Prakash Steelage Ltd Directors Report.

To the Members

Prakash Steelage Limited

The Board of Directors presents the 28 th (Twenty-Eighth) Annual Report on the Business and Operations of your Company together with the Audited Financial Statements (Standalone) for the year ended 31st March, 2019.

FINANCIAL SUMMARY AND HIGHLIGHTS

The financial highlights of the Company (Standalone) for the year ended 31st March, 2019 are summarized below :

(Rs. in Lakhs)
Year Ended
Particulars 31.03.2019 31.03.2018
Total Revenue 6,530.08 4,930.17
Less: Expenses 4,028.07 4,556.80
Less: Depreciation 236.34 283.19
Profit / Loss Before Exceptional Item 2,265.67 90.18
Less : Exceptional Item 886.00 24,916.88
Profit / Loss Before Tax (PBT) 1,379.67 (24,826.70)
Less : Tax 5.39 (750.37)
Profit / (Loss) After Tax (PAT) 1,374.28 (24,076.33)

(Note : For the Financial Year ending 31st March, 2019 the accounts of the Company has note been consolidated as the Company has not received the Audited Accounts of Tubacex Prakash India Private Limited for the Financial Year 2018-2019)

FINANCIAL PERFOMANCE / OVERVIEW

During the year under review, the total revenue for the year ended 31st March, 2019 is Rs. 6,530.08 Lakhs as compared to Rs. 4,930.17 Lakhs in the previous year on Standalone basis. The Companys total Profit stood at Rs. 1,374.28 Lakhs as compared to previous years loss of Rs. (24,076.33) Lakhs. Further, due to the meltdown in the prices of nickel, chromium, molybdenum and unfavorable market for steel industry, which had a pressure on the realisability of our receivable, stock and selling prices.

The Companys loan account is been classified as NPA by the consortium of banks, The Company has submitted its proposal to the consortium banks towards settlement of its borrowing through the Assets Reconstruction Company (ARC) route. This proposal is under active consideration by the consortium banks.

SHARE CAPITAL

The paid up share capital of the Company as on 31st March, 2019 stood at Rs.17.50 Crores comprising of 17,50,00,390 Equity Shares of Re.1/- each.

During the year under review, the Company has not issued shares or convertible securities or shares without differential voting rights nor has granted any employee stock options or sweat equity shares.

As on 31st March, 2019, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the Financial Year 2018–19 on account of the accumulated losses. Further, your Company has not transferred any amount to its reserves for the Financial Year 2018–19.

DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE

The Company has prepared its Standalone Financial Statements for the Financial Year ended 31st March, 2019, as prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

The Company has not received the Audited Accounts for the Financial Year 2018-19 in respect of Tubacex Prakash India Private Limited ("the Associate Company"). For the purpose of valuation, the unaudited accounts for the Financial Year 2018-19 of the Associate Company have been considered.

The salient features of the financial statements of Companys associate company are given in Annexure I which forms part of this report.

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

The Company has in place adequate internal financial control with reference to financial statements, some of which are outlined below.

Your Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS") as amended by the Companies (Indian Accounting Standards) Rules, 2016, The Companies (Indian Accounting Standards) Rules, 2017 and that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 2013, to the extent applicable. These are in accordance with Generally Accepted Accounting Principles (GAAP) in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary. Internal Auditors have been appointed which report on quarterly basis on the operations of the Company. The observations, if any, of the Internal Auditors, are resolved to their satisfaction and are implemented across all the sites.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT – 9 in accordance with Section 92(3) & 134(3) (a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is annexed as Annexure II which forms an integral part of this Report and is also available on the Companys website viz. www.prakashsteelage.com.

NUMBER OF MEETINGS

a) Board of Directors

The Board of Directors met Four (4) times in the Financial Year. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of the Annual Report. The intervening gap between the two (2) meetings did not exceed 120 days in accordance with the provisions of the Companies Act, 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, hereinafter referred to as "SEBI (LODR)".

b) Audit Committee

During the year, Four (4) Audit Committee Meetings were convened and held. The details pertaining to composition of Audit Committee and the attendance of the Audit Committee members are provided in the Corporate Governance Report, which forms part of the Annual Report. The intervening gap between the two (2) meetings did not exceed 120 days in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

c) Nomination & Remuneration Committee

During the year, Two (2) Nomination and Remuneration Committee Meetings were convened and held. The details pertaining to composition of Nomination and Remuneration Committee and the attendance of the Nomination and Remuneration Committee members are provided in the Corporate Governance Report, which forms part of the Annual Report.

d) Stakeholders Relationship Committee

During the year, One (1) Stakeholders Relationship Committee meeting was -convened and held. The details pertaining to composition of Stakeholders Relationship Committee and the attendance of the Stakeholders Relationship Committee members are provided in the Corporate Governance Report, which forms part of the Annual Report.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

Pursuant to Section 149(8) and in terms of requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (LODR) a separate meeting of Independent Directors was held on 12th February, 2019 to review the performance of Non- Independent Directors, the entire Board and quality, quantity and timelines of the flow of information between the Management and the Board.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with Section 134(3) (c) of the Companies Act, 2013, the Board of Directors confirm that:

(a) the preparation of the annual accounts of the Company for the year ended 31 st March, 2019, the applicable accounting standards have been followed, along with proper explanation relating to material departures, if any;

(b) the accounting policies as mentioned in the notes to the Financial Statements for the year ended 31st March, 2019 have been selected and applied consistently and made judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 st March, 2019 and of the profit of the Company for the year ended as on that date;

(c) 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 irregularities;

(d) the annual financial statements for the year ended 31 st March, 2019 have been prepared on a going concern basis;

(e) the internal financial controls laid down by the company are being followed and such internal financial controls are adequate and are operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

DETAILS OF FRAUD REPORTED BY AUDITOR

During the year under review, there were no frauds reported by the Auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors viz., Mr. A. Prakashchandra Hegde, Mr.Himanshu J. Thaker and Ms. Neetta K. Bokaria confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25(8) of the SEBI (LODR).

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION

The Board, on the basis of the criteria/manner as recommended by the Nomination & Remuneration Committee of the Board of Directors, evaluates the performance of the Directors pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 framed thereunder along with the corporate governance requirements as laid down by Securities Exchange Board of India ("SEBI") under "SEBI (Listing Obligation & Disclosure Requirements)"Regulations, 2015 herein after referred to as the "SEBI (LODR)".

The performance of the Board and its Committees is evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria as recommended by Nomination & Remuneration Committee of the Board of Directors such as adequacy of the composition of the Board, its Committees, Board culture, execution, effectiveness of board processes, performance and functioning of specific duties, obligations, governance, etc. in accordance with the provisions of Section 134 (3)(p) of the Companies Act, 2013 read with rule 8(4) of the Companies (Accounts) Rules, 2014 framed there under and the "SEBI (LODR)".

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman is evaluated, taking into account the views of Executive Directors and Non-Executive Directors and also assessed the flow of information between the Management and the Board to effectively and reasonably perform their duties. The same is discussed in the Board Meeting that follows the meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors is also discussed in accordance with the requirement of Regulation 25(3) &(4) of the "SEBI (LODR)".

A brief extract of the Remuneration Policy on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management is provided as Annexure –III to this Annual Report.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of the "SEBI (LODR)" the Company prepared and pursued the Familiarization Programmes for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The Familiarisation Programme for Independent Directors of the Company is hosted on Companys website (www.prakashsteelage.com) during the year under review.

STATUTORY AUDITORS

At the 27th Annual General Meeting of the Company held on 28th September, 2018, M/s. Pipara & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No. 107929W/W-100219) were appointed as the Statutory Auditors of the Company for a period of 5(five) years to hold office from conclusion of the 27thAnnual General Meeting of the Company till the conclusion of the 32ndAnnual General Meeting of the Company to be held for the Financial Year 2022-2023.

They have confirmed that they are not disqualified from continuing as Auditors of the Company.

AUDITORS REPORT

The management reply on the auditors qualifications is as under:-

Statement on Impact of Audit Qualifications

Statement on Impact of Audit Qualifications for the Financial Year ended 31st March, 2019 [See Regulation 33/52 of the SEBI (LODR) (Amendment) Regulations, 2016]

(Rs. in Lakhs)
I. Sl. No. Particulars Audited Figures (as reported before adjusting for qualifications) Adusted Figures (audited figures after adjusting for qualifications)
1. Turnover / Total Income 6,530.08 6,530.08
2. Total Expenditure 5,150.41 5,150.41
3. Net Profit / (Loss) 1,379.67 1,379.67
4. Earning Per Share (Re.) 0.79 0.79
5. Total Assets 5,275.25 5,275.25
6. Total Liabilities 5,275.25 5,275.25
7. Net Worth (26,809.51) (26,809.51)
8. Any other financial item(s) (as felt appropriate by the management) - -

II. Audit Qualification:

A. Details of Audit Qualification: The account of the Company with its Consortium Banks has turned Non Performing Asset on various dates in the previous Financial Years. In view of uncertainty the Company has not also provided interest including penal interest and other dues for the year ended March, 2019 on borrowings, to the extent the same have remained unpaid. The impact of the same on the loss for the year and its consequent effect on the Liabilities and Reserve & Surplus is not ascertainable.

B. Type of Audit Qualification: Qualified Opinion

C. Frequency of qualification: Appeared third time.

D. Managements View: Due to adverse condition in steel industries on account of drastic fall in the prices of steel, the Company has been suffering losses since couple of years which is impacting the net worth of the Company. Loan account had been classified as NPA by the consortium of the banks and Company is not generating revenue to service the loans. Hence, in view of uncertainty, the Company has not provided interest including penal interest and other dues for the year on borrowings; to the extent the same have remained unpaid.

III. Audit Qualification:

A. Details of Audit Qualification: The Company has accumulated losses resulting in erosion of Net Worth. These conditions cast serious doubt about the companys ability to continue as a going concern.

However, the statement of audited financial results of the Company has been prepared on a going concern basis.

B. Type of Audit Qualification: Qualified Opinion

C. Frequency of qualification: Appeared Second time

D Managements View: The erosion of net worth of the Company should not be constituted as doubt on the continuity of the Company as going concern. The steel industries in on the revival path. The Company is in the process of coming out of the crisis through business restructuring and financial arrangement.

Emphasis of Matter by Auditor and Management reply on that as follows :

I. Note no. 35 of Ind AS Financial Statement starting that the Company has unfavorable market condition for steel industry, which has resulted in pressure on the realization of receivable, stock and selling price.

Management Reply: with respect to the provision made by the Company stipulated by Statutory Auditor as Emphasis of Matter, Due to unfavorable market for steel industry there has been pressure on the realisability of receivables, stocks and selling prices, which has resulted into operational losses during the year ended 31st March, 2019.

II. Note no. 36 of Ind. AS Financial Statement stating that the company has submitted is proposal to the consortium banks towards settlement of its borrowing through the Assets Reconstruction Company (ARC) route. This proposal is under the active consideration by the consortium banks. Meanwhile, the bankers have taken symbolic possession of the collaterals of the company comprising of the factory land, factory building, office building and Plant and Machinery located at Silvasa.

Management Reply: with respect to the provision made by the Company stipulated by Statutory Auditor as Emphasis of Matter, the company has submitted its proposal to the consortium banks towards settlement of its borrowing through the Assets Reconstruction Company (ARC) route. This proposal is under active consideration by the consortium banks. Meanwhile the bankers have taken symbolic possession of the collaterals of the company comprising of factory land, factory building, office building and plant and machinery located at Silvasa.

III. Note No. 38 of Ind AS Financial Statement stating that some of the balances of Trade Receivables, Deposits, Loans and Advances, Advances received from customers Liability for expenses and Trade payable are subject to confirmation from the respective parties and consequential reconciliation/adjustment arising there from, if any.

Management Reply: with respect to the provision made by the Company stipulated by Statutory Auditor as Emphasis of Matter, the balances of Trade Receivables, Deposits, Loans & Advances, Advances received from customers, Liability for expenses and Trade Payables are subject to confirmation from the respective parties and consequential reconciliation/adjustment arising there from.

COST AUDITORS

Your Company had received a consent letter from M/s. Amish Parmar & Associates, Cost Accountants, as a Cost Auditors of your Company dated 15th May, 2019; to continue as the Cost Auditor of the Company for the Financial Year 2019-20.

The Board, on the recommendations made by the Audit Committee, in their meeting held on 25th May, 2019, has approved their appointment as Cost Auditor of the Company, in accordance with the Section 148(3) of the Companies Act, 2013 read with Rule 14 (a) (i) of the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013.

The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs.50,000/- plus applicable Taxes and out of pocket expenses, if any. Necessary resolution seeking your ratification for the proposed remuneration to be paid to the Cost Auditors has been included in the notice of the Annual General Meeting.

INTERNAL AUDITORS

Your Company had received the consent letter from M/s. Luniya & Co., Chartered Accountants, Mumbai (Firm Registration No. 129787W) dated 16th May, 2019, to act as an Internal Auditors of the Company for the Financial Year 2019-20 pursuant to the provisions of Section 138 of the Companies Act, 2013read with Rule 13 (1) (a)of Companies (Accounts) Rules, 2014. They have also confirmed their eligibility and willingness to act as Internal Auditors of the Company pursuant to the provisions of the Companies Act, 2013 read with rules framed thereunder.

SECRETARIAL AUDITORS

M/s. S. Anantha & Ved LLP, (LLP IN: AAH-8229) Practicing Company Secretary, were appointed as the Secretarial Auditors of the Company, to conduct Secretarial Audit for the year under review, pursuant to the provisions of Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the year under review is annexed as Annexure IV to this report.

Necessary explanation to the observations made in the Secretarial Audit Report is given below:

• There are some delays in filing e-forms of the Company with MCA. The Board has directed the management to take care of the same & to avoid the delay in future.

• The Company has not received the Audited Accounts of Tubacex Prakash India Private Limited for the Financial Year 2018-19, so the accounts of the Company has not been consolidated.

• Due to adverse condition in steel industries on account of drastic fall in the prices of steel, the Company has been suffering losses since couple of years which is impacting the net worth of the Company. Loan account had been classified as NPA by the consortium of the banks and Company is not generating revenue to service the loans. Hence in view of uncertainty the Company has not provided interest including penal interest and other dues for the year on borrowings, to the extent the same have remained unpaid.

• The erosion of net worth of the Company should not be constituted as doubt on the continuity of the Company as going concern. The steel industries in on the revival path. The Company is in the process of coming out of the crisis through business restructuring and financial arrangement.

• Though the Company transferred the unpaid/ unclaimed dividend of the Financial Year 2010-11, the underlying relevant shares could not be transferred to the IEPF Account, due to certain difficulties faced in retrieving the data.

The same is now sorted out and necessary actions have been initiated to transfer the underlying shares by October 15, 2019. Henceforth, the Board has ensured that pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, all equity shares of the Company on which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred by the Company to Investor Education and Protection Fund ("IEPF").

• With respect to delayed payments to those MSME, the Company has made provision for interest on such delayed payments and initiated necessary steps to make payment within stipulated time in future.

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

Details of Loans, Guarantees and investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014are given in the Note no. 04 to the Standalone Financial Statements of the Company for the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB- SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

All contract(s) / arrangement(s) /transaction(s) entered into by the Company with its related parties are in compliance with the provisions of Section 188 (1) of the Companies Act, 2013 read with Rules 6 A & 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of SEBI (LODR) Regulations, 2015.

There are no materially significant Related Party Transactions entered into by the Company with promoters, Directors, Key managerial Personnel, which may have potential conflict with the interest of the Company at large.

Accordingly, Form AOC-2 prescribed under the provisions of Section 134(3) (h) of the Companies Act, 2013 read with the Rule 8(2) of the Companies (Accounts) Rules, 2014, for discloser of details of Related Party Transaction, which are "not at arms length basis" and which are "Material and at arms length basis" is not provided as an annexure of the Boards Report.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and/or entered in the ordinary course of business and are at arms length.

Your Company has formulated a Policy on Related Party Transactions which is also available on Companys website at www.prakashsteelage.com.

The Policy intends to ensure that proper reporting approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

The particulars of every contract(s) or arrangements entered into by the Company with related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto given as per point 31 of notes which forms part to financial statement which is provided in this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT AS STIPULATED UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company between the end of the Financial Year as on March 31, 2019 of the Company and date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOAS STIPULATED UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES, 2014

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

RISK MANAGEMENT

The Company has in place a Risk Management System with the Objective to formalize the process of Identification of Potential risk and adopt appropriate risk mitigation measures through a risk management structure which takes care of risk identification, assessment and mitigation. This system is a step by the Company towards strengthening the existing internal controls and updating the same as may be required from time to time. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of this Report.

Further, the Board has dissolved Risk Management Committee w.e.f. 12th November, 2018 as per Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 amended on 9th May, 2018 which specifies that the Constitution of Risk Management Committee is Mandatory for top 500 Listed Companies.

CORPORATE SOCIAL RESPONSIBILITY ("CSR") INITIATIVES

The brief outline of the Corporate Social Responsibility ("CSR") Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Details with respect to the composition and scope of the CSR Committee are provided in the Corporate Governance Section which forms part of this Annual Report. The Company has accumulated losses and is not liable to incur any expenditure towards CSR.

The CSR Policy of the Company framed under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is available on the website of the Company (www.prakashsteelage.com).

DEPOSITS

The Company has not accepted any Deposit from public during the year under review within the meaning of the provisions of Section 73 of the Companies Act, 2013 read with Chapter V of the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Further, in accordance with the provisions of Section 152(6)(d) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, Mr. Hemant P. Kanugo(DIN: 00309894), Whole Time Director of the Company, will retire by rotation at the ensuing 28thAnnual General Meeting and being eligible for re-appointment, has offered himself for re-appointment. Necessary resolution for his appointment also forms part of the Notice for the ensuing 28th Annual General Meeting of the Company.

Mr. A. Prakashchandra Hegde (DIN: 02266510) & Mr. Himanshu J. Thaker (DIN: 02325297) had been appointed as Independent Directors to hold office from 30th March, 2014 up to 31st March, 2019. Your Board of Directors has reappointed them as Additional (Independent) Directors of the Company in terms of Section 149 of the Act, and subject to approval of the members by Special Resolution for second term of (5) Five consecutive years with effect from 1st April, 2019 up to 31st March, 2024, with the period of office not liable to be determined by retirement of Directors by rotation.

In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the Company at the time of appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1) (b) of the LODR 2015.

During the year under review, the Company has appointed Mr. Prakash C. Kanugo, Chairman and Managing Director and Mr. Hemant P. Kanugo as Whole-time Director.

The Board of Directors at their meeting held on 13th August, 2019, has proposed the nomination of Mr. Ashok M. Seth, as Executive Director (Whole-time Director) of Tubacex Prakash India Private Limited, a Joint Venture Company between Prakash Steelage Limited and Tubacex. Accordingly Mr. Ashok M. Seth has tendered his resignation as CFO and Whole-time Director of the Company. Mr. Ashok M. Seth is continuing on the Board of Directors of the Company only as a Director w.e.f. 13th August, 2019 (closure of working hours). Mr. Hemant P. Kanugo, the Whole-time Director has been given redesignated as Whole-time Director & CFO.

During the year under review, Ms. Shikha A. Mishra has resigned from the designation of Company Secretary & Compliance Officer of the Company on 23rd April, 2019.

Further, on the recommendation of the Nomination and Remuneration Committee and approval of Board in their meeting held on 25th May, 2019 of the Company, Ms. Leela S. Bisht, has been appointed as the Company Secretary & Compliance Officer of the Company subject to the allotment of Membership Number by ICSI. Till the period she will holding a position of Assistant Company Secretary of the Company.

As required under the provisions of the Companies Act, 2013 and Regulation 36(3) of the SEBI (LODR) Regulations, 2015, brief resume and other details of Director being re-appointed are provided as Annexure – A to the Notice of the ensuing 28thAnnual General Meeting of the Company.

In accordance with Section 2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company: 1.Mr. Prakash C. Kanugo, Chairman & Managing Director; 2.Mr. Ashok M. Seth, Whole-Time Director & Chief Financial Officer.*

* Mr. Ashok M. Seth has resigned from the designation of Executive Director & Chief Financial Officer and appointed as Non-Executive Director w.e.f. 13th August, 2019 (closure of working hours.)

Mr. Hemant P. Kanugo, Whole time Director has been appointed as a Chief Financial Officer of the Company w.e.f. 13th August, 2019 (Closure of working hours) & "re-designated as Executive Director & Chief Financial officer" for the remaining term of his office of Whole-time Director i.e up to30 September, 2023.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

Pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Companys future operations.

INTERNAL FINANCIAL CONTROL SYSTEMS

Your Company has an effective internal control and risk mitigation system, which is constantly assessed and strengthened with new / revised standard operating procedures pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014 and Regulation 18(3) of SEBI (LODR) Regulations, 2015.

The Company had entrusted the internal audit to M/s. Luniya & Co., Chartered Accountants, Mumbai (Firm Registration No. 129787W). However, the initial objective of the internal audit process is to test and review of controls, independent appraisal of risks, business process and bench marking internal controls with best practices.

The Audit Committee of the Board of Directors actively reviews, the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them.

The Company has a robust Management Information System, which is an integral part of the control mechanism.

The members of Audit Committee and Statutory Auditors are periodically apprised of the Internal Audit findings and corrective action taken. Internal audit plays a key role in providing assurance to the Board of Directors.

COMPOSITION OF THE COMMITTEES
Audit Committee 1. Mr. A. Prakashchandra Hegde (Chairman)
2. Mr. Himanshu J. Thaker (Member)
3. Mr. Ashok M. Seth (Member)
4. Mrs. Neetta K. Bokaria (Member)
Nomination & Remuneration Committee 1. Mr. Himanshu J. Thaker (Chairman)
2. Mr. A. Prakashchandra Hegde (Member)
3. Mrs. Neetta K. Bokaria (Member)
Stakeholders Relationship Committee 1. Mr. A. Prakashchandra Hegde (Chairman)
2. Mr. Himanshu J. Thaker (Member)
3. Mr. Ashok M. Seth (Member)
Corporate Social Responsibility Committee 1. Mr. A. Prakashchandra Hegde (Chairman)
2. Mr. Ashok M. Seth (Member)
3. Mr. Hemant P. Kanugo (Member)
* Risk Management Committee 1. Mr. Ashok M. Seth (Chairman)
2. Mr. Prakash C. Kanugo (Member)
3. Mr. Hemant P. Kanugo (Member)
Executive Committee 1. Mr. Prakash C. Kanugo (Chairman)
2. Mr. Ashok M. Seth (Member)
3. Mr. Hemant P. Kanugo (Member)

* Dissolved w.e.f. 12th November, 2018.

The brief details with respect to the constitution, meetings, scope and functions of the above mentioned Committees of the Company have been provided in Corporate Governance section forming part of this Annual Report.

VIGIL MECHANISM UNDER WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of "SEBI (LODR)", the Board of Directors has on recommendation of its Audit Committee, adopted Whistle Blower Policy" at their meeting held on 29th May, 2014 for Directors and Employees of the Company, to report concerns about unethical behavior, actual or suspected fraud or violation of your Companys Code of Conduct and to voice genuine concerns or grievances about unprofessional conduct without fear of reprisal. Adequate safeguards are provided against victimization to those who avail of the mechanism and direct access to the Chairman of the Audit Committee in exceptional cases is provided to them.

None of the personnel of the Company has been denied access to the Audit Committee of the Board of Directors of the Company. The said policy is hosted on the website of the Company (www.prakashsteelage.com).

PARTICULARS OF EMPLOYEES AS PER SECTION 197(12) & RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Details of employee remuneration as required under provisions of Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure VII to the Report.

The details of top ten employees of the Company is annexed as Annexure VII-A to this Report.

None of the Employee has drawn the remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e)& 34(3) of the "SEBI (LODR)"is presented in a separate section forming part of this Report.

CORPORATE GOVERNANCE

Your Company is committed to follow the best practices of Corporate Governance, including the requirements under the "SEBI (LODR)" and the Board is responsible to ensure the same, from time to time.

The Company has duly complied with the Corporate Governance requirements as set out under Regulation 34(3) and Schedule V of the "SEBI (LODR)", from time to time and the Secretarial Auditors of the Company viz. M/s. S. Anantha & Ved LLP, Company Secretaries, have con3rmed vide certificate dated 13th August, 2019 that the Company is and has been compliant with the conditions stipulated in the Regulation 34(3) and Schedule V of the "SEBI (LODR)".

The said certificate is annexed to this report as Annexure-VIII. Further, a separate report on Corporate Governance forms part of this Annual Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has formulated a Policy known as "The Anti – Sexual Harassment Policy" ("Policy") which aims to provide a safe working environment and prohibits any form of sexual harassment. This policy intends to prohibit occurrences of any form of sexual harassment and also details procedures to follow when an employee believes that a violation of the policy has occurred within the ambit of all applicable regulations regarding Sexual harassment. The said policy is hosted on the website of the Company (www.prakashsteelage.com).

In line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Board has constituted an Internal Complaints Committee ("ICC") to redress the complaints received regarding sexual harassment. All employees (whether permanent, contractual, temporary, trainee) are covered under this policy.

Pursuant to the requirements under Chapter VIII – Miscellaneous vide Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, that the Company has not received any complaint of sexual harassment during the year under review. Further, the Company conducts awareness programme at regular interval of time.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with the provisions of applicable Secretarial Standards issued by ICSI.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the financial year under review, there has been no change in the business of the Company or in the nature of business carried by the Company.

ACKNOWLEDGEMENTS

Your Directors wish to take the opportunity to place on record their sincere appreciation and gratitude to Stock Exchanges, Shareholders, Banks, Government Authorities, Business Associates and other Stakeholders for their continuous support. The Board also recognizes the contribution of its valued customers for the Significant growth of the Company and takes this opportunity to pledge the Companys commitment to serve them better.

Your Directors wish to convey their appreciation for the Senior Leadership Team and all the Employees of the Company for their enormous efforts at the individual level as well as their collective contribution for the successful performance of the Company.

For and on Behalf of the Board of Directors
Prakash Steelage Limited
Sd/-
Prakash C. Kanugo
Date : 13th August, 2019 Chairman & Managing Director
Place : Mumbai DIN: 00286366