OCL Iron & Steel Ltd Directors Report.

TO,

THE MEMBERS,

OCL IRON AND STEEL LIMITED.

The Board of Directors are pleased to present the Companys Fourteenth (14th) Annual Report on the business and operations of your Company along with the standalone and consolidated financial statements for the financial year ended March 31, 2019.

FINANCIAL RESULTS

The standalone and consolidated financial statements for the financial year ended March 31, 2019, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

Key highlights of financial performance of your Company for the financial year 2018-19 are provided below:

in Rupees lakhs except per equity share data

Particulars

Standalone

Consolidated

Year Ended 30.03.2019 Year Ended 30.03.2018 Year Ended 30.03.2019 Year Ended 30.03.2018
Revenue
Revenue from Operations (Net of Taxes) 47106.69 41446.19 47106.69 41446.19
Other Income 142.32 457.26 142.32 503.09
Total Income from Operations 47249.02 41903.45 47249.02 41949.28
Expenses
a) Cost of material consumed 38719.66 40739.27 38719.66 40739.27
b) Changes in inventories of finished goods, work in progress and stock in trade (689.30) (1017.00) (689.30) (1017.00)
c) Employee Benefit Expenses 2122.50 2176.24 2122.50 2225.20
d) Finance Cost 21479.31 15711.03 21479.31 16750.24
e) Depreciation & Amortization Expense 9153.39 9071.52 9153.62 9827.81
f) Other Expenses 6891.89 7632.53 11392.65 7790.92
Total Expenses 77677.45 74313.59 82178.44 76316.43
Profit/(Loss) from before exceptional items and tax (30428.43) (32410.14) (34929.42) (34367.16)
Exceptional Items (4797.42) - (4797.42) -
Profit/(Loss) before tax (25631.01) (32410.14) (30132.00) (34367.16)
Tax Expenses (9297.76) (6924.95) (9297.76) (7036.28)
Net Profit/(Loss) from ordinary activities after tax (16333.25) (25485.19) (20834.24) (27330.88)
Other Comprehensive Income (net of tax) 2.68 29.10 2.68 31.87
Total Comprehensive Income (after tax) (16330.58) (25456.09) (20831.56) (27299.01)
Income attributable to the consolidated group
a) To Equity holders (16330.58) (25456.09) (20831.56) (27299.01)
b) To non controlling interest - - - (3.91)
Paid up equity share capital (Face Value of Re. 1 each) 1341.43 1341.43 1341.43 1341.43
Reserves excluding Revaluation Reserves as per balance sheet of previous accounting year

-

(15145.03)

-

(27853.32)
Earnings per Share (not annualised)
a) Basic (12.18) (19.00) (15.53) (20.37)
b) Diluted (12.18) (19.00) (15.53) (20.37)

PERFORMANCE REVIEW

> STANDALONE

During the year under review, the Company earned revenue from operations amounting to Rs. 47.106.69 lakh as compared to Rs. 41,446.19 lakhs in the previous year. Loss after Tax stood at Rs. 16,333.25 lakhs as against Loss after Tax of Rs. 25,485.19 lakhs in the previous year.

> CONSOLIDATED

During the year under review, the Company earned revenue from operations amounting to Rs. 47.106.69 as compared to Rs. 41,446.19 lakhs in the previous year. Loss after Tax stood at Rs. 20,834.24 lakhs as against Loss after Tax of Rs. 27,330.88 lakhs in the previous year.

CONSOLIDATED FINANCIAL STATEMENT

In pursuance of the provision of Section 129 (3) of Companies Act, 2013, a company has one or more subsidiaries or associate companies, it shall, in addition to standalone financial statements, prepares a consolidated financial statement of the company and of all the subsidiaries and associate companies in the same form and manner as that of its own and in accordance with applicable accounting standards, which shall also be laid before the annual general meeting of the company along with the laying of its financial statement. Your Company has Subsidiaries and associate company (Joint Venture) and consolidation of the same is mandatory as per the Companies (Amendment) Act, 2017.

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements as prepared in compliance with the Companies Act, 2013, applicable Accounting Standards and SEBI Listing Regulations, 2015 as prescribed by SEBI is provided in the Annual Report. In accordance with Section 129 of the Companies Act, 2013, Consolidated Financial Statements are attached and form part of the Annual Report and the same shall be laid before the ensuing Annual General Meeting along with the Financial Statements of the Company.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report

DIVIDEND

In view of losses incurred during the year under review the Board of Directors has not recommended any dividend for the financial year ended March 31, 2019.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

As per Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, all the shares in respect to which dividend has remained unclaimed/unpaid for a period of seven Consecutive year or more are required to transfer in the name of IEPF, but the company is not required to be transferred any amount to the IEPF established by the Central Government as the company has not declared any dividend for any financial year.

SHARE CAPITAL

During the year under review, there is no change in the Authorized share capital and Paid up share capital of the Company.

STATE OF COMPANYS AFFAIRS

The state of affairs of the Company is presented as part of the Management Discussion and Analysis (MDA) Report forming part of the Annual Report.

There has been no change in the business of the Company during the financial year ended 31st March, 2019.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with Regulations 17 to 27 read with schedule V of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report on Corporate Governance, the Report on Management Discussion and Analysis and the requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance are provided in a separate section which forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2019, the applicable Accounting Standards have been followed and there are no material departures from the same;

b) the Directors 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 as at 31st March 2019 and of the profit/ loss of the Company for that period;

c) the Directors have taken proper and sufficient care 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 irregularities;

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

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

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

SUBSIDIARIES AND ASSOCIATES

In accordance with proviso to sub-section (3) of Section 129 of the Companies Act 2013, a statement containing salient features of the financial statements of the Companys subsidiaries and associate and the report on their performance and financial position in Form AOC-1 is annexed as Annexure-I forming part of the Annual Report, which covers the financial position of subsidiaries and Associate Company.

In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its audited standalone and the consolidated financial statements has been placed on the website of the Company. (URL: http://www.oclsteel.in/ investors.php)

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board has following Changes under review period:

S.No. Name Of Director Designation Appointment Resignation
1 Mr. Birendra Jee Managing Director - 26/05/2018
2 Ms. Khushboo Chugh Company Secretary 02/08/2017 17/07/2018
3 Ms. Isha Sablok Company Secretary 17/11/2018 30/04/2019
4 Mr. Bhawani Prasad Mishra Managing Director 26/05/2018 _
5 M r. Rambabu Si ng h Tomar Director 06/07/2018 -
6 Mr. Kamdev Behera Chief Financial Officer 26/05/2018 -
7 Ms. Nirmala Kujur Director 25/02/2019 -
8 Ms. Anuja Jain Company Secretary 03/06/2019 -

The Board appreciates efforts and contribution towards the growth of the Company during the tenure of the Directors who had resigned during the reviewed period.

Retire by Rotation on the Board of Directors of the Company:

In accordance with the provisions of Section 152 the Companies Act, 2013 and the Article of Association of the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Mahesh Chand Agrawal (DIN-07554315) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 regarding Mr. Mahesh Chand Agrawal (DIN-07554315) are provided in the Notice of the 14th Annual General Meeting. The Board recommends his re-appointment.

Independent Directors:

All the Independent Directors of the Company have given requisite declarations that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulations 16 & 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

During the review period, Key Managerial Personnel (KMPs) of the Company as per Section 2(51) and section 203 of the Companies Act, 2013 are as follows:

1. Mr. Bhawani Prasad Mishra^ Managing Director
2. Mr. Birendra Jee^^ Managing Director
3. Mr. Kamadev Behera Chief Financial Officer
4. Ms. Isha Sablok* Company Secretary
5. Ms. Anuja Jain** Company Secretary

^Mr. Bhawani Prasad Mishra appointed as Managing Director with effect from May 26, 2018.

AAMr. Birendra Jee resigned from the post of Managing Director with effect from May 26, 2018.

*Ms. Isha Sablok appointed for the post of Company Secretary with effect from 17 November, 2018 and resigned from the post of Company Secretary with effect from 30 April, 2019.

**Ms. Anuja Jain Appointed for the post of Company Secretary with effect from June 03, 2019.

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Director in accordance with Section 149 (7) of the Companies Act, 2013, that he/she meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

BOARD MEETINGS

The Board met 10 (Ten) times during the year, the details of which are provided 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

BOARD EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The Board evaluated the effectiveness of its functioning and that of the committees and of individual Directors by seeking their inputs on various aspects of Board/Committee governance such as the Board composition and structure, effectiveness of board processes, active participation and contribution of directors in the Board/Committee meetings and the fulfilment of Directors obligation and their fiduciary responsibilities.

Further, the Independent Directors at their meeting, reviewed the performance of the Board, Chairman of the Board and of Non Executive Directors. The meeting also reviewed the coordination between the Company management and the Board which is required for the Board to effectively and reasonably perform their duties.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the internal audit function reports to the Chairman of the Audit Committee and all significant audit observations and corrective actions are presented to the Committee.

STATUTORY AUDITORS AND AUDITORS REPORT

During the period under review, M/s. A. C. Gupta & Associates, Chartered Accountants, has resigned as Statutory Auditors of the Company. Consequently, the Board of Directors had approached M/s Arora & Choudhary Associates, (Firm Registration No.003870N), Chartered Accountants, to act as the Statutory Auditors of the Company to fill up casual vacancy caused due to the resignation of M/s. A. C. Gupta & Associates. The Board of Directors recommended Appointment of M/s Arora & Choudhary Associates, Chartered Accountants as Statutory Auditors of the Company for the Financial Year 2018-2019 and the same has approved their re-appointment till the ensuring Annual General Meeting (i.e. 14th AGM) by Members.

The proposal for their re-appointment is included in the notice for Annual General Meeting sent herewith.

The Company has received a consent letter from the statutory auditors for their appointment, and a certificate from them that their re-appointment, if made, shall be in accordance with the conditions as prescribed under the Companies Act, 2013 and that they are not disqualified for appointment.

The Auditors Report does not contain any qualifications, reservations or adverse remarks. The Report is attached hereto and is self-explanatory requiring no further elucidation.

There is no fraud in the Company during the financial statements ended 31st March,2019, this is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial statements ended 31st March,2019.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s K. Rahul & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR 3 for the Financial Year ended March 31, 2019 is annexed as Annexure II to the Report. The observations of Secretarial Auditor of the Company are put in their Report for the Financial Year ended March 31, 2019 are self explanatory.

SECRETARIAL COMPALIANCE REPORT

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s K. Rahul & Associates, Company Secretaries in practice has given the Secretarial Compliance Report of the Company for the financial year 2018-19. The Report of the Secretarial Compliance in prescribed format for the period ended March 31, 2019 is annexed as Annexure III to the Report.

COST AUDITORS

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment and remuneration of Mr. Yash Pal Sardana (Membership No. 17996), a Practicing Cost Accountant as the Cost Auditor of the Company for the year ending 31 March, 2019. The remuneration of the cost auditor is subject to ratification by the members of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Disclosure on particulars relating to loans, guarantees or investments under section 186 of the Companies Act, 2013 have been provided as part of the financial statements.

TRANSACTIONS WITH RELATED PARTIES

In accordance with Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC- 2 are attached as Annexure IV to this Report.

EXTRACT OF ANNUAL RETURN

In terms of Section 134(3) (a) of the Companies Act, 2013 read with Rule 12(1) of Companies (Management & Administration) Rules, 2014, the extract of Annual Return of the Company in Form MGT-9 is attached as Annexure V to this Report. Annual Report is also available on the website on the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are attached as Annexure VI to this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the Company is given separately, under head "Management Discussion and Analysis Report" & forms part of this report.

DISCLOSURE REQUIREMENTS

Details of the Familiarization Programme of the independent directors are available on the website of the Company (http://www.oclsteel.in/investors.php). Policy on dealing related party transactions is available on the website of the Company (http://www.oclsteel.in/investors.php).

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and as per SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 (URLhttp://www.oclsteel.in/ investors.php)

COMMITTEES OF THE BOARD

The Companys Board has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The details of the membership and attendance at the meetings of the above Committees of the board are provided in the Corporate Governance section of the annual report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to Section 134(3) & 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the Board has framed a policy for selection and appointment of Directors and senior management personnel, which inter alia includes the criteria for determining qualifications, positive attributes and independence of a Director(s)/Key managerial personnel and their remuneration. Details of the policy on appointment and remuneration are available on the website of the Company (URL: http://www.oclsteel.in/investors.php)

CORPORATE SOCIAL RESPONSIBILITY

A brief outline of the Corporate Social Responsibility Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure VII of this report as per the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The composition of CSR committee and other related details are provided in the Corporate Governance section, forming part of this Report. The policy is available on the website of the Company. (URL: http://www.oclsteel.in/investors.php)

AUDIT COMMITTEE

The Audit Committee was re-constituted by the Board of Directors. The Composition of Audit Committee as on date is as follows:

NAME OF MEMBERS DESISGNATION
Mr. Sanjay Tiku Chairman
Mr. Mahesh Chand Agrawal^ Member
Mr. Bhawani Prasad Mishra Member
Mr. Rambabu Singh Tomar^^ Member

Further ^Mr. Mahesh Chand Agrawal Member of Audit Committee resigned from the committee of the Company with effect from December 15, 2018.

Mr. Rambabu Singh Tomar appointed in Audit committee with effect from December 15, 2018.

The Company Secretary of the Company is the secretary of the Committee. The Board of Directors has accepted all the recommendations of the Audit Committee.

VIGIL MECHANISM

The Company has in place a vigil mechanism in the form of Whistle Blower Policy. It aims at providing avenues for employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that they will be protected against victimization and for any whistle blowing conducted by them in good faith. The policy is intended to encourage and enable the employees of the Company to raise serious concerns within the organization rather than overlooking a problem or handling it externally.

The Company is committed to the highest possible standard of openness, probity and accountability. It contains safeguards to protect any person who uses the Vigil Mechanism by raising any concern in good faith. The Company protects the identity of the whistle blower if the whistle blower so desires, however the whistle blower needs to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process.

If circumstances so require, the employee can make a complaint directly to the Chairman of the Audit Committee. The Company also provides a platform to its employees for having direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Company Secretary is the Compliance Officer of the Vigil Mechanism Committee. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy. The details of elements of risk and mitigation measures are provided in the Management Discussion and Analysis section of the Annual Report.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company continues to follow a robust policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace. The Internal Committee was constituted as per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review, no case was reported. The Company continues to promote the cause of women colleagues, all-womens forum for experience sharing, creating awareness on womens safety/ related issues, celebrating important days dedicated to women and organizing workshops on gender sensitivity.

PARTICULARS OF EMPLOYEES

(a) The ratio of remuneration of each director to the median of employees remuneration as per Section 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 the Boards report Annexure - VIII.

(b) The Particulars of employees as required in terms of the provisions of Section 197 read with Rules 5 (2)& (3) of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014 are also included in Annexure - VIII to this Report.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from public, members or employees under the Companies Act, 2013 and as such, no amount of principal or interest on public deposits was outstanding as on the date of balance sheet.

SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and Companys operations in future.

DEMATERIALISATION AND LISTING

The equity shares of the Company are admitted to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March 2019, 130713502 Equity Shares representing 97.44% of the Equity Share Capital of the Company are in dematerialized form. The Equity Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company with respect to its Equity Shares is INE 196J01019.

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited and are actively traded.

LISTING AT SOCK EXCHANGE

The Equity Shares of Company are listed on BSE Limited and the National Stock Exchange of India Limited and are actively traded. The Company has already paid the annual listing fee to the concerned Stock Exchanges for the year 2019-20.

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India, M/s S. Khurana & Associates, Company Secretaries, New Delhi, undertook the Reconciliation of Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.

The reconciliation of Share Capital Audit Report as submitted by M/s S. Khurana & Associates, Company Secretaries, New Delhi, on quarterly basis was forwarded to the BSE Limited and National Stock Exchange of India Limited where the Equity Shares of the Company are listed.

INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the workmen were highly cordial. Human resources initiatives such as skill up gradation, training, appropriate reward & recognition systems and productivity improvement were the key focus areas for development of the employees of the Company.

INVESTOR RELATIONS

Your Company always endeavours to promptly respond to members requests/grievances. Each and every issue raised by the members is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressed of investors grievances.

ACKNOWLEDGEMENT

Your Directors wish to place on record the sincere and dedicated efforts of all the employee of the Company. Your Directors also take this opportunity to offer their sincere thanks to the Financial Institutions, Banks and other Government Agencies, valued customers, investors and all the stakeholders for their continued support, co-operation and assistance.

BY ORDER OF THE BOARD
FOR OCL IRON AND STEEL LIMITED
Sd/-
Place : New Delhi, India Sanjay Tiku
Dated : September 05, 2019 Chairman
DIN:00300566