Monnet Ispat & Energy Ltd.
|BSE: 513446||Sector: Metals & Mining|
|NSE: MONNETISPA||ISIN Code: INE743C01013|
|BSE 15:49 | 23 Mar||17.10||
|NSE 15:54 | 23 Mar||17.20||
|Mkt Cap.(Rs cr)||343|
|Mkt Cap.(Rs cr)||343.32|
Monnet Ispat & Energy Ltd. (MONNETISPA) - Director Report
Company director report
To the Members
Your Directors hereby submits the 27th (Twenty-Seventh) Annual Report on thebusiness and operations of your Company along with the Audited Financial Statements forthe financial year ended 31st March 2017 (year under review).
1. FINANCIAL SUMMARY
The Financial summary and performance Highlights of your Company for the year underreview are as follows:
Previous year's figures have been regrouped/ rearranged wherever considered necessary.
2. FINANCIAL AND OPERATIONAL PERFORMANCE
During the year under review your Company's revenue from operations was Rs. 1375.08/-Crores . Further in the Financial Year ended 31st March 2017 the profitbefore tax (PBT) was negative and stands at Rs. (-)1728.80/-crore as against Rs.(-)1704.88/-crore in the previous year and profit after tax (PAT) was Rs. (-)1733.86/-crore against Rs. (-) 1704.74/-crore in the previous financial year.
During the year under review your Company's revenue from operations was Rs. 1375.08/-Crores . Further in the Financial Year ended 31st March 2017 the profitbefore tax (PBT) was negative and stands at Rs. (-)2127.26/- crore as against Rs.(-)1918.05/- crore in the previous year and profit after tax (PAT) was Rs. (-) 2132.32/-crore against Rs. (-) 1917.36/- crore in the previous financial year.
Further there has been no change in the nature of business during the year underreview.
3. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
The Strategic Debt Restructuring (SDR) in terms of the RBI Circular reference no.DBR.BP.BC.No.101/21.04.132 /2014-15 dated June 08 2015 commenced on August 22 2015 andexpired on February 21 2017 after completion of the 18 months as per the provisions ofthe aforesaid circular.
During this period the lenders initiated two rounds of bidding and one bid wasreceived in each of the two rounds with the bid received in the second round beingsuperior in all respects. Though the second round of bidding got over in February 2017the lenders could not decide on the same and kept it pending.
In the meantime SBI as the leader of the consortium of lenders has filed a petitionwith National Company Law Tribunal (NCLT) under Insolvency & Bankruptcy Code (IBC) fora resolution of the financial difficulties faced by the Company. This was done after themeeting of the company's lenders held on June 21 2017.
We find this to be a positive development as it is expected to not only addressrecoverability of the lenders' loans but also make available the necessary financialresources for future growth prospects of the company.
There has been no further material change and commitments occurred between the end ofthe financial year of the Company i.e. 31st March 2017 and the date of thisreport affecting financial position of the Company apart from the above.
4. SHARE CAPITAL
There was no change in the Company's share capital during year under review.
The authorized share capital of the Company as at 31stMarch 2017 was Rs.3860000000/-(Rupees Three Hundred Eighty Six Crore Only). The Company's IssuedSubscribed and Paid-up share capital as on 31st March 2017 was Rs.3757854834/- (Rupees Three Hundred Seventy Five Crore Seventy Eight Lacs Fifty FourThousand Eight Hundred Thirty Four Only) divided into 200768242 (Twenty Crore SevenLacs Sixty Eight Thousand Two Hundred Forty Two Only) equity shares of Rs. 10/- Rupees TenOnly) Each and preference share at 17500000 (One Crore Seventy Five Lacs Only) 6.5%Cumulative Non-Convertible redeemable preference shares of Rs. 100/- (Rupees Hundred Only)each.
5. NON-CONVERTIBLE DEBENTURES
The company has 9200 Secured Redeemable NonConvertible Debentures (NCDs) of Rs.1000000/- each aggregating to Rs. 920.00 Crores the details of NCDs are given in theNote No 16(b) of the Standalone Financial Statement.
6. CREDIT RATING
Your Company's credit rating was rated as "CARE D" for the long-termdebt/faciliti'es/NCDs rated by Credit Analysis & Research Ltd. (CARE). However thesame was suspended by them during the year.
7. DIVIDEND AND RESERVES
In view of the losses incurred by the Company Board has not recommended any Dividendfor the year under review. Accordingly the Company has not transferred any amount toreserve.
8. PUBLIC DEPOSITS
Your Company has neither accepted nor renewed any deposits falling within the perviewof section 73 of the Act read with the Companies (Acceptance of Deposits) Rule 2014 duringthe year
There is no unclaimed or unpaid deposit lying with the Company.
9. SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
As on March 31 2017 your Company has (10)tensubsidiary Companies (including 4step-down subsidiaries) 4 joint ventures and 1 associate Company. The consolidatedfinancial statements presented by the Company include financial information of itsSubsidiaries Joint Ventures and Associate Companies except one Joint Venture MandakiniCoal Company Ltd. and one associate company Orissa Sponge Iron and Steel Ltd. andprepared in compliance with applicable Ind AS. During the year the Company started theprocess of liquidation of Monnet Overseas Limited which completed on 14th May2017. A gist of financial performance of these companies is contained in form AOC-1 andforms the part of this report and annexed as Annexure 1.
The Annual Accounts of the subsidiary Companies are open for inspection by anyShareholder at the Company's Registered Office situated at Monnet Marg Mandir HasaudRaipur-492101 Chhaffisgarh and the Company will make available these documents and therelated detailed information upon request by any Shareholder of the Company or anyShareholder of its Subsidiaries Joint ventures and Associate Companies who may beinterested in obtaining the same.
Further the Consolidated Financial Statements of your Company and all itssubsidiaries joint ventures and associate Company for the year under review is preparedin compliance with the applicable provisions of the Companies Act 2013 Ind AS onConsolidated Financial Statements and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirement) Regulations 2015 ("SEBI Listing Regulation2015") which forms part of the Annual Report.
The Policy for determining material subsidiaries as approved may be accessed on theCompany's Website in investor section: http://www.monnetgroup.com/pdfs/others/miel/Policy_on_Material_Subsidiary-MIEL.pdf
10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
State Bank of India (SBI) as the leader of the consortium of lenders has filed apetition with National Company Law Tribunal (NCLT) under Insolvency & Bankruptcy Code(IBC) for a resolution of the financial difficulties faced by the Company. This was doneafter the meeting of the company's lenders held on June 21 2017.
11. INTERNAL FINANCIAL CONTROLS
Internal Control systems are the integral part of Company's corporate governance. YourCompany has effective internal control environment. Control systems have documentedpolicies checks and balances guidelines and procedures that are supplemented by robustinternal audit processes and monitored continuously by periodical reviews by managementwhich provides reasonable assurance that all assets are safeguarded; transactions areauthorized recorded and reported properly. Your Company has an independent MIS and AuditDepartment to oversee the day-to-day functioning of the Company. The Company has properbudgeting system and the actual performance is continuously evaluated and the correctivemeasures are taken from time to time. The internal control system is designed to ensurethat all Financial and other records are reliable for preparing Financial Statementsother data and for maintaining accountability of assets.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Resignations of Directors During the year
During the year under review IDBI Bank Ltd. withdrew it's Nominee Director Mr. SureshKishanchand Khatnahar and accordingly Mr. Suresh Kishanchand Khatnahar resigned w.e.f. 27thNovember 2016. Ms. Bhawna Thakur and Mr. Amit Dixit Directors in the capacity ofIndependent Director resigned w.e.f. 09th December 2016 and 06th December2016 respectively. Further Mr. C.P. Baid Whole-time Director resigned w.e.f. 31stMarch 2017.
Appointments of Directors During the year
During the year under review Mr. Shantanu Prasad was appointed as Nominee Director ofIDBI Bank Limited w.e.f. 09th December 2017. Ms. Ankita Wadhawan was appointedas Additional Director in the capacity of Independent Director w.e.f. 31stMarch 2017 and Mr. Kunal Sharma was appointed as Additional Director in IndependentCategory w.e.f. 14th February 2017.Further Mr. Sandeep Jajodia was reappointed asChairman and Managing Director of the Company w.e.f. 31st March 2017.
Directors Seeking Appointment/Re-appointment
In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. J.P. Lath (holding DIN-00380076) Director retires by rotation and being eligible has offered himself forre-appointment.
Further your Directors recommends regularization of Mr. Shantanu Prasad NomineeDirector as Director of the Company Ms. Ankita Wadhawan and Mr. Kunal Sharma as Directorof the Company in the capacity of Independent Directors and reappoint Mr. Sandeep Jajodiaas Chairman and Managing Director of the Company. The brief resume of Directors seekingappointment/re-appointment and other details as required under SEBI Regulations 2015 areprovided in the Notice of Annual General Meeting of the Company.
Key Managerial Personnel
Pursuant to the provisions of Section 2(51) &203 of the Companies Act 2013 theKey Managerial Personnel (KMP) of the Company are :-
1. Mr. Sandeep Jajodia - Chairman & Managing Director & CEO
2. Mr. Sanjay Kumar Garodia- Chief Financial Officer
3. Mr. Hardeep Singh - Company Secretary
Mr. Raj Kumar Ralhan Chief Financial Officer was appointed on 30th May2016. Further he resigned on 09th December 2016. Mr. Sanjay Kumar GarodiaChief Financial Officer of the Company was appointed on 14th February 2017.
During the period under review Mr C.P. Baid was appointed as Director w.e.f. 07thNovember 2016. Further his designation was changed to Whole-time
Director w.e.f. 09th December 2016.Mr. C.P. Baid resigned w.e.f. 31stMarch 2017.
13. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
a. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the Financial Year2016-17 and of the profit and loss of the Company for that period;
c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. The Directors have prepared the annual accounts on a going concern basis;
e. The Directors have laid down internal financial controls to be followed by theCompany and such internal financial control are adequate and were operating effectively;and
f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
14. PERORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act 2013 and the SEBI ListingRegulations 2015 the Board has formulated a framework containing inter- alia thecriteria for performance evaluation of the entire Board of the Company its Committees andindividual Directors including Independent Directors.
Schedule IV to the Companies Act 2013 also provides for the performance evaluation ofIndependent
Directors by the entire Board of Directors excluding the Directors being evaluated.
After performance evaluation of the Independent Directors the performance evaluationof the Chairman and the Non-Independent Directors was carried out by the IndependentDirectors. The Board of Directors expressed their satisfaction with the evaluationprocess.
The manner in which the evaluation of the Board its Committees and individualDirectors has been carried out is explained in the Corporate Governance Report which formspart of this Annual Report.
15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year 6(Six) Board Meetings were duly convened and held the details ofwhich are given in the Corporate Governance Report which forms part of this Annual Report.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
16. COMMITTEES OF THE BOARD
As on March 31 2017 the Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee.
5. Executive Committee
6. Finance Committee
7. Allotment Committee
During the year the Board approved the merger of Share Transfer Committee intoStakeholders Relationship Committee.
The details of the Committees along with their composition number of meetings termsof reference and attendance of members at the meetings are provided in the CorporateGovernance Report which forms part of this Annual Report. Further during the year underreview the board has accepted all the recommendations of the Audit Committee.
17. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
Your Company has received the necessary declaration from each Independent Director thathe/she meets the criteria of Independence as laid out in Section 149(6) of the CompaniesAct 2013 read with the Schedules rules made thereunder and Regulation 25 of SEBI ListingRegulations 2015.
18. NOMINATION AND REMUNERATION POLICY
Pursuant to applicable provisions of section 134(3)(e) and Section 178(3) of theCompanies Act 2013 & SEBI Listing Regulations 2015 the Board of Directors hasframed a policy which lays down a framework in relation to remuneration of Directors KeyManagerial Personnel and Senior Management of the Company. This policy also lays downcriteria for selection and appointment of Board Members including the criteria fordetermining qualification positive attributes independence of directors and othermatters. The details of this policy are explained in the Corporate Governance Report whichforms the part of this Annual Report.
The Nomination and Remuneration Policy as approved by the Board of Directors has alsobeen uploaded on the website of the Company VIZ:-http://www.monnetgroup.com/pdfs/others/mi el/Policy_on_Nomination%20_Remuneration_and_Board-MIEL.pdf
19. VIGIL MECHANISM CUM WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Vigil Mechanism Cum Whistle Blower Policy todeal with instances of fraud and mismanagement if any. Details of the same are given inthe Corporate Governance Report. The same has also been displayed on the website of theCompany V I Z: http://www.monnetgroup.com/pdfs/others/miel/Policy_on_Vigil_Mechanism-MIEL.pdf
20. RELATED PARTY TRANSACTIONS
All related party transactions entered during the financial year ended March 31 2017were on arm's length basis and in the ordinary course of business and therefore do notattract the provisions of Section 188 of the Companies Act 2013.Further there were nomaterially significant transactions between the Company and related parties during theyear under review and suitable disclosures as required by the Ind AS has been made in thenotes to the accompanying Financial Statements. In this regard disclosure in Form AOC-2in terms of Section 134(3)(h) of the Companies Act 2013 is attached herewith as Annexure- 2 and form part of the report.
The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company viz: http://www.monnetgroup.com/pdfs/others/miel/Policy_on_Related_Party_Transactions.pdf
21. CORPORATE SOCIAL RESPONSIBILITY
In compliance with Section 135 of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 as amended up to date the Companyhas formed Corporate Social Responsibility ("CSR") Committee. Details of CSRCommittee along with their composition number of meetings terms of reference andattendance of members at the meetings are provided in the Corporate Governance Report. Thepolicy on CSR as approved by the Board of Directors is also uploaded on the website of theCompany i.e. www.monnetgroup.com.
Pursuant to Section 135 of the Companies Act 2013 read with CSR policy of the Companyit is required to spend two percent of the average net profit of the Company for threeimmediately preceding financial years. The average net profits for three financial yearswas Rs. (-)849.77crore. As the average net profit of the company during previous threefinancial years is negative the company is not required to spend any amount for thepurpose of CSR during the year under review.
Annual Report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 as amended have been annexed as Annexure-3 andforms integral part of this Report
a) Statutory Auditor
At the Annual General Meeting held on September 27 2014 M/s. O.P. Bagla& Co.Chartered Accountants (Firm Registration No. 000018N) were appointed as the StatutoryAuditors of the Company to hold the office till the conclusion of Annual General Meetingto be held in the calendar year 2017 subject to the ratification of shareholders at everyAnnual General Meeting.
In terms of secti'on139 no listed company shall appoint or re-appoint an audit firm inthe same company for more than two terms of five consecutive years. Every company whichwas following under the provision of this Act was required to company the same withinthree years of commencment of the companies Act2013. Therefore the existing StatutoryAuditor of the company. M/s O.P. Bagla & company Statutory Auditors can only beappointed for maximum tenure of there years. As such they are not eligible for beingre-appointed as Statutory Auditor. Pursuant to recommendation of Audit Committee of theBoard of Directors M/s APAS & Co. Chartered Accountants (Registration No.000340C)be and hereby appointed as Auditors of the Company to hold such office from conclusion ofensuing Annual General Meeting until conclusion of 32nd Annual General Meeting(subject to ratification of the appointment by the members at every AGM held after thisAGM) to conduct audit at a remuneration that may be fixed by the Board of Directors whoare duly authorized to finalize the same plus service tax as applicable and reimbursementof out-of- pocket expenses incurred.
Comments/Qualificati'ons of the Statutory Auditors in their report and the notesforming part of the Accounts are self-explanatory. Management representations to thesequalificati'ons/comments are as follows:
A. Matter of Emphasis in the Audit Report on Standalone Financial Statement andComments of Management thereon :-
Emphasis of Matter
1. We draw attention to the following matters in the Notes to thefinancial statements:
(a) Cancellation of coal blocks of the Company:
The Company had invested directly or through Joint Ventures an aggregate amount ofRs.109.04 crores in five coal blocks which have been cancelled pursuant to court order. Noadjustment has been made against impairment of assets since the final compensation amountis not yet ascertained / under litigation.
Management Response: The Coal Block was cancelled pursuant to the decision of theHon'ble Supreme Court to de-allocate all coal block in the Country. The impact on thefinancial wealth of the Company is due to loss of advantage of concessional coal comingfrom the coal block. The Company is now exposed to market rates of Coal.
(b) The Company has accumulated losses resulting in erosion of net worth and hasincurred net cash losses in the current and immediately preceding financial year. Thecurrent liabilities of the Company exceeded its current assets as at the balance sheetdate. The lenders have implemented SDR whereby they have taken 51% stake in the Companythrough part conversion of the existing debt. As per terms of the scheme the lenders willtake steps to identify a new investor to take over management control of the company. Thesingle largest bid generated in the second round of bidding held in February 2017 isreportedly pending with the lenders for their consideration. Besides this other steps arealso being taken to augment the financial resources to ramp up the operations. In view ofthe same these financial statements have been prepared on going concern basis.
Management response: Due to adverse condition in Steel industry on account ofdrastic fall in prices of steel the company has suffered losses in the last three yearswhich is impacting the net worth of the Company. However this may not constitute as adoubt on the continuity of the Company as going concern as the lenders have initiated theprocess of Strategic Debt Restructuring (SDR) for revival of the company and further StateBank of India (SBI) as leader of consortium of lenders has held a petition with NationalCompany Law Tribunal (NCCT) under in solvency and Bankruptcy Code (IBC) for a resolutionfor the financial difficulties face by the company .
B. Basis for Qualified Opinion in the Audit Report on Consolidated Financial Statementand Comments of Management thereon -
(a) In one of the Subsidiary Companies Monnet
Power Company Limited Long term and short term borrowings are continued to beclassified as non-performing by most of the lenders and actual liability towards interestetc. is pending to be crystalized. In view of uncertainty the company has not providedinterest including penal interest and other dues upto 31.03.2017 on such borrowings tothe extent the same has remained unpaid. Had the interest been provided loss for the yearand previous year would have been higher by Rs. 578.45 crores and Rs. 432.15 croresrespectively (based on prevailing terms & conditions of lending) with an increase inliability/borrowings and corresponding decrease in other equity of Rs.1010.60 crores forthe year ended 31st March 2017.
Management response: As reported in the last Consolidated Balance Sheet the projectof Monnet Power Company Limited one of the subsidiary of the Company continued to bestalled. The lenders are running the process of auctioning the power plant which is underprocess. Since the project does not have any cash flows the serviceability of the debt isalso not met. It is expected that the bidding process of the banks based on the currentstatus may conclude by first half of current financial year subject to the agreement onthe terms and conditions between the lenders and the potential buyer. As the interest isnot being served therefore the management decided to provide for interest due as andwhen the project is revived and treatment of debt and interest is decided by the lenders.
(b) Financial statements of one joint venture company Mandakini Coal Company Ltd havenot been received for the year ended 31st March 2017. The last available financialstatements of the company have been considered in the consolidated financial statements.
Management response: The Company is pursuing with both the companies for theBalance Sheet for F.Y-2017. However both the companies were unable to provide the same.
b) Secretarial Auditor
Pursuant to Section 204 of the Companies Act 2013 the Company had appointed M/sSanjay Grover & Associates Practicing Company Secretaries (Firm Registration No-P2001DE052900) New Delhi as its Secretarial Auditor to conduct the Secretarial Audit ofthe Company for FY 2016-2017.The Report of Secretarial Auditor in Form MR-3 for thefinancial Year 2016-2017 is annexed to the report as Annexure-4.
The Secretarial Audit Report for the financial year ended March 31 2017 containscertain observations and remarks which are given along with the management reply for thesame.
The Company has given loan to its Subsidiary Company namely Monnet PowerCompany Limited however no interest was charged on such loan;
Monnet Ispat & Energy Limited is the sponsor Company of Monnet Power CompanyLimited and the entire promoters' equity has been subscribed by Monnet Ispat & EnergyLimited apart from minor stake to Blackstone a private equity fund. Further Monnet PowerCompany Limited is still in project implementation stage and does not have revenue of itsown. Therefore any requirements of cash have to be met by sponsor. The amount paid isentitled to be converted into equity but is shown as unsecured loan pending the decisionof conversion into equity.
Promoters of the Company namely Monnet International Limited & UdhyamMerchandise Private Limited pledged 73284 shares & 5000000 shares respectively on13.12.2016 and the same was not intimated to stock exchanges;
The promoters of the Company made all the compliance in terms of Regulation 31(1) and31(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 aboutpledge created in favor of State Bank of Patiala and the same was displayed on the websiteof Stock Exchange. However due to ambiguity in the provisions of regulation 7(2)(a) ofProhibition of Insider trading regulations 2015 the same was not submitted under the saidregulation. However due compliance have been made and the fact has been displayed on thewebsite of Stock Exchange.
The Company has paid excess remuneration to Mr. CP Baid Whole-timeDirector of the Company in the financial year 2014-2015 and such remuneration has notbeen recovered from him till now which is not in compliance with MCA order no.C74897683/2016-CL- VII dated September 01 2016;
Ministry of Corporate Affairs (MCA) vide order dated 06th January 2016directed the Company to recover the entire amount of Rs. 12695039from Mr. C.P. Baidpaid during the financial year 201415. The Company has taken the requisite step and askedhim for recovery of salary paid for financial year 2014-15. However Mr. C.P. Baidinformed the Company that his services to the Company was in the capacity of full timeemployee and designated as Dy. Managing Director. He further retreated that he is not abeneficial owner/ promoter of the company and holds no shares of the Company either and assuch cannot be denied the right of compensation as salary in lieu of the services renderedby him as full time employee of the company. The salary income is his major source ofearning to provide bread and butter to him and his family and provide for variousamenities of life. Further he resigned from the post of Dy. Managing Director w.e.f. 31stMarch 2017. The Company is exploring the option either for recovery of the said amountfrom Mr. C.P. Baid or approaching the MCA for waiver of the same.
Board of Directors of the Company does not have sufficient number ofindependent directors as per Regulation 17 of SEBI Listing Regulations during the auditperiod however the same is complied with on March 31 2017;
During the year the Company was under the process of appointing the requisite numberof Independent Directors which was complied with on 31st March 2017.Cost audit report has not been placed before the board within 180 days of theclosure of financial year as required under Rule 6(5)of Companies (Cost Records and Audit)Rules 2014;
CARE has suspended the ratings assigned to the bank facilities/Instruments of the Company w.e.f. December 30 2016 and the same was not intimated tostock exchanges as required under Regulation 30 of the SEBI Listing Regulations;
The Company has not received any communication from CARE regarding suspension ofrating.
c) Cost Auditor
Your Board on the recommendation of Audit Committee has appointed M/s. N. K. Jain andAssociates(Firm Registration Number 101952) Cost Accountants as the Cost Auditor of theCompany for the financial year 2017-18 in accordance with the provisions under Section 148of the Companies Act 2013 read with rules made there under.
23. OTHER INFORMATION
a) Details in respect of frauds reported by Auditors other than those which arereportable to the Central Government
The Statutory Auditors Secretarial Auditors Cost Auditors or Internal Auditors of theCompany have not reported any frauds to the Audit Committee or to the Board of Directorsunder Section 143(12) of the Companies Act 2013 including rules made thereunder.
b) Stock Options Scheme
The Company does not have any Scheme of Stock Option for its employees Directors etc.
c) Disclosure under Section 43(A)(iii) and Section 54(1)(D) of the Companies Act 2013
During the year under review the Company has not issued any shares with differentialvoting rights and sweat equity shares and hence no information as required under Section43(a)(iii) & Section 54(1)(d) of the Companies Act 2013 read with applicable rules isrequired to be disclosed.
d) Risk Management Policy
Your Company's Risk Management Policy is backed by strong internal control systems. Therisk management framework consists of policies and procedures framed
at management level and strictly adhered to and monitored at all levels. The frameworkalso defines the risk management approach across the enterprise at various levels. Riskmanagement is embedded in our critical business activities functions and processes. Therisks are reviewed for change in the nature and extent of the major risks identified sincethe last assessment. It also provides control measures for risk and future action plans.
The internal audit team periodically visits the divisions and carries out audit. Thefindings are periodically reviewed by the Board and Audit Committee with emphasis onmaintaining its effectiveness in dynamic business environment.
e) Conservation of Energy Technology Absorption and Foreign Exchange Earnings andoutgo
In accordance with Section 134(3)(m) of the Companies Act 2013read with the Rule 8(3)of the Companies (Accounts) Rules 2014 as amended the information on conservation ofenergy technology absorption and foreign exchange earnings and outgo are annexed as Annexure- 5 hereto and forms an integral part of this Report.
f) Particulars of Employees and Related Disclosures
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 as amended are annexed to this reportas Annexure -6.
A Statement showing the names and other particulars of employees in terms of theprovisions of Section 197(12) of the Companies Act 2013 read with Rule 5 (2) & 5 (3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 asamended are also annexed to this report as Annexure -6 .
g) Extract of Annual Return
In accordance with the provisions of Section 134(3)(a) of the Companies Act 2013 theextract of the annual return in Form No. MGT - 9 is annexed (Annexure-7) hereto andforms a part of this report.
h) Management Discussion & Analysis Report
A detailed analysis of your Company's performance is discussed in the ManagementDiscussion and Analysis Report as stipulated under Regulation 34 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 which forms part of this Annual Report as Annexure-8
i) Particulars of Loans Guarantees or Investments under Section 186
Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars of loansguarantees or investments under Section 186 of the Act Details of Loans Guarantees andInvestments covered are given in the note no 5 6 & 12 to the Standalone FinancialStatements.
j) Corporate Governance Report
Your Company has complied with requirements of Regulation 34 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. A report on the CorporateGovernance practices followed by the Company together with a certificate from thePracticing Company Secretary confirming compliance are given as an Annexure 9 tothis report.
k) Disclosure under the Sexual harassment of women at work place (preventionprohibition and redressal) Act 2013.
Your Company has laid down policy on Gender Equality Gender Protection Prevention ofSexual Harassment and Redressal System in line with the requirements of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. AnInternal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporaryapprenticeship) are covered under this policy. The following is a summary of sexualharassment complaints received and disposed off during the year under review-
No. of complaints received: Nil
No. of complaints disposed off : NA
l) Listing Of Shares
The Equity Shares of the Company are listed on Bombay Stock Exchange Limited andNational Stock Exchange of India Limited. The Listing Fees for the financial year 2017-18has been paid.
24. CAUTIONARY NOTE
Certain Statements in the 'Management Discussion and Analysis' section may beforward-looking and are stated as required by applicable laws and regulations. Manyfactors may affect the actual results which would be different from what the Directorsenvisage in terms of the future performance and outlook. Investors are cautioned that thisdiscussion contains forward looking Statement that involve risks and uncertaintiesincluding but not limited to risks inherent in the Company's growth strategy dependenceon certain businesses dependence on availability of qualified and trained manpower andother factors discussed. The discussion and analysis should be read in conjunction withthe Company's Financial Statements and notes on accounts.
Your Directors wish to place on record their gratitude to the Authorities BanksBusiness Associates and Shareholders for their unstinted support assistance andco-operation. Your Directors place on record their deep appreciation to employees at alllevels for their hard work dedication and commitment. The enthusiasm and unstintingefforts of the employees have enabled the Company to remain at the forefront of theIndustry.
By order of the Bord
For Monnet Ispat and Energy limited
Chairman Managing Director & CEO
PLACE : NEW DELHI
DATED : 11-July-2017