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Director’s Report
Your Directors are pleased to present the 36th Annual Report together with the audited financial statements of your the Company for the financial year ended 31st March 2022.
Financial Results
The Company''s financial performance for the year ended on 31st March 2022 is summarized below:
(I in Crores) |
||||
Standalone |
Consolidated |
|||
Particular |
Year ended 31st March 2022 31st |
Year ended March 2021 |
Year ended 31st March 2022 |
Year ended 31st March 2021 |
Revenue from Operations |
3,299 |
2,523 |
3,705 |
2,781 |
Profit Before Other Income, Exceptional Items, Depreciation, Interest and taxes |
532 |
460 |
611 |
509 |
Profit before Tax |
485 |
413 |
510 |
413 |
Tax Expense |
123 |
105 |
127 |
104 |
Profit After Tax (before Minority interest) |
362 |
308 |
383 |
309 |
Minority Interest |
- |
- |
(6) |
(1) |
Profit After Tax (after Minority interest) |
362 |
308 |
377 |
308 |
Financial highlights and state of Affairs of the Company
In a fiscal marked with ups and downs, Kajaria remained steadfast on its resolve to sustain its momentum.
Despite the rather bumpy start to FY22, Kajaria remained resilient with disciplined determination to report a stellar performance. The cohesive team worked relentlessly on widening the reach and uplifting the aesthetic quotient of its product offering which allowed it to capitalise on the burgeoning opportunities in the residential housing and commercial office space sectors.
As a heartening fallout, the Company''s revenue crossed the C3,000 crore mark for the first time in its illustrious journey, C3,705 crore.
The Company reported a Net Profit of C376.98 crore, an increase of 22% over the previous year.
The State of Affair of the Company is detailed in the ''Management Discussion and Analysis'' section which forms part of this report.
Outlook
The outlook for FY23 appears considerably promising owing to the sustained demand from the real estate sector both residential and commercial. Also, the Government''s thrust on creating world-class infrastructure is further fueling demand for tiles.
The residential space continues to grow at a healthy uptick in Tier 2 and 3 towns owing to the intensifying reverse-migration trends in the post-pandemic era. Further, the home improvement space continues to generate increasing opportunities as millennials have expressed their preference in staying in lesser cluttered pin codes. Thus we see accelerated traction not just from new projects but also from increased application of tiles in replacement and renovation projects. In fact, we expect strong momentum from the replacement market also going forward.
The commercial office space, which was stagnant post pandemic era, is also gaining significant traction as India continues to remain in the global spotlight as a reliable sourcing base for advanced economies.
These are medium term trends that are expected to continue over coming years, creating healthy growth opportunities over the foreseeable future.
Additionally, with the Morbi cluster strengthening its focus on becoming stronger in the global marketplace, have opened a sizeable market for the branded player to capitalise upon.
The combination of these factors augur well for the leading tile the Company of India.
The only challenge that could impact the business fortunes for FY23 are the inflationary headwinds owing to the Russia-Ukraine crisis that could impact overall business profitability. The Company is working relentlessly on optimising its cost structure to de-risk its business profitability.
Dividend
Your Directors have recommended to the shareholders a final dividend of 73/- (i.e. 300%) per equity share of 71/- each fully paid-up for the financial year ended March 31, 2022, if approved at the ensuing Annual General Meeting (''AGM'').
During the year 2021-22, the Company has also paid Interim Dividend of 78/- (i.e. 800%) per equity share of 71 each fully paid-up aggregating to C127.34 crores thereby making the total Dividend (Interim Dividend & Final Dividend) of 711/- per equity share of 71/- each fully paid-up (previous year 710/- per equity shares of 71/- each fully paid-up) aggregating to C175.09 crores.
Consolidated Financial Statements
The Company adopted Indian Accounting Standard (Ind-AS) from 1st April, 2016 and accordingly, the Consolidated Financial Statements have been prepared in accordance with the Accounting Standard notified under Section 133 of the Companies Act, 2013 (''the Act'') and the relevant rules issued thereunder read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (''the Listing Regulations'') and the other accounting principles generally accepted in India. The Consolidated Financial Statements form part of the Annual Report.
During the year under review, there are no material changes and commitments affecting the financial position of the Company and also no change in the nature of business of the Company.
Holding, Subsidiaries, Associate, Joint Venture Companies and their performance
During the year under review, Kajaria Tiles Private Limited, wholly-owned subsidiary, has been amalgamated with the Company pursuant to the order of the National Company Law Tribunal, Chandigarh Bench dated November 26, 2021.
A report on performance and financial position (Form AOC-1) of each of the subsidiaries as per the Act is provided as Annexure-1.
During the financial year 2021-22, the Authorised Share Capital of the Company has been increased by way of amalgamation of Kajaria Tiles Private Limited with the Company in accordance with the Scheme of Amalgamation as approved by the National the Company Law Tribunal, Chandigarh Bench. Accordingly, the Authorised Share Capital of the Company is 7154,10,00,000 (Rupees One Hundred Fifty Four Crores Ten Lacs only) divided into 77,00,00,000 (Seventy Seven Crores) Equity Shares of 71/-each (Rupee One Only) aggregating to 777,00,00,000 (Rupees Seventy Seven Crores Only) and 77,10,000 (Seventy Seven Lacs Ten Thousand) Redeemable Preference Shares of 7100/- each (Rupees One Hundred Only) aggregating to 777,10,00,000 (Rupees Seventy Seven Crores Ten Lacs Only).
During the year 2021-22, the Company''s paid up share capital has also been increased by issue of 1,23,050 equity shares of 71/- each pursuant to the Kajaria Employee Stock Option Scheme 2015. Accordingly, as on 31st March, 2022, the paid-up share capital of the Company is 15,92,04,050 equity shares of 71 each.
The Company has not issued shares with differential voting rights or sweat equity shares during the year 2021-22. As on 31st March, 2022, none of the Directors of the Company hold any instruments convertible into equity shares of the Company.
Kajaria Employee Stock Option Scheme 2015 (''ESOP Scheme 2015'') was approved by the shareholders of the Company on 7th September, 2015 for issue and allotment of options exercisable into not more than 10,62,000* equity shares of C1 each (Originally the ESOP Scheme 2015 was for 5,31,000 equity shares of C2 each) to eligible employees of the Company and its subsidiaries. The ESOP Scheme 2015 is administered by the Nomination and Remuneration Committee of the Board of Directors (''the Board'') of the Company. On 20th October 2015, the Nomination and Remuneration Committee of the Company had granted 4,58,000* equity shares of C1 each (''Stock option'') to the employees of the Company and its subsidiaries. 1,37,700 equity shares of C1 each (11,700 equity shares during the year 2020-21, 29,000 equity shares during the year 2019-20, 44,000 equity shares during the year 201819, 13,000 equity shares during the year 2017-18 and 40,000 equity shares during the year 2016-17) had been forfeited/lapsed due to resignation/death of ESOP Option holders.
During the financial year 2021-22, the stock options under the ESOP Scheme 2015 has been increased from 10,62,000 options to 15,87,000 options equivalent to 15,87,000 equity shares of C1/- each by addition of 5,25,000 options through the shareholders'' approval obtained on 24th March, 2022. Further, the Company has granted 8,37,600 options equivalent to 8,37,600 equity shares of C1/- each to the eligible employees of the Company and its subsidiaries @ C980 per options in two tranches and the same will be vested within 5 years of the grant date. Details regarding the ESOP Scheme 2015 are given at Note No. 43 to the financial statements.
During the year under review, there are no material changes in the ESOP Plan 2015 and the same is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''ESOP Regulations''). The disclosures under Regulations 14 of ESOP Regulations is uploaded on the Company''s website viz.: https://www.kajariaceramics.com/pdf/Disclosure_pursuant_to_ Reg_14_of_SEBI_SBEB_SE_Reg_2021_for_FY_2021_22_june22. pdf
*During the year 2016-17, equity shares of the Company had been sub-divided from C2 per share to C1 per share.
During the year under review, there is no transfer of fund to the Company''s General Reserve Account.
Directors'' Responsibility Statement
In terms of the provisions of the Companies Act, 2013, the Directors confirm that:
i) In the preparation of the annual accounts for the year ended on 31st March, 2022, the applicable accounting standards have been followed and no material departures have been made from the same;
ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2022 and of the profit of the Company for the period ended 31st March, 2022;
iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) The annual accounts have been prepared on a going concern basis;
v) The Company is following up the proper Internal financial controls and such internal financial controls are adequate and are operating effectively; and
vi) The Company has devised proper systems to ensure the Compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.
The Company has complied with the Corporate Governance requirements as stipulated under the Listing Regulations. A separate section on corporate governance, along with a certificate from M/s Chandrasekaran Associates, the Company Secretaries confirming the compliance, is annexed and forms part of the Annual Report.
Management Discussion and Analysis Report
Management Discussion and Analysis on matters related to the business performance as stipulated in the Listing Regulations, is given as a separate section in the Annual Report.
For all related party transactions, prior omnibus approvals of the Audit Committee and the Board of Directors, as may be required under the applicable laws, are usually obtained on yearly basis, which are of a foreseen and repetitive nature and such approval is in the interest of the Company. The transactions entered into, pursuant to the omnibus approvals so granted, were placed before the Audit Committee by way of a statement giving details of all related party transactions for its review. All related party transactions are disclosed in Note No. 40 to the financial
statements. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act in the prescribed Form AOC-2 is annexed as Annexure- 2.
The Board of the Company has, at its meeting held on 17th May, 2022, on recommendation of the Audit Committee, approved the revised the Related Party Policy of the Company, in order to ensure compliance of the provisions of the Listing Regulations and circulars, issued by the SEBI, from time to time. The Related Party Transactions Policy is uploaded on the Company''s website i.e. https://www. kajariaceramics.com/pdf/RelatedPartyTransactionPolicy.pdf
Corporate Social Responsibility Initiatives
In terms of provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 [''the CSR Rules''], the Company has formulated a Corporate Social Responsibility Policy (''CSR Policy'') indicating the activities to be undertaken by the Company. The constitution of the Corporate Social Responsibility Committee (''CSR Committee'') is disclosed in the Annual Report on CSR Activities as an Annexure - 3 of this report.
During the financial year 2021-22, the CSR Policy of the Company has been revised as per the amendments in Section 135 and other applicable provisions, if any, of the Act, read with CSR Rules, notified on 22nd January, 2021.
The Corporate Social Responsibility (''CSR'') Policy may be accessed on the Company''s website i.e. https://www.kajariaceramics.com/ pdf/CSR_Policy.pdf
Your Company strives to make a difference in the lives of people with a special focus on neighbouring and local areas of the Company''s manufacturing locations. Your Company has implemented various CSR programmes/projects which made positive impacts mainly in the areas of health, sanitation, social relief and education, etc. During the year under review, the CSR programmes/activities initiated by the Company includes taking steps for Swachh Bharat, preventive health care, constructing sanitation facilities in the schools, etc. near the manufacturing facilities, contributing to the education and social economic development of under privileged children and steps towards protections from Covid-19, etc. These CSR initiatives are implemented directly and/or through trusts/ societies/NGOs. These projects/activities are also in accordance with Schedule VII of the Act.
The Annual Report on CSR activities as prescribed under the CSR Rules is set out as Annexure-3, forming part of this Report. The Company had incurred CSR expenditure of C696.48 Lacs during the year 2021-22. The Company has further transferred C54 Lacs of the CSR budget for the financial year 2021-22, pertains to the
ongoing CSR projects/activities, which are to be incurred during the financial year 2022-23 and onwards, in accordance with the provisions of the Act read with the CSR Rules.
A Scheme of Arrangement adopted by the Board of Directors of the Company (''the Board'') during the year 2019-20, which provides for, inter-alia, the amalgamation of Kajaria Tiles Private Limited [''KTPL''] (Formerly known as Kajaria Floera Ceramics Private Limited), wholly-owned subsidiary with the Company with appointed date as 1st April, 2019 (''Scheme'') and the same was filed before the Hon''ble National Company Law Tribunal, Chandigarh Bench (''NCLT'') vide application dated 26th September, 2019 for approval under Sections 230-232 read with other applicable provisions of the Act and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. During the year 2021-22, the NCLT has sanctioned the said Scheme (vide NCLT''s order dated November 26, 2021). Accordingly, KTPL has been amalgamated with the Company, pursuant to the approved Scheme as above said.
Your Company understands the importance of various risks faced by it and has adopted a Risk Management Policy which establishes various levels of accountability within the Company. The Company has also constituted a Risk Management Committee which ensures that the Company has appropriate and effective risk management systems which carries out risk identification, assessment and ensures that risk mitigation plans are in place. The Risk Management Committee identifies, from time to time, various risks to which the Company is subject to and has accordingly, aligned the concerned departments to take the necessary mitigating steps. Risk management has been inter-linked with the annual planning exercise where each function and business carries out fresh risk identification, assessment and draws up treatment plans.
A Risk Management Policy in terms of provisions of Section 134(3)(n) of the Act read with the Listing Regulations is in place and is uploaded on the Company''s website i.e. https://www. kajariaceramics.com/pdf/Risk_Management_Policy.pdf
Internal Control Systems and their adequacy
The Company believes in a strong internal control framework, which is necessary for business efficiency, management effectiveness and safeguarding assets. The Company has a well-defined internal control system in place, which is designed to provide reasonable assurance related to operation and financial control. The Management of the Company is responsible for ensuring that Internal Financial Control has been laid down in the Company and that controls are adequate and operating adequately.
Internal Audit of the Company''s operations are carried out by the Internal Auditors and periodically covers different areas of business. The audit scope, mythology to be used, reporting framework are defined well in advance, subject to consideration of the Audit Committee of the Company. The Internal Auditors evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all the locations of the Company. Based on the report of the Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are placed before the Audit Committee of the Company. The Internal Audit also continuously evaluates the various processes being followed by the Company and suggests value addition, to strengthen such processes and make them more effective.
Internal Controls with respect to financial statements
The Company has an adequate system of internal financial control in place with reference to financial statements. 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.
Directors and Key Managerial Personnel
During the year 2021-22, the shareholders of the Company has accorded their approval(s) at the Annual General Meeting (AGM'') of the Company held on 28th September, 2021 for the reappointments) of Mr. Ashok Kajaria as the Chairman & Managing Directors of the Company and Mr. Chetan Kajaria and Rishi Kajaria as the Joint Managing Director(s) of the Company, for the further period of five (5) years w.e.f. 1st April, 2021 to 31st March, 2026.
Mr. Chetan Kajaria and Mr. Rishi Kajaria, who are liable to retire by rotation, have offered themselves for re-appointment(s) as the Director(s) at the ensuing AGM of the Company. The Board recommends for their re-appointment(s) in the ensuing AGM of the Company.
The Board of Directors (''the Board'') has recomended appointment of Dr. Lalit Kumar Panwar as an Independent Director for a period of five consecutive years to be effective from the conclusion of the ensuring AGM of the Company, to the Shareholders of the Company for their approval at the ensuring AGM of the Company.
All Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Regulations 16(1)(b) & 25(8) of the Listing Regulations and in the opinion of the Board of
the Company, all Independent Directors of the Company have integrity, expertise, experience as prescribed under the Companies (Appointment and Disqualification of Directors) Rules, 2014 read with the Companies (Accounts) Rules, 2014 (including amendment thereof).
All Directors of the Company have also given declarations that they are not debarred from holding the office of Director by virtue of any SEBI order or any other such statutory authority as required under the Circular dated 20th June, 2018 issued by BSE Limited and National Stock Exchange of India Limited.
Further, except as stated above there is no other change in the composition of Key Managerial Personnel of the Company.
The Board has, on recommendation of the Nomination and Remuneration Committee and in line with the Nomination and Remuneration Policy of the Company, carried out an annual performance evaluation of the Board as a whole, its Committees and all Directors including the Chairman.
The manner in which the annual performance evaluation has been carried out has been explained in the Corporate Governance Report.
Nomination and Remuneration Policy
On the recommendation of the Nomination and Remuneration Committee, the Board has framed a policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel and other Senior Management and their remuneration. The Nomination and Remuneration Policy includes the criteria for determining qualification, positive attributes, independence, etc. is placed on the Company''s website, i.e. https:// www.kajariaceramics.com/pdf/Nomination_Remuneration_ Policy.pdf
Details of remuneration under Section 197 of the Act and read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is stated in Annexure- 4, which forms part of this report.
M/s Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration Number 001076N/N500013), the Statutory Auditors of the Company has given their report(s) on the financial statements of the Company for the financial year ended 31st March, 2022, which forms part of the Annual Report. There is no qualification, reservation, adverse remark, comments, observations or disclaimer given by the Statutory Auditors in their report(s). There were no
frauds reported by the Statutory Auditors under the provisions of Section 143 of the Companies Act, 2013.
M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number 001076N/N500013), were appointed as the Statutory Auditors of the Company at the 31st Annual General Meeting (AGM'') of the Company held on August 10, 2017, for a period of five years effective from the conclusion of the 31st AGM of the Company upto the conclusion of the 36th AGM of the Company. Hence, the tenure of the existing Statutory Auditors of the Company would expire at the conclusion of the 36th AGM of the Company.
Thus, subject to approval of the shareholders of the Company in the ensuing AGM of the Company, the Board, on the recommendation of Audit Committee, has approved and recommended the re-appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants, as the Statutory Auditors of the Company for the second term of a further period of five years effective from the conclusion of the 36th AGM of the Company till the conclusion of the 41st AGM of the Company, on such remuneration as may be decided by the shareholders of the Company.
M/s Walker Chandiok & Co LLP, Chartered Accountants has also confirmed that their re-appointment, if made, would be in accordance with the conditions specified under the provisions of Sections 139, 141 of the Act read with the Companies (Audit and Auditors) Rules, 2014.
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Chandrasekaran Associates, Company Secretaries, Delhi were appointed as the Secretarial Auditors, to undertake the Secretarial Audit of the Company for the year ended 31st March 2022. The Report of the Secretarial Audit is annexed herewith as Annexure 5.
There are no qualifications, reservations, adverse remarks, comments, observations or disclaimer made by the Secretarial Auditors in their report. There were no frauds reported by the Secretarial Auditors under the provisions of Section 143 of the Act.
Disclosures under the Companies Act, 2013 and rules made thereunder:Annual Return
The Annual Return in Form MGT-7 is available at https://www. kajariaceramics.com/pdf/Annual_Return_Form_MGT_7_2021-22. pdf
Compliance of the Secretarial Standards
During the year under review, the Company has complied with the applicable provisions of the Secretarial Standard on meetings of the Board of Directors (''SS-1'') and the Secretarial Standard on General Meetings (''SS-2'') issued by the Institute of Company Secretaries of India.
Particulars of Loans, Guarantees and Investments
Particulars of Loans, Guarantees and Investments, covered under the provisions of Section 186 of the Act are given in the Notes Nos. 6, 7, 38 and 40 to the Financial Statements.
Conservation of energy, technology absorption and foreign exchange earnings & outgo
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Act are provided in Annexure - 6 to this report.
Meetings of Board
The Board of Directors of the Company met four (4) times during the financial year 2021-22 on 14th June, 2021, 3rd August, 2021, 22nd October, 2021 and 21st January, 2022. Details of the meetings of the Board of Directors held during the financial year 2021-22 and attendance thereof are disclosed in the Corporate Governance Report.
Audit Committee
The Composition of Audit Committee is disclosed in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.
Vigil Mechanism
The Company has established a Vigil Mechanism for the Directors and Employees of the Company by adopting the Whistle Blower Policy to report about the genuine concerns, unethical behaviour, fraud or violation of the Company''s Code of Conduct and leakage/ suspected leakage of Unpublished Price Sensitive Information with respect to the Company. The Whistle Blower Policy may be accessed on the website of the Company i.e. https://www. kajariaceramics.com/pdf/whistel_blowing_policy.pdf
Maintenance of Cost Records
The Company is not required to maintain of cost records as per sub-section (1) of Section 148 of the Act.
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal), Act, 2013
The Company has in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. This Policy may be accessed on the Company''s website i.e. https://www.kajariaceramics.com/pdf/ prevention_of_sexual_harassment_at_workplace.pdf
Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, Temporary and Trainees) are covered under this Policy. The Company has not received any sexual harassment complaints during the year 2021-22 nor any complaint is pending at the end of the year 2021-22.
Particulars of Employees
The information required pursuant to Section 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached as Annexure- 7 to this Report.
Deposits
The Company did not invite/accept any deposit within the meaning of Section 73 of the Act and the rules made thereunder.
Proceeding under Insolvency and Bankruptcy Code, 2016
No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016, during the financial year 2021-22.
Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof
The Company has not made any one-time settlement, therefore, the same is not applicable.
Significant and material orders passed by the regulators or courts or tribunals
There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.
Statements in this ''Director''s Report'' & ''Management Discussion and Analysis'' describing the Company''s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations including raw material/fuel availability and its prices, cyclical demand and pricing in the Company''s principle markets, changes in the Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.
Appreciation and Acknowledgement
The Directors take this opportunity to express their deep sense of gratitude to the Banks, Central and State Governments and their Departments and the Local Authorities for their continued guidance and support.
Your Directors would also like to record their appreciation for the support and cooperation your Company has been receiving from its suppliers, dealers, business partners and others associated with the Company.
Your Directors place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leader.
And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.
For and on behalf of Board Ashok Kajaria
Place: New Delhi Chairman & Managing Director
Date: 21st July, 2022 DIN: 00273877
Director’s Report