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Adhunik Industries Ltd.

BSE: 538365 Sector: Metals & Mining
NSE: ADHUNIKIND ISIN Code: INE452L01012
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OPEN 86.80
PREVIOUS CLOSE 82.60
VOLUME 1023
52-Week high 121.70
52-Week low 36.05
P/E 158.85
Mkt Cap.(Rs cr) 386
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 86.80
CLOSE 82.60
VOLUME 1023
52-Week high 121.70
52-Week low 36.05
P/E 158.85
Mkt Cap.(Rs cr) 386
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Adhunik Industries Ltd. (ADHUNIKIND) - Director Report

Company director report

DEAR MEMBERS

Your Directors are pleased to present the Thirty Eighth Annual Report together with theAudited Financial Statements of your Company for the financial year ended 31 81March 2017.

FINANCIAL HIGHLIGHTS

The summarized financial performance of your Company for the financial year ended 3181March 2017 is as under:

(Rs. in Lakhs)

Yearended

Particulars 31 st March 2017 31 st March 2016
Total Revenue 37513.19 41075.44
Expenses 35257.17 38.479.30
EBIDTA 2256.02 2596.14
Depreciation and Amortization Expenses 370.79 345.23
Finance Costs 1537.52 1755.65
Profit BeforeTax 347.71 495.26
Total Tax expense 117.48 267.83
Profit AfterTax 230.23 227.43
Profit brought forward from earlier year 5592.98 5365.55
Profit available for Appropriation 5823.21 5592.98
Paid up Equity Share Capital 4676.38 4676.38
Net Worth 10499.59 10269.36

OPERATIONS

Iron & Steel is indispensable for nation building and has a direct linkage withnation's health and growth. FY 2016-17 continued to be a very challenging year for globaleconomy and in particular for iron and steel industry in India. The key highlights ofCompany's performance during the year under review are:

• With the fall in prices of finished goods as compared to last year revenue fromoperations decreased by 8.67% to Rs. 37513.19 Lakhs only.

• In spite of fall in prices of finished goods as well as fall in prices of rawmaterials as compared to last year EBIDTA decreased by 13.10% to Rs. 2256.02 Lakhs onlyas compared to Rs. 2596.14 Lakhs in last year.

• Profit before Tax decreased by 29.79% to Rs. 347.71 Lakhs of current year ascompared to Rs. 495.26 Lakhs of last year.

• Profit afterTax increased by 1.23% to Rs. 230.23 Lakhs of Current year ascompared to Rs. 227.43 Lakhs of last year. STATE OFTHE COMPANY'S AFFAIRS

The financial year 2016-17 has been an average year for the Company. The Company hadfaced many challenges in its operating sector due to falling in prices of finishedproducts spurred by significant imports from countries like China Korea etc. like manyother players operating in the similar sector. The overall state of affairs of the Companykeeping in mind the present market scenario is satisfactory.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTINGTHE FINANCIAL POSITION

There is no such material change and commitment affecting the financial position ofyour Company which have occurred between the end of the financial year of your company towhich the financial statements relate and the date of the report.

CHANG E(S) INTHE NATURE OF BUSINESS IF ANY

There is no change in the nature of business implemented by the Company during theFinancial Year 2016-17.

INDUSTRY SCENARIO AND OUTLOOK

India is expected to become the world's second largest producer of crude steel in thenext 10 years moving up from the third position as its capacity is projected to increaseto about 300 million tonnes (MT) by 2030.The sector has benefitted from the hike in pricesand production especially since the beginning of the millennium.The total finished steelproduction in FY17 stood at 83.10 million tonnes (MT).

With the Indian economy expected to grow by approximately 7 per cent in the years tocome sectors such as infrastructure and automobiles will receive a renewed thrust whichwould further generate demand for steel in the country. Crude steel production has reachedover 72 million tonnes (MT) in FY 17 expanding at a CAGR of 3.61 per cent over 2016-17with a global share of 5.5 percent.

Your company is one of the major key players among the various players in the rollingmill industry in the Durgapur region of West Bengal. It operates with a vision to becomeindustry leader in zone which inspires its stakeholders and a well-defined business planwith planned strategy give hope to achieve its vision.

DIVIDEND AND RESERVES

In view of meeting the capital requirements of the Company through ploughing back ofprofit in the business the Directors of your company are intend to retain the surplusProfits in the business itself.Therefore no dividend is being recommended.

During the period under review no amount was transferred to General Reserve.

SHARE CAPITAL

The Company has not issued and allotted any shares during the financial year ended 3181March 2017. As on 31 st March 2017 the issued subscribed and paid up share capital ofyour Company stood at Rs. 467637500/- (Rupees Forty Six Crores Seventy Six Lakhs ThirtySeven Thousand and Five Hundred Only) comprising of 46763750 (Four Crores Sixty SevenLakhs Sixty Three Thousand and Seven Hundred and Fifty) number of Equity shares of Rs.10/-each fully paid up.

INDUSTRIAL RELATIONS

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

CREDIT RATING

The Company's financial discipline and prudence is reflected in the strong creditratings ascribed by rating agencies as given below:

Instrument Rating Agency Rating Outlook
Long Term Loans and Fund Based and Non Fund Based Limits India Ratings & Research Pvt. Ltd INDBBB-

INDA3

Stable

ENERGY CONSERVATIONTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under the provisions of sub-section (3)(m) of section 134 ofthe Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014details relating to Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo are given in the Annexure-A which is annexed hereto and forms part ofBoard's Report.

DETAILS OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. However in case of a special and urgentbusiness need the Board's approval is taken by passing resolutions through circulationas permitted by law which are confirmed in the subsequent Board meeting.

During the year four Board meetings were held details of which are given below. Themaximum time gap between any two consecutive meetings did not exceed 120 days.

Date of the meeting No. of Directors attended the meeting
27th May 2016 5(Five)
12" August 2016 6 (Six)
10" November 2016 5 (Five)
13" February 2017 6 (Six)

COMMITTEES OF BOARD

There are currently five Committees of the Board as per Companies Act 2013 and thesame are as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

/ Stakeholders' Relationship Committee

• Management and Finance Committee

The details of composition of the Committees of Board of Directors are as under:-

a. Audit Committee

During the year under review the Board of Director of your Company re-constituted theAudit Committee in accordance with the provision of Section 177 of the Companies Act 2013read with Companies (Meetings of Board and its Powers) Rules 2014 and SEBI (ListingRegulations and Disclosure Requirements) Regulations 2015.The Audit Committee had metfour times i.e. on 27th May 201612th August 201610* November2016 and 13h February 2017.

The details of composition of the Audit Committee are as under:-

SI. No. Name Chairman/Members
1. Shri Asit Baran Dasgupta Chairman
2. Smt.Archana Gupta Sha Member
3. Shri Mahesh Kumar Agarwal Member
4. Shri Chandra Shekhar Jalan* Member

*Appointed w.e.f. 27.05.2016.

All the recommendations made by the Committee are duly accepted and approved by theBoard of Directors.

Vigil Mechanism/Whistle Blower Policy

In compliance with provisions of Section 177(9) of the Companies Act 2013 andRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct orethics policy if any. The aforementioned whistle blower policy is available on Company'swebsite www.adhunikindustries.com.and maybe accessed at the following web-link: httD://www.adhunikindustries.com/download/1421230277.pdf

b. Nomination & Remuneration Committee

During the year under review the Board of Director of your Company re-constituted theNomination and Remuneration Committee in accordance with the provision of Section 178 ofthe Companies Act 2013 read with Companies (Meetings of Board and its Powers) Rules 2014and SEBI (Listing Regulations and Disclosure Requirements) Regulations 2015. TheCommittee had met two times i.e. on 27*May 2016 and 29th August 2016. Thedetails of composition of the Nomination & Remuneration Committee are as under:-

SI. No. Name Chairman/Members
1. Smt.Archana Gupta Sha Chairman
2. Shri Chandra Shekhar Jalan* Member
3. Shri Mahesh Kumar Agarwal Member

* Appointed w.e.f. 27.05.2016.

c. Corporate Social Responsibility Committee

The CSR philosophy of your Company is embedded in its commitment to allstakeholders-consumers employees environment and society while your Company's approachextends both to External community as well as to your Company's large and diverse internalemployee base & their families. The Committee had approved the CSR policy and theBudget. The CSR policy is uploaded on Company's website. Further the Report on CSRActivities/ Initiatives is enclosed as Annexure - B.

During the year the Board of Director of your Company re-constituted the CorporateSocial Responsibility Committee in accordance with the provision of Section 135 of theCompanies Act 2013 and Companies (Meetings of Board and its Powers) Rules 2014.TheCommittee had met once i.e. on 27th May 2016.The details of composition of theCorporate Social Responsibility Committee are as under:-

SI. No. Name Chairman/Members
1. Shri Mahesh Kumar Agarwal Chairman
2. Shri Chandra Shekhar Jalan* Member
3. Shri Mohan Lai Agarwal Member

* Appointed w.e.f. 27.05.2016.

d. Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee had not met during the year under review. Thedetails of composition of the Stakeholder's Relationship Committee are as under:-

SI. No. Name Chairman/Members
1. Shri Mahesh Kumar Agarwal Chairman
2. Sh ri Mohan Lai Agarwal Member
3. Smt.Archana Gupta Sha Member

e. Management and Finance Committee

The Management and Finance Committee had not met during the year under review.Thedetails of composition of the Management and Finance Committee are as under:-

SI. No. Name Chairman/Members
1. Sh ri Jugal Kishore Agarwal Chairman
2. Shri Mahesh Kumar Agarwal Member
3. Sh ri Mohan Lai Agarwal Member

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134(5) of the Companies Act 2013 your Directors state that

(i) In the preparation of the annual accounts for the financial year ended March312017 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed and there are no material departures from the same;

(ii) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent except as otherwisestated in the Notes to Financial Statements so as to give a true and fair view of thestate of affairs of the Company as at March 312017 and of the profit of the Company forthe year ended on that date;

(iii) The Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors had prepared the annual accounts on a 'going concern' basis;

(v) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

(vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

BOARD INDEPENDENCE

Our definition of 'Independence' of Directors is derived from Regulation 16(1) (b) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and Section 149(6)of the Companies Act 2013. Based on the confirmation / disclosures received from theDirectors and on evaluation of the relationships disclosed the following Non-ExecutiveDirectors are Independent in terms above said provisions

a) Shri Asit Baran Dasgupta (DIN: 02476594)

b) Shri Chandra Shekhar Jalan* (DIN: 01023586)

c) Smt. Archana Gupta Sha (DIN: 07089290)

'Appointed w.e.f. 27.05.2016.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

DIRECTORS

Shri Asit Baran Dasgupta (DIN: 02476594) Shri Chandra Shekhar Jalan (DIN: 01023586)and Smt. Archana Gupta Sha (DIN: 07089290) has furnished their individual declaration on1st April 2016 pursuant to Section 149(7) of the Companies Act 2013 confirming theirstatus as an Independent Director pursuant to provisions of Section 149(6) of theCompanies Act 2013.

The other Board of Directors of your company comprises of Shri Mohan Lai Agarwal (DIN:01047906) Director (Non-Executive) Shri Mahesh Kumar Agarwal (DIN: 00507690) Director& Chairman (Non- Executive) and Shri Jugal Kishore Agarwal (DIN: 00227460) ManagingDirector (Executive).

In accordance with the provisions of Section 152 of the Act the Rules prescribedthereunder and your Company's Articles of Association Shri Mohan Lai Agarwal (DIN:01047906) retires by rotation at the ensuing Annual General Meeting being eligible offershimself for re-appointment. The Board of Directors recommends the re-appointment of ShriMohan Lai Agarwal (DIN: 01047906) at the ensuing Thirty Eighth Annual General Meeting.

Mr. Chandra Shekhar Jalan (DIN No.- 01023586) was appointed as an AdditionalNon-Executive Independent Director of the Company on 27lh May 2016.

KEY MANAGERIAL PERSONNEL (KMPs)

During the year under review no changes occurred in the position of Whole-time KeyManagerial Personnel (KMPs) of the Company. Shri Jugal Kishore Agarwal (DIN: 00227460)Managing Director Shri Bikash Roy Chowdhury Chief Financial Officer and Shri BharatAgarwal Company Secretary are the Whole-time Key Managerial Personnel (KMPs) of theCompany.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

Pursuant to provisions of Section 178 of the Companies Act 2013 and Regulation 19 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company based on the recommendation of the Nomination and RemunerationCommittee has formulated a Remuneration Policy.

The Remuneration Policy of the Company inter alia includes the aims and objectivesprinciples of remuneration guidelines for remuneration to Executive Directors andNon-Executive Directors fixed and variable components in the remuneration packagecriteria for identification of the Board Members and appointment of senior management.

The criteria for identification of the Board Members including that for determiningqualification positive attributes independence etc. are summarily given hereunder:

• The Board member shall possess appropriate skills qualificationcharacteristics and experience. The objective is to have a Board with diverse backgroundand experience in business government academics technology human resources socialresponsibilities finance law etc. and in such other areas as may be considered relevantor desirable to conduct the Company's business in appropriate manner.

• Independent Director shall be person of integrity and expertise and experienceand/or someone who the Committee/Board believes could contribute to thegrowth/philosophy/strategy of the Company.

• In evaluating the suitability of individual Board Members the Committee takesinto account many factors including general understanding of the Company's businessdynamics global business social perspective educational and professional background andpersonal achievement.

• Director should possess high level of personal and professional ethicsintegrity and values. He should be able to balance the legitimate interest and concern ofall the Company's stakeholder in arriving at decisions rather than advancing the interestof a particular constituency.

• Director must be willing to devote sufficient time and energy in carryingouttheirduties and responsibilities effectively. He must have the aptitude to criticallyevaluate management's working as a part of a team in an environment of collegiality andtrust.

• The Committee evaluates each individual with the objective of having a groupthat best enables the success of the Company's business and achieves its objectives.

PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS

Particulars of loans given investments made guarantees given under the provisions ofSection 186 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules2014 are provided in the notes to the Financial Statements.

DETAILS RELATINGTO MATERIAL VARIATIONS

Disclosures regarding material variations as specified in Regulation 32(1) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is not required to befurnished as no such event took place during the year.

RISK MANAGEMENT

Risk management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/ control theprobability and / or impact of unfortunate events or to maximize the realization ofopportunities.

Management of risk remains an integral part of your Company's operations and it enablesyour Company to maintain high standards of asset quality at time of rapid growth of itslending business. The objective of risk management is to balance the tradeoff between riskand return and ensure optimal risk-adjusted return on capital. It entails independentidentification measurement and management of risks across the businesses of your Company.Risk is managed through a framework of policies and principles approved by the Board ofDirectors supported by an independent risk function which ensures that your Companyoperates within a pre-defined risk appetite.The risk management function strives toproactively anticipate vulnerabilities at the transaction as well as at the portfoliolevel through quantitative or qualitative examination of the embedded risks.

Your Company manages monitors and reports on the principal risks and uncertaintiesthat can impact its ability to achieve its strategic objectives. Your Company's managementsystems organizational structures processes standards code of conduct and behaviourgoverns how the Group conducts the business of the Company and manages associatedrisks.There are no risks which in the opinion of the Board may threaten the existence ofthe company;

HUMAN RESOURCE

The human resource philosophy and strategy of your Company have been designed toattract and retain the best talent creating a workplace environment that keeps employeesengaged motivated and encourages innovation. Your Company has qualified and talentedhuman resources at all levels of operation. It has put concerted efforts for continuouslearning and training to ensure that strong and credible leadership is developed.

SAFETY HEATH AND ENVIRONMENT

The manufacture of steel involves steps that are potentially hazardous if not executedwith due care. The Company maintains the highest safety standards within its operatingunits and is an ISO certified (ISO 9001:200814001:2004 & 18001:2007) organization.Further there is a team of professional who conducts regular training programs toimplement the concept of maintain safe operations among the employees and to educate theteam on safety norms and procedures to be followed in an unfortunate situation.

CORPORATE SOCIAL RESPONSIBILITY

In lines with the provisions of Section 135 of the Companies Act 2013 the Company hasframed its Corporate Social Responsibility (CSR) Policy for the development and benefit ofthe weaker section of the society and the same is approved by the CSR Committee and theBoard of Directors of the Company. The CSR Policy of the Company provides a road map forits CSR activities. The purpose of CSR Policy is to devise an appropriate strategy andfocus on its CSR initiatives and lay down the broad principles on the basis of which theCompany will fulfill its CSR objectives. As per the said policy the Company follows thestrategy of discharging its CSR responsibilities related to social service through varioustrusts/societies in addition to its own initiatives and donations made to othernon-government organizations.

The CSR Policy has been uploaded on the Company's website www.adhunikindustries.com and may be accessed atthe link http://www.adhunikindustries.com/imaaes/31433946951.pdf Pursuant to the requirements under Section 135 of the Companies Act 2013 and Rulesmade thereunder a report on CSR activities and initiatives taken during the year in theprescribed format is given in Annexure-B which is annexed hereto and forms part of theBoard's Report.

The Company has been playing a pro-active role in the socio economic growth and hascontributed to all spheres ranging from health education rural infrastructuredevelopment hygiene and empowerment of women environment conservation etc. The Companybecomes the part of some of the social programs in India touching the lives of hundredsof people positively by supporting such programs. As a part of its CSR programs theCompany had organized various programs for distribution of food clothes and basicnecessity items to the weaker section of the society on regular basis for the weakersection of society. The Company had also given donation to M/s. Manav Seva Pratisthan forthe purpose of providing education to the children belongs to weaker section of societyand to M/s. Haridham Sanatan SewaTrust forthe purpose of animal welfare.

PARTICULARS OF EMPLOYEES

The prescribed particulars of remuneration of employees pursuant to Section 134(3)(q)and Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Amendment Rules 2016 are given in Annexure - C to the Board'sReport and forms part of this report.

RISK AND CONCERN

Risk management is the continuing process to identify analysis evaluate and treatloss exposures to monitor risk control and financial resources to mitigate the adverseeffects of loss. In today's complex business environment effective risk management iscritical to success of any business.The Company has a risk management team whichperiodically evaluating the risks associated with the business and taking necessaryinitiatives to minimize its impact.This also helps the Company in taking businessdecisions with balanced risks and rewards comparison. The risk management frameworkensures compliance with the requirements of relevant Regulations underthe SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

FAMILIARIZATIONS PROGRAMME FOR IDs'

In terms of Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has conducted the Familiarization Programme for IndependentDirector to familiarize them with their roles rights responsibilities in the companynature of the industry in which the company operates business model of the company etc.through various initiatives. The said policy is uploaded on the Company's website www.adhunikindustries.com and may be accessed atthe link httD://www.adhunikindustries.com/investor-14.html

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code prohibits the purchase or sale of Company shares by the Directors andthe designated employees while in possession of unpublished price sensitive information inrelation to the Company during the period (the Trading Window is closed).The Board isresponsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with theCode.

The policy on the Code of Conduct of is uploaded on the Company's website www.adhunikindustries.com and may be accessed atthe link http://www.adhunikindustries.com/codeconduct.html

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to sub-section 3(p) of section 134 ofthe Companies Act2013 and the corporate governance requirements as prescribed bySecurities and Exchange Board of India ("SEBI") under Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.The criteria for evaluation of Directors interalia includes factors such as engagement strategic planning and vision team spirit andconsensus building effective leadership domain knowledge management qualities teamwork abilities achievements understanding and awareness integrity ethics value andopenness.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of Independent Directors held on 13lh February 2017performance of non-independent directors performance of the board as a whole andperformance of the Chairman was evaluated taking into account the views of executivedirectors and non-executive directors. The same was discussed in the board meeting thatfollowed the meeting of the independent Directors at which the performance of the Boardits committees and individual directors was also discussed.

SUBSIDIARY JOINT VENTURES AND ASSOCIATES COMPANIES

The Company does not have any subsidiaries joint ventures and associate companies. Sothe disclosure required is not applicable to the Company.

DEPOSITS

Your Company did not accept any deposits within the meaning of the Companies Act 2013and the Rules made there under.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS COURTS ANDTRIBUNALS

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operation in future.

INTERNAL CONTROL AND AUDIT

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Auditor reports to the Chairman of the Audit Committee of the Board & to theChairman & Managing Director.

The CEO and CFO certification provided in the Annual Report discusses the adequacy ofthe Company's Internal Control System and Audit.

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

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

AUDITORS AND AUDITOR'S REPORT

STATUTORY AUDITORS

At the 37th Annual General Meeting (AGM) of the Company held on the 14th day ofSeptember 2016 M/s Sudhir Kumar Jain & Associates Chartered Accountants having(Registration No. 318016E) allotted by The Institute of Chartered Accountants of India(ICAI) were appointed as Statutory Auditors of the Company to hold office for a term of 5(five) years from the conclusion of 37th AGM till the conclusion of the 42nd AGM of theCompany subject to ratification of such appointment by the Members at every AGM.

The Company has received a letter from the Statutory Auditors pursuant to theprovisions of Section 139 of the Companies Act 2013 confirming that their appointment onsuch ratification will be within the prescribed limits under the Companies Act 2013 andthat they are not disqualified for the said appointment.

Therefore ratification of the appointment of M/s. Sudhir Kumar Jain & AssociatesChartered Accountants Kolkata as Statutory Auditors of the Company to hold office fromthe conclusion of 38th AGM of the Company till the conclusion of the 39th AGM is beingsought from the members of the Company in the ensuing Annual General Meeting.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

COST AUDITORS

In terms of the provisions of Section 148 and all other applicable provisions of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 yourCompany has appointed M/s. Dipak Lai & Associates Cost Accountants (a Cost AuditFirm) as Cost Auditor of the Company w.e.f. 1st April 2017 to 31aMarch 2018 to carry out audit of cost records of the Company who was also the CostAuditor for the Financial year 2016-17. The remuneration proposed to be paid to them inFinancial Year 2017-18 requires ratification of the shareholders of the Company. In viewof this your ratification for payment of remuneration to Cost Auditors is being sought atthe ensuing Annual General Meeting. The report issued by the cost auditor for theFinancial Year 2016- 17 is self-explanatory and do not call for any further comments.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 the Boardhas appointed M/s. M R & Associates Company Secretaries to conduct Secretarial Auditfor the financial year 2016-17. The Secretarial Audit Report for the financial year endedMarch 312017 is annexed herewith marked as Annexure- D to this Report.The report isself-explanatory and do not call for any further comments.

The Board has also appointed M/s. M R & Associates as Secretarial Auditor toconduct Secretarial Audit of the Company for the Financial Year 2017-18.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

According to the provisions of Section 188 read with Section 2(76) of the CompaniesAct 2013 all transactions entered with Related Parties during the financial year 2016-17were on arm's length basis and were in the ordinary course of business.

All Related Party Transactions are placed before the Audit Committee for approval.Prior omnibus approval of Audit Committee is obtained for the transactions which are of aforeseen and repetitive nature. The transactions entered into pursuant to omnibus approvalso granted along with a statement giving details of all related party transactions isplaced before the Audit Committee.

The Policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website www.adhunikindustries.comand may be accessed at the link http://www.adhunikindustries.com/download/1421230517.pdf

Your Directors draw attention of the members to Note 28 to the financial statementwhich sets out related party disclosures.

Moreover during the year under review the Company has entered into materiallysignificant related party transactions and the relevant disclosure of information pursuantto Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules2014 has been shown in AOC-2 annexed herewith marked as Annexure- E to this report.

TRANSFER OF AMOUNTSTO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review the Company has transferred a sum of Rs. 68000-/ (RupeesSixty Eight Thousand only) to the Investor Education and Protection Fund (I EPF) being thedividend amount which was due & payable and remained unclaimed and unpaid for a periodof 7 (seven) years as provided in Section 205A and 205C of the Companies Act 1956 readwith the Investor Education and Protection Fund (Awareness and Protection of Investors)Rules 2001.

Inclusion of the said amount during the year does not have any impact on theprofitability of the company.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013

Your Company in its endeavor to provide a safe and healthy work environment for all itsemployees has developed a policy as per The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 to ensure zero tolerance towards verbalphysical psychological conduct of a sexual nature by any employee or stakeholder thatdirectly or indirectly harasses disrupts or interferes with another's work performance orcreates an intimidating offensive or hostile environment such that each employee canrealize his / her maximum potential. The company has not received any complaints duringthe financial year.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual return in form MGT-9 as requiredunder Section 92(3) of the Companies Act 2013 is marked as Annexure - F which is annexedhereto and forms part of the Board's Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI.The report on CorporateGovernance as stipulated under Regulation 34(3) read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms an integral part of thisReport.The requisite certificate from the Practicing Company Secretary confirmingcompliance with the conditions of corporate governance is annexed to the CorporateGovernance Report which is a part of Annual Report.

FORWARD LOOKING AND CAUTIONARY STATEMENTS

Certain statement in this Report concerning to our growth prospects particularly thosewhich relate to Management Discussion & Analysis describing the Company's objectivesprojections estimates expectations or predictions may be 'forward looking statements'within the meaning of applicable laws and regulations. Actual results could however differmaterially from those expressed or implied. The risk and uncertainties relating to thesestatements include but are not limited to important factors that could make a differenceto the Company's operations such as global and domestic demand-supply conditions finishedgoods prices raw materials and fuels cost and availability transportation costs changesin Government regulations and tax structure economic developments within India and otherfactors such as litigation and industrial relations. The Company does not undertake toupdate any forward looking statements that may be made from time to time by or on behalfof the Company.

APPRECIATION

Your Directors would take this opportunity to express their sincere appreciation forthe assistance and cooperation received from the Company's customers suppliersgovernment authorities bankers investors financial institutions and shareholders duringthe period under review. Your Directors also sincerely acknowledge the outstanding supportand services of the workers staff and executives of the Company which togethercontributed towards the efficient operation and management of the Company.

For and on behalf of the Board

Registered office

14 Netaji Subhas Road Kolkata - 700001

Date: 22.05.2017

Sd/-

Mahesh Kumar Agarwal Chairman

(DIN: 00507690)

Sd/-

Jugal Kishore Agarwal Managing Director

(DIN: 00227460)

ANNEXURESTOTHE BOARD'S REPORT

Annexure-A

Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earningsand Outgo as required under the Companies (Accounts) Rules 2014

A. Conservation of Energy

i) a) Energy conservation measures taken or impact on conservation of energy;

Energy conservation dictates how efficiently a Company can conduct its operations. AILhas recognized the importance of energy conservation in decreasing the deleterious effectsof global warming and climate change. The major steps taken by the Company in relation toenergy conservation are as under-

• Replaced inefficient motor with energy efficient motors coupled with variablespeed drives. Thus efficiency of the Plant is overall improved.

• Replaced old conventional light fittings by latest generation CFL and LED lightfittings in the operational and official floors thus power consumption is reduced..

• Effective maintenance and improvement in power factor by installing CapacitorBank in the plant.

• Rationalization of loan on transformer.

ii) Steps in utilization of alternate sources of energy

The Company is exploring the ways and ideas through its efficient technical team thathow it can use the alternate sources of energy in the energy intensive production line inplace of conventional sources of energy its viability and cost effectiveness in relationto the production cost of the products produced by the Company.

iii) Capital investment on energy conservation equipments

No capital investment on energy conservation equipment's incurred by the Company duringthe financial year ended March 312017.

B. Technology Absorption

i) The efforts made by the Company towards technology absorption during the year underreview are as under:

• Installation of various machine based testing system to check the quality of theproduct produced.

ii) Adhunik Industries Limited finished products are always set a reputable standard inthe market in comparison to its peers. With the adoption various advanced methodology inthe production process will help the Company to reduce its cost of production and also thequality and durability of the products are also improved.

iii) The Company had not imported any foreign technology during the last three years.

iv) The Company had not incurred any major expenditure which can specificallyappropriated to Research and Development work.

C. Foreign Exchange Earnings and Outgo

Total foreign exchange earned and outgo 2016-17 2015-16
Foreign Exchange Inflow (Rs. in Lakhs) 2899.13 -
Foreign Exchange Outgo (Rs. in Lakhs) 109.67 81.17