Adhunik Metaliks Ltd Directors Report.

To the Members of Adhunik Metaliks Limited,

The 16th Annual Report and the Audited Financial Results of your Company for the financial year ended March 31, 2017 along with the report on the business and its operations is being presented hereunder:

Particulars

Standalone

Consolidated

2016-17 2015-16 2016-17 2015-16
(12 Months) (9 Months) (12 Months) (9 Months)
Revenue from operations 72,203.68 51,066.66 1,22,114.48 72,320.51
Other income 920.84 755.12 3,854.95 2,673.95
Revenue from operations (including other income) 73,124.52 51,821.78 1,25,969.43 74,994.46
Profit before Interest, Depreciation and Exceptional item -11,618.29 -7,487.64 -9,191.82 -11,505.27
Less: Finance Cost 30,223.18 19,776.25 58,539.34 39,050.19
Less: Depreciation 12,472.97 10,149.71 18,911.03 14,673.08
Profit/(loss) before Exceptional item -54,314.44 -37,413.60 -86,642.19 -65,228.54
Less : Exceptional items 21,766.28 5,113.45 52,874.95 6,812.43
Profit/(loss) before Tax -76,080.72 -42,527.05 -1,39,517.14 -72,040.97
Taxes 11,158.14 -2,530.21 8,623.85 -7,767.64
Net Profit/(loss) after tax but before minority interest -87,238.86 -39,996.84 -1,48,140.99 -64,273.33
Share of profit /(loss) of Minority Interest - - - -
Profit/(loss) for the year -87,238.86 -39,996.84 -1,48,140.99 -64,273.33

OPERATIONAL REVIEW

During the year under review, the Total Income from Operations (including other income) was 73,124.52 Lacs as compared to 51,821.78 Lacs in the previous year (9 months) on standalone basis. The Company posted a net loss after tax of (87,238.86) Lacs as compared to the net loss of (39,996.84) during the previous year.

DIVIDEND

No dividend was recommended during the year under review.

TRANSFER TO RESERVES

In view of losses incurred by the Company during the year, no amount has been transferred to the General Reserve for the financial year ended 31st March, 2017.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

FINANCIAL YEAR

The financial year of the Company is from 1st April, 2016 to 31st March, 2017.

DEPOSITS

Your Company did not accept any deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under. The Company does not hold any deposits from the public, shareholders and employees as on 31st March, 2017.

FINANCE

The Lenders of the Company had invoked Strategic Debt Restructuring (SDR) in the Company during the FY 2016-17. One of the basic conditions of SDR was to issue and transfer 51% stake equity to lenders. However, the shares could not be transferred to the lenders as the merger of Orissa Manganese & Minerals Limited with Adhunik Metaliks Limited is still pending at Honble Odisha High Court and the ultimate objectives sought to be achieved under SDR Mechanism couldnt be achieved during the financial year under review.

SCHEME OF AMALGAMATION

During the Financial year 2013-14, your Directors approved amalgamation of the Company with its wholly owned subsidiary i.e. Orissa Manganese & Minerals Limited. The Company has filed the confirmation Petition before the Honble High Court, Cuttack (Odisha) and the same is pending for approval at present. However, due to the ongoing insolvency resolution process initiated against the Company, the fate of the amalgamation shall depend upon the outcome of the resolution process.

SHARE CAPITAL

The Companys paid up equity share capital remained at Rs. 1,234,995,360 (Rupees One Hundred Twenty Three Crores Forty Nine Lacs Ninety Five Thousand Three Hundred Sixty only) comprising of 12,34,99,536 equity shares of 10 each. There was no change in the Companys paid up share capital during the year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Your Company has, subsequent to year end, transferred a sum of 1,43,619/- to Investor Education and Protection Fund, in compliance with the provisions of Section 124, 125 and other applicable provisions of the Companies Act, 2013.

The said amount represents dividend for the year 2008 -09 which remained unclaimed for a period of 7 years from its due date of payment.

SUBSIDIARY/ASSOCIATE COMPANY/JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS

Your companys wholly owned subsidiary namely, Orissa Manganese & Minerals Limited (OMML) operates Ghatkuri Iron ore mines in the state of Jharkhand and Patmunda in the state of Odisha. OMML operates an iron ore pellet plant at Kandra, Jharkhand. Your company has one another subsidiary Kolkata Glass & Ceramics Limited and has an associate company Adhunik Power & Natural Resources Limited. The company has a joint venture naming United Minerals.

The consolidated financial statements presented by the Company include financial information of its subsidiaries and Joint Venture prepared in compliance with applicable Accounting Standards.

A statement containing the salient features of the financial statement of the Companys subsidiaries/associate in the prescribed form AOC-1 pursuant to first proviso to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed separately to the financial statements as Annexure-A. The Annual Accounts of the subsidiary/associate companies will be made available to the shareholders as and when they demand and will also be kept for inspection by any investor at the registered office of the Company and these subsidiaries/associates. The Financial statements of the Company and its subsidiaries are also available on the website of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

MATERIAL CHANGES AFTER THE END OF THE FINANCIAL YEAR

A. Cessation of M/s Orissa Manganese & Minerals Limited as Wholly Owned Subsidiary of the company

The Board of Directors of Orissa Manganese & Minerals Limited (OMML) at their meeting held on 12th May, 2017 has issued and allotted 132110000 fully paid-up equity shares pursuant to conversion of 132110000, 0.01% Cumulative Compulsorily Convertible Non-Cumulative Preference shares and consequent to the said allotment the holding of Adhunik Metaliks Limited in OMML has reduced from 100% to 13.15%.

In view of the aforesaid allotment Orissa Manganese & Minerals Limited ceased to be a wholly owned subsidiary of Adhunik Metaliks Limited w.e.f. 12th May, 2017.

B. Initiation of Corporate Insolvency Resolution Process

The Honble NCLT, Kolkata Bench has vide its order dated 3rd August, 2017 has ordered initiation of insolvency resolution process in respect of the Company with effect from 3rd August, 2017. Further, pursuant to the said Order, Mr. Sumit Binani, having Registration Number IBBI/IPA-001/IP-N00005/2016-17/10025 has been appointed as the Interim Resolution Professional (IRP) from the date of the said order. As such, pursuant to the aforesaid order of the NCLT and in terms of the provisions of Section 17 of the Insolvency and Bankruptcy code, 2016, the powers of the Board of Directors of the Company stands suspended and is being exercised by the Insolvency Resolution Professional. Hence, post 3rd August, 2017, no meeting of the Board or its Committees shall be convened till the insolvency resolution process of the Company is on.

This initiation of CIRP is an effort to chalk out a durable and successful revival plan for the Company. The Resolution Professional shall also reach out to resolution applicants including the company and its promoters for puffing forward their resolution plans. The future business plans of the Company will be dependent on the outcome of the CIRP.

RELATED PARTY TRANSACTIONS

As informed to the Interim Resolution Professional by the Directors of the Company, during the year under review, all Related Party Transactions (RPTs) were on Arms Length basis and in the ordinary course of business and hence do not fall under the ambit of Section 188(1) of the Act. There was no material RPT entered into by the Company with Promoters, Directors, KMPs or other designated persons during FY 2016-17, except those reported in the financial statements.

In compliance with the provisions of the Act and the SEBI Regulation 2015, each RPT is placed before the AuditCommittee for approval. A prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are foreseen and repetitive in nature. The transactions, pursuant to the omnibus approval so granted, is audited and a detailed quarterly statement of all RPTs is placed before the Audit Committee for its review. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at the link www.adhunikgroup.com.

In view of the above, the disclosure required under the Act in Form AOC-2 is not applicable for FY 2016-17. It has been reported to the Interim Resolution Professional that none of the Directors or KMPs has any pecuniary relationships or transactions with the Company during FY 2016-17.

RISK MANAGEMENT

Board of Directors have formulated and implemented a risk management policy for the company. As informed to the Resolution Professional by the Directors, during the year under review, the Board has been addressing various risks impacting the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. Further, the Board and the Audit Committee of the Company periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.

INTERNAL CONTROL SYSTEM

As informed by the Directors to the Interim Resolution Professional:

Your Company has adequate system of internal control procedures commensurate with its size and the nature of its business. The internal control systems of the Company are monitored and evaluated by the Internal Auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors of the Company.

Your Company manages and monitors the various risks and uncertainties that can have adverse impact on the Companys Business. Your Company is giving major thrust in developing and strengthening its internal audit so that risk threat can be mitigated.

Internal control systems are integral to the Companys corporate governance policy. Some of the significant features of internal control systems include:

• Documenting of policies, guidelines, authorities and approval procedures, encompassing the Companys all primary functions.

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

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

• De-risking the Companys assets/resources and protecting them from any loss.

• Ensuring the accounting systems 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms with the Articles of Association of the Company, Mr. Jugal Kishore Agarwal (DIN: 00227460) who retires by rotation and being eligible offers himself for re-appointment. The Board has recommended his re-appointment.

The Company has received declarations from Mr. Nihar Ranjan Hota (DIN: 01173440), Mr. Amrendra Prasad Verma (DIN 00236108), Mr. Nandanandan Mishra (DIN: 00031342) and Mr. Gopal Dikshit (DIN: 00090579), Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Mr. Ramgopal Agarwala (DIN: 02054856), Independent Director of the Company stepped down from his position with effect from 14th day of September, 2016 owing to his health issues. Mr. Nirmal Kumar Agarwal, Managing Director and Mr. Sanjay Dey, Company Secretary continued to be the Key Managerial Personnel of the company during the financial year 2016-17 and there was a vacancy of Chief Financial Officer during the period under review.

Governance Guidelines:

As informed to the Interim Resolution Professional by the Directors of the Company, the Board of the Company has adopted Governance Guidelines on Board Effectiveness. The Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Director Term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director Remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees. Procedure for Nomination and Appointment of Directors:

As informed to the Interim Resolution Professional by the Directors of the Company, the Nomination and Remuneration Committee (NRC) is responsible for developing competency requirements for theBoard based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial conditions and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment orre- appointment is required. The Committee is also responsible for reviewing and veffing the CVs of potential candidates visa-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director:

As informed to the Interim Resolution Professional by the Directors of the Company, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

Independence: In accordance with the above criteria, a Director will be considered as an Independent Director if he/ she meets with the criteria for Independent Director as laid down in the Act and Regulation 16(1)(b) of the Listing Regulations. Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience,knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the NRC considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the Code for Independent Directors as outlined in Schedule IV to the Act.

BOARD EVALUATION

As informed to the Interim Resolution Professional by the Directors of the Company, the Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the Board Committees, in due

compliance with the provisions of the Companies Act, 2013 and the Listing Regulations. The performance evaluation of the Independent Directors was carried by the entire Board and the performance evaluation of the Chairman and Non - Independent Directors was carried out by the Independent Directors.

The Board evaluation was carried out in accordance with the criteria laid down in the Nomination and Remuneration policy of the Company.

REMUNERATION POLICY

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and the Listing Regulations. The Remuneration Policy is attached as Annexure-B. BOARD MEETINGS

The Board met 5 (five) times during the year on 26th May, 2016, 2nd September, 2016, 14th September, 2016, 14th December, 2016 and 13th February, 2017 and the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Further, the Independent Directors at their meeting, reviewed the performance of the Board, Chairman of the Board and of Non Independent Directors, as required under the Act and the SEBI (LODR) Regulations, 2015.

AUDIT COMMITTEE

The Audit committee comprises of four (4) members of which three (3) members are independent including Chairman. Mr. Nandanandan Mishra is the Chairman of the Audit Committee. The members of the Committee possess adequate knowledge of Accounts, Audit and Finance. The composition of the Audit Committee meets the requirements as per Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015 and is detailed in the Corporate Governance Report forming part of this Annual Report. All recommendations made by the Audit committee were accepted by the Board during FY 2016-17.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of three (3) members of who all are independent including Chairman. Mr. Nihar Ranjan Hota is the Chairman of the Nomination and Remuneration Committee. The composition of the Nomination and Remuneration Committee meets the requirements as per Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015 and is detailed in the Corporate Governance Report forming part of this Annual Report. All recommendations made by the Nomination and Remuneration Committee were accepted by the Board during FY 2016-17.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, the Directors have confirmed to the Resolution Professional the following in respect of the year under review:-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 at the end of the financial year and of the profit and loss of the company for that period;

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;

e) The Directors had laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively;

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.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Corporate Social Responsibility (CSR) is an integral part of our Sustainability Model. The corporate social responsibilitypolicy recommended by the Corporate Social Responsibility Committee had been approved by the Board of

Directors on 14th May, 2014. The CSR policy is also available on the website of the Company at www.adhunikgroup.com. The Board has constituted a Corporate Social Responsibility Committee headed by Mr. Nirmal Kumar Agarwal as Chairman, with Mr. Ghanshyam Das Agarwal and Mr. Nandanadan Mishra as Members. The Company has adopted a Corporate Social Responsibility (CSR) Policy incompliance with the provisions of the Act.

Since your Companys last three financial years average net profit was negative, the compliance requirement of spending 2% for CSR initiative was not needed for 2016-17. A brief outline on CSR is attached as Annexure-C.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE 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 thereunder.

The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted Internal Committee to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2016-17.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS / COURTS ETC.

As informed to the Interim Resolution Professional by the Directors of the Company, there were no significant and material orders passed by the Regulators / Courts / Tribunals impacting the going concern status and companys operations in future.

There were also no material changes and commitments occurred after the closure of the year till the date of this report, which affect the financial position of the company.

DISCLOSURE REGARDING RECEIPT OF COMMISSION BY DIRECTOR

As informed to the Interim Resolution Professional by the Directors of the Company, during the year under review, none of the Directors has received any commission from holding / subsidiary Company.

AUDITORS & AUDITORs REPORT

M/s. Das & Prasad, Chartered Accountants, having registration number FRN 303054E allotted by The Institute of Chartered Accountants of India (ICAI) retires as Auditor of your Company at the ensuing Annual General Meeting (AGM) and have confirmed their eligibility and willingness to accept the office of Auditors, if re-appointed. Pursuant to section 139 of the Companies Act, 2013 and rules framed thereunder, it is proposed to appoint M/s. Das & Prasad, Chartered Accountants (Firm Registration No. 303054E) as Statutory Auditors of the Company for the term of 5 years from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Annual General Meeting to be held for F.Y. 2021-22.

The response of the Directors of the Company obtained by the Resolution Professional with respect to the observations of auditor is as follows:

The observations of the Auditors are duly dealt in Notes to Accounts attached to Balance Sheet and are self-explanatory in nature and do not call for any further comments.

INTERNAL AUDITORS

In terms of the provisions of Section 138 of the Companies Act, 2013, M/s Sudhir Kumar Jain & Associates, Independent Chartered Accountants of Moon House, 5th Floor, Suit 31, 21, Ganesh Chandra Avenue, Kolkata- 700013 having Firm Registration No. 318016E were appointed as Internal Auditors of the Company for the financial year 2016-17. The Audit Committee in consultation with the Internal Auditors formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. The Audit Committee, interalia, reviews the Internal Audit Report.

COST AUDITORS

In respect of financial year ended 31st March, 2017, your Company has appointed M/s. S.B. & Associates, Cost Accountants having Firm Registration No. 00109 as Cost Auditor of the Company w.e.f. 1st April, 2016 to 31st March, 2017 to carry out audit of cost records of the Company in compliance with the requirements of section 148 and all other applicable provisions of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force).

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. Rupanjana De & Co., Practicing Company Secretary having Firm Registration No. S2015WB322300 to undertake the Secretarial Audit of the Company for the year ended 31st March, 2017. The report has no major observations by the auditor except some of the recommendations for ensuring good corporate governance and it requires no further comments by the board except some of the action to be taken in this regard. The Secretarial Audit Report is annexed as Annexure - D herewith and forms part of this report.

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

Details of energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report as Annexure - E.

CORPORATE GOVERNANCE

The Company adheres to the stipulations prescribed under the prescribed Regulation of SEBI (LODR) Regulations, 2015. A details report on Corporate Governance & Shareholder Information together with the Practising Company Secretary Certificate thereon is annexed as part of this Annual Report.

DIRECTORS APPOINTMENT & REMUNERATION POLICY

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure F.

The information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company.

None of the employees listed in the said Annexure is related to any Director of the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT -9 (Annexure - G) as per provisions of the Companies Act, 2013 and rules framed thereunder are annexed to this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed analysis of the Industry and Company Outlook, Companys operations, project review, risk management, strategic initiatives and financial review & analysis as stipulated under the Listing Regulation as prepared and signed by the chairman is presented under a separate section titled "Management Discussion and Analysis" forming part of the Annual Report.

Approved by: ForAdhunik Metaliks Limited
Sumit Binani
Interim Resolution Professional Ghanshyam Das Agarwal
Place: Kolkata Chairman
Date: 24th August, 2017 DIN-00507800

Annexure A to the Report u/s 134 of the Companies Act, 2013

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures

Part A Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

1. Sl. No. 1
2. Name of the subsidiary : - Orissa Manganese & Minerals Limited.
3. The date since when subsidiary was acquired :- 06/04/2007
4. Reporting period for the subsidiary concerned, if different from the holding companys reporting period. : - 2016-17.
5. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries :- (INR)
6. Share capital :- Rs. 20,00,00,000 (Equity)
Rs. 1,32,11,00,000 (Preference)
7. Reserves and surplus :- Rs. (4,56,06,93,774)
8. Total assets :- Rs. 25,34,06,50,914
9. Total Liabilities :- Rs. 28,38,02,44,688
10. Investments :- Rs. 5,22,65,02,423
11. Turnover :- Rs. 5,00,12,93,000
12. Profit before taxation :- Rs. (6,34,54,60,835)
13. Provision for taxation (Deferred Taxes) :- Rs. (25,34,85,000)
14. Profit after taxation :- Rs. (6,09,19,75,835)
15. Proposed Dividend :- Nil
16. Extent of shareholding (in percentage) :- 100 %
1) Sl. No. 2
2) Name of the subsidiary : - Kolkata Glass and Ceramics Private Ltd.
3) The date since when subsidiary was acquired :- 14/07/2015
4) Reporting period for the subsidiary concerned, if different from the holding companys reporting period : - 2016-17
5) Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries :- Same (INR)
6) Share capital : - Rs. 1,00,000
7) Reserves and surplus : - Rs. 1,67,556
8) Total assets : - Rs. 41,94,941
9) Total Liabilities : - Rs. 39,27,385
10) Investments : - Nil
11) Turnover:- Nil
12) Profit before taxation : - Rs. 1,78,024
13) Provision for taxation :- Rs. 55,009
14) Profit after taxation : - Rs. 1,23,015
15) Proposed Dividend :- Nil
16) Extent of shareholding (in percentage) :- 60 %

Part B Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Sl. No. Name of Associates or Joint Ventures Adhunik Power and Natural Resource Ltd. (Associate) United Minerals (Joint Venture)
1. Latest audited Balance Sheet Date 31/03/2016 31/03/2017
2. Date on which the Associate or Joint Venture was associated or acquired 01/04/2014 09/09/2006
3. Shares of Associate or Joint Ventures held by the company on the year end
No. 42,00,000 N.A
Amount of Investment in Associates or Joint Venture Rs. 10,00,02,000 7,25,000
Extent of Holding (in percentage) 0.82 % (Equity) 50 %
4. Description of how there is significant influence Common Directors Common Directors
5. Reason why the associate/joint venture is not consolidated Unavailability of audited accounts for the F.Y-2016-17. N.A
6. Net worth attributable to shareholding as per latest audited Balance Sheet Rs. (16,03,248) Rs. 10,68,832
7. Profit or Loss for the year Rs. (4,06,99,36,000) Rs. (1,05,429)
i. Considered in Consolidation Nil Rs. (52,715)
ii. Not Considered in Consolidation Nil Rs. (52,715)

 

Ghanshyam Das Agarwal Nirmal Kumar Agarwal
Chairman Managing Director
DIN-00507800 DIN-00605669
Date : 26th May, 2017 Pankaj Kumar Choubey Vikash Jha
Place : Kolkata Company Secretary Chief Financial Officer

Annexure B to the Report u/s 134 of the Companies Act, 2013

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Remuneration Policy of Adhunik Metaliks Ltd (the "Company") is designed to attract, motivate and retain manpower in a competitive and international market. The policy reflects the Companys objectives for good corporate governance as well as sustained long-term value creation for shareholders.

The Remuneration Policy applies to the Companys senior management, including its Key Managerial Person and Board of Directors.

Guiding principles-

The guiding principle is that the remuneration and the other terms of employment shall be competitive in order to ensure that the Company can attract and retain competent Executives.

- The remuneration policy for executives reflects the overriding remuneration philosophy and principles of the Adhunik Group. When determining the remuneration policy and arrangements for Executive Directors/ KMPs, the Remuneration Committee considers pay and employment conditions with peers / elsewhere in the competitive market to ensure that pay structures are appropriately aligned and that levels of remuneration remain appropriate in this context.

- The Committee while designing the remuneration package considers the level and composition of remuneration to be reasonable and sufficient to attract, retain and motivate the person to ensure the quality required to run the company successfully.

- The Remuneration Committee while considering a remuneration package must ensure a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

- The Committee considers that a successful remuneration policy must ensure that a significant part of the remuneration package is linked to the achievement of corporate performance targets and a strong alignment of interest with stakeholders.

Reward principles and objectives

Our remuneration policy is guided by a common reward framework and set of principles and objectives as morefully and particularly envisaged under section 178 of the Companies Act 2013, interalia principles pertaining to determining qualifications, positives attributes, integrity and independence etc.

Reward policies

Attract and retain: Remuneration packages are designed to attract high-calibre executives in a competitive global market and remunerate executives fairly and responsibly. The remuneration shall be competitive and based on the individual responsibilities and performance.

Motivate and reward: Remuneration is designed to motivate delivery of our key business strategies, create a strong performance-orientated environment and reward achievement of meaningful targets over the short- and long-term.

The principal terms of non-monetary benefits: The Executives will be entitled to customary non-monetary benefits such as company cars and company health care, telephone etc. In addition thereto in individual cases company housing and other benefits may also be offered.

Executive Remuneration - Board of Management

Executive remuneration is proposed by the Committee and subsequently approved by the Board of Directors. Executive remuneration is evaluated annually against performance and a benchmark of international companies, which in size and complexity are similar to Adhunik. Benchmark information is obtained from internationally recognized compensation service consultancies. In determining packages of remuneration, the Committee may consults with the Chairman/ Managing Director as appropriate Total remuneration shall be comprised as follows:

- A fixed base salary, set at a level aimed at attracting and retaining executives with professional and personal competences required to drive the Companys performance.

- Short-term incentives, based on the achievement of a number of individual, pre-defined financial and strategic business targets recommended by the Committee and approved by the Board of Directors and can under normal circumstances not exceed 25% of the fixed base salary.

- Long-term incentives in the form of stock options, promoting a balance between short-term achievements and longterm thinking. However the Directors should not participate in the stock options.

- Pension contributions, made in accordance with applicable laws and employment agreements.

- Severance payments in accordance with termination clauses in employment agreements. Severance payments shall comply with local legal framework.

Disclosure of information

Information on the total remuneration of members of the Companys Board of Directors, Executive Board of Management and senior management may be disclosed in the Companys annual financial statements. This includes any deferred payments and extraordinary contracts during the preceding financial year.

Approval of the Remuneration Policy

This Remuneration Policy shall apply to all future employment agreements with members of Companys Senior Management including Key Managerial Person and Board of Directors.

The Remuneration Policy is binding for the Board of Directors including its provisions on stock options. In other respects, the Remuneration Policy shall be of guidance for the Board. Any departure from the policy shall be recorded and reasoned in the Boards minutes.

Annexure C to the Report u/s 134 of the Companies Act, 2013

REPORT ON CSR ACTIVITIES DURING F.Y 2016-17 [Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate SocialResponsibility) Rules, 2014]

1. A brief outline of the Companys CSR policy including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes-

An aspiration to create meaningful societal value is manifest in Adhunik Metaliks Ltd. strategy to enhance the competitiveness of value chains of which it is a part. It is therefore a conscious strategy to design and implement CSR programmes in the context of Adhunik Metaliks Ltd. businesses, by enriching value chains that encompass the most disadvantaged sections of society, especially those residing in rural India, through economic empowerment based on grass-root capacity building. As an Indian enterprise, Adhunik Metaliks Ltd. believes that such an approach can unleash strong drivers of growth to make it more inclusive and equitable for the most marginalized sections of society, through the creation of sustainable livelihood, preventive health care, provisioning of safe drinking water and women empowerment.

Adhunik Metaliks Ltd. is vigilant in its enforcement towards corporate principles and is committed towards sustainable development and inclusive growth. The company constantly strives to ensure strong corporate culture which emphasizes on integrating CSR values with business objective and is committed towards aligning with nature and shall always adopt eco-friendly practices.

We, at Adhunik Metaliks Ltd., strive to conduct our business operations in socially responsible, ethical and transparent manner to demonstrate commitment to respect the interest of, and be responsive towards all stakeholders, including shareholders, employees, customers, suppliers, project affected people, society at large etc. and create value for all of them. We shall develop such mechanism to actively engage with all stakeholders, inform them of inherent risks and mitigate them wherever occur.

The Company has framed its CSR Policy in compliance with the provisions of the Companies Act, 2013 and the same is placed on the Companyswebsite at the Weblink: http://www.adhunikgroup.com/CSR%20Policv.pdf.

2. The Composition of the CSR Committee

a. Mr. Nirmal Kumar Agarwal, Chairman

b. Mr. Ghanshyam Das Agarwal, Member

c. Mr. Ramgopal Agarwala, Member (till 14.09.2016)

c. Mr. Amrendra Prasad Verma, Member (w.e.f. 14.09.2016)

3. Average net profit (PBT) of the Company for the last three financial years:Nil

4. The prescribed CSR expenditure at 2% of above: Nil

5. Details of CSR spent during the financial year.

a) Total amount to be spent for the financial year: Nil

b) Amount unspent, if any: Nil

c) Manner in which the amount spent during the financial year 2016-17- N.A.

6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board report.

The company has incurred regular losses during the preceding three financial years. Hence, the company is not eligible to spend any amount towards CSR initiatives.

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

The implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

Ghanshyam Das Agarwal Nirmal Kumar Agarwal
Member Chairman- CSR Committee
DIN-00507800

Annexure E to the Report u/s 134 of the Companies Act, 2013

[Pursuant to Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014]

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

Information in Accordance with the Provisions of Section 134(3) (M) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo;

A. CONSERVATION OF ENERGY

(i) the steps taken or impact on conservation of energy;

A) Electrical energy saving in arc furnace by using oxygen lancing through multiport nozzle Cost savings by replacement of electrical energy & less refractory consumption along with high production. This multiport (4 hole) lance will improve the oxygen penetration in the liquid bath to achieve faster desired quality in liquid metal.

B) Carbon enrichment in the flue gas through recirculation in DRI Kilns

At present 5 nos. of Waste Heat Recovery Boilers (WHRB) of capacity 10 TPH each are present in AML, which are used to generate high pressure steam and finally used to generate power at CPP. The main energy input to these WHRBs is waste hot gas (having temperature of more than 950C) of 5 nos. of 100 TPD Sponge Iron Kiln Units. After inject waste carbon dust from cooler discharge points in to After Burning Chamber (ABC) of kilns to increase the flue gas temperature and gas volume thereby increasing the steam generation from WHRB.

(ii) the steps taken by the company for utilising alternate sources of energy;

During study of Energy conservation following steps have been taken

A) Electrical energy saving in arc furnace by oxygen lancing : Implemented

B) Inject waste carbon dust from cooler discharge points in to After Burning Chamber (ABC) of kilns to increase the flue gas temperature and gas volume : Implemented in Kiln #2, procurement work under progress for rest 4 nos. kiln

C) Improvement of vacuum for condenser of TG-2 and reduction of specific steam consumption & coal consumption of CFBC Boiler. : Under planning stage

D) Waste Recovery from Flue Gas After Hot Stove & Preheating of Combustion Air & Blast Furnace Gas for Blast Furnace Gas Saving : Under planning stage

E) The condition of sealing at different location of sinter plant was not proper, leading to increase of air leakage & dust leakage substantially. Hence, significant amount of electrical energy can be saved & productivity can be improved. Engineering and design work are under progress to arresting such air leakage & dust leakage from sinter plant. : Under planning stage

(iii) The capital investment on energy conservation equipments-Since, the company is suffering from a very high liquidity crunch and was unable to make capital investments.

B. TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption;

(A) FAD

• Installation of ladle trolley to enhance metal recovery by reducing contaminated metal generation from long runner. : The hot material is tapped from the furnace intermittently. When enough smelted ferrochrome has accumulated in the hearth of the furnace, the tap hole is drilled open and the molten metal and slag are rushed down to a metal and slag ladles through long runners. There is less material recovered because of jamming and runner skull contamination in metal. After installation of ladle trolley we had reduced length of runner resulting reduction in contaminated metal and metal yield has been increased.

• Introducing Circular pan to enhance metallic yield instead of rectangular mould casting: In rectangular mould casting the slag separation from metal is done by skimmer block arrangement which is not suitable for proper separation of slag resulting yield loss.

(B) SMS

• Installation of Tundish tilting arrangement for CCM# 1

We have converted CCM# 1 tundish from Board to Spray. The advantages of using Spray tundish over Board tundish are listed below:

As the tundish capacity is more, we get more retention time of liquid steel in tundish which enables the floatation of inclusions & thus improves quality.

We get more time for sequence change over as tundish capacity is more.

No risk of tundish rejection in case of long preheating times due to upstream delays.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution; CHP

Truck tippler & magnetic separation system

After installation of truck tippler & magnetic separation system at coal handling plant (CHP), we have been utilizing more quantity of charcoal and reduced coal handling cost.

(iii) The expenditure incurred on Research and Development - Since, the company is suffering from a very high liquidity crunch and was unable to make capital investments.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Activities relating to exports, initiatives taken to increase exports; development of new export markets for products and services; and export plans;

Total foreign exchange used and earned 2016-17 2015-16
( in Lakhs) ( in Lakhs)
- Foreign exchange earnings 12,622.75 8,409.85
- Foreign exchange outgo 274.71 626.87

Annexure F to the Report u/s 134 of the Companies Act, 2013

[Pursuant to Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

1. The ratio of the remuneration of each Director/KMP to the median remuneration of the Employees of the Company for the financial year 2016-17:

S. No. Name of Directors Ratio of remuneration to median remuneration of all employees
Executive Director
1. Mr. Nirmal Kumar Agarwal, Managing Director N.A
Non -executive Directors
2 Mr. Jugal Kishore Agarwal N.A
3 Mr. Ghanshyam Das Agarwal, Chairman N.A
4 Mr. Mohan Lal Agarwal N.A
Independent Directors
5 Mr. NiharRanianHota N.A
6 Mr. .Nandanandan Mishra N.A
7 Mr. Amrendra Prasad Verma N.A
8 Mr. Gopal Dikshit N.A
Nominee Director
9 Smt. Uttara Dasgupta N.A
Company Secretary
10 Mr. Saniay Dey 40.08:1

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary, or Manager, if any, in the financial year 2016-17:

S. No. Name of Directors % increase in remuneration in the Financial Year 2016-17
Executive Director
1. Mr. Nirmal Kumar Agarwal, Managing Director N.A
Non -executive Directors
2 Mr. Jugal Kishore Agarwal N.A
3 Mr. Ghanshyam Das Agarwal, Chairman N.A
4 Mr. Mohan Lal Agarwal N.A
Independent Directors
5 Mr. NiharRanianHota N.A
6 Mr. Nandanandan Mishra N.A
7 Mr. Amrendra Prasad Verma N.A
8 Mr. Gopal Dikshit N.A
Nominee Director
9 Smt. Uttara Dasgupta N.A
Company Secretary
10 Sri Saniay Dey 40

3. The percentage increase in the median remuneration of employees in the financial year: Nil

4. The number of permanent employees on the rolls of the Company: 1270

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Nil

6. Affirmation that the remuneration is as per the Remuneration Policy of the Company:

It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees, adopted by the Company.

Notes-

1. The Managing Director was having remuneration of Rs. 1/- per month during the financial year 2015-16 and it was increased by the board during the financial year under review upto Rs. 2 Lacs per month but he waived it due to the financial condition of the company.

2. Non-executive directors have not been paid any remuneration during the financial year under review and Independent directors have been paid siffing fee which has not been considered in above calculation.

For Adhunik Metaliks Limited
Ghanshyam Das Agarwal
Place: Kolkata Chairman
Date: 24th August, 2017 DIN - 00507800

INFORMATION AS PER RULE 5(2) OF THE (COMPANIES APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONS) RULES, 2014 AND FORMING PART OF THE REPORT U/S 134 OF THE COMPANIES ACT, 2013 FOR THE YEAR ENDED 31ST MARCH, 2017

SI. No. Name Designation / Nature of duties Gross Remuneration received Net Remuneration Qualifications Experience (Years) Date of commencement of emolovment Age (Years) Particulars of last employment/ employer and position held
1 2 3 4 5 6 7 8 9 10 1
A. Top ten employees in terms of remuneration drawn during the year, including those employed throughout the year and in receipt of remuneration aggregating not less than Rs. 1,02,00,000/- for the year ended 31st March, 2017.
1 Sanjay Dey Group Head - Finance &CS 97,14,437 70,66,222 B.Com., ACS 17 12-02-2015 44 Jindal Steel & Power (Mauritius) Limited - Business Head
2 Sanjay Pratap President 86,78,400 62,17,853 BA, LLB 26 01-11-2009 51 Bhusan Steel & Strips Limited Dv.GM
3 Nilotpal Roy President 45,77,598 33,91,759 M.Tech. - Chemical 46 09-12-2014 69 Monnet lspat& Energy Limited Executive Director
4 Vineet Goel General Manager - Marketing 43,61,834 31,99,605 B.Tech. - Mechanical 11 28-04-2006 35 Business
5 Netra Nanda Thatoi President & COO 38,69,928 24,98,183 AMIE - Mechanical 19 01-06-2004 52 OMML- Sr.V.C
6 Rajendra Rathod Vice President-HR,IR& Admin. 24,70,365 18,04,439 M.A (PM & IR) 31 01-06-2015 55 LLOYDS Metals & Engineers Ltd - CEO
7 Ashok Kumar Rai General Manager - Commercial 23,09,659 19,05,721 ICWA (Inter) 9 01-10-2002 45 JSIS Iron & Steel India Pvt Ltd as Sr.Accounts Officer
8 Sumit Mittal Sr. Dy. General Manager -Marketing (North Zone) 21,17,244 13,64,905 B.Com., MBA 10 01-12-2008 36 Family Business
9 V.Mahesh Kumar Jain Senior General Manager -SMS 18,94,278 15,19,646 B.Tech. - Metallurgy 18 01-02-2014 51 Raipur Alloys Steel Limited
10 Rabi Narayan Pradhan General Manager- Railway & Mining 18,79,392 14,86,033 I.Arts 9 26-11-2015 44 Jagannath Alloys Pvt Ltd - Pa to Director

B. Employed for part of the year and in receipt of remuneration aggregating not less than Rs. 8,50,000/- per month- No such case.

Notes:

1. Gross remuneration received includes salary, allowances, leave travel expenses, medical benefits in accordance with Companys rules, Companys contribution to provident and superannuation funds, monetary value of the perquisites calculated in accordance with the Income Tax Act, 1961 and the Rules made thereunder but excludes contribution to Gratuity Fund.

2. Net remuneration is gross remuneration less taxes, contribution to provident and superannuation funds and value of perquisites.

3. The employees have adequate experience to discharge responsibilities assigned to them.

4. None of the employees are relatives of the Directors of the Company.

5. The nature of employment is permanent.

For Adhunik Metaliks Limited
Ghanshyam Das Agarwal
Place: Kolkata Chairman
Date: 24th August, 2017 DIN- 00507800