This is to apprise the members that in accordance with the applicable provisions of the Insolvency and Bankruptcy Code 2016 ("IBC/Code"), the Corporate Insolvency Resolution Process ("CIRP") of Uttam Value Steels Limited ("Company") was initiated by State Bank of India (SBI), one of the Financial Creditors of the Company. SBI's petition to initiate the CIRP was admitted by the National Company Law Tribunal ("NCLT") on June 26th June, 2018 ("Insolvency Commencement Date" or "ICD"). Mr. Rajiv Chakraborty was appointed as the Interim Resolution Professional ("IRP") to manage the affairs of the Company. Subsequently, Mr. Chakraborty was confirmed as the Resolution Professional ("RP") by the committee of creditors ("CoC"). On appointment of the IRP/RP, the powers of the Board of Directors of the Company were suspended. The RP invited expressions of interest and submission of a resolution plan in accordance with the provisions of the Code. Of the various resolution plans submitted, the CoC approved the resolution plan submitted by consortium of Carval and Nithia Capital ("CNC"). The RP submitted the CoC approved resolution plan to the NCLT on 7th May, 2019 for its approval.

Members may kindly note that, the RP was not in office for the first quarter of the period to which this report pertains i.e. from 1st April, 2018 to 25th June, 2018. During the CIRP, the RP is entrusted with the management of the affairs of the Company and continue to operate the Company as a going concern. Prior to the ICD, the erstwhile Board of Directors had the control on the management of the affairs of the Company. The RP is submitting this report in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("Listing Regulations"). The RP is not to be considered responsible to discharge fiduciary duties with respect to the financial and operational health of the Company and performance of the management for the period prior to the ICD.

In exercise of the powers of the Board of Directors, the RP of the Company hereby presents the 49th Annual Report on business and operations of the Company along with the Audited Statement of Accounts for the financial year ended 31st March, 2019. The RP has approved and presented these financial results only to the limited extent of discharging powers of the Board of Directors of the Company which has been conferred upon him in terms of provisions of Section 17 of IBC.

i. Exceptional items include provision for old advances, receivables and investments, which are doubtful of recovery, and aggregate `439.68 Crores, Rs. 59.83 Crores and `1.60 Crores respectively.

ii. Considering that the CIRP has been initiated with effect from 26th June, 2018, interest on bank borrowings has not been provided for the quarter ended 30th September, 2018, 31st December, 2018 and 31st March, 2019.

PERFORMANCE

The Company achieved a Gross Turnover of `2467.33 Crores in 2018-19 as against `2704.21 Crores in the previous year, showing a decline by 8.76% over previous year. The operating profit before Interest, Depreciation, Exceptional Items & Tax for the year was `54.07 Crores as against the loss of `88.94 Crores in the previous year showing an improvement of 160.79%. The Company posted loss of Rs. 627.54 Crores during the Year against a loss of Rs. 465.82 Crores in previous year, after providing depreciation of Rs. 114.61 Crores (Previous year Rs. 137.54 Crores). During the year there were no changes in nature of business of the Company, the detailed discussion on Company's overview and future outlook have been given in the section on ‘Management Discussion and Analysis' (MDA).

CONSOLIDATED FINANCIAL STATEMENT

The audited consolidated financial statement, pursuant to Section 129 of the Companies Act, 2013 and Accounting Standard (AS) 21 on Consolidated Financial Statements has been provided in the Annual Report. A statement containing salient features of the financial statement of associate Company in accordance with the first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014 in the prescribed form AOC 1 is annexed as "Annexure V" of this report.

DIVIDEND

In view of the accumulated losses, Dividend on the Equity shares was not recommended.

TRANSFER TO RESERVE

In view of the losses incurred by the Company, no amount has been transferred to reserves.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES:

The Company does not have any Subsidiary or Joint Venture Company. The Company has one Associate Company namely Indrajit Power Private Limited ("IPPL") and the details of the same are attached in Form AOC-1 as "Annexure –V".

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF YOUR COMPANY

There has been no change in the business of the Company. However, in accordance with the applicable provisions of the IBC, the CIRP of the Company was initiated by SBI, one of the Financial Creditors of the Company. SBI's petition to initiate the CIRP was admitted by the NCLT on 26th June, 2018. Mr. Rajiv Chakraborty was appointed as the IRP to manage the affairs of the Company. Subsequently, Mr. Chakraborty was confirmed as the RP by the CoC. On appointment of the IRP/ RP, the powers of the Board of Directors of the Company were suspended. The RP invited expressions of interest and submission of a resolution plan in accordance with the provisions of the Code. Of the various resolution plans submitted, the CoC approved the resolution plan submitted by consortium of Carval and Nithia Capital ("CNC"). The RP submitted the CoC approved resolution plan to the NCLT on 7th May, 2019 for its approval. Members may kindly note that, the RP was not in office for the first quarter of the period to which this report pertains i.e. from 1st April, 2018 to 25th June, 2018. During the CIRP, the RP is entrusted with the management of the affairs of the Company and continue to operate the Company as a going concern. Prior to the ICD, the erstwhile Board of Directors had the control on the management of the affairs of the Company.

SHARE CAPITAL AND LISTING OF SHARES

The paid up Share Capital of the Company as on 31st March, 2018 was `660.81 Crores and remained unchanged during the financial year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

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

a) Industry Structure & Developments:

STEEL INDUSTRY SCENARIO

Steel Industry plays a vital role in the development of any modern economy and is considered to be a yardstick to measure the level of socio-economic development and living standard 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. Steel demand in India is expected to grow at 7% in 2019 as well as in 2020. Steel demand in India will be driven by broad based growth across sectors. Construction is expected to grow and boosted by Government spending on Infrastructures like large scale metro, rail projects, dedicated freight corridors and transport ways network through "BharatMala Pariyojna" and Port Development through the "SagarMala Programme" which are progressing in full swing. The Automotive sector witnessing a slowdown asautomotive sales started slowing down towards end of 2018 and into 2019. Policy to support Real Estate sector is expected to lead to recovery in the sector.

Industry consolidation through the Insolvency and Bankruptcy Code, 2016 is expected to lead to improved discipline in the market place and stable pricing. Change of ownership will also lead to improved capacity utilization levels over the next one year. 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.

Steel Ministry has announced facilitation of R&D in the steel sector through the establishment of Steel Research and Technology Mission of India (SRTMI). The initiative is aimed to spearhead R&D of national importance in iron & steel sector utilising tripartite synergy amongst industry, national R&D laboratories and academic institutes.

The Company supplies Hot Rolled Special steels to the following Sectors:-

• Defence

• Indian Railways

• IBR Approved Applications

• OiI & Gas Sector

• Automobiles

• Infrastructure Projects

• Transmission Tower Sector

• Pre Engineered Building Sector

• LPG Cylinder manufacturers

b) Opportunity & Threats:

India's Crude Steel production grew 3.3% to 106.56 MnT in FY 2018-19, making it the world's second largest steel producers behind China. Steel exports fell 26.4% to 8.54 MnT as Global demand weakened due to geo-political uncertainties and additional tariffs on imports by U.S. Finished and Semi Finished imports rose by 4.6% to reach 8.79 MnT. The domestic market saw rising import from China, Japan and Korea. During FY 2018-19, domestic steel consumption increased from 7.5% to 97.54 MnT, primarily driven by the Government expenditures on Infrastructures (The Central and State Governments infra spending pegged at `7 8 lakhs crores) . The infrastructures construction and real state sectors accounted for 60 65% domestic steel consumption.

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

Worldsteel forecasts overall steel demand in India to grow above 7% in CY 2019 and CY 2020. Demand is likely to grow to 100-105 MnT, with per capita consumption improving to 75-76 Kg driven by heavy infrastructure spending and faster economic growth. Worldsteel also forecasts that at the current rate, India would overtake the US in terms of demand. As India is expected to grow at 6 - 8% atleast for a decade, steel demand is likely to grow at 7% , implying that the country would need to produce and additional 7 MnT of steel. To meet this enhanced demand, the steel sector could see investment to the tune of Dollar 10 Billion. However, India's steel makers face persistent threat of cheaper import and lower domestic prices. The on-going trade disputes and the global economic slowdown are routing Asian Steel inventory to India, negatively impacting the countries steel makers. Since, certain trade remedial actions have become irrelevant, imposition of safe guard duty is the need of hour to stop such imports and corresponding injury to the domestic industry.

e) Risk & Concerns :

As per the requirement of Regulation 17 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted steps for framing, implementing and monitoring the risk management plan and accordingly the Directors have put in place critical risk management framework across the Company for identification and evaluation of all potential risks. The 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 the management. The management decides measures required to overcome these risks and ensures implementation of proper risk mitigation plans. Some of them are mentioned herein below: The domestic steel industries run the risk of normal industry cycle as under:

• High cost of capital

• Delay in absorption in technology by existing units.

• High cost of basic input and services

• Poor quality of basic infrastructure like road, port etc.

• High logistics cost

The Company is exposed to the normal industry risk factors and manages these risks by prudent business and risk management practices.

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

f) Internal Control System and Their Adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

The scope and authority of the Internal Audit function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Audit Committee. During the CIR process, the Chief Financial Officer ("CFO") has been mandated by the Resolution Professional to evaluate the Internal Audit reports and ensure corrective actions. The Internal Audit is outsourced to external firms of Chartered Accountants and they evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. The Company has in place adequate internal financial controls with reference to financial statements and other matters.

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

Considering that the CIRP has been initiated with effect from 26th June, 2018, interest on bank borrowings has not been provided for the quarter ended 30th September, 2018, 31st December, 2018 and 31st March, 2019. Earnings before Interest, Tax, Depreciation &Amortisation (EBITDA) of the Company has improved marginally as compared to the previous year due to change in production mix and higher realization.

h) Human Resources and Industrial Relations:

The Company's human resource policies and strategies seek to ensure a high level of motivation among employees so that they play a significant role in achieving the Company's goal. The Company accords highest priority to ensure safety and protection of health of its employees which are essential to, and form an integral part of every HR development endeavor. The Company has a medical Centre at its Wardha complex providing round the clock medical assistance to its employees. Health checkup of the Employees are also carried out periodically, for all employees. Total employees as on 31st March, 2019 were 927.

i) Cautionary Statement:

The Management Discussions 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 materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

The Power of the Board is suspended due to the Hon'ble National Company Law Tribunal, Mumbai Bench's order no C.P. (IB) -2054/(MB)/2007 dated 26th June, 2018 as per which the Corporate Insolvency Resolution Process commenced for the Company.

DIRECTORS' RESPONSIBILITY STATEMENT / Statement by the Director & CEO and taken on record by the Resolution Professional.

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that: i) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any; ii) that the CEO 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 end of the financial year 31st March, 2019 and of the Profit and Loss Account for the year ended on that date; iii) that the CEO has taken proper and sufficient care 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 and detecting fraud and other irregularities; iv) the Annual Accounts have been prepared on a going concern basis in terms of the Code; v) that the CEO 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 vi) that the CEO had devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Corporate Governance Report which form part of this Report, are set out as separate Annexures together with the Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in Schedule V of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

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

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

DIRECTORS & KEY MANGERIAL PERSONNEL

Pursuant to the provisions of section 152 of the Companies Act, 2013, Shri Rajinder Miglani (DIN 00286788)) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment In accordance with the provisions of the act, none of the Independent Directors are liable to retire by rotation. During the year under review Shri B.L. Khurana, Non-Executive Independent Director has passed away on 22nd January, 2019. No Directors has been appointed in his place as yet.

Further, Shri Arvind Kumar Gupta, Independent Directors resignation letter dated 14th October, 2019 citing the other commitments, stepped down as a Director of the Company and the same has been noted by the resolution professional in their meeting held on 13th November, 2019. Shri B.L. Khanna's tenure as Independent Directorship is expired on 31st March, 2019 .Therefore it is proposed to reappointed him as Independent Directors for further a period of 5 Years commencing from 1st April, 2019 to 31st March, 2024. 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 requirement of minimum number of members in the nomination and remuneration committee in accordance with the Companies Act, 2013 and the rules framed thereunder is not maintainable on account of suspension of the powers of the Board. In terms of the SEBI (LODR) Regulations 2015, a company undergoing CIRP is not required to comply with Regulation 19(1)(a) of the SEBI (LODR) Regulations 2015, dealing with the minimum number of the members in the nomination and remuneration committee of a listed company. Further, in terms of SEBI (LODR) Regulations 2015, a company undergoing CIRP is not required to comply with Regulation 19 of the SEBI (LODR) Regulations 2015, dealing with the requirements of constitution, meetings and terms of reference of the nomination and remuneration committee.

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

BOARD EVALUATION

In terms of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2018, a company undergoing CIRP is not required to comply with the requirement of conducting evaluation of the independent directors. Therefore, subsequent to commencement of the CIRP the evaluation of the independent directors of the Company was not required to be carried out under the provisions of the Regulation 17(10) SEBI LODR Regulations. Further, in accordance with Rule 8(4) of Companies (Accounts) Rules, 2014, the Board of Directors of a company are required to evaluate its own performance and that of its committees and individual directors. However pursuant to commencement of the CIRP of the Company, the powers of the Board of Directors stand suspended and are exercised by the Resolution Professional, as the case may be, in accordance with the provisions of the Code.

NUMBER OF MEETINGS OF THE BOARD

As stated above, the power of the Board of the Directors stood suspended w.e.f 26th June, 2018. The Board met only once during the year under review the details of which are given in Corporate Governance Report forming part of the Annual Report during the Financial Year 31st March, 2019.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY

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

AUDIT COMMITTEE

Pursuant to Commencement of CIRP, the power of the Board of the Directors stand suspended and are executed by the Resolution Professional in accordance with provision of the Code, accordingly the Audit Committee has not met after 28th May, 2018.

The Audit Committee Comprises of two Independent Directors namely Shri B L Khanna, Shri B L Khurana and Shri Rajiv Munjal, a Director & CEO as Members. Only Two meetings were held during the financial year under review prior to commencement of CIRP i.e. 26th June, 2018. All the recommendations made by the Audit Committee have been accepted and implemented by the Board of Directors. More details on the committee are given in the Corporate Governance Report.

RELATED PARTY TRANSACTION

All transactions, as certified by the CFO of the Company, entered with Related Parties for the year under review, FY18 in the audit committee meetings until 6th April, 2018 were on Arm's Length basis & in the ordinary course of the business and are in the compliance with applicable provisions of the Companies Act , 2013 & Rules made thereunder & the SEBI (LODR) Regulations.

Further in terms of the provisions of the Code, all the related party payments post ICD i.e. 26th June, 2018 till 31st March, 2019 were ratifiedby the CoC.

Accordingly, since the disclosure in FORM AOC-2 is required to be made only of the Related Party Transaction that were not at Arm's Length Basis or the material related party transaction that were at arm's length basis and in accordance with Section 188 of the Companies Act, 2013, the disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is required.

Further the details of the transaction with related are provided in the Company Financial statement in accordance with Accounting standard.

All Related Party Transactions prior to the Commencement of CIRP were authorized by the Audit Committee/ Board of Directors, as applicable for approval.

The policy on related party transaction as approved by Board of Director of the Company has been uploaded on the website of the Company viz. www.uttamvalue.com. None of the Directors has any pecuniary relationship or transaction vis-a-vis the Company except remuneration and sitting fees. The form AOC-2 regarding the particulars of material related party transaction with Uttam Galva Metallics Ltd. referred in section 188(I) of the Companies Act, 2013, is annexed herewith as "Annexure V".

CORPORATE GOVERNANCE

In the interest of all the stakeholders and as matter of good corporate governance, your Company is committed to the timely compliance with all the applicable Regulations of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. However, a company undergoing insolvency resolution process is exempted from the requirement of, amongst others, composition of board of directors, constitution, meetings and terms of reference of the audit committee, constitution, meetings and terms of reference of the nomination and remuneration committee, constitution, meetings and terms of reference of the stakeholders' relationship committee as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI LODR Regulations"). Further, the role and responsibilities of the Board of Directors as specified under Regulation 17 of the SEBI LODR Regulations is required to be fulfilled by the IRP or RP, as the case maybe.

In terms of Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, 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 III".

STATUTORY AUDITOR AND THEIR REPORT

M/s. VSS & Associates, Chartered Accountant, Statutory Auditor of the Company, will hold office till the conclusion of 52nd Annual General Meeting, subject to ratification at Annual General Meeting as per the Section 139 of the Companies Act, 2013.

M/s. VSS & Associates, Chartered Accountant, as the Statutory Auditor of the Company has furnished a certificate of their eligibility and consent under Section 141 of the Companies Act, 2013 read with the rules made thereunder. In terms of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Auditor's have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI. Accordingly, the Board based on the recommendation of the Audit Committee, recommends the ratification of appointment of M/s. VSS & Associates, Chartered Accountant, as Statutory Auditor of the Company for the term of one year for the approval of members.

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

COST AUDITORS AND COST AUDIT REPORT

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

The RP, as per the requirement of the Companies Act, 2013, has appointed M/s. Manisha & Associates, Cost Accountants as Cost Auditor to audit the cost accounts of the Company for the financial year 2019-20 at a remuneration of Rs. 60,000/- per annum and reimbursement of out of pocket expenses if any. As required under the Companies Act, 2013 a Resolution seeking members approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting.

The cost audit report for the financial year 2018-19 was filed with the Ministry of Corporate Affairs.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of the Section 204 of the Companies, Act, 2013 read with the rules made there under, the Company has re-appointed M/s. JNG & Co., a firm of Practicing Company Secretaries (CP No. 8108), to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure VI" and forms an integral part of this report. The said report does not contain any qualification, reservation or adverse remarks. However, the observations mentioned in the Secretarial Audit Report are statement of facts which have been suitably addressed in the Directors Report and the Annexures thereto.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rules 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this reports. In terms of section 136 of the Companies Act, 2013, 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.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the directors and employees of the Company to approach Audit Committee of the Company to report existing/ probable violations of laws, rules, regulations or unethical conduct.

The Whistle Blower Policy has been posted on the website of the Company.

EXTRACT OF ANNUAL RETURN

Subsequent to the enforcement of the relevant provision of the Companies Amendment Act, 2017 The Annual Return in Form MGT-7 Shall be available on the website of the Company. (www.uttamvalue.com) and also available on below mentioned link (http://www.uttamvalue.com/ Annual_Return/Draft%20Annual%20Return%20for%20 Financial%20%20Year%20ended%2031st%20March,%20 2019%20MGT-7-UVSL-1.pdf)

RISK MANAGEMENT

As required by Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Company has framed the Risk Management Policy. The Risk Management Policy defines the Risk Management Approach of the Company which includes periodic review of such risks and also documentation, mitigating controls and reports mechanism of such risks. The Main objective of this policy is to ensure sustainable business growth with stability and to promote proactive approach and reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy established a structure and disciplined approach to risk management in order to guide decision 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 are imperative. The Common risk inter-alia are regulatory risk, competition, financial risk, technology obsolescence, human resources risk, political risks, investments, retention of talents, expansion of facilities and product price risk.

Pursuant to the Commemcement of CIR Process, the powers of the Board of Directors stands suspended and are exercised by the Resolution Professional, in accordance with the provisions of IBC Code, Accordingly the Audit Committee has not met after 28th May, 2018.

CORPORATE SOCIAL RESPONSIBILITY:

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

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 complex.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURT

In accordance with the applicable provisions of the IBC, the CIRP of the Company was initiated by SBI, one of the Financial Creditors of the Company. SBI's petition to initiate the CIRP was admitted by the NCLT on 26th June, 2018. Mr. Rajiv Chakraborty was appointed as the IRP to manage the affairs of the Company. Subsequently, Mr. Chakraborty was confirmed as the RP by the CoC. On appointment of the IRP/ RP, the powers of the Board of Directors of the Company were suspended. The RP invited expressions of interest and submission of a resolution plan in accordance with the provisions of the Code. Of the various resolution plans submitted, the CoC approved the resolution plan submitted by consortium of Carval and Nithia Capital ("CNC"). The RP submitted the CoC approved resolution plan to the NCLT on 7th May, 2019 for its approval.

STATUTORY COMPLIANCE:

The Company has complied with the various provisions of the Companies Act, 2013, the SEBI, (Listing Obligations & Disclosure Requirements) Regulations 2015. Certificates are obtained from units of the Company and the RP is informed of the same at every RP Convened Meeting.

MATERIAL EVENTS

The RP Convened Meeting for the First quarter was held on 31st July, 2019 where the quarterly results for quarter ended 30th June, 2019 was approved. The Total turnover for first quarter was Rs. 490.36 Crores, the loss was reported to `32.16 Crore. The RP Convened Meeting for the second quarter was held on 13th November, 2019 where the results were approved. The Total turnover for the quarter ended 30th September, 2019 was Rs. 424.66 Crores and the loss was reported to Rs. 58.64 Crores and Rs. 111.55 Crores after exceptional items.

INVESTOR SERVICES

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

GENERAL DISCLOSURES

i) The information required under section 197 (12) of the Companies Act. 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of Directors Report for the year ending 31st March, 2018 is prepared separately forming part of this Report. Having regard to the provisions of the first proviso to section 136 (1) of the Act and as provided in the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any members interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company's website.

ii) Your Directors states 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 :

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

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 nor the Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

Your Directors further 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.

GREEN INITIATIVES

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

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

SECRETARIAL STANDARDS

The Company has in place proper system to ensure the compliance with the provisions of applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

ACKNOWLEDGEMENT:

Your Directors wish to express their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers, Vendors and Members and Stakeholders during the year under review. Your Directors also wish to express their immense appreciation for the devotion, commitment and contribution made by the employees of the Company while discharging their duties.