Gyscoal Alloys Ltd Directors Report.

To

The Members,

Your Directors are pleased to present the twentieth Annual Report on business and operations of the company together with the Audited Financial Statements for the financial year ended 31st March, 2019.

1. FINANCIAL RESULTS

During the year under review, the Company has achieved Total Income of Rs. 15459.35 lakhs. However Management look forward to improve the financial position of the Company and are optimistic about the future growth and performance of the Company.

The summarized financial results of the Company for the period ended 31st March, 2019 are as follows:

(Rs. In Lakhs )
Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Revenue from Operation 14,790.30 9,516.40 14,790.30 9,516.40
Other Income 669.05 15.77 669.05 15.77
Total Income 15,459.35 9,532.17 15,459.35 9,532.17
Less: Expenditure 15,719.66 9,782.26 15,719.66 9,782.38
Profit/(loss)before Interest, Depreciation, Tax (260.31) (2,309.76) (260.31) (2,309.76)
Less: Interest 660.43 1,020.24 660.43 1,020.24
Less: Depreciation & Amortization Cost 665.39 789.34 665.39 789.34
Less: Extraordinary items 566.74 0.00 566.74 0.00
Profit/(loss)Before Tax (2,152.87) (2,059.67) (2,152.87) (2,059.79)
Less: Tax Expenses (123.05) (278.36) (123.05) (278.36)
Profit/(loss)after Tax (2,029.82) (1,781.31) (2,029.82) (1,781.43)
Other Comprehensive Income (32.10) 23.61 (32.10) 67.09
Total Comprehensive Income for the period (2,061.92) (1,757.70) (2,061.92) (1,714.34)

CONSOLIDATED FINANCIAL STATEMENT:

The Consolidated Financial Statements for the financial year 2018-19 of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and form part of this Annual Report.

2. FINANCIAL HIGHLIGHTS/OPERATIONAL REVIEW/ STATE OF COMPANYS AFFAIR

During the year under review, your Company incurred a Net Loss after tax of Rs. 2,029.82 lacs as compared to previous year Net Loss after Tax of Rs. 1,781.31 lacs. during the Financial year 2018-19 Revenue from operation under review stood at Rs. 14,790.30 lacs as compared toprevious year Rs. 9,516.40 lacs.

The Company is operating in only one segment i.e. S. S. Products. 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 35%
S.S. FLAT BARS 34 %
S.S. ROUND BARS 24%

3. DIVIDEND & RESERVES

Due to inadequate profit your directors are not in a position to recommend any dividend for the financial year ended 31st March, 2019. No amount has been transferred to General Reserve.

4. TRANSFER TO RESERVES

Your company does not propose to transfer any amount to any reserves of the Company for the year under review.

5. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31st March, 2019 was Rs. 1,582.75 lacs Equity Shares of Rs. 1.00 each.

6. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company.

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

"There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report."

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, the Management Discussion and Analysis Report is given separately in "ANNEXURE F", forming part of the Annual report.

9. FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on public deposits was outstanding at the end of financial year 2018-19.

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

Thai Indo Steel Co. Ltd. has become Voluntarily Wind up as on 22nd October, 2018 Which was subsidiary Company of Gyscoal Alloys Limited.

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 associate Company 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 Associate 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.

The company has written off the investment made in its subsidiary company in Thailand "Thai-Indo Steel Company Limited" because the said subsidiary company was dissolved as it did not have operation since last many years. The total financial impact of write off of the investment in said subsidiary company is Rs. 566.74 lac which has been charged to Profit & Loss Account as Exceptional Item.

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

The Directors have laid down proper and adequate system of internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the adequacy and completeness of accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

The internal financial controls have been put in place across all key business processes of the Company. The internal controls are designed to facilitate and support the achievement of the Companys business objectives and such controls do enable the Company to adapt to changing and operating environment, to mitigate risks to acceptable levels and to support sound decision making and good governance.

The Company has appointed M/s Ravi Thakkar & Co., Chartered Accountants, Ahmedabad on Board Meeting dated 28th May, 2018 as Internal Auditors and further M/s Fenil P Shah is appointed in board meeting dated 03rd November, 2018 and Associates to carry out the internal audit. The Internal Auditors Reports are regularly reviewed by the Senior Management and the Audit Committee of the Board for its implementation and effectiveness.

The Company endeavors to constantly upgrade the internal financial controls system and periodic evaluation of the same is undertaken by the Senior Management and the Audit Committee of the Board

12. 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 M/s Chirag Shah & Associates, 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.

13. 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.

14. 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.

15. 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.

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

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

17. 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 36 to the financial statement which sets out related party disclosures.

18. AUDITORS

a) Statutory Auditor

The Statutory Auditors, M/s. Saurabh R Shah & Co., Chartered Accountants (ICAI Registration No. 112647W), Ahmedabad, were appointed at the 17th AGM to hold office from the conclusion of 17th AGM till the conclusion of the 22nd AGM.

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 Company has appointed M/s. Chirag Shah & Associates, Practicing Company Secretaries, Ahmedabad as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial year 2018-19. The report given by the Secretarial Auditor is annexed as "ANNEXURE E" and forms integral part of this Report.

c) Internal Auditor The Company has appointed M/s Ravi Thakkar & Co. as on board meeting dated 28th may, 2018 thereafter Fenil P Shah and Associates, Chartered Accountants, Ahmedabad as on board meeting dated 03rd November, 2018 as Internal Auditors to carry out the internal audit of the Company for the financial year 2018-19. The Internal Auditors Reports are regularly reviewed by the Senior Management and the Audit Committee of the Board for its implementation and effectiveness.

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, 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 2018-19 at a remuneration of Rs. 50,000/- (Rupees Fifty 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 ratication. Accordingly, the resolution seeking Members ratication is included in the Notice convening the 20th Annual General Meeting.

19. 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- Annexure "A" to Independent Auditors Report:

Point No (vii) (a): 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, goods and service tax 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, 2019 for a period of more than six months from the date they became payable.

Point No. (vii) (b) : According to the information and explanations given to us, the disputed statutory dues aggregating Rs. 11,677.18 lacs that have not been deposited on account of disputed matter pending before appropriate authorities detailed are given in Annexure "A" to Independent Auditors Report.

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. 85,84,91,436/- 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 financial liabilities in Balance Sheet.

Explanation toPoint 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.

20. 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 2018-19. The Secretarial Audit Report for the financial year ended March 31, 2019 is annexed herewith marked as "Annexure E" to this Report.

Remark Management Representation
The Company has not submitted the annual report to National Stock Exchange of India Limited within twenty one working days of it being approved and adopted in the Annual General Meeting. Company has not submitted the annual report to National Stock Exchange of India Limited was on the basis of mishap and due to inadvertenceand later we upload the same.

21. 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 afirmed 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 websitewww.gyscoal.com.

22. 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 and also available on website of the Company at the web link: www.gyscoal.com.

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

The Company had 4(Four) times Board Meetings during the financial year on 28/05/2018, 13/08/2018, 03/11/2018 and 13/02/2019 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.

24. 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.

25. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of the 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 2018-19.

26. 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 year under review, no cases of sexual harassment against women employees at any of its work place were filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company has constituted an Internal Complaints Committee across its commercial offices and Manufacturing sites.

27. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

Mr. Surendra Patel (DIN: 05171249) is as Independent Director of the Company, not liable to retire by rotation, is appointed for his first term of 5 years on 30th September, 2014 and his term is completed on 30th September, 2019 and being eligible offers himself for re-appointment for a term of Five years w.e.f. 1st April, 2019 as well as to continue to hold the position of Non-Executive Independent Director beyond 75 years of age as he attains the age of 79 years, special resolution is passed in general meeting for subject to approval of shareholders. The Board of Directors on recommendation of the Nomination and Remuneration Committee, it is proposed to reappoint him recommends his re-appointment. A brief profile and other details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the notice of 20th Annual General Meeting of the Company.

Further, Mr. Sunil Talati has resigned from the post of Independent Director from the Company with effect from 31st March, 2019. In his place, Mr. Samirbhai Jani has appointed as Independent Director of the Company with effect from 30th May, 2019 subject to regularization in this general meeting. A brief profile and other details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the notice of 20th Annual General Meeting of the Company.

Mr. Viral M Shah (DIN 00014182) will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommends his re-appointment. A brief profile and other details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the notice of 20th Annual General Meeting of the Company.

The Independent Directors of the Company have given a declaration confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 ("the Act") and the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015. All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 of the Companies Act, 2013.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities terms of appointment in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put upon the website of the Company at the web link:www.gyscoal.com.

Key Managerial Personnel

During the year, Mr. Kalpesh Patel has resigned from the post of Chief Financial Officer w.e.f. 13th February, 2019. In his place Mr. ZankarsinhSolanki has appointed as Chief Financial Officer w.e.f. 30th May, 2019. Further he is also designated as Key Managerial Personnel of the Company. Mr. Zankarsinh K Solanki and Bhavika Sharma are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act 2013, read with the Rules framed thereunder.

28. 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.

29. ANNUAL EVALUATION OF BOARDS PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board and Nomination and Remuneration Committee had laid down the process and criteria for annual performance evaluation of the Board, its Committees and Individual Directors The evaluation criteria, inter-alia, covered various aspects of the Board functioning including its composition, attendance of Directors, participation levels, bringing specialized knowledge for decision making, smooth functioning of the Board and effective decision making.

The performance of individual Directors was evaluated on parameters such as level of engagement and contribution, independence of judgment and safeguarding the interest of the Company, etc. The Directors expressed their satisfaction with the evaluation process.

30. 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 co employees and the Company.

*Mr. Sunil Talati has resigned on 31st March, 2019 and Mr. Samir Jani Appointed on 30th May, 2019 on his place.

31. EMPLOYEES STOCK OPTION PLANS /SCHEMES

No Employee Stock Options were granted to the Directors or Employees of the Company during the year under review.

32. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS

The Company has maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

33. SECRETARIAL STANDARDS

Your Company is in compliance with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India in terms of the Companies Act, 2013.

34. ACKNOWLEDGEMENT

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: 14/08/2019 (Managing Director)
Place: Ahmedabad DIN – 00014182