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Mahamaya Steel Industries Ltd.

BSE: 513554 Sector: Metals & Mining
NSE: MAHASTEEL ISIN Code: INE451L01014
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OPEN 117.65
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VOLUME 37
52-Week high 221.00
52-Week low 72.30
P/E 30.30
Mkt Cap.(Rs cr) 149
Buy Price 110.25
Buy Qty 1.00
Sell Price 109.70
Sell Qty 2030.00
OPEN 117.65
CLOSE 109.70
VOLUME 37
52-Week high 221.00
52-Week low 72.30
P/E 30.30
Mkt Cap.(Rs cr) 149
Buy Price 110.25
Buy Qty 1.00
Sell Price 109.70
Sell Qty 2030.00

Mahamaya Steel Industries Ltd. (MAHASTEEL) - Director Report

Company director report

To

The Member of

Mahamaya Steel Industrial Limited

Your Directors have pleasure in presenting the 31st Annual Report togetherwith audited accounts of your Company for the year ended 31st March 2019.

1. FINANCIAL RESULTS (Rs. In Lacs)

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Revenue from Operations 46517.06 0291.22 46517.06 30291.22
Other Income 211.84 172.80 211.84 172.80
Total Revenue 46728.90 30464.02 46728.90 30464.02
Profit/Loss before Finance Cost 1028.72 1118.62 2269.25 1157.81
Depreciation & Amortization Expense and Tax Finance Cost 1118.62 1157.81 1118.62 1157.81
Profit/(Loss) before Depreciation & Tax 1355.51 1114.44 1355.51 1114.44
Depreciation 632.81 669.45 632.81 669.45
Profit/(Loss) before Tax & Exceptional Items 722.70 441.99 722.70 441.99
Add: Exceptional Items (1.49) (3.58) (1.49) (3.58)
Profit/(Loss) before Tax 721.20 438.41 721.20 438.41
Share of Profit/(loss) of Associates - - (24.59) (17.29
Provision for Tax
Less: Current Tax 148.00 86.52 148.00 86.52
Deferred Tax (37.15) 98.49 (37.15) 98.28
Net Profit / (Loss) after Tax 610.35 253.40 585.76 236.33
Other Comprehensive Income 5.00 6.76 5.00 6.76
Total Comprehensive Income 615.35 260.16 590.76 243.08
Face Value per Equity 10 10 10 10
Earnings Per Share (in Rs.)
Basic 4.50 1.87 4.32 1.74
Diluted 4.50 1.87 4.32 1.74

2. RESULTS OF OPERATION AND STATE OF COMPANY'S AFFAIRS

The Company has earned revenue from operation of Rs. 46517.06 Lacs during the yearended on 31st March 2019 as against Rs. 30291.22 Lacs earned during theprevious year ended on 31st March 2018 giving a significant growth of 53.57%as compared to previous year. The Company has also earned other income of Rs 211.84 Lacsduring the year under review as against Rs. 172.80 Lacs earned during the previous year.The Company earned Profit Before Tax (PBT) of Rs. 721.20 Lacs during the year ended on 31stMarch2019 against Rs. 438.41 Lacs of previous year ended on 31st March 2018. TheCompany earned Profit After Tax (PAT) of Rs. 610.35 Lacs during the year ended on 31stMarch 2019 against Rs. 253.40 Lacs of previous year ended on 31stMarch 2018.

There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of Financial Year 2018-19 and the date of thisreport.

3. DIVIDEND & RESERVES

The Directors have decided to consolidate Company's finances during the current year.As a result the Directors do not recommend any Dividend on Equity Shares for thefinancial year ended 31st March 2019.

During the year under review no transfer is proposed to the General Reserve. An amountof Rs. 615.35 Lacs is proposed to be retained as Surplus in the Statement of Profit andLoss.

4. REDEMPTION OF PREFERENCE SHARES

During the year under review as per the terms of Issue 2200000 8% Redeemable NonConvertible Non Cumulative Preference Shares which is due to be redeemed has beenredeemed aggregating to Rs. 22000000 being the redemption of first tranch.

5. SHARE CAPITAL

During the financial year under review there is change in the debt component of ShareCapital due to redemption of 2200000 8% Redeemable Non Convertible Non CumulativePreference Shares. Futher there is no change in Equity Component of Share Capital.

6. CHANGE IN THE NATURE OF BUSINESS

During the year under review there are no changes in the nature of the business of theCompany.

7. SUBSIDIARIES ASSOCIATE AND JOINT VENTURE COMPANIES & CONSOLIDATED FINANCIALSTATEMENTS

As on 31st March 2019 the company have one associate M/s Abhishek SteelIndustries Limited and do not have any subsidiary and Joint Venture Companies. During theyear under

review no other Company became or ceased to become Subsidiary Joint Venture orAssociate Company. As per Regulation 33 of the Securities and Exchange Board Regulations2015 (hereinafter referred to as "Listing Regulations") and Section 129(3) ofthe Companies Act 2013 read with the Rules issued thereunder the Consolidated FinancialStatements of the Company for the Financial Year 2018-19 have been prepared in compliancewith applicable accounting standards and on the basis of audited financial statement ofthe Company its associate Company as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors' Report form part ofthis Annual Report.

Further a statement containing the salient features of the financial statement of ourassociate in the prescribed format AOC-1 is appended as Annexure-A to the Director'sReport.

The audited financial statements including the consolidated financial statements andrelated information of the Company and audited accounts of each of its associates areavailable on our website www.mahamayagroup.in . These documents will also be available forinspection during business hours at registered office of the Company.

8. SEGMENT REPORTING

The Company is engaged in the Steel Structural business only and therefore there isonly one reportable segment in accordance with the Indian Accounting Standard (Ind AS) 108Operating Segments.

9. QUALITY

Your Company has continued emphasis on Research & Development. A dedicated QualityAssurance team is monitoring product quality. Your Company strives to be industry leaderby adopting modern technology.

10. INSURANCE

All assets of the Company including Building Plant & Machinery Stocks etc.wherever necessary and to the extent required have been adequately insured.

11. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors and the InternalAuditors of the Company on the inefficiency or inadequacy of such controls.

12. 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 been dulyfollowed by the Company.

13. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

All related party transactions contracts or arrangements that were entered intoduring the financial year under review were on an arms-length basis and in the ordinarycourse of business. The Company has adhered to its Policy on Related Party Transactionsand Materiality of Related Party Transactions while pursuing all Related Partytransactions.

Further during the year the Company had entered into contract/ arrangement /transaction with related parties which are material in accordance with SEBI LODRRegulations and with the policy of the Company on materiality of related partytransactions for that prior approval was taken in the last AGM via Special Resolution.

Information on transactions with related parties pursuant to section 134(3)(h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure-B inForm AOC-2 and the same forms part of this report.

Further Company has put up a Special Resolution in the Notice of the ensuing AGM forthe Shareholder's approval in order to enter in to transaction with related parties whichmay result in material transaction in terms of SEBI LODR Regulations and with the policyof the Company on materiality of related party transactions

14. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Particulars of Loans Guarantees and Investments covered under section 186 of theCompanies Act 2013 form part of the notes to the Financial Statements provided in thisAnnual Report.

15. RECLASSIFICATION OF PROMOTER & PROMOTER GROUP CATEGORY TO PUBLIC CATEGORY

During the year under review certain persons Mr. Nitin Agrawal Mr. Ravi Agrawal Mrs.Neha Agrawal & Anand Agrawal HUF has been reclassified from Promoter Group Category toPublic Category vide receipt of approval from the National Stock Exchange of India Limitedand BSE Limited on 1st June 2019 under Regulation 31A of SEBI (ListingObligation & Disclosure Requirements) Regulations 2015.

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are enclosed with this report as Annexure-C.

The Statement of particulars of employees under Section 197(12) read with Rule 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is not provided with as during the financial year under review no employee of the Companyincluding Managing Director was in receipt of remuneration in excess of the limits set outin the said rules.

17. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Company has taken adequate steps to ensure thatall mandatory provisions of Corporate Governance as prescribed under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are complied with a separatesection titled Report on Corporate Governance together with a Certificate from thePracticing Company Secretary forms part of this Report.

A detailed Management Discussion & Analysis forms part of this Report.

18. MEETINGS Board Meetings

During the year Twelve Board Meetings were convened and held the details of which aregiven in the Corporate Governance Report. The maximum interval between any two meetingsdid not exceed 120 days as prescribed in the Companies Act 2013.

Committee Meetings

During the year Ten Audit Committee Meetings Five Nomination & RemunerationCommittee Meetings Four Stakeholders Relationship Committee Meetings & One CorporateSocial Responsibility Committee Meetings were convened and held the details of which aregiven in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

Meeting of Independent Directors

During the year under review the Independent Directors met on 25th March2019 inter alia to:

a) Review the performance of Non Independent Directors and the Board of Directors as awhole;

b) Review the performance of the Managing Director of the Company taking into accountthe views of the Executive and Non Executive Directors.

c) Assess the quality content and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform its duties.

All the Independent Directors were present at this meeting. The observations made bythe Independent Directors have been adopted and put into force.

19. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Directors undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of Independencelaid down in Section 149(6) of the Companies Act 2013and Regulation 16(b) and Regulation25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

20. BOARD EVALUATION

Pursuant to the corporate governance requirements as prescribed in the Companies Act2013 and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board of Directors has carried out an annualevaluation of its own performance Board Committees and of individual directors. In aseparate meeting of independent directors performance of non-independent directorsperformance of the Board as a whole performance of the Committee(s) of the Board andperformance of the Chairman was evaluated taking into account the views of otherdirectors. Performance evaluation of independent directors was done by the entire Boardexcluding the independent director being evaluated

21. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI Regulations the Company has put in place afamiliarization programme for the Independent Directors to familiarize them with theirrole rights and responsibility as Directors the working of the Company nature of theindustry in which the Company operates business model etc. The details of suchfamiliarization programme can be accessed on the Company's website at www.mahamayagroup.in

22. POLICIES

In accordance with the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Companies Act 2013 the Company has formulated andimplemented the following policies. All the Policies are available on Company's website (www.mahamayagroup.in ) under the heading "Policies". The policies are reviewedperiodically by the Board and updated based on need and requirements.

Whistle Blower & Vigil Mechanism Policy

In pursuant to regulation 9A(6) of SEBI (Prohibition of Insider Trading) Regulations2015 the Company has revised Whistle Blower Policy to include in its scope any instancesrelated to Insider Trading and has also provided access to the employees of the Company toreport the instances of leak of Unpublished Price Sensitive Information or suspected leakof Unpublished Price Sensitive Information. The Company has established Vigil Mechanismfor the directors and employees of the Company to report serious and genuine unethicalbehavior actual or suspected fraud and violation of the Company's code of conduct orethics policy. It also provides adequate safeguards against victimization of persons whouse such mechanism and makes provision for direct access to the chairperson of the AuditCommittee in appropriate or exceptional cases. None of the employees of the Company hasbeen denied access to the Audit Committee.

Mrs. Jaswinder Kaur Mission Company Secretary and Compliance Officer of the Companyhas been designated as Vigilance and Ethics Officer for various matters related to VigilMechanism.

Policy for Related Party Transactions

In pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 the Company has revised the Policy on Related Party Transactions. Thepolicy regulates all transactions taking place between the Company and its related partiesin accordance with the applicable provisions.

Code of conduct for Director(s) and Senior Management Personnel

The Company has adopted a Code of Conduct for the Senior Management PersonnelDirectors (executive / non-executive) including a code of conduct for IndependentDirectors which suitably incorporates the duties of Independent Directors as laid down inthe Act.

Risk Management Policy

The Risk Management policy is formulated and implemented by the Company in compliancewith the provisions of the new Companies Act 2013. The policy helps to identify thevarious elements of risks faced by the Company which in the opinion of the Boardthreatens the existence of the Company.

Nomination and Remuneration Policy

In pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 and Companies (Amendment) Act 2017 the Company has revised Nomination& Remuneration Policy. The key changes include inter alia addition of the definitionof senior management along with recommendations about their remuneration.

The Nomination & Remuneration policy provides guidelines to the Nomination &Remuneration Committee relating to the Appointment Removal & Remuneration ofDirectors Key Managerial Personnel and Senior Management. This policy formulates thecriteria for determining qualifications competencies positive attributes andindependence for the appointment of a director (executive / non-executive) and also thecriteria for determining the remuneration of the directors key managerial personnelsenior management and other employees. It also provides the manner for effectiveevaluation of performance of Board its committees and individual directors.

Policy for Determination of Materiality of an Event or Information

In pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 the Company has revised this policy for determination of materialitybased events.

Document Retention & Archival Policy

In pursuant to Regulation 9 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has adopted Document Retention & ArchivalPolicy.

Insider Trading -Code of Conduct

In pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 andSEBI (Prohibition of Insider Trading) (Amendment) Regulations 2019 the Company hasadopted revised Insider Trading Code. The Code provides framework for dealing with thesecurities of Company in mandated manner.

Policy for Procedure of Inquiry in Case of Leak of Unpublished Price SensitiveInformation ("UPSI")

The SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 ("PITAmendment Regulations") mandates every listed company to formulate a written policyand procedures for inquiry in case of leak of unpublished price sensitive information andinitiate appropriate action on becoming aware of leak of unpublished price sensitiveinformation and inform the Board promptly of such leaks inquiries and results of suchinquiries. In pursuant to this regulation the Company has adopted the Policy forProcedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information("UPSI").

Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation was revised pursuant to SEBI (Prohibition of Insider Trading) (Amendment)Regulations 2018 to include therein the policy for determination of "Legitimatepurposes for sharing UPSI".

Corporate Social Responsibility Policy

The Corporate Social Responsibility Policy (hereinafter "CSR Policy) of theCompany has been prepared pursuant to Section 135 of the Companies Act 2013 and the CSRRules. The CSR policy serves as the referral document for all CSR-related activities atthe Company. CSR Policy relates to the activities to be undertaken by the Company asspecified in schedule VII and other amendments/circulars thereon to the Companies Act2013.

23. CORPORATE SOCIAL RESPONSIBILTY

The Company has constituted Corporate Social Responsibility (CSR) Committee incompliance with the provisions of section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014.

The CSR Committee consists of Mr. Rajesh Agrawal as Chairman and Mr. Suresh Prasadgrawal & Mr. Uday Raj Singhania as members.

In last years the provisions of CSR were not applicable on Company from F.Y. 2018-19Profits the provisions became applicable for which the said committee had taken someresolutions in respect of the amount to be spent in CSR Activities during the year2019-20 manner in which amount will be spent etc.

The total amount need to be spend is Rs 965000 (approx) out of which Company hasalready spent some amount on Plantations Cleaning of Water Bodies distribution of WaterFilters & Helmets to Public etc further during the year 2019-20 the Company will tryto spend the remaining amount.

The detailed report for same will be provided in next year Report.

24. PREVENTION OF SEXUAL HARASSMENT

Disclosures in relation to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 have been provided in the Report on CorporateGovernance.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors based on the recommendation of Nomination and RemunerationCommittee appointed Mr. Uday Raj Singhania (DIN 02465416) & Mr. Rajesh Lunia (DIN08441126) as an Additional Director - Independent w.e.f. 22nd September 2018& 4th May 2019 respectively up to the date of ensuing Annual GeneralMeeting.

Accordingly it is proposed to appoint Mr. Uday Raj Singhania as non-retiringIndependent Director of the Company in accordance with Section 149 of the Companies Act2013 and applicable regulation of the Listing Regulations to hold office upto 21stSeptember 2023 i.e. for the tenure of 5 years& is proposed to appoint Mr. RajeshLunia as non-retiring Independent Director of the Company in accordance with Section 149of the Companies Act 2013 and applicable regulation of the Listing Regulations to holdoffice up to 3rd May 2024 i.e. for the tenure of 5 years.

Mrs. Rekha Agrawal (DIN: 07562480) retires by rotation as Director at the ensuingAnnual General Meeting and being eligible offers herself for reappointment.

The proposals regarding the reappointment of the aforesaid directors are placed foryour approval.

Mr. Suresh Prasad Agrawal (DIN-07771685) Mr. Uday Raj Singhania (DIN 02465416) &Mr. Rajesh Lunia (DIN 08441126) are the Independent Directors of the Company.

Mr. Manish Kumar Agrawal (DIN 02822174) & Mr. Atul Garg (DIN 02822051) IndependentDirectors have resigned from the directorship of the Company on 13th October2018 & 25th June 2019 respectively due to other preoccupations. The Boardplaced on record its appreciation for the services rendered by Mr. Manish Kumar Agrawal& Mr. Atul Garg during their tenure of directorships with the Company.

There were no changes in the Key Managerial Personnel of the Company during the yearunder review.

Mr. Rajesh Agrawal Managing Director Mr. Suresh Raman Executive Director & ChiefFinancial Officer and Mrs. Jaswinder Kaur Mission Company Secretary are the KMPs of theCompany as per the provisions of the Act.

26. COMMITTEES OF THE BOARD

Currently the Board has 4 Committees the Audit Committee the Nomination andRemuneration Committee the Stakeholders Relationship Committee & Corporate SocialResponsibility Committee.

Further due to resignation of Mr. Manish Kumar Agrawal & thereafter Mr. Atul GargIndependent Directors from the Board and all Committees of the Board the said Committeeswere reconstituted.

A detailed note on the composition of the Board and its committees is provided in theCorporate Governance Report Section of this Annual Report.

RISK MANAGEMENT:

The Company recognizes that risk is an integral and unavoidable component of businessand is committed to managing the risk in a proactive and efficient manner The Company aspart of business strategy has in place a mechanism to identify assess monitor risks andmitigate various risks with timely action. Risks are discussed at the meetings of theAudit Committee and the Board of Directors of the Company.

27. EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in the prescribed format is appended as Annexure D to the Board's Report.The Extract of Annual Return of the Company for the year ended 31st March 2019is available on the website of the Company at www.mahamayagroup.in>Investor>AnnualReturn

28. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your directors make the following statement in terms ofSection 134 of the Act.

Your Directors state that:

1. In the preparation of the annual accounts for the year ended 31st March2019 the applicable accounting standards have been followed and there are no materialdepartures from the same;

2. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair

view of the state of affairs of the Company as at 31st March 2019 and ofthe profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a 'going concern' basis;

5. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

6. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

29. AUDITORS AND AUDITOR OBSERVATION

STATUTORY AUDITOR

At the Company's 30th Annual General Meeting held on 13th August2018 M/s KPRK & Associates Chartered Accountants Nagpur (Firm Registration No.103051W) has been appointed as the Statutory Auditors of the Company for a term of 3 yearsto hold office from the conclusion of the 30th Annual General Meeting until theconclusion of 33rd Annual General Meeting.

AUDITORS' OBSERVATIONS ON STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

With reference to the Qualification/Observation of the Auditor in Standalone andConsolidated Audit Report Management reply is given below:

Regarding Electricity Duty Exemption

Management's Reply:

The Company is eligible for electricity duty subsidy under the Industrial Policy of thestate of Chhattisgarh. In this regard the company has filed an application to the CGM DICwhich is progressed and presently pending before Commissioner of Industries for itsapproval and its order is awaited. Therefore there is a reasonable certainty regardingultimate collection of the same. So the company has recognized the same as assets in itsbooks of accounts in accordance with the Accounting standards.

COST AUDITOR

Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit record maintained by the Companyis required to be audited. Your Directors had on the recommendation of the AuditCommittee re appointed M/s Sanat Joshi & Associates Cost Accountants (FirmRegistration

no. 000506) Raipur for conducting the cost audit of the Company for Financial Year2019-20. As required under the Companies Act 2013 the remuneration payable to the CostAuditors is required to be ratified by the members of the Company. Accordingly resolutionseeking members ratification for remuneration to be paid to Cost Auditors is included atItem No. 5 of the Notice convening Annual General Meeting.

The Cost audit report for the financial year 2017-18 was filed with the Ministry ofCorporate Affairs SECRETARIAL AUDITOR

The Board has appointed Nitesh Jain Practising Company Secretary as the SecretarialAuditor of your Company to conduct Secretarial Audit for the financial year 2018-19. TheSecretarial Audit Report for the financial year ended 31st March 2019 isannexed herewith marked as Annexure-E to this Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.

30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO.

The Information on conservation of energy technology absorption foreign exchangeearnings and out go which is required to be given pursuant to the provisions of section134(3)(m)of the Companies Act 2013 read with Rule 8(3) of Companies (Account) Rules2014 is annexed hereto marked as Annexure-F and forms part of this report.

31. PAYMENT OF ANNUAL LISTING FEES

The listing fees payable for the financial year 2019-2020 have been paid to BombayStock Exchange and National Stock Exchange within due date.

32. GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save or ESOS.

4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

5. None of the auditors of the Company have reported any fraud as specified under thesecond proviso of Section 143(12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

33. EMPLOYEE RELATIONS

Employee relations throughout the Company were harmonius. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all the employees in advancingthe Company's vision and strategy to deliver good performance.

ACKNOWLEDGMENT

The Board of Directors place on record sincere gratitude and appreciation for all theemployees at all levels for their hard work solidarity cooperation and dedication duringthe year. The Board conveys its appreciation for its customers shareholders suppliers aswell as vendors bankers regulatory and government authorities for their continuedsupport.

Place: Raipur By Order of the Board
Date: 05th September 2019
Rajesh Agrawal
Managing Director