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Shyam Century Ferrous Ltd.

BSE: 539252 Sector: Metals & Mining
NSE: SHYAMCENT ISIN Code: INE979R01011
BSE LIVE 15:40 | 24 Nov 13.05 -0.05
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NSE 15:49 | 24 Nov 12.80 -0.10
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OPEN 13.55
PREVIOUS CLOSE 13.10
VOLUME 54547
52-Week high 18.70
52-Week low 7.00
P/E 54.38
Mkt Cap.(Rs cr) 290
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.55
CLOSE 13.10
VOLUME 54547
52-Week high 18.70
52-Week low 7.00
P/E 54.38
Mkt Cap.(Rs cr) 290
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shyam Century Ferrous Ltd. (SHYAMCENT) - Director Report

Company director report

Directors' Report & Management Discussion and Analysis

Financial Performance

The highlights of the financial performance of the Company for the financial year ended31st March 2017 as compared to the previous financial year are as under: ( Rs. in Lacs)

Consolidated Standalone
Particulars 2016-17 2015-16 2016-17 2015-16
Net Sales / Income 9108.70 11363.42 9108.70 11363.42
Profit Before Depreciation Interest & Tax 1112.99 750.68 1112.99 750.68
Depreciation (214.69) (294.14) (214.69) (294.14)
Interest and Finance Charges (99.79) (297.77) (99.79) (297.77)
Exceptional Items - - - -
Profit Before Tax 798.51 158.77 798.51 158.77
Tax Expenses:
-Current Tax (255.92) (54.56) (255.92) (54.56)
-Income Tax for earlier years (4.43) - (4.43) -
-Deferred Tax (6.70) 3.19 (6.70) 3.19
Profit after Tax 531.45 107.40 531.45 107.40
Share of profit of associates 587.36 528.38 - -
Net profit after taxes and share of profit of associates 1118.81 635.78 - -

Ferro Alloy Business - Industry at a Glance

Ferro-alloys are critical additives in the production of Iron & Steel. Ferro alloysare used in the production of steel as de-oxidant and alloying agents and act as anintermediate industry to the Iron & Steel Industry and therefore fortune of FerroAlloys Industry is directly linked with the growth of Iron & Steel Industry. Theproduct mix of Ferro Alloys contains bulk Ferro Alloys viz. Ferro Manganese SiliconManganese Ferro Silicon Ferro Chrome Charge Chrome etc. and noble Ferro Alloys viz.Ferromolybdenum Ferrovanadium Ferrotungsten Ferro-silicon magnesium Ferro-boron andFerro-titanium. India emerged as a preferred supplier of Ferro Alloys on account ofabundant availability of key resources trained and cost-effective manpower and locationaladvantages.

India is having huge scope for growth in the sector due to comparatively low per capitasteel consumption and the expected rise in consumption due to increased infrastructureconstruction and the thriving automobile and railways sectors. National MineralDevelopment Corporation is expected to increase the iron ore production considerablyindicating new opportunities in the sector. The Government has announced National SteelPolicy 2017 which aims to increase steel production capacity by three times over the nextfew years. The Government has also approved a proposal to give preference to locally madesteel in public sector projects. The Government focuses on housing roads ports andrailways which will enable India to be the second largest steelmaker in the World. Theexport of steel has also increased during the year under review which enabled growth insteel production in financial year 2016-17. The Government has been very mindful towardsgrowth of domestic steel industry.

On the domestic consumption side with intensifying infrastructure development andgrowing demand for automotive steel consumption of the country is expected to reach 104MT by 2017. Country's steel production is expected to increase up to 300 MTPA by Financialyear 2025. The growing steel sector and opening up of steel for FDI will help inincreasing domestic demand of Ferro-alloys.

The domestic Ferro alloys industry is revitalizing to face challenges from Malaysia andIndonesia. In India too additional capacities got added during the year under review.With under-utilized capacities at present on account of sluggish demand price and netrealization of Ferro alloys are likely to remain subdued in the near term. On the costside power cost still remains a concern for industry.

In the backdrop of above your Company continued to focus on its fundamental strengthof its ability to continuously focus on productivity and quality. There was strongemphasis on internal e3 ciencies together with an improvement in the sales mix whichenabled your Company to withstand inflationary pressures on costs and profitability.

During the year under review your company has sold 12657 MT of Ferro Silicon asagainst 16105 MT. While your Company constantly strives to increase stakeholder's valueemphasis continues to be on delivering value to customers and strengthening processeswhile driving sustainable practices resulting into expanding customer base.

Power Business

During the year under review your Company generated 1044 lacs unit as compared to 552lacs unit which was captively consumed by the Company.

Further the performance of M/s. Meghalaya Power Limited an Associate Company wasvery optimistic. The power generation has increased to 2016 lacs units as compared to1831 lacs units recorded in the previous year. During the Financial year 2016-17 theCompany has posted PBT of Rs. 1481.03 lacs and PAT of Rs. 1203.72 lacs as against Rs.1472.07 lacs and Rs. 1082.84 lacs respectively recorded in the previous financial year.

Opportunities & Threats Risks and Concerns

Performance of the Company depends on the continued demand of our products in the steeland stainless steel industry. The liberalization of industrial policy and otherinitiatives taken by the Government have given a definite impetus for entry participationand growth of the private sector in the steel industry. While the existing units are beingmodernized/expanded a large number of new steel plants have also come up in differentparts of the country based on modern cost effective state of-the-art technologies. Thecountry is expected to become the second largest producer of crude steel in the worldsoon provided all requirements for creation of fresh capacity are adequately met.

Uncertainty of availability of raw materials and other resources such as water skilledmanpower etc. high cost insu3 cient infrastructural facilities for rapid transportationfrom ore mines to plants may also a3 ect the operations and in turn the financialcondition and profitability of the Company. Further the Electrical energy is one of themajor input in production of Ferro alloys but high power tari3 and cost of coal is a greatthreat for the Ferro alloys industry. Apart from electrical energy the industry alsofaces challenges of procuring quality raw materials in time.

It is hopeful that the Government who already initiated so many steps for thebetterment of Indian economy would certainly recognize the challenges arising out of priceincrease of power and input materials and take steps to address them urgently to enablethe Ferro alloys and Steel producers to survive & compete in the domestic as well asinternational markets.

Despite these threats Indian Ferro alloy industry has tremendous growth opportunitiesdue to rapid industrialization and urbanization in India which may lead India emerging asthe leading exporter of Ferro alloys.

The Company has evolved a risk management framework to identify assess and mitigatethe key risk factors of the business. The Board of the Company is kept informed about therisk management of the Company.

Performance and Operations Review

During the year under review on a full year basis although on the demand side therehas been concern on the realization side your Company was able to achieve marginalimprovement. The Ferro Alloy and Power segment posted total revenue of Rs. 9108.70 Lacsand Profit before Tax of Rs. 798.51 Lacs as against Rs. 11363.42 Lacs and Rs. 158.77 Lacsrespectively during the previous financial year. Your Company produced 12605 MT of FerroSilicon during the year under review as against 15104 MT in the Financial Year 2015-16.Net realization per ton has improved marginally during the year under review as comparedto previous financial year. With internal e3 ciencies your Company has been able tosustain the pressures of slow-down in demand and other challenges being faced by Ferroalloys industry.

Share Capital

The paid up Equity Capital as on March 31 2017 was Rs. 2221.73 lacs. During the yearunder review the Company has neither issued any shares with differential voting rightsnor granted stock options or sweat equity shares.

Extract of Annual Return

In terms of requirement of section 134 (3) (a) of the Companies Act 2013 the extractof the Annual return in form MGT-9 is annexed herewith and marked Annexure-1.

Meetings of the Board

During the year five (5) Board Meetings and four (4) Audit Committee meetings wereconvened and held. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013. The details of the Board Meeting are provided inthe Corporate Governance Report.

Meetings of Independent Directors

During the year under review meeting of Independent Directors was held on 18th March2017 wherein the performance of the Non-Independent Directors and the Board as a whole wasreviewed. The Independent Directors at their meeting also inter alia assessed thequality quantity and timeliness of flow of information between the Company management andthe Board of Directors of the Company.

Committees of the Board

The composition and terms of reference of the Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee have been furnished in theCorporate Governance Report forming part of this Annual Report. There has been no instancewhere the Board has not accepted the recommendations of the Audit Committee and Nominationand Remuneration Committee.

Whistle Blower Policy/ Vigil Mechanism

The Company has formed a Whistle Blower Policy/ Vigil Mechanism as required underSection 177 of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A Vigil (Whistle Blower) mechanism provides a channel tothe employees and Directors to report to the management concerns about unethical behavioractual or suspected fraud or violation of the Codes of conduct or policy. The mechanismprovides for adequate safeguards against victimization of employees and Directors to availof the mechanism and also provide for direct access to the Chairman of the Audit Committeein exceptional cases. The said policy may be referred to at the Company's website at theweb link: http:// shyamcenturyferrous.com/wp-content/uploads/2015/04/Whistle_Blower_Policy.pdf

Policy on Appointment and Remuneration of Directors Key Managerial Personnel andSenior Management Employees

The Board has framed a Remuneration Policy for selection appointment and remunerationof Directors Key Managerial Personnel and Senior Management Employees. The remunerationpolicy aims to enable the company to attract retain and motivate highly qualified membersfor the Board and at other executive levels. The remuneration policy seeks to enable theCompany to provide a well-balanced and performance-related compensation package takinginto account shareholders' interests industry standards and relevant Indian corporateregulations. The details on the same are given in the Corporate Governance Report.

Directors' Responsibility Statement

Pursuant to requirement of Section 134 (3) (c) read with section 134 (5) of theCompanies Act 2013 the Directors hereby confirm and state that:

• In the preparation of Annual Accounts the applicable Accounting Standards havebeen followed along with the proper explanation relating to material departures if any.

• The Directors have selected such accounting policies and have applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of a3 airs of the Company as at 31st March 2017and of the profit of the Company for the year under review.

• The Directors have taken proper and su3 cient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

• The Directors have prepared the annual accounts on going concern basis.

• The Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

• The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013. Mr. SantanuRay Mr. Mangilal Jain and Mrs. Plistina Dkhar are Independent Directors on the Board ofyour Company. In the opinion of the Board and as confirmed by these Directors they fulfilthe conditions specified in section 149 of the Act and the Rules made there under abouttheir status as Independent Director of the Company.

Familiarization Programme Undertaken for Independent Directors

In order to enable the Independent Directors to perform their duties optimally theBoard has devised a familiarization programme for the Independent Directors to familiarisethem with the Company their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model of the Company etc. They areperiodically updated about the development which takes place in the Company. TheIndependent Directors have been issued Letter of Appointment setting out in detail theterms of appointment duties responsibilities and commitments etc. The familiarizationprogram is available on the Company's website under the weblink: http://shyamcenturyferrous.com/wp-content/uploads/2015/10/Familiarization_Programme_for_Independent_Directors.pdf

Auditors & Auditors' Report

M/s. Kailash B. Goel & Co. Chartered Accountants (Firm Registration no. 322460E)Statutory Auditors of the Company have been appointed by the members at the third AnnualGeneral Meeting and shall hold Office for a period of 5 years from the date of suchmeeting held on 4th July 2014. The Board in terms of Section 139 of the Act onrecommendation of the Audit Committee has recommended for the ratification of theappointment of Statutory Auditors from the conclusion of the ensuing Annual GeneralMeeting till the conclusion of the Seventh Annual General Meeting.

Members are requested to consider and ratify their appointment as Statutory Auditors ofthe Company and are also requested to empower the Board of Directors for fixation ofAuditor's Remuneration.

The notes to the accounts referred to in the Auditors' Report are self-explanatory andtherefore do not call for any further comments.

Cost Auditors

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyin respect of its manufacturing activity is required to be audited. Your Directors haveon the recommendation of the Audit Committee appointed M/s. B. G. Chowdhury & Co.Cost Accountants (Firm Registration number 000064) as Cost Auditors of the Company forthe financial year ended 31st March 2017 in the Board Meeting held on 3rd May 2016. Theremuneration proposed to be paid to them for the financial year 2016-17 as recommended byaudit committee was ratified in the meeting of shareholders held on 9th September 2016.

M/s. B. G. Chowdhury & Co. Cost Accountants (Firm Registration number 000064)have expressed their willingness to be appointed as Cost Auditors of the Company forensuing financial year. The Board on recommendation of the audit committee has appointedM/s. B. G. Chowdhury & Co. Cost Accountants (Firm Registration number 000064) asCost Auditors of the Company for the financial year 2017-18 subject to ratification oftheir remuneration by shareholders in the General Meeting of the company.

The cost audit report for the Financial Year 2015-16 was filed with the Ministry ofCorporate A3 airs on 15th September 2016.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. MKB & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith marked Annexure-2. The report is self-explanatory and do not call for any furthercomments.

ParticularsofLoansGuaranteesorInvestments

During the year under review your Company has not given any loan or guarantee to anyperson falling under ambit of Section 186 of the Companies Act 2013.

Details of Investments covered under the provisions of Section 186 of the CompaniesAct 2013 are given in the notes to the Financial Statements.

Related Party Transactions

All related party transactions are entered on arm's length basis in the ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013. There are no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large.Accordingly no transactions are being reported in Form AOC-2 in terms of Section 134 ofthe Act read with Rule 8 of the Companies (Accounts) Rules 2014. However the details ofthe transactions with the Related Party are provided in the Company's financial statementsin accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval has been obtained for the transactions which are foreseen and repetitivein nature. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions.

A policy on ‘Related Party Transactions' has been devised by the Company which maybe referred to at the Company's website at the web link http://shyamcenturyferrous.com/wp-content/uploads/2015/10/Related_Party_Policy.pdf

Reserves

During the year under review no amount was transferred to reserves.

Dividend

In order to conserve resources for future operations your Directors do not recommendany dividend for the Financial Year 2016-17.

Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated in section 134 (3) (m) of the Act and rules framed thereunder is mentioned below:

(A) Steps taken toward Conservation of energy:

• Reduction of Turbo Generator frequency in single mode has resulted intoreduction in Auxiliary power consumption.

• Introduction of coal additive chemical resulted into minimization of UBC &LOI in fly ash.

(B) Steps taken toward Technical Absorption:

• Replacement of cast iron with Stainless steel rotor of Coal feeder resulted intoreduction in load and compressed air consumption.

• The Company has developed a Research & Development cell for carrying outR&D Projects in the plant with specific objective of development of advanced systemsfor quality improvement. During the year under review your Company incurred Capitalexpenditure of Rs. 3.94 Lacs and there was no Revenue Expenditure in Research &Development.

(C) Foreign Exchange Earnings and Outgo

During the period under review there was no Foreign Exchange Earnings and Outgo.

Corporate Social Responsibility Initiatives (CSR)

Your Company's Corporate Social Responsibility (CSR) Policy is committed towardsimproving the quality of life of communities by working on four thrust areas -employability education health and environment.

The Committee is headed by Mr. Nagraj Tater Director of your Company and consists ofMembers as stated below:

Name Category Chairman/ Members
Mr. Nagraj Tater Non-Independent Chairman
Mr. Aditya Vimalkumar Agarwal Non-Independent Member
Mr. Mangilal Jain Independent Member

Annual Report on CSR as required to be annexed in terms of requirement of Section 135of Companies Act 2013 and rules framed thereunder is annexed herewith and markedAnnexure-3.

The CSR Policy of the Company is available on the Company's website under the weblink:http://shyamcenturyferrous. com/wp-content/uploads/2015/04/Corporate_Social_Responsibility_Policy.pdf

Evaluation of the Board's Performance

In compliance with the Companies Act 2013 and as per Listing Obligations andDisclosures Requirements formulated by Securities and Exchange Board of India (SEBI) theCompany has adopted a policy for evaluation of performance of the Board of Directors. TheBoard follows a formal mechanism for the evaluation of the performance of the Board aswell as Committee.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

The Nomination and Remuneration Committee at its meeting established the criteria basedon which the Board will evaluate the performance of the Directors.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board on parameters such as level of engagement andcontribution independence of judgment safeguarding the interest of the Company and itsminority shareholders etc. The performance evaluation of the Non-Independent Directorsand Board as a whole was also carried out by the Independent Directors.

The Directors expressed their satisfaction over the evaluation process and resultsthereof.

Directors and Key Managerial Personnel

In accordance with the provisions of Companies Act 2013 and in terms of the Memorandumand Articles of Association of the Company Mr. Aditya Vimalkumar Agarwal will retire byrotation and being eligible offers himself for reappointment. In view of his considerableexperience your Directors recommend his re-appointment as Director of the company.

During the year under review Mr. Debasis Mukhopadhyay Chief Financial Officer (CFO)resigned from the services of the Company on 21st May 2016. The Board places on recordtheir appreciation for the services and contributions made by Mr. Mukhopadhyay during histenure.

The Board of Directors had on the recommendation of the Nomination and RemunerationCommittee and the Audit Committee appointed Mr. Sunil Kumar Jha as Chief FinancialOfficer (CFO) with effect from 16th November

2016. Mr. Jha resigned from the services of the Company on 27th February 2017. TheBoard places on record their appreciation for the services and contributions made by Mr.Jha during his short tenure.

Further during the year under review Ms. Rachna Pareek Company Secretary resignedfrom the services of the Company on 18th March 2017. The Board places on record theirappreciation for the services and contributions made by Ms. Pareek during her tenure.

On the recommendation of the Audit Committee and Nomination and Remuneration Committeethe Board has appointed Mr. Uday Bahadur Chetri as Chief Financial Officer and KeyManagerial Personnel and on the recommendation of the Nomination and RemunerationCommittee Ms. Neha Agarwal has been appointed as Company Secretary and Key ManagerialPersonnel of the Company with effect from 30th May 2017.

The following personnel are Key Managerial Personnel of the Company: 1. Mr. M.V.K.Nageswara Rao - Chief Executive Officer 2. Mr. Uday Bahadur Chetri - Chief FinancialOfficer 3. Ms. Neha Agarwal - Company Secretary

Subsidiary Associate and Joint Venture

The Company does not have any subsidiary and joint venture. M/s Meghalaya Power Limitedcontinues to remain associate company.

Meghalaya Power Limited is engaged in generation of power. During the year under reviewthe Company generated 2016 lac units of power.

Audited Financial Statements of the Company's Associate

Pursuant to sub-section (3) of section 129 of the Act the statement containing salientfeatures of the financial statement of associate company Meghalaya Power Limited (MPL) forthe year ended March 31 2017 is annexed in the Form AOC – 1 and marked asAnnexure-4.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company have been prepared in accordanceto requirements of Accounting Standards (AS-23) as prescribed by the Institute ofChartered Accountants of India and has been included as a part of this Annual Report.

The detailed financial statements of the associate Company are available for inspectionat the Registered Office of the Company during Office hours between 11 A.M. and 1 P.M. Asper the provisions of Section 136 of the Companies Act 2013 separate audited financialstatements of its associate company are being placed on its website www.shyamcenturyferrous.com and the Company will arrange to send the financial statements ofits associate company upon written request from the shareholders to their registeredaddress.

Deposits

During the year under report the Company has not accepted any deposits from public orfrom any of the Directors of the Company or their relatives falling under ambit of Section73 of the Companies Act 2013.

Changes Impacting Going Concern Status and Company's Operations

During the year under review there have been no material orders passed by theRegulators/Courts impacting materially the going concern status or future operations ofthe Company.

There were no material changes and commitments a3 ecting the financial position of theCompany during the period under review.

Adequacy of Internal Financial Control

The Company maintains comprehensive internal control system commensurate with the sizeof its operations and monitoring procedure for all the major processes to ensurereliability of financial reporting timely feedback on achievement of operational andstrategic goals compliance with policies procedures laws and regulations safeguardingof assets and economical and e3 cient use of resources.

The Internal Audit Department of the Company periodically reviews the effectiveness ande3 cacy of Internal Control Systems and procedures. Audits are finalized and conductedbased on internal risk assessments. Significant deviations from the standard proceduresare brought to the notice of the Board periodically and corrective measures arerecommended for implementation. All these steps facilitate timely detection of anyirregularities frauds and errors and early remedial measures to be undertaken so that nomonetary losses are sustained. Significant audit observations if any and correctiveactions thereon are presented to the Audit Committee of the Board.

Internal Control over Financial Reporting

The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. During the year such controls were testedand no reportable material weakness in the design or operations were observed. The Companyhas policies and procedures in place for ensuring proper and e3 cient conduct of itsbusiness the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information.

Managerial Remuneration and Particulars of Employees

The disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 along with a statementcontaining particulars of employees as required under Section 197 of Companies Act 2013read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith and marked Annexure- 5 and forms part of thisreport.

Policy on Prevention of Sexual Harassment

TheCompanyvaluestheintegrityanddignityofitsemployees. The Company has put in place a‘Policy on Prevention of Sexual Harassment' as per the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 ("Sexual HarassmentAct"). We a3 rm that adequate access has been provided to any complainants who wishto register a complaint under the policy. No complaint was received during the year.

Corporate Governance

The Company has complied with the corporate governance requirements as stipulated underthe Listing Obligations and Disclosures Requirements formulated by Securities and ExchangeBoard of India (SEBI). A separate section on corporate governance along with acertificate from the auditors confirming the compliance is annexed and forms part of theAnnual Report. This certificate will be forwarded to the Stock Exchanges along with theAnnual Report of the Company.

Chief Executive Officer (CEO) /Chief Financial Officer (CFO) Certification

As required under Regulation 17(8) of the Listing Obligations and DisclosuresRequirements formulated by Securities and Exchange Board of India (SEBI) the CEO/CFOcertification has been submitted to the Board and a copy thereof is contained in thisAnnual Report.

Human Resource Development & Industrial Relations

The Company has always provided a congenial atmosphere for work to all sections ofsociety. It has provided equal opportunities of employment to all irrespective to theircaste religion color marital status and sex. The Company believes that human capital ofthe Company is its most valuable assets and its human resource policies are alignedtowards this objective.

The Company focuses on enhancing organizational performance by focusing on quickgrievance resolution mechanisms and maintaining cordial relations with employees andworkmen across all levels. The relation amongst its employees remained harmonious and theyear under review remained free from any labor unrest.

During the year under review there has not been any material change in humanresources industrial relations and number of people employed.

Green Initiatives in Corporate Governance

Ministry of Corporate A3 airs has permitted Companies to send copies of Annual reportNotices etc. electronically to the email IDs of shareholders. Your Company has arrangedto send the soft copies of these documents to the registered email IDs of theshareholders wherever applicable. In case any shareholder would like to receive physicalcopies of these documents the same shall be forwarded upon receipt of written request inthis respect.

Cautionary Statement

Statements in this report describing the Company's objectives expectations orpredictions may be forward looking within the meaning of applicable securities laws andregulations. Actual results may differ materially from those expressed in the statement.Important factors that could influence the Company's operations include: global anddomestic demand and supply conditions a3 ecting selling prices new capacity additionsavailability of critical materials and their cost changes in government policies and taxlaws economic development of the country and other factors which are material to thebusiness operations of the Company.

Acknowledgement

YourDirectorstakethisopportunitytoexpresstheirdeepsense of gratitude to the BanksCentral and State Governments and their departments and the Local Authorities CustomersVendors Business partners/associates and Stock Exchanges for their continued guidance andsupport.

Your Directors would also like to place on record their sincere appreciation for thecommitment dedication and hard work put in by every member of the Company and recognizetheir contribution towards Company's achievements. Your Directors express their gratitudeto the shareholders of the Company for reposing their confidence and trust in theManagement of the Company.

For and on behalf of the Board of Directors

Nagraj Tater Sajjan Bhajanka
Director Director
(DIN: 00266072) (DIN: 00246043)
Place: Kolkata
Date: 30th May 2017