Your Directors present the 84th Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31.03.2021.

PERFORMANCE / OPERATIONS

DIVIDEND

The Board of Directors wishes to inform the shareholders that the Dividend at the rate of Re.0.10 (5 percent) per share is proposed to be paid as Dividend for the year ended 31st March, 2021 to those share holders whose name appears in the Register of Members on 8th September, 2021 subject to approval of share holders in the ensuing Annual General Meeting.

Impact of COVID-19 pandemic situation on the Company

COVID-19, though started as a regional disturbance has global ramifications. The spread of the Virus has severely impacted businesses world-over. Almost all business operations have been disrupted severely due to lock downs, restrictions in transportation, supply chain disturbances, travel bans, social distancing and other emergency measures. Production of various products of the Company restarted in phases from the first week of April 2020, duly following the Government guidelines. The situation is being monitored closely and suitable actions taken based on exigencies and regulatory requirement to ensure smooth functioning of the plants and offices. Specifically, the Company followed the guidelines of the Government for safe restart and also strictly adheres to the standard operating procedures prescribed for the operations, such as social distancing, temperature checking and other precautions like wearing of masks, etc

Consolidated Financial Statements

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business.

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

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

Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

Adequate internal financial controls are in place and they are working effectively and efficiently.

Details of Associate Companies: Nil

DETAILS OF WHOLLY OWNED SUBSIDIARY :

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

FIXED DEPOSITS

Unsecured Loans form Directors

The company has accepted Unsecured loans from the following Directors which is outstanding as on 31st March, 2021.

STATUTORY AUDITORS

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

Remuneration of Auditors: Rs.23.10 Lakhs

For Subsidiary Company: Sarovar Insulation Pvt Ltd Remuneration of Auditors: Rs.0.59 Lakhs

There are no qualifications or adverse remarks in the Statutory Audit Report which require any explanation from the Board of Directors.

INTERNAL AUDITORS

M/s. M.R. Ravichandran & Co, Chartered Accountants, Chennai are the Internal Auditors of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has well defined and adequate internal controls and procedures, commensurate with its size and the nature of its operations. This is further strengthened by the Internal Audit done concurrently.

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

Information Under Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and forming part of Directors Report for the year ended 31st March 2021.

RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND CONSERVATION OF ENERGY

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

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

EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return is not annexed to this report and is available in our website www.beardsell.co.in as per notification effective from 31st July, 2018.

COST AUDITOR

Mr M. Krishnaswamy, Practicing Cost Accountant, Chennai (FCMA No.5944) appointed as Cost Auditor for the financial year 2021-22 with the consent of the Central Government for the Audit of Cost Accounts maintained by the Company.

BOARD OF DIRECTORS AND RELATED DISCLOSURES As on the date of the Report the Board comprises of 6 Directors ( including one women director ) of whom Two are independent director. All the Independent Directors have furnished necessary declaration under Section 149 (7) of the Act and under Regulation 25(8) of the Regulations. As per the said declarations, they meet the criteria of independence as provided in Section 149 (6) of the Act and the Regulations. All of them have confirmed that they have registered themselves with the Indian Institute of Corporate Affairs under Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended.

The Independent Director registration details are as below:

The Board met eight times during the year under review and the relevant details are furnished in the Corporate Governance Report ( CGR)

The following changes took place during the year and the changes in the Key Managerial Persons and in the Composition of the Board Since the Last Annual General Meeting.

APPOINTMENT

Mr. V J Singh (DIN: 03129164) retires by rotation and being eligible, has offered herself for re-appointment.

RESIGNATION

Ms.T.Anantha Jothi resigned as Company Secretary on 30.04.2021. The Board placed on record the services rendered by her during her tenure as Company Secretary.

APPOINTMENT

Mr. Krishnamurthy Murali, (M No. ACS. 20089) was appointed as the whole time Company Secretary and Compliance Officer of the company with effect from 01.05.2021, as per the provisions of section 203 of Companies Act 2013 and Rule 8 and Rule 8A of Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014, Details are available on the website of the Company at https://www.beardsell.co.in.

In terms of the provisions of Sections 2(51) and 203 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,Mr. Amrith Anumolu, Executive Director, Mr. V V Sridharan, Chief Financial Officer (CFO), and Mr. Krishnamurthy Murali, Company Secretary (CS), are the Key Managerial Personnel of the Company.

REMUNERATION POLICY OF THE COMPANY

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

DECLARATION BY INDEPENDENT DIRECTORS:

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

FORMAL ANNUAL EVALUATION

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

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

The Board of Directors individually and as a whole has been formally evaluated by the Independent Directors at their meeting held on 6thMarch 2021.

AUDIT COMMITTEE

As on the date of the Report The Audit Committee of the Board consists 2 “Independent Directors” and One “Non Independent Director” as members having adequate financial and accounting knowledge. The details are furnished under the Corporate Governance Report (CGR) annexed to this Report. All the recommendations of the Committee were accepted by the Board.

During the financial year 2020-21 Four Audit Committee

Meetings were held on 29/06/2020, 19/08/2020, 12/11/2020 and 12/02/2021

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Sexual Harassment Policy in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress the complaints received in connection with the sexual harassment in any form.

All employees (permanent, contractual, temporary, trainees) are covered under this policy.

CORPORATE SOCIAL RESPONSIBILITY REPORTING (CSR)

CSR Reporting forms part of this Report. During the financial year 2020-21, one Committee meeting was held on 6th March 2021.The details are furnished under the Corporate Governance Report (CGR) annexed to this Report

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

SECRETARIAL AUDITOR AND REPORT

A Secretarial Audit Report Form No.MR.3 for Financial year 2020 - 21, is annexed herewith, as Annexure to this Board's Report given by Mr. Rabindra Kumar Samal, Practicing Company Secretaries, Chennai.

Mr. Rabindra Kumar Samal Practicing Company Secretary (FCS7649 and COP-18278), was appointed for three years from 2020-21 to 2022-23.

A Certificate from our practicing Company Secretary that none of the Directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate affairs or any such statutory authority is annexed to this Board's Report.

There are no qualifications or adverse remarks in the Secretarial Audit Report which require any explanation from the Board of Directors

PRACTICING COMPANY SECRETARIES CERTIFICATE ON CORPORATE GOVERNANCE

Mr. Rabindra Kumar Samal, Practicing Company Secretary, Chennai, has given a certificate regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed to this report

RISK MANAGEMENT POLICY

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

EMPLOYEE RELATIONS

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

Directors' Responsibility Statement

Pursuant to the requirement of sub-sections 3 (c) and 5 of Section 134 of the Act it is hereby confirmed that

(a) in the preparation of the annual accounts for the financial year ended 31st March 2021, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(b) the Directors had 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.

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the Directors had prepared the accounts for the financial year ended 31st March 2021 on a “going concern” basis. (e) 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 and (f) 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

CORPORATE GOVERNANCE

Your Directors report that your Company has been fully compliant with the SEBI LODR Regulations on Corporate Governance. A detailed report on this forms part of Annexure.

ACKNOWLEDGMENT

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