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Sarda Energy & Minerals Ltd.

BSE: 504614 Sector: Metals & Mining
NSE: SARDAEN ISIN Code: INE385C01013
BSE 00:00 | 17 Feb 201.05 -5.15
(-2.50%)
OPEN

203.10

HIGH

204.65

LOW

200.00

NSE 00:00 | 17 Feb 201.10 -4.45
(-2.16%)
OPEN

210.00

HIGH

210.00

LOW

200.00

OPEN 203.10
PREVIOUS CLOSE 206.20
VOLUME 1701
52-Week high 331.00
52-Week low 139.80
P/E 3.37
Mkt Cap.(Rs cr) 725
Buy Price 200.10
Buy Qty 200.00
Sell Price 201.05
Sell Qty 1.00
OPEN 203.10
CLOSE 206.20
VOLUME 1701
52-Week high 331.00
52-Week low 139.80
P/E 3.37
Mkt Cap.(Rs cr) 725
Buy Price 200.10
Buy Qty 200.00
Sell Price 201.05
Sell Qty 1.00

Sarda Energy & Minerals Ltd. (SARDAEN) - Director Report

Company director report

Dear Shareholders

Your directors take pleasure in presenting the 46th Annual Report on business andoperations of your Company for the financial year ended 31st March 2019.

Financial Performance

(र in crore)

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Revenue from operations 1653 1515 2324 2217
Exports 124 68 637 622
EBIDTA 406 361 499 472
Depreciation 50 49 76 73
Finance cost (Net) 35 36 99 97
Exceptional item - (income) /expense - 8 - 8
Profit before tax 321 268 324 294
Provision for tax 106 80 117 90
Net Profit 215 188 207 206

Review of performance

In 2018 global crude steel production reached 1808.6 MnT an increase of 4.6% over2017. This increase is primarily due to growth in steel consumption in infrastructureactivities. China continued to be the world's largest crude steel producer contributingto 51.3% of the global crude steel production. Crude steel production in India reached106.5 MnT showing an increase of 4.9% over the previous year making India the secondlargest crude steel producing country.

Despite slowdown in global economy steel demand increased by 2.1% in 2018. Theincrease over 2017 was mainly supported by government stimulus and better than expectedeconomic activity in China.

However growth in developed economies slowed to 1.8% in 2018. In 2018 the EU was netimporter of steel at 16.9 MnT. Exports from China to the rest of the world decreased againin 2018 to 68.8 MnT.

Changing trade flows in the global steel market have caused an increase in the amountof anti-dumping measures. Growth of steel demand in the global market will be influencedby general economic recovery & the impact of trade war. With low debt burden yourCompany should be able to absorb any negative market sentiments.

Steel demand in India is expected to grow at 7% in 2019 driven by growth acrosssectors such as railways roadways & infrastructure based on emphasis laid down byGovernment of India. Industry consolidation through the Insolvency and Bankruptcy Code2016 is expected to lead to improved discipline in the market place and stable pricing.

The year gone by has been historic in terms of achievements. During the year yourCompany scaled new highs in production in most products. The production of other productswas also in line with previous year.

During the year the Company had the benefit of full year of operation of the newturbine replaced in March 2018. The Company also operated its iron ore mine for the fullyear. Your Company fulfilled all its financial obligations on time. The Debt-Equity ratioof your Company as on 31st March 2019 stood at 0.08:1 as against 0.10:1 in the previousyear.

During the year your Company at standalone levels exported 10441 MTs of ferro alloysas against 8578 MTs in previous year. During the year your Company exported 53790 MTsof iron ore pellets through merchant exporter as against 15195 MTs in the previous year.

Stakeholders are requested to refer the detailed analysis of the performance given inthe Management Discussion and Analysis Report appended hereto.

No material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company. Further therewas no change in the nature of the business of the Company during the year.

Dividend

Your Directors are pleased to recommend dividend of र5/- (i.e. 50%) per equity sharefor the financial year 2018-19 (last year र5/- per equity share). The dividend ifapproved by the shareholders in the ensuing Annual General Meeting will be paid as per theapplicable provisions.

During the year under review your Company has not transferred any amount to GeneralReserves. Further your Company has transferred the unpaid dividend amount in respect ofthe F.Y. 2010-11 to the Investor Education and Protection Fund.

Subsidiaries/Controlled Entities/Joint Ventures

During the year under review -

> your Company accorded its approval for strike off of two of its subsidiariesnamely Raipur Fabritech Private Limited and Raipur Industrial Gases Private Limited asthere was no business in those entities. The strike-off applications are pending forapproval.

> due to further allotments to your Company towards its commitment in the projectcost there is a slight increase of 1.39% in the stake of your Company in Madhya BharatPower Corporation Limited.

A brief on the performance/business operations of subsidiaries/controlledentities/joint ventures consolidated with your Company is given hereunder.

Subsidiaries

> Sarda Energy & Minerals Hongkong Limited Hongkong (SEMHKL) is a wholly ownedsubsidiary functioning as global investment arm of your Company. During the year underreview the subsidiary reported a net profit of र7.20 crore as against net profit ofर14.27 crore in the previous year. The company has paid a dividend of USD 2.60 Mn duringthe year (Pr. Year USD 2.25 Mn).

> Sarda Global Venture Pte. Limited Singapore (SGV) a wholly owned subsidiary hasacquired economic interest in coal mines in Indonesia. The company is having JV withIndorama group for the coal mine in Indonesia. During the year under review the ventureextracted 500004 MTs (PY 123656 MTs) of coal. The subsidiary reported a net profit ofर0.95 crore as against net loss of र1.63 crore in the previous year.

> Sarda Global Trading DMCC Dubai (SGT) a wholly owned subsidiary has beenincorporated in March 2018 with the object of trading in metal ores and firewood. YourCompany has paid the initial capital in SGT during the year under review. The Company isyet to start its activities. The subsidiary reported a net loss of र1.23 crore.

> Sarda Metals & Alloys Limited (SMAL) a wholly owned subsidiary operating 2 x33 MVA Ferro Alloys plant backed by 80 MW captive thermal power plant enjoys a TWO StarExport House status. During the year power generation was 524.28 MU as compared to 499.37MU in the previous year. The ferro alloys production stood at 79585 MTs as against 83760MTs in the previous year. The Ferro Manganese market was subdued because of dumping ofcheaper imports mainly from countries like South korea. As a result the company did notproduce Ferro Manganese in the year which requries lesser specific power. This led to themarginal drop in production in the year as compared to previous year. However captiveconsumption of Power was 331.71 MU as against 329.54 MU in previous year indicating nodrop in operational levels of furnaces.

Because of improvement in power demand the company was able to achieve PLF of 74.81%against PLF of 71.26% in previous year.

During the FY 2018-19 the Company exported 69844 MTs ferro alloys against 77809 MTsin the previous year and achived export of र512.91 crore in FY 2018-19 as againstर554.85 crore in the PY.

The drop in exports is mainly because of subdued market conditions coupled with theongoing Trade war.

During the year the Company has reported a net profit of र5.90 crore as againstProfit of र16.59 crore in P.Y. The fall in the profit was on account of the increasedcost of raw material particularly coal. The company has met all its financial obligationsto its lenders on time.

> Sarda Energy Limited (SEL) a wholly owned subsidiary was incorporated as an SPVto put-up 1320 MW super critical IPP thermal power project in Chhattisgarh. As reportedearlier the company has abandoned the project. The funds lying idle with the Company havebeen invested in Madhya Bharat Power Corporation Limited as part of promoters'contribution. During the year under review the subsidiary reported a net profit ofर0.43 crore as against net profit of र0.20 crore in the previous year.

> Parvatiya Power Limited (PPL) is operating 4.8 MW Loharkhet Hydro Power projectin Bageshwar district of Uttarakhand. The Plant is based on River Sarju. The Company hassupplied 217.18 lakh KWh (Previous Year 182.67 lakh KWh) to the state grid. The Plant hasachieved second highest generation in F.Y. 2019 which is marginally lower than highestrecorded generation of 217.88 MU in the F.Y. 2011-12.

The plant enjoys debt free operations since financial year 2017-18. The capacity of thePlant is being enhanced by installing additional unit of 3 MW. The Detailed Project Reporthas been submitted for approval of Uttarakhand Jal Vidyut Nigam Limited.

During the year the Company has earned profit after tax of र2.76 crore (PreviousYear र5.22 crore).

The profit during the previous year was on higher side on account of reversal of thedeferred tax liability.

The company has made provision of र9.96 crore towards impairment in the value ofinvestments.

During the year the Company has made investment in M/s Apex Equipments Private Limitedresulting into increase in its holding in the Company from 6.50% to 16.30%. Your Companycontinues to hold 51% stake in PPL.

> Madhya Bharat Power Corporation Limited (MBPCL) is implementing 96 MW (2X48)Rongnichu HEP near Gangtok in East Sikkim. It is a run of the river scheme based on theRiver Rongnichu. It is a CDM registered project. The construction works of the project areconsistently progressing ahead. 12.60 kms long underground tunnel has been fully excavatedexcept 13.39 metres left intentionally to be excavated at the end. Half of the concretelining works is complete. Civil works of Barrage and Power House Complex is largelycompleted. Hydro-Mechanical works of Gates erection and penstock steel lining is underway.Supply and erection of power plant equipments is under progress. 24 out of 30 transmissionline towers have been erected and stringing work is under progress. The project isexpected to be operational before onset of next monsoon F.Y. 2021.

During year under review your Company has infused र91.02 crore in MBPCL (' 42.04crore by way of equity contribution and र48.98 crore by way of unsecured loan). YourCompany holds 79.35% stake in the project (68.31% directly and 11.05% through its whollyowned subsidiary Sarda Energy Limited) as compared to 77.96 % in the previous financialyear.

> Natural Resources Energy Private Limited (NREPL) is an SPV to carry on thebusiness of development of mines and minerals generation and trading of power andinfrastructure development. The company had participated in the auction of coal mines asan SPV. The entire share capital of the company is held by SEML and its wholly ownedsubsidiary SMAL.

Controlled Entities

> Chhattisgarh Hydro Power LLP (CHP LLP) is engaged in implementation of smallhydro power projects in the State of Chhattisgarh. The State has potential for hydroprojects which is largely unexploited. This gives immense opportunity to the LLP as it haslicenses for implementation of four small hydel power projects with total installedcapacity of 98.76 MW.

The first 24 MW Gullu Small Hydro Electric Project has been commercialized in F.Y.2017-18. The capacity of the Plant has been enhanced from 24 MW to 24.96 MW during theyear under review. The Plant has been earning cash surplus from the very first year of itsoperation. It has generated healthy business returns supported by adequate fixed feed intariff. During the year the Plant has generated and supplied 632.95 lakhs units and hasearned profit of र10.01 crore in its first full year of operations.

Amongst other allotted Projects 24.90 MW Rehar-I SHP is in the most advance stage oftake off. Various statutory clearances including Second stage (Final) forest clearance isin place. Pre construction activities like construction of labour camps stores and guesthouse is complete.

Your Company holds 60% stake in the LLP as on 31st March 2019. In the current year(2019-20) subsequent to restructuring of the LLP your Company has increased its stake inthe Company to 100% (72% directly and 28% through its wholly owned subsidiary M/s SardaEnergy Limited).

> Sarda Hydro Power LLP (SHP LLP) formerly M/s Sarda Hydro Power Private Limitedhas been converted into LLP during the year. On its conversion all the members of thecompany became the partners of the LLP and your Company continues to hold 60% stake inLLP. The LLP is implementing two small hydro projects namely 24 MW Kotaiveera and 9 MWGaneshpur Both the projects are under planning and development stage.

> Shri Ram Electricity LLP (SRE LLP) was incorporated as a special purpose vehicle(SPV) for setting up a captive thermal power plant of 40 MW in the State of Chhattisgarh.In view of the cancellation of coal linkage for the power project the LLP has dropped theproject. The entity reported a net profit of र0.09 crore in line with the previous year.Your Company continues to hold 51% stake in SRE LLP. The firm will be dissolved once coalallocation related matters are closed.

Joint Ventures

> Raipur Infrastructure Company Limited (RICL) was operating a private RailwaySiding in Mandhar Raipur. As already reported railways has turned down request of thecompany for renewal of the existing lease agreement in view of requirement of loopline atthe station. The company is pursuing with the Railways for getting refund of र5 croredeposited as security for siding at Odisha. Your Company holds one third share in theJoint Venture. During the year 2018-19 the Company had incurred net loss of र3.70 croreas against net profit of र3.76 crore in the previous year.

> Madanpur South Coal Company Limited (MSCCL) a SPV was allotted Madanpur SouthCoal Block in consortium. The Supreme Court had cancelled all coal block allotments.Consequent to cancellation of coal mines there is no business left in the company and noother activity has been planned. MSCCL holds certain assets including land acquired forthe project. MSCCL would be wound-up after disposal of these assets. Your Company holds20.13% in the Joint Venture.

A report on the performance and financial position of each of the subsidiariesassociates and joint ventures as per the Companies Act 2013 and their contribution to theoverall performance of the company during the period under report is provided as part ofthe Consolidated Financial Statements and hence not repeated here for the sake of brevity.The Policy for determining material subsidiaries as approved by the Board may be accessedon the Company's website www.seml.co.in under the head corporate governance/policies underthe Investors' section.

Consolidated financial statements

The consolidated financial statements presented by the Company include financialinformation of its subsidiaries prepared in compliance with applicable AccountingStandards.

In accordance with Section 136 of the Companies Act 2013 the Audited financialstatements including the consolidated financial statements and related information of theCompany and audited financial statements of each of its subsidiaries are available on ourwebsite www.seml.co.in. These documents are also available for inspection during businesshours at our registered office.

ESOP Scheme

During the year 2018-19 there were no options outstanding for exercise. Accordinglythe disclosures required to be made in the Directors' Report in respect of the aforesaidESOP Scheme are not applicable.

Directors

In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs. Uma Sarda Director of the Company retire by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered herself for re-appointment.

Brief profile of Mrs. Uma Sarda who is proposed to be appointed/re-appointed natureof her expertise names of the companies in which she holds directorships and hershareholding in the Company is provided in the Corporate Governance Report forming part ofthe Annual Report.

During the year under review the members approved the re-appointment of Mr. PadamKumar Jain as Director liable to retire by rotation.

Further during the year the members of the Company by way of Special Resolutionthrough Postal Ballot have also approved the re-appointment of the following IndependentDirectors for the term given against their respective names:

> Mr. Asit Kumar Basu - 5 years - w.e.f. 1st April 2019

> Mr. C.K. Lakshminarayanan - 4 years - w.e.f. 1st April 2019

> Mr. Gajinder Singh Sahni - 2 years - w.e.f. 1st April 2019

> Mr. Jitender Balakrishnan - 5 years - w.e.f. 1st April 2019

> Mr. Rakesh Mehra - 5 years - w.e.f. 1st April 2019

Further Mr. P.R. Tripathi Independent Director has retired w.e.f. 1st April 2019consequent to crossing the age of 75 years. The Board takes on record its deepappreciation of the services rendered by Mr. P.R. Tripathi during his tenure as Director.He served on the Board of the company for 16 years.

Your Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed under theCompanies Act and the Listing Regulations.

Pursuant to the provisions of the Companies Act and the Listing Regulations the Boardof Directors ("Board") has carried out an annual evaluation of its ownperformance and that of its Committees and individual Directors. The performance of theBoard and individual Directors was evaluated by the Board seeking inputs from all theDirectors. The performance of the Committees was evaluated by the Board seeking inputsfrom the Committee Members. The Nomination and Remuneration Committee ("NRC")reviewed the performance of the individual Directors. A

separate meeting of Independent Directors was also held to review the performance ofNon-Independent Directors; performance of the Board as a whole and performance of theChairperson of the Company taking into account the views of Executive Directors andNon-Executive Directors. The evaluation of Independent Directors was carried out withoutthe presence of concerned Director. This was followed by a Board meeting that discussedthe performance of the Board its Committees and individual Directors. Key criteria's forperformance evaluation are given in Annexure A to directors' report.

Your Company follows a policy on remuneration of Directors Key Managerial Personnel(KMP) Senior Management Personnel (SMP) and other employees of the Company. The policy isapproved by the Nomination & Remuneration Committee of the Company. RemunerationPolicy for Directors Key Managerial Personnel and other employees marked as Annexure B todirectors' report.

Your Company with the approval of Nomination & Remuneration Committee has adopted apolicy on Board diversity and the recommendation of candidature for Board appointment willbe based on merit that complements and expands the skills experience and expertise of theBoard as a whole taking into account gender age professional experience andqualifications cultural and educational background and any other factors that the Boardmight consider relevant and applicable from time to time towards achieving a diverseBoard. The criteria for determining Qualification positive attributes and Independence ofdirector is enclosed as Annexure C to directors' report.

Familiarization programmes for Board Members

The Familiarization program aims to provide insight to the Independent Directors tounderstand the business of the Company. Upon induction the Independent Directors arefamiliarized with their roles rights and responsibilities. Your Company providesinformation to familiarize the Independent Directors with the strategy operations andfunctions of the Company. The Board members are also taken to the sites of subsidiaries tounderstand and review their functions.

At various Board meetings during the year the Board members are provided withinformation/ presentations and are given the opportunity to interact with the SeniorManagement of your Company to help them to understand the Company's strategy/policiesbusiness model operations products markets organization structure finance humanresources technology quality facilities and risk management changes in the regulatoryenvironment applicable to the corporate sector and to the industry in which it operatesand such other matters as may arise from time to time.

Quarterly presentations on operations made to the Board include information on businessperformance operations safety market scenario financial parameters working capitalmanagement fund flows senior management change major litigation compliancessubsidiary information donations regulatory scenario etc.

The policy on familiarization programmes for Independent Directors is posted on thewebsite of the Company www. seml.co.in and can be accessed under the head corporategovernance/policies under the Investors' section.

Directors' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March 2019 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgements 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 of the profitof the Company for the year 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 Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

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; and

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.

Key managerial personnel

During the year there was no change in the Key Managerial Personnel.

Auditors and Auditors' Report Statutory Auditors

At the Annual General Meeting for the financial year 2013-14 held on 29th September2014 M/s. O.P. Singhania & Co. Chartered Accountants Raipur were appointed asstatutory auditors of the Company to hold office till the conclusion of the Annual GeneralMeeting (AGM) to be held in the calendar year 2019.

The Board of Directors on the recommendation of the Audit Committee has subject tothe approval of the members re-appointed M/s. O.P. Singhania & Co. for a second termof five years from the conclusion of the ensuing 46th AGM till the conclusion of the 51stAGM. Accordingly the Notice convening the ensuing AGM carries the required resolutionalong with the explanatory statement w.r.t. the proposed appointment of M/s. O.P.Singhania & Co. as statutory auditors. M/s. O.P. Singhania & Co. StatutoryAuditors have confirmed that they are eligible for being appointed as Statutory Auditorsof the Company for the second term of five years.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark. During the year under reviewthe Auditors did not report any matter under section 143(12) of the Act therefore nodetail is required to be disclosed under section 134(3) (ca) of the Act.

Cost Auditors

Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Rules 2014 the cost audit records maintained by the Company inrespect of various manufacturing activities are required to be audited.

The cost audit report for the financial year 2017-18 was filed with the Ministry ofCorporate Affairs. M/s. S.N. & Co. Cost and Management Accountants were appointed asthe Company's Cost Auditor.

Your Directors have on the recommendation of the Audit Committee appointed M/s. S.N.& Co. Cost and Management Accountants to audit the cost accounts of the Company on aremuneration of र1.75 lakh for the year 2018-19.

As required under the Companies Act 2013 the remuneration payable to the CostAuditors:

i) for 2018-19 has been ratified by the members in the Annual General Meeting held on21.09.2018.

ii) for 2019-20 is being placed before the members in the ensuing annual generalmeeting for ratification.

Secretarial Auditor

The Board has appointed M/s. S.G. Kankani & Associates Practicing CompanySecretaries to conduct Secretarial Audit for the financial year 2018-19. The SecretarialAudit Report for the financial year ended 31st March 2019 is annexed herewith marked asAnnexure D to this Report.

With reference to the comment of the secretarial auditors regarding non-submission ofinformation to Calcutta Stock Exchange your Directors wish to inform that the Company hadcomplied with all requirements for delisting of its shares from Calcutta Stock Exchange(CSE) in February 2004. The delisting application is still pending on the part of CSE. Inview of the pendency of delisting application the Company has stopped sending anyinformation to the Calcutta Stock Exchange and has also reported the matter to SEBI.

Further in terms of requirement of regulation 24A of SEBI Listing Regulations theSecretarial Audit Report for the financial year ended 31st March 2019 in respect ofSarda Metals & Alloys Limited and Madhya Bharat Power Corporation Limited thematerial subsidiaries of the Company is annexed to this report marked as Annexure E andAnnexure F respectively.

Corporate Social Responsibility (CSR)

With the objective of sustainable development and continual improvement your Companyadopts a voluntary and proactive approach to CSR to connect with the society by creating asense of belonging. Your Company strives for sustainable development programs inpartnership with the community.

Members are requested to refer the Corporate Governance Report forming part of thisannual report for the composition of the CSR Committee. The CSR policy of the Company isavailable on the website of the Company - www.seml.co.in - under the head corporategovernance/policies under the Investors' section. The annual report on the CSR activitiesis annexed as Annexure G to this report.

The Company's CSR initiatives usually involve setting the foundation of variousprograms at a small scale to learn from on-ground realities getting feedback fromcommunity and then putting an enhanced sustainable model to ensure maximum benefit to thecommunity. During the year the Company's spending on CSR has been more than thestatutorily required.

Corporate Governance

Pursuant to the Listing Regulations Corporate Governance Report along with theAuditors' Certificate regarding compliance of conditions of Corporate Governance is made apart of the Annual Report.

Disclosures

Board/Committees/Vigil Mechanism

The Board of Directors met 6 (six) times during the financial year 2018-19. The detailsof the composition of Board of Directors Corporate Social Responsibility Committee AuditCommittee other committees of the Board meetings of the board and committees andattendance of directors at the Board and committee meetings and implementation of VigilMechanism are given in the Corporate Governance Report forming part of this Annual Report.

Particulars of Loans given Investments made Guarantees given and Securities provided

Particulars of loans given investments made and guarantees given are given in note no.11 44 3 7 and 39 to the standalone financial statements. The Company in its capacityof promoter has pledged 10718160 shares of Sarda Metals & Alloys Limited and114835000 of Madhya Bharat Power Corporation Limited with the lenders of respectivecompanies for loans granted to the them by the lenders. The loans and the guarantees givenare utilized by the recipients for their business purposes. Members are requested to referthe notes for details which are not repeated here for the sake of brevity.

Contracts and Arrangements with Related Parties

During the year the Company did not have any contracts or arrangements with relatedparties in terms of Section 188 (1) of the Act. Also there were no material related partycontracts entered into by the Company and all contracts were at arm's length and inordinary course of business to further the business interests of the Company.

Accordingly particulars of contracts or arrangements with related parties referred toin Section 188(1) of the Act along with the justification for entering into such contractsor arrangements in Form AOC-2 does not form part of the report.

The Policy on materiality of related party transaction and dealing with related partytransactions as approved by the Board may be accessed on the Company's website -www.seml.co.in under the head corporate governance/policies under Investor' section.

Internal Financial Control

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

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure H to this Report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure I to thisreport. The same is also available on the Company's website athttp://seml.co.in/Corporate%20Governance/SEML%20-%20MGT%20-%209%20-%20 2018-19.pdf

Particulars of Employees and related disclosures

In terms 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 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules is annexed herewith as Annexure J to thisReport.

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 provided in Annexure K to this report.

Risk Management

The Risk Management Committee has been entrusted with the responsibility to assist theBoard in (a) Overseeing and approving the Company's enterprise wide risk managementframework; and (b) Overseeing that all the risks that the organization faces such asstrategic financial credit market liquidity accident security property IT legalregulatory reputational and other risks have been identified and assessed and there is anadequate risk management infrastructure in place capable of addressing those risks.

A Risk Management Policy and a Hedging Policy as approved by the Board of Directors isin place. The Company monitors and manages the risks and uncertainties that can impact itsability to achieve its strategic objectives.

General

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;

4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries;

5. 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;

6. The Company is required to maintain cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013 and suchaccounts and records are made and maintained;

7. The Company has in place proper systems to ensure compliance with the provisions ofthe applicable secretarial standards issued by The Institute of Company Secretaries ofIndia and such systems are adequate and operating effectively;

8. The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 [14 of 2013].

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.

The disclosures/information/details disclosed/given elsewhere in the annual report havenot been repeated again in the directors' report for the sake of brevity. Members arerequested to refer relevant sections for the information. All policies/disclosuresrequired to be disclosed on the website are available under the Investors' section on thewebsite of the Company at www.seml.co.in.

Acknowledgement

Your Directors place on record their gratitude for the valuable guidance and supportrendered by various Government departments Financial Institutions Banks and variousstakeholders such as shareholders surrounding societies customers and suppliers amongothers. The Directors also commend the continuing commitment and dedication of theemployees at all levels which has been critical for the Company's success. The Directorslook forward to their continued support in future.

On behalf of the Board of Directors
(K.K. Sarda)
Raipur Chairman & Managing Director
3rd August 2019 DIN:00008170