Aditya Ispat Ltd Directors Report.

To

The Members of Aditya Ispat Limited, Hyderabad

Your Directors take pleasure in presenting the Twenty Eighth Annual Report on the affairs of the Company for the financial year ended 31st March, 2019 together with the Audited Financial Statements and Report of the Auditors thereon.

1. FINANCIAL RESULTS:

The overall performance of the Company for the financial year 2018-19 is summarized as under:

S.No Particulars 2018-19 2017-18
1 Sales ( Gross) 3962.44 2945.94
Less : Excise Duty 0.00 46.84
Sales ( Net) 3962.44 2899.10
2 Other Income 6.83 7.28
Total Revenue 3969.28 2906.38
3 Profit before Interest, Depreciation, & taxation 224.40 217.25
4 Interest/Financial Charges 121.26 123.86
5 Depreciation 43.26 40.68
6 Profit before tax 59.88 52.70
Less: Provision for current tax 11.23 13.65
Less : Provision for Deferred Tax 4.91 (9.05)
7 Net Profit(loss) after tax 43.74 48.10
8 Other Comprehensive Income (Net of Tax) (2.17) (0.46)
9 Total Comprehensive Income for the period (Comprising profit (Loss) and Other Comprehensive Income for the period) 41.57 47.64
Add: Balance from previous year 315.64 268.00
Surplus carried to Balance Sheet 357.21 315.64

2. DIVIDEND & TRANSFER TO RESERVE:

The Board has not recommended any dividend during the year under consideration to augment resources for future growth of the company and it has also not transferred any amount to reserves.

3. SUBSIDIARIES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Associate Company.

4. OPERATIONS AND THE STATE OF AFFAIRS OF THE COMPANY

During the year 2018-19, the Company has posted a net turnover of Rs.3962.44 lakhs higher by 34.51% over last year (Rs. 2899.10 lakhs in the F.Y. 2017-18). The additional quantities were being sold by meeting the increased demand to existing customer and addition of new geographies. The net profit before tax has increased to Rs.59.88 lakhs compared to previous years profit of Rs 52.70 Lakhs.

5. FUTURE OUTLOOK:

According to the World Steel Association (‘WSA), global crude steel production reached 1,808.6 MnT in 2018, an increase of 4.6% over 2017. This increase is primarily due to growth in steel consumption in infrastructure, automotive, manufacturing and equipment sectors. China continued to be the worlds largest crude steel producer, contributing to 51.3% of the global crude steel production. Crude steel production in India, increased to 106.5 MnT. Indias crude steel production increased by 4.9% over the previous year, making India the second largest crude steel producing country.

Despite slowdown in the economy, global steel demand increased by 2.1% in 2018. The marginal increase over 2017 was mainly supported by government stimulus in China and better than expected economic activity. However, steel demand in developed economies slowed to 1.8% in 2018 as compared to 3.1% in 2017.

As per WSA, global steel demand is forecasted to reach 1,735 MnT in 2019, an increase of 1.3% over 2018. In 2020, global steel demand is expected to reach 1,752 MnT, reflecting an increase of 1%. Although steel demand is expected to grow, the rate of growth will be lower owing to slowdown in global economy. Further, Chinas deceleration, uncertainty surrounding trade policies and the political situation in many regions suggest a possible moderation in business confidence and investment.

China plans for a major structural overhaul of the steel sector by 2020. Further, it plans to reduce the steel output which would ease the uneven supply-demand situation in the sector, modernise the steel mills to achieve energy consumption and pollutant emissions within the nation standard by 2020. Steel demand in developing Asia excluding China is expected to grow by 6.5% and 6.4% in 2019 and 2020 respectively, making it the fastest growing region in the global steel industry. In the ASEAN region, infrastructure development is expected to support demand for steel. Steel demand in advanced economies is expected to grow at a slower pace owing to trade tensions and lower spend on construction activities.

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 boosted by government spending on infrastructure. The automotive sector is expected to grow at about 7.5% in 2019 which is lower than that of 2018 as sales slowed towards the end of 2018 and early 2019. Policy to support real estate sector will lead to stronger growth in 2019. Recovery in the capital goods sector witnessed in 2018 is expected to sustain in 2019. The sector is expected to grow above 7% aided by increasing demand for construction and earthmoving equipment.

Industry consolidation through the Insolvency and Bankruptcy Code, 2016, is expected to lead to improved discipline in the marketplace and stable pricing. Change of ownership will also lead to improved capacity utilisation levels over the next 1-2 years

6. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required by the Listing Regulation is annexed herein by reference and forms an integral part of this annual report.

7. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Self certification exercise is also conducted by which senior management certifies effectiveness of the internal control system of the Company. Internal Audit is conducted throughout the organization by qualified outside Internal Auditors. Findings of the Internal Audit report are reviewed by the top management and by the Audit Committee of the Board and proper follow up action are ensured wherever required. The Statutory Auditors have evaluated the system of the internal controls of the Company and have reported that the same are adequate and commensurate with the size of the Company and nature of its business.

8. CHANGE IN THE NATURE OF BUSINESS

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

9. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR.

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

11. DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2018-19.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm:

i. That the accounting standards to the extent applicable to the Company have been followed in the preparation of the annual accounts and there are no material departures;

ii. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

iii. That 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 your company and for preventing and detecting fraud and other irregularities;

iv. That the annual financial statements have been prepared on a going concern basis;

v. That proper internal financial controls were laid down and that such internal financial controls were adequate and were operating effectively;

vi. That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and were operating effectively.

12. STATUTORYAUDITORSAND AUDIT REPORT:

M/s DCM & Co., Chartered Accountants, were appointed as Auditors of the Company for tenure of five years i.e. from the conclusion of 26th Annual General Meeting till the conclusion of the 31st Annual General Meeting of the Company. The Auditors have confirmed their eligibility and qualification under Section 141 of Companies Act 2013. As regards the comments in the Auditors Report, the relevant notes in the Accounts are self-explanatory and may be treated as information/ explanation submitted by the Board as contemplated under provisions of the Companies Act, 2013.

13. COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Amendment Rules, 2014 the Company was not covered for the cost audit and consequently the Company had not appointed Cost Auditor for the financial year 2018-19.

14. SECRETARIALAUDIT:

In compliance with the provisions of Section 204 and other applicable provisions of Companies Act, 2013, a secretarial audit was conducted during the year by Secretarial Auditors, M/s A J Sharma & Associates. The Secretarial Auditors Report is attached as annexure and form part of this report. There are no qualifications or observations or remarks made by the Secretarial Auditors in their Audit Report.

Internal Auditors

The board has appointed M/s R Bengani and Associates, Chartered Accountant (FRN014542S) as an Internal Auditors of the Company for the period of Five Years From FY 2019-20 to FY 2023-24 in the meeting of Board of Directors dated May 30, 2019.

15. DETAILS OF THE BOARD AND ITS MEETING BOARD OF DIRECTORS:

The Board of Directors (the Board) is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders. We believe that an active, well-informed and independent Board is necessary to ensure the highest standards of corporate governance. The Board formulates strategies, regularly reviews the performance of the Company and ensures that the targeted objectives are met on a consistent basis.

Composition of the Board:

As on 14th August, 2019, the Board of Directors consists of Seven Directors out of which five Directors are non-executive Directors including a woman Director and an additional Director. The composition of the Board satisfies the requirement of Sec 149 of the Companies Act,2013 ("the Act") the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. None of the Directors on the Board is a member of more than 10 committees or act as a chairman of more than 5 committees across all companies in which he/she is director. All the Directors are eminent professional with experience in Business, Industry, Finance and Law and of which three are Independent Directors.

Board Meetings:

The Board of Directors met Five (5) times during the financial year 2018-19. The Meetings was held on 30th May,2018,14th August,2018,15th October,2018,14th November,2018 and 14th February,2019. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Directors Attendance:

Name of the Director Board Meetings Annual General Meeting
Mr.S.B Chachan 5 1
Mr. Sanajay Solanki 5 1
Mr. Swamy S.B Das 5 1
Mr. H.M Dugar 5 -
Mrs. Usha Chachan 5 1
Mr. S.K.Kabra 5 1

*Mr S K Chirania is appointed as an Additional Director at the Board Meeting held on 14th August,2019. As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors without the attendance of Non- Independent Directors was held on February 14, 2019 to discuss the agenda items as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 The Independent Directors reviewed the performance of non independent directors and the Board as whole , reviewed the performance of the Chairperson of the Company taking into account the views of executive and non executive directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

16. AUDIT COMMITTEE:

The audit committee of the board of directors of the Company consists of Mr Sanjay Solanki (Chairman), Mr Swamy S B Das and Mr H M Dugar. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to monitor and provide effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.The Committee met four times during the year as on 30th May,2018,14th August,2018, ,14th November,2018 and 14th February,2019

The composition of the Committee and the attendance details of the members are given below:

Name of the Director Designation No. of Meetings attended
Mr. Sanjay Solanki Chairman 4
Mr. Swamy S.B Das Member 4
Mr. H.M Dugar Member 4

Mrs Jyoti Kabra Singi is the Secretary of the Committee.Mr Mahendra N Soni, Company Secretary has resigned from the Company w.e.f 1st October, 2018.and the Board at its meeting held on 15th October, 2018 has approved the appointment of Mrs Jyoti Kabra Singi with effect from 15th October,2018.

17. STAKE HOLDERS RELATIONSHIP COMMITTEE

The Company has a Stake Holders Relationship Committee for reviewing Shareholders/Investors complaints. This helps improve our strategy development and decision making. We are working towards delivering on stakeholder needs, interests and expectations.The company has constituted three members Stakeholders Relationship Committee of the Board of Directors under the Chairmanship of a Non-Executive Independent Director. The Board of Directors has delegated power of approving transfer/transmission of shares to the Committee.

The Stakeholders Relationship Committee which was constituted has met 5 times during the year ended 31st March,2019 on the following dates: 30th May,2018,14th August,2018,15th October,2018,14th November,2018 and 14th February,2019. The composition of the Committee and the attendance details of the members are given below:

Director Designation No of meetings Attended
Mr.Swamy S.B Das Chairman 5
Mr. H.M Dugar Member 5
Mr. Sanjay Solanki Member 5

Mrs Jyoti Kabra Singi is the Compliance Officer of the Committee.Mr Mahendra N Soni, Company Secretary has resigned from the Company w.e.f 1st October, 2018.and the Board at its meeting held on 15th October, 2018 has approved the appointment of Mrs Jyoti Kabra Singi with effect from 15th October,2018.

18. NOMINATIONAND REMUNERATION COMMITTEE:

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

The detail of terms of reference of this Committee, number and dates of meetings held attendance of the directors and remunerations paid to them are given below: The Nomination and Remuneration Committee of the Board of Directors of Company comprises of Four Non-Executive Directors out of which three are Independent Directors. The Nomination and Remuneration Committee is under the Chairmanship of a Non-Executive Independent Director. The terms of reference of this Committee confirm the requirement of Section 178 of the Companies Act, 2013.

The purpose of the Committee is to oversee the Companys nomination process for the senior management and specifically to identify, screen and review individuals qualified to serve as EDs, NEDs and IDs consistent with criteria approved by the Board and to recommend, for approval by the Board, nominees for election at the AGM of the shareholders.

The broad terms of reference of the Nomination and Remuneration Committee therefore include recommending a policy relating to remuneration and employment terms of whole time directors, senior managerial personnel, identify persons who may be appointed as directors or in position of senior management of the Company, preliminary evaluation of every Directors performance, approval of remuneration and performance bonus of Directors and KMPs, Board diversity, compliance of the code of conduct for Independent Directors referred to in Schedule IV of the Companies Act, 2013, Compliance with the Companys Code of Conduct by Directors and employees of the Company, reporting non-compliance to the Board of Directors and any other matters which the Board of Directors may direct from time to time. The Committee further coordinates and oversees the annual self-evaluation of the performance of the Board, Committees and of individual Directors.

The Nomination and Remuneration Committee which was constituted has met twice during the Financial year ended 31st March,2019 on the following dates: 14th August, 2018 and 15th October, 2018.

The composition of the Committee and the attendance details of the members are given below:

Director Designation No. of meetings attended
Mr. H.M Dugar Chairman 2
Mr. Swamy S.B Das Member 2
Mr. Sanjay Solanki Member 2
Mr. S.K.Kabra Member 2

The Brief Remuneration Policy of the company is as under:-a) For Managing Director, the total remuneration consists of salary within the limits approved by the shareholders. No sitting fees is payable. b) Non- Executive Directors do not draw any remuneration from the company.

The detailed remuneration policy is posted on the website of the Company www.adityaispat.com. Details of remuneration to director for the year 2018-2019 is as follows:-

Name Designation Remuneration (Rs. In Lacs)
Mr. S.B. Chachan Managing Director 15

19. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

20. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors in their meeting held on February 14, 2019 have evaluated the Performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board. The Nomination and Remuneration Committee has also carried out evaluation of performance of every Director of the Company. On the basis of evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board. The manner in which the evaluation has been carried out has been posted on the website of the Company www.adityaispat.com. The Independent Directors are regularly updated on industry & market trends, plant process, and operational performance of the Company etc through presentations in this regard and periodic plant visits. They are also periodically kept aware of the latest developments in the Corporate Governance, their duties as Directors and relevant laws.

21. DIRECTORS :

Mrs. Usha Chachan, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment.

Mr. Shiv Kumar Chirania have been appointed as Additional Director by the Board on 14th August,2019 to hold office until the conclusion of the ensuing Annual General Meeting Brief particulars and expertise of the directors and their directorships and committee memberships have been given in the annexure to the Notice of the Annual General Meeting in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

22. INDEPENDENT DIRECTORS AND THEIR DECLARATION:

Mr.Swami S.B.Das and Mr Sanjay Solanki retire on completion of their term and being eligible, offers themself for reappointment as non-retiring Independent Directors for a period of five years. As per Section 149(4) of the Companies Act, 2013, the independent directors of the Company are being re-appointed to hold office as independent directors for a period of five years with effect from the 28th Annual General Meeting.

Mr H M Dugar is holding the office of its current term which is upto conclusion of 28th AGM. Due to his personal commitments, he has not offered himself for reappointment. The Board of the Company appreciate the contribution made by him towards the valuable inputs given by him during his tenure.

Mr Swamy S B Das, Mr H M Dugar and Mr Sanjay Solanki are Independent Directors of the Board of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

23. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All new Independent Directors (IDs) inducted into the Board are given an orientation. Presentations are made by Executive Directors (EDs) and Senior Management giving an overview of our operations, to familiarise the new IDs with the Companys business operations. The new IDs are given an orientation on our products, Board constitution and procedures, matters reserved for the Board, and our major risks and risk management strategy.

The Policy on the Companys Familiarisation Programme for IDs can be accessed at Companys website at www.adityaispat.com

24. PARTICULARS OF EMPLOYEES AND KEY MANAGERIAL PERSONNEL (KMP)

The following three persons are the Key Managerial Personnel of the Company as per the provisions of Section 203 of the Companies Act, 2013. a) Mr. Satya Bhagwan Chachan, Managing Director b) Mrs. Alphonsa Domingo, Chief Financial Officer c) Mrs.Jyoti Kabra Singi, Company Secretary During the year Mr. Mahendra.N.Soni, Company Secretary has resigned from 1st October,2018 and the Board at its meeting held on 15th October, 2018 has approved the appointment of Mrs Jyoti Kabra Singi with effect from 15th October, 2018 in the Key Managerial Personnel.

Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the remuneration and other details of Key Managerial Personnel and other Employees for the year ended March 2019 are annexed to this report.

No employee was in receipt of remuneration exceeding Rs.1,02,00,000/- or more per annum or Rs.8,50,000/- or more per month as the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence the disclosure as required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required.

25. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013. The company has neither granted any loan, nor made any investment, nor given any guarantee or security to parties covered under the provisions of section 185 and 186 of Companies Act, 2013. It is not applicable to the company.

26. TRANSACTION WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of Company at large. All related party transactions are placed before the Audit Committee and given in the notes annexed to and forming part of this Financial Statement. The approved policy on Related Party Transactions is also available on the website of the Company www.adityaispat.com Your Directors draw attention to the members to Note No.36 to the Financial Statement which sets out related party transactions.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 along with the justification for entering into such contracts or an arrangement in Form AOC-2 does not form part of the report.

27. VIGIL MECHANISM:

The vigil mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, comprises senior executives of the Company. Protected disclosures can be made by a whistle blower through an E mail, or by telephone line or a letter to the chairman of the Audit Committee.

The policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at www.adityaispat.com .

28. EXTRACTS OF ANNUAL RETURN:

As provided under section 92(3) of the Act, the extract of Annual Return is given in the prescribed Form MGT-

9, as annexed to this report.

29. RISK MANAGEMENT:

As a policy the Company has identified key risk concern/areas. The assessment of each risk area is done on quarterly basis. Following are the main concern/risk related to the Company:

Market Related Risk: mainly demand, realisation and redundancy of the product.

Production related Risk mainly availability of inputs, accident or break down in the plant and rejection of material by the customers.

Human Resources Risk: includes the risk of labor unrest, high employee turnover ratio and lower productivity due to dissatisfaction of employees.

Revenue Risk: adverse exchange rate movement, Govt Policies and duty rates

Data and Records: data lost, fire, virus attack etc.

The Board and the Audit Committee takes note of Risk management of the Company in every quarter. The Risk Assessment is also discussed in the Management Discussion and Analysis attached to this report.

30. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Board of Directors of the Company has laid down a comprehensive Code of Conduct for all its board members, Key Managerial Personnel and senior management personnel .The Code of Conduct for Directors and Senior Management Personnel is posted on the Companys website.The Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned affirmed compliance with the code of conduct with reference to the financial year ended on March 31, 2019.

31. CORPORATE GOVERNANCE

The Company is having a Paid-up equity share capital not exceeding Rs. 10 crore and Networth not exceeding Rs. 25 crore and hence as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance requirements as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of the Listing Regulations are not applicable to the Company. Thus, a report on Corporate Governance does not form part of this report. Pursuant to SEBI Listing Regulations, report on Management Discussion and Analysis has been enclosed as part of Boards Report.

32. DISCLOSURES WITH RESPECT TO DEMAT SUSUPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

During the year under review, no shares were held in demat suspense account or unclaimed suspense account of the Company.

33. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo in accordance with Section 134(3)(m) of the Companies Act, 2013 and forming part of the Directors Report for the year ended 31st March, 2019 is annexed to this report.

34. Listing on Stock Exchanges:

As on March, 31st, 2019, the Companys shares are listed on the following Stock Exchanges:

a. Mumbai Stock Exchange Limited, Mumbai.Phiroze Jeejeebhoy Towers, Dalal Street, MUMBAI- 400 001. The Companys stock code at Bombay Stock Exchange is 513513.

b. The Calcutta Stock Exchange Limited, 7, Lyons Range, KOLKATA- 700 001

The Companys stock code at Calcutta Stock Exchange is 100 11082

The Company is in process of delisting its equity shares from the The Calcutta Stock Exchange Limited.

The Company has paid the Listing Fees for the year 2019-2020 to the Stock Exchanges.

Custodial Fees for Depositories:

The Company has paid the Annual Custodial fees for the year 2019-2020 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

35. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

In compliance with SEBI (Prohibition of Insider Trading) Regulation, 2015 (hereinafter referred to as "Regulation"),the Company has in place a comprehensive code of conduct for its Directors and Senior Management Personnel. The code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with the shares of the Company. Also the Board has adopted Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information as required under Regulation 8 read with Schedule A of Regulation. The Insider Trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated toregulate, monitor and ensure reporting of deals by the employees and to maintain the highest ethicalstandards of dealing in the Companys Shares. The code is also available on the website of theCompany www.adityaispat.com.

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

The Company has zero tolerance towards sexual harassment at the workplace. The Company 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 Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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.

The following is a summary of sexual harassment complaints received and disposed off during the year.

• No. of complaints received - NIL

• No. of complaints disposed off - Not Applicable

37. Human Resources Management & Industrial Relations

From its foundation, Aditya Ispat Limited employment philosophy and practices have been based on the recognition that its people are the primary source of its competitiveness.

The company consistently abides by human resources policy that is found on a set of following principles: equality of opportunity, continuing personal development, fairness, mutual trust and teamwork. These principles are, in turn, underpinned by the five core Values of Pioneering, Integrity, Excellence, Unity and Responsibility. The Company also believes as a matter of principle that, diversity within its workforce greatly enhances its overall capabilities. The Company is an equal opportunity employer and it does not discriminate on the basis of race, caste, religion, colour, ancestry, gender, marital status, sexual orientation, age, nationality, ethnic origin or disability. All decisions relating to promotion, compensation and any other forms of reward and recognition are based entirely on performance and merits.

The Companys ambition is to be a modern employer offering employees long-term prospects for a meaningful professional career. This is why the Companys collective labour agreement focuses on four aspects: health & vitality, career development & skills, employee productivity and employment conditions. During the year, the Company focused on improvement in areas related to diversity & inclusion and training & development. Many initiatives were undertaken to bring about a change in the mindset of the workforce regarding these aspects.

Employees are very important stakeholders for the Company and the Management team is in continuous engagement through the year to ensure seamless and transparent communication on all important issues that relates to the employees and the future of the company.

38. FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

39. SECRETARIAL STANDARDS

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

40. GENERAL:

Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review. i. The company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of balance sheet. ii. There was no issue of equity shares with differential rights as to dividend, voting or otherwise. iii. There was no issue of shares (including sweat equity shares) to employees of the Company under any scheme.

41. ACKNOWLEDGEMENT:

The Board takes this opportunity to express its deep gratitude for the continued co-operation and support received from its Bankers, State and Central Governments, the customers, share holders, business associates and employees during the year under review.

Specific acknowledgement is also made for the confidence and understanding shown by the Members in the Company.

On behalf of the Board of Directors
Sd/-
Date : 14-08-2019 S.B CHACHAN
Place: Hyderabad. CHAIRMAN & MANAGING DIRECTOR