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Metkore Alloys & Industries Ltd.

BSE: 532990 Sector: Metals & Mining
NSE: METKORE ISIN Code: INE592I01029
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Buy Qty 4000.00
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VOLUME 1000
52-Week high 1.37
52-Week low 0.21
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.22
Buy Qty 4000.00
Sell Price 0.30
Sell Qty 1.00

Metkore Alloys & Industries Ltd. (METKORE) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the Twelfth Annual Report and the Company'saudited financial statement for the Financial Year ended March 31 2018.

Particulars 2017-18 2016-17
Revenue From Operations 891.91 1110.10
Other income 3.16 1.78
Total Revenue 895.07 1111.88
Total Expenses 2810.34 3308.88
Profit/(Loss) Before exception and (1915.27) (2196.99)
extraordinary items
Exception and Extraordinary items - -
PROFIT BEFORE TAX (191527) (2196.99)
Less: Current tax - -
Deferred tax (21.97) (8.42)
Profit (Loss) for the year (1893.30) (2188.57)

OPERATIONAL REVIEW

During the year the manufacturing activity 0f the company was suspended due to unviableoperations and lack of sufficient resources. The power subsidy is not continued by theGovernment of Andhra Pradesh which was extended during the F.y. 2016-17. Therepresentation for continuation of power subsidy for the F.y. 2017-18 2018-19 is underactive consideration of Government of Andhra Pradesh. The power contributes major inputcost. The prices and availability of Ferro chrome are also hurdle to continue theoperations of the company.

Your company put its efforts to find strategic partner for financial and technicalsupport for reopening of the unit and expecting to reach out in a period to come.

DIVIDEND

The Board of Directors of the Company has not recommended any dividend to its EquityShares in view of financial health of the Company.

TRANSFER TO RESERVES

During the period under review the Company has not transferred any amount to theReserves.

SUBSIDIARY COMPANIES

The Company has no subsidiary and nothing to disclose.

INTERNAL PROCESS & FINANCIAL CONTROL

The Company has put in place an adequate internal control system along with internalaudit system that commensurate with its size and activities. The reports are scrutinizedby the management and placed before audit committee for its approval. The shortcomings arerectified and suggestions given for improvement.

CORPORATE SOCIAL RESPONSIBILITY (CSR) -

The Company has not taken up any CSR activities during the Financial under review dueto incurring of losses -

Annexure 'A'.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism and Whistle Blower Policy in line with the newgovernance requirements. The Company has established a vigil mechanism for Directors andemployees to report their genuine concerns.

PREVENTION OF SEXUAL HARASSMENT AT WORK PLACES

The Company has zero tolerance for sexual harassment at workplaces and has adopted apolicy on prevention prohibition and redressal of sexual harassment in line with theprovisions of the Sexual Harassment of Women at workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules there under.

During the year no case of sexual harassment was pending at the beginning of the yearand no case was received during the year nor did any case remain pending at the close ofthe year.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required under the Act is attached to this report - Annexure'B'.

ENVIRONMENT SAFETY HEALTH AND ENERGY CONSERVATION

Your Company has a vision of being 'Zero' accident plant. This has been achievedthrough a combination of training and hardware up gradation leveraging core technologyconcepts and safety standards.

PARTICULARS OF EMPLOYEES

None of the employee is covered for disclosures as required under Section 197(12) ofthe Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5(1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been appended as annexure to thereport.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board of Directors states the following facts:

(a) At present 50% representation on the Board and the Chairman of the Board and AuditCommittee is headed by an Independent Non executive Director.

Sri N Sankarayya is a Chief Financial Officer.

Mrs. Mahak Roy resigned from the post of Company Secretary in November 2017.

Ms. Deepika Sakhrani was appointed as a Company Secretary w.e.f. August 9 2018.

The Independent Directors have given the certificate of Independence to your Companystating that they meet the criteria of independence as mentioned under Section 149(6) ofthe Companies Act 2013 and Regulation 16(b) of SEBI (LODR) Regulation 2015.

The details of training and familiarization programmes and annual board evaluationprocess for Directors have been provided under the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm that:

• In the preparation of the annual accounts the applicable Accounting Standardshave been followed and that no material departures have been made from the same;

• They have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe loss of the Company for that period;

• They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

• They have prepared the annual accounts on a going concern basis;

• They have laid down internal financial controls for the Company and suchinternal financial controls are adequate and operating effectively; and

• They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

The Company's Internal Auditors have conducted periodic audit to provide reasonableassurance that the Company's established policies and procedures have been followed. TheAudit Committee constituted by the Board reviews the internal control and financialreporting issues with Internal Auditors.

BOARD EVALUATION

The Board has carried out an annual performance evaluation of its own performance andthat of its Committees and individual directors. The manner in which has been carried outhas been explained in the Corporate Governance Report.

INDEPENDENT DIRECTOR'S MEETING

During the year the Independent Directors met on February 14 2018.

BOARD MEETING

During the year Five Board Meetings held i.e. May 29 2017 July 26 2017 August 022017 November 13 2017 and February 14 2018 as against the minimum requirement of fourmeetings.

EXTRA ORDINARY GENERAL MEETING

During the year under review no Extra Ordinary General Meeting held.

RELATED PARTY TRANSACTIONS

In line with requirements of the Companies Act 2013 and LODR proper reportingapproval and disclosure process are in place for all transactions between related partiesand the Company. All transactions entered were in ordinary course of the business and onarm's length basis. No material related party transactions i.e. transactions exceeding tenpercent of the annual consolidated turnover as per the last audited financial statementswere entered during the year. Accordingly related party transactions as required undersection 134(3)(h) of the Companies Act 2013 in Form AOC 2 is not applicable.

MANAGEMENT DISCUSSIONS AND ANALISIS

The Management's Discussion and Analysis Report for the year under review asstipulated under SEBI (LODR) Regulation 2015 form part of this report.

CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulation 2015 aseparate section on Corporate Governance forms part of this report.

AUDITORS

a) Statutory Auditors

M/s NSVR & Associates LLP (formerly known as Nekkanti Srinivasu& Co.) [FirmRegistration. No. 008801S] were appointed as Statutory Auditors by the members and holdoffice till the conclusion of the ensuing AGM and are eligible for re-appointment. Theyhave confirmed their eligibility to the effect that their re-appointment if made wouldbe within the prescribed limits under the Act and that they are not disqualified forre-appointment.

The report given by the Auditors on the financial statement of the Company is part ofthe annual report. -

Annexure 'C'.

Qualification made by Auditor

"Based on our audit procedures and as per the information and explanation given tous by the management we are of the opinion that during the year the Company hasdelayed/default in repayment of Loan to State Bank of Travancore."

Management's Reply

The Company has approached SBT with rescheduling/OTS proposal and the same has beenforwarded to SBI as the SBT has been merged with the SBI. Hence the proposal is inprocess.

b) Cost Auditor

M/s Jithendra Kumar & Co Cost Accountants carried out the cost audit during theyear. The Board of Directors on recommendation of the Audit Committee has appointed M/sJithendra Kumar & Co [Firm Reg. No 103347] Cost Accountants as the Cost Auditor ofthe Company for the year 2018-19.

c) Secretarial Auditor

During the year Secretarial Audit was carried out by Sri Ramaswamy K CompanySecretary in Practice the Secretarial Auditor of the Company for the financial year2017-18. There were no qualification reservation or adverse remarks given by theSecretarial Auditor and the report is appended to this report - Annexure 'D'.

EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT 9 as required under Section 92(3) and rule 12of the Companies [Management and Administration] Rules 2014 is appended to this report -Annexure 'E'.

DISCLOUSRE WITH RESPECT TO EMPLOYEES STOCK OPTION SCHEME

The Company does not have any Employees Stock Option Scheme.

RISK MANAGEMENT COMMITTEE

The Company has a Risk Management framework in place to identify assess monitor andmitigate various risks involved in the Company which reduces adverse impact and enhancethe activities undertaken by the Company. The Committee reviews the process of riskmanagement. Pursuant to the requirement of the Companies Act 2013 a Committee wasconstituted comprising S/Shri S Gajendran Chairman M V Bhaskara Rao IPS [Retd.] and SmtShakuntala Prakash Bhat all Non Executive Independent Directors as members.

The role and responsibilities of the Risk Management Committee are as prescribed underSEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 as amended fromtime to time and includes monitoring and review risk management plan and its riskmitigation and reporting same to the board of Directors periodically as it may deem fit.

The Committee's prime responsibility is to implement and monitor the Risk ManagementPlan and policy of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY BODIES/COURTS

During the Financial year under review no significant orders passed by theRegulatory/Statutory Authorities/Courts or any other Authority which would impact thegoing concern status of the Company and its future operations.

PARTICULARS OF LOANS GURANTEES OR INVESTMENTS BY THE COMPANY

During the year under review there were no Loans Guarantees and Investments made bythe Company.

DEPOSITS

The Company has not accepted any "Deposits" as defined under the CompaniesAct 2013

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment.

Your Directors also like to acknowledge the excellent support and co-operation yourCompany has been receiving from its bankers suppliers stakeholders investors clientsvendors Government and Regulatory authorities.

On behalf of the Board of Directors
Place: Bengaluru S Gajendran
Date: 09.08.2018 Chairman and the Non-Executive
Independent Director
DIN : 00250136