Online-Trading Portfolio-Tracker Research Back-Office MF-Tracker
BSE Prices delayed by 5 minutes... << Prices as on May 03, 2024 >>   ABB 6698.75 [ 0.29 ]ACC 2534.15 [ 0.25 ]AMBUJA CEM 622.25 [ -0.50 ]ASIAN PAINTS 2927.5 [ -1.56 ]AXIS BANK 1141.05 [ -0.76 ]BAJAJ AUTO 9098.75 [ -0.06 ]BANKOFBARODA 276 [ -1.18 ]BHARTI AIRTE 1276.75 [ -2.25 ]BHEL 305.1 [ 4.25 ]BPCL 629.8 [ -0.79 ]BRITANIAINDS 4745.15 [ -0.32 ]CIPLA 1424.75 [ 0.37 ]COAL INDIA 474.8 [ 4.75 ]COLGATEPALMO 2793.65 [ -0.63 ]DABUR INDIA 531.25 [ 1.33 ]DLF 878.05 [ -1.98 ]DRREDDYSLAB 6349.95 [ 0.98 ]GAIL 203.8 [ -0.59 ]GRASIM INDS 2482.4 [ 1.98 ]HCLTECHNOLOG 1347.8 [ -0.93 ]HDFC 2729.95 [ -0.62 ]HDFC BANK 1518.65 [ -0.94 ]HEROMOTOCORP 4546.9 [ -0.34 ]HIND.UNILEV 2215.5 [ -0.45 ]HINDALCO 647.05 [ 0.88 ]ICICI BANK 1142 [ 0.18 ]IDFC 119.4 [ -1.61 ]INDIANHOTELS 570.9 [ -0.88 ]INDUSINDBANK 1482.7 [ -1.53 ]INFOSYS 1416.45 [ 0.11 ]ITC LTD 436.25 [ -0.65 ]JINDALSTLPOW 931.6 [ -1.09 ]KOTAK BANK 1547.25 [ -1.81 ]L&T 3499.1 [ -2.74 ]LUPIN 1655.25 [ 0.46 ]MAH&MAH 2192.95 [ 0.39 ]MARUTI SUZUK 12491.15 [ -2.37 ]MTNL 38.05 [ 0.03 ]NESTLE 2455.6 [ -2.22 ]NIIT 104.45 [ -0.76 ]NMDC 269.1 [ 4.12 ]NTPC 365.1 [ -1.15 ]ONGC 286 [ 1.19 ]PNB 135.8 [ -1.59 ]POWER GRID 310.7 [ -0.88 ]RIL 2868.5 [ -2.17 ]SBI 831.55 [ 0.18 ]SESA GOA 415.15 [ 1.08 ]SHIPPINGCORP 221.5 [ -2.66 ]SUNPHRMINDS 1508.4 [ -0.66 ]TATA CHEM 1090.7 [ -0.91 ]TATA GLOBAL 1093.95 [ 0.26 ]TATA MOTORS 1013.8 [ -1.38 ]TATA STEEL 166.45 [ -0.54 ]TATAPOWERCOM 454.6 [ -0.68 ]TCS 3839.35 [ -0.63 ]TECH MAHINDR 1249.65 [ -1.36 ]ULTRATECHCEM 9816.75 [ -1.65 ]UNITED SPIRI 1208.2 [ 1.16 ]WIPRO 456.85 [ -0.09 ]ZEETELEFILMS 143.05 [ -0.59 ] BSE NSE
You can view full text of the latest Director's Report for the company.

BSE: 543358ISIN: INE953O01021INDUSTRY: Engineering - General

BSE   ` 1007.25   Open: 1026.40   Today's Range 1000.00
1026.40
-21.65 ( -2.15 %) Prev Close: 1028.90 52 Week Range 724.55
1094.75
Year End :2022-03 

Your Directors have immense pleasure in presenting the 40th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended as at March 31,2022. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Financial Performance

The financial performance of the Company for the financial year ended March 31,2022 is summarized below:

(' in mn)

Particulars

Standalone

Consolidated

2021-22

2020-21

2021-22

2020-21

Revenue from operations

17,450.04

13,513.40

19,890.32

15,492.71

Other income

170.87

168.49

154.93

230.93

Total Revenue

17,620.91

13,681.89

20,045.25

15,723.64

Earnings Before Interest, Tax, Depreciation and amortization (EBITDA)

3,190.09

2,620.50

3,490.84

2,952.11

Finance charges

440.39

411.90

510.13

473.90

Depreciation and amortization

1,034.61

883.50

1,197.03

1,016.76

Profit before tax

1,715.09

1,325.10

1,783.68

1,461.45

Tax expenses

433.52

346.30

464.79

362.85

Profit after tax

1,281.57

978.80

1,318.89

1,098.60

Other comprehensive income/(expense) for the year, net of income tax

19.29

(17.60)

(14.59)

20.25

Minority interest

14.34

18.21

Total comprehensive income for the year, net of tax

1,300.86

961.22

1,304.30

1,118.85

Standalone Financial Results:

The standalone revenue from operations increased by 29% to ' 17,450.04 mn for FY 2021-22 as compared to '13,513.40 mn in FY 2020-21. EBITDA for FY 2021-22 stood at ' 3,190.09 mn compared to ' 2,620.50 mn achieved in FY 2020-21 reflecting an increase of 22% from previous year. The profit after tax stood at '1,281.57 mn for FY 2021-22 as compared to ' 978.80 mn in FY 2020-21 reflecting an increase of 31% from the previous year.

Consolidated Financial Results:

The Company’s consolidated revenue from operations recorded an increase of 28% to ' 19,890.32 mn for FY 202122 as compared to ' 15,492.71 mn in FY 2020-21 primarily on account of:

• growth in the PV segment across domestic and export markets;

• growth in domestic 2W segment from newly added customers;

• growth in business from the CV segment and

• start of multiple tech agnostic / xEV businesses in the 2W segment domestically

Consolidated EBITDA for FY 2021 -22 stood at '3,490.84 mn compared to ' 2,952.1 1 mn achieved in FY 2020-21 reflecting an increase of 18% from previous year. During the year under

review, the consolidated profit after tax stood at ' 1,318.89 mn as compared to ' 1,098.60 mn in the previous year.

Listing of Equity Shares

During the year under review, the Company has successfully completed the initial public offering of its equity shares ("IPO") through book building process, which includes an offer for sale of 17,244,328 equity shares of face value ' 2/- each for cash at a price of ' 744/- per equity share aggregating to ' 12,825.20 mn by the selling shareholders, comprising of 8,635,408 equity shares by Client Ebene Limited ("CEL"), 4,836,723 equity shares by CVCIGP II Employee Ebene Limited ("EEL") (collectively the "Investor selling shareholders"), 2,058,069 equity shares by Subramonia Sekhar Vasan; 571,376 equity shares by Unni Rajagopal Kothenath; 571,376 equity shares by Fatheraj Singhvi and 571,376 equity shares by Devappa Devaraj (collectively, the "Promoter selling shareholders"). This offer included a reservation of 127,118 equity shares, aggregating to '90 mn (constituting 0.25% of the post-offer paid-up equity share capital) for purchase by eligible employees (the "employee reservation portion") at a discount of 4.84% (equivalent to '36/- per equity share).

The Company’s equity shares were listed on the recognized stock exchanges i.e., BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on September 24, 2021.

Dividend

The Board recommends a dividend of ' 2.00 per equity share (face value of ' 2.00 each) for the financial year 2021-22. The dividend will be paid on or before September 09, 2022, if approved by the shareholders at the 40th AGM of the Company. The Company has formulated a dividend distribution policy and the same is available on the website of the Company i.e., https://sansera.in/wp-content/ uploads/2021/11/Dividend-Distribution-Policy.pdf

Reserves and Surplus

The Board does not propose to transfer any amount to special reserves of the Company during the year under report.

Changes to Equity Share Capital

The Equity Share Capital of the Company as on March 31, 2022 stood at '104.31 mn (previous year ' 93.87 mn) as per detail given below:

S.

Nos

Particulars

Amount (' in mn)

1

Equity Share Capital as on March 31,2021

93.87

2.

Add: Conversion of Compulsory Convertible Preference Shares on September 3, 2021

00

bo

00

3.

Add: Allotment of Equity Shares on Exercise of Stock Option 2015 on November 17, 2021

1.35

4.

Add: Allotment of Equity Shares on Exercise of Stock Option 2015 on March 29, 2022.

0.21

TOTAL:

104.31

Note: Post March 31, 2022, the Company on May 23, 2022 has further allotted 4,72,325 equity shares of ' 2/- each to employees on exercise of stock options under ESOP- 2015 plan.

Management Discussion and Analysis

A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis report for the financial year 2021-22, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which forms part of this Annual Report as Annexure 1.

Change in nature of Business

During FY 2021-22, there was no change in nature of Company's business.

Details of Subsidiary Companies

As at March 31,2022, the Company has 2 (two) directly held subsidiaries i.e., Fitwel Tools and Forgings Private Limited and Sansera Engineering Private Limited, Mauritius and 1

(one) step down subsidiary i.e., Sansera Sweden AB. Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiaries is given as Annexure 2. None of the subsidiaries are material as on March 31,2022.

During the year under review, no Bodies Corporate have become or ceased to be Subsidiary, Joint venture or Associate Company of the Company.

Particulars of Employees

Pursuant to the Section 197 (2) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure 3.

Board Meetings

The Board of Directors duly met nine times (9) during the year under review. For more details, please refer to section on Corporate Governance forming part of this Report. The intervening gap between any two meetings was within the period prescribed under the provisions of the Companies Act, 2013 and Listing Regulations including circulars/ notifications issued by the Ministry of Corporate Affairs and SEBI.

Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants, (Firm Registration Number 008072S) was appointed as Statutory Auditors of the Company by the shareholders in the 38th AGM held on December 24, 2020 for a period of 5 years, who will act as Statutory Auditors of the Company till the conclusion of the 43rd Annual General Meeting of the Company.

Secretarial Audit Report

In terms of the provisions of Section 204 and applicable provisions of the Companies Act, 2013, M/s. BMP & Co., LLP, a practicing Company Secretary firm was appointed by the Board of Directors to conduct the Secretarial Audit for the Financial Year 2021-22 and issue the Secretarial Audit Report.

The Secretarial Audit Report with no qualification, received from M/s. BMP & Co., LLP, a practicing Company Secretary firm is attached to this report as Annexure 4.

Explanations or Comments by the Board on every qualification, reservation or adverse remark or disclaimer made:

a) By Statutory Auditors in their audit report: There were no qualifications, reservation or adverse comments by the Statutory Auditors of the Company in their report submitted to the Company. The report issued by the Auditors was unmodified for the FY 2021-22.

b) By Secretarial Auditors in their secretarial audit report:

There was no adverse comments issued by the Statutory Auditors of the Company in their report for the FY 2021-22.

Cost Audit

In terms of the provisions of Section 148 and applicable provisions of the Companies Act, 2013, ("Act") read with the Companies (Audit and Auditors) Rules, 2014, M/s. Rao Murthy and Associates, Cost Accountants, Cost Auditors was appointed by the Board to conduct the audit of cost records of your Company for the financial year 2022-23. As per the provisions of the Act, a resolution seeking members’ ratification for the remuneration payable to Cost Auditors is included in the Notice convening the 40th AGM.

Internal Control Systems and Adequacy of Internal Financial Controls

M/s. Aneja Associates, Mumbai and M/s. Singhvi, Dev & Unni LLP, Chartered Accountants, Bangalore were appointed as the Internal Auditors of the Company during the period under review. During the year, the Company continued to implement their suggestions and recommendations to improve the internal control mechanism. Their scope of work broadly includes review of processes for safeguarding the assets of the Company, review of operational efficiency, Internal Financial Control, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions were taken as per the directions of management on an ongoing basis to improve efficiency in operations.

Employee Stock Option Plans (ESOPs)

During the year under review, the Company has granted the following options:

i) 148,625 options at the rate of ' 135.20 per option to eligible employees under Employee Stock Option Plan 2015 (ESOP 2015) on April 01, 2021. These options were due for vesting after completion of one year from the date of grant i.e., April 1,2022.

ii) 8,08,327 stock options at the rate of '744/- per option to eligible employees under Employee Stock Option Plan 2018 (ESOP 2018) prior to listing on September 22, 2021. These options will vest in 4 equal instalments in 4 years from the date of grant i.e., 25% each year.

The eligible employees of the Company have exercised part of their vested options under ESOP 2015 during the year under review as per detail given below:

a) 6,72,840 equity shares of '2/- each on November 17, 2021.

b) 1,05,125 equity shares of ' 2/- each on March 29, 2022.

As on date of this report, the aforesaid equity shares are listed with BSE and NSE.

Applicable disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SEBI SBEB Regulations) with regard to the Employee Stock Option Scheme are available on the Company’s website at www.sansera.in.

The Company has received a certificate from M/s. BMP & Co. LLP, Secretarial Auditors that the Sansera Engineering Limited Employee Stock Option Scheme 2015 and Sansera Engineering Limited Employee Stock Option Scheme 2018 has been implemented in accordance with the SEBI SBEB Regulations.

Vigil Mechanism/ Whistle-blower

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had approved the Policy on vigil mechanism/whistle blower, which provide a Vigil Mechanism for directors and employees to report genuine concerns. The said policy is available on the website of the Company i.e., https://sansera.in/ wp-content/uploads/2021/09/Vigil-Mechanism-Whistle-Blower-Policy.pdf

During the year under review, the Company has not received any complaints under the said mechanism.

Risk management policy

The management is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company has adopted various measures concerning the development and implementation of a Risk Management Policy after identifying the elements of risks, which in the opinion of the Board may threaten, the very existence of the Company.

Your Company has entered into long term contracts with the customers to mitigate enterprise risk, undertakes forward contracts and foreign currency borrowings to minimize the risk of currency fluctuation on net foreign currency exposure, has taken insurance cover against key insurable risks and has further implemented statutory compliance monitoring tool "Ricago" for effective monitoring of statutory compliance. Apart from this, your Risk Management Committee reviews on a regular basis, the risks associated with the Company including action plan to mitigate the risks. Your Board has constituted Risk Management Committee at its first meeting held after listing and have approved the Risk Management policy as per SEBI Listing Regulations.

Details of frauds reported by auditors under sub-section (12) of section 143 of the Companies Act, 2013.

There were no frauds reported by Auditors under Sub-section (12) of Section 143 of the Companies Act, 2013 during the period under review.

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.

No major material changes and commitments, affecting the financial position of the Company has occurred between the end of the financial year of the Company, to which the financial statements relate and date of this report except as disclosed in the report.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

There was no material order passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future as on March 31,2022. Details of litigation on tax matters are disclosed in the financial statements.

The details of Directors and key managerial personnel who were appointed or resigned during the year.

Directors

During the year under review, the Board of the Company was duly constituted in line with the requirements under the Companies Act, 2013 and Listing regulations. For more details, please refer to relevant section of Corporate Governance forming part of this Report.

Mr F R Singhvi, (DIN: 00233146), Director, liable to retire by rotation at the 40th AGM of the Company and being eligible offers himself for re-appointment at the ensuing annual general meeting.

Mr Sylvain Bilaine, Non-Executive Independent Director of the Company is completing his second term as an Independent Director on July 27, 2022.

Mr Samir Purushottam Inamdar (DIN 00481968) was appointed as an Additional Director (Category: NonExecutive Independent) by the Board on recommendation of the Nomination & Remuneration Committee at its meeting held on May 23, 2022, subject to applicable provisions of the Companies Act, 2103 and Listing Regulations. The said

appointment will be placed for approval of the shareholders at the forthcoming AGM of the Company.

For more details regarding additional information under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Secretarial Standards, please refer to notice of 40th AGM forming part of this Report.

Key Managerial Personnel (KMP)

There was no change in the KMP during the year in comparison to last year's report:

Mr S Sekhar Vasan, Chairman & Managing Director, Mr F R Singhvi, Joint Managing Director, Mr B R Preetham, Group CEO, Mr Vikas Goel, CFO and Mr Rajesh Kumar Modi, Company Secretary & Compliance Officer of the Company are the KMPs of the Company as on date of this report as per Section 203 of the Companies Act, 2013.

Declaration by Independent Directors and statement on compliance of code of conduct

All independent directors of your Company have given declaration to your Company under Section 149 (7) of the Act that, they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of the Act and also under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). All independent directors of your Company have also given declarations to your Company under Rule 6 of Companies (Appointment and Qualification of Directors) Rules 2014. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of management. The independent directors have affirmed compliance with the Code of Conduct. The Independent Directors also affirmed compliance under Sec 150 of the Companies Act, 2013 including any amendments/ notifications.

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. Composition of Independent Directors are optimum mix of expertise (including financial expertise), leadership and professionalism.

Particulars of loans, guarantees or investments under section 186

Pursuant to Section 186 of the Act, disclosure on particulars relating to loans, advances, guarantees and investments are provided in the financial statements forming part of this Annual Report.

Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto has been disclosed in Form No. AOC-2 as Annexure 5.

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

Your Board of Directors report that, during the year under report Anti Sexual Harassment Policy is in line with the requirement of Workplace (Prevention, Prohibition and Redressal) Act, 2013 and that the employees have been advised to address their grievances under this Act for redressal. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, the Company has not received any complaint of sexual harassment.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a. Conservation of energy

Initiatives towards energy efficiency, renewable energy, clean technology and sustainability

Sansera is committed for the maximum utilization of Green Energy as part of clean development Mechanism, compacting / reducing Energy intensity and thereby Carbon footprint reduction.

1. Sansera is taregeting 55% Green Energy on pan India basis and 90% utilization in Karnataka plants through various Green Energy contracts in FY 2023. Total contracted volume is of 73.1 mn units / annum (equivalent to reduction of 58,480 Tons/ Annum of CO2 emission), which consists of a mix of Solar and Wind contracts and solar Roof top.

2. Sansera has implemented many Energy Conservation Projects (42 Projects) as part of improving Energy Efficiency, Energy Performance and Carbon foot print Reduction, through ISO 50001:2018 (EnMS) & ISO 14001:2015 ( EMS ) Certification across the manufacturing units in India. As a result, we have saved approximately 9% of Power Consumption per annum through Machine Shop, Forge Shop, Heat Treatment Shop & Utilities by implementing multiple EMAPs (energy management programs).

3. Some of the key initiatives include:

Machine Shop:

> All the CNC machines have been enabled with Power saving logic. (Around 1700 Machines)

> Waste heat recovery (WHR) system adopted for washing machines. (Installed in two compressors and utilized for four washing machines)

> Old power packs and motors are being continuously replaced with Energy Efficient Power Pack & IE3/IE4 Motors.

> Cycle time review and optimization as a continual process.

Forge Shop:

> Auto Power regulation system implemented for Induction billet heaters to avoid reheating of the billets.

> Cavity die lubrication introduced as against Continuous die lubrication & Lubrication motor interlocked with stroke counter in place of Time-based control.

> Constant upgradation of the hammers/presses by equipping them with IE3/IE4 Motors with VFD (Variable frequency drives) control etc.

> Yield improvement and optimization by using updated simulation softwares, as a continual process.

Heat Treatment Shop:

> Elimination of Endo gas generator in Heat Treatment process by introducing PNG.

> Conversion of Electric heating to PNG in continuous type heat treatment furnaces

> Preheating and Tempering Furnaces upgraded with Thyristor based controllers for improved energy efficiency.

Utility:

> MS air pipelines replaced by Aluminum extruded air pipelines for optimal air flow and improvement in energy efficiency in pneumatic circuits.

> ECBC standard EFF-Level3/4 grade Transformers have been installed to reduce no-load & load losses.

> Centralized Sigma air Manager adopted for all Air Screw compressors.

> Usage of LED lights/ VRF and 5-star rated air conditioners adoption across the Plants.

New Technology Adoption:

> Online monitoring of Energy consumption and OEE to optimize the resource utilization.

> Further deployment of online monitoring and controlling of special processes through SCADA.

> IOT 4.0 implementation in Shopfloors to monitor and optimize the machine performance.

> Robotic Technology adoption / automation to improve the productivity and to improve OEE.

> Adopting BMS to optimize Energy consumption.

b. Technology absorption

Sansera has been constantly striving to absorb & upgrade with the emerging technologies related to product development, designing and manufacturing.

The Company constantly strives for maintenance

and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

The following are few highlights of FY22:

• Sansera has successfully developed technology

for manufacturing High Precision Aluminium components used in various sectors including Auto & Non-Auto sectors. The process developed includes Aluminium Forging, Critical Heat treatment, precision machining and high technology Surface treatment, all of which have been created in our State-of-the-Art plant at Bidadi.

• We have Further expanded the use of non-contact type (laser beam technology) inspection of critical parameters, helping reduce human intervention and automation of the process.

• We have introduced continuous polishing through abrasive stones (in place of belt polishing) for improvement and sustenance of surface finish quality in critical parts.

• We have established the usage of vision systems with AI for identifying the size & spacing of voids (on fractured surfaces in conrods) beyond the specified limits. The systems learn different position, shape & size of the voids & continuously updates its library.

• Developing and introduction a new concept of burr removal machine (Sansera CNC SPM) from conrods, through vibratory mechanism

• Developing and introduction of internal grinding Sansera CNC SPM for critical operations, in-line with our efforts to manufacture critical machines (in-house) to get benefits of lower capex, shorter lead-times, energy efficiency and fungibility.

• Continuous upgrade / update of design and simulation software for product & processes and Advanced engineering applications.

c. Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was

' 2,505.95 mn and the total foreign exchange earned

was ' 4,846.19 mn.

Corporate Social Responsibility (CSR)

The CSR Committee has been entrusted with the prime responsibility of recommending to the Board, the CSR activities to be undertaken by the Company in terms of CSR Policy, the amount of expenditure to be incurred and monitoring the implementation of the framework of the CSR Policy.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 have been given in Annexure 6 forming part of this Report.

The Board of Directors of the Company amended the CSR Policy of the Company pursuant to amendments in the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Section 135 of the Companies Act, 2013. The CSR Policy of the Company is available on the website of the Company at https://sansera.in/wp-content/ uploads/2022/03/CSR-Policy.pdf.

Business Responsibility Report (BRR)

A detailed BRR in terms of the provisions of Regulation 34 of the Listing Regulations is attached as Annexure 7 forming part of this Report.

Corporate Governance

A report on the Corporate Governance as stipulated in Listing Regulations is enclosed as Annexure 8 and form part to this Report.

A certificate from BMP & Co., LLP Practicing Company Secretaries, confirmed that the Company has complied with the conditions of Corporate Governance as stipulated in the Listing Regulations and the same is attached along with the report on Corporate Governance.

Annual Performance Evaluation

The Board and NRC has approved the policy for evaluating the performance of Board, its committees, individual Director, and Chairman in compliances with the provision of Section 178 read with Schedule IV of the Companies Act, 2013 and Listing Regulations. In accordance with the evaluation criteria specified in the policy, the Nomination and Remuneration Committee and the Board have carried out the annual performance evaluation of the Board as a whole, its committees and individual Director. The Independent Directors have carried out the annual performance evaluation of the Chairperson, Non-Independent Directors and the Board as a whole. A structured questionnaire covering various aspects of the evaluation was finalised by the NRC in line with guidance note issued by the Companies Act, 2013 and Listing Regulations. The feedback and results of the questionnaire were collated, and consolidated report was shared with the Board for improvements of its effectiveness. The Board expressed its satisfaction with the evaluation process.

Familiarisation Programme for Board Members

The familiarisation programme aims at making the Independent Directors of the Company familiar with the business and operations of the Company through various structured familiarisation programmes. The Company had organised such program for directors during the year under review and have plan for more such programs as and when required to update the Board on their roles and responsibilities as per requirements of Listing Regulations. The said familiarisation programmes are placed on the website of the Company i.e., https://sansera.in/wp-content/ uploads/2022/07/Familiarisation-Programme-1.pdf

Human Resources

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

Directors' Responsibility Statement

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

a. in the preparation of the annual accounts, 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 are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

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

d. the directors had prepared the annual accounts on a going concern basis; and

e. 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.

Nomination and Remuneration Policy of the Company

The Nomination and Remuneration Policy of the Company for appointment and remuneration of the Directors, Key Managerial Personnel (KMP) and Senior Management of the Company along with other related matters have been provided in the Corporate Governance Report. As and when need arises to appoint Director, KMP and Senior Management Personnel, the Nomination and Remuneration Committee (NRC) of the Company determines the criteria based on the specific requirements. NRC, while recommending candidature to the Board, takes into consideration the qualification, attributes, experience and independence of the candidate.

Committees of the Board

The Board of Directors of the Company have constituted/ reconstituted the following committees, during the year under review:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

The details with respect to the composition, numbers of meetings, attendance, powers, roles, terms of reference, etc. of the aforesaid committees are given in details in the "Report on Corporate Governance" of the Company which forms part of this Report.

Details of Amount Received from a Director of the Company or a relative of the Director

During the year under report, the Company has not received amount from any Director or relative of the Director pursuant to Rule 2 (1)(c)(viiii) of the Companies (Acceptance of Deposits) Rules, 2014.

Compliance of Applicable Secretarial Standards by the Company

During the year under report, the Company has complied with the applicable clauses of Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Government of India under sub-section (10) of section 118 of the Companies Act, 2013.

Extract of Annual Return

Pursuant to the provisions of Section 92(3), the extract of the Annual Return is available on the website of the Company i.e., https://sansera.in/wp-content/uploads/2021/09/Annual-Return-MGT-7-FY-2020-21.pdf

Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

There was no unpaid/unclaimed dividend that was required to be transferred to Investor Education and Protection Fund.

Deposits

During the year under review, your Company has neither accepted nor renewed any deposits in terms of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Disclosure on Managing Director and Key Managerial Personnel receiving remuneration and commission from holding company or subsidiary company.

The Managing Director and Key Managerial Personnel (KMPs) of the Company are not in receipt of remuneration and commission from any of its subsidiary companies.

Insolvency and Bankruptcy Code, 2016:

During the financial year, neither any application nor any proceeding is initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

Settlements with Banks or Financial Institutions:

During the year under review, no settlements were made by the Company with any Banks or Financial Institutions.

Details of Penalties/Punishment/ Commitments affecting the financial position of the Company between the end of the Financial Year and the date of the Directors' Report There were no penalties/punishment/commitments affecting the financial position of the Company between the end of the financial year and the date of Directors' report.

Acknowledgements

Your directors wish to place on record their appreciation to all stakeholders, investors, customers, vendors, banks, Central and State Governments, the Company's valued investors and all other business partners, for their assistance and continued co-operation during the year under review.

The Board also wishes to place on record its appreciation to the Book Running Lead Managers (BRLM's), Legal Counsels, Securities Exchange Board of India (SEBI), Registrar of Companies (ROC), National Stock Exchange of India Limited (NSE), BSE Limited, Registrar and Transfer Agent (RTA), auditors and all intermediaries for their co-operation and immense support extended to the Company in its entire process of the Initial Public Offer (IPO).

Your Directors also place on record their deep sense of appreciation for the dedicated service of the employees of the Company.

On Behalf of Board of Directors

Sd/-

S. SekharVasan

Chairman & Managing Director DIN:00361245

Place: Bengaluru Date: May 23, 2022