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MSP Steel & Power Ltd.

BSE: 532650 Sector: Metals & Mining
NSE: MSPL ISIN Code: INE752G01015
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OPEN 11.50
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VOLUME 440
52-Week high 29.10
52-Week low 11.50
P/E
Mkt Cap.(Rs cr) 457
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

MSP Steel & Power Ltd. (MSPL) - Director Report

Company director report

Dear Members

We are pleased to present you the 48th Annual Report of your Company along with theStandalone and Consolidated Audited Financial Statements and the Auditor's Report for thefinancial year ended 31st March 2017.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended 31st March 2017 is summarisedbelow :

` in lacs
Standalone Consolidated
Particulars
F.Y. 16-17 F.Y. 15-16 F.Y. 16-17 F.Y. 15-16
Revenue from Operations 84283.58 90451.51 84283.58 90451.51
Other Income 105.16 165.00 105.26 165.67
Total Income 84388.74 90616.51 84388.84 90617.18
Total Expenses 94794.36 109731.77 94809.07 109731.59
Profit /(Loss) Before Tax (10405.62) (19115.26) (10420.23) (19115.41)
Less: Tax Expenses (1045.18) (872.68) (1045.18) (872.68)
Income Tax for Earlier Years 154.05 33.29 154.05 33.29
Deferred Tax (1199.23) (905.97) (1199.23) (905.97)
Profit /(Loss) for the Year (9360.44) (18242.58) (9375.05) (18242.73)
Share of Profit / (Loss) of Associates N.A. N.A. 0.68 (3.44)

2. INDIAN ACCOUNTING STANDARDS (Ind AS)

The financial statements have been prepared in accordance with Indian AccountingStandards (“Ind AS”) as prescribed under Section 133 of the Companies Act 2013read with rule 7 of The Companies (Accounts ) rules 2014. Indian Generally AcceptedAccounting Principles (GAAP) has been replaced by Ind AS. Accordingly your Company hasadopted Indian Accounting Standards (“Ind AS”) from 1st April 2016 with atransition date of 1st April 2015 and this financial results alongwith the comparativeshave been prepared in accordance with the recognition and measurement principles statedtherein prescribed under Section 133 of the Companies Act 2013 read with relevant rulesissued there under and the other accounting principles generally accepted in India. Thefinancial statements for the year ended 31st March 2016 have been restated to comply withthe IND AS to make them comparable.

Indian Accounting Standards shall also be applicable to subsidiary companies jointventures or associates of the Company. Hence the financial statement of MSP CementLimited AA Ess Tradelinks Pvt. Ltd. and Madanpur South Coal Company Limited shall beprepared in accordance to it.

3. COMPANY'S PERFORMANCE

The Indian Steel Industry which had been plagued by flow prices high-level of importshave n a recovery due to levying of minimum import price on the steel products varioustrade remedial across the geographies and increase in investment in modernization andexpansion of steel public sector.

In the Financial Year 2016-17 the situation of Indian Steel Market has changed ing aGrowth of 3% in steel consumption. The increase in volume of output and the price due tohigher demand of exports would help to normalize the margins of Steel Industries soon.Flow ever increase in price of raw materials and a gush in domestic steel production hascreated a competitive pressure in the domestic market. As for flow despite of thechallenging situation MSPL endeavour to overcome the losses to an extent. Flow ever dueto cash flow mismatch your company was not able to pay its entire short term financialliability to bankers. Hence your company has approached for restructuring of loan underScheme for Sustainable Structuring of Stressed Assets (“S4A Scheme”) introducedby Reserve Bank of India (“RBI”) pursuant to its circular dated June 13 2016 subsequently revised on November 10 2016 (“S4A Scheme”) which the consortiumof bankers has agreed. Bankers has processed the request of the company and restructuringof company's loan is under progress. The Overseeing Committee of the Lenders are yet toapprove the MSPL S4A Scheme. Your Company has also opted for the S4A Scheme forrestructuring the debt structure which would be highly beneficial for the Company's health& Growth.

Standalone Results

Your Company has achieved a gross revenue of Rs. 93570.09 Lacs in the financial year2016-17 as compared to Rs. 100768.43 Lacs in the previous Financial Year 2015-16. TheManagement has reduced the cost of production and implemented strategies which hasresulted in decreasing loss of the Company from Rs.18242.58 lacs incurred during theprevious Financial Year to the loss of Rs.9360.44 lacs.

The Management has taken initiative for improving the performance of the Companyresulting from optimization of the cost to focus on yields and productivity.

Consolidated Results

The financial performance of the subsidiary company associate company and Jointventure are included in the Consolidated financial statement of the Company.

Revenue from Operations on consolidated basis stood at Rs. 84283.58 Lacs for the FY2016-17. The Company reported a net loss of Rs. (9375.05) Lacs for F.Y. 16-17 as comparedto the net loss of Rs. (18242.73) lacs for the F.Y 2015-16.

Further the statement containing the salient features of our subsidiaries pursuant tosubsection 3 of Section 129 of the Companies Act 2013 in the prescribed form AOC-1 isappended as Annexure-1 to the Director's Report. The Statement provides the detailedperformance of the Subsidiaries including associate company and Joint venture.

Operational Highlights

Your Company deals with varied range of products from Pellets Sponge Iron MS BilletsTMT Bars Structural Products etc the production details of which is stated below :

Name of the Products Units F.Y.16-17 F.Y. 15-16
PELLET Mt. 584993 671932
SPONGE IRON Mt. 328790 312937
MS BILLETS Mt. 256657 254729
TMT BARS Mt. 82279 90017
STRUCTURAL PRODUCTS Mt. 93622 90080
LIGHTSTRUCTURAL PRODUCTS Mt. 34507 28853
POWER Kwh. 342929100 427914363

Material Changes affecting the Financial Position of the Company

As per the provisions Section 134(3)(l) of the Companies Act 2013 no material changesand commitments affecting the financial position of the Company have occurred between theend of the financial year of the Company to which the financial statements relates and thedate of the report.

4. DIVIDEND & RESERVES

The Board of Directors of the Company have not recommended any dividend for Equity aswell as for 6% Non -Cumulative Redeemable Preference Shares as the Company has incurredlosses for the F.Y. 2016-17. Further the Directors have applied for restructuring of thedebts of the Company as per Scheme for Sustainable Structuring of Stressed Assets(“S4A Scheme”) introduced by Reserve Bank of India (“RBI”) pursuant toits circular dated June 13 2016 subsequently revised on November 10 2016 (“S4AScheme”) which would call for huge funds requirements and therefore it is necessaryto conserve and optimise use of resources for betterment of our Company.

No amount was proposed to be carried to any of the reserves for the Financial Year2016-17.

5.TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act 2013 dividend whichremains unpaid or unclaimed for a period of seven years from the date of its transfer tounpaid dividend account is required to be transferred by the Company along with theinterest to Investor Education and Protection Fund established by the Central Governmentunder the provision of Section 125 of the Companies Act 2013. In compliance with theabove the Company will transfer unclaimed dividend amount of the Financial Year 2009-10amounting to

` 166803/- to the Investor Education and Protection Fund.

The details including the last date of claiming unclaimed/unpaid dividend amount aregiven in our website at http://mspsteel.com/unpaid-dividend.

6. SUBSIDIARIES ASSOCIATES & JOINT VENTURES

MSP Cement Limited is a wholly flow ned subsidiary of the Company having itsRegistered Office at Banglapara North Chakradhar Nagar Raigarh- 496001 was incorporated on2nd June 2008 for manufacturing and sale of cement and clinker products.

AA ESS Tradelinks Private Limited associate company of MSP Steel & Power Limitedis engaged in trading of industrial oxygen gases.

Madanpur South Coal Company Limited incorporated on 23rd May 2006 having itsregistered Office at Raipur Chattisgarh was formed by the Venture partners MSP Steel& Power Limited Hindustan Zinc Ltd. Akshay Investment Pvt. Ltd. Chattisgarh Steel& Power Limited and Chattisgarh Electricity Company Ltd with respect to obtain miningrights in respect of the Coal Blocks of Madanpur and use coal for its captiverequirements.

The details as required under Rule 8 of the Companies (Accounts) Rules 2014 regardingthe performance and the financial position of the Subsidiary Company Associate Companyand Joint Venture Company fofirm part of the Consolidated Financial Statement of theCompany and applicable Indian Accounting Standards (“Ind AS”) for the FinancialYear ended 31st March 2017.

Your Company has formulated a policy for determining 'Material Subsidiary' in term ofthe Regulation 16(c ) of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015. The said policy is also available at the Company's websitehttp://www.mspsteel.com/CorporatePolicies.

As per the provisions of section 136 of the Companies Act 2013 copy of the auditedfinancial statements including consolidated financial statements auditor's report alongwith the relevant documents and separate audit accounts in respects of the subsidiariesshall be kept open for inspection at the Registered office of your Company during workinghours on all days except Saturdays Sundays and public holidays for a period of twenty-onedays before the date of Annual General Meeting. Any member willing to obtain a copy of thesaid financial statements may write to the Company at its Registered office or CorporateOffice or visit the below mentioned website link for the same:http://mspsteel.com/annual-report

6. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review stating theoperations of the Company as stipulated under Regulation 34 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulation 2015(“SEBI LODR”) is presented in a separate section and fofirm an integral part ofthe Annual Report.

7. CORPORATE GOVERNANCE

Corporate Governance aims at creating ethical value that is not only Profit able forthe business but also aims at enhancing an organization's brand and reputation. YourCompany is committed to achieve highest standards of Corporate Governance and adheres tothe Corporate Governance requirements set out by the Securities and Exchange Board ofIndia (SEBI).

A separate section on Corporate Governance as followed by your Company and asstipulated under SEBI LODR Companies Act 2013 and relevant rules made there under fofirmpart of the Annual Report. The requisite certificate from the Auditors of the Company conrming compliance with the conditions of the Corporate Governance is attached to the AnnualReport.

8. RISK MANAGEMENT

Your Company has embedded in the organisation a Risk Management Framework which wouldenable timely identification of risks assessment and evaluation of the same in line withthe overall objectives and set adequate mitigation strategy. The Risk Management Frameworkis reviewed by the Board and Audit Committee on a periodical basis to oversee that all thecritical risk areas that the organisation faces have been identified and assessed andthere is an adequate risk management mechanism in place capable of addressing those risks.Further details on Risk Management Policy is details on Risk Management Policy arebriefed out in the Management Discussion and Analysis Report forming a part of thisAnnual Report.

9. INTERNAL FINANCIAL CONTROL

Internal Financial Control fofirm a constitutive part of the risk management process.The Directors of the Company have been entrusted with the overall responsibility toimplement and operate the internal financial controls adequately and effectively. TheCompany has devised appropriate systems and frameworks including proper delegation ofauthority ensuring orderly and efficient conduct of business adherence to policies andprocedures effective IT system including ERP application aligned to businessrequirements risk management framework and whistle below mechanism. This provides theDirectors with the reasonable assurance review and control mechanisms.

The Company has in place an adequate internal financial controls system and suchinternal financial controls were operating effectively based on the internal controlcriteria established by the Company. Also evaluation of the internal financial controlsare subject to the risk that the internal financial control may become inadequate becauseof changes in conditions or that the compliance with the policies or procedures maydeteriorate.

10. BOARD OF DIRECTORS & KEY MANAGERIAL

PERSONNEL

Appointment of Director and Key Managerial Personnel

Mr. Suresh Kumar Agrawal was regularised as Non-Executive Promoter Director andChairman by the members of the Company at the 47th Annual General Meeting held on 22ndSeptember 2016.

Ms. Shreya Kar was appointed by the Board on recommendation of Nomination andRemuneration Committee as Company Secretary and Compliance Of cer of your Company. As perprovisions of Section 203 of the Companies Act 2013 she has also been appointed as Whole-Time Key Managerial Personnel of the Company.

Retirement and Re-Appointment

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Suresh Kumar Agrawal (DIN: 00587623) Director of the Company retire byrotation at the ensuing Annual General Meeting and being eligible have offered himself forre-appointment.

11. COMMITTEES OF THE BOARD

The Board of Directors of your Company had constituted four committees for bestCorporate Governance Practices and in compliance with the provisions of the Companies Act2013 and SEBI LODR comprising of: Audit Committee Nomination and Remuneration CommitteeCorporate Social Responsibility Committee and the Stakeholders Relationship Committee.

A detailed note on composition of these Committees including number of meetings heldand attendance during the financial year have been disclosed separately in the CorporateGovernance Report section of this Annual Report.

12. NUMBER OF MEETINGS OF THE BOARD

Meetings of the Board of Directors are scheduled at regular intervals to discussdecide and approve on various business policies strategies financial performance andother matters. The schedule of the meeting are circulated in advance to ensure properparticipation of the Directors in the Meeting. The Board of Directors met nine timesduring the financial year 2016-17. The intervening gap between the two consecutivemeetings did not exceed one hundred and twenty days as prescribed under Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 .

Details of the meetings and attendance of the Board of Directors held during theFinancial Year 2016-17 are disclosed in Corporate Governance Report which form part ofAnnual Report.

13. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the Board has carried out an annual performance evaluation of its flow nperformance the directors individually as well evaluation of the working of its variousCommittees. The performance evaluation of all the Directors was carried out by theNomination & Remuneration Committee. The performance evaluation of the Chairman andthe Non-Independent Directors was carried out by the Independent Directors. Detailspertaining to the evaluation process has been explained in the Corporate Governance Reportannexed to the Annual Report.

14. INDEPENDENT DIRECTORS MEETING

The Independent Directors of the Company should meet at least once during the yearpursuant to requirements of Schedule IV of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A meeting wasscheduled on 13.02.2017 without the attendance of non-independent directors and membersof the management interalia to:

a. review the performance of non-independent directors and the Board as a whole;

b. review the performance of the Chairman of the Company taking into account the viewsof Executive Directors and Non- Executive Directors;

c. assess the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties;

d. report concerns about unethical behaviour actual or suspected fraud or violation ofthe Company's code of conduct or ethical policy if any;and

e. ascertain and ensure that the Company has an adequate and functional vigilmechanism.

15. INDEPENDENCE DECLARATION

The term “ Independent Director” as defined under section 149(6) of theCompanies Act 2013 and Regulation 16(b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 fofirm the basis for determining independence of theDirectors. The Company has received necessary declarations from Mr. Kapil Deo Pandey Mr.Navneet Jagatramka Mr. Ashok Kumar Soin and Mrs. Priyanka Tiwari Independent Directorsof your Company that they meet the criteria of independence as laid flow n in CompaniesAct 2013 read with Schedule IV and Rules made there under as well as SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

16.POLICY ON DIRECTOR'S APPOINTMENT AND

REMUNERATION

The policy of the Company on appointment and remuneration of Directors as formulated byNomination and Remuneration Committee includes criteria for determining quali cationspositive attributes independence of directors and remuneration for the directors andother perspective as laid flow n under section 178 of the Companies Act 2013 and SEBILODR Regulations 2015.

As per the policy the Company should have optimum combination of executive andnon-executive directors with at least one woman director. As on 31st March 2017 theBoard consists of 8 Directors of which 6 are Non-Executive Directors including one womanindependent director. The Chairman being the Non-Executive Promoter Director your companycomprises of 4 Independent Director which is one-half of the total number of directors.

The details of the policy have been included in the Report on Corporate Governanceforming part of the Annual Report and also the same has been uploaded in Company's websitehttp://www.mspsteel.com/corporate-policy.php.

17. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act 2013 yourDirectors hereby con firm:

(a) that in the preparation of the annual accounts for the FY 2016-17 the applicableAccounting Standards (IND AS) had been followed along with proper explanation relating tomaterial departures;

(b) that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year ended 31st March 2017 and of the Profit and loss of the company for thatperiod;

(c) that the directors has taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) that the directors has prepared the annual accounts on a going concern basis;

(e) that the directors has laid flow n internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively; and

(f) that the directors has devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

18. PUBLIC DEPOSITS

Your Company has not accepted any public deposit during the year under review withinthe meaning of provisions of Section 73 of Companies Act 2013 read with the Companies(Acceptance of Deposit) Rule 2014.

19. PARTICULARS OF LOANS GUARANTEES OR

INVESTMENTS

Particulars of loans given investments made guarantees given or securities providedare as per the provisions of Section 186 of the Companies Act 2013 and fofirm part of thenotes to the financial statements provided in this Annual Report.

20. AUDITORS

Statutory Auditors

In term of Section 139 of the Companies Act 2013 M/s. Sunil Kumar Agrawal &Associates Chartered Accountants (Firm Registration No. 323133E) were appointed asStatutory Auditors of the Company for a tenure of 3 years by the Members to hold theoffice from the conclusion of the 47th Annual General Meeting until the conclusion of the50th Annual General Meeting to be held the Financial Year 2018-19 subject to ratificationat each Annual General Meeting. Flow ever M/s. Sunil Kumar Agrawal & Associates videtheir letter dated 12th June 2017 had resigned from the office of Statutory Auditors ofthe Company due to certain unavoidable circumstances resulting in casual vacancy in theoffice of the Auditor.

Therefore in term of Section 139(8) of the Companies Act 2013('Act') the Board ofDirectors at its Board Meeting held on 17th June 2017 and on the recommendation of AuditCommittee appointed M/s Singhi & Co. Chartered Accountants as Statutory Auditors ofthe Company to ll the casual vacancy caused due to resignation M/s. Sunil Kumar Agrawal& Associates Chartered Accountants. Further to the requirement of the provisions ofSection 139(8) of the Act appointment was also approved by the shareholders in theExtra-Ordinary General Meeting held on 20th July 2017 inter alia for conducting theStatutory Audit for the financial year ended 31st March 2018. M/s Singhi & Co.Chartered Accountants had expressed their willingness and con rmed that appointment waswithin the limits prescribed under Section 141 of the Companies Act 2013 and they werenot disqualified for appointment.

Explanation to Auditor's Comments

The Notes on Financial Statement referred to in the Auditor's Report areself-explanatory and do not call for any further comments. The Auditor's Report does notcontain any qualficationquali cation reservation adverse remarks or disclaimer.

Internal Auditor

Pursuant to Section 138 of the Companies Act 2013 your Company has appointed M/s B.Chhawchharia & Co. as Internal Auditor of the Company to conduct internal audit ofthe functions and activities of the Company to audit for the period April 2017 to March2018.

Cost Auditor

As per the Section 148 of the Companies Act 2013 read with the Companies (Cost Recordsand Audit) Amendments Rules 2014 the Company is required to get its Cost Audit done byCost Accountant in practice every financial year.

The Board of Directors on the recommendation of Audit Committee appointed Mr. SambhuBanerjee Cost Accountant (Membership No. 9780) to conduct the audit of the cost accountsof the Company for the financial year 2017-18.

As per the provisions of the Companies Act 2013 the remuneration payable to the CostAuditors is required to be placed before the members in a General Meeting for their ratication. Accordingly a resolution seeking members' ratification for the remunerationpayable to Mr. Sambhu Banerjee Cost Accountants is included in the notice convening the48th Annual General Meeting.

Secretarial Auditor

Secretarial Audit for the financial year 2016-17 was conducted by M/s. PS AssociatesPracticing Company Secretaries(C.P. No.:3502) as required under section 204 of theCompanies Act 2013 read with relevant Rules made there under. The Secretarial AuditReport for FY 2016-17 is annexed herewith as Annexure-2. The Report does not contain anyquali cation reservation or adverse remarks.

The Board of Directors has re-appointed M/s PS Associates Practicing CompanySecretaries (C.P. No.:3502) as Secretarial Auditor for conducting the Secretarial Auditof the Company for the Financial Year 2017-18

21. RELATED PARTY TRANSACTIONS

All contracts or arrangements that were entered into by the Company with the relatedparties as defined under Companies Act 2013 during the year were in the ordinary courseof business and on arm's length basis. All related party transactions are placed beforethe Audit Committee for review and approval. Since all related party transactions enteredinto by the Company were in the Ordinary course of business and were on arm's length basis Form AOC-2 is not applicable to the Company. Prior Omnibus approval are obtained fromthe Audit Committee for the transactions which are repetitive in nature and/or are alsotaken for the normal transactions which cannot be forseen up to value of Rs. One Crore.All related party transactions are reviewed on a quarterly basis by Audit Committee.

The Company's policy on “materiality of related party transactions” and theprocess of dealing with such transactions are in line with the amended provisions of theCompanies Act 2013 and SEBI (LODR). The said policy is also available on the website ofthe Company and the link for the same is www.mspsteel.com/http://mspsteel.com/related-party-transaction-policy.

22. CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 read with Schedule VII of the Companies Act 2013 andrules made there under your Company has established Corporate Social ResponsibilityCommittee to formulate and monitor Corporate Social Responsibility Policy and also torecommend to the Board the amount of expenditure to be incurred on activities related tobetterment of society.

The Company is well aware of its responsibility flow ards the Society and hence in itsprevious years had taken efforts to improve the living condition in the vicinity of itsplants & surrounding areas. The Company had been continuing its efforts flow ards thebetterment of the society. The Board on the recommendation of CSR committee has formulateda policy on CSR to regulate the Company's activities amount to be spent on CSR etc

In term with the Section 135 Companies Act 2013 read with Rule 8 of the companies(Corporate Social Responsibility) Rules 2014 and Rule 9 of the Companies (Accounts)Rules 2014 framed under the Company has to spent 2% of its average net profits of thepreceding three financial years for Corporate Social Responsibility activities due toloss incurred in the previous year and inadequate Profit in the preceding three years theamount needed to be spend on CSR activities is inadequate. Irrespective of such situationof inadequate Profit or loss your Company has spent Rs. 54.15 lacs on CSR activities. Areport on Corporate Social Responsibility activities for the financial year 2016-17 isattached to this report as Annexure-3.

23. CONSERVATION OF ENERGY TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The relevant information as required under sub-section (3)(m) of Section 134 of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 are given in Annexure-4 tothe Board's Report.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF

WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013. MSPL has established suitable mechanisms to ensure issues related to sexualharassment are effectively addressed. MSPL believes in providing favorable workingenvironment devoid of discrimination and harassment. Sexual harassment is a form ofmisconduct that undermines the employment relationship. No employee either male orfemale should be subjected verbally or physically to unsolicited and unwelcome sexualovertures or conduct. Sexual harassment at the work place or other than work place ifinvolving employees is a grave offence and is therefore punishable. During the yearunder review no complaints were reported to the Board.

A Committee has been constituted by the Management to consider and redress complaintsof Sexual Harassment. The Chairman and Members of the Committee are as follows:

Position Of cer in-charge
Presiding Of cer Ms. Shreya Kar
Member - Mr. Kamal Kumar Jain
Member - Mr. P.K Dey
Member - Ms. Mita Das

25. WHISTLE BFLOW ER POLICY

The Company has implemented whistle bflow er policy/vigil mechanism as envisaged inCompanies Act 2013 and SEBI LODR to enable directors employees and stakeholders reportabout any wrongful conduct unethical/illegal practices or that could have grave impact onthe operations and performance of the business of the Company or any other matter thatmight cause financial/non- financial loss to the director/employee of the Company or mightimpact their goodwill. The details of the Whistle Bflow er Policy are provided in theCorporate Governance Report and is also available at on the website of the Company athttp://mspsteel.com/vigil-policy.

26. EXTRACTS OF THE ANNUAL RETURN

An extract of annual return named as provided under subsection 3 of Section 92 and inline with Section 134(3)(a) of the Companies Act 2013 MGT-9 has been annexed to theDirector's Report as Annexure-5

27. PARTICULARS OF EMPLOYEES

In term of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended from time to time there are no employees who have drawn remuneration in excess ofthe limits set out in the said rules.

Disclosures relating to the Remuneration under Section 197(12) of the Companies Act2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are provided as Annexure-6 to this report.

SIGNIFICANT AND MATERIAL ORDERS

There are no such significant or material orders passed by the regulators or courts ortribunals impacting the going concern status of the company's operation in future.

AWARDS AND RECOGNITIONS

During the year under review your Company was recognized in various ways/by variousinstitutions and some of the awards presented to the Company are listed below :

The said awards and recognition is also available in the Company's websitehttp://www.mspsteel.com/Awards

CAUTIONARY STATEMENT

Statement in the Board's Report and the Management Discussion

& Analysis report describing the Company's Objectives expectation and forecast maybe forward looking within the meaning of applicable securities laws and Regulations.Actual result may differ materially from those expressed in the statement importantfactors that may in uence that company's operational include global and domestic demandand supply conditions & selling prices of finished goods input availability andprices changes in government regulating tax laws economic developments within thecountry and other parts.

ACKFLOW LEDGMENTS

Your directors take this opportunity to express their deep and sincere gratitude toshareholders customers dealers agents suppliers investors bankers for theircontinued support and faith during the year. Your Directors place on record a deep senseof appreciation for the commitment n by the employees at all levels whose contribution wassignificant to the Growth of the Company.

Your directors also thank for the valuable guidance and support given by the Governmentof India various State Government Departments Ministry of Corporate Affairs Income TaxAuthority and all other regulatory authorities for their assistance and co-operationduring the year and look forward for the same in the future.

For and behalf of the Board
MSP STEEL & POWER LIMITED
Manish Agrawal
DIRECTOR
DIN: 00129240

Suresh Kumar Agrawal CHAIRMAN

DIN: 00587623

Date: August 14 2017 Place: Kolkata