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Scan Steels

BSE: 511672|ISIN: INE099G01011|SECTOR: Steel - Sponge Iron
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Directors Report Year End : Mar '18    Mar 16

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Fifth Annual Report of your Company together with the Audited Financial Statements for the year ended March 31, 2018.

FINANCIAL HIGHLIGHTS / RESULTS

The Directors take pleasure in presenting the 25th Annual Report on the business and operations of your Company along with the financial statements for the year ended 31 March, 2018.

(Rs. In Lacs)

2017-2018

2016-2017

Gross Turnover and other Income

51,973.51

42,024.03

Profit / [Loss] before Tax

549.20

[1,493.34]

Less : Tax Expenses

Current Tax

132.94

-

Deferred Tax [Charge]/ Credit

613.05

[3,12.77]

Profit After Tax

[196.78]

[1,180.57]

Less : Prior Period Expenses

-

-

Net Profit/[Loss] for the year

[196.78]

[1,180.57]

Add: Other Comprehensive Income

[18.32]

13.96

Total Comprehensive Income for the year

[215.10]

[1166.61]

Surplus Brought Forward from last balance sheet

[575.23]

600.21

Add: Earlier Year Adjustment [Tax]

-

5.13

Less: Adjustment for net carrying amount of tangible fixed assets

-

-

Balance at the end of the year [excluding comprehensive income]

[772.01]

[575.23]

INDIAN ACCOUNTING STANDARD (IND AS)

In accordance with the notification issued by the Ministry of Corporate Affairs [MCA], your Company has complied with the new Accounting Standards, IND AS in preparation of financial statements under Indian Accounting Standards [Ind AS] prescribed under section 133 of the Companies Act 2013 read with rule 3 of the Companies [Indian Accounting Standards Rules, 2015 and Companies [Indian Accounting Standards] Amendment Rules, 2016 with effect from 1st April 2016. Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013, read with rule 7 of Companies [Accounts] Rules, 2014.

Accordingly the Company has adopted Indian Accounting Standard [“Ind AS”] with effect from 1st April 2016 with the transition date of 1st April 2015 and the financial Statements for the year ended 31st March 2018 has been prepared in accordance with Ind AS.

RESULTS OF OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

The gross turnover from manufacturing operation and including of other income , the company has achieved Rs.51,973.51 Lacs which is incremental income of Rs.42,024.03 Lacs as compared to corresponding period of last fiscal . There is an enhancement of about 24% in gross sales and other income due to incremental quantity movement as compared to last fiscal. The net Loss after tax was Rs.1.96 crore as compared to previous year loss of Rs.11.81 crores. The reason of Loss is unprecedented movement in realization price of the finished product of the company.

The Company produced 68957.080 tonnes [MT] of TMT Rods in FY 2017-18, increased by 10.25% in compare to the previous year and sold 69281.020MT, increased by 6.72% in compare to previous year.

The Company’s sustained efforts towards backend cost control, new product launches and efficiency improvement measures, supported the insulation and limited the impact on the profitability margins. The Company’s ability to better utilise capacities and product range will help derive better margins out of the businesses. The outlook of each business has been discussed in detail in the ‘Management Discussion & Analysis’ which forms a part of this Annual Report.

PRODUCTION & TURNOVER / SALES

The production of steel product during the year under report, compared to the previous year is given below.

Item

Production

(Qty in MT)

Turnover (Qty in MT)

Years ended

Years ended

Years ended

Years ended

31st March, 2018

31st March, 2017

31st March, 2018

31st March, 2017

Sponge Iron

151785.000

148179.120

86436.580

105152.170

MS Ingot/ Billet

76395.000

68767.000

17379.440

7865.760

Long and Flat Products

68957.080

62542.000

69281.020

64919.270

OUTLOOK

The outlook for its margins and profitability for this business depends on overall economic outlook. This company is likely to benefit most from an upturn in the business cycle, given its scale of operations and its competitive cost positions. Today, it is truly a market-driven company, making innovative changes and technological improvements, leaving no stone, unturned in fulfilling dreams of its founding fathers, tuning every activity to meet the subtle demands of its customers.

MARKETING ARRANGEMENT

The Company has a Well-organized Marketing Department We have around very good market share in Odisha and also catering to outside states. We are in the process expanding our market plan in India by appointment of Dealers at other major cities across India. We also directly sell to the Customers through our Marketing staffs and agents.

ENVIRONMENT

The Company aims to be the benchmark for environmental stewardship in Steel Industry by focusing on climate change mitigation and reducing its resource footprint. Given the nature of the business and the industry that we operate in, the Company recognises its impact on the environment and is conscious of its duty towards safeguarding the environment. The Company is committed to responsible use and protection of the natural environment through conservation and sustainable practices. The Company focuses on operational excellence aimed at resource efficiency through a ‘Prevent, Minimise, Recover, Reuse and Recycle’ hierarchical approach to reducing its ecological footprint.

RESEARCH AND DEVELOPMENT

The competitive business environment in which the Company operates makes innovation imperative for success of the business. Recognizing the need to improve, expand and innovate, the Company is concentrating efforts on research and development of alternate materials and new products.

The Company has started working on the technology roadmap that aligns with it’s vision of becoming a leader among the innovation driven organizations. Venturing into new market areas is another focus area for research and development and accordingly, a number of new product developments have been targeted.

DIVIDEND

In view of the losses incurred during the FY 2017-18, your Board of Directors has not recommended any dividend on equity shares as well as on preference shares.

PROSPECTS

In terms of Regulation 34[2][e] of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015, a report on the Management Discussion and Analysis covering prospects is provided as a separate section in the Annual Report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Your Company did not recommend any dividend therefore there were no such funds which were required to be transferred to Investor Education and Protection Fund [IEPF].

TRANSFER TO RESERVE

During the financial year 2017-18, no amount has been transferred to reserve account. There is a loss of Rs. [772.02] Lacs in retained earning accounts is to be carried forward to next year.

CONSOLIDATED FINANCIAL STATEMENT

As per the definition in the Companies Act, 2013 [“the Act”] and Ind AS - 110 on Consolidated Financial Statements read with Ind AS - 28 on Investment in Associates and Ind AS-31 Interest in Joint Venture, the company does not have any investment in the Subsidiary Company, Joint Ventures Company or any other Associates

Company therefore the Consolidation of Financial Statements is not applicable.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Associates and Joint venture Companies there by; there are no details to be provided under [Rule 8 of the Companies [Accounts] Rules, 2014]. Read with section 129 [3] of the Companies Act, 2013.during the year under review, no company has become or ceased as subsidiary, associate or joint venture companies.

FIXED DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Pursuant to Section 73, 74 & 76 Rule 8[5][v] of Companies [Accounts] Rules, 2014. The details relating to deposits, covered under Chapter V of the Act are as follows:-

a. accepted during the year - ''Nil

b. remained unpaid or unclaimed as at the end of the year -Nil

c. whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved -

i. at the beginning of the year - Nil

ii. maximum during the year - Nil

iii. at the end of the year - Nil

There was No default in repayment of deposits or payment of interest thereon during the year by Company and accordingly No details to be provided by the Company in this regard.

The details of deposits which are not in compliance with the requirements of Chapter V of the Act -

Your Company has not accepted any deposits which are not in Compliance with the requirement of Chapter V of the Act.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there are no changes in the nature of business. The Company is continuing into the Steel Manufacturing Business.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

INTERNAL CONTROL SYSTEMS AND AUDIT OVERVIEW

The Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size and nature of its business, forms an integral part of the Company’s corporate governance policies.

INTERNAL CONTROL

The Company has a proper and adequate system of internal control commensurate with the size and nature of its business. Internal control systems are integral to the Company’s corporate governance policy.

Some of the significant features of internal control systems include:

- Documenting of policies, guidelines, authorities and approval procedures, encompassing the Company’s all primary functions.

- Deploying of an ERP system which covers most of its operations and is supported by a defined on-line authorization protocol.

- Ensuring complete compliance with laws, regulations, standards and internal procedures and systems.

- De-risking the Company’s assets/resources and protecting them from any loss.

- Ensuring the accounting system’s integrity proper and authorised recording and reporting of all transactions.

- Preparing and monitoring of annual budgets for all operating and service functions.

- Ensuring the reliability of all financial and operational information.

- Forming an Audit committee of the Board of Directors, comprising Independent Directors. The Audit Committee regularly reviews audit plans, significant audit findings, adequacy of internal controls, and compliance with accounting standards and so on.

- Forming a comprehensive Information Security Policy and continuous up-gradation of IT Systems.

The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliance as well as an enhanced control consciousness.

INTERNAL AUDIT

The Company has a strong internal audit department reporting to the Audit Committee comprising Directors and Independent Directors who are experts in their field. The scope of work, authority and resources of Internal Audit [IA] are regularly reviewed by the Audit Committee and its work is supported by the services of M/s. GRC & Associates, the Internal Auditor of the Company.

The Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Through IA function the Board obtains the assurance it requires to ensure that risks to the business are properly identified, evaluated and managed. IA also provides assurance to the Board on the effectiveness of relevant internal controls.

Audit plan and execution

Internal Audit department has prepared a risk-based Audit Plan. The frequency of audit is decided by risk ratings of areas functions. The audit plan is carried out by the internal team. The audit plan is reviewed periodically to include areas which have assumed significant importance in line with the emerging industry trend and the aggressive growth of the Company.

In addition, the audit committee also places reliance on internal customer feedback and other external events for inclusion of areas into the audit plan.

INTERNAL FINANCIAL CONTROLS

As per Section 134 [5] [e] of the Companies Act 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems and framework of internal financial controls. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. To enable them to meet these responsibilities, the Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework, risk management framework and whistle blower mechanism.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls. These are in turn reviewed at regular intervals.

The Company has developed a framework for designing and assessing effectiveness of internal controls over financial reporting & financial statements and has already laid down entity level policies and process level standard operating procedures.

The entity level policies comprise anti-fraud policies [code of conduct, including conflict of interest, confidentiality and whistle-blower policy] and other policies [organization structure, roles and responsibilities, insider trading policy, HR policy, related party policy, prevention of sexual harassment policy, IT security policy, business continuity and disaster recovery plan and treasury risk management policy]. The Company has also prepared Standard Operating Practices [SOP] for each of its processes of revenue to receive, procure to pay, hire to retire, finance and accounts, fixed assets, treasury, inventory, manufacturing operations, and administrative expenses.

Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and During the year, such controls were tested and no reportable material weakness in the design or operation were observed and such systems were adequate and operating effectively.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties referred to in Section 188 [1] of the Companies Act, 2013 were in the ordinary course of business and on an arm’s length basis and Detail of which is furnished in the Annexure ‘A’ in Form AOC-2 attached with this Report in compliance with Section 134 [3] [h] read with188 [2] of the Companies Act, 2013.

Further, there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed, Standard Operating Procedures for purpose of identification and monitoring of such transactions. none of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Moreover, on the recommendations of the Audit Committee, your Board had revised the Policy on Related Party Transactions in accordance with Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015 and as per the amended provisions of the Companies Act, 2013.The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at www.scansteels. com - Investor Relations Segment. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India [Listing Obligation and Disclosure Requirements] Regulations, 2015.

Your Directors draw attention of the members to Note 30 to the financial statement which sets out related party disclosures.

ISO 9002 CERTIFICATION

Your company is having status of ISO 9001, ISO 14001 and ISO 18001 certification, which is internationally recognized for the production, quality control and Environmental as well as OHSAS respectively.

CREDIT RATING

During the year, the credit rating for long term debt/facilities/FD have not been rated due to Non Performing Asset [NPA] declared by Banks/ lenders.

AUTHORITY TO DETERMINE MATERIALITY OF AN EVENT AND DISCLOSURE OF THE SAME TO STOCK EXCHANGE UNDER REGUALTION 30(5) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGAULTION, 2015

Mr. Ankur Madaan, Whole- Time Director, of the Company, and Mr. Prabir Kumar Das, Company Secretary and Compliance Officer of the Company and Mr. Gobinda Chandra Nayak, Chief Financial Officer of the Company authorized by the Board for the purpose of determining the materiality of an event or information, in terms with the Company’s Policy on disclosure of material event / information and archival policy to comply with the Provisions of Regulation 30 [5] of the SEBI [ Listing Obligations and Disclosure Requirements] Regulations, 201 5 and they are jointly and severally authorized to make necessary disclosure to stock exchanges regarding the same on behalf of the Company.

BRANDING INITIATIVE

The “SHRISTII” brand for its TMT bars are well accepted in the market in varied segments and sectors with wide customer base.

INSURANCE

The Assets of the company are adequately insured against the loss of fire, riot, earthquake, loss of profit etc, and other risk which is considered by management, In addition to this coverage, a statutory public liability insurance policy has been taken to cover by the company for providing against the public liability arising out of industrial accidents for employees working in plants.

CUSTOMER RELATIONSHIP

The Company endeavors to develop and sustain long-term value-creating partnerships with our customers and channel partners through a wide range of product offerings, innovative services and unique solutions.

FINANCE

During the year, the lead banker State Bank of India has approved the restructuring proposal and has executed all related documents for restructuring of the facility and has filed with the Ministry of Corporate Affairs towards creation/ modification of charges in its favour. The State Bank of India has recovered all the scheduled repayments along with overdue [till the date of recovery] as per proposal approved vide letter dated March 17, 2018. Other members to the consortium are in the process of up gradation of the account.

BANKERS AND CONSORTIUM ARRANGEMENT

The Company has consortium arrangement of their bankers with State Bank of India as Lead Bank. This consortium arrangement is well defined and takes care of company’s credit facilities requirement from time to time. The consortium meetings hold quarterly in regular basis and also visit company’s plant from time to time as per their requirement.

SAFETY

The company has continued to scale up safety performance at all locations. Safety measures have been strengthened and employees are being trained to think on hazards/risks associated with their job. Systems have been established to make employees responsible and accountable for safety. Good safety performance is being rewarded. While Safety has been included as a corporate value, the main objective is to achieve better standard of safety in the shortest possible time.

HUMAN RESOURCE DEVELOPMENT AND PERSONNEL

The company has been given much emphasis on Human Resources Development and thus has been well recognized in the steel industrial for sound Human Resources Management. Over a period of time, we have built and nurtured a dedicated and excellent workforce and also recruiting new people in order to meet the revival plans of the company. The Company has emerged as a true national firm with cosmopolitan atmosphere.

The company’s HR polices and process is as well aligned to effectively suit its expanding business horizons and future manpower requirement. This has been achieved by continuously stressing upon training & development, empowerment and creating a compelling work environment and maintaining well structured reward & recognition mechanism. Company is committed to the welfare of its people and their families and to improve the quality of their life by providing the required facilities. During the year under the review, industrial relations at all units of the Company continued to be cordial and peaceful.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is the continuing commitment by the business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large. As a part of its policy for corporate social responsibility, the Company is associated with charitable and social activities and thereby playing a pro-active role in the socioeconomic growth. In structuring its efforts to the various aspects of Corporate Social Responsibilities, the Company takes account guidelines and statements issued by stakeholders and other regulatory bodies.

The management has adopted corporate social responsibility [CSR] well at par with its business, with the objective of creating wealth in the community with focus on education, health, water and society. Social welfare, community development, economic and environmental responsibilities are at the core of the CSR of the Company.

The Corporate Social Responsibility Committee [CSR Committee] Composition and Terms of reference of which is detailed in the Corporate Governance Part of this Annual Report, has formulated and recommended to the Board, a Corporate Social Responsibility Policy [CSR Policy] indicating the activities to be undertaken by the Company, which has been approved by the Board.

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability.

The Company has identified six focus areas of engagement which are as under:

- Rural Transformation: Creating sustainable livelihood solutions, addressing poverty, hunger and malnutrition.

- Health: Affordable solutions for healthcare through improved access, awareness and health seeking behavior.

- Education: Access to quality education, training and skill enhancement.

- Environment: Environmental sustainability, ecological balance, conservation of natural resources.

- Water: The Company makes affordable solution for water crises in the local area within the factory.

The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act.

The disclosures required to be made as per Rule 9 of Companies [Corporate Social Responsibility Policy] Rules, 2014 is annexed to this report as Annexure ‘B’.

The CSR Policy of the Company is available on the company’s website at www.scansteels.com -Investor Relations Segment.

RISK MANAGEMENT

The Company’s robust risk management framework identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholder’s interest, to achieve its business objectives and enable sustainable growth. The risk frame work is aimed at effectively mitigating the Company’s various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans. Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board of India [Listing Obligation and Disclosure Requirements] Regulations, 2015, the Company has constituted a sub-committee of Directors to oversee Enterprise Risk Management Framework to ensure execution of decided strategies with focus on action and monitoring risks arising out of unintended consequences of decisions or actions and related to performance, operations, compliance, incidents, processes, systems and transactions are managed appropriately. The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

A Risk Management Policy was reviewed and approved by the Committee and which can be accessed on the website of the Company at www. scansteels.com - Investor Relations Segment.

GOODS AND SERVICES TAX (GST)

The introduction of Goods and Services Tax [GST] is a very significant step in the field of indirect tax reforms in India. By amalgamating a large number of Central and State taxes into a single tax, it would mitigate cascading or double taxation in a major way and pave the way for a common national market. The transition to GST scenario is a major change process and the Company has established a dedicated team to evaluate the impact analysis and carry out changes to the business process & IT systems as per the GST framework.

CORPORATE GOVERNANCE

Transparency is the cornerstone of your Company’s philosophy and all requirements of Corporate Governance are adhered to both in letter and spirit. All the Committees of the Board of Directors meets at regular intervals as required in terms of SEBI [Listing Obligations & Disclosure Requirements] Regulations, 2015 and Companies Act. 2013. Your Board of Directors has taken all necessary steps to ensure compliance with all statutory requirements. The Directors and Key Management Personnel of your Company have complied with the approved ‘Code of Ethics for Board of Directors and Senior Executives’ of the Company.

The Report on Corporate Governance as required under the SEBI [Listing Obligations & Disclosure Requirements] Regulations, 2015 forms part of this Annual Report. The Auditors’ Certificate on compliance with Corporate Governance requirements is also attached to Directors Report as Annexure ‘I’. Further as required under Regulation 1 7[8] of SEBI [Listing Obligations & Disclosure Requirements] Regulations, 2015, a certificate from the Whole- Time Director & CFO is being annexed with this Annual Report.

SHARE CAPITAL

ISSUED/SUBSCRIBED/PAID UP CAPITAL

The authorized share capital of the Company is Rs.70,00,00,000/- [Rupees Seventy Crores only] divided into 5,50,00,000 [Five Crore Fifty Lacs] equity shares of Rs.10/- [Rupees Ten] each and 1,50,00,000 [One Crore Fifty Lacs only] Non-cumulative Redeemable Preference Share of Rs.10/- [Rupees Ten] each.

On 04.04.2017 the allottee[s] had exercised their right to convert 8,00,000 warrants into equity shares of Rs.10/- each out of total allotted to them. Accordingly, During the Year under review the company has allotted 8,00,000 Equity Shares of Rs.10 / - each on Conversion of Warrants in to Equity Shares.

There were No outstanding Warrants of the company as on March 31, 2018 which was to be convertible into equity shares.

The paid-up equity share capital as on March 31, 2018 and as on date is Rs.52,35,22,950 [Fifty Two Crore Thirty Five Lakhs Twenty Two Thousand Nine Fifty] divided into 5,23,52,295 [Five Crore Twenty Three Lakhs Fifty Two Thousand Two Hundred Ninety Five] fully paid up Equity Shares of Rs.10/- [Rupees Ten Only] each and the preference share capital is Rs.12,84,96,050/- [Twelve Crore Eighty Four Lacs Ninety Six Thousand Fifty] divided into 1 ,28,49,605 [One crore Twenty Eight Lacs Forty Nine Thousand Six Hundred Five only] fully paid up NCRPS of Rs.10/- [Rupees Ten] each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

- In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Rajesh Gadodia [DIN: 00574465], retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The proposal regarding the re-appointment of the aforesaid Director is placed for your approval. The Board of Directors recommends his re-appointment.

- Mr. Praveen Kumar Patro [DIN: 02469361], was appointed as an Additional Director and designated as the Executive Director [Director-Project] w. e. f. 30/05/2018. Mr. Praveen Kumar Patro shall hold office till the date of the forthcoming Annual General Meeting [AGM].

Your company has received a notice under section 160 of the companies act, 2013 from a member, signifying his intension to propose the name of Mr. Praveen Kumar Patro for appointment as a director of the company in the forthcoming Annual General Meeting.

Suitable resolution[s] for appointment / reappointment of Director[s], as referred above, will be placed for approval of the members in the forthcoming Annual General Meeting. The brief resume and other information of the concerned director[s], in terms of the Regulation 26[4] and 36 [3] of SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 have been detailed as an annexure in the notice convening the forthcoming Annual General Meeting.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

KEY MANAGERIAL PERSONNEL

Mr. Ankur Madaan, Whole Time Director, Mr. Prabir Kumar Das, President & Company Secretary and Mr. Gobinda Chandra Nayak, Chief Financial Officer are the Key Managerial Personnel of your company in accordance with the provision of Section 2[51] and 203 of the companies act, 2013 read with Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 read with SEBI [LODR] Regulations, 2015.

Company’s policy of appointment and remuneration for directors, KMP and other employees including criteria for determining qualifications, positive attributes, director’s independence (read with Sections 178 (1) (3) (4))

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner.

The current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board, and separate its functions of governance and management.

The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178[3] of the Companies Act, 2013 is furnished in Annexure ‘C’ and is attached to this report.

Further, Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees is furnished in Annexure ‘D’ and is attached to this report.

Declaration by Independent Director(s)

As required under section 149[7] of the Companies Act, 2013, The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence and / or to qualify themselves to be appointed as Independent Directors as prescribed both under Section 149 [6] of the Companies Act’ 2013 and Regulation 25 of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 , The Board considered the independence of each of the Independent Directors in terms of the above provisions and is of the view that they fulfill/meet the criteria of independence. And the declarations are put up on the website of the Company at www. scansteels.com - Investor Relations Segment.

Familliarisation Programme for Independent Directors.

All New Independent Directors [IDs] whenever inducted into the Board are given an orientation. Presentations are made by Executive Directors [EDs] and Senior Management giving an overview of our operations, to familiarize the new IDs with the Company’s business operations. The new IDs are given an orientation on our products, group structure, Board constitution and Procedures, matters reserved for the Board, and our major risks and risk management strategy. Visits to Plant and Factory locations are organized for the IDs to enable them to understand the business better.

The company familiarises the New and Existing Independent Directors of the Company from time to time with their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc.. and also by updating them about latest amendments in Companies Act, 2013 and SEBI [Listing Obligations and Disclosure Requirements] Regulations, 201 5. Details of Same are put up on the website of the Company at www.scansteels.com - Investor Relations Segment.

Separate Independent Director Meeting

In term of requirements of Schedule IV of the Companies Act, 201 3 and Regulation 25 of Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015, a separate meeting of the independent directors [“Annual ID meeting”] was convened on 1 4th February, 201 8 and All the Independent Directors were present at the said Meeting.

The Independent Directors at the meeting reviewed the following:

a. Performance of Non-Independent Directors and the Board as a whole;

b. Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and

c. Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairperson of the Nomination Remuneration Committee with the Board covering performance of the Board as a whole, performance of the non-independent directors and performance of the Board Chairman. In addition to formal meetings, interactions outside the Board meetings also take place between the Chairman and Independent Directors.

BOARD ANNUAL EVALUATION

Pursuant to Regulation 1 7[1 0] of SEBI [Listing Obligations & Disclosure Requirements] Regulations, 2015, and In compliance with the Section 1 34[3] [p] Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The Board carried out an annual performance evaluation of its own performance, the individual Directors ,as well as the evaluation of the working of the Committees of the Board. The performance evaluation of the Chairman, Whole- Time Director and the Non- Independent Directors was carried out by Independent Directors. The performance evaluation of the Independent Directors was carried out by the entire Board in compliance with the Companies Act, 2013. The performance evaluation of all the Directors was also carried out by the Nomination and Remuneration Committee. Details of the same are given in the Report on Corporate Governance annexed hereto.

The Chairman of the Board had one-on-one meetings with the IDs. The Chairperson of the Nomination and Remuneration Committee [NRC] held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as on each of the other Directors. These meetings were intended to obtain Directors’ inputs on effectiveness of the Board/ Committee processes.

While evaluating the performance and effectiveness of the Board, various aspects of the Board’s functioning such as adequacy of the composition and quality of the Board, time devoted by the Board to Company’s long-term strategic issues, quality and transparency of Board discussions, execution and performance of specific duties, obligations and governance were taken into consideration. Committee performance was evaluated on the basis of their effectiveness in carrying out respective mandates. A separate exercise was carried out to evaluate the performance of Independent Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution to Board deliberations, independence of judgment, safeguarding the interest of the Company and focus on creation of shareholders value, ability to guide the Company in key matters, attendance at meetings, etc. The Executive Directors were evaluated on parameters such as strategy implementation, leadership skills, quality, quantity and timeliness of the information flow to the Board, etc.

The Board considered and discussed the inputs received from the Directors. Further, the IDs at their meeting reviewed the performance of non Independent Directors, Board as a whole and Chairman of the Board after taking into account views of Executive Directors and Non-Executive Directors.

The Directors expressed their satisfaction with the evaluation process.

The evaluation process endorsed the Board Members’ confidence in the ethical standards of the Company, the resilience of the Board and Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information to enable the Board Members to discharge their responsibilities.

The Detailed Policy on Performance Evaluation of Independent Directors, Board, Committees and other individual Directors can be accessed from the website of the Company at www.scansteels. com - Investor Relations Segment.

MANAGERIAL REMUNERATION:

Based on the recommendations of the NRC, the Board has approved the Remuneration Policy for Directors, Key Managerial Personnel [‘KMPs’] and all other employees of the Company. As part of the policy, the Company strives to ensure that:

- the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

- relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and

- remuneration to Directors, KMPs and Senior Management involves a balance between fixed and incentive pay, reflecting short, medium and long-term performance objectives appropriate to the working of the Company and its goals.

The following disclosures have been mentioned in detail under the heading “Corporate Governance”, part of this Annual Report:—

[i] all elements of remuneration package such as salary, benefits, etc., of all the directors;

[ii] details of fixed component and performance linked incentives along with the performance criteria;

[iii] service contracts, notice period, severance fees;

[iv] Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

CODE OF INDEPENDENT DIRECTORS -SCHEDULE - IV

The Board has considered Code of Independent Directors as prescribed in Schedule IV of the Companies Act, 2013. The code is a guide to professional conduct for independent directors’ adherence to these standards by independent directors and fulfillment of their responsibility in a professional and faithful manner will promote confidence of the investment community and regulators.

The broad items for code for independent directors are:

[i] Guidelines for Professional conduct.

[ii] Role and Functions.

[iii] Duties

[iv] Manner and process of appointment.

[v] Re-appointment on the basis of report of performance evaluation.

[vi] Resignation or Removal.

[vii] At least one Separate meeting of Independent Directors in a year without attendance of non independent directors or members of management.

[viii]Evaluation mechanism of Independent Directors by entire Board of Directors.

The Detailed Code of Conduct of Independent Directors of the Company and Code of Conduct for Board of Directors and Senior Management of the Company can be accessed on the website of the Company at www.scansteels.com - Investor Relations Segment.

SCAN STEELS’S CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI [Prohibition of Insider Trading] Regulations, 2015.

The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company. As well as the consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company Securities.

The Insider Trading Policy of the Company covering code of Practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website at www. scansteels.com - Investor Relations Segment.

COMPLIANCE WITH CODE OF ETHICS FOR BOARD OF DIRECTORS AND SENIOR EXECUTIVES

All Directors and Senior Management Personnel have affirmed Compliance with the Code of Ethics for Board of Directors and Senior Executives. A Declaration to that effect is attached with the Corporate Governance Report.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 134[3][c] and 134[5] of the Companies Act, 2013, your directors hereby state and confirm that —

a] In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b] The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit and loss of the company for the year ended on that date;

c] The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d] The directors had prepared the annual accounts on a going concern basis; and

e] The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f] The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITOR’S REPORT

STATUTORY AUDITORS

The Auditors, M/s. SRB & Associates, Chartered Accountant [Firm’s Registration No. 310009E] [SRB] of Bhubaneswar, were appointed with your approval at the 21 st AGM for a period of five years to hold such office till the conclusion of the 26th AGM.

The Company has received necessary consent and certificates under Section 1 39 from the above Auditors to the effect that they satisfied the criteria provided in section 141 of the Companies Act, 2013 read with Cos. [Audit &Auditors] Rules, 2014 including any statutory modification or reenactment thereof for the time being in force.

No frauds have been reported by the Auditors under Section 1 43 [1 2] of the Companies Act, 2013 requiring disclosure in the Board Report.

AUDITORS’ REPORT

Explanation to Auditor’s emphasis of matter:

Auditors have in their report drawn attention to Note No. 40 to the financial statements which describes the approval of the restructuring arrangement by the lead bankers State Bank of India and about recognition of interest cost of other members.

In the opinion of the Board, The company’s funding has been funded through consortium member banks. The leader State Bank of India along with other member banks have classified the asset as Non-performing Assets in their books of account in previous year. During the year, the lead banker State Bank of India has approved the restructuring proposal and has executed all related documents for restructuring of the facility and has filed with the Ministry of Corporate Affairs towards creation/ modification of charges in its favour. The State Bank of India has recovered all the scheduled repayments alongwith overdues [till the date of recovery] as per proposal approved vide letter dated March 17 , 2018. The interest component of Rs.16.92 crores, from the date of NPA to the cut off date i.e March 31, 2017 has been converted to FITL and same has been charged to current year’s financial statement. Other members to the consortium are in the process of restructuring as at the end of reporting date.

Further, the company has provided interest cost on borrowings for all the member banks except IDBI Bank Limited for the FY 2017-18 as per interest rate approved by the lead banker i.e State Bank of India. IDBI Bank Limited has recalled the loan vide letter dated October 31, 2017 for which no interest has been provided for.

Auditors have in their report drawn attention to Note No- 41 to the financial statements which describes on steps taken by the company for transition to the Ind AS compliances.

In the opinion of the Board , The company has implemented / adopted the following policies and procedures for accounting:

Componentization: As per prevailing practice, company componentized fixed assets as detailed in the Invoice. It does not have a separate componentization policy. Accordingly, components identified [ as mentioned above ] are also depreciated based on the useful lives prescribed under Schedule-II [ of the Companies Act. ] for the main asset.

Steps : The company is in the process of identification of the major components significant to the total cost of the asset accordingly necessary requirements to be complied.

Stores and Spares : The company on purchases of stores and spares, if it relates to an item of PPE, the same are capitalized on the date of issue, and which are issued for revenue expenditure purpose, are charged to Profit & Loss Account on the date of consumption.

Steps : The company is in the process of identifying the doubtful debtors to make provision for impairment to be recognized as per the Expected Credit Loss Method.

Except of the emphasis of matters mentioned above all other observations made by the Statutory Auditors in their report for the financial year ended 31st March 2018 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134[3] of the Companies Act, 2013.

COST AUDITORS

Pursuant to Section 148 [2] of the Companies Act, 2013 read with the Companies [Cost Records and Audit], Amendment Rules 2014, your Company is required to get its cost accounting records audited by Cost Auditor.

Accordingly, the Board at its meeting held on May 30, 201 8 has on the recommendation of the Audit Committee, re-appointed M/s. Ray, Nayak & Associates, Partner CMA. Chaitanya Kumar Ray, Cost Accountants, having office at MIG-26, Manorama Estate, Rasulgarh, Bhubaneswar - 751010 [Odisha], as the Cost Auditors of the Company to conduct the audit of the cost accounting records of the Company for the financial year 2018-19 on a remuneration of Rs.45,000/- plus service tax as applicable and reimbursement of actual travel and out of pocket expenses.

The remuneration is subject to the ratification of the members in terms of Section 148 read with Rule 1 4 of the Companies [Audit and Auditors] Rules, 2014 and is accordingly placed for your ratification.

Pursuant to section 148[1] of the companies act, 2013, The company has maintained the cost accounts and records.

The Cost Audit Report for the financial year ended 31st March, 2017 was filed in XBRL mode on 7th August, 2017.

SECRETARIAL AUDITORS AND AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 201 4, the Company had appointed M/s. K.K.Giri & Associates, a Practicing Company Secretary [CP No-14459] having office at Plot No-215[I], 2nd floor, District Centre, Chandrasekharpur, Bhubaneswar - 75101 6 to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out is annexed herewith as Annexure “E”.

The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134[3][f][ii] of the Companies Act, 2013.

The Board at its meeting held on May 30, 2018, has re-appointed M/s. K.K.Giri & Associates, a Practicing Company Secretary [CP No-14459] having office at Plot No-215[I], 2nd floor, District Centre, Chandrasekharpur, Bhubaneswar -751016, as Secretarial Auditor, for conducting Secretarial Audit of the Company for F.Y. 2018-19.

AUDIT COMMITTEE.

Audit Committee is constituted as per Regulation 18 of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 read with Section 1 77 of the Companies Act, 201 3. Composition of Audit Committee is as per Section 177 [8] of Companies Act, 2013. The Prime Objective of the Committee is to monitor and provide effective supervision of the Management‘s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

Composition and Terms of reference of the Committee is explained in Detail in the Corporate Governance Part of this Annual Report.

There was no recommendation as such in the Financial Year 201 7-201 8 from the Audit Committee which was not accepted by the Board.

VIGIL MECHNISM

In pursuance of Section 177[9] of the Companies Act, 2013 and Regulation 22 read with Regulation 4[2][d][iv] of Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015 , Vigil Mechanism has been Constituted for directors and employees to report genuine concerns and Audit committee shall oversee the vigil mechanism through the committee and provide adequate safeguards against victimization of employees and directors who availed of the vigil mechanism and have a direct access to the chairman of the audit committee in exceptional case.

In case of repeated frivolous complaints being filed by the director or an employee the audit committee may take suitable action including reprimand if necessary.

CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholders Relationship Committee According to 1 78 [5] of the Companies Act 2013 and Regulation 20 of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015. The SR Committee is primarily responsible to review all matters connected with the Company’s transfer of securities and redressal of shareholders’ / investors’ / security holders’ complaints.

Composition and Terms of Reference of the SR Committee is Detailed in Corporate Governance Report Part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The Board has set up a Nomination and Remuneration Committee In compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015. This Committee is responsible for making Policy pursuant to Proviso to Section 1 78 [3] & [4] read with Rules made there under and Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015 and / or recommending to the Board, the remuneration package of Directors, KMP & other employees, including their annual increment and commission after reviewing their performance and also to decide the Criteria for determining appointment Qualifications, Positive attributes, and Independence of a Director.

The Details Regarding the Composition of the Committee, Meetings held and Terms Of reference etc.. is Detailed in Corporate Governance Report Part of this Annual Report. And the Detailed Nomination and Remuneration Policy is attached as Annexure ‘D’ to this Report.

CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Scan Steels’s commitment towards excellence in Health, Safety and Environment is one of the company’s core values by complying with the Laws and Regulations first, and then going beyond the mandate to keep our planet safe for future generations. Minimizing the environment impact of our operations assumes utmost priority.

The company is unwavering in its policy of ‘’safety of persons overrides all production targets’’ which drives all employees to continuously break new grounds in safety management for the benefit of the people, property, environment and the communities in which Scan Steels operate. Our dedicated measures by conducting the Risk Assessment, Identification of significant environment aspects of all manufacturing plants and signatory commitment of Responsible Care, Greatest emphasis is given to safety measures for minimizing accidents and incidents.

In View of the above The Board has Constituted Corporate Social Responsibility Committee to Comply the Section 1 35 of the Companies Act, 2013. Composition and Terms of Reference of which is Detailed in Corporate Governance Report Part of this Annual Report.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013 and the Rules there under.

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013.

E-VOTING FACILITY AT AGM

In compliance with Section 1 08 of the Companies Act, 2013, Rule 20 of the Companies [Management and Administration] Rules, 2014, as substituted by the Companies [Management and Administration] Amendment Rules, 2015 and Regulation 44 of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015, the company is pleased to provide members facility to exercise their votes for all the resolutions detailed in the Notice of the 25th Annual Report of the company and the business may be transacted through e-voting. The company has engaged the services of Central Depository Services Limited [CDSL] as the authorized agency to provide the e-voting facility.

LISTING ON STOCK EXCHANGE

The Company continues to remain listed with Bombay Stock Exchange Limited and annual listing fee for the same has been paid.

DISCLOSURES

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, Six Board Meeting were convened and held, details of the meetings of the Board and various Committees of your Company are set out in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Regulation 1 7 of the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015.

EXTRACT OF THE ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92[3] read with Rule 12 of the Companies [Management and administration] Rules, 2014 and Section 134[3][a] of Companies Act, 2013 is furnished in Form No. MGT-9 as Annexure ‘F’ and is attached to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no loans, made by the Company under Section 186 of the Companies Act, 2013 during the year under review. However the company has given the corporate guarantee and made investment in quoted securities as a long term investments and the details of the guarantees and investments covered under the provisions of section 186 of the companies act, 2013 are given in the financial statements.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 [3][m] of the Companies Act, 2013 read with Rule 8[3] of the Companies [Accounts] Rules, 2014 is furnished in Annexure ‘G’ and is attached to this report.

PARTICULARS OF EMPLOYEES (RULE 5(2), AND 5(3)) AND MANAGERIAL REMUNERATION ( RULE 5(1) ) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 , AND UNDER SECTION 197(12) OF THE ACT

The total number of employees as on 31st March, 2018 stood at 1489.

Disclosures pertaining to remuneration and other details as required under Section 197[12] of the Act read with Rule 5[1], 5[2] and 5 [3] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, are provided in the Annexure ‘H’ in this Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

In term of Section 134[3][l] of the Companies Act, 2013, no material changes and commitments have occurred after the close of the year till the date of this Report, which could affect the financial position of the Company.

GENERAL

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

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares [including sweat equity shares] to employees of the Company under any scheme.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

4. There is No Revision of Financial Statement or Board Report Adopted by the Company, thereby there is no Disclosures to be made by the Company u/s 131 of the Companies Act, 2013 for Voluntary Revision of Financial Statement.

5. Your Company has No Holding or Subsidiary Company and thereby, Whole time Director of the Company do not receive any commission or remuneration from the same. Accordingly there is no Details to be Provided by the Company pursuant to Section 197 [14] of the Companies Act, 2013.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Financial Institutions, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company’s success. The Directors look forward to their continued support in future.

Place: Bhubaneswar FOR AND ON BEHALF OF THE BOARD

Date: 30th May, 2018 Ankur Madaan, Whole- Time Director

(DIN:07002199)

Runvijay Singh, Director

(DIN: 02239382)

Source : Dion Global Solutions Limited
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