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Tayo Rolls Ltd.

BSE: 504961 Sector: Engineering
NSE: TATAYODOGA ISIN Code: INE895C01011
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VOLUME 3668
52-Week high 92.80
52-Week low 47.20
P/E
Mkt Cap.(Rs cr) 71
Buy Price 69.00
Buy Qty 20.00
Sell Price 0.00
Sell Qty 0.00
OPEN 68.00
CLOSE 68.40
VOLUME 3668
52-Week high 92.80
52-Week low 47.20
P/E
Mkt Cap.(Rs cr) 71
Buy Price 69.00
Buy Qty 20.00
Sell Price 0.00
Sell Qty 0.00

Tayo Rolls Ltd. (TATAYODOGA) - Director Report

Company director report

To the Members

The Directors present the Forty- Ninth Annual Report on the business and operations ofyour Company along with the financial statements for the year ended March 31 2017.

1. FINANCIAL RESULTS:

Particulars Current Year* Previous Year
Rupees Lakhs Rupees Lakhs
Revenue from Operations 4664 14003
Other income 602 178
Total income 5266 14181
Expenses
Cost of materials consumed 900 4593
Changes in inventories of finished goods stock in trade and work in progress 1988 629
Excise duty on sale of goods 443 1393
Employee benefits expenses 2206 3888
Depreciation and amortization expenses 695 1675
Consumption of stores 673 1875
Power and fuel 414 2221
Other expenses 2037 3317
Total expenses 9356 19591
Loss before finance cost exceptional items and tax (4090) (5410)
Finance costs 1686 1360
Loss before Exceptional items and tax (5776) (6770)
Exceptional items (2519) (8914)
Loss before tax (8295) (15684)
Tax expenses -- --
Loss for the year (8295) (15684)
Other comprehensive income/(loss) 2 (64)
Total comprehensive income/ (loss) (8293) (15748)
Paid up share capital 1026 1026
Other equity (43292) (34999)

*Operations have been suspended since May 2016

2. DIVIDEND:

The Directors have decided not to recommend any dividend for the year ended March 312017 due to loss.

3. PREFERENTIAL ALLOTMENT OF REDEEMABLE PREFERENCE SHARES:

During the year 2905000 (twenty nine lakh five thousand only) Non-cumulativeRedeemable Preference Shares of Rs. 100/- (Rupees one hundred each only) each has beenallotted to Tata Steel Limited on preferential basis. After allotment of theseNon-cumulative Redeemable Preference Shares the paid up share capital of the Company isRs. 2903113567/- (Rupees two hundred ninty crore thirty one lakh thirteen thousandfive hundred sixty seven only).

4. INCREASE IN AUTHORISED SHARE CAPITAL:

On April 19 2017 the Board of Directors of your Company has approved for conductingPostal Ballot to seek approval of the shareholders to increase in the authorised sharecapital from the existing Rs. 3500000000/- (Rupees three hundred fifty crore only)divided into 15000000 (one crore fifty lakh) Equity Shares of Rs. 10/- (Rupees tenonly) each and 33500000 (three crore thirty five lakhs) Redeemable Preference Shares ofRs. 100/- (Rupees one hundred only) each to Rs. 4550000000/- (Rupees four hundredfifty five crore only) divided into 15000000 (one crore fifty lakh) Equity Shares ofRs. 10/- (Rupees ten only) each and 44000000 (four crore forty lakh) RedeemablePreference Shares of Rs. 100/- (Rupees one hundred only) each by creation of additional10500000 (one crore five lakh) Redeemable Preference Shares of Rs. 100/- (Rupees onehundred only) each. Consequently the Memorandum of Association and the Articles ofAssociation of the Company were altered accordingly. The non-cumulative RedeemablePreference Shares will be allotted on preferential basis to the Tata Steel Limited thepromoter in one or more trenches. The result of Postal Ballot was declared on May 212017. The same has been approved by the shareholders with requisite majority.

5. REFERENCE TO BIFR:

Based on the audited Q3 accounts as on 31.12.2015 the net worth of the Company becamenegative. Considering the negative net worth the Board of Directors had referred theCompany to the Board for Industrial and Financial Reconstruction (BIFR) as required underthe First proviso of section 15 (1) of the Sick Industrial Companies (Special Provisions)Act 1985 and the Company is registered with BIFR on 23 March 2016. Meanwhile theMinistry of Finance issued Notifications S.O. 3568 (E) & S.O. 3569 (E) dated 25November 2016 to the effect that SICA has been repealed with effect from 1 December 2016and all the references or inquiry pending before the BIFR and/ or AAIFR shall standabated.

6. OPERATION AND SALES:

Considering the future business prospects the overcapacity situation in the rollindustry the challenges faced by the Company the resources required to meet thesechallenges the likely time taken for turnaround of the business and the estimated lowreturns from the business on steady state basis on May 26 2016 the Board decided tosuspend operations in a phased manner. The Company has also introduced VoluntarySeparation Scheme (VSS) for its all employees. Thereafter on September 5 2016 the Boarddecided for closure of the Operations.

(i) During the year under review the revenue from operations of the Company was Rs.4664 lakhs as against Rs.14003 lakhs in the previous year.

(ii) During the year under review the Company has incurred a net loss of Rs.8295lakhs as against the net loss of Rs. 15684 lakhs in the previous year.

7. FINANCIAL AND WORKING CAPITAL MANAGEMENT:

The Promoter(s) have extended their financial and technical support from time to timeto revive the Company but despite the best efforts the desired results could not beachieved. Therefore due to fragile liquidity position your company had to suspend itsoperations.

8. FIXED DEPOSITS:

Your Company has not accepted / renewed any fixed deposit during the year.

9. AUDIT REPORT:

The Statutory Auditor's Report on Audited Annual Accounts for the financial year2016-17 doesn't contain any qualification reservation or adverse remarks which warrantcomments from the Board of Directors.

The Secretarial Auditor's Report for the financial year 2016-17 doesn't contain anyqualification reservation or adverse remark which warrant comments from the Board ofDirectors. The Secretarial Audit Report as required under section 204 of the CompaniesAct 2013 read with Rule 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed to this report.

10. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

The particulars of Loans Guarantees and Investments if any have been disclosed inthe Financial Statements.

11. CONTINGENT LIABILITIES AND MAJOR LITIGATIONS:

(i) Consequent to the order of the Hon'ble Supreme Court vide its order dated April 152009 upholding the decision of the Hon'ble Patna High Court with a direction to BSEB torework the rates of fuel surcharge. BSEB has adjusted Rs. 23.23 crore against the CoalClaims of Rs. 100 crore and modified the rate of fuel surcharge for the financial year1998-99 to 158.79 P/ Kwh against the earlier notified rate of 164.83 P/ Kwh for thefinancial year 1998-99 thus giving a benefit of 6.04 P/ Kwh to the consumers. Howeverthis benefit will be passed on to the consumers on receipt of Coal Claim of Rs. 100 croreby BSEB from the Coal Companies.

The Hon'ble Supreme Court has however given liberty to the consumers to approach HighCourt to challenge the correctness of this adjustment and the terms of such adjustment andalso stated that the other pending issues on fuel surcharge can be taken up by theconsumers before the High Court.

The Hon'ble Jharkhand High Court had passed its order against the Company. Thereafterthe Company has filed a Letters Patent Appeal (LPA) before the Division Bench of theJharkhand High Court. The Division Bench in its Interim order directed Company to pay theprincipal amount by August 31 2015 (this was paid by Tayo even before the order) and 50%of DPS to be payable in 3 equal monthly installments beginning from August 31 2015 and tofurnish a Bank Guarantee for balance 50% of DPS. The Company also had to renew the BankGuarantee of Rs. 3.72 crores which was given at the time of disconnection of electricityin the year 2013. Against the interim order the Company has filed a Special LeavePetition (SLP) in the Hon'ble Supreme Court. The Supreme Court granted stay on the paymentof DPS till final decision in LPA by the Jharkhand High Court. The matter is stillsub-judice.

(ii) In the year 2000 your Company had filed a writ petition in Hon'ble Jharkhand HighCourt challenging the applicability of 1999 Tariff schedule (HTSS category) to 1993Electricity Tariff on Tayo. Hon'ble Jharkhand High Court on May 02 2013 had dismissedCompany's Petition and confirmed the applicability of 1999 Tariff schedule on Tayo.Consequent to the adverse judgment of Hon'ble Jharkhand High Court with regard toapplicability of electricity tariff to the Company from January 2000 till March 2013 theJharkhand State Electricity Board (JSEB) has issued a rectified energy bill dated June 102013 for Rs. 272.03 crore which includes delayed payment surcharge of Rs. 208.00 croreand fuel surcharge of Rs. 5.96 crore.

The Judgment dated May 2 2013 was challenged on various legal grounds by way of LPAbefore the Hon'ble Jharkhand High Court which was admitted on merit. Meanwhile theJharkhand State Electricity Board has initiated Certificate proceeding against theCompany Board of Directors and its Officers for recovery of Rs. 263.61 crore which waschallenged before the Certificate Officer. The Certificate order restrained the Company totransfer its immovable assets. On December 12 2015 the Certificate Officer in his orderabsolved the Directors and Officers from their liability to the extent of Certificateamount and ordered the JSEB to raise fresh Bill within 15 days and the Company to pay thesame. Pursuant to the order of Certificate Officer the JSEB had raised a bill of Rs. 218crore which was also challenged by the Company in the Hon'ble High Court. The High Courtin its interim order mentioned that no coercive action shall be taken against the Companyduring pendency and final disposal of the LPA at High Court. These LPAs are still pendingat Hon'ble Jharkhand High Court.

(iii) Writ Petitions challenging the order of Jharkhand Government denying exemptionfrom the operation of Employee State Insurance Act 1948 are pending with Hon'bleJharkhand High Court.

(iv) During the year your Company had applied to the Jharkhand Government seekingapproval for closure of its operations with effect from December 5 2016. The closureapproval has been rejected. The Company has filed a Writ in the Jharkhand High Courtchallenging the rejection order. The matter is still sub-judice.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

Dr. S. K. Bhattacharyya (DIN- 00026534) has stepped down as Director of the Companywith effect from February 13 2017. The Board would like to place on record their sincereappreciation to the contribution made by Dr. Bhattacharyya during his tenure with theCompany.

In accordance with the provisions of Section 152 of the Companies Act 2013 read withArticle 146 of the Articles of Association of the Company Mr. V. S. N. Murty (DIN-00092348) Director retires by rotation and being eligible offers himself forre-appointment.

Mr. K Shankar Marar was re-appointed as Managing Director of the Company for a periodof three years with effect from August 11 2016 till August 10 2019. However with effectfrom 22.03.2017 based on the recommendation of the Nomination and Remuneration Committeeand approval of the Board Mr. Marar has been transferred to Tata Steel Limited.Thereafter he has been deputed to the Company on whole time deputation basis as theManaging Director and Key Managerial Personnel. With effect from 22.03.2017 remunerationand other emoluments to Mr. Marar is being paid by Tata Steel Limited.

13. DIRECTORS' SHAREHOLDING:

The shareholding of Managing Director and Non-Executive Directors in the Company isNIL.

14. NUMBER OF MEETINGS OF BOARD:

During the year eight Board meetings were held wherein directors were present eitherphysically or through Video Conferencing.

15. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors have given declaration under Sec 149(6) of the CompaniesAct 2013 read with Regulation 16 (b) of the SEBI (LODR) Regulations 2015 regardingtheir independence.

16. INTERNAL FINANCIAL CONTROLS:

The Company has put in place internal financial controls with reference to financialstatements. To further strengthen the existing system an audit of the system and processwas carried on by the auditors. The gaps if any in the system and process have beentightened to ensure adequacy of internal financial controls in the Company. Howeverduring the year no reportable material weakness in the design or operation was observed.The Audit Committee periodically reviews the internal financial control systems.

17. DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory costand secretarial auditors and the reviews performed by Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during the financial year 2016-17.

Accordingly pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:

17.1 in the preparation of the annual accounts the applicable accounting standardshave been followed and that there are no material departures;

17.2 they have selected such accounting policies in consultation with the StatutoryAuditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of yourCompany at the end of the financial year and of the profit / loss of your Company for thatperiod;

17.3 they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of your Company and forpreventing and detecting fraud and other irregularities;

17.4 the Management has concluded that the going concern basis is not appropriatebecause of the financial condition of the Company and therefore the Financial Statementshave been prepared on non-going concern basis;

17.5 they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

17.6 they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

18. BOARD MEMBERSHIP CRITERIA:

The Nomination and Remuneration Committee works with the Board to determine theappropriate characteristics skills and experience for the Board as a whole and itsindividual members with the objective of having a Board with diverse backgrounds andexperience in business government education and public service. Characteristicsexpected of all Directors include independence integrity high personal and professionalethics sound business judgment ability to participate constructively in deliberationsand willingness to exercise authority in a collective manner.

In evaluating the suitability of individual Board members the Nomination andRemuneration Committee considers many factors including general understanding ofmarketing finance operations management public policy international relations legalgovernance and other disciplines relevant to the success of the Company in today'sbusiness environment; understanding of the Company's business; experience in dealing withstrategic issues and long-term perspectives; maintaining an independent familiarity withthe external environment in which the Company operates and especially in the Director'sparticular field of expertise; educational and professional background; personalaccomplishment; and geographic gender age and ethnic diversity.

The Board evaluates each individual in the context of the Board as a whole with theobjective of having a group that can best perpetuate the success of the Company's businessand represent stakeholder's interests through the exercise of sound judgment using itsdiversity of experience.

In determining whether to recommend a director for re-election the Committee alsoconsiders the director's past attendance at meetings participation in meetings andcontributions to the activities of the Board and the results of the most recent Boardself-evaluation.

Board members are expected to rigorously prepare for attend and participate in allBoard and applicable Committee meetings. Each member is expected to ensure that theirother current and planned future commitments do not materially interfere with theresponsibilities at the Company.

19. BOARD DIVERSITY POLICY:

The Company recognizes the importance of diversity in its success. It is essential thatthe Company has as diverse a Board as possible.

A diverse Board will bring in different set of expertise and perspectives. Thecombination of Board having different skill set industry experience varied cultural andgeographical background and belonging to different race and gender will bring a variety ofexperience and viewpoints which will add to the strength of the Company.

While all appointments to the Board are made on merit the diversity of Board inaggregate will be of immense strength to the Board in guiding the Company successfullythrough various geographies.

The Nomination and Remuneration Committee reviews and recommends appointments of newDirectors to the Board. In reviewing and determining the Board composition the Nominationand Remuneration Committee considers the merit skill experience race gender and otherdiversity of the Board. To meet the objectives of driving diversity and an optimum skillmix the Nomination and Remuneration Committee may seek the support of Parent company.

20. CRITERIA FOR DETERMINING INDEPENDENCE OF DIRECTORS:

Independence Guidelines:

A Director is considered independent if the Board makes an affirmative determinationafter review of all the relevant information's. The Board has established the categoricalstandards to assist it in making such determinations. A Director to be consideredindependent:

• Shall not be Managing Director or a Whole time Director or a Nominee Director.

• Shall be in the opinion of the Board a person of integrity and shall possessrelevant expertise and experience.

• Shall not be a Promoter of the Company or its holding subsidiary or associateCompany.

• Shall not be related to Promoters or Directors in the Company its holdingsubsidiary or associate Company.

• Apart from receiving Director's remuneration shall not have any pecuniaryrelationships with the Company its holding its subsidiaries its associate companiesits Promoters or Directors during the current financial year or immediately precedingtwo financial years.

• Relatives should not have or had pecuniary relationships or transactions withthe Company its holding (s) subsidiary or associate Company or their promoters orDirectors amounting to 2% or more of its gross turnover or total income or Rupees 50lakhs (Rupees fifty lakh) or such amount as the Company may prescribe whichever is lowerduring the two immediately preceding financial years or during the current financial year.

• Neither himself / herself nor any of his / her relatives shall hold or has heldthe position of a KMP or is or has been employee of the Company or its holding subsidiaryor associate Company in any of the three financial years immediately preceding thefinancial year in which he / she is proposed to be appointed.

• Neither himself / herself nor any of his / her relatives shall or has been anemployee or proprietor or a partner in any of the 3 financial years immediately precedingthe financial year of:

a) a firm of Auditors or Company Secretaries in practice or Cost Auditors of theCompany or its holding subsidiary or associate Company;

b) any legal or a consulting firm that has or had any transaction with the Company itsholding subsidiary or associate Company amounting to 10%. or more of the gross turnoverof such firm;

c) holds together with his relatives 2% or more of the total voting power of theCompany ("Substantial Shareholder");

d) a Chief Executive or Director by whatever name called of any non-profitorganization that receives 25% or more of its receipts from the Company any of itsPromoters Directors or its holding subsidiary or associate Company or that holds 2% ormore of the total voting power of the Company;

• Has not held office for more than two consecutive terms on the Board of theCompany.

• Should not be a material supplier service provider or customer or a lessor or alessee of the Company.

• Shall not be less than 21 years of age.

• Possesses such other qualifications as may be prescribed by the Companies Act2013.

21. REMUNERATION POLICY:

The philosophy of remuneration of Directors KMP and all other employees at Tayo RollsLimited (‘Company') is based on the commitment demonstrated by the Directors KMPsand other employees towards the Company. The key principles governing the RemunerationPolicy are as follows:

(i) Remuneration for Independent Directors and Non-Independent Non- ExecutiveDirectors:

• Overall remuneration should be reflective of the size of the company complexityof the sector/ industry/ company's operations and the company's capacity to pay theremuneration and should be consistent with recognized best practices.

• Independent Directors ("ID") and Non-Independent Non-ExecutiveDirectors ("NED") may be paid sitting fees (for attending the meetings of theBoard and Committees of which they may be members). Quantum of sitting fees and NEDCommission may be subject to review on a periodic basis as required.

• Within the parameters prescribed by law the payment of sitting fees andcommission will be recommended by the Nomination and Remuneration Committee and approvedby the Board.

• Overall remuneration (sitting fees and commission) should be reasonable andsufficient to attract retain and motivate Directors aligned to the requirements of thecompany.

• The aggregate commission payable to all the NEDs and IDs will be recommended bythe Nomination and Remuneration Committee to the Board based on company's performanceprofits return to investors shareholder value creation and any other significantqualitative parameters as may be decided by the Board.

• The Nomination and Remuneration Committee will recommend to the Board thequantum of commission for each Director based upon the outcome of the evaluation processwhich is driven by various factors including attendance and time spent in the Board andcommittee meetings individual contributions at the meetings and contributions made byDirectors other than in meetings.

• In addition to the sitting fees and commission the company may pay to anydirector such fair and reasonable expenditure as may have been incurred by the directorwhile performing his / her role as a Director of the company. This could includereasonable expenditure incurred by the director for attending Board / and its committeemeetings general meetings court convened meetings meetings with shareholders /creditors / management site visits induction and training (organized by the company forDirectors) and in obtaining professional advice from independent advisors in thefurtherance of his / her duties as a Director.

(ii) Remuneration for Managing Director ("MD")/ Executive Directors("EDs")/ KMP/ rest of the employees:

The extent of overall remuneration should be sufficient to attract and retain talentedand qualified individuals suitable for every role. Hence remuneration should be:

• Market competitiveness driven by the role played by the individual.

• Reflective of size of the company complexity of the sector / industry /company's operations and the company's capacity to pay.

• Consistent with recognized best practices and aligned to any regulatoryrequirements.

• The remuneration mix for the MD / EDs is as per the contract approved by theshareholders. In case of any change the same would again require the approval of theshareholders.

• Basic / fixed salary is provided to all employees to ensure that there is asteady income in line with their skills and experience.

In addition to the basic / fixed salary the company may provide employees with certainperquisites allowances and benefits to enable a certain level of lifestyle and to offerscope for savings and tax optimization where ever possible. The company may also provideall employees with a social security net (subject to limits) by covering medical expensesand hospitalization through re-imbursements or insurance cover and accidental death anddismemberment through personal accident insurance.

The company provides retirement benefits as applicable.

In addition to the basic / fixed salary benefits perquisites and allowances thecompany may provide MD / EDs such remuneration by way of bonus / performance linkedincentive and/or commission calculated with reference to the net profits of the company ina particular financial year as may be determined by the Board subject to the overallceilings stipulated in Section 197 of the Companies Act 2013 read with Schedule V of theAct. The specific amount payable to the MD / EDs would be based on performance asevaluated by the Board or the Nomination and Remuneration Committee and approved by theBoard.

The company may provide the rest of the employees a performance linked bonus and/orperformance linked incentive. The performance linked bonus/performance linked incentivewould be driven by the outcome of the performance appraisal process and the performance ofthe Company.

(iii) Remuneration payable to Director for services rendered in other capacity:

The remuneration payable to the Directors shall be inclusive of any remunerationpayable for services rendered by such Director in any other capacity unless:

• The services rendered are of a professional nature; and

• The Nomination and Remuneration Committee is of the opinion that the directorpossesses requisite qualification for the practice of the profession.

22. PERFORMANCE EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act 2013 and Chapter IV of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out theannual performance evaluation of its own performance Individual Directors as well as theevaluation of its various Committees.

The performance evaluation of the Independent Directors was carried out by the entireBoard. The Independent Directors at their exclusive meeting separately reviewed theperformance of Non- Independent Directors and the Board as a whole performance of theChairman of the Company and quality quantity & timeliness of flow of informationbetween the Company Management and the Board. The Directors expressed their satisfactionover the evaluation process.

23. LOAN TO DIRECTORS:

During the year the Company has not advanced any loan nor given any guarantee norprovided any security in connection with any loan made to any of its Director/s or to anyother person in whom the Director is interested as mentioned in Section 185 of theCompanies Act 2013 read with Rule 10 of the Companies (Meetings of Board and its Powers)Rules 2014.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per section 135 (1) of the Companies Act 2013 every Company having a net worth ofRupees five hundred crores or more or turnover of Rupees one thousand crores or more ornet profit of Rupees five crores or more during any financial year is required toconstitute a Corporate Social Responsibility Committee of the Board consisting of three ormore Directors out of which at least one Director shall be Independent Director.

Your Company is suffering losses since FY 2008-09 and doesn't fulfill any of thecriterias as specified under section 135 (1) of the Companies Act 2013 thereforeCorporate Social Responsibility Committee of the Board is not required and as a resultCompany has not constituted a Corporate Social Responsibility Committee. Your Company hastried to meet its social obligations wherever possible with its limited resources.

25. RELATED PARTY TRANSACTIONS:

During the year under review your Company has not entered into any contract/arrangement which falls under the purview of Section 188 of the Companies Act 2013.However few related parties transactions are such which are covered under Regulation 23of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Companyhas also entered into material related party transactions for which approval of theshareholders has already been taken at 48th Annual General Meeting and approval forshortfall if any will be taken at the forthcoming meeting. Approval of shareholders isalso being sought for likely related party transactions for FY'18 at the forthcomingAnnual General Meeting. All the transactions with the related parties are at arm's lengthand in the ordinary course of business and have prior approval of the Audit Committee. Thepolicy on materiality of Related Party Transaction is available on the website of theCompany at www.tayo.co.in. As required under section 134 (3) (h) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 "Form AOC-2" isannexed with this report.

26. CORPORATE GOVERNANCE:

Management Discussion and Analysis Corporate Governance Managing Director's andAuditor's Certificates are made part of this Annual Report.

27. EXTRACT OF ANNUAL REPORT:

As required under section 134 (3) (a) of the Companies Act 2013 read with Section92(3) and Rule 12(1) of the Companies (Management and Administration) Rules 2014"Form MGT-9" is annexed with this report.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed-offduring the period under review:

• No. of complaints received: NIL

• No. of complaints disposed-off: Not Applicable

29. PARTICULARS OF EMPLOYEES:

29. a As per Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Board Report shall include a statement showing the name ofevery employee of the company who:

(i) if employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than rupees one crore two lakhs only;

(ii) if employed for a part of the financial year was in receipt of remuneration forany part of that year at a rate which in the aggregate was not less than rupees eightlakhs fifty thousand only per month;

(iii) if employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company.

During the financial year 2016-17 none of the employees are in receipt of remunerationas specified above. Therefore statement under Rule 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not required.

29. b The Information required under section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is as under:

As on March 31 2017 total number of employees on roll was 298. During the year underreview the ratio of remuneration of Whole Time Director ("WTD") to the medianremuneration of employees is 16:1. The annual increment for officers is based upon theperformance evaluation system and for other employees it is governed as per the WageAgreement. However due to loss no increment was given to any of the Key ManagerialPersonnel (KMP) and other officers for FY'17 by the Company.

The Key Managerial Personnel are holding strategic positions and are responsible forsteering the performance of the Company and adhering to various statutory compliances aswell as implementation of the strategies chalked out through the operational andmanagement team. The median remuneration of employees' was decreased by approximately0.68%. The reason for decrease in median remuneration of employees are retirement /superannuation / VSS as well as discontinuation of production incentive due to suspensionof operations.

During the year the Company has introduced Voluntary Separation Scheme (VSS) whichhas been availed by 336 employees.

In terms of shareholders' approval obtained at the Annual General Meeting held on July18 2012 the Non-Executive Directors are also paid commission at the rate not exceeding1% of the net profits computed in accordance with section 309 of the erstwhile CompaniesAct 1956 (equivalent to section 197 of the Companies Act 2013) distributed on the basisof Board and various Committees meetings attended and chaired by the Non-ExecutiveDirectors. However due to inadequacy of profits during the financial year 2016-17commission will not be paid to the Non-Executive Directors.

Market Capitalization as on 31.03.2017 based upon the closing price of listed equityshares was approx Rs. 5531 lakhs as against approx Rs. 3909 lakhs as on 31.03.2016.Earnings Per Share (EPS) as on 31.03.2017 was Rs. (80.84) as against Rs. (152.89) on31.03.2016. During the year the Percentage increase in the quoted price of shares isapproximately 42 %.The previous Rights issue of the Company was in the financial year2008-09 @ Rs. 116/- per share.

No employee is paid in excess of the Managing Director.

We confirm that the remuneration paid to the Director / Key Managerial Personnel andother employees are in accordance with the Remuneration policy approved by the Board ofDirectors on the recommendation of Nomination and Remuneration Committee. None of theemployees of the Company are in receipt of remuneration in excess of Rs. 1.02 crores perannum.

30. ENERGY TECHNOLOGY & FOREIGN EXCHANGE:

In terms of the Section 134(3) (m) of the Companies Act 2013 read Rule 8(3) withCompanies (Accounts) Rules 2014 the particulars in respect of (a) Conservation of Energy(b) Technology Absorption and (c) Foreign Exchange Earnings and Outgo are furnished onpage19.

31. AUDITORS:

i) The existing Statutory Auditors M/s Deloitte Haskins & Sells (DHS) KolkataChartered Accountants (ICAI Registration No.302009E) are retiring at the ensuing AnnualGeneral Meeting. Since they have completed the maximum permissible tenure as specified inthe Companies Act 2013 read with the relevant provisions of the Companies (Audit andAuditors) Rules 2014 they have not offered for their re-appointment.

Your Company has received a certificate from M/s AMK & Associates CharteredAccountants (Firm Registration Number: FRN 327817E) to the effect that their appointmentif made would be within the limits of Section 141(3) (g) of the Companies Act 2013.Members are requested to appoint M/s AMK & Associates Chartered Accountants (FirmRegistration Number: FRN 327817E) as the Statutory Auditors for the financial year 2017-18at the Annual General Meeting and to authorize the Board of Directors to fix theirremuneration based upon the recommendation of Audit Committee as mutually agreed uponbetween the Audit Committee/ Board and the Auditors.

ii) Since the Operations of the Company is suspended the Company is not required toappoint the Cost Auditors.

On behalf of the Board of Directors
Anand Sen
Kolkata Chairman
May 22 2017 DIN-00237914