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Usha Martin Ltd.

BSE: 517146 Sector: Metals & Mining
NSE: USHAMART ISIN Code: INE228A01035
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VOLUME 49477
52-Week high 28.90
52-Week low 14.36
P/E
Mkt Cap.(Rs cr) 638
Buy Price 20.95
Buy Qty 5.00
Sell Price 0.00
Sell Qty 0.00
OPEN 21.95
CLOSE 21.05
VOLUME 49477
52-Week high 28.90
52-Week low 14.36
P/E
Mkt Cap.(Rs cr) 638
Buy Price 20.95
Buy Qty 5.00
Sell Price 0.00
Sell Qty 0.00

Usha Martin Ltd. (USHAMART) - Director Report

Company director report

Dear shareholders

The board of directors of usha martin limited ("the company") present the31st annual report and audited accounts for the financial year ended 31st march 2017. Financialsummary / highlights (rs. In crore)

Consolidated
Stand 31st march 2017 Alone 31st march 2016 31st march 2017 31st march 2016
Net sales / income from operations 3246.54 3431.79 3881.94 4112.24
Other income (including finance income) 116.76 34.36 119.91 32.51
Net sales and other income 3363.30 3466.15 4001.85 4144.75
Profit/(loss) before interest depreciation & tax 462.64 325.34 509.33 373.48
Depreciation 268.58 273.11 299.98 307.98
Finance costs 549.01 531.14 564.24 546.63
Profit/(loss) before tax (354.95) (478.91) (354.89) (481.13)
Tax expenses ( including mat and deferred tax) - (59.42) 4.63 (54.72)
Profit /(loss) after tax [profit /(loss) for the year attributable to Equity (354.95) (419.49) (358.91) (429.72)
Shareholders of the company]

Review of operations

The turnover for the year was rs. 3881.94 cr on consolidated basis and rs. 3246.54 cron standalone basis as compared to rs. 4112.24 cr and rs. 3431.79 cr respectively in theprevious year. The earnings before interest depreciation and tax was rs. 509.33 cr onconsolidated basis as compared to rs. 373.48 cr in previous year and on standalone basisfrom rs. 325.34 cr to rs. 462.64 cr.

The detailed review of operations under steel and wire & wire rope businesses hasbeen discussed in management discussion and analysis which forms part of this report.

The board with a view to reduce the existing debt burden of the company appointed aconsultant to evaluate the possibility of sale of wire & wire rope business of thecompany.

Dividend & reserves

In view of there being no profits the directors are unable to recommend dividend forthe year under review nor do they propose to carry any amount to reserves.

Outlook and business

The steel demand all over the world has stabilized and is showing moderate growth.India’s crude steel production grew by 7.4 per cent year-on-year to 95.6 milliontonnes (mt) in 2016. India is expected to become the world’s second largest producerof crude steel in the next 10 years moving up from the third position as its capacity isprojected to increase to about 300 mt by 2025. Huge scope for growth is offered byindia’s comparatively low per capita steel consumption and the expected rise inconsumption due to increased infrastructure construction and the thriving automobile andrailways sectors. With automobile demand to grow at 7-9% we expect automotive sectorsteel demand to be robust.

Wire rope business continues to progress satisfactory despite many challenges. Oilprices started to firm up from mid november 2016 and had been hovering around the us$ 55mark for quite sometime. Again it slid dramatically in the 1st week of march and has beena bit volatile currently remaining around us$ 49. Enquiries from oil & offshoresectors have started trickling in since november. Commodities (coal metals) market hasgained ground since november 2016 and demand in this segment has started to pick-up.Overall demand scenario for wire ropes saw an uptick across most geographies and acrossmost product segments with stocks gradually depleting and fresh demand coming in. Even thewire rope price has started slowly increasing and we expect the business to do well goingforward.

Tpm & quality

Steel division continues to have following certification iso 9001:2008 in qualitymanagement system iso-ts 16949:2009 in connection with qms for automotive industries iso14001:2004 environment management system iso50001:2011 energy management system and ohsas18001:2007. Further steel division is also certified by jipms japan for tpm excellence.

Wwr business is moving ahead on tqm journey and work on various projects for continuousimprovement is continuing on all fronts.

Subsidiaries & joint ventures

The international subsidiaries provide significant synergy and support to thecompany’s wire rope business and performance. Further all the operating subsidiariesof the company have continued to perform reasonably well in the economic and businesscircumstances which prevailed during the year under review. A key joint venture formed bythe company namely pengg usha martin

Wires private limited has reported satisfactory results in the year under review.

During the year under review the company as part of reduction of non-core assetscompleted divestment of its entire shareholding of 50% in dove airlines private limited("dapl"). Subsequent to the above divestment in august 2016 dapl has ceased tobe a joint venture of the company. Except for the above divestment there were no otherchanges in subsidiaries joint ventures and associates of the company during the financialyear 2016-17. A statement covering report on the performance and financial position ofeach of the subsidiaries associates and joint ventures is provided separately and formspart of this report.

Environment

Steel division and wire ropes & specialty products division operate under iso 14001environment management systems (ems) standards from det norseke veritas (dnv) of u.k. insteel division various initiatives such as enclosing dri 4 and 5 for minimizing dustinstalling rain gun sprinklers activating bag and dust filters using telescopic chutesfor sponge delivery etc. Were implemented. Online effluent treatment monitoring system(etp) was installed to give real time data of emissions. Also total 3134 trees wereplanted as a part of green initiative. As a result of all these initiatives steeldivision has been awarded the good green governance award from srishti foundation.

Wire rope & specialty products division is also driving improvements in effluenttreatment plant by online monitoring of etp. Fly ash utilization has gone above 100% toensure disposal of all fly ash accumulated in last few years. Water used above 3000kl/month is recycled and reused. 3400 trees have been planted and a forest plant nurseryhas been set up to grow saplings.

Deposits

During the year the company has not accepted any deposit under section 73 of thecompanies act 2013 ("the act") and the companies (acceptance of deposits)rules 2014. As on 31st march 2017 there are no unclaimed deposits with the company.Further the company has not defaulted in repayment of deposits or payment of interestthereon in the past.

Share capital

The paid–up equity share capital as on 31st march 2017 stood at rs. 30.54 crores.The company has not issued any shares with or without differential voting rights grantedstock options or issued sweat equity shares during the year under report.

Subsequent to shareholder’s approval obtained at the extra ordinary generalmeeting held on 16th march 2015 the company had issued and allotted 34285600convertible equity warrants each convertible into one equity share of face value of re.1each at the option of the allottees to certain persons from the promoter and promotergroup. Out of the aforesaid warrants 750000 convertible equity warrants had lapsed on31st march 2016. During the year under review balance 33535600 convertible equitywarrants had lapsed due to allottees not exercising their option to convert.

Significant and material orders passed by regulators or courts or tribunals impactingthe going concern status and company’s operations in future.

During the year no significant material orders were passed by any regulatory authorityor court which may affect the status of going concern of the company.

Details in respect of adequacy of internal financial controls with reference to thefinancial statements

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the company (with its inherent weaknesses) work performedby the internal statutory and secretarial auditors and external consultants speciallyappointed for this purpose including audit of internal financial controls over financialreporting by the statutory auditors and the reviews performed by management and relevantboard committees including the audit committee the board is of the opinion that thecompany’s internal financial controls were adequate and effective during the yearended on 31st march 2017.

Directors and key managerial personnel

Mr. Basant kumar jhawar (din:00086237) is retiring by rotation and being eligibleoffers himself for re - appointment. A brief profile of mr. Jhawar is given in the noticeconvening the forthcoming annual general meeting. Mr. Ashok kumar somani (fcs 1705)consequent to his superannuation has ceased to be the chief financial officer and companysecretary of the company with effect from 30th june 2016. The board of directors has onrecommendations of the nomination & remuneration committee appointed mr. Rohit nandaas chief financial officer of the company with effect from 1st july 2016 and mrs. Shampaghosh ray (acs 16737) as company secretary of the company with effect from 8th august2016.

During the year mr. Mukesh rohatgi (din:00136067) and mrs. Aarthi ramakrishnan(din:07672826) were appointed as additional directors effective from 9th december 2016.At the forthcoming annual general meeting they are proposed to be appointed as independentdirectors. Details relating to their profile term and other specifications are providedin the notice of the annual general meeting. The board of directors at their meeting heldon 25th April 2017 appointed mr. G n bajpai as non-executive chairman of the board and ofthe company in place of mr. Prashant jhawar.

As required under provisions of the act and sebi (listing obligations and disclosurerequirements) regulations 2015 all independent directors of the company have confirmedthat they meet the requisite criteria of independence.

Directors’ responsibility statement

Pursuant to requirements under section 134(5) of the act the board to the best ofit’s knowledge and belief confirms that: (i) the applicable accounting standardshave been followed in preparation of annual accounts for financial year ended 31st march2017 and proper explanations have been furnished relating to material departures; (ii)accounting policies have been selected and applied consistently and prudent judgments andestimates have been made so as to give a true and fair view of state of affairs of thecompany at end of financial year and of loss of the company for year under review; (iii)proper and sufficient care has been taken for maintenance of adequate accounting recordsin accordance with provisions of the act for safeguarding assets of the company and forpreventing and detecting fraud and other irregularities; (iv) the annual accounts forfinancial year ended 31st march 2017 have been prepared on a going concern basis; (v)internal financial controls are in place and that such financial controls are operatingeffectively.

(vi) adequate systems to ensure compliance with the provisions of all applicable lawsare in place and are operating effectively.

Board evaluation

Criteria has been formulated for formal evaluation of the individual directors theboard as a whole and the board committees. Every director evaluates the performance ofother directors (excepting himself/herself) the board as a whole and it’s committeesand provides feedback to the nomination & remuneration committee. The nomination &remuneration committee reviews the feedback and make it’s recommendation to the boardfor final evaluation.

Nomination & remuneration policy

In accordance with the provisions of the act and sebi (listing obligations anddisclosure requirements) regulations 2015 the board of directors of the company onrecommendation of the nomination & remuneration committee has formulated the criteriafor determination of qualification positive attributes and independence of directorsalong with remuneration of directors senior management personnel (including keymanagement personnel) and other employees. The remuneration policy of the company isannexed as part of this report.

Vigil mechanism and whistle blower policy

The company has a coded vigil mechanism and whistle blower policy available atwww.ushamartin.com/investor. This policy provides a framework to promote responsible andsecure reporting of undesirable activities ("whistle blowing"). Through thispolicy the company seeks to provide a mechanism to all employees or directors of thecompany ("whistleblower") to disclose any misconduct malpractice unethical andimproper practice taking place in the company for appropriate action and reportingwithout fear of any kind of discrimination harassment victimisation or any other unfairtreatment or employment practice being adopted against the whistleblower.

Particulars of employees & managerial remuneration

The required disclosures in accordance with section 197 of the act read with rule 5 ofcompanies (appointment and remuneration of managerial personnel) rules 2014 as amendedare provided separately and forms part of this report.

Ceo and cfo certification

In accordance with the provisions of the sebi (listing obligations and disclosurerequirements) regulations 2015 the joint managing director and chief financial officerof the company have submitted the relevent certificate for the year ended 31st march 2017to the board of directors.

Additional disclosures

The company had adopted effective from 1st April 2017 the recently notified indianaccounting standards (ind as) and accordingly the financial statements (both standaloneand consolidated) for the year ended 31st march 2017 (including comparative financialstatements for earlier year(s)) have been prepared under ind as. In line with requirementsof applicable provisions of law the company has made necessary disclosures in respect ofconsolidated financial statements related party transactions and segmental reporting.

Auditors

In accordance with the provisions of section 139 of the act and pursuant to theshareholders approval at the 30th annual general meeting s.r. batliboi & co. Llpchartered accountants (firm registration no. 301003e/e300005) has been appointed asstatutory auditors of the company to hold office from the conclusion of the 30th annualgeneral meeting till the conclusion of the 35th annual general meeting of the company.However in accordance with the provisions of section 139 of the act their continuance ofoffice as auditors shall be subject to ratification of members at the forthcoming annualgeneral meeting and is included as an agenda item in the notice convening the 31st annualgeneral meeting.

Cost auditors

Pursuant to section 148 of the act and rules made thereunder the board has appointedmessers guha ghosh kar & associates cost accountants to conduct cost audit of thecompany for the financial year 2016-17 and had recommended their remuneration to theshareholders which was ratified at the annual general meeting held on 9th august 2016.The board of directors have reappointed messers guha ghosh kar & associates as thecost auditors for the financial year 2017-18 and their remuneration is sought to beratified from the shareholders at the forthcoming annual general meeting and is includedas an agenda item in the notice convening the 31st annual general meeting.

Secretarial audit and corporate governance report

During the year under review the board of directors had appointed m/s. A k labh &co. Firm of practicing company secretaries for conducting secretarial audit in accordancewith the provisions of the act and the rules framed thereunder. The secretarial auditreport is annexed and forms part of this report.

The company has complied with the applicable requirements of sebi (listing obligationsand disclosure requirements) regulations 2015 and followed the practice of gettingdisclosures from directors and senior management personnel relating to any materialfinancial and commercial transactions where they have any personal interest with apotential conflict of interest with the company at large. A detailed report on corporategovernance is annexed and forms part of this report.

Audit committee

Members of the audit committee as on 31st march 2017 were mr. Jitender balakrishnan aschairman mr. Salil singhal and mr. Ghyanendra nath bajpai as members. The companysecretary acts as the secretary to the audit committee.

All the recommendations of the audit committee were duly accepted by the board andthere were no instances of any disagreement between the committee and board.

Corporate social responsibility (csr)

The company has been constantly involved in sustainable development of communitiesaround its plants & mines. It has expanded its csr activities to many districts ofjharkhand. Commitment of founders of the company towards sustainable development has ledkrishi gram vikas kendra (kgvk) a non - profit seeking organization csr arm of thecompany to reach more than 190 villages of jharkhand.

The csr committee consists of the following members:

Mr. B k jhawar - Chairman (non – executive director)
Mr. Brij k jhawar - Member (non – executive director)
Mr. P s bhattacharyya - Member (independent director)

The csr policy of the company is available at www.ushamartin.com/ investor. The csractivities undertaken by kgvk on behalf of the company (including the annual report on csractivities) has been annexed separately and forms part of this report.

Extract of annual return

The details forming part of the extract from the company’s annual return in formmgt 9 are annexed separately with this report.

Number of meetings of board and it’s committees

The details regarding meetings of the board and its committees have been provided inthe corporate governance report forming part of this report.

Particulars of loans guarantees and investments

The particulars of loans guarantees or investments are provided in the financialstatement.

Particulars of contracts or arrangements with related parties

During the year under review in compliance with the act and sebi (listing obligationsand disclosure requirements) regulations 2015 all related party transactions had beenplaced before the audit committee for approval. Necessary approval of the board has alsobeen obtained where required. Relevant disclosure has been made in form aoc - 2 pursuantto rule 8(2) of the companies (accounts) rules 2014 given as an annexure to this report.The related party transaction policy as approved by the board is hosted on thecompany’s website.

Conservation of energy technology absorption foreign exchange earnings and outgo

Information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under section 134 (3) of the act read with rule 8 of thecompanies (accounts) rules 2014 is annexed separately and forms part of this report.

Risk management

The company has a risk management committee to assist the board in discharging itsresponsibilities towards management of material business risk (material business risksinclude but is not limited to operational financial sustainability compliancestrategic ethical reputational product quality human resource industry legislativeor regulatory and market related risks) including monitoring and reviewing of the riskmanagement plan / policies in accordance with the provisions of sebi (listing obligationsand disclosure requirements) regulations 2015. The committee has formulated a riskorganisation structure which as part of a risk mapping exercise reviews risks identifiesownership of risk assesses the implication of such risks and the method to mitigate thesame.

The committee consists of the following members: mr. P s bhattacharyya – chairman(independent director) mr. Rajeev jhawar – member (managing director)

Mr. P k jain – member (jt. Managing director - wire & wire rope business) mr.Mukesh rohtagi - member (independent director w.e.f. 30.05.2017)

appreciation

Your directors place on record their appreciation for the valuable co-operation andsupport of its employees customers suppliers contractors shareholders investorsgovernment authorities financial institutions banks partners and collaborators.

On behalf of the board of directors
Rajeev jhawar Pravin kumar jain
Managing director Jt. Managing director
Din: 00086164 [wire & wire rope business]
Din: 02583519
Place : kolkata
Date : 30th may 2017

Annexure to directors report

Information as per section 197 (12) of the companies act 2013 read with the companies(appointment and remuneration of managerial personnel) rules 2014 and forming part of thedirectors’ report for the year ended 31st march 2017

Name; age (years); designation/ nature of duties; gross remuneration (rs.);qualifications; experience (years); date of commencement of employment; previousemployment - designation

(a) top ten employees in terms of remuneration drawn and having been employedthroughout the financial year; jhawar rajeev; 52 managing director; 15652765; b.Com (hons); 32; 01-oct-97; usha martin industries limited (since merged with the company)jt. Managing director; jain pravin kumar; 63; jt managing director (wire and wire ropebusiness); 18972746; b.tech mba; 40; 01-sep-09; brunton wolf wire ropesfzco managingdirector; dave karun kant; 51; president-mining division; 14355680; mba (marketing)diploma (mining & mine surveying) b.e. (mining) mbm class 1 mine managercertificate executive development programme; 31; 02-nov-15; vedanta ltd. chief operatingofficer - lanjigarh refinery; nanda rohit; 44; chief financial officer; 13797763;b.com c.a.; 22; 02-nov-15; mtar technologies pvt. Ltd. chief financial officer; sircaramitava; 63; chief operating officer-steel business; 13779489; b.e.(metallurgy); 39;03-nov-14; jindal steel & power ltd. executive vice president operation; mazumdardebasish; 53; associate president-steel; 8403159; b.e (metallurgy); 30; 01-sep-11;electrotherm india limited president-works; basu dhrub jyoti; 59; president-humanresource; 7746719 ; b.sc.

(hons.)pgd personnel management & industrial relations; 37; 10-apr-06; larfargeindia ltd. vice president-human resource; dixit ashutosh; 47; associate president-(wireand wire rope business); 7653917 ; b.tech.(mech.engg) mba (general management) pgcertificate (metallurgy); 24; 25-jul-13; hindalco industries ltd. vice president -operations; singhal sandeep kumar; 60; president-commercialsteel business; 5025006;b.tech (mech. Engg.) & pgdie in o.m.& s.c.m; 35; 07-sep-16; jindal steel &power ltd. executive vice president; sharma ajay; 55; president-sales &marketingsteel business; 3312816; b.e.(metallurgy); 29; 12-dec-16; sunflag iron &steel company ltd. sr.vp marketing

(b) names of every employees who draws a remuneration of rupees one crore and two lakhsper annum and has not been mentioned in (a) above. ; nil

(c) employed for a part of the financial year and was in receipt of remuneration forany part of the year at a rate which in the aggregate was not less than rs.850000 permonth; somani a. K.; 63; chief financial officer & company secretary; 6417931;b. Com. c.a. c.s; 38; 03-apr-90; emami paper mills vice president - commercial notes:

(1) the terms of appointment of managing director and joint managing director arecontractual. All other appointment are non-contractual and terminable by notice on eitherside. (2) remuneration includes basic salary allowancestaxable value of perquisitesetc.the term remuneration has the meaning assigned to it under sections 2(78) 197 readwith schedule v of the companies act 2013; (3) none of the employees named above is arelative of any director of the company except mr rajeev jhawar who is a relative of mrbrij k jhawar a director of the company.

On behalf of the board of directors
Rajeev jhawar Pravin kumar jain
Place : kolkata Managing director Jt. Managing director [wire & wire rope business]
Date : 30th may 2017 Din: 00086164 Din: 02583519

Annexure to directors report annual report on corporate social responsibilitiy (csr)activities

1. A brief outline of the company’s csr policy including overview of projects orprograms proposed to be undertaken and a reference to the web – link to the csrpolicy and projects or programs.

the company recognizes its responsibility towards meeting its social obligations andhence has been voluntarily doing csr activities through its’ csr arm – krishigram vikash kendra [an eligible partner under the companies (corporate socialresponsibility policy) rules 2014] to reach out to more than 190 villages in the stateof jharkhand. Subsequent to the enactment of companies act 2013 ("the act")the company has formally constituted a csr committee and adopted a csr policy fordischarging it’s social responsibilities more effectively. For usha martin csr isthe commitment of its businesses to contribute to sustainable economic development byworking with civil society organizations local community and society at large to improvetheir lives in ways that are good for business and development. Thus implicit in ushamartin’s understanding of csr is the recognition of the importance of sustainablebehavior where it consistently operates in a manner that increases the social impact tosociety and stakeholders concerned and at the same time adheres to the csr mandate ascontained in the act. The objective of the company’s csr policy is to ensure that thelevels of economic legal ethical and discretionary activities of usha martin is in linewith the values as set out under the act companies (corporate social responsibility)rules 2014 ("csr rules") and schedule vii of the act ("schedulevii").

the company’s csr policy has been hosted on the company’s websitewww.ushamartin.com.

2. The composition of the csr committee:

A) Mr. B k jhawar – chairman
B) Mr. Brij kishore jhawar – member
C) Mr. P s bhattacharyya – member (independent director)

3. Net profit of the company for last three financial years (as per section 198 of thecompanies act 2013) (rs. In lakh)

Fy 2013 – 14 Fy 2014 – 15 Fy 2015 – 16
(5058.86) (34188.92) (81613.09)

Average profit / (loss) for last three financial years: rs. (40286.96) lakh [loss]

4. Prescribed csr expenditure (2% of the amount of average profits for last threeyears): nil. However the company as a committed good corporate citizen has Voluntarilycontributed rs.185.67 lakh to kgvk the csr arm for undertaking various projects forupliftment of the society.

5. Details of csr spent during the financial year.

A) total amount to be spent for the financial year – rs. 185.67 lakh (voluntaryspending).

B) amount unspent if any – nil

C) manner in which the amount spent during the financial year is detailed below:

(1) (2) (3) (4) (5) (6) (7) (8)
Sl. No. Csr project Sector in which the project Projects or programs Amount outlay Amount spend on the Cumulative Amount spent: direct or
Or activity Is covered (1) local area or other (budget) Project or programs Expenditure Through implementing
Identified (2) specify the state Project or Subheads: (1) (direct Upto the Agency
And district where Program wise Expenditure on Reporting
Projects or programs Projects or programs) Period
Was undertaken (2) overheads
1 Total village Management (tvm) Natural resources Management (nrm) Resource mobilisation & Infrastructure development Health nutrition & Sanitation education 1) namkom block Ranchi district 185.67 185.67 185.67 Implemented through Kgvk [a society Registered under Societies registration Act 1860]
2) patratu block of Ramgarh district
Women’s empowerment Energy inclusion capacity Building & market linkage Livelihood & financial Inclusion 3) saranda west Singbhum district of Jharkhand

6. In case the company has failed to spend the two percent of the average net profitof the last three financial years or any part thereof the company shall provide thereasons for not spending the amount in its board report – not applicable.

7. The implementing and monitoring of csr policy is in compliance with csr objectivesand policy of the company.

Annexure to directors report

Information on conservation of energy technology absorption foreign exchange earningsand outgo pursuant to section 134 (3) of the companies act 2013 read with rule 8 of thecompanies (account) rules 2014: (a) conservation of energy:

i) steps taken or impact on conservation of energy. A. Reduction of specific coalconsumption in cpp from 1.25 kg/ kwhr in fy 15-16 to < 1.05 kg/kwhr in the fy 16-17. B.Re-routing the boiler bank conveying line and lifting the boiler bank system from zerometer to 4 meters thereby maintaining the boiler draught and reducing the auxiliary powerconsumption @ 1.112 mu in the fy 16-17. C. Reduction of auxiliary power consumption bystopping the silo water pump permanently by supplying water to the silo ash conditionerfrom acw pump of respective units @ 192mw in the fy 16-17. D. Reduction of ldo consumptionby reducing the number of startups of boilers and by increasing the availability of coalhandling plant in rainy season by modifying various chutes etc. Consumption has reduced upto 72.7 kl in fy 16-17 against the average of last four years 123.96 kl. E. 903.3 kwhr/daysaving by providing the auto stop logic during the ideal running of the chp in 25 mw. F.863.4 kwhr/day of saving by providing the auto stop logic during the ideal running of thechp in 30 mw unit-1. G. 100.8 kwhr/day of power saving during the shutdowns in 25 mw tgroof exhaust fan during shut down ideal running. H. 38.5 kwhr/day of power saving byproviding auto stop logic for the ct make up pump of 30 mw unit-1. I. In dri rmhs coalcircuit optimized and all crushers some belt conveyors and screens are bypassed andstopped which saved the power consumption. J. 50% rcc yards developed in dri and remainingunder progress to reduce ground losses. K. Enhanced steam generation through whrb/driroute with kaizens & modifications resulting into more energy conservation and morepower generation. L. Sinter plant modification done in hot water re-circulation system ofpump house to directly discharge the re-circulated hot water on the cooling tower withoutrunning the hot water pump. M. Sinter plant modification done by arranging vibratinghopper & increase the discharge opening to eliminate the jamming of materials insidethe bin and problem in material flow due to moisture. N. In wrm abb acs800 drive isinstalled for power saving in approach roller table. O. In wrm rtd is installed in pumphouse #3 cooling tower fan to save electrical energy by monitoring and controlling it inauto mode as per the set temperature which reduced the running hours of fan motors. P.Continued implementation of led lights in departments instead of other conventionallights/lamps resulting in saving of electricity. Q. Continued saving of power andelectrode at sms by running eaf #3 on oxygen blowing as per requirements. R. Id fan speedautomation done with respect to o blowing rate in sms. S. In sms 1 & 2 damperautomation done in lrf#3 id fan. T. Average lrf power consumption in sms 1&2 isreduced by 9 kwh/t.

u. Average ladle life in sms 3 is increased by 20 heats and in sms 1 and 2 by 14 heats.V. Reduction of differential pressure in boiler feed pump in cpp by 30% leading to energysaving of 50 mwh in fy17. W. Reduced fuel oil consumption (2 kl) in boiler light up. Noldo is being used for cpp boiler light-up. X. Reduced intermittent blow-down andcontinuous blow down rate to increase the efficiency of boiler leading to lower coalconsumption by 304 mt/annum. Y. Comprehensive energy audit of wwr unit performed byexternal agency. Z. Replacement of led lamp against traditional sv mh and mercury lampsaved energy about 100 mw. Ii) steps taken by the company for utilising alternate sourcesof energy: a. Increasing gas based generation and reducing the coal based generation. Thepercentage of gas based generation has increased upto 43.56 % in fy 16-17 as compared tothe average usage of 42.78 % during the last three years. B. Using biomass-briquette-firedhot water generator for supply of hot water to pickling house and furnaces. C. Installingroof top solar power plant is being explored. Iii) capital investment on energyconservation equipment. A. Vfd drives to be installed for cwp’s and bfp’s incpp. B. Vfd system to be introduce in furnace blower for better control of air as well aselectric consumption in sbwm-1. C. Furnace burner to be changed for proper utilization ofoil in sbwm-1. D. Continued steps have been initiated for entire plant as per energyaudits & as per bee (bureau of energy efficiency- ministry of power guidelines) targetto reduce specific energy consumption in fys 16-17 17-18 18-19. E. Energy conservationis an ongoing process and there is a continuous programme to create awareness and motivatethe employees to conserve energy through small group activities with setup of energymanagement system 50001 in fy 16-17. F. Vfd and soft starter implementation in cppauxiliary drives like id fd bfp acc etc to reduce energy consumption by about 4000 mwhin fy17. G. Installation of new air compressor for wire mill area to reduce number ofrunning compressors thereby reducing energy consumption by approx 4.16 lacs kwh. H.Replacement of friction clutch by ac drives in 5 heads of take-up unit of lefour furnacethereby reducing energy consumption by 18000 kwh. I. Replacement of eff2 induction motorsfor air cooled condenser (of cpp) by eff1 motor to reduce energy consumption by approx.200 mwh.

(b) technology absorption: i) efforts made towards technology absorption: a. Thecompany is constantly applying global benchmark in terms of quality cost &performance and remains committed to tpm & tqm process – qms ems & ohsasenergy on plant system improvement & development. B. Company received iso 50001: 2011enms accreditation in 16-17 with focus on to optimize energy consumption across the plant& step further to achieve bee target on specific energy consumption (as per guidelineof bee - bureau of energy efficiency – ministry of power). Monthly monitoring isbeing done on specific energy

Consumption across divisions. C. Persons has been trained in tpm facilitator courseconducted by jmac japan. D. The company has installed innovative system such as mistbeam rain gun sprinkles for control of fugitive emission. E. "road sweepers"have been introduced in the plant for controlling dust generated from haul roads caused byvehicular movement. Manual sweeping have been replaced with mechanical sweepers whichworks faster and with perfection. F. Company has now developed "in-house vehicleexhaust monitoring" to measure the quantum of pollutants emitted from two and fourwheelers. Regular monitoring of vehicular emission would help in eliminating the pollutingvehicles from operation. G. Erp – sap setup & implementation process is completedto integrate all key business modules for better productivity & coordination amongdivisions & department functions. H. Esp up-gradation from conventional tr sets tocoromax pulse technology is planned in the fy 17-18 in four cpp’s and is expected tobe completed by dec’17. I. Central burner system adopted in dri 1 2 and 3 tomaximize the carbon utilization which was not in the original design. J. In wrm tyrik mididrive upgrade with latest upgraded version of drives i.e. Abb dcs 800 drive in standmotors 1 to 19 and all shears motors. K. In coke oven plant installation of controlcontactors for lighting automation project. L. In bf oxygen enrichment in combustion airof stove to improve the hot blast temperature and decrease the coke rate.

m. In sms 1 & 2 online preheating 70% tapping addition use of synthetic slag& double safety lining is introduced. Ii) benefits derived like productimprovement cost reduction product development or import substitution: a. Approvalsreceived from various original equipment manufacturers (oems) and ancillaries such astalbros caparo fasteners m m forge rkfl usai forge echjay happy forging mandobrakes amtek auto p d forge blue stamping for supply of different grades to caterrequirement of various oem’s. B. Sustenance of previous approvals received fromvarious oem’s for supply of bars (including bright bars) for the forging &machining industry. C. Continued development & supply of critical steel for medium& heavy commercial vehicles & auto ancillary producers. D. Tie up with iitkharagpur for study of failure analysis both for in-house and at customer end and takingaction accordingly. E. Effort to increase market share of high end products. F. Efficient& productive utilization of iron ore & fines through conventional dri bf plants.G. Incremental sales revenue from new products. H. Lrpc strands manufactured have beenapproved and used for cryogenic application for the first time in lng tank commissioned atdahej by ihi-japan. I. Mining rope with unique grease retention system has been developedand supplied to uralalkali russia. Iii) in case of imported technology (imported duringthe last three years reckoned from the beginning of the financial year):

Details of technology imported Year of import Whether the technology been fully If not fully absorbed areas where
Absorbed Absorption has not taken place and The reasons thereof
3 – roller compacting technology from m/s dem italy for 2014 – 15 Successful Trial run Has Been Being absorbed in stages.
Compacting strands Made;will be inducted Into Regular
Manufacturing.
Technical assistance agreement with aichi steel corporation 2013 – 14 Technical Assistance Is Being Being absorbed in stages.
Japan for improvement of steel quality and process control in Implemented in stages.
Steel melting shops rolling mills and finishing area

 

Iv) Expenditure incurred on research and development: Rs. 254.65 lakh
(c) Foreign exchange earnings and outgo: (rs. In lakh)
I. Foreign exchange earned in terms of actual inflows during the year 11503.86
Ii. Foreign exchange outgo during the year in terms of actual outflows 5137.49

 

On behalf of the board of directors
Rajeev jhawar Pravin kumar jain
Place : kolkata Managing director

Jt. Managing director [wire & wire rope business]

Date : 30th may 2017 Din: 00086164

Din: 02583519

Details in terms of sections 134 (3) (g) and 197 (12) of the companies act 2013 readwith rule 5 (1) of the companies (appointment and remuneration of managerial personnel)rules 2014 (as amended) for the year ended 31st march 2017:

Requirement Disclosure
I. The ratio of remuneration of each director to the median A) Mr. Basant kumar jhawar chairman emeritus non – executive promoter – director –
Remuneration of employees of the company for the 0.47:1*
Financial year;
B) Mr. Prashant jhawar chairman non – executive promoter – director – 0.57:1*
C) Mr. Brij kishore jhawar non – executive promoter – director – 1.42:1*
D) Mr. Salil singhal non – executive independent director – 1.33:1*
E) Mr. Ghyanendra nath bajpai non – executive independent director – 2.28:1*
F) Mr. Jitender balakrishnan non – executive independent director – 2.18:1*
G) Mr. Partha sarathi bhattacharyya non – executive independent director – 1.23:1*
H) Mr. Venkatachalam ramakrishna iyer non – executive nominee director – 0.47:1*
I) Mr. Mukesh rohatgi non – executive independent director – 0.28:1*
J) Mrs. Aarthi ramakrishnan non – executive independent director – 0.28:1*
K) Mr. Rajeev jhawar managing director – 29.72:1
L) Mr. P k jain joint managing director [wire & wire rope business] – 36.03:1
*constitutes of sitting fees only which are paid to every non – executive directors for attending
Board and committee meetings in which such director is a member
Ii. Percentage increase / (decrease) in remuneration of each Director chief financial officer chief executive officer Company secretary or manager in the financial year; A) Mr. Basant kumar jhawar chairman emeritus non – executive promoter – director – 25.00% *
B) Mr. Prashant jhawar chairman non – executive promoter – director – nil*
C) Mr. Brij kishore jhawar non – executive promoter – director – 200.00%*
D) Mr. Salil singhal non – executive independent director – 40.00%*
E) Mr. Ghyanendra nath bajpai non – executive independent director –71.43%*
F) Mr. Jitender balakrishnan non – executive independent director – 64.29%*
G) Mr. Partha sarathi bhattacharyya non – executive independent director – 62.50%*
H) Mr. Venkatachalam ramakrishna iyer non – executive nominee director – 66.67%*
I) Mr. Mukesh rohatgi non – executive independent director - not applicable *[appointed
As additional director with effect from 9th december 2016]
J) Mrs. Aarthi ramakrishnan non – executive independent director - not applicable
*[appointed as additional director with effect from 9th december 2016]
K) Mr. Rajeev jhawar managing director – (3.03%)
L) Mr. P k jain joint managing director [wire & wire rope business] – (6.31%)
M) Mr. A k somani chief financial officer & company secretary – not applicable [he
Continued in office upto 30th june 2016 and hence remuneration paid as chief financial
Officer and company secretary for fy 2015-16 and fy 2016-17 are not comparable]
N) Mr. Rohit nanda chief financial officer – not applicable [he was appointed as the chief Financial officer of the company with effect from 1st july 2016. Hence the remuneration Paid to him as chief financial officer during part of fy 2016-17 is not comparable with the Remuneration paid to him as an employee of the company for fy 2015-16]
O) Mrs. Shampa ghosh ray company secretary – not applicable [she was appointed as Company secretary with effect from 8th august 2016]
*constitutes of sitting fees only which are paid to every non – executive directors for attending Board and committee meetings in which such director is a member.
Iii. Percentage increase in the median remuneration of 20.00%
Employees in the financial year;
Iv. Number of permanent employees on the rolls of the 1737 [only officers of the company as on 31st march 2017 has been considered]
Company;
V. Average percentile increase already made in the salaries Average percentage increase in salaries of employees during the last financial year was 17.86%
Of employees other than the managerial personnel in the Compared to 0.79% of increase in the aggregate remuneration paid to managerial personnel
Last financial year and its comparison with the percentage (i.e. Md and jmd).
Increase in the managerial remuneration and justification
Thereof and point out if there are any exceptional
Circumstances for increase in the managerial remuneration.
Vi. Affirmation that the remuneration is as per the Yes.
Remuneration policy of the company.

 

On behalf of the board of directors
Rajeev jhawar Pravin kumar jain
Place : kolkata

Managing director

Jt. Managing director [wire & wire rope business]

Date : 30th may 2017

Din: 00086164

Din: 02583519

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 ofcontracts/arrangements entered into by the company with related parties referred to insub-section (1) of section 188 of the companies act 2013 including certain arms lengthtransactions under third provisOthereto

1) details of contracts or arrangements or transactions not at arm’s length basis- nil

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 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 lengthbasis:

A) Name(s) of the related party and nature of relationship Bharat minex private limited (bmpl) wholly owned
Subsidiary
B) Nature of contracts/arrangements/transactions Reimbursement of expenses.
C) Duration of the contracts/arrangements/transactions One time
D) Salient terms of the contracts or arrangements or transactions including the value if any: Reimbursement of rs. 39.63 lakh as expenses incurred by
Bmpl on behalf of the company. *
E) Date(s) of approval by the board if any: 9th december 2016
F) Amount paid as advances if any: Nil

* however the above transaction does not fall within the parameter of materiality asdefined in sebi (listing obligations & disclosure requirements) regulations 2015.

On behalf of the board of directors
Rajeev jhawar Pravin kumar jain
Place : kolkata

Managing director

Jt. Managing director [wire & wire rope business]

Date : 30th may 2017

Din: 00086164

Din: 02583519

Extracts from the nomination and remuneration policy of usha martin limitedremuneration policy

The philosophy for remuneration of directors senior management personnel and all otheremployees of the company is based on the commitment of fostering a culture of leadershipwith trust. The remuneration policy is aligned to this philosophy.

This remuneration policy has been prepared pursuant to the applicable provisions of theact and sebi lodr. In case of any inconsistency between the provisions of law and thisremuneration policy the provisions of the law shall prevail and the company shall abideby the applicable law.

(i) directors

a) non–executive directors

1) sitting fees: every non-executive director of the company shall be entitled to asitting fees or such amount as may be decided by the board for attending every boardmeeting and committee meeting in which such director is a member in accordance with theprovisions of the act and sebi lodr.

2) commission: in case of adequate profit non–executive directors shall beentitled to commission upto such percentage of the net profit calculated in the manner asprescribed and allowed under the act. The above commission shall be apportioned in themanner as may be decided by the board.

3) re–imbursement of travelling and hotel expenses: non-executive directors shallbe entitled to reimbursement of expenses on account of travelling and hotel expenses forattending board and / or committee meetings and / or visit to any place on company’sbusiness. B) executive directors remuneration payable to executive directors shall befixed from time to time by the nomination & remuneration committee board of directorsand shareholders within the overall ceiling mentioned under the act.

in case of loss or inadequate profits the executive directors will receive the aboveremuneration as minimum remuneration subject to approval of central government whereapplicable.

(ii) senior management personnel

the remuneration of senior management personnel shall generally have the followingconstituents:

• basic salary

• house rent allowance

• special allowance

• conveyance

• medical

• leave travelling allowance

• provident fund

• gratuity

• superannuation

all senior management staff of the company have fixed pay excepting the officers whoare working in company’s subsidiaries or joint venture companies. Senior managementpersonnel are entitled to retiral benefits like gratuity provident fund superannuationetc as per the human resource policy of the company. They are also entitled for benefitsand perks as applicable as per company’s policy.

the annual revision of the salary of senior management personnel will be based onperformance as per the annual plan of the preceding year and is decided by a committeeconsisting of president (hr) jt. Managing director and managing director.

(iii) other employees

the employees of the company are basically divided into two categories viz.Non-officers or workmen and officers or executives. The non-officers or workmen of thecompany are unionized and their remuneration and other benefits are covered under thelong-term settlement with union which is done in every 4 years. Besides the above aworkman is entitled for a production incentive prevailing in the plant he is employed.

This policy covers officers/ executives which is explained below –

officers of the company are divided into 12-13 levels and all are having fixed salarybased on the components viz. Basic house rent allowance conveyance additionalallowance special allowance medical allowance leave travel allowance and thecontribution to the various statutory/retrial benefits. The above components consist ofthe total cost to the company of the individual officer. The yearly increment is givenbased on an increment matrix linked with the appraisal points finalized by his immediatesuperior and jmd/coo. The yearly increments of dgm and above located at plants willgenerally be finalized on recommendation of plant head based on performance andsubsequently finalized by md/jmd. Apart from the above the officers based in the plantsare entitled for production incentive. The following shall be considered for determiningremuneration or revision of remuneration: - a) compensation survey to have an officerremuneration survey of the steel/engineering industry and to assess the presentcompensation of the officers given by the company falls in what percentile of the highestpaid company. This survey should also include the entry compensation of graduate engineertrainees diploma holder trainees etc. It is also proposed to rationalize the so manyprevailing grades of the officers and align it with the similar industry so thatcompensation benchmarking can be more adequate and effective.

b) salary correction

the salary corrections are to be taken up during the annual increment. In this processthe high potential and high performing officers are to be brought to the range of around75 percentile of the best paid industry to raise the exit bar. The above averageperformers can be brought to 50-60 percentile or as decided by the management. The averageperformers and below will get normal increment if continued in the employment.

c) introduction of performance pay

the general manager and above (around 46 in number) are to be considered as leadershippositions in the company. The position holders are generally departmental heads or otherkey position holders in commercial departments. It is proposed that their total salarypackage which is a fixed salary is to be bifurcated into 80% fixed and 20% variablelinked with agreed quantifiable targets and overall performance of the company unlessotherwise decided jointly by the president (hr) jt managing director and managingdirector on case to case basis.

d) rationalisation of perquisites

existing perquisites of the company given to the officers may be revisited as per thehuman resource policy of the company to be jointly decided by the president (hr) jt.Managing director and managing director.