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Godawari Power & Ispat Ltd.

BSE: 532734 Sector: Metals & Mining
NSE: GPIL ISIN Code: INE177H01013
BSE 10:08 | 18 Jun 453.00 -0.25
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NSE 09:59 | 18 Jun 453.05 0.90
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OPEN 452.05
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VOLUME 2832
52-Week high 623.00
52-Week low 90.00
P/E 8.57
Mkt Cap.(Rs cr) 1,596
Buy Price 452.05
Buy Qty 25.00
Sell Price 453.00
Sell Qty 20.00
OPEN 452.05
CLOSE 453.25
VOLUME 2832
52-Week high 623.00
52-Week low 90.00
P/E 8.57
Mkt Cap.(Rs cr) 1,596
Buy Price 452.05
Buy Qty 25.00
Sell Price 453.00
Sell Qty 20.00

Godawari Power & Ispat Ltd. (GPIL) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the 18th Annual Report on the business &operations of the Company together with the Standalone and Consolidated Audited Statementof Financial Accounts for the year ended 31st March 2017.

1. HIGHLIGHTS OF PERFORMANCE

Standalone Operations:

Standalone Net Sales for the year was ` 1546.02 Crores as compared to net sales of `1538.89 crores achieved during previous financial year.

Standalone EBITDA for the year was ` 176.88 Crores as compared to ` EBITDA of ` 161.66Crores achieved in previous financial year.

Standalone net loss after tax was ` 77.44 Crores as compared to net loss of ` 48.23Crores in previous year.

Consolidated Operations:

Consolidated net sales for the year decreased by 8.86% to ` 1804.41 Crore as comparedto ` 1979.73 Crore in

F.Y 2015-16;

Consolidated EBITDA for year increased by 29.67% to ` 306.05 Crores as compared toEBITDA of ` 236.03 crores achieved in previous financial year.

Consolidated loss after tax during the year decreased to ` 73.62 Crore as compared tonet loss after tax of ` 99.85 Crore in FY16.

2. FINANCIAL RESULTS

` in Crores
Particulars

Standalone

Consolidated

2016-17

2015-16

2016-17

2015-16
Net Sales Turnover 1546.02 1538.89 1804.41 1979.73
Other Income 13.74 12.27 15.30 18.90
Total Revenue 1559.76 1551.16 1819.71 1998.63
Operating expenses 1382.88 1389.50 1513.66 1762.60
Profit before Interest Depreciation Tax and Amortization 176.88 161.66 306.05 236.03
(EBIDTA)
Finance Costs 176.70 163.18 259.14 252.00
Depreciation and amortization expenses 78.19 73.08 120.08 126.49
Add: Share of Profit/(Loss) of Associates & Joint Ventures -- -- 0.27 (04.51)
(after tax)
Profit/(Loss) Before Taxation (78.01) (74.60) (72.90) (146.97)
Taxation (including Deferred Tax) (0.57) (26.37) 0.72 (47.13)
Profit/(Loss) after Taxation (PAT) (77.44) (48.23) (73.62) (99.84)
Other Comprehensive Income (0.16) (0.29) (0.10) 0.31
Total Comprehensive Income for the period comprising profit/ (loss) & other comprehensive income for the period (77.60) (48.52) (73.72) (99.53)

3. INDIAN ACCOUNTING STANDARD

The Ministry of Corporate Affairs (MCA) on February 16 2015 notified that IndianAccounting Standards (Ind AS) are applicable to certain classes of companies from April 12016 with a transition date of April 1 2015. Ind AS has replaced the previous Indian GAAPprescribed under Section 133 of the Companies Act 2013 ("the Act") read withRule 7 of the

Companies (Accounts) Rules 2014. Ind AS is applicable to the Company from April 12016. The reconciliations and descriptions of the effect of the transition from previousGAAP to Ind AS have been set out in Note 3.1 & 3.2 in the notes to accounts in thestandalone financial statement and consolidated financial statement.

4. REVIEW OF PERFORMANCE

The financial year 2016-17 was yet another challenging year for the iron & steelIndustry Indian & global economy. Although the India's GDP growth was better ascompared to other Asian economies the domestic infrastructure capital goods andmanufacturing sectors continued to suffer resulting into lower demand for commodities likesteel. The steel industry in general suffered during the year under review on account oflower demand excess supply from domestic and global players. The supply of raw materialalso surpassed the demand in view of excess capacity in domestic & global marketsleading to fall in cost of input like iron ore & coal. Due to improvement in globalsteel prices consequent upon improvement in Chinese markets on account of various measurestaken by Chinese Government like phasing out of high polluting steel plants etc thefinished steel prices bottomed out and saw gradual improvement from Q2FY17 resulting intogradual improvement in steel industry's financial performance in general and yourCompany's performance in particular leading to flat financial performance for the wholeyear as compared to previous financial year. However in the last quarter the realizationsfor the steel and iron ore pellets were better due to global demand. Your Company'soperating margins increased from 10.62% in FY16 to 15.23% FY17.

Stand-alone Operations:

The performance of your Company during the year under review remained sluggish underthe prevailing circumstances and overall slowdown in demand growth.

The highlights of the financial performance for the year are as under:

a) Net Sales Revenue increased by 0.46% to ` 1546.02 crores from ` 1538.89 croresrecorded in previous year. The top line has contracted mainly on account of fall in pricesof finished goods despite highest ever production achieved by the Company in couple ofdivisions.

b) Operating Profit increased to 11.34% from 10.42% achieved in previous year. c) TheCompany registered Net Loss of ` 77.44 crores as against net Loss after tax of ` 48.23crores during the previous year. The higher net loss compared to previous year was mainlyon account of deferred tax adjustment.

Consolidated Operations: a) Net sales revenue during the FY 2016-17 decreased by8.86% to ` 1804.41 crores from ` 1979.73 crores recorded in previous year.

b) EBITDA Margins increased by 29.67% to ` 306.05 crores from ` 236.03 crores duringprevious year. c) The Company registered Loss before tax of ` 78.01 crores as against Lossbefore tax of ` 74.60 crores during the previous year. The detailed performance andfinancial review has been given in the Annexure to the Directors Report titled"Management Discussion and Analysis".

5. DEBT RESTRUCTURING & SHARE CAPITAL

On account of cash-flow-mismatch due to fall in operating margins during past twoyears the Company defaulted in repayment of debt to the bank during the period underreview. Based on Company's request the Lenders of the company have in the joint lendersforum ("JLF") held on January 18 2017 in terms of the RBI Circular agreed forimplementing a Corrective Action Plan (CAP) and accordingly decided to restructure theexisting debt facilities As per the terms and conditions of the above restructuringpackage Promoters of the Company were to bring

` 31 crores by way of equity in the Company.

Accordingly Promoters and persons acting in concert with the Promoters have subscribedto 2480000 equity shares of ` 10/- at a premium of ` 115/- per share pursuant to theapproval of Shareholders of the company in the Extra Ordinary General Meeting held on 6thMarch 2017 for issue and allotment of 2480000 equity shares of ` 10/- each at a premiumof ` 115/- per share on preferential basis to the Promoters and promoters group of thecompany. The price was determined pursuant to the provisions of Chapter VII of SEBI (ICDR)Regulations 2009. The allotment of the aforesaid shares has been done on 21.03.2017 as aresult of which the paid up Equity Share Capital has been enhanced from ` 32.756 crores to` 35.236 crores and said shares have been listed with both BSE and NSE. None of theDirectors of the Company hold convertible instruments of the Company.

6. DEPOSITS

The Company has not accepted any deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.

7. TRANSFER TO RESERVES

Your Company did not transfer any amount to the General Reserves Account during theFinancial Year 2016-17 since company has incurred losses.

8. DIVIDEND

In view of the significant drop in operating performance & in order to conserve theresources the Board of Directors of the Company have not recommended payment of anydividend for the year under review.

9. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 125 of the Companies Act 2013 relevant amountswhich remained unpaid or unclaimed for a period of seven years have been transferred bythe Company from time to time on due dates to the Investor Education and ProtectionFund. Pursuant to the provisions of Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with Companies) Rules 2012 theCompany has uploaded the details of unpaid and unclaimed amounts lying with the Company ason September 20 2016 (date of last Annual General Meeting) on the Company's website (www.godawaripowerispat.com) as also on the Ministry of Corporate Affairs' website.

10. EXPANSION/NEW PROJECTS:

The capital expenditure planned under earlier capex plan for modernization of SMSdivision etc. have since been completed and Company has deferred the capex plan forsetting up rolling mill.

11. CHANGES IN NATURE OF BUSINESS:

The Company has been engaged in the business of manufacturing the trading of Iron OrePellets Sponge Iron Steel Billets HB Wires and generation of Power. There is no changein the nature of Business of the Company during the Financial Year 2016-17.

12. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

There are no materials changes and commitments affecting the financial position of thecompany occurred between the 01.04.2017 to the date of this report. Your Company haspledged 4113150 equity shares of ` 10/- held in

Ardent Steel Ltd (representing 38.93% of paid up share capital of the Company) and11800000 equity shares of

` 10/- each held in Godawari Energy Ltd with lenders of the Company and its subsidiarypursuant to stipulations in the Restructuring Package of your Company and your Company'ssubsidiary Company namely Ardent Steel Ltd.

13. CHANGES IN STATUS OF SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES:

Pursuant to debt restructuring package of Ardent Steel Ltd Company's subsidiaryapproved by the JLF and as per the stipulation made in the said restructuring packageyour company has subscribed 565000 equity shares of `

10/- each being 5.35% of total paid-up capital of Ardent

Steel Limited (ASL) at a premium of ` 50/- per share on 27.03.2016. Consequently theCompany's shareholding in ASL has increased from 75% to 76.34% and ASL continues to be asubsidiary of Company. During the year under review your Company has exercised the rightof conversion on 3100000 Optionally Convertible Cumulative Preference Shares (OCCPSs) of` 100 each into equal number of equity shares of ` 10/- each at a premium of ` 90/- pershare as per the terms and conditions of issue and allotment of respective OCCPS held inGodawari Green Energy Limited (GGEL) a subsidiary of the Company. At the same time M/s.Shiv-Vani Energy Limited an investor in GGEL has also converted its holdings of 5600000OCCPSs of ` 100 each in to equal number of Equity shares of ` 10/- each at a premium of `90/- per share.

Consequent upon allotment of equity shares by Godawari Green Energy Limited uponconversion of OCCPSs the shareholding of your Company has gone down from

100% to 76.12% in GGEL. However GGEL continues to be subsidiary of our Company.

None of the other companies has either become Subsidiary

/ Associate of the Company other than the existing Subsidiaries / Associates or hasceased to be Subsidiary

/ Associate of the Company during the Financial Year 2016-17. Your Company hasalso not entered into any new Joint Venture nor terminated any existing Joint Ventureduring the Financial Year 2016-17.

14. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND JOINT VENTURE COMPANIES:

The performance and financial position of the company's subsidiaries namely ArdentSteels Limited Godawari Green Energy Limited Associate Companies namely Jagdamba Power& Alloys Limited and Hira Ferro Alloys Limited and Joint Venture Companies namelyRaipur Infrastructure Company Limited for the Financial Year 2016-17 are given in ANNEXURE01. The other Subsidiary/Associate/Joint Venture Companies namely Godawari EnergyLimited Godawari Clinkers and Cement Limited Krishna Global Minerals Limited andGodawari Integrated Steels (India) Limited and Chhattisgarh Captive Coal Mining Limitedhave not yet started their operations.

15. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) read with Rule 5 (1) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the company is given in ANNEXURE 02. The Statement showing the names and otherparticulars of the employees of the company as required under Rule 5 (2 &3) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notrequired to be furnished since none of the employees of the company has receivedremuneration in excess of the remuneration mentioned in the above mentioned Rule5 (2) during the financial year 2016-17.

16. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONS:

During the year under review the Board of Directors in its meeting held on 28.05.2016has re-appointed Shri Abhishek Agrawal and Shri Vinod Pillai as Whole-time Directors for aperiod of 5 years w.e.f. November 09 2016 and June 01 2016 respectively.

None of the other Directors or Key Managerial Persons has been appointed or resignedduring the Financial Year 2016-17. In accordance with the provisions of Section 152(6) (c)of the Companies Act 2013 and the Company's Articles of Association Shri Vinod PillaiDirector of the Company retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for reappointment.

17. CONSTITUTION OF CSR COMMITTEE CSR POLICY AND INITIATIVES:

The CSR Committee consists of three directors including one Independent Director. TheCSR Committee has formulated a CSR policy of the Company for undertaking the activities asspecified in Schedule VII to the Companies Act 2013. The Said policy has been approvedand adopted by the Board of directors of the Company the contents of which have beendisplayed on the company's website and also given in the Annual Report on CSR activities.(Web link: www.godawaripowerispat.com) The Annual Report on CSR activities initiated andunder taken by the Company during the Financial Year 2016-17 is annexed herewith as an ANNEXURE-03.

18. AUDIT COMMITTEE COMPOSITION:

The Audit Committee consists of four directors including three Independent Directorsand one Non-Executive Director all having financial literacy.

19. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors make the following statements in terms of Section 134(3)(c) of theCompanies Act 2013 based on the representations received from the operating managementand Chief Financial Officer of the company: a) That in the preparation of the annualaccounts the applicable accounting standards have been followed along with properexplanation relating to material departures; b) That your Directors have selected suchaccounting policies and applied them consistently and made judgment and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company at the end of the financial year and of the profit of the company for thatperiod; c) That your Directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of your company and for preventing and detecting fraud and otherirregularities; d) That your Directors have prepared the annual accounts on a goingconcern basis; e) That your Directors had laid down proper internal financial controls tobe followed by the company and that such financial controls are adequate and wereoperating effectively; f) That your Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

20. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:

All independent directors of the Company have given declarations as required under theprovisions of section 149 (7) of the Companies Act 2013 stating that they meet thecriteria of independence as laid down under section 149(6) of the Companies Act 2013 andClause 16(1) (b) of the Listing Agreement.

21. NUMBER OF MEETINGS OF BOARD:

During the year five Board Meetings and four Audit Committee Meetings were convened andheld the details of which are given in the Corporate Governance Report.

22. AUDITORS: Statutory Auditors

M/s O.P. Singhania and Co. Chartered Accountants Auditors of the Company hold officeuntil the conclusion of the forthcoming Annual General Meeting and pursuant to section 139of the Companies Act 2013 and Rule 6 of the Companies (Audit and Auditors) Rules2014they being ineligible for re-appointment have not offered themselves for reappointment.The Audit Committee considering the qualifications and experience of M/s. JDS & CO.Chartered Accountants (Firm Regn. No.018400C) has recommended their appointment asStatutory Auditors of the company for the period from the conclusion of ensuing AnnualGeneral Meeting to be held in the year 2017 to the conclusion of Annual General Meeting tobe held in the year 2022. The Company has received a certificate from

M/s. JDS & CO. to the effect of their appointment if made would be within thelimits prescribed under Section 141 (3) (g) of the Companies Act 2013 and that they arenot disqualified for re-appointment and also satisfies the criteria as mentioned underSection 141 and they have obtained peer review certificate as required under SEBIGuidelines for appointment of Statutory Auditors of listed companies.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Record and Audit) Amendment Rules 2014 M/s Sanat Joshi & Associateshas been appointed as cost auditors for conducting Cost Audit for the financial year2016-17.

Internal Auditors

M/s. JDS & Co Chartered Accountants were appointed as Internal Auditors for the FY2016-17.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Jain Tuteja & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportis annexed herewith as "ANNEXURE 04".

23. AUDITOR'S REPORTS

Statutory Auditors

There are no qualifications reservations adverse remarks or disclaimers in thestatutory Auditor's Report on the Financial Statements of the company for the financialyear 2016-17 and hence does not require any explanations or comments.

Secretarial Audit

There are no qualifications reservations adverse remarks or disclaimers in theSecretarial Auditor's Report on Secretarial and other applicable legal compliances to bemade by the company for the financial year 2016-17 and hence does not require anyexplanations or comments.

24. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during thefinancial year 2016-17 were on arms length basis and were in the ordinary course ofbusiness. There are no materially significant related party transactions made by thecompany with promoters directors key managerial personnel or related parties which mayhave a potential conflict with the interest of the company at large.

25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of Loans given Investments made and corporate guarantees extended bythe company as covered under the provisions of Section 186 of the Companies Act 2013 aregiven in Standalone Financial Statements (Ref. Notes 6 13 & 33).

26. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 isannexed herewith as "ANNEXURE 05"

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the company and its future operations.

28. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.

29. ENERGYCONSERVATIONTECHNOLOGYABSORPTION

AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "ANNEXURE06".

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors have established ‘Whistle Blower Policy' and ‘Code ofConduct' for the directors & employees of the Company as required under the provisionsof Sec. 177 of the Companies Act 2013 read with Rule 7 of the Companies (Meeting of Boardand its powers) Rules 2014 and the then Clause-22 of the Listing Agreement.

The said Policy has been properly communicated to all the directors and employees ofthe Company through the respective departmental heads and the new employees shall beinformed about the Vigil Policy by the Personnel Department at the time of their joining.

31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system commensurate with the size and scale andcomplexity of its operations.

The scope and authority of Internal Audit functions have been defined in the InternalAudit Charter to maintain its objectivity and independence the Internal Audit functionsreports to the Chairman of the Audit Committee of the Board. The Internal Audit departmentmonitors and evaluates the efficacy and adequacy of internal control system in thecompany its compliance with operating system accounting procedures and policies of thecompany and its subsidiaries. Based on the report of the Internal Auditors process ownersundertake corrective actions in their respective areas and thereby strengthen the control.Significant Audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.

32. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy to identify and evaluate businessrisks associated with the operations and other activities of the Company and formulatedrisk mitigations strategies.

33. NOMINATION AND REMUNERATION POLICY

Company's Policy on Directors appointment and Remuneration including criteria fordetermining qualification positive attributes independence of directors and othermatters provided under section 178(3) of the Companies Act 2013 is attached herewith as

ANNEXURE 07

34. ANNUAL EVALUATION OF BOARD ETC.

The Nomination and Remuneration Committee has formulated criteria for evaluation of theperformance of the each of the directors of the company. On the basis of said criteriathe Board and all its committees and directors have been evaluated by the Board of thedirectors and Independent Directors of the Company.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Work Place (Prevention Prohibition andRedressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (Permanent ContractualTemporary Training) are covered under this Policy. However no complaints has beenreceived during the year 2016-17.

36. CORPORATE GOVERNANCE

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section on corporate governance practicesfollowed by the Company together with a certificate from the Company's Auditorsconfirming compliance forming an integral part of this Report is given as ANNEXURE 08.

37. ACKNOWLEDGEMENTS

The Board expresses its sincere gratitude to the shareholders bankers State andCentral Government authorities and the valued customers for their continued support. TheBoard also wholeheartedly acknowledges and appreciates the dedicated efforts andcommitment of all employees of the Company.

For and on behalf of Board of Directors

CHAIRMAN

Place: Raipur Date: 30.05.2017

ANNEXURE-01

AUDITED FINANCIAL RESULTS FOR THE YEAR ENDED ON 31ST MARCH 2017

Particulars Subsidiary Associate Joint Venture
Godawari Green Energy Ltd. Ardent Steel Ltd. Krishna Global Minerals Limited Godawari Integrated Steels (India) Limited Godawari Clinkers and Cement Limited Godawari Energy Limited Hira Ferro Alloys Ltd. Jagdamba Power and Alloys Ltd. Godawari Natural Resources Limited Raipur Infrastructure Company Ltd.
31.03.2017 31.03.2017 31.03.2017 31.03.2017 31.03.2017 31.03.2017 31.03.2017 31.03.2017 31.03.2017 31.03.2017
Audited Audited Audited Audited Audited Audited Audited Audited Audited Audited
1 (a) Revenue from Operations (Gross) 11134.63 14707.49 0.00 0.00 0.00 0.00 19953.03 0.00 0.00 379.58
(b) Other Income 218.86 48.47 0.00 0.00 0.32 3.42 673.67 509.15 0.44 35.08
Total 11353.49 14755.96 0.00 0.00 0.32 3.42 20626.70 509.15 0.44 414.66
2 Expenditure
a) (Increase)/decrease in inventories of finished goods work in progress stock in trade and traded goods (4.72) (163.30) 0.00 0.00 0.00 0.00 (15.87) 0.00 0.00 0.00
b) Cost of raw material and component consumed 0.00 5528.01 0.00 0.00 0.00 0.00 13745.40 0.00 0.00 0.00
c) Excise Duty on sales 0.00 2.90 0.00 0.00 0.00 0.00 1394.94 0.00 0.00 0.00
d) Employees Benefit Expenses 540.02 473.16 0.00 0.00 0.00 12.10 829.69 15.65 0.00 21.44
e) Finance Costs 6243.66 2160.85 0.00 0.00 0.00 0.00 626.44 25.79 0.00 0.01
f) Depreciation & Amortisation 3076.06 1114.46 0.00 0.00 0.00 0.00 644.21 200.12 0.00 67.02
Expenses
g) Other Expenditure 566.63 6118.16 0.81 14.41 0.92 1.04 2809.05 279.57 4.60 272.45
Total 10421.65 15234.24 0.81 14.41 0.92 13.14 20033.86 521.13 4.60 360.92
3 Profit/(Loss) from ordinary activities before exceptional items and Tax (1-2) 931.84 (478.28) (0.81) (14.41) (0.60) (9.72) 592.84 (11.98) (4.16) 53.74
4 Exceptional items 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
5 Profit/(Loss) from ordinary activities before tax (3-4) 931.84 (478.28) (0.81) (14.41) (0.60) (9.72) 592.84 (11.98) (4.16) 53.74
6 Tax Expenses
Current Tax 206.97 0.00 0.00 0.00 0.00 0.00 120.87 50.08 0.00 10.12
Deferred Tax 76.49 (155.53) 0.00 0.00 0.00 0.00 178.31 (50.64) 0.00 (7.60)
Tax related to earlier year 0.00 0.95 0.00 0.00 0.00 0.00 0.00 1.71 0.00 (62.53)
7 Net Profit/(Loss) from ordinary Activities after tax (5-6) 648.38 (323.70) (0.81) (14.41) (0.60) (9.72) 293.66 (13.13) (4.16) 113.75
8 Other Comprehensive income for the year net of tax Items that will not be reclassified to profit or loss
Re-measurement gain/(loss) on defined benefit plans net of tax 5.84 0.66 0.00 0.00 0.00 0.00 13.23 0.00 0.00 0.00
Equity instruments through other comprehensive income 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 (53.71)
Items that will be reclassified to profit or loss
Profit/(loss) on fair value of financial assets net of tax 0.00 0.22 0.00 0.00 0.00 0.00 (102.13) 0.65 0.00 17.43
9 Total comprehensive Income for 654.22 (322.82) (0.81) (14.41) (0.60) (9.72) 204.76 (12.48) (4.16) 77.47
the year net of tax
10 Paid up equity share capital (face value of shares of ` 10/- each) 2344.70 1056.50 5.00 5.00 5.00 2300.00 1958.85 999.57 5.00 39.24
11 Other Equity 22354.90 4616.51 (3.58) (15.30) (1.40) 536.61 10623.91 8408.00 (3.47) 1822.51
12 Earning Per Share
(a) Basic & Diluted EPS before Extra 2.77 (3.12) (1.62) (28.82) (1.21) (0.04) 1.50 (0.13) (8.32) 19.74
Ordinary Items
(b) Basic & Diluated EPS after Extra 2.60 (3.12) (1.62) (28.82) (1.21) (0.04) 1.50 (0.13) (8.32) 19.74
Ordinary Items

ANNEXURE-02 TO DIRECTORS' REPORT

1. The Ratio of the remuneration of each Director to the Median Remuneration of theemployees of the company for the financial year 2015-16:

Name of Director Designation Remuneration Median Remuneration (MR) Ratio No. of times to MR
`
Mr. Biswajit Choudhuri Independent Director 260000 216630 1.20
Mr. Shashi Kumar Independent Director 200000 216630 0.92
Mr. B. N. Ojha Independent Director 110000 216630 0.51
Mr. Harishankar Khandelwal Independent Director 175000 216630 0.81
Ms. Bhavna G. Desai Independent Director 180000 216630 0.83
Mr. B. L. Agrawal Managing Director 6000000 216630 27.70
Mr. Abhishek Agrawal Executive Director 1800000 216630 8.31
Mr. Dinesh Agrawal Executive Director 1800000 216630 8.31
Mr. Vinod Pillai Executive Director 1084000 216630 5.00

2. The percentage increase in remuneration of each Director CFO CEO CompanySecretary for the financial year 2015-16 as compared to 2014-15:

Name of Director Desgination

Remuneration 2015-16

Remuneration 2016-17 % increase/ (Decrease)

`

`
Mr. Biswajit Choudhuri Independent Director 520000 260000 -50.00
Mr. Shashi Kumar Independent Director 400000 200000 -50.00
Mr. B. N. Ojha Independent Director 495000 110000 -77.78
Mr. Harishankar Khandelwal Independent Director 455000 175000 -61.54
Ms. Bhavna G. Desai Independent Director 380000 180000 -52.63
Mr. B. L. Agrawal Managing Director 6000000 6000000 0.00
Mr. Abhishek Agrawal Executive Director 1800000 1800000 0.00
Mr. Dinesh Agrawal Executive Director 1800000 1800000 0.00
Mr. Vinod Pillai Executive Director 1080000 1084200 0.39
Mr. Sanjay Bothra CFO 4522937 3437757 -23.99
Mr. Y. C. Rao CS 2397536 2451012 2.23

3. There is no increase in the remuneration paid to the Directors CFO CEO and CS inthe financial year 2016-17 .

4. No. Of permanent employees on rolls of the company as on 31.03.2016 is 1897.

5. Explanation on the relationship between average increase in remuneration and thecompany's performance: No increament has been given to any of the Directors and KeyManagerial Personnel.

6. Comparision of remuneration of the Key Managerial Personnel against the company'sperformance: No increment has been given to any of the Key Managerial Personnel in view ofadverse economic conditions of the company.

7. Variation in the market capitalisation of the Company price earning ratio as on31.03.2017 and 31.03.2016 and percentage increase over decrease in the market quotationsof the shares of the Company in comparison to the rate at which the Company came out withthe last public offer:

Particulars

as on 31.03.2017

as on 31.03.2016 Variation
Market Capitalisation as on 31.03.2017(` in Crores) 415.61 174.92 240.69
P/E. Ratio (4.83) (2.76) (2.07)
Last Public Offer price(per share) 81 81
Market Price per share 117.95 53.40 64.55
percentage increase in market price (per share) 120.88

8. Average percentile increase already made in the salaries of the employees other thanKMPs in the FY 2016-17 and its comparison with the percentile increase in the managerialremuneration and justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration: Not applicable since noincreaments have been given to managerial personnel.

9. Comparison of the remuneration each of the Key Managerial Personnel against theperformace of the Company:

Name Designation

Remuneration `

Gross Turnover

% of Rem.

In 2016-17

in 2016-17

To TO
Mr. B. L. Agrawal Managing Director 6000000 17493954337 0.03
Mr. Abhishek Agrawal Executive Director 1800000 17493954337 0.01
Mr. Dinesh Agrawal Executive Director 1800000 17493954337 0.01
Mr. Vinod Pillai Executive Director 1084200 17493954337 0.01
Mr. Sanjay Bothra CFO 3437757 17493954337 0.02
Mr. Y. C. Rao CS 2451012 17493954337 0.01

10. The key parameters for any variable component of remuneration availed by thedirectors; N.A.

11. The ratio of the remuneration of the highest paid director to that of the employeewho are not directors but receive remuneration in excess of the highest paid directorduring FY 2015-16: N.A

12. Affirmation:

It is hereby affirmed that the remuneration is as per the remuneration policy of theCompany.