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Salasar Techno Engineering Ltd.

BSE: 540642 Sector: Metals & Mining
NSE: SALASAR ISIN Code: INE170V01019
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OPEN 294.35
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VOLUME 10799
52-Week high 409.00
52-Week low 198.10
P/E 17.97
Mkt Cap.(Rs cr) 403
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Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 294.35
CLOSE 295.50
VOLUME 10799
52-Week high 409.00
52-Week low 198.10
P/E 17.97
Mkt Cap.(Rs cr) 403
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Salasar Techno Engineering Ltd. (SALASAR) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 16thAnnual Report togetherwith Annual Audited Financial Statements on the business and operations of the Company forthe Financial Year ended March 31st 2017.

FINANCIAL RESULTS:

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

STANDALONE (Amount in Rs.)
Particulars 2016-17 2015-16
Gross Revenues from Operations 4037866510 3038491130
Less : Excise duty 308264949 271844674
Net Revenues from Operations 3729601561 2766646456
Other income 3003222 1488946
Total Revenues 3732604783 2768135402
Expenses 3474705195 2628435419
Profit before Interest Depreciation and Tax 326420528 211825326
Less: Interest and Finance Charges 56054079 60104631
Profit before Depreciation and Tax 270366449 151720695
Less: Depreciation 12466861 12020712
Profit before Exceptional Item 257899588 139699983
Exceptional Item 4820622 (20279572)
Profit before tax (PBT) 262720210 119420411
Less: Provision for tax (net) 95066236 50786404
Profit after tax (PAT) 167653974 68634007
Add: Balance brought forward 412358991 343724983
Surplus available for appropriation 580012965 412358991
Appropriations:
Proposed Dividend on Equity Shares - -
Tax on Proposed Dividend - -
Balance Carried to Balance Sheet 580012965 412358991
No. of Equity Shares 9956300 4978150
Earning per share (Basic) 16.84 13.79
Earning per Share (Diluted) 16.84 13.79

 

CONSOLIDATED

(Amount in Rs.)

Particulars 2016-17 2015-16
Gross Revenues from Operations 4162411107 3411138979
Less : Excise duty 319553836 311089619
Net Revenues from Operations 3842857271 3100049360
Other income 3507327 1899801
Total Revenues 3846364598 3101949161
Expenses 3562632223 2950318752
Profit before Interest Depreciation and Tax 389285754 270047050
Less: Interest and Finance Charges 72668415 87523681
Profit before Depreciation and Tax 316617339 182523369
Less: Depreciation 32884964 30892960
Profit before Exceptional Item 283732375 151630409
Exceptional Item 4820622 28266381
Profit before tax (PBT) 288552997 123364028
Less: Provision for tax (net) 100964072 53972855
Profit after tax (PAT) 187588926 69391173
Add: Balance brought forward 440837827 371446654
Surplus available for appropriation 628176813 440837827
Appropriations:
Proposed Dividend on Equity Shares - -
Tax on Proposed Dividend - -
Balance Carried to Balance Sheet 628176813 440837827
No. of Equity Shares 9956300 4978150
Earning per share (Basic) 18.84 13.94
Earning per Share(Diluted) 18.84 13.94

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:

The Company is primarily engaged in the business of Manufacturing and sale ofgalvanized steel structure including telecom towers transmission line towers and solarpanels. Your Company has two manufacturing units at Jindal Nagar Hapur District (UP) andKhera Dehat Hapur District (UP). During the year under review your Company performedwell despite various challenges in the manufacturing sector adversely affecting rawmaterial and consumables. Your Company expanded its operations.

The highlights of the Company's performance for the year ended March 31st2017 are as under:

> Total Revenues including the revenue from operations and other income increased byoverall 34.84% to Rs.3732604783 as compared to Rs. 2768135402 in the previousyear.

The increase in turnover reflects performance of the Company on the expected line inthe Current Year sales. The Company is able to capitalize on the market conditions throughits operational excellence higher efficiency and well executed strategies around projectexecution and product placement. Other income has also increased as compared to previousyear primarily on account of interest on Fixed Deposits pledge with bank as margin money.Other income includes interest income.

> Expenses excluding Finance Cost and Depreciation have also increased comparativelyby overall 33.25% to Rs. 3406184256 as compared to Rs. 2556310076 during previousyear.

The company is adopting new measures for cost cutting in various areas like Employeebenefit Expenses finance cost etc. which may result into profitability of the Company.

> Profit before Interest Depreciation and Tax increased by 54.10% toRs.326420528 as compared to Rs. 211825326 during previous year.

> Net Profit also increased by144.27% to Rs.167653974 as compared to Rs.68634007 during previous year. Increase in net profit is due to increase in salesvolume and lower Cost of Interest and production.

> Surplus available for appropriation has been rise by 40.66% to Rs.580012965 ascompared to Rs.412358991 in previous year.

> An amount of Rs.818529965 has been carried to Reserve and Surplus thereby anincrease of 16.82%.

> During the year under review there was increase in share capital of the Companydue to Bonus issue of 4978150 equity shares of Rs. 10/- each made by the company.

> Increase in EPS Rs. 3.05/-share is merely due to increase in profits of thecompany. Although it has increased but with slow rate due to increase in number of equityshares also during the year.

DIVIDEND:

The Directors are preferred for conservation of profits rather than declaring dividendfor continuing capital requirement for ongoing business needs.

TRANSFER TORESERVES:

The Company has not made any transfer to reserve during the Financial Year 201617.However profit for the year is shown as surplus under the head Reserve & Surplusduring the financial year 2016-17.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013read with the Companies (Acceptance ofDeposits) Rules 2014.

The details relating to deposits covered under Chapter V of the Act-

(a) accepted during the year; NIL

(b) remained unpaid or unclaimed as at the end of the year; NIL

(c) whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved-NIL

(i) at the beginning of the year; NA

(ii) maximum during the year; NA

(iii) at the end of the year; NA

During the year under review your Company had not accepted or renewed the depositswhich are not in compliance with the requirements of Chapter V of the Act;

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Directors are optimistic about company's business and hopeful of better performancewith increased revenue incoming year. There was no change in the nature of business ofCompany.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The status of the company has changed from private company to public company witheffect from 16th august 2016 during the financial year under review. The

Company is under process of Listing with Bombay Stock Exchange and National StockExchange.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There is no situation which may be prejudicial to the interest of the members of theCompany or which may impact the going concern status and company's operation of theCompany in the future.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

ECONOMIC REVIEW

Global growth for 2016 is estimated at 3.1% and is projected to be 3.4% and 3.6% in2017 and 2018 respectively. Activity in both advanced economies and emerging economies isforecast to accelerate. Advanced economies are projected to grow by 1.9% in 2017 and 2.0%in 2018. However this forecast is uncertain in light of potential changes in the policystance of the United States. Whereas Emerging Markets growth is estimated at 4.1% in 2016and is projected to reach 4.5% for 2017 and a further pickup in growth to 4.8% in 2018.The primary factor underlying the strengthening global outlook is the projected pickup inemerging markets' growth. Oil prices have increased reflecting an agreement among majorproducers to trim supply. The currencies of advanced commodity exporters have alsostrengthened reflecting the firming of commodity prices.

India economy overview

India is the fastest-growing G20 economy with an estimated growth rate of 7.4% in FY 18as against 7.0% in FY 17. The acceleration of structural reforms the move towards arule-based policy framework and low commodity prices had provided strong growth impetusover the past couple of years. Recent deregulation measures and efforts to improve theease of doing business have boosted foreign investment. As a consequence of Centre's majoreconomic reform ‘demonetisation' interest rates and yields on G-secs are expected tobe lower in FY 18 as compared to FY 17. This will provide a boost to the Indian economy.

Consumer Price index (CPI) inflation was 4.5% in FY 17 and is expected to be at 4.8% inFY 18. Due to enhanced liquidity in the market especially post demonetisation theReserve Bank of India (RBI) cut its repo rate to 6.25%.

Timely and effective implementation of the Goods and Services Tax will supportcompetitiveness investment and economic growth. The GST reform is designed to beinitially revenue-neutral. Government's plans to reduce the corporate income tax rate andbroaden the tax base will serve the same objectives.

SECTOR OVERVIEW

Transmission and Distribution

After facing a slow demand over the last few years the market for high-voltagetransmission equipment is expected to grow significantly over the coming decade driven bythe expected increase in investment in transmission infrastructure expansion andupgradation of projects. It is estimated that over USD 640 billion is planned or proposedto be invested in the global transmission industry by 2025. The demand for equipment hasalready started picking up as is indicated by the improvements in the order inflow andfinancial performance of major equipment manufacturers in 2015 and in the first half of2016.

India

FY 16 saw an addition of around 28114 ckm of transmission lines (220kV and above) andin FY 17 another 23384 ckm of transmission lines (220kV and above) is expected to befurther added. Even though the overall number is lower than the previous fiscal mainlydue to balance targets of 12th Plan left to be achieved the pace of line additions are sorobust that the actual line additions up to December 2016 have exceeded the plannedprogramme. The central sector had planned to add 9751 ckm of lines over the course of FY17 and 8609 ckm up till December 2016. Actual line additions by the central sector uptill December 2016 have been 9301 ckm. Similarly the private players have also achieved3148 ckm of transmission line addition as compared to the planned 2075 ckm for 2016-17.This outlines the impetus to the sector where private entities are also activelyparticipating through the tariff based competitive bid (TBCB) route and graduallyincreasing their share in the transmission sector.

At the end of the 11th Plan the inter-regional transmission capacity (132kV and above)stood at 27750 MW. During the XII Plan (April 2012 to March 2016) 29700 MW ofinter-regional transmission capacity has been added taking the total inter-regionaltransmission capacity (132kV and above) to 57450 MW as on March 31 2016. The totalinter-regional capacity addition planned in the 13th Plan (201718 till 2021-22) is 47500MW to increase the present inter-regional capacity of 63650 MW (as on November 2016) to118050 MW by 2021-22. This is to be done through several inter-regional corridors andsystem strengthening projects.

The sector should see sustained investments from PGCIL and the state transmissionutilities. PGCIL has incurred a sustained annual capital expenditure between Rs.20000 -22000 Cr since FY 13 until FY 16. The recent budget has revised the current fiscalcapital expenditure allocation from the erstwhile Rs.22500 Cr to Rs.24000 Cr and anotherRs.25000 Cr is planned over FY 18 for the construction of transmission lines. In contrastto the previous few years where the central sector used to drive investments in thesector focus has now increased on intra-state transmission additions. Consequently statetransmission utilities are expected to incur a capex of ~ Rs.98000 Cr under the‘Power for All' Scheme planned by the Ministry of Power. Several states like AndhraPradesh Telangana Tamil Nadu Rajasthan UP and Gujarat are already active in thisregard. Similarly in order to increase competitiveness in the sector tariff basedcompetitive projects have propelled the private sector additions as well. So far 35projects have been put up for bidding through this route and a further four projects areexpected to be bid out soon.

Telecom

Telecommunication services are known as one of the key driving forces for thesocio-economic development of a nation. Mobile telephony has seen a staggering growth inthe past 10 years. However it has been witnessing a slowdown in recent years. Driven bydata explosion and rollout of data services (3G and 4G) along with operational prudencethe Indian telecom market is expected to be back on the growth track. With a total of 11operators serving an active wireless subscriber base of 842.39 million 1 (88.45% of totalregistered wireless subscriber base) the Indian telecom market is now amongst the mostcompetitive markets in the world.

The Indian telecom industry has undergone a transformational change in the last decade.Mobile operators successfully adopted innovative models to sustain growth followed byfocus on operational prudence in recent years. The tower industry has been a key enablerfor such models by allowing sharing of infrastructure along with operational excellence.

Mobile towers in India are likely to grow to over 500000 by 2020 from about 425000 atpresent due to increase in demand of wireless internet services.

Towers are expected to grow at 3 percent CAGR for next five years and the total numberof towers is expected to grow to more than 511000 by financial year 2020 of which 30000towers are expected to be only supporting data sites.

OUTLOOK AND OPPORTUNITY

There is an increasing trend towards the use of high voltage alternating current (HVAC)and high voltage direct current (HVDC) overhead lines to carry large amounts ofelectricity from generation hubs to load centers especially in countries like ChinaIndia and Brazil. The coming decade is expected to witness greater commercial applicationof these technologies.

In India apart from PGCIL's sustained and steady capex state government's spend ontransmission infrastructure is also expected to improve to meet their UDAY relatedmilestones. STEL is expected to be a key beneficiary of this strong growth prospect inIndia.

Government's thrust on improving rail and energy infrastructure is also expected toresult in rising capex for the sectors. STEL is seeing a lot of traction on orders both inT&D and railways and has strong order book in both the businesses. STEL has beenbuilding robust team there on execution and that has been a continuous exercise.Currently these businesses constitute around 70% of the order book and is expected togrow significantly.

OPERATIONAL REVIEW

The Company is primarily engaged in the business of Manufacturing and sale ofgalvanized steel structure including telecom towers transmission line towers and solarpanels and the business of Engineering Procurement and Construction (EPC) relating toinfrastructure comprising power transmission & distribution railway electrificationetc.

Geographically the revenue of the Company can be divided into two different segments -domestic and international. Revenue from domestic segment was '

396.99 Cr (98%) and international segment contributed revenue of Rs.6.79 Cr (2%) in FY17.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has a wholly owned subsidiary based at Delhi namely- Salasar Stainless Ltd.Details of Subsidiary company is hereunder. The Company has entered into Joint Venturewith Sikka Engineering Company named as Sikka- Salasar JV dated 30th March2017 while the company does not have any Associate Company.

Sl. No Name and Address of the Company CIN/GLN/P AN Holding/ Subsidiar y/ Associate % of shares held Applicabl e Section
1 Salasar Stainless Ltd C-2112nd Floor C-Block Narwana Apartment I.P EXTN. Patparganj Delhi- 110092 U27205DL2 010PLC201 399 Wholly Owned Subsidiary 100% 2(87)

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY INCLUDED IN THE CONSOLIDATEDFINANCIAL STATEMENT.

The statement containing the financial statement of Salasar Stainless Ltd being thesubsidiary of the Company was duly disclosed in the Balance sheet under Schedule 12.Details of financial of subsidiary as required under the first proviso to subsection (3)of Section 129 of the Companies Act 2013 is being attached with the Board's Report inFormAOC-1 as Annexure-A and the forming part of the Board's Report. Details offinancial of Joint Venture as required under the first proviso to sub-section (3) ofSection 129 of the Companies Act 2013 is being attached with the Board's Report inFormAOC-1 as Annexure-Al and the forming part of the Board's Report.

DEPRICIATION AND AMORTIZATION

The Company had followed Straight-line method on its tangible fixed assets the ratesprescribed under the Part C of the Schedule II of the Companies Act 2013 Intangiblefixed assets stated at cost less accumulated amount of amortization.

AUDITORS

STATUTORY AUDITORS

The retiring auditor M/s VAPS & Co (FRN No. 003612N) showed unwillingness forre-appointment M/s Arun Naresh& CO Chartered Accountant (FRN 007127-N) was proposedfor appointment as Statutory Auditor of the Company.

In this regard the Company has received a letter from the Auditors conforming thatthey are eligible for appointment as Auditors of the Company under Section 139 of theCompanies Act 2013 and meet the criteria for appointment specified in Section 141 of thesaid Act. Based on the recommendations by the Board of Directors of the Company recommendthe appointment of M/s Arun Naresh & CO Chartered Accountant (FRN 007127-N)asStatutory Auditors of the Company from conclusion of ensuing Annual General meeting tillAnnual general meeting to be held in 2022 subject to ratification in each AGM.

All the items on which the Auditors' have commented in their report are selfexplanatoryand suitably explained in the Notes to the Accounts. The Auditors' Report for the fiscalyear 2016-17 does not contain any qualifications reservations or adverse remarks and thesame is enclosed with financial statements in this Annual Report.

SECRETARIAL AUDIT

Under the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder M/s R & D Company secretaries Delhi is appointed as Secretarial Auditor ofthe Company and secretarial audit report forms part of the Board Report as Annexure B.

COST AUDIT

Pursuant to Section 148 read with Section 141 & 143 and other applicable provisionsof the Companies Act 2013 read with Rule 6 of the Companies (Cost Records and AuditRules) 2014 and Cost Audit Orders issued by the Ministry of Corporate Affairs and otherrelevant circulars notifications amendments issued from time to time M/S S. Shekhar& Co. Cost Accountants (Membership No. 30477 FRN 000452) were appointed by theBoard for rendering the desired professional services including conducting of Cost Auditand issuance of Cost Audit Report on cost accounting records of the Company pertaining tothe Financial Year 2017-18.

INTERNAL AUDIT

Pursuant to provisions of Section 138 of the Companies Act 2013 read with Rule 13 ofthe Companies (Accounts) Rule 2014 as amended from time to time the Company is requiredto appoint an internal auditor of the Company to conduct internal audit of the functionsand activities of the Company.

In compliance with the above provisions your Company has appointed Mr. Pawan Goel asan Internal Auditor of the Company.

SHARES

Change in Authorized Share Capital Change in Paid-up Share Capital Buy Back of Shares Issue of Bonus Shares Issue of Right Shares Issue of Sweat Equity Shares Issue of Employee Stock Option
Increase in authorized share capital of the company by Rs. 80000000 divided into 8000000 Shares @ Rs. 10 each. Increase in paid-up share capital of the company by Rs. 49781500 divided into 4978150 Shares @ Rs. 10 each.

Nil

4978150 Shares bonus shares were issued. Nil Nil Nil

SHARE CAPITAL

A. Issue of equity shares with differential rights: There are no Equity Shares withDifferential rights.

B. Issue of sweat equity shares: No Sweat Equity Shares has been issued by theCompany in Financial Year 2016-17.

C. Issue of employee stock option: Your Company had not issued employee stockoption for the financial year as provided in rule 12(9) of Companies (Share Capital andDebentures) Rules 2014.

D. Provision of money by company for purchase of its own shares by employees or byTrustees for the benefit of employees: No Provision of money is required to be made bycompany for purchase of its own shares by employees or by trustees for the benefit ofemployees

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No.MGT-9 pursuant to the provisions ofSection 92 read with Rule 12 of the Companies (Management and Administration) Rules 2014has been made part of the Board's Report as Annexure-C.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A) Conservation of Energy:

(i) The Company has given top priority to conservation of energy on continuous basis byclosely monitoring energy consuming equipment involving use of energy generating dieselset and power purchased from Electricity Board e.g. size of the motors are optimum use ofenergy saving devices like TFT monitors CFL tubes LED lights among others and Defined ACworking hours and temperature to suit seasonal changes to save energy. The Company hasbeen conserving energy by resorting to use of power to the barest minimum.

(ii) Keeping in view the nature of the manufacturing process no additional investmentis proposed and hence further consumption of energy is ruled out in the near future.

(iii) No specific studies regarding impact of the above measures of (a) and (d) havebeen carried out and the cost impact of energy cost and energy saving measures on cost ofproduction of goods is not material as it forms a very minimum percentage vis-a vis thecost of Company's product.

(iv) Total energy consumption and energy consumption per unit of production is given asper Form-A

S.No. Particulars Current Year Previous Year
1. Electricity
a. Purchased Unit 1492090 1447606
Total Amount (Rs.) 12947594 11653485
Rate/Unit (Rs.) 8.68 8.05
b. Own Generation through DG
Fuel Consumed (Ltr.) 144000 168000
Fuel Consumed (Rs.) 6833279 7327522
Cost per Ltr. (Rs.) 47.45 43.62
2. Furnace Oil
Fuel Consumed (MT) 1393 1038
Fuel Consumed (Rs.) 31564312 20653915
Cost per MT (Rs.) 22659 19898

(B)Technology Absorption:

(i) The efforts made towards technology absorption:

The Company is continuously emphasis on development and innovation of in-housetechnological and technical skills to fully utilize technology.

(ii) The benefits derived:

Productions of quality products have acceptability in the market and ensure an easymarketability and goodwill for Company's product. Reducing the shortage and cost ofproduction.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)- Not Applicable

(a) the details of technology imported:

(b) the year of import:

(c) whether the technology been fully absorbed:

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; ; and

(iv) the expenditure incurred on Research and Development.

(a) Capital: Nil

(b) Recurring: Nil

(c) Total: Nil

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows is as mentioned in below table:

S. No

Foreign Exchange Inflow (FOB Value of exports (*excluding deemed export)

Foreign Exchange Outflow (Import And Other Expenses)

FY 2016-17 (IN INR) FY 2015-16 (IN INR) FY 2016-17 (IN INR) FY 2015-16 (IN INR)
TOTAL 56406588 105672348 5525803 4835981

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company has always taken steps initiating the Corporate Social Responsibility. TheCompany's endeavor is to create value for the nation enhancing the quality of life acrossthe entire socio-economic spectrum. The Company strives to seek greater alignment betweenits stakeholders to generate value in the long-term.

The Company aims to develop products and services centered on driving customersatisfaction while contributing to the overall objective of community development.

The Company is committed to operate and grow its business in a socially responsibleway. The core values strengthening your Company's business actions comprise of CustomerValue Ownership Mindset Respect Integrity One Team and Excellence.

The company require to spent an amount of Rs. 2080365/- in CSR activities out ofwhich Rs. 157365/- remain unspent at the end of the year. The disclosures as per Rule 9of Companies (Corporate Social Responsibility Policy) Rules 2014 has been made as per Annexure-D.

DIRECTORS:

A) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review the change in Directors and Key Managerial Personnel areherein below:

The details of Board and Key managerial Personnel are as follows:

Name DIN/PAN Designation Date of appointment
Directors:
Mr. Alok Kumar 01474484 Chairman cum Managing Director 03/05/2006
Mr. Shashank Agarwal 00316141 Joint Managing Director 03/08/2016
Mr. Shalabh Agarwal 00316155 Whole-time Director 03/07/2014
Ms. Tripti Gupta 06938805 Whole-time Director 01/08/2014
Mr. Arun Bhargava 02375147 Independent Non Executive Director 19/01/2017
Mr. Sanjay Chandak 07663328 Independent Non Executive Director 19/01/2017
Mr. Vijay Kumar Jain 00281757 Independent Non Executive Director 19/01/2017
Mr. Anil Kumar Jain 00204935 Independent Non Executive Director 19/01/2017
Key Managerial Personnels:
Mr. Kamlesh Kumar Sharma CRCPK2954A CFO (KMP) 03/10/2016
Ms. Bavneet Kaur M.No.-

A40062

Secretary 12/12/2016

(B) DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6)of the Companies Act 2013.

(C) BOARD EVALUATION

The provisions of Section 134(3)(p) of the Companies Act 2013 read with Schedule IVPart VII and Rule 8(4) of the Companies (Accounts) Rules 2014 relating to inclusion of astatement indicating the manner in which formal annual evaluation has been made by theBoard of its own performance and that of its committees and individual directors are notapplicable to the Company.

VIGIL MECHANISM

In terms of provisions of Section 177(9) of the Companies Act 2013 read with Rule 7(4)of the Companies (Meetings of Board and its Powers) Rules 2014 the Company hasestablished a Vigil Mechanism for providing adequate safeguard against victimization ofemployees and directors to report their concerns about unethical behavior actual orsuspected fraud or violation of the company's Code of Conduct and also provide for directaccess to the Chairperson of the Audit Committee or the director nominated to play therole of Audit Committee. In compliance of the above provision your Company hasestablished a Whistle Blower Policy/ Vigil Mechanism and formulated a policy in order toprovide a framework for responsible and secure whistle blowing/ vigil mechanism.

Ms. Tripti Gupta Whole Time Director of the Company been nominated by the AuditCommittee as Vigilance Officer to receive protected disclosures from whistle blowersmaintaining records thereof placing the same before the Audit Committee for its disposaland informing the Whistle Blower the result thereof. However there was no protecteddisclosure made during the year under review.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

In terms of provisions of Section 178(3) of the Companies Act 2013 the Company hadconstituted Nomination and Remuneration Committee. The Committee has formulated thecriteria for determining qualifications positive attributes and independence of adirector and recommended to the Board a policy relating to the remuneration for thedirectors key managerial personnel and other employees.

As per the policy the current Board is an appropriate mix of Executive and IndependentDirectors to maintain the independence of the Board and separate its functions ofgovernance and management.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:

The company conducts its businesses with high standards of legal statutory andregulatory compliances. A dedicated Compliance Cell ensures that adequate internalfinancial controls with reference to the Financial Statement of the Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014which requiresdisclosure in the Board Report about a statement showing the names and other particularsof the employees drawing remuneration in excess of the limits set out in the said rulesare not applicable to the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Company had Thirty Five (35) meetings of Board in Financial Year 2016-17.

Sl. Date of Board
No Meetings
1. 06/05/2016
2. 18/05/2016
3. 06/06/2016
4. 11/06/2016
5. 16/06/2016
6. 05/07/2016
7. 21/07/2016
8. 03/08/2016
9. 05/08/2016
10. 10/08/2016
11. 12/08/2016
12. 24/08/2016
13. 06/09/2016
14. 10/09/2016
15. 21/09/2016
16. 03/10/2016
17. 07/10/2016
18. 17/10/2016
19. 18/10/2016
20. 25/10/2016
21. 01/11/2016
22. 12/12/2016
23. 24/12/2016
24. 14/12/2016
25. 04/01/2017
26. 09/01/2017
27. 10/01/2017
28. 16/01/2017
29. 20/01/2017
30. 21/01/2017
31. 14/02/2017
32. 02/03/2017
33. 17/03/2017
34. 21/03/2017
35. 27/03/2017

AUDIT COMMITTEE

The composition of an Audit Committee is as given below.

Sl. No Name Designation
1. Mr. Anil Kumar Jain Chairman
2. Mr. Sanjay Chandak Member
3. Mr.Shashank Agarwal Member

Audit Committee has played a vital role in matters related to Auditors appointment andtheir remuneration.

NOMINATION AND REMUNERATION COMMITTEE

The composition of Nomination and Remuneration Committee is as given below:

Sl. No Name Designation
1. Mr. Anil Kumar Jain Chairman
2. Mr. Vijay Kumar Jain Member
3. Mr. Arun Bhargava Member

In terms of provisions of Section 178(3) of the Companies Act 2013 the Committee hadformulated the criteria for determining qualifications positive attributes andindependence of directors and the same was recommended to the Board. The Board hadapproved the policy. Also the committees was the deciding factors in decisions likeremuneration of directors KMP's and other employees identifying qualified personnel toappoint in Key Management of the Company etc.We affirm that the remuneration paid to thedirectors is as per the terms laid out in the Nomination and Remuneration Policy of theCompany.

CSR COMMITTEE

The composition of CSR Committee is as given below:

Sl. No Name Designation
1. Ms. Tripti Gupta Chairman
2. Mr. Sanjay Chandak Member
3. Mr. Shashank Agarwal Member

The Committee's prime responsibility is to assist the Board in discharging its socialresponsibilities by way of formulating and monitoring implementation of the framework ofcorporate social responsibility policy observe practices of Corporate Governance at alllevels and to suggest remedial measures wherever necessary.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Loans guarantees and investments covered under Section 186 of the Companies Act 2013forms part of the notes to the financial statements provided in this Annual Report. Therewere investments made by the Company in its Wholly Owned

Subsidiary Company under Section 186 of the Companies Act 2013 during the year underreview. The details of investment loan and guarantee made is annexed in Annexure E.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered with Related Parties during the financial year were on arm'slength basis and were in the ordinary course of business. Further there are no materiallysignificant related party transactions during the year under review made by the Companywith Promoters Directors Key Managerial Personnel or other designated persons which mayhave potential conflict with the interest of the Company at large. Accordingly thedisclosure of related party transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2is not required.

The particular of Contracts or Arrangements made with related parties made pursuant toSection 188 including certain arm's length transactions under third proviso thereto arehereby enclosed and furnished in Annexure F and is attached to this report.

ROLE OF THE COMPANY SECRETARY IN OVERALL GOVERNANCE PROCESS

The Company Secretary plays a key role in ensuring that the Board (including committeesthereof) procedures are followed and regularly reviewed. The Company Secretary ensuresthat all relevant information details and documents are made available to the Directorsand senior management for effective decision-making at the meetings. The Company Secretaryis primarily responsible to assist and advise the Board in the conduct of affairs of theCompany to ensure compliance with applicable statutory requirements and SecretarialStandards to provide guidance to directors and to facilitate convening of meetings. TheCompany Secretary interfaces between the management and regulatory authorities forgovernance matters.

ROLE OF THE CHIEF FINANCIAL OFFICER (KMP)

During the year under review Your Company designated Mr. Kamlesh Kumar Sharma a keyemployee of the Company as Chief Financial Officer-Cum-Key Managerial Personnel of theCompany who plays a pivotal role in ensuring the compliance of applicable accountingprocedures taxation aspects and administrative policies are followed and regularlyreviewed. The Chief Financial Officer-Cum-Key Managerial Personnel ensures that allrelevant information pertaining to accounting policy including details and documents aremade available to the Directors for taking effective decision-making at the meetings.

RISK MANAGEMENT POLICY

The Company has adopted the measures concerning the development and implementation of aRisk Management System in terms of Section 134(3)(n) of the Companies Act 2013 afteridentifying the elements of risks which in the opinion of the Board may threaten the veryexistence of the Company itself. The Company has an elaborate Risk Management process ofidentification assessment and prioritization of risk followed by coordinated efforts tominimize monitor and mitigate / control the probability and / or impact of unfortunateevents or to maximize the realization of opportunities. The Risk Management procedure isreviewed by the Audit Committee from time to time to ensure that the executive managementcontrols risks through means of a properly defined framework. Major risks identified aresystematically addressed through mitigating actions on a continuing basis.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:

During the year under review the Company has not received any complaint under theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013. The Internal Complaints Committee under the aforesaid Act is yet tobe constituted. The Board is making its effort to identify third-party representative froman NGO/an agency conversant with the subject and having experience in social service or befamiliar with labour service civil or criminal law.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of the knowledge and belief of the Directors of the Company and accordingto the information and explanations obtained by them your Directors make the followingstatement in terms of Section 134(3) (c) of the Companies Act 2013. :

(a) In the preparation of the annual accounts for the financial year 2016-17 theapplicable accounting standards read with requirements set out under Schedule III to theAct had been followed along with proper explanation relating to material departures;

(b) The directors have selected such accounting policies applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year 2016-17 andof the profit and loss of the company ended on that date;

(c) The directors 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;

(d) The directors have prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.

(f The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors acknowledge with sincere gratitude the cooperation and help extended byall the stakeholders of your Company including its esteemed shareholders governmentdepartments and agencies financial institutions and banks customers vendors andemployees.

By Order of the Board
For Salasar Techno Engineering Limited
-Sd-
Chairman Cum -Sd-
Managing Director Jt. Managing Director
Alok Kumar Shashank Agarwal
DIN NO. 01474484 DIN: 00316141
KL-46 Kavi Nagar B-166 Sector-50
Ghaziabad-201001 Gautam Budh Nagar
Uttar Pradesh Noida 201301 UP
Date: 12/06/2017
Place: New Delhi