Gyscoal Alloys Ltd Directors Report.

To

The Members,

Your Directors have pleasure in presenting the 18th Annual Report on the business and operations together with the Audited Accounts for the financial year ended 31st March, 2017.

1. FINANCIAL HIGHLIGHTS

The financial highlights of the company for the year under review are summarized as under:

Rs. In lacs

Particulars STANDALONE CONSOLIDATED
2016-17 2015-16 2016-17 2015-16
Revenue from Operations 15715.21 15932.67 15715.21 15932.67
Other Income 41.23 457.69 41.23 457.69
Total Revenue 15756.44 16390.36 15756.44 16390.36
Total Expenditure 16682.21 17908.73 16669.08 17915.74
Profit Before Interest & Depreciation 1433.64 707.72 1446.77 700.75
Finance Charges 1439.26 1168.17 1439.26 1168.17
Depreciation 920.15 1057.92 920.16 1057.95
Net Profit before Tax (925.77) (1518.37) (912.65) (1525.37)
Provision for tax (100.14) (193.21) (100.14) (193.32)
Net Profit After Tax (825.64) (1325.16) (819.42) (1332.06)
Balance of Profit brought forward 1103.16 2428.32 1085.77 2417.84
Balance available for appropriation (825.64) (1325.16) (819.42) (1332.06)
General Reserve 7.44 7.44 7.44 7.44
Proposed Dividend - - - -
Balance Carried Forward 277.52 1103.16 266.36 1085.77

2. DIVIDEND & RESERVES

Due to inadequate profit your directors are not in a position to recommend any dividend for the financial year ended 31st March, 2017. No amount has been transferred to General Reserve.

3. UTILIZATION OF IPO PROCEEDS

The Statutory Auditor M/s. Saurabh R Shah & Co., has provided the Certificate to the Board of Directors of the Company which was noted and thereafter approved in the Board Meeting held on 10th February, 2017 which states that entire fund raised from the issue has been utilized for the purpose of the objects as stated in Prospectus of the Company dated 18th October, 2010:

Sr. No. Particulars Amount of projected utilization of funds as per offer document (Rs. In Lakhs) Amount of actual utilization (Rs. In Lakhs) Deviation (if any)
1 Setting up New Project 5770.49 4685.36 (1085.15)
2 General Corporate Purposes 25.00 10.00 (15)
3 Issue Expense 482.36 510.69 28.33
4 Long Term Working Capital 500.00 1571.82 1071.82
Total : 6777.85 6777.85

Set up of the Phase –I and Phase –II new project is completed and Company has already started the Commercial Production.

4. UNPAID AND UNCLAIMED SHARE APPLICATION AMOUNT

Pursuant to Section 124 of the Companies Act, 2013 read with provisions of Investors Education & protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules 2016 and subsequently amended as Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, Share Application money due for refund, which remained unclaimed by the shareholders for seven consecutive years or more, to be transferred by the Company in favour of Investor Education and Protection Fund (IEPF) Authority as created by Central Government. The Company has communicated to all the concerned shareholders individually whose application money are liable to be transferred to IEPF Authority. The Company has also given newspaper advertisement dated July 20, 2017, regarding proposed transfer in favour of IEPF Authority in respect of which Application Money has not been claimed for seven consecutive years by the respective shareholders. The Company has also uploaded the details of such shareholders and amount due for transfer to IEPF Authority on the website of the Company at www.gyscoal.com. Accordingly, in case the Company does not receive any communication from the concerned shareholder, the Company shall transfer the money to the IEPF Authority by the due date as per the procedure stipulated in the Rules.

Shareholders may note that the Unclaimed Share Application Money which will be transferred to the IEPF Authority including all benefits accruing on such amount, if any, can be claimed back by them from IEPF Authority after following the procedure (i.e. an application in E-form No. IEPF-5) prescribed in the Rules. Shareholders may refer Rule 7 of the said Rules for Refund of share application money.

The Amount of Rs. 25560/- is lying as the Amount of Application Money received and due for refund in respect of the IPO of the Company in F.Y. 2010-2011. The last date on which the amount will be transferred to IEPF Authority will be 23rd October, 2017. Therefore, the shareholders are advised to claim such amounts immediately.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Information on operational and financial performance, etc. of the Company for the financial year is given in the Management Discussion and Analysis which is set out as Annexure F to the Directors Report.

6. FIXED DEPOSITS

The Company has not accepted any fixed deposit from public within the meaning of Section 73 of the Companies Act, 2013 and rules made thereunder.

7. SHARE CAPITAL

a. Sub-Division of Equity Shares.

Pursuant to the approval of the members accorded in 17th Annual General Meeting of the Company held on 29th Septmber, 2016, the Equity Shares of the Company having a face value of Rs. 10/- (Rupees Ten only) each were sub-divided into 10 (Ten) Equity Shares having a face value of Rs. 1/- (Rupee One only) each. Accordingly, 1,58,27,556 equity shares of face value of Rs. 10 each were sub-divided into 15,82,75,560 equity shares of face value of Rs. 1 each w.e.f. 14th October, 2016 as the record date fixed for the said purpose.

b. Change in Authorised Share Capital.

During the financial year 2016-17, the Company, pursuant to the approval of the members accorded in 17th Annual General Meeting of the Company held on 29th Septmber, 2016, has also amended its authorized share capital from 2,70,00,000 (Two Crore Seventy Lacs only) equity shares of Rs. 10/- (Rupees Ten Only) each into 27,00,00,000 (Twenty Seven Crores only) equity shares of Rs. 1/- (Rupee One Only) each w.e.f. 14th October, 2016 as the record date fixed for the said purpose.

8. SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES & CONSOLIDATED FINANCIAL STATEMENT

During the FY 2016-17, the Company have subscribed 26% of shares in M/s. Goldman Hotels and Resorts Private Limited, New Delhi ("A SPV Company") which have been incorporated on 4th November, 2016 and has become the associate of your Company. Apart from this no Company has formed or ceased to be subsidiary, joint venture or associate of your Company.

In accordance with Companies Act, 2013 ("the Act") and Accounting Standard (AS)-21 on consolidated financial statement read with AS-23 on Account for investment in associates and AS-27 on financial reporting of interest in Joint ventures the Audited Consolidated financial statments is provided in the Annual Report.

The Company has prepared Consolidated Financial Statement of the Company and while preparing the Consolidated Financial Statements, the Company has consolidated the accounts of our subsidiary and associate Company viz. Thai Indo Steel Co. Ltd. and M/s. Goldman Hotels and Resorts Private Limited as per the requirements of Accounting Standards issued by the Institute of Chartered Accountants of India. The details of financial performance of Subsidiary Company is furnished in Annexure C and attached to this report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements of the Company and audited accounts of each of its subsidiaries, are available on our website www.gyscoal.com .

9. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR

The Company is operating in only one segment i.e. Metal Industry. The company mainly manufactures SS Angles, SS Flats & SS Rounds and the % wise breakup of the products of the total turnover of the company is as under:-

S.S. ANGLE BARS 77 %3
S.S. FLAT BARS 5 %
S.S. ROUND BARS 10%33

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

Your Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. Your Directors express their satisfaction and states that the Company is having the adequate Internal Finance Control System to the size of its operation.

11. CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 (hereinafter "Listing Regulation"), a Report on Corporate Governance along with Compliance Certificate issued by Company Secretary in Practice, confirming compliance of the conditions of Corporate Governance Report is attached as Annexure - G, which forms part of the Directors Report.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure – A and is attached to this report.

13. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Risk is an integral part of any business and therefore, Risk Management is an important function that the business management has to perform to ensure sustainable business growth.

The Board of the Company has framed the Risk Management Policy. The details of the policy are as updated on website of the company www.gyscoal.com. The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. At present the company has not identified any element of risk which may threaten the existence of the company.

The Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalisation as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of Loans, Guarantee and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at www.gyscoal.com.

Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures.

17. AUDITORS

a) Statutory Auditor

The Statutory Auditor, M/s. Saurabh R Shah & Co., Chartered Accountants (ICAI Registration No. 112647W), Ahmedabad, were appointed with your approval at the 17th AGM to hold such office till the conclusion of the 22nd AGM. On the recommendation of the Audit Committee and pursuant to Section 139 of the Act, the Board recommended for the ratification of the Members, the appointment of M/s. Saurabh R Shah & Co., Chartered Accountants (ICAI Registration No. 112647W), Ahmedabad from the conclusion of the ensuing AGM till the conclusion of the 19th AGM. Appropriate resolution for the said purpose is appearing in the Notice convening the 18th AGM of the Company.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the year ended March 31, 2017 was carried out by the Secretarial Auditor M/s. Chirag Shah & Associates, Practicing Company Secretaries, Ahmedabad. The report of M/s. Chirag Shah & Associates. is provided in the Annexure E forming part of this Report, pursuant to Section 204 of the Act.

The Board of Directors of your Company has appointed M/s. Samdani Shah & Kabra, Practicing Company Secretaries, Ahmedabad to carry out Secretarial Audit of the Company for the FY 2017-18.

c) Internal Auditor

The Board of Directors has re-appointed M/s. M/s. Ravi Thakkar & Co., Chartered Accountants, as Internal Auditor of your Company to conduct Internal Audit for the FY 2017-18.

d) Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, your Directors has on recommendation of the Audit Committee, re-appointed M/s. V. H. Shah, & Co., Cost Accountant (ICWAI Registration No. 100257), Ahmedabad as Cost Auditor for conducting audit of cost accounting records maintained by the Company for "Steel Plant" for the financial year 2017-18 at a remuneration of Rs. 40,000/- (Rupees Forty Thousands only) plus out of pocket expenses, if any. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, the resolution seeking Members ratification is included in the Notice convening the 18th Annual General Meeting.

18. STATUTORY AUDIT REPORT

The observation made in the Auditors Report are self explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

The explanation on adverse remarks / qualification(s) in the Auditors Report - Point No. (vii) (a) to the Standalone Financial Statements: According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities during the period. However, in some cases such statutory dues are paid after its due dates along with interest during the year.

According to the information and explanations given to us, no undisputed amounts payable in respect of sales tax, customs duty, excise duty, cess and other material statutory dues applicable to it, were in arrears, as at 31st March, 2017 for a period of more than six months from the date they became payable except Income Tax payable of Rs. 3393273/- for the A.Y. 2014-15

Point No. (vii) (b) to the Standalone Financial Statements: According to the information and explanations given to us, the disputed statutory dues aggregating Rs. 844606876/- that have not been deposited on account of disputed matter pending before appropriate authorities

Point No. (viii) to the Standalone Financial Statements: According to the information and explanations given to us, the Company has defaulted in repayment of dues aggregating of Rs. 772884661/- to financial institutions, banks or debenture holders during the year and all those Accounts classified by bank as NPA, interest on the same is not charged by the bank in the said accounts. So, the company has made provision of interest payable on such accounts at the interest rates sanctioned by the banks and shown under the Other Current Liabilities in Balance Sheet.

Explanation to Point No. (vii) (a), Point No. (vii) (b) and Point No. (viii) to the Standalone Financial Statements: For Point No. (vii) (a) The audit qualifications pointed out by the auditor are just the disclosure of fact that the company has not deposited its disputed statutory dues with appropriate authority and has made default in repayment of Bank loan. This is not impacting financial position of the Company.

For Point No. (vii) (b) The stay order has been received against the amount disputed and not deposited & management is in the process of taking necessary steps to resolve pending statutory dues as mentioned in the Auditors Report and taking measures to pay them within due course.

For Point No. (viii) in respect of default in repayment of Bank loans the company is in process of taking necessary steps to regularize those account.

19. SECRETARIAL AUDIT REPORT

The Board has appointed M/s Chirag Shah & Associates, Practicing Company Secretaries (ICSI Membership No. 5545 & CPN 3498), to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith marked as Annexure E to this Report.

20. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to Section 178(3) of the Companies Act, 2013.

The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company. Details of the Remuneration Policy are given in the Corporate Governance Report.

Your Company has adopted a defined policy and procedure for Appointment of Independent Directors which has been put on Company website www.gyscoal.com.

21. EXTRACTS OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure B and is attached to this Report.

22. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 5 (Five) Board Meetings during the financial year under review. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

23. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 ("the Act"), the Board of Directors of your Company, to the best of their knowledge and ability, confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

b) they have 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 your Company at the end of the Financial Year and of the profit of your Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is appended as Annexure – D to this report. No employee has received remuneration in excess of the limits set out in Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 during FY 2016-17.

25. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company strongly believes in providing a safe and harassment free workplace to all its employees. The Company continuously endeavours to create and provide an environment that enables women employees to work without fear of prejudice, gender bias and sexual harassment and/or any such orientation in implicit or explicit form. For this purpose, the Company has in place ‘Policy of Protection of Women against Sexual Harassment at Work Place and also formed Complaint Redressal Committees at various administrative units/ Offices.

During the Financial Year 2016-17, the Company received no complaint of sexual harassment.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per Section 152 of the Companies Act, 2013 Shri Viral M Shah, (DIN – 00014182) Chairman & Managing Director of the Company retires at this Annual General Meeting and being eligible offer himself for re-election. The Board of Directors recommended his re- appointment at the forthcoming Annual General Meeting. Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on 28th August, 2017, has subject to the approval of the members at the forthcoming 18th Annual General Meeting of the Company, approved the re-appointment of Shri Viral M Shah, (DIN – 00014182) as Chairman & Managing Director of the Company for a further period of five years, with effect from 3rd December, 2017.

The details of Shri Viral M Shah are provided in the Notice of the Annual General Meeting. There were no changes in the Key Managerial Personnel of the Company during the year.

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

27. REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material order passed by the Regulators or Courts or Tribunals which would impact the going concern status and the companys future operations.

28. ANNUAL EVALUATION OF BOARDS PERFORMANCE

The Company has devised a policy for performance evaluation of Board, its Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The same is covered under Corporate Governance Report.

29. APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND AS)

As per Notification of Ministry of Corporate Affairs on 16th February 2015 IND AS has come into force. The date of transition to IND AS is 1st April, 2016. As per clause (iii) of sub-rule (1) of Rule 4 of the Companies (Indian Accounting Standards) Rules, 2015, Companies having a net worth of Rs. 500 crore or less shall comply with Ind AS for the accounting periods beginning on or after 01st April,2017.

As the net worth of the Company is Rs. 71,27,87,277 and Rs. 79,53,50,795 as on 31st March, 2017 and 31st March, 2016 respectively which is below the threshold limit as per the above mentioned Rule. Therefore the Ind AS will be applicable to the Company w.e.f. 01st April, 2017.

30. GOODS AND SERVICES TAX (GST)

The introduction of Goods and Services Tax (GST) is a very significant step in the field of indirect tax reforms in India. By amalgamating a large number of Central and State taxes into a single tax, it would mitigate cascading or double taxation in a major way and pave the way for a common national market.

GST by far was one of the most critical reforms, which aims to streamline the countrys complex indirect tax structure, reduce fragmentation in markets for goods and services, lower business costs and widen the overall tax base. Implementation of a well-designed GST model can provide significant growth stimulus to the business and contribute to the Prime Ministers mission of ‘Make in India.

Your Company has established a dedicated team to carry out changes to the business process & IT systems as per the GST framework.

31. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members:

a) Shri Sunil Talati - Chairman

b) Shri Surendra Patel – Member

c) Shri Viral Shah - Member

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of the co employees and the Company.

32. GENERAL

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

33. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of Board Of Directors
Viral M. Shah
Date : 28/08/2017 (Chairman & Managing Director)
Place : Ahmedabad DIN – 00014182

ANNEXURE A - TO DIRECTORS REPORT

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

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014

A. CONSERVATION OF ENERGY :

(i) Steps taken for conservation of energy

The Company has adopted several energy conservation measures besides what had been carried out earlier. Periodical testing is being taken for each unit of power supply to verify that the energy consumed is minimized.

(ii) Steps taken by the Company for utilizing alternate sources of energy: NA

(iii) The Capital investment on energy conservation equipments: NIL

B. TECHNOLOGY ABSORPTION :

(i) Efforts towards technology absorption :Continuous endeavor to improve Product Quality & Process Yield.

(ii) The benefits derived like product improvement, cost reduction, product development or import Substitution: The Company is able to market its value added products in Domestic as well as International Market

(iii) Information regarding imported technology (Imported during last three years): NIL

(iv) Expenditure incurred on Research and Development : NIL

C. FOREIGN EXCHANGE EARNING AND OUTGO :

Particulars Current Year Previous Year
(2016-17) (2015-16)
Rs. Rs.
Foreign Exchange earned 5608.23 Lacs 5899.14 Lacs
Foreign Exchange used 313.23 Lacs 147.16Lacs