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National General Industries Ltd.

BSE: 531651 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE654H01011
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OPEN 22.95
PREVIOUS CLOSE 22.95
VOLUME 100
52-Week high 24.75
52-Week low 22.95
P/E 135.00
Mkt Cap.(Rs cr) 13
Buy Price 24.00
Buy Qty 400.00
Sell Price 0.00
Sell Qty 0.00
OPEN 22.95
CLOSE 22.95
VOLUME 100
52-Week high 24.75
52-Week low 22.95
P/E 135.00
Mkt Cap.(Rs cr) 13
Buy Price 24.00
Buy Qty 400.00
Sell Price 0.00
Sell Qty 0.00

National General Industries Ltd. (NATLGENINDS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Thirty First Report of your Companyalong with the Audited Statement of Accounts for the year ended 31st March2017.

FINANCIAL RESULTS (Rs. in Lacs)

The financial performance of the Company for the financial year ended on 31stMarch 2017 and 31st March 2016 are summarized below:-

Particulars 31.03.2017 31.03.2016
Total Income 1602.64 1850.32
Operating profit before interest and depreciation 127.71 355.08
Interest 17.09 31.33
Depreciation 53.46 52.46
Profit before Tax (PBT) 57.16 271.29
Provision for Taxation -7.10 123.18
Security Transaction Tax 0.00 0.00
Deferred Tax Liabilities -4.24 -1.96
Minimum Alternate Tax Credit Availed 0.00 0.00
Profit after Tax (PAT) 68.49 150.07
Balance Brought Forward 216.27 116.20
Profit available for appropriation 284.76 266.27
Transfer to General Reserve 20.00 50.00
Balance carried to Balance Sheet 264.77 216.27

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

During the year under review the total income of your Company decreased to Rs. 1602.64lakhs from Rs. 1850.32 lakhs as compared to previous year. The said total income includescontribution of turnover from handling services division of the Company of Rs. 136.06lakhs as compared to Rs. 401.42 lakhs during the previous year.

During the year the net profit before interest and tax from steel manufacturingdivision decreased to Rs. 41.37 lakhs from Rs. 105.38 lakhs as compared from the previousyear. The decrease in profitability as compared to previous year is inter-alia due tointense competitive pressure resulting in fall of margin.

The handling services business had contributed net profit before interest and tax ofRs. 63.66 lakhs from Rs. 191.78 lakhs as compared to previous year. The other incomecomprising the return from investments activities has registered a net loss beforeinterest and tax of Rs. 30.78 lakhs as compared to net profit of Rs. 5.45 lakhs during theprevious year.

The Management System of your Company is in compliance with the requirement ofinternational quality standard ISO 9001 : 2008 and it has been duly certified by theJAS-ANZ an International Certification Agency.

Your Directors continued to carry on the handling services business and foresees theactivities as profitable venture for future year business of the Company as well. Yourdirectors are hopeful to record growth in the profitability by enhanced earnings fromhandling services business as well as steel manufacturing business in the currentfinancial year.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of your company during the year.

DIVIDEND

Your Directors have not recommended dividend for the year ended 31st March2017.

TRANFER TO RESERVES

The net movement in the Reserves of the Company is as under:

Particulars F.Y. 2016-17 F.Y. 2015-16
General Reserve Rs. 2000000/- Rs. 5000000/-
Decrease in Revaluation Reserve Rs. 106392/- Rs. 337190/-
Surplus in Statement of Profit and Loss Rs. 4849210/- Rs. 10007049/-

DEPOSITS FROM PUBLIC

During the year under review your Company did not invite / accept any Deposits fromthe public under section 73 and 74 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 1975.

EXTRACT OF ANNUAL RETURN

Pursuant to the Section 92(3) of the Companies Act 2013 extract of the Annual Returnis annexed to this report as Annexure I and forms part of this Annual Report.

NUMBER OF BOARD MEETINGS & ATTENDACE OF DIRECTORS

During the Financial Year 2016-17 4 (Four) Board Meetings were held and the gapbetween two meetings did not exceed four months. The Board Meetings were held on30.05.2016 13.08.2016 14.11.2016 and 13.02.2017.

The details of composition of the Board the attendance record of the Directors at theBoard Meetings held during the financial year ended on 31.03.2017 and at the last AnnualGeneral Meeting (AGM) and the details of their other Directorships and CommitteeChairmanships and Memberships are given below:

Category Name of Director No. of Board Meeting attended Attendance at last AGM No. of Directorships in other Public Limited Companies No. of Chairmanship / Memberships of Committees in other Public Limited Companies
Executive Directors Shri Ashok Kumar Modi 4 Yes - -
Shri Pawan Kumar Modi 4 Yes - -
Non-Executive Shri Vasu Modi 4 Yes 1 -
Non-independent Directors
Non-Executive Shri Pankaj Agarwal 4 Yes - -
Independent Shri Chaitanya Dalmia 4 No 3 1
Directors Smt. Abhilasha Goenka 4 No - -

Number of Equity Shares held by Directors as on 31st March 2017 are asunder:-

Name of Director Designation Nos. of Equity Shares held
Shri Ashok Kumar Modi Chairman & Managing Director 271770
Shri Pawan Kumar Modi Joint Managing Director 271770
Shri Vasu Modi Non-Executive Director 359745
Shri Pankaj Agarwal Independent Director -
Shri Chaitanya Dalmia Independent Director -
Smt. Abhilasha Goenka Independent Director -

DIRECTORS & KEY MANAGERIAL PERSONNEL

In terms of Section 149 of the Act the Members at their meeting held on 30thSeptember 2014 appointed the following as Independent Directors of the Company:

• Mr. Pankaj Aggarwal

• Mr. Chaitanya Dalmia

• Mrs. Abhilasha Goenka

The Company has received the declaration under section 149(6) of the Companies Act2013 from the Independent Directors of the Company.

In terms of Section 203 of the Act the following are designated as Key ManagerialPersonnel of your Company by the Board:

• Mr. Ashok Kumar Modi Managing Director

• Mr. Pawan Kumar Modi Joint Managing Director cum Chief Financial Officer

• Mr. Vandana Gupta Company Secretary

In terms of section 152 of the Act and applicable provisions of Articles of Associationof the Company Mr. Vasu Modi Director retires by rotation and is eligible forre-appointment. The Board recommends his re-appointment as Director of the Company.

AUDITORS & AUDITORS' REPORT A. Statutory Auditors

As per the provisions of the Act the tenure of office of M/s. R. K. Govil & Co.Chartered Accountants as Statutory Auditors of the Company expires at the conclusion ofthe ensuing Annual General Meeting.

It is proposed to appoint M/s. N. R. & Company Chartered Accountants (FirmRegistration No. : 015095C) as Statutory Auditors of the Company for a term of 5 (five)consecutive years subject to ratification by shareholders in every Annual GeneralMeeting. M/s. N. R. & Company Chartered Accountants have confirmed their eligibilityand qualifications required under the Act for holding the office as Statutory Auditors ofthe Company.

B. Secretarial Auditors

M/s. Deepak Bansal & Associates Company Secretaries were appointed as SecretarialAuditors to conduct Secretarial Audit of records and documents of the Company forfinancial year 2016-17. The Secretarial Audit Report is annexed to this Report as AnnexureII and forms part of the Annual Report.

C. Cost Auditors

In terms of provision of section 148(1) of the Companies Act 2013 read with rule 4 ofthe Companies (Cost Records and Audit) Rules 2014 Company is not required to maintaincost records for the financial year 2016-17 and thereafter.

D. Internal Auditors

Your Company has appointed M/s. B.R.Maheswari & Co. Chartered Accountants NewDelhi as Internal Auditors of the Company for the financial year 2017-18.

EXPLANATIONS OR COMMENTS ON QUALIFICATION RESERVATION OR ADVERSE REMARKS: a) ByStatutory Auditors :

There are no qualifications made by the Auditors in their Report which requires anyexplanation from the Board of Directors of the Company. The Notes to Accounts referred toin the Auditors' Report are self-explanatory and do not call for any further comments. b)By Secretarial Auditors :

There were no comments in the Secretarial Auditors Report which requires anyexplanation from the Board of Directors of the Company.

FRAUD REPORTING

Neither the Statutory Auditors nor the Secretarial Auditors have brought to the noticeof the Audit Committee or the Board of Directors or the Central Government the occurrenceor brewing of any fraud in the Company.

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVEINFORMATION

Your Company has adopted the "Code of Practices and Procedures for Fair Disclosureof Unpublished Price Sensitive Information which inter alia prohibits purchase or saleof securities of the Company by Directors employees and other connected persons while inpossession of unpublished price sensitive information in relation to the Company.

AUDIT COMMITTEE

The Audit Committee is constituted under compliance of provision of Section 177 of theCompanies Act 2013. The Broad terms of reference and power of Audit Committee are in linewith the provisions contained under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the Companies Act 2013.

The role of Audit Committee inter-alia includes following: a) Reviewing the financialreporting process which includes reviewing the quarterly half yearly annual financialresults and auditors report thereon director's responsibility statement. b) Reviewingchanges if any in accounting policies and practices and ensures compliance with legaland statutory requirements and integrity of the Company's financial statements with properdisclosures of related party transactions. c) Recommendation for appointment remunerationand terms of appointment of auditors and approval for their payments and also reviewingand monitoring their independence and performance and effectiveness of audit process. d)Evaluation of internal control systems and its effectiveness and reviewing its adequacy.e) Reviewing internal audit and discussion with the internal auditors of any significantfindings. f) Review the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the board. g) ReviewWhistle Blower mechanism and its effectiveness. h) Evaluating inter-corporate loans andinvestments and valuation of assets of the Company and ensuring effective risk managementsystems.

During the financial year 2016-17 the Audit Committee comprises of 3 Non-executiveDirectors viz. Shri Pankaj Agarwal and Smt. Abhilasha Goenka Independent Directors andShri Vasu Modi Non-independent Director. Mr. Pankaj Agarwal is the Chairman of the AuditCommittee. The Members of the Audit Committee possess adequate knowledge of AccountsAudit Finance etc. The Compliance Officer of the Company acts as the Secretary to theAudit Committee.

Four meetings of the Audit Committee were held during the financial year 2016-17 on30.05.2016 13.08.2016 14.11.2016 and 13.02.2017. The constitution of the Committee asat 31.03.2017 and the attendance of each Member are as given below:

Sl. No. Name of the Member Category No. of Meetings Attended
1 Shri Pankaj Agarwal Non-Executive Independent 4
2 Shri Vasu Modi Non-Executive Non-Independent 4
3 Smt. Abhilasha Goenka Non-Executive Independent 4

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted under compliance of provisionof Section 178 of the Companies Act 2013. The Broad terms of reference and power ofNomination and Remuneration Committee are in line with the provisions contained under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and the Companies Act2013.

The role of Nomination and Remuneration Committee inter-alia includes following: a)Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees. b)Formulation of the criteria for evaluation of performance of independent directors and theboard of directors; c) devising a policy on diversity of board of directors; d)identifying persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down and recommend to the board ofdirectors their appointment and removal. e) whether to extend or continue the term ofappointment of the independent director on the basis of the report of performanceevaluation of independent directors.

During the financial year 2016-17 the Nomination and Remuneration Committee of theBoard comprises of 3 Non-executive Directors viz. Shri Pankaj Agarwal and Smt. AbhilashaGoenka Independent Directors and Shri Vasu Modi Non-independent Director. Mr. PankajAgarwal is the Chairman of the Committee. The Compliance Officer acts as the Secretary tothe Nomination and Remuneration Committee.

Two meetings of the Nomination and Remuneration Committee were held during thefinancial year 2016-17 on 13.08.2016 and 14.11.2016. The attendance of each Members of theCommittee is as given below:

Sl. No. Name of the Member Category No. of Meetings Attended
1 Shri Pankaj Agarwal Non-Executive Independent 2
2 Shri Vasu Modi Non-Executive Non-Independent 2
3 Smt. Abhilasha Goenka Non-Executive Independent 2

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is constituted under compliance of provision ofSection 178 of the Companies Act 2013. The Broad terms of reference and power ofStakeholders' Relationship Committee are in line with the provisions contained under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and the Companies Act2013.

The role of Stakeholders Relationship Committee inter-alia is to resolve thegrievances of the security holders of the Company including complaints related to transferand transmission of shares dematerialization / rematerialisation of shares transpositionof names consolidation of shares issue of duplicate share certificates non-receipt ofannual report and non-receipt of declared dividends if any etc.

The Stakeholders Relationship Committee comprised of 3 directors as its Member viz.Shri Pankaj Agarwal and Smt. Abhilasha Goenka Independent Directors and Shri Vasu ModiNon-independent Director. Mr. Pankaj Agarwal is the Chairman of the Committee. TheCompliance Officer acts as the Secretary to the Stakeholders Relationship Committee.

During the year Committee met four times on 30.05.2016 13.08.2016 14.11.2016 and13.02.2017 and the attendance of the Members at the meeting was as follows:

Name of the Members Status No. of meetings attended
Shri Pankaj Agarwal Chairman 4
Shri Vasu Modi Member 4
Smt. Abhilasha Goenka Member 4

The Board has designated Ms. Vandana Gupta (w.e.f. 1st December 2016) andMr. Ashok Kumar Mehandiratta (upto 30th November 2016) Company Secretary ofthe Company as Compliance Officer of the Company.

No. of shareholders' complaints received upto 31st March 2017 : Nil
No. of complaints not solved to the satisfaction of the shareholders : Nil
No. of pending complaints : Nil

INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee and to the Chairman andManaging Director of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee and the Board.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments which can affect the financialposition of the company between the end of the period under review and date of thisreport.

RISK MANAGEMENT

The Board of Directors of your Company has on recommendation of the Audit Committeeframed and adopted a policy on Risk Management of the Company. Major risks identified bythe businesses and functions are systematically addressed through mitigating actions on acontinuing basis.

DETAILS OF SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Company Associate Company or Joint VentureCompany. The Company is not a Subsidiary Company of any other Company.

PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTY

All related party transactions done by the Company during the financial year were atarm's length and in ordinary course of business. All related party transactions wereplaced in the meetings of Audit Committee and the Board of Directors for their necessaryreview and approval. During the financial year your Company has not entered into anymaterial transaction as mentioned in the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 with any of its related partieswhich may have potential conflict with the interest of the Company at large. Disclosurespursuant to Accounting Standards on related party transactions have been made in the noteno. 27 to the Financial Statements.

PARTICULARS OF LOAN GUARANTEES SECURITIES AND INVESTMENTS

The Company has not given any loan guarantee or provided any security under Section186 of the Companies Act 2013. Disclosure on details of investments made during thefinancial years which are covered under provisions of section 186 of the Companies Act2013 have been made in the note no. 31 to the Financial Statements.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

WHISTLE BLOWER/VIGIL MECHANISM

Your Company has an effective Vigil Mechanism system which is embedded in its Code ofConduct to report to the management instances of unethical behaviour actual or suspectedfraud or violation of the Company's code of conduct or ethics policy. The Code of Conductof your Company serves as a guide for daily business interactions reflecting yourCompany's standard for appropriate behavior and living Corporate Values. The VigilMechanism provides a mechanism for employees of the Company to approach the Chairman ofthe Audit Committee of the Company.

FORMAL EVALUATION OF BOARD COMMITTEES & DIRECTORS' PERFORMANCE

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration and otherCommittees. A structured questionnaire was prepared after taking into consideration inputsreceived from the Directors covering various aspects of the Board's functioning such asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

The Nomination and Remuneration Committee ("NRC") evaluated the performanceof the individual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasreviewed taking into account the views of executive directors and non-executive directorsof the company.

CONSERVATION OF ENERGY TECHNOLOGLY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8 of Companies (Accounts) Rules 2014 regarding conservation ofenergy technology absorption and foreign exchange earnings and outgo for the year ended31st March 2017 is annexed to this report as Annexure III and forms part ofthis report.

CORPORATE GOVERNANCE

In terms of provision of regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 compliance with the Corporate Governance provisions asspecified under regulations 17 18 19 20 21 22 23 24 25 26 27 and clause (b) to(i) of sub-regulation (2) of regulation 46 and para C D and E of Schedule V is notapplicable to the Company as paid-up share capital of the Company is less than Rs. 10crore and net-worth of the Company is less than Rs. 25 crore as on the financial yearended on 31st March 2017. However in view of provision of regulation 15(3) ofSEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 the Company hasmade compliances with the applicable provisions under the Companies Act 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of regulation 34(2)(e) and para B of Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 Management Discussion &Analysis Report is annexed to this report as Annexure IV and forms part of this AnnualReport.

PARTICULARS OF EMPLOYEES

The information required under Rule 5 (2) and (3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not required as there was noemployee on the payroll of the Company receiving remuneration in excess of limitprescribed under the said rules.

NOMINATION & REMUNERATION POLICY

The broad terms of reference of the Nomination and Remuneration Committee("NRC") of the Company are as under : a) To identify suitable persons interviewthem if necessary and recommend them as suitable candidates to fill up vacancies on theBoard or augment the Board and Senior Management. b) To develop a policy to ensure theoptimum composition of the Board of Directors ensuring a mix of knowledge experience andexpertise from diversified fields of knowledge i.e. Policy on Board Diversity. The Policyalso intends to add professionalism and objectivity in the process of deciding Boardmembership. c) To lay down criteria for the evaluation of the Board. d) To formulate acriteria for determining qualifications positive attributes and independence of aDirector and recommend to the Board a Policy thereon. e) To formulate criteria forevaluation of Directors.

The company has adopted a Nomination and Remuneration Policy as recommended by"NRC" and the objective of Nomination and Remuneration Policy is to ensurerationale and objectivity in the remuneration of the Directors Senior Management &employees of the Company. The Policy also intends to bring in a pragmatic methodology inscreening of candidates who may be recommended to the position of Directors and toestablish effective evaluation criteria to evaluate the performance of every Director andthe overall Board of the Company.

The Policy also serves as a guiding principle to ensure good Corporate Governance aswell as to provide sustainability to the Board of Directors of the Company

DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTOR'S & KEY MANAGERIAL PERSONNEL ETC.

In terms of provision of Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thedetails of the ratio of the remuneration of each director to the median employee'sremuneration and such other details as prescribed therein is annexed to this report asAnnexure V and forms part of this Annual Report.

During the financial year 2016-17 the company did not pay any remuneration to theManaging Director and other directors of the company.

CORPORATE SOCIAL RESPONSIBILITIES

The provision of section 135 of the Companies Act 2013 is not applicable on theCompany as your Company did not meet any of the applicability criteria as specified underCompanies (Corporate Social Responsibility Policy) Rules 2014.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

Your company did not come across any complaints by any employees during the year underreview relating to the sexual harassment.

GREEN INITIATIVE

As a responsible corporate citizen the Company welcomes and supports the ‘GreenInitiative' taken by the Ministry of Corporate Affairs Government of India (MCA) by itsrecent Circulars enabling electronic delivery of documents including the Annual Report toshareholders at their e-mail address registered with the DepositoryParticipants(DPs)/Company/Registrars & Share Transfer Agents.

Shareholders who have not registered their e-mail addresses so far are requested toregister their e-mail addresses. Those holding shares in DEMAT form can register theire-mail address with their concerned DPs. Shareholders who hold shares in physical form arerequested to register their e-mail addresses with Skyline Financial Services Pvt. Ltd. bysending a letter duly signed by the first/sole holder quoting details of Folio Number.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory costauditors secretarial auditors and external consultants and the reviews performed byManagement and the relevant Board Committees including the Audit Committee the Board isof the opinion that the Company's internal financial controls were adequate and effectiveduring the financial year 2016-17.

Pursuant to Section 134(3)(c) of the Companies Act 2013 your Directors in respect ofthe Audited Annual Accounts for the year ended 31st March 2017 to the best oftheir knowledge and ability hereby state and confirm that : (i) In the preparation of theannual accounts the applicable accounting standards have been followed along with properexplanation relating to material departures; (ii) They have selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year ended on March 31 2017 and of the profit of theCompany for that period; (iii) They have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of CompaniesAct 2013 for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis.

(v) They have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively. (vi)They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

APPRECIATION & ACKNOWLEGEMENT

Your Directors take this opportunity to express their appreciation for the co-operationand assistance received from the Central Government the State Government the FinancialInstitutions Banks as well as the Shareholders during the year under review. YourDirectors also with the place on record their appreciation of the devoted and dedicatedservice rendered by all the employees of your Company.

For and behalf of the Board of Directors
For NATIONAL GENERAL INDUSTRIES LIMITED
Sd/-
Place : New Delhi Ashok Kumar Modi
Date : 31.08.2017 Chairman and Managing Director
DIN : 00051647

Annexure III Conservation of Energy and Technology Absorption

A. Conservation of Energy

(i) The steps taken or impact on conservation of energy

During the year under review wherever possible energy conservation measures have beentaken.

(ii) The steps taken for utilizing alternate sources of energy

During the year under review the Company is using furnace oil for the steelmanufacturing activities of the Company and no steps were taken for utilizing alternatesource of energy.

(iii) Capital Investment on energy conservation equipment

During the year under review no capital investment was made on energy conservationequipment. However efforts to conserve and optimize the use of energy through improvedoperational methods and other means will continue.

B. Technology Absorption

(i) Efforts made for technology absorption

The Company is using latest techniques for production. Efforts are being made to makethe maximum use of the available infrastructure at the same time innovating newtechniques to bring about efficiency as well as economy in different areas. Employees aregiven appropriate training of and on the job to enable them to achieve the plannedperformance.

(ii) Benefit derived

Through all these efforts benefits derived are better utilization of the availableresources product improvement and development cost reduction better overall efficiencyon one side and clean environment and safety of employees on the other.

(iii) Expenditure on Research & Development if any

During the year under review no expense was incurred by the Company on research anddevelopment.

(iv) Details of Technologies

The Company is using latest techniques for production.

C. FOREIGN EXCHANGE EARININGS AND OUTGO

The foreign exchange Earnings and Outgo during the year are as under:

Particulars As on 31st March 2017 As on 31st March 2016
Foreign Exchange Earnings Nil Nil
Foreign Exchange Outgo Rs. 649959/- Rs. 688619/-

Annexure V

Details pertaining to Remuneration as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

i) The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year cannot be ascertained as no remunerationwas paid to any of the Directors of the company. ii) There was no percentage increase inthe remuneration paid to Director Chief Financial Officer and Company Secretary in thefinancial year. iii) There was approximately 9.60% increase in the median remuneration ofemployees in the financial year. iv) There were 41 (Forty One) permanent employees on therolls of the Company. v) Since no managerial remuneration was paid toward henceinformation with respect to average percentile increase made in the salaries of employeesothers than the managerial personnel is not available.

It is hereby affirmed that the remuneration during the year ended 31stMarch 2017 is paid as per the Remuneration Policy of the Company.

For and behalf of the Board of Directors
For NATIONAL GENERAL INDUSTRIES LIMITED
Sd/-
Place : New Delhi Ashok Kumar Modi
Date : 31.08.2017 Chairman and Managing Director
DIN : 00051647