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Steelcast Ltd.

BSE: 513517 Sector: Engineering
NSE: N.A. ISIN Code: INE124E01020
BSE LIVE 15:40 | 26 Sep 125.85 2.80
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VOLUME 7765
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P/E 41.95
Mkt Cap.(Rs cr) 255
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Sell Price 0.00
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OPEN 122.00
CLOSE 123.05
VOLUME 7765
52-Week high 129.00
52-Week low 55.00
P/E 41.95
Mkt Cap.(Rs cr) 255
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Steelcast Ltd. (STEELCAST) - Director Report

Company director report

Dear Shareholders

The Directors of your Company are pleased to present the 46 Annual Report togetherwith the Audited Financial Statement for the financial year ended on March 31 2017.

1. FINANCIAL RESULTS:

(Rupees in Lacs)
Sr. No. Particulars 2016-17 2015-16
1 Sales 13434 13704
2 Other Income 134 37
3 Total Income 13568 13741
4 Profit Before Depreciation & Tax (PBDT) 1544 1273
5 Less: Depreciation 1217 1231
6 Profit Before Taxation (PBT) 327 41
7 Less: Taxation (all Taxes) 91 28
8 Profit After Taxation (PAT) 236 13
9 Add: Balance brought forward from last year (1544) (1557)
10 Amount Available for Appropriation (1308) (1544)
Appropriations:
(a) Interim Dividend - -
(b) Proposed Dividend 121.44 -
(c) Corporate Dividend Tax 24.72 -
(d) General Reserve - -
(e) Balance to be carried forward (1454) (1544)
Total (1454) (1544)

2. STATE OF COMPANY'S AFFAIRS:

1. The Company has earned revenue from operation of Rs.13433.96 Lacs during the yearended on 31st March 2017 as against Rs. 13704.24 Lacs earned during the previous yearended on 31st March 2016 with a marginal fall of 1.97% as compared to previous year. TheCompany has also earned other income of Rs. 133.64 Lacs during the year under review asagainst Rs.37.12 Lacs earned during the previous year.

The Company earned Profit Before Tax (PBT) of Rs. 327.11 Lacs and Profit After Tax(PAT) Rs 235.63 Lacs during the year ended on 31st March 2017 as compared to previousyear ended on 31st March 2016 Rs. 41.47 Lacs and 13.29 Lacs respectively showing a riseof 689% in Profit Before Tax and 1673% in Profit After Tax (PAT).

After adding the surplus in the Statement of Profit & Loss of Rs. (1544) lacs lossbrought forward from the previous year to the profit of Rs. 236 lacs earned by the Companyduring the year under review the total amount of Rs. (1308) lacs loss is available forappropriation.

There is no material change and commitment occurred during the period which affect thefinancial position of the company.

Further there is no change in the nature of business of the company.

3. DIVIDEND: The Board of Directors of your Company are pleased to recommenddividend @ 12% (i.e. Rs 0.60 paise) on fully paid up equity shares of Rs. 5/- each for thefinancial year ended March 31 2017 subject to approval of the shareholders at theensuing Annual General Meeting.

4. CONSERVATION OF ENERGY RESEARCH AND DEVLOPMENT TECHNOLOGY ABSORPTIONFOREIGN EARNINGS AND OUTGO: The Information relating to the Conservation of EnergyTechnology Absorption and Foreign Exchange Earnings and Outgo required under Section134(3) (m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 is annexed to this Report as an Annexure- A and forming part of this Report.

5. SEGMENT REPORTING: The Company is engaged in the Castings Manufacturingbusiness only and therefore there is only one reportable segment in accordance with theAccounting Standard on Segment Reporting AS-17.

6. SUBSIDIARIES ASSOCIATE AND JOINT VENTURE: The Company is having apartnership firm namely STEELCAST LLC in USA. During the year under review no otherCompany became or ceased to become Subsidiary Joint Venture or Associate Company.

7. CORPORATE SOCIAL RESPONSIBILITY (CSR): Company has formulated Policy onCSR in accordance with Schedule VII of the Companies Act 2013 and the details of thecomposition of the Committee are covered in the Corporate Governance Report. Your Companyhas spent sufficient amount towards CSR activities during the year. Report on CSRactivities is annexed as Annexure- B and forming part of this Report. The Board hasapproved Policy on CSR which has been uploaded on the Company's website atwww.steelcat.net.

8. QUALITY: Your Company has continued emphasis on Research &Development. A dedicated Quality Assurance ("QA") team is monitoring productquality. Substantial CAPEX has been incurred towards quality improvement and productinnovation. Your Company strives to be industry leader by adopting modern technology.

9. INSURANCE: All assets of the Company including Building Plant &Machinery Stocks etc. wherever necessary and to the extent required have beenadequately insured.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

10.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period of this report Mr. Tipirneni Kumar Whole Time Director and ChiefFinancial Officer of the Company has resigned from the position of Chief FinancialOfficer (CFO) of the Company with effect from 24th January 2017. The Board appreciatesthe valuable services rendered by him during his tenure.

Mr. Subhash R Sharma has been appointed as Chief Financial Officer of the Company atthe Board Meeting held on 24th January 2017 upon recommendation made by Nomination &Remuneration Committee and Audit Committee is to be considered as Key ManagerialPersonnel under Section 203 of the Companies Act 2013 effective from 25th January 2017.

Pursuant to the provisions of Section 152 of the Companies Act 2013 and Rules madethereunder Mr. Tipirneni Kumar Whole Time Director of the Company shall retire byrotation at this Annual General Meeting and being eligible offer himself forre-appointment. The Members are requested to consider his re-appointment.

Necessary resolutions relating to Directors who are seeking appointment / reappointmentare included in the Notice of Annual General Meeting. The relevant details of the saidDirectors are given in the Notes/annexure to the Notice of the Annual General Meeting.

10.2 COMPLIANCE ON CRITERIA OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS: All

Independent Directors of the Company have given declarations to the Company underSection 149 (7) of the Act that they meet the criteria of independence as provided inSub-Section 6 of Section 149 of the Act and also under the Listing Regulations.

10.3 FORMAL ANNUAL EVALUATION: The Board of Directors has carried out an annualevaluation of its own performance its Committees and Individual Directors pursuant to therequirements of the Act and the Listing Regulations.

Further the Independent Directors at their exclusive meeting held 24th January 2017during the year reviewed the performance of the Board its Chairman and Non-ExecutiveDirectors and other items as stipulated under the Listing Regulations.

10.4 NOMINATION AND REMUNERATION POLICY: The Board has on the recommendation ofthe Nomination & Remuneration Committee framed a policy for selection and appointmentof Directors Senior Management and their remuneration. The details of the Nomination andRemuneration Policy are covered in the Corporate Governance Report. The said policy hasalso been uploaded on the Company's website at www.steelcast.net.

10.5 MEETINGS: During the year Five (5) Nos. of Board Meetings and Five (5) Nos. ofAudit Committee Meetings were convened and held the details of which are given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.

10.6 COMMITTEES OF THE DIRECTORS: The details of various committees of Directorsconstituted under various provisions of Companies Act 2013 and Rules made thereundertheir constitution terms of reference and other details are provided in the CorporateGovernance Report.

Compositions of Board of Directors and various Committees of Directors are available onthe Company's website at www.steelcast.net.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS: Details of Loans Guaranteesand Investments covered under the provisions of Section 186 of the Companies Act 2013are given in the Notes to the Financial Statements if any.

12. RELATED PARTY TRANSACTIONS: Information on transactions with related partiespursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)Rules 2014 are given in Annexure- C in the prescribed Form – AOC-2 and thesame forms part of this report.

All related party transactions are placed before the Audit Committee and Board of theCompany for review and approval or Omnibus approval as permitted under law. Transactionswith related parties as per requirements of Accounting Standard 18 are disclosed in thenotes to accounts annexed to the financial statements. Your Company's Policy on RelatedParty Transactions as adopted by your Board can be accessed on the Company's website atwww.steelcast.net.

13. PARTICULARS OF EMPLOYEES: The Disclosures pertaining to remuneration and otherdetails as required under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are enclosed with thisreport as Annexure- D.

The Statement of particulars of employees under Section 197(12) read with Rule 5 (2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is not provided with as during the financial year under review no employee of theCompany including Managing Director was in receipt of remuneration in excess of the limitsset out in the said rules.

14. HUMAN RESOURCES: Your Company believes that its employees are one of the mostvaluable assets of the Company. During the year under review the Company organizedvarious training programs at all level to enhance skill of the employees. As on 31stMarch 2017 total employees strength at STEELCAST is over 610. The employees are deeplycommitted to the growth of the Company.

15. VIGIL MECHANISM / WHISTLEBLOWER POLICY: The Company has formulatedWhistleblower Policy in conformity with the provisions of Section 177 (9) of the CompaniesAct 2013 and Listing Regulations to provide a mechanism for any concerned person of thecompany to approach the Ethics Counselor/ Chairman of the Audit Committee of the Companyfor the purpose of dealing with instance of fraud and mismanagement if any and alsoensure that whistleblowers are protected from retribution whether within or outside theorganization. The details of the Whistle Blower Policy are explained in the CorporateGovernance Report and also posted on the Company's website at www.steelcast.net.

16. EXTRACT OF ANNUAL RETURN: Pursuant to the provisions of section 92 (3) of theCompanies Act 2013 an extract of annual return is annexed hereto as Annexure- E andforms part of this report.

17. SECRETARIAL AUDITORS: Pursuant to the provisions of Section 204 of theCompanies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 M/s. D.G.Bhimani & Associates Company Secretary (CP: 6628)Anand have been appointed as the Secretarial Auditors to conduct the Secretarial Audit ofthe Company for the Financial Year 2017-18 the Secretarial Audit Report for the FinancialYear 2016-17 is annexed herewith as Annexure- F and forms part of thisreport".

The observations made in the Secretarial Audit Report are self-explanatory andtherefore do not call for any further comments under Section 134(3) (f) of the CompaniesAct 2013.

18. CORPORATE GOVERNANCE REPORT AND CERTIFICATE: Your Company is committed tomaintain the highest standards of Corporate Governance and adheres to the CorporateGovernance requirements set out by SEBI. As required under Regulation 34 (3) read withSchedule V (C) of the Listing Regulations a Corporate Governance report and thecertificate as required under Schedule V (E) of the Listing Regulations from StatutoryAuditors of the Company regarding compliance of conditions of Corporate Governance aregiven in Annexure- G and Annexure- H respectively forming part of thisreport.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion and AnalysisReport for the year under review as stipulated under Listing Regulation is annexedherewith as Annexure- I and forms part of this report.

20. COST AUDITORS: In terms of the provisions of Section 148 of the Act read withthe Companies (Cost Records and Audit) Amendment Rules 2014 the Board of Directors onthe recommendation of the Audit Committee have appointed M/s. S K Rajani & Co. CostAccountants Bhavnagar as Cost Auditor of the Company for the Financial Year ending March31 2018 on a remuneration as mentioned in the Notice of Annual General Meeting forconducting the audit of the cost records maintained by the Company.

A Certificate from M/s. S K Rajani & Co. Cost Accountants has been received to theeffect that their appointment as Cost Auditor of the Company if made would be inaccordance with the limits specified under Section 141 of the Act and Rules framedthereunder. A resolution seeking Member's ratification for the remuneration payable toCost Auditor forms part of the Notice of the Annual General Meeting of the Company andsame is recommended for your consideration and approval.

Cost Audit report for the financial year ended March 31 2016 were filed on October 262016 which was within the time limit as prescribed in Companies (Cost Audit Report)Rules 2011.

21. STATUTORY AUDITORS: As per the provision of the section 139(2) & (3) of theCompanies Act 2013 tenure of existing Auditors M/s Sanghavi & Co. CharteredAccountants ends on ensuing Annual Meeting and Company requires to rotate appointment ofStatutory Auditor.

Accordingly the Audit Committee and the Board of Directors respectively at theirmeeting held on 22nd May 2017 have recommended the Appointment of M/s. S. S. M. &Co. Chartered Accountants (FRN:129198W) as Statutory Auditor of the Company to holdoffice from conclusion of this Annual General Meeting till the conclusion of the 50thAnnual General Meeting.

M/s. S. S. M & Co Chartered Accountants having Firm Registration Number 129198Whas given consent to act as Statutory Auditors of the Company confirming that theirappointment if made would be in accordance with the provision of section 139 and 140 ofthe Companies Act 2013 read with the Companies (Audit & Auditors) Rules 2014 andListing Regulation

Your Directors recommend their appointment as Statutory Auditors of the Company forF.Y. from 2017-18 to 2019-20.

The observations made in the Auditor's Report are self-explanatory and therefore donot call for any further comments under Section 134(3) (f) of the Companies Act 2013.

22. INTERNAL FINANCIAL CONTROLS: The Company has in place adequate internalfinancial controls with reference to financial statements. The Company has adopted anInternal Financial Control Framework policy and Procedure document in FY 2015-16 to ensureorderly and efficient conduct of the business accuracy and completeness of the accountingrecords and timely preparation of financial reports. The policy & procedure frameworkis supported by the ERP system. The ERP system used by the company developed in-house isconsistent with Accounting Standards and Financial Control Requirements.

During the FY 2016-17 Compliance Calendar related to Banking Activities added to theInternal Financial Control Framework for tracking compliances of banking transactions asper terms and conditions sanctioned by various bankers for extending credit facilities Thesimilar tracking and control system is underway for compliances of various laws as perstatutory requirements applicable to the company as a whole. Updation in procedure istaken as and when found necessary.

This is aimed at giving the Audit Committee a reasonable assurance on the reliabilityof financial reporting and statutory & regulatory compliances effectiveness andefficiency of the company operations.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There wereno significant material orders passed by the Regulators / Courts which would impact thegoing concern status of the Company and its future operations during the year underreview.

24. CHANGE IN THE NATURE OF BUSINESS: During the year under review there was nochange in the nature of business of the Company and there is no material change and/orcommitments affecting the financial position of the Company during the period from 31stMarch 2017 till the date of this report.

25. DIRECTORS' RESPONSIBILITY STATEMENT: To the best of their knowledge and beliefand according to the information and explanations obtained by them your Directors makethe following statements in terms of Section 134(3)(c) and 134 (5) of the Companies Act2013 that:

a. in the preparation of the annual financial statements for the year ended March31 2017 the applicable Accounting Standards have been followed along with properexplanation relating to material departures if applicable;

b. for the Financial Year ended March 31 2017 such accounting policies asmentioned in the Notes to the financial statements have been applied consistently andjudgments and estimates that are reasonable and prudent have been made so as to give atrue and fair view of the state of affairs of the Company at the end of the Financial Yearand of the Profit and Loss of the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. the Annual Financial Statements have been prepared on a going concern basis;

e. proper internal financial controls are in place and such internal financialcontrols are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and are adequate and operating effectively.

26. RISK MANAGEMENT: The Company has been addressing various risks impacting theCompany and details of the same are provided elsewhere in this Annual Report in ManagementDiscussion and Analysis.

27. SEXUAL HARASSMENT POLICY: Your Company has zero tolerance towards sexualharassment at the workplace and has adopted a Policy on Sexual Harassment in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the Rules made thereunder. The said policy can be accessed onthe Company's website at www.steelcast.net.

28. CHANGE IN TAXATION ACT AND RULES: The Government of India has enacted GST Act2017 along with IGST Act 2017 SGST Act 2017 and UTGST Act 2017 and tentative date forimplementation informed w.e.f July 1 2017. Your company management is working fornecessary preparation in accounting system accordingly and necessary training sessions arebeing conducted in-house and in various seminars & workshops conducted by ProfessionalBodies CII State Government Commercial Departments etc. The transition is expected to besmooth.

29. CHANGE IN FINANCIAL REPORTING STANDARDS: The Ministry of Corporate Affairsissued "The Companies (Indian Accounting Standards) Rules 2015 and amendment thereto"The Companies (Indian Accounting Standards) Amendment Rules 2016 as convergedversion of International Financial Reporting System (IFRS). Further "Generalinstructions for preparation of Balance Sheet and Statements of Profit and Loss of aCompany" for compliance and implementation of said rules are also notified by Govt.As per MCA notification your company is falling under phase-2 category for reportingunder Ind-AS and FY 2017-18 is our reporting year as per Ind AS. For the said reportingsystem your company has sought assistance for implementation of the task assigned to arenowned Accounting Firm for smooth transition.

30. ACKNOWLEDGEMENTS: Yours Directors take this opportunity to express theirsincere appreciation for the excellent support and co-operation extended by theshareholders customers suppliers bankers and other business associates. Your Directorsgratefully acknowledge the ongoing co-operation and support provided by the Central andState governments and all Regulatory Authorities. Your Directors also place on recordtheir deep sense of appreciation to all employees for their dedicated services rendered atvarious levels.

For and on behalf of the Board of Directors
Ahmedabad (Chetan M. Tamboli)
May 22 2017 Chairman & Managing Director

ANNEXURE- A TO THE BOARD'S REPORT:

Information under Section 134(3) (m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014

(A) ENERGY CONSERVATION

(i) The step taken or impact on conservation of energy:

• Replacement of rotary gear motor by dead weight system for drainage of discarddust in dust collector.

• Use of thyristor based panel in core shooter machine for energy conservation fordie heating used in shell molding process

(ii) The step taken by company for utilizing alternate sources of energy:

The Company evaluated options for utilization of alternate sources of energy during thefinancial year 2016-17.

(iii) The capital investment on energy conservation equipments:

The Company has made capital investments amounting to Rs. 5.69 Lacs during financialyear 2016-17 on the energy conservation equipments.

(B) Technology absorption:

Research and Development (R&D):

(I) The efforts made towards technology absorption:

a) Development of outside inserted nozzle in bottom pour ladle to minimize ladleerosion.

b) Development of CaO and MgO base low smoke ladle covering compound to minimize skulland slag formation in ladle.

c) Development of Chrome MgO base lining material to increase furnace lining life.

d) Development of item specific special probes to detect those defects which are noteasily detected with help of conventional probes in Ultrasonic Testing.

e) Development of coarser grade chromite sand to minimize sand fusion in heavy sectioncastings.

f) Development of Manganese steel casting with suitable alloys to achieve mechanicalproperties at interior location of heavy section castings.

g) Development of suitable heat treatment process to eliminate Hydrogen Induced crackin heavy section castings.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution:

The company has in place well developed programe of: a) Continuous improvement Plan (CIP) b) Product Development c) Process Development d) Materials Development Benefitsderived as a result of the above efforts (e.g. Product development Cost reductionProcess Development Import substitution etc.) have resulted in a saving of Rs.77.47 lacsduring the year 2016-17.

(iii) In case of imported technology (Imported during the last 3 years reckoned fromthe beginning of the year)

a) The details of technology imported : Nil
b) The Year of import : Not Applicable
c) Whether technology is fully absorbed : Not Applicable
d) If not fully absorbed areas where absorption has not taken place reason thereof : Not applicable

(iv) The expenditure incurred on Research and Development

a) Capital : Rs. 2174998.00
b) Recurring : Rs. 15212702.00
c) Total : Rs. 17387700.00

d) Total R & D expenditure as a percentage of total turnovers: 1.29 %

(C) Foreign exchange earnings and Outgo-

Foreign Exchange Earnings : Rs. 697008837.00
Foreign Exchange Outgo : Rs. 180225132.00

 

For and on behalf of the Board of Directors
Ahmedabad (Chetan M. Tamboli)
May 22 2017 Chairman & Managing Director

Form No. AOC – 1

(Pursuant to clause (h) of sub-section (3) of section 129 read with rule 5 of Companies(Accounts) Rules 2014)

Not Applicable as Company neither have any Subsidiary Company nor have any AssociateCompany

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis

Sr. No Particulars Details
(a) Name(s) of the related party and nature of relationship All the contracts or arrangements or transactions were at arm?s length basis. Transactions with related parties as per requirements of Accounting Standard 18 are disclosed in the notes to accounts annexed to the financial statements.
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts / arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value if any
(e) Justification for entering into such contracts or arrangements or transactions
(f) Date(s) of approval by the Board
(g) Amount paid as advances if any:
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contracts or arrangement or transactions at arm's length basis

Sr. No Particulars Details
(a) Name(s) of the related party There were no material contracts or arrangement or transactions. Transactions with related parties as per requirements of Accounting Standard 18 are disclosed in the notes to accounts annexed to the financial statements.
(b) Nature of relationship
(c) Nature of contracts/arrangements/ transactions
(d) Duration of the contracts / arrangements/transactions
(e) Salient terms of the contracts or arrangements or transactions including the value if any:
(f) Date(s) of approval by the Board if any:
(g) Amount paid as advances if any:

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year and the percentage increase inremuneration of each director chief executive officer chief financial officer companysecretary in the financial year:

Name of the Managing Directors Chief Financial Officer and Company Secretary Ratio to median remuneration of the employees % increase in remuneration in the financial year Comparison of the Remuneration of the KMP against the performance of the Company.
Mr. Chetan M Tamboli (Chairman and Managing Director) 1:15.51 9.73% % Increase from FY 2015-16 to FY 2016-17:
Total Income: -1.15 %
Mr. Tipirneni Kumar (Whole Time Director) 1:9.43 15.45% Profit After Tax: 1672.98%
Ms. N N Ahuja (Company Secretary) 1:01 18.30% Remuneration of Employees: 9.4%
Mr. Subhash R Sharma (Chief Financial Officer) 1:02.05 NA The remuneration of the KMP is keeping in view the performance of the Company as aforesaid and trend of remuneration in industry.

The Company does not pay any remuneration to the Non-Executive Directors except sittingfees for attending Board and Committee Meetings

b. The percentage increase in the median remuneration of employees in the financialyear: 9.40%

c. The number of permanent employees on the rolls of Company: 610

d. The explanation on the relationship between average increase in remuneration andCompany performance: On an average employees received an annual increase of 9.4%. Theindividual increments varied from 5 % to 15 % based on individual performance. In orderto ensure that remuneration reflects Company performance the performance pay is alsolinked to organization performance apart from an individual's performance.

e. Market Capitalization of the Company & Price Earning Ratio:

Date Market Price- Closing (Rs) EPS in Rs. P/E ratio Market capitalization (Rs. In Lacs) % Change
31.03.2017 76.00 1.16 65.52 15382.40 17.37%
31.03.2016 64.75 0.07 925 13105.40

f. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Duringthe year under review the average annual increase was around 9.4%. However during thecourse of the year the total increase is approximately 10% after accounting forpromotions and other event based compensation revisions. Increase in the managerialremuneration for the year was 9.4 %.

g. Information as per Rule 5(2) of Chapter XIII the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

Top 10 Salary Holder Employee Details

Name of Director Designation Salary for FY 16- 17 Confirm / Contractu al Qualification Experience in Steelcast Limited (In Years) DOJ Age Previous Employer % of Equity share held Relative of Director or Not If Yes to Whom
1 Chetan M. Tamboli Chairman & Managing Director 3710278.00 Confirm MBA (Finance) 33 10/08/1983 57.00 Steelcast Limited 15.13 NA
2 Tipirneni Kumar Whole Time Director 2476140.00 Confirm M.E. (Foundry) 49 03/06/1968 77.00 Steelcast Limited 0.59 NA
3 Ashutosh C. Shukla Vice President (Materials & Manufacturing) 2167503.00 Confirm B.E.(MECH) 20 11/05/1997 54.00 Cadmach Machinery Limited (Cadila Group) NIL NA
4 Vijay K. Modi Vice President (Quality Assurance) 2035735.00 Confirm DME 43 12/06/1974 61.00 Northern Alloys Bhavnagar Limited 0.001 NA
5 Priyabarta Sinha Vice President (Marketing) 1984095.00 Confirm B.E.(MET) 1 01/04/2016 59.00 ESCO Corporatrion USA NIL NA
6 Anil C. Gandhi Executive Director - Technical 1976131.00 Confirm B.E. (MECH) 42 17/04/1975 65.00 Steelcast Limited 0.001 NA
7 Sanjeevkumar D. Gupta General Manager (Marketing) 1930589.00 Confirm M.B.A. 1 01/04/2016 48.00 Indian Army NIL NA
8 Subhash R. Sharma General Manager (Finance) & Chief Financial Officer 1595244* Confirm CMA 1 13/07/2016 51.00 C Doctor & Co Pvt Ltd NIL NA
9 Rushil C. Tamboli General Manager (Production) 713283.00 Confirm BEIE 5 24/08/2011 28.00 Steelcast Limited NIL Son of Mr. Chetan M. Tamboli & Mrs. Manali C. Tamboli
10 Nilam N. Ahuja Company Secretary 194016.00 Confirm C.S. 2 11/12/2014 37.00 Office of Official Liquidators NIL NA
Total.. 17187770.00
*Annualized

h. The key parameters for any variable component of remuneration in case ofManaging Director of the Company is linked with the Company performance. In case of otherkey managerial personnel(s) the same is linked with Company performance and individualperformance.

i. The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year: Not applicable.

j. Affirmation: The Company affirms that the remuneration of the Managing Directorand the employees of the Company are as per the remuneration policy of the Company.

k. The Statement of particulars of employees under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is not provided with as during the financial year under review no employeeof the Company including Managing Director was in receipt of remuneration in excess of thelimits set out in the said rules.

For and on behalf of the Board of Directors
Ahmedabad (Chetan M. Tamboli)
May 22 2017 Chairman & Managing Director