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RSD Finance Ltd.

BSE: 539875 Sector: Financials
NSE: N.A. ISIN Code: INE616F01014
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VOLUME 2
52-Week high 199.90
52-Week low 70.00
P/E 17.47
Mkt Cap.(Rs cr) 88
Buy Price 129.10
Buy Qty 5.00
Sell Price 135.40
Sell Qty 28.00
OPEN 135.40
CLOSE 135.40
VOLUME 2
52-Week high 199.90
52-Week low 70.00
P/E 17.47
Mkt Cap.(Rs cr) 88
Buy Price 129.10
Buy Qty 5.00
Sell Price 135.40
Sell Qty 28.00

RSD Finance Ltd. (RSDFINANCE) - Director Report

Company director report

To

The Members RSD Finance Limited

Your Directors have pleasure in presenting their Fifty- Fourth Annual Report togetherwith the Audited Standalone and Consolidated financial statements of your Company for theyear ended 31st March 2017.

1. KEY FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company on a standalone and consolidatedbasis are as follows:

STANDALONE

CONSOLIDATED

PARTICULARS Year Ended March 31 2017 Year Ended March 31 2016 Year Ended March 31 2017 Year Ended March 31 2016
Revenue from Operations 66644333 37566984 391828138 406188760
Other Income 7589107 20328496 37289489 57600560
Total Revenue 74233440 57895481 429117627 463789320
Total Expenses 22270854 28994880 292360419 327765897
Profit for the year before tax 51962586 28900601 136757207 136023423
Less : Provision for Taxation
Current Tax 9230949 2922154 26179435 26307850
Deferred Tax 61558 (55242) 4099942 4163371
Less : Minority Interest - - 6386344 5874394
Profit during the year 42670079 26033689 100091487 99677808
Add : Profit B/F from previous Year 233412071 212329384 336097390 248176625
Sub Total 276082150 238363073 436188877 347854433
Less: P/L Appropriation 187756 (255736) 383170 (280226)
Less : Transferred to Statutory Reserve 8534016 5206738 8534016 5206738
Less: Proposed Dividend including DDT - - 6830531 6830531
Balance C/f to Balance Sheet 267360377 233412071 420441160 336097390

2. BUSINESS PERFORMANCE REVIEW

During the financial year 2016-17 the revenue from operations on standalone basisincreased to Rs. 666.44 Lakh as against Rs. 375.67 Lakh in the previous year - a growth of77.40%.

The Profit after Tax for the current year is Rs. 426.70 Lakh as against Rs. 260.34lakhs in the previous year - a growth of 63.90%. The growth in profit is mainly driven byincrease in revenue from operations.

The main operations of the Company are that of investment. The main source of income isin the form of interest. The Company has received an Interest income of Rs. 596.65 lakhsduring the year.

On a Consolidated basis the revenue from operations of the group decreased to Rs.3918.28 Lakh as against Rs. 4061.89 Lakh in the previous year - a decrease of about3.54%. However the profit for the period after tax and minority interest increased whichis Rs. 1000.91 Lakh as against Rs. 996.78 Lakh in the previous year - a growth of 0.41%

There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the Financial Year and the date of thereport.

3. FUTURE PROSPECTS

With the Indian economy poised for its next wave of growth under the reforms beingunleased there lays tremendous opportunity for growth in the market.

The Company intends to continue focusing on capital market activities including tradingin securities and carrying of job work activities and is looking forward for a sustainablegrowth in the coming years which would enhance the shareholders' value.

The Company is hopeful of making full use of the growth opportunities available to it.

4. DIVIDEND

Your Director's regret for not recommending any Dividend on Equity Shares and hasdecided to retain the profits for future investments and to strengthen the business of theCompany.

5. RESERVES

The Company proposes to transfer Rs. 85.34 lakhs to the statutory reserves and anamount of Rs. 2673.60 lakhs is proposed to be retained in the P/L account during theFinancial Year 2016-17.

6. CHANGE IN THE NATURE OF BUSINESS

During the year under review there are no changes in the nature of the business of theCompany.

7. SHARE CAPITAL

The Equity shares of the Company are listed on the BSE and the CSE. The paid up EquityShare Capital as on March 31 2017 was Rs. 6.47 crores. The Company has neither issuedshares with differential rights as to dividend voting or otherwise nor issued shares(including sweat equity shares) to the employees or Directors of the Company under anyScheme.

8. PUBLIC DEPOSIT

The Company has not accepted any deposit from the public during the financial yearwithin the meaning of Section 73 of the Companies Act 2013 or the Companies (Acceptanceof Deposits) Rules 2014 nor does it hold any public deposit.

9. FINANCIAL LIQUIDITY

The Company's cash and cash equivalents as on March 31 2017 was Rs. 112.73 lakhscompared to Rs. 14.33 lakhs as on March 31 2016. The Company continues to focus onjudicious management of its working capital. Receivables and other working capitalparameters were kept under strict check through continuous monitoring.

10. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as "Listing Regulations") andapplicable provisions of the Companies Act 2013 read with the Rules issued thereunderthe Consolidated Financial Statements of the Company for the financial year 2016-17 havebeen prepared in compliance with applicable Accounting Standards and on the basis ofaudited financial statements of the Company and its subsidiary companies as approved bythe respective Board of Directors.

The Consolidated Financial Statements form part of the Annual Report and reflect theoperations of Precision Automotive Private Limited SRP Oil Private Limited and Sigma HTSLLP.

Further the annual accounts annual reports and the related detailed information onall the Subsidiary Companies shall be made available to the Shareholders of the Companyand the Shareholders of the subsidiaries seeking such information at any point of time. Inaccordance with Section 136 of the Act the audited annual financial statements includingconsolidated financial statements and audited accounts of the Subsidiary Companies aredisplayed on the website of the Company at www.rsdfinancelimited.com and shall bekept at the Registered Office of the Company and at the Registered Office of theSubsidiary Companies for inspection by any Shareholder during business hours.

Further the Company has adopted a Policy for determining Material Subsidiaries interms of Regulation 16 (1) (c) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ('Listing Regulations'). ThePolicy as approved by the Board is uploaded on the Company's websitewww.rsdfinancelimited.com/InvestorRelations/Codes/ Polices (path)

11. PERFORMANCE OF SUBSIDIARIES

i) PRECISION AUTOMOTIVE PRIVATE LIMITED (PAPL)

Precision Automotive Private Limited continues to be a wholly owned subsidiary Companyof RSD Finance Limited. It is engaged in the business of Manufacturing Buying andRe-selling of Auto Components. The Company is earning financial income by way ofinvestment activity in various financial instruments and is also engaged in selling ofsolar energy.

The Company has recently invested in a Limited Liability Partnership - Sigma HTS LLP acontribution of 65% in the capital and the same in the profit sharing ratio. It is locatednearby the Steel City of India - Jamshedpur and has setup a heat treatment plant withprime focus on heat treatment of cups & cones.

The project involves setting up of state of the art heat treatment facility. The cupsand cones which will be heat treated are very sophisticated and requires stringent qualitycontrol. The final customer of these products will be Indian Railways and American RailRoad. The project involves investment of around 30.00 crores initially and may go upto 50crores in next stage.

During the year the revenue from operations of PAPL decreased from Rs. 16.26 Crores inthe previous year to Rs. 13.68 crores. Whereas the net profit before tax during theperiod increased from Rs. 5.02 crores to Rs. 6.71 crores.

ii) S R P OIL PRIVATE LIMITED

The Company continues to holds 52.55% shares in SRP Oil Private Limited. The Company isengaged in the business of Hotel Industries. It is carrying business in the brand name of"The Hotel Alcor" in Jamshedpur Jharkhand.

Net sales of SRP Oil decreased from Rs. 15.25 crores in the previous year to Rs. 14.67crores during 2016-17. However the net profit before tax increased from Rs. 1.76 croresto Rs. 1.96 crores during the FY 2016-17.

The Company does not have any associate or joint venture Companies. Pursuant to theprovisions of Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing the salient features of the financialposition of the above mentioned subsidiary Companies in Form AOC-1 is attached as"Annexure - 1" and forms a part of this Report.

12. LISTING

The Equity Shares of the Company got the trading approval from the Bombay StockExchange (BSE) on May 13 2016. The shares of the Company continue to be listed on the CSELimited (CSE). The scrip code number of the Equity Shares of the Company on BSE is 539875and on cSe is 28123 respectively.

The Annual Listing Fee for the Financial Year 201718 has been duly paid within thestipulated time to both the Stock Exchanges.

13. DIRECTOR AND KEY MANAGERIAL PERSONNEL

Ms. Anureet Kaur Independent Director of the Company stepped down from the Board witheffect from June 14 2017. The Board places on record its sincere appreciation for hercontributions and guidance to the Company.

The Board of Directors has appointed Ms. Upneet Dugal (DIN: 07680726) as an AdditionalDirector and designated her as an Executive Director of the Company with effect fromDecember 28 2016. In terms of Section 161 of the Companies Act 2013 Ms. Upneet Dugalholds office up to the date of ensuing Annual General Meeting. The Company has receivedrequisite notice in writing from a member proposing her name for the office of Director.Accordingly the Board recommends the appointment of Ms. Upneet Dugal as an ExecutiveDirector of the Company.

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Roop Narayan Choudhary Director of the Company retires byrotation and is eligible but does not offer himself for re-appointment. The Board doesnot intend the appointment any other Director in place of the Retiring Director.

All the directors of the Company have confirmed that they are not disqualified frombeing appointed as Directors in terms of Section 164 of the Companies Act 2013.

Mr. Rajeev Singh Dugal (Managing Director) Mr. Rechan Chhabra (Chief FinancialOfficer) and Ms. Puja Choudhary (Company Secretary) are the Key Managerial Personnel (KMP)of the Company pursuant to the provisions of the Company Act 2013 as on the date of thisreport.

All the Directors Key Managerial Personnel and senior management of the company haveaffirmed compliance of with the code of conduct applicable to the Directors and employeesof the Company and a declaration in this regard made by the Managing Director is attachedwhich forms a part of this report of Directors. The Code of Conduct is available on theCompany's website www.rsdfinancelimited.com

14. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors that they meetthe criteria as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 of the SEBI Listing Regulations 2015.

The Board confirms that the said Independent Directors meet the criteria as laid downunder the Companies Act 2013 as well as the SEBI Listing Regulations 2015.

15. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review the Independent Directors had in accordance with theprovisions of Schedule IV (Code for Independent Directors) of the Companies Act 2013 andRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 met separately and discussed and reviewed interalia the performance of NonIndependent Directors and the Board as a whole after taking into consideration the viewsof Executive and Non- Executive Directors.

16. BOARD AND ITS COMMITTEES

BOARD MEETINGS

The Board met nine times during the financial year. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013 and the sEbIRegulation 2015. The details of dates of meetings held by the Board and its Committeesattendance of Directors etc. is given separately in the Report of Corporate Governancewhich forms part of the report.

COMMITTEES OF THE BOARD

The Board has formulated the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder's Relationship Committee

The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report which forms apart of this report.

17. BOARD EVALUATION

The Board of Directors of the Company carried out annual evaluation of its ownperformance of the Committees of the Board and individual Directors pursuant to theprovisions of the Act and the corporate governance requirements as prescribed under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The Board's functioning was evaluated on various aspects including inter alia degreeof fulfillment of key responsibilities board structure and composition establishment anddelineation of responsibilities to various Committees effectiveness of Board processes.The Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/ support to the management outside Board/ CommitteeMeetings.

In addition the Managing Director was evaluated on key aspects of his role includingsetting the strategic agenda of the Board encouraging active engagement by all Boardmembers and motivating and providing guidance to the Management. Areas on which theCommittees of the Board were assessed included degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the NonIndependent Directors was carried out by the Independent Directors who also reviewed theperformance of the Board as a whole.

18. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls. This ensures that alltransactions are authorised recorded and reported correctly and assets are safeguardedand protected against loss from unauthorized use or disposition.

We have documented policies and procedures covering all financial and operatingfunctions and processes. The Company's internal control system is commensurate with itssize scale and complexities of its operations.

The internal audit is entrusted to M/s. Heerwal & Associates a reputed firm ofChartered Accountants. The scope and authority of the Internal Auditors are clearlydefined.

The Audit Committee oversees and reviews the functioning of the entire audit team andthe effectiveness of internal control system at all levels and monitors the implementationof audit recommendations. To maintain its objectivity and independence the Internal Auditfunction reports to the Chairman of the Audit Committee.

Your Directors confirm that during the year under review there were no reportablematerial weaknesses in the present systems or operations of internal controls.

19. CONSERVATION OF ENERGY TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNING &OUTGO

Since the Company is a non-banking finance Company and does not own any manufacturingfacility the requirement relating to providing the particulars relating to conservationof energy and technology absorption as per Section 134 (3) (m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 are not applicable.

During the year your Company did not earn any income or incur any expenditure inforeign currency/ exchange

20. RELATED PARTY TRANSACTION

All Related Party Transactions entered into by your Company during the financial yearwere on arm's length basis and were in the ordinary course of business. No materiallysignificant related party transactions were made by the Company with its Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large.

The Directors draw attention of the members to Notes to the financial statement whichsets out details of related party transactions.

The Company had assigned some of its debts for recovery to Sigma HTS LLP. Sigma HTS LLPis a limited liability partnership in which Precision Automotive Private Limited (Whollyowned Subsidiary of the Company) and Mr. Rajeev Singh Dugal (Managing Director of theCompany) are partners. The said transactions were in the ordinary course of business andat arm's length basis. Necessary resolution for approval of the members has been includedin the notice convening the ensuing AGM and the details have been mentioned in theexplanatory statement of the notice. The Directors recommend the resolution.

The Board has approved and adopted the Policy on Related Party Transactions and thesame is uploaded on the Company's websitewww.rsdfinancelimited.com/InvestorRelations/Codes/ Policies (path)

The Form AOC - 2 pursuant to Section 134 (3) (h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is annexed as "Annexure - 2"and forms a part of this report.

21. RISK MANAGEMENT POLICY

In terms of Section 134(3)(n) of the Act your Directors wish to state that the Companyhas drawn and implemented a Risk Management Policy including identification of elements ofrisks if any which may threaten the existence of the Company. The above policy is beingreviewed/re-visited once a year or at such other intervals as deemed necessary formodifications and revisions if any.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Corporate Social Responsibility is applicable on the Company from theFinancial Year 2017-18 as the net profits of the Company has exceeded the prescribedlimited as per Section 135 of the Companies Act 2013. The Board has constituted a CSRCommittee and the same shall recommend a policy to the Board. The Board of Directors shalltake all steps as may be required to contribute to the society at large.

23. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal or unethical behavior. The employees are free toreport violations of applicable laws and regulations and the Code of Conduct.

The policy provides for a formal mechanism for all the directors and the employees toreport to the Management their genuine concerns or grievances about unethical behavioractual or suspected fraud and any violation of the Company's Code of Business Conduct andEthics policy.

The Company has selected a Nodal officer to whom disclosures are to be made. The Policyis available on the Company's Website www.rsdfinancelimited.com

During the year under review no employee was denied access to the Audit Committee. Thesaid policy is available on the website of the Company.

24. POLICY FOR APPOINTMENT AND REMUNERATION:

The Board has on recommendation of the Nomination and Remuneration Committeeformulated a policy for selection and appointment of Directors senior managements andtheir remuneration. The said policy is annexed as "Annexure - 3" and forms apart of this report.

25. STATUTORY AUDITORS

The financial statements for the year under review have been audited by M/s. ManishaGupta & Associates (FRN- 017879C) Chartered Accountants Statutory auditors of theCompany.

In terms of Section 139 of the Companies Act 2013 and the rules framed thereunderM/s. Manisha Gupta & Associates Chartered Accountants were appointed as the StatutoryAuditor of the Company at the 51st AGM held on 30th September 2014for a period of 3 years subject to the ratification of their appointment at every AGM heldthereafter and their period expires at the conclusion of this Annual General Meeting.

The Directors recommend the appointment of M/s. Prasad Kumar & Co. CharteredAccountants (Firm Regn. No. 008816C) as the Statutory Auditors in place of the retiringauditors to hold office for a term of five (5) consecutive years from the conclusion ofthis Annual General Meeting until the conclusion of the 59th Annual General Meeting ofthe Company i.e. till the financial year 2021 - 2022.

The resolutions seeking approval of the members for appointment of the StatutoryAuditors and fixation of their remuneration are included in the notice convening theensuing Annual General Meeting. The above said appointment attracts the provisions ofSection 139142143 and all other applicable provisions if any of the Companies Act2013 and rules thereunder. Your Company has obtained the consent and a certificate fromthe statutory auditors under section 139 of the Companies Act 2013 to the effect thattheir appointment if made would be in accordance with the conditions as may beprescribed.

26. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013 and the rules framed thereunder theCompany had appointed Mr. Sital Prasad Swain Practicing Company Secretary (Membership No.F6338 & CP No - 6814) to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended 31st March 2017 is annexedas "Annexure -4" and forms a part of this report.

27. AUDITORS' REPORT

a) STATUTORY AUDITOR'S REPORT

In terms of Section 134(2) and 134(3)(ca) of the Act your Directors are pleased toinform that there are no qualification reservation or adverse remark or disclaimer madeby the statutory auditors of the Company in their audit report for the financial yearFY16-17.

b) SECRETARIAL AUDIT REPORT

There are no qualifications reservation or adverse remark or disclaimer in SecretarialAudit Report provided by Mr. Sital Prasad Swain Practicing Company Secretary (MembershipNo. F6338 & CP No - 6814)

28. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained your Directors make the following statement in terms of Section 134(3)(c) and 134 (5) of the Companies Act 2013:

(a) that in the preparation of Annual Accounts for the financial year ended March 312017 the applicable Accounting Standard has been followed;

(b) that the Directors have selected such Accounting Policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the March 31 2017 andthe Statement of Profit and Loss for financial year ended March 31 2017;

(c) that proper and sufficient care have been taken for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding assets of the Company and for preventing and detecting frauds and otherirregularities;

(d) that the Annual Accounts have been prepared on a ‘going concern' basis;

(e) that proper internal financial controls laid down by the Directors is beingfollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

(f) that proper system to ensure compliance with the provisions of all applicable lawsas devised by the Directors are in place and that such systems are adequate and operatingeffectively.

29. PARTICULARS OF EMPLOYEES

During FY16-17 your Company had not employed anyone with a remuneration of 102 Lakh ormore per annum nor had employed for a part of the year with a remuneration of 8.5 Lakh ormore. The ratio of remuneration of each Director to the median of employees remunerationand such other details as required under Sec 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is provided in the "Annexure - 5" and forms part of this report.

30. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company being a non-banking finance company registered with the Reserve Bank ofIndia is exempt from complying with the provisions of section 186 of the Companies Act2013

31. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading for itsDesignated Persons in compliance with the SEBI (Prohibition of Insider Trading)Regulations 2015. The Code lays down Guidelines which advise the insiders on proceduresto be followed and disclosures to be made while dealing with the shares of the Companyand cautioning them of the consequences of violations. The Code requires pre- clearancefor dealing in the Company's shares and prohibits the purchase or sale of Company sharesby the Directors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when the TradingWindow is closed.

The code of conduct for Prevention of Insider Trading is posted on the website of theCompany and can be accessed at: www.rsdfinancelimited.com

All the Board of Directors and designated employees have confirmed compliance with theCode.

32. EXTRACT OF ANNUAL RETURN

In terms of the provisions of Section 92 (3) of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return forthe financial year March 31 2017 in Form MGT-9 is given in "Annexure - 6" andforms a part of this report.

33. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Chapter IV of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report on the operations of theCompany is provided as a separate section and forms part of the Annual Report.

34. CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions ofCorporate Governance in terms of Regulation 34 of the Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 are complied with.

The Report on Corporate Governance as stipulated under Chapter IV of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of the AnnualReport. The Auditors Certificate confirming compliance with Chapter IV of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is given in as a separatesection and forms part of the Annual Report.

35. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

Your Directors confirm that there are no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and Company's futureoperations.

36. INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Act.

37. HUMAN RESOURCES

Your company continues to put due emphasis on appropriate human resource developmentfor its business. The employees of the Company and the group fully identify with theCompany's and the groups vision and business goals.

38. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

No material changes or events affecting the financial position of the Company haveoccurred between the end of the financial year of the Company to which the financialStatements relates and the date of this report.

39. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure.

The Company has not received any complaint of sexual harassment during the financialyear 2016-17.

40. APPRECIATION

Your Directors would like to acknowledge the role of all its stakeholders' viz.shareholders bankers lenders borrowers and all others for their continued support toyour Company and the confidence and faith that they have always reposed in your Company.

Your Directors acknowledge and appreciate the guidance and support extended by all theRegulatory authorities including Securities Exchange Board of India (SEBI) Reserve Bankof India (RBI) Ministry of Corporate Affairs (MCA) Registrar of Companies Kolkata(ROC) the Stock Exchanges and the NSDL and CDSL.

We value the professionalism of all the employees who have proved themselves in achallenging environment and whose efforts have stood the Company in good stead and takenit to present level.

For and on behalf of the Board of Directors
Sd/-
Rajeev Singh Dugal
Managing Director
DIN - 00052037
Sd/-
Sushil Kumar Khowala
Director
Place: Jamshedpur DIN - 00224539
Date: August 14 2017