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Shyam Century Ferrous Ltd.

BSE: 539252 Sector: Metals & Mining
NSE: SHYAMCENT ISIN Code: INE979R01011
BSE LIVE 15:40 | 25 Sep 8.32 0.11
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NSE 14:21 | 25 Sep 8.00 -0.25
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OPEN 8.45
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VOLUME 5745
52-Week high 11.52
52-Week low 6.00
P/E 29.71
Mkt Cap.(Rs cr) 185
Buy Price 0.00
Buy Qty 0.00
Sell Price 8.29
Sell Qty 260.00
OPEN 8.45
CLOSE 8.21
VOLUME 5745
52-Week high 11.52
52-Week low 6.00
P/E 29.71
Mkt Cap.(Rs cr) 185
Buy Price 0.00
Buy Qty 0.00
Sell Price 8.29
Sell Qty 260.00

Shyam Century Ferrous Ltd. (SHYAMCENT) - Director Report

Company director report

Management Discussion Analysis

Dear Shareholders

Your Directors have pleasure in presenting the Fifth Annual Report of the Companytogether with the Audited Balance Sheet as at 31st March 2016 and the Statement of Profit& Loss for the year ended on that date.

FINANCIAL PERFORMANCE

The highlights of the financial performance of the Company for the Financial Year ended31st March 2016 as compared to the previous Financial Year are as under:-

( Rs. in Lacs)

Consolidated Standalone
Particulars 2015-16 2014-15 2015-16 2014-15
Net Sales / Income 11363.42 11591.00 11363.42 11591.00
Profit Before Depreciation Interest & Tax 750.68 1708.13 750.68 1708.13
Depreciation (294.14) (463.98) (294.14) (463.98)
Interest and Finance Charges (297.77) (334.62) (297.77) (334.62)
Exceptional Items - (28.23) - (28.23)
Profit Before Tax 158.77 881.30 158.77 881.30
Tax Expenses:
-Current Tax (54.56) (354.04) (54.56) (354.04)
-Deferred Tax 3.19 4.95 3.19 4.95
Profit after Tax 107.40 532.21 107.40 532.21
Share of profit of associates 528.38 265.77 - -
Net profit after taxes and share of profit of associates 635.78 797.98 - -

During the year under review your Company has sold 16105 MT of Ferro Silicon asagainst 13849 MT during the immediate previous year resulting an increase of 16 % inSales volume despite stressed market condition.

SHARE CAPITAL

The paid up Equity Capital as on March 31 2016 was Rs. 2221.73 Lacs. During the yearpursuant to the Scheme of Arrangement as approved by the Hon’ble Meghalaya HighCourt the Board of Directors of the Company at their meeting held on 28th April 2015issued and allotted 222172990 Equity Shares of Rs. 1/- each to every member of StarFerro and Cement Limited (SFCL) holding fully paid up equity shares of SFCL and whose nameappeared in the Register of Members of SFCL as on 24th April 2015 the record date fixedby SFCL for this purpose. Accordingly shares of your Company got listed in National StockExchange of India Ltd. (NSE) and Bombay Stock Exchange (BSE) and trading started witheffect from 28th July 2015.

During the year under review the Company has not issued shares with differentialvoting rights nor granted stock options or sweat equity shares.

FERRO ALLOY BUSINESS – RETROSPECT AND OUTLOOK

Ferro Alloys is an additive which is used in manufacturing of steel which consists ofless than one percent of the total raw material required for steel production. Despitebeing very low constituent Ferro Alloys are vital additives for steel making. Theprincipal function of Ferro Alloy addition is that it increases the resistance of steel tocorrosion and oxidation improves its hardenability tensile strength at hightemperatures wear and abrasion resistance and increases its other properties like creepstrength etc. Ferro Alloys are generally used to impart engineering properties to steel.Ferro Alloys are vital input for producing all type of steel and are used as raw materialin the production of special steels alloy steels and stainless steels.

Production of Crude Steel Alloy and Special Steel and Stainless Steel are major demanddrivers of Ferro Alloys. Owing to demand de-growth Financial Year 2015-16 witnessed asteep fall in commodity prices globally including prices of steel leading to immensepressure on operating margins of the steel plants worldwide including India. Besides weakdemand in major steel-producing neighboring nations such as China Japan and South Koreahave forced them to focus on exports at aggressive prices to large consumers like Indiahurting the financial health of the Indian steel makers further. The current woes andchallenges of the steel industry on account of cheap imports at predatory prices remainconcern for Ferro Alloy Industry of the country. Apart from weak steel demand for thereasons stated above demand for Indian Ferro Alloy Industry had also been facing dumpingof Ferro Silicon from China Malaysia and Bhutan which impacted realization during theyear under review.

Despite these constraints and challenging environment your Company continued to focuson its fundamental strength of its ability to continuously focus on productivity andquality. There was strong emphasis on internal efficiencies together with an improvementin the sales mix which enabled your Company to withstand inflationary pressures on costsand profitability. However huge erosion of realisation shows sharp decline inProfitability of the Company in this Financial Year as compared to previous year.

During the year under review your Company has sold 16105 MT of Ferro Silicon asagainst 13849 MT during the immediate previous year resulting an increase of 16 % inSales volume despite stressed market condition. While your Company constantly strives toincrease stakeholder’s value emphasis continues to be on delivering value tocustomers and strengthening processes while driving sustainable practices resulting intoexpanding our customer base.

Indian Ferro Alloy Industry has been facing challenges on cost front too in form ofhigh cost of electric power a major cost driver inadequate transportation facilities andtechnological challenges. India accounts for 10% of world’s Ferro Alloy productionwith installed capacity of more than 5 Million MT per annum. The industry has abundantrich Chrome Ore and Manganese deposit but has not been globally competitive despite lowmanpower cost mainly due to challenges faced by the Industry as mentioned above.

Indian Ferro Alloy Market is likely to experience slight contraction in short term onaccount of lowering of export demand. On Price and realisation front it is expected tomoderate further but at a slower pace. There is stiff competition from the producers andexporters of the Ferro Alloys in India. Exports from India to China South Africa andother countries constituting nearly 50% of the market of the Ferro Alloys earlier issuffering heavily for economic slowdown in China and low-cost infiltration of Ferro Alloysfrom Malaysia and Bhutan. However with Government’s focus on housing andinfrastructure steel demand is likely to get a boost and thereby country’s FerroAlloy Industry is likely to improve. Recent initiative of Central Government in the areaof regulating steel imports through import duty rationalisation is also likely to havepositive impact on country’s steel and Ferro Alloy industry.

POWER BUSINESS

During the year under review your Company generated 552.46 Lacs unit as compared to641.17 Lacs unit which was captively consumed by the Company.

Further the performance of M/s. Meghalaya Power Limited Associate Company was veryoptimistic. The power generation has increased to 1831.14 Lacs units as compared to1679.23 Lacs units recorded in the previous year. During the Financial year 2015-16 theCompany has posted PBT of Rs. 1472.07 Lacs and PAT of Rs. 1082.84 Lacs as against Rs.1287.39 Lacs and Rs. 544.66 Lacs respectively recorded in the previous Financial Year.

OPPORTUNITIES & THREATS RISKS AND CONCERNS

Performance of the Company depends on the continued demand for our products in thesteel and stainless steel industry. The Steel business is cyclical in nature accordinglyperformance and results of operations are influenced by a variety of factors relating tothe steel industry like fluctuations in demand and supply of steel and steel productsboth domestically and internationally general economic conditions and changes in theinternational prices of steel and steel products and slowdowns in steel industry.Uncertainty of availability of raw materials and other resources such as wateruninterrupted power supply skilled manpower etc. high cost insufficient infrastructuralfacilities for rapid transportation from ore mines to plants may also affect theoperations and in turn the financial condition and profitability of the Company.

Despite these threats Indian Ferroalloy industry has tremendous growth opportunitiesdue to very fast industrialisation and urbanisation in India which may lead India inemerging as the leading exporter of Ferro Alloys for the world.

With the Government’s thrust to develop infrastructure sectors and allocation ofmore funds the Ferro alloy industry which fully depends on performance of steel industryis expected to grow in future. The Government has listed few Ferro Alloys under the FocusProduct Scheme which provides export benefits to the sector. It has also listed Ferromanganese slag under the restricted list of imports and imposed high customs duty on rawmaterials for manufacturing Ferro vanadium.

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

Due to slower growth in Global steel market output the performance of Ferro alloyremained dampened during the year under review. Despite weak economy and intense marketsituation the Ferro Alloy segment posted total revenue of Rs. 11363.42 Lacs and Profitbefore Tax of Rs. 158.77 Lacs as against Rs. 11591.00 Lacs and Rs. 881.30 Lacsrespectively during the previous Financial Year. During the year under review yourCompany produced 15104 MT of Ferro Silicon as against 14835 MT during FY 2014-15.Although net realisation per ton has reduced considerably during the year under review ascompared to previous Financial Year your Company has been able to sustain these pressuresby bringing efficiencies in operations.

EXTRACT OF ANNUAL RETURN

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

MEETINGS OF THE BOARD

During the year six (6) 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 were held on 22ndDecember 2015 and 21st March 2016 wherein the performance of the Non-IndependentDirectors and the Board as a whole was reviewed. The Independent Directors at theirmeeting also inter-alia assessed the quality quantity and timeliness of flow ofinformation between the Company management and the 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 Code 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 atthe weblink: http:// shyamcenturyferrous.com/wp-content/uploads/2015/04/Whistle_Blower_Policy.pdf

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 affairs of the Company as at 31st March 2016and of the profit & loss of the Company for the year under review.

• The Directors have taken proper and sufficient 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

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 shareholder interests industry standards and relevant Indian corporateregulations. The details on the same are given in the Corporate Governance Report.

AUDITORS & AUDITORS’ REPORT

M/s. Kailash B. Goel & Co. Chartered Accountants (Firm Registration Number322460E) Statutory Auditors of the Company have been appointed by the members at thethird Annual General Meeting and shall hold office for a period of 5 years from the dateof such meeting 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 Sixth 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-explanatoryand therefore do not call for any further comments.

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 Mr. Manoj Kumar Banthia Practicing Company Secretary of M/s. MKB &Associates a firm of Company Secretaries in Practice to undertake the Secretarial Auditof the Company. The Secretarial Audit Report is annexed herewith and marked Annexure-2.The report is self-explanatory and 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 2016 in the Board Meeting held on 10th August 2015.The remuneration proposed to be paid to them for the Financial Year 2015-16 asrecommended by Audit Committee was ratified in the meeting of shareholders held on 25thSeptember 2015.

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 2016-17 subject to ratification oftheir remuneration by shareholders in the General Meeting of the Company.

The Cost Audit report for the Financial Year 2014-15 was filed with the Ministry ofCorporate Affairs on 22nd September 2015.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

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 interms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014.However the details of the transactions with the Related Party are provided in theCompany’s financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. 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 Companywhich may be referred to at the Company’s website at the weblink: 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 2015-16.

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:

• Provision of Bed coil protection to minimize bed coil leakage resulted intolowering down stoppages and better plant availability together with enhanced bed coillife.

• Measures undertaken in Air and Water System of Power Plant resulted intoreduction in Auxiliary Power Consumption.

• Improvement in quality of raw materials resulted into reduction in specificpower consumption in Ferro Silicon production.

• Less Stroking of Charged Material in furnace resulted into reduction in dieselconsumption.

(B) Steps taken toward Technical Absorption:

• Conversion of Operation of VFD in CT Fan Motor from local mode to remote moderesulted into reduction in power consumption in operation of CT Fan Motor.

• Controlling main steam temperature by boiler operation resulted into reductionin power consumption in operation of Boiler Feed Pump motor.

• Arresting air leakages in boiler ducting APH & Primary airline resultedinto reduction in power consumption in ID Fan FD Fan & PA Fan.

• 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. 7.73 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 Earning 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.

During the year under review the Company has constituted Corporate SocialResponsibility Committee as per the requirements of Section 135 of the Companies Act2013. The Committee is headed by Mr. Nagraj Tater Director of your Company and consistsof members as stated below:

Sl. No. Name Category Chairman/ Members
1. Mr. Nagraj Tater Non-Independent Chairman
2. Mr. Aditya Vimalkumar Agrawal Non-Independent Member
3. 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 marked

Annexure-3.

The CSR Policy of the Company is available on the Company’s website under theweblink: 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 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 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 all Directors of theBoard on parameters such as level of engagement and contribution independence ofjudgment safeguarding the interest of the Company and its minority shareholders etc. Theperformance evaluation of the Non-Independent Directors and the Board as a whole was alsocarried 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. Sajjan Bhajanka will retire by rotationand being eligible offers himself for re-appointment. In view of his considerableexperience your Directors recommend his re-appointment as Director of the Company.

During the year under review Ms. Hasti Doshi Chief Financial Officer (CFO) resignedfrom the services of the Company on 10th August 2015. The Board places on record theirappreciation for the services and contributions made by Ms. Doshi during her tenure.

The Board of Directors had on the recommendation of the Nomination and RemunerationCommittee and the Audit Committee appointed Mr. Debasis Mukhopadhyay as Chief FinancialOfficer (CFO) with effect from 11th August 2015.

The following personnel are Key Managerial Personnel of the Company:

1. Mr. M.V.K. Nageswara Rao - Chief Executive Officer

2. Mr. Debasis Mukhopadhyay - Chief Financial Officer

3. Ms. Rachna Pareek - Company Secretary

SUBSIDIARY ASSOCIATE AND JOINT VENTURE

The Company does not have any subsidiary and joint venture. M/s. Meghalaya PowerLimited is an Associate Company.

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 2016 is annexed in the Form AOC – 1 and marked as Annexure-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 of its AssociateCompany upon written request from the shareholders to their registered address.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company values the integrity and dignity of its employees. The Company has put inplace a ‘Policy on Prevention of Sexual Harassment’ as per the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 ("SexualHarassment Act"). We affirm that adequate access has been provided to anycomplainants who wish to register a complaint under the policy. No complaint was receivedduring the year.

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 affecting 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 efficient use of resources.

The Internal Audit Department of the Company periodically reviews the effectiveness andefficacy 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 efficient 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

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith and marked Annexure-5.

PARTICULARS OF EMPLOYEES

The Company has no employee whose remuneration exceeds the limit prescribed underSection 197 of the Companies Act 2013 read with Rule 5(2) of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.

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.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs 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.

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.

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 affecting 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

Your Directors take this opportunity to express their deep sense of gratitude to theBanks Central and State Governments and their departments and the Local AuthoritiesCustomers Vendors Business partners/associates and Stock Exchanges for their continuedguidance and support.

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 theirgratitude to the shareholders of the Company for reposing their confidence and trust inthe Management of the Company.

For and on behalf of the Board of Directors
Place: Kolkata Nagraj Tater Sajjan Bhajanka
Date: 3rd May 2016 Director Director
DIN: 00266072 DIN: 00246043