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Uttam Galva Steels Ltd.
BSE CODE: 513216   |   NSE CODE: UTTAMSTL   |   ISIN CODE : INE699A01011   |   17-Oct-2022 Hrs IST
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March 2015

DIRECTORS' REPORT

To,

The Members

Your Directors have pleasure in presenting the 30th Annual Report on the business and operations of the Company, along with the Financial Statement for the Financial Year ended 31st March, 2015.

During this year, your Company has achieved a turnover of Rs. 7376.59 Crore as against Rs. 5754.56 Crore in the previous year. Your Company posted Profit before Tax of Rs. 55.34 Crore as against Rs. 81.26 Crore in the previous year. The gross revenue has increased mainly on account of merchandise export and Profit before Tax has come down mainly due to falling steel prices and low demand.

Consolidated turnover of Rs. 8856.98 Crore has increased as against Rs. 5758.64 Crore in the previous year and Consolidated Profit before Tax has come down to Rs. 45.22 Crore as against Rs. 76.04 Crore in the previous year.

In view of the current steel scenario, the Board of Directors are of the opinion that Cash flow should be conserved and hence decided to plough back the entire profit earned by the Company and have not recommended any dividend.

Your Company has always emphasized on achieving operational excellence and continues to focus on customer satisfaction and delight. Backed by strong fundamentals and robust plans your Company is fully prepared to face current challenges and benefit from expected medium and long term growth in Indian economy.

3. OPERATIONS:

(i) Export Market:

The Indian Steel markets have witnessed a de-growth in the export segment. Steel Exports from Indian market dropped by 8.1% during the period under review whereas Import of the Steel surged by almost 71% due to sharper fall in international steel prices than domestic prices.

The exports volume was lower by 17 % during the year as compared to 2013-14, the prices being under incessant pressure especially in the second half of the year in the wake of increased low price supplies from China. During the year your Company has, however, increased its volume in some markets like Africa by 77% and has almost doubled the volume in Latin America compare to last year.

Your Company has serviced 148 countries since its entry into the export business and is recognized as quality supplier in both developed and emerging markets. Your Company has maintained its presence in the International Market in spite of the currency crises and change in regulations in some of the countries.

Your Company has been successful in negating the initiation of anti dumping laws for our products in Australia in 2014 which has consequently opened up this market. However, possible initiation for the same for US markets is a matter of concern in the future.

The global economy expanded during the financial year at a moderate and uneven pace. Legacies from the global financial crisis continue to weigh on growth. The economy is expected to grow 3.1 per cent in 2015 compared with an estimated growth of 2.6 per cent in 2014. Emerging and developing economies are expected to grow by 5.4 percent which is a positive trend in line with our expectation. This is expected to provide a wider base to our international business.

(ii) Domestic Market:

Growth rate of Indian Domestic steel consumption has improved to 3.1% in 2014-15 from 0.6% in 2013-14. With the construction sector, which accounts for about 60% of the total steel demand in India, is yet to witness an on-the-ground recovery, the automobile sector is expected to be the growth engine for domestic steel demand in the near term.

In the Original Equipment Manufacturer [OEM) market, the Company has been focusing on high growth, profitable and niche areas especially in the Home Appliances, Automotive, Construction and Electrical Equipment segments and has thus moved up the value chain in these markets.

Your Company has achieved a volume growth of 22.2% in the Appliance segment over the last fiscal and has made commendable gains in establishing the product for Refrigerators and Washing Machines components with majors like Whirlpool, Samsung, Videocon Group and Godrej. As a first mover advantage your Company has developed the VCM refrigerator Door for the first time in India as a substitution for their critical high value import requirements. Your Company has also been working constantly towards import substitution of other steel components required by Appliance manufacturers. Your Company has also been approved by Samsung and Whirlpool for their global supplies. For Vizi coolers and freezers, the products are firmly established with Bluestar, Voltas, Frigoglass and Western Refrigeration.

In the Automotive segment, your Company has achieved growth of 8% inspite of de-growth in this segment in the western markets. Your Company has not only been able to retain its market share but also increase the same in the two, three and four wheeler segments. Your Company's products are firmly established in western India and continue to cater to the requirements of Bajaj Auto, Mahindra  & Mahindra, Force Motors, Eicher and also vendors of TATA Motors, Bajaj Auto, General Motors, Piaggio, and others. Your Company is also a major supplier to reputed coach manufacturers like Tata Marcopolo, ACGL and Volvo.

In the building and construction segment your Company's products are well established with major Pre-Engineered Building [PEB) manufacturers like Tata Bluescope, Pennar, Everest, Interarch and Zamil and also major component manufacturers like Shakti Hormann and NCL Seccolor.

In the General Engineering segment the Company continues to be an established supplier to Godrej & Boyce, Karad Projects, Otis Elevators, Sudhir Gensets, Nucleus Satellite and vendors to Siemens.

Continuous effort has been made in establishing the "Uttam Suraksha" GC [Galvanised Corrugated Roofing Sheets) brand firmly in the Construction segment and increasing its penetration in rural and urban areas. It is recognised as one of the major Brands in its segment in Domestic Markets like Maharashtra, Madhya Pradesh, Gujarat, Andhra Pradesh, Karnataka, Chattisgarh etc.

In line with surge in demand for Color Coated Roofing products your Company has launched an exclusive range of products under the brand name "UTTAM TARANG", which will provide greater value and benefits to the rural consumer. However, sales have been lower than expected due to cheap imports from China.

4. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to the amended Clause 49 [VIII) [D) of the Listing Agreement your Directors wish to report as follows:

a) Industry Structure & Developments:

Steel Industry plays a vital role in the development of any modern and emerging economy. The per capita consumption of steel is generally accepted as a yardstick to measure the level of socio­economic development and living standards of its countrymen. Steel industry derives its demand from other important sectors like infrastructure, aviation, engineering, construction, automobile, pipes and tubes etc. Thus, its intense integration with other important industries makes it a strategic sector for the Governments as well.

The Indian steel sector enjoys advantages of domestic availability of raw materials and cheap labour. Iron ore is also available in abundant quantities, though the continued mining restrictions have put a strain on its availability as well as price. This abundance has been providing a major cost advantage to the domestic steel industry

India was the world's fourth largest Steel producer during the last year and by overtaking the US, it has become the world's third largest steel producer during January-March of the current year.

Although slowdown is expected in demand for Capital Goods, Automotive, Construction and Consumer Durables are expected to show marginal growth. Positive signs are expected on back of modest recovery in economic growth. Likely Increase in Government spends in the Power sector & infrastructure push will fuel segmental growth. Also with expected decline in inflation and interest rates, demand for consumer goods is expected to show positive growth.

b) Opportunities & Threats:

In India, the steel Industry is passing through a challenging phase.Domestic consumption is severely affected due to lack of activity in infrastructure, as well as in the manufacturing space. The biggest challenge facing the domestic steel industry is to have the per capita steel consumption in India at par with the average global standards. The new Government at the center has, however, rekindled hope in the industry. The ambitious infrastructure projects and the thrust in manufacturing through the "Make in India" campaign are steps in the right direction. The plan for smart cities, improved road and rail connectivity by building highways, bridges and dedicated freight and superfast rail corridors have huge potential to spur domestic steel demand.

Consuming sectors - construction, automobile and engineering are expected to grow in 2015­16 fuelled by the softening of interest rates and implementation of government policies for the revival of infrastructure and investment in the country.

A better GDP forecast in 2015-16 supported by estimated industrial growth of 6.5 per cent would gradually increase steel demand in the country Average prices for steel-making raw materials  are likely to maintain low in 2014-15, in line with 2013-14. However, the Indian iron ore mining industry is undergoing a difficult phase given regulatory intervention in various states due to which the steel producers will continue to face inadequate availability of domestic iron ore in the short term.

Demand for steel is expected to improve in 2015­16 but steel prices will remain restrained due to global weak steel pricing trend, increasing cheap imports and prevailing overcapacity with domestic producers.

India also witnessed a surge in steel imports from China in 2014, particularly from July 2014 onwards. Steel imports from China almost doubled during Apr-Nov 2014 compared to consecutive period of last year. Similar trend in 2015-16 continues to be a matter of concern.

c) Segment-wise or Product-wise Performance

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

d) Outlook:

India's steel consumption growth is likely to be the highest both in current year and the next year at 6.2% and 7.3%, respectively, while all other major consuming countries such as China, US, Japan and Korea are expected to witness a decline, says World Steel Association [WSA) in its first short range outlook for 2015. WSA [whose members contribute 85% of the global steel production), sees "increased optimism" about India and forecast India's steel consumption to go up from level of 76.3 MT in  2014-15 to more than 80 MT in 2015-16.

e) Risks and Concerns:

In accordance with clause 49 of the Listing agreement, your Company has duly adopted steps for framing, implementing and monitoring the risk management plan and accordingly your Directors have put in place critical risk management framework across the Company for identification and evaluation of all potential risks. Your Company is continuously evolving and improving systems and measures to take care of all the risk exigencies involved in the business. All inherent risks are identified, measured, monitored and regularly reported to management. The management decides measures required to overcome these risks and ensures implementation of proper risk mitigation plans. The risk report and mitigation plans are presented to the Board of Directors periodically.

f) Internal Control Systems and their adequacy:

Your Company has an effective Internal Control System to prevent fraud and misuse of Company's resources and protect shareholders' interest. Your Company has an independent Internal Audit Department to monitor and review and focus on the compliances of various business processes. The internal audit report alongwith audit findings and tracking of process improvements & compliances is presented for review to the Audit Committee of Board of Directors.

All the Certification namely ISO: 9001-2008 [Quality Management), ISO: 14001- 2004 [Environment Management), ISO/TS 16949:2009 [Technical specifications) and OHSAS 18001-2007 [Occupational Health and Safety Management) are being maintained by the Company after periodic audit.

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

The financial performance matched the operational performance during the year under review. The finance cost has dropped marginally because of unexpected fall in steel prices. However, the lower demand has affected the overall profitability Difficulties faced by the operation due to dumping of Imported Steel and consequent fluctuation in steel prices were mitigated by proper finance management. Strong focus on credit control and inventory management has helped working capital and liquidity management, thus helping in timely generation of internal cash flow to tide over the adverse business conditions in steel industry.

h) Human Resources Development and Industrial Relations:

Your Company focuses on developing the most superior workforce so that the organization and individual employees can accomplish their work goals in service to the end users. To improve employee productivity, PMS [Performance Management System) was implemented across the organization.

Your Company has put in place suitable processes and mechanism to ensure that grievances are effectively addressed. Employee Grievance Redressal Committee and the Internal Complaints Committee are intended to facilitate open and structured discussion on work related grievances of employees and Sexual Harassment complaints respectively, to ensure that these are dealt with in a fair and just manner. Our Anti-Sexual Harassment initiatives allow employees to report sexual harassment case at the workplace. The cases are heard and resolved by an impartial group.

Presently, your Company employs more than 1500 employees. Your Company is proud of its healthy Industrial Relations record.

i) Financial and Commercial Transactions with related parties:

During the year, Company has entered into the Related Party Transactions on arm's length basis and in the ordinary course of business in compliance with the applicable provisions of the Companies Act, 2013 and Listing Agreement.

All Related Party Transactions were presented to the Audit Committee on quarterly basis for their prior approval and to the Board of Directors for further ratification. During the year the Company has not entered into any material transactions as mentioned under the clause 49 [VII) of the Listing Agreement. Hence, the form AOC-2 regarding particulars of contract or arrangement with the related parties as referred in section 188[1) of the Companies Act, 2013 is not required to be annexed herewith.

j) Cautionary Statement:

The Management Discussion and Analysis describe Company's projections, expectations or predictions and are forward looking statements' within the meaning of applicable laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand and supply, price conditions in domestic and international market, change in Government regulations, tax regimes, economic developments and other related and incidental factors.

5. CORPORATE GOVERNANCE:

Your Company is committed to principles of good corporate governance. The Board of Directors ensures that the Company is in compliance with all the applicable provisions of the Clause 49 [as amended) of the Listing Agreement pertaining to Corporate Governance. A detailed report on Corporate Governance along with a certificate from the Auditors confirming compliance is annexed hereto and forms part of the Directors' Report as 'Annexure V'.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR): Your Company has constituted the Corporate Social Responsibility [CSR) Committee as per the requirement of the Section 135 of the Companies Act, 2013 read with the Companies [Corporate Social Responsibility Policy) Rules, 2014 as amended time to time, under the Chairmanship of Shri G S Sawhney and two other members namely Shri Anuj R Miglani and Shri O P Gahrotra. The Committee has framed the Corporate Social Responsibility Policy of the Company which is placed on the Company's website. A detailed report on the CSR activities as required under section 135 of the Companies Act, 2013, is annexed hereto as 'Annexure I' and forms part of the Directors' Report as CSR Report.

Your Company has retained collective focus on the various areas of rural infrastructure development that impact people, environment and the society at large. Founded on the philosophy that society is not just another stakeholder in its business, but the prime purpose of it, the Company, across its various operations is committed to making a positive contribution.

7. RISK MANAGEMENT POLICY:

As required by Clause 49 of the Listing Agreement, the Company has framed the Risk Management Policy. The Main objective of this policy is to ensure sustainable business growth with stability and to promote proactive approach and to identifying, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes structured and disciplined approach to risk management in order to guide decisions on risk related issues. Under the current challenging and competitive  environment the strategy for mitigating inherent risk in accomplishing the growth plan of the Company is imperative. The Common risk interalia are regulatory risk, competition, financial risk, technology obsolescence, human resources risk, political risks, investments, retention of talents, expansion of facilities and product price risk.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL  (KMP):

Shri Ankit Miglani [DIN 00444956) - Dy. Managing Director of the Company has conveyed his desire to devote most of his time and efforts to develop International Operations of the Company. Since he will be required to travel extensively out of India, he has requested the Company to relieve him from the responsibility of Dy. Managing Director effective from 1st April, 2015. However, he will continue to be Non-Executive Director on the Board of the Company.

Shri S G Tudekar [DIN 00138678) has resigned from the Board with effect from 27th October, 2014 due to expiry of his term as Whole Time Director. Shri P G Kakodkar [DIN 00027669) has resigned from the Board with effect from 30th May, 2014 due to his ill health. Your Directors wish to take this opportunity to express their gratitude and sincere appreciation for their immense and invaluable contribution to the Company during their tenures as Director on the Board.

Smt. Swarna Prabha Sukumar [DIN 01327918)

has vacated the office of Nominee Director representing Life Insurance Corporation of India [LIC) on 3rd November, 2014 as LIC has withdrawn her nomination since all the outstanding dues together with the interest have been re-paid by the Company. The Board placed on record their sincere appreciation for her invaluable contribution to the Company during her tenure as Nominee Director on the Board.

The Board recommends appointment of Smt. Swarna Prabha Sukumar [DIN 01327918) as an Independent Director on the Board of the Company not liable to retire by rotation for 5 [five) consecutive years for a term upto 3rd November, 2019. Her appointment on the Board shall also fulfill the requirement of a Woman Director on the Board of the Company as required under the Companies Act, 2013 and clause 49 of the Listing Agreement.

The Independent directors have submitted the declaration of Independence, as required under sub-section [7) of Section 149 of the Companies Act, 2013 and clause 19 of the Listing Agreement with the Stock Exchanges stating that they meet the criteria of independence as provided therein. Pursuant to the provisions of the Section 152 of the Companies Act, 2013 and as per the Articles of Association of the Company, Shri Rajinder Miglani retires by rotation and being eligible has offered himself for reappointment. The Board of Directors recommend his reappointment. None of the Directors of your Company is disqualified under Section 162 [2) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors' Report. The following persons are Key Managerial Personnel of the Company:

Shri Anuj R Miglani : Managing Director

Shri G S Sawhney : Director [Finance) & Group CFO

Shri R Agrawal : President & Company Secretary

During the year there is no change in the role of the aforesaid KMP.

9. PERFORMANCE EVALUATION OF BOARD:

In Compliance with the Companies Act, 2013 and amended clause 49 of the Listing Agreement, a structured questionnaire was prepared after considering the various aspects of the Board functioning, composition of the Board/committees, culture, execution and performance of specific duties, obligation and governance.

10. REMUNERATION OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES: Your Company has framed a Remuneration Policy which lays down a framework in relation to the Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also lays down the criteria for selection and appointment of Independent Directors. The details of the policy are explained in the Corporate Governance Report. The information required pursuant to Section 197 [12) read with Rule 5 of the Companies [Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect to remuneration to the Whole time directors and Key Managerial Personnel, is prepared separately forming part of this report. No Employee of the Company has drawn remuneration of Rs. Five lacs per month or more in the year under review.

Having regard to the provisions of the first proviso of Section 136[1) of the Companies Act, 2013, the Annual Report is being sent to the Members of the Company excluding the aforesaid information. However, the said information is available for inspection at the Registered office of the Company before 21 days of the ensuing Annual General Meeting during business hours on working days.

11. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 [5) of the Companies Act, 2013, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures.

ii) Appropriate Accounting Policies have been selected and applied consistently. 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 31st March, 2015 and of the Profit and Loss Account for the Financial Year 2014-2015 have been made.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and preventing & detecting fraud and other irregularities.

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

v) The policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, prevention & detection of frauds/ errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial information [Internal Financial Controls), are adequate and were operating effectively.

vi) Proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

12. STATUTORY AUDITORS AND THEIR REPORT:

M/s. Todarwal & Todarwal, Chartered Accountants [Registration No. 111009W) is proposed to be appointed, subject to approval of the Members, as Statutory Auditor of Company to hold office upto the conclusion of 31st Annual General Meeting in place of M/s. Prakkash Muni & Associates [Registration No. 111792W) who do not seek their reappointment at the ensuing Annual General Meeting.

M/s. Todarwal & Todarwal has furnished written consent and a certificate of their eligibility obtained as required under second proviso of Section 139[1) of the Companies Act, 2013 read with the rules made there under. In terms of the Listing Agreement, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI. Your Directors take this opportunity to express their deep sense of gratitude and sincere appreciation to Shri Prakkash Muni & his team for their valuable services rendered to the Company during their association as Statutory Auditor of the Company. Notes to the accounts as referred in the Auditor's Report are self-explanatory and does not contain any qualification and therefore, do not call for any further comments or explanations.

13. COST AUDITORS AND THEIR REPORT:

Your Board of Directors, on the recommendation of the Audit Committee has appointed M/s. Manisha & Associates, Cost Accountants as "Cost Auditors" to conduct Cost Audit for Steel and Power Bussiness of the Company for the Financial Year 2015-16 and has recommended their remuneration to the Shareholders for their ratification at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 148 of the Companies Act, 2013, the Report on cost Audit for the Financial Year 2013-14 has been received and duly furnished to the Central Government within prescribed time.

14. SECRETARIAL AUDITORS AND THEIR REPORT: Pursuant to the provisions of the Section 204 of the Companies, Act, 2013 read with the rules made thereunder, the Board has appointed M/s. JNG & Co., Practicing Company Secretaries, to carry out the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report, is annexed hereto and part of the Director's Report as  an 'Annexure II'. The said report does not contain any adverse remark and hence does not call for any further comments.

15. DEPOSITS:

Your Company has not accepted Deposits from Public or Members under Chapter V of the Companies Act, 2013 and the Companies [Acceptance of Deposits) Rules, 2014 for the year under review.

16. SUBSIDIARY & JOINT VENTURE COMPANIES:

There are Seven wholly-owned Subsidiary Companies and one step down subsidiary of the Company namely [I) Uttam Galva Holdings Limited in Dubai, [II) Atlantis International Services Limited in British Virgin Islands, [III) Uttam Galva Steels Netherlands B.V. in Netherland, [IV) Neelraj International Trade Limited in British Virgin Islands, [V) Uttam Galva Steels BVI Limited in British Virgin Islands and [VI) Uttam Exports BVI Ltd. in British Virgin Islands [VII) Uttam Galva North America, Inc in USA and [VIII) Uttam Galva International, FZE [Step down Subsidiary) in Jebel Ali free zone in United Arab Emirates, the subsidiary of Uttam Galva Holdings Limited, Dubai.

During the year, the Company has incorporated two new foreign subsidiaries namely Uttam Exports BVI Ltd. in British Virgin Island & Uttam Galva North America, Inc in USA. One Step down subsidiary namely Uttam Galva International, FZE in Jebel Ali free zone in United Arab Emirates has become subsidiary of Uttam Galva Holdings Limited, i.e. wholly owned subsidiary of the Company. Uttam Galva Steels FZE which was incorporated in Ras Al Khaimah is no longer subsidiary of the Company. Apart from the aforesaid subsidiaries, your Company also has two Joint venture Companies namely, Texturing Technology Private Limited and Moira Madhujore Coal Limited. There is no change in status of the Joint venture Companies of the Company, during the year under review. A separate statement containing the salient features of the Financial Statement for the financial year ended 31st March, 2015 of the aforesaid Subsidiaries Companies and Joint Venture Companies are included in the Annual Report as Form AOC-1 as an 'Annexure VI'. The Financial statements of the said Subsidiaries Companies and Joint Venture Companies are available for inspection by the Shareholders at the Registered office of your Company. Your Company undertakes that the Financial statements of the Subsidiaries Companies and Joint Venture Companies shall be made available to the Shareholders of the Company on demand.

The consolidated financial statements of your Company for the financial year 2014-15, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and Listing Agreement as prescribed by the Securities and Exchange Board of India [SEBI). The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiaries and joint ventures.

17. ENVIRONMENT AND SOCIAL OBLIGATION:

The Company's plants comply with all norms set up for clean and better environment by the competent authorities. The Company undertakes regular checks / inspections including certification for the maintenance of the environment. The Company values environmental protection and safety as the major considerations in its functioning. The Company has adequate effluent Treatment Plants to prevent pollution. The Company is continuously endeavoring to improve the health and quality of life in the communities surrounding its industrial complexes.

18. DISCLOSURES UNDER THE COMPANIES ACT, 2013:

i. Extract of Annual Return :

The details containing the extract of the Annual return is enclosed in the Form MGT-9 as an 'Annexure III' and forms part of this report.

ii) Particulars of Loans, Guarantee or Investment :

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Kindly refer Note no. 13 of the stand-alone balance sheet.

iii) Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Your Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum  possible savings of energy is achieved. No specific investment has been made for reduction in energy consumption by your Company as the impact of measures taken for conservation and optimum utilization of energy are not quantitative. Hence its impact on cost cannot be stated accurately. The detailed information on Conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under section 134 of the Companies Act, 2013 read with the Companies [Accounts) Rules, 2014 is annexed hereto as an 'Annexure IV' and forms part of this report.

iv) General Disclosures:

Your Directors state that no disclosures are required since as there were no transactions in respect of the following items during the year under review:

a. Significant and material orders passed by the Regulators or the Courts which would impact the going concern status of the Company and its future operations

b. Issue of Equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of Shares [including sweat equity shares) to employees of the Company under any scheme.

d. Neither the Managing Director not the whole time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

19. ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation to the Central, State & Local Governments, Authorities, Regulatory Bodies, Financial Institutions, Banks, Customers and the Shareholders of the Company for their continued support and co-operation.

Your Directors also like to place on record their sincere appreciation for the total commitment, dedication and hard work put in by every member of the Uttam Galva Family. Your directors are deeply grateful to you Shareholders, for the confidence and trust reposed in us.

For and on behalf of the Board

Rajinder Miglani

Chairman

DIN: 00286788

 Place : Mumbai

Date: 22nd May, 2015