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Capacite Infraprojects Ltd.

BSE: 540710 Sector: Infrastructure
NSE: CAPACITE ISIN Code: INE264T01014
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OPEN 207.90
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VOLUME 9938
52-Week high 229.90
52-Week low 70.15
P/E
Mkt Cap.(Rs cr) 1,408
Buy Price 207.00
Buy Qty 70.00
Sell Price 209.90
Sell Qty 50.00
OPEN 207.90
CLOSE 204.40
VOLUME 9938
52-Week high 229.90
52-Week low 70.15
P/E
Mkt Cap.(Rs cr) 1,408
Buy Price 207.00
Buy Qty 70.00
Sell Price 209.90
Sell Qty 50.00

Capacite Infraprojects Ltd. (CAPACITE) - Director Report

Company director report

To

The Members of

CAPACIT'E INFRAPROJECTS LIMITED

Your Directors are pleased to present the Seventh Annual Report of the Company alongwith the Audited Financial Statements for the financial year ended March 31 2019.

Summary of Financial Performance:

Key highlights of the Financial performance of the Company for the financial yearended March 31 2019 compared to previous financial year are as follows:

(Rs. in Crore)

Particulars Standalone Consolidated
Year Ended March 31 2019 Year Ended March 31 2018 Year Ended March 31 2019 Year Ended March 31 2018
Revenue from operations 1787.61 1335.64 1797.60 1341.08
Other income 36.89 24.36 35.96 24.15
Total Income 1824.50 1360.00 1833.56 1365.23
Profit Before Depreciation and Amortisation & finance costs 285.37 227.67 287.12 227.76
Less: Depreciation & amortisation (88.99) 67.22 (88.99) 67.22
Less: Finance Costs (49.12) 39.75 (49.14) 39.87
Profit before tax 147.26 120.70 148.98 120.67
Add: Share of profit/ (loss) of Joint Venture - - 0.026 0.84
Less: Tax expenses (including Deferred Tax) 51.68 41.95 51.68 41.95
Net Profit after Tax (1) 95.58 78.75 97.28 79.56
Total Comprehensive Income/ Loss (2) 0.52 0.65 0.52 0.65
Total (1+2) 96.10 79.40 97.80 80.21
Balance of profit/ loss for earlier years 96.10 79.40 97.80 80.21
Less: Transfer to Debenture Redemption Not applicable Not applicable Not applicable Not applicable
Reserve
Less: Transfer to Reserves - - - -
Less: Dividend paid on Equity Shares 6.79 2.59 6.79 2.59
Less: Dividend paid on Preference Shares Not applicable Not applicable Not applicable Not applicable
Less: Dividend Distribution Tax 1.44 0.54 1.44 0.54
Balance carried forward 96.10 79.40 97.80 80.21

Note: Previous year's figures have been regrouped/ rearranged wherever considerednecessary.

a) Review of company's operations:

The Company is engaged in construction of buildings with specialisation in constructionof Highrise and Super High-rise residential commercial institutional buildings.

There was no change in nature of the business of the Company.

Standalone Performance:

Your Company's total income during the year under review was Rs. 1824.50 Crore ascompared to Rs. 1360.00 Crore in the previous year registering an increase of 34.15%.EBITDA for FY19 grew by 28.16% to Rs. 2 85.37 Crore as compared to Rs. 2 27.67 Crore inFY18. Net Profit after Tax in FY19 stood at Rs. 95.58 Crore as against Rs. 78.75 Crore inFY18 with an increase of 21.38%. Cash profit for FY19 stood at Rs. 198.39 Crore as againstRs. 160.90 Crore in FY18 registering an increase of 23.29%.

Consolidated Performance:

The Consolidated Total Income during the year under review was Rs. 1833.56 Crore ascompared to Rs. 1365.23 Crore in the previous year registering an increase of 34.30%.Consolidated Net Profit after Tax stood at Rs. 97.28 Crore as against Rs. 79.57 Crore inFY18 registering an increase of 22.26%.

b) Share Capital:

The Paid up Equity Share Capital of the Company as on March 31 2019 was Rs.678914970 divided into 67891497 Equity shares having face value of Rs. 10 each.During the year under review the Company has not issued any shares with differentialrights sweat equity shares and equity shares under Employees Stock Option Scheme.

The Company has paid Listing Fees for the financial year 2019-20 to each of the StockExchanges where its equity shares are listed.

c) Dividend:

Your Directors have recommended a Dividend of Rs. 1 per Equity Share of Face Value ofRs. 10 each (10% of face value) payable to those Shareholders whose name appear in theRegister of Members as on the Book Closure/ Record Date for the financial year ended March31 2019 subject to approval of Shareholders in ensuing Annual General Meeting. The totaldividend amount aggregates to Rs. 6.78 Crore plus applicable Dividend Distribution Taxthereon.

d) Transfer to Reserves:

The Board of Directors of your Company has not recommended transfer of any amount ofprofit to the Reserves during the year under review.

e) Material changes and commitments if any affecting the financial position of theCompany having occurred since the end of the Year and till the date of the Report

There have been no material changes and commitments affecting the financialperformance of the Company which have occurred between the end of the financial year towhich the financial statements relate and the date of this Report.

f) Capital Expenditure:

During financial year 2018-19 Company had incurred Rs. 94.82 Crore towards capitalexpenditure primarily towards purchase / lease of equipments plant & machinery ITand technology upgradation expenses administrative expenses.

SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES:

Subsidiary Company:

CIPL-PPSL-Yongnam Joint Venture Constructions Private Limited continues to beWholly-owned Subsidiary of the Company as on March 31 2019. During the year the Board ofDirectors of the Company has approved Scheme of Amalgamation of CIPL-PPSL-Yongnam JointVenture Constructions Private Limited with the Company under the provisions of Sections230 to 232 and other applicable provisions of the Companies Act 2013 (the"Act").

Performance of Subsidiary:

Pursuant to the provisions of section 129(3) of the Act read with rule 5 of Companies(Accounts) Rules 2014) a statement containing salient features of Financials of thesubsidiary in Form AOC-1 is annexed as Annexure I. The Company has adopted a Policyfor determining the criteria of material subsidiaries which is available on Company'swebsite at www.capacite.in .

Joint Venture and Associate Company:

During the year TCC Constructions Private Limited and TPL-CIL Construction LLP areproject specific Associate entities formed for execution of project awarded by MHADA forredevelopment of BDD Chwals Worli Mumbai.

Consolidated Financial Statements:

In accordance with the provisions of Section 129(3) of the Act and Regulation 34 of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (Rs. ereinafterreferred to as "Listing Regulations") the Consolidated Financial Statementsform part of this Annual Report and will also be laid before the ensuing Annual GeneralMeeting of the Company. The Consolidated Financial Statements have been prepared inaccordance with the Indian Accounting Standards (IND AS) notified under Section 133 of theAct read with Rule 7 of the Companies (Accounts) Rules 2014 and in accordance withAccounting Standard 21 issued by the Institute of Chartered Accountants of India. TheCompany will make available the said financial statements and related information of theSubsidiary upon written request by any member of the Company . These financial statementsare kept open for inspection by any member at the Registered Office of the Company and theSubsidiary company and are also be available at website of the Company www.capacite.in

Credit Rating:

During the year under review India Ratings and Research (Ind-Ra) has afirmed theCompany's Long-Term Issuer Rating at ‘Ind A'. The outlook is stable. Instruments withthe above rating afirmations are considered to have high degree of safety regarding timelyservicing of financial obligations with low credit risk.

Utilisation of IPO Proceeds:

Company utilised the proceeds from the public issue as per the Objects of the Issue setout in the Prospectus. Pursuant to the Regulation 32 of Listing Regulations there is nodeviation and/or variation in the utilisation of the IPO proceeds of the Company pursuantto objects of the issue mentioned in the Prospectus.

Particulars of Loans Guarantees Investments and / or Securities:

The Company is in the business of providing infrastructural facilities and thus theprovisions of Section 186 are not applicable to the Company except sub-section (1) ofSection 186 of the Act.

Fixed Deposits:

During the year under review your Company has neither accepted nor renewed anydeposits from the public within the meaning of Section 73 of the Act and the Companies(Acceptance of Deposits) Rules 2014.

Pursuant to Companies (Acceptance of Deposits) Amendment Rules 2019 notified byMinistry of Corporate Affairs on January 22 2019 the One-time and annual return forparticulars of outstanding receipt/s of money or loan by the Company but not considered asDeposits has been filed with Ministry of Corporate Affairs in due course.

Particulars of Contract/s or arrangement/s with Related Parties:

All contracts/ arrangements/ transactions entered into by the Company during thefinancial year with related parties were in the ordinary course of business on arm'slength basis and in compliance with the applicable provisions of the Act and the ListingRegulations. During the financial year under review none of the contracts/ arrangements/transactions entered into with related parties required shareholders' approval underprovisions of the Act and the Listing Regulations.

Related Party Transactions were placed before the Audit Committee for prior approval.Particulars of arrangements with related parties for the Financial Year 2018-2019 aregiven in prescribed format Form AOC – 2 as specified under the provisions of Section134(3)(Rs. ) of the Act & Rule 8 of the Companies (Accounts) Rules 2014 which isannexed as Annexure II.

The Company has adopted a Policy for consideration and approval of related partytransactions which is available on Company's website www.capacite.in

Directors and Key Managerial Personnel (KMPs): Directors:

The Nomination & Remuneration Committee has been mandated to review recommendappointment/s terms of appointment/ reappointment of Director/s and KMPs based on theCompany policies industry requirement and business strategy.

During the year Mr. Arun Vishnu Karambelkar was appointed as Additional Director(Independent) on the Board w.e.f. May 18 2018 and approval of shareholders was obtainedin 6th Annual General Meeting held on September 03 2018 for the period of 3 years witheffect from May 18 2018 on terms of remuneration as recommended by Nomination &Remuneration Committee.

Appointments / Re-Appointment:

In accordance with the provisions of Section 152 of the Act and the Articles ofAssociation of the Company

Mr. Siddharth D. Parekh (DIN: 06945508) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself for re-appointment. The Boardrecommends his re-appointment.

During the year under review on the recommendation of Nomination and RemunerationCommittee the Board has approved re-appointment of : i) Mr. Subir Malhotra having DIN05190208 as Whole-Time Director designated as "Executive Director" for term of 5years with effect from November 01 2018 to October 31 2023. ii) Mr. Rohit R. Katyalhaving DIN 00252944 as Whole-Time Director designated as "Executive Director"for term of 5 years with effect from June 25 2019 to June 24 2024 The details withrespect to the above appointments and/or re-appointments form part of the Notice of theensuing Annual General Meeting and the resolutions along with explanatory statementsthereto are recommended for your approval.

Declarations by Independent Directors and Senior Management Personnel on compliance ofcode of conduct:

The Company has received and taken on record the declarations with respect toindependence from all Independent Directors of the Company in accordance with the Section149(6) of the Act confirming their independence as prescribed thereunder as well asRegulation 16(1)(b) of the Listing Regulations and also regarding compliance with the Codefor Independent Directors prescribed in Schedule IV to the Act.

Also Senior Management Personnel including Executive Directors have submitted theirdisclosures under Regulation 17(5) of the Listing Regulations confirming compliance withthe Code of Conduct for Directors and Senior Management Personnel.

Familiarisation Programme:

In compliance with the requirements of the Listing Regulations the Company undertakesa familiarisation programme for the Independent Directors to familiarise them with theirroles rights and responsibilities as Independent Directors nature of the industry theoperations of the Company business model risk management etc. The details of theprogramme are available on the Company website at www.capacite.in

Key Managerial Personnel (KMPs):

In terms of Section 203 of the Act following are the Key Managerial Personnel of theCompany:

Mr. Rahul R. Katyal Managing Director
Mr. Rohit R. Katyal Whole-time Director & Chief Financial Officer
Mr. Subir Malhotra Whole-time Director
Mr. Saroj Kumar Pati Chief Executive Officer
Ms. Sai Kedar Katkar Company Secretary

During the year under review there are no changes in Key Managerial Personnel.

DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES:

Board Meetings:

The Board of Directors met 7 (Seven) times during the financial year under review. Fordetails of the meetings of the Board please refer to the Corporate Governance Reportwhich forms part of this Annual Report. In terms of requirements of Schedule IV of theAct a separate meeting of Independent Directors was also held on March 22 2019 to reviewthe performance of Non Independent Directors (including the Chairpersons) the entireBoard and its Committees thereof quality quantity and timelines of the flow ofinformation between the Management and the Board.

Audit Committee:

The composition of the Audit Committee is in conformity with the provisions of theSection 177 of the Act and Listing Regulations. The Audit Committee comprises of:

Sr. No. Name of Director Designation Position in the Committee
1. Mr. Suryakant Balkrishna Mainak Non-Executive Independent Director Chairperson
2. Ms. Farah Nathani Menzies Non-Executive Independent Director Member
3. Mr. Sumeet S. Nindrajog Non-Executive Non Independent Director Member
4. Ms. Sai Kedar Katkar Company Secretary Secretary

The terms of reference of the Audit Committee and the particulars of meetings held andattendance thereat are mentioned in the Corporate Governance Report forming part of theAnnual Report. Further all the recommendations made by the Audit Committee were acceptedby the Board during the year.

Nomination and Remuneration Committee:

The composition of the Nomination and Remuneration Committee is in conformity with theprovisions of the Section 178 of the Act and Listing Regulations. The Nomination andRemuneration Committee comprises of:

Sr. No. Name of Director Designation Position in the Committee
1. Ms. Farah Nathani Menzies Non-Executive Independent Director Chairperson
2. Mr. Suryakant B Mainak Non-Executive Independent Director Member
3. Mr. Sumeet S. Nindrajog Non-Executive Non Independent Director Member
4. Ms. Sai Kedar Katkar Company Secretary Secretary

The terms of reference of the Nomination and Remuneration Committee and the particularsof meetings held and attendance thereat are mentioned in the Corporate Governance Reportforming part of this Annual Report. The Company has Nomination and Remuneration policywhich lays down a framework in relation to appointment and remuneration of Directors KeyManagerial Personnel and Senior Management of the Company. The policy broadly lays downguiding principle for appointment or removal of Directors Key Managerial Personnel andSenior Management and provides the criteria for determining qualifications positiveattributes independence of a Director and policy relating to remuneration for DirectorsKey Managerial Personnel and formulation of criteria for evaluation of performance of theBoard its Committees and Directors. The above policy is available on the website of theCompany www.capacite.in.

Stakeholders' Relationship Committee:

The composition of the Stakeholders Relationship Committee is in conformity with theprovisions of the Regulation 20 of the Listing Regulations. The Stakeholders RelationshipCommittee comprises of:

Sr. No. Name of Director Designation Position in the Committee
1. Mr. Sumeet S. Nindrajog Non-Executive Non Independent Director Chairperson
2. Mr. Rohit R. Katyal Executive Director & Chief Financial Officer Member
3. Mr. Suryakant Balkrishna Mainak Non-Executive Independent Director Member
4. Ms. Sai Kedar Katkar Company Secretary Secretary

The terms of reference of the Stakeholders' Relationship Committee and the particularsof meetings held and attendance thereat are mentioned in the Corporate Governance Reportforming part of this Annual Report.

Corporate Social Responsibility Committee:

In accordance with the provisions of Section 135 of the Act read with Companies(Corporate Social Responsibility Policy) Rules 2014 the Board of Directors of theCompany has constituted Corporate Social Responsibility (CSR) Committee. The Committee isentrusted with the responsibility of: - Formulating and recommending to the BoardCorporate Social Responsibility Policy (CSR Policy) indicating the activities to beundertaken - monitoring the implementation of the framework of the CSR Policy and -recommending the CSR amount to be spend on the CSR activities.

During the year the Company has spent Rs. 1.46 Crore on CSR activities. The details ofthe Company's CSR activities are specified in Annexure III. The CSR Policy is alsoplaced on the website of the Company www.capacite.in. The Present Composition of Committeeis :

Sr. No. Name of Director Designation Position in the Committee
1. Mr. Rohit R. Katyal Executive Director & Chief Financial Officer Chairperson
2. Mr. Sumeet S. Nindrajog Non-Executive Non Independent Director Member
3. Ms. Farah Nathani Menzies Non-Executive Independent Director Member
4. Mr. Suryakant Balkrishna Mainak Non-Executive Independent Director Member
5. Ms. Sai Kedar Katkar Company Secretary Secretary

The particulars of meetings held and attendance thereat are mentioned in the CorporateGovernance Report forming part of this Annual Report.

Directors' Responsibility Statement:

Based on the framework of Internal Financial Controls and compliance systemsestablished and maintained by the Company the work performed by the Internal StatutoryCost and Secretarial Auditors including Audit of Internal Financial Controls overfinancial reporting by the Statutory Auditors and the reviews performed by Management andthe relevant Board Committees including the Audit Committee the Board is of the opinionthat the Company's Internal Financial Controls were adequate and effective during thefinancial year 2018-19.

Accordingly pursuant to Section 134(3)(c) and 134(5) of the Act the Board ofDirectors to the best of their knowledge and ability in relation to the auditedfinancial statements of the Company for the year ended March 31 2019 confirm that:

a. in the preparation of the accounts for financial year ended March 31 2019 theapplicable accounting standards had been followed and there are no material departures;

b. they have selected such accounting policies and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2019 and of the profit of theCompany for that year;

c. they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. they have laid down Internal Financial Controls to be followed by the Company andsuch Internal Financial Controls are adequate and operating effectively.

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

Vigil Mechanism :

The Company's Board of Directors pursuant to the provisions of Section 177(9) of theAct read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 hasadopted ‘Vigil Mechanism Policy' for Directors and employees of the Company. Thepolicy is to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimisation on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation if any financial statements andreports and so on. The employees of the Company have the right/option to report theirconcern / grievance to the Chairman of the Audit Committee. The Company is committed toadhere to the highest standards of ethical moral and legal conduct of businessoperations. The Vigil Mechanism Policy is available on the Company's websitewww.capacite.in There were no such reports information received by the Chiarman of theAudit Committee during the year under review.

Risk Management :

The Board has constituted Risk Management Committee and has adopted the Risk ManagementPolicy and Guidelines to assist the Board in identification assessment and management ofvarious operational strategic financial external risks which may have negative impacton the Company's business. Risk identification assessment and management is a continuousprocess and is regularly reviewed and updated based on the industry and businessrequirements . The Risk Management Committee comprises of:

Sr. No. Name of Director Designation Position in the Committee
1. Mr. Rahul R. Katyal Managing Director Chairman
2. Mr. Rohit R. Katyal Executive Director & CFO Member
3. Mr. Subir Malhotra Executive Director Member
4. Mr. Sumeet S. Nindrajog Non-Executive Non Independent Director Member
5. Mr. Suryakant Balkrishna Mainak Non-Executive Independent Director Member
6. Mr. Arun Vishnu Karambelkar Non-Executive Independent Director Member
7. Ms. Sai Kedar Katkar Company Secretary Secretary

Annual Evaluation of Board's Performance and Performance of its Committees and ofDirectors:

Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an Annual performance evaluation of Board Directors and the working ofthe Committees based on the evaluation criteria defined by Nomination and RemunerationCommittee (NRC).

The Board's performance was evaluated on various aspects including inter-alia theStructure meetings functions degree of fulfilment of key responsibilitiesestablishment and delegation of responsibilities to various Committees Effectiveness ofBoard Processes information and functioning.

The Committees of the Board were assessed on the degree of adequacy of Committeecomposition fulfilment of key responsibilities and effectiveness of the meetings. TheDirectors were evaluated on aspects such as attendance contribution at Board/CommitteeMeetings based on technical financial expertise and industry requirements andguidance/support to the Management with respect to matters other than those discussed atBoard/Committee Meetings.

Also performances of Non-Independent Directors Board as a whole individual peerreview and the Chairman were evaluated in a separate meeting of Independent Directors. Thesame was also discussed in the meetings of NRC and the Board. Performance evaluation ofIndependent Directors was done by the Board members excluding the Independent Directorsbeing evaluated.

Particulars of Employees:

Disclosure regarding remuneration of Directors and employees as required under Section197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is in Annexure IV and forms part of the Board'sReport.

Details of employee remuneration as required under provisions of Section 197 of the Actand Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are available for inspection by any of the the Members at theRegistered Office of the Company on any working day of the Company upto the date of the7th Annual General Meeting and shall be made available to any shareholder on request.

Internal Financial Control Systems and their Adequacy:

The Company's Internal Financial Control framework is commensurate with the size andthe nature of its operations. Company has designed and adopted policies and procedures forensuring the orderly and efficient conduct of its business including adherence to theCompany's policies compliance with applicable statutes regulations the safeguardingdisclosure of its assets the prevention and detection of frauds and errors the accuracyand completeness of the accounting records and the timely preparation and of reliablefinancial information.

The details of the internal financial control systems and their adequacy are includedin Management Discussion and Analysis Report which forms part of the Annual Report.

Reporting of Frauds:

There was no instance of fraud during the year under review which are required by theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of the Act and the rules made thereunder.

AUDITORS AND REPORTS:

a) Statutory Audit:

The Shareholders of the Company at 4th Annual General Meeting had approved appointmentof M/s. S R B C & CO. LLP Chartered Accountants (Firm Registration No.:324982E/E300003) as the Statutory Auditors of the Company to hold office for 5 years fromthe conclusion of Fourth Annual General Meeting till the conclusion of the Ninth AnnualGeneral Meeting of the Company.

The Ministry of Corporate Affairs vide its Notification dated May 7 2018 hasdispensed with the requirement of ratification of Auditor's appointment by theshareholders every year. Hence the resolution relating to ratification of Auditor'sappointment is not included in the Notice of the ensuing Annual General Meeting TheCompany has received a certificate from M/s. S R B C & CO. LLP Chartered Accountantsconfirming their eligibility and non disqualification from continuing as StatutoryAuditors of the Company.

The Auditors Report for the financial year ended March 31 2019 does not contain anyqualification adverse remark or reservation and therefore do not call for any furtherexplanation or comments from the Board under Section 134(3) of the Act.

b) Secretarial Audit :

Pursuant to the provisions of Section 204 of the Act and the rules made there underthe Company had appointed M/s. Shreyans Jain & Co Company Secretaries to undertakethe Secretarial Audit of the Company for the year ended March 31 2019. The SecretarialAudit Report issued in this regard is annexed as Annexure V.

The Secretarial Audit Report for the financial year ended March 31 2019 does notcontain any qualification or reservation or adverse remark except an observation remarkwhich is self explanatory.

c) Internal Audit and Controls:

M/s. Mahajan & Aibara LLP Chartered Accountants Internal Auditors of the Companyhave carried out internal audit for the financial year ended March 31 2019. The findingsof the Internal Auditors are discussed on an on-going basis in the meetings of the AuditCommittee and various steps have been taken in due course to implement the suggestions ofthe said Internal Auditor.

The Board of Directors based on review and recommendation of Audit Committee duringtheir

Meeting held on July 19 2019 M/s. Mahajan & Aibara LLP Chartered Accountantswere appointed as Internal Auditors to carry out internal audit and submit Reports for thefinancial year 2019-20.

d) Cost Audit:

In terms of the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time the Board of Directorsbased on the recommendation of the Audit Committee has appointed M/s. Y. R. Doshi &Associates Cost Accountants as Cost Auditor of the Company for conducting the Cost Auditfor the financial year 2019-20 on a remuneration as mentioned at Item No. 6 in the Noticeof 7th Annual General Meeting.

A Certificate from M/s. Y. R. Doshi & Associates Cost Accountants has beenreceived to the effect that their appointment as Cost Auditor of the Company would be inaccordance with the limits specified under Section 141 of the Act and Rules framedthereunder. A resolution seeking Member's ratification for the remuneration payable to theCost Auditor forms part of the Notice of 7th Annual General Meeting and the same isrecommended for your consideration and ratification.

General Disclosures:

General disclosures as per the provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:

Extracts of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Act Extract of the AnnualReturn for the financial year ended March 31 2019 made under the provisions of Section92(3) of the Act is annexed as Annexure VI which forms part of this Report.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The information as required under the provisions of Section 134(3) (m) of the Act readwith Rule 8 of the Companies (Accounts) Rules 2014 in respect of conservation of energytechnology absorption foreign exchange earnings and outgo etc. as may be applicable arefurnished in Annexure VII which forms part of this Report.

Report on Corporate Governance and Management Discussion and Analysis

A separate report on Corporate Governance is provided together with the Certificatefrom the M/s SRBC & Co. LLP Chartered Accountants confirming compliance ofCorporate Governance requirements as stipulated under the Listing Regulations. Pursuant tothe provisions of Regulation 34 read with Schedule V of the Listing Regulations a reporton Management Discussion and Analysis is enclosed which forms part of this Annual Report.

Information under Sexual Harassment of Women At Workplace (Prevention Prohibition& Redressal) Act 2013 and Rule 8 of Companies (Accounts) Rules 2018:

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules made thereunder. The objective of thepolicy is to prevent provide protection against and for redressal of complaints if anyunder sexual harassment and matters connected or incidental thereto of employees atworkplace.

Company has always been committed to provide a safe and dignified work environment toall its employees irrespective of gender which is free of discrimination intimidation andabuse.

The Company has also constituted an Internal Complaints Committee (ICC) to redress thecomplaints if any received regarding sexual harrasment. All employees (permanentcontractual temporary trainees) are covered under this policy

The Committee comprises of:

Sr. No. Name of Member Designation Position held in Committee
1. Ms. Sai Kedar Katkar Company Secretary Presiding Officer
2. Mr. Rohit R. Katyal Executive Director & CFO Member
3. Mrs. Usha Iyengar President & Head- HR Member
4. Mr. Ajay Pardeshi Vice President Admin & HR Member
5. Ms. Manali Damle* Legal Consultant Member

*Inclusion pursuant to reconstitution of Committee during Meeting of the Board ofDirectors held on May 13 2019 During the financial year under review Company conductedone awareness program for female employees of the Company and no complaints pertaining tosexual harassment were reported to the ICC of the Company. Company and/or Committee didnot receive any complaint during the financial year under review.

The following is a summary of sexual harassment complaints received and disposed ofduring the year: (a) Number of complaints pending at the beginning of the year: Nil (b)Number of complaints received during the year: Nil (c) Number of complaints disposed offduring the year: Not Applicable (d) Number of cases pending at the end of the year: NotApplicable

Corporate Insolvency Resolution proceedings initiated under the Insolvency andBankruptcy Code 2016 (IBC):

Following are the details of applications filed under corporate insolvency resolutionproceedings by operational creditors against the Company :

Sr. No. Operational Creditor Subject of application Date of Notice & Litigation Status & Authority Amount (in Rs. Crore)
1. MITC Rolling Mills Pvt. Ltd. Operational Dues payable by Company June 03 2017 Sub-judice with National Company Law Tribunal Mumbai 0.23
2. Vitson Steel Operational Dues payable by Company March 27 2019 Sub-judice with National Company Law Tribunal Mumbai 0.85

Following are the details of application filed under corporate insolvency resolutionproceedings by the Company against a debtor under the IBC:

Sr. No. Operational Creditor Subject of application Date of Notice & Litigation Status & Authority Amount (in Rs. Crore)
1. Sankalp Siddhi Developers Operational dues payable by the Developer April 01 2019 Sub-judice with National Company Law Tribunal Mumbai 12.4

Significant & Material Orders passed by Regulators or Courts or Tribunals:

There are no significant material orders passed by the Regulators or Courts orTribunal which would impact the going concern status of the Company and its futureoperations. However Members attention is drawn to the Statement on Contingent Liabilitiesand commitments in the Notes forming part of the Financial Statement.

Disclosure under Section 197(14) of the Act:

There is no receipt of any remuneration or commission from any of its SubsidiaryCompanies by the Managing Director or the Whole-Time Director of the Company.

Acknowledgments and Appreciation:

Your Directors take this opportunity to place on record their sincere appreciation forthe co-operation and assistance the Company has received from Financial Institutions andvarious Government Departments. The Board also places on record its appreciation of thedevoted services of the employees support and co-operation extended by the valuedbusiness associates and the continuous patronage of the clients of the Company.

For and on behalf of the Board
Mr. Rahul R. Katyal Mr. Rohit R. Katyal
Date: July 19 2019 Managing Director Executive Director & CFO
Place: Mumbai DIN: 00253046 DIN: 00252944

.