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Uttam Value Steels Ltd.

BSE: 500254 Sector: Metals & Mining
NSE: UVSL ISIN Code: INE292A01023
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VOLUME 76143
52-Week high 0.19
52-Week low 0.19
P/E
Mkt Cap.(Rs cr) 126
Buy Price 0.19
Buy Qty 100.00
Sell Price 0.19
Sell Qty 5278271.00

Uttam Value Steels Ltd. (UVSL) - Director Report

Company director report

Your Directors present the Forty Eighth Annual Report on the operations of your Companyalong with Audited Financial Statement of Accounts for the year ended 31st March 2018.

FINANCIAL HIGHLIGHTS

(Rs. Crores)

Particular Standalone Consolidated
2017-2018 2016-2017 2017-2018 2016-2017
Sales (Gross) 2704.21 3771.90 2704.21 3771.90
Other Income 74.13 46.11 74.13 46.11
Total Income 2778.34 3818.01 2778.34 3818.01
Profit/(Loss) before (88.95) (105.53) (88.95) (105.53)
Interest Deprecia- tion & Tax
Less : Finance Charges 239.33 258.91 239.33 258.91
Depreciation 137.54 145.38 137.54 145.38
Profit/(Loss) before tax (465.82) (509.82) (465.82) (509.82)
Portion of current year Profit/(Loss) on Investment in Associate - - (0.69) (1.58)
Net Profit/(Loss) after Tax (465.82) (509.82) (466.51) (511.40)

PERFORMANCE

The Company achieved a Gross Turnover of Rs. 2704.21Crores in 2017-18 as against Rs.3771.90 Crores in the previous year showing a declined by 28.31 % over previous year. Theoperating Loss before Interest Depreciation & Tax for the year was Rs. 88.95 Croresas against Rs. 105.53 Crores in the previous year showing an improvement of 15.72%. TheCompany posted a loss of Rs. 465.82 Crores during the year as against a loss of Rs. 509.82Crores in the previous year after providing depreciation of Rs. 137.54 Crores (Previousyear Rs. 145.38 Crores).

During the year there were no changes in the nature of business of the Company thedetailed discussion on Company's overview and future outlook has been given in the sectionon ‘Management Discussion and Analysis' (MDA).

The Company has witnessed a serious down turn in the pastfew years and there have beena global recessionary condition in the world economy. The Company's performance was alsoaffected due to unfavorable volatility in the foreign exchange rates sluggish demand inthe Indian Steel industries dumping of steel products from China Japan and South Korea.Consequently the steel industries in India suffered severe financial crises due to whichyour company also could not have stay immune to the same. Realizing the precarious anddisadvantageous position of the steel industry in the country the Government of India inSeptember 2015 imposed a 20% safe guard duty on import of hot rolled coils. However bythe time Government initiated steps to protect the steel market steel product price havealready reached deep lows and the government measures did not provide any reasonablesupport to the company to cop up with these challenges. Additionally dumping of Chinesesteel in Indian market in the Financial Year 2015-16 which resulted worst for the companyand as a result the company could not resist the down turn pressure any further and thiseventually resulted in delayed payment to the lenders.

Even after initiating several measures like cost cutting meetingwith Joint LendersForum (JLF) and despite various other steps the company could not prevent itself forbecoming Non Performance Asset (NPA) and accordingly the JLF declared our account as NPA.

This has resulted into lack of working capital volatility in foreign exchange ratesand non-support from suppliers and customers on account of initiation of Insolvencyproceedings by State Bank of India (SBI) against the company as financial creditors.

CONSOLIDATED FINANCIAL STATEMENT

The audited consolidated financial statement pursuant to Section 129 of the CompaniesAct 2013 and IND AS 110 on Consolidated Financial Statements has been provided in theAnnual Report.

A statement containing salient features of the financial statement of associate Companyin accordance with the first proviso to sub-section (3) of Section 129 read with Rule 5 ofCompanies (Accounts) Rules 2014 in the prescribed form AOC – 1 is annexed as "AnnexureV" of this report.

DIVIDEND

In view of the accumulated losses the Board of Directors donot recommend any Dividendon the Equity shares.

TRANSFER TO RESERVE

The Company has incurred loss during the year under consideration hence no amountcould be transferred to reserves.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES :

The Company does not have any Subsidiary or Joint VentureCompany. The Company hasIndrajit Power Private Limited as its Associate Company the details of the same areattached in form AOC-1 as "Annexure –V".

RESOLUTION PROCESS

The State Bank of India have filed the petition before NationalCompany Law Tribunal(NCLT) Mumbai Bench under section7 of the Insolvency and Bankruptcy Code 2016 on 29thDecember 2017 for resolution of their debt.

In the meanwhile the Company in view of the interdependencyof its operation with thatof Uttam Galva Metallics Limited (‘UGML') an associate company and in order to havean efficient implementation of the resolution plans; filed TransferPetition seekingtransfer & consolidation of the petition filed against the Company before Mumbai Benchwith the Petition filed by SBI against UGML before NCLT Bench at Chandigarh. However theHon'ble NCLT New Delhi Principal Bench taking into consideration the factual matrix ofthe petition vide its order dated 13th February 2018 ordered transfer of petition filedagainst UGML from NCLT Chandigarh Bench to NCLT Mumbai Bench to be heard along with thepetition filed against the Company.

The petition filed by SBI is not yet admitted as on date.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the regulation 34 read with the Schedule V of the SEBI (Listing obligationsand Disclosures Requirements) Regulations 2015 your Directors wish to report as follows:

a) Industry Structure & Developments:

STEEL INDUSTRY SCENARIO

Steel Industry plays a vital role in the development of any modern economy and isconsidered to be a yardstick to measure the level of socio-economic development and livingstandard of its countrymen. Steel industry derives its demand from other important sectorslike infrastructure aviation engineering construction automobile pipes and tubesetc. Thus its intense integration with other important industries makes it a strategicsector for the Governments as well.

The Indian economy is currently poised for its next waveof growth supported by therecent reforms launched by the government showing a tremendous opportunity for the steelindustry to grow exponentially. The Indian Steel market has witnessed growth in bothproduction and consumption. Steel production in India have grown by 5.7% in January 2018as compared to January 2017.

Indian Domestic steel consumption also rose by 6.8% in 2017-18 as compared to2016-17.The demand driven by rising infrastructure development growing demand forautomotive construction housing and ground transportation special steels in engineeringindustries such as power generation petrochemicals and fertilizers is expected tocontinue through 2018-19.

The Indian steel sector enjoys advantages of domesticavailability of raw materials andcheap labour. Iron ore is also available in abundant quantities though the continuedmining restrictions have put a strain on its availability as well as price. This abundancehas been providing a major cost advantage to the domestic steel industry.

b) Opportunity & Threats:

India's capacity expansion in steel is driven by the sustained growth in domesticconsumption. Government's focus on infrastructure real estate affordable housing andsmart cities will enable a demand growth of minimum 7-8% over the next 5 to 10 years. Inline with the growth demand the country's steel ministry is framing a new steel policy toincrease the capacity of steel production to 300 million tonne by 2030 in line with thegrowth.

Increase in per capita incomes in the country and various social sector schemesincluding Pradhan MantriAwasYojna-Housing for All Pradhan Mantri Gram SadakYojna UrbanInfrastructure Development Scheme for Small & Medium Towns (UIDSSMT) Sardar PatelUrban Housing Mission 100 Smart Cities Mission (by 2022) National Heritage CityDevelopment and Augmentation Yojana (HRIDAY) Bharatmala project 24x7 Power for Allinitiative Development of Industrial Corridors & National Investment &Manufacturing Zones and many others provide a bright outlook for the demand of steel inthe country.

Given the favorable global scenario our country's steelexports also grew by 102% to8.24 million tons while there has been a decline in imports by 37% to 7.42 million tons.

With the domestic availability of key raw material the outlook remains to be positiveboth in terms of availability and pricing driven by strong domestic demand and positiveglobal outlook.

c) Segment-wise or Product-wise Performance:

Since your Company operates only in one Segment segment-wise or product- wise analysisof performance is not applicable.

d) Outlook

The steel industry with the roll out of the National Steel Policy-2017 it is envisagedthat the industry will be steered in creating an environment for promoting domestic steeland thereby ensuring a scenario where production meets the anticipated pace of growth inconsumption through a technologically advanced and globally competitive steel industry.This will be facilitated by Ministry of Steel in coordination with relevant Ministriesas may be required. To accomplish PM's vision of ‘Make in India' Policy for providingpreference to domestically manufactured Iron & Steel products in Governmentprocurement was approved on 3rd May 2017.The policy is envisaged to promote growth anddevelopment of domestic steel Industry and reduce the inclination to use low quality lowcost imported steel in Government funded projects. We hope that every Government Agencywould take the responsibility and ensure for implementation of this policy.

India's average Gross Domestic Product (GDP) growth has been estimated to grow by 7.4per cent in 2017-18 and 7.8 per cent in 2018-19 up from 7.1 per cent in 2016-17 .

According to World Steel Association the demand of steel in India is expected to growby 5.7% in 2018 against a global growth in demand of 1.6% in 2018.

e) Risk & Concerns :

As per the requirement of Regulation 17 of the Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasadopted steps for framing implementing and monitoring the risk management plan andaccordingly the Directors have put in place critical risk management framework across theCompany for identification and evaluation of all potential risks. The Company iscontinuously evolving and improving systems and measures to take care of all the riskexigencies involved in the business. All inherent risks are identified measuredmonitored and regularly reported to the management. The management decides measuresrequired to overcome these risks and ensures implementation of proper risk mitigationplans. The risk report and mitigation plans are presented to the Board of Directorsperiodically. Some of them are mentioned herein below:

The domestic steel industries run the risk of normal industry cycle as under:

• High cost of capital

• Delay in absorption in technology by existing units.

• High cost of basic input and services

• Poor quality of basic infrastructure like road port etc.

• High logistics cost

The Company is exposed to the normal industry risk factors and manages these risks byprudent business and risk management practices. The Company has made efforts to lower thecost of steel production by improving productivity maximizing production of high valueadded Special steels Improving plant efficiency reducing energy consumption etc.

The Company has made efforts to mitigate the risk by enhancing the Quality of steelproduced and higher use of Hot Metal in Electric Arc Furnace.

f) Internal Control System and Their Adequacy:

In order to attain the corporate objectives strict internal controls systems arerequired to be implemented across the organization. The same is ensured by the seniormanagement through a mix of periodic reviews implementation of Standard OperatingProcedures defining Delegation of powers and constant upgradation of IT systems. Theefficacy of internal controlsystems is ensured as a combined result of the followingactivities:

• Operational performance is reviewed each month by an executive committeecomprising members of Senior Management.

• Performance of each function is closely monitored by the Senior Managementthrough various Weekly / Monthly review meetings. Reviews of all independent functions areregularly undertaken. Simultaneously cross functional activities are also subject toperiodic review.

• Various policies are introduced from time to time to ensure effectivefunctioning of various independent departments such as Marketing Finance HR etc.

• Delegation of power is regularly reviewed and revised based on feedbackreceived from Directors and process owners. The documents clearly specify the authoritiesof various divisional /functional heads etc. Hence the financial and non-financialauthorities stand clearly defined. Reports of Internal audit and management responsethereto are subject to regular review by Audit Committee. Adequacy of internal audit isalso reviewed by the Audit Committee.

g) Discussion on Financial Performance with respect to Operational Performance andstate of Company's affairs:

The finance cost of the Company remains the same as compared to previous year andearnings before Interest Tax Depreciation & Amortisation (EBITDA) of the Company hasimproved marginally as compared to the previous year due to change in production mix andhigher realization. The financial health of the Company has also improved marginally ascompared to the previous year due to various measures taken by the management towards thecost cutting and improving efficiency and also supported by policy measure taken by theCentral Government to support the Indian Steel Manufacturers like imposition ofanti-dumping duty and safe guard duty on imports of steel.

h) Human Resources and Industrial Relations:

The Company's human resource policies and strategies seek to ensure a high level ofmotivation among employees so that they play a significant role in achieving the Company'sgoal. The Company has initiated various in-house training programs for skill advancement.The Company accords highest priority to ensure safety and protection of health of itsemployees which are essential to and form an integral part of every HR developmentendeavor.

The Company has a medical Centre at its Wardha complex providing round the clockmedical assistance to its employees. Health checkup is also carried out periodically forall employees. Total employees as on 31st March 2018 were 1017.

i) Cautionary Statement:

The Management Discussions and Analysis describe Company's projections expectations orpredictions and are forward looking statements' within the meaning of applicable laws andregulations. Actual results could differ materially from those expressed or implied.Important factors that could make a difference to the Company's operations includeeconomic conditions affecting demand and supply and price conditions in domestic andinternational market changes in Government regulations tax regimes economicdevelopments and other related and incidental factors.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 theDirectors confirm that:

i) In the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed along with the proper explanation relating to material departures.

ii) Appropriate Accounting Policies have been selected and applied them consistently.judgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at end of the financial year 31st March 2018and of the Profit and Loss Account for the Financial Year 2017-2018 have been made.

iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and preventing and detecting fraud and otherirregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

v) 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

vi) the Directors had devised proper systems to ensure compliance with provisions ofall applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Pursuant to Regulations 34 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the Company has taken adequate steps to ensure that all mandatoryprovisions of Corporate Governance as prescribed under the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 are complied with.

A separate report on Corporate Governance and the Auditor's Certificate on itscompliance are annexed hereto and forms part of this Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with Section 134 (3) (m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed and forms integral part ofthis Report.

The Company adopts a cautious approach in power and fuelconsumption by optimizing theoperation of shifts and by following strict fuel consumption measures.

DIRECTORS & KEY MANGERIAL PERSONNEL

Your Company has framed a Remuneration Policy which laysdown a framework in relation tothe Directors Key Managerial Personnel and Senior Management of the Company. The Policyalso lays down the criteria for selection and appointment of Independent Directors. Thedetails of the policy are explained in the Corporate Governance Report. The nomination andremuneration committee comprises of Shri B L Khurana Ms. Jagath Chandra and Shri. B LKhanna as a member.

During the year under review following persons are the KeyManagerial Personnel as perthe requirement of section 203 of Companies Act 2013 Read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

Sr. No. Name of the Person Designation
1 Shri Rajiv Munjal Whole Time Director
2 Shri R P Gupta Chief Financial Officer
3 Shri Ram Gaud Sr. G.M. and Company Secretary

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulations 17 of SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 a structuredquestionnaire was prepared after taking into consideration the various aspects of theBoard functioning composition of the Board and its committees culture execution andperformance of specific duties obligation and governance.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of Chairman and Non-Independent Directors was carried out by the IndependentDirectors. The Board of the Directors expressed their satisfaction over the evaluationprocess.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2017-18 4 Boards Meetings were held for details pleaserefer to Corporate Governance on Page No. 20.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY

The Details of Loans Guarantees and Investments covered under the provision of theSection 186 of the Companies Act 2013 are given in the notes of Financial Statements.

AUDIT COMMITTEE

The Audit Committee Comprises of two Independent Directors namely Shri B L Khanna ShriB L Khurana and Shri Rajiv Munjal a Whole Time Director as a Members. 4 (Four) meetingswere held during the financial year under review. All the recommendations made by theAudit Committee have been accepted and implemented by the Board of Directors. More detailson the committee are given in the Corporate Governance Report

RELATED PARTY TRANSACTION

All the Transactions entered into with Related Parties for theyear under review arestrictly done as per the provisions of Companies Act 2013 and Regulations of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Company presentsfull details of transactions of all related party before the Audit Committee specifyingthe nature value and terms & conditions of the transactions. Transactions withrelated parties are conducted in a transparent manner with the interest of the Company andStakeholders as utmost priority.

The details of related party disclosures for the financial yearended 31st March 2018are presented in the notes to accounts as per the requirement of Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 read with the IND AS24.

The disclosure of said material related party transactions in theForm AOC-2 regardingparticulars of contract re-arrangement with the related parties as referred inRegulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andsection 188(1) of the Companies Act 2013 is not required to be annexed herewith underSection 134(3) (h) read with Section 188(2) of the Companies Act 2013.

The form AOC-2 regarding the particulars of material related party transaction withUttam Galva Metallics Ltd. refferred insection 188(I) of the Companies Act 2013 isannexed herewith as "Annexure VI".

CORPORATE GOVERNANCE

In the interest of all the stakeholders and as matter of goodcorporate governance yourCompany is committed to the timely compliance with all the applicable Regulations of theSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. In terms ofRegulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 a detailed report on Corporate Governance along with a Certificate from the Auditorsconfirming compliance is annexed hereto and forms part of the Directors' Report as "AnnexureIV".

STATUTORY AUDITOR AND THEIR REPORT

M/s. VSS & Associates Chartered Accountant Statutory Auditor of the Company willhold Office till the conclusion of 52nd Annual General Meeting subject to ratification ateach Annual General Meeting as per the Section 139 of the Companies Act 2013.

M/s. VSS & Associates Chartered Accountant as the StatutoryAuditor of the Companyhave furnished a Certificate of their eligibility and consent under Section 141 of theCompanies Act 2013 read with the rules made thereunder. In terms of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Auditor's have confirmedthat they hold a valid Certificate issued by the Peer Review Board of the ICAI.Accordingly the Board based on the recommendation of the Audit Committee recommends theratification of appointment of M/s. VSS & Associates Chartered Accountant asStatutory Auditor of the Company for the term of one year for the approval of members.

Notes to the accounts as referred in the Auditor's Report are self- explanatory anddoes not contain any qualification and therefore do not call for any further comments orexplanations.

COST AUDITORS AND COST AUDIT REPORT

As per the requirement of Central Government and pursuantto Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 asamended from time to time your Company has been carrying out audit of cost records of theCompany.

The Board of Directors on the recommendation of Audit Committee has appointed M/s.Manisha & Associates Cost Accountants as Cost Auditor to audit the cost accounts ofthe Company for the financial year 2018-19 at a remuneration of Rs. 60000/- per annum andreimbursement of out of pocket expenses if any. As required under the Companies Act 2013a Resolution seeking members approval for the remuneration payable to the Cost Auditorsforms part of the Notice convening the Annual General Meeting.

The cost audit report for the financial year 2016-17 was filedwith the Ministry ofCorporate Affairs.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of the Section 204 of the CompaniesAct 2013 read with therules made there under the Company has re-appointed M/s. JNG & Co. a firm ofPracticing Company Secretaries (CP No. 8108) to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report is annexed herewith as Annexure VII andforms an integral part of this report. The said report does not contain any qualificationreservation or adverse remarks. However the observations mentioned in the SecretarialAudit Report are statement of facts which have been suitably addressed in the DirectorsReport and the Annexures thereto.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the CompaniesAct 2013 read with rules5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forms part of this reports. In terms of section 136 of the Companies Act 2013 the saidinformation is available for inspection at the registered Office of the Company before 21days of the ensuing Annual General Meeting during business hours on working days.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Your Company recognizes the value of transparency and accountability in itsadministrative and management practices. The Company promotes the ethical behavior in allits business activities. The Company has adopted the Whistle blower Policy and VigilMechanism in view to provide a mechanism for the directors and employees of the Company toapproach Audit Committee of the Company to report existing/ probable violations of lawsrules regulations or unethical conduct.

The Whistle Blower Policy has been posted on the website ofthe Company(www.uttamvalue.com)

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual return inform MGT–9 asrequired u/s. 92 of the Companies Act 2013 is included in the Report as "Annexure– III" and forms an integral part of this report.

RISK MANAGEMENT

As required by Regulation 17 of SEBI (Listing Obligation andDisclosure Requirements)Regulations 2015 the Company has framed the Risk Management Policy. The Risk ManagementPolicy defines the Risk Management Approach of the Company which includes periodic reviewof such risks and also documentation mitigating controls and reports mechanism of suchrisks.

The Main objective of this policy is to ensure sustainable business growth withstability and to promote proactive approach and reporting evaluating and resolving risksassociated with the business. In order to achieve the key objective the policyestablished a structure and disciplined approach to risk management in order to guidedecision on risk related issues.

Under the current challenging and competitive environmentthe strategy for mitigatinginherent risk in accomplishing the growth plan of the Company are imperative. The Commonrisk interalia are regulatory risk competition financial risk technology obsolescencehuman resources risk political risks investments retention of talents expansion offacilities and product price risk.

CORPORATE SOCIAL RESPONSIBILITY:

Though the provisions of Section 135 of Companies Act 2013 and Rules made there underregarding Corporate Social Responsibility are not attracted to the Company hence thedetailed report on CSR activities is not annexed to this Report yet the Company hasformed the Corporate Social Responsibility (CSR) Committee comprises of Shri Rajiv Munjal-Chairman of the committee Shri Rajinder Miglani & Shri B L Khanna as a member as perthe requirement of Companies Act 2013 the Company believes that Corporate SocialResponsibility (CSR) is the continuing commitment for improving the quality of life of thesociety at large. The Company strives to contribute to the environment to its fullest toavoid irreversible changes in the ecosystem. We contribute to this global effort withactivities such as planting of tree saplings and promoting environmental protectionawareness amongst our employees. Company controls the pollutions by recycling and reusingthe scrap with safety health and environment protection high on its corporate agenda.

The Company has been over the years pursuing part of the corporate philosophy andunwritten CSR Policy voluntarily which goes much beyond mere philanthropic gestures andintegrates interest welfare and aspirations of the Community with those of Company itselfin an environment of partnership for inclusive development the Company is committed forconducting business with a strong environment conscience so as to ensure sustainabledevelopment safe work places and enrichment of the quality of life.

ENVIRONMENT AND SOCIAL OBLIGATION

The Company's plants comply with all norms set up for clean and better environment bythe competent authorities. The Company undertakes regular checks / inspections includingCertification for the maintenance of the environment. The Company values environmentalprotection and safety as the major considerations in its functioning. The Company hasadequate effluent Treatment Plants to prevent pollution. The Company is continuouslyendeavoring to improve the health and quality of life in the communities surrounding itsindustrial complex.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURT

There are no significant and material orders passed by the Regulators or the Courtswhich would impact the going concern status of the Company and its future operations.

STATUTORY COMPLIANCE:

The Company has complied with the various provisions of the Companies Act 2013 theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015. Certificatesare obtained from units of the Company and the Board is informed of the same at everyBoard meeting.

INVESTOR SERVICES

The Company and its Registrars and Share Transfer Agent namely M/s. Bigshare ServicesPrivate Limited who is looking after the physical as well as Demat work and alsoshareholders Correspondence endeavored their best to service the Investors satisfactorily.Your Company has constituted a Stakeholders Relationship and Grievance Committeecomprising of 3 senior Directors Shri Rajinder Miglani Shri B L Khanna and Ms. JagathChandra as a member to redress the Investor Grievances.

DIRECTORS

In term of the Articles of Association of the Company Mr. Rajinder Miglani (DIN00286788)) retires by rotation and being eligible offers herself for re-appointment at theensuing Annual General Meeting.

During the year under review Ms. Jagath Chandra Non Executive Woman Director has beenappointed as an Independent Director w.e.f. 4th January 2018 and Shri Arvind GuptaNon-Executive Independent Directors was appointed w.e.f 19th January 2018 on the Board ofthe Company.

None of the Directors of your Company is disqualified underSection 162 (2) of theCompanies Act 2013. As required by law this position is also reflected in the Auditors'Report.

GENERAL DISCLOSURES

i) The information required under section 197 (12) of the Companies Act. 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and formingpart of Directors Report for the year ending 31st March 2018 is prepared separatelyforming part of this Report.

Having regard to the provisions of the first proviso to section 136 (1) of the Act andas provided in the Annual Report excluding the aforesaid information is being sent to theMembers of the Company. The said information is available for inspection at the RegisteredOffice of the Company during working hours and any members interested in obtaining suchinformation may write to the Company Secretary and the same will be furnished on request.The full Annual Report including the aforesaid information is being sent electronically toall those members who have registered their email addresses and is available on theCompany's website.

ii) Your Directors states that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as todividend voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

d) Neither the Managing Director nor the Whole Time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

Your Directors further state that during the year under reviewthere were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

GREEN INITIATIVES

Electronic Copies of the Annual Report and notice of the Annual General Meeting aresent to all members whose email address is registered with the Company depositoryparticipant(s). For members who have not registered their email addresses physical copiesof the Annual Report and the Notice of the Annual General Meeting under section 101 of theCompanies Act 2013 are sent in the permitted mode. Members requiring physical copies cansend a request to the Company.

Your Company provides e-voting facility to all its members toenable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant to theSection 108 of the Companies Act 2013 and rule 20 of the Companies (Management andAdministration) Amendment Rules 2015.

ACKNOWLEDGEMENT:

Your Directors wish to express their sincere appreciation andgratitude for theassistance and generous support extended by all Government authorities FinancialInstitutions Banks Customers Vendors and Members and Stakeholders during the year underreview. Your Directors also wish to express their immense appreciation for the devotioncommitment and contribution made by the employees of the Company while discharging theirduties.

For and on behalf of the Board
B L Khanna
Chairman
Dated: 6th April 2018
Place: Mumbai