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Narayani Steels Ltd.

BSE: 540080 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE715T01015
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VOLUME 12000
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P/E 20.89
Mkt Cap.(Rs cr) 44
Buy Price 38.50
Buy Qty 4000.00
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Sell Qty 4000.00
OPEN 40.00
CLOSE 38.50
VOLUME 12000
52-Week high 41.75
52-Week low 22.80
P/E 20.89
Mkt Cap.(Rs cr) 44
Buy Price 38.50
Buy Qty 4000.00
Sell Price 41.40
Sell Qty 4000.00

Narayani Steels Ltd. (NARAYANISTEELS) - Director Report

Company director report

To

The Members Narayani Steels Limited.

Your Directors have pleasure in presenting their 22nd Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended 31st March 2017.

1. FINANCIAL SUMMARY OF THE COMPANY:

Particulars Standalone For the year ended 31.03.2017 For the year ended 31.03.2016 Consolidated For the year ended 31.03.2017 For the year ended 31.03.2016
Revenue 7755085110.00 5040693462.00 7755085110.00 5040693462.00
Expenses 7570303267.00 4907823721.00 7570303267.00 4907823721.00
Profit before 184781843.00 132869741.00 184781843.00 132869741.00
Extra-ordinary Items Interest and Depreciation Tax
Less: Interest 147705916.00 109123987.00 147705916.00 109123987.00
Profit before 37075927.00 23745754.00 37075927.00 23745754.00
Extraordinary Item Depreciation and Tax
Less: 5404297.00 5386544.00 5404297.00 5386544.00
Depreciation
Profit before 31671630.00 18359210.00 31671630.00 18359210.00
Extraordinary Items and Tax Add: Extra- ordinary Items - - - -
Profit before 31671630.00 18359210.00 31671630.00 18359210.00
Tax
Current Tax 10356384.00 5055185.00 10356384.00 5055185.00
Deferred Tax 343725.00 1037548.00 343725.00 1037548.00
Income tax for earlier years - - - -
Profit After Tax 20971521.00 12266477.00 20971521.00 12266477.00
Dividend (including Interim if any and final ) - - - -
Net Profit after dividend and Tax 20971521.00 12266477.00 20971521.00 12266477.00
Share of Profit in Associates - - 1498206.00 1446976.00
20971521.00 12266477.00 22469727.00 13713453.00
Earning per Share (Basic) Nominal Value per Equity Share: For the year ended 31st March 2017 - Rs. 10/- For the year ended 31st March 2016 - Rs. 10/- 2.25 1.68 2.41 1.88

2. STATE OF COMPANY'S AFFAIRS UNDER CLAUSE (i) TO SUB-SECTION (3) OF SECTION 134OF THE COMPANIES ACT 2013:

a) FINANCIAL SUMMERIES

STANDALONE:

During the year under review the Company has recorded an Gross Income of Rs.7840037979 Crores as compared to the previous year amount of Rs.5126426758Crores. The Expenditure incurred before depreciation and intersst during the year was Rs.184781843 Crores as against the amount of Rs. 132869741 Crores during theprevious year. The depreciation and Tax provided during the year were Rs.5404297 Lakhsand Rs. 10700109 Crores respectively as compared to the depreciation andTax provided for the previous year were Rs. 5386544 Lakhs and Rs. 6092733Lakhs respectively. Hence the Company has earned a Net Profit of Rs. 20971521 Croresas compared to the previous year amount of Rs. 12266477 Crores. Duringthis year the Net Profit has increased @ 71.00% as compared to the previous yearas the market activity regained its growth during the year.

CONSOLIDATED:

During the year under review the Company has recorded an Gross Income of Rs.7840037979 Crores as compared to the previous year amount of Rs.5126426758Crores. The Expenditure incurred before depreciation and intersst during the year was Rs.184781843 Crores as against the amount of Rs. 132869741 Crores during theprevious year. The depreciation and Tax provided during the year were Rs.5404297 Lakhsand Rs. 10700109 Crores respectively as compared to the depreciation andTax provided for the previous year were Rs. 5386544 Lakhs and Rs. 6092733Lakhs respectively. Share of profit in association is 1498206 during the year andRs.1446976 in previous year. Hence the Company has earned a Net Profit of Rs.22469727 Crores as compared to the previous year amount of Rs. 13713453Crores. During this year the Net Profit has increased @ 64.00% as compared to theprevious year as the market activity regained its growth during the year.

(b) CHANGE IN THE NATURE OF BUSINESS IF ANY:

There are no changes in the nature of business of the Company during the Financial Year2016-17.

3. EXTRACT OF THE ANNUAL RETURN:

As required under Clause (a) to Sub-section (3) of Section 134 of the Companies Act2013 the extract of Annual Return in form MGT-9 as provided under Sub-section (3) ofSection 92 of the Companies Act 2013 and Rule 12(1) of the Companies (Management andAdministration) Rules 2014 is enclosed in Annexure-2.

4. AUDITORS:

A) STATUTORY AUDITORS:

At the Annual General Meeting held on the 31th day of May 2016 the appointment ofM/s. S. Jaykishan Chartered Accountants Kolkata (FRN: 309005E) was ratified by theShareholders to hold office till the conclusion of the Annual General Meeting to be heldin the calendar year 2017. Since the term of the Statutory Auditors is completed theBoard recommend the appointment of M/s. A C Bhuteria and Co. Chartered AccountantsKolkata (FRN:303105E) as Statutory Auditors of the Company in place of M/s. S. JaykishanChartered Accountants Kolkata (FRN: 309005E) for the Financial Year 2017-18.

B) COST AUDITORS.

M/s. A.S. Rao & co. Cost Accountants Hyderabad was appointed as Cost Auditors ofthe Company to conduct the audit of Cost Accounts maintained by the Company. The Companyhas received the Cost Audit Report from the Cost Auditor for the FY 2016-17

C) SECRETARIAL AUDITORS:

The Board of Directors of the Company has appointed M/s. ASN and Associates PracticingCompany Secretaries to conduct Secretarial Audit for the Financial Year 2016-17. TheSecretarial Audit Report for the Financial Year ended March 31 2017 is annexed herewithto this Report. The Secretarial Audit Report contains qualification reservation oradverse mark.

D) INTERNAL AUDITORS:

M/s. A. Ramachandra Rao & Co. Chartered Accountants (FRN: 02857S)Visakhapatnam-530013 Andhra Pradesh India be and are hereby appointed as InternalAuditors of the Company.

5. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES ANDJOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

Hari Equipments Private Limited (Associate Company)

During the Financial Year 2016-17its Associates Company i.e Hari Equipments PrivateLimited has gross turnover of Rs.1880787195/- as compare to Rs.1790135105/- asagainst the previous Financial Year and its profit after tax in 2016-17 is R.3994152 ascompare to Rs.3857637 in previous Financial Year.(Annexure-3)

6. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the F.Y. 2016-17 the Board of Directors met for 9 (Nine) times to discuss aboutthe business and other important matters relating to the Company which forms part of thisreport.. The details of which are given in Annexure-1. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.

7. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Sub-section (5) of Section 134 of the CompaniesAct 2013 and as required under Clause (c) to Sub-section (3) of Section 134 of theCompanies Act 2013 the Board hereby submits its Responsibility Statement:

(a) in the preparation of the Annual Accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures; (b) theDirectors had selected such Accounting Policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the Financial Year and of the profitand loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateAccounting Records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the Annual Accounts on a Going Concern basis;

(e) the Company being listed Company Sub-clause (e) to Sub-section (5) of Section 134of the Companies Act 2013 pertaining to laying down Internal Financial Controls isapplicable to the Company; and

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

8. COMPANY'S POLICY RELATING TO DIRECTOR'S APPOINTMENT PAYMENT OF REMUNERATIONINCLUDING DISCHARGE OF THEIR DUTIES AND OTHER MATTERS:

The Company is covered under Sub-section (1) of Section 178 therefore the Board on therecommendation of the Nomination & Remuneration Committee has devised and implementeda Nomination and Remuneration Policy for Director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under Sub-section (3) of Section 178 and a summary of the sameis disclosed in Annexure-8 as required under Clause (e) to Sub-section (3) of Section 134of the Companies Act 2013 .

9. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND COMPANY SECRETARY IN PRACTICE IN THEIR REPORTS UNDERCLAUSE (f) TO SUB-SECTION (3) OF SECTION 134 OF THE COMPANIES ACT 2013:

As required under Clause (f) to Sub-section (3) of Section 134 of the Companies Act2013 the explanation or comments on qualifications reservations adverse marks ordisclaimers made by the Auditors in their reports is disclosed in Annexure -5.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:

As required under Clause (g) to Sub-section (3) of Section 134 of the Companies Act2013 the Company has not given any Loan but gave Guarantees and provide security toother Company during the year.

Details of Guarantees and security provided to any other body corporate during theprevious financial year as given below.

1. Company has given Corporate Guarantees for the credit facility taken by HariEquipments Pvt. Ltd

2. Company has provided one of its property at Visakhapatnam as security with the bankfor credit facilities availed by Kedarnath Commotrade Pvt. Ltd

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188 IN THE PRESCRIBED FORM:

As required under Clause (h) to Sub-section (3) of Section 134 of the Companies Act2013 the particulars of every Contract or Arrangements entered into by the Company withRelated Parties referred to in Sub-section (1) of Section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto are disclosed inForm AOC-2 as Annexure-4.

12. THE AMOUNTS IF ANY WHICH IT PROPOSES TO CARRY TO ANY RESERVES UNDER CLAUSE (j) TOSUB-SECTION (3) OF SECTION 134 OF COMPANIES ACT 2013:

During the Financial Year 2016-17 the Company has transferred an amount to itsReserves and surplus of Rs.94903443/- of the Company for Standalone financial resultsand Rs.96401649/-for Consolidated Financial Results.

13. THE AMOUNT IF ANY WHICH IT RECOMMENDS SHOULD BE PAID BY WAY OF DIVIDEND UNDERCLAUSE (k) TO SUB-SECTION (3) OF SECTION 134 OF COMPANIES ACT 2013:

Your Directors have not recommended any dividend in view of the sluggish marketconditions prevalent in the Steel Industry and to meet the Working Capital requirementsfor effective operations as per the plans conceived.

14. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:

As required under Clause (L) to Sub-section (3) of Section 134 no material changes andcommitments affecting the financial position of the Company occurred between the end ofthe Financial Year to which this Financial Statements relate on the date of this Report.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOIN SUCH MANNER AS MAY BE PRESCRIBED UNDER CLAUSE (m) TO SUBSECTION (3) OF SECTION 134 OFCOMPANIES ACT 2013:

The particulars as prescribed under Clause (m) to Sub-section (3) of Section 134 of theCompanies Act 2013 read with Companies' (Accounts) Rules 2014 regarding Conservation ofEnergy Technology Absorption and Foreign Exchange Earnings/ Outgo is provided as under:

(a) Conservation of Energy:
(i) The steps taken or impact on conservation of energy To improve the Power Factor upto
0.99.
(ii) The steps taken by the company for utilizing alternate sources of energy 125 KVA DG power is used whenever APEPDCL power fails.
(iii) The capital investment on energy conservation equipment's Power Capacitors.
(b) Technology Absorption:
(i) The efforts made towards technology absorption Spectrometer of Oxford and MK. for In-house testing lab.
(ii) The benefits derived like product improvement cost reduction product development or import substitution Saved expenses on testing from Outside agencies.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year)-
(a) the details of technology imported -
(b) the year of import; -
(c) whether the technology been fully absorbed -
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof -
(iv) The expenditure incurred on Research and Development -

(c) Foreign Exchange Earnings /Outgo:

Particulars
2016-17 2015-2016
(Rs.) (Rs.)
Foreign Exchange Earnings Nil Nil
Foreign Exchange Outgo
Interest on Buyers' Credit Loan Nil 206178
Import of Traded Goods Nil
89143144

16. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FORTHE COMPANY AS REQUIRED UNDER CLAUSE (n) TO SUB-SECTION (3) OF SECTION 134:

The Company has devised and implemented a Risk Management Policy and all the risks arediscussed at the Senior Management Level at their Meetings periodically to ensure that therisk mitigation plans are well thought out and implemented and adverse impact of risks isavoided or kept within manageable proportions though the elements of risk threatening theCompany's existence are very minimal. This policy are mentioning in www.narayanitmt.com

17. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR UNDER CLAUSE (o) TO SUB-SECTION (3) OFSECTION 134 OF COMPANIES ACT 2013:

The provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 are not applicable to the Company.

18. FORMAL ANNUAL EVALUATION:

Being an listed Public Limited Company having a Paid-up Capital of less than RupeesTwenty Five Crores the provisions of Clause (p) to Sub-section (3) of Section 134 of theCompanies Act 2013 relating to a statement on Formal Annual Evaluation by the Board ofits own performance and that of its Committees and individual Directors are notapplicable.

19. VIGIL MECHANISM POLICY:

Pursuant to the provisions of Sub-section (9) & (10) of Section 177 of theCompanies Act 2013 a Vigil Mechanism Policy for Directors and Employees to reportgenuine concerns has been established. The Company has also provided adequate safeguardsagainst victimization of Employees and Directors who express their concerns.

The Vigil Mechanism Policy has been uploaded on the website of the Company athttp://www.narayanitmt.com/.

20. SECRETARIAL AUDIT REPORT:

The provisions relating to Secretarial Audit under Section 204 of the Companies Act2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areapplicable to the Company as the turnover exceeds Rs. 2500000000/- and the same isenclosed as Annexure-5.

21. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under reviewwithin the meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptanceof Deposits) Rules 2014.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant and material Orders passed by the Regulators or Courts orTribunals impacting the Going Concern Status and Company's operations in future.

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

The Company has established an internal control over financial reporting criteriaconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India.

Also as per the Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 issued by the Independent Auditorsof the Company the Company has in all material respects an adequate internal financialcontrols system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at March 31 2016.

24. THE BOARD AND KMP.

a) Change in the Composition of the Board of Directors:

No change has been occurred during the Financial Year 2016-17 details of SeniorExecutive and KMP are shown in our website.www.narayanitmt.com

b) Details of composition of audit committee as per section 177(8) of the companiesact2013

The audit committee consists of the following persons.

Sr.No Particulars Designation
01 Ramesh Pratapa Chairman
02 Puvvala Vaskara Rao Independent Director
03 Atul Kumar Saxena. Independent Director

25. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of Employeesof the Company is disclosed in Annexure-6.

26. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The statement on Declaration to be given by Independent Directors under Sub-section (6)of Section 149 of Companies Act 2013 and Companies Appointment and Qualification ofDirectors) Rules 2014 as required under Clause (d) to Sub-section (3) of Section 134 ofthe Companies Act 2013 is enclosed as Annexure-7.

27. INSURANCE:

All the assets of the Company wherever necessary and to the extent required have beenadequately insured.

28. EMPLOYEE RELATIONS:

During the year the Employee relations in the Company remained cordial and highlyconducive to congenial working environment in all its establishments and further theCompany has been in touch relating to recruitment of required personnel from time to time.Your Directors would like to place on record the dedication and commitment of all theEmployees of your Company in achieving the good results.

29. STATUS OF UTILISATION OF PROCEEDS RAISED FRPM IPO:

The Company has raised an amount of Rs. 115200000 Crores through Initial PublicOffer by getting itself listed on the Emerge Platform of Bombay Stock Exchanges. The tablebelow depicts the status of the utilization of the proceeds raised by the Company fromIPO:

Particulars Amount
Amount raised through Public Issue 115200000
Less: Payment towards share issue expenses 5039000
Less: Utilization towards working capital and general corporate purpose 110161000

30. MANAGEMENT DISCUSSIONS AND ANALYSIS:

The Board has been continuing its efforts and taken the required steps in the area ofIndustry structure and Development Growth Strategy Segment-wise Performance InternalControl Systems and their adequacy Analysis of Strengths Weaknesses Opportunities andThreats Financial Performance with respect to Operational Performance Materialdevelopments in human resources / industrial relations Strict Compliances TalentManagement Leadership Development and Talent Retention Learning and Development.

31. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the whole-heartedassistance and co- operation received by the Company from Members Customers DealersDistributors Bankers Financial Institutions Government & Other Agencies LocalBodies other Corporate Bodies and the Public and look forward to their support in comingyears. They express their gratitude to all the Shareholders of the Company for theconfidence reposed in the Management. Your Directors appreciate the sincere servicesrendered by the Employees at all levels. Thanks are also extended to our ProfessionalsAdvisors Well-wishers and Persons dealing with the Company.

For and on behalf of the Board of Directors of
Narayani Steels Limited
Sd/-
(Sunil Choudhary)
Managing Director and Chief Executive Officer
DIN: 00289479
Sd/-
(Bivor Bagaria)
Director and Chief Financial Officer
DIN: 06765822
Registered Office:
23A N.S. Road 7th Floor
Room - 31 Kolkata 700 001
West BengalIndia
Place: Visakhapatnam
Date: 04.08.2017

Annexure-3

FORM AOC-I

(Pursuant to first proviso to Sub-section (3) of Section 129 read with Rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the Financial Statement ofSubsidiaries/Associate Companies/Joint Ventures Part "A": Subsidiaries(Information in respect of each Subsidiary to be presented with amounts in Rs.)

1. Sl. No. -
2. Name of the Subsidiary -
3. Reporting period for the Subsidiary concerned if -
different from the Holding Company's reporting period
4. Reporting currency and Exchange rate as on the last -
date of the relevant Financial year in the case of
Foreign Subsidiaries.
5. Share Capital -
6. Reserves & Surplus -
7. Total assets -
8. Total Liabilities -
9. Investments -
10. Turnover -
11. Profit before taxation -
12. Provision for taxation -
13. Profit after taxation -
14. Proposed Dividend -
15. % of Shareholding -

Notes:

1. Names of Subsidiaries which are yet to commence operations-None.

2. Names of Subsidiaries which have been liquidated or sold during the year-None.

Part "B": Associates and Joint Ventures

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

Sl. No. Name of Associates/Joint Ventures Hari Equipments Private Limited (CIN: U51504WB1971PTC080792)
1. Latest audited Balance Sheet Date 31.03.2017
2. Shares of Associate/Joint Ventures held by the Company on the year end
No. 459490 Equity Shares of Rs. 10/- each
Amount of Investment in Associates/Joint Rs. 4594900/-
Venture
Extend of Holding % 37.51%
3. Description of how there is significant influence Kishan Lal Choudhary and Sunil Kumar Choudhary are the common Directors
4. Reason why the Associate/ Joint It is consolidated
Venture is not consolidated
5. Networth attributable to Shareholding as per latest audited Balance Sheet
6. Profit / Loss for the year
i. Considered in Consolidation
i. Not Considered in Consolidation -

 

For and on behalf of the Board of Directors of
Narayani Steels Limited
Sd/-
Registered Office (Sunil Choudhary)
23A N.S. Road 7th Floor Managing Director and Chief Executive Officer
Room-31 DIN: 00289479
Kolkata
West Bengal
India
700001
Sd/-
(Bivor Bagaria)
Director and Chief Financial Officer
DIN: 06765822
Place: Visakhapatnam. Sd/-
Date: 04.08.2017 (Arun Kumar Meher)
Company Secretary and Compliance Officer
M.No.: A48598

‘ANNEXURE A' To The Members Narayani Steels Limited. 23A N.S.Road 7thFloor Room No-31 Kolkata-700001 West Bengal India.

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial Record is the responsibility of the Management of theCompany. Our responsibility is to express an opinion on these Secretarial Records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial Records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial Records. We believe that the processes and practices we followed for thispurpose provided a reasonable basis for our opinion.

3. The Compliance by the Company of applicable financial law like Direct and IndirectTax Laws and maintaining of financial Records and Books of Accounts have not been reviewedin this Audit since the same have been subject to review by Statutory Financial Audit andother designated Professionals.

4. Wherever required we have obtained the Management representation about thecompliance of Laws Rules and Regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable Laws RulesRegulations Standards is the responsibility of Management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the Management has conductedthe affairs of the Company.

For ASN Associates
Company Secretaries
Satyanarayana A
(partner)
Place: Kolkata(Camp) FCS:3986
Date: 29.05.2017 CP No:2354

 

For and on behalf of the Board of Directors of
Narayani Steels Limited
Sd/-
Registered Office (Sunil Choudhary)
23A N.S. Road 7th Floor Managing Director and Chief Executive Officer
Room-31 DIN: 00289479
Kolkata
West Bengal
India
700001
Sd/-
(Bivor Bagaria)
Director and Chief Financial Officer
DIN: 06765822
Sd/-
(Arun Kumar Meher)
Company Secretary and Compliance Officer
M.No.: A48598
Place: Visakhapatnam
Date: 04.08.2017

Annexure-6

Statement of Particulars of employees pursuant Rule 5 to the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

Sl . No. Name Designa tion/ Nature of Duties Remu eration Receiv ed [Rs.] Natur e of emlo ymen t Qualifi cation Experienc e in years Age in years Date of commence ment of employme nt Last employ ment held Percentage of Equity Shares held in the Company within the meaning of Clause (iii) of Sub-rule (2) of Rule 5 whether relative any Director Manager the Company and if name such Director Manager
1 2 3 4 5 6 7 8 9 10 11 12
- - - - - - - - - - - -

Notes;

? Remuneration as shown above comprises of Salary Leave Salary Bonus Gratuity wherepaid Leave Travel Assistance Medical Benefit House Rent Allowance Perquisites andCompany's Contribution to Provident Fund and Superannuation Fund. Remuneration on Cashbasis

Annexure-7

DECLARATION BY INDEPENDENT DIRECTOR

From:

Atul Kumar Saxena D.No.45-58-12 G4 Satya Sai Vihar Apartments NarasimhanagarSalagramapuram Visakhapatnam-530024 Andhra Pradesh India.

To

The Board of Directors Narayani Steels Limited

23A N.S. Road 7th Floor Room-31 Kolkata-700001 West Bengal India.

Dear Sirs

Subject: Declaration by Independent Director-Reg.

I Atul Kumar Saxena (DIN: 07284335) S/o. Krishna Swarup Saxena aged about 62 yearsresident of D.No.45-58-12 G4 Satya Sai Vihar Apartments Narasimhanagar SalagramapuramVisakhapatnam-530024 Andhra Pradesh India hereby Certify that I am holding the positionon the Board of Narayani Steels Limited as an Independent Director. I further Certify thatI meet all the requirements specified under Sub-section 6 of Section 149 of Companies Act2013 and Clause 49 of Listing Agreement with the Stock Exchanges for holding the positionof Independent Director.

Signature:

Name: Atul Kumar Saxena.

Place: Visakhapatnam.

Date: 04.08.2017

DECLARATION BY INDEPENDENT DIRECTOR

From:

Bhaskararao Puvvala

D.No.49-53-8/15 Anjana Towers

B.S.Layout P&T Colony

Visakhaptnam-530013

Andhra Pradesh India.

To

The Board of Directors

Narayani Steels Limited

23A N.S. Road 7th Floor Room-31

Kolkata-700001 West Bengal India.

Dear Sirs

Subject: Declaration by Independent Director-Reg.

I Bhaskararao Puvvala (DIN: 07282264) S/o. Nageswararao aged about 61 yearsresident of D.No.49-53-8/15 Anjana Towers B.S.Layout P&T ColonyVisakhaptnam-530013 Andhra Pradesh India hereby Certify that I am holding the positionon the Board of Narayani Steels Limited as an Independent Director. I further Certify thatI meet all the requirements specified under Sub-section 6 of Section 149 of Companies Act2013 and Clause 49 of Listing Agreement with the Stock Exchanges for holding the positionof Independent Director.

Signature:

Name: Bhaskararao Puvvala.

Place: Visakhapatnam.

Date: 04.08.2017

DECLARATION BY INDEPENDENT DIRECTOR

From:

Krishnamacharyulu Eunny

D.No.2-92 Santhi Nagar Colony

Near Venkateswara Swamy Temple

Aganam Pudi Pedamadak

Visakhapatnam-530046

Andhra Pradesh India.

To

The Board of Directors

Narayani Steels Limited

23A N.S. Road 7th Floor Room-31

Kolkata-700001 West Bengal India.

Dear Sirs

Subject: Declaration by Independent Director-Reg.

I Krishnamacharyulu Eunny (DIN: 07281774) S/o. Rangacharyulu Eunny aged about 71years resident of D.No.2-92 Santhi Nagar Colony Near Venkateswara Swamy Temple AganamPudi Pedamadak Visakhapatnam-530046 Andhra Pradesh India hereby Certify that I amholding the position on the Board of Narayani Steels Limited as an Independent Director. Ifurther Certify that I meet all the requirements specified under Sub-section 6 of Section149 of Companies Act 2013 and Clause 49 of Listing Agreement with the Stock Exchangesfor holding the position of Independent Director.

Signature:

Name: Krishnamacharyulu Eunny.

Place: Visakhapatnam.

Date: 04.08.2017

DECLARATION BY INDEPENDENT DIRECTOR

From:

Ramesh Prathapa

D.No.49-47-9/1 N G G O S Colony

Akkayapalem Visakhapatnam-530016

Andhra Pradesh India.

To

The Board of Directors

Narayani Steels Limited

23A N.S. Road 7th Floor Room-31

Kolkata-700001 West Bengal India.

Dear Sirs

Subject: Declaration by Independent Director-Reg.

I Ramesh Prathapa (DIN: 07821821) S/o. Krishna Murty Prathapa aged about 60 yearsresident of D.No.49-47-9/1 N G G O S Colony Akkayapalem Visakhapatnam-530016 AndhraPradesh India hereby Certify that I am holding the position on the Board of NarayaniSteels Limited as an Independent Director. I further Certify that I meet all therequirements specified under Sub-section 6 of Section 149 of Companies Act 2013 andClause 49 of Listing Agreement with the Stock Exchanges for holding the position ofIndependent Director.

Signature:

Name: Ramesh Prathapa.

Place: Visakhapatnam.

Date: 04.08.2017

Annexure-8

Policy on appointment and payment of remuneration of Directors Key ManagerialPersonnel and other employees

Introduction

In accordance with Section 178 of the Companies Act 2013 the Nomination and

Remuneration Committee has formulated Remuneration Policy ("the policy").

The objective of the policy is to ensure that Executive Directors Non-ExecutiveDirectors Key Managerial Personnel (KMP) and other Employees are sufficiently compensatedfor their performance. The Policy seeks to provide criteria for determiningqualifications positive attributes and independence of a Director.

Remuneration Policy

Directors

Nomination and Remuneration Committee shall recommend the remuneration including thecommission based on the net profits of the Company for the Non-Executive Directors andWhole-time Director and Managing Director and other Executive Directors. This will be thenapproved by the Board and Shareholders. Prior approval of Shareholders will be obtainedwherever applicable in case of remuneration to Non-Executive Directors.

The Company pays remuneration by way of salary perquisites and allowances (fixedcomponent) and variable pay to Whole-time Directors. Salary is paid within the rangeapproved by the Shareholders. Annual increments effective 1st April each year asrecommended by the Nomination and Remuneration Committee and is approved by the Board ofDirectors of the Company. Within the prescribed ceiling the perquisites package isapproved by the Remuneration Committee.

The remuneration paid to Executive Directors is determined keeping in view the industrybenchmark and the relative performance of the Company to the industry performance.Perquisites and retirement benefits are paid according to the Company policy as applicableto all Employees.

Independent Non-Executive Directors will receive sitting fees for attending the meetingof the Board and Board Committees and commission as approved by the Board andShareholders.

The remuneration by way of commission paid to the Independent Non-Executive directorsis determined periodically & reviewed based on the industry benchmarks.

Key Managerial Personnel

Nomination and Remuneration Committee shall recommend the remuneration including thecommission based on the net profits of the Company for the other Key Managerial Personnelapart from Directors. This will be then approved by the Board. The Company paysremuneration by way of salary perquisites and allowances (fixed component) and variablepay to the other Key Managerial Personnel apart from Directors. Annual incrementseffective 1st April each year as recommended by the Nomination and RemunerationCommittee and is approved by the Board. The remuneration paid to the other Key ManagerialPersonnel apart from Directors is determined keeping in view the industry benchmark andthe relative performance of the Company to the industry performance. Perquisites andretirement benefits are paid according to the Company policy as applicable to allEmployees.

Other Employees

The remuneration of Employees largely consists of basic salary perquisites allowancesand performance incentives. Perquisites and retirement benefits are paid according to theCompany policy subject to prescribed statutory ceiling and other Rules formulated by theCompany from time to time. The components of the total remuneration vary for differentgrades and are governed by the industry pattern qualification & experience/ meritsperformance of each employee. The Company while deciding the remuneration package takesinto consideration current employment scenario and remuneration package of the industry.The annual variable pay of managers is linked to the performance of the Company in generaland their individual performance for the relevant year measured against Company'sobjectives fixed in the beginning of the year.

Criteria for Board Membership

Directors Key Managerial Personnel and Other Employees

The Company shall take into account following points:

• They must have relevant experience in Finance/ Law/ Management/ Sales/Marketing/ Administration/ Research/ Corporate Governance/ Technical Operations or theother disciplines related to Company's business.

• They should possess the highest personal and professional ethics integrity andvalues.

• They must be willing to devote sufficient time and energy in carrying out theirduties and responsibilities.

Independent Directors

Independent Director is a Director who has no direct or indirect material relationshipwith the Company or its Holding Subsidiary or Associate Company or any of its officersother than as a Director or Shareholder of the Company or its Holding Subsidiary orAssociate Company as specified in the Act and applicable Rules thereto.

Independent Non-Executive Directors are appointed for their professional expertise intheir individual capacity as independent professionals/ Business Executives.

Independent Director shall meet all criteria specified in Section 149(7) of theCompanies Act 2013 and Rules made there under and LODR 2015 if any.