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TRF Ltd.

BSE: 505854 Sector: Engineering
NSE: TRF ISIN Code: INE391D01019
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VOLUME 7080
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OPEN 126.95
CLOSE 122.95
VOLUME 7080
52-Week high 285.00
52-Week low 94.00
P/E
Mkt Cap.(Rs cr) 138
Buy Price 124.55
Buy Qty 50.00
Sell Price 126.70
Sell Qty 50.00

TRF Ltd. (TRF) - Director Report

Company director report

To the Members

The Directors present the 55th Annual Report and Annual Accounts on the business andoperations of your company along with summary of standalone and consolidated financialstatements for the year ended 31st March 2018.

A. Financial Results

Figures in Rupees Lakhs

TRF Standalone TRF Group
FY'18 FY'17 FY'18 FY'17
Revenue from operations 35395.12 51978.69 44177.58 60250.00
Other income 535.73 996.15 488.57 712.13
Total income from operations 35930.85 52974.84 44666.15 60962.13
Total expenses excluding finance costs & Depreciation 50148.74 52929.39 58513.24 63710.98
Profit / (loss) from operations before finance costs depreciation and exceptional items (14217.89) 45.45 (13847.09) (2748.85)
Finance Cost 4674.16 4561.54 4894.50 4775.79
Depreciation 366.75 417.61 499.46 552.97
Profit/ (loss) before share of Profit/(loss) of joint ventures exceptional item and tax (19258.80) (4933.70) (19241.05) (8077.61)
Share of Profit/(loss) from joint ventures - - 743.16 83.83
Profit / (loss) before exceptional items and tax (19258.80) (4933.70) (18497.89) (7993.78)
Exceptional items 2703.00 - - 418.67
Profit / (loss) before tax (16555.80) (4933.70) (18497.89) (7575.11)
Tax expense (1958.15) (2242.60) (1802.62) (2111.95)
Net Profit / (loss) after tax from continuing operation (14597.65) (2691.10) (16695.27) (5463.16)
Profit/(loss) after tax from discontinued operation - - 3283.92 3053.02
Profit/(loss) after tax for the year (14597.65) (2691.10) (13411.35) (2410.14)
Other Comprehensive Income 0.07 (230.79) 1446.00 (1116.45)
Total Comprehensive Income (14597.58) (2921.89) (11965.35) (3526.59)

Transfer of Reserves : In view of losses there is no transfer from Profit andloss account to general reserve.

Dividend : No dividend has been recommended by the Directors for the financial yearunder review.

Management Discussion And Analysis

The Management Discussion and Analysis as required by the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations) is incorporated herein by reference and forms an integral part of this report(Annexure 1).

B. Economic Outlook

The global economy is experiencing recovery reflecting a rebound in investmentmanufacturing activity and trade. The upswing in global investment and trade continued inthe second half of 2017. At 3.8% global growth in 2017 was the fastest since 2011. Withfavorable market sentiment and accommodative financial conditions global growth isexpected to grow at a rate of 3.9% in both 2018 and 2019.

The Indian economy in H1 FY'18 decelerated due to the effects of demonetization GSTimplementation NPA overhang of Banks and impact on agricultural income. However H2 FY'18has witnessed robust signs of revival- economic growth improved as the temporary shocksdue to demonetization and GST implementation began to fade and the synchronous globalrecovery helped boost exports. Central Statistics Office (CSO) has estimated India'sgrowth projection at 6.6% in FY'18 lower than 7.1% in FY'17.

As a result of a host of measures taken by the government to improve business climateIndia jumped 30 spots on the World Bank's Ease of Doing Business rankings.

C. Operation & Performance

TRF

While the broader economy witnessed improvement infrastructure growth remainedsluggish. During the year some of the major over-leveraged companies in theinfrastructure power generation and steel sector were referred to National Company LawTribunal (NCLT) under Insolvency and Bankruptcy Code (IBC). Some of them were customers ofthe Company. As a result the business was adversely affected.

The emphasis inter-alia during the year was to complete the existing projects. To havea greater focus on project performance and completion an Executive Committee of the Boardwas formed to review and monitor the project status. The said committee met regularlyduring the year. It is expected that three major projects which are in advanced stage ofcompletion will be completed during the year. Other projects which have been completedthe focus will be to accomplish their financial closure and collect retention money.

The company has also restructured its business divisions to improve synergies and totake-up new business avenues of fabrication and Life Cycle Services. Life cycle businessenvisages Operation & Maintenance Spares and Services refurbishment and segmentservicing. During the year Life Cycle Services achieved order load of over Rs 100 crore.

The Company is also exploring opportunity to further its business with Tata Steel forwhich approval of shareholders has been obtained by way of postal ballot. Opportunitiesare being explored in the areas of Design Engineering and Supervision FabricationConstruction and Life Cycle services. The above measures will assist in improving theperformance of the Company.

During the year the Company received orders for the highest number of Wagon Tipplersand Side Arm Chargers – (six sets) achieved so far in a financial year. The companysuccessfully manufactured and delivered Load Haul Dumpers and Travelling Plough Feeders.

Going forward the Focus will be on furthering order book from Tata Steel. The focusfor non Tata Steel business will be to complete Performance Guarantee test of projectswhich are in an advanced stage of completion reduce debtors and cost.

Operations and Performance of Subsidiary Companies

York Group

YORK Group of companies manufactures trailer axles assembles trailer suspension kitsand distributes a full range of truck / trailer components. York has manufacturingfacilities in India and China assembly units in Singapore and Australia and sales andservice Offices in other places of the world.

Major performance highlights for FY 17-18 of York Group are as under:

• Introduced 6 new products this year including New Light weight Air suspensionsFabricated Mechanical suspensions Agricultural un-braked axles.

• AIS 113 approvals were taken for more than 30 trailers in India. Market sharealso increased from 30% to 36% in

India

• Axle production increased both in India and China to maximise per shiftcapacities.

• Undertook development of a number of new suppliers in China and Indiaespecially for Casting products to cope with shortage in supplies. New suppliers weredeveloped for Air suspensions in Turkey to reduce costs.

FY 17-18 has been the best ever performance in the history of York. The turnover forYork Group in FY'17-18 was Rs 56734.83 lakhs (Incl. excise) compared to Rs 41486.39 lakhs(Incl. excise) in FY' 16-17. The consolidated Profit Before Tax for FY 17-18 was Rs2102.93 lakhs compared to Rs 234.64 lakhs in FY' 16-17.

As a part of restructuring of subsidiaries the approval of shareholders has beenobtained by way of postal ballot for divestment of the entire stake held by the Company'swholly-owned subsidiaries TRF Singapore Pte Ltd (hereinafter referred as ‘TRFS')& TRF Holdings Pte Ltd (hereinafter referred as ‘TRFH') in York TransportEquipment (Asia) Pte Ltd (hereinafter referred as "York") (York is a step downwholly owned subsidiary of the Company) to SAF-Holland GMBH on a cash free debt freebasis at an enterprise value of USD 40 million (subject to working capital adjustment)based on the binding offer received from the buyer SAF-Holland GMBH and Sale and PurchaseAgreement entered with the buyer. Of the proceeds received from divestment an amount ofUS$ 21.4 million has been used to satisfy the loan taken at the time of acquisition of 49%stake in York. The said Loan was novated to York as such the said amount of US$ 21.4million has been repaid to York.

Dutch Lanka Trailer Manufacturers Ltd (DLT)

DLT based in Sri Lanka manufactures and exports Ports and Road trailers globally.

The turnover of DLT Group in FY'17-18 was Rs 5321.09 (Incl excise) lakh compared to Rs5501.05 lakh during previous year. The consolidated Profit Before Tax of DLT Group forFY'17-18 was Rs 818.99 lakh compared to a Profit of Rs 482.93 lakh in FY'16-17. Theimproved performance of the Company was on account of increase in Profitability of TataInternational DLT in FY 2017-18.

Major performance highlights for FY 17-18 of DLT Group are as under:

• Developed stainless steel tanker 70t terminal trailer with fabricated main beamand 50t customized low bed trailers.

• Achieved higher customer satisfaction with the introduction of spares packagealong with bulk trailer purchases to leading terminal operators.

Tata International DLT Pvt Ltd (Tata DLT):

The turnover of the Tata International DLT the joint venture company of DLT forFY'17-18 was Rs. 35567.94 (Incl. excise) lakh against Rs.19155.31 (Incl. excise) lakh inprevious year. The Profit Before Tax for FY'17-18 was Rs 2206.82 lakh compared to a Profitof Rs 326.38 lakh in FY'16-17. The improved performance of Tata International DLT was onaccount of growth in turnover by 85.68 % in FY'17-18 and growth in Profitability by anoverwhelming 576.15%.

The increase in sale was due to growth in prime mover segment and capacity expansion atNigoji Plant in Q4 '16-17.

Major performance highlights for FY 17-18 of TATA DLT are as under:

• The Fully Built Commercial vehicle (FBV) sales to Tata Motors increased by about25% during the year under review

• Further the company also commenced FBV business with Ashok Leyland.

Hewitt Robins International Ltd (HRIL)

HRIL which is engaged in the business of bulk material handling has one of the widestranges of vibrating screens feeders crushers mobile crushing plants screens etc. TheCompany has manufacturing facilities in the U.K and caters to the demand primarily inEuropean markets.

The turnover of HRIL in FY'17-18 was Rs 3459.53 lakh compared to Rs 2772.35 lakh duringthe previous year. The Profit before Tax of HRIL for FY'17-18 was Rs 688.94 lakh comparedto a Profit of Rs 452.85 lakh in FY'16-17.

Major performance highlights for FY 17-18 of HRIL are as under:

• Achieved 274000 of orders from Tarmac Buxton

• Revenue from equipment sales exceeded target by 14% and from spares &service by 25%. Achieved reduction of warranty costs by 30%

• New test facility enabled product development

• Successfully manufactured Flip Flow Screen Girder

Adithya Automotive Applications (AAA)

AAA having its manufacturing facility in Lucknow manufactures tippers and relatedproducts for Tata Motors and other Original Equipment Manufacturers (OEMs).

During the year under review as a part of restructuring of subsidiaries the Companydivested the entire stake in AAA to the JV partner at a consideration of Rs 30.60 crore.

In terms of the fourth proviso to sub section 1 of section 136 of the Companies Act2013 the separate audited accounts of each of the subsidiaries are available on thewebsite of the Company at www.trf.co.in. Any shareholder who wants a copy of the auditedfinancial statement of the Company's subsidiaries can request for the same. Shareholderscan send an email at investors@trf.co.in or write a letter to the Company Secretary of theCompany addressed to the registered Office. The details of all subsidiaries and jointventures are given in Annexure 2. There has been no new addition of subsidiaries/JointVentures during the year under review. The Company has in terms of Listing Regulationsadopted a Policy for determining material subsidiaries. The said policy is available onthe website of the Company at www.trf.co.in

D. CSR and Affirmative Action (CSR & AA)

TRF ladies association under guidance of the Company officials has undertaken variousCSR initiatives in the areas of education literacy health employability environmentprotection and climate change. The Company encourages its employees to voluntarilyparticipate in various welfare activities.

In view of losses incurred since FY'12-13 the provisions of Section 135(5) of theCompanies Act 2013 which mandates to spend at least 2% of the average net Profit of lastthree years towards CSR are not applicable to the Company.

E. Human Resource and Industrial Relations

Human resource development retention and engagement continue to be a focus area. Thecompany conducted technical competency assessment of workers and Officers during the year.Further behavioral review was done through ‘Thomas Profiling'. Based on the outcomesof the assessment done reduction and rationalization of manpower was undertaken. Furtherorganization structure was revamped to meet the new business opportunities and challenges.

F. Corporate Governance

Pursuant to Regulation 27 of SEBI (Listing Obligations and Disclosure RequirementsRegulations) 2015 executed with the Stock Exchanges a Management Discussion andAnalysis Corporate Governance Report Managing Director's declaration regardingcompliance to code of conduct and Auditors' Certificate regarding compliance to conditionsof Corporate Governance are made a part of the Annual Report.

Board Meetings

The Board met 8 times during the year. The details are given in the CorporateGovernance report that forms a part of the Annual Report.

Selection of New Directors and Board membership criteria

The Nomination and Remuneration Committee works with the Board to determine theappropriate characteristics skills and experts for the Board as a whole and its individualmembers with the objective of having a Board with diverse background and expertise.Characteristics expected of all directors include independence integrity high personaland professional ethics sound business judgment and ability to participate effectively indeliberations. The policy has been given in this report as Annexure-3

Director induction / familiarization

All individual directors inducted into the Board are given an orientation.Presentations are made by the Managing Director and senior management and also visit tothe factory is organized. The policy on the company's familiarization programme is postedon the Company's website www.trf.co.in.

Evaluation

The evaluation of the Board Board Committees and directors were carried out inaccordance with the provisions of Companies Act 2013 SEBI LODR and Guidance note issuedby SEBI vide circular no SEBI/CFD/CMD/CIR/2017/004 dated January 4 2017. Questionnaireforms were circulated to all the directors for their feedback on Board Board Committeeand director evaluation. A meeting of the independent directors was held on March 26 2018where they reviewed and discussed the feedback on the functioning of the Board BoardCommittees Chairman other directors guidance provided by directors to the managementoutside the meetings and the quality quantity and timeliness of flow of informationbetween the Company and the Board. The Nomination and Remuneration Committee (NRC) at itsmeeting held on March 26 2018 also reviewed the feedback on the evaluation of thefunctioning of the Board Board Committees Chairman and other directors. The Boardreviewed and discussed the feedback of the meeting. The Chairman of the Board hadone–on-one meeting with the independent directors and Chairman of NRC had one-on-onemeeting with executive directors.

Compensation policy for the Board and Senior Management

Based on the recommendations of the Nomination & Remuneration Committee (NRC) theBoard has approved the remuneration policy for the directors Key Managerial Personnel andall other employees of the Company. The remuneration policy for Directors Key ManagerialPersonnel and other employees is given in this report as Annexure-4.

Independent Directors Declaration

The company has received the necessary declaration from each independent director inaccordance with the section 149 (7) of the Companies Act 2013 that he/ she meets thecriteria of independence as laid out in sub-section (6) of Section 149 of the CompaniesAct 2013 and Regulation 16 (1) (b) of the Listing Regulations.

Appointment /Reappointment

i) Mr. Rajesh Ranjan Jha

The shareholders at their Annual General Meeting held on July 27 2017 had appointed MrSandip Biswas (DIN : 00518430) Mr Dibyendu Bose (DIN : 00282821) and Mr Rajesh Ranjan Jha(DIN : 07715246) as non-executive non-independent director liable to retire by rotation.As per the provisions of section 152(6) of the Companies Act 2013 Mr Rajesh Ranjan Jharetire by rotation at the ensuing Annual General Meeting and being eligible offers himselffor re-appointment.

ii) Mr. Vinayak Kashinath Deshpande

The Board at its meeting held on May 29 2018 considered the recommendation of theNomination and Remuneration Committee and appointed of Mr Vinayak Kashinath Deshpande asan Additional Director hold Office upto the date of the ensuing Annual General Meeting.The Company has received a notice from a member proposing his appointment as a Director ofthe Company at the ensuing Annual General Meeting. He shall be liable to retire byrotation.

Mr. Vinayak Kashinath Deshpande is a graduate in Chemical Engineering (1980) from IITKharagpur he has over 36 years of work experience in different roles in diverseindustries; starting with the design and sales of boilers and captive power plants atThermax to industrial automation and process controls at Tata Honeywell.

At Tata Honeywell he was the Managing Director of its India business for five yearstill 2004-05 wherein he grew the company's operations pan India to achieve about 300%growth. Thereafter he had a successful stint as the Executive President (Operations) ofTata Teleservices.

Mr. Deshpande took charge as Managing Director of Tata Projects in July 2011. Sincethen Tata Projects has doubled its turnover and achieved all-round excellence in itsbusiness of Industrial Infrastructure.

Under his mentorship Tata Projects has been voted consecutively for the last 5 yearsas `India's Most Admired' and `Fastest Growing Construction Company' by `ConstructionWorld' journal. Mr. Deshpande too was voted as the Infrastructure Person of the Year for2016-17. This year Tata Projects also featured amongst `Economic Times BestInfrastructure Brands'.

iii) Mr Sanjay Rajoria

The Board at its meeting held on January 29 2018 considered the recommendation of theNomination and Remuneration Committee and appointed of Mr Sanjay Rajoria as the ManagingDirector of the Company for a period of 3 (three) years with effect from February 1 2018.

Mr. Sanjay Rajoria is a graduate in Mining Engineering. He is also the holder of 1stclass Mine's Managers Certificate from the Director General of Mines & SafetyDhanbad. He successfully completed two months training programme in New South WalesSydney on "Mine Planning". He also has CEDEP Management Programme from INSEADFrance to his credit. He has over 30 years of experience in Tata Steel Limited where hehas held various positions.

He joined Tata Steel in 1988 as Graduate Engineer Trainee and held various positionssuch as Assistant Manager Manager Chief and General Manager. He has led Jamadoba Groupof Collieries as Chief from 2005 to 2010. He was appointed as Chief (Mine Planning andHigh Wall Technology) in November 2010. From July 2011 he worked as General Manager(Operations) in West Bokaro Open Cast Mine of Tata Steel. He again worked as GeneralManager (Operations) in Jharia Division (underground mines) from 2016 to July 2017. As incharge of opencast and underground mines he was responsible for operations of Mines washplant & other Administrative & Management functions which included corporatesocial responsibilities and HR practices. Prior to joining TRF he was working as GeneralManager Raw Materials and Infrastructure Projects at Tata Steel.

Mr. Sanjay Rajoria holds Office as an additional director upto the ensuing AnnualGeneral Meeting. The Company has received notice from a member proposing his appointmentas director. It is proposed to appoint Mr Sanjay Rajoria as director and ManagingDirector not liable to retire by rotation at the ensuing Annual General Meeting.

Relinquishment

i) Mr. P S Reddy

Mr P S Reddy relinquished the Managing Director's Office and membership of the Boardwith effect from February 1 2018 for an assignment in Tata Steel Group. The Directors andManagement placed on record their sincere appreciation for the valued contribution made byMr P S Reddy during his tenure.

Key Managerial Personnel (KMP)

Pursuant to Section 203 of the Companies Act 2013 the Key Managerial Personnel of theCompany are:

1) Mr Sanjay Rajoria Managing Director

2) Mr K. Sujit Mathai Mathew Chief Financial Officer

3) Mr Tarun Kr Srivastava Company Secretary.

The Key Managerial Personnel appointed during the year are as under:

Sl. No. Name Designation Date of Appointment
1 Mr Sanjay Rajoria Managing Director February 1 2018
2 Mr K Sujit Mathai Mathew Chief Financial Officer February 1 2018

KMPs ceased during the year are as under :

Sl.No. Name Designation Date of cessation
1 Mr P. S. Reddy Managing Director February 1 2018
2 Mr Subhashish Datta Chief Financial Officer February 1 2018

Managerial Remuneration

Details of remuneration as required under section 197(12) of the Companies Act 2013read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 is given in Annexure 5.

Directors Responsibilities Statement

Based on the representations received from the Operating Management pursuant toSection 134(5) of the Companies Act 2013 the Board of Directors to the best of theirknowledge and ability confirm that:

• In preparation of annual accounts the applicable accounting standards have beenfollowed and that there are no material departures in the preparation of the annualaccounts.

• Accounting policies were selected in consultation with statutory auditors andwere applied consistently and judgments and estimates made are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at the end ofthe financial year and of the Profit / loss of the Company for the relevant period;

• Proper and sufficient care has been taken to the best of their knowledge andbelief for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

• The annual accounts have been prepared on a going concern basis;

• The company has in place an established internal financial control system andthe said systems are adequate and operating effectively. Steps are also being taken tofurther improve the same.

• The company has in place a system to ensure compliance with the provisions ofall applicable laws and the system is adequate. Steps are also being taken to furtherimprove the legal compliance monitoring.

Audit Committee

The constitution of the Audit Committee Terms of Reference and the dates on whichmeetings of the Audit Committee were held are mentioned in the Corporate Governance Reportfor FY'17-18 forming a part of this Annual Report. There has been no instance where Boardhas not accepted the recommendations of the Audit Committee during the year under review.

Internal Financial Controls

The Board of Directors of the Company are responsible for ensuring that InternalFinancial Controls have been laid down in the Company and that such controls are adequateand operating effectively. The foundation of Internal Financial Controls (IFC) lies in theTata Code of Conduct policies and procedures adopted by the management corporatestrategies annual business planning process management reviews management systemCertifications and risk management framework.

The Company has in place an established internal financial control system designed toensure proper recording of financial and operational information and compliance of variousinternal control and other regulatory and statutory compliances commensurate with thescale size and complexity of its operations. The controls based on the prevailingbusiness conditions and processes have been tested during the year and no reportablematerial weakness in the design or effectiveness was observed. The framework on InternalFinancial Control over Financial Reporting has been reviewed by the internal and externalauditors. The Audit Committee has also reviewed the effectiveness of internal controls andcompliance control related party transaction the status of Internal Financial Controland Key Accounting Controls.

Related party transactions

Details of transaction with related parties in Form AOC-2 is given in Annexure 6. Thedetails of transactions with related parties as per Ind AS 24 are disclosed in notes toaccounts. The Company has adopted a Policy on Related Party Transactions. The said policyis available on the website of the Company at www.trf.co.in.

Whistle Blower Policy/Vigil Mechanism

The details of Whistle Blower Policy/Vigil Mechanism existing in the Company arementioned in the Corporate Governance Report for FY'17-18 forming part of this AnnualReport.

Disclosure under Sexual Harassment of women at Workplace (Prevention Prohibition &Redressal) Act 2013

TRF has a stringent policy for prevention of sexual harassment of women at workplaceand management takes a zero-tolerance approach towards those indulging in any form ofsexual misconduct. TRF has constituted a committee as required under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013. During the yearthe Company received 2 complaints of sexual harassment both complaints have been resolvedby taking appropriate action.

Risk Management Policy

The Board had at its meeting held on 26th December 2005 adopted Risk ManagementFramework for the Company for identification and prioritization of various risks based onpre determined criteria relating to i) Strategic Risk ii) Operational Risk and iii)Functional Risk. The Company has developed risk registers and has identified key risks andhas also framed risk mitigation plan for the same. During the year the risk managementexecutive Committee comprising of senior Head of Department's have revisited assessed thecurrent risks and risk management plan.

Risk management process in the Company is an on-going activity and steps are beingtaken to improve the same.

Explanations to Audit Report

The Statutory Auditors Report on Standalone Financial statement and the SecretarialAudit Report for the Financial Year 2017-18 does not contain any qualification whichwarrants comments from the Board of Directors.

The Statutory Auditors Report on Consolidated Financial statement contains a modifiedopinion of the auditors as under:

Explanation to Qualifications/Modified opinion

The Statutory Auditors have expressed concern over the reasonableness of theassumptions made to estimate the future cash flow projections of a subsidiary (Dutch LankaTrailer Manufacturers Limited) (DLT) which manufactures and markets trailersinternationally and have accordingly expressed their inability to determine whether anyadjustment is necessary to the carrying amount of the goodwill on consolidation and havemade a qualified opinion in their report on Consolidated Financial Statement for the yearended March 31 2018.

DLT has started generating Profits from FY 2017-18. Revenue projected by DLT Group fornext five years are achievable considering improvement in market conditions. Theperformance of DLT Group is expected to improve in future.

Therefore the management is of view that the sales projections are achievable and nofurther impairment provision is required.

G. Statutory Auditors

M/s Price Waterhouse & Co Chartered Accountants LLP (PwC) (Firm Registration No.304026E/E-300009) were appointed as auditors by the members at their 54th Annual GeneralMeeting held on July 27 2017 to hold Office for 5 years from the conclusion of the said54th AGM until the conclusion of 59th AGM .

H. Cost Auditors

As per Section 148 of the Companies Act 2013 read with the Companies (Cost Records andAudit) Rules 2014 the company is required to have audit of its cost records conducted bya Cost Accountant in practice.

The Board of Directors had re-appointed M/s Shome & Banerjee Cost Accountants(Firm Registration no 000001) Kolkata as Cost Auditors of the Company for the financialyear 2017-18. The remuneration of the said auditors was approved by the members at theirlast Annual General Meeting held on July 27 2017. The Cost Audit Report along withannexures for the FY 2016-17 was filled within the stipulated time.

M/s Shome & Banerjee Cost Accountants have been re-appointed by the Board as CostAuditors of the Company for the financial year 2018-19. In terms of section 148 approvalof members is sought at the ensuing Annual General Meeting for appointment and payment ofremuneration to the said auditors.

I. Secretarial Auditors & Secretarial Audit Report

The Board of Directors had re-appointed M/s P. K. Singh & Associates PractisingCompany Secretaries (Firm Registration No P2002JH045700) having their Office at Room no309 Vikash Bhawan (AIADA) Main Road Adityapur Jamshedpur- 831013 as SecretarialAuditors of the Company for the financial year 2017-18. The Secretarial Audit Report forFY'17-18 is given in Annexure 7.

J. Extract of Annual Return

Extract of Annual Return in Form MGT 9 as required under section 92(3) 134(3)(a) ofthe Companies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 is given in Annexure 8.

K. Legal Orders

There are no Significant/material orders of Courts/ tribunal/regulation affecting theCompany's going concern status. However members' attention is drawn to the statement oncontingent liabilities commitments in the notes forming part of the Financial Statements.

L. Loans Guarantees or Investments

Details of Loans Guarantees and Investments as required under section 186 of theCompanies Act 2013 is given in Annexure 9.

M. Environment: (conservation of Energy technology absorption foreign exchangeearnings)

Although the operations of the Company at Jamshedpur and at its project sites arebasically non-polluting in nature adequate precautions are taken to comply with allregulatory requirements in this regard at all locations. In addition to ensuringcompliance with the legal norms the Company continues its efforts towards urbanbeautification and tree plantation. As required under section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 the relevantparticulars are given in the Annexure 10.

N. Deposit

As in the previous year the Company has not accepted/ renewed any fixed depositsduring the year.

O. Other Disclosures

• No director of the Company occupies the position of Managing Director or Wholetime Director in any of the subsidiaries of the Company.

• Changes affecting the financial position of the Company from the end of thefinancial year up to the date of the report will be reported in Q1'18-19 results.

• There has been no change in the nature of business of the Company during theyear under review.

• At the ensuing AGM no new Independent Director is being appointed.

• The Company has not given loan to its employees to purchase or subscribe fullypaid up shares in the Company in terms of Section 67(3)(c) of the Companies Act 2013 andRule 16(4) of Companies (Share Capital and Debentures) Rules 2014.

• The provisions of Section 131(1) of the Companies Act 2013 are not applicable.The average net Profits for the immediately preceding three financial years are negative.

• In view of losses incurred in immediately preceding 3 financial years theprovisions of Section 135(5) of the Companies Act 2013 relating to CSR are notapplicable.

• The Company has not issued shares with differential voting rights sweat equityshares employee stock option.

ACKNOWLEDGEMENT

We thank our shareholders customers vendors investors business associates andbankers for their continued support during the year. We place on record appreciation ofthe contribution made by all the employees towards improving productivity and in theimplementation of various initiatives to reduce internal costs and bring about improvementin operational efficiencies. We also thank our workers' union for their cooperation andsupport.

On behalf of the Board of Directors
Sandip Biswas
Place: Kolkata Chairman
Date: May 29 2018 DIN : 00518430