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Godawari Power & Ispat Ltd.

BSE: 532734 Sector: Metals & Mining
NSE: GPIL ISIN Code: INE177H01013
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VOLUME 36065
52-Week high 138.10
52-Week low 51.50
P/E
Mkt Cap.(Rs cr) 416
Buy Price 0.00
Buy Qty 0.00
Sell Price 118.15
Sell Qty 10.00

Godawari Power & Ispat Ltd. (GPIL) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the 17th Annual Report on the business &operations of the Company together with the Standalone and Consolidated Audited Statementof Financial Accounts for the year ended 31st March 2016.

1. HIGHLIGHTS OF PERFORMANCE

• Consolidated income for the year decreased by 25.84% to Rs 1820.78 Crore ascompared to Rs 2455.20 Crore in FY 2014-15;

• Consolidated net sales for the year decreased by 24.57% to Rs 1803.48 Crore ascompared to Rs 2394.98 Crore in F.Y 2014-15;

• Consolidated loss after tax for the year was Rs 103.54 Crore as compared to netprofit after tax of Rs 70.73 Crore in F.Y. 2014-15.

2. FINANCIAL RESULTS

Rs in Crores

Particulars

Standalone

Consolidated

2015-16 2014-15 2015-16 2014-15
Gross Sales 1725.55 2166.61 2011.63 2665.38
Less: Excise duty/Sales tax/VAT 186.66 231.56 208.15 270.40
Net Sales Turnover 1538.89 1935.05 1803.48 2394.98
Other Income 12.27 16.49 17.30 60.22
Total Revenue 1551.16 1951.54 1820.78 2455.20
Operating expenses 1399.88 1671.72 1601.39 2036.77
Profit before Interest Depreciation Tax and Amortization (EBIDTA) 151.26 279.82 219.39 418.43
Finance Costs 164.49 144.88 246.82 223.65
Depreciation and amortization expenses 70.99 65.82 115.73 118.18
Profit Before Taxation (PBT) (84.22) 69.12 (143.16) 76.60
Taxation (including Deferred Tax) (20.83) 7.01 39.62 5.87
Profit after Taxation (PAT) (63.39) 62.11 (103.54) 70.73
Less: Minority Interest - - (10.97) 4.47
Less: Share of Loss of associate company - - 4.31 0.05
Profit brought forward from previous year 414.47 358.53 433.25 377.54
Amount available for Appropriations 351.08 420.64 336.37 443.75
Appropriations
Proposed Final Dividend on Equity Shares - 3.28 - 4.45
Interim Equity Dividend - - - -
Corporate Dividend Tax - 0.54 - 0.92
Transfer to General Reserves - - - 1.50
Adjustments for Fixed Assets where useful life as per Schedule-II (Net of taxes) - 2.35 - -
Depreciation of those assets whose useful life is Nil (Net of taxes) .... - - - 3.63
Deduction on loss of control of subsidiary

-

-

15.15

-

Total

NIL

6.17

15.15

10.49

Net Surplus 351.08 414.47 321.22 433.25

3. REVIEW OF PERFORMANCE

The financial year 2015-16 was yet another challenging year for the Indian & globaleconomy. Although the India's GDP growth was better as compared to other Asian economiesthe domestic infrastructure capital goods and manufacturing sectors continued to sufferresulting into lower demand for commodities like steel. The steel industry in generalsuffered during the year under review on account of lower demand excess supply fromdomestic and global players. The domestic capacity utilization of companies in sector wasaround 70-75% and pressure from cheaper imports from China & other countriescompounded the problems of the steel industry. The supply of raw material also surpassedthe demand in view of excess capacity in domestic & global markets leading to fall incost of input like iron ore & coal. The supply of iron ore (key input in steel making)in domestic market increased substantially during the year after amendments in MMRD Actleading to opening of closed iron ore mines resulting into supply of iron ore much inexcess of demand resulting into fall in prices of iron ore pellets (the main product ofthe Company contributing to more- than 31% of sales in value terms) leading to substantialdrop in operating margins. The finished steel prices saw fall of more-than 30-% during theyear resulting into compression in operating margins. In the given scenario yourCompany's consolidated performance also suffered resulting into fall in operating marginsfrom 17.47% in Fy15 to 12.16% FY16.

Stand-alone Operations:

The performance of your Company during the year under review remained sluggish underthe prevailing circumstances and overall slowdown in demand growth. The highlights of thefinancial performance for the year are as under:

a) Net Sales Revenue decreased by 20.47% to Rs 1538.89 crores from Rs 1935.05 croresrecorded in previous year. The top line has contracted mainly on account of fall in pricesof finished goods despite highest ever production achieved by the Company in couple ofdivisions.

b) Operating Profit decreased to 9.83% from 14.46% achieved in previous year.

c) The Company registered Net Loss of Rs 63.39 crores as against net profit after taxof Rs 62.11 crores during the previous year.

Consolidated Operations:

a) Net sales revenue during the FY 2015-16 decreased by 24.70% to Rs 1803.35 croresfrom Rs 2394.98 crores recorded in previous year.

b) EBIDTA Margins decreased by 47.57 % to Rs 219.40 crores from Rs 418.43 crores duringprevious year.

c) The Company registered Loss before tax of Rs 143.17 crores as against PBT of Rs76.60 crores during the previous year.

The detailed performance and financial review has been given in the Annexure to theDirectors Report titled "Management Discussion and Analysis".

4. SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2016 was Rs 32.756 Crores. During theyear under review the Company has not issued any shares with differential voting rightsnor granted stock options nor sweat equity. As on March 31 2016 none of the Directors ofthe Company hold convertible instruments of the Company.

5. DEPOSITS

The Company has not accepted any deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.

6. TRANSFER TO RESERVES

Your Company did not transfer any amount to the General Reserves Account during theFinancial Year 2015-16 since company has incurred losses.

Consequent upon redemption of Debentures to the tune of Rs 14.40 crores during thefinancial year 2015-16 an amount of Rs 3.60 crores had been withdrawn from DebentureRedemption Reserve Account and transferred to General Reserve Account leaving a balance ofRs 20.15 crores which is equivalent to 25% of the outstanding Debentures of Rs 80.42crores as on 31.03.2016 as prescribed under Section 71 of the Companies Act 2013 readwith Rule 7 of the Companies (Share Capital and Debenture) Rules 2014.

7. DIVIDEND

In view of the significant drop in operating performance & in order to conserve theresources the Board of Directors of the Company have not recommended payment of anydividend.

8. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 125 of the Companies Act 2013 relevant amountswhich remained unpaid or unclaimed for a period of seven years have been transferred bythe Company from to time to time on due dates to the Investor Education and ProtectionFund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with Companies) Rules 2012 theCompany has uploaded the details of unpaid and unclaimed amounts lying with the Company ason September 19 2015 (date of last Annual

General Meeting) on the Company's website (www. godawaripowerispat.com) as also on theMinistry of Corporate Affairs' website.

9. EXPANSION/NEW PROJECTS:

The Company has during year under review decided to postpone the capex for setting upthe rolling mill in the Siltara. However since the work on modernization cum balancingplan in steel melting shop (SMS) had started in last fiscal the management of the Companydecided to continue the work. The work in SMS division is going on and expected to becompleted in H2FY17. The capacity of iron ore mining in Ari Dongri mines has been expandedto 1.4 million ton.

10. CHANGES IN NATURE OF BUSINESS:

The Company has been engaged in the business of manufacturing the trading of Iron OrePellets Sponge Iron Steel Billets HB Wires and generation of Power. There is no changein the nature of Business of the Company during the Financial Year 2015-16.

11. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

There are no materials changes and commitments affecting the financial position of thecompany occurred between the 01.04.2016 to the date of this report except continuedslowdown in steel demand and falling prices of finished products on account of pressurefrom cheaper imports impacting cash-flow of the Company.

12. CHANGES IN STATUS OF SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES:

Your company has sold 550000 equity shares of Rs 10/- each being 2.81% of totalpaid-up capital of Hira Ferro Alloys Limited (HFAL) at a price of Rs 32/- per share to apromoter group Company on 31.03.2016. Consequently the Company's shareholding in HFAL hasreduced from 51.26% to 48.45% and HFAL ceased to be a subsidiary of Company.

None of the other companies has either become Subsidiary / Associate of the Companyother than the existing Subsidiaries / Associates or has ceased to be Subsidiary /Associate of the Company during the Financial Year 201516.

Your Company has also not entered into any new Joint Venture nor terminated anyexisting Joint Venture during the Financial Year 2015-16.

13. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND JOINT VENTURE COMPANIES:

During the year under review M/s Hira Ferro Alloys Limited ceased to be the subsidiaryof your Company and became an Associate of the Company.

The performance and financial position of the company's

subsidiaries namely Ardent Steels Limited Godawari Green Energy Limited GodawariEnergy Limited Godawari Clinkers and Cement Limited Krishna Global Minerals Limited andGodawari Integrated Steels (India) Limited Associate Companies namely Jagdamba Power& Alloys Limited and Hira Ferro Alloys Limited and Joint Venture Companies namelyRaipur Infrastructure Company Limited for the Financial Year 2015-16 are given in ANNEXURE

01. The other Associate Company namely Chhattisgarh Captive Coal Mining Limited has notyet started their operations.

14. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) read with Rule 5 (1) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the company is given in ANNEXURE 02. The Statement showing the names and otherparticulars of the employees of the company as required under Rule 5 (2 &3) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notrequired to be furnished since none of the employees of the company has receivedremuneration in excess of the remuneration mentioned in the above mentioned Rule 5 (2)during the financial year 2015-16 except Shri B.L Agrawal (Managing Director) whosedetails are given below:

Particulars Details
Name Shri Bajrang Lal Agrawal
Designation Managing Director
Remuneration Received ' 6000000 Per Annum
Nature of employment Whether contractual or otherwise Permanent
Qualifications and Experience of the employee B.E (Electronic) and had a experience of more than 30 years
Date of commencement of employment 17.8.2002
The age of such employee 62
The last employment held by such employee before joining the company N.A.
The percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub rule (2) above Individually Holding:5.29% Spouse Holding: 4.05% Total holding along with spouse: 9.34%
Whether any such employee is a relative of any director or manager of the company and if so name of such director or manager Shri Abhishek Agrawal

15. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONS:

None of the Directors or Key Managerial Persons has been appointed or resigned duringthe Financial Year 2015-16.

In accordance with the provisions of Section 152(6) (c) of the Companies Act 2013 andthe Company's Articles of Association Shri Dinesh Agrawal Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for reappointment.

16. CONSTITUTION OF CSR COMMITTEE CSR POLICY AND INITIATIVES:

The CSR Committee consists of three directors including one Independent Director. TheCSR Committee has formulated a CSR policy of the Company for undertaking the activities asspecified in Schedule VII to the Companies Act 2013. The said policy has been approvedand adopted by the Board of directors of the Company the contents of which have beendisplayed on the company's website and also given in the Annual Report on CSR activities.(Web link: www.godawaripowerispat.com )

The Annual Report on CSR activities initiated and under taken by the Company during theFinancial Year 2015-16 is annexed herewith as an ANNEXURE-03.

17. AUDIT COMMITTEE COMPOSITION:

The Audit Committee consists of four directors including three Independent Directorsand one Non-Executive Director all having financial literacy.

18. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors make the following statements in terms of Section 134(3)(c) of theCompanies Act 2013 based on the representations received from the operating managementand Chief Financial Officer of the company:

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

b) That your Directors have selected such accounting policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit of the company for that period;

c) That your Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of your company and for preventing and detecting fraud and otherirregularities;

d) That your Directors have prepared the annual accounts on a going concern basis;

e) That your Directors had laid down proper internal financial controls to be followedby the company and that such financial controls are adequate and were operatingeffectively.

f) That your Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

19. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:

All independent directors of the Company have given declarations as required under theprovisions of Section 149 (7) of the Companies Act 2013 stating that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andClause 16(1) (b) of the Listing Agreement.

20. NUMBER OF MEETINGS OF BOARD:

During the year four Board Meetings and four Audit Committee Meetings were convened andheld the details of which are given in the Corporate Governance Report.

21. AUDITORS:

Statutory Auditors

M/s O.P Singhania and Co. Chartered Accountants Auditors of the Company hold officeuntil the conclusion of the forthcoming Annual General Meeting and being eligible haveoffered themselves for re-appointment. The Company has received a certificate from them tothe effect that their re-appointment if made would be within the limits prescribed underSection 141 (3) (g) of the Companies Act 2013 and that they are not disqualified forre-appointment and also satisfies the criteria as mentioned under Section 141 and theyhave obtained peer review certificate as required under SEBI Guidelines for appointment ofStatutory Auditors of listed companies.

Cost Auditors

Pursuant to the provisions of Section 148 of the

Companies Act 2013 read with the Companies (Cost Record and Audit) Amendment Rules2014 M/s Sanat Joshi & Associates has been appointed as cost auditors for conductingCost Audit for the financial year 2015-16.

Internal Auditors

M/s. JDS & Co Chartered Accountants were appointed as Internal Auditors for the FY2015-16.

Secretarial Audit

Pursuant to the provisions of Section 204 of the

Companies Act 2013 and The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company has appointed M/s. Jain Tuteja & Associates afirm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company.The Report of the Secretarial Audit Report is annexed herewith as "ANNEXURE 04".

22. AUDITOR'S REPORTS

• Statutory Auditors

There are no qualifications reservations adverse remarks or disclaimers in thestatutory Auditor's Report on the Financial Statements of the company for the financialyear 2015-16 and hence does not require any explanations or comments.

• Secretarial Audit

There are no qualifications reservations adverse remarks or disclaimers in theSecretarial Auditor's Report on Secretarial and other applicable legal compliances to bemade by the company for the financial year 2015-16 and hence does not require anyexplanations or comments.

23. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during thefinancial year 2015-16 were on arms length basis and were in the ordinary course ofbusiness. There are no materially significant related party transactions made by thecompany with promoters directors key managerial personnel or related parties which mayhave a potential conflict with the interest of the company at large.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of Loans given and Investments made by the company as covered under theprovisions of Section 186 of the Companies Act 2013 are given in Standalone FinancialStatements (Ref. Note 13 & 14). The company has not given any corporate guarantees toany other party.

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "ANNEXURE 05".

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the company and its future operations.

wwvhivhki rwnEn umi

27. INTERNAL FINANCIAL CONTROLS

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

28. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as"ANNEXURE 06".

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors have established 'Whistle Blower Policy' and 'Code of Conduct'for the directors & employees of the Company as required under the provisions of Sec.177 of the Companies Act 2013 read with Rule 7 of the Companies (Meeting of Board and itspowers) Rules 2014 and Clause-22 of the Listing Agreement.

The said Policy has been properly communicated to all the directors and employees ofthe Company through the respective departmental heads and the new employees shall beinformed about the Vigil Policy by the Personnel Department at the time of their joining.

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system commensurate with the size and scale andcomplexity of its operations. The scope and authority of Internal Audit functions havebeen defined in the Internal Audit Charter to maintain its objectivity and independencethe Internal Audit functions reports to the Chairman of the Audit Committee of the Board.

The Internal Audit department monitors and evaluates the efficacy and adequacy ofinternal control system in the company its compliance with operating system accountingprocedures and policies of the company and its subsidiaries. Based on the report of theInternal Auditors process owners undertake corrective actions in their respective areasand thereby strengthen the control. Significant Audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.

31. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy to identify and evaluate businessrisks associated with the operations and other activities of the Company and formulatedrisk mitigations strategies.

32. NOMINATION AND REMUNERATION POLICY

Company's Policy on Directors appointment and Remuneration including criteria fordetermining qualification positive attributes independence of directors and othermatters provided under Section 178(3) of the Companies Act 2013 is attached herewith asANNEXURE

07.

33. ANNUAL EVALUATION OF BOARD ETC.

The Nomination and Remuneration Committee has formulated criteria for evaluation of theperformance of the each of the directors of the company. On the basis of said criteriathe Board and all its committees and directors have been evaluated by the Board of thedirectors.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Work Place (Prevention Prohibition andRedressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (Permanent ContractualTemporary Training) are covered under this

Policy. However no complaints has been received during the year 2015-16.

35. CORPORATE GOVERNANCE

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section on corporate governance practicesfollowed by the Company together with a certificate from the Company's Auditorsconfirming compliance forming an integral part of this Report is given as ANNEXURE 08.

36. ACKNOWLEDGEMENTS

The Board expresses its sincere gratitude to the shareholders bankers State andCentral Government authorities and the valued customers for their continued support. TheBoard also wholeheartedly acknowledges and appreciates the dedicated efforts andcommitment of all employees of the Company.

For and on behalf of Board of Directors
Place: Raipur
Date: 28.05.2016 CHAIRMAN

 

Sr. No. Particulars

Subsidiary

Associate

Joint Venture

Godawari Green Energy Ltd. Ardent Steel Ltd. Krishna Global Minerals Limited Godawari Integrated Steels (India) Limited Godawari Clinkers and Cement Limited Godawari Energy Limited Hira Ferro Alloys Ltd. Jagdamba Power and Alloys Ltd. Godawari Natural Resources Limited Raipur Infrastructure Company Ltd.
31.03.2016 31.03.2016 31.03.2016 31.03.2016 31.03.2016 31.03.2016 31.03.2016 31.03.2016 31.03.2016 31.03.2016
Audited Audited Audited Audited Audited Audited Audited Audited Audited Audited
1 (a) Net Sales/lncome from Operations 10387.68 15891.20 0.00 0.00 0.00 0.00 18592.44 0.00 0.00 703.31
(b) Other Operating Income 0.00 0.00 0.00 0.00 0.00 0.00 15.02 0.00 0.00 0.00
Total 10387.68 15891.20 0.00 0.00 0.00 0.00 18607.46 0.00 0.00 703.31
2 Expenditure
a) (lncrease)/decreaese in stock in trade and work in progress 0.00 2599.70 0.00 0.00 0.00 0.00 289.72 0.00 0.00 0.00
b) Cost of raw material and component consumed 121.26 9083.32 0.00 0.00 0.00 0.00 14527.81 0.00 0.00 0.00
c) Manufacturing Expenses 92.64 3886.97 0.00 0.00 0.00 0.00 1957.98 0.00 0.00 0.00
d) Purchase of Traded Goods 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
e) Employees Benefit Expenses 521.36 889.33 0.00 0.00 0.00 7.45 828.80 23.12 0.00 16.31
f) Depreciation & Amortisation Expenses 3004.75 1437.05 0.00 0.00 0.00 0.00 799.99 225.42 0.00 94.52
g) Other Expenditure 351.08 2560.57 1.23 0.09 0.10 2.94 424.97 244.71 0.20 205.59
Total 4091.09 20456.94 1.23 0.09 0.10 10.39 18829.27 493.25 0.20 316.42
3 Profit from operations before Other incomes & exceptional Items (1-2) 6296.59 (4565.74) (1.23) (0.09) (0.10) (10.39) (221.81) (493.25) (0.20) 386.89
4 Other Income 321.89 152.01 0.35 0.00 0.34 0.00 194.42 574.89 0.47 39.22
5 Profit before Finance Cost & Exceptional items (3+4) 6618.48 (4413.73) (0.88) (0.09) 0.24 (10.39) (27.39) 81.64 0.27 426.11
6 Finance Cost 6290.25 1962.97 0.00 0.00 0.00 0.00 640.46 52.66 0.00 0.01
7 Profit after Finance Cost but before Exceptional items (5-6) 328.23 (6376.70) (0.88) (0.09) 0.24 (10.39) (667.85) 28.98 0.27 426.10
8 Exceptional items 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 34.12
9 Profit/Loss from Operating activities before tax (7-8) 328.23 (6376.70) (0.88) (0.09) 0.24 (10.39) (667.85) 28.98 0.27 391.98
10 Tax Expenses 66.92 (1989.96) 0.00 0.00 0.08 (10.39) (178.08) 45.92 0.08 129.90
11 Net Profit(+)/Loss(-) ordinary Activities after tax (9-10) 261.31 (4386.74) (0.88) (0.09) 0.16 (0.00) (489.77) (16.94) 0.19 262.08
12 Extraordinary items (net of tax expenses f) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
13 Net Profit (+)/Loss(-) for the period (11-12) 261.31 (4386.74) (0.88) (0.09) 0.16 (0.00) (489.77) (16.94) 0.19 262.08
14 Paid up equity share capital (face value of shares of ? 10/- each) 1474.70 1000.00 5.00 5.00 5.00 2300.00 1958.85 999.57 5.00 39.24
15 Reserves excluding Revaluation reserves as per Balance Sheet of previous accounting year 12314.06 4683.72 (2.77) (0.89) (0.79) 546.33 11704.26 9147.71 0.68 1781.51
16 Earning Per Share
(a) Basic & Diluted EPS before Extra Ordinary Items 1.77 (43.87) (1.77) (0.19) 0.32 (0.05) (2.50) (0.17) 0.38 66.79
(b) Basic & Diluted EPS after Extra Ordinary Items 1.77 (43.87) (1.77) (0.19) 0.32 (0.05) (2.50) (0.17) 0.38 66.79

ANNEXURE-02 TO DIRECTORS' REPORT

1. The Ratio of the remuneration of each Director to the Median Remuneration of theemployees of the company for the financial year 2015-16:

Name of Director Designation Remuneration Median Remuneration Ratio
Mr. Biswajit Choudhuri Independent Director 520000 201432 4.14:1
Mr. Shashi Kumar Independent Director 400000 201432 3.27:1
Mr. B. N. Ojha Independent Director 495000 201432 4.39:1
Mr. Harishankar Khandelwal Independent Director 455000 201432 3.22:1
Ms. Bhavna G. Desai Independent Director 380000 201432 2.81:1
Mr. B. L. Agrawal Managing Director 6000000 201432 32.70:1
Mr. Abhishek Agrawal Executive Director 1800000 201432 14.30:1
Mr. Dinesh Agrawal Executive Director 1800000 201432 14.30:1
Mr. Vinod Pillai Executive Director 1080000 201432 5.52:1

2. The percentage increase in remuneration of each Director CFO CEO CompanySecretary for the financial year 2015-16 as compared to 2014-15:

Name of Director Desgination

Remuneration

Remuneration

% increase
2015-16 2014-15
Mr. Biswajit Choudhuri Independent Director 520000 810000 -35.80
Mr. Shashi Kumar Independent Director 400000 640000 -37.50
Mr. B. N. Ojha Independent Director 495000 860000 -42.44
Mr. Harishankar Khandelwal Independent Director 455000 630000 -27.78
Ms. Bhavna G. Desai Independent Director 380000 550000 -30.91
Mr. B. L. Agrawal Managing Director 6000000 6400000 -6.25
Mr. Abhishek Agrawal Executive Director 1800000 2800000 -35.71
Mr. Dinesh Agrawal Executive Director 1800000 2800000 -35.71
Mr. Vinod Pillai Executive Director 1080000 1080000 0.00
Mr. Sanjay Bothra CFO 4522937 2845797 58.93
Mr. Y.C.Rao CS 2397536 2412536 -0.62

3. The percentage increase in the median remuneration of the employees for thefinancial year 2015-16 as compared to 2014-15 is 2.79%.

4. No. Of permanent employees on rolls of the company as on 31.03.2016 is 2007.

5. Explanation on the relationship between average increase in remuneration and thecompany's performance: No increment has been given to any of the Directors and KeyManagerial Personnel.

6. Comparision of remuneration of the Key Managerial Personnel against the company'sperformance: The remuneration of the Managing Director and Executive Directors has beenreduced in view of the prevailing market conditions. The increment has not been given toCFO and CS in view of adverse economic conditions in steel sector.

7. Variation in the market capitalisation of the Company price earning ratio as on31.03.2016 and 31.03.2015 and percentage increase over decrease in the market quotationsof the shares of the Company in comparison to the rate at which the Company came out withthe last public offer:

Particulars

as on 31.03.2016

as on 31.03.2015 Variation
Market Capitalisation as on 31.03.2016 (`in Crores) 174.92 316.10 (141.18)
P/E. Ratio (2.76) 5.09 (7.85)
Last Public Offer price (per share) 81 81
Market Price per share 53.40 96.50 (43.10)
percentage increase in market price (per share) (44.66)

8. Average percentile increase already made in the salaries of the employees other thanKMPs in the FY 2015-16 and its comparison with the percentile increase in the managerialremuneration and justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration: Not applicable since noincrements have been given to any employees including managerial personnel.

9. Comparison of the remuneration each of the Key Managerial Personnel against theperformance of the Company. Already mentioned in para 6.

10. The key parameters for any variable component of remuneration availed by thedirectors; N.A.

11. The ratio of the remuneration of the highest paid director to that of the employeewho are not directors but receive remuneration in excess of the highest paid directorduring FY 2015-16:N.A

12. Affirmation:

It is hereby affirmed that the remuneration is as per the remuneration policy of theCompany.

ANNUAL REPORT ON CSR ACTIVITIES

1. A brief outline of the company's CSR policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and project or programs. The CSR Committee has formulated a CSR policy of the Company for undertaking the activities as specified in Schedule VII to the Companies Act 2013. A copy of the CSR Policy has been posted on the website of the company at www.godawaripowerispat. com and the weblink has been given in the Corporate Governance Report.
2. The Composition of the CSR Committee. The composition of CSR Committee has been given in the Corporate Governance Report.
3. Average net profit of the company for last three financial years (Amount in lacs) Rs 1822.12
4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) (Amount in lacs) Rs 36.44
5. Details of CSR spent during the financial year.
1. Total amount to be spent for the F.Y. 2015-16 (Rs In lacs.) Rs 387.13
2. Amount unspent if any; NIL
3. Manner in which the amount spent during the financial year : The manner in which the amount is spent is given below in the prescribed format.
6. In case the company has failed to spend the 2% of the average net profit of the last three financial years or any part thereof the company shall provide the reasons for not spending the amount in its Boards report. Not applicable
7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR policy is in compliance with CSR objectives and Policy of the Company. Given in Corporate Governance Report.

 

S. No CSR project or activity identified Sector in which the project is covered Projects or programs (1) Local area or other (2) Specify the state and district where projects or programs was undertaken Amount outlay (budget) project or programs wise Amount spent on the projects or programs (1) Direct Expenditure on projects or programs (2) Overhead Cumulative Expenditure up to the reporting period Amount spent: Direct or through implementing agency

Please refer Annexure-I

 

Sd/- Sd/-
B.L.Agrawal Shashi Kumar
(Managing director) (Chairman of CSR Committee)

CSR EXPENSES FOR FY: 2015-16

(1) (2) (3) (4) (5) (6) (7) (8)
S. No CSR project or activity identified. Sector in which the Project is covered. Projects or Programs (1) Local area or other (2) Specify the State and district where projects or programs was undertaken. Amount outlay (budget) project or programs wise Amount spent on the projects or programs Subheads: (1) Direct expenditure on projects or programs. (2) Overheads: (In Lac.) Cumulative Expenditure upto the reporting Period. Amount spent: Direct or through implementing agency
1 Operating First Aid Health Centre Health Care Peripheral villages of Kachhe Ari Dongri Mines 50.00 49.72 Red to Green Health services
2 Operational cost on E-Sanskar (Free) Computer Training Center Kachhe (DCA Certificate) Education For tribal students of Peripheral village Kachhe Parekodo Tekadhora etc. 5.50 5.75 Through Nice Tec Education
3 Expenses on Water Tankers for providing Safe Drinking Water Drinking Water In the Nearby Villages of Mines during Summer 8.00 7.90 Direct
4 Expenses on Water Tankers engaged for maintenance of plantation Environment In the Nearby Villages of Mines 10.00 9.55 Direct
5 Expenses on Water Tankers engaged for dust suppression Environment In the Nearby Villages of Mines 8.00 7.80 Direct
6 Expenses on manpower engaged in maintenance of Horticulture & Plantation Environment Peripheral villages of Kachhe Ari Dongri Mines 27.00 27.35 Direct
7 Deepening & cleaning of ponds in peripheral villages of Kachhe Ari Dongri Mines Environment Village Dafaipara Parrekodo etc. 7.00 6.48 Direct
8 Installation of double sided wall mounted clock (Tower Watch) at Kanker Chowk Infrastructural Development Kanker District 1.00 0.85 Direct
9 Maintenance School Ground in peripheral villages of Kachhe Ari Dongri Mines Infrastructural Development Kachhe & Parrekodo 0.80 0.82 Direct
10 Construction of Smart Class Room in Kanker District Education Kanker District 10.00 10.00 Direct
11 Payment to Gram Panchayat Kachhe for Infrastructural Development against dispatch of Raw Material Infrastructural Development Peripheral villages of Kachhe Ari Dongri Mines 3.50 3.53 Through Gram Panchayat Kachhe
12 Installation of Street Lights at Kachhe & Parrekodo Village Infrastructural Development Village Kachhe & Parrekodo 1.00 0.63 Direct
13 Monthly Salary of Teachers appointed in the schools Education Govt. schools of Kachhe & Parrekodo Gram Panchayat 7.00 7.08 Direct
14 Establishment & operational cost of Stitching & Tailoring Center at Kachhe & Parrekodo Women Empowerment Gram Panchayat Kachhe & Parrekodo 1.50 1.22 Direct
15 Operational cost of Piyau Ghar & manpower engaged in piyau Ghar Drinking Water Village Kachhe 0.50 0.36 Direct
16 Bore Well repair at village Bhursapara for drinking water Drinking Water Village Tekadhora 1.50 1.35 Direct
17 Educational Trip for the students of Govt. School Kachhe & Parrekodo Education Kachhe & Parrekodo 0.50 0.55 Direct
18 Misc. (Maint. of road cleaning of overhead water tank) Infrastructure work in Nearby villages of Mines Infrastructural Development Gram Panchayat Kachhe & Parrekodo 0.50 0.36 Direct
19 Teachers Day Celebration by Facilitating Teachers in nearby schools of Mines Community Welfare Nearby Schools of Mines 0.50 0.47 Direct
20 Piyau hut & drinking water in Siltara Tada & Mandhar in summer for 3 months & Manpower Engaged in Piyau Hut Drinking Water Village Tada Siltara& Mandhar 4.00 4.03 Direct
21 Grant-In-Aid For Smooth Functioning Of Aakanksha (A school for mentally handicapped) School Aid For FY: 2015-2016 Education Raipur City 7.00 6.61 Direct
22 Providing salary of 01 night guard & 02 teachers of Govt. Primary & Middle School of village Mandhar & Siltara Education Village Siltara & Mandhar 1.00 0.74 Direct
23 Expenses incurred in manpower engaged for maintenance of Plantation & Garden in Janpad Office Dharsiwan & Dharsiwan Police Station under CSR Environment Conservation Dhasiwan Block 0.30 0.33 Horticulture Dept of GPIL
24 Construction Of Rangmanch (Stage) at village Siltara Infrastructure Development Village-Siltara 0.80 0.97 Direct
25 Repairing of road in Siltara Village Infrastructure Development Village-Siltara 0.50 0.44 Direct
26 Tuition fee for the meritorious students of village Siltara Educational Support Village-Siltara 0.25 0.25 Direct
27 JCB Charges (Filling Work) for Plantation Work at Siltara Chowk Industrial Area under CSR Environment Conservation Peripheral villages of GPIL 2.25 2.28 Horticulture Dept of GPIL
28 Expenses on Plantation Work at Siltara Chowk Industrial Area under CSR Environment Conservation Peripheral villages of GPIL 5.00 5.22 Horticulture Dept of GPIL
29 Manpower engaged in plantation work under CSR for Siltara Chowk Industrial Area Environment Conservation Peripheral villages of GPIL 1.50 1.49 Horticulture Dept of GPIL
30 Expenses on fertilizers & manures for plantation at Siltara Chowk Industrial Area under CSR Environment Conservation Peripheral villages of GPIL 0.50 0.52 Horticulture Dept of GPIL
31 Expenses incurred for Online Air Quality Monitoring System installed in NIT Raipur under CSR Environment Conservation Raipur City 0.10 0.11 Environment Dept of GPIL
32 Construction of Toilets in Dharsiwa under Clean India Mission (Swachh Bharat Abhiyan) Sanitation/ Education Dharsiwa 3.50 3.50 Direct
33 Expenses for Binding Wires & Walves for Plantation at Siltara Chowk Industrial Area under CSR Environment Conservation Peripheral villages of GPIL 2.25 2.17 Horticulture Dept of GPIL
34 Workshop for Stitching & tailoring center Women Empowerment/ Skill Development Nearby villages of Gidhali 0.30 0.30 Direct
35 Water Tanker engaged for plantation Environment Conservation Peripheral villages of Gidhali 2.50 2.51 Direct
36 Establishment & Operational cost of First Aid Health Center Dorba (furniture) Health Care Village Dorba 50.00 49.02 Red to Green Health services
37 32 Community Teachers engaged in Govt. Primary Middle & High schools of Nearby Villages of Boria Tibu Mines for the session 2014 Educational Support Peripheral villages of Boria Mines 15.00 15.64 Direct
38 Establishment & Operational Cost of Stitching & Tailoring Center Women Empowerment/ Skill Development Village Dorba

0.10

0.10

Direct

39 Scholarship for higher studies to student of village Dorba Educational Support Village Dorba 0.80 0.71 Direct
40 Reconstruction of RCC Bridge between village Jakke to Boria Infrastructural Development Village Jackke 7.50 7.50 Direct
41 Repairing work of Tehsil Office Mohala Community Welfare Mohala 1.00 0.75 Direct
42 Installation of Water Pipeline in Tehsil Office Mohala for visitors & villagers Community Welfare Mohala 0.30 0.29 Direct
43 Expenses incurred Murum Filling & labour engaged from Link Road & Connecting Nearby Roads of villages (near about 18km) Infrastructural Development Kuthrel Pahadi Road Navatola Dorba Tado Adjaal Kosmi Pusewada & Dulki 3.00 3.33 Direct
44 Murum filling & labour engaged in road from Tado to Navatola Pathar Road Infrastructural Development Village Navataola Tado 1.00 0.86 Direct
45 CC TV installation Rajnandgaon city Community Welfare Rajnandgaon City 3.50 3.41
46 Development of Garden & Fountain in Telibandha (Manpower Land escaping Plantation etc.) Environment Telibandha Pond Raipur 22.50 22.69 By Horticulture dept of GPIL
47 Maintenance & other expenses on garden & Plantation at RKC Compound Collectorate CSEB office & other locations of Raipur City Expenses on Landscape Work at Dharampura Road & Garden Environment Raipur City 13.00 12.97 By Horticulture dept of GPIL
48 Expenses on Maintenance of Garden & Plantation at Swami Vivekanada International Airport Raipur Environment Raipur City 1.00 0.88 By Horticulture dept of GPIL
49 Expenses on Garden & Plantation of Tatibandh Chowk Tatibandh Chowk Raipur 85.00 93.67 By Horticulture dept of GPIL
TOTAL 379.25 385.06

ANNEXURE-04 TO DIRECTORS' REPORT SECRETARIAL AUDIT REPORT

FORM NO. MR-3

FOR THE FINANCIAL YEAR ENDED MARCH 31 2016

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of The Companies(Appointment and Remuneration of

Managerial Personnel) Rules 2014]

To

The Members

Godawari Power & Ispat Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Godawari Power & IspatLimited (hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on our verification of Godawari Power & Ispat Limited books papers minutebooks forms and returns filed and other records maintained by the Company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit we hereby report that in our opinion the Companyhas during the audit period covering the financial year ended March 312016 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance mechanism in place to the extent in the manner and subjectto the reporting made hereinafter.

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 312016 accordingto the provisions of:

1. The Companies Act 2013 (the Act) and the rules made thereunder;

2. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

3. The Depositories Act 1996 and the Regulations and bye-laws framed thereunder;

4. Foreign Exchange Management Act 1999 and the rules and regulations made thereunder;to the extent of External Commercial Borrowings;

5. 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

d. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

e. Listing Agreement.

f. The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

6. The following Act are specially applicable to the Company

a. Mines Act1952

b. Mines & Minerals (Development 7 Regulation) Act1957

c. Iron Ore Mines Manganese Ore Mines & Chrome Ore Mines Labour Welfare CessAct1976

d. Iron Ore Mines Manganese Ore Mines & Chrome Ore Mines Labour Welfare FundAct1976

The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act 1992 ('SEBI Act') were not applicable to the Company during the yearunder report:

a. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009

b. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009;

c. The Securities and Exchange Board of India (Buy Back of Securities) Regulations1998;

d. The Securities and Exchange Board of India (Employees Stock Option Scheme &Employees Stock Purchase Scheme) Guidelines 1999;

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with National Stock Exchange ofIndia Limited and BSE Limited and

During the period under review the Company has complied with the all applicableprovisions of the Act Rules Regulations Guidelines Standards etc. mentioned above.

We further report that the Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors Non Executive Directors and IndependentDirectors. The Changes in the composition of the Board of Directors that took during theperiod under review were carried out in compliance with the provision of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period the Company has not taken anyactions having a major bearing on the Company's affairs in pursuance of the aboveapplicable laws rules regulations guidelines standards etc. referred to above.

FOR JAIN AND TUTEJA ASSOCIATES
Tanveer Kaur Tuteja
(Partner)
Practicing Company Secretary
Place: Raipur M. No.:7704
Date: 20.05.2016 C. P. No.:8512

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN As on the financial year ended on 31.03.2016

[Pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS
CIN L27106CT1999PLC013756
Registration Date : 21.09.1999
Name of the Company: GODAWARI POWER AND ISPAT LIMITED
Category / Sub-Category of the Company: COMPANY LIMITED BY SHARES
Address of the Registered office and contact details: Plot No. 428/2 Phase I
Industrial Area Siltara Dist. Raipur Chhattisgarh
Phone +91-771-4082333
Website: www.godawaripowerispat.com
Whether listed company: Yes
Name Address and Contact details of Registrar and Link Intime India Private Limited C-13 Pannalal Silk Mills
Transfer Agent if any: Compound L.B.S Marg Bhandup (West) Mumbai 400078.
Ph. No. 022-25963838
Email: rnt.helpdesk@linkinitime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:-

Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Iron Ore Pellets 13100 31.33%
2 Sponge Iron 27120 23.57%
3 Steel Billets 27141 15.72%
4 H.B. Wires 27181 14.45%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

S .No. Name and address of the company CIN/GLN

Holding/ subsidiary / associate

% of shares held

Applicable Section
1. Godawari Green Energy Limited U40102CT2009PLC021285

SUBSIDIARY

100.00%

2(87)
2. Godawari Clinkers & Cement Limited U26940CT2008PLC020925

SUBSIDIARY

100.00%

2(87)
3. Krishna Global & Mineral Limited U13200CT2008PLC020673

SUBSIDIARY

100.00%

2(87)
4. Godawari Integrated Steel (India) Limited U27100CT2010PLC022146

SUBSIDIARY

100.00%

2(87)
5. Ardent Steel Limited U27310MH2007PLC194166

SUBSIDIARY

75.00%

2(87)
6. Godawari Energy limited U40100CT2008PLC020552

SUBSIDIARY

51.30%

2(87)
7. Hira Ferro Alloys Limited U27101CT1984PLC005837

ASSOCIATE

48.45%

2(6)
8. Chhattisgarh Ispat Bhumi Limited U45303CT2004PLC017186

ASSOCIATE

35.36%

2(6)
9. Jagdamba Power & Alloys Limited U27104CT1999PLC013744

ASSOCIATE

26.06%

2(6)
10. Raipur Infrastructure Company Limited U45203CT2004PLC016321 JOINT VENTURE

33.3%

2(6)

11. Chhattisgarh Captive Coal Mining Limited U01410CT2005PLC018224 JOINT VENTURE

25.95%

2(6)

12. Godawari Natural Resources Limited

U14200CT2008PLC020926

JOINT VENTURE

33.88%

2(6)

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
A. Promoters
(1) Indian
a) Individual/HUF 17925684 0 17925684 54.73 18125684 0 18125684 55.34 0.61
b) Central Govt 0 0 0 0 0 0 0 0 0
c) State Govt (s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 2205169 0 2205169 6.73 2005169 0 2005169 6.12 (0.61)
e) Banks / FI 0 0 0 0 0 0 0 0 0
f)Any Other/PAC 1125000 0 1125000 3.43 1125000 0 1125000 3.43 0
Sub-total (A) (1) 21255853 0 21255853 64.89 21255853 0 21255853 64.89 0
2. Foreign
a) NRIs - Individuals 0 0 0 0 0 0 0 0 0
b) Other - Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corp. 0 0 0 0 0 0 0 0 0
d) Banks / FI 0 0 0 0 0 0 0 0 0
e) Any Other 0 0 0 0 0 0 0 0 0
Sub-total (A) (2) 0 0 0 0 0 0 0 0 0
Total shareholding of 21255853 0 21255853 64.89 21255853 0 21255853 64.89 0
Promoter (A) = (A)(1)+(A)
(2)
B. Public Shareholding
1. Institutions
a) Mutual Funds 1865927 0 1865927 5.70 1649994 0 1649994 5.04 (0.66)
b) Banks / FI 220416 0 220416 0.67 213590 0 213590 0.65 (0.02)
c) Central Govt 0 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
f) Insurance Companies 0 0 0 0 0 0 0 0 0
g) FIIs 1532 0 1532 0.00 1532 0 1532 0.00 0.00

 

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0
i) Others (specify) 0 0 0 0 0 0 0 0 0
Sub-total (B)(1)

2087875

0

2087875

6.37

1865116

0

1865116

5.69

(0.68)

2. Non-Institutions
a) Bodies Corp
i) Indian 1635519 0 1635519 4.99 1433249 0 1433249 4.38 (0.62)
ii) Overseas 0 0 0 0 0 0 0 0 0
b) Individual
i) Individual shareholders holding nominal share capital in upto Rs 1 lakh 4778220 687 4778907 14.59 4761262 687 4761949 14.54 (0.05)
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 2042615 0 2042615 6.24 1604943 0 1604943 4.90 (1.34)
c) Others
i) Clearing Member 75668 0 75668 0.23 86925 0 86925 0.27 0.04
ii) Trust 100 0 100 0.00 100 0 100 0 0
iii) NRI (Repate)

206753

0

206753

0.63

194624

0

194624

0.59

(0.04)

iv) NRI (Non Repate) 58057 0 58057 0.18 53567 0 53567 0.16 (0.02)
v) Other Director 614900 0 614900 1.88 578900 0 578900 1.77 (0.11)
vi) HUF 0 0 0 0 921021 0 921021 2.81 2.81
Sub-total (B)(2) 9411832 687 9412519 28.74 9634591 687 9635278 29.42 (0.68)
Total Public Shareholding (B)=(B)(1)+ (B)(2) 11499707 687 11500394 35.10 11499707 687 11500394 35.10 0.00
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0
Grand Total (A+B+C) 32755560 687 32756247 100 32755560 687 32756247 100 0.00

i) Category-wise Share Holding (B) Shareholding of Promoters

S. No. Shareholder's Name

Shareholding at the beginning of the year

Share holding at the end of the year

% change in share holding during the year

No. of Shares % of total Shares of the company

%of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

1 Dinesh Agrawal 1846347 5.64

732500

1846347

5.64

1846347

0
2 Hira Infra-Tek Limited 1790652 5.47

0

1790652

5.47

0

0
3 Bajranglal Agrawal 1731398 5.29 625000

1731398

5.29

1731398

0

4 Sarita Devi Agrawal 1325729 4.05 0

1525729

4.66

1430000

0.61

5 Hanuman Prasad Agrawal 1255000 3.83 625000

1255000

3.83

1255000

0

6 Bajrang Lal Agrawal HUF 1183347 3.61 0

1183347

3.61

0

0

7 Dinesh Kumar Gandhi (GPIL Beneficiary Trust) 1125000 3.43 0

1125000

3.43

0

0

8 Kumar Agrawal 1038398 3.17 0

1038398

3.17

1000000

0

9 Reena Agrawal 1028750 3.14 0

1028750

3.14

0

0

10 Madhu Agrawal 940000 2.87 0

940000

2.87

0

0

11 Jagdish Prasad Agrawal (R.R. Agrawal HUF) 879996 2.69 0

879996

2.69

0

0

12 Abhishek Agrawal 817466 2.50 0

817466

2.50

0

0

13 Kanika Agrawal 796771 2.43 0

796771

2.43

0

0

14 N P Agrawal 769346 2.35 747500

769346

2.35

747500

0

15 Rashmi Agrawal 689059 2.10 0

689059

2.10

0

0

16 Late Suresh Agrawal (Under process of transmission in the name of his legal heirs) 625000 1.91 0

625000

1.91

0

0

17 Siddharth Agrawal 597119 1.82 0

597119

1.82

0

0

18 Late Godawari Agrawal (Under process of transmission in the name of her legal heirs) 596958 1.82 0

596958

1.82

0

0

19 Vinay Agrawal 500000 1.53 0

500000

1.53

0

0

20 Narayan Prasad Agrawal HUF

475000

1.45

0

475000

1.45

0

0

21 Hira Cement Limited 414517 1.26 0

214517

0.65

0

(0.61)

22 Pranay Agrawal 250000 0.76 0

250000

0.76

0

0

23 Prakhar Agrawal 232500 0.71 0

232500

0.71

0

0

24 Dinesh Agrawal HUF 150000 0.46 0

150000

0.46

0

0

25 Nancy Agrawal 100000 0.31 0

100000

0.31

0

0

26 Suresh Kumar Agrawal HUF 97500 0.30 0

97500

0.30

0

0

Total 21255853 64.89 2730000

21255853

64.89

8010245

0

C. Change in Promoters' Shareholding (please specify if there is no change)

S. NO. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

I Sarita Devi Agrawal No. of shares % of total shares of the company No. of shares % of total shares of the company
1 At the beginning of the year 1325729 4.05 1325729 4.05
2 Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 200000 0.61 200000 0.61
Inter se transfer of shares on 16.10.2015
3 At the End of the year 1525729 4.66 1525729 4.66

 

S. NO. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

II M/s. Hira Cement Limited No. of shares % of total shares of the company No. of shares % of total shares of the company
1 At the beginning of the year 414517 1.26 414517 1.26
2 Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): (200000) (0.61) (200000) (0.61)
Inter se transfer of shares on 16.10.2015
3 At the End of the year 214517 0.65 214517 0.65

D. Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Sl. No For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

1 ICICI PRUDENTIAL VALUE DISCOVERY FUND No. of shares % of total shares of the company No. of shares % of total shares of the company
A At the beginning of the year
As on 01.04.2015 1865927 5.696 1865927 5.696
B Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
29.05.2015 Transfer (1469) (0.004) 1864458 5.691
25.12.2015 Transfer (41437) (0.127) 1823021 5.565
31.12.2015 Transfer (42103) (0.129) 1780918 5.436
01.01.2016 Transfer (355) (0.001) 1780563 5.435
08.01.2016 Transfer (130569) (0.399) 1649994 5.037

 

C At the end of the year (or on the date of separation if separated during the year)

 

As on 31.03.2016

1649994

5.037

1649994

5.037
Sl. No For Each of the Top 10 Shareholders Shareholding at the beginning of the year

Cumulative Shareholding during the year

2 DEENBANDHUJALAN No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

A At the beginning of the year
As on 01.04.2015 435996

1.331

435996

1.331

B Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
12.06.2015 Transfer 609

0.002

436605

1.333

19.06.2015 Transfer 400

0.001

437005

1.334

26.06.2015 Transfer 944

0.003

437949

1.337

30.06.2015 Transfer 638

0.002

438587

1.339

03.07.2015 Transfer 204

0.001

438791

1.340

10.07.2015 Transfer 281

0.001

439072

1.340

07.08.2015 Transfer 400

0.001

439472

1.342

11.09.2015 Transfer 225

0.001

439697

1.342

18.09.2015 Transfer 300

0.001

439997

1.343

25.09.2015 Transfer 439997

1.343

879994

2.686

30.09.2015 Transfer (439997)

1.343

439997

1.343

16.10.2015 Transfer 763

0.002

440760

1.345

18.12.2015 Transfer 5

0.000

440765

1.345

25.12.2015 Transfer 200

0.001

440965

1.346

31.12.2015 Transfer 500

0.002

441465

1.348

08.01.2016 Transfer 4700

0.014

446165

1.362

15.01.2016 Transfer 100

0.000

446265

1.362

22.01.2016 Transfer 100

0.000

446365

1.363

29.01.2016 Transfer 500

0.002

446865

1.364

19.02.2016 Transfer 107

0.000

446972

1.365

1 1.03.2016 Transfer 860

0.003

447832

1.367

C At the end of the year (or on the date of separation if separated during the year)
As on 31.03.2016 447832

1.367

447832

1.367

 

Sl. No For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

3 VIMAL KUMAR CHAUDHARY HUF No. of shares % of total shares of the company No. of shares % of total shares of the company
A At the beginning of the year
As on 01.04.2015 0 0 0 0
B Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
1 1.03.2016 transfer 349185 1.066 349185 1.066
C At the end of the year (or on the date of separation if separated during the year)
As on 31.03.2016 349185 1.066 349185 1.066

 

4 RAPID ESTATES PVT LTD No. of shares % of total shares of the company No. of shares % of total shares of the company
A At the beginning of the year
As on 01.04.2015 303500 0.926 303500 0.926
B Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
0 N.A. 0 0 0 0
C At the end of the year (or on the date of separation if separated during the year)
As on 31.03.2016 303500 0.926 303500 0.926

 

Sl. No For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

5 ALLAHABAD BANK No. of shares % of total shares of the company No. of shares % of total shares of the company
A At the beginning of the year
As on 01.04.2015 213590 0.652 213590 0.652
B Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
0 N.A. 0 0 0 0
C At the end of the year (or on the date of separation if separated during the year)
As on 31.03.2016 213590 0.652 213590 0.652

 

Sl. No For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

6 SANATAN FINANCIAL ADVISORY SERVICES PRIVATE LIMITED

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

A At the beginning of the year
As on 01.04.2015

0

0

0

0

B Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
19.02.2016 transfer

160000

0.488

160000

0.488

C At the end of the year (or on the date of separation if separated during the year)
As on 31.03.2016

160000

0.488

160000

0.488

7 MADHUSUDAN KELA

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company
A At the beginning of the year
As on 01.04.2015

135473

0.413

135473

0.413
B Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
25.09.2015 transfer

135473

0.414

270946

0.827
30.09.2015 transfer

(135473)

(0.414)

135473

0.414
C At the end of the year (or on the date of separation if separated during the year)
As on 31.03.2016

135473

0.414

135473

0.414

 

Sl. No For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

8 TARUN JAIN No. of shares % of total shares of the company No. of shares % of total shares of the company
A At the beginning of the year
As on 01.04.2015 0 0 0 0
B Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
26.02.2016 transfer 133900 0.409 133900 0.409
C At the end of the year (or on the date of separation if separated during the year)
As on 31.03.2016 133900 0.409 133900 0.409

 

Sl. No For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

9 NIRMAL BANG SECURITIES PRIVATE LIMITED No. of shares % of total shares of the company No. of shares % of total shares of the company
A At the beginning of the year
As on 01.04.2015 26447 0.081 26447 0.081
B Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
10.04.2015 transfer 271 0.001 26718 0.082
17.04.2015 transfer (1376) 0.004 25342 0.077
24.04.2015 transfer 10525 0.032 35867 0.109
01.05.2015 transfer (701) (0.002) 35166 0.107
08.05.2015 transfer 272 0.001 35438 0.108
15.05.2015 Transfer 34 0.000 35472 0.108
22.05.2015 transfer (1654) (0.005) 33818 0.103
29.05.2015 transfer 1496 0.005 35314 0.108
05.06.2015 transfer 235 0.001 35549 0.109
9 NIRMAL BANG SECURITIES PRIVATE LIMITED No. of shares % of total shares of the company No. of shares % of total shares of the company
12.06.2015 transfer (5046) (0.015) 30503 0.093
19.06.2015 transfer 3971 0.012 34474 0.105
26.06.2015 transfer 1288 0.004 35762 0.109
30.06.2015 transfer (2824) (0.009) 32938 0.101
03.07.2015 transfer (624) (0.002) 32314 0.099
10.07.2015 transfer (99) 0.000 32215 0.098
17.07.2015 transfer (39) 0.000 32176 0.098
24.07.2015 transfer 1133 0.003 33309 0.102
31.07.2015 transfer (956) (0.003) 32353 0.099
07.08.2015 transfer 9732 0.030 42085 0.128
14.08.2015 transfer 783 0.002 42868 0.131
21.08.2015 transfer 3841 0.012 46709 0.143
28.08.2015 transfer (3242) (0.010) 43467 0.133
04.09.2015 transfer 2100 0.006 45567 0.139
11.09.2015 transfer (1942) (0.006) 43625 0.133
18.09.2015 transfer (110) 0.000 43515 0.133
25.09.2015 transfer 1735 0.005 45250 0.138
30.09.2015 transfer 4955 0.015 50205 0.153
09.10.2015 transfer (765) (0.002) 49440 0.151
16.10.2015 transfer (666) (0.002) 48774 0.149
23.10.2015 transfer (386) (0.001) 48388 0.148
30.10.2015 transfer 430 0.001 48818 0.149
06.10.2015 transfer (610) (0.002) 48208 0.147
13.10.2015 transfer 10 0.000 48218 0.147
20.10.2015 transfer 7650 0.023 55868 0.171
27.10.2015 transfer 170 0.001 56038 0.171
04.12.2015 transfer 1632 0.005 57670 0.176
11.12.2015 transfer (2638) (0.008) 55032 0.168
18.12.2015 transfer 345 0.001 55377 0.169
25.12.2015 transfer (216) (0.001) 55161 0.168
31.12.2015 transfer 1799 0.005 56960 0.174
01.01.2016\ transfer (1700) (0.005) 55260 0.169
08.01.2016 transfer (1130) (0.003) 54130 0.165
15.01.2016 transfer 84 0.000 54214 0.166
22.01.2016 transfer 323 0.001 54537 0.166
29.01.2016 transfer 77479 0.237 132016 0.403
9 NIRMAL BANG SECURITIES PRIVATE LIMITED No. of shares % of total shares of the company No. of shares % of total shares of the company
05.02.2016 transfer (855) (0.003) 131161 0.400
12.02.2016 transfer 165 0.001 131326 0.400
19.02.2016 transfer (449) (0.001) 130877 0.400
26.02.2016 transfer (87) 0.000 130790 0.399
04.03.2016 transfer (405) (0.001) 130385 0.398
1 1.03.2016 transfer (1154) (0.004) 129231 0.395
18.03.2016 transfer (30) 0.000 129201 0.394
25.03.2016 transfer (1100) (0.003) 128101 0.391
31.03.2016 transfer (65) 0.000 128036 0.391
C At the end of the year (or on the date of separation if separated during the year)
As on 31.03.2016 128036 0.391 128036 0.391

 

Sl. No For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

10 SECURITIES HOLDING INDIA PRIVATE LIMITED No. of shares % of total shares of the company No. of shares % of total shares of the company
A At the beginning of the year
As on 01.04.2015 159929 0.488 159929 0.488
B Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
18.09.2015 transfer (159929) (0.488) 0.00 0.00
C At the end of the year (or on the date of separation if separated during the year)
As on 31.03.2016 0.00 0.00 0.00 0.00

 

Sl. No. For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

11 RAJINI TARUN JAIN No. of shares % of total shares of the company No. of shares % of total shares of the company
A At the beginning of the year
As on 01.04.2015 133850 0.409 133850 0.409
B Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
25.09.2015 transfer 133850 0.00 267700 0.817
30.09.2015 transfer (133850) (0.409) 133850 0.409
26.02.2016 transfer (133850) (0.409) 0 0
C At the end of the year (or on the date of separation if separated during the year)
As on 31.03.2016 0.00 0.00 0.00 0.00

 

Sl. No For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

12 VIMLA S JAJOO No. of shares % of total shares of the company No. of shares % of total shares of the company
A At the beginning of the year
As on 01.04.2015 118199 0.361 118199 0.361
B Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
25.09.2015 transfer 118199 0.361 236398 0.722
30.09.2015 transfer (118199) (0.361) 118199 0.361
18.12.2015 transfer (118199) (0.361) 0 0
C At the end of the year (or on the date of separation if separated during the year)
As on 31.03.2016 0.00 0.00 0.00 0.00

 

Sl. No For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

13 ANKIT JAJOO No. of shares % of total shares of the company No. of shares % of total shares of the company
A At the beginning of the year
As on 01.04.2015 116407 0.355 116407 0.355
B Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
25.09.2015 transfer 116407 0.355 232814 0.711
30.09.2015 transfer (116407) (0.355) 116407 0.355
18.12.2015 transfer (116407) (0.355) 0 0
C At the end of the year (or on the date of separation if separated during the year)
As on 31.03.2016 0.00 0.00 0.00 0.00

 

Sl. No For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

14 SURESH K JAJOO No. of shares % of total shares of the company No. of shares % of total shares of the company
A At the beginning of the year
As on 01.04.2015 114579 0.3498 114579 0.3498
B Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
18.12.2015 transfer (1 14579) 0.3498 0.00 0.00
C At the end of the year (or on the date of separation if separated during the year)
As on 31.03.2016 0.00 0.00 0.00 0.00

E. Shareholding of Directors and Key Managerial Personnel:

Sl No. Name of Director/KMP

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares No. of shares % of total shares
A BAJRANG LAL AGRAWAL - MANAGING DIRECTOR - KMP
1 At the beginning of the year 1731398 5.29 1731398 5.29
2 Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 0.00 0.00 0.00 0.00
3 At the End of the year 1731398 5.29 1731398 5.29
B. SHRI ABHISHEK AGRAWAL - DIRECTOR
1 At the beginning of the year 817466 2.50 817466 2.50
2 Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 0.00 0.00 0.00 0.00
3 At the End of the year 817466 2.50 817466 2.50
C SHRI DINESH AGRAWAL - WHOLE TIME DIRECTOR- KMP
1 At the beginning of the year 1846347 5.64 1846347 5.64
2 Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 0.00 0.00 0.00 0.00
3 At the End of the year 1846347 5.64 1846347 5.64
D MS. BHAVNA GOVINDBHAI DESAI- INDEPENDENT DIRECTOR
1 At the beginning of the year 477900 1.45 477900 1.45
2 Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 0.00 0.00 0.00 0.00
3 At the End of the year 477900 1.45 477900 1.45
E SHRI DINESH KUMAR GANDHI
1 At the beginning of the year 36000 0.109 36000 0.109
2 Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): Transfer of 36000 shares on 02.03.2016 (36000) (0.109) (36000) (0.109)
3 At the End of the year 0.00 0.00 0.00 0.00
F SHRI HARI SHANKAR KHANDELWAL-INDEPENDENT DIRECTOR
1 At the beginning of the year 1000 0.00 1000 0.00
2 Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 0.00 0.00 0.00 0.00
3 At the End of the year 1000 0.00 1000 0.00
G SHRI Y.C. RAO- CS - KMP
1 At the beginning of the year 17668 0.05 17668 0.05
2 Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 0.00 0.00 0.00 0.00
3 At the End of the year 17668 0.05 17668 0.05

Note: The other Directors and Key Managerial Personnel were not holding any shares inthe company at the beginning and they neither acquired/sold any shares during thefinancial year nor holding any shares at the end of the financial year.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment -

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial Year
i) Principal Amount 9279064915 9279064915
ii) Interest due but not paid 17764855 17764855
iii) Interest accrued but not due 62187948 62187948
Total (i+ii+iii) 9359017718 9359017718
Change in Indebtedness during the financial year
• Addition (including interest) 2615219735 232200000 2847419735
• Reduction 1587575218 1587575218
Net Change 1027644517 232200000 1259844517
Indebtedness at the end of the financial year
i) Principal Amount 10306709432 232200000 10538909432
ii) Interest due but not paid 11898433 11898433
iii) Interest accrued but not due 60595316 660960 61256276
Total (i+ii+iii) 10379203181 232860960 10612064141

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to ManagingDirector Whole-time Directors and/or Manager:

Sl. no. Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount (In ')

B.L.

Agrawal

(MD)

Dinesh

Agrawal

(WTD)

Abhishek

Agrawal

(WTD)

Vinod

Pillai

(WTD)

1 Gross salary
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961 6000000 1800000 1800000 1080000 10680000
(b) Value of perquisites u/s 17(2) Income-tax Act 1961

NIL

NIL

NIL

NIL NIL
(c) Profits in lieu of salary under Section 17(3) Income-tax Act 1961
2 Stock Option NIL

NIL

NIL

NIL

NIL
3 Sweat Equity

NIL

NIL

NIL

NIL

NIL

4 Commission
- as % of profit

NIL

NIL

NIL

NIL NIL
- others specify...
5 Others please specify - - - - -
Total (A) 6000000 1800000 1800000 1080000 10680000

 

Ceiling limit as per the Act ' 6000000/- per managerial person as per the provisions of Sec. 197 read with Schedule V of the Companies Act 2013.

B. Remuneration to other directors:

Sl. no. Particulars of Remuneration

Total

Amount

Biswajit

Choudhuri

B.N.

Ojha

Shashi

Kumar

Bhavna G Desai Hari Shankar Khandelwal Dinesh

Gandhi

1. Independent Directors
• Fee for attending board / committee meetings 270000 245000 150000 130000 205000 0 1000000
• Commission 250000 250000 250000 250000 250000 0 1250000
• Others please specify
Total(1) 520000 495000 400000 380000 455000 0 2250000
Other Non-Executive Directors
• Fee for attending board / committee meetings 0.00 0.00 0.00 0.00 0.00 0 0.00
• Commission
• Others please specify
Total(2) 0.00 0.00 0.00 0.00 0.00 0 0.00
Total (B)=(1+2) 520000 495000 400000 380000 455000 0 2250000

 

Total Managerial Remuneration Overall Ceiling as per the Act 1% of Net Profit calculated as per the provisions of Sec. 197 & 198 of the

Companies Act 2013

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. Particulars of Remuneration

Name of KMP

no. Y.C. Rao (Company Secretary) Sanjay Bothra (CFO) Total
1. Gross salary 2397536 4522937 6920473
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income-tax Act 1961
(c) Profits in lieu of salary under Section 17(3) Income-tax Act 1961
2. Stock Option NIL NIL NIL
3. Sweat Equity

NIL

NIL

NIL

4. Commission - as % of profit

NIL

NIL

NIL

- others specify...
5. Others please specify NA NA NA
Total 2397536 4522937 6920473

VI. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT / COURT] Appeal made if any (give Details)
A. COMPANY
PENALTY
Punishment NA NA NA NA NA
Compounding NA NA NA NA NA
B. DIRECTORS
Penalty NA NA NA NA NA
Punishment NA NA NA NA NA
Compounding NA NA NA NA NA
C. OTHER OFFICERS IN DEFAULT
Penalty NA NA NA NA NA
Punishment NA NA NA NA NA
Compounding NA NA NA NA NA

(A) CONSERVATION OF ENERGY-

(i) the steps taken or impact on conservation of energy:

Steps Taken:

1. Installation of AC Drive 110 KVA for root blower in Kiln 1 (01 Nos.)

2. Installation of AC Drive 110 KVA for Cooler Main Drive in Kiln 1 (01 Nos.)

3. Hot well tank of Kiln 3 & 4 has been merged which helped in elimination of Kiln4 Hot well pump system.

4. Installation of Bag filter dust injection system in all kiln's

5. Installation of backflow wet-scrapper in Kiln 3

6. Removal of Kiln feed conveyor no 3 by increasing the length of PH feed conv. No 2

7. Installation of indigenously built Cooling tower (2 nos.) in SID Phase 2 cold welltank

8. Construction/Erection of Cooler water trough in Kiln 3 & 4

9. Replacement of whole Air Nozzle of AFBC -1 so that we have power saving in FD and PAfans due to reduction in the fan RPM for the same FD air flow

10. Using charging box for raw material (Scrap and Alloys) charging instead of numerousmagnet charging.

11. 1.5 MTPA - CCR-Installation of fluffer in RC-02 discharge

12. 0.6MTPA - GCR - Installation Of VFD (45 Amp) For Pressure Control With PID Loop ingland sealing pump

13. 0.6MTPA - GCR - Installation Of VFD (59 Amp) For Pressure Control With PID Loop inflush water pump

14. 1.2MTPA - CCR - Pump Impeller Trimming As Per System Pressure & FlowRequirement with respect to Pump Data Curve in

AC cooling water pump 1 & 2

15. 1.5MTPA - CCR - BC-12 conveyor motor rating reduced from 18.5 KW to 15 KW motor.

16. 1.5MTPA - CCR - Q2 conveyor motor rating reduced from 30 KW to 18.5 KW motor.

The impact of above measures:-

1) Installation of AC drive in root blower leads to saving in power consumption.

2) Installation of AC drive in Cooler main drive leads to saving in power consumption.

3) By eliminating hot well pump power saving is done.

4) By installation of the system of BFD injection potential improvement in Steamgeneration is observed by around 2TPH.

5) Backflow wet scrapper installation helps in controlling pollution and conservationof coal.

6) By eliminating Kiln feed conv. No 3 saving of power is done.

7) Installation of cooling tower in cold well tank helped in maintaining the watertemperature for better cooling able to increase feed rate and output from kiln.

8) Modification in cooler water trough helped in saving significant amount of waterapprox 20%.

9) Power saving in FD and PA fans due to reduction in the fan RPM.

10) (a) Instead of Numerous magnets charging restricts single box charging of Raw Mixin the Sintering heat of Induction

Furnace to maintain the EOT crane movements resulting in power savings as well asreduces breakdown Lower the spare cost

(b) The use of charging box for raw material feeding enables us to quantify the chargemix quantity into the induction furnace to maintain the quantity of Liquid Metal alsocontrols the stock inventory level.

11) Installation of fluffer lead to reduction of recycling material and improvedproductivity with less number of balling disc run hours. One disc is completely kept onstand-by to achieve the desired production resulting in decreased power consumption.

12) Installation of VFD in Gland water pump facilitated saving in energy

13) Installation of VFD in Flush water pump facilitated saving in energy

14) Resizing of impeller facilitated saving in energy

15) BC-12 conveyor motor rating reduced from 18.5 KW to 15 KW motor.

16) Q2 conveyor motor rating reduced from 30 KW to 18.5 KW motor.

(ii) the steps taken by the company for utilising alternate sources of energy; None.
(iii) the capital investment on energy conservation equipments; Rs In lacs.
1. Installation of AC Drive 110 KVA for root blower in Kiln 1 (01 Nos.) 4.50
2. Installation of AC Drive 110 KVA for Cooler Main Drive in Kiln 1 (01 Nos.) 5.10
3. Installation of APFC Panel in SID Phase 1 & 2 4.40
4. Installation of Bag filter dust injection system in all kiln's 28.22
5. VFD (45 Amp) 0.55
6. VFD (59 Amp) 0.63
(B) TECHNOLOGY ABSORPTION-
(i) the efforts made towards technology absorption; None
(ii) the benefits derived like product improvement cost reduction product development or import substitution; None
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- None
(a) the details of technology imported; NA
(b) the year of import; NA
(c) whether the technology been fully absorbed; NA
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and NA
(iv) the expenditure incurred on Research and Development. NA
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO- Rs In lacs.
The Foreign Exchange earned in terms of actual inflows during the year Nil
Foreign Exchange outgo during the year in terms of actual outflows. 24161.33

ANNEXURE-07 TO DIRECTORS' REPORT NOMINATION AND REMUNERATION POLICY

1. OBJECTIVE
This Nomination and Remuneration Policy has been framed in compliance with Section 178 of the Companies Act 2013 read along with the applicable rules thereto and thereunder the Committee may recommend to the Board with reasons recorded in writing removal of a Director KMP or SMP subject to the provisions and compliance of the said Act rules and regulations.
Clause 49 under the Listing Agreement.
2. DEFINITIONS 7. RETIREMENT
2.1. "Committee" means Nomination and Remuneration Committee. The Director KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company.
8. REMUNERATION POLICY
2.2. "Senior Management Personnel" means Senior Management means personnel of the company who are members of its core management team including Functional Heads. The remuneration compensation commission sitting fee etc. to the Directors KMP and SMP will be determined by the Committee and recommended to the Board for
3. NOMINATION POLICY
i. The Committee shall identify persons who possess adequate qualification expertise and experience for the position he/she is considered for appointment as Director Key Managerial Personnel (KMP) or at Senior Management level Personnel (SMP) and recommend to the Board his/her appointment. approval subject to limitations mentioned in the Companies Act 2013 and the amendments made therein from time to time. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government wherever required.
9. AMENDEMENTS
ii. The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders. The Board may subject to applicable laws amend any provision(s) or substitute any of the provision(s) with the new provision(s) or replace the Policy entirely with a new Policy based on the recommendations of the Committee.
4. TERM / TENURE 10. SCOPE AND LIMITATION
The Company shall appoint or re-appoint any person as its Managing Director Executive Director Independent Director or Non-executive Director for a term not exceeding period as mentioned in the Companies Act 2013 or any amendment made from time to time. In the event of any conflict between the provisions of this Policy and the Listing Agreement / Companies Act 2013 or any other statutory enactments rules the provisions of such Listing Agreement / Companies Act 2013 or statutory enactments rules shall prevail over this Policy.
5. EVALUATION 11. DISSEMINATION OF POLICY
This policy shall be disclosed in the annual report of the Company.
The Committee shall review the performance of every Director at regular interval or at least once in a year. 12. EFFECTIVE DATE This Policy shall come into force on 14.03.2015.
6. REMOVAL
Due to reasons for any disqualification mentioned in the Act or under any other applicable Act rules and regulations