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Scan Steels Ltd.

BSE: 511672 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE099G01011
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VOLUME 1101
52-Week high 30.00
52-Week low 8.16
P/E
Mkt Cap.(Rs cr) 115.17
Buy Price 0.00
Buy Qty 0.00
Sell Price 22.00
Sell Qty 475.00
OPEN 22.00
CLOSE 22.44
VOLUME 1101
52-Week high 30.00
52-Week low 8.16
P/E
Mkt Cap.(Rs cr) 115.17
Buy Price 0.00
Buy Qty 0.00
Sell Price 22.00
Sell Qty 475.00

Scan Steels Ltd. (CLARUSINFRARL) - Director Report

Company director report

Dear Share owners

Your Directors have pleasure in presenting the Twenty Third Annual Report of yourCompany together with the Audited Financial Statements for the year ended March 31 2016.

FINANCIAL HIGHLIGHTS / RESULTS

Your Directors take pleasure in presenting the 23rd Annual Report on the business andoperations of your Company along with the financial statements for the year ended 31March 2016.

(Rs In Lacs)
2015-2016 2014-2015
Net Turnover and other Income 35422.83 44966.04
Profit / (Loss) before Tax (3202.68) 536.68
Less : Tax Expenses
Current Tax - (110.77)
Deferred Tax (Charge)/ Credit (173.98) (157.58)
Profit After Tax (3376.66) 268.33
Less : Prior Period Expenses - -
Net Profit for the year (3376.66) 268.33
Surplus Brought Forward from last balance sheet 68.73 (71.13)
Add: Earlier Year Adjustment (Tax) 94.92 -
Less: Adjustment for net carrying amount of tangible fixed assets - (128.48)
Balance at the end of the year (3213.01) 68.73

RESULTS OF OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

The gross turnover and net turnover for the year under review was Rs 387.34 crores andRs 353.09 crores respectively and showed a decline of 21.60% and 21.11% respectively.The net Loss after tax was Rs 33.77 crores as compared to previous year Profit Rs 2.68crore. The reason of Loss is several unfavorable developments during the last couple offiscal including raw material price fluctuations and availability issues as well as theburden of high steel imports but we are striving to give better result in future years.

The Company produced 49025 tonnes (MT) of TMT Rods in FY 2015-16 down by 18.76% incompare to the previous year and sold 46611.00 MT decreased by 21.65% in compare toprevious year. The reason of lower of production is because of decrease in sales due tosluggish economical conditions of the country resulting lower demand and low price offinished products and cheaper import of Steels products into India.

The Company’s sustained efforts towards back-end cost control new productlaunches and efficiency improvement measures supported the insulation and limited theimpact on the profitability margins. The Company’s ability to better utilisecapacities and product range will help derive better margins out of the businesses. Theoutlook of each business has been discussed in detail in the ‘Management Discussion& Analysis’ which forms a part of this Annual Report.

PRODUCTION & TURNOVER / SALES

The production of steel product during the year under report compared to the previousyear is given below.

Item Production (Qty in MT) Turnover (Qty in MT)
Years ended 31st March 2016 Years ended 31 st March 2015 Years ended 31st March 2016 Years ended 31 March 2015
Sponge Iron 133529.280 125342.000 98638.27 80503.570
MS Ingot/ Billet 39648.000 67856.000 5410.65 6589.550
Long and Flat Products 49025.500 60350.000 46611.94 59490.480

NEW PROJECTS AND EXPANSION

Your company has emerged as a flourishing and dexterous steel enterprise because of itsability to cope with the changing steel scenario and to contribute to the growth of steelproduction where the country is aiming to increase the crude steel production to 300Million tons by 2025-26 from currently 70 Million tones of production. For which yourcompany has obtained necessary clearances from appropriate authorities. The upcomingproject compositions are as enumerated below:-

Sr. No. Unit Product Rated Capacity Annual Production in TPA
1. DRI Kiln Sponge Iron 2 X 500 TPD 300000
2. Blast furnace 175 M HM/Pig Iron 350 TPD 122500 Hot Metal
/36750 Pig Iron
3. Iron Ore Crusher Sized Iron Ore 50 TPH/ 1000TPD 300000
4. Captive Power Plant Power 30 MW (20 MW WHRB -
+4 MW BF Gas based (TRT)
+6 MW AFBC)
5. Coal Washery Washed Coal (65 %) 40 TPH/800 TPD 240000
Middlings (30%) (Coal Input)
Rejects (5%)
6. SMS
• Induction Furnace Billets
• Elec. Arc Furnace 2 x30 T 311040
• Ladle Refining Furnace 1x30 T
• Continues Casting M/c. 1x4 Strand
7. Pellet Plant Iron Ore Pellet 4000 TPD 1200000
8. Submerged Arc Furnace Silico Management 2x 7.5 MVA 10200
9. Rolling Mill-1 TMT Rods/ Bars 1 x 38 TPH 200000
10. Rolling Mill-2 Structural Steel 1 x 38 TPH 200000
11. Galvanizing Plant Galvanized Product 20 TPH 108000
12. Fly Ash Bricks Unit Fly Ash Bricks 4x42 TPD 50400
13. Oxygen Plant Oxygen 4800 Nm/hr 622 Mn. Nm/year

GREENFIELD PROJECT

The process of land acquisition work for our project at Gangajal BudhakataSundargarh Odisha is in progress. Discussion with concerned authorities for allotment ofland has been initiated. The environmental clearances for this proposed project has beenobtained from the appropriate authorities.

OUTLOOK

Currently the Steels business account for nearly 100% of its revenues. The outlook forits margins and profitability for this business depends on overall economic outlook. Thiscompany is likely to benefit most from an upturn in the business cycle given its scale ofoperations and its competitive cost positions. Today it is truly a market-driven companymaking innovative changes and technological improvements leaving no stone unturned infulfilling dreams of its founding fathers tuning every activity to meet the subtledemands of its customers.

MARKETING ARRANGEMENT

The Company has a Well-organized Marketing Department We have around 50 % market sharein Odisha and also catering to outside states. We are in the process expanding our marketplan in India by appointment of Dealers at other major cities across India. We alsodirectly sell to the Customers through our Marketing staffs and agents.

DIVIDEND

In view of the losses incurred during the FY 2015-16 your Board of Directors has notrecommended any dividend on equity shares as well as on preference shares.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Your Company did not recommended any dividend therefore there were no such funds whichwere required to be transferred to Investor Education and Protection Fund (IEPF).

TRANSFER TO RESERVE

During the financial year 2015-16 the company has not transfer any amount to thereserve. the Company is maintaining a balance of Rs 1344.12 Lacs in General Reserve Rs61.01 Lacs in Capital Reserve Rs 493.71 Lacs in Amalgamation adjustment reserve and adebit balance of Rs 3213.01 Lacs is retained in the Profit and Loss Statement.

CONSOLIDATED FINANCIAL STATEMENT

As per the definition in the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accountingfor Investments the company does not have any investment in the Subsidiary Company JointVentures Company or any other Associates Company therefore the Consolidation of FinancialStatements is not applicable.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary Associates and Joint venture Companies thereby; there are no details to be provided under [Rule 8 of the Companies (Accounts) Rules2014]. Read with section 129 (3) of the Companies Act 2013.during the year under reviewno company has become or ceased as subsidiary associate or joint venture companies.

FIXED DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013

Pursuant to Section 73 74 & 76 Rule 8(5)(v) of Companies (Accounts) Rules 2014.The details relating to deposits covered under Chapter V of the Act are as follows:-

a. accepted during the year – Rs 38528000/-

b. remained unpaid or unclaimed as at the end of the year – Rs 2000/-

c. whether there has been any default in repayment of deposits or payment ofinterest thereon during the year and if so number of such cases and the total amountinvolved

I. at the beginning of the year - Nil

ii. maximum during the year - Nil

iii. at the end of the year - Nil

There was No default in repayment of deposits or payment of interest thereon during theyear by Company and accordingly No details to be provided by the Company in this regard.

The details of deposits which are not in compliance with the requirements of Chapter Vof the Act

Your Company has not accepted any deposits which are not in Compliance with therequirement of Chapter V of the Act.

CHANGE IN THE NATURE OF BUSINESS IF ANY

Company is in to Steel Manufacturing Business and also expended its business activitiesinto Derivatives market.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS.

INTERNAL CONTROL SYSTEMS AND AUDIT OVERVIEW

The Company has in place adequate internal financial controls with reference tofinancial statements commensurate with the size and nature of its business forms anintegral part of the Company’s corporate governance policies.

INTERNAL CONTROL

The Company has a proper and adequate system of internal control commensurate with thesize and nature of its business. Internal control systems are integral to theCompany’s corporate governance policy. Some of the significant features of internalcontrol systems includes:

• Documenting of policies guidelines authorities and approval proceduresencompassing the Company’s all primary functions.

• Deploying of an ERP system which covers most of its operations and is supportedby a defined on- line authorization protocol.

• Ensuring complete compliance with laws regulations standards and internalprocedures and systems.

• De-risking the Company’s assets/resources and protecting them from anyloss.

• Ensuring the accounting system’s integrity proper and authorised recordingand reporting of all transactions.

• Preparing and monitoring of annual budgets for all operating and servicefunctions.

• Ensuring the reliability of all financial and operational information.

• Forming an Audit committee of the Board of Directors comprising IndependentDirectors. The Audit Committee regularly reviews audit plans significant audit findingsadequacy of internal controls and compliance with accounting standards and so on.

• Forming a comprehensive Information Security Policy and continuous up-gradationof IT Systems.

The internal control systems and procedures are designed to assist in theidentification and management of risks the procedure-led verification of all complianceas well as an enhanced control consciousness.

INTERNAL AUDIT

The Company has a strong internal audit department reporting to the Audit Committeecomprising Independent Directors who are experts in their field. The scope of workauthority and resources of Internal Audit (IA) are regularly reviewed by the AuditCommittee and its work is supported by the services of M/s GRC & Associates theInternal Auditor of the Company.

The Company continued to implement their suggestions and recommendations to improve thecontrol environment. Their scope of work includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Internal Auditorsfindings are discussed with the process owners and suitable corrective actions taken asper the directions of Audit Committee on an ongoing basis to improve efficiency inoperations.

Through IA function the Board obtains the assurance it requires to ensure that risks tothe business are properly identified evaluated and managed. IA also provides assurance tothe Board on the effectiveness of relevant internal controls.

INTERNAL FINANCIAL CONTROLS

As per Section 134 (5) (e) of the Companies Act 2013 the Directors have an overallresponsibility for ensuring that the Company has implemented robust systems and frameworkof internal financial controls. This provides the Directors with reasonable assuranceregarding the adequacy and operating effectiveness of controls with regards to reportingoperational and compliance risks. To enable them to meet these responsibilities theCompany has devised appropriate systems and framework including proper delegation ofauthority policies and procedures effective IT systems aligned to business requirementsrisk based internal audit framework risk management framework and whistle blowermechanism.

The Audit Committee regularly reviews the internal control system to ensure that itremains effective and aligned with the business requirements. Where weaknesses areidentified as a result of the reviews new procedures are put in place to strengthencontrols. These are in turn reviewed at regular intervals.

The Company has developed a framework for designing and assessing effectiveness ofinternal controls over financial reporting and has already laid down entity level policiesand process level standard operating procedures.

The entity level policies comprise anti-fraud policies (code of conduct includingconflict of interest confidentiality and whistle-blower policy) and other policies(organization structure role s and responsibilities insider trading policy HR policyrelated party policy prevention of sexual harassment policy IT security policy businesscontinuity and disaster recovery plan and treasury risk management policy). The Companyhas also prepared Standard Operating Practices (SOP) for each of its processes of revenueto receive procure to pay hire to retire finance and a c co u nt s f i xe d a s s ets t re a s u r y i nve nto r y manufacturing operations and administrative expenses.

Directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and During the year such controls were tested and no reportable materialweakness in the design or operation were observed and such systems were adequate andoperating effectively.

INDIAN ACCOUNTING STANDARD (IND AS)

As per the roadmap announced by the Ministry of Corporate affairs the Company willcomply with the new Accounting Standards IND AS in preparation of its financialstatements for accounting periods beginning on April 1 2016 along with the comparativesfor the period ending March 31 2016.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties referred to in Section 188 (1) of the Companies Act 2013 werein the ordinary course of business and on an arm’s length basis and Detail of whichis furnished in the Annexure ‘A’ in Form AOC-2 attached with this Report incompliance with Section 134 (3) (h) read with188 (2) of the Companies Act 2013.

Further there are no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large. All RelatedParty Transactions are placed before the Audit Committee as also the Board for approval.Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for thetransactions which are of a foreseen and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted are subject to internal audit and a statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval on a quarterly basis.

The Company has developed an Internal Guide on Related Party Transactions Manual andprescribed Standard Operating Procedures for purpose of identification and monitoring ofsuch transactions. The policy on Related Party Transactions as approved by the Board isuploaded on the Company’s website. None of the Directors has any pecuniaryrelationships or transactions vis--vis the Company.

Moreover on the recommendations of the Audit Committee your Board had revised thePolicy on Related Party Transactions in accordance with Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 and as per theamended provisions of the Companies Act 2013.The Policy on materiality of related partytransactions and dealing with related party transactions as approved by the Board may beaccessed on the Company’s website at www.scansteels.com - Investor Relations Segment.

Your Directors draw attention of the members to Note No. 2 (iii) to thefinancial statement which sets out related party disclosures.

ISO 9002 CERTIFICATION

Your company is having status of ISO 9001 ISO 14001 and ISO 18001 certification whichis internationally recognized for the production quality control and Environmental aswell as OHSAS respectively.

CREDIT RATING

During the year the credit rating for long term debt/facilities/FD by CARE has beendowngraded to "CARE-D" and the short term bank facilities has also beendowngraded to "CARE –D"

The downward rating actions were driven on account of Sharp fall in steel Prices due toexcessive import from China at predatory prices affecting the operating performance of thecompany during the year and Stressed Liquidity Position of the Company has triggered areview of Scan Steel’s credit rating by CARE.

AUTHORITY TO DETERMINE MATERIALITY OF AN EVENT AND DISCLOSURE OF THE SAME TO STOCKEXCHANGE UNDER REGULATION 30(5) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)REGULATION 2015

Mr. Ankur Madaan Whole- Time Director of the Company and Mr. Prabir Kumar DasCompany Secretary and Compliance Officer of the Company and Mr. Gobinda Chandra NayakChief Financial Officer of the Company authorized by the Board for the purpose ofdetermining the materiality of an event or information in terms with the Company’sPolicy on disclosure of material event / information and archival policy to comply withthe Provisions of Regulation 30 (5) of the SEBI ( Listing Obligations and DisclosureRequirements) Regulations 2015 and they are jointly and severally authorized to makenecessary disclosure to stock exchanges regarding the same on behalf of the Company.

BRANDING INITIATIVE

The "SHRISTII" brand for its TMT bars are well accepted in the market invaried segments and sectors with wide customer base.

INSURANCE

The Assets of the company are adequately insured against the loss of fire riotearthquake loss of profit etc and other risk which is considered by management Inaddition to this coverage a statutory public liability insurance policy has been taken tocover by the company for providing against the public liability arising out of industrialaccidents for employees working in plants.

INDUSTRIAL RELATIONS AND PERSONNEL

Your Company attaches great importance to human resource. Over a period of time wehave built and nurtured a dedicated and excellent workforce and also recruiting new peoplein order to meet the revival plans of the company. The processes for attracting retainingand rewarding talent are well laid down and the systems are transparent to identify andreward performers. Company is committed to the welfare of its people and their familiesand to improve the quality of their life by providing the required facilities. The Companyrecognizes the importance and contribution of its people towards achieving the commongoal. During the year under the review industrial relations at all units of the Companycontinued to be cordial and peaceful.

FINANCE

During the year the company has faced finance crises and could not met financialcommitment in time reason being liquidity problems arose due to sluggish economicalconditions of the country resulting lower demand and low price of finished products andcheaper import of Steels products into India.

The banker State Bank of India being leader of Consortium has treated its lendingfacilities to the company as non-performing on 28th November 2015. The insufficient cashflow due to drastic reduction in prices of steel products cheaper imports into India& slowdown of global economy being the reasons for non honoring commitments to thebank.

BANKERS AND CONSORTIUM ARRANGEMENT

The Company has consortium arrangement of their bankers with State Bank of India asLead Bank. This consortium arrangement is well defined and take care of company’sterm loan and working capital requirement from time to time. The consortium members meetregularly at company office quarterly and also visit company’s plant from time totime.

SAFETY

The company has continued to scale up safety performance at all locations. Safetymeasures have been strengthened and employees are being trained to think on hazards/risksassociated with their job. Systems have been established to make employees responsible andaccountable for safety. Good safety performance is being rewarded. While Safety has beenincluded as a corporate value the main objective is to achieve better standard of safetyin the shortest possible time.

HUMAN RESOURCE DEVELOPMENT

The company has been given much emphasis on Human Resources Development and thus hasbeen well recognized in the steel industrial for sound Human Resources Management. TheCompany has emerged as a true national firm with cosmopolitan atmosphere.

The company’s HR polices and process is as well aligned to effectively suit itsexpanding business horizons and future manpower requirement. This has been achieved bycontinuously stressing upon training & development empowerment and creating acompelling work environment and maintaining well structured reward & recognitionmechanism. Company is committed to the welfare of its people and their families and toimprove the quality of their life by providing the required facilities.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is the continuing commitment by the business to behaveethically and contribute to economic development while improving the quality of life ofthe workforce and their families as well as of the local community and society at large.As a part of its policy for corporate social responsibility the Company is associatedwith charitable and social activities and thereby playing a pro-active role in thesocioeconomic growth. In structuring its efforts to the various aspects of CorporateSocial Responsibilities the Company takes account guidelines and statements issued bystakeholders and other regulatory bodies.

The management has adopted corporate social responsibility (CSR) well at par with itsbusiness with the objective of creating wealth in the community with focus on educationhealth water and society. Social welfare community development economic andenvironmental responsibilities are at the core of the CSR of the Company.

The Corporate Social Responsibility Committee (CSR Committee) Composition and Terms ofreference of which is detailed in the Corporate Governance Part of this Annual Report hasformulated and recommended to the Board a Corporate Social Responsibility Policy (CSRPolicy) indicating the activities to be undertaken by the Company which has been approvedby the Board.

The key philosophy of all CSR initiatives of the Company is guided by three corecommitments of Scale Impact and sustainability.

The Company has identified six focus areas of engagement which are as under:

• Rural Transformation: Creating sustainable livelihood solutions addressingpoverty hunger and malnutrition.

• Health: Affordable solutions for healthcare through improved access awarenessand health seeking behavior.

• Education: Access to quality education training and skill enhancement.

• Environment: Environmental sustainability ecological balance conservation ofnatural resources.

The Company would also undertake other need based initiatives in compliance withSchedule VII to the Act. The disclosures required to be made as per Rule 9 of Companies(Corporate Social Responsibility Policy) Rules 2014 is annexed to this report as Annexure‘B’. The CSR Policy of the Company is available on the company’s website atwww.scansteels.com - Investor Relations Segment.

SHARE CAPITAL

ISSUED/SUBSCRIBED/PAID UP CAPITAL

Pursuant to allotment of 4453330 Equity Shares of Rs 10 / - each on Conversion ofWarrants in to Equity Shares Issued Subscribed and Paid-up Share Capital of the Companyshall stand Increased from Rs 443523000 (Forty Four Crore Thirty Five Lakhs TwentyThree Thousand) divided into 44352300 (Four Crore Forty Three Lakhs Fifty Two ThousandThree Hundred ) Equity Shares of Rs 10/- (Rupees Ten) to Rs 488056300 (Forty EightCrore Eighty Lakhs Fifty Six Thousand Three Hundred) divided into 48805630 (Four CroreEighty Eight Lakhs Five Thousand Six Hundred Thirty ) Equity Shares of Rs 10/- (RupeesTen).

The authorized share capital of the Company is Rs 700000000/- (Rupees Seventy Croresonly) divided into 55000000 (Five Crore Fifty Lacs) equity shares of Rs 10/- (RupeesTen) each and 15000000 (One Crore Fifty Lacs only) Non-cumulative Redeemable PreferenceShare of Rs 10/- (Rupees Ten) each.

The paid-up equity share capital as on March 31 2016 was Rs 488056300 (Forty EightCrore Eighty Lakhs Fifty Six Thousand Three Hundred) divided into 48805630 (Four CroreEighty Eight Lakhs Five Thousand Six Hundred Thirty ) fully paid up Equity Shares of Rs10/-(Rupees Ten Only) each and the preference share capital was Rs 128496050/- (TwelveCrore Eighty Four Lacs Ninety Six Thousand Fifty) divided into 12849605 (One croreTwenty Eight Lacs Forty Nine Thousand Six Hundred Five only) fully paid up NCRPS of Rs10/- (Rupees Ten) each.

During the year under review the company has issued and allotted 8000000 (EightyLakhs Only) Warrants

Convertible in to Equity Shares of face value of Rs 10.00 (Rupees Ten) each at apremium of Rs 40/- (Rupees Forty) each). Further the allottees had exercised their rightto convert 4453330 warrants into equity shares of Rs 10/-each out of total allotted tothem.

The aggregate outstanding amount of Warrants of the company as on March 31 2016 was Rs44333500/-representing 3546670 warrants convertible into equity shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• In accordance with the provisions of Section 152 of the Companies Act 2013 andin terms of the Articles of Association of the Company Mr. Ankur Madaan (DIN:07002199)retires by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment.

The proposal regarding the re-appointment of the aforesaid Director is placed for yourapproval. The Board of Directors recommends his re-appointment.

• Mr. Rajesh Gadodia (DIN 00574465) has been elected as Non-executive chairman ofthe company w.e.f. 24.05.2016 in the board meeting upon the recommendation received fromthe Nomination and Remuneration Committee of the Board. He ceased to be KMP (ManagingDirector) of the company w.e.f 24.05.2016.

• Mr. Ankur Madaan (DIN:07002199)who was appointed as Whole- Time Director of theCompany w.e.f 24.05.2016 by the Board based on the recommendation received from theNomination and Remuneration Committee Company for a period of Five year with effect from24/05/ 2016 subject to approval of shareholders of the Company at the ensuing AnnualGeneral Meeting.

• Mr. Runvijay Singh (DIN 02239382) was appointed as an Additional Director anddesignated as the Executive Director w. e. f. 24/05/2016. Mr. Runvijay Singh shall holdoffice till the date of the forthcoming Annual General Meeting (AGM). Your company hasreceived a notice under section 160 of the companies act 2013 from a member signifyinghis intension to propose the name of Mr. Runvijay Singh for appointment as a director ofthe company.

• Mr. Punit Kedia (DIN 07501851) who was appointed as an Additional Directorw.e.f. 24/05/2016 in the category of Independent Director and who will hold office tillthe date of the forthcoming Annual General Meeting (AGM). Your company has received anotice under section 160 of the companies act 2013 from a member of the companysignifying his intension to propose the name of Mr. Punit Kedia for appointment as anIndependent Director of the company. Pursuant to section 149 and other applicableprovisions of the Companies Act 2013 your directors are seeking appointment of Mr. PunitKedia as Independent Director to hold office for five consecutive years for a term up tothe conclusion of the 28th Annual General Meeting of the company and his office shall notbe liable to retire by rotation."

• Mr. Nimish Gadodia (DIN 01258815) resigned from the post of director of thecompany w. e. f. 16/12/2015. Your directors would like to record their deep sense ofappreciation for the enormous contributions made by him during his tenure.

Suitablere solutions for appointment / reappointment of Directors as referred abovewill be placed for approval of the members in the forthcoming Annual General Meeting. Thebrief resume and other information of the concerned directors in terms of the Regulation36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 havebeen detailed as an annexure in the notice convening the forthcoming Annual GeneralMeeting.

Your Company has received from the Independent Directors Certificate of Independenceas enumerated in section 149(6) of the Companies Act 2013.

KEY MANAGERIAL PERSONNEL

Mr. Ankur Madaan Whole Time Director Mr. Prabir Kumar Das Company Secretary &Compliance office and Mr. Gobinda Chandra Nayak Chief Financial Officer are the KeyManagerial Personnel of your company in accordance with the provision of Section 2(51) and203 of the companies act 2013 read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 read with SEBI (LODR) Regulations 2015.

Company’s policy of appointment and remuneration for directors KMP and otheremployees including criteria for determining qualifications positive attributesdirector’s independence (read with Sections 178 (1) (3) (4) The Nomination andRemuneration Committee works with the Board to determine the appropriate characteristicsskillsandexperiencefortheBoardasawholeanditsindividual members with the objective ofhaving a Board with diverse backgrounds and experience in business government educationand public service. Characteristics expected of all Directors include independenceintegrity high personal and professional ethics sound business judgment ability toparticipate constructively in deliberations and willingness toexerciseauthorityinacollectivemanner.

The Company’s Policy relating to appointment of Directors payment of Managerialremuneration Directors’ qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is furnished in Annexure ‘C’ and is attached to this report.

Further Nomination and Remuneration Policy for Directors Key Managerial Personnel andother employees is furnished in Annexure ‘D’ and is attached to this report.

Declaration by an Independent Director(s)

As required under section 149(7) of the Companies Act 2013 The Company has receiveddeclarations from all the Independent Directors of the Company confirming that they meetthe criteria of independence and / or to qualify themselves to be appointed as IndependentDirectors as prescribed both under Section 149 (6) of the Companies Act’ 2013 andRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 The Board considered the independence of each of the Independent Directors in termsof the above provisions and is of the view that they fulfill/meet the criteria ofindependence. and the declarations are put up on the website of the Company atwww.scansteels.com - Investor Relations Segment.

Familliarisation Programme for Independent Directors.

All New Independent Directors (IDs) inducted into the Board are given an orientation.Presentations are made by Executive Directors (EDs) and Senior Management giving anoverview of our operations to familiarize the new IDs with the Company’s businessoperations. The new IDs are given an orientation on our products group structure Boardconstitution and Procedures matters reserved for the Board and our major risks and riskmanagement strategy.

The company familiarises the Independent Directors of the Company with their rolesrights responsibilities in the company nature of the industry in which the companyoperates business model of the company etc and related matters are put up on the websiteof the Company at www.scansteels.com - Investor Relations Segment.

Separate Independent Director Meeting

In term of requirements of Schedule IV of the Companies Act 2013 and Regulation 25 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate meeting of the independent directors ("Annual IDmeeting") was convened on 05th March 2016 and All the Independent Directors werepresent at the said Meeting.

The Independent Directors at the meeting reviewed the following:

a. Performance of Non-Independent Directors and the Board as a whole;

b. Performance of the Chairman of the Company taking into account the views ofExecutive Directors and Non-Executive Directors; and

c. Assess the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

Post the Annual ID meeting the collective feedback of each of the IndependentDirectors was discussed by the Chairperson of the Nomination Remuneration

Committee with the Board covering performance of the Board as a whole performance ofthe non-independent directors and performance of the Board Chairman.

In addition to formal meetings interactions outside the Board meetings also take placebetween the Chairman and Independent Directors.

BOARD ANNUAL EVALUATION

Pursuant to Regulation 17(10) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and In compliance with the Section 134(3) (p) Company hasdevised a Policy for performance evaluation of Independent Directors Board Committeesand other individual Directors which include criteria for performance evaluation of thenon-executive directors and executive directors.

The Board carried out an annual performance evaluation of its own performance theindividual Directors as well as the working of the Committees of the Board. Theperformance evaluation of the Independent Directors was carried out by the entire Board incompliance with Schedule IV to the Companies Act 2013. The performance evaluation of theChairman Whole- Time Director and the Non- Independent Directors was carried out byIndependent Directors. Details of the same are given in the Report on Corporate Governanceannexed hereto.

The Chairperson of the Nomination and Remuneration Committee (NRC) held separatediscussions with each of the Directors of the Company and obtained their feedback onoverall board effectiveness as well as on each of the other Directors.

While evaluating the performance and effectiveness of the Board various aspects of theBoard’s functioning such as adequacy of the composition and quality of the Boardtime devoted by the Board to Company’s long-term strategic issues quality andtransparency of Board discussions execution and performance of specific dutiesobligations and governance were taken into consideration. Committee performance wasevaluated on the basis of their effectiveness in carrying out respective mandates. Aseparate exercise was carried out to evaluate the performance of Independent Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution to Board deliberations independence of judgementsafeguarding the interest of the Company and focus on creation of shareholders valueability toguidetheCompanyinkeymattersattendanceatmeetings etc. The Executive Directorswere evaluated on parameters such as strategy implementation leadership skills qualityquantity and timeliness of the information flow to the Board etc.

The Directors expressed their satisfaction with the evaluation process.

The Detailed Policy on Performance Evaluation of Independent Directors BoardCommittees and other individual Directors can be accessed from the website of the Companyat www.scansteels.com - Investor Relations Segment.

MANAGERIAL REMUNERATION:

The following disclosures have been mentioned in detail under the heading"Corporate Governance" part of this Annual Report:—

(i) all elements of remuneration package such as salary benefits bonuses stockoptions pension etc. of all the directors;

(ii) details of fixed component and performance linked incentives along with theperformance criteria;

(iii) service contracts notice period severance fees;

(iv) Stock option details if any and whether the same has been issued at a discountas well as the period over which accrued and over which exercisable.

CODE OF INDEPENDENT DIRECTORS - SCHEDULE - IV

The Board has considered Code of Independent Directors as prescribed in Schedule IV ofthe Companies Act 2013. The code is a guide to professional conduct for independentdirectors’ adherence to these standards by independent directors and fulfillment oftheir responsibility in a professional and faithful manner will promote confidence of theinvestment community and regulators.

The broad items for code for independent directors are:

(I) Guidelines for Professional conduct.

(ii) Role and Functions.

(iii) Duties

(iv) Manner and process of appointment.

(v) Re-appointment on the basis of report of performance evaluation.

(vi) Resignation or Removal.

(vii) At least one Separate meeting of Independent Directors in a year withoutattendance of non independent directors or members of management.

(viii) Evaluation mechanism of Independent Directors by entire Board of Directors.

The Detailed Code of Conduct of Independent Directors of the Company and Code ofConduct for Board of Directors and Senior Management of the Company can be accessed on thewebsite of the Company at www.scansteels.com - Investor Relations Segment.

SCAN STEEL’S CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulations 2015. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company. as well as theconsequences of violation. The Policy has been formulated to regulate monitor and ensurereporting of deals by employees and to maintain the highest ethical standards of dealingin Company Securities.

The Insider Trading Policy of the Company covering code of Practices and procedures forfair disclosures of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website at www.scansteels.com -Investor Relations Segment.

COMPLIANCE WITH CODE OF ETHICS FOR BOARD OF DIRECTORS AND SENIOR EXECUTIVES

All Directors and Senior Management Personnel have affirmed Compliance with the Code ofEthics for Board of Directors and Senior Executives. A Declaration to that effect isattached with the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 134(3)(c) and 134(5) of the Companies Act2013 your directors hereby state and confirm that —

a) In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31 2016 and of the profitand loss of the company for the year ended on that date;

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITOR’S REPORT

STATUTORY AUDITORS

The Auditors M/s. SRB & Associates Chartered Accountant (Firm's Registration No.310009E) (SRB) of Bhubaneswar were appointed with your approval at the 21st AGM for aperiod of five years to hold such office till the conclusion of the 26th AGM.

In terms of the first proviso to section 139 of the companies act 2013 theappointment of the Auditors shall be placed for ratification at every annual generalmeeting . Accordingly The Board on the recommendation of the Audit Committee hasrecommended for the ratification of the Members the appointment of SRB from the conclusionof the ensuing AGM till the conclusion of the 24th AGM. Appropriate resolution for thepurpose is appearing in the Notice convening the 23rd AGM of the Company.

The Company has received necessary consent and certificates under Section 139 from theabove Auditors to the effect that they satisfied the criteria provided in section 141 ofthe Companies Act 2013 read with Cos. (Audit &Auditors) Rules 2014.

No frauds have been reported by the Auditors under Section 143 (12) of the CompaniesAct 2013 requiring disclosure in the Board Report.

AUDITORS’ REPORT

Explanation to Auditor’s emphasis of matter:

Auditors have in their report drawn attention to Note No. 2 (vi) to the financialstatements regarding default of company on repayment of debts to consortium lenders

In the opinion of the Board The banker State Bank of India being leader of Consortiumhas treated its lending facilities to the company as non-performing on 28th November2015. The insufficient cash flow due to drastic reduction in prices of steel productscheaper imports into India & slowdown of global economy being the reasons for nonhonoring commitments to the bank. As a result interest component on such loan of Rs800000000 has not been provided in the financial statement for the period from 20thDecember 2015 to 31st March2016 which has impact on the profitability for the year underreporting the said figure not being determinable as of now. Further in relation to thisone more banker has classified the lending facilities of Rs 58400000 as non-performingas per their communication letter subsequent to balance sheet date and before signing ofthe financial report.

Auditors have in their report drawn attention to Note No. 2 (xi) to thefinancial statements regarding reduction in value of inventory amounting Rs 784286306/-

In the opinion of the Board This denotes the reduction in value of inventory held forday to day operation as raw materials finished goods semi-finished goods and tradinggoods of the company. The reduction in value of stock arose due to sharp decline infinished goods price mainly arose on account of cheaper import of steel into India andfall in international raw material prices. During this slowdown of economy the companyhas suffered a lot. The company has calculated reduction value amounting to Rs784286306 which has been treated as non-current assets in the audited financialstatement for the year under review. The board of directors has decided to amortize thisamount in the subsequent years by charging to profit & loss account on proportionatebasic.

Except of the emphasis of matters mentioned above all other observations made by theStatutory Auditors in their report for the financial year ended 31st March 2016 read withthe explanatory notes therein are self-explanatory and therefore do not call for anyfurther explanation or comments from the Board under Section 134(3) of the Companies Act2013.

COST AUDITORS

Pursuant to Section 148 (2) of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 your Company is required to get its costaccounting records audited by Cost Auditor.

Accordingly the Board at its meeting held on May 24 2016 has on the recommendation ofthe Audit Committee re-appointed M/s. Ray Nayak & Associates Partner CMA. ChaitanyaKumar Ray Cost Accountants having office at MIG-26 Manorama Estate RasulgarhBhubaneswar – 751010 (Odisha) as the Cost Auditors of the Company to conduct theaudit of the cost accounting records of the Company for the financial year 2016-17 on aremuneration of Rs 30000/- plus service tax as applicable and reimbursement of actualtravel and out of pocket expenses.

The remuneration is subject to the ratification of the members in terms of Section 148read with Rule 14 of the Companies (Audit and Auditors) Rules 2014 and is accordinglyplaced for your ratification.

The Cost Auditor submitted their Cost Audit Reports for the financial year 2015-2016 tothe Board and the report does not contain any qualification reservation or adverseremark.

SECRETARIAL AUDITORS AND AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. K.K.Giri & Associates a Practicing Company Secretary (CP No-14459)having office at MIG 9/11 Arya Vihar Sailashree Vihar Bhubaneswar – 751021 toundertake the Secretarial Audit of the Company. The Report of the Secretarial Auditcarried out is annexed herewith as Annexure "E".

The report does not contain any observation or qualification requiring explanation orcomments from the Board under Section 134(3) of the Companies Act 2013.

The Board at its meeting held on August 20 2016 has reappointed M/s. K.K.Giri &Associates a Practicing Company Secretary (CP No-14459) having office at MIG 9/11 AryaVihar Sailashree Vihar Bhubaneswar –751021 as Secretarial Auditor for conductingSecretarial Audit of the Company for FY 2016-17.

AUDIT COMMITTEE.

Audit Committee is constituted as per Regulation 18 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 read with Section 177 of the Companies Act2013. Composition of Audit Committee is as per Section 177 (8) of Companies Act 2013. thePrime Objective of the Committee is to monitor and provide effective supervision of theManagement‘s financial reporting process to ensure accurate and timely disclosureswith the highest levels of transparency integrity and quality of financial reporting.

Composition and Terms of reference of the Committee is explained in Detail in theCorporate Governance Part of this Annual Report.

There was no recommendation as such in the Financial Year 2015-2016 from the AuditCommittee which was not accepted by the Board.

VIGIL MECHANISM

In pursuance of Section 177(9) of the Companies Act 2013 and Regulation 22 read withRegulation 4(2)(d)(iv) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 Vigil Mechanism has been Constituted fordirectors and employees to report genuine concerns and Audit committee shall oversee thevigil mechanism through the committee and provide adequate safeguards againstvictimization of employees and directors who availed of the vigil mechanism and have adirect access to the chairman of the audit committee in exceptional case.

In case of repeated frivolous complaints being filed by the director or an employee theaudit committee may take suitable action including reprimand if necessary.

CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholders Relationship Committee According to 178 (5) ofthe Companies Act 2013 and Regulation 20 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The SR Committee is primarily responsible to review allmatters connected with the Company’s transfer of securities and redressal ofshareholders’ / investors’ / security holders’ complaints. The Committeealso monitors the implementation and compliance with the Company’s Code of Conductfor prohibition of Insider Trading.

Composition and Terms of Reference of the SR Committee is Detailed in CorporateGovernance Report Part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The Board has set up a Nomination and Remuneration Committee In compliance with Section178 of the Companies Act 2013 and Regulation 19 of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations 2015. This Committee isresponsible for making Policy pursuant to Proviso to Section 178 (3) & (4) read withRules made there under and Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and / or recommending to the Board theremuneration package Directors KMP & other employees including their annualincrement and commission after reviewing their performance and also to decide the Criteriafor determining appointment Qualifications Positive attributes and Independence of aDirector

The Details Regarding the Composition of the Committee Meetings held and Terms Ofreference etc.. is Detailed in Corporate Governance Report Part of this Annual Report. Andthe Detailed Nomination and Remuneration Policy is attached as Annexure ‘D’ tothis Report.

CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Scan Steels’s commitment towards excellence in Health Safety and Environment isone of the company's core values by complying with the Laws and Regulations first andthen going beyond the mandate to keep our planet safe for future generations. Minimizingthe environment impact of our operations assumes utmost priority.

The company is unwavering in its policy of ''safety of persons overrides all productiontargets'' which drives all employees to continuously break new grounds in safetymanagement for the benefit of the people property environment and the communities inwhich Scan Steels operates. Our dedicated measures by conducting the Risk AssessmentIdentification of significant environment aspects of all manufacturing plants andsignatory commitment of Responsible Care Greatest emphasis is given to safety measuresfor minimizing accidents and incidents.

In View of the above The Board has Constituted Corporate Social ResponsibilityCommittee to Comply the Section 135 of the Companies Act 2013. Composition and Terms ofReference of which is Detailed in Corporate Governance Report Part of this Annual Report.

RISK MANAGEMENT

During the year your Directors have constituted a Risk Management Committee inCompliance with Companies Act 2013 and Regulation 21 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 which has been entrusted with theresponsibility to assist the Board in (a) Overseeing and approving the Company’senterprise wide risk management framework; and (b) Overseeing that all the risks that theorganization faces such as strategic financial credit market liquidity securityproperty IT legal regulatory reputational and other risks have been identified andassessed and there is an adequate risk management infrastructure in place capable ofaddressing those risks. A Risk Management Policy was reviewed and approved by theCommittee and which can be accessed on the website of the Company at www.scansteels.com -Investor Relations Segment.

The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company’s managementsystems organizational structures processes standards code of conduct and behaviorstogether form the Scan Steels Management System that governs how the Group conducts thebusiness of the Company and manages associated risks.

The Company has introduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities. This integration is enabled byall three being fully aligned across Group wide Risk Management Internal Control andInternal Audit methodologies and processes.

RE-CONSTITUTION OF VARIOUS BOARD COMMITTEE

Pursuant to Re- Composition of Board Various Committees of the Company has been Re-constituted in compliance with Applicable Provisions of Companies Act 2013 andRegulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015with Inclusion and Exclusion of New Members of the Committee in the Board Meeting Held on24/05/2016. Composition and Terms of reference of the Committees is explained in Detail inthe Corporate Governance Part of this Annual Report.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules there under.

Your Directors state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

CORPORATE GOVERNANCE

Transparency is the cornerstone of your Company’s philosophy and all requirementsof Corporate Governance are adhered to both in letter and spirit. All the Committees ofthe Board of Directors meets at regular intervals as required in terms of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015. Your Board of Directors hastaken all necessary steps to ensure compliance with all statutory requirements. TheDirectors and Key Management Personnel of your Company have complied with the approved‘Code of Ethics for Board of Directors and Senior Executives’ of the Company.

The Report on Corporate Governance as required under the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 forms part of this Annual Report. TheAuditors’ Certificate on compliance with Corporate Governance requirements is alsoattached to Corporate Governance’s Report. Further as required under Regulation 17(8)of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 acertificate from the Whole- Time Director & CFO is being annexed with this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management’s Discussion and AnalysisReport for the year under review is presented in a separate section forming part of theAnnual Report.

E-VOTING FACILITY AT AGM

In compliance with Section 108 of the Companies Act 2013 Rule 20 of the Companies(Management and Administration) Rules 2014 as substituted by the Companies (Managementand Administration) Amendment Rules 2015 and Regulation 44 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the company is pleased toprovide members facility to exercise their votes for all the resolutions detailed in theNotice of the 23rd Annual Report of the company and the business may be transacted throughe-voting. The company has engaged the services of Central Depository Services Limited(CDSL) as the authorized agency to provide the e-voting facility.

LISTING ON STOCK EXCHANGE

The Company continues to remain listed with Bombay Stock Exchange Limited and annuallisting fee for the same has been paid.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effectivefrom December 1 2015. Accordingly all listed entities were required to enter in to theListing Agreement within Six Months from the effective date. The Company entered intoListing Agreement with BSE Limited w.e.f 08.02.2016.

INDUSTRIAL RELATIONS

During the year under review your Company had cordial and harmonious industrialrelations at all levels of the Organization.

DISCLOSURES

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year Thirteen Board Meeting were convened and held details of the meetingsof the Board and various Committees of your Company are set out in the CorporateGovernance Report which forms part of this Report. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013 and Regulation 17of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

EXTRACT OF THE ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration ) Rules 2014 and Section 134(3)(a) ofCompanies Act 2013 is furnished in Annexure ‘F’ and is attached to this Report.

PA RTICULARS OF LOANS GUARANTEES O R INVESTMENTS UNDER SECTION 186

There were no loans and guarantees made by the Company under Section 186 of theCompanies Act 2013 during the year under review. However the company has made theinvestment in quoted securities as a long term investments and the details of theinvestments covered under the provisions of section 186 o f the companies Act 2013 aregiven in the financial statements.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy technology absorption foreign exchange earningsand outgo as required under Section 134 (3)(m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure ‘G’ and isattached to this report.

PARTICULARS OF EMPLOYEES (RULE 5(2) AND 5(3)) AND MANAGERIAL REMUNERATION ( RULE 5(1)) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014 AND UNDER SECTION 197(12) OF THE ACT

The total number of employees as on 31st March 2016 stood at 686.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) 5(2) and 5 (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annexure‘H’ in this Report.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

In term of Section 134(3)(l) of the Companies Act 2013 no material changes andcommitments have occurred after the close of the year till the date of this Report whichcould affect the financial position of the Company.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend voting orotherwise.

2. Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme save and except ESOS referred to in this Report.

3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future.

4. There is No Revision of Financial Statement or Board Report Adopted by theCompany thereby there is no Disclosures to be made by the Company u/s 131 of theCompanies Act 2013 for Voluntary Revision of Financial Statement.

5. Your Company has No Holding or Subsidiary Company and thereby Whole timeDirector of the Company do not receive any commission or remuneration from the same.Accordingly there is no Details to be Provided by the Company pursuant to Section 197 (14)of the Companies Act 2013.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude for the valuable guidance andsupport rendered by the Government of India various State Government departmentsFinancial Institutions Banks and various stakeholders such as shareholders customersand suppliers among others. The Directors also commend the continuing commitment anddedication of the employees at all levels which has been critical for the Company’ssuccess. The Directors look forward to their continued support in future.

FOR AND ON BEHALF OF THE BOARD
Ankur Madaan
Whole- Time Director
(DIN: 07002199)
Place: Mumbai Runvijay Singh Director
Date: 20th August 2016 (DIN: 02239382)