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Tulsyan NEC Ltd.

BSE: 513629 Sector: Metals & Mining
NSE: TULSYAN ISIN Code: INE463D01016
BSE 00:00 | 04 Mar Tulsyan NEC Ltd
NSE 05:30 | 01 Jan Tulsyan NEC Ltd
OPEN 15.75
PREVIOUS CLOSE 15.75
VOLUME 100
52-Week high
52-Week low
P/E
Mkt Cap.(Rs cr) 24
Buy Price 15.75
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.75
CLOSE 15.75
VOLUME 100
52-Week high
52-Week low
P/E
Mkt Cap.(Rs cr) 24
Buy Price 15.75
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00

Tulsyan NEC Ltd. (TULSYAN) - Director Report

Company director report

Dear Members

Your Directors take immense pleasure in presenting 72nd Board's Report of your Companyalong with the Balance Sheet Statement of Profit and Loss and Statement of Cash Flow forthe financial year ended March 31 2019.

FINANCIAL SUMMARY:

The highlights of the financial results for the year are given below:

(Rs. In Lakhs)

Standalone

Consolidated

Particulars FY 2019 FY 2018 FY 2019 FY 2018
Total Revenue 84911.64 72951.06 84341.77 72507.52
Total Expenses 106930.16 72432.66 105756.74 72193.26
Profit before tax including
(22259.28) (15753.55) (21666.30) (16255.61)
exceptional items
Current Tax - - 167.46 -
Tax Expenses
Deferred Tax - - 45.41 2219.41
Profit After tax (22259.28) (15753.55) (21879.17) (16111.59)
Proposed Dividend and tax thereon - - - -
Transfer to General Reserve - - - -
Earnings per Basic share (151.28) (107.15) (145.86) (70.08)
Diluted (151.28) (107.15) (145.86) (70.08)

RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

During the year under review demand for companies' products showed an improvement andthus the sales and other receipts increased by 16% YOY to Rs. 84911.64 lakhs andLoss after tax increased from Rs. 15753.55 lakhs to Rs.22259.28 Lakhs mainly due tofinance cost.

The production of finished Steel in the country during the year witnessed a growth of3.7% (Previous year 3.1%) over previous year and the import of finished steel registeredan increase of 4.68%. Per capita finished Steel consumption in India was 70.90 kg in 2018.The company's steel production increased by over 8.84% over previous years production interms of quantity and the growth was comparable to that of the industry.

Some of the other recent government initiatives in this sector are as follows:

• An export duty of 30 per cent has been levied on iron ore (lumps and fines) toensure supply to domestic steel industry.

• Government of India's focus on infrastructure and restarting road projects isaiding the boost in demand for steel. Also further likely acceleration in rural economyand infrastructure is expected to lead to growth in demand for steel.

• The Union Cabinet Government of India has approved the National Steel Policy(NSP) 2017 as it seeks to create a globally competitive steel industry in India. NSP 2017envisages 300 million tonnes (MT) steel-making capacity and 160 kgs per capita steelconsumption by 2030-31.

• The Ministry of Steel is facilitating setting up of an industry driven SteelResearch and Technology Mission of India (SRTMI) in association with the public andprivate sector steel companies to spearhead research and development activities in theiron and steel industry at an initial corpus of Rs. 200 crore (US$ 30 million).

• The Government of India raised import duty on most steel items twice each timeby 2.5 per cent and imposed measures including anti-dumping and safeguard duties on ironand steel items.

The II operations of the power plant improved during the year with demand and supplysituation in Tamil Nadu improved to the company was able to improve capacity utilisationby 19% as compared to previous year. The operations of the Synthetic division showedimprovement of about 21% over previous year.

During the year SVC Co-operative Bank Limited vide their assignment agreement dated19.01.2019 had assigned their financial assistance provided to the Company along with allthe underlying securities rights title and interest in respect thereof to M/s. PrudentARC limited under Sec 5 of SARFAESI Act 2002.

PERSONNEL & INDUSTRIAL RELATIONS:

Overall the industrial relations in all our manufacturing units are harmonious andcordial in nature. Your Company strictly believes that maintaining cordial industrialrelations is the key to progress of the firm individuals management industry andnation.

CHANGE IN THE NATURE OF BUSINESS:

The Company has not changed its nature of business in any manner during the financialyear under review.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

The Registered Office of the Company has been shifted from its present address–"61 Sembudoss Street Chennai-600001 Tamil Nadu" to the new address -"1st Floor Apex Plaza Old No.3 New No.77 Nungambakkam High Road Chennai-600034Tamil Nadu" w.e.f. 02nd April 2019.

DIVIDEND:

The Company has incurred loss during the year under review and hence the Directors havenot recommended any payment as dividend to its shareholders.

SHARE CAPITAL:

The detailed capital structure of the Company as on 31-3-2019 is as follows: a.Authorized Share Capital: The Authorized Share Capital of the Company is Rs.360000000/- (Rupees Thirty Six Crores only) divided into 16000000 Equity Shares ofRs. 10/- each and 20000000 6% Non-Convertible Redeemable Preference Shares of Rs. 10/-each. b. Issued and Subscribed Share Capital: The Issued & Subscribed ShareCapital of the Company is Rs. 150000000/- (Rupees Fifteen Crores only) divided into15000000 Equity Shares of Rs. 10/- each.

c. Paid-up Share Capital: The Paid-up Share Capital of the Company is Rs.235455281/- (Rupees Twenty Three Crores Fifty Four Lakhs Fifty Five Thousand TwoHundred and Eighty One only) divided into 14506790 Equity Shares of Rs. 10/- each196989 Equity Shares of Rs. 6/- each (Partly Paid-up) 296221 Equity Shares of Rs. 3/-each (Partly paid-up) and 8843000 6% Non-Convertible Redeemable Preference Shares of Rs.10/- each.

TRANSFER TO RESERVES:

Your Company proposes not to transfer any sum to Reserves of the Company.

DEPOSITS:

During the year under review the Company did not raise any funds which could beclassified within the ambit of the term "Deposits" under Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 andCirculars as amended from time to time.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:

Details of Loans Guarantees or Investments pursuant to the provisions of Section 186of the Companies Act 2013 for the financial year under review are disclosed under thenotes to Financial Statements forming part of this annual report.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

The Company has a well-placed proper and adequate internal control system whichensures that all assets are safeguarded and protected and that the transactions areauthorized recorded and reported correctly. The Internal Financial Controls withreference to financial statements as designed and implemented by the Company are adequate.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.

The Board of Directors has appointed M/s. Sunil Ahuja and Associates CharteredAccountants as the Internal Auditors of the Company. The Internal Auditors independentlyevaluate the adequacy of internal controls and concurrently audit the majority of thetransactions in value terms. Independence of the audit and compliance is ensured by directreporting of Internal Auditors to the Audit Committee of the Board. During the year theCompany continued to implement their suggestions and recommendations to improve thecontrol environment.

MATERIAL CHANGES AND COMMITMENTS:

There were no significant material changes and commitments affecting the financialposition of the Company which have occurred between the end of the Financial Year of theCompany to which the Financial Statements relate and the date of the report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

As required under section 135 of the Companies Act 2013 the CSR Policy was formulatedby the CSR Committee and thereafter approved by the Board. During the last three financialyears the Company's average net Profit after tax on Standalone basis is negative andhence the Company is not required to spend any amount on CSR activities. The Annual Reporton Corporate Social Responsibility (CSR) Activities is enclosed as 'Annexure-A' tothis Report.

GREEN INITIATIVES:

Soft copies of the Annual Report 2018-2019 along with the Notice of 72nd Annual GeneralMeeting are sent to all members whose email addresses are registered with the Company /Depository Participant(s). For members who have not registered their email addresses hardcopies of the Annual Report 2018-2019 along with the Notice of 72nd Annual General Meetingare sent to them in the permitted mode. Members requiring hard copies of the Annual Reportcan send a request to the Company. Further the soft copy of the Annual Report is alsoavailable on our website (www.tulsyannec.in)

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of provisions of Regulation 34 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as Listing Regulations) the Management Discussion and Analysis Report is given underseparate section and forming part of the annual report.

CORPORATE GOVERNANCE REPORT:

In accordance with Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a Report on Corporate Governance along with thePracticing Company Secretary Certificate confirming compliance is given under separatesection and forming part of the annual report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES AND JUSTIFICATION FOR THESAME:

None of the transactions with the related parties were in conflict with the Company'sinterest. The Company's major related party transactions are generally with its subsidiarycompanies.

During the year under review the contracts or arrangements with related partiesreferred to under section 188 of Companies Act 2013 were on arm's length basis and in theordinary course of business. Accordingly the particulars of the transactions asprescribed in Form AOC - 2 pursuant to clause (h) of sub-section (3) of section 134 of theAct and Rule 8(2) of the Companies (Accounts) Rules 2014 are disclosed herein as an 'Annexure-B'to this Report.

RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy includingidentification therein of elements of risk if any which in the opinion of the Board maythreaten the existence of the Company. The Board and the Audit Committee periodicallyundertake a review of the major risks affecting the Company's business and suggests stepsto be taken to control and mitigate the same.

WHISTLE BLOWER POLICY:

In terms of the provisions of section 177(9) of the Companies Act 2013 and rulesframed thereunder the Company has framed a Whistle Blower Policy

/ Vigil Mechanism with an objective of encouraging the employees of the Company toraise any concern about Company's operations and working environment. It provides achannel to the employees to report to the management concerns about unethical behavioractual or suspected fraud or violation of any code of conduct or policy in force.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required to be given under section 134(3) (m) read with rule 8(3) of theCompanies (Accounts) Rules 2014 is provided under 'Annexure-C' forming part ofthis Report.

PARTICULARS OF EMPLOYEES:

The information required under section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial

Personnel) Rules 2014 in respect of Directors and Employees of your Company is set outin 'Annexure-D' to this report.

DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATES:

The Company doesn't have any Joint Venture and Associate Companies. Further pursuantto the provisions of Section 129(3) of the Companies Act 2013 a statement containing thesalient features of the financial statements of Subsidiaries in the prescribed Form AOC-1is provided under 'Annexure-E' to this Report. The statement also provides thedetails of the performance of the Subsidiary Companies financial positions of each of thesubsidiaries and their contribution to the overall performance of the Company during theperiod under report.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form No.MGT-9 as required under Section 92 of theCompanies Act

2013 for the financial year ended March 31 2019 is annexed hereto as an ‘Annexure-F'and forms part of this report.

SIGNIFICANT / MATERIAL ORDER PASSED BY THE REGULATORS:

No such significant and material orders have been passed by any regulators/ courts/tribunals against the Company which will impact the going concern status and Company'soperation in future.

AUDITORS: a. Statutory Auditors & their Report

M/s. CNGSN & Associates LLP Chartered Accountants Chennai having LLP IdentityNumber: AAC-9402 having Firm ICAI Registration No: 004925S/S200036 was appointed asStatutory Auditors of the Company at the 70th AGM till the 74th Annual General Meeting.The Auditors' Report contains the following qualifications for which the necessaryresponse has been given by the management as follows:

Auditor's Qualification Management's Reply
The Company is continuously incurring losses and its net worth is totally eroded as on 31.03.2019. During the Financial Year 2015-16 the Company's loans and liabilities were restructured under the ‘Corporate Debt Restructuring' Scheme. As per the said Scheme the company's repayment obligations were deferred/ restructured. The banks also provided certain reliefs / waivers / sacrifices by reducing the rate of interest. Interest was provided in the books at the lowered rates of interest. However the bankers had withdrawn the concession with retrospective effect and charged the interest at original rates. Consequent to withdrawal of concessions few banks have debited the account of the company for the differential amount of interest and other concessions given as per the CDR Scheme. The period 1. of withdrawal relate from 1st May 2014 to the date of debit. The company has sought waiver of the said debits in the restructuring proposal submitted to the Bank which is pending with the bankers. Pending acceptance of the waiver sought the charges as debited has been recognized as finance charges during the year. Based on information and explanation given to us the company is also in the process of restructuring its borrowings from banks and finalising alternative business plans which are expected to result in profits in the near future. The Company's ability to continue as a Going Concern is depended upon the successful implementation of the uncertainty and same. The above indicates a significant doubt about the company's ability to continue as a Going Concern. The company has shown improved performance in sale of steel during the year as compared to the previous year and with the steel sector showing sign of recovery and buoyancy the Turnover and profitability would increase further during the Current FY. With respect to the power division the sales during the last few months have shown improvement with increase in the demand. Together the performance from current FY is expected to be better than what was witnessed in the last few years. Despite the losses incurred and unfavourable business circumstances the company is able to achieve reasonable levels of Capacity utilization and is in a position to meet all its operational expenses from out of operations and is up to-date with all obligations except the interest to the Banks. The company has made a resolution proposal to the Banks which is under their consideration. Therefore all the uncertainties have been reasonably addressed with definite plan and proposal and therefore the Board firmly believes that the company would be able to continue as a going concern.
Auditor's Qualification Management's Reply
There has been an inspection during January 2019 by GST officials during which the said officials have pointed out that on purchases to the tune of Rs.61.64 crores involving GST of Rs.11.10 crores the parties/supplier have not remitted the GST collected on such purchases and the company had to pay the said amount to the GST Department as transpired from the books of accounts. The company has debited the amounts so paid to the account of the vendor and have accordingly recovered Rs.6.24 Crores and the balance is to be recovered in due course. The Company has paid the GST amount as demanded and will be recovering the same from the vendor. In view of this there won't be any liability on the Company in this regard. The Company is in total compliance of GST Law in this regard.

b. Reporting Of Frauds By Auditors

During the year under review the Statutory Auditors has not reported any instances offraud committed against the Company by its officers or employees to the Audit Committeeunder Section 143(12) of the Companies Act 2013 the details of which would have beenrequired to be mentioned in the Board's Report. c. Cost Auditors

The Board of Directors on recommendation of the Audit Committee has approved there-appointment of Messrs Murthy & Co. LLP Cost Auditors of the Company for thefinancial year ending 31st March 2020 under section 148 of the Companies Act 2013 andrecommends ratification of his remuneration by the shareholders at the ensuing AnnualGeneral Meeting of the Company. Further maintenance of cost records as specified by theCentral Government under sub-section (1) of section 148 of the Companies Act 2013 isrequired by the Company and accordingly such accounts and records are made and maintained.d. Secretarial Auditors

Pursuant to the provisions of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany has engaged the services of M/s. M. Damodaran

& Associates a firm of Company Secretaries in practice Chennai to conduct theSecretarial Audit of the Company for the 12 months period ended on 31st March 2019. TheSecretarial Audit Report in Form MR-3 is attached as 'Annexure-G' to this Report.The Secretarial Audit Report contains some observations as mentioned below:

Observations by Secretarial Auditors Our Reply
The composition of the Board and Nomination & Remuneration Committee of the Company was not in compliance with Regulation 17(1) (a) Regulation 17(1) (b) and Regulation 19(1) (b) of SEBI (LODR) Regulations 2015. However subsequently the Board has appointed Mr. M. Parthasarathy This has been subsequently complied Independent Director (Non-Executive) w.e.f. 13.11.2018 and thereafter with the composition of the Board and the Committee is in compliance with Regulation 17(1) (a) Regulation 17(1) (b) and Regulation 19(1) (b) of SEBI (LODR) Regulations 2015. There was a delay in submission of the financial results by the Company to the BSE for the quarter and financial year ended on 31st March 2018 The delay was unintentional pursuant to Regulation 33(3) of SEBI (LODR) Regulations 2015. The said results were submitted to the BSE on 08th August 2018.

e. Secretarial Standards

The Company has complied with all the applicable Secretarial Standards issued by theICSI.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 the

Board of Directors to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures; b) they hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the profit and loss ofthe Company for that period; c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) the directors had prepared the annual accounts on a going concernbasis; e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Change in Board Constitution

During the year following changes were occurred in the Composition of the Board ofDirectors- (i) At the 71st AGM held on 28th September 2018 Mr. Sanjay Tulsyan ManagingDirector of the Company who was retired from his office by rotation and being eligibleoffered himself for re-appointment was re-appointed as a Director of the Company and isliable to retire by rotation.

(ii) Mr. Manogyanathan Parthasarathy has been appointed as an Additional Director(Non-Executive and Independent) of the Company w.e.f. 13th November 2018 and his tenureshall expire at the ensuing Annual General Meeting and being eligible his appointment asIndependent Director (Non-Executive) of the Company has been recommended to theshareholders at the ensuing Annual General Meeting for approval.

(iii) The Board upon recommendation of the Nomination and Remuneration Committee intheir respective meetings held on 13th February 2019 has re-appointed Mr. ChakkolathRamachandran (DIN: 00050893) who has attained the age of 80 years as a Non-ExecutiveIndependent Director of the Company to hold the office for a second term of five (5)consecutive years w.e.f. from April 1 2019 via approval of the shareholders throughPostal Ballot results dated 27th March 2019. b. Change in Key Managerial Personnel

Mr. Rakhal Panigrahi Company Secretary and Compliance officer of the Company has beenresigned from the service of the Company w.e.f. 29th October 2018 and in his place Mrs.Parvati Soni has been appointed as the Company Secretary cum Compliance officer and KMP ofthe Company by the Board of Directors with immediate effect. c. Policy for Remunerationto Directors KMP & Other Senior Management Personnel

The Remuneration policy for the Directors/KMP and other Senior Management Personnel isgiven under ‘Annexure-H' to this Report.

d. Declaration by Independent Directors

The Independent Directors on the Company's Board have given their respectivedeclarations that they meet the criteria of Independence as provided under Section 149(6)of the Companies Act 2013 and Chapter IV of SEBI (Listing Obligations and disclosureRequirements) Regulations 2015.

e. Familiarization Programme for Independent Directors

The Company has adopted policy of Familiarization Programme for Independent Directors.

f. Performance Evaluation

Pursuant to the provisions of Section 134 of the Companies Act 2013 read with ScheduleIV of the Act and also in line with Regulation 25 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Independent Directors of the Company met on13th February 2019 without the attendance of Non Independent Directors and Members of theManagement and reviewed the performance of Non-Independent Directors and the Board as awhole. They also reviewed the performance of the Chairperson.

The Board has adopted a formal mechanism for evaluating its performance as well as thatof its Committees and Individual Directors including the Chairman of the Board. Theexercise was carried out through a structured evaluation process covering various aspectsof the Board functioning such as composition of the Board & Committees experience& competencies performance of specific duties & obligations contribution at themeetings and otherwise independent judgment governance issues etc.

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEE HELD DURING THE YEAR:

The details of the meetings of the Board and its committees held during the financialyear 2018-2019 are given in the Corporate Governance Report which forms part of the AnnualReport.

INTERNAL COMPLAINTS COMMITTEE:

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. The Company has constituted an Internal ComplaintsCommittee to prevent and prohibit any form of sexual harassment at workplace and provideredressal for woman employees as required under Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. During the year the members ofInternal Complaints Committee met on 13th November 2018 and noted that there was no eventaffecting any of the women employees on account of any sexual harassment at the workplace.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review the Company has transferred a sum of Rs. 176580/-unclaimed/unpaid final dividend amount pertaining to the Financial Year 2010-11 to theInvestor Education and Protection Fund (IEPF) in compliance with applicable provisions ofthe Companies Act 2013. Further the unclaimed/unpaid dividend amount pertaining to theFinancial Year 2011-12 will be credited to the IEPF on 02nd November 2019 and thecorresponding shares on which dividend was unclaimed or unpaid for seven consecutive yearswill also be transferred to IEPF as per the procedures set out in the Rules.

LISTING ON STOCK EXCHANGES:

Our Company's shares are suspended from trading w.e.f. 29th November 2016. All therevocation norms has been complied with by the Company. However there should not be anydifference between the Listed Capital and Issued Capital of the Company as per SEBI normson revocation of suspension and in order to comply with this the Management is taking allnecessary steps and actions to uplift the suspension at earliest.

APPRECIATION:

Your Directors wish to extend their sincerest appreciation to the investors bankerscustomers suppliers executives staffs and workers at all levels for their continuousco-operation and assistance. Your Directors express their sincere gratitude to all theRegulatory Authorities such as the SEBI Stock Exchanges and other Central & StateGovernment authorities and agencies Registrars for their guidance and support.

Your Directors place on record their sincere appreciation for the continued supportfrom shareholders customers suppliers banks and financial institutions and otherbusiness associates.

By Order of the Board of Directors For Tulsyan NEC Limited Sd/-

Lalit Kumar Tulsyan Executive Chairman DIN: 00632823

Place: Chennai Date: 14-08-2019 Registered Office:

Apex Plaza I Floor New No.77 Old No.3 Nungambakkam High Road Chennai-600034 TamilNadu