Your Directors are pleased to present the 40th Annual Report on the operational and business performance of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2022.

Financial Performance

The summarized financial performances for the Financial Year ended March 31, 2022 are as under: (Rs. In lakhs)

*Dividend paid during the respective years

Performance review and the state of Company?s affairs:

The Company?s consolidated total income for the year 2021-22 was Rs. 1425.68 crores, up by 23% over the previous year. Profit before tax (PBT) was Rs. 160.59 crores representing a growth of 8% over the previous year.

The Company?s standalone total income for the year 2021-22 was Rs. 1425.67 crores, up by 23% over the previous year. Profit before tax (PBT) was Rs. 160.77 crores representing a growth of 8% over the previous year.

The company has posted another good year of performance by achieving highest turnover and profits with all segments contributing significantly. The demand for the Company?s products is stable in spite of Covid related lockdowns in the first quarter and challenges being faced in the supply chain and increase in resources cost etc.

The Company?s other key performance indicators are as under:

• Cash Profit increased by 3% to Rs. 156 crores from Rs. 151 crores in previous year

• The capital expenditure for FY 2021-22 was incurred of Rs. 145 crores, major part of Rs. 81 Crores is in respect of V Next Boards & Panels projects at Udumlpet near Coimbatore and Rs. 49 Cores is towards setting up of additional line at Asbestos unit at Raebareli near Lucknow and other capital expenditure There is no change in the nature of the business of the Company during the year under review.

DIVIDEND

Your Directors declared an interim dividend of Rs. 7/- (i.e. 70%) per share of Rs. 10/- each fully paid up during the financial year under review. Your Directors are pleased to recommend a Final Dividend of Rs. 8/- (i.e. 80%) per share of Rs. 10/- each for the Financial Year 2021-22. With the above, the total dividend payout would be Rs.15/- (i.e. 150%) per share of Rs. 10/- which is on par with the previous year?s Dividend of Rs. 15/- per share (i.e.150%). The dividend, if approved at the 40th annual general meeting (AGM), will be paid to all eligible members.

TRANSFER TO RESERVES

The company has not proposed to transfer any amount to the general reserve.

SHARE CAPITAL

The paid-up share capital of your company increased by Rs.80.00 lacs to Rs. 1728.10 lacs during the year under review consequent to allotment of Eight Lakh Equity Shares of Rs. 10/- each fully paid up issued to promoters and promoter group upon conversion of 8,00,000 convertible warrants.

Subsidiary companies:

The Company has two subsidiaries as on March 31, 2022 i.e. VNEXT Solutions Private Limited and Atum Life Private Limited, Vnext Solutions Pvt Ltd is setup to capitalise on the expertise gained in the various applications of its products. Viz., EPC contracts, Turnkey solutions, construction of Infil houses with Atum Solar panels, V-Boards, V-Panels and Infil material.

Atum Life Private Limited is formed to deal with the sustainable and eco-friendly products. The Company is proposed to open studios to deal with various range of sustainable products including holding company?s sustainable products. The Company has put up Atum charging stations which provides clean energy to consumers. ATUM Charge is India?s First Green EV charging stations and it is powered by our own ATUM Solar roofing. The Company aims for Zero emissions, net zero facilities and sustainable network.

The Statement containing salient features of the financial statement of Subsidiaries / associate companies / joint ventures (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) in form AOC-1 is annexed as Annexure-1.

In terms of Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the company and all its subsidiaries prepared in accordance with Ind AS 110 and 111 as specified in the Companies (Indian Accounting Standards) Rules, 2015, forming part of the annual report. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements and related information of the company and its subsidiaries, wherever applicable, are available on the company?s website: www.visaka.co. These are also available for inspection during regular business hours at our corporate office in Hyderabad, India.

Management discussion and analysis

Global economic review

The global economy grew an estimated 5.9% in 2021 compared to a de-growth of 3.3% in 2020. This improvement was largely due to increased vaccination rollout the world over and a revival in economic activity based on catch-up consumption.

The global economic recovery is attributed to accelerated vaccine rollout across 4.4 billion people, around 56% of the global population (single dose). The spot price of Brent crude oil increased 53.34% from USD 50.37 per barrel at the beginning of 2021 to USD 77.24 per barrel at the end of the calendar year, strengthening the performance of oil exporting countries and moderating growth in importing nations. Global FDI reported an increase from $929 billion in 2020 to an estimated $1.65 trillion in 2021.

The global economy was affected by prohibitive shipping freight rates, a shortage of shipping containers and semiconductor chips in 2021, affecting global economic recovery. Inflation was at its highest since 2011, especially in the advanced economies, catalysed by a run up in commodity prices. Some emerging and developing economies were positioned to withdraw policy support to contain inflation even as the economic recovery was still incomplete.

The prominent feature of the global economic activity during the year under review was a sharp revival in commodity prices to record levels following the drop at the time of pandemic outbreak. The commodities that reported a sharp increase in prices comprised steel, coal, oil, copper, food grains, fertilisers and gold.

The global economy is projected to grow at a modest 2.6% in 2022 following the Russia-Ukraine crisis. A higher interest rate environment could affect emerging markets and developing economies with large foreign currency borrowings and external financing needs in 2022.

(Source: IMF, World Bank, UNCTAD) Performance of major economies

United States: The country reported GDP growth of 5.7% in 2021 compared to a de-growth of 3.4% in 2020, following the government?s investment of trillions of dollars in COVID relief. China: The country?s GDP grew 8.1% in 2021 compared to 2.3% in 2020 despite it being the novel coronavirus epicentre.

United Kingdom: The country?s GDP grew 7.5% in 2021 compared to a 9.9% de-growth in 2020.

Japan: The country reported growth of 1.7% in 2021 following a contraction in the previous year.

Germany: The country reported a GDP growth of 2.9% in 2021 compared to a decline of 4.9% in 2020.

(Source: World Bank, IMF, Business Standard, Times of India)

Indian economic review

The Indian economy reported an attractive recovery in 2021-22, its GDP rebounding from a de-growth of 7.3 per cent in 2020-21 to a growth of 8.6 (E) per cent in 2021-22. By the close of 2021-22, India was among the six largest global economies, its economic growth rate was the fastest among major economies (save China), its market size at around 1.40 billion the second most populous in the world and its rural under-consumed population arguably the largest in the world.

Y-o-Y growth of the Indian economy

Growth of the Indian economy, 2021-22

The Indian economy was affected by the second wave of the pandemic that affected economic growth towards the fag end of the previous financial year and across the first quarter of the financial year under review. The result is that after a growth of 1.6 per cent in the last quarter of 2020-21, the Indian economy grew 20.1 per cent in the first quarter of FY 2021-22 due to the relatively small economic base during the corresponding period of the previous year.

India?s monsoon was abundant in 2021 as the country received 99.32% of a normal monsoon, lower though than in the previous year. The estimated production of rice and pulses recorded volumes of 127.93 million tonnes and 26.96 million tonnes respectively. The total oilseeds production of the country recorded a volume of 371.47 million tonnes. Moreover, based on the spatial and temporal distribution of the 2021 monsoon rainfall, the agricultural gross value added (GVA) growth in FY22 is anticipated to be 3-3.5%. The country?s manufacturing sector grew an estimated 12.5 per cent, the agriculture sector 3.9 per cent, mining and quarrying by 14.3%, construction by 10.7% and electricity, gas and water supply by 8.5% in FY 2021-22.

There were positive features of the Indian economy during the year under review.

India attracted highest annual FDI inflow of USD 83.57 billion in FY 2021-22, a validation of global investing confidence in India?s growth story. The government approved 100% FDI for insurance intermediaries and increased FDI limit in the insurance sector from 49% to 74% in Union Budget 2021-22.

India surpassed the Rs 88,000 crore target set for asset monetisation in 2021-22, raising over Rs 97,000 crore with roads, power, coal, mining and minerals accounting for a large chunk of the transactions.

The Indian government launched a four-year Rs. 6 lakh crore asset monetisation plan (roads and highways, pipelines, power transmission lines, telecom towers, railways station redevelopment, private trains, tracks, goods sheds, dedicated freight corridor, railways stadiums, airports, projects in major ports, coal mining projects, mineral mining blocks, national stadia, redevelopment of colonies and hospitality assets).

In 2021, India was the largest recipient of global remittances. The country received USD 87 billion during 2021, with the US being the largest source (20%). India?s foreign exchange reserves stood at an all-time high of USD 642.45 billion as on September 3, 2021, crossing USD 600 billion in FOREX reserves for the first time. India?s currency weakened 3.59% from Rs. 73.28 to Rs. 75.91 to a US dollar through FY 22. The consumer price index (CPI) of India stood at an estimated 5.3% in FY 2021-22. India reported improving Goods and Services Tax (GST) collections month-on-month in the second half of 2021-22 following the relaxation of the lockdown, validating the consumption-driven improvement in the economy. The country recorded its all-time highest GST collections in March 2022 standing at Rs. 1.42 lakh crore, which is 15% higher than the corresponding period in 2021.

India ranked 62 in the 2020 World Bank?s Ease of Doing Business ranking. The country received positive FPIs worth Rs. 51,000 crore in 2021 as the country ranked fifth among the world?s top leading stock markets with a market capitalisation of $3.21 trillion in March 2022.

The fiscal deficit was estimated at Rs. 15.91 trillion for the year ending March 31, 2022 on account of a higher government expenditure during the year under review.

India?s per capita income was estimated to have increased 16.28% from Rs. 1.29 lakh in 2020-21 to Rs.1.50 lakh in 2021-22 following a relaxation in lockdowns and increased vaccine rollout.

India?s tax collections increased to a record Rs 27.07 lakh crore in FY 2021-22 compared with a budget estimate of Rs 22.17 lakh crore. While direct taxes increased 49 per cent, indirect tax collections increased 30 per cent. The tax-to-GDP ratio jumped from 10.3 per cent in FY21 to 11.7 per cent in FY22, the highest since 1999.

Retail inflation in March at 6.95 per cent was above the RBI?s tolerance level of 6 per cent but fuel prices played no part in this surge. Retail inflation spiked to a 17-month high in March 2022, above the upper limit of the RBI?s tolerance band for the third straight month.

(Source: Economic Times, IMF, World Bank, EIU, Business Standard, McKinsey, SANDRP, Times of India, Livemint, InvestIndia.org, Indian Express, NDTV, Asian Development Bank)

Indian economic reforms and Budget 2022-23 provisions

The Budget 2022-23 seeks to lay the foundation of the Indian economy over the ‘Amrit Kaal? period of the next 25 years leading to 100 years of independence in 2047. The government is emphasizing the role of PM GatiShakti, Inclusive Development, Productivity Enhancement & Investment, Sunrise Opportunities, Energy Transition and Climate Action, as well as Financing of Investments.

The capital expenditure target of the Indian government expanded by 35.4% from Rs.5.54 lakh crore to Rs. 7.50 lakh crore. The effective capital expenditure for FY23 is seen at Rs. 10.7 lakh crore. An outlay of Rs. 5.25 lakh crore was made to the Ministry of Defence, which is 13.31% of the total budget outlay. A boost was provided to India?s electric vehicle policy ‘Scheme for Faster Adoption and Manufacturing of (Hybrid and) Electric Vehicle in India?. An announcement of nearly Rs. 20,000 crore was made for the PM Gati Shakti National Master Plan to catalyse the infrastructure sector. An expansion of 25,000 km was initiated for 2022-23 for the national highways network. To boost the agricultural sector, an allocation of Rs. 2.37 lakh crore was made towards the procurement of wheat and paddy under MSP operations. An outlay of Rs. 1.97 lakh crore was announced for the Production Linked Incentive (PLI) schemes across 13 sectors.

Outlook

India?s medium-term optimism is derived from the fact that three down cycles – long-term, medium-term and short-term – could well be reversing at the same time. The long-term downtrend, as a result of nonperforming assets, scams and overcapacity could be over; the medium-term downtrend that was caused by the ILFS crisis, select banks collapse and weakening NBFCs could well be over; the short-term downtrend on account of the pandemic has weakened following the acceleration of the vaccine rollout. There is a possibility of each of these downtrends having played out, which could well lead to a multi-year revival in capital investments. Some USD 500 billion worth of investments are expected to be made in the wind and solar infrastructure, energy storage and grid expansion.

The Indian economy is projected to grow by 8% in FY23 (World Bank estimate), buoyed by tailwinds of consistent agricultural performance, flattening of the COVID-19 infection curve, increase in government spending, favourable reforms and an efficient roll-out of the vaccine leading to a revival in economic activity. Across the next three years, capital expenditure in core sectors - cement, metal, oil refining and power - should be about Rs. 5 trillion. Besides, the government?s production linked incentives (PLI)–led capex should generate an incremental Rs 1.4 trillion in sectors like consumer durables, pharmaceuticals and automobiles.

Indian construction and building materials industry

India?s construction industry addresses growth coming out of its real estate and urban development. The construction industry witnessed a rebound to grow 15.8% to US$541.54 billion in 2021, driven by the global response to broadbase supply lines away from China, government housing schemes, large captive market and pent-up demand following COVID-19. India is expected to emerge as the third largest construction market by 2025, with output expected to increase an average 7.1% a year in line with the national goal to modernize infrastructure and create ‘smart? urban development. This industry has an extensive coverage with contributions of around 55% to the steel, 15% to the paint and 30% to the glass industries.

The government permitted 100% FDI under the automatic route in completed projects for operations and the management of townships, malls/ shopping complexes and business construction, which helped the real estate sector attract US$23.9 billion during 2017-21. The Indian construction industry is expected to report average annual growth of 11.6% between 2022 and 2025 on account of investments of US$1.5 trillion in National Infrastructure Pipeline during FY2020-2025. A vast transformation is expected in markets and industries, marked by digitisation.

The Indian construction industry is expected to return to recovery in 2022. Even as commercial construction could remain subdued, private developers are optimistic of prospects. The National Infrastructure Plan is expected to drive infrastructure construction. (Sources: indiaglobalbusiness.com, IBEF, Businesswire)

Rural India proxy

The business of your company is catalysed by the prospects of rural India, from where it derives [60] per cent of its revenues through the sale of asbestos roofing sheets. This is a large market, marked by around 65 per cent of the country?s population, growing rural incomes, increased aspirations and the need to live better. India?s rural India population accounted for 44% of the global rural population, indicating the size of the addressable market (Source: World Bank).

RuralIndiaaccountsforaround55percentofIndia?smanufacturing GDP; rural areas were host to nearly 75 per cent of new factories built in the last decade, and rural factories account for 70 per cent of all new manufacturing jobs. Nielsen estimates that the FMCG market in rural India could generate US$ 100 billion in revenues by 2025, catalysed by online portals and smartphone ownership. The health of the country?s rural sector has been catalysed by abundant monsoons and harvests as well as attractive minimum supplier prices, strengthening farm incomes. In turn, enhanced incomes have generated home renovation or building, catalysing the demand for asbestos roofing sheets. (Source: ibef.com)

Sectorial drivers

Increasing population and urbanization: India?s population is expected to rise from 1.40 billion in 2022 to 1.52 billion in 2036, 70% in urban India.

Demographic dividend: India?s median age of population is 28, lower than the global average of 30, which is expected to sustain the national economic growth (including the construction sector).

Growing real estate sector: The real estate sector is expected to grow from US$541.54 billion in 2021 to US$842.54 billion in 2025, driving building materials demand.

Smart Cities Mission and AMRUT: Under the Union Budget FY 2022-23, Rs.14,100 crore was outlined for Smart Cities Mission and AMRUT, catalysing urban growth (marginally higher than Rs. 13,750 crore allocated under Union Budget 2021-22).

Pradhan Mantri Awas Yojana - Gramin (PMAY-G): India seeks to establish 30 million houses in rural areas by 2022, strengthening construction growth.

Budgetary allocation: According to Union Budget 2022-23, the Ministry of Rural Development was allocated Rs 1,35,944 crore. Besides, for MNREGS, the rural employment guarantee scheme, the budgetary allocation remained unchanged at Rs 73,000 crore despite a revised estimated for FY22 of nearly Rs 98,000 crore. (Source: The wire, Money Control)

Indian _bre cement products sector overview

Fibre cement products in India are a prevalent roofing material. These materials are developed with high quality cement and imported fibre. Fibre cement roofing sheets are complex building and construction materials, especially utilized in roofing and facade applications owing to their strength and durability. However, fibre cement roofing sheets demand is majorly driven by strict regulations against the use of asbestos in construction due to the health risks involved in its use. The Indian fibre cement market was 33,346.93 kilotons by volume in 2021.

The Indian fibre cement roofing sheets market was anticipated to grow to US$ 963.86 million by FY 2027, growing at a CAGR of more than 5%. The growth is likely to be driven by economic development, infrastructure investments and suitability of fibre cement roofing products over alternatives. In terms of raw materials, the Indian fiber cement roofing sheets market is classified into portland cement, chrysotile asbestos fibre and others. The roofing category is expected to sustain popularity on account of established longevity and utility.

The fibre cement board comprises cement, silica and cellulose fibre. This green product enjoys traction in India (produced and marketed by Visaka under the brand of VNext products), utilized in internal and external applications (except roof ). The product is a replacement for brick work applications, plywood applications, MDF applications and gypsum board applications. (Source: Techsciresearch, Yahoo)

Indian solar rooftop market overview

India is a prominent solar power generating nation, its solar capacity having grown dramatically in the past few years. The National Solar Mission intends to enhance India?s renewable energy capacity to 225GW by 2022 and 500GW by 2030. The Indian rooftop solar market is estimated to grow 25% compounded for five years.

India installed 1,700 MW solar capacity in 2021; the residential segment accounted for 35%, followed by the commercial segment (33%), industrial segment ((26%) and government segment (6%). A significant growth in rooftop installations is expected in FY22-23.

The share of the industrial segment increased from 23% in 2015 to nearly 70% in 2019. Maharashtra, Rajasthan, Tamil Nadu, Karnataka, and Gujarat are key rooftop solar power states, accounting for nearly 46% of the national rooftop solar capacity. The rooftop solar market recorded its best year on account of a pent-up demand spillover from 2020. (Source: solarquarter.com, Economic Times, Business Standard)

Indian textiles industry review

Textile industries employ more than 18 million people directly and more than 20 million people indirectly, contributing 2% to India?s GDP and 7% to industrial production as of 2021. India is among the top five global exporters in various categories like natural fibre, MMF spun yarn, filament yarn, woven fabric and home textiles.

The Indian textile sector registered a growth of 41% in the first three quarters of FY 2021-22 compared to the corresponding quarters of financial year 2020-21. The government aims to enhance India?s textiles export from $29.6 billion in 2020 to $100 billion by 2026. The Indian textiles market is expected to grow to more than US$ 209 billion by 2029. Man-made fibres (MMF) are poised to grow as a result of significant investments in world-class production plants, ongoing innovation, new product mix and the need for countries to seek an alternative to China in their restructured supply chain. Indian government?s textile vision is to reach revenues of US$ 350 billion by 2024-25, warranting capacity trebling to 12 billion kg in five years. In December 2021, the government approved a production-linked incentive (PLI) scheme for textiles. The scheme is expected to promote production of man-made fabric (MMF) apparel, MMF fabrics and products of technical textiles with an aim to increase the global presence of India in these products. The government announced extension of the Rebate of State and Central Taxes and Levies (RoSCTL) scheme for apparel and made-ups for three years.

The Government aims to encourage private investments through investments under Integrated Textile Parks Scheme and the Technology Upgradation Fund. The Indian textile industry is the second largest employer in the country after the agricultural sector, in terms of employment creation, offering direct and indirect employment to around 100 million people.

Under the Union Budget 2022-23, the total allocation for the textile sector was Rs. 12,382 crore (US$ 1.62 billion). Out of this, Rs.133.83 crore (US$ 17.5 million) is for Textile Cluster Development Scheme, Rs. 100 crore (US$ 13.07 million) for National Technical Textiles Mission, and Rs. 15 crore (US$ 1.96 million) each for PM Mega Integrated Textile Region and Apparel parks scheme and the Production Linked Incentive Scheme. (Source: IBEF, IMARC, Statista, India textile journal.com)

Big numbers

2%

Share of India?s GDP, 2021 12%

Share of textile exports in country?s overall exports, 2021

Growth drivers

Millennial demand: Millennials comprise 34% of India?s population and 23% of the nation?s working population; this millennial demand drives textile sector growth.

Affluent middle class: Aspiring households that earn Rs 5 to Rs 20 Lakhs catalyse consumption. Affluent households have more than doubled from 10 million to 24 million since 2008. Aspirers have increased from 31 million households to 57 million during the same period. Elites earning beyond Rs 20 Lakhs jumped from 3 to 9 million since 2008.

Growing aspirations: India comprises an aspiring population, marked by lifestyle enhancement, strengthening the offtake of apparel.

Western wear demand: Owing to casual dress code in offices and urbanisation, the demand for western wear could increase, strengthening prospects of the textile sector.

Growing online brands: India?s e-commerce market is estimated to reach USD 350 billion in 2030, catalysed by rising internet penetration, online shopping and smartphone use (Sources: Economic Times, Mint, Wazir Advisors, Mint, IBEF)

Analysis of the profit and loss statement

Revenues: Revenue from operations reported 23% growth from Rs 1,146 crore in FY2020-21 to Rs 1416 crore in 2021-22. Other income of the Company reported a 15% growth and accounted for 0.7% share of the Company?s revenues reflecting the Company?s dependence on its core business operations.

Expenses: Total expenses of the Company increased 26% from Rs 1005 crore in FY2020-21 to Rs 1265 crore in 2021-22 due to higher production. Employee expenses accounting for 9.34% of the Company?s revenues and increased by 10% from Rs 120 crore in FY2020- 21 to Rs 132 crore in FY 2021-22.

Analysis of the Balance Sheet Sources of funds

• The capital employed by the Company increased by 20% from Rs 798 crore as on 31st March, 2021 to Rs 958 crore as on 31st March, 2022.

• The net worth of the Company increased from Rs 627 crore as on 31st March, 2021 to Rs 732 crore as on 31st March, 2022 owing to increase in reserves and surpluses. The Company?s equity share capital increased from 1.648 crore equity shares to 1.728 crore equity shares of Rs 10 each, during the year under review.

• Long-term debt of the Company decreased to Rs 49 crore as on 31st March, 2022. The long-term debt-equity ratio of the Company stood at 0.07 in 2021-22 compared to 0.12 in FY2020-21.

• Finance costs of the Company decreased from Rs 12.81 crore in FY2020-21 to Rs 11.56 crore in 2021-22 following the repayment of liabilities and negotiation of better terms with bankers. The Company?s interest cover stood at a comfortable 18.2 in 2021-22 15.8 in FY2020-21.

Applications of funds

• Fixed assets (gross) of the Company increased by 18% from Rs 577 crore as on 31st March, 2021 to Rs. 679 crore as on 31st March, 2022 due to expansion.

Other non-current assets

• Other non-current assets of the Company enhanced from Rs 43.09 crore as on 31st March, 2021 to Rs 47.85 crore as on 31st March, 2022 Working capital management

• Current assets of the Company increased from Rs 503 crore as on 31st March, 2021 to Rs 548 crore as on 31st March, 2022. The current and quick ratios of the Company stood at 1.75 and 0.62, respectively in 2021-22 compared to 2.17 and 0.96, respectively in FY2020-21.

• Inventories including raw materials, work-in-progress and finished goods among others increased by 18% from Rs 249 crore as on 31st March, 2021 to Rs 293crore as on 31st March, 2022. The inventory cycle days decreased from 88 days of turnover equivalent in FY2020-21 to 71 days of turnover equivalent in 2021-22.

• Trade receivables increased by 26% from Rs 111 crore as on 31st March 2021 to Rs 140 crore as on 31st March, 2022. More than 96% of the receivables are considered good. The Company debtor turnover cycle is 31 days due to higher turnover during 2021-22 compared to 39 days in FY2020-21.

• Cash and bank balances of the Company decreased from Rs 117 crore as on 31st March, 2021 to 27 crore as on 31st March, 2022.

• Loans and advances made by the Company increased by 113% from Rs 48 crore as on 31st March, 2021 to Rs 102 crore as on 31st March, 2022 on account of increased advances payable to suppliers and others.

Margins

The EBIDTA margin of the Company decreased by 268 basis points from 17.67 % in FY2020-21 to 14.99 % in 2021-22, while the net profit margin of the Company decreased by 121basis points.

Key ratios

Internal financial control systems and their adequacy

The Company?s internal audit system has been continuously monitored and updated to ensure that assets are safeguarded, established regulations are complied with and pending issues are addressed promptly. The audit committee reviews reports presented by the internal auditors on a routine basis. The committee makes note of the audit observations and takes corrective actions wherever necessary. It maintains constant dialogue with statutory and internal auditors to ensure that internal control systems are operating effectively. Based on its evaluation (as provided under Section177 of the Companies Act, 2013 and Clause 18 of SEBI Listing Regulations), the Audit Committee has concluded that as of 31st March, 2022, the Internal Financial Controls were adequate and operating effectively. M/s. Price Waterhouse & Co. Chartered Accountants LLP, the Statutory Auditors of the Company audited the financial statements included in this Annual Report and issued a report on the internal controls over financial reporting (as defined in Section 143 of the Companies Act, 2013).

Human resources

The Company believes that its dedicated and motivated employees are its greatest asset. The Company till now has offered competitive compensations, healthy work environment and the employee performances are recognized through a planned reward and recognition programme. The Company intends to develop a workplace where every employee can recognize and attain his or her true power. The Company motivates individuals to undertake voluntary projects apart from their scope of work that help them to learn and nurture creative thinking. The

Company?s permanent employee strength stood at 1971 as at 31st March, 2022

Cautionary statement

The statement made in this section describes the Company?s objectives, projections, expectation and estimations which may be ‘forward looking statements? within the meaning of applicable securities laws and regulations. Forward–looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realised by the Company. Actual result could differ materially from those expressed in the statement or implied due to the influence of external factors which are beyond the control of the Company. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent development, information or events.

Fixed Deposits

During the year under review, your Company has accepted Rs.0.74 crores as public deposits and repaid Rs.0.72 crores upon maturity making the outstanding as on March 31, 2022 to Rs.13.28 crores. In this regard, it is further stated that: a) There were no deposits lying unpaid or unclaimed at the end of the year i.e. 31.03.2022 b) There has been no default in repayment of deposits or payment of interest thereon during the year c) There are no deposits lying with the Company which are not in compliance with the requirements of Chapter V of the Companies Act 2013 (Act) and d) As provided under the Act, the outstanding deposits accepted under the provisions of previous Act have been repaid and squared off, fully.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules?), all unpaid or unclaimed dividend are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the said Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. In compliance with the aforesaid provisions the Company has transferred the unclaimed and unpaid dividends and corresponding shares to IEPF.

Unclaimed Dividend and Shares

Your company, during the year under review, in compliance with provisions of Section 125 of the Companies Act 2013, read with relevant applicable rules and circulars issued thereunder from time to time by the Ministry of Corporate Affairs, New Delhi, transferred 8345 Equity Shares during the year to the IEPF

Authority in respect of which no claim of dividend has been made for seven consecutive years Further, in terms of the aforesaid provisions, upon expiry of 7 consecutive years? period, unclaimed dividend amount pertaining to the Year 2014-15 together with shares, if any, will be transferred to the said fund on or before August 31st 2022

Banks and financial institutions

Your Company is prompt in making the payment of interest and repayment of loans to the financial institutions / banks apart from payment of interest on working capital to the banks. Banks and Financial Institutions continue their unstinted support in all aspects and the Board records its appreciation for the same.

Corporate social responsibility

Your Company, as a responsible Corporate Citizen has spent an amount of Rs.230.07 lakhs towards CSR activities as against minimum amount to be spent i.e. Rs.205.97 Lakhs for the Financial year 2021-22 towards objectives of which entail it to undertake the CSR activities as contemplated under Schedule VII of the Companies Act, 2013 and CSR policy adopted by the Company. A report on CSR activities as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 is enclosed as Annexure–2.

CSR policy of the Company may be accessed on the Company?s website at the link: www.visaka.co.

Directors and key managerial personnel

As on 31st March 2022, Smt. G. Saroja Vivekanand, Managing Director, Shri G.Vamsi Krishna, Joint Managing Director, Shri J P Rao, Whole-time Director, Shri S. Shafiulla , CFO and Shri Ramakanth Kunapuli, AVP & Company Secretary are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Details of appointment and resignation of KMP. During the year under review, the changes in KMP?s are given below: a. Shri I. Srinivas VP & Company Secretary was ceased as Company Secretary w.e.f 5th May 2021 due to his sudden demise. b. Shri M Muralidhar was appointed as Company Secretary w.e.f 1st November, 2021 and resigned for the position of Company Secretary w.e.f 22nd January, 2022 c. Shri Ramakanth Kunapuli was appointed as AVP & Company Secretary w.e.f 22nd January, 2022.

The Board of Directors in its meeting held on 30th April, 2022, on the recommendations of Nomination and Remuneration Committee, re-appointed Shri Gaddam Vamsi Krishna (DIN: 03544943) as Joint Managing Director of the Company for a period of Five years effective from May 06, 2022. The said appointment is subject to approval of the members at the ensuing annual general meeting.

Shri G Vamsi Krishna is holding 1,21,730 shares of the Company. He does not hold any directorships in any other public limited companies.

Shri J.P. Rao, Whole-time director (DIN-03575950) is liable to retire by rotation at the ensuing annual general meeting and being eligible, offers himself for reappointment. Shri J P Rao is not holding any shares of the Company. He does not hold any directorships in any other public limited companies.

Directors? Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company state that: a) In the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures and the annual accounts have been prepared in compliance with the provisions of the Companies Act, 2013. b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent 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 said period. c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company by preventing and detecting fraud and other irregularities. d) They have prepared the annual accounts on a going concern basis. e) They have laid down internal financial controls in the Company that are adequate and are operating effectively and f ) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

Corporate Governance

Pursuant to the provisions of Chapter IV read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholders. A certificate from the statutory auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under the said Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also forms part of this Annual Report.

Statutory Auditors and auditors? report

M/s. Price Waterhouse & Co., Chartered Accountants LLP (FRN 304026E/E300009), Hyderabad statutory auditors who were appointed as statutory auditors of the Company to hold the office from the conclusion of the 35th annual general meeting till the conclusion of 40th annual general meeting to be held in the year 2022 audited the books of the Company for the financial year 2021-22 and submitted their report. The report of the Statutory Auditors on the financial statements for the financial year 2021-22 does not contain any modifications or adverse remarks.

The Board of Directors of the Company on the recommendation of the Audit Committee re-appointed M/s. Price Waterhouse & Co., Chartered Accountants LLP (FRN 304026E/E300009), Hyderabad as statutory auditors of the Company for a further period of Five year from the conclusion of this 40th Annual General Meeting till the conclusion of the 45th Annual General Meeting to be held in the year 2027 on such remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company. The said appointment is subject to approval of the members of the Company in their ensuing Annual General Meeting.

Cost audit:

In terms of the Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records pertaining to building products division and textile products division and stipulated cost records pertaining to the said Divisions are to be audited.

M/s. Sagar & Associates, Cost Accountants, Hyderabad, were appointed as Cost Accountants of the Company for conducting the cost audit for the financial year 2021-22 at a remuneration of Rs.1,65,000/- (exclusive of out-of-pocket expenses and applicable taxes) and the same was ratified by members of the company at the 39th annual general meeting of the Company.

The Board after considering the recommendations of its Audit Committee, appointed the aforesaid firm as cost auditors for the financial year 2022-23 and appropriate resolution in this connection has been included in the notice calling the ensuing annual general meeting of the Company for ratification of their remuneration by FY 22-23. Cost audit report for the financial year ended March 31, 2021 was filed with the Central Government on August 21, 2021.

Secretarial audit:

Your Board has appointed Mr. K. V. Soorianarayanan, Practicing Company Secretary, Secunderabad, as Secretarial Auditor of the Company for the financial year 2021-22 and secretarial audit report for the financial year ended March 31, 2022 in FORM MR-3 is enclosed as Annexure-3.

The report of the Secretarial Auditors for the financial year 2021-22 does not contain any modifications or adverse remarks.

Criteria for identification, appointment, remuneration and evaluation of performance of Directors

Your Company constituted Nomination and Remuneration Committee (hereinafter referred to as "the Committee"), to oversee, inter-alia, matters relating to: a) Identify persons who are qualified to become directors and persons who can be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal b) Formulate the criteria for determining qualifications, positive attributes and independence of a director c) Recommend to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees d) Carry out evaluation of every director?s performance including that of Independent Directors and e) Devise a policy to be followed for identification, appointment, remuneration and evaluation of performance of directors including Company?s Board diversity etc., as approved by the Board.

The criteria for appointment, qualifications, and positive attributes along with remuneration policy as applicable to Directors, KMPs and other Senior management personnel and the criteria to be followed for performance evaluation of each director including Independent Directors of the Company is enclosed as Annexure – 4.

Formal annual evaluation made of the performance of the Board, its committees and of individual directors

Your Company believes that it is the collective effectiveness of the Board that impacts the Company?s performance and thus, the primary evaluation platform is that of collective performance of the Board.

The parameters for evaluation of Board performance, as laid under evaluation criteria adopted by the Company, have been derived from the Board?s core role of trusteeship to protect and enhance shareholder value as well as fulfil expectations of other stakeholders through strategic supervision of the Company. The said criteria also contemplate evaluation of Directors based on their performance as directors apart from their specific role as independent, nonexecutive and executive directors as mentioned below: a. Every director will be evaluated on discharging their duties and responsibilities as enshrined under various statutes and regulatory facet, participation in discussions and deliberations in achieving an optimum balance between the interest of company?s business and its stakeholders. b. Executive Directors will also be evaluated based on targets/ criteria given to Executive Directors by the Board from time to time in addition to their terms of appointment.

c. Independent Directors will also be evaluated on discharging their obligations in connection with their independence criteria as well as adherence with the requirements of professional conduct, roles, functions and duties, specifically applicable to Independent Directors as contained in Schedule IV to the Companies Act, 2013.

The criteria also specifies that the Board would evaluate each committee?s performance based on the mandate on which the committee has been constituted and the contributions made by each member of the said committee in effective discharge of the responsibilities.

The Board of Directors of your Company has made annual evaluation of its performance, its committees and directors for the financial year 2021-22 based on aforesaid criteria.

Particulars of loans, guarantees or investments

Details of investments made by the Company, are given in the notes to the financial statements (Please refer Note Nos. 5 & 6.1). During the year under review, your Company did not give any other loans or guarantees, provide any security or make any investments as covered under Section 186 of the Companies Act, 2013, other than as disclosed above.

Related party transactions

Related party transactions entered during the financial year under review are disclosed in notes to the financial statements of the Company for the financial year ended March 31, 2022. These transactions entered were at an arm?s length basis and in the ordinary course of business.

There were no materially significant related party transactions with the Company?s promoters, directors, management or their relatives, which could have had a potential conflict with the interests of the Company. Form AOC-2, containing the particulars of the aforesaid related party transactions is enclosed as Annexure-5.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company?s website under investor relations/ listing compliances tab at www.visaka.co.

Risk Management

The Company has established Enterprise Risk Management process to manage risks with the objective of maximizing shareholders value.

The Board of Directors of the Company has formed a Risk Management Committee to implement and monitor the risk management Policy of the Company. During the year under review, Risk management Committee and the Board have periodically reviewed various elements of risks and steps taken to mitigate the same. Reviewed the challenges in the supply chain and availability of raw materials in view of the war between

Russia and Ukraine . The Company is taking adequate measures to address these challenges.

Board Meetings:

During the year under review the Board met five times i.e. on 22.04.2021, 26.07.2021, 30.10.2021, 22.01.2022 and 04.02.2022. Other details viz., members of the Board and their attendance etc., are given in report on Corporate Governance which forms part of this Annual Report.

Audit Committee:

The Audit Committee comprises Three Independent Directors viz., Smt. Vanitha Datla, (Chairperson), Shri Gusti J. Noria, Shri P. Srikar Reddy apart from Smt G Saroja Vivekanand, Managing Director as members. All the recommendations made by the Audit Committee were accepted by the Board.

Compliance with Secretarial Standards

The Company has complied with applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Government of India under Section 118(10) of the Companies Act, 2013.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as Annexure-6.

Vigil Mechanism:

In accordance with the provisions of the Companies Act, 2013 and SEBI(LODR) Regulations the Company established Vigil Mechanism to report genuine concerns by all its stakeholders. The Audit Committee of the Board periodically reviews the complaints received if any under the policy.

The Vigil Mechanism Policy has been uploaded on the website of the Company under investor relations/ listing compliances tab at www.visaka.co.

Annual Return

As required under Section 92(3) of the Companies Act,2013 and read with Rule 12(1) of the Companies (Management and Administration) Amendment rules, 2020, Annual Return for the financial year 2021-22 is available on the Company?s website under investor relations/listing compliances tab at www.visaka.co.

Remuneration of Directors, Key Managerial Personnel, Employees and General:

Statement showing disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-7. In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the top ten employees in terms of the remuneration drawn as set out in said rules forms part of the annual report. Considering the first proviso to Section 136(1) of the Companies Act, 2013, this annual report, excluding the aforesaid information, is being sent to the shareholders of the Company and others entitled thereto. The said information is available for inspection at the Corporate office of the Company during business hours on working days of the Company up to the date of the ensuing annual general meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: i. Issue of equity shares with differential rights as to dividend, voting or otherwise. ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. iii. No significant or material orders were passed by any regulator or Court or Tribunal which impacts the going concern status and Company?s operations in future. iv. details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government v. 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; vi. the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year. vii. the 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. viii. There are no qualification, reservation or adverse remark or disclaimer made by the auditor in his report and by the company secretary in practice in his secretarial audit report;

Your Directors further state that: a) The company has complied with the provisions of constitution of internal complaints committee under the sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013 and b) During the year under review there were no cases filed/ no complains have been made to Internal Complaints Committee. pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgements:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company?s executives, staff and workers.

The Directors deeply regret the loss of life caused due to the outbreak of COVID-19 and are grateful to every person who risked their life and safety to fight this pandemic.