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Aditya Ispat Ltd.

BSE: 513513 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE570B01012
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VOLUME 20
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P/E 10.52
Mkt Cap.(Rs cr) 4
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OPEN 6.73
CLOSE 6.73
VOLUME 20
52-Week high 7.75
52-Week low 2.63
P/E 10.52
Mkt Cap.(Rs cr) 4
Buy Price 6.73
Buy Qty 11.00
Sell Price 6.73
Sell Qty 106.00

Aditya Ispat Ltd. (ADITYAISPAT) - Director Report

Company director report

To

The Members of Aditya Ispat Limited Hyderabad

Your Directors take pleasure in presenting the Twenty Eighth Annual Report on theaffairs of the Company for the financial year ended 31st March 2019 togetherwith the Audited Financial Statements and Report of the Auditors thereon.

1. FINANCIAL RESULTS:

The overall performance of the Company for the financial year 2018-19 is summarized asunder:

S.No Particulars 2018-19 2017-18
1 Sales ( Gross) 3962.44 2945.94
Less : Excise Duty 0.00 46.84
Sales ( Net) 3962.44 2899.10
2 Other Income 6.83 7.28
Total Revenue 3969.28 2906.38
3 Profit before Interest Depreciation & taxation 224.40 217.25
4 Interest/Financial Charges 121.26 123.86
5 Depreciation 43.26 40.68
6 Profit before tax 59.88 52.70
Less: Provision for current tax 11.23 13.65
Less : Provision for Deferred Tax 4.91 (9.05)
7 Net Profit(loss) after tax 43.74 48.10
8 Other Comprehensive Income (Net of Tax) (2.17) (0.46)
9 Total Comprehensive Income for the period (Comprising profit (Loss) and Other Comprehensive Income for the period) 41.57 47.64
Add: Balance from previous year 315.64 268.00
Surplus carried to Balance Sheet 357.21 315.64

2. DIVIDEND & TRANSFER TO RESERVE:

The Board has not recommended any dividend during the year under considerationto augment resources for future growth of the company and it has also not transferred anyamount to reserves.

3. SUBSIDIARIES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Associate Company.

4. OPERATIONS AND THE STATE OF AFFAIRS OF THE COMPANY

During the year 2018-19 the Company has posted a net turnover of Rs.3962.44 lakhshigher by 34.51% over last year (Rs. 2899.10 lakhs in the F.Y. 2017-18). The additionalquantities were being sold by meeting the increased demand to existing customer andaddition of new geographies. The net profit before tax has increased to Rs.59.88 lakhscompared to previous year's profit of Rs 52.70 Lakhs.

5. FUTURE OUTLOOK:

According to the World Steel Association (‘WSA') global crude steel productionreached 1808.6 MnT in 2018 an increase of 4.6% over 2017. This increase is primarily dueto growth in steel consumption in infrastructure automotive manufacturing and equipmentsectors. China continued to be the world's largest crude steel producer contributing to51.3% of the global crude steel production. Crude steel production in India increased to106.5 MnT. India's crude steel production increased by 4.9% over the previous year makingIndia the second largest crude steel producing country.

Despite slowdown in the economy global steel demand increased by 2.1% in 2018. Themarginal increase over 2017 was mainly supported by government stimulus in China andbetter than expected economic activity. However steel demand in developed economiesslowed to 1.8% in 2018 as compared to 3.1% in 2017.

As per WSA global steel demand is forecasted to reach 1735 MnT in 2019 an increaseof 1.3% over 2018. In 2020 global steel demand is expected to reach 1752 MnT reflectingan increase of 1%. Although steel demand is expected to grow the rate of growth will belower owing to slowdown in global economy. Further China's deceleration uncertaintysurrounding trade policies and the political situation in many regions suggest a possiblemoderation in business confidence and investment.

China plans for a major structural overhaul of the steel sector by 2020. Further itplans to reduce the steel output which would ease the uneven supply-demand situation inthe sector modernise the steel mills to achieve energy consumption and pollutantemissions within the nation standard by 2020. Steel demand in developing Asia excludingChina is expected to grow by 6.5% and 6.4% in 2019 and 2020 respectively making it thefastest growing region in the global steel industry. In the ASEAN region infrastructuredevelopment is expected to support demand for steel. Steel demand in advanced economies isexpected to grow at a slower pace owing to trade tensions and lower spend on constructionactivities.

Steel demand in India is expected to grow at 7% in 2019 as well as in 2020. Steeldemand in India will be driven by broad based growth across sectors. Construction isexpected to grow boosted by government spending on infrastructure. The automotive sectoris expected to grow at about 7.5% in 2019 which is lower than that of 2018 as sales slowedtowards the end of 2018 and early 2019. Policy to support real estate sector will lead tostronger growth in 2019. Recovery in the capital goods sector witnessed in 2018 isexpected to sustain in 2019. The sector is expected to grow above 7% aided by increasingdemand for construction and earthmoving equipment.

Industry consolidation through the Insolvency and Bankruptcy Code 2016 is expected tolead to improved discipline in the marketplace and stable pricing. Change of ownershipwill also lead to improved capacity utilisation levels over the next 1-2 years

6. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required by the Listing Regulation is annexedherein by reference and forms an integral part of this annual report.

7. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an established internal control system designed to ensureproper recording of financial and operational information compliance of various internalcontrols and other regulatory and statutory compliances. Self certification exercise isalso conducted by which senior management certifies effectiveness of the internal controlsystem of the Company. Internal Audit is conducted throughout the organization byqualified outside Internal Auditors. Findings of the Internal Audit report are reviewed bythe top management and by the Audit Committee of the Board and proper follow up action areensured wherever required. The Statutory Auditors have evaluated the system of theinternal controls of the Company and have reported that the same are adequate andcommensurate with the size of the Company and nature of its business.

8. CHANGE IN THE NATURE OF BUSINESS

During the year under consideration there has been no change in the nature of thebusiness of the Company.

9. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIALYEAR.

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.

11. 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 andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring the financial year 2018-19.

Accordingly pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 theboard of directors to the best of their knowledge and ability confirm:

i. That the accounting standards to the extent applicable to the Company have beenfollowed in the preparation of the annual accounts and there are no material departures;

ii. That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at the end of thefinancial year and of the profit of the Company for that period;

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

iv. That the annual financial statements have been prepared on a going concern basis;

v. That proper internal financial controls were laid down and that such internalfinancial controls were adequate and were operating effectively;

vi. That proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and were operating effectively.

12. STATUTORYAUDITORSAND AUDIT REPORT:

M/s DCM & Co. Chartered Accountants were appointed as Auditors of the Company fortenure of five years i.e. from the conclusion of 26th Annual General Meetingtill the conclusion of the 31st Annual General Meeting of the Company. TheAuditors have confirmed their eligibility and qualification under Section 141 of CompaniesAct 2013. As regards the comments in the Auditors' Report the relevant notes in theAccounts are self-explanatory and may be treated as information/ explanation submitted bythe Board as contemplated under provisions of the Companies Act 2013.

13. COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act 2013 and Companies(Cost Records and Audit) Amendment Rules 2014 the Company was not covered for the costaudit and consequently the Company had not appointed Cost Auditor for the financial year2018-19.

14. SECRETARIALAUDIT:

In compliance with the provisions of Section 204 and other applicable provisions ofCompanies Act 2013 a secretarial audit was conducted during the year by SecretarialAuditors M/s A J Sharma & Associates. The Secretarial Auditor's Report is attached asannexure and form part of this report. There are no qualifications or observations orremarks made by the Secretarial Auditors in their Audit Report.

Internal Auditors

The board has appointed M/s R Bengani and Associates Chartered Accountant (FRN014542S)as an Internal Auditors of the Company for the period of Five Years From FY 2019-20 to FY2023-24 in the meeting of Board of Directors dated May 30 2019.

15. DETAILS OF THE BOARD AND ITS MEETING BOARD OF DIRECTORS:

The Board of Directors ('the Board') is at the core of our corporate governancepractice and oversees how the Management serves and protects the long-term interests ofall our stakeholders. We believe that an active well-informed and independent Board isnecessary to ensure the highest standards of corporate governance. The Board formulatesstrategies regularly reviews the performance of the Company and ensures that the targetedobjectives are met on a consistent basis.

Composition of the Board:

As on 14th August 2019 the Board of Directors consists of Seven Directors out ofwhich five Directors are non-executive Directors including a woman Director and anadditional Director. The composition of the Board satisfies the requirement of Sec 149 ofthe Companies Act2013 ("the Act") the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015. None of the Directors on the Board is a member of morethan 10 committees or act as a chairman of more than 5 committees across all companies inwhich he/she is director. All the Directors are eminent professional with experience inBusiness Industry Finance and Law and of which three are Independent Directors.

Board Meetings:

The Board of Directors met Five (5) times during the financial year 2018-19. TheMeetings was held on 30th May201814th August201815th October201814th November2018and 14th February2019. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013.

Directors Attendance:

Name of the Director Board Meetings Annual General Meeting
Mr.S.B Chachan 5 1
Mr. Sanajay Solanki 5 1
Mr. Swamy S.B Das 5 1
Mr. H.M Dugar 5 -
Mrs. Usha Chachan 5 1
Mr. S.K.Kabra 5 1

*Mr S K Chirania is appointed as an Additional Director at the Board Meeting held on 14thAugust2019. As per Schedule IV of the Companies Act 2013 a separate meeting ofIndependent Directors without the attendance of Non- Independent Directors was held onFebruary 14 2019 to discuss the agenda items as required under the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 TheIndependent Directors reviewed the performance of non independent directors and the Boardas whole reviewed the performance of the Chairperson of the Company taking into accountthe views of executive and non executive directors and assessed the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties. TheIndependent Directors expressed their satisfaction with overall functioning andimplementations of their suggestions.

16. AUDIT COMMITTEE:

The audit committee of the board of directors of the Company consists of Mr SanjaySolanki (Chairman) Mr Swamy S B Das and Mr H M Dugar. The Committee has adopted a Charterfor its functioning. The primary objective of the Committee is to monitor and provideeffective supervision of the Management's financial reporting process to ensure accurateand timely disclosures with the highest levels of transparency integrity and quality offinancial reporting.The Committee met four times during the year as on 30th May201814thAugust2018 14th November2018 and 14th February2019

The composition of the Committee and the attendance details of the members are givenbelow:

Name of the Director Designation No. of Meetings attended
Mr. Sanjay Solanki Chairman 4
Mr. Swamy S.B Das Member 4
Mr. H.M Dugar Member 4

Mrs Jyoti Kabra Singi is the Secretary of the Committee.Mr Mahendra N Soni CompanySecretary has resigned from the Company w.e.f 1st October 2018.and the Board at itsmeeting held on 15th October 2018 has approved the appointment of Mrs Jyoti Kabra Singiwith effect from 15th October2018.

17. STAKE HOLDERS' RELATIONSHIP COMMITTEE

The Company has a Stake Holder's Relationship Committee for reviewingShareholders/Investors complaints. This helps improve our strategy development anddecision making. We are working towards delivering on stakeholder needs interests andexpectations.The company has constituted three members Stakeholders Relationship Committeeof the Board of Directors under the Chairmanship of a Non-Executive Independent Director.The Board of Directors has delegated power of approving transfer/transmission of shares tothe Committee.

The Stakeholders Relationship Committee which was constituted has met 5 times duringthe year ended 31st March2019 on the following dates: 30th May201814th August201815thOctober201814th November2018 and 14th February2019. The composition of the Committeeand the attendance details of the members are given below:

Director Designation No of meetings Attended
Mr.Swamy S.B Das Chairman 5
Mr. H.M Dugar Member 5
Mr. Sanjay Solanki Member 5

Mrs Jyoti Kabra Singi is the Compliance Officer of the Committee.Mr Mahendra N SoniCompany Secretary has resigned from the Company w.e.f 1st October 2018.and the Board atits meeting held on 15th October 2018 has approved the appointment of Mrs Jyoti KabraSingi with effect from 15th October2018.

18. NOMINATIONAND REMUNERATION COMMITTEE:

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. Characteristics expectedof all Directors include independence integrity high personal and professional ethicssound business judgment ability to participate constructively in deliberations andwillingness to exercise authority in a collective manner. The policy on appointment andremoval of Directors and determining Directors' independence and remuneration are postedon the website of the Company www.adityaispat.com.

The detail of terms of reference of this Committee number and dates of meetings heldattendance of the directors and remunerations paid to them are given below: The Nominationand Remuneration Committee of the Board of Directors of Company comprises of FourNon-Executive Directors out of which three are Independent Directors. The Nomination andRemuneration Committee is under the Chairmanship of a Non-Executive Independent Director.The terms of reference of this Committee confirm the requirement of Section 178 of theCompanies Act 2013.

The purpose of the Committee is to oversee the Company's nomination process for thesenior management and specifically to identify screen and review individuals qualified toserve as EDs NEDs and IDs consistent with criteria approved by the Board and torecommend for approval by the Board nominees for election at the AGM of theshareholders.

The broad terms of reference of the Nomination and Remuneration Committee thereforeinclude recommending a policy relating to remuneration and employment terms of whole timedirectors senior managerial personnel identify persons who may be appointed as directorsor in position of senior management of the Company preliminary evaluation of everyDirector's performance approval of remuneration and performance bonus of Directors andKMPs Board diversity compliance of the code of conduct for Independent Directorsreferred to in Schedule IV of the Companies Act 2013 Compliance with the Company's Codeof Conduct by Directors and employees of the Company reporting non-compliance to theBoard of Directors and any other matters which the Board of Directors may direct from timeto time. The Committee further coordinates and oversees the annual self-evaluation of theperformance of the Board Committees' and of individual Directors.

The Nomination and Remuneration Committee which was constituted has met twice duringthe Financial year ended 31st March2019 on the following dates: 14thAugust 2018 and 15th October 2018.

The composition of the Committee and the attendance details of the members are givenbelow:

Director Designation No. of meetings attended
Mr. H.M Dugar Chairman 2
Mr. Swamy S.B Das Member 2
Mr. Sanjay Solanki Member 2
Mr. S.K.Kabra Member 2

The Brief Remuneration Policy of the company is as under:-a) For Managing Directorthe total remuneration consists of salary within the limits approved by the shareholders.No sitting fees is payable. b) Non- Executive Directors do not draw any remuneration fromthe company.

The detailed remuneration policy is posted on the website of the Companywww.adityaispat.com. Details of remuneration to director for the year 2018-2019 is asfollows:-

Name Designation Remuneration (Rs. In Lacs)
Mr. S.B. Chachan Managing Director 15

19. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

20. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Independent Directors in their meetingheld on February 14 2019 have evaluated the Performance of Non-Independent DirectorsChairperson of the Company after considering the views of the Executive and Non-ExecutiveDirectors Board as a whole and assessed the quality quantity and timeliness of flow ofinformation between the Company's Management and the Board. The Nomination andRemuneration Committee has also carried out evaluation of performance of every Director ofthe Company. On the basis of evaluation made by the Independent Directors and theNomination and Remuneration Committee and by way of individual and collective feedbackfrom the Non-Independent Directors the Board has carried out the Annual PerformanceEvaluation of the Directors individually as well as evaluation of the working of the Boardas a whole and Committees of the Board. The manner in which the evaluation has beencarried out has been posted on the website of the Company www.adityaispat.com. TheIndependent Directors are regularly updated on industry & market trends plantprocess and operational performance of the Company etc through presentations in thisregard and periodic plant visits. They are also periodically kept aware of the latestdevelopments in the Corporate Governance their duties as Directors and relevant laws.

21. DIRECTORS :

Mrs. Usha Chachan retires by rotation at the forthcoming Annual General Meeting andbeing eligible offers herself for re-appointment.

Mr. Shiv Kumar Chirania have been appointed as Additional Director by the Board on 14thAugust2019 to hold office until the conclusion of the ensuing Annual General MeetingBrief particulars and expertise of the directors and their directorships and committeememberships have been given in the annexure to the Notice of the Annual General Meeting inaccordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

22. INDEPENDENT DIRECTORS AND THEIR DECLARATION:

Mr.Swami S.B.Das and Mr Sanjay Solanki retire on completion of their term and beingeligible offers themself for reappointment as non-retiring Independent Directors for aperiod of five years. As per Section 149(4) of the Companies Act 2013 the independentdirectors of the Company are being re-appointed to hold office as independent directorsfor a period of five years with effect from the 28th Annual General Meeting.

Mr H M Dugar is holding the office of its current term which is upto conclusion of 28thAGM. Due to his personal commitments he has not offered himself for reappointment. TheBoard of the Company appreciate the contribution made by him towards the valuable inputsgiven by him during his tenure.

Mr Swamy S B Das Mr H M Dugar and Mr Sanjay Solanki are Independent Directors of theBoard of the Company. The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of Independence asprescribed both under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

23. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All new Independent Directors (IDs) inducted into the Board are given an orientation.Presentations are made by Executive Directors (EDs) and Senior Management giving anoverview of our operations to familiarise the new IDs with the Company's businessoperations. The new IDs are given an orientation on our products Board constitution andprocedures matters reserved for the Board and our major risks and risk managementstrategy.

The Policy on the Company's Familiarisation Programme for IDs can be accessed atCompany's website at www.adityaispat.com

24. PARTICULARS OF EMPLOYEES AND KEY MANAGERIAL PERSONNEL (KMP)

The following three persons are the Key Managerial Personnel of the Company as per theprovisions of Section 203 of the Companies Act 2013. a) Mr. Satya Bhagwan ChachanManaging Director b) Mrs. Alphonsa Domingo Chief Financial Officer c) Mrs.Jyoti KabraSingi Company Secretary During the year Mr. Mahendra.N.Soni Company Secretary hasresigned from 1st October2018 and the Board at its meeting held on 15th October 2018 hasapproved the appointment of Mrs Jyoti Kabra Singi with effect from 15th October 2018 inthe Key Managerial Personnel.

Pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the remuneration andother details of Key Managerial Personnel and other Employees for the year ended March2019 are annexed to this report.

No employee was in receipt of remuneration exceeding Rs.10200000/- or more per annumor Rs.850000/- or more per month as the limits prescribed under Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and hence thedisclosure as required under Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not required.

25. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

The particulars of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013. The company has neither granted any loan nor madeany investment nor given any guarantee or security to parties covered under theprovisions of section 185 and 186 of Companies Act 2013. It is not applicable to thecompany.

26. TRANSACTION WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were onarms' length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of Company at large. All related party transactions are placed before theAudit Committee and given in the notes annexed to and forming part of this FinancialStatement. The approved policy on Related Party Transactions is also available on thewebsite of the Company www.adityaispat.com Your Directors draw attention to the members toNote No.36 to the Financial Statement which sets out related party transactions.

Accordingly particulars of contracts or arrangements with related parties referred toin Section 188(1) of the Companies Act 2013 along with the justification for enteringinto such contracts or an arrangement in Form AOC-2 does not form part of the report.

27. VIGIL MECHANISM:

The vigil mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement comprises senior executives of the Company. Protecteddisclosures can be made by a whistle blower through an E mail or by telephone line or aletter to the chairman of the Audit Committee.

The policy on vigil mechanism and whistle blower policy may be accessed on theCompany's website at www.adityaispat.com .

28. EXTRACTS OF ANNUAL RETURN:

As provided under section 92(3) of the Act the extract of Annual Return is given inthe prescribed Form MGT-

9 as annexed to this report.

29. RISK MANAGEMENT:

As a policy the Company has identified key risk concern/areas. The assessment of eachrisk area is done on quarterly basis. Following are the main concern/risk related to theCompany:

Market Related Risk: mainly demand realisation and redundancy of the product.

Production related Risk mainly availability of inputs accident or break down in theplant and rejection of material by the customers.

Human Resources Risk: includes the risk of labor unrest high employee turnoverratio and lower productivity due to dissatisfaction of employees.

Revenue Risk: adverse exchange rate movement Govt Policies and duty rates

Data and Records: data lost fire virus attack etc.

The Board and the Audit Committee takes note of Risk management of the Company in everyquarter. The Risk Assessment is also discussed in the Management Discussion and Analysisattached to this report.

30. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Board of Directors of the Company has laid down a comprehensive Code of Conduct forall its board members Key Managerial Personnel and senior management personnel .The Codeof Conduct for Directors and Senior Management Personnel is posted on the Company'swebsite.The Managing Director & CEO of the Company has given a declaration that allDirectors and Senior Management Personnel concerned affirmed compliance with the code ofconduct with reference to the financial year ended on March 31 2019.

31. CORPORATE GOVERNANCE

The Company is having a Paid-up equity share capital not exceeding Rs. 10 crore andNetworth not exceeding Rs. 25 crore and hence as per SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Corporate Governance requirements as specifiedin Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 andPara C D and E of Schedule V of the Listing Regulations are not applicable to theCompany. Thus a report on Corporate Governance does not form part of this report.Pursuant to SEBI Listing Regulations report on Management Discussion and Analysis hasbeen enclosed as part of Board's Report.

32. DISCLOSURES WITH RESPECT TO DEMAT SUSUPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

During the year under review no shares were held in demat suspense account orunclaimed suspense account of the Company.

33. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO:

Information regarding Energy Conservation Technology Absorption Foreign ExchangeEarnings and Outgo in accordance with Section 134(3)(m) of the Companies Act 2013 andforming part of the Directors Report for the year ended 31st March 2019 isannexed to this report.

34. Listing on Stock Exchanges:

As on March 31st 2019 the Company's shares are listed on the following StockExchanges:

a. Mumbai Stock Exchange Limited Mumbai.Phiroze Jeejeebhoy Towers Dalal StreetMUMBAI- 400 001. The Company's stock code at Bombay Stock Exchange is 513513.

b. The Calcutta Stock Exchange Limited 7 Lyons Range KOLKATA- 700 001

The Company's stock code at Calcutta Stock Exchange is 100 11082

The Company is in process of delisting its equity shares from the The Calcutta StockExchange Limited.

The Company has paid the Listing Fees for the year 2019-2020 to the Stock Exchanges.

Custodial Fees for Depositories:

The Company has paid the Annual Custodial fees for the year 2019-2020 to NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL).

35. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

In compliance with SEBI (Prohibition of Insider Trading) Regulation 2015 (hereinafterreferred to as "Regulation")the Company has in place a comprehensive code ofconduct for its Directors and Senior Management Personnel. The code lays down guidelineswhich advises them on procedures to be followed and disclosures to be made while dealingwith the shares of the Company. Also the Board has adopted Code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information as requiredunder Regulation 8 read with Schedule A of Regulation. The Insider Trading policy of theCompany lays down guidelines and procedures to be followed and disclosures to be madewhile dealing with shares of the Company as well as consequences of violation. The Policyhas been formulated toregulate monitor and ensure reporting of deals by the employees andto maintain the highest ethicalstandards of dealing in the Company's Shares. The code isalso available on the website of theCompany www.adityaispat.com.

36. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Companyhas adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment atWorkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.

The Company has complied with the provisions relating to the constitution of theInternal Complaints Committee as per the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

The following is a summary of sexual harassment complaints received and disposed offduring the year.

• No. of complaints received - NIL

• No. of complaints disposed off - Not Applicable

37. Human Resources Management & Industrial Relations

From its foundation Aditya Ispat Limited employment philosophy and practices have beenbased on the recognition that its people are the primary source of its competitiveness.

The company consistently abides by human resources policy that is found on a set offollowing principles: equality of opportunity continuing personal development fairnessmutual trust and teamwork. These principles are in turn underpinned by the five coreValues of Pioneering Integrity Excellence Unity and Responsibility. The Company alsobelieves as a matter of principle that diversity within its workforce greatly enhancesits overall capabilities. The Company is an equal opportunity employer and it does notdiscriminate on the basis of race caste religion colour ancestry gender maritalstatus sexual orientation age nationality ethnic origin or disability. All decisionsrelating to promotion compensation and any other forms of reward and recognition arebased entirely on performance and merits.

The Company's ambition is to be a modern employer offering employees long-termprospects for a meaningful professional career. This is why the Company's collectivelabour agreement focuses on four aspects: health & vitality career development &skills employee productivity and employment conditions. During the year the Companyfocused on improvement in areas related to diversity & inclusion and training &development. Many initiatives were undertaken to bring about a change in the mindset ofthe workforce regarding these aspects.

Employees are very important stakeholders for the Company and the Management team is incontinuous engagement through the year to ensure seamless and transparent communication onall important issues that relates to the employees and the future of the company.

38. FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013 to the Audit Committee or the Board of Directors during the yearunder review.

39. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.

40. GENERAL:

Directors state that no disclosure or reporting is required in respect of the followingitems as there were no transactions on these items during the year under review. i. Thecompany has not accepted any deposits from public and as such no amount on account ofprincipal or interest on deposits from public was outstanding as on the date of balancesheet. ii. There was no issue of equity shares with differential rights as to dividendvoting or otherwise. iii. There was no issue of shares (including sweat equity shares) toemployees of the Company under any scheme.

41. ACKNOWLEDGEMENT:

The Board takes this opportunity to express its deep gratitude for the continuedco-operation and support received from its Bankers State and Central Governments thecustomers share holders business associates and employees during the year under review.

Specific acknowledgement is also made for the confidence and understanding shown by theMembers in the Company.

On behalf of the Board of Directors
Sd/-
Date : 14-08-2019 S.B CHACHAN
Place: Hyderabad. CHAIRMAN & MANAGING DIRECTOR