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The Directors are pleased to present the 23rd Annual Report of the Company together with Audited Accounts for the Financial
Year ended 31st March, 2018.
The Companys financial performance for the year ended 31st March, 2018 is summarized below : Rs. ( in Lacs)
|Particulars||Current Year 31.03.2018||Previous Year 31.03.2017|
|Revenue from Operations (net)||12,923.58||12,131.48|
|Profit before Finance Cost, Depreciation and Tax||(5,522.34)||(7,980.99)|
|Less: Depreciation & Amortisation||711.93||730.87|
|Less: Finance Cost||599.87||52.40|
|Less: Tax Expenses||-||-|
|Net Profit after Tax||(6,834.14)||(8,764.26)|
|Less: Exceptional Item||-||-|
|Other Comprehensive Income/(Loss) (net of Tax)||(11.00)||(15.00)|
|Total Comprehensive Income/(Loss)||(6,845.14)||(8,779.26)|
FINANCIAL AND OPERATIONAL REVIEW
During the year under review, the Company has achieved Net Sales/Revenue from operation of Rs. 12,923.58 lacs as against Rs.12,131.48 lacs in previous year registering an increase of 6.13%. The Company incurred a loss of Rs. 6,834.14 lacs as against Rs. 8,764.26 lacs in the previous year. The losses are mainly attributed due to liquidity crunches and increase in input cost.
The Company has not transferred any amount to the General Reserve due to the losses incurred during the financial year 2017-18. dIVIdENd
In view of the losses incurred by the Company, the Directors of the Company do not recommend any dividend for the financial year 2017-18.
The Board met Six (6) times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
CHANGES IN SHARE CAPITAL
There was no change in the Share Capital of the Company during the financial year 2017-18.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013, Mr. Ankit Patni (DIN: 00034907), retires by rotation and being eligible, offers himself for re-appointment.
During the year Mr. Rohit Jain (DIN: 07129693), Non-Executive Independent Director of the Company has resigned from the directorship of the Company w.e.f. 11th August, 2017.
Pursuant to the provisions of section 161 of the Companies Act, 2013, read with the relevant provisions in the Articles of Association, Mr. Ravindra Kumar Mehra (DIN: 07898952) was appointed as an Additional Director (Non-Executive Independent) by the Board of Directors of the Company w.e.f. 11th August, 2017 and was regularised as an Independent Director of the Company w.e.f. 21st September, 2017. Further, Mr. Ravindra Kumar Mehra ceased to be the Director of the Company due to sudden demise w.e.f 11th August, 2018.
Pursuant to provisions of section 196, 197, 198, 203 read with Schedule V and rules thereof and other applicable provisions of the Companies Act, 2013, Mr. Suresh Kumar Patni (DIN: 00032674), Managing Director of the Company, whose terms of appointment expired on 30th June, 2018 has been re-appointed by the Board of Directors for a further period of five (5) years w.e.f. 1st July, 2018, subject to the approval of the shareholders in the ensuing Annual General Meeting.
Pursuant to provisions of section 196, 197, 198, 203 read with Schedule V and rules thereof and other applicable provisions of the Companies Act, 2013, Mr. Satish Kumar Singh (DIN: 05295625), Executive Director of the Company, whose terms of appointment will expire on 23rd August, 2018 has been re-appointed by the Board of Directors for a further period of three (3) years w.e.f. 24th August, 2018, subject to the approval of the shareholders in the ensuing Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of Internal Financial Controls maintained by the Company, work performed by the Internal, Statutory,
Cost and Secretarial Auditors and external agencies, the reviews performed by Management and the relevant Board Committees, the Board with the concurrence of the Audit Committee, is of the opinion that the Companys Internal Financial Controls were adequate and effective as on 31st March, 2018.
Accordingly, pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability confirm: a) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b) that we have selected such accounting policies and applied them consistently and made judgements 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) 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 the Company and for preventing and detecting fraud and other d) that the annual accounts have been prepared on a "going concern" basis; e) that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively; and f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
During the year under review Credit Rating has not been done. The Companys credit rating for the year 2015-16 for Long-Term debts/facilities was D and Short-Term facilities was A4 (A Four) given by ICRA Limited.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
During the year under review, no Company has become or ceased to exist as the subsidiary of the Company. The Company has also not entered into any Joint Venture nor become an Associate Company during the year under review.
EXTRACT OF ANNUAL RETURN
The details of the extract of the Annual Return in Form MGT 9 is annexed herewith and forms part of this Report as Annexure-I.
The Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.
The properties and insurable assets and interests of the Company, like building, plant and machinery and stocks, among others are adequately insured.
In terms of the provisions of section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 M/s. R. Kothari & Company (FRN: 307069E), Chartered Accountants, the Auditors of the Company shall hold office from the conclusion of the 19th Annual General Meeting till the conclusion of the 24th Annual General Meeting of the Company, at a remuneration fixed by the Board of Directors of the Company in consultation with the Auditors.
STATUTORY AUDITOR OBSERVATION
The Statutory Auditor has put the qualification remark in their report. The details are as follows:-
The Company has not provided accrued interest in its books of accounts during the year and reversed interest provided in earlier period pertaining to the period the account was declared NPA by the respective lenders. The unprovided liability in respect of interest on Borrowings amounted to Rs. 6,439.58 lacs. The same have consequential impact on the reported figures of this year as well as earlier periods. Had the aforesaid interest expense been recognised the Finance Cost would have been Rs. 3,773.69 lacs instead of Rs. 599.87 lacs and total comprehensive loss would have been Rs. 10,018.96 lacs instead of Rs. 6,845.14 lacs for the year ended 31st March, 2018. Other Equity and other Current Financial Liabilities as at 31st March, 2018 would have been Rs. 32,983.04 lacs and Rs. 11,992.62 lacs.
Our comments are as under:
The lenders have stopped charging interest on debts, since the dues from the Company have been categorized as Non-
Performing Asset (NPA). The Company is in active discussion/negotiation with its lenders to restructure its debts at a sustainable level including waiver of unpaid interest. In view of the above, pending finalization of the restructuring plan, the Company has stopped providing interest accrued and unpaid effective 1st April, 2016 in its books. The amount of such accrued and unpaid interest not provided for stands at Rs. 3174 Lacs for the year ended 31st March, 2018 and accordingly the same has not been considered for compilation of Results for the year ended 31st March, 2018.
In terms of section 148 of the Companies Act, 2013 read with rule 14 of the Companies (Audit and Auditors) Rules, 2014, on the recommendation of Audit Committee, the Board of Directors has re-appointed M/s. A.J.S. & Associates, Cost Accountants (FRN : 000106), as Cost Auditor of the Company, at a remuneration of Rs. 40,000/- plus applicable taxes and re-imbursement of out of pocket expenses incurred by them to conduct an audit of the cost accounting records maintained by the Company for the current financial year beginning from 1st April, 2018 and ending on 31st March, 2019.
As required under section 148 of the Companies Act, 2013 read with rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Cost Auditor is being placed at the ensuing Annual General Meeting for ratification by the members.
SECRETARIAL AUDIT REPORT
In terms of section 204 of the Companies Act, 2013 and rules made there under, CS Hanuman Mal Choraria of M/s. H M Choraria & Co., Practicing Company Secretary, have been appointed as Secretarial Auditor of the Company. The report of the Secretarial
Auditor in Form MR-3 is enclosed as Annexure-II to this report.
SECRETARIAL AUDITOR OBSERVATION
The Secretarial Auditor has the following observation in Form MR-3 enclosed as Annexure II
- The Company has defaulted in payment of statutory dues within the prescribed time.
Our comments is as under:
Statutory payments were delayed mainly due to poor liquidity position.
In terms of section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, on the recommendation of Audit Committee, the Board of Directors has re-appointed M/s. NR & Associates, Cost Accountants, (FRN: 102903) as Internal Auditor of the Company for the financial year 2018-19 at a remuneration fixed by the Board of Directors of the Company in consultation with the Auditors.
INTERNAL FINANCIAL CONTROL SYSTEM
The Companies Act, 2013 has mandated the Company to have a formal framework of Internal Financial Controls (IFC) and has also laid down specific responsibilities on the Board, Audit Committee, Independent Directors and Statutory Auditors with regard to IFC.
The financial control system and framework is required to ensure:
The orderly and efficient conduct of its business,
Safeguarding of its assets,
The prevention and detection of frauds and errors,
The accuracy and completeness of the accounting records and
The preparation of reliable financial information.
The Board reviews the effectiveness of controls documented as part of Internal Affairs and Financial Control (IAFC) framework and take necessary corrective actions, where weaknesses are identified as a result of such reviews. This review covers entity level controls, fraud risk controls and information technology environment.
The Policies and procedure adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the Companys policies, prevention and detection of frauds and errors, accuracy and completeness of the records and the timely preparation of reliable financial information. Based on this evaluation, no significant events had come to notice during the year that have materially affected, or are reasonably likely to materially affect our IFC. The management has also come to the conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company.
The Statutory Auditor of the Company has audited the IFC over Financial Reporting and their Audit Report is annexed to the Independent Auditors Report under Financial Statements.
DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES
Disclosure pertaining to remuneration and other details as required under section 134(3)(q), 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure-III.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
A statement giving details of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules 2014, is annexed to this report as Annexure-IV.
DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT
The Board has formulated a Code of Conduct for the Board Members and Senior Management of the Company, which has been posted on the website of the Company.
It is hereby affirmed that all the Directors and Senior Management Personnel have complied with the Code and a confirmation to that effect has been obtained from the Directors and the Senior Management.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS
To the best of our knowledge, the Company has not received any such order by Regulators, Courts or Tribunals during the year under review which may impact the Going Concern status or the Companys operations in future during year under review. The Company has complied with all the requirements of the Uniform Listing Agreement/Listing Regulations with the Stock Exchanges as well as regulations and guidelines of SEBI. However during the year under review, SEBI vide its circular dated 7th August, 2017 declares 331 Companies as Shell Company including our Company without giving any notice, information and any opportunity of being heard. Subsequently the both Stock Exchanges i.e. National Stock Exchange of India (Ltd.) (NSE) and BSE Ltd. (BSE) had restricted the trading of the Security of the Company on instruction of SEBI on account of suspect of a Shell Company w.e.f. 8th August, 2017. It may be noted by the shareholders that our Company is not a Shell Company as alleged. We are not a Company which can by any stretch of imagination be termed as such and we are a Manufacturing Company having a turnover of Rs. 13,341.41 Lacs in current FY 2017-18 and Rs. 13,456.89 Lacs during the last FY 2016-17. We also have over 12,000 share holders. We have complied with all regulations and at no time have the authorities issued any notices to us in this regard. Further we have no investor complaints which are pending.
Further, on base of our representation made and certain preliminary investigation & enquiry by Exchanges, both NSE and BSE has withdrawn the restrictions on the trading of the Security of the Company vide letter dated 31st January, 2018 subject to certain further audit to be conducted by the NSE in consultation with SEBI. No other strictures or penalty were imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority, on any matter related to capital markets during the last three years.
MATERIAL CHANGES AFFECTING THE COMPANY
During the year under review, the name of the Company appeared in the list of 331 Shell Companies as declared by SEBI vide its letter dated No. SEBI/HO/ISD/OW/P/2017/18183 dated 7th August, 2017 due to which the Company was put under GSM Stage VI .The Company has responded to the various queries raised by the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) in this connection. The NSE vide their order dated 31st January, 2018 have disposed off the representation submitted by the Company and there after, through its circular dated 15th June, 2018, the Company was update to GSM Stage I.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.
The details of the investments made by Company are given in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS 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 between the Company and the Directors, the management, or the relatives except for those disclosed in the Financial Statements. The Company has seeked omnibus approval for Related Party Transactions as per Regulation 23 (3) of SEBI LODR Regulations, 2015 for the Financial Year 2018-19.
Accordingly, particulars of contracts or arrangements entered into by the Company with related parties referred to in section 188(1) of the Companies Act, 2013 in Form AOC-2 (Annexure V) is NIL.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration. A note on Remuneration Policy has been made a part of the Corporate Governance Report.
RISK MANAGEMENT POLICY
The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
The Risk Management Policy provides for identification of risk, its assessment and procedures to minimize risk. The policy is periodically reviewed to ensure that the executive management controls the risk as per decided policy.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of any employee at workplace. The Audit Committee will redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
No complaints pertaining to sexual harassment were received during the financial year 2017-18.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the Industry. The familiarisation programmes policy and details of familiarisation programme provided to the Directors of the Company is available on the Companys website www.impexferrotech.com.
The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.
NOMINaTION aNd REMUNERaTION COMMITTEE
The composition and terms of reference of the Nomination Remuneration and Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition and terms of reference of Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILTY (CSR)
In line with the provisions of the Companies Act, 2013, the Company has framed its Corporate Social Responsibility (CSR) policy for the development of programmes and projects for the benefit of weaker sections of the society and the same has been approved by the CSR Committee and the Board of Directors of the Company. The Company has not spent any amount in CSR activities since the Company has incurred losses during the last 3 years eroding the entire net worth.
VIGIL MECHANISM POLICY
In terms of section 177 of the Companies Act, 2013, rules framed there under and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organisation can be communicated. For this purpose, the Board has a Vigil Mechanism Policy and the same has been uploaded on the website of the Company i.e. www.impexferrotech.com. The policy provides access to the Chairman of the Audit Committee in certain circumstances. During the year under review, there has been no incidence reported which requires action by the Audit Committee.
The Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the functioning of various Committees. The Independent Directors also carried out the evaluation of the Chairman and the Non Independent Directors, the details of which are covered in the Corporate Governance Report.
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Report on Corporate Governance as stipulated under the above Regulation forms an integral part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Managements Discussion and Analysis for the year under review, as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.
As required by Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the CEO/CFO certification has been submitted to the Board and forms an integral part of this Annual Report.
AWARDS & ACHIEVEMENTS
During the year under review the Company has not received any awards.
GREEN INITIATIVES IN CORPORATE GOVERNANCE
Ministry of Corporate Affairs has permitted Companies to send electronic copies of Annual Report, notices etc., to the e-mail IDs of shareholders. The Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request.
The Directors wish to extend their thanks and appreciation for the valuable and continued support received from the Shareholders, Companys Bankers, Central and State Government Authorities, Stock Exchange(s), Depository Participants (DPs) and all other Business Associates for the growth of the organisation. The Directors also wish to place on record their deep appreciation to all the employees for their commitment and continued contribution to the Company.
ANNEXURE FORMING PART OF THE DIRECTORS REPORT
The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and forms part of the Directors Report:
|I||Extract of the Annual Return (Form MGT-9)|
|II||Secretarial Audit Report (Form MR 3)|
|III||Particulars of Employees|
|IV||Prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo|
|V||Particulars of Contract or Arrangements with Related Parties (Form AOC 2)|
|For and on behalf of the Board|
|Impex Ferro Tech Ltd.|
|Place: Kolkata||Suresh Kumar Patni|
|Date: 13thAugust, 2018||Chairman cum Managing Director|
|Particulars of Employees||Annexure III|
|Sl. No.||Name of Director/ KMP & Designation||Remuneration of Director/KMP for Financial Year 2017-18||% increase in Remuneration in the Financial Year 2017-18||Ratio of remuneration of each Director to median remuneration of employees|
|1.||Mr. Suresh Kumar Patni (Managing Director)||12,00,000||0.00%||8.31|
|2.||Mr. Satish Kumar Singh (Executive Director)||13,58,040||39.09%||9.40|
|3.||Mr. Sanjeet Kumar Gupta (CFO)||13,00,000||8.33%||N.A.|
|4.||Ms. Richa Agarwal (Company Secretary)||4,55,024||8.33%||N.A.|
Note: i) No other Director other than the Managing Director and Executive Director received any remuneration other than sitting fees during the F.Y. 2017-18. ii) In the Financial Year, there was an increase of 9.46% in the median remuneration of employees. iii) There were 236 permanent employees on the rolls of Company as on 31st March, 2018. iv) The remuneration of the Key Managerial Personnel put together is Rs. 43.13 lacs which increased by 13.61 % from Rs. 37.96 lacs. v) The remuneration of Directors/KMPs/Senior Management Personnel for the F.Y. 2017-18 is as per the Remuneration Policy of the Company.
*Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company for the year under review.
Annexure IV Particulars of Energy Conservation , Technology Absorption and Foreign Exchange Earnings and Outgo required pursuant to section 134(3)(m) of the Companiesa ct, 2013.
A) Conservation of Energy i. Steps takenforConservation Energy of
???? Installation of HT & LT Capacitor bank in Submerged Arc Furnace. ? Effective use of waste char for Power Generation.
? Effective maintenance and daily monitoring of capacitor bank for improvement in power factor.
ii. Steps taken for UtilisingAlternate Source of Energy
??Installation of energy efficient light fittings in shop floor, offices and other areas. ??Replacement of old motors with energy efficient motors.
iii. Capital investment on energy conservation equipment
The Company proposes to install solar power equipments like night lighting systems and solar power pump sets to save on energy costs.
B) Technology Absorption i. Efforts made towards technology absorption
The Company is continually updating the production processes through the latest technology.
ii. Benefits derived like product improvement,costreduction,product development or import substitution
Improvement in the quality of its products.
Improvement in the safe and environment friendly process.
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - NIL.
iv. Expenditure incurred on Research and Development
|d) Total R&D expenditure as a percentage of total turnover||NIL|
C) Foreign Exchange Earnings and Outgo i. Activities relating to export, initiative taken to increase exports, development of new export markets for the products & services and export plans:
The Company is actively exploring the export market and has taken various initiatives to export its products.
ii. Total Foreign Exchange used and earned: (Rs. in Lacs)
|1.||Foreign Exchange earned||630.71||6,103.10|
|2.||Foreign Exchange used||1329.26||4,719.80|
ANNEXURE - V FORM AOC 2 -T ARMS LENGTH BASIS
1. Details of Contracts or Arrangements orTransactions not
|Name(s) of the Related Party and Nature of Relationship||Nature of Contracts/ Arrangements/ Transactions||Duration of the Contracts/ Arrangements/ Transactions||Salient Terms of the Contracts or Arrangements or Transactions including the value, if any||Justification for entering into such Contracts or Arrangements or Transactions||Date(s) of Approval by the Board||Amount paid as Advances, if any||Date on which the Special Resolution was passed in General Meeting as required under First Proviso to Section 188|
2. Details of Material Contracts or ArrangementsorTransactionsat Arms Length Basis
|Name(s) of the Related Party and Nature of Relationship||Nature of Contracts/ Arrangements/ Transactions||Duration of the Contracts/ Arrangements/ Transactions||Salient Terms of the Contracts or Arrangements or Transactions including the value, if any||Date(s) of Approval by the Board||Amount paid as Advances, if any|