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Gallantt Metal Ltd.

BSE: 532726 Sector: Metals & Mining
NSE: GALLANTT ISIN Code: INE297H01019
BSE LIVE 12:21 | 04 Sep Stock Is Not Traded.
NSE 15:51 | 07 Aug Stock Is Not Traded.
OPEN 37.55
PREVIOUS CLOSE 39.50
VOLUME 2
52-Week high 54.05
52-Week low 32.00
P/E 9.83
Mkt Cap.(Rs cr) 305
Buy Price 0.00
Buy Qty 0.00
Sell Price 37.55
Sell Qty 111557.00
OPEN 37.55
CLOSE 39.50
VOLUME 2
52-Week high 54.05
52-Week low 32.00
P/E 9.83
Mkt Cap.(Rs cr) 305
Buy Price 0.00
Buy Qty 0.00
Sell Price 37.55
Sell Qty 111557.00

Gallantt Metal Ltd. (GALLANTT) - Director Report

Company director report

Your Directors have pleasure in presenting the 12th Annual Report of the Company andthe Annual Accounts for the year ended 31st March 2016.

WORKING RESULTS

(Rs in Lacs)
Financial Results Standalone Standalone Consolidated
2016 2015 2016
Net Sales/Income from operation (Net of Excise Duty) 66997.01 72033.46 66997.01
Other Income 353.41 171.62 353.41
Profit before Interest Depreciation and Tax 6841.79 6534.14 6841.79
Less: Finance Cost 704.15 1170.25 704.15
Profit before Depreciation & Tax 6137.64 5363.89 6137.64
Less: Depreciation (including amortization) 1755.23 1686.26 1755.23
Profit Before Tax 4382.41 3677.63 4382.41
Tax Expenses 224.10 282.75 224.10
Profit After Tax 4158.31 3394.88 4158.31
Share of Profit and Loss from Associate - - 416.16
Profit for the year - - 4574.48

PERFORMANCE REVIEW & STATE OF COMPANY’S AFFAIRS

Net sales for the year were lower by 7.52% over the previous financial year. Profitbefore Depreciation Interest and Taxation (PBDIT) was higher by 4.71% at Rs 6841.78 Lacs(previous year Rs 6534.15 Lacs). With depreciation (including amortisation) of Rs1755.23 Lacs (previous year Rs 1686.26 Lacs) and finance cost Rs 704.15 Lacs (previousyear Rs 1170.25 Lacs) Profit Before Tax and Profit after Tax stood at Rs 4382.40 Lacsand Rs 4158.30 Lacs. Earnings per Share (EPS) is Rs 5.11 for the Financial Year endedMarch 31 2016. Your Directors are pleased to report that consistent efforts and policy tocut down the cost has resulted in increase in the profitability reduction in per unit costand consequently enabled the company to achieve better margins and face competitors moreefficiently. There are no material changes and commitments affecting the financialposition of your Company which have occurred between the end of the financial year 2015-16and the date of this Report. We engage with our potential customers and try to integratetheir insights into our products. We provide value and quality for the discerningcustomer. The real estate sector continued to remain weak during the year under reviewwhich also slowed down the allied sectors including the building material sector. Theturnaround has been slower than expected a factor which led retailers to go slow. Thisimpacted the organisations engaged in the building material business adversely. With theRBI reducing rates along with a turnaround in the infrastructure sector the real estatesegment is expected to report a better performance in the coming years which will in turnhelp the building material industry as a whole.

DIVIDEND

In view of conserving resources of the Company for future plan and to strengthen itsfund and liquid position Directors are unable to recommend any dividend.

TRANSFER TO RESERVE

Your Company has earned a total profit after tax of Rs 4158.31/- Lacs which has beentransferred to General Reserve for the purpose of future expansions and acquisitions orother purposes.

DIRECTORS’ RESPOSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

a. In the preparation of the annual accounts the applicable accounting standards havebeen followed.

b. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

c. The directors have 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 have prepared the annual accounts on a going concern basis.

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.

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

CORPORATE GOVERNANCE

As required by Regulation 34 and Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Corporate Governance Report ManagementDiscussion and Analysis and the Auditor’s Certificate regarding compliance ofconditions of Corporate Governance form part of the Annual Report. Your Company is fullycompliant with the Corporate Governance guidelines as laid out in Regulation 27 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. All the Directors(and also the members of the Senior Management) have affirmed in writing their compliancewith and adherence to the Code of Conduct adopted by the Company.

LISTING INFORMATION

The Equity Shares in the Company are in dematerialized form and is listed with BombayStock Exchange Limited and National Stock Exchange of India Limited. The Listing Fee hasbeen paid to the Stock Exchanges for the year 2016-17. The ISIN No. of the Company isINE297H01019.

CREDIT RATING

Fitch India Ratings (hereinafter referred to as "Fitch") has assigned gradeA- for credit rating of Term Loan and Grade A2 for working capital facilities.

FIXED DEPOSITS

The Company has not accepted any deposit within the meaning of Chapter V of theCompanies Act 2013 and the Rules framed there under.

AUDITORS & AUDITORS’ REPORT

M/s. A. K. Meharia & Associates Chartered Accountants statutory auditors of theCompany was reappointed as the Auditors of the Company at the previous Annual GeneralMeeting. As per the provisions of Section 139 of the Companies Act 2013 StatutoryAuditors of the Company hold office until the conclusion of the 13th Annual GeneralMeeting. Necessary certificate has been obtained from the Auditors as per Section 139(1)of the Companies Act 2013.

The notes on accounts referred to the Auditors’ Report are self-explanatory andtherefore do not call for any further explanation.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under section 134(3) (m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure-I to thisDirectors’ report.

COST AUDIT

M/s. U. Tiwari & Associates Cost Accountants were appointed with the approval ofthe Central Government to carry out the cost audit in respect of the Company for thefinancial year 2015-16. Based on the recommendation of the Audit Committee M/s. U. Tiwari& Associates Cost Accountants being eligible have also been appointed by the Board asthe Cost Auditors for the financial year 2016-17.

FINANCE AND ACCOUNTS DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIALSTATEMENTS

Tight control was kept over the finances of your Company. Your Company could reduce itsfinance cost through judicious working capital management and operational efficiencies.Your Company remains focused to reduce its borrowings. Your Company met its financialcommitments in servicing debt and repayment thereof in a timely manner. Capitalexpenditure programme was fully met.

Your Company has put in place adequate internal financial controls with reference tothe financial statements some of which are outlined below: Your Company has adoptedaccounting policies which are in line with the Accounting Standards prescribed in theCompanies (Accounting Standards) Rules 2006 that continue to apply under Section 133 andother applicable provisions if any of the Companies Act 2013 read with Rule 7 of theCompanies (Accounts) Rules 2014. These are in accordance with generally acceptedaccounting principles in India. Your Company has a robust financial closureself-certification mechanism wherein the line managers certify adherence to variousaccounting policies accounting hygiene and accuracy of provisions and other estimates.

PERSONNEL INDUSTRIAL RELATIONS AND MARKETING EMPLOYEE RELATIONS

Your Company believes in a system of Human Resource Management which rewards meritbased performance and playing an active role in improving employee skills.

Actions during the year under review were supportive of this policy.

One of your Company’s key strengths is its people. Relations with employeesremained cordial and satisfactory. Your Board would like to place on record itsappreciation of employees for their contributions to the business.

Your Company believes in a system of Human Resource Management which rewards meritbased performance and playing an active role in improving employee skills. The details ofthe ratio of the remuneration of each Director to the median employee’s remunerationand other particulars and details of employees in terms of Section 197(12) read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forms a part of this Report. The details of the employee’s remuneration as requiredunder the said section and Rule 5(2) & 5(3) of the said Rules forms a part of thisReport and are available at the Registered Office of the Company during working hoursbefore the Annual General Meeting and shall be made available to any Member on request.

BOARD OF DIRECTORS AND SENIOR EXECUTIVE

In terms of Sections 149 152 Schedule IV and other applicable provisions if any ofthe Companies Act 2013 read with Companies (Appointment and Qualification of Directors)Rules 2014 the Independent Directors can hold office for a term of up to five (5)consecutive years on the Board of Directors of your Company and are not liable to retireby rotation. Mr. Ramesh Kumar Chaoudhary (DIN: 00558707) has tendered his resignation fromthe Directorship of the Company effective from May 30 2016. In terms of Sections 149152 Schedule IV and other applicable provisions if any of the Companies Act 2013 readwith Companies (Appointment and Qualification of Directors) Rules 2014 Mr. Mayank Daga(DIN: 07581076) has been appointed as an Additional Director qualified to be anIndependent Director. He can hold office for a term of upto five consecutive years on theBoard of Directors of your Company and are not liable to retire by rotation.

The Board of Directors comprises of Eight Directors of which four are IndependentDirectors. In terms Section 152 of the Companies Act 2013 Mr. Prashant Jalan (DIN:06619739) liable to retire by rotation at the ensuing Annual General Meeting and eligiblefor reelection.

Tenure of Mr. Prashant Jalan (DIN: 06619739) as a Whole-time Director (Director-PlantOperations) shall be terminated on August 11 2016. At their meeting held on August 082016 Mr. Prashant Jalan (DIN: 06619739) has been reappointed as a Whole-time Director ofthe Company for a period of three years on the terms and conditions as embodied in theAgreement entered into between the Company and Mr. Prashant Jalan. Mr. Prashant Jalanshall be liable to retire by rotation. Appointment of Mr. Prashant Jalan is subject to theapproval of the shareholders of the Company.

INSURANCE

All the insurable interests of your Company including inventories buildings plant andmachinery and liabilities under legislative enactments are adequately insured.

INTERNAL COMPLAINT REGARDING SEXUAL HARRASSMENT

There were no cases of sexual harassment of woman at work place. Also there are noinstances of child labour/ forced labour/ involuntary labour and discriminatory employmentduring the year.

OUTLOOK AND EXPANSION

The Government is implementing sweeping reforms in the agricultural manufacturing andservices sectors while putting emphasis on infrastructure creation and encouragingentrepreneurship. India is a large and growing consumer economy; both urban as well asrural markets offer a humongous growth potential. Rising aspirations growing disposableincome digital conveniences and supportive government policies have helped create anoverall macro environment of positivity. The Real Estate sector is showing more strengthand hence business improvement is on the upswing. Your company plans to take theperformance to the next level by modernization installing high tech and time savingmachinery and supportive systems improving quality of work by employee training.

Expansion Project:

The expansion plan by further investment in installation of new capacities andtechnology upgradation and modern machinery for increasing the capacity of the existingUnits are being implemented. We believe that growing scale enhancing quality standardsand growing market reach will keep us ahead of the curve. During FY 2016-17 we will focuson Consolidate our market leadership across steel segment Expand our sales anddistribution increase market presence in steel segment Enhance Return on investment(ROI) through strategic business planning.

AWARD AND RECOGNITIONS

During the previous year Company has not received award or recognition.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of loans guarantees and investments u/s 186 of the Companies Act 2013is annexed herewith as Annexure-II.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report are annexed herewith as Annexure-III.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR

Mr. Ramesh Kumar Choudhary (DIN: 00558707) has tendered his resignation from theDirectorship of the Company effective from May 30 2016. In terms of Sections 149 152Schedule IV and other applicable provisions if any of the Companies Act 2013 read withCompanies (Appointment and Qualification of Directors) Rules 2014 Mr. Mayank Daga (DIN:07581076) has been appointed as an Additional Director qualified to be an IndependentDirector. All the Independent Directors have given declarations that they meet thecriteria required under section 149(6) of the Companies Act 2013.

Mr. Mayank Daga can hold office for a term of upto five consecutive years on the Boardof Directors of your Company and are not liable to retire by rotation. Tenure of Mr.Prashant Jalan (DIN: 06619739) as a Whole-time Director (Director-Plant Operations) shallbe terminated on August 11 2016. At their meeting held on August 08 2016 Mr. PrashantJalan (DIN: 06619739) has been reappointed as a Whole-time Director of the Company for aperiod of three years on the terms and conditions as embodied in the Agreement enteredinto between the Company and Mr. Prashant Jalan. Mr. Prashant Jalan shall be liable toretire by rotation. Appointment of Mr. Prashant Jalan is subject to the approval of theshareholders of the Company.

NUMBER OF MEETINGS OF BOARD AND AUDIT COMMITTEE HELD DURING THE YEAR 2015-2016

The details of the number of Board and Audit Committee meetings of your Company are setout in the Corporate Governance Report which forms part of this Report.

DETAILS OF POLICIES

(i) Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Company’s Remuneration Policy is available on the Company’swebsite www.gallantt.com and the same is attached herewith as Annexure - IV.

(ii) Corporate Social Responsibility Policy (CSR)

The Board has on the recommendation of the CSR Committee approved the CSR Policy. TheCompany’s CSR Policy is available on the Company’s website www. gallantt.com andthe same is attached herewith as

Annexure - V.

Annual Report on CSR as required under Rule 8 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 is also attached herewith as Annexure-VI.

(iii) Risk Management Policy

Business Risk Evaluation and Management is an ongoing process within the Organization.Pursuant to Section 134(3)(n) of the Companies Act 2013 the Board has framed a RiskManagement Policy for the Company. The Company has in place a mechanism to identifyassess monitor and mitigate various risks to key business objectives. Major risksidentified by the business and functions are systematically addressed through mitigatingactions on a continuing basis. At present the company has not identified any element ofrisk which may threaten the business (or) existence of the company.

(iv) Whistle Blower Policy - Vigil Mechanism

Your Company has formulated a Vigil Mechanism Policy with a view to provide a mechanismfor employees and directors of the Company to approach the Chairman of the Audit Committeeto ensure adequate safeguards against victimisation. This policy would help to create anenvironment wherein individuals feel free and secure to raise an alarm whenever anyfraudulent activity takes place or is likely to take place. It will also ensure thatcomplainant(s) are protected from retribution whether within or outside the organization.The Board has elected Mr. Rajesh Upadhyaya Company Secretary as the Whistle Officer underthe vigil mechanism policy. The details of establishment of the Vigil Mechanism Policy isdisplayed on the website of the Company www. gallantt.com

BOARD COMMITTEES

Details of Audit Committee Nomination & Remuneration Committee Stakeholders’Relationship Committee and Corporate Social Responsibility Committee have been disclosedunder Corporate Governance Report.

DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARDALONG WITH REASONS

The same is not applicable as the Audit Committee’s recommendations were acceptedand implemented by the Board.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR -

Company does not have Subsidiary Company. Your Company holds more than 20% shareholdingin Gallantt Ispat Limited thereby making it as an Associate.

SECRETARIAL AUDITORS

Ms. Khusboo Goenka Practising Company Secretary having office address at 204 RamKrishna Samadhi

Road 2nd Floor Kolkata - 700054 has been appointed as Secretarial Auditors of theCompany for the FY ended 31.03.2016. The Secretarial audit report received from theSecretarial Auditors is annexed to this report marked as Annexure - VII and forms part ofthis report.

PARTICULARS OF CONTRACTS/ARRANGEMENTS/ TRANSACTIONS WITH RELATED PARTIES

Related Party Transactions entered into during the year under review were onarm’s length basis and in the ordinary course of business for the operational andadministrative benefits of the Company. There were no contracts/arrangements/transactionswith related parties which could be considered as material and which may have a potentialconflict with the interest of the Company at large. Accordingly no contracts/arrangements/transactions are being reported in Form AOC-2. Related Party Transactionsduring the Financial Year ending 31.03.2016 being arm’s length transactions havebeen reported in the financial statements and forms part of this report. The AuditCommittee and the Board of Directors of the Company have formulated the Policy on dealingwith RPTs and a Policy on materiality of RPTs which is uploaded on the website of theCompany and can be accessed through the website of the Company www.gallantt.com

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES

Pursuant to the provisions of Section 129(3) of the Act a statement containingperformance & salient features of the financial statements of Company’s associateCompany in Form AOC-1 is attached as Annexure-VIII.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Act the details forming part of theextract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-IX.

PARTICULARS OF EMPLOYEES

Particulars of Employees and Related disclosures No employee of the Company is coveredunder the provisions of Section 197(12) of the Companies Act 2013 read with Rules 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. List of top ten employees are given in page no. 10.

MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are as under: (a) ratio of theremuneration of each director to the median remuneration of the employees of the Companyfor the financial year;

Name Designation Ratio to median remuneration of employees
Chandra Prakash Agrawal Chairman & Managing Director 8.38 : 1
Dineshkumar Raghubir Prasad Agarwal Whole-time Director 8.38 : 1
Prashant Jalan Director (Plant-Operation) 2.79 : 1
Nitin M Kandoi Non-executive Director -
Jyotirindra Nath Dey Independent Director -
Prasant Kankrania Independent Director -
Richa Bhartiya Independent Director -

(b) percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;

Name Designation % increase
Chandra Prakash Agrawal Chairman & Managing Director 7.14
Dineshkumar Raghubir Prasad Agarwal Whole-time Director 7.14
Prashant Jalan Director (Plant Operation) 11.11
Nitin M Kandoi Non-executive Director -
Jyotirindra Nath Dey Independent Director -
Ramesh Kumar Choudhary Independent Director -
Prasant Kankrania Independent Director -
Richa Bhartiya Independent Director -
Sandip Kumar Agarwal Chief Financial Officer 4.01
Rajesh Upadhyaya Company Secretary 8.67

(c) percentage increase in the median remuneration of employees in the financial year:56.64%

(d) number of permanent employees on the rolls of company: 651

(e) explanation on the relationship between average increase in remuneration andcompany performance:

The profit before tax for the financial year ended March 31 2016 increased by 19.16%and the profit after tax for the financial year ended March 31 2016 increased by 22.49%(on post-amalgamation basis) whereas the increase in median remuneration is 54.64%. Theaverage increase in median remuneration is in line with the performance of the company.

(f) comparison of the remuneration of the Key Managerial Personnel against theperformance of the company;

The total remuneration of KMP increased by 7.25% whereas the profit before taxincreased by 19.16% and the profit after tax increased by 22.49%.

(g) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

60.36% (non-Managerial personnel) 26.31% (Managerial Personnel)

(h) comparison of remuneration of each of the Key Managerial Personnel against theperformance of the company;

Name Designation % increase Comparison
Chandra Prakash Agrawal Chairman & Managing Director 7.14 The profit before tax for the financial year ended March 31 2016 increased by 19.16% and the profit after tax for the financial year ended March 31 2016 increased by 22.49% whereas the increase in median remuneration is 56.64%.
Dineshkumar Raghubir Prasad Agarwal Whole-time Director 7.14
Prashant Jalan Director (Plant Operation) 11.11
Nitin M Kandoi Director Non-Executive Director -
Sandip Kumar Agarwal Chief Financial Officer 4.01 The average increase in median remuneration is in line with the performance of the company.
Rajesh Upadhyaya Company Secretary 8.67

(i) the key parameters for any variable component of remuneration availed by thedirectors; Company’s financial results the performance of the business unitindividual performance skills and competence fulfillment of various improvement targetsor the attainment of certain financial objectives.

(j) the ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year; 1:1.27 & 1:2.11.

(k) We hereby affirm that the remuneration paid to the managerial and non-managerialpersonnel is as per the Remuneration Policy of the Company approved at the board meetingdated 30.05.2014.

The Remuneration policy of the Company comprising the appointment and remuneration ofthe Directors Key Managerial Personnel and Senior Executives of the Company includingcriteria for determining qualifications positive attributes independence of a Directorand other related matters has been provided in the Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI Regulations.

Agreement the Board has carried out the annual performance evaluation of the Directorsindividually as well as evaluation of the working of the Board and of the Committees ofthe Board by way of individual and collective feedback from Directors.

Pursuant to Para VII of Schedule IV of the Companies Act 2013 and SEBI Regulations ameeting of the Independent Directors of the Company was convened to perform the following:Review the performance of non-independent directors and the Board as a whole; Review theperformance of the Chairperson of the Company taking into account the views of executivedirectors and nonexecutive directors; Assess the quality quantity and timeliness of flowof information between the Company management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.

Further the Nomination and Remuneration Committee also evaluated the performance ofall the directors of the Company.

The criteria for evaluation are briefly provided below: Role & Accountability

- Understanding the nature and role of Independent Directors’ position.

- Understanding of risks associated with the business.

- Application of knowledge for rendering advice to management for resolution ofbusiness issues.

- Offer constructive challenge to management strategies and proposals.

- Active engagement with the management and attentiveness to progress of decisionstaken.

Objectivity

- Non-partisan appraisal of issues.

- Own recommendations given professionally without tending to majority or popularviews.

Leadership & Initiative

- Heading Board Sub-committees.

- Driving any function or identified initiative based on domain knowledge andexperience.

Personal Attributes

- Commitment to role & fiduciary responsibilities as a Board member.

- Attendance and active participation.

- Proactive strategic and lateral thinking.

FAMILIARISATION PROGRAMME

Your Company follows a structured orientation and familiarization programme throughvarious reports/ codes/internal policies for all the Directors with a view to update themon the Company’s policies and procedures on a regular basis.

Periodic presentations are made at the Board Meetings on business and performance longterm strategy initiatives and risks involved.

CODE OF CONDUCT

Your Company has adopted a Code of Conduct for members of the Board (incorporatingduties of Independent Directors) and the Senior Management. The Code aims at ensuringconsistent standards of conduct and ethical business practices across the Company. YourCompany has received confirmations from all concerned regarding their adherence to thesaid Code. Pursuant to Regulation 17(5) of the Securities & Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 Mr. C. P. AgrawalChairman & Managing Director confirmed compliance with the Code by all members of theBoard and the Senior Management.

The full text of the Code is hosted on the Company’s website www.gallantt.comunder the weblink: http:// gallantt.com/pdfs/code_of_conduct.pdf.

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has adopted a Code of Conduct as per Securities and Exchange Board ofIndia (SEBI) (Prohibition of Insider Trading) Regulations 2015. All Directors DesignatedEmployees who could have access to the Unpublished Price Sensitive Information of theCompany are governed by the Code. During the year under review there has been duecompliance with SEBI (Prohibition of Insider Trading) Regulations 2015. Gallantt IspatLimited - Code for Fair Disclosure’ are available on the Company’s websitewww.gallantt.com under the weblink: http://gallantt.com/pdfs/Code%20of%20conduct%20of%20Insider%20Trading/GML/ GML%20CODE%20OF%20CONDUCT.pdf

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position ofthe Company since the close of financial year i.e. since 31st March 2016 till the date ofthis Report. Further it is hereby confirmed that there has been no change in the natureof business of the Company.

Significant and material orders passed by the regulators / courts / tribunals impactingthe going concern status and the Company’s operations in future As such there is nosignificant and material order by the regulator/court/tribunals impacting the goingconcern status and the Company’s operation in future.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asSecurities & Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.

GENERAL

a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise; and

b) Your Company does not have any ESOP scheme for its employees/Directors.

c) There were no changes in the share capital or the nature of business or the KeyManagerial Personnel of the Company.

ACKNOWLEDGEMENT

The Board appreciates the commitment and dedication of its employees across all thelevels who have contributed to the growth and sustained success of the Company. We wouldlike to thank all our customers vendors bankers and other business associates for theircontinued support and encouragement during the year. We also thank the Government ofIndia Government of Uttar Pradesh and all Other Government Agencies for their supportduring the year and look forward to the same in the future.

On behalf of the Board
Place: Kolkata C. P. Agrawal
Date: August 08 2016 Chairman

ANNEXURE - I

FORM -A

Disclosure of Particulars with respect to conservation of energy

Particulars 2015-16 2014-15
A. Power & Fuel Consump on
1 Electricity
(a) Purchased
Total Unit in Lacs 130.52 146.84
Amount Rs in Lacs 1178.59 1202.76
Rate Per Unit (Rs) 9.03 8.19
(b) Own Generation
Total Units in Lacs 2205.17 1978.95
Amount Rs In Lacs 6734.31 7025.49
Rate per Unit 3.05 3.55
2. Coal
Quantity- M.T. 270325 245925
Total Cost- Rs. in Lacs 10715.76 12541.12
Average rate - Rs. per M.T. 3964 5100
3. Furnace Oil
Quantity (K. Ltrs.) 148.55 227.78
Total Cost (Rs Lacs) 30.68 90.31
Average Rate (Rs / K. Ltrs.) 20655 39649
B. Consumption per unit of production
1. Electricity (Unit/M.T.)
Sponge Iron 76 74
Rolling 110 107
SMS (Furnace) 789 788
2. Coal (Kg/M.T.)
Sponge Iron 833 826
Rolling (M.S. Bar) 19 19
Power Plant (Per 1000 KWH) 593 551

FORM -B

Disclosure of Particulars with respect to technology absorption RESEARCH &DEVELOPMENT (R&D) Specific areas in which R & D carried out by the Company

No Research & Development work has been carried out by the Company. TECHNOLOGYABSORPTION ADAPTATION AND INNOVATION

1. Efforts in brief made towards technology absorption adaptation etc.

Absorbing and adapting latest technology in maintenance system. Technical Interactionwith expert.

_ Continuous efforts are being made towards improvements in existing productionprocess.

2. Benefits derived as a result of the above efforts

Improvement in quality of products.

Cost reduction

Improvement in the existing process and productivity.

Knowledge of updated technology.

FOREIGN EXCHANGE EARNINGS AND OUTGO

1. Ac vi es rela ng to export ini a five taken to increase exports development of newexport markets for products and export plans. - Nil

2. Total foreign exchange used and earned

2015-2016 2014-2015
(Rs in Lacs) (Rs in Lacs)
CIF Value of imports 18998.56 13595.00
Expenditure in foreign currency 27.41 25.21
Earning in foreign currency - -

ANNEXURE - II

LOANS INVESTMENT & GUARANTEE U/S. 186 OF THE COMPANIES ACT 2013

Sl. No. Par culars Loans Investments Guarantee
1.

In pursuance of Sec on 197 of the Companies Act 2013 read with Rule 5 of Companies(Appointment and Remunera on of Managerial Personnel) Rules 2014 details of Top 10Employees of Gallan Metal Limited are as:

Name Designa on Remunera on Nature of Job Qualica ons & Experience Date of Joining Age Last Employ- ment % Equity Shares held whether a rela ve of any director or manager
Anmol K. Anand President 3798000 Plant Opera on B.E. 35 Years 01.04. 2014 57 Greensol Power System P. Ltd. 2000 No
Mahesh K.H. Gupta President 2280000 Administra on B. Com. 35 Years 01.04. 2004 68 Ganesh Laxmi Processors P. Ltd. NIL No
Rajnish Srivastva DGM Instrumen- ta on 1522066 Plant Instrument B.E. (Instr. ) 20 Years 16.09. 2013 47 Rauza Gaon Chini Mill Balrampur NIL No
Awdhesh Sharma General Manager 1374924 General Management B.E (Mech.) 20 Years 15.12. 2014 46 SMC Power Genera on Ltd. NIL No
Balvinder Dhiman Rai V.P. Power Plant 1144818 Opera on of Power Plant B.E. (Elect.) 34 Years 09.05. 2014 59 K.R. Pulp & Papers Ltd. NIL No
Rajesh Upadhyaya Company Secretary 1021080 Corporate Secretariat B-Com Company Secretary 17 Years 04.08. 2005 38 Bachchhat Investment & Finance Ltd. NIL No
Sandeep Kumar Agarwal Chief Financial Officer 979059 Finance Accounts & Tax B-Com(H) CA (Inter) & 20 01.08. 2006 43 Govind Mills Ltd. 9796 No
Prashant Bhardwaj V.P. ( Sales ) 941400 Sales & Marke ng Graduate 15 Years 01.07. 2013 38 Kamdhenu Ispat Ltd. NIL No
Suresh Kumar Saini General Manager 722950 Managing Concast Graduate 25 Years 12.10. 2009 56 Mordan Steel Ltd. NIL No
Rajesh Agarwal Technical Manager 700743 Technical Supervision Sponge B.E. (Mech.) 10 Years 01.06. 2013 31 Asian Motor Works NIL No

Annexure - IV

Nomination and Remuneration Policy BACKGROUND

The objective of Gallantt Metal’s remuneration policy is to attract motivate andretain qualified and expert individuals that the company needs in order to achieve itsstrategic and operational objectives whilst acknowledging the societal context aroundremuneration and recognizing the interests of Gallantt Metal’s stakeholders.

BRIEF OVERVIEW UNDER COMPANIES ACT 2013

{Section 178 & Companies [Meetings of Board and its Powers] Rules 2014}

• Constitution of the Nomination and Remuneration Committee consisting of three ormore non-executive directors out of which not less than one-half shall be independentdirectors.

• The Nomination and Remuneration Committee shall identify persons who arequalified to become directors and who may be appointed in senior management in accordancewith the criteria laid down recommend to the Board their appointment and removal andshall carry out evaluation of every director’s performance.

• The Nomination and Remuneration Committee shall formulate the criteria fordetermining qualifications positive attributes and independence of a director andrecommend to the Board a policy relating to the remuneration for the directors keymanagerial personnel and senior management personnel i.e. employees at one level below theBoard including functional heads.

• The Nomination and Remuneration Committee shall while formulating the policyensure that:- - the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the companysuccessfully; - relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and - remuneration to directors key managerial personnel andsenior management involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the company and its goals.

• Such policy shall be disclosed in the Board’s report.

BRIEF OVERVIEW OF THE REVISED CLAUSE 49 OF LISTING AGREEMENT/SEBI (LODR) REGULATIONS2015 IV.

Nomination and Remuneration Committee

A. The company shall set up a Nomination and Remuneration committee which shallcomprise at least three directors all of whom shall be non-executive directors and atleast half shall be independent. Chairman of the committee shall be an independentdirector.

B. The role of the committee shall inter-alia include the following:

- Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees;

_ Formulation of criteria for evaluation of Independent Directors and the Board;

_ Devising a policy on Board diversity;

_ Identifying persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal. The company shall disclose the remuneration policy and theevaluation criteria in its Annual Report.

PRESENT POSITION OF DIRECTORS & KMP OF THE COMPANY

• The Company has constituted a Nomination and Remuneration Committee of the Boardof Directors (Board).

• At present half of the Board is consisted of Non-Executive Independent DirectorsThe Executive Chairman & Managing Director (CMD) draws remuneration from the Companyand he also occupies the same position on the Board of Gallantt Ispat Limited and isremunerated by Gallantt Ispat Limited.

• Key Managerial Personnel (KMP) consists of Chief Executive Officer (CEO) allexecutive directors and Chief Financial Officer and Company Secretary who are employees.

TERMS OF REFERENCE OF NOMINATION AND REMUNERATION COMMITTEE

• Formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration for the directors key managerial personnel and other employees.

• Act as Selection and Compensation Committee to evaluate suitability ofcandidates for various senior positions and determine appropriate compensation package forthem. Selection of related persons whether or not holding place of profit in the Companyto be carried out strictly on merit and where applicable be subjected to review by theAudit Committee of and/or the Board with approval at each stage being obtained bydisinterested Independent Directors only.

• Identify persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal.

• Removal should be strictly in terms of the applicable law/s and in compliance ofprinciples of natural justice.

• Formulation of criteria for evaluation of Independent Directors and the Board.

• Devising a policy on the Board diversity.

• Recommend to the Board remuneration including salary perquisite and commissionto be paid to the

Company’s Executive Directors on an annual basis or as may be permissible by lawsapplicable.

• Recommend to the Board the Sitting Fees payable for attending the meetings ofthe Board/ Committee thereof and any other benefits such as Commission if any payableto the Non- Executive Directors.

• Setting the overall Remuneration Policy and other terms of employment ofDirectors wherever required.

CRITERIA FOR DETERMINING THE FOLLOWING:-

Qualifications for appointment of Directors (including Independent Directors):

• Persons of eminence standing and knowledge with significant achievements inbusiness professions and/or public service.

• Their financial or business literacy/skills.

• Their steel/ power/ infrastructure/ engineering/ agro industry experience.

• Appropriate other qualification/experience to meet the objectives of theCompany.

• As per the applicable provisions of Companies Act 2013 Rules made thereunderand Listing Agreement/Regulations.

The Nomination and Remuneration Committee shall have discretion to consider and fix anyother criteria or norms for selection of the most suitable candidate/s.

Positive attributes of Directors (including Independent Directors):

• Directors are to demonstrate integrity credibility trustworthiness ability tohandle conflict constructively and the willingness to address issues proactively.

• Actively update their knowledge and skills with the latest developments in thesteel/ power/ infrastructure/ engineering/ agro industry market conditions and applicablelegal provisions.

• Willingness to devote sufficient time and attention to the Company’sbusiness and discharge their responsibilities

• To assist in bringing independent judgment to bear on the Board’sdeliberations especially on issues of strategy performance risk management resourceskey appointments and standards of conduct.

• Ability to develop a good working relationship with other Board members andcontribute to the Board’s working relationship with the senior management of theCompany.

• To act within their authority assist in protecting the legitimate interests ofthe Company its shareholders and employees.

• Independent Directors to meet the requirements of the Companies Act 2013 readwith the Rules made thereunder and the Listing Agreement/ Listing Regulations as amendedfrom time to time.

Criteria for appointment of KMP/Senior Management:

• To possess the required qualifications experience skills & expertise toeffectively discharge their duties and responsibilities.

• To practice and encourage professionalism and transparent working environment.

• To build teams and carry the team members along for achieving thegoals/objectives and corporate mission.

• To adhere strictly to code of conduct.

POLICY RELATING TO REMUNERATION OF DIRECTORS KMP & SENIOR MANAGEMENT PERSONNEL:

• To ensure that the level and components of remuneration is reasonable andsufficient to attract retain and motivate Directors KMP and other employees of thequality required to run the Company successfully.

• No director/KMP/ other employee is involved in deciding his or her ownremuneration.

• The trend prevalent in the similar industry nature and size of business is keptin view and given due weight age to arrive at a competitive quantum of remuneration.

• It is to be ensured that relationship of remuneration to the performance isclear & meets appropriate performance benchmarks which are unambiguously laid down andcommunicated.

• Improved performance should be rewarded by increase in remuneration and suitableauthority for value addition in future.

• Remuneration packages should strike a balance between fixed and incentive paywhere applicable reflecting short and long term performance objectives appropriate to theCompany’s working and goals.

• Following criteria are also to be considered:-

_ Responsibilities and duties;

_ Time & efforts devoted;

_ Value addition;

_ Profitability of the Company & growth of its business;

_ Analyzing each and every position and skills for fixing the remuneration yardstick ;

_ Standards for certain functions where there is a scarcity of qualified resources.

_ Ensuring tax efficient remuneration structures.

_ Ensuring that remuneration structure is simple and that the cost to the Company (CTC)is not shown inflated and the effective take home remuneration is not low.

_ Other criteria as may be applicable.

• Consistent application of remuneration parameters across the organisation.

• Provisions of law with regard making payment of remuneration as may beapplicable are complied.

• Whenever there is any deviation from the Policy the justification /reasonsshould also be indicated / disclosed adequately.

REVIEW

The policy shall be reviewed by the Nomination & Remuneration Committee and theBoard from time to time as may be necessary.

CORPORATE SOCIAL RESPONSIBILITY POLICY

[PURSUANT TO SECTION 135 OF THE COMPANIES ACT 2013]

1. CONCEPT & CONTEXT

The purpose of this policy is to ensure Gallantt Metal-Limited ("GML" or the"Company") affiliates and associated companies; consistently operate in amanner that minimises detrimental impacts to society and the environment. Corporate SocialResponsibility (CSR) has always been on the agenda of the Company. Pursuant to Section 135of the Companies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules2014 every Company having New Worth of Rs. 500 Crores or more or Turnover of Rs. 1000Crore or more or Net Profit of Rs. 5 Crore or more shall constitute Corporate SocialResponsibility Committee (‘CSR Committee’) and CSR Committee shall formulate andrecommend Policy. The CSR Committee so constituted formulated Policy on Corporate SocialResponsibility (CSR Policy) and recommended the same to the Board of Directors of theCompany (‘Board’) for its approval. The Board of Directors (the"Board") of Gallantt Metal Limited acting upon the recommendation of itsDirectors and CSR Committee has adopted the following policy and procedures with regardto the Company’s Social Responsibility:

CORPORATE SOCIAL RESPONSIBILITY PHILOSOPHY

GML’s continual aspirations to achieve and surpass the highest standards ofconduct and corporate social responsibility are essential components of how we measure oursuccess. GML strives to be a socially responsible company and strongly believes indevelopment which is beneficial for the society at large. This policy clearly sets forthGML’s social responsibility objectives and provides guidance on the socialresponsibilities of all individuals associated with the GML. GML’s primaryresponsibility is to ensure the long-term success of the Gallantt Group through theadoption and management of good corporate social behaviour.

OBJECTIVES OF THE POLICY

The objective of this Policy is to set guiding principles for carrying out CSRactivities by the Company and also to set up process of execution implementation andmonitoring of the CSR activities to be undertaken by the Company. The Policy shall be readin line with Section 135 of the Companies Act 2013 Companies (Corporate SocialResponsibility Policy) Rules 2014 and such other rules regulations circulars andnotifications (collectively referred hereinafter as ‘Regulations’) as may beapplicable and as amended from time to time and will inter-alia provide the following:

• Establishing a guideline for compliance with the provisions of Regulations todedicate a percentage of Company’s profits for social projects.

• Ensuring the implementation of CSR initiatives in letter and spirit throughappropriate procedures and reporting.

• Creating opportunities for employees to participate in socially responsibleinitiatives.

DEFINITIONS

"Act" means the Companies Act 2013;

"Corporate Social Responsibility" means Corporate Social Responsibility (CSR)as defined in Section 135 of the Companies Act 2013 and Companies Corporate SocialResponsibility Policy) Rules 2014; "Ministry" means the Ministry of CorporateAffairs; "Net Profit" means net profit as defined in Section 135 of theCompanies Act 2013 and Companies Corporate Social Responsibility Policy) Rules 2014 asset out below: Net Profit as per its financial statement prepared in accordance with theapplicable provisions of the Act but shall not include the following namely :(i) anyprofit arising from any overseas branch or branches of the company whether operated as aseparate company or otherwise; and (ii) any dividend received from other companies inIndia which are covered under and complying with the provisions of section 135 of theAct: Words and expressions used in this CSR Policy and not defined herein but defined inthe Act shall have the meaning respectively assigned to them in the Act.

LIST OF CSR PROJECTS/PROGRAMS/ACTIVITIES

The policy recognizes that corporate social responsibility is not merely compliance; itis a commitment to support initiatives that measurably improve the lives ofunderprivileged by one or more of the following focus areas as notified under Section 135of the Companies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules2014:

The activities involve the following:

• Eradicating hunger poverty and malnutrition promoting preventive health careand sanitation and making available safe drinking water;

• Promoting education including special education and employment enhancingvocation skills especially among children women elderly and the differently abled andlivelihood enhancement projects;

• Promoting gender equality empowering women setting up homes and hostels forwomen and orphans; setting up old age homes day care centres and such other facilitiesfor senior citizens and measures for reducing inequalities faced by socially andeconomically backward groups;

• Ensuring environmental sustainability ecological balance protection of floraand fauna animal welfare agro forestry conservation of natural resources andmaintaining quality of soil air and water;

• Protection of national heritage art and culture including restoration ofbuildings and sites of historical importance and works of art setting up publiclibraries promotion and development of traditional arts and handicrafts;

• Measures for the benefit of armed forces veterans war widows and theirdependents;

• Training to promote rural sports nationally recognized sports paralympicsports and Olympic sports;

• Contribution to the Prime Ministers’ National Relief Fund or any other fundset up by the Central Government for socio-economic development and relief and welfare ofthe Scheduled Castes the Scheduled Tribes other backward classes minorities and women;

• Contributions or funds provided to technology incubators located within academicinstitution which are approved by the Central Government;

• Rural development projects.

• Any other activities in relation of the above and all other activities whichforms part of CSR as per Schedule VII of the Act as amended from time to time.

AREA OF ACTIVITY

The Act provides that the Company shall give preference to the local area and areasaround it where it operates for spending the amount earmarked for CSR. The Company willthus give preference to conducting CSR activities in the State of Uttar Pradesh BiharWest Bengal Gujarat and such other state(s) in India wherein the Company has/will haveits operations. However the Committee may identify such areas other than stated above asit may deem fit and recommend it to the Board for undertaking CSR activities.

FUNDING AND QUANTUM OF AMOUNT FOR CSR

The Company would spend not less than 2% of the average Net Profits of the Company madeduring the three immediately preceding financial years. The surplus arising out of the CSRactivity will not be part of business profits of the Company. The corpus would thusinclude 2% of average net profits as aforesaid any income arising therefrom and surplusarising out of CSR activities. The Company may build CSR capacities of its personneland/or those of its implementing agencies through Institutions with established trackrecords of at least three financial years but such expenditure shall not exceed fivepercent of total CSR expenditure of the Company in one financial year.

However if the Company ceases to be covered under sub-section (1) of Section 135 ofthe Act for three financial years then it shall not be required to comply with theprovisions laid down under sub-section (2) to (5) of the said section till such time itmeets the criteria specified in sub-section (1) of the Act.

THE PROCESS TO MONITOR SUCH PROJECTS OR PROGRAMS

The CSR Committee of the Board of Directors of the Company shall approve to the Boardof Directors the projects and activities to be undertaken by the Company out of theactivities stated hereinabove as per Schedule VII of the Companies Act 2013. The CSRCommittee shall recommend from time to time the amount of expenditure to be incurred onthe activities referred to hereinabove and to monitor the Corporate Social ResponsibilityPolicy of the company from time to time.

The CSR Committee shall prepare a transparent monitoring mechanism for ensuringimplementation of the projects / programmes / activities to be undertaken by the Company.The CSR Committee shall have the authority to obtain professional advice from externalsources and have full access to information contained in the records of the Company aswell as the powers to call any employee / external consultant or such other person(s) andfor such purpose as may be deemed expedient for the purpose of accomplishments of overallCSR objectives laid down under the Act.

Appropriate documentation and amendments of the CSR Policy annual CSR activitiesreports on execution by CSR Partner(s) and expenditures will be undertaken on a regularbasis and the same will be available to the Board of Directors of the Company.

Initiatives undertaken on the CSR front will be reported in the Annual Report of theCompany.

The CSR Committee and persons / entities authorised by it will conduct the duediligence checks on the current projects/partners on a quarterly basis and reportanomalies if any immediately.

THE PROCEDURES

1. As per the Regulations the Company will set aside for annual CSR activities anamount equal to 2% of the average Net Profits of the Company made during the threeimmediately preceding financial years. Any unutilised CSR allocation of a particular yearwill be carried forward to the following year i.e. the CSR budget will be non-lapsable innature.

Provided that all reasonable efforts will be made to ensure that the annual CSRallocation is fully utilized in the respective year. However if the Company fails tospend such amount the Board of Directors shall in its report under clause (o) ofsubsection (3) of section 134 of the Act shall specify the reasons for not spending theamount.

2. 2. Annexure III contains the details of the proposed expenditure for respectiveFinancial Year towards CSR activities. The same shall be amended annually according tothe Financial Year after the review by the Committee or at such time as the Committee maydeem fit.

3. 3. Tax treatment of CSR spend will be in accordance with the Income Tax Act 1961 asmay be notified by Central Board of Direct Taxes (CBDT).

PLANNING AND IMPLEMENTATION

• For the purpose of focusing its efforts in a continued and effectives Educationand Literacy Enhancement is identified as a main thrust area besides other activitiespermitted under the Regulations.

• A list of CSR projects / programmes which the Company plans to undertake duringthe implementation year will be laid down before the Committee at the beginning of eachyear specifying modalities of execution in the areas/ sectors chosen and implementationschedules for the same.

• Identification of projects and the executing agency/NGO will be made interalia by assessing the following:

1. Project Objectives

2. Baseline Survey - As-is and To-be state basis accordingly the outcome of theproject will be measured.

3. Implementation Schedules - Timelines for milestones of the project will need to beprescribed and agreed upon.

4. Responsibilities and authorities.

5. Major results expected and measurable outcome including the expenses/charges ratioas against the actual CSR spend.

• If the Company decides to set up a Trust or Section 8 Company or Society orFoundation or any other form of entity operating within India to facilitate implementationof its CSR activities in accordance with its stated CSR Policy the following shall apply:a. The Company would need to specify the projects/programmes to be undertaken by such anorganization for utilizing funds provided to it; b. The Company shall establish amonitoring mechanism to ensure that the allocation is spent for the intended purpose only.

• The Company may also conduct/implement its CSR programmes through TrustsSocieties or Section 8 Companies operating in India which are not set up by the Companyitself herein collectively referred to as ‘CSR Partner(s)’.

• Such spends may be included as part of its prescribed CSR spend only if suchorganizations have an established track record of at least three years in carrying onactivities in related areas.

• Company may collaborate or pool resources with other companies to undertake CSRactivities within India. Only activities which are not for the benefit of employees of thecompany or their family members shall be considered as CSR activity.

• CSR Committee in consultation with the Board of Directors of the Company willidentify suitable projects for implementation in line with the objectives of the Companyand requirements laid down under the Regulations. These projects would be executed eitherdirectly by the Company and / or through CSR Partner(s).

• While identifying projects CSR Committee will assess CSR Partner(s)organizations who would execute the projects at the grass root level. At a minimum theyneed to meet the following criteria:

i. The CSR Partner(s) has a permanent office/ address in India;

ii. The CSR Partner(s) is a Trusts Societies or Section 8 Company having anestablished track record of three years in undertaking similar CSR programmes or projectsin pursuance with the relevant regulations;

iii. Possesses a valid income-tax Exemption Certificate

iv. The antecedents of the CSR Partner are verifiable

v. Have requisite framework to report progress/ status of the projects on a quarterlybasis on agreed parameters.

vi. Maintain a required level of auditable records on the CSR initiatives conducted inconjunction with GML as agreed mutually.

REVIEW AND REPORTING

The CSR Committee will review the philanthropic activities of the Company and willprovide progress update to the Board of Directors every six months / such other intervalsas deemed fit.

The Company will report in the prescribed format the details of CSR initiatives andactivities of the Company in the Directors’ Report and on the website of the Companyas required under the Regulations. Such reporting will be done pertaining to financialyear(s) commencing on or after the 1st day of April 2014.

AMENDMENTS TO THE POLICY

The Board of Directors on its own and / or as per the recommendations of CSR Committeecan amend this policy as and when required as deemed fit. Any or all provisions of theCSR Policy would be subject to revision/ amendment in accordance with the Regulations onthe subject as may be issued from relevant statutory authorities from time to time.

Annexure - VI

ANNUAL REPORT ON CSR ACTIVITIES

1. Brief outline of the Company’s CSR Policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR Policy andprojects or programs. : CSR Policy is available at website www.gallantt.com and alsoattach herewith.

2. Composition of the CSR Committee : Mr. Jyotirindra Nath Dey Chairman Mr. ChandraPrakash Agrawal and Mr. Dineshkumar Raghubir Prasad Agarwal.

3. Average net profit of the Company for the last three financial years: Rs 8527.76Lacs.

4. Prescribed CSR expenditure (2% of the average net profit of the company for the last3 financial years):

Rs 56.85 Lacs.

5. Details of CSR spent during the financial year. a) Total amount to be spent for thefinancial year: Rs 85.00 Lacs b) Amount unspent if any: Rs Nil c) Manner in which theamount spent during the financial year is detailed below:

Sl. No CSR Project or activity identified Sector in which the project is covered Project or programs 1. Local area or other 2.Specify the State and District where projects or programs were undertaken Amount outlay (Budget project or programs wise) Rs In Lacs Amount spent on the projects or programs Sub-heads: 1. Direct Expenditure on projects or programs 2. Overheads Cumulative expenditure up to the reporting period Amount spent: Direct or through implementing agency (give details of implementing agency)
1. The company is promoting Shelter and Health Services for economically weaker sections through SAHARA HEALTH AND EDUCATION SOCIETY (NGO) Promoting Shelter and Health Services etc. Programme is undertaken in the backward area of state of West Bengal through local NGO. An amount of Rs 80.00 Lacs has been paid for the programme and the CSR Committee of the Company is monitoring the actual expenditure and surplus if any. Rs 80.00 Lacs Rs 101.52* Amount has been contributed to the following implementing agency: SAHARA HEALTH AND EDUCATION SOCIETY (NGO) for the Financial Year 2015-16 F4/42 Defence Park Moynagarh Kolkata - 700 141 West Bengal India.
2. The company is promoting education for economically weaker sections through FRIENDS OF TRIBALS SOCIETY Promoting Education Programme is undertaken in the backward area of state of West Bengal through local NGO. An amount of Rs 5 Lacs has been paid for the programme and the CSR Committee of the Company is monitoring the actual expenditure and surplus if any. Rs 5 Lacs Rs 101.52* Amount has been contributed to the following implementing agency: FRIENDS OF TRIBALS SOCIETY (NGO) for the Financial Year 2015-16 Ekal Bjhawan 123A Harish Mukherjee Rd. Kolkata - 700 026 West Bengal India.

*This cumulative expenditure of Rs 101.52 Lacs includes contribution of Rs 16.52 Lacson CSR activities during last financial year 2014-15.

6. In case the company has failed to spend the two percent of the average net profit ofthe last three financial years or any part thereof the reasons for not spending theamount. : Company has contributed the amount for the project. However the CSR Committeeis monitoring the entire process.

7. The CSR Committee of the Company hereby confirms that the implementation andmonitoring of CSR Policy is in compliance with CSR Objectives and Policy of the Company.

For CSR Committee GALLANTT METAL LIMITED
Jyotirindra Nath Dey
Place: Kolkata Chairman of CSR Committee & Director
Date: 08.08.2016 (DIN: 00180925)

Annexure - VII

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2016

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

GALLANTT METAL LIMITED

1 Crooked Lane Second Floor Room Nos. 222 & 223 Kolkata - 700069

1. We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Gallantt Metal Limited[CIN: L27109WB2005PLC101553] (hereinafter called the company). Secretarial Audit wasconducted based on records made available to us in a manner that provided us a reasonablebasis for evaluating the corporate conducts/statutory compliances and expressing ouropinion/understanding thereon.

2. Based on our verification of the Company’s books papers minute books formsand returns filed and other records maintained by the Company and made available to us andalso the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit we on strength of those recordsand information so provided hereby report that in our opinion and understandings theCompany has during the audit period covering the financial year ended on March 31 2016appears to have complied with the statutory provisions listed hereunder and also in ourlimited review that the Company has proper and required Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter.

We have examined the books papers minutes’ book forms and returns filed andother records maintained by the Company and made available to us for the financial yearended on March 31 2016 according to the applicable provisions of:

i) The Companies Act 2013 (the Act) and the rules made thereunder and the CompaniesAct 1956 and the rules made thereunder as applicable;

ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Applicable provisions of Foreign Exchange Management Act 1999 and the Rules andRegulations made thereunder;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI ACT’):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

(c) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client.

(d) The Securities and Exchange Board of India (Listing Obligations and disclosureRequirements) Regulations 2015 (to the extent applicable)

vi) Other Laws specifically applicable to the Company as under:

1. The Air (Prevention and Control of Pollution) Act 1981

2. The Water (Prevention and Control of Pollution) Act 1974

3. The Environment (Protection) Act 1986

4. The Factories Act 1948

5. The Employees’ Provident Funds and Miscellaneous Provisions Act 1952

6. Employees’ State Insurance Act 1948

7. Equal Remuneration Act 1976

8. The Minimum Wages Act 1948

9. The Payment of Wages Act 1936

10. The Payment of Bonus Act 1965

11. The Legal Metrology Act 2009

12. The Maternity Benefit Act 1961 and

(vi) We further report that with respect to the compliance of the below mentioned lawswe have relied on the compliance system prevailing in the Company and on the basis ofrepresentation received from its concerned department:

(a) Mines and Minerals (Development Regulation) Act 1957 and other Acts/ Rules asapplicable to Mining activities;

(b) The Electricity Act 2003 and rules issued thereunder;

(c) National Tariff Policy;

(d) Indian Boilers Act. 1923 and rules issued thereunder;

(e) Explosives Act 1884 and rules issued thereunder;

(f) Manufacture Storage and Import of Hazardous Chemical Rules 1989;

(g) Applicable Labour laws and rules issued thereunder;

(h) Applicable Environment laws and rules issued thereunder;

(i) Applicable direct & indirect tax laws and rules issued thereunder;

(j) Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards 1 and 2 issued by The Institute of Company Secretaries ofIndia;

(ii) The Listing Agreements entered into by the Company with Bombay Stock ExchangeLimited and National Stock Exchange of India Limited.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. Adequate notice isgiven to all directors to schedule the

Board Meetings agenda and detailed notes on agenda were sent at least seven days inadvance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation atthe meeting. There were no dissenting views on any decisions of the Board as recorded inthe Minutes of Board meetings. We further report that there is scope to improve thesystems and processes in the Company and operations of the Company to monitor and ensurecompliance with applicable Laws Rules Regulations and Guidelines. We further report thatduring the audit period there were no instances of:

i. Public/Right/Preferential issue of shares/ debentures/ sweat equity;

ii. Redemption / buy-back of securities;

iii. Foreign technical collaborations.

We further report that our Audit is subjected only to verifying adequacy of systems andprocedures that are in place for ensuring proper compliance by the Company and we are notresponsible for any lapses in those compliances on the part of the Company.

Khushboo Goenka
Place: Kolkata Company Secretary
Date : 08.08.2016 ACS 22493; CP No. 8172

This Report is to be read with our testimony of even date which is annexed as AnnexureA and forms an integral part of this report.

Annexure A

To

The Members

GALLANTT METAL LIMITED

Our report of even date it to be read along with this supplementary testimony.

a. Maintenance of secretarial record is the responsibility of the Management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

b. We have followed the audit practices and processed we were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on a test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

c. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

d. Wherever required we have obtained Management representation about the complianceof laws rules and regulations and happenings of events etc.

e. The Compliance of the provisions of Corporate and other applicable laws rules andregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

f. The Secretarial Audit is neither an assurance as to the future viability of thecompany nor of the efficacy or effectiveness with which the management conducted theaffairs of the Company.

g. While forming an opinion on compliance and issuing the Secretarial Audit Report wehave also taken into consideration the compliance related actions taken by the Companyafter 31st March 2016 but before issue of the Report.

Khushboo Goenka
Place: Kolkata Company Secretary
Date: 08.08.2016 ACS 22493; CP No. 8172

ANNEXURE - VIII

FORM NO. AOC.1

Statement containing salient features of the nancial statement ofsubsidiaries/associate companies/joint ventures

(Pursuant to rst proviso to sub-sec on (3) of sec on 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Part "A": Subsidiaries

NOT APPLICABLE

Part "B": Associates and Joint Ventures

Statement pursuant to Sec on 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures

Name of Associate Gallan Ispat Limited
1. Latest audited Balance Sheet Date 31.03.2016
2. Shares of Associate held by the company on 31.03.2016
No. 7251992
Amount of Investment in Associate 4260.20 Lacs
Extend of Holding % 25.68
3. Descrip on of how there is signicant inuence By way of Ownership
4. Reason why the associate/joint venture is not consolidated Consolidated
5. Networth a ributable to Shareholding as per latest audited Balance Sheet 8560.88 Lacs
6. Prot / Loss for the year
i. Considered in Consolida on 416.16 Lacs
ii. Not Considered in Consolida on 145.04 Lacs

 

As per our Report of even date
For A.K.MEHARIA & ASSOCIATES
Chartered Accountants
(A. K. Meharia) Chandra Prakash Agrawal Chairman & Managing Director
Partner Dinesh R Agarwal Wholetime Director
Membership No.: 053918 Sandip Kumar Agarwal Chief Financial Officer
Firm Reg No.: 324666E Rajesh Upadhyaya Company Secretary
Place : Kolkata
Dated : The 30th Day of May 2016