Sathavahana Ispat Ltd Directors Report.

To

The Members,

SATHAVAHANA ISPAT LIMITED,

Your Board of Directors has pleasure in presenting the 30th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2019:

FINANCIAL RESULTS:

Your Board of Directors reports the following financial results for the year 2018-19:

(Amount in Rs.)
Sl. No. Particulars Year ended Year ended
31-03-2019 31-03-2018
1. Gross revenue from operations 4985369053 2487308166
2. Other income 81787127 81086816
3. Operating profit /(loss) before finance costs and depreciation 238336422 (1152735074)
4. Finance costs 1743849722 1405597605
5. Depreciation and amortization 473865403 505310460
6. Profit / (loss) before tax (1979378703) (3063643139)
7. Exceptional Item (298397641) 0
8. Tax expense 0 0
9. Net Profit / (loss) after tax (2277776344) (3063643139)
10. Earning /(loss)per Equity Share-Basic (44.75) (60.19)
11. Earning/(loss)per Equity Share-Diluted (44.75) (60.19)

The performance during the year was impacted adversely due to factors beyond the control of the Company. The performance suffered due to working capital constraints and the consequent financial stress which resulted in underutilization of capacities and plant shut downs. The gross revenue at Rs.4985369053/- is higher as compared to previous years revenue of Rs.2487308166/-. The year ended with loss before tax of Rs.2277776344/- as against loss before tax of Rs.3063643139/- in the previous year. During the year, in the absence of reasonable certainty deferred tax asset on account of unabsorbed depreciation and business loss and others amounting to Rs.1156797361/- as against previous years amount of Rs.1114567283/- has been recognized to the extent it can be realised fully against deferred tax liability. Accordingly, the tax impact is nil in both current and previous years. The year ended with net loss after tax of Rs.2277776344/- as against net loss after tax of Rs.3063643139/- in the year before. Accordingly, the loss per share accounted for at Rs.44.75 as compared to loss per share of Rs.60.19 in the previous year.

DIVIDEND AND GENERAL RESERVE:

The Board of Directors has not recommended any dividend for the year 2018-19 due to loss incurred during the year and carry forward loss from earlier years. Company cannot declare dividend until the carry forward loss is fully set off against the profits as provided in the Companies Act 2013. The Board of Directors also has not proposed to transfer any amount to General Reserve in view of the carry forward loss.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 with respect to Directors Responsibility Statement, your Directors hereby state and confirm that: i. In the preparation of Annual Accounts for the Financial Year 2018-19 the applicable Indian Accounting Standards (Ind AS) had been followed with proper explanation relating to material departures; ii. The Accounting Policies selected were applied consistently and the judgements and estimates made 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 Profit and Loss of the Company for the year ended on that date; iii. 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; iv. The Annual Accounts have been prepared on a going concern basis; v. Internal financial controls to be followed by the Company have been laid down and that such Internal Financial Controls are adequate and were operating effectively; and vi. Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDIT COMMITTEE:

The Audit Committee is duly constituted as per the provisions of the Act, applicable Rules framed thereunder read with the listing regulations. The primary objective of the committee is monitoring and supervising the Managements financial reporting process to ensure accurate and timely disclosures with highest levels of transparency, integrity and quality of financial reporting. Committee comprises of Chairman - Shri K.Thanu Pillai, Independent Director and two other Independent Director members -Shri Syed Anis Hussain, and Shri S.N.Rao. The Committee met 4(four) times during the year. Details of terms of reference of the Committee, number and dates of meetings held and attendance of Members during the year are part of the Corporate Governance Report.

The Audit Committee at its meeting held on 30th May 2019 has considered and approved the Audited Accounts of the Company for the financial year ended 31st March 2019. The Audited Accounts for the financial year ended 31st March 2019, as approved and recommended by the Audit Committee, do not require any explanations from the Board.

CORPORATE GOVERNANCE:

Pursuant to Listing Regulations 2015 the Company is required to comply with the Code of Corporate Governance for the financial year under review. Accordingly, the Reports on Corporate Governance and Management Discussion and Analysis together with Auditors Report on compliance of Code of Corporate Governance are attached to this Report and forms part of the Annual Report. These Reports are to be read in conjunction with this Directors Report.

DIRECTORS:

Shri Naresh Kumar Adusumilli is liable for retirement of Directors by rotation at the end of the ensuing 30th Annual General Meeting and being eligible, offer themselves for re-appointment at the said Annual General Meeting.

Shri A. Naresh Kumar had been appointed as Managing Director in the Board Meeting held on 30.05.2014 for a period of five years w.e.f. 01.06.2014 to 31.05.2019 and the appointment was subsequently approved at the 25th Annual General Meeting of the Company and the office of Managing Director is liable for retirement of Directors by rotation. Shri A. Naresh Kumar is eligible for re-appointment and approval of the Members for his re-appointment is being sought in the ensuing Annual General Meeting. The Nomination and Remuneration Committee at its meeting held on 30.05.2019 has recommended the reappointment and the Board of Directors at its meeting held on 30.05.2019 has commended the resolution for re-appointment to the members for their approval in the ensuing Annual General Meeting.

hri S.N.Rao has, in pursuance of Section 149 of the Companies Act 2013 read with Schedule IV thereto and Companies (Appointment and Qualification of Directors) Rules 2014, given a declaration to the Board that he meets the criteria of independence as provided thereunder. In the opinion of the Board Shri S.N.Rao fulfils the conditions specified in the Act and the Rules made thereunder for appointment as Independent Director and he is independent of the management. The matter regarding appointment of Shri S.N.Rao as an Independent Director was placed before the Nomination & Remuneration Committee, which commended his appointment as an Independent Director from 01.10.2019 to 30.09.2024 for a second term. The Board at their meeting held on 14.08.2019 has approved the appointment of Shri S.N.Rao as Independent Director, In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Shri S.N.Rao as Independent Director is now being placed before the Members in the Annual General Meeting for their approval.

Shri RAMANA KUMAR DAVULURI was appointed as Director on the Board at the Board Meeting held on 20th April 2019 as Executive director as per the provisions of Companies Act, 2013 for a period of three years w.e.f. 20th April 2019 to 19th April 2022. and the office of Executive Director (Operations) is liable for retirement of Directors by rotation. The Nomination and Remuneration Committee at its meeting held on 20.04.2019 has recommended the appointment and the Board of Directors at its meeting held on 20.04.2019 has commended the resolution for appointment to the members for their approval in the ensuing Annual General Meeting. In the opinion of the Board the proposed appointees fulfils the conditions specified in the Companies Act 2013 and Rules made thereunder and keeps the Board strengthened. These appointments are subject to approval of secured lenders who have lent to the Company term / corporate loans and working capital loans and approval of members in the Annual General Meeting.

Shri. Shailendra Dasari, Executive Director on the Board of the Company has resigned due to personal reasons and his resignation was accepted by the Board with effect from 31.01.2019. Board wishes to place on record of its appreciation for the valuable services rendered by Shailendra Dasari during his tenure.

During the year Smt. Latha Pamula has been appointed as Independent Woman Director on the Board of the Company on recommendation of Nomination and Remuneration Committee meeting held on 14.02.2019, for a period of 5 years. Policy on selection and appointment of Directors, Composition and category of Directors, attendance of each Director at meetings, Number of other Directorships held by each Director, Number of Board meetings held and dates on which held, Board and streamline its operations as well as the management of affairs, it was decided to shift the registered office of the company to existing corporate office in the best interest of the Company.

Accordingly, Board of Directors of the Company has approved in their meeting on 20th April 2019 to shifted the Registered office of the Company to Flat No.505, 5th Floor, Block – I, Divyashakti Complex, Ameerpet, Hyderabad– 500016, with effect from 20.04.2019.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

M/s. D.Hanumanta Raju & Co., Practicing Company Secretaries, Hyderabad who have been appointed as Secretarial Auditor for the financial year 2018-19 have conducted the Audit of the Secretarial Records and submitted their Report in MR-3 which is annexed to this Report (Annexure-V). The Secretarial Audit Report for the financial year ended 31st March 2019, with respect to observations in the Secretarial Audit Report.

The Board wishes to inform the members that;

1. The Company has Appointed Independent Woman Director on the Board of the Company w.e.f 14th February 2019. And paid Fine to Stock Exchanges as per SEBI (LODR) Regulations, 2015 which is 5000/- per day of default to each exchange, The Company has formally approached National Stock Exchange & Bombay Stock Exchange for waiver of levied fine, but due to Standard Operating Procedure of Stock Exchanges the waiver request by the Company was not considered favourably.

2. The Company is in process of filing of IEPF -4, The company has received various requests from members of the Company to whom the reminders were given for transfer of Shares to IEPF to not to transfer their shares to IEPF and the Company had substantial shares held in physical form and the shareholders holding these shares have not updated their correspondence details to the company to send reminders to them, However the company now has decided to transfer all shares relating to Unclaimed dividend, to IEPF Authority and file IEPF-4, the Company is in the process of the same.

The Board of Directors at its meeting held on 30th May 2019 has re-appointed D. Hanumanta Raju & Co., Practicing Company Secretaries, Hyderabad as Secretarial Auditor for the financial year 2019-20.

TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS TO IEPF:

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956 and / or Section 124(5) of the Companies Act 2013, previously declared dividends, which remained unclaimed for a period of seven years, have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the Companies Act, 1956 and / or Section 125 of the Companies Act 2013.

DIRECTORS, EMPLOYEES AND THEIR REMUNERATION:

The particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act 2013 read with sub rule (2) to Rule 5 to the Companies (Appointment & Remuneration) Rules, 2014, as amended, are not required to be provided as there were no employees drawing remuneration more than the stipulated limits. Details of Remuneration Policy and payment of remuneration to all Directors / Key Managerial Personnel / other managerial employees is given in the Report on Corporate Governance under the head Nomination and Remuneration Committee which forms part of this Report. Managing Director and other Whole Time Directors have not received any remuneration or commission from holding or subsidiary companies as the Company do not have such companies. In the opinion of the Board the level and composition of remuneration to Directors, Key Managerial Personnel and other managerial employees is reasonable and sufficient to attract, retain and motivate the people who could run the Company efficiently. The Board affirms that the remuneration paid is in accordance with Remuneration Policy of the Company. The relationship between performance and remuneration is clear and meets appropriate benchmarks and that the remuneration criteria succinctly balances between fixed and variable pay wherever set reflecting short and long term performance objectives appropriate to the working of the Company and its goals. Disclosures required to be made pursuant to Rule 5 to the Companies (Appointment & Remuneration) Rules, 2014 are attached to this report (Annexure-II).

DEMATERIALISATION OF EQUITY SHARES:

The Agreements entered into by the Company with the two Depositories viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialisation of Shares are in force and the Companys Shares are in dematerialised mode under ISIN No. INE176C01016. As per the Securities and Exchange Board of India(SEBI) directives, the Equity Shares of the Company are to be compulsorily traded in dematerialisation form with effect from 26th February 2001. Further the Securities and Exchange of India (SEBI) in its circular dated 20.04.2018 has stated that the equity shares have to compulsorily converted into dematerialization before 5th December 2018 the same was further extended to 1st April 2019. and thereafter dematerialized equity shares are only eligible for transfers with the exception of transmissions. In view of the significant benefits that accrue on dematerialisation of securities, Members may avail the facility.

LISTING OF SHARES ON STOCK EXCHANGES:

The Equity Shares of the Company are listed on BSE Ltd (formerly The Bombay Stock Exchange Limited) Stock Code:526093 and The National Stock Exchange of India Limited (NSE) Stock Code: sathaispat and are regularly traded. The listing fee to these Stock Exchanges has been paid upto date.

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

Information on conservation of energy, technology absorption, foreign exchange earnings and out go required to be disclosed under Section 134 of the Companies Act 2013 read with Companies (Accounts) Rules 2014, is given in the Annexure forming part of this Report (Annexure-I).

DEPOSITS:

Your Company has not accepted any fixed deposits nor does the Company have any outstanding deposits under section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 as on the date of Balance Sheet.

RISK MANAGEMENT:

The Board engaged itself with the task of Risk Management by preparing, implementing and monitoring the risk management plan of the Company. The Board apart from ensuring the effectiveness of risk management covering internal financial risks and controls also reviews the same on regular basis. Major risks identified are monitored on a regular basis by the Board.

INTERNAL FINANCIAL CONTROL AND SYSTEMS AND THEIR ADEQUACY:

The Company has put in place Internal Financial Controls that will ensure the policies and procedures of the Company are followed regularly so that the business of the Company is conducted in orderly and efficient manner. The Internal Financial Controls are applied inter alia to test various aspects in the conduct of business including adherence to Companys policies, safeguarding Companys assets, prevention and detection of frauds and errors or irregularities, the accuracy and completeness of the accounting records and timely preparation of reliable financial information and the financial statements. In the opinion of the Board such Internal Financial Controls are adequate and were operating effectively. During the year such Internal Financial Controls have been tested and no reportable weaknesses in the design and operations were observed. With respect to the Independent Auditors Report for the year ended 31st March 2019 which forms part of the Annual Report containing qualification on the Internal Financial Controls your Board of Directors state that the management replies to the same are contained in Note No.36 to the financial statements which is self-explanatory.

RELATED PARTY TRANSACTIONS:

In Compliance with the provision of the Act and the Listing Regulations, each Related part transaction is placed before the Audit Committee for prior approval/noting.

There are no material related party transactions entered into by the Company falling within the meaning of Section 188(1) of the Companies Act 2013. Other related party transactions, contracts or arrangements entered into by the Company are in the ordinary course of business and at arms length price. The details of these contracts or arrangements or transactions as required to be disclosed in terms of Section 134(3)(h)are provided in Form AOC-2 which forms part of this Report (Annexure-III) and accompanying Financial Statements.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not granted loans, guarantees or made investments in or to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013. The Company has not extended any loans to the employees for purchase of its shares. Other investments made by the Company are given in the accompanying Financial Statements which are in the ordinary course of business.

EXTRACTS OF ANNUAL RETURN:

Information on Extracts of Annual Return required to be disclosed under Section 92(3) of the Companies Act 2013 read with Rule 12 of Companies (Management and Administration) Rules 2014, is given in the prescribed Form MGT-9 forming part of this report (Annexure-IV).

A copy of the same has also been hosted on our website, weblink for the same is www.sathavahana.com/annual_report.html

CORPORATE SOCIAL RESPONSIBILITY:

The details with respect to Corporate Social Responsibility of the Company as required to be disclosed in terms of provisions of Section 135 read with Section 134(3)(o) and Rule 9 of Companies (Accounts) Rules 2014 are given in the Report on Corporate Governance attached to and forming part of this Report. During the year the Company, in terms of provisions of sub section 5 to Section 135 of the Companies Act 2013, is not required to earmark any fund for Corporate Social Responsibility activities in view of the losses.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company has well-defined Vigil Mechanism policy in place to provide a formal mechanism for all Directors, employees, business associates and vendors of the Company to approach Chairman of the Audit Committee.

During the year under review, none of the Directors/employees/ business associates / vendors was denied access to Chairman of Audit Committee.

REPORTING OF FRAUD:

The auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has zero tolerance towards sexual harassment at the workplace. It has well defined policy in compliance with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. An internal Committee is in place to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this Policy. The Company has not received any complaint of sexual harassment during the F.Y. 2018-19.

MATERIAL CHANGES:

S4A SCHEME NON-FULFILLMENT:

The S4A scheme could not be implemented due to non-fulfillment of mandatory norm of sufficient cash flows six months prior to and after the reference date and the same was called off on 19.11.2017. Consequent to the calling off the implementation of the S4A scheme and the debt of the Company was classified by JLF as Non-Performing Asset (NPA).

DEBT RESTRUCTURING:

The Joint lenders forum to consider deep restructuring of the debt which the banks have considered favourably and initiated the process of restructuring which is under different stages of progress and shall be implemented upon full tie up of restructuring package. The restructuring plan envisages extended tenors of repayment of loans. The Andhra Bank had issued Notice dated 24.08.2018 under the provisions of SARFAESI which upon the request of the Company and as advised by the Lead Lender has been kept on hold and initiated the appraisal of the debt restructuring package.

The restructuring plan also envisages no haircuts to banks and the sacrifice amount on interest concessions requested by the company would be fully re-compensed after the end of restructuring scheme. Promoters have offered to pledge their total shareholding to the secured lenders apart from offering some personal assets as a collateral security upon sanction of the restructuring plan. The existing personal guarantees of Whole-time Promoter Directors continue to be inforce. Promoters may have to infuse further through Equity or debt as part of debt restructuring plan.

The JLF has appointed Dun & Brad street as techno economic viability consultant and SBI Caps as Financial Consultant for the proposed restructuring plan and both have submitted their TEV Study, Information memoranda to the lenders.

The Deep debt restructuring plan is in final stages by the banks and outcome of the same is expected soon, the management opines that restructuring plan by the banks will be considered favourably and will help the company in reviving the operations. The Company has considered adopting the restructuring scheme of loans for the first time in its history of three decades.

PLANT SHUTDOWN:

Due to cash crunch and non-availability of working capital limits the operations at ferrous division have been impacted and the plant was under shut down since 12th June 2017. The operations at Kudithini works too were impacted where Metallurgical Coke facility is running partly on job work basis and partly for own production and power generation has been restarted. This impact is likely to continue until the restructuring of the loans are done by the secured lenders.

Barring the above, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the Financial Statements relates and the date of this Report.

ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS:

There has been no significant and material order(s) or Tribunal(s), impacting the going concern status of the Companys operations. However, Members attention is drawn to the statement of contingent liabilities in the notes to the Financial Statement.

OPERATION, MAINTANANCE & MANAGEMENT AGREEMENT WITH JINDAL:

On 2nd August 2019,the Company has entered into "OPERATION, MAINTANANCE & MANAGEMENT AGREEMENT" with JINDAL SAW Ltd. JINDAL SAW LIMITED has agreed to operate, maintain and manage the manufacturing facilities of SATHAVAHANA ISPAT LIMITED for a period of 3 years which may be extended for a maximum period of 10 years subject to certain conditions as provided in the Agreement.

Under the above Agreement, JINDAL SAW LIMITED shall manufacture and sell the products, namely, ductile iron pipes, pig iron and coke and all other related items under its brand name during the term of the Agreement in consideration of the rentals as defined in the above Agreement.

The above arrangement will be effective upon receipt of all necessary statutory and other approvals and upon sanction of the restructuring proposal by the banks.

SUBSIDIARY OR ASSOCIATE COMPANIES:

There are no subsidiary or associate companies to the Company as at the end of 31st March 2019. Accordingly no Consolidated Financial Statements is required to be prepared and reported.

STANDALONE FINANCIAL STATEMENTS:

The accompanying Financial Statements and this Boards Report are prepared based on standalone operations of the Company.

BOARDS APPROVAL:

This Directors Report has been considered, approved and adopted by the Board of Directors at its meeting held on 14th August 2019. The accompanying Financial Statements were approved and adopted by the Board of Directors at its meeting held on 30th May 2019.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to express their grateful thanks to Canara Bank, State Bank of India (formerly State Bank of Hyderabad), Andhra Bank, Shareholders, Central and State Governments and valued suppliers and customers for their cooperation and support. The Board also places on record its appreciation of the valuable services rendered by the employees at all levels of the Company.

for and on behalf of the Board
(K. Thanu Pillai)
Place: Hyderabad Chairman
Date: 14.08.2019 (DIN: 00123920)

ANNEXURE-I TO DIRECTORS REPORT

Statutory information as required under Section 134(3) (m) read with Rule 8(3) of the Companies (Accounts) Rules 2014

a) Conservation of Energy: The Company has set-up Captive Power Generation Plants, which utilise surplus Blast Furnace gas and waste heat from exhaust gases of Coke Ovens for generating Power apart from thermal coal. The Power Plants have been functioning satisfactorily. The power requirement of operations is met from these Power Plants.

b) Technology absorption: The technologies sourced in earlier years from SINO STEEL for the Pig Iron plant and from Chinese Academy of Agriculture Mechanisation Sciences (CAAMS) for Ductile Iron Pipe manufacturing plant at Haresamudram works and Anshan Technology for Metallurgical Coke plant at Kudithini works, all technologies sourced from P.R.China, stand fully absorbed.

c) The Company is not engaged into any Research and Development activity and as such there is no expenditure incurred on Research and Development activity.

d) Foreign Exchange earnings and outgo:

( Amount in Rs..)
I) Foreign Exchange Earnings:
a) F.O.B value of exports Nil
II) Foreign Exchange Outgo:
a) C.I.F. value of imports:
I. Raw materials Nil
ii. Capital goods Nil
b) Usance interest Nil

ANNEXURE-II TO DIRECTORS REPORT

DIRECTORS, EMPLOYEES AND THEIR REMUNERATION

Disclosures required to be made pursuant to Section 197 (12) Read with Rule 5 to the Companies (Appointment & Remuneration) Rules, 2014

a. Details of Remuneration Policy and payment of remuneration to all Directors / Key Managerial Personnel / other managerial employees is given in the Report on Corporate Governance under the head Nomination and Remuneration Committee which forms part of this Report.

b. The particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act 2013 read with sub rule (2) to Rule 5 to the Companies (Appointment & Remuneration) Rules, 2014, as amended, are not required to be provided as there were no employees drawing remuneration more than the stipulated limits:

c. The ratio of the remuneration of each Director and Key Managerial Personnel to the median remuneration of the employees of the Company for the financial year:

S.No. Directors Ratio
Independent Directors:
1. Shri K. Thanu Pillai 1.12
2. Shri Syed Anis Hussain 1.83
3. Shri S.N.Rao 0.90
4. Smt Latha Pamula # 0.11
Whole Time Directors:
5. Shri A.Naresh Kumar 54.24
6. Shri A.S.Rao 49.71
7. Dr. Shailendra Dasari * 41.36
Key Managerial Personnel:
8. Shri K.V.Krishna Rao % 47.36
9. Shri VSRK Hanuman@ 2.37
10. Shri A.Sainath ^ 0.54

# Smt.Latha Pamula has been appointed w.e.f 14th February 2019 as Independent Woman Director.

* Dr Shailendra Dasari ceased to be director w.e.f 31st January 2019 by virtue of his Resignation

% Shri K.V.Krishna Rao, ceased as CFO & Company Secretary w.e.f 30th November 2018

@ Shri V.S.R.K Hanuman, appointed as Chief Financial Officer w.e.f 14th February 2019

^ Shri A.Sainath, appointed as Company Secretary & Compliance Officer w.e.f 14th February 2019.

d. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

S.No. Directors % increase
Independent Directors:
1. Shri K. Thanu Pillai 2.85
2. Shri Syed Anis Hussain -46.45
3. Shri S.N.Rao 24.31
4. Smt Latha Pamula NA
Whole Time Directors:
5. Shri A.Naresh Kumar 16.95
6. Shri A.S. Rao 24.30
7. Dr. Shailendra Dasari (1.38)
Key Managerial Personnel:
8. Shri K.V.Krishna Rao % 99.99
9. Shri VSRK Hanuman@ NA
10. Shri A.Sainath ^ NA

1. Remuneration of Independent Directors for current year includes fees for attending committee meetings.

Decrease in Fee paid for Shri Syed Anis Hussain is due to arrears of 150000/- paid in previous year.

2. Remuneration of Dr. Shailendra Dasari and Shri K.V.Krishna Rao is up to the date of their resignation or expiry of tenure.

% Shri K.V.Krishna Rao, resigned as CFO & Company Secretary w.e.f 30th November 2018.

@ Shri V.S.R.K Hanuman, Appointed as Chief Financial Officer w.e.f 14th February 2019.

^ Shri A.Sainath , appointed as Company Secretary & Compliance Officer w.e.f 14th February 2019.

e. The percentage increase in the median remuneration of employees in the financial year is 3.9%

f. The number of permanent employees on the rolls of Company:468

g. The explanation on the relationship between average increase in remuneration and Company performance:

The Increase in remuneration is due to individual performance appraisal and as per the terms of their employment in the company.

h. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

S.No. Description Amount Comparative %
1. Aggregate remuneration of Key Managerial Personnel during financial year 2018-19 11560635
2. Revenue
3. Loss before tax 2277776344
4. Remuneration of Key Managerial Personnel as % of Revenue 0.50
5. Remuneration of Key Managerial Personnel as % of profit before tax negative

i. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

S.No. Particulars 31.03.2019 31.03.2018 % change
1. Market capitalisation 369534000 908565000 -59.21
2. Price Earnings Ratio -0.08 -29.66 -2965.73
IPO price
S.No. Particulars 31.03.2019 April 1994 % change
1. Market price -BSE 7.26 10.00 -27.4
2. Market price -NSE 7.45 10.00 -25.5

j. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The percentile increase in the remuneration of managerial personnel is within the normal range of increase of other employees. k. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company: The comparison is as provided in clause-h herein above. l. The key parameters for any variable component of remuneration availed by the Directors: There is no variable component of remuneration to Independent Directors. m. The ratio of the remuneration of the highest paid Director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None of the employees receiving remuneration higher than that of remuneration highest paid to the Director. n) Affirmation that the remuneration is as per the remuneration policy of the Company: The Board affirms that the remuneration paid is in accordance with Remuneration Policy of the Company.

ANNEXURE-III TO DIRECTORS REPORT

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis.
(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts / arrangements / transactions
(d) Salient terms of the contracts or arrangements or transactions including the value, if any During the financial year 2018-19, Sathavahana Ispat Limited has not entered into any contracts or arrangements or transactions that are not at arms length basis.
(e) Justification for entering into such contracts or arrangements or transactions
(f) date(s) of approval by the Board
(g) Amount paid as advances, if any:
(h) 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 arrangement or transactions at arms length basis
(a) Name(s) of the related party and nature of relationship The details are provided in the Report on Corporate Governance and accompanying Financial Statements. Transactions, contracts or arrangements entered into by the Company are in the ordinary course of business, on an annual renewal basis and at arms length price. These transactions were duly approved by the Audit Committee and the Board on 30th May 2018.
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts / arrangements / transactions
(d) Salient terms of the contracts or arrangements or transactions including the value, if any:
(e) Date(s) of approval by the Board, if any:
(f) Amount paid as advances, if any: