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Sudal Industries Ltd.

BSE: 506003 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE618D01015
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NSE 05:30 | 01 Jan Sudal Industries Ltd
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VOLUME 1133
52-Week high 12.00
52-Week low 3.39
P/E
Mkt Cap.(Rs cr) 5
Buy Price 7.27
Buy Qty 183.00
Sell Price 7.27
Sell Qty 2.00
OPEN 6.59
CLOSE 7.27
VOLUME 1133
52-Week high 12.00
52-Week low 3.39
P/E
Mkt Cap.(Rs cr) 5
Buy Price 7.27
Buy Qty 183.00
Sell Price 7.27
Sell Qty 2.00

Sudal Industries Ltd. (SUDALINDS) - Director Report

Company director report

To

The Members

Sudal Industries Limited

Your Directors have pleasure in presenting the Thirty Nineth Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31st March2018

FINANCIAL RESULTS

The Company's performance during the year ended 31st March 2018 as comparedto the previous financial year is summarized below:

(Rs. in Lakhs)

year ended year ended
31st March 2018 31st March 2017
Total Revenue 10839.68 9395.28
Earnings before Interest Depreciation and Tax 573.09 752.81
Less: Interest and Finance Charges 1352.30 1256.11
Less: Depreciation 307.08 199.49
Profit/(Loss) Before Taxation (1086.29) (702.79)
Less: Provisions for Current Tax - -
Less: Provision for Deferred Tax - -
Less :Provision for Tax for earlier year 10.90 -
Profit/(Loss) after Tax (1097.19) (702.79)
Other comprehensive income (5.95) 10.30
Total comprehensive income for the year (1103.14) (692.49)

COMPARABLE REVENUE

Your Company adopted Indian Accounting Standards (Ind AS) with effect from 1st April2017 as part of the 2nd wave of companies required to transition to the new standards.While details of the changes due to transition are given in the note to accounts thisnecessitated the restating of financials for the previous year (2016-17) and accordinglythe 2016-17 numbers as given above are the restated numbers. With effect from 1st July2017 the country moved to the GST regime wherein several taxes were subsumed into GST.

OPERATIONS AND RESULTS:

During the year under review price trend was upward due to increase in price at LondonMetal Exchange decrease in share of conversion along with improved demand for Aluminiumproducts which enabled the Company to achieve increased performance both in respect ofquantity and the value. However the margin were constrained due to differential pricemodule being followed by primary producers. Other factor being increase in other inputcost finance cost and depreciation to comply with provision of Ind AS standard.

DIVIDEND:

Considering the loss in the current financial year your Directors have not recommendedany dividend for the financial year under review.

TRANSFER TO RESERVES:

In view of loss incurred during the year under review the Board of Directors has notrecommended transfer of any amount to reserves.

REVISION OF FINANCIAL STATEMENT:

The accounts for current year and previous year have been reworked to give effect toprovisions of Ind AS adopted for first time.

REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review your Company did not have any subsidiary associate andjoint venture company.

DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review.

DISCLOSURES UNDER SECTION 134(3)(i) OF THE COMPANIES ACT 2013:

Except as disclosed elsewhere in this report no material changes and commitments haveoccurred between the end of the financial year of the Company and date of this reportwhich could affect the Company's financial position.

INTERNAL FINANCIAL CONTROLS:

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

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.

RELATED PARTY TRANSACTIONS:

The details of transactions/contracts/arrangements entered by the Company with relatedparty / parties as defined under the provisions of Section 2(76) of the Companies Act2013 during the financial year under review are furnished in Annexure I and forms partof this Report. All transactions on arms length and in ordinary course of business.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:

Full particulars of loans guarantees investments and securities provided during thefinancial year under review along with the purposes for which such loans guarantees andsecurities are proposed to be utilized by the recipients thereof has been furnished inNote No. 4 and 12 which are forming part of the Financial Statements for the year ended at31 March 2018.

DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013:

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013:

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE REPORT:

Pursuant to Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is attachedand marked as Annexure VIII and forms part of this Report.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: BOARD OF DIRECTORS & KEYMANAGERIAL PERSONNEL:

During the year under review there were no changes in the Board of Directors and KeyManagerial Personnel of the Company.

Ms. Chaitali V Salgaokar (DIN: 07762927) Independent Director resigned from theDirectorship of the Company due to pre occupation with effect from 23rd April2018.The Board placed on record its appreciation for the assistance and guidance providedby Ms. Chaitali V Salgaokar during her tenure as Director of the Company Ms. Pooja Bangera(PAN: ANDPB2942G) resigned from the post of Company Secretary and Compliance Officer ofthe Company with effect from 1st April.2018 due to pre- occupation.

In accordance with the provisions of the Act none of the Independent Directors areliable to retire by rotation. As per the provisions of Section 152 of the Companies Act2013 Mr. Sudarshan S Chokhani retires by rotation at the ensuing Annual General Meetingand being eligible offers himself for re-appointment. Necessary proposal for hisappointment has been included in the Notice of the ensuing Annual General Meeting of theCompany.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors under Section149(6) of the Companies Act 2013 confirming their independence vis--vis the Company.

DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES: a. BOARD MEETINGS:

The Board of Directors met 5 times during the financial year ended 31stMarch 2018 in accordance with the provisions of the Companies Act 2013 and rules madethereunder.

The dates on which the Board of Directors met during the financial year under revieware as under:

• 25th May2017

• 14th June2017

• 22nd August2017

• 30th November2017

• 9th February2018

b. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31 March 2018 the Board ofDirectors hereby confirms that:

• in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

• such accounting policies have been selected and applied consistently exceptprovisions of Ind-As to the extent became applicable for first time and the Directors madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as on 31 March 2018 and of the loss of the Companyfor the year;

• proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

• the annual accounts of the Company have been prepared on a going concern basis;internal financial controls have been laid down to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively; and

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

c. NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee of Directors reconstituted in accordance with theprovisions of Section 178 of the Act.

The composition of the said Committee was as on 31st March 2018:

Sr. No Particulars Members
1 Mr. Jal Thanawala Independent – N.E.D* (Chairman)
2 Mr. Manoj Shah Independent – N.E.D* (Member)
3 Ms. Chaitali Salgaonkar Independent- N.E.D* (Member)

* N.E.D : Non – Executive Director

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees. Major criteriadefined in the policy framed for appointment of and payment of remuneration to theDirectors of the Company are as under:

Minimum Qualification

Positive Attributes

Independence

Experience d. AUDIT COMMITTEE:

The Audit Committee of Directors constituted under the provisions of Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 confirmsthe compliance of the provisions of Section 177 of the Companies Act 2013. Thecomposition of the Audit Committee is in conformity with the provisions of the saidsection.

The Audit Committee as on 31st March 2018 as under:

Sr. No Particulars Members
1 Mr. Manoj Shah Independent – N.E.D* (Chairman)
2 Mr. Jal Thanawala Independent – N.E.D* (Member)
3 Mr. Sudarshan S Chokhani Managing Director (Member)

* N.E.D : Non – Executive Director

During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Audit Committee.

e. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review pursuant to Section 178 of the Companies Act 2013 theBoard of Directors of the Company constituted the Stakeholder's Relationship Committeecomprising of:

Sr. No Particulars Members
1 Mr. Jal Thanawala Independent – N.E.D* (Member)
2 Mr. Manoj Shah Independent – N.E.D* (Member)
3 Mr. Sudarshan S Chokhani Managing Director (Chairman)

* N.E.D : Non – Executive Director

The Company Secretary acts as the Secretary of the Stakeholders' RelationshipCommittee.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has pursuant to the provisions of Section 178(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy " for Directors andemployees of the Company to provide a mechanism which ensures adequate safeguards toemployees and Directors from any victimization on raising of concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports etc.

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.

BUSINESS RISK MANAGEMENT:

The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual / strategic business plans and in periodic management reviews.

ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the directors individually as well as the evaluationof all Committees. The manner in which evaluation has been carried out is detailed inAnnexure II which forms part of this Report.

INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:

The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year under review has been furnished and markedas Annexure III

AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2018:

The observations made by the Statutory Auditors in their report for the financial yearended 31st March 2018 read with the explanatory notes therein are self-explanatory andtherefore do not call for any further explanation or comments from the Board underSection 134(3) of the Companies Act 2013.

b. APPOINTMENT OF STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. Bagaria & Co. LLP CharteredAccountants (Firm Registration No. 113447W/W-100019) the Statutory Auditors of theCompany hold office upto the conclusion of the Forty Third Annual General Meeting. TheCompany has received a certificate from the said Auditors that they are eligible to holdoffice as the Auditors of the Company and are not disqualified for being so appointed.

c. FRAUD REPORTING :

During the year under review there were no instances of material or fraud fallingunder rule 13(1) of the Companies (Audit and Auditors) rule 2014 by officers oremployees reported by the Statutory Auditors of the Company during the course of the Auditconducted.

d. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31 MARCH 2018:

In terms of the provisions of Section 204 read with Section 134(3) of the CompaniesAct 2013 and the rules made thereunder (including any statutory enactments thereof )the Board had appointed M/s. Rathi and Associates Practicing Company Secretaries toconduct the Secretarial Audit of the Company for the Financial Year 2017-18. SecretarialAudit Report issued by M/s Rathi and Associates in Form MR-3 for the Financial Year2017-18 is appended as Annexure IV to this Report.

The said report does not contain any observation or qualification or adverse remarkrequiring explanation or comments from the Board under Section 134(3) of the CompaniesAct 2013.

e. COST AUDITORS: Pursuant to the provision of Section 148 of the Companies Act2013 read with Companies (Cost Records and Audit) Rules 2014 Company is required toappointment a Cost Auditor for auditing the cost and other relevant records of theCompany.

In accordance with the said provisions and as per the recommendation of the AuditCommittee the Board of Directors at their meeting dated 3rd July2018appointed M/s Hemant Shah & Associates Cost Accountants (Firm Reg. No. 000394) asthe Cost Auditors of the Company for the Financial Year 2018-19 on a remuneration of Rs70000 (Rupees Seventy Thousand Only) for the applicable Product Groups. As required underthe Companies Act 2013 the remuneration payable to the Cost Auditors is required to beplaced before the Members in a General Meeting for their approval. Accordingly aResolution seeking Members ratification for remuneration payable to M/s Hemant Shah &Associates Cost Auditors is included the Notice convening the Annual General Meeting.

OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2018 made under the provisionsof Section 92(3) of the Act is attached as Annexure V which forms part of this Report.

b. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure VI which forms part of this Report.

c. DISCLOSURE RELATED TO PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:

The Directors further state that pursuant to the provisions of sexual harassment ofwomen at workplace (Prevention Prohibition and Redressal) Act 2013 no case pertainingto sexual harassment at work place has been reported to Company during the F.Y. 2017-18.

d. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social responsibility policy) Rules 2014 were not applicable to your Companyduring the Financial Year 2017-18 and accordingly compliances with respect to the samewere not applicable to the Company during the year under review.

e. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace and has also established an Internal Complaints Committee asstipulated by The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and Rules thereunder. no case pertaining to sexual harassment at workplace has been reported to Company during the F.Y. 2017-18.

DISCLOSURE UNDER SCHEDULE V OF COMPANIES ACT 2013 :

CORPORATE GOVERNANCE (Applicble to Companies giving remuneration as per Section IIof Schedule V)

(Rs. in Lakhs)
Particulars Me Sudarshan S Chokhani Mr Mukesh V Ashar
(Managing Director) (Whole Time Director)
A) Element of Remuneration Package
Salary 42.00 6.47
Benefits - 0.61
Bonus - -
Stock Option - -
Pension - -
Total 42.00 7.08
B) Fixed and variable Components
Fixed Components 42.00 7.08
Performance Linked Incentives - -
C) Terms Appointment
Service Contract Appointed for 3 years w.e.f Appointed for 3 years w.e.f
01/09/2018 to 31/08/2023 08/12/2017 to 07/12/2022
Notice Period 3 Months in Writing 3 Month in writing
Severance Fees Monthly salary calculated for such number of years or pay for such number of months by which the notice falls short of the required number of months Monthly salary calculated for such number of years or pay for such number of months by which the notice falls short of the required number of months

ACKNOWLEDGMENTS AND APPRECIATION :

Our Directors take this opportunity to thanks the Customers Shareholders Suppliersbankers Business partners/ Associates Financial Institutions and State Governments fortheir consistent support and encouragement to the Company.

Registered Office For and on behalf of the Board of Directors
A-5 MIDC Ambad Industrial Area For Sudal Industries Limited
Mumbai Nashi Highway Nashik -422010
Sd/-
Sudarshan S Chokhani
Managing Director
DIN: 00243355
Sd/-
Mukesh V Ashar
Place: Mumbai CFO & DIRECTOR
Date: 3rd July2018 DIN: 06929024

ANNEXURE I Form No. AOC-2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto During the year under review all the material contracts/arrangements/ transactionswere on arm's length basis.

1. Details of material contracts or arrangement or transactions at arm's lengthbasis :

Name(s) of the related party and nature of relationship M/s Sudarshan Chokhani& Co. (Partnership Firm) M/s Shriram Chokhani & Co. (Partnership Firm) M/s Sudarshan Chokhani & Co. (Partnership Firm) M/s Shriram Chokhani& Co. (Partnership Firm) Mr.Shyantanu S Chokhani (Non- Executive Director )
Nature of contracts/ arrangements/ transactions Contract to purchase raw materials (i.e. billets ingots and Scrap) under section 188 (1)(a) Contract to purchase raw materials (i.e. billets ingots and Scrap) under section 188(1)(a) Contract to lease Commercial Premises Being Office Space under Section 188(1)(c) Contract to lease Commercial Premises Being Office Space under Section 188(1)(c) Appointment of Related Party to office or Place of Profit under Section 188(1)(f)
Duration of the contracts / arrangements/ transactions Five years w.e.f. 1st April 2014 Five years w.e.f 1st April 2014 Five year w.e.f 1st April 2015 to 31st March 2020 and which shall be subject to renewal on fresh terms and conditions on year to year basis Five year w.e.f 1st April 2015 to 31st March 2020 and which shall be subject to renewal on fresh terms and conditions on year to year basis Three Years w.e.f 1st January 2015
Salient terms of the contracts or arrangements or transactions including the value if any For each financial year Transaction value shall not be more than 10% of the gross turnover as on the last date of the previous financial year For each financial year transaction value shall not be more than 10% of the gross turnover as on the last date of the previous financial year. The Company shall pay a Lease Deposit in Lieu of Rent at the commencement The Company shall pay a Lease Deposit in Lieu of Rent at the commencement date of the lease i.e. 1st April 2015 which shall be receivable at the time of expiry / termination of the lease period. Appointment of Mr. Shyantanu Chokhani - Non Executive Director (Son of Mr. Sudarshan S Chokhani - Managing Director of the Company) as Advisor Marketing and Business Development.
Date(s) of approval by the Board if Any At the meeting of the Board held on 26th May 2015 At the meeting of the Board held on 26th May 2015 At the meeting of the Board held on 26th May 2015 At the meeting of the Board held on 26th May 2015 At the meeting of the Board held on 14th February 2015
Amount paid as advances if any - - - - -

ANNEXURE II

STATEMENT ON MANNER OF EVALUATION OF BOARD OF DIRECTORS COMMITTEE AND INDIVIDUALDIRECTORS:

Pursuant to the provisions of the Companies Act 2013 the Board carried out the annualperformance evaluation of its own performance all the directors individually as well asthe Audit Committee Nomination and Remuneration Committee Stakeholders RelationshipCommittee and Share Transfer Committees of the Board. A Policy named as "NominationRemuneration and Performance Evaluation Policy" with structured questionnaire wasprepared after taking into consideration inputs received from directors. (Policy isuploaded on the website of the Company www.sudal.co.in).

A separate exercise was carried out to evaluate the performance of individual directorson the parameters set out in the policy. The performance evaluation of IndependentDirectors was carried out by the entire Board based on parameters such as Qualificationskills and knowledge leadership qualities compliance with ethical standards and code ofconduct of the Company etc.

The independent directors at a separate meeting carried out the performance evaluationof Non-Executive Directors Board as a whole and the Audit Nomination & Remunerationand Stakeholders Relationship of the Board. The quality quantity and timeliness of flowof information between the Company management and Board were also evaluated. Performanceof Non – Executive Directors was evaluated on parameters such as Qualificationleadership skills steps initiated towards business development steps initiated towardsbranding of the Company exercising duties diligently etc.

Performance of the Board as a whole was evaluated on parameters such as compositionwith right mix of skills and knowledge whether the board receives regular updates onproduction marketing and financials and takes all necessary steps to ensure that theoperations of the organization are sound and reviews the organizations performance incarrying out a stated mission on a regular basis whether Board Meeting are conducted in amanner that encourages open communication meaningful discussions and timely resolution ofissues members of the Board meets applicable independence requirement etc.

Performance of the Committees of the Board were evaluated on parameters such asefficiency and effectiveness of the systems in the Company consideration of matters andconcerns raised by the members in the meeting committees accomplishments with respect toperformance objectives redressal of complaints and grievances co-ordination with otherCommittees and Board adherence to companies policies and internal procedures etc.

On a whole all the directors expressed their satisfaction with the evaluation process.

Registered Office For and on behalf of the Board of Directors
A-5 MIDC Ambad Industrial Area For Sudal Industries Limited
Mumbai Nashi Highway Nashik -422010
Sd/- Sd/-
Sudarshan S Chokhani Mukesh V Ashar
Place: Mumbai Managing Director CFO & DIRECTOR
Date: 3RD July2018 DIN: 00243355 DIN: 06929024

ANNEXURE III

DISCLOSURE FOR RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'SREMUNERATION AND OTHER DETAILS AS PER RULE 5 OF THE COMPANIES (APPOINTMENT &REMUNERATION) RULES 2014

I. Median Remuneration: Rs.216012/- Per Annum

II. Ratio of the remuneration of each Executive Director to the median remuneration ofthe Employees of the Company for the Financial Year 2017-18 the percentage increase inremuneration of Chief Financial Officer and other Executive Director and Company Secretaryduring the Financial Year 2017-18.

Sr. No. Name of Director /KMP Designation Ratio of Remuneration of each Director to median remuneration of Employees Percentage Increase in Remuneration
1. Mr.Sudarshan S Chokhani Managing Director 19.44:1 NIL
2. Mr. Mukesh V Ashar Whole-time Director and CFO 3.00:1 NIL

• For the purpose of Calculation of median only remuneration pertaining to theemployees being part of the Company for the entire financial year were considered

• Further the Ratio of Remuneration of the currently designated Company Secretaryand Compliance Officer is 1.93:1 Note:

• The Non-Executive Directors of the Company are entitled to receive sitting feesin accordance with the limit specified. The details of remuneration of Non-Executivedirectors are provided in the Extract of Annual Return forming part of the Board Report.The Ratio of remuneration and percentage increase for the Non-Executive DirectorsRemuneration is therefore not considered for the purpose above.

• Employee for the above purpose includes all employees excluding employeescovered under collective bargaining.

III. The percentage increase in the median remuneration of employees in the financialyear: During the F.Y. 2017-18 there was no increase in the median remuneration ofemployees.

IV. The Company has 110 permanent Employees on the rolls of Company as on 31st March2018.

V. Increase in remuneration depends upon factors like Company performancebenchmarking talent availability and turnover apart from the individual performance ofemployees

VI. The increase in remuneration of the Key Managerial Personnel is decided on theparameters set out in the Nomination Remuneration and Performance Evaluation Policy ofthe Company which is directly linked to individual performances as well as theperformance of the Business.

VII. The market capitalization of the Company as on 31st March 2018 was Rs 806.77lakhs as compared to Rs 816.35 Lacs as on 31st March 2017. The price-earning ratio of theCompany was (-1.36) as at 31st March 2018 and was (-0.93) at 31st March 2017. Theclosing share price of the Company at BSE limited as on 31st March 2018 being Rs 10.95per equity share of face value of 10/- each.

VIII. There is no increase in the salaries of employees/directors' in the financialyear .

IX. The key parameters for variable component of remuneration availed by the directors:Nil X. None of the employee received remuneration in excess of the highest paid Director.

It is hereby affirmed that the remuneration for the year is as per the remunerationpolicy of the Company:

Registered Office For and on behalf of the Board of Directors
A-5 MIDC Ambad Industrial Area For Sudal Industries Limited
Mumbai Nashi Highway Nashik -422010
Sd/- Sd/-
Sudarshan S Chokhani Mukesh V Ashar
Place: Mumbai Managing Director CFO & DIRECTOR
Date: 3RD July2018 DIN: 00243355 DIN: 06929024

DISCLOSURE PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READ WITH RULE 8 OFTHE COMPANIES (ACCOUNTS) RULES 2014 (A) CONSERVATION OF ENERGY

(1) Measures taken to Conserve Energy Measures taken to Conserve Energy

a) Stop 40 Hp Aux Pump motor & replace with 7.5 Hp pump motor. To reduce electricity consumption
b) Install 5 Hp Vfd To Press 3 Cooling Tower Fan To reduce electricity consumption
c) Replace existing 200 w light with 60 w LED lamp To reduce electricity consumption
d) Press 5 hydraulic manifold to replace with New design manifold To reduce electricity consumption
e) Use Tyre pyrolysis oil in place of furnace oil To reduce Fuel Cost
f) To buy maximum readymade billets of required extrusion alloys from primary Producers To reduce cost of production energy conservation & recovery.
(2) Additional Investment Proposed
a) Install Automatic Operated air Control Valve for homo furnace To Reduce LPG Consumption
b) Replace Blower motor From 7.5 HP to 5.0 Hp. To Reduce Electricity Consumption
c) Replace Billet Heater Conventional Burner With Ratio control Valve PID operated burner system. To Reduce LPG Consumption

3) Impact of (I) and (II) Above:

We reduce the power consumption Maximum Demand & improve efficiency. Reduce thecost and improve the recovery and quality of the finished product.

FORM A

Disclosure of particulars with respect to conservation of energy

Particulars Current Year Previous Year
2017-18 2016-17
A Power and Fuel Consumption
1. Electricity
A) Purchased (Units) 3208850 2873660
(Average rate/Unit-‘) 8.10 8.29
B) Own Generation
(i) Through Diesel Generator (Units)
Units/litres of Diesel Oil
(cost/Unit-‘)
(ii) Through Gas (Units- Kgs)
(Total Amount `) Cost per Kg
2. Gas Purchased units 406950 337930
(Total Amount `) 14498058 13469176
Cost per Kg 35.63 39.86
3. Coal (Specify Quantity & where used) Qty (Tons)
(Total cost `)
(Average Rate/Ton- `)
4. Furnace Oil (Quantity-Kg) 599113 519262
Total Amount-`) 14311979 11989198
(Average rate/Kg-`) 23.89 23.09
5. Other (Internal Generation) (Quantity)
(Total Cost)
(Average cost/Unit-`)
B Consumption per ton of production
- Electricity
- Furnace Oil (Units) 629.06 671.60
Aluminium Billets (For casting) (Kgs) 95.02 98.29
Alloy
Coal
Others (Specify)

(B) TECHNOLOGY ABSORPTION

Efforts made towards technology absorption For the year under review no new efforts were made
Benefits derived like product improvement cost reduction No benefits derived
product development or import substitution

In case of imported technology (imported during the last three years reckoned from thebeginning of the financial year):

Details of technology imported No technology imported
Year of import -
Whether the technology has been fully absorbed Technical assistance for extrusion die.
If not fully absorbed areas where absorption has not taken place and the reasons thereof Design manufacturing and correction. Extrusion ageing homogenizing etc. maintenance practices recommended by
Reynolds Germany have been put to practices as per the training to engineer of the Company.
Expenditure incurred on Research and Development

(` in Lakhs)

Capital -
Recurring 17.18
Total 17.18
Total R & D expenditure as a Percentage of Turnover (Approx.) 0.16%

(C) Foreign exchange earnings and Outgo:

The Company is exploring the possibility of export of its products. However exportsare not competitive with that of the domestic market.