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Aanchal Ispat Ltd.

BSE: 538812 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE322R01014
BSE 00:00 | 18 Sep 11.85 -0.12
(-1.00%)
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12.25

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12.25

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NSE 05:30 | 01 Jan Aanchal Ispat Ltd
OPEN 12.25
PREVIOUS CLOSE 11.97
VOLUME 61428
52-Week high 17.50
52-Week low 7.70
P/E 12.61
Mkt Cap.(Rs cr) 25
Buy Price 11.71
Buy Qty 1000.00
Sell Price 12.15
Sell Qty 995.00
OPEN 12.25
CLOSE 11.97
VOLUME 61428
52-Week high 17.50
52-Week low 7.70
P/E 12.61
Mkt Cap.(Rs cr) 25
Buy Price 11.71
Buy Qty 1000.00
Sell Price 12.15
Sell Qty 995.00

Aanchal Ispat Ltd. (AANCHALISPAT) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting the 23rd Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2018.

FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended 31st March 2018 is summarisedbelow:

(R in Lacs)

PARTICULARS 2017-2018 2016-2017
Revenue From operations 38451.31 27947.95
Other Income 59.00 99.16
Total Income 38510.31 28047.11
Total Expenditure other than Financial Cost & Depreciation 37741.07 27330.03
Profit before Depreciation Finance Cost & Tax 769.24 717.08
Finance costs 472.95 466.31
Depreciation and amortization expenses 73.42 48.62
Profit/(loss) before exceptional items and tax 222.87 202.14
Exceptional Items (Income) / Expense - -
Profit/ (loss) before tax 222.87 202.14
a) Current Tax 67.72 65.47
b) Current Tax Expense relating to Prior Year's 6.13 9.75
c) Deferred Tax 16.30 3.13
Profit/(loss) for the period 132.72 123.71
Other Comprehensive Income (net of tax) 2.06 1.29
A. (i) Items that will not be reclassified to profit or loss (ii) Income tax relating to items that will not be - -
reclassified to profit or loss
B. (i) Items that will be reclassified to profit or loss (ii) lncome tax relating to items that will be 2.06 1.29
reclassified to profit or loss -
Total Comprehensive Income for the period Comprising Profit (Loss) and Other comprehensive Income for the period ) 130.66 122.50
Earning per equity share (of Rs 10/- each)

Basic (in Rs.)

0.63 0.59
Diluted (in Rs.) 0.63 0.59

RESULTS OF OPERATIONS AND STATE OF THE COMPANY'S AFFAIRS:

The Ministry of Corporate Affairs (MCA) vide its notification in its official gazettedated 16th February 2015 notified Indian Accounting Standards (Ind AS) applicable tocertain class of Companies. Ind AS has replaced the existing Indian GAAP prescribed undersection 133 of the Companies Act 2013 read with Rule 7 of the Companies Accounts Rules2014. For your company Ind AS is applicable from April 1 2017 with a transition date ofApril 1 2016 and IGAAP as its previous GAAP.

• Revenue from operations increased by 37.58% to Rs. 38451.31 Lacs in 2017-18.

• Total Income increased by 37.31% to Rs. 38510.31 Lacs in 2017-18.

• PBT increased by 10.26% to Rs.222.87 Lacs in 2017-2018.

• PAT increased by 7.21 % to Rs. 132.72 Lacs in 2017-2018.

During the current financial year 2017-18 no amount has been appropriated to GeneralReserve.

The detailed Operational performance of your Company has been comprehensively discussedin the Management Discussion and Analysis Report.

SHARE CAPITAL

During the year under review there was no change in the share capital structure andthe paid up capital of the Company as on 31st March 2018 was Rs.208537500.

DIVIDEND

No dividend was recommended for the current financial year to enable the company toconserve the surplus generated for future business use. There was no unpaid/unclaimedDividend declared and paid last year and hence the provisions of Section 125 of theCompanies Act 2013 do not apply.

DEPOSITS

During the year under review the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the rules made thereunder.

FINANCIAL ACCOUNTING

The Financial Statements have been prepared in compliance with Indian AccountingStandards Ind-AS issued by The Institute of Chartered Accountants of India (ICAI)effective from 01 April 2016 and provisions of Section 133 of the Companies Act 2013.

These financial statements for the year ended 31 March 2018 are the Company's firstInd AS financial statements. The impact of transition has been accounted for in theopening reserves and the comparative period figures have been reinstated accordingly.Further as per Ministry of Corporate Affairs (MCA) notification the financial statementshave been prepared as per the format prescribed under the Schedule III to the CompaniesAct 2013.

LISTING OF SHARES

The Equity Shares of the Company are listed on the Bombay Stock Exchange LimitedMumbai. During the year the Company migrated from SME Board of BSE to Main Board of BSEw.e.f 5th June 2017.

PERFORMANCE EVALUATION

The Company has devised a policy for performance evaluation of the Board Committeesand other Individual Directors (including Independent Directors) which include criteriafor performance evaluation of Non-Executive Directors and Executive Directors. Theevaluation process interalia considers attendance and participations of Directors in themeetings; commitment (including guidance provided to senior management outside of Board/committee meetings); Effective deployment of qualification knowledge and expertise;effective management of relationship with stakeholders; Integrity and maintaining ofconfidentiality; Independence of behaviour and judgement and impact and influence.

During the year under review the Board carried out annual evaluation in accordancewith the above said policy and expressed satisfaction on the evaluation process and theperformance of all the Directors the Committees and the Board as a whole.

POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION AND DISCHARGE OFTHEIR DUTIES

The Committee has formulated the Nomination and Remuneration Policy which broadly laiddown the various principles of remuneration and covers the procedure for selectionappointment and compensation structure of Board members Key Managerial Personnel (KMPs)and Senior Management Personnel (SMPs) of the Company. The said Policy forms a part ofthis Report as. Annexure-A and the same is also available on the website of the companyat www. aanchallispat. com

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement: -

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of

the company as at 31st March 2018 and of the profit of the company for the year end onthat date;

(c) the directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis; and

(e) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

(f) your Company has had laid down Internal Financial Controls and that such InternalFinancial Controls are adequate and were operating effectively.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished inAnnexure-B as attached hereto and forming part of this report.

CORPORATE GOVERNANCE

Your Company has practised sound Corporate Governance and taken necessary actions atappropriate times for enhancing and meeting stakeholders' expectations while continuing tocomply with mandatory provisions of Corporate Governance. Your Company has complied withthe requirements of all applicable regulations read with Schedule-V of SEBI Listingregulations as issued by SEBI and amended from time to time.

A report on Corporate Governance along with certificate from M/s Raj Chandra &Associates Chartered Accountants regarding compliance of conditions forms a part of thisreport and has been annexed as Annexure-C hereto.

CODE OF CONDUCT

The Code of Conduct of Directors KMP's and Senior executive of the Company is alreadyin force and the same has been placed on the Company's website www.aanchalispat.com and the declaration for theaffirmation with the same forms a part of this report.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company do not have any Subsidiaries or Joint Venture or Associate during the yearunder review.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

As per the terms of Regulation 34(2) read with Schedule V of SEBI Listing RegulationsManagement's Discussion and Analysis Report for the year under review is presented in aseparate section forming part of the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The particulars of employees as required under Section 197 (12) of the Act read withRule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 (as amended) are given in separate annexure attached hereto as Annexure-D and formsa part of this report.

Further stating there were no such employees drawing remuneration in excess of thelimits set out in Section 197 (12) of the Companies Act 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

DIRECTORS

Events Occurring after Balance Sheet Date/Board's Report

Ms. Preetee Agarwal Woman Independent Director (DIN: 07344364) resigned fromDirectorship of the Company w.e.f. closure of business hours on 30th day of May 2018 dueto personal reasons. The Board placed on record its sincere appreciation for thecontribution of Ms Preetee Agarwal as Independent Director of the Company during herdirectorship and also for her significant contributions made to the management of affairsof the Company and her valuable advises made to the Board from time to time.

Director retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Manoj Goel (DIN: 00554986) retires by rotationat the ensuing Annual General Meeting and

being eligible offers himself for re-appointment. The Board of Directors onrecommendation of Nomination & Remuneration Committee has recommended for the approvalof appointment/ re-appointment of the aforesaid Directors at the ensuing Annual GeneralMeeting.

The brief details of the Directors to be appointed/re-appointed as required underRegulation 36 of the SEBI Listing Regulation are given in the Notice convening the ensuingAnnual General Meeting.

KEY MANAGERIAL PERSONNEL

The Following director/officials of the Company have been designated as Key ManagerialPersonnels (KMP's) of the Company by the Board of Directors in terms of provisions ofSection 203 of the Companies Act 2013 and the Regulations:

1. Mr. Mukesh Goel Managing Director;

2. Mr. A.S Nageswar Rao Chief Financial Officer;

3. Ms. Neha Sharma Company Secretary & Compliance Officer.

During the Financial year 2017-2018 Ms. Priyanka Bhauwala Company Secretary &Compliance Officer. resigned from her office w.e.f. close of business hours of 14th day ofNovember 2017.

Ms. Neha Sharma was appointed as the Company Secretary & Compliance Officer of theCompany at the Board Meeting held on 14th of February 2018.

DECLARATION FROM INDEPENDENT DIRECTORS

The terms & condition for appointment of Independent Directors are as per theprovisions of Section 149 & Schedule IV of the Companies Act 2013. The Company hasreceived declarations from all Independent Directors confirming that they meet thecriteria of Independence as laid down under Section 149(6) of the Companies Act 2013 andthe SEBI Listing Regulations and there has been no change in the circumstances which mayaffect their status as Independent directors during the year.

AUDITORS & AUDITORS' REPORT

Statutory Auditors

M/s Raj Chandra & Associates Chartered Accountants (Firm Registration No. 326312E)were appointed as Statutory Auditors of the Company for a term of five years at the 21stAnnual General Meeting held on 28th September 2016. They have confirmed that they are notdisqualified from continuing as Auditors of the Company.

The notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.

Their continuance of appointment or otherwise and payment of remuneration are to beconfirmed and approved in the ensuing Annual General Meeting.

Cost Auditor

The Board had appointed M/s A.S & Associates Cost Accountants (Firm Registrationno. 000523) as the Cost Auditors of the Company for conducting the audit of cost recordsof products of the Company for the F.Y 2017-2018.

Secretarial Auditor

In terms of Section 204(1) of the Companies Act 2013 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasengaged Ms. Manisha Saraf Company Secretary in whole time practice (Membership No.FCS-7607 Certificate of Practice No.-8207) as the Secretarial Auditor of the Company forthe Financial Year 2017-2018 to conduct the Secretarial Audit.

The Secretarial Audit Report for the financial year ended 31st March 2018 has beenannexed as Annexure- E and forms a part of this annual report.

The Secretarial Audit Report does not contain any qualification reservation adverseremark or disclaimer.

CONTRACTS OR ARRANGEMENT WITH RELATED PARTY

All contracts /arrangement /transaction with related parties entered by the Companyduring financial year under review were on arm's length basis and were in the ordinarycourse of business.

During the year the Company had not entered contracts /arrangement /transaction withrelated parties which could be considered material as per the explanation provided underRegulation 23(1) of SEBI Listing Regulations.

The policy on dealing with Related Party Transactions as approved by the Board may beassessed on the Company's Website at www.aanchalispat.com.

There were no materially significant related party transactions which could havepotential conflict with the interest of the Company at large.

Members may refer to Note 30 to the standalone financial statements which set outrelated party disclosures pursuant to Ind AS.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 5 times during the year detailed information about dates ofmeetings and attendance of Directors thereat is given in the Corporate Governance Reportannexed to this report. The intervening gap between any two meetings was not more than onehundred twenty days as mandated under the provisions of Section 173 of the Companies Act2013and Regulation 17(2) of the SEBI Listing Regulations.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Sudhir Kumar Budhia Mr. Mukesh Agarwal & Mr.Manoj Goel.

During the year Ms. Preetee Agarwal (the erstwhile member of Committee) was inductedin the committee as a member at the Board meeting dated May 29 2017 and accordingly theAudit Committee had been reconstituted and later on ceased to be a member of the Committeedue to her resignation with effect from May 30 2018.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

During the period under review the Company has not made any loan guarantee orinvestment in terms of provisions of Section 186 of the Companies Act 2013.

SECRETARIAL STANDARDS

The directors state that applicable Secretarial Standards i.e. SS-1 & SS-2relating to 'Meeting of the Board of Directors' and 'General Meeting' respectively havebeen duly followed by the Company.

MATERIAL CHANGES AFFECTING THE COMPANY

There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this report. There has beenno change in the nature of business of the Company.

RISK MANAGEMENT POLICY

The risk management strategy of your Company is based on a clear understanding ofvarious risks and adherence to well-laid out risk policies and procedures that arebenchmarked with industry best practices. The Company has developed robust systems andembraced adequate practices for identifying measuring and mitigating various risks -business strategic operational market credit liquidity reputational and processrisks - and ensuring that they are maintained within pre-defined risk appetite levels.

EXTRACT OF THE ANNUAL RETURN

In terms of provisions of Section 92(3) of the Companies Act 2013 and Rule 12 of theCompanies (Management & Administration) Rules 2014 a copy of the Annual return asprescribed under Section 92 of the Companies Act 2013 forms a part of this report and isannexed as Annexure-F and the same can also be assessed at the website of the Company at www.aanchalispat. com.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of section 135 of the Companies Act 2013 along withCompanies (Corporate Social Responsibility Policy) Rules 2014 are not applicable.

VIGIL MECHANSIM

The Company has established a robust vigil mechanism and whistle blower policy throughthe audit committee to mitigate the genuine concerns expressed by the employees and otherDirectors. The Company has also provided adequate safeguards against victimization ofemployees and Directors who express their concerns. The Company has also provided directaccess to the chairman of the Audit Committee on reporting issues concerning the interestsof employees and the Company.

Protected disclosures can be made by a whistle blower through an e-mail or dedicatedtelephone line or a letter to the ethics officer or to the Chairman of the AuditCommittee. The Policy on vigil mechanism and whistle blower policy may be accessed on theCompany's website at the link www. aanchalispat. com.

INTERNAL FINANCIAL CONTROLS

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews control self-assessment continuous monitoring by functional expert aswell as testing of the internal financial control systems by the internal auditors duringtheir course of their audit. We believe that these systems provide reasonable assurancethat our internal financial controls are designed effectively and are operating asintended.

CREDIT RATING

During the Financial year 2017-2018 Company has been reaffirmed at BWR BB+ (pronouncedas BWR Double B Plus) for Long term Tenure and at BWR A4+ (Pronounced as BWR A Four Plus)for short term tenure. The said reaffirmation in rating is based on the operational andfinancial performance of the Company.

INSURANCE

The Company has taken appropriate insurance for all assets against foreseeable perils.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has constituted an Internal Compliant Committee under Section 4 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013which is responsible for redressal of complaints relating to sexual harassment at workplace. During the year no complaint was filed before the said Committee.

COURT/TRIBUNAL ORDERS

There were no instances of any significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.

ACKNOWLEDGEMENT

The Board of Directors thank the shareholders for their continued support and theywould like to place on record their appreciation for the dedicated services rendered bythe Employees at all levels.

We thank our customers vendors dealers investors business associates and bankersfor their continued support during the year.

We place on record our appreciation of the contribution made by the employees at alllevels. Our resilience to meet challenges was made possible by their hard worksolidarity co-operation and support.

For and on Behalf of the Board of Directors

Sd/-
(Mukesh Goel)
Date: 30th May 2018 Managing Director
Place: Howrah (DIN:00555061)

Annexure - A to the Board's Report

FRAMED UNDER SECTION 178(3) OF THE COMPANIES ACT 2013 READ WITH SECURITIES &EXCHANGE BOARD OF INDIA (LISTING OBLIGATION & DISCLOSURE REQUIREMENTS) REGULATIONS2015

BACKGROUND:

The Company considers human resources as it invaluable assets. The policy on nomination& remuneration of Directors Key Managerial Personnel (KMPs) and other employees hasbeen formulated in terms of the provisions of the Companies Act 2013 and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 in order to pay equitableremuneration to the Directors KMPs and employees of the Company and to harmonise theaspirations of human resources consistent with the goals of the Company. This policy hasbeen formulated by the Committee and approved by the Board of Directors.

DEFINITIONS:

• "Act" means "The Companies Act 2013" and Rules framedthereunder as amended from time to time

• "Company" means Aanchal Ispat Limited.

• "Board" means Board of Directors of the Company.

• "Directors" mean Directors of the Company.

• "Committee" means Nomination and Remuneration Committee of the Companyas constituted or reconstituted by the Board in accordance with the Companies Act 2013and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

• "Key Managerial Personnel" means:

> Chief Executive Officer or the Managing Director or the Manager;

> Whole-time director;

> Chief Financial Officer;

> Company Secretary; and

> Such other officer as may be prescribed under the statutory applicable regulations/provisions.

• "Senior Management" means Senior Management means personnel of thecompany who are members of its core management team excluding the Board of Directors andall members of the management two level below executive directors including thefunctional head. Unless the context otherwise requires words and expressions used in thispolicy and not defined herein but defined in the Companies Act 2013 as may be amendedfrom time to time shall have the meaning respectively assigned to them therein.

APPLICABILITY

The Policy is applicable to:

• Directors (Executive and Non Executive)

• Key Managerial Personnel

• Senior Management Personnel.

GENERAL

This Policy is divided in three parts:

• Part - A covers the matters to be dealt with and recommended by the Committee tothe Board;

• Part - B covers the appointment and nomination; and

• Part - C covers remuneration and perquisites etc.

• The Key features of this Company's Policy shall be included in the Boards'Report.

PART-A

MATTERS TO BE DEALT WITH PERUSED AND RECOMMENDED TO THE BOARD BY NOMINATION &REMUNERATION COMMITTEE

• The role of the nomination and remuneration are as follows:

- formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees;

- formulation of criteria for evaluation of performance of independent directors andthe board of directors;

- devising a policy on diversity of board of directors;

- identifying persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down and recommend to the board ofdirectors their appointment and removal;

- whether to extend or continue the term of appointment of the independent director onthe basis of the report of performance evaluation of independent directors.

PART-B

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT

Qualifications for appointment of Directors (including Independent Directors):

• The Committee shall identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director KMP or at SeniorManagement level and recommend to the Board his / her appointment.

• A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

• The Company shall not appoint or continue the employment of any person asWhole-time Director who has attained the age of seventy years. Provided that the term ofthe person holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.

Term / Tenure

A) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

B) Independent Director:

- An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.

- No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly.

- At the time of appointment of Independent Director it should be ensured that numberof Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company or such othernumber as may be prescribed under the Act.

Evaluation

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations thereunder the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

PART C

POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR KMP AND SENIORMANAGEMENT PERSONNEL

GENERAL

• The remuneration / compensation / commission etc. to the Whole-time DirectorKMP and Senior Management Personnel will be determined by the Committee and recommended tothe Board for approval. The remuneration / compensation / commission etc. shall be subjectto the prior/post approval of the shareholders of the Company or Central Governmentwherever required.

• The remuneration and commission to be paid to the Whole-time Director shall bein accordance with the percentage / slabs / conditions laid down in the Articles ofAssociation of the Company and as per the provisions of the Act.

• Increments to the existing remuneration/ compensation structure may berecommended by the Committee to the Board which should be within the slabs approved by theShareholders in the case of Whole-time Director.

• Where any insurance is taken by the Company on behalf of its Whole-timeDirector Chief Executive Officer Chief Financial Officer the Company Secretary and anyother employees for indemnifying them against any liability the premium paid on suchinsurance shall not be treated as part of the remuneration to any such personnel.

REMUNERATION TO WHOLE-TIME / EXECUTIVE / MANAGING DIRECTOR KMP AND SENIOR MANAGEMENTPERSONNEL

Fixed pay:

The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee. The breakup of the pay scale and quantum of perquisites including employer'scontribution to P.F pension scheme medical expenses club fees etc. shall be decided andapproved by the Board/ the Person authorized by the Board on the recommendation of theCommittee and approved by the Shareholders and Central Government wherever required.

Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole-time Director in accordance with theprovisions of Schedule V of the Companies Act 2013 and if it is not able to comply withsuch provisions with the previous approval of the Central Government.

Provisions for excess remuneration:

If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Act or without theprior sanction of the Central Government where required he / she shall refund such sumsto the Company and until such sum is refunded hold it in trust for the Company. TheCompany shall not waive recovery of such sum refundable to it unless permitted by theCentral Government.

BOARD'S DIVERSITY POLICY

AIL recognizes and embraces the benefits of having a diverse Board and sees increasingdiversity at Board level as an essential element in maintaining a competitive advantage. Atruly diverse Board will include and make good use of differences in the skills regionaland industry experience background race gender and other distinctions betweenDirectors. These differences will be considered in determining the optimum composition ofthe Board and when possible should be balanced appropriately. All Board appointmentswhenever required shall be made on merit in the context of the skills experienceindependence and knowledge which the Board as a whole requires to be effective. TheNomination and Remuneration Committee ('the Committee') shall review and assess Boardcomposition on behalf of the Board and recommend the appointment of new Directorswhenever the need for the same arises.

REVIEW OF THE POLICY:

The policy shall be reviewed from time to time so that the policy remains compliantwith applicable legal requirements. The Company Secretary will keep the policy updated asper applicable statutory guidelines.

Annexure -B to the Board's Report

Particulars pursuant to the provisions of Section 134 (m) of the Companies Act 2013and Rule 8 (3) of the Companies Accounts Rules 2014

A) CONSERVATION OF ENERGY:

1. The steps taken or impact on conservation of energy:

• Installation of Automatic Power Factor Correction Equipment;

• Installation of Automatic Load Factor Correction Equipment;

• Using Energy Star Equipment;

• Became a paperless business;

• Unplug computers over the weekend;

• Good insulation;

• Proper use of compressors

• Use of recuperator in rolling mill;

• Installation of LED Lights;

2. The steps taken by the Company for utilising alternate sources of energy:

• Use of transparent sheets;

• Embrace natural lighting.

3. The capital investment on energy conservation equipment: Rs 11.07 Lacs

B) TECHNOLOGY ABSORPTION:

1. Efforts made towards technology absorption:

• Development of new product TMT 500D;

• Method improvements in manufacturing process;

• Increasing level of Automation in the production side;

• Improvement in safety and reliability of the plant;

• Upgrading Pollution control equipment for air/water;

2. Benefits derived as a result of such efforts:

• Improvement in productivity;

• Cost Reduction;

• Improvement in profit;

• Energy conservation;

• Better quality products.

3. No fresh technology has been imported during the year.

4. The expenditure incurred on research or development: Rs.70800/-

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earned in terms of actual inflows during the year and the foreignexchange outgo during the year in terms of actual outflow is as follows:

Particulars FY 2017-18 (R in Crores)
Foreign Exchange earned in terms of actual inflows NIL
Foreign Exchange outgo in terms of actual outflows 8.06