextech Limited stands merged with the company. The said order was filed with Registrar of Companies and subsequently got approval for the same.

LISTING APPROVAL FOR NEW SHARES ISSUED PURSUANT TO THE SCHEME OF AMLAGAMATION

The Bombay Stock Exchange has given listing permission for listing of 2,21,588 equity shares issued to shareholder of Hyderabad Flextech Limited pursuant to the Scheme of Amalgamation as approved by the Honble High Court of Andhra Pradesh.

DEMAT OF SHARES:

The Equity Shares of your Company have been admitted by CDSL/NSDL for demat.

DIRECTORS:

In accordance with the provisions of Companies Act, 1956 and the Companys Articles of Association, Sri E.Siva Sankaram and Sri J.Sivaram Prasad, Directors would retire by rotation and, being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed: (i) That in the preparation of the accounts for the financial year ended on 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit of the company for the year under review. (iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting iscords in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and (iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

REPLY TO AUDITORS QUALIFICATIONS.

Regarding Auditors Qualification on confirmation of balance from Sundry Debtors, Sundry Creditors and for Loans and Advances, the management is confident of realising the receivables at the stated values other than those disclosed as doubtful and in the process of obtaining confirmation from the parties.

AUDITORS:

M/s. K.S. Rao & Co., Chartered Accountants, Hyderabad, the present Auditors, retires at the ensuing Annua! General Meeting, and are eligible for re- appointment.

PERSONNEL:

Employer-Employee relations remained cordial during the year under review. Your Directors place on record their sincere appreciation of the contribution made by the employees of the Company at all levels. As regards, information pursuant to Section 217(2AA) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended), there are no employees governed by the said provisions.

ADDITIONAL INFORMATION:

Information pursuant to Section 217(e)&(2A) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Cement Division:

Industry Structure and Developments:

The Indian economic growth rate has been quite rapid compared to other emerging economies primarily due to higher reliance on domestic demand. The growth trajectory is expected to continue on the back of strong domestic demand and huge outlay on infrastructure planned by the Government. The long-term domestic outlook remains buoyant with the progressive reforms, increasing FDI, robust investments, growing incomes and aspirations. India being one of the major producers of cement and the demand is largely based on Infrastructure Projects, Urban development and housing, Roads and Buildings, Ports etc., However, the cost of the raw material and fuel namely Limestone, Coal, Power and Freight charges are all controlled by the Government and any increase in the price of the above mentioned items affects the cost of the production on which the company does not have any control. Thus, industry has been to in ups and downs. The Government spending on infrastructure is likely to benefit the revenue and earnings of all the cement companies across the country.

Opportunities and Threats:

The demand will be driven by Governments continued thrust on infrastructure development and to boost rural and housing sector. Infrastructure development is need of the nation, this along with rising housing provision will accelerate construction activity. Recovery of the global scenario could also provide impetus to economic growth and Cement demand.

Concerns of the Indian Cement Industry are high cost of Power and Coal, high freight cost, inadequate infrastructure, non availability of Wagons, poor quality of coal and heavy taxes/ royalty levies.

Electronic Division:

Industry Structure and Developments:

Your Company is one of the few companies specialized in manufacturing flexible printed circuit boards in India. The flexible PCBs being sold by the Company in India is an import substitute. The PCB industry purely depends on growth of electronic industry. The Electronic Industry is looking up and doing well, giving a scope for PCB industry to expand.

Opportunities and Threats:

Spreading into domestic market, as an import substitute, is a major opportunity for the Company. However, due to fall in exports, there is a constraint on DTA eligibility. Therefore, the Company would have to make DTA sales by paying full Excise Duty, which is an additional burden on the margins. The company has been following this system through out the year under review.

Wind Power Division:

Industry Structure and Developments:

India began wind development in the 1990s, and development has only begun to take off in the last few years. Although a relative newcomer to the wind industry compared with Denmark or the US, a combination of domestic policy support for wind power and the rise of a leading global wind turbine manufacturer have led India to become the country with one of the largest installed wind power capacity in the world, and the wind energy leader in the developing world.

Opportunities and Threats:

However, fundamental risks in the Indian market remain, making international manufacturers somewhat reluctant to invest. In addition, Indias relatively undeveloped national infrastructure meant that transport and installation of megawatt-scale wind power technology was impossible until recently. In addition, we have been undergoing power sector reforms of varying degrees, and the impact of such reforms on renewable energy is still somewhat uncertain.

Segment or product-wise performance:

Segment-wise or product-wise performance has already been furnished elsewhere in this report.

Outlook:

This has been discussed elsewhere in this Report.

Internal control systems and their adequacy:

The company is following a proper and adequate system of internal controls in respect of all its activities including safeguarding and protecting its assets against loss from unauthorized use of disposition. Further all transactions entered into by the company are duly authorized and recorded correctly. M/s. Pavuluri & Co., Chartered Accountants, Hyderabad have been working as the Internal Auditors of the company. The Internal Auditors are submitting reports to the company on a Quarterly basis.

Financial/operational performance:

This has been already discussed elsewhere in this Report.

Human Resources/Industrial Relations:

The company enjoys very cordial industrial relations, due to which there is very low employee/labour turnover in the company. You will be happy to note that ever since the inception of the Company, there were no strikes, lockouts, lay-offs, retrenchments, etc.

ACKNOWLEDGEMENTS:

Your Directors are thankful to Canara Bank, Somajiguda Branch, Andhra Bank, SCF Branch and Indian Bank, Main Branch, Koti. for their continued support during the year under review and acknowledge with gratitude the help extended by the Central Government and Government of Andhra Pradesh.

Your directors also wish to place on record their appreciation of the services rendered and co-operation extended by the Workmen, Staff, Dealers, Customers and other concerned.

By Order of the Board of Directors

Place: Hyderabad (J. Triveni)

Date: 30-08-2010 Executive Chairperson

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