· 1 R BOARD OF DIRECTORS RAJINDER MIGLANI : CHAIRMAN O P GAHROTRA : DIRECTOR SWARNA PRABHA...

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BOARD OF DIRECTORS RAJINDER MIGLANI : CHAIRMAN O P GAHROTRA : DIRECTOR SWARNA PRABHA SUKUMAR : DIRECTOR R K DUBEY : ADDITIONAL DIRECTOR B L KHURANA : ADDITIONAL DIRECTOR ANUJ R MIGLANI : MANAGING DIRECTOR GURSHARAN SINGH SAWHNEY : DIRECTOR FINANCE & GROUP CFOPRESIDENT & COMPANY SECRETARY R AGRAWALWORKING CAPITAL BANKERS STATE BANK OF INDIA CANARA BANK PUNJAB NATIONAL BANK UNION BANK OF INDIA IDBI BANK BANK OF BARODA INDIAN OVERSEAS BANK ICICI BANK. PUNJAB & MAHARASHTRA CO-OP BANKSTATUTORY AUDITORS M/s. TODARWAL & TODARWAL CHARTERED ACCOUNTANTS, MUMBAIINTERNAL AUDITORS M/s. K S AIYAR & CO. CHARTERED ACCOUNTANTS, MUMBAICORPORATE IDENTITY NO. (CIN) L27104MH1985LPC035806REGISTERED OFFICE UTTAM HOUSE, 69, P. D’MELLO ROAD, MUMBAI: 400 009 E-MAIL: [email protected] WEBSITE: www.uttamgalva.comOTHER OFFICES / BRANCHES BHUBANESWAR CHENNAI PUNE HYDERABAD NEW DELHI AHMEDABAD BANGALORE INDORE

WORKS KHOPOLI - PEN ROAD, DONVAT KHOPOLI - PALI ROAD, DAHIVALI DIST: RAIGAD - MAHARASHTRA DIST: RAIGAD - MAHARASHTRA

SERVICE CENTRE A/5, TALOJA MIDC M-134, WALUJ MIDC DIST: RAIGAD DIST: AURANGABAD MAHARASHTRA MAHARASHTRA 195-B SECTOR-4 BLOCK NO. 1163/ P, PHASE-II BAWAL VADSAR KALOL ROAD, DIST: REWARI - HARYANA TALUKA KALOL, DIST: GANDHINAGAR

CONTENTS PAGE NOS.HIGHLIGHTS ……………………………………………………………………………………………………………………………… 2NOTICE……………………………………………………………………………………………………………………………………… 3-13DIRECTORS’ REPORT ………………………………………………………………………………………………………………… 14-44INDEPENDENT AUDITORS’ REPORT …………………………………………………………………………………………... 45-49BALANCE SHEET AND PROFIT & LOSS ACCOUNT WITH CASH FLOW & NOTES ……………………………. 50-75INDEPENDENT AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS…………………….. 76-77CONSOLIDATED BALANCE SHEET AND PROFIT & LOSS ACCOUNT WITH CASH FLOW & NOTES..….. 78-96

Uttam Galva Steels Limited

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` in Crore2015-16 2014-15 2013-14 2012-13 2011-12

SALES & EARNINGSLocal Sales 4377 4240 3560 4236 4159Export Sales 2880 3137 2195 2016 1316GROSS REVENUE FROM OPERATION 7257 7377 5755 6252 5475Profit before Interest, Tax, Depreciation and Amortisation ( PBITDA ) (9) 531 553 594 528Finance Cost 505 262 289 305 267PROFIT BEFORE DEPRECIATION & TAX (PBDT) (515) 279 296 318 268Depreciation & Amortisation 282 224 215 183 127Exceptional Items 718PROFIT BEFORE TAX (PBT) (1514) 55 81 135 141PROFIT AFTER TAX (PAT) (1552) 31 35 62 78ASSETS & LIABILITIESNon - Current Assets 5750 5676 4855 3897 3401Current AssetsTotal Assets 3751 3235 3149 2935 2435REPRESENTED BYShareholders' Fund 456 1949 1282 1247 1025Long Term Borrowings 2358 2484 2358 1775 1971Non - Current Liabilities 221 649 779 506 481Current Liabilities 6466 3829 3586 3306 2359Total Funds 9501 8911 8005 6833 5836RATIOSEARNING PER EQUITY SHARE ` (109) 2.16 2.48 5.03 6.38BOOK VALUE PER EQUITY SHARE ` 32.05 136.99 90.11 87.63 83.84DEBT: EQUITY RATIO @ -* 2.02:1 2.00:1 1.70:1 2.08:1

* As netwoth is negative, Debt Equity ratio has not been calculated

5 YEARS’ FINANCIAL HIGHLIGHTS

TOTAL SALES

PBIDT/PBDT/PROFIT BEFORE TAX NETWORTH AND BORROWINGS

VALUE ADDITION

1316

2016 2195

31372880

4159 4236

3560

4240 4377

54756252

5755

7377 7257

0

1000

2000

3000

4000

5000

6000

7000

8000

2011 -12 2012 -13 2013 -14 2014 -15 2015 -16

` in Crore

EXPORT SALES LOCAL SALES TOTAL SALES

528 589 553 531

-9

268 318 296 269

-514

78 62 35 31

-1552

-2000

-1500

-1000

-500

0

500

1000

2011-12 2012-13 2013-14 2014-15 2015-16

` in Crore

PBIDT PBDT PROFIT AFTER TAX

1025

1247 1282

1949

456

1971

1775

23582484

2358

0

500

1000

1500

2000

2500

3000

2011-12 2012-13 2013-14 2014-15 2015-16

` in Crore

NET WORTH BORROWINGS

9331060

995 1006

445

0

200

400

600

800

1000

1200

2011-12 2012-13 2013-14 2014-15 2015-16

` in Crore

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NOTICE

NOTICE is hereby given that the 31st ANNUAL GENERAL MEETING (AGM) of the Members of the Company will be held on Tuesday, the 30th August, 2016, at 11.00 A.M. at M. C. Ghia Hall, 18/20, K. Dubhash Marg, Mumbai- 400 001 to transact the following business:ORDINARY BUSINESS:1. To consider and adopt the Financial Statements of

the Company for the Financial Year ended 31st March, 2016 including consolidated financial statements and reports of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Shri Rajinder Miglani (DIN 00286788), who retires by rotation and being eligible, offers himself for reappointment.

3. To re-appoint M/s. Todarwal & Todarwal, Chartered Accountants, (Firm Registration No. 111009W) as the Statutory Auditor of the Company for one year, to hold office from the conclusion of this Annual General Meeting till the conclusion of the 32nd Annual General Meeting at remuneration to be decided mutually between the Statutory Auditors and Board of Directors.

SPECIAL BUSINESS:4. To consider and if thought fit, to pass with or without

modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT Shri R K Dubey (DIN: 03302782) who was appointed as an Additional Director of the Company by the Board of Directors with effect from 30th October, 2015 and who holds office upto the date of the ensuing Annual General Meeting under Section 161 and other applicable provisions of the Companies Act, 2013 (‘the Act’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and in terms of applicable articles of Association of the Company, and who is eligible for appointment and has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act, along with the prescribed deposit proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company.”

5. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 (‘the Act’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 including any statutory modification(s) or any amendment or

any substitution or re-enactment(s) thereof for the time being in force and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, Shri R K Dubey (DIN: 03302782), a Non-Executive Director of the Company who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for 5 (five) consecutive years for a term upto 29th October, 2020”.


“RESOLVED THAT Shri B L Khurana (DIN: 00671592) who was appointed as an Additional Director of the Company by the Board of Directors with effect from 27th May, 2016 and who holds office upto the date of the ensuing Annual General Meeting under Section 161 and other applicable provisions of the Companies Act, 2013 (‘the Act’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and in terms of applicable articles of Association of the Company, and who is eligible for appointment and has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act, along with the prescribed deposit proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company.”


“RESOLVED THAT pursuant to the provisions of Sections 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 (‘the Act’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 including any statutory modification(s) or any amendment or any substitution or re-enactment(s) thereof for the time being in force and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, Shri B L Khurana (DIN: 00671592), a Non-Executive Director of the Company who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for 5 (five) consecutive years for a term upto 26th May, 2021”.


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8. To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 of the Companies Act, 2013 (‘the Act’) read with Schedule V and other applicable provisions of the Act, read with the Companies (Appointment and Remuneration o f M a n a g e r i a l P e r s o n n e l ) R u l e s , 2 0 1 4 (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to the approval of the Central Government, if required, and in terms of applicable Article of the Articles of Association of the Company, approval and ratification of the Members of the Company be and is hereby accorded for the reappointmentof Shri Anuj R Miglani (DIN 00287097) as the Managing Director of the Company for a period of 3 (three) years effective from 10thNovember, 2015 to 9thNovember, 2018 on the following terms andconditions:-i) Remuneration ` 10,00,000/- per month by way of salary,

perquisites and other allowances.ii) Perquisite

In addition to the above, he shall be entitled to the following perquisites:

PART Aa. Leave Travel Assistance : Payable as per the rules of the Companyb. Medical Reimbursement : Payable as per the rules of the Companyc. Club Fee : Fees of clubs, subject to a maximum of two clubsPART Ba. Provident Fund and : As per the rules of the Superannuation Fund Companyb. Gratuity : As per the rules of the C o m p a ny b u t n o t exceeding half a month’s s a l a r y f o r e a c h completed year of service.c. Leave and Encashment : As per rules of the Company.

RESOLVED FURTHER THAT Shri Anuj R Miglani be permitted to use of Company’s car with driver for official purposes as per the policy of the Company, as may be amended from time to time.RESOLVED FURTHER THAT Shri Anuj R Miglani shall not be entitled to any sitting fees or other payments for attending the meetings of the Board, or where applicable, any Committee thereof.

RESOLVED FURTHER THAT the Company shall pay to or reimburse to the Managing Director all costs, charges and expenses that may have been or may be incurred by him for the purpose of or on behalf of the Company.RESOLVED FURTHER THAT in the event of any further loss or inadequacy of profit in any financial year during his tenure as the Managing Director, the aforesaid remuneration will be treated as minimum remuneration subject to approval of Central Government, if required.RESOLVED FURTHER THAT the l imits on remuneration payable to managerial personnel in case of loss or inadequacy of profits, as set out in Schedule V of the Act, shall stand doubled with effect from 1st April 2015 in relation to the remuneration paid/payable to Shri Anuj R Miglani.RESOLVED FURTHER THAT the remuneration paid to Shri Anuj R Miglani for the period beginning from 1st April, 2015 to 31st May, 2016 be and is hereby approved and ratified by the Members of the Company.RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to vary, alter or modify the different components of the above-stated remuneration in accordance with the applicable provisions of the Act, read with Schedule V of the Act, as may be agreed to by the Board of Directors and Shri Anuj R Miglani.RESOLVED FURTHER THAT the above may be treated as a written memorandum setting out the terms of the reappointment of Shri Anuj R Miglani under Section 190 of the Act.RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take such steps expedient or desirable to give effect to this resolution.”

9. To consider and if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution:

“RESOLVED THAT in modification of the Ordinary Resolution passed at the 29th Annual General Meeting of the Company held on 23rd August, 2014 for the appointment and remuneration payable to Shri G S Sawhney(DIN 02339467) Whole Time Director of the Company designated as Director Finance & Group CFO and pursuant to the provisions of Section 197 of the Companies Act, 2013 (“the Act”) read with Schedule V and any other applicable provisions of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and in terms of applicable articles of

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the Articles of Association of the Company, approval and ratification of the Members of the Company be and is hereby accorded for the remuneration of ` 8,00,000/- (Rupees Eight Lakh only) per month paid to Shri G S Sawhney including the other terms and conditions of his appointment as was earlier approved by the members (details whereof have been reproduced in the Explanatory Statement annexed hereto), for the period beginning from 1st April, 2015 to 31st May, 2016 which is in excess of the limits prescribed under Schedule V of the Companies Act, 2013 in view of the absence of profits for the financial year 2015-16 and also for the remuneration to be paid for the remaining period of his tenure i.e. upto 29th May, 2017.

RESOLVED FURTHER THAT in the event of any further loss or inadequacy of profit in any financial year during his tenure as the Whole Time Director of the Company, the aforesaid remuneration will be treated as minimum remuneration subject to approval of Central Government, if required.

RESOLVED FURTHER THAT the l imits on remuneration payable to managerial personnel in case of loss or inadequacy of profits, as set out in Schedule V of the Act, shall stand doubled with effect from 1st April 2015 in relation to the remuneration paid/payable to Shri G S Sawhney.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to vary, alter or modify the different components of the above-stated remuneration in accordance with the applicable provisions of the Act, read with Schedule V of the Act, as may be agreed to by the Board of Directors and Shri G S Sawhney.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take such steps expedient or desirable to give effect to this resolution.”

10. To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT, pursuant to provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013, and pursuant to the Companies (Meetings of Board & its Powers) Rules, 2014, including any statutory modification(s) or any amendment or any substitution or any re-enactment thereof for the time being in force, and pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended from time to time (the ‘Listing Regulation’) and such other approvals, consents, permissions and sanctions of any authorities as may be necessary, and pursuant to the approval of the Audit Committee and

the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into a Goods Supply Agreement with Uttam Value Steels Limited (“UVSL”) for long term supply of HR Coils, Sheets, Plates, Galvanised Coils, Galvanised Plain Sheets, Galvanised Corrugated Sheets, CRC & Sheets and other products (the “Products”) for an aggregate amount of up to ` 5000 Crores (Rupees Five Thousand crores) (plus taxes, duties and levies, as may be applicable) per annum (the “Proposed Transaction”);

RESOLVED FURTHER THAT the proposed transaction shall be as per terms and condition of the Goods Supply Agreement to be entered between the Company and UVSL (collectively referred to as the “Parties”);

RESOLVED FURTHER THAT any Director of the Board of Directors or the member of the Committee constituted by the Board of Directors be and is hereby authorized, to agree, accept and finalize all such terms, condition(s), modification(s) and alteration(s) as they may deem fit and also authorized to resolve and settle all questions, difficulties or doubts that may arise with regard to the Proposed Transaction and to negotiate, finalize and execute all agreements, documents and writings (including the Goods Supply Agreement) and to do all acts, deeds and things in this connection and incidental thereto with any authorities in this regard, in their absolute discretion as they may deem fit without being required to seek any further consent or approval of the Members or otherwise to the end and intent that they shall be deemed to have given approval thereto expressly by the authority of this Resolution;

RESOLVED FURTHER THAT any Director on the Board of Directors of the Company be and is hereby authorized to file necessary forms and returns with the Central Government, Registrar of Companies or any other authorities and to do all such acts, deeds, matters and things as may be necessary to give effect to this Resolution”.

11. To consider and if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 including any statutory modification(s) or re-enactment thereof, for the time being in force, the aggregate remuneration of ` 1,50,000/- (Rupees One Lakh Fifty Thousand only) plus applicable taxes and out of pocket expenses payable to M/s. Manisha & Associates, Cost Accountant (Firm Registration No. 000321), the Cost


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Auditors appointed by the Board of Directors of the Company, to conduct the audit of Steel and Power division of the Company for the financial year 2016-17, be and is hereby ratified.”

By Order of the Board For Uttam Galva Steels Limited

Sd/-R Agrawal

President & Company Secretary

Registered Office:Uttam House69, P. D’Mello RoadMumbai-400 009CIN: L27104MH1985PLC035806 Website: www.uttamgalva.com Date : 27th May, 2016

NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE

AT AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) MEMBERS AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING. A PROXY FORM IS SENT HEREWITH. PROXIES SUBMITTED ON BEHALF OF THE COMPANIES, SOCIETIES ETC., MUST BE SUPPORTED BY AN APPROPRIATE RESOLUTION/AUTHORITY, AS APPLICABLE.

2. The Statement pursuant to Section 102 (1) of the Companies Act, 2013, which sets out material facts and details relating to Special Business at the meeting, is annexed hereto.

3. Register of Members and Share Transfer Books of the Company shall remain closed from 24th August, 2016 to 30th August, 2016 (both days inclusive).

4. Members desirous of obtaining any information concerning the Accounts and Operations of the Company are requested to address their queries to the Company Secretary at the Registered Office of the Company, at least seven days before the date of Meeting.

5. Members/Proxies attending the Meeting are requested to bring their Attendance Slip, sent herewith, duly filled in and also their copies of the Annual Report.

6. The Company’s Shares are listed on BSE Limited, Mumbai (BSE) and National Stock Exchange of India

Limited, Mumbai (NSE) and all applicable Listing Fees have been paid upto date.

7. The transfer of Unclaimed Dividend to Investor Education & Protection Fund of the Central Government as required in terms of Section 125 of Companies Act, 2013, during the current Financial Year is not applicable.

8. The copies of the documents as referred to in this Notice shall be open for inspection at the registered office of the Company by any member, without any fee, during normal business hours on working days up to the date of the AGM.

9. Additional Information, pursuant to regulatation 36 of the SEBI (Listing Obligations and Disclosure requirements) Regulatations, 2015, in respect of the director seeking appointment/ re-appointment at the AGM provided herewith as a part of the Corporate Governance. The Directors have furnished consent/ declaration for the appointment/ re-appointment as required under the Companies Act, 2013 and rules made thereunder.

10. The Company has implemented a Green initiative to enable electronic delivery of Notices/ documents. Members are requested to provide their E-mail addresses to the Registrar and Share Transfer Agent of the Company namely M/s Universal Capital Securities Private Limited, in order to receive the various Notices and other Notifications from the Company, in electronic form.

11. E-mail address of the Company is [email protected].

12. All queries relating to Share Transfer and allied subjects should be addressed to: Universal Capital Securities Private Limited(Unit : UGSL) (Registrar and Share Transfer Agent)21, Shakil Niwas, Mahakali Caves Road, Andheri (East), Mumbai 400 093. Tele No.: 28207203/05, E-mail: [email protected]

13. Facility for e-VotingA. In compliance with the provisions of section 108

of the Companies Act, 2013 read with the Rules made thereunder, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company is pleased to provide to its members the facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic means through remote e-voting services provided by Central Depository Services (India) Limited (CDSL).

B. The Company will also provide voting facility through ballot paper at the meeting. Members who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting.

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C. Members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

14. Instructions For Remote E-Votinga) The voting period begins on Saturday 27th August,

2016 at 9.30 a.m. and ends on Monday 29th August, 2016 at 5.00 p.m. During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Tuesday, i.e. 23rd August, 2016 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

b) The shareholders should log on to the e-voting website www.evotingindia.com.

c) Click on Shareholders.d) Now Enter your User ID:

• For CDSL: 16 digits beneficiary ID, • For NSDL: 8 Character DP ID followed by 8

Digits Client ID, • Members holding shares in Physical Form

should enter Folio Number registered with the Company.

• Next enter the Image Verification as displayed and Click on Login.

e) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any Company, then your existing password is to be used.

f) If you are a first time user follow the steps given below:

Particulars For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)• Members who have not updated

their PAN with the Company/Depository Part ic ipant are requested to use the first two letters of their name and the 8 digits of the sequence number which is mentioned in address label as Sr. no. affixed on Annual Report, in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Bank DetailsorDate of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth in (dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.• If both the details are not recorded

with the depository or Company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction

g) After entering these details appropriately, click on “SUBMIT” tab.

h) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

i) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

j) Click on the EVSN of“UTTAM GALVA STEELS LIMITED” on which you choose to vote.

k) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

l) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

m) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

n) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

o) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

p) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

q) Members can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google


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Play Store. IPhone and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

r) Note for Non Individual Shareholders and Custodians Non-Individual shareholders (i.e. other than

Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

i. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

ii. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

iii. The list of accounts linked in the login should be emailed to [email protected] and on

approval of the accounts they would be able to cast their vote.

iv. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be forwarded in PDF format in the system for the scrutinizer at [email protected] to verify the same.

15. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

16. Shri Jigarkumar Gandhi, Proprietor of JNG & Co., Company Secretaries, Mumbai, has been appointed as the scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

17. The voting rights of the members shall be in proportion to their shares of the Paid-up share capital of the Company as on Tuesday 23rd August, 2016.

The following Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice: Item No. 4 & 5Shri R K Dubey (DIN: 03302782) aged 62 years, is retired as Chairman & Managing Director of Canara Bank on 30th September, 2014. He has also held the position of Executive Director in Central Bank of India. He started his banking career with Punjab National Bank on 28th November 1977 as a Management Trainee and rose to the level of General Manager during March 2008 after working at different levels both in operations and administration across India.He has a rich experience in Banking and Finance Industry. He specializes in Human resources development, Leadership, Administration and General Management. His focus has been on spreading financial literacy, use of technology in all facets of Banking namely treasury and risk management etc., deepening financial inclusion, corporate and retail banking, social banking, priority sector lending and leading Corporate Social Responsibility activities. He possess the knowledge, skills and experience as required under the Companies Act, 2013 read with the respective rules there under and the Schedule IV pertaining to the Code for the Independent Directors and regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 for the appointment of an Independent Director. Shri R K Dubey was appointed as an Additional Director by the Board of the Company with effect from 30th October, 2015 to hold office as an Additional Director till the date of the ensuing Annual General Meeting pursuant to Section 161 of the Companies Act, 2013. It is proposed that he be appointed as an Independent Director on the Board of the Company.The Company has received declarations from Shri R K Dubey that he meets with the criteria of independence as

prescribed under sub-section (6) of Section 149 of the Act and under regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 as may be in force from time to time.Shri R K Dubey is not disqualified from being appointed as a Director in terms of Section 164 of the Act and hence he is proposed to be appointed as an Independent Director for 5(five) consecutive years for a term upto 29th October, 2020. The Company has received notice in writing from member along with the deposit of requisite amount under section 160 of the Act proposing the candidature of Shri R K Dubey for the office of Director of the Company.In the opinion of the Board, Shri R K Dubey fulfills the conditions specified in the Companies Act, 2013 and rules made thereunder for his appointment as an Independent Director of the Company and is Independent of the Management. Copy of the draft letter for appointment of Shri R K Dubey as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during on all working days between 11.00 a.m. to 01.00 p.m. (except Saturdays, Sundays and Public Holidays). The terms and conditions of appointment of an Independent Director are also posted on the website of the Company.• The details of shareholding of Shri R K Dubey - Nil• Names of Companies in which he also holds the

directorship are as under:

S No. Name of the Company Date of Appointment1 DHFL Pramerica Asset

Managers Private Limited15.01.2016

2 Brickwork Risk & Investment Management Solutions Private Limited

07.11.2015

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 1 OF THE COMPANIES ACT, 2013 “THE ACT”

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• Statement regarding relationships between directors inter-se - None

Accordingly, the Board recommends the resolutions as set out at item No. 4 & 5 of the Notice in relation to appointment of Shri R K Dubey as Director and as an Independent Director, for approval of Members of the Company.

Except Shri R K Dubey, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolutions set out at Item No. 4 & 5. This Explanatory statement may also be regarded as a disclosure under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Item No. 6 & 7 Shri B L Khurana (DIN: 00671592) aged 91 years, holding Bachelor Degree of Arts and C.A.I.I.B and having an experience of more than 72 years in various Banking Industries. He is an retired Chairman of Lakshmi Commercial Bank, the biggest non-nationalized bank of its time in the country. He also worked as an Executive Director with the public sector bank namely New Bank of India and was elevated as Chairman and Managing Director out there. He possess the knowledge, skills and experience as required under the Companies Act, 2013 read with the respective rules there under and the Schedule IV pertaining to the Code for the Independent Directors and regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 for the appointment of an Independent Director. Shri B L Khurana was appointed as an Additional Director by the Board of the Company with effect from 27th May, 2016 to hold office as an Additional Director till the date of the ensuing Annual General Meeting pursuant to Section 161 of the Companies Act, 2013. It is proposed that he be appointed as an Independent Director on the Board of the Company.The Company has received declarations from Shri B L Khurana that he meets with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and under regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 as may be in force from time to time.Shri B L Khurana is not disqualified from being appointed as an Director in terms of Section 164 of the Act and hence he is proposed to be appointed as an Independent Director for a term of 5(five) consecutive years upto 26th

May, 2021. The Company has received a notice in writing from member along with the deposit of requisite amount under section 160 of the Act proposing the candidature of Shri B L Khurana for the office of Director of the Company.

In the opinion of the Board, Shri B L Khurana fulfills the conditions specified in the Companies Act, 2013 and rules made thereunder for his appointment as an Independent Director of the Company and is Independent of the Management. Copy of the draft letter for appointment of Shri B L Khurana as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during on all working days between 11.00 a.m. to 01.00 p.m. (except Saturdays, Sundays and Public Holidays). The terms and conditions of appointment of an Independent Director are also posted on the website of the Company.• The details of shareholding of Shri B L Khurana - Nil• Names of Companies in which he also holds the

directorship are as under:

S No. Name of the Company Date of Appointment

1 Hindustan Tin Works Limited 30.12.20052 RLF Limited 26.11.19873 Uttam Value Steels Limited 29.05.20154 Uttam Galva Metallics Limited 03.08.20155 Madhouze Hospitality Private

Limited06.08.2014

6 Usha Leasing Private Limited 14.06.1988• Statement regarding relationships between

directors inter-se - None Accordingly, the Board recommends the resolutions

as set out at item No. 6 & 7 of the Notice in relation to appointment of Shri B L Khurana as Director and an Independent Director, for approval of Members of the Company.

Except Shri B L Khurana, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolutions set out at Item No. 6 & 7. This Explanatory statement may also be regarded as a disclosure under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Item No. 8Shri Anuj R Miglani (DIN 00287097), aged about 42 years, Graduate in Mechanical Engineering from the Imperial College of Science & Technology, London. He is managing the overall operations of the Company under the superintendence and control of the Board of Directors. He joined the Board in November, 2001.The Board of Directors of the Company, at its meeting held on 30th October, 2015 had subject to the approval of members, re-appointed Shri Anuj R Miglani as the Managing Director of the Company, for a period of 3(Three) years from the expiry of his present term i.e. 9th November, 2015, as recommended by the Nomination and


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Remuneration Committee of the Board at their meeting held on 31st July, 2015 on the terms and conditions as set out in the Special Resolution at Item No 8.While considering the payment of remuneration to Shri Anuj R Miglani as Managing Director of the Company, the Board of Directors considered his contribution in the overall operations of the Company. The Board also considered that during the current slowdown, there has been a considerable increase in the duties and responsibilities performed by the Managing Director.Further, after considering the prevailing managerial remuneration in industry, the Board of Directors at their meeting held on 30th October, 2015, on the recommendations made by the Nomination and Remuneration Committee, has approved the remuneration of ` 10,00,000/- (Rupees Ten Lakhs only) to be paid to Shri Anuj R Miglani. Shri Anuj R Miglani is not disqualified in terms of Section 164 and Section 196(3)of the Companies Act, 2013 and is eligible for re-appointment. Shri Anuj R Miglani is a Member of the Corporate Social Responsibility Committee and Stakeholder Relationship Committee of the Company.In view of the loss incurred by the Company during the financial year 2015-16, the remuneration of Whole-time Directors has exceeded the limits specified under Schedule V of the Companies Act, 2013. Thus, approval and ratification of the members is sought for the managerial remuneration paid for the period beginning from 1st April, 2015 to 31st May, 2016 and for the period thereafter to be paid, in excess of the limits specified in the provisions of the Section 197 read with Schedule V of Companies Act, 2013.The Board recommends the Special Resolution set out at Item No. 8 of the Notice for approval of Members of the Company. Item no. 9At the 29thAnnual General Meeting of the Company, the Members of the Company had appointed Shri G S Sawhney (DIN 02339467) as Whole-Time Director of the Company designated as Director (Finance) & Group CFO for a period of 3 (three) years effective from 30thMay, 2014 to 29thMay, 2017 on the terms and conditions as stated in the statement of information for the members pursuant to Section II of Part II of Schedule V to the Companies Act, 2013 which forms a part of this explanatory statement.The remuneration paid to Shri G S Sawhney during the period 1st April, 2015 to 31st May, 2016 in accordance with the terms of his appointment, is in excess of the limits prescribed under Section197 and other applicable provisions of the Companies Act,2013 read with Schedule V thereto, due to absence of profits during the said financial year.During the year, the Indian Steel Industry had witnessed the biggest market headwinds of the decade in terms of

weak demand-supply positions, global overcapacity and cheap exports by China and other countries. The continued slowdown in steel sector and weak exports resulted in the negative EBITDA of the Company which is for the first time in the history of the Company.In the current challenging market situations, the role and duties of Shri G S Sawhney have increased considerably. Accordingly, the Board of Directors at their meeting held on 27th May, 2016, on the recommendation of Nomination and Remuneration Committee , approved the payment of existing remuneration of ` 8,00,000/- (Rupees Eight Lakh only) per month to Shri G S Sawhney.In view of the loss incurred by the Company during the financial year 2015-16, the remuneration of Whole Time Directors has exceeded the limits specified under Schedule V of the Companies Act, 2013. Thus, approval and ratification of the members is sought for the managerial remuneration paid for the period beginning from 1st April, 2015 to 31st May, 2016 and for the period thereafter to be paid, in excess of the limits specified in the provisions of the Section 197 read with Schedule V of Companies Act, 2013.The Board recommends the Special Resolution set out at Item No. 9 of the Notice for approval of Members of the Company. Statement of Information for the Members pursuant to Section II of Part II of Schedule V to the Companies Act, 2013 (Item No. 8 & 9).I. General Information:1. Nature of Industry:The Company is engaged in the business of manufacturing downstream value added steel products like Cold Rolled (CR) coils and sheets, galvanized products comprising of Galvanized Plain (GP) and Galvanized Corrugated (GC) coils & sheets and Color Coated products.2. Date or expected date of commencement of

commercial production:The Company carries on the steel business since its incorporation.3. Financial performance based on given indicators:

(Standalone Financial Results) ` in Crore

Particulars 2015-16 2014-15

Profit / (Loss) after Tax (1551.51) 30.74Net Worth(including balance in Profit & LossAccount)

(241.95) 1309.56

Earnings Per Share (109.06) 2.16Turnover 7257.19 7376.59

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(Consolidated Financial Results) ` in Crore

Particulars 2015-16 2014-15Profit / (Loss) after Tax (1555.45) 19.77Net Worth(including balan-cein Profit & LossAccount)

(265.95) 1289.19

Earnings Per Share (109.34) 1.39Turnover 8670.03 8856.98

4. Foreign investments or collaborations, if any.

For details of investment made by the Company, please refer to the respective schedule of the Standalone Balance Sheet forming part of this Annual Report being sent along with this Notice. Details of foreign investments in the Company are as follows:As on 31st March, 2016, the Shareholding of Foreign Institutional Investors, Foreign Nationals and Foreign Companies are as under:

Particulars No. of Shares

%

Foreign Institutional Investors 3,86,62,201 27.18Foreign Nationals: Non Resident Indians (Repat) 4,86,097 0.34Non Resident Indians (Non Repat) 1,67,239 0.12Foreign Companies 4,13,27,931 29.05Total 8,06,43,468 56.69

The Company has not entered into any material foreign collaboration.II. Information about the appointees:

1. Background details:

Shri Anuj R Miglani, aged about 42 years, Graduate in Mechanical Engineering from the Imperial College of Science & Technology, London. He is managing the overall operations of the Company under the superintendence and control of the Board of Directors. He joined theBoard in November, 2001.Shri G S Sawhney, aged 63 years, is a Science Graduate, qualified Chartered Accountant from the Institute of Chartered Accountants of India and a qualified Company Secretary from the Institute of Company Secretaries of India. He also has a Post Graduate Diploma in Business Management from XLRI. He has over 38 years of experience in finance and accounts with Companies like Batliboi and Company and Ispat Industries. He specializes in project financing.

2. Past remuneration:

The remuneration paid to for the financial years 2015-16 & 2014-15 are as follows: in `

Sr. No. Particulars 2015-16 2014-15

1 Shri Anuj R Miglani 1,04,16,836 1,03,31,229

2 Shri G S Sawhney 94,20,200 91,71,5013. Job profile and his suitability:

Shri Anuj R Miglani, Managing Director of the Company, is highly experienced and controls the affairs of the Company as a whole under the direction of the Board of Directors of the Company. He has extensive experience in the steel industry. He is actively involved in the business strategy and business development functions of the Company.Shri G S Sawhney has over 38 years of experience in finance and accounts having worked with reputed companies like Tata Motors Limited, Brooke Bond India Limited, Shalimar Paints, Bush Boake Allen, Batliboi and Company and Ispat Industries. He specializes in project financing and is a key strategist. He has been with the Company since the year 2001.4. Remuneration proposed:

i. Shri Anuj R Miglani

i) Remuneration: ` 10,00,000/- per month by way of salary, perquisites

and other allowances.ii) Perquisites: In addition to the above, he shall be entitled to the

following perquisitesPART A

a. Leave Travel Assistance :- Payable as per the rules of the Company

b. Medical Reimbursement :- Payable as per the rules of the Company

c. Club Fee :- Fees of clubs, subject to a maximum of two clubs

PART B

a. Provident Fund and Superannuation Fund: As per the rules of the Company

b. Gratuity: As per the rules of the Company but not exceeding half a month’s salary for each completed year of service.

c. Leave and Encashment: As per rules of the Company.


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ii. Shri G S Sawhneyi Remuneration: ` 8,00,000/- per month by way of salary and other

allowances.ii. Perquisites: In addition to the above, he shall be entitled to the

following perquisites:PART Aa. Leave Travel Assistance : Payable as per the rules of

the Company.b. Medical Reimbursement : Payable as per the rules of

the Company.c. Club Fee : Fees of clubs, subject to a maximum of two

clubs.PART Ba. Provident Fund and Superannuation Fund : As per

the rules of the Company.b. Gratuity : As per the rules of the Company but not

exceeding half a month’s salary for each completed year of service.

c. Leave and Encashment : As per rules of the Company.5. Comparative remuneration profile with respect

to industry, size of the Company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin)

The current remuneration being paid to the Managing Director and Whole-Time Director (looking at the profile of the position and person) is equal to or lower than the remuneration being paid by the Companies of comparable size in the industry in which the Company operates.6. Pecuniary relationship directly or indirectly with

the Company, or relationship with the managerial personnel, if any.

Shri Rajinder Miglani – Non Executive Chairman of the Company is the father of Shri Anuj R Miglani– Managing Director of the Company. Except for the abovementioned Directors, none of the other Director are related to each other Shri Anuj R Miglani is also a Promoter of the Company.Shri G S Sawhney does not have any pecuniary relationship with the Company except the remuneration paid to him as a Whole-Time Director and as a shareholder to the extent of his respective shareholding directly and/or indirectly in the Company.III. Other information:1. Reasons of loss or inadequate profitsDue to adverse market conditions and Chinese imports, the profitability of your Company was severely affected. Some of the other reasons are as under:i. Interest cost have shot up by 88% due to stretched

working cycle because of recessionary trend prevailing in the industry and constrains faced by the supplier and customers.

ii. Imposition of minimum import price by the Government of India resulted in increased raw material cost of your Company thereby severely impacting the profitability.

iii. Initiation of anti-dumping investigation by U.S. Government resulted in huge negative impact to our exports which were giving us healthy realizations in the past.

iv. Exceptional items to the tune of ̀ 717.81 crores have been written off due to non-realizable claims on vendors/advances to vendors and due to diminution in the value of investments and overseas loans and advances.

2. Steps taken or proposed to be taken for improvement

The Company has been earning profits in the past consistently on standalone basis and we expect to do well in future. The plan for smart cities, improved road and rail connectivity by building highways, bridges and dedicated freight and superfast rail corridors have huge potential to spur domestic steel demand. Consuming sectors- construction, automobile and engineering are expected to grow in 2016-17 fuelled by the softening of interest rates, implementation of government policies, increase in spending for infrastructure and investment in the country.3. Expected increase in productivity and profits in

measurable termsSteel continues to have a stronghold in traditional sectors such as construction, housing and ground transportation, special steels are increasingly used in engineering industries such as power generation, petrochemicals and fertilizers, the government is working proactively to provide incentives for economic growth by injecting funds in construction, infrastructure, automotive and power, which will drive the steel industry in the future.Indian steel demand in 2016 is expected to rise by over 7%. Hopefully, good showing in manufacturing, mining and electricity, will be sustained to generate improved demand for steel in the months ahead.Item No. 10Uttam Galva Steels Limited ( the “Company”) is engaged in the business of manufacturing of Cold Rolled Coils, C R sheets, Galvanised Coils, Plain Sheets, Corrugated Sheets, Color Coated Coils & Sheets, Profile Sheets, tubes etc. and has a well-established business development, marketing, market development and customer identification team for promoting, selling and distribution of aforesaid products and other related products of the Steel Industry. In view of the expertise of the Company, Uttam Value Steels Limited (“UVSL”), a related party of the Company intends to enter into an agreement (the “Proposed Transaction”) with the Company for a long term supply of HR Coils, Sheets, Plates, Galvanised Coils, Galvanised Plain Sheets, Galvanised Corrugated Sheets, CRC & Sheets and other products (the “Products”).

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The term of the Goods Supply Agreement shall be for a period of five (5) years commencing from 30th May, 2016. The overall monetary cap for the Proposed Transaction is fixed at ` 5000 Crore (Rupees Five thousand Crore) (plus taxes, duties and levies, as applicable) per annum i.e. the Company would supply the Products upto an amount of Rs. ` 5000 Crores (Rupees Five thousand Crores (plus taxes, duties and levies, as applicable) per annum from time to time during the Term.Regulation 23 of the Securities and Exchange Board India (Listing Obligations and Disclosure Requirements) Regulation 2015, as amended from time to time (the “Listing Regulation”) provide that a transaction with a related party shall be considered material if the transaction to be entered into during a financial year, exceeds ten percent (10%) of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity. In the event, the transaction is considered material, Regulation 23 of the Listing Regulation further requires a listed entity to (a) formulate a policy on materiality of related party transactions and on dealing with related party transactions, (b) take prior approval of the audit committee, and (c) take approval of the shareholders through Resolution.The Proposed Transactions would be in the ordinary course of business and at arms’ length as per the provisions of Section 188 of the Companies Act, 2013 read with the Rules made thereunder. However, the Proposed Transaction may exceed the limit as specified under Regulation 23 of the Listing Regulation and the Proposed Transaction may be considered material in nature. In relation to the Proposed Transaction, the Company has formulated a policy on materiality of the related party transaction. The prior approval of the Audit Committee is already obtained and subsequently the Board of Directors has also approved the resolution concerning the Proposed Transaction.Except Shri Rajinder Miglani. Shri Anuj R Miglani and their relatives, none of the other Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out in Item No. 10 of the Notice.The Board recommends the Ordinary Resolution set out at Item No. 10 of the Notice for approval of Members of the Company.The relevant information is as follows:

Sr. No Particular Information1. Name of Related Party Uttam Value Steels

Limited 2. Name of Interested

DirectorRajinder Miglani

3. Monetary Value UptoRs. 5000 Crores4. Nature of Relationship Having significant

influence 5. Nature of Transactions The Proposed

Transactions would be in the ordinary course of business and at arms’ length.

Item no. 11The Board, on the recommendation of the Audit Committee in their meeting held on 27th May, 2016, has approved the appointment of M/s. Manisha & Associates, Cost Accountants, as Cost Auditor to conduct the cost audit for Steel and Power division of the Company for the financial year 2016-17 at the remuneration of ̀ 1,50,000/- (Rupees One Lakh Fifty Thousand only) plus taxes and reimbursement of out of pocket expenses on actuals.In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the Members of the Company. Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 11 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending 31st March, 2017. None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out in Item No. 11 of the Notice. The Board recommends the Ordinary Resolution set out at Item No. 11 of the Notice for approval of Members of the Company.

By Order of the Board For Uttam Galva Steels Limited

Sd/-R Agrawal

President & Company Secretary

Registered Office:Uttam House69, P. D’Mello RoadMumbai-400 009CIN: L27104MH1985PLC035806Date: 27th May, 2016


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DIRECTORS’ REPORT

To,The MembersYour Directors have pleasure in presenting the 31st Annual Report on the business and operations of the Company, along with the Audited Financial Statement for the Financial Year ended 31st March, 2016.1. FINANCIAL RESULTS (Stand-alone & Consolidated)

` in Crore

PARTICULARS

STAND-ALONE CONSOLIDATED

Year ended

31st March, 2016

Year ended

31st March, 2015

Year ended

31st March, 2016

Year ended

31st March, 2015

Turnover 7,257.19 7,376.59 8,670.03 8,856.98

Profit/ (Loss) before Interest, Tax, Depreciation & Amortization

(9.32) 530.94 2.57 543.18

Interest 505.33 262.13 516.93 277.94

Profit/ (Loss) before Tax, Depreciation & Amortization

(514.65) 268.81 (514.36) 265.24

Depreciation/Amortization

281.84 223.94 282.81 225.15

Other Income 4.13 10.46 1.50 5.13

Exceptional Items

717.81 0.00 717.81 0.00

Profit/ (Loss) before Tax

(1,510.17) 55.34 (1,513.48) 45.22

2. FINANCIAL PERFORMANCE (Stand-alone & Consolidated):

During this year the turnover of your Company is ` 7257.19 Crore as against ` 7376.59 Crore in the previous year. Your Company posted a Loss of ` 1510.17 Crore as against Profit before Tax of ` 55.34 Crore in the previous year.

Consolidated turnover is ̀ 8670.03 Crore as against ` 8856.98 Crore in the previous year. Your Company posted a Consolidated Loss of ` 1513.48 Crore as against Profit before Tax of ` 45.22 Crore in the previous year.

Your Company has faced strong headwinds due to various micro and macro factors:

(i) Interest cost have shot up by 88% due to stretched working cycle because of recessionary trend prevailing in the industry and constraints faced by the suppliers and customers.

(ii) Imposition of Minimum Import Price (MIP) by the Government of India resulted in increased raw material cost of your Company thereby severely impacting the profitability.

(iii) Initiation of anti-dumping investigation by U.S.A. Government resulted in huge negative impact to our exports which were giving us healthy realizations in the past.

(iv) Exceptional items to the tune of ` 717.81 crore have been written off due to non-realizable claims on vendors/advances to vendors and due to diminution in the value of investments and overseas loans and advances.

In view of huge losses incurred during the year, the Board of Directors has not recommended any Dividend.

Since the accumulated losses have exceeded the net worth of the Company, your Board have formed an opinion that the Company has prima facie become a Sick Industrial Company and therefore it is required to make a reference to the BIFR under proviso to Section 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985, (SICA).

3. OPERATIONS:(i) Export Market: The Indian Steel market has witnessed de-growth in

the export segment. Steel Exports from Indian market dropped by 32.5% during the period under review.

The export volume were lower by 20.4 % during the year as compared to 2014-15, the prices being under incessant pressure in the wake of increased low price supplies from China. During the year, your Company has, however, increased its volume in some markets like Africa by 53 % and has almost doubled the volume in the Middle East as compared to last year.

Your Company has serviced 148 countries since its entry into the export business and is recognized as quality supplier in both developed and emerging markets. Your Company has maintained its presence in the International Market in spite of change in regulations in some of the countries.

Your Company has been successful in negating the initiation of anti- dumping laws for our products in Australia in 2014, which has consequently opened up this market.

The global economy expanded during the financial year at a moderate and uneven pace. Legacies from the global financial crisis continue to weigh on growth. Global growth disappointed again in 2015, slowing to 2.4% and is expected to recover at a slower

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pace than previously envisioned. Growth is projected to reach 2.9% in 2016, as a modest recovery in advanced economies continues.

(ii) Domestic Market: Though the growth rate of Indian Domestic Steel

consumption has improved to 4.2% in 2015-16 from 3.1% in 2014-15, the increase in demand has been serviced through imports which has surged by 24.1 % as compared to 2014-15 which has accounted for 14% of the total demand. Increase in imports has been mainly from China, Japan and South Korea, a 117% jump, the highest in three years. While shipments from Japan and South Korea are nothing new as steelmakers there take advantage of Free Trade Agreements (FTAs) with India, it is China that causing concern as they have contributed to majority of this incremental imports at low prices.

The demand driven by rising infrastructure development, growing demand for automotive, construction, housing and ground transportation, special steels in engineering industries such as power generation, petrochemicals and fertilizers is expected to continue through 2016-17.

In the Original Equipment Manufacturer (OEM) market, the Company has been focusing on high growth, profitable and niche areas especially in the Home Appliances, Automotive, Construction and Electrical Equipment segments and has thus moved up the value chain in these markets. Your Company has achieved a growth of 15.6% with increase in sales of value added products by 52.4% over the last fiscal.

Your Company has achieved a volume growth of 19.5% in the Appliance segment over the last fiscal and has made commendable gains in establishing the product for Refrigerators and Washing Machines components with majors like Whirlpool, Samsung, Videocon and Godrej. Your company has also been working constantly towards import substitution of steel components such as VCM refrigerator door which was developed in 2014-15 and also the embossed range for refrigerator cabinets as required by Appliance manufacturers. Your Company has also been approved by Samsung and Whirlpool for their global supplies. For Vizi coolers and freezers, the products are firmly established with Bluestar, Voltas, Frigoglass and Western Refrigeration.

In the Automotive segment, your Company has been able to retain its market share in the two, three and four wheeler segments. Your Company’s products are firmly established in Western India and continue to cater to the requirements of Bajaj Auto, Mahindra & Mahindra, Force Motors, Eicher Motors and also vendors of TATA Motors, Bajaj Auto, General Motors, Piaggio, and others. Your Company is also a major supplier to reputed coach manufacturers like Tata Marcopolo, ACGL and Volvo.

In the building and construction segment your Company has achieved a growth of 34%. The Company‘s products are well established with major Pre-Engineered Building (PEB) manufacturers like Tata Bluescope, Pennar, Everest, Interarch, Jindal Mectec, and also major component manufacturers like Shakti Hormann, NCL Altek and Integrated Cleanroom.

The Company has also developed and successfully introduced printed range of products like wood finish, flower and tile patterns which have been well accepted in the market.

In the General Engineering segment the Company has achieved a growth of 33% and continues to be an established supplier to Godrej & Boyce, BHEL, Karad Projects, Nucleus Satellite and vendors to Siemens. The Company is also a well established supplier in the solar energy sector and continues to make special efforts to cater to special needs in this segment.

Continuous effort has been made in establishing the ‘Uttam Suraksha’ GC (Galvanised Corrugated Roofing Sheets) brand firmly in the Construction segment and increasing its penetration in rural and urban areas. It is recognized as one of the major brands in its segment in Domestic Markets in Maharashtra, Madhya Pradesh, Gujarat, Andhra Pradesh, Karnataka, Chattisgarh, etc.

In line with surge in demand for Color Coated Roofing products your Company has launched an exclusive range of products under the brand name “UTTAM TARANG”, which will provide greater value and benefits to the rural consumer. The sales for this product have doubled in 2015-16 in spite of cheap imports from China.

4. MANAGEMENT DISCUSSION AND ANALYSIS: Pursuant to the regulation 34 read with the Schedule

V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 your Directors wish to report as follows:

a) Industry Structure & Developments: Steel Industry plays a vital role in the development

of any modern and emerging economy. The per capita consumption of steel is generally accepted as a yardstick to measure the level of socio-economic development and living standard of its countrymen. Steel industry derives its demand from other important sectors like infrastructure, aviation, engineering, construction, automobile, pipes and tubes, etc. Thus, its intense integration with other important industries makes it a strategic sector for the Government as well.

The Indian steel sector enjoys advantages of domestic availability of raw materials and cheap labour. Iron ore is also available in abundant quantities, though


16

the continued mining restrictions have put a strain on its availability as well as price. This abundance has been providing a major cost advantage to the domestic steel industry.

India has left behind USA to become the world’s third largest steel producer .

While steel continues to have a stronghold in traditional sectors such as construction, housing and ground transportation, special steels are increasingly used in engineering industries such as power generation, petrochemicals and fertilizers. The government is working proactively to provide incentives for economic growth by injecting funds in construction, infrastructure, automotive and power, which will drive the steel industry in the future.

b) Opportunities & Threats: In India, the steel Industry is passing through a

challenging phase. Domestic consumption which was severely affected due to lack of activity in infrastructure, as well as in manufacturing space is now showing positive trends. The biggest challenge facing the domestic steel industry is to have the per capita steel consumption in India at par with the average global standards. The new Government at the center has, however, rekindled hope in the industry. The ambitious infrastructure projects and the thrust in manufacturing through the “Make in India” campaign are steps in the right direction. The plan for smart cities, improved road and rail connectivity by building highways, bridges and dedicated freight and superfast rail corridors have huge potential to spur domestic steel demand.

Consuming sectors - construction, automobile and engineering are expected to grow in 2016-17, fuelled by the softening of interest rates, implementation of government policies, increase in spending for infrastructure and investment in the country.

Average prices for steel-making raw materials are likely to be stable. However, the Indian iron ore mining industry is undergoing a difficult phase given regulatory intervention in various states due to which the steel producers will continue to face inadequate availability of domestic iron ore in the short term.

Exports are likely to be depressed. Fall in local steel use will leave China with huge exportable surplus which is a point of concern for India. Steel prices will also remain restrained due to global weak steel pricing trends during 2016-17.

c) Segment-wise or Product-wise Performance: Since your Company operates only in one Segment,

segment-wise or product- wise analysis of performance is not applicable.

d) Outlook: India’s average Gross Domestic Product (GDP) growth

has been estimated to grow by 7.3% in 2016 and

7.5 % in 2017, up from 7.2% in 2015 supported by industrial growth of which would gradually increase steel demand in the country.

India, according to World Steel Association (WSA) is one of the few countries to remain a “resilient” economy in the face of a “global slowdown” because of its commitment to “reforms”. Indian steel demand in 2016 is expected to rise by over 7% . Hopefully, good showing in manufacturing, mining and electricity sectors, will be sustained to generate improved demand for steel in the months ahead.

e) Risks and Concerns: In accordance with regulation 17 of the SEBI

(Listing Obligations and Disclosure Requirements) Regulation, 2015 (erstwhile Clause 49 of the Listing Agreement), your Company has duly adopted steps for framing, implementing and monitoring the risk management plan and accordingly your Directors have put in place a critical risk management framework across the Company for identification and evaluation of all potential risks. Your Company is continuously evolving and improving systems and measures to take care of all the risk exigencies involved in the business. All inherent risks are identified, measured, monitored and regularly reported to the management. The management decides required measures to overcome these risks and ensures implementation of proper risk mitigation plans. The risk report and mitigation plans are presented to the Board of Directors periodically.

f) Internal Control Systems and their adequacy: Your Company has an effective Internal Control

System to prevent fraud and misuse of Company’s resources and protect shareholders’ interest. Your company has an independent Internal Audit Department to monitor and review and focus on the compliances of various business processes. The internal audit report alongwith audit findings and tracking of process improvements & compliances is presented for review to the Audit Committee of Board of Directors.

All the Certifications namely ISO: 9001-2008 (Quality Management) , ISO: 14001- 2004 (Environment Management), ISO/TS 16949:2009 (Technical specifications) and OHSAS 18001-2007 (Occupational Health and Safety Management) are being maintained by the Company after periodic audit.

g) Discussion on Financial Performance with respect to Operational Performance and state of Company’s affairs:

The finance cost has significantly increased because of unexpected stretched working capital. However, the lower demand has affected the overall profitability. Difficulties faced by the operation

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due to dumping of Imported Steel and consequent fluctuation in steel prices have adversely affected the profitability. Strong focus on credit control and inventory management has somewhat helped working capital and liquidity management. Due to adverse market conditions and Chinese imports, the profitability of your Company was severely affected and hence it could not meet some of its obligations to the Banks/ Financial Institutions from 31st January 2016 onwards as specified in the ‘Annexure II’ of the Independent Auditors Report. The Company is working with the Banks/ Financial Institutions to find a mutually acceptable solution in due course.

h) Human Resources Development and Industrial Relations:

Your Company focuses on developing the most superior workforce so that the organization and individual employee can accomplish their work goals in service to the end users. To improve employee productivity, PMS (Performance Management System) was implemented across the organization.

Your Company has put in place suitable processes and mechanism to ensure that grievances are effectively addressed. Employee Grievance Redressal Committee and the Internal Complaints Committee are intended to facilitate open and structured discussion on work related grievances of employees and Sexual Harassment complaints respectively, to ensure that these are dealt with in a fair and just manner. Our Anti-Sexual Harassment initiatives allow employees to report sexual harassment case at the workplace. The cases are heard and resolved by an impartial group.

Presently, your Company employs more than 1400 employees. Your Company is proud of its healthy Industrial Relations record.

i) Cautionary Statement: The Management Discussion and Analysis describes

Company’s projections, expectations or predictions and is forward looking statement within the meaning of applicable laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand and supply, price conditions in domestic and international market, change in Government regulations, tax regimes, economic developments and other related and incidental factors.

5. RELATED PARTY TRANSACTIONS: During the year, the Company has entered into

Transactions with its Related Parties on arm’s length basis and in the ordinary course of business in compliance with the applicable provisions and

regulations of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (hereinafter “Listing Regulations”) respectively.

The details of related party disclosures for the financial year ended 31st March, 2016 are presented here below as per the requirement of Schedule V of the Listing Regulations read with the Accounting Standard 18.

Particulars Name of the party Amount (in crore)

Loans and advances to the Subsidiaries

Uttam Galva Holding LtdAtlantis International Services Co LtdUttam Galva Steels Netherlands BVNeelraj International Trade LtdUttam Galva Steels (BVI) LtdUttam Exports BVI LtdUttam Galva International FZE

0.2319.3124.529.532.060.026.32

Investment made by the Company in its subsidiaries.

Atlantis International Services Co LtdUttam Galva Holding LtdUttam Galva Steels Netherlands BVUttam Galva Steels (BVI) LtdNeelraj International Trade LtdUttam Exports BVI LtdUttam Galva North America Inc

0.3021.940.15

12.020.3

18.2950.87

All related party transactions entered during the Financial year were in the ordinary course of business and on arm’s length basis. No material related party transactions were entered during the Financial Year by your Company. Hence, the Form AOC-2 regarding particulars of contract or arrangement with the related parties, as referred in section 188(1) of the Companies Act, 2013, is not required to be annexed herewith.

6. CORPORATE GOVERNANCE: In the interest of all the stakeholders and as matter

of good corporate governance, your Company is committed to the timely compliance with all the applicable provisions of the Listing Regulations. In terms of Regulation 34 of the Listing Regulations, a detailed report on Corporate Governance along with a certificate from the Auditors confirming compliance is annexed hereto and forms part of the Directors’ Report as ‘Annexure V’.

7. CORPORATE SOCIAL RESPONSIBILITY (CSR): In accordance with the requirements of Section 135

of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, your Company has duly constituted Corporate Social Responsibility Committee, under the Chairmanship of Shri G S


18

Sawhney and two other members namely Shri Anuj R Miglani and Shri O P Gahrotra. The Committee has framed the Corporate Social Responsibility Policy of the Company which is placed on the Company’s website. The detailed report on the CSR activities initiated by the Company during the year under review is annexed hereto as ‘Annexure I’ and forms part of the Directors’ Report as CSR Report.

Your Company has spent an amount of ` 1.08 Crore for the rural infrastructure development with the aim to provide healthy and quality life to the people located there. However, due to continous slowdown in Steel sector and in view of the huge loss in the third quarter, your Company was not in position to incur any further CSR expenditure.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

Your Directors regret to inform about the sad and sudden demise of Shri S T Parikh (DIN 00941756) and Shri D L Rawal (DIN 00955797). Your Directors wish to take this opportunity to express their gratitude and sincere appreciation to Shri S T Parikh and Shri D L Rawal for their immense & invaluable contribution to the Company during their tenure with the Company.

Shri Ankit Miglani (DIN 00444956) - Director of the Company has resigned from the Board of the Company with effect from 21st April, 2016 to spend most of his time and efforts to develop international operations of the Company.

Shri R K Dubey (DIN 03302782) and Shri B L Khurana (DIN 00671592) have joined the Board of your Company as Additional directors with effect from 30th October, 2015 and 27th May 2016 respectively. Their brief profile is given in the Corporate Governance report which has been annexed hereto. With their induction on the Board of Directors, your Company will be immensely benefited by their vast and diverse experience in Banking Industry.

The Board recommends appointment of Shri R K Dubey and Shri B L Khurana as Independent Directors on the Board not liable to retire by rotation for 5 consecutive years for a term upto 29th October, 2020 and 26th May, 2021 respectively.

Pursuant to the provisions of the Section 152 of the Companies Act, 2013 and as per the Articles of Association of the Company, Shri Rajinder Miglani retires by rotation and being eligible has offered himself for reappointment. The Board of Directors recommends his reappointment.

The Independent directors have submitted the declaration of Independence, as required under sub-section (7) of Section 149 of the Companies Act, 2013

and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 stating that they meet the criteria of independence as provided therein.

None of the Directors of your Company is disqualified under Section 164 (1) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors’ Report.

The following persons are Key Managerial Personnel of the Company. Shri Anuj R Miglani : Managing Director Shri G S Sawhney : Director (Finance) & Group CFOShri R Agrawal : President & Company SecretaryDuring the year there is no change in the role of the aforesaid KMP.

9. REMUNERATION OF THE DIRECTORS /KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

Your Company has framed a Remuneration Policy which lays down a framework in relation to the Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also lays down the criteria for selection and appointment of Independent Directors. The details of the policy are explained in the Corporate Governance Report.

The information required pursuant to Section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect to remuneration to the Whole time directors and Key Managerial Personnel is prepared separately forming part of this report. No Employee other than Wholetime Directors of the Company has drawn remuneration of Rupees Five Lakhs per month or more in the year under review. Having regard to the provisions of the first proviso of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the Members of the Company excluding the aforesaid information.

However, the said information is available for inspection at the Registered office of the Company before 21 days of the ensuing Annual General Meeting during business hours on working days.

10. DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to Section 134 (5) of the Companies Act,

2013, the Directors confirm that:i) In the preparation of the annual accounts, the

applicable Accounting Standards have been followed along with the proper explanation relating to material departures.

ii) Appropriate Accounting Policies have been selected and applied consistently. Judgments 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

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at 31st March, 2016 and of the Profit and Loss Account for the Financial Year 2015-16 have been made.

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 preventing & detecting fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

v) The policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, prevention & detection of frauds/ errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial information (Internal Financial Controls), are adequate and were operating effectively;

vi) Proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

11. STATUTORY AUDITOR AND THEIR REPORT: M/s. Todarwal & Todarwal, Chartered Accountants

(Firm Registration No. 111009W), Statutory Auditors of the Company, will hold office till the conclusion of ensuing Annual General Meeting and being eligible for reappointment as per the Section 139 of the Companies Act, 2013 (‘the Act’).

M/s. Todarwal & Todarwal expressed their willingness for reappointment as the Statutory Auditors of the Company and has furnished written consent and a certificate of their eligibility under Section 141 of the Act, read with the rules made thereunder. In terms of the applicable Listing Regulations, the Auditor’s have confirmed vide their letter dated 16th May, 2016 that they hold a valid certificate issued by the Peer Review Board of the ICAI. Accordingly, the Board based on the recommendation of the Audit Committee, recommends the reappointment of M/s. Todarwal & Todarwal, Chartered Accountants as Statutory Auditors of the Company for the term of one year at the ensuing Annual General Meeting.

Notes to the accounts as referred in the Auditor’s Report are self-explanatory and does not contain any qualifications and therefore, do not call for any further comments or explanations.

12. COST AUDITORS AND THEIR REPORT: As per Section 148 of the Companies Act, 2013 (‘the

Act’). read with Companies (Cost Records and Audits) Rules, 2014, as amended and on the recommendation of the Audit Committee, the Board of Directors of your Company has reappointed M/s. Manisha & Associates, Cost Accountants as “Cost Auditors” to conduct Cost Audit for Steel and Power Division of

the Company for the Financial Year 2016-17 and has recommended their remuneration to the Members for their ratification at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 148 of the Act, the Report on Cost Audit for the Financial Year 2014-15 has been received and duly furnished to the Central Government within the prescribed time.

13. SECRETARIAL AUDITORS AND THEIR REPORT: The Secretarial Audit of the Company for the

Financial Year 2015-16, was carried out by M/s. JNG & Co., Practicing Company Secretaries (Certificate of Practising No. 8108). The Secretarial Audit, Report, is annexed hereto, and forms a part of the Directors’ Report as ‘Annexure II’. The said report does not contain any qualifications, reservation or adverse remark. However the observations mentioned in the Secretarial Audit Report are statements of facts which have been suitably addressed in the directors’ report and the ‘Annexure II’ thereto.

14. DEPOSITS: Your Company has not accepted Deposits from Public

or Members under Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the year under review.

15. SUBSIDIARY & JOINT VENTURE COMPANIES: There are Seven wholly-owned Subsidiary Companies

and One step down subsidiary of the Company namely (I) Uttam Galva Holdings Limited in Dubai, (II) Atlantis International Services Limited in British Virgin Islands, (III) Uttam Galva Steels Netherlands B.V. in Netherland, (IV) Neelraj International Trade Limited in British Virgin Islands, (V) Uttam Galva Steels BVI Limited in British Virgin Islands (VI) Uttam Exports BVI Ltd. in British Virgin Islands (VII) Uttam Galva North America, Inc and (VIII) Uttam Galva International, FZE (Step down Subsidiary) in Jebel Ali free zone in United Arab Emirates, the subsidiary of Uttam Galva Holdings Limited, Dubai.

Apart from the aforesaid subsidiaries, your Company also has two Joint venture Companies namely, Texturing Technology Private Limited and Moira Madhujore Coal Limited.

A separate statement containing the salient features of the Financial Statement for the financial year ended 31st March, 2016 of the aforesaid Subsidiaries Companies and Joint Venture Companies are included in the Annual Report as Form AOC-1 as ‘Annexure VI’. The Financial statements of the said Subsidiaries Companies and Joint Venture Companies are available for inspection by the Members at the Registered office of your Company. Your Company undertakes that the Financial statements of the


20

Subsidiaries Companies and Joint Venture Companies and shall be made available to the Members of the Company on demand.

The consolidated financial statements of your Company for the financial year ended 31st March, 2016 are prepared in compliance with applicable provisions of the Companies Act, 2013 and Listing Regulations. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiaries and joint ventures.

16. ENVIRONMENT AND SOCIAL OBLIGATION: Your Company values environmental protection and

safety as the major considerations in its functioning. Your Company has well-versed pollution control devices namely Air Pollution Control device (APC) and Zero water discharge treatment plant to control the environmental pollutants. Your Company has also appointed a laboratory which is approved by Ministry of Environment and Forests (MOEF) & National Accreditation Board for Testing and Calibration Laborites (NABL) to monitor the maintenance of environment on monthly basis. Your Company has zero water discharge unit and 100 % of Industrial waste water which is being recycled and reused in the process.

The Company is continuously endeavoring to improve the health and quality of life in the communities surrounding its industrial complexes.

17. DISCLOSURES UNDER THE COMPANIES ACT, 2013:i) Extract of Annual Return : The details containing the extract of the Annual

return is enclosed in the Form MGT-9 as ‘Annexure III’ and forms part of this report.

ii) Particulars of Loans, Guarantees or Investments: Details of Loans, Guarantees and Investments covered

under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Kindly refer note No. 13 of the stand-alone balance sheet.

iii) Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Your Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings

of energy is achieved. No specific investment has been made for reduction in energy consumption by your Company as the impact of measures taken for conservation and optimum utilization of energy are not quantitative. Hence, its impact on cost cannot be stated accurately.

The detailed information on Conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is Annexed hereto as an ‘Annexure IV’ and forms part of this report.

iv) General Disclosures: Your Directors state that no disclosures/ reporting is

required since there were no transactions in respect of the following items during the year under review:

a. Significant and material orders passed by the Regulators or the Courts which would impact the going concern status of the Company and its future operations.

b. Issue of Equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of Shares (including sweat equity shares) to employees of the Company under any scheme.

d. Neither the Managing Director nor the Whole-Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

18. ACKNOWLEDGEMENT: Your Directors would like to express their appreciation

to the Central, State & Local Governments, Authorities, Regulatory Bodies, Financial Institutions, Banks, Customers and the Shareholders of the Company for their continued support and co-operation.

Your Directors also like to place on record their sincere appreciation for the total commitment, dedication and hard work put in by every member of the Uttam Galva Family. Your directors are deeply grateful to you Shareholders, for the confidence and trust reposed in us.

For and on behalf of the BoardRajinder MiglaniChairman Place : Mumbai(DIN 00286788) Date: 27th May, 2016

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ANNEXURE I

CORPORATE SOCIAL RESPONSIBILITY REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016

1 A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

The Company has framed CSR Policy in compliance with the provisions of the Companies Act, 2013 and the same has been posted on the website of the Company. Link for the same is http://www.uttamgalva.com/investors/pdf/policies/ Corporate_Social_Responsibility_CSR_Policy.pdf.The Company has undertaken rural Infrastructure projects in the villages around manufacturing unit located at Dist. Raigad. Besides this, the Company has also embarked upon Health care, Drinking water supply, etc. The Company proposes to continue the rural infrastructure development in the villages around the manufacturing unit in Raigad district.

2

The Composition of the CSR Committee. 1. Shri Gursharan Singh Sawhney (Chairman)2. Shri Anuj R Miglani (Director)3. Shri O P Gahrotra (Director)

3 Average net profit of the Company for last three financial years

` 94.62 Crore

4 Prescribed CSR Expenditure (2% of the amount as in item 3 above)

` 1.89 Crore

5 Details of CSR spent during the Financial Year 2015-16

(i) Total amount spent for the Financial Year. ` 1.08 Crore

(ii) Amount unspent , if any; ` 0.81Crore

(iii) Manner in which the amount spent during the financial year is detailed below (` in Lakh)

Sr. no.

CSR Project or activity identified

Project/ Programms Sector in which the project is

covered

Amount outlay (budget) project

or programs wise

Amount spent on the projects or

programs

Cumulative Expenditure

upto the reporting

period

Amount spent: Direct

or through implementing

agency

1 Rural & Social Development

around Manufacturing

facility

Manufacturing Facilities located at Khalapur

District Raigad

Water Resource Management

(including Drinking Water)

40.00 Nil 108.40 (Direct Spent)

Health Care & Sanitation

23.76 38.63

Education Development

7.36 7.98

Rural Infrastructure Development

82.49 49.12

Overhead 36.20 12.67Total 189.81 108.40

The CSR committee confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company.

Anuj R Miglani Gursharan Singh Sawhney Managing Director Chairman of CSR Committee (DIN: 00287097) (DIN: 02339467)


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ANNEXURE IIForm No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2016

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,Uttam Galva Steels LimitedUttam House, 69, P D ‘Mello Road, Mumbai - 400009I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Uttam Galva Steels Limited (CIN L27104MH1985LPC035806) (hereinafter called the Company).The Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information, management representations provided by the Company, its officers, agents and authorized representatives and based on the draft of independent auditors report during the conduct of the Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company as per ‘Annexure A’ for the financial year ended on 31st March, 2016 according to the provisions of:i) The Companies Act, 2013 (Act) and the rules made

thereunder;ii) The Securities Contracts (Regulation) Act, 1956 and

the rules made thereunder;iii) The Depositories Act, 1996 and the regulations and

bye-laws framed thereunder;iv) Foreign Exchange Management Act, 1999 and

the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct

Investment and External Commercial Borrowings;v) The following regulations and guidelines prescribed

under the Securities and Exchange Board of India Act, 1992 (SEBI Act):a) The Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers) Regulations, 2011

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

d) The Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998

vi) Other sector specific laws as applicable to the Companya. Mines and Minerals (Development Regulation)

Act, 1957 and other Acts/Rules as applicable to Mining activities;.

However, it is reported that there were no instances requiring compliance with the provisions of the laws indicated at para (c) to (h) of para (v) mentioned hereinabove during the period under review as said regulations were not applicable to the company. I have also examined compliance with the applicable clauses of the following:

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(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with the Stock Exchange and the SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015;

I further report that, based on the information provided and the representation made by the Company and also on the review of the compliance reports of Company Secretary/ Managing Director taken on record by the Board of Directors of the Company, in my opinion, adequate systems and processes exist in the Company to monitor and ensure compliance with provisions of applicable general laws like labour laws and environmental laws.I further report that, the compliance by the Company of applicable financial laws like direct and indirect tax laws and maintenance of financial records and books of accounts has not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, mentioned hereinabove and there is adequate compliance management system for the purpose of other applicable laws mentioned as sector specific laws hereinabove.I further report my observation as follows that:1. The Company has spent ` 1.08 Crore out of ` 1.89

Crore as Corporate Social Responsibility Expenditure under section 135 of the Act.

2. The Company has granted unsecured loan to wholly owned foreign subsidiaries and the said loan is interest free and payable on demand.

3. The Company explained to us that the Company will recover excess amount paid to the managerial personnel, if required.

4. As per the records available for verification, the Company has defaulted in repayment of dues since 31st January, 2016 to a financial institutions and banks.

We have relied on the representations made by the Company and its officers for systems and mechanisms formed by the Company for compliances under other sector specific laws and regulations applicable to the Company. I further report that:The Board of Directors of the Company is duly constituted with proper balance of the Executive Directors and the Non-executive Directors (Independent and Non-independent). The changes in the composition of the Board that took place during the period under review were carried out in compliance with the provisions of the Act.Adequate notice is given to all the Directors to schedule the Board meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.Majority decision is carried unanimously and recorded as part of the minutes, wherever required.I further report that:There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with the applicable laws, rules, regulations and guidelines.I further report that:During the audit period there were no specific events/ actions having a major bearing on the affairs of the Company in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

For JNG & Co.,

Jigarkumar GandhiFCS: 7569

C.P. No. 8108

Place: MumbaiDate: 27th May, 2016Note: This report is to be read with our letter of even date which is annexed as ‘Annexure B’ and forms an integral part of this report.


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ANNEXURE - AList of documents verified 1. Memorandum & Articles of Association of the

Company. 2. Minutes of the meetings of the Board of Directors and

various committees comprising of Audit Committee, Nomination & Remuneration Committee etc. held during the period under report.

3. Minutes of General Body Meetings held during the period under report.

4. Statutory Registers/Records under the Companies Act and rules made there under.

5. Agenda papers submitted to all the directors / members for the Board Meetings and Committee Meetings.

6. Declarations received from the Directors of the Company pursuant to the provisions of 184 of the Companies Act, 2013.

7. E-Forms filed by the Company, from time-to-time, under applicable provisions of the Companies Act, 2013 and attachments thereof during the period under report.

8. Intimations received from directors under the Prohibition of Insider Trading and SEBI Takeover Code.

9. Various policies framed by the Company from time to time as required under the statutes applicable to the Company.

10. Processes and procedure followed for Compliance Management System for applicable laws to the Company.

11. Filings made with Reserve Bank of India under the Foreign Direct Investment Guidelines and for Overseas Direct Investments made by the Company.

12. Documents related to payments of dividend made to its shareholders during the period under report.

13. Communicat ions / Letters issued to and acknowledgements received from the Independent directors for their appointment

14. Various policies framed by the Company from time to time as required under the Companies Act as well as Listing Agreement/ Listing Regulations.

ANNEXURE BTo,The Members Uttam Galva Steels LimitedUttam House, 69, P D ‘Mello Road, Mumbai - 400009

Sub : Secretarial Audit Report for the Financial Year ended on 31st March, 2016

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records.

3. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

4. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

5. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management and my examination was limited to the verification of procedures on test basis.

7. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For JNG & Co.,

Jigarkumar GandhiFCS: 7569

C.P. No. 8108

Place: MumbaiDate: 27th May, 2016

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ANNEXURE - III

FORM NO. MGT 9: EXTRACT OF ANNUAL RETURN AS ON FINANCIAL YEAR ENDED 31ST MARCH, 2016Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management & Administration ) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

i CIN L27104MH1985PLC035806ii Registration Date 29.03.1985iii Name of the Company Uttam Galva Steels Limitediv Category/Sub-category of the Company Public Limited Company/ Limited by sharesv Address of the Registered office & contact

detailsUttam House, 69, P. D' Mello Road, Mumbai- 400009.Phone: 022 6656 3500; Fax: 022 23485025

vi Whether listed company Yesvii Name, Address & contact details of the

Registrar & Transfer Agent, if any.Universal Capital Securities Private Limited, 21, Shakil Niwas, Mahakali Caves Road, Andheri (East), Mumbai - 400 093.Tel No.:022 - 28207203/05, E-mail: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated

Sr. No

Name & Description of main products/services NIC Code of the Product / service

% to total turnover of the Company

1 Cold Rolled Product of Steel 27164/27165 10.08%2 GP/GC/Colour Coated Sheet 27171 38.68%

III. PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

Sr. No.

Name of Company CIN/ GLN Holding/ subsidiary/

associate

% of shares

held

Applicable section

1 Atlantis International Services Company Ltd

N.A. WOFS * 100% Section 2(87)

2 Uttam Galva Holdings Limited N.A. WOFS 100% Section 2(87)3 Uttam Galva Steels Netherland B.V. N.A. WOFS 100% Section 2(87)4 Neelraj International Trade Limited N.A. WOFS 100% Section 2(87)5 Uttam Galva Steels BVI Limited N.A. WOFS 100% Section 2(87)6 Uttam Exports BVI Ltd N.A. WOFS 100% Section 2(87)7 Uttam Galva North America, Inc N.A. WOFS 100% Section 2(87)8 Uttam Galva International FZE

(Step down Subsidiary)N.A. WOFS 100% Section 2(87)

9 Texturing Technology Private Limited U27100MH2006PTC160649 Joint Venture 50% Section 2(6)10 Moira Madhujore Coal Ltd U10100WB2009PLC140050 Joint Venture 30.70% Section 2(6)

Note: * - Wholly Owned Foreign Subsidiary


26

IV. SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

(i) Category-wise Shareholding

Category of Shareholders

No. of Shares held at the beginning of the year As on 1st April, 2015

No. of Shares held at the end of the year As on 31st March, 2016

% change during the

year

Demat Physical Total % of Total Shares


A. Promoters

(1) Indian

a) Individual/HUF 59,61,700 -- 59,61,700 4.19 59,61,700 - 59,61,700 4.19 --

b) Central Govt -- -- -- -- -- -- -- -- --

c) State Govt. -- -- -- -- -- -- -- -- --

c) Bodies Corporates

3,93,04,520 3,93,04,520 27.63 3,93,04,520 -- 3,93,04,520 27.63 --

d) Bank/FI -- -- -- -- -- -- -- -- --

e) Any other -- -- -- -- -- -- -- -- --

SUB TOTAL (A) (1) 4,52,66,220 - 4,52,66,220 31.82 4,52,66,220 - 4,52,66,220 31.82 --

(2) Foreign

a) NRI- Individuals -- -- -- -- -- -- -- -- --

b) Other Individuals -- -- -- -- -- -- -- -- --

c) Bodies Corp. 4,13,27,931 4,13,27,931 29.05 4,13,27,931 4,13,27,931 29.05

d) Banks/FI -- -- -- -- -- -- -- -- --

e) Any other… -- -- -- -- -- -- -- -- --

SUB TOTAL (A) (2) 4,13,27,931 -- 4,13,27,931 29.05 4,13,27,931 -- 4,13,27,931 29.05 0

Total Shareholding of Promoters(A)= (A)(1)+(A)(2)

8,65,94,151 -- 8,65,94,151 60.87 8,65,94,151 -- 8,65,94,151 60.87 0

B. PUBLIC SHAREHOLDING

(1) Institutions

a) Mutual Funds 842 37800 38642 0.03 813 37800 38613 0.03 --

b) Banks/FI 13,784 10,100 23,884 0.02 81,420 10,100 91,520 0.06 (0.04)

c) Central govt 69 -- 69 -- 69 -- 69 -- --

d) State Govt. -- -- -- -- -- -- -- -- --

e) Venture Capital Fund

-- -- -- -- -- -- -- -- --

f) Insurance Companies

1,24,104 -- 1,24,104 0.09 1,24,104 -- 1,24,104 0.09 --

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Category of Shareholders

No. of Shares held at the beginning of the year As on 1st April, 2015

No. of Shares held at the end of the year As on 31st March, 2016

% change during the

year



g) FIIS (incl. Foreign Portfo-lio Investors)

3,90,81,405 14,900 3,90,96,305 27.47 3,86,47,301 14,900 3,86,62,201 27.17 0.3

h) Foreign Venture Capital Funds

-- -- -- -- -- -- -- -- --

i) Others (specify)

-- -- -- -- -- -- -- -- --

SUB TOTAL (B)(1) 3,92,20,204 62,800 3,92,83,004 27.61 3,88,53,707 62,800 3,89,16,507 27.35 0.26

(2) Non Institutions

a) Bodies corporates

i) Indian 23,77,338 50,755 24,28,093 1.71 18,55,607 50,755 19,06,362 1.34 0.37

ii) Overseas -- -- -- -- -- -- -- -- --

b) Individuals

i) Individual shareholders holding nominal share capital upto `1 lakh

68,69,511 11,65,800 80,35,311 5.65 98,51,854 11,53,166 1,10,05,020 7.74 (2.09)

ii) Individuals shareholders holding nominal share capital in excess of ` 1 lakh

23,14,189 76,500 23,90,689 1.68 25,52,083 76,300 26,28,383 1.85 (0.17)

c) Others (specify) -- -- -- -- -- -- -- -- --

i) Clearing Members

2,64,651 -- 2,64,651 0.19 5,55,544 - 5,55,544 0.39 (0.2)

ii) Trusts 500 -- 500 -- 800 -- 800 -- --

iii) NRI / OCBs 31,26,364 1,37,340 32,63,704 2.29 5,15,996 1,37,340 6,53,336 0.46 (2.75)

SUB TOTAL (B)(2) 1,49,52,553 14,30,395 1,63,82,948 11.52 1,53,31,884 14,17,561 1,67,49,445 11.78 (0.26)

Total Public Share-holding(B)= (B)(1)+(B)(2)

5,41,72,757 14,93,195 5,56,65,952 39.13 5,41,85,591 14,80,361 5,56,65,952 39.13 0

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 14,07,66,908 14,93,195 14,22,60,103 100.00 14,07,79,742 14,80,361 14,22,60,103 100.00 -


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(ii) Share Holding of Promoters

Sr.No

Shareholder’s Name

Shareholding at the beginning of the year As on 1st April, 2015

Shareholding at the end of the yearAs on 31st March, 2016

% change in shareholding during

the year

No. of Shares

% of total

Shares of the

Company

% of Shares Pledged/

encumbered to total shares

No. of Shares

% of total

Shares of the

Company

% of Shares Pledged/

encumbered to total shares

1 Shri Rajinder Miglani

13,91,855 0.98 -- 13,91,855 0.98 -- --

2 Shri Anuj R Miglani 13,02,094 0.92 _ 13,02,094 0.92 -- --

3 Shri Ankit Miglani 13,00,000 0.91 -- 13,00,000 0.91 -- --

4 Smt. Neelam Miglani

11,27,501 0.79 -- 11,27,501 0.79 -- --

5 Smt. Archana Miglani

3,07,500 0.22 -- 3,07,500 0.22 -- --

6 Smt. Priyanka Miglani

3,07,500 0.22 -- 3,07,500 0.22 -- --

7 Smt. Sheetal Miglani 2,03,750 0.14 -- 2,03,750 0.14 -- --

8 Ms. Sudiksha Miglani - Minor (U/G Anuj R Miglani)

21,500 0.02 -- 21,500 0.02 -- --

9 M/s. Archisha Steels Pvt. Ltd

58,49,878 4.11 -- 58,49,878 4.11 -- --

10 M/s. Sainath Trading Co. Pvt. Ltd

33,23,600 2.34 -- 33,23,600 2.34 -- --

11 M/s. Kredence Multi Trading Ltd

1,49,21,063 10.49 -- 1,49,21,063 10.49 -- --

12 M/s. Uttam Exports Pvt. Ltd

73,24,379 5.15 -- 73,24,379 5.15 -- --

13 M/s. Evergreen Tradeplace Pvt. Ltd

78,85,600 5.54 -- 78,85,600 5.54 -- --

14 ArcelorMittal Netherlands BV

4,13,27,931 29.05 -- 4,13,27,931 29.05 -- --

Total 8,65,94,151 60.88 -- 8,65,94,151 60.88 -- --

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

There is no change in Promotor’s shareholding during the year.

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(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No.

Name of Top Ten Shareholders Shareholding at the beginning of the year As on 1st April, 2015

Change in the shareholding during

the year

Shareholding at the end of the year

As on 31st March, 2016

No. of shares

% of total shares of the

Company

No. of shares


Company

No. of shares


Company

1 Eriska Investment Fund Ltd 32,38,000 2.28 1,07,50,000 7.55 1,39,88,000 9.83

2 Albula Investment Fund Limited 1,28,56,750 9.04 0 0.00 1,28,56,750 9.04

3 Asia Investment Corporation (Mauritius) Limited

84,42,125 5.93 0 0.00 84,42,125 5.93

4 Cresta Fund Limited 1,41,01,426 9.91 -1,07,50,000 -7.55 33,51,426 2.36

5 Dr. Barun Kumar Nayak 2,30,291 0.16 0 0.00 2,30,291 0.16

6 Nina Dalal 1,89,887 0.13 0 0.00 1,89,887 0.13

7 Ghanshyam Kalwani 1,74,667 0.12 0 0.00 1,74,667 0.12

8 Shri Parasram Holdings Pvt.Ltd. 1,03,036 0.07 58,699 0.04 1,61,735 0.11

9 Life Insurance Corporation of India 1,24,104 0.09 0 0.00 1,24,104 0.09

10 Bonanza Portfolio Ltd 72,677 0.05 38,554 0.03 1,11,231 0.08

(v) Shareholding of Directors and Key Managerial Personnel

Sr.No.

Name of Directors and Key Managerial Personnel

Shareholding at the beginning of the year

As on 1st April, 2015

Change in the shareholding during the

year

Shareholding at the end of the year

As on 31st March, 2016

No. of shares


Company

No. of shares


Company

No. of shares


Company

1 Shri Rajinder Miglani 13,91,855 0.98 - - 13,91,855 0.98

2 Shri Anuj R Miglani 13,02,094 0.92 - - 13,02,094 0.92

3 Shri Ankit Miglani 13,00,000 0.91 - - 13,00,000 0.91

4 Shri Gursharan Singh Sawhney 14,234 0.01 - - 14,234 0.01

Total 40,08,183 2.82 - - 40,08,183 2.82


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V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment: ` in Crore

Particulars Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 2699.21 7.14 0 2706.35ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but not due 24.93 0 0 24.93Total (i+ii+iii) 2724.14 7.14 0 2731.28

Change in Indebtedness during the Financial Year

Addition 196.99 63.33 0 260.32Reduction (191.29) (6.4) 0 (197.69)Net Change 5.7 56.93 0 62.63Indebtedness at the end of the financial year

i) Principal Amount 2704.91 64.07 2768.98ii) Interest due but not paid 15.19 0 15.19

iii) Interest accrued but not due 27.79 0 27.79

Total (i+ii+iii) 2747.89 64.07 0 2811.96

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A) Remuneration to Managing Director, Whole-time Directors and/or Manager: in `

Sr. No.

Particulars of Remuneration Name of MD/WTD/ Manager

Total Amount

Shri Anuj R Miglani

Shri G S Sawhney

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

1,02,00,000 93,91,400 1,95,91,400

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 2,16,836 28,800 245,636

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- - -

2 Others, please specify NA NA NA

Total 1,04,16,836 94,20,200 1,98,37,036

Ceiling as per the Act As per Schedule V of the Companies Act, 2013

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B) REMUNERATION TO OTHER DIRECTORSin `

Sr. No.

Particulars of Remuneration Name of Directors Total Amount

Shri O P Gahrotra

Shri D L Rawal

Shri S T Parikh

Smt. S P Sukumar

Shri R K Dubey

1 Independent Directors

Fee for attending board / committee meetings

1,70,000 1,00,000 30,000 1,30,000 50,000 4,80,000.00

Commission 0 0 0 0 0 -

Others, please specify 0 0 0 0 0

Total 1,70,000 1,00,000 30,000 1,30,000 50,000 4,80,000

Ceiling as per the Act As per Schedule V of the Companies Act, 2013

C) REMUNERATION TO KEY MANAGERIAL PERSONNEL (OTHER THAN MD AND CFO)in `

Sr. No. Particulars of Remuneration Name of Key Managerial Personnel

Total Amount

Shri R Agrawal

1 Gross Salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

42,30,828 42,30,828

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

6,02,064 6,02,064

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- -

2 Others, please specify 0 0

Total 48,32,892 48,32,892

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no Penalties / Punishment/ Compounding of Offences for the financial year ended 31st March, 2016.


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ANNEXURE IVParticulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo required under the Companies (Accounts) Rule 2014

Particulars Year ended 31st March, 2016 Year ended31st March 2015A. Power and Fuel Consumption1 Electricity (CPP+Purchased)a. CGL Unit

Unit(KWH) 34810273 37318760Total amount(Rs in Crore) 28.85 30.13Rate/Unit (Rs) 8.29 8.07

b. CRM UnitUnit(KWH) 118378447 120018492Total amount(Rs in Crore) 98.45 96.87Rate/Unit (Rs) 8.32 8.07

c. CCL UnitUnit(KWH) 12803280 11649290Total amount(Rs in Crore) 10.61 9.40Rate/Unit (Rs) 8.29 8.07

d. PRC UnitUnit(KWH) 15060208 16629506Total amount(Rs in Crore) 14.57 15.69Rate/Unit (Rs) 9.67 9.43

2 Electricity (D.G. Set)Unit(KWH) 47998 70332Total amount(Rs in Crore) 0.10 0.18Rate/Unit (Rs) 21.60 25.20

3 FuelsRLNG / OthersQty (MT) 18983.58 17565.08Total amount (Rs in Crore) 83.27 87.60Avg. Rate (Per Kg `) 43.86 49.87

B. Consumption per unit of Productiona. Galvanised Plain/Corrugated

Sheets/Coils(MT) 561,754 547,584Electricity(KWH) 88.78 98.52RLNG(MT) 0.02 0.02

b. Cold Rolled Sheets/Coils(MT) 691796 704485Electricity(KWH) 171.12 170.36RLNG(MT) 0.01 0.01

c. Color coatedSheets/Coils(MT) 128395 97025Electricity(KWH) 99.72 120.06RLNG(MT) 0.02 0.03

C. Technology Absorption:The Company’s products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. The Company has fully absorbed the technology. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

D. Foreign Exchange Earnings & Outgo: ` in croreEarnings(FOB Value)Exports 2839.2 3053.37Outgo( Cost & CIF Value)

1 Raw Material Imported 3781.84 3857.272 Import of Plant & Machinery 14.30 12.253 Import of Stores & Spares 8.66 11.854 Interest Cost & Upfront Fees 95.66 109.645 Expenditure on travelling 0.41 0.736 Legal Professional & Consultancy Fees 7.43 3.757 Commission 0.81 0.908 International Freight on Exports 33.42 43.919 Others 9.35 1.17

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ANNEXURE – V

REPORT ON CORPORATE GOVERNANCEThe Board of Directors of your Company has taken adequate steps to adhere to all the compliances with the Corporate Governance as specified in the Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (hereinafter known as ‘Listing Regulations’), erstwhile Listing Agreement with the stock exchanges.1. THE COMPANIES PHILOSOPHY ON CORPORATE GOVERNANCE:

We, Uttam Galva Steels Limited, feel that the Corporate Governance is a process which enables the Company to operate in a systemic manner to meet its ethical, legal and business expectations and at the same time fulfill its social responsibilities. The core value of Corporate Governance lies in integrity, transparency, accountability, high degree of disclosures, emphasis on product quality and adopting best business practices.

2. BOARD OF DIRECTORS:

The Company believes that a diverse and Independent Board should be at the helm of affairs to ensure the highest levels of Corporate Governance. Accordingly, your Company has always had adequate & competent Independent Directors. For effective discharge of its functions and proper deliberations, the Board has constituted various committees.(a) Composition of the Board:

Your Company maintains an optimum combination of Executive and Non-executive Independent Directors with at least one Woman Director on the Board. The Board consisted of 7 Directors with considerable experience in their respective fields. Of these, 4 are Non - Executive Independent Directors including a Woman Director on the Board of the Company. Accordingly, the composition of the Board is in conformity with Regulation 17(1) of the Listing Regulations.

(b) Details of the Directorship / Committee Chairmanship and Memberships held by the Directors in other Companies and attendance record of them at the Board Meeting and at the last AGM:

SrNo.

Name of Directors Category of Directors Attendance *No. of Other

Directorship

Chairperson of the Board

**Board Committee No. of shares held by

Directors

Board Meetings

Last AGM

Director is a

Member

Director is a

Chairperson

1 Shri Rajinder Miglani Non- Executive Chairman (Promoter)

4 Yes 9 2 1 1 13,91,855

2 Shri O P Gahrotra IndependentDirector

4 Yes 5 Nil Nil Nil Nil

3 Shri R K Dubey (appointed on 30.10.2015)

Additional Director 1 NA 2 Nil Nil Nil Nil

4 Smt. Swarna Prabha Sukumar

Independent Director 4 No Nil Nil Nil Nil Nil

5 Shri B L Khurana (appointed on 27.05.2016)

Additional Director Nil NA 6 Nil 2 Nil Nil

6 Shri Anuj R Miglani Managing Director(Promoter)

4 Yes 11 - 1 Nil 13,02,094

7 Shri G S Sawhney Director (Finance) & Group CFO

4 Yes 1 - Nil Nil 14,234

* The Directorship includes Private Limited Company and excludes Section 8 Companies as per the Companies Act, 2013.** Board Committee includes Audit committee and Stakeholders’ Relationship Committee as per Regulation 26 of the Listing Regulations.


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During the year, State Bank of India has appointed Shri R. K. Garg as a Nominee Observer on the Board of the Company and he is a permanent invitee to the Board Meetings.

(c) Meetings : The Board of Directors of the Company met four times during the Financial Year 2015-16 on following dates:

1) 22.05.2015 2) 31.07.2015 3) 30.10.2015 4) 12.02.2016 (d) Disclosure of relationships between Directors:

Shri Rajinder Miglani – Non Executive Chairman of the Company is the father of Shri Anuj R Miglani – Managing Director and Shri Ankit Miglani (Director till 21.04.2016). Except for the abovementioned Directors, none of the other Directors are related to each other.

(e) Disclosure for Independent Directors:

During the year under review, a separate Meeting of Independent Directors was held on 12th February, 2016 and all the Independent Directors were present in that meeting.

Pursuant to the provisions of the Regulation 25(7) of the Listing Regulations, the web link of the details of Familiarization Programme for Independent Directors is disclosed here below:

http://uttamgalva.com/company/Familiarization%20programme%20for%20independent%20directors.pdf

3. AUDIT COMMITTEE:

(a) Brief Description of Terms of Reference:

Your Company has constituted a well-qualified and Independent Audit Committee in line with the provisions of Regulation 18 of the Listing Regulations read with Section 177 of the Companies Act, 2013 and rules made thereunder. Two - Third of the Members of this Committee are Independent Directors including the Chairman.

The role of the Audit Committee are as per the guidelines specified in Part C of Schedule II of the Listing Regulations and Section 177 of the Companies Act, 2013, which inter alia includes overseeing the Company’s financial reporting process, reviewing the financial statements with the management and the adequacy of the internal audit function, internal control and to discuss significant internal audit findings, statutory compliances and issues related to risk management and compliances.

The Audit Committee has power to investigate into any activity within its terms of reference, seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary.

(b) Composition, Name of Members & Chairperson:

The Audit Committee comprises of three Directors and out of them two are Independent Directors. All the members of the Committee are financially literate and possess sound knowledge of accounts, audit, finance, etc.

Shri O P Gahrotra is the Chairman of the Audit Committee, Smt. Swarna Prabha Sukumar and Shri G S Sawhney are the members of the Committee as on 31.03.2016.

Details of meetings attended by the Directors during the year under review are as follow:

Sr. No. Name of Directors No. of Meetings attended

1. Shri O P Gahrotra 42. Shri S T Parikh (upto 30.07.2015) 13. Shri D L Rawal (upto 28.01.2016) 34. Smt. Swarna Prabha Sukumar (from 30.10.2015) 15. Shri G S Sawhney (from 12.02.2016) 16. Shri B L Khurana (from 27.05.2016) NIL

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The Internal Auditor and Statutory Auditors are Permanent invitees to the meetings of the Audit Committee. The then Chairman of Audit Committee, Shri D L Rawal was present in the Annual General Meeting held on 29th

August, 2015 as per Regulation 18(d) of the Listing Regulations (erstwhile clause 49 of the Listing Agreement with the stock exchanges).

The Operations Heads are invited to the Meetings, as and when required. The Cost Auditors appointed by the Company under Section 148 of the Companies Act, 2013 attends the Audit

Committee Meeting whenever Cost Audit Report is discussed. Shri R Agrawal, President & Company Secretary acts as the Secretary to the Audit Committee. (c) Meetings:

During the Financial Year 2015-16, the Audit Committee met four times on following dates:- 1) 22.05.2015 2) 31.07.2015 3) 30.10.2015 4) 12.02.2016

4. NOMINATION AND REMUNERATION COMMITTEE

(a) Brief Description of Terms of Reference:

Your Company has set up the Nomination & Remuneration Committee as prescribed under the Regulation 19 of the Listing Regulations and Section 178 of the Companies Act, 2013. The role of committee is inter-alia to formulate the Company’s policy to determine qualifications, positive attributes and independence of directors and to formulate the criteria for evaluation of Independent Directors and also to approve payment of remuneration to Directors, Managerial personnel and other employees.

(b) Composition, Name of Members & Chairperson:-

All the members of the Nomination and Remuneration Committee are Non-Executive Directors. Shri O P Gahrotra is the Chairman of the Nomination and Remuneration Committee, Smt. Swarna Prabha

Sukumar and Shri Rajinder Miglani are the members of the Committee as on 31.03.2016. Details of meetings attended by the Directors during the year under review are as follow:

Sr. No. Name of Directors No. of Meetings attended1. Shri O P Gahrotra (from 30.10.2015) NIL 2. Shri S T Parikh (upto 30.07.2015) NIL 3. Shri D L Rawal (upto 28.01.2016) 24. Smt. Swarna Prabha Sukumar 25. Shri Rajinder Miglani (from 12.02.2016 to 27.05.2016) NIL 6. Shri B L Khurana (from 27.05.2016) NIL

(c) Meetings :-

During the Financial Year 2015-16, the Nomination and Remuneration Committee met two times on the following dates:

1) 31.07.2015 2) 30.10.2015(d) Remuneration Policy:

The Company has formulated this policy to determine the remuneration of the Directors, Key Managerial Personnel (KMP) and Senior Executives of the Company. The basic objectives of the policy are highlighted here below:

To ensure that Whole Time Directors, Key Managerial Personnel and Senior executives of high caliber are being attracted and retained and are sufficiently compensated for their performance.


36

Identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down in the Policy.

Evaluate the performance of the Whole time Directors, Key Managerial Personnel and Senior executives.

To recommend to the Board for Remuneration payable to the Whole time Directors, Key Managerial Personnel and Senior Executives.

To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Whole time Directors, Key Managerial Personnel and Senior Executives.

(e) Performance evaluation criteria for Independent Directors:

Pursuant to the provisions of the Companies Act, 2013 and Regulations 19 read with the Part D of the Schedule II of the Listing Regulations, the Nomination and Remuneration Committee (NRC) has laid down the criteria for performance evaluation of the Independent Directors which are as follows: 1. Attendance at Board Meetings and General Meetings.2. Participation in Board Meetings.3. Independence and candidness shown in Board Meetings.4. Objectivity and constructiveness in expressing views.5. Interaction with Executive Directors and Senior Management both during and outside Board Meetings. 6. Awareness of legal provisions regarding duties, responsibilities and obligations relating to the Company

and shareholders.7. Awareness about provisions relating to Corporate Governance, Risk Management, disclosure and legal

Compliances.8. Skills, experience and knowledge in their respective field. 9. Any other observation that Directors wish to make in this regard.

5. REMUNERATION OF DIRECTORS:

The details of the remuneration paid to all the Directors are broadly given in point no. (VI) of the Form MGT-9, Extract of Annual Return which is annexed to the Directors’ Report. Moreover, the Company would like to present the following additional disclosures as required under Listing Regulations: (i) All elements of remuneration package of individual directors as summarized under salary, perquisites and

pensions. Except that there are no other benefits such as bonuses and stock option as part of the salary. (ii) The salary to executive directors as mentioned herein point no (VI) of the Form MGT-9, is only the fixed

components and there is no variable components which may based on the performance criteria. (iii) All executive directors abide by the terms and conditions as decided at the time of their appointment and

reappointment. (iv) No Stock option is given to any Directors of the Company.(v) No Pecuniary relationship/ transactions with the Non-executive directors vis-a-vis the Company except for

the payment of sitting fees to attend the Board and the Committee Meetings.(vi) The criteria for making payments to executives are broadly explained by the Company in their Remuneration Policy.

Web Link of the same is http://uttamgalva.com/investors/pdf/policies/Remuneration%20Policy%20UGSL.pdf

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6. APPOINTMENT & RE-APPOINTMENT OF DIRECTORS:

During the Year, Shri S T Parikh and Shri D L Rawal – Independent Directors of the Company passed away on 30th July, 2015 and 28th January, 2016, respectively. Your Directors wish to express their gratitude and sincere appreciation to Shri S T Parikh and Shri D L Rawal for their immense & invaluable contribution to the Company during their tenure as Directors.

During the year, Shri R K Dubey and Shri B L Khurana were appointed as Additional Directors with effect from 30th October, 2015 and 27th May, 2016 respectively. Their appointment as Independent Directors on the Board are being proposed in this Annual General Meeting.

Shri Ankit Miglani resigned from the Board of the Company with effect from 21st April, 2016. Shri Anuj R Miglani is being re-appointed as the Managing Director for a term of three years commencing from 10th

November, 2015 to 9th November, 2018, subject to the approval of Members in this Annual General Meeting. In accordance with the requirements of the Companies Act, 2013 and the Articles of Association of the Company,

Shri Rajinder Miglani retires by rotation and being eligible has offered himself for re-appointment. Brief profile of the Directors being appointed/re-appointed are as follows:

Name of Directors

Brief Resume Nature of expertise and share holdings

The details of the Directorships / Committee Memberships/Chairmanship in other Companies

Shri Rajinder Miglani

He is an Industrialist and joined the Board as the Promoter Director since the inception of the Company. He is a graduate and having more than 49 years of experience in the Steel Industry.

Industrialist13,91,855 Equity Shares

o Uttam Value Steels Limited o Uttam Galva Metallics Limitedo Uttam Galva Ferous Limited o Mig Oil & Gas Limited o Real ID Limitedo Vibrant Realty & Infrastructure

Limited o Paritosa Properties Private Limitedo Revive Buildzone and Dealers

Private Limitedo Heli Properties Private Limitedo M. Visvesvaraya Industrial Research

and Development Centre.Name of the CompanyCommittee / Positionso Uttam Value Steels Limited

Stakeholder Relationship Committee (Chairman)

Shri Anuj R Miglani

He is Graduate in Mechanical Engineering from the Imperial College of Science & Technology, London. He is managing the overall operations of the Company under the superintendence and control of the Board of Directors. He joined the board in November, 2001.

Industrialist13,02,094

Equity Shares

o Uttam Galva Metallics Limited o Uttam Utkal Steels Limitedo Kredence Multi Trading Limitedo Metallurgical Engineering and

Equipments Limited o Spiral Pack (India) Ltd.o Real ID Limitedo Revive Buildzone and Dealers

Private Limited


38

o Shreenathji Biotechnology Park Infrastructure Private Limited (Formerly known as Uttam Biotechnology Park Infrastructure Private Limited)

o MKR Associates Pvt. Ltd. (Formerly Known as Tojo Associates Pvt. Ltd.)

o Swilken India Private Limitedo Karishma Trading Co. Private

Limited.Name of the CompanyCommittee / Positionso Kredence Multi Trading Ltd. Audit Committee (Member)

Shri R K Dubey

He is the retired Chairman & Managing Director of Canara Bank. He also held the position of Executive Director in Central Bank of India. He started his banking career with Punjab National Bank as a Management Trainee and rose to the level of General Manager during after working at different levels both in operations and administration across India.

Ex-Banker (Nil Shares)

o DHFL Pramerica Asset Managers Private Limited

o Brickwork Risk & Investment Management Solutions Private Limited

Name of the CompanyCommittee / PositionsNil

Shri B L Khurana

He is the retired Chairman of Lakshmi Commercial Bank, the biggest non-nationalized bank in the country. He is holding Bachelor Degree of Arts and C.A.I.I.B and having experience of more than 72 years in Banking Industries. He also worked as an Executive Director with the public sector bank namely New Bank of India and was elevated as Chairman and Managing Director

Ex-Banker (Nil Shares)

o Hindustan Tin Works Limitedo RLF Limitedo Uttam Value Steels Limitedo Uttam Galva Metallics Limitedo Madhouze Hospitality Private

Limitedo Usha Leasing Private LimitedName of the CompanyCommittee / Positionso Uttam Value Steels Limited

Audit Committee (Member)o Uttam Galva Metallics Limited

Audit Committee (Member)7. MANAGEMENT DISCUSSION AND ANALYSIS:

This Directors’ report has a detailed section on Management Discussion and Analysis.8. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

In terms of section 178 of the Companies Act, 2013 and as per the provisions of the Regulation 20 of the Listing Regulations, the Company has duly constituted Stakeholders Relationship Committee. This Committee performs as per the role suggested in Part D of the Schedule II of the Listing Regulations, inter-alia includes the satisfactory redressal mechanism for investors’ complaints and quality of services to the investor. (a) Composition of the Committee:

Smt. Swarna Prabha Sukumar is a Non- Executive, Independent Chairman of the said Committee. Shri Anuj R Miglani and Shri G S Sawhney are the members of the Committee as on 31.03.2016.

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Details of meetings attended by the Directors during the year under review are as follows.

Sr. No. Name of Directors No. of Meetings attended1 Smt. Swarna Prabha Sukumar (from 12.02.2016) Nil 2 Shri S T Parikh (up to 30.07.2015) Nil3 Shri Rajinder Miglani (up to 30.10.2015) 14 Shri D L Rawal (30.10.2015 to 28.01.2016) Nil 5 Shri G S Sawhney (from 30.10.2015) 16 Shri Anuj R Miglani 2

(b) Meetings

During the Financial Year 2015-16, the Committee met two times on the following dates: 1) 31.07.2015 2) 12.02.2016 Shri R Agrawal- President & Company Secretary is the Compliance Officer.(c) Status of the Complaints:

Number of Shareholders Complaints received during the Financial Year 2015-16 4Number of complaints not solved to the satisfaction of the shareholders NilNumber of pending Complaints Nil

9. EQUITY SHARES IN THE DEMAT SUSPENSE ACCOUNT:

In terms of Schedule V(F) of the Listing Regulations, the Company reports that there are no Equity Shares lying in the Demat Suspense Account.

10. GENERAL BODY MEETINGS:

(a) The details of the Annual General Meeting held in last three years are as under:

Year Day and Date Time Location Number of Special Resolution passed

2012-13 28th AGM held on Saturday, the 17th August, 201311.00a.m.

M C Ghia Hall, 18/20,

K Dubhash Marg, Mumbai 400 001.

1

2013-14 29th AGM held on Saturday, the 23rd August, 2014 1

2014-15 30th AGM held on Saturday, the 29th August, 2015 2

(b) During the last year the Company has not passed any Special/ Ordinary Resolution through Postal ballot process.

Note: All the Resolutions set out in the respective Notices for the above Meetings were duly passed by the Shareholders with the requisite majority in each case.

11. MEANS OF COMMUNICATION:

(a) Quarterly Results:

The quarterly, half-yearly and yearly financial results of the Company are sent to the Stock Exchanges immediately after they are approved by the Board through the mode specified by the respective Stock Exchanges

(b) News papers wherein results normally published:

Un-audited and Audited Financial Results are published in Free Press Journal (English) having all India coverage and Navshakti (Marathi) local newspaper.

(c) Website:

The Company’s website (www.uttamgalva.com) contains section called ‘Financial’ and ‘Investors’ which give information on Audited and Un-Audited financial results, Annual Report(s) and various policies applicable to the Company.


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(d) Official News Releases:

The Company displays official news releases as and when the situation arises.(e) Presentations:

The Company makes presentation to institutional investors or the analysts when found appropriate.12. GENERAL SHAREHOLDERS’ INFORMATION

i. Annual General Meeting(Date, Time and Venue)

30th August, 2016, at 11.00 a.m. at M. C. Ghia Hall, 18/20. K Dubhash Marg, Mumbai – 400 001.

ii. Financial Year 1st April, 2015 to 31st March, 2016iii. Date of Book Closure From 24th August, 2016 to 30th August, 2016 (both days inclusive)iv. Dividend Payment Date Not Applicablev. Listing on Stock Exchanges and

Stock CodeBSE Ltd. (BSE)Phiroze Jeejeebhoy Towers,Dalal Street, Mumbai – 400 001Scrip Code: 513216

National Stock Exchange of India Ltd (NSE)Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra – Kurla Complex,Bandra (E), Mumbai – 400 051.Scrip Code: UTTAMSTL

vi Payment of Annual Listing Fee to Stock Exchange

The Company has paid the listing fees of both the Stock Exchanges within the prescribed time.

vii Registrar and Share Transfer Agent

Universal Capital Securities Private Limited21, Shakil Niwas,Mahakali Caves Road,Andheri (East), Mumbai - 400 093.Tele No.: 28207203/05 E-mail: [email protected]

viii Share Transfer System Request sent for share transfer in physical form are registered and the Certificates have been duly issued by our Registrars and Share Transfer Agent within the period of 15 days of receipt of the documents, provided documents received are found in order. Shares under objections are returned to the persons who have lodged it.

ix Dematerialization of Shares and Liquidity

Nearly 98.96% of total Equity Share Capital is held in dematerialized form with National Securities Depository Limited/ Central Depository Services (India) Limited.

x Outstanding GDRs/ ADRs/ Warrants or any Convertible Instruments, Conversion Date and likely impact on Equity

Nil

xi Commodity Price risk or Foreign exchange risk and hedging activities

The Company has internal risk management procedures according to which all Commodity Price risks and Foreign exchange risks are hedged.

xii Plant Locations Khopoli – Pen Road, Khopoli – Pali Road, Donvat, Dist.-Raigad, Maharashtra Dahivali, Dist.-Raigad Maharashtra

xiii Address for correspondence Registered office :Uttam House, 69, P. D’Mello Road, Mumbai-400009.Email : [email protected] : www.uttamgalva.com

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xiii. Market Price Data: High & Low of each month during the financial year 2015-16:

Month Quotation at BSE Ltd. Quotation at National Stock Exchange of India Ltd. HIGH LOW HIGH LOW

April, 2015 49.40 48.15 49.70 48.05May, 2015 48.70 47.70 49.00 47.05June, 2015 34.30 33.40 34.50 33.15July, 2015 35.50 34.10 35.65 34.00August, 2015 34.70 33.50 34.65 33.60September, 2015 34.00 33.00 33.85 32.80October, 2015 31.70 29.50 31.75 29.65November, 2015 31.50 30.80 31.55 30.80December, 2015 34.80 34.10 34.85 34.05January, 2016 29.50 28.85 29.60 28.75February, 2016 25.20 24.45 25.25 24.45March, 2016 29.30 28.40 29.20 28.25

xiv. Performance in comparison to BSE and NSE indices.

xv. Distribution of Shareholding:

The Shareholding distribution of Equity Shares as on 31st March, 2016 is given here below:

Sr.No.

Nominal value of shares No. ofShareholders

No. ofShares

Percentage of Shareholding

1 Upto 5,000 27,513 44,32,209 3.112 5,001 – 10,000 2,604 21,71,417 1.523 10,001 – 20,000 1,133 17,94,738 1.264 20,001 – 30,000 325 8,48,053 0.605 30,001 – 40,000 165 5,94,206 0.426 40,001 – 50,000 138 6,53,132 0.467 50,001 – 1,00,000 205 15,32,049 1.088 1,00,001 ABOVE 190 13,02,34,299 91.55

TOTAL 32,273 14,22,60,103 100.00

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-16

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Performance in comparison to NSE


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13. OTHER DISCLOSURES:

(a) Disclosure on Materially Significant Related Party Transactions:

There were no materially significant related party transactions during the year having potential conflict with the interest of the Company at large. The Company has formulated the Policy on Materiality of Related Party Transactions to decide the materiality for the related party transaction and to deal with related party transaction. The said Policy has been posted on the website of the Company. Web link is

http://uttamgalva.com/investors/pdf/policies/Policy_materiality_related_party_transaction.pdf.(b) Policy for Determining Material Subsidiaries:

In terms of Regulation of the Listing Regulations, the Company has formulated a Policy for Determining Material Subsidiaries and the same is available on the Company’s website. The Policy can be accessed at: http://www.uttamgalva.com/investors/pdf/policies/Policy%20for%20Determining%20Material%20Subsidiaries.pdf

(c) Details of Compliances:

The Company has complied with all the requirements of the Listing Regulations and other regulations as and when specified by SEBI and/ or any other statutory authorities. No penalties or strictures have been imposed by SEBI, Stock Exchanges or any other statutory authority on matters relating to capital markets during last three years.

(d) Whistle Blower & Vigil Mechanism:

The Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes ethical behavior in all its business activities. The Whistle Blower Policy and Vigil Mechanism has been laid down by the Company in view to provide a mechanism for the Directors and employees of the Company to approach the person authorized by the Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct. Each and every employee has access to the Audit Committee. It is confirmed that no personnel has been denied access to the Audit Committee.

(e) Disclosure of Commodity Price Risks and Commodity hedging activities:

During the year under review, the Company had managed the foreign exchange risk and hedged to the extent considered necessary. The Company enters into forward contracts for hedging foreign exchange exposures against exports and imports. The details of foreign currency exposure are disclosed in ‘Annexure IV’ of the Directors’ report.

(f) Other voluntary disclosures:

The Chairman of the Board as a Non-executive Chairman and his position is separate from that of the Managing Director and CEO of the Company.

During the year under review there is no audit qualification on the Company’s financial statements. The Internal Auditor reports to the Audit Committee of the Company. India Ratings and Research (Ind Ra) has downgraded Uttam Galva Steels Limited’s (UGSL) Long Term

Issuer Rating to ‘IND D’ from ‘IND BBB+’ while resolving the Rating Watch Negative (RWN). The agency has also downgraded the ratings on UGSL’s various bank facilities to ‘IND D’ from ‘IND BBB+’/RWN and ‘IND A2’/RWN.

14. CODE OF CONDUCT:

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company which is posted on the website of the Company.

All Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis. A declaration to this effect signed by the Managing Director of the Company is given below:

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Declaration on Code of Conduct

I hereby declare that the Company has obtained from all the members of the Board and Senior Management Personnel, affirmation that they have complied with the Code of Business Conduct & Ethics for Directors/ Senior Management Personnel in respect of the financial year 2015-16.

I further declare that the said Code of Conduct have been posted on the website of the Company in accordance with the Regulation 46 of the Listing Regulations.

Anuj R Miglani Place: Mumbai Managing Director Date : 27th May, 2016

15. CEO & CFO CERTIFICATION:

Shri Anuj R Miglani, Managing Director and Shri G. S. Sawhney, Director (Finance) & Group CFO of the Company have given Annual Compliance Certificate to the Board in terms of the Regulations 17(8) read with Part B of Schedule II of the Listing Regulations.

16. AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE:-

To, The Members UTTAM GALVA STEELS LIMITED We have examined the compliance of regulations of Corporate Governance by UTTAM GALVA STEELS LIMITED

for the year ended 31st March, 2016, as stipulated in regulations Part C of Schedule V of the Listing Regulations. The compliance of regulations of Corporate Governance is the responsibility of the Management. Our examination

was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the regulations of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the regulations of Corporate Governance as stipulated in the Listing Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For M/s Todarwal & Todarwal

Chartered Accountants

Firm Registration No. 111009W Sd/-Sunil Todarwal

Partner. Place: MumbaiMembership No. 031512 Date : 27th May, 2016


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ANNEXURE VIForm AOC-1

(Pursuant to first proviso to section 129(3) read with rule 5 of the Companies (Accounts) Rules, 2014)Statement containing salient features of the financial statement of Subsidiary/Associate Companies / Joint Venture

PART A : Subsidiary Companies

Name of the subsidiary

Uttam Galva Holdings Ltd.

Neelraj International

Trade Ltd

Uttam Galva Steels ( BVI)

Ltd

Uttam Galva North America INC

Uttam Exports BVI

Ltd

Uttam Galva International

FZE (Step Down

Subsidiary)

Total

Reporting period for the subsidiary concerned is the same i.e. 31st March, 2016

Reporting Currency and Exchange Rate

USD @ 66.3329

USD @ 66.3329

USD @ 66.3329

USD @ 66.3329

USD @ 66.3329

USD @ 66.3329

USD @ 66.3329

Share Capital 21,94,22,500 30,04,991 12,01,99,600 50,87,21,500 18,29,32,500 21,68,92,331 125,56,64,789

Reserves & Surplus (38,38,751) (94,00,53,28) (19,79,96,675) 47,54,344 (5,60,49,775) 28,90,58,746 (32,41,48,451)

Total Assets 12,13,892 1,58,91,705 128,42,29,952 153,00,48,203 14,33,26,094 340,15,06,669 6,60,43,10,947

Total Liabilities 48,71,886 10,65,80,387 134,95,60,287 99,46,30,659 3,77,169 289,55,55,592 5,84,11,40,111

Investments 21,68,92,331 0 0 0 0 0 2,16,892,331

Turnover 0 0 54,36,52,033 454,65,11,685 158,59,52,124 14,99,55,87,601 22,05,14,99,191

PBT (3,06,000) (61,432) (6,04,20,092) 66,76,507 (3,50,76,078) 9,38,30,604 (4,01,13,771)

Provision for Taxation 31,15,828 31,15,828

PAT (3,06,000) (61,432) (6,04,20,092) 35,60,679 (3,50,76,078) 9,38,30,604 (4,32,29,599)

Proposed Dividend NIL NIL NIL NIL NIL NIL

% of Share Holding 100% 100% 100% 100% 100% 100%

Part B : Associates and Joint Ventures

Name of the Associates / Joint Ventures Texturing Technology Private Limited

Moira Madhujore Coal Limited

Latest audited Balance Sheet Date 31st March, 2016 31st March, 2016

Shares of the Associate / Joint Ventures held by the Company 30,20,000 1,99,465

Amount of Investment in Associates / Joint Venture Rs 3,02,00,000 1,68,40,035

Extend of Holding % 50% 30.70%

Description of how there is a significant influence There is significant influence due to percentage (%) of Share Capital

Reason why the associate / Joint Venture is not consolidated NA NA

Net worth attributable to shareholding as per latest audited Balance Sheet 7,52,92,892 83,17,317

Profit for the year

i. Considered in Consolidation 35,56,086 3,70,570

ii. Not Considered in Consolidation NA NA

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TO THE MEMBERS UTTAM GALVA STEELS LIMITED Report on the Financial StatementsWe have audited the accompanying standalone financial statements of Uttam Galva Steels Limited (“the Company”), which comprise the Balance Sheet as at 31st

March, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory informationManagement’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit.We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain

INDEPENDENT AUDITOR’S REPORT

reasonable assurance about whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence, on a test basis, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal financial control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on Stand-alone financial statements.OpinionIn our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:(a) in the case of the Balance Sheet, of the state of affairs

of the Company as at 31st March, 2016;(b) in the case of the Statement of Profit and Loss, of the

loss for the year ended on that date; and(c) in the case of the Cash Flow Statement, of the cash

flows for the year ended on that date.Other MattersThe financial statements of the Company for the year ended 31st March, 2015, were audited by another auditor whose report dated 22nd May, 2015 expressed an unmodified opinion on those statements.Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report)

Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act 2013, we give in the ‘Annexure A’ a statement on the matters specified in paragraphs 3 and 4 of the Order.


46

2. As required by section 143(3) of the Act, we report that:a) We have sought and obtained all the information

and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss and the Cash flow statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ‘Annexure B’; and

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:i. The Company has disclosed the impact

of pending litigations on its financial position as per Note-26 to the Financial Statement.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, and as required on long-term contracts including derivative contracts as per Note-37 to the Financial Statement.

iii. During the year no amounts were required to be transferred to the Investor Education and Protection Fund by the Company. The question of delay in transferring such sums does not arise.

For Todarwal & TodarwalChartered Accountants

ICAI Reg No : 111009WSd/-

Sunil L TodarwalPlace: Mumbai Partner Date : 27th May, 2016 Membership No. : 032512

Annexure - A to Independent Auditor’s ReportThe Annexure A referred to in Independent Auditor’s Report to the Members of the Company on the Financial Statements for the year ended 31st March 2016, we report that: (i) (a) According to the information and explanation

given to us and based on the records produced before us, we are of the opinion that the Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) According to the information and explanation given to us, fixed assets are physically verified by the management according to a phased programme designed to cover all the locations which in our opinion, is reasonable having regard to the size of the company and the nature of its assets.

(c) According to the information and explanation given to us and based on the records produced before us, the title deeds of immovable properties are held in the name of the company.

(ii) According to the information and explanation given to us Inventory has been physically verified by the management during the year. No material discrepancies were noticed that would have an impact over the Financial Statements.

(iii) According to the information and explanation given to us, the Company has granted during the year unsecured loans amounting to ̀ 6.60 crore to wholly owned foreign subsidiaries. The said loan is interest free and repayable on demand.

(iv) According to the information and explanation given to us, we are of the opinion that in respect of loans, investments, guarantees, and security, provisions of

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section 185 and 186 of the Companies Act, 2013 have been complied with.

(v) According to the information and explanation given to us, the Company has not accepted any deposits within the meaning of Section 73 to 76 of the Act and the rules framed there under.

(vi) According to the information and explanation given to us, the Company has maintained cost records as specified by the Central Government under sub-section (1) of section 148 of the Act

(vii) (a) According to the books and records as produced and audited by us in accordance with generally accepted auditing practices in India and also Management representations, undisputed statutory dues in respect of Provident fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth tax, Service tax, Custom duty, Excise duty, Value Added Tax, Cess and other statutory dues, if any, applicable to it, has been regularly deposited with the appropriate authorities.

(b) According to the information and explanation given to us and the record produced before us, the disputed amount payable in case of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax or cess is as per ‘Annexure I’ attached.

(viii) According to the information and explanation given to us and based on the records before us, the Company has defaulted in repayment of dues to a financial institution, bank, Government or dues to debenture holders as per ‘Annexure II’ attached.

(ix) According to the information and explanation given to us and the record produced before us, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments). However, the Company has taken term loan and the same were applied for the purpose for which they were taken.

(x) During the course of our examination of the books of account carried in accordance with the generally accepted auditing standards in India, we have neither come across any instance of fraud on or by the Company by its officers or employees, either noticed or reported during the year, nor have we been informed of such case by the Management.

(xi) According to the information and explanation given to us and the record produced before us, managerial remuneration has been paid during the year as per the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company as specified in the Nidhi Rules, 2014. Hence the provision of this clause is not applicable to the Company.

(xiii) According to the information and explanation given to us and the record produced before us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.

(xiv) According to the information and explanation given to us and the record produced before us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Hence the provision of this clause is not applicable to the Company.

(xv) As per the information and explanation given to us and the record produced before us, the Company has not entered into any non-cash transactions with directors or persons connected with him.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Annexure – B to the Independent Auditors’ ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of Uttam Galva Steels Limited (“the Company”) as of 31st March, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established

by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy


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and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.Auditors’ Responsibility Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures

that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.




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Annexure I

Sr. No. Nature of duty

Period Amount (`) Forum where dispute is pending

1 Excise Duty Mar-12 to 28th May-12 1777180 CESTAT

2 Excise Duty Dec-07 to Jun-08 3082563 CESTAT

3 Excise Duty Dec-07 to Jun-08 6484307 CESTAT

4 Excise Duty May-07 to Sep-09 27612314 Additional Commissioner of Central Excise

5 Service Tax Apr-06 to Oct-06 161751 CESTAT

6 Service Tax Jul-10 to Dec-10 3526753 CESTAT

7 Service Tax Mar-11, Jun-11, Aug-11 & Sep-11 2502879 CESTAT

8 Service Tax Jan-11, Feb-11, Apr-11, May-11, Jul-11, Oct-11 to Dec-11.

2415279 CESTAT

9 Service Tax Jan-12 860,833 CESTAT

10 Service Tax Jul-05 to Jul-07 3529749 CESTAT

11 Service Tax Oct-06 to Nov-09 1315490 Additional Commissioner of Central Excise

12 Custom Duty Financial Year 2008-09 116780,968 Commissioner of Customs

170050066

Annexure II

Name of The Lenders Amount of default as at 31st March, 2016 ` in Crore

Period of default Remarks

Exim Bank of India 3.71 Since 29th February, 2016 Paid ` 01.59 CrorePunjab National Bank 201.94 Since 4th March, 2016 Paid ` 00.32 CroreState Bank of India 7.50 Since 31st March, 2016 Paid ` 12.47 CroreVijaya Bank 10.27 Since 29th February, 2016 Paid ` 07.50 CroreIndian Overseas Bank 12.53 Since 29th February, 2016 Paid ` 01.94 CroreSouth Indian Bank 2.02 Since 29th February, 2016 Paid ` 11.42 CroreAfr Asia Limited 2.27 Since 31st January, 2016 Paid ` 00.98 CroreSyndicate Bank 11.52 Since 29th February, 2016 -Oriental Bank of Commerce 1.48 Since 31st March, 2016 Paid ` 01.20 CroreCanara Bank 430.14 Since 16th February, 2016 Paid ` 01.39 CroreUnion Bank of India 118.11 Since 17th February, 2016Total 801.50


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` in Crore

Particulars Note No.

As at 31st March, 2016


A EQUITY AND LIABILITIES1 Shareholders’ Funds

Share Capital 1 142.26 142.26 Reserves and Surplus 2 313.68 1,806.58

455.94 1948.84 2 Non Current Liabilities

a) Long Term Borrowings 3 2,357.90 2,484.30 b) Deferred Tax Liabilities 4 208.87 208.88 c) Other Long Term Liabilities 5 - 429.81 d) Long Term Provisions 6 12.20 10.53

2578.97 3133.52

3 Current Liabilities a) Short Term Borrowings 7 1,166.94 425.86 b) Trade Payables 8 4,009.28 2594.76 c) Other Current Liabilities 9 1,287.13 799.22 d) Short Term Provisions 10 2.40 8.97

6465.75 3828.81 TOTAL 9500.66 8911.17

B ASSETS1 Non Current Assets

a) Fixed Assetsi) Tangible Assets 11 4,907.80 4682.03 ii) intangible Assets 14.01 18.68 iii) Capital Work-in-Progress 719.93 798.86

5641.74 5499.57 b) Non Current Investments 12 77.88 52.87 c) Long Term Loans and Advances 13 29.78 122.54 d) Other Non Current Assets 14 0.82 0.87

5750.22 5675.85 2 Current Assets

a) Inventories 15 904.35 1,268.47 b) Trade Receivables 16 1,475.66 1210.72 c) Cash and Bank Balances 17 38.37 38.77 d) Short Term Loans and Advances 18 1,332.06 717.36

3750.44 3235.32 TOTAL 9500.66 8911.17

Significant Accounting Policies & Notes on Financial Statements 26 to 41

BALANCE SHEET AS AT 31ST MARCH, 2016.

As per our Report of even date For and on behalf of the Board of Directors

For Todarwal & Todarwal Rajinder Miglani Anuj R MiglaniChartered Accountants Chairman Managing DirectorFirm Registration No 111009 W DIN: 00286788 DIN: 00287097

Sunil Todarwal Gursharan Singh Sawhney R AgrawalPartner Director (Finance) & Group CFO President & Company SecretaryMembership No. 32512 DIN: 02339467 FCS: 2174Place : Mumbai Date : 27th May, 2016

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As per our Report of even date For and on behalf of the Board of DirectorsFor Todarwal & Todarwal Rajinder Miglani Anuj R MiglaniChartered Accountants Chairman Managing DirectorFirm Registration No 111009 W DIN: 00286788 DIN: 00287097Sunil Todarwal Gursharan Singh Sawhney R AgrawalPartner Director (Finance) & Group CFO President & Company SecretaryMembership No. 32512 DIN: 02339467 FCS: 2174Place : Mumbai Date : 27th May, 2016

` in Crore


For the year ended 31st March, 2016

For the year ended31st March, 2015

CONTINUING OPERATIONSRevenue from Operations (Gross) 19 7257.19 7376.59 Less: Excise Duty 374.60 424.46 Total 6882.59 6952.13 Other Income - Operational 24 41.77 24.89 Revenue from Operations (Net) 6924.36 6977.02 Expenses (a) Cost of Materials Consumed 20 A 2799.27 3963.52 (b) Purchase of Traded Goods 20 B 3168.78 1,825.60 (c) Changes in Inventories of Finished Goods, Work-in-Prgress and

Stock-in-Trade 20 C 236.27 (48.68)(d) Employee Benefits Expense 21 109.15 103.06 (e) Other Expenses 22 620.22 602.59 Total 6933.69 6446.08 Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) (9.33) 530.94 Finance Costs 23 505.33 262.13 Depreciation and Amortisation Expense 11 281.84 223.94 Other Income 24 (4.13) (10.46)Profit / (Loss) Before Extraordinary item (792.37) 55.34 Extraordinary item - -Profit / (Loss) Before Exceptional Items (792.37) 55.34 Exceptional Items 25 (717.81) -Profit / (Loss) Before Tax (PBT) (1510.18) 55.34 Tax Expenses:Current Tax - 11.60 Net Current Tax - 11.60 Prior Period Tax - MAT Credit Entitlements written off 41.33 0.00 Deferred Tax - 13.00 Total 41.33 24.60 Profit for the Year (1551.51) 30.74 Earnings Per Share (EPS) Basic & Diluted including Extraordinary Item & Prior Period Items (109.06) 2.16 Basic & Diluted excluding Extraordinary Item & Prior Period Items (109.06) 2.16 Significant Accounting Policies & Notes on Financial Statements 26 to 41

STATEMENT OF PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2016


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` in Crore

Particulars For the year ended 31st March, 2016

For the year ended 31st March, 2015

A CASH FLOW FROM OPERATING ACTIVITIESNet Profit/(Loss) Before Tax (1510.18) 55.34Adjustments for Depreciation 281.84 223.94(Profit) / Loss on Sale of Assets 0.09 0.17Share Issue Expenses W/off 0.52 0.52Interest Income & Extraordinary Income (4.13) (15.52)Interest & Fianacial Charges 504.81 261.61Operating Profit Before Working Capital Changes (727.05) 526.06Adjustments for :(Increase)/Decrease in Trade and other Receivables (828.61) 403.18(Increase)/Decrease in Inventories 364.13 (126.36)Increase/(Decrease) in Trade Payables and Other Liabilities 2121.60 77.30Cash Generated from Operations 930.07 880.17Direct Taxes Paid (Net of Refunds) (4.11) (0.68)Cash Flow from Operating Activities 925.95 879.49

B CASH FLOW FROM INVESTING ACTIVITIES :Purchase of Fixed Assets (275.47) (457.25)Sale of Fixed Assets 0.11 0.26Purchase of Investments / Investments in Subsidiaries (59.40) (30.13)Sale of Investments - 1.21Interest/Dividend Received 4.13 10.46Net Cash Used in Investing Activities (330.62) (475.45)

C CASH FLOW FROM FINANCING ACTIVITIES :Proceeds from Long Term Borrowings 196.99 299.31Repayments of Long Term Borrowings (195.57) (210.47)Interest & Finacial Charges Paid (617.39) (477.13)Gain / (Loss) on Forward Contracts (36.69) (17.18)Proceeds/(Repayments) of Deferred Sales Tax Loan/ICD/Unsecured Loans 56.93 (13.08)Net Cash Generated from Financing Activities (595.73) (418.55)Net Increase in Cash & Cash Equivalents (A+B+C) (0.40) (14.51)Cash & Cash Equivalents (Opening) 38.77 53.28Cash & Cash Equivalents (Closing) 38.37 38.77

Notes :1 Cash Flow Statement has been prepared following the indirect method except in case of interest paid / received, dividend

paid / received, purchase and sale of Investments which have been considered on the basis of actual movements of cash with necessary adjustments in the corresponding assets and liabilities.

2 Purchase of Fixed Assets includes movement of Capital Work in Progress between the begining and end of the year and net of Creditors for Capital Expenditure.

3 Cash and Cash Equivalents represent Cash& Bank balances and bank deposits only.

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016.




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NOTES FORMING PART OF THE FINANCIAL STATEMENTS: CORPORATE INFORMATIONThe Company is promoted by Miglani Family initially in the year 1985 and ArcelorMittal has joined as Co-Promoter in the year 2009-10.The Company is in the business of manufacturing of intermediate steel products i.e Cold Rolled Steel (CR) and Galvanised Products comprising of Galvanised Plain (GP), Galvanised Corrugated (GC) and Colour Coated Products (CCP) Coils and Sheets; situated at Khopoli, Mumbai, Western part of India. The Company is in the business of procuring Hot Rolled Steel (HR) and processing it in to CR and further in to GP and PPGI. Its current facilities are mainly in thicker and thinner guage material. The CR not used for galvanizing is converted to value added grades in Cold Rolled Closed Annealed (CRCA) coils, Cut to Length (CTL) Sheets and also sold as Full Hard CR in Domestic and Overseas markets. The market segments for value added grades include Appliance, General Engineering, Automotive, Construction, Packaging, Sandwich Panels and Others. The Registered office of the company is situated at Uttam House, 69 P D’Mello Road, Mumbai - 400 009.A. SIGNIFICANT ACCOUNTING POLICIES1.01 (a) Basis of Accounting:

The financial statements are prepared under the historical cost convention on accrual basis of accounting in accordance with the generally accepted accounting principles, on going concern basis, and in line with accounting standards issued by the Institute of Chartered Accountants of India, as applicable, and the provisions of the Companies Act, 2013.

(b) Use of Estimates: The preparation of financial statements in conformity with GAAP requires that the Management of the Company

makes estimates and assumptions that affect the reported amounts of income and expenses of the period, the reported balances of assets and liabilities and the assumptions relating to contingent liabilities as on the date of the financial statements. Examples of such estimates include the useful life of tangible and intangible fixed assets, provision for doubtful debts/advances, future obligation in respect of retirement benefit plans, etc. Difference, if any, between the actual results and estimates is recognized in the period in which the results are known.

(c) Revenue Recognition: Revenue is recognized when it is earned and no significant uncertainty exists as to its realization or collection.

The Company recognizes revenue on the sale of products when the products are dispatched to the customer or when delivered to the ocean carrier for export sales, which is when risks and rewards of ownership are passed to the customer.

1.02 Foreign Currency Loans / Transactions:(a) Import Transactions:(i) Material imports are accounted at the custom exchange rates prevailing at the time of receipts. In case

foreign exchange is covered, the exchange rate contracted is recognized as a part of purchase cost. Exchange Fluctuations, if any, at the time of retirement, are appropriately accounted as a part of material (purchase) cost. Similarly Bills Payable (balances) at year end is accounted at exchange rate prevailing at year end (As per Revised AS - 11).

(ii) Import contracts covered by ‘foreign exchange cover’ with banks are booked at contracted rates. Income / Expenditure incurred in cancellation of forward cover contracts, mainly due to variation in the bank involved / date of execution are treated as part of purchase cost.

(b) Export Transactions:(i) Export transactions are accounted at the custom exchange rates prevailing at the time of shipments. Exchange

fluctuations, if any, at the time of realisation are appropriately accounted.(ii) Exports, contracts covered by foreign exchange cover with banks, are booked at contracted rates. Income

/ expenditure incurred in case of cancellation of forward cover contracts, mainly due to variation in bank involved / date of execution are treated as export realisation.


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(iii) In case receipt of Export Advances, exchange rates prevailing on date of receipts of advances is treated as relevant exchange rate for exports.

(c) (i) Foreign Currency Term Loan Contracts, covered by Foreign Exchange Swaps are booked at contracted rates.

(ii) Other Foreign Currency Term Loans balances are accounted at Exchange Rate prevailing at the year end, and such gain / loss, where these relate to the acquisition of depreciable fixed assets, are adjusted to the carrying cost of such assets and in other cases are amortized over the period of such long term monetary item.

(iii) The Company does not enter into derivative contracts for trading or speculative purposes.(d) Such gain / loss in transactions referred in para (c) above, and other foreign currency contracts and / or

derivative contracts and relevant exchange gain / loss thereto, are considered as finance cost.1.03 Borrowing cost, Premium on redemption of Debentures / Debts: Borrowing costs attributable to the acquisition or construction of qualifying assets as defined in Accounting Standard

16 “Borrowing Costs” are capitalized as part of the cost of such asset up to the date when the asset is ready for its intended use. Other borrowing costs are expensed as incurred.

1.04 Commodity Hedging Transactions: In respect of commodity hedging transactions, the gain / loss on settlement and provisions for gain / losses at year

end are appropriately accounted along with material cost in Profit and Loss Account.1.05 The Treatment of Expenditure during Construction Period:

(a) Expenditure directly related to particular fixed assets is capitalized to those fixed assets. All indirect expenses are apportioned to various fixed assets on a reasonable basis. This is done once the construction and erection work is completed, pending which the accumulated amount is disclosed as Capital Work-in-progress Pending capitalization under fixed asset.

(b) Interest on Loans are capitalised upto the date on which the asset is ‘Put to Use’. Interest includes exchange fluctuation on Foreign Currency Term Loans. It is in line with Accounting Standards on Borrowing Cost and long term foreign currency debts and Accounting Standards on Fluctuation on Foreign Exchange currency.

(c) The Income and Expenditure during trial runs is included in the Profit & Loss Account. Excess of expenditure over income is capitalised.

(d) Temporary surplus in short term i.e. liabilities over assets are used for Capital Work In Progress. Interest and consequential cost is appropriately accounted.

1.06 Fixed Assets and Depreciation:(a) Fixed assets are carried at cost less accumulated depreciation. (b) Cost excludes Cenvat credit, sales tax and service tax credit and such other levies / taxes. Depreciation on

such assets is claimed on ‘reduced’ cost.(c) Depreciation on fixed assets has been provided on straight line method based on the useful life of the assets

as prescribed in Schedule II to the Companies Act, 2013.(d) Pursuant to Companies Act 2013 (the Act) becoming effective from April 1, 2014, the Company has re-worked

depreciation with reference to the estimated useful lives of fixed assets prescribed under Schedule II to the Act or as per technical evaluation and componentization.

(e) Depreciation on assets acquired during the year has been provided on pro-rata basis; from the date on which it is ‘Put to Use’.

1.07 Impairment of Assets: Fixed Assets are reviewed for impairment whenever events or changes in circumstances warrant that the carrying

amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net discounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognised is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

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1.08 Investment: The Company provides for temporary diminution in value of long term investments, if any. Exchange Gain / (Loss)

on Investments in Foreign Currency has not been provided at the year end.1.09 Inventories:

(a) Inventories are valued as under after providing for obsolescence:(i) Raw Materials - At Cost (Moving Weighted Average Method)(ii) Work-in-Process - At Material Cost plus labour and other appropriate portion of production and administrative overheads and depreciation.(iii) Finished Goods - At lower of cost or realisable value. Cost is inclusive of any taxes and duties incurred.(iv) Stores Spares etc. - At Cost(v) Arisings - At realisable value(vi) Stock In Trade Land - At Fair market value

(b) (i) Raw-materials include stock-in-transit and goods lying in Bonded Warehouses. (ii) Finished goods include stock-in-transit at Docks awaiting Shipment and stocks with consignees. (iii) Inventory includes goods lying with third party / job workers / consignees.

1.10 Provision for Taxation Income tax expense is the aggregate amount of Current tax & Deferred Tax. Current year taxes are determined in

accordance with the provisions of Income Tax Act, 1961. Deferred tax charged or credited reflects the tax effect of timing differences between accounting income and taxable

income for the period. The deferred tax charged or credited and the corresponding deferred tax liability or asset are recognized using the tax rates that have been enacted or substantively enacted on the Balance Sheet date.

1.11 Earning per Share: The Company reports basic and diluted earning per share in accordance with AS-20 ‘Earning per Share’ issued

by the Institute of Chartered Accountants of India (ICAI). Basic earning per share is computed by dividing the net profit after tax by the weighted average number of shares outstanding for the year.

1.12 Accounting for Provisions, Contingent liabilities and Contingent Assets(a) In conformity with AS-29, ‘Provisions, Contingent Liabilities and Contingent Assets’, issued by the ICAI. The

Company recognizes provisions only when it has a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate of the amount of the obligation can be made.

(b) No provision is recognised for:(i) Any possible obligation that arises from past events and the existence of which will be confirmed only by

the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company; or

(ii) Any present obligation that arises from past events but is not recognised because:(1) It is not probable that an outflow of resources embodying economic benefits will be required to

settle the obligation; or(2) A reliable estimate of the amount of obligation cannot be made. Such obligations are recorded as Contingent Liabilities. These are assessed at regular intervals and

only that part of the obligation for which an outflow of resources embodying economic benefits is probable, is provided for, except in the extremely rare circumstances where no reliable estimate can be made.

(iii) Contingent Assets are not recognised in the financial statements as this may result in the recognition of income that may never be realised.


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1.13 Advances received from customers against exports, which are spilled over/ executable/ adjustable/ repayable beyond period of 12 months as on the date of Balance Sheet is treated as Non-Current Liabilities, under the sub head Other Long Term Liabilities.

1.14 Export entitlements / obligations:(a) Duty free import of raw materials under Advance Authorisation (DEEC) for imports as per import and export

policy are matched with exports made / produced. Benefit / Obligation are accounted by making suitable adjustments in raw material consumption.

(b) The benefits accrued under the Duty Drawback Scheme and Duty Free Import Authorisation (DFIA) as per the relevant import and export policies during the year are included under the head(i) Sales: Export incentives(ii) Raw material consumed(iii) Stores & Spares consumed

(c) Export incentives receivable on export performance are recognised in pursuance to ‘Accounting Standard 9 on Revenue Recognition’, (AS-9) with reference to certainty of collectability of such export incentives.

1.15 (a) Sales are recognised at the time of dispatch to customers / endorsement of documents and includes Central Excise Duty; as may be applicable.

(b) Finished goods captively consumed as packing materials are excluded from sales. Transfer Price, as taken in Central Excise Duty records, is treated as the packing material cost.

1.16 Deferred sales tax incentive available to the Company under Maharashtra Value Added Tax (MVAT) is recognised as long term liability.

1.17 Customs Duty: The Company has been accounting for custom duty liability, as may be applicable, in respect of imported raw material

lying in bonded warehouse as and when they are ex-bonded.1.18 Central Excise Duty and Service Tax:

(a) The Company is accounting liability for excise duty on finished goods as and when goods are cleared as per consistent practice, in pursuance to the accepted practice of the Excise authorities.(i) Inventory valuation

(1) Finished goods in the plant at the close of the year are valued inclusive of excise duty.(2) Raw materials and work in process are valued exclusive of Cenvat claimed.

(ii) Profit / Loss for the year remain unaffected by inclusion / exclusion of Excise Duty in inventory valuation referred in clauses (1) and (2) above.

(b) The Company is accounting liability for Service Tax under Reverse Charge Mechanism for various services availed by the company, at the time of booking an expenditure. The credit for Input Services Tax is claimed as per appropriate laws, rules and regulations.

1.19 Employee Benefits:A. Short Term Employee Benefits All employee benefits payable / available within 12 months of rendering the services are classified as short

term employee benefits. Benefits such as salaries, wages, bonus etc, are recognized in the P&L account in the period in which the employee renders the related services.

B. Long Term Employee Benefits Post employment and other long term employee benefits are recognized as an expense in the Profit and Loss

Account for the year in which the employee has rendered services. The expense is recognized at the present value of the amounts payable determined using Actuarial Valuation Techniques. Actuarial gains and losses in respect of post-employment and other long term benefits are charged to Profit and Loss Account.

1.20 Inter Unit transactions are eliminated to the extent possible.

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B. NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2016

Note 1 Share Capital ` in Crore

Particulars As at 31st March, 2016


(a) Authorised Share Capital

50,00,00,000 (17,50,00,000) Equity Shares of `10 Each 500.00 500.00

(b) Issued, Subscribed and Paid up Share Capital

14,22,60,103 (14,22,60,103) Equity Shares of Rs 10 each 142.26 142.26

(Out of this 58,74,760 Equity Share have been Issued for consideration other than Cash and 2,18,57,924 Equity Share have been issued on Conversion of Global Depository Receipts )

Total - Issued, Subscribed and Paid up Equity Share Capital 142.26 142.26

Reconciliation of No of Shares outstanding is set out below:

Pariculars As at 31st March, 2016


Equity Shares at the beginning/ end of the year 142,260,103 142,260,103

Details of Shareholder holding more than 5% Equity Shares is set out below:

Name of Shareholder As at 31st March, 2016 As at 31st March, 2015

Number of shares held

% holding Number of shares held

% holding

Equity Shares with Voting Rights

Kredence Multi Trading Limited 14,921,063 10.49 14,921,063 10.49 Uttam Exports Private Limited 7,324,379 5.15 7,324,379 5.15 Eriska Investment Pvt Ltd 13,988,000 9.83 3,238,000 2.28 Arcelomittal Netherlands BV 41,327,931 29.05 41,327,931 29.05 Cresta Fund Limited 3,351,426 2.36 14,101,426 9.91 Albula Investment Fund Limited 12,856,750 9.04 12,856,750 9.04 Asia Investment Corporation ( Mauritius) Limited 8,442,125 5.93 8,442,125 5.93 Evergreen Tradeplace Private Limited 7,885,600 5.54 7,885,600 5.54

Note 2 Reserves and Surplus ` in Crore



(a) Capital Reserve As per Last Balance Sheet 0.12 0.12

(b) Capital Redemption Reserve As per Last Balance Sheet 5.37 5.37


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(c) Securities Premium AccountAs per Last Balance Sheet 309.16 309.16 Closing Balance 309.16 309.16

(d) Debenture Redemption ReserveAs per Last Balance Sheet - 25.00 Less :Transferred to Profit & Loss Reserve Account - 25.00Closing Balance - -

(e) Capital Incentive From Government of MaharashtraAs per Last Balance Sheet 24.64 0.20 Add : During the Year 58.61 24.44 Closing Balance 83.25 24.64

(f) Revaluation ReserveAs per Last Balance Sheet 614.53 - Addition during the year - 614.53 Closing Balance 614.53 614.53

(g) Profit and Loss AccountAs per Last Balance Sheet 852.76 799.77 Add: Transferred from Debenture Redemption Reserve Account - 25.00 Add: Profit for the year (1,551.50) 30.74 Less: Transferred from Fixed Assets - (2.74)Closing Balance (698.75) 852.77

Total - Reserves and Surplus 313.68 1,806.58

Note 3 Long Term Borrowings ` in Crore



Secured

Term Loan from Banks and Financial Institutions 2293.83 2477.16 2293.83 2477.16

Unsecured

Other loans ( SICOM & Deferral Sales Tax Loans) 64.07 7.14 Total - Long Term Borrowings 2357.90 2484.30

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(i) Details of terms of repayment for the Secured Long-Term Borrowings and security provided in respect thereof:

Particulars Terms of repayment As at 31st March, 2016


Term Loan from banks:

Punjab National Bank, State Bank of India, Bank of Baroda & Exim Bank

Repayable in 36 quarterly installments ending on Mar-2020

179.94 243.63

Vijaya Bank Repayable in 28 quarterly installments ending on Sept-2019

62.50 87.50

Syndicate Bank Repayable in 20 quarterly installments ending on March 2020

105.00 140.00

Oriental Bank of Commerce Repayable in 24 quarterly installments ending on March 2022

124.31 149.30

State Bank of India Repayable in 34 quarterly installments ending on March 2023

85.00 90.00

Vijaya Bank Repayable in 20 quarterly installments ending on December 2021

95.00 100.00

Indian Overseas Bank Repayable in 34 quarterly installments ending on June 2023

43.13 45.63

South Indian Bank Repayable in 20 quarterly installments ending on June 2022

100.00 -

FCTL: Exim Bank (USD 12.11 Million, Previous Year USD 13.88 Million)

Repayable in 12 half yearly installments ending on July-2020

80.30 86.84

ECB Loan : State Bank of India, Indian Overseas Bank, Bank of Baroda, Punjab National Bank, Union Bank of India, Indian Bank, Canara Bank, State Bank of Mauritius Limited, Afr Asia Bank Limited, Bank of India (USD 213.87 Million, Previous Year USD 245.30 Million)


1,418.65 1,534.26

Total - Secured Long Term Loan From Banks

2,293.83 2,477.16

1) Term Loans, ECBs & FCTL from Banks and Financial Institutions are secured by mortgage and the lenders have first pari passu charge on all the present and future movable and immovable assets of the company but not limited to plant and machinery, machinery spares, tools and accessories in possession or not, stored, or to be brought in Company’s premises or lying at any other place of the Company’s representative affiliates and all the intangible assets of the Company, except for Packing machine supplied by PESMEL, Finland.


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Note 4 Deferred Tax Liability (Net) ` in Crore



Deferred Tax Liabilty:

Deferred Tax Liabilities related to Fixed Assets 208.87 208.88

Note 5 Other Long Term Liabilities ` in Crore



Others:

Advances from Subsidiaries - 429.81

Note 6 Long Term Provisions ` in Crore



Provision for Employee Benefits:

(i) Provision for Gratuity 6.61 5.06 (ii) Provision for Leave Encashment 5.59 5.47

Total - Long Term Provisions 12.20 10.53

Note 7 Short Term Borrowings ` in Crore



Secured

Working Capital Loan from Banks 323.79 315.94

Overdrafts from Banks 755.48 -

1,079.27 315.94

Unsecured

Loan from Bank 87.67 109.92

Total - Short Term Borrowings 1166.94 425.86

Loans from Banks on Cash Credit & Packing Credit Accounts are Secured by Hypothecation of all Tangible, Moveable assets such as Raw Material, WIP, Finished Goods, Stock in Transit and Book Debts etc. and the second charge on fixed assets of the Company except Packing Machine supplied by PESMEL, Finland.

Note 8 Trade Payables ` in Crore



Trade Payables:

Micro, Small and Medium Enterprises 1.36 1.82

Acceptances 1,715.88 901.27

Other than Acceptances 2,292.04 1,691.22

Subsidiary Companies - 0.45

Total - Trade Payables 4009.28 2594.76

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The details of amounts outstanding to Micro, Small & Medium Enterprises based on information available with the Company is as under:



Principal amount due and remaining unpaid 1.36 1.82 Interest due on (1) above and the unpaid interest 0.06 0.07 Interest paid on all delayed payments under the MSMED Act Nil NilPayment made beyond the appointed day during the year Nil NilInterest due and payable for the period of delay other than (3) above Nil NilInterest Accrued and remaining unpaid Nil NilAmount of further interest remaining due and payable in succeeding year Nil Nil

Note 9 Other Current Liabilities ` in Crore



(a) Current maturities of Long Term Debt ( Refer Note No 3)* 411.08 222.05 (b) Interest Accrued but not due on Borrowings 27.79 24.93 (c) Interest due but not paid on Borrowings 15.19 - (d) Other payables

(i) Statutory Remittances (Contributions to PF, ESIC, Withholding Taxes, TDS, Excise Duty, VAT, Service Tax, etc.) 17.18 51.13

(ii) Advances from Subsidiaries 116.39 50.07 (iii) Advances from Others 617.93 388.70 (iv) Provision for Freight & Other Expenses 81.57 62.34

Total - Other Current Liabilities 1287.13 799.22

* Includes ` 30.83 Crore, installments due but not paid as on 31.03.2016

Note 10 Short Term Provisions ` in Crore



(a) Provision for Employee Benefits (i) Provision for Bonus 2.32 1.28 (ii) Provision for Gratuity - 1.92 (iii) Provision for other Employee Benefits 0.08 0.29

2.40 3.49

(b) Provision - Others:(i) Provision for Tax -Net of Advance Tax - 5.49

Total - Short Term Provisions 2.40 8.97


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Note : 11 Fixed Assets & Depreciation As on 31St March 2016 ` in Crore

Particulars

GROSS BLOCK DEPRECIATION NET BLOCK

COST 01.04.2015

ADDITIONS DEDUCTION COST 31.03.2016

UP TO 01.04.2015

FOR THE-YEAR ENDED 31.03.2016

DEDUCTION ADJUSTMENT

TOTAL DEPRECIATION

AS AT 31.03.2016

AS AT 31.03.2015

(A) TANGIBLE ASSETS

Land 315.14 - - 315.14 - - - - 315.14 315.14

Building & Site Development 834.06 16.78 - 850.84 169.89 30.52 - 200.40 650.44 664.18

Flats & Office Premises 4.93 - - 4.93 0.45 0.08 - 0.53 4.40 4.48

Plant and Machinery 4848.65 437.31 - 5285.96 1220.04 192.13 - 1412.16 3873.80 3628.61

Furniture & Fixture 37.23 0.02 - 37.25 14.46 3.83 - 18.29 18.96 22.77

Office Equipments 4.02 0.22 - 4.25 3.48 0.16 - 3.64 0.61 0.55

Computers 12.75 1.17 - 13.93 9.52 1.51 - 11.03 2.90 3.24

Vehicles 10.69 0.23 0.64 10.28 4.94 0.87 0.44 5.37 4.91 5.75

Housing Complex 40.70 - - 40.70 3.39 0.65 - 4.05 36.65 37.31

TOTAL (A) 6108.18 455.73 0.64 6563.27 1426.16 229.75 0.44 1655.47 4907.80 4682.03

(B)INTANGIBLS ASSETS

Computer Software 23.39 - - 23.39 4.70 4.68 - 9.38 14.01 18.68

TOTAL (B) 23.39 - - 23.39 4.70 4.68 - 9.38 14.01 18.68

TOTAL (A+B) 6131.57 455.73 0.64 6586.66 1430.86 234.42 0.44 1664.85 4921.81 4700.71

PREVIOUS YEAR 5240.74 1246.72 355.86 6131.57 1233.54 205.38 8.07 1430.86 4700.71 -

Note 12 Non Current Investments ` in Crore



Investments (At cost):In Equity Shares of Subsidary Companies Unquoted, Fully Paid Upa) 5,000 Equity Shares of $ 10 each of Atlantis International Services

Company Limited 0.30 0.30

b) 120,000 (Previous Year 10,000) Equity Shares of UAE Dirham 100/each of Uttam Galva Holdings Limited 21.95 1.63

c) 18,000 Equity Shares of Euro one each of Uttam Galva Steels Netherlands B.V 0.15 0.15

d) 50,000 Equity Shares of USD 40 each of Uttam Galva Steels BVI Limited 12.02 12.02

e) 1 Equity Shares of AED 1,00,000 each of Uttam Galva Steels FZEf) 1 Equity Shares of USD 50,000 of Neelraj International Trade

Limited 0.30 0.30

g) 50,000 Equity Shares of USD 60 each of Uttam Exports BVI Limited 18.29 18.29 h) 200,000 (Previous Year 50,000) Equity Shares of USD 40 each of

Uttam Galva North America 50.87 11.79

In Equity Shares of Associate Companies Unquoted, Fully Paid Up 9,994 Equity Shares of ` 10 each of Uttam Utkal Steels Limited 0.01 0.01

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In Equity Shares of Joint Venture Companies Unquoted, Fully Paid Upa) 30,20,000 Equity Shares of ` 10 each of Texturing Technology Private

Limited 3.02 3.02

b) 1,99,465 Equity Shares of ` 10 each of Moira Madhujore Coal Limited(out of this, 1,35,284 equity shares are purchased at a premium of ` 90 Share & 35,527 Equity Share @ 10 Each at a Premium of ` 75/Shares)

1.68 1.68

108.59 49.20

Investment in Debentures of others entities, Un quoted Fully Paid UP 3,00,000 Unsecured Optionally Fully Convertible Debentures of `100 each in Shree Bhavani Power Projects Private Limited. 3.00 3.00

3.00 3.00 Other Non-Current Investments a) 40,000 Equity Shares of ` 25 each of Punjab & Maharashtra Co-op

Bank Limited 0.10 0.10

b) 515,000, Equity Shares of ` 10 each in Ansal Hi-Tech Township Ltd. 0.52 0.52 c) Investment in Mutual Funds

- 50,000 Units of Union KBC Capital Protection Oriented Fund of ` 10 Each 0.05 0.05 0.67 0.67

Total - Non Current Investments 112.26 52.87 Less: Provision for Diminution of value of Investments 34.38 -

Total - Net Non Current Investments 77.88 52.87

Note 13 Long Term Loans and Advances ` in Crore



Unsecured, Considered GoodSecurity Deposits ;To Related Parties 18.00 18.00 To Others 1.60 2.36 Loans and advances to related parties 61.98 53.61Advance Income Tax for Prior Years 10.18 7.24 MAT credit entitlement - 41.33

Total - Long Term Loans Advances 91.76 122.54 Less: Provision for Diminution of value of Loans & Advacnes 61.98 -

Total - Net Long Term Loans Advances 29.78 122.54

Note 14 Other Non-Current Assets ` in Crore



Accruals Interest Accrued on Advacnes / Deposits 0.82 0.87


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Note 15 Inventories ` in Crore



Raw Materials 231.75 338.23 Goods-in-Transit 45.18 63.43 Work-in-Progress* 65.11 172.71 Finished Goods 109.53 210.56 Stock-in-trade - Traded Goods 48.55 66.39 Stores and Spares 49.30 52.86 Arising 7.57 16.93 Land 347.36 347.36

Total - Inventories 904.35 1268.47

*Details of inventory of Work-in-Progress ` in Crore



Product CRC 10.44 67.39 Product GP/GC 23.99 78.89 Product PPGI 30.68 26.43

Total - Work-in-Progress 65.11 172.71

Note 16 Trade Receivables ` in Crore



Unsecured, Considered Good Outstanding for a period exceeding six months 828.27 111.33 Other Receivables 668.41 945.58 Receivable from Subsidiaries 35.93 157.12

Total 1532.61 1214.03Less: Provision for Bad and Doubtful Debts 56.95 3.31

Total - Trade Receivables 1475.66 1210.72

Note 17 Cash and Bank Balances ` in Crore



Cash and Cash Equivalents :Cash in hand 1.35 0.57 Balances with banksIn Current Accounts 0.25 3.15 Other Bank Balances

Balances held as Margin money or security against Borrowings, Guarantees and other Commitments 36.77 35.05

Total - Cash and Bank Balances 38.37 38.77

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Note 18 Short-term Loans and Advances ` in Crore



Unsecured, considered goodLoans and advances to Related Parties 0.12 1.75 Loans and advances to Employees 3.17 3.96 Prepaid Expenses 10.18 29.64 Balances with Government Authorities (i) CENVAT Credit Receivable 29.04 92.26 (ii) VAT Refund Receivable 4.54 113.67 (iii) Mega Incentive Receivable 63.17 24.44 (iv) Service Tax Credit Receivable 6.96 6.45 Advances to Suppliers 95.72 414.43 Advances to Suppliers-Related Parties 1,124.39 -Advances recoverable in cash or in kind or for value to be received (8.29) 27.21 Deposits 3.06 3.55

Total - Short Term Loans and Advances 1332.06 717.36

Note 19 Revenue from Operations ` in Crore

Particulars For the Year Ended 31st March, 2016

For the Year Ended 31st March, 2015

Sale of Products 4092.92 5124.16 Traded Goods 3005.23 2020.84 Other Operating Revenues 159.04 231.59

Gross Revenue from Operations 7257.19 7376.59 Less: Excise Duty 374.60 424.46

Total - Revenue from Operations (Net) 6882.59 6952.13



Sale of Products Comprises

Manufactured Goods *

Galvanised Plain (GP)/ Galvanised Corrugated (GC) 2030.55 2451.96 Prepainted Galvanised Iron (PPGI) 740.28 679.80 Cold Rolled Closed Annealed (CRCA) & Others ** 1322.10 1992.40

Total - Sale of Manufactured Goods 4092.92 5124.16

Traded Goods

Sales Domestic Trading / Service Centre 1005.64 115.31 Sales Domestic Trading - High Seas Sales 6.46 145.71 Sales Merchandice Exports 1993.13 1759.82

Total - Sale of Traded Goods 3005.23 2020.84

Total - Sale of Products 7098.15 7145.00


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Other Operating Revenues

Sale of Scrap/ Arising 149.73 211.70 Duty Drawback and Other Export Incentives( FMS and SHIS) 6.49 11.26 Sale of Surplus Genrated Power 2.82 8.62

Total - Other Operating Revenues 159.04 231.59

* Manufactured Sales includes Export Sales worth ` 880.71 Crore ( Previous Year ` 1365.77 Crore)** CRCA includes Hot Rolled Picked & Oiled Products (HRPO), Tube Products and Re-Processed Arisings.

Note 20A Cost of Materials Consumed ` in Crore



Opening Stock 386.23 313.55 Add: Purchase 2,676.17 4,036.20

3,062.40 4,349.75 Less: Closing Stock 263.13 386.23

*Cost of Material Consumed 2,799.27 3,963.52 *Cost of Materials ConsumedHot Rolled Coil 2,226.02 3,052.21 Cold Rolled Full Hard 155.50 437.79 Zinc & Metal 358.12 417.04 Paint 59.63 56.48

Total - Cost of Material Consumed 2799.27 3963.52

Note 20B Purchase of Traded Goods ` in Crore



Purchase of Trade goods Trading Purchases Hot Rolled Coil - Domestic 694.43 1.07 Trading Purchases Others - Domestic 363.62 44.19 Trading Purchases - Imports 2,110.73 1,780.34

Total -Purchase of Traded Goods 3168.78 1825.60

Note 20 C Changes in Inventories of Finished Goods, Work-in-Progress, Traded Goods ` in Crore



Inventories at the end of the year:Finished Goods at Plant 108.24 199.41 Finished Goods at Port 0.86 11.14 Arisings 7.57 16.93 Work-in-Process 65.10 172.71 Traded Goods 48.55 66.39

230.32 466.59

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Inventories at the beginning of the year:

Finished Goods at Plant 199.41 175.70 Finished Goods at Port 11.14 36.40 Arisings 16.93 8.89 Work-in-Process 172.71 129.01 Traded Goods 66.39 67.91

466.59 417.91

Net (Increase) / Decrease in Inventories 236.27 (48.68)

Note 21 Employee Benefits Expenses ` in Crore



Salaries and Wages 97.23 90.10 Contributions to Provident and other Funds 5.45 5.26 Staff Welfare Expenses 6.47 7.70

Total - Employee Benefit Expenses 109.15 103.06

Liability for employee benefits has been determined by an actuary, appointed for the purpose, in conformity with the principles set out in the accounting standard 15 (Revised) the details of which are as follows:

Amount to be recognised in Balance Sheet As at 31st March, 2016


Gratuity

Present Value of Funded Obligations 19.68 19.22 Present Value of Unfunded Obligations 6.15 6.98 Fair Value of Plan Assets (managed by insurer) 13.53 12.24 Net Liability 6.15 6.98

Amounts in Balance Sheet

Liability 19.68 19.22 Assets 13.53 12.24 Net Liability 6.15 6.98

Expenses to be recognised in the Statement of P&L

Current Service Cost 1.97 2.09 Interest on Defined Benefit Obligation 1.54 1.31 Expenses Levied by Insurance Company 0.15 (0.09) Expected Return on Plan Assets (1.15) (0.97) Net Actuarial Losses/(Gains) Recognised in Year (0.18) 0.51 Total, included in "Employee Benefit Expense" 2.33 2.86

Actual Return on Plan Assets 1.15 0.97


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Reconciliation of Benefit Obligations & Plan Assets For the PeriodChange in Defined Benefit ObligationOpening Defined Benefit Obligation 19.22 16.37 Current Service Cost 1.97 2.09 Interest Cost 1.54 1.31 Actuarial Losses/ (Gains) (0.18) 0.51 Benefits Paid/ Accrued but not paid (2.87) (1.06)

Closing Defined Benefit Obligation 19.68 19.22 Opening in Fair Value of Plan Assets 12.27 9.48 Expected Return on Plan Assets 1.15 0.97 Actuarial Gain / (Losses) 0.18 0.51 Contributions by Employer 2.61 2.45 Benefits Paid/ Accrued but not paid (2.78) (0.67) Payments due to the Company (0.10) (0.38) Expenses Levied by Insurance Company (0.15) (0.09) Balance with the Bank 0.34 0.00 Closing Fair Value of Plan Assets 13.53 12.24Principal Actuarial Assumptions (Expressed as Weighted Averages)Discount Rate (p.a.) 8.00% 8.00%Expected Rate of Return on Assets (p.a.) 9.33% 6.94%Salary Escalation Rate (p.a.) 7.00% 7.00%



Leave Encashment

Present Value of Funded Obligations 0.00 0.00 Present Value of Unfunded Obligations 5.59 5.47 Fair Value of Plan Assets (managed by insurer) 0.00 0.00 Net Liability 5.59 5.47

Amounts in Balance SheetLiability 5.59 5.47 Assets 0.00 0.00 Net Liability 5.59 5.47

Expenses to be recognised in the Statement of Profit & Loss

Current Service Cost 1.33 1.43 Interest on Defined Benefit Obligation 0.44 0.37 Expected Return on Plan Assets Nil NilNet Actuarial Losses/(Gains) Recognised in Year (0.51) (1.41)Total, included in "Employee Benefit Expense" 1.26 0.39

Actual Return on Plan Assets

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Principal Actuarial Assumptions (Expressed as Weighted Averages)Discount Rate (p.a.) 8.00% 8.00%Expected Rate of Return on Assets (p.a.) 0.00% 0.00%Salary Escalation Rate (p.a.) 7.00% 7.00%

Note 22 Other Expenses ` in Crore



Manufacturing ExpensesPower Consumption 152.48 152.08 Coal Consumed 74.41 89.27 Power Captively Consumed (137.82) (142.55)Power Captively Consumed - Steam (10.73) (9.92)Consumption of Steam 10.73 9.92 Fuel Consumption 83.89 88.13 Water Charges 2.44 2.34 Stores & Spares Consumed 61.68 66.13 Repairs & Maintenance to Plant 30.44 38.41 Other Manufacturing Expenses 26.93 28.44

Total - Manufacturing Expenses 294.45 322.25 Selling and Distribution ExpensesInternational Freight 43.13 72.23 F.O.B. Expenses 24.18 24.24 Local Freight 42.15 36.17 Brokerage & Commission 5.99 3.35 Other Expenses 7.64 7.16 Packing Material Consumed 55.52 62.84 Provision for Bad & Doubtful Debts 54.56 -

Total - Selling and Distribution Expenses 233.17 205.99 Administrative ExpensesInsurance 8.53 7.46 Travelling & Conveyance 6.11 7.06 Rent, Rates & Taxes 5.18 5.39 Legal , Professional & Consultancy Charges 46.20 21.60 Repairs & Maintenance to Building 8.31 11.25Repairs & Maintenance to others 2.72 2.19 Security Charges 3.32 3.85 Other Expenses 9.92 12.08 Remuneration to CMD/DMD 1.96 2.91 Sundry Balance Written Off/(Written back) (0.05) (0.01)


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Payment to Auditors -Audit Fees 0.26 0.30 -Tax Audit & Certifications 0.05 0.05 -Expenses Reimbursed 0.00 0.04

Loss on Sale of Fixed Assets 0.09 0.17 Total - Administrative Expenses 92.60 74.34

Total - Other Expenses 620.22 602.59

Note 23 Finance Costs ` in Crore



Interest Expense on:(i) Borrowings - Long Term 218.49 203.66 (ii) Borrowings - Short Term 362.74 242.63 Other Borrowing Costs (Upfront Fees) 36.16 31.33 Loss on Sale of Investment - 0.03 Net Loss on Foreign Currency Transactions and Translation 36.69 17.18

Gross Interest and Financial Charges 654.08 494.83 Interest & Financial Charges Charged to Capital Work In Progress (148.75) (232.70)

Total - Finance Costs 505.33 262.13

Note 24 Other Income ` in Crore



Interest Income -Operational 41.77 24.89 -Non-Operational - 6.20

Other Non-Operating Income 4.13 4.25 Total - Other Income 45.90 35.35

Interest income i) Interest Recieved on FD - 0.01 ii) Interest Recieved Others - 6.20 iii) Interest on Receivables 41.77 24.88

Total- Interest Income 41.77 31.09

Note 25 Exceptional Items ` in Crore



Diminution in value of Investments in Subsidiaties (34.38) - Diminution in value of Overseas Loans & Advances (61.98) - Non-realisable Claims on Vendors Written Off (621.45)

Total - Exceptional Items (717.81) -

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26. Contingent Liabilities not provided for in respect of: (` In Crore)

Sr. No. Particulars 31st March 2016 31st March 2015

(a) Letters of Credit outstanding 37.09 1438.71(b) Bank Guarantees 54.15 62.70(c) Estimated amount of contracts remaining to be

executed on capital account and not provided for16.81 61.16

(d) Disputed Statutory Liabilities 17.01 25.77

The Company had given a corporate guarantee of ` 87.54 Crore (Previous Year ` 87.54 Crore) to Commissioner of Customs against export obligation of Uttam Galva Metallics Limited.

The Company had given a corporate guarantee of ` NIL Crore (Previous Year ` 4.30 Crore) to Punjab National Bank Ltd, against Loan obtained by Moira Madhujore Coal Limited.

27. (a) The Income Tax Assessments are completed up to 31st March, 2012. (b) The Sales Tax Assessments are completed up to 31st March, 2013. (c) The Company does not expect any liability on remaining assessments / appeals.28. Pursuant to revision of Accounting Standard 11 (AS 11), exchange fluctuation Loss of ` 96.99 Crore (Previous Year

` 70.03 Crore) on Foreign Currency Loans is shown under Capital Work In Progress, which is amortised over the tenure of the respective Foreign Currency Loan.

29. The Company has recognized Industrial Promotion Subsidy (IPS) receivable from Government of Maharashtra in respect of Mega Project under Package Scheme of Incentive (PSI) 2007.

During the Financial Year, the Company has treated incentive receivable under the said scheme to the tune of ` 58.61 Crore (Previous Year ` 24.44 Crore), as Capital Receipt.

30. Taxation.

(a) The Company does not have any taxable income as per the provisions of the Income Tax Act, 1961, nor liable to MAT (Minimum Alternate Tax), hence no provision has been made.

(b) During the year the Company has collected VAT and CST amounting `63.33 Crore under Deferred Sales Tax Scheme, which is repayable in 5 equated annual installments after 11 years.

(c) VAT and CST collected under Deferred Sales Tax Scheme up to 31st March 2015, has already been paid at Net Present Value.

31. Diminution in value of Long Term Investments, Advances, and Claims

The Company has made a provision of ` 34.38 Crore (Previous Year Nil) towards the diminution in value of long term investments in overseas subsidiaries, and ` 61.98 Crore (Previous Year Nil) towards diminution in value of loans and advances. Non-realisable claims on vendors / advances to vendors, amounting to ̀ 621.45 Crore (Previous Year Nil) has been written off.

32. Earnings Per Share (EPS)

Earnings Per Share (EPS) Basic and Diluted 2015-16 2014-15

a) Including Extraordinary Income & Prior Period Income

Profit for the Year (1551.51) 30.74

Weighted average No. of Ordinary shares of `10 each for Basic EPS 14,22,60,103 14,22,60,103Earnings per Share (EPS) Basic & Diluted (Rupees) (109.06) 2.16


72

b) Excluding Extraordinary Income & Prior Period Income Profit for the Year (1551.51) 30.74

Weighted average No. of Ordinary shares of `10 each for Basic EPS 14,22,60,103 14,22,60,103Earnings per Share (EPS) Basic & Diluted (Rupees) (109.06) 2.16

33. Capital Work-in-progress:

Expenses incurred towards On-going Projects under various heads of capital assets including advances paid to suppliers are as under: ` in Crore

Particulars 31st March, 2016 31st March, 2015Land, Building and Site Development Expenses 367.52 343.96Plant and Machinery 265.72 239.04Consultant Fees 11.75 13.72Other Fixed Assets 0.05 0.91Pre-operative Expenses 23.81 22.18Advance to Suppliers 71.59 203.38Sundry Creditors (20.51) (24.33)

Total 719.93 798.86

34. (a) List of Related Parties As per Accounting Standard 18 (AS.18) with whom the Company has entered into transactions during the year in the ordinary course of business:

(i) Key Managerial Personnel:

Shri Anuj R Miglani Shri G S Sawhney Shri R Agrawal(ii) Other Related Parties

(Associates of the Company/Enterprises over which key management personnel and/or their relatives exercise significant influence)

Wholly Owned Subsidiary: Uttam Galva Holding Limited Atlantis International Service Company Limited Uttam Galva Steels , Netherland BV NeelRaj International Trade Limited Uttam Galva Steels ( BVI) Limited Uttam Galva North America,INC Uttam Export BVI Uttam Galva International FZE (Step down Subsidiary) Co-Promoter ArcelorMittal Netherland, B.V. Ability to Control/Exercise Signifcant Influnence ArcelorMittal International FZE ArcelorMittal International Luxembourg Associates / Joint Ventures : Growell Mercantile Private Limited Evergreen Tradeplace Private Limite (Formerly know as Growell Mercantile Ltd.) Shree Uttam Steel and Power Limited Uttam Galva Metallics Limited Uttam Utkal Steels Limited Sainath Trading Company Private Limited Texturing Technology Private Limited Moira Madhujore Coal Limited Uttam Value Steels Limited Kredence Multi Trading Limited Archisha Steels Private Limited Uttam Galva International PTE Ltd

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(b) Details of transactions with related parties referred to in (a) (i) above:

` in Crore

Remuneration2015-16 2014-15

2.47 3.80(c) Details of transactions with related parties referred to in (a)(ii) above:

` in Crore

2015-2016 2014-2015

Particulars

Subsidiaries Associates / Joint

Venture

Ability to Contol/ Exercise

significant influence

Subsidiaries Associates/Joint

Venture

Ability to Contol/ Exercise

significant influence

Sale of Goods / Services

628.23 67.03 90.82 573.42 36.39 378.03

Purchase of Goods / Services

- 1459.92 - - 923.44 163.45

Loan Given( Net) - - - (2.94) - -Export Advance Received / (Repaid) (Net)

(245.43) - - 134.96 - -

Investment in Equity

59.39 - - 30.08 - -

Rent Income - 3.22 - - 0.33 -Rent Payment - 1.93 - - 1.93 -Interest Paid 3.39 - - 9.79 -Interest Received - 7.02 - - 15.43 -

35. (a) Value of Imported & Indigenous raw materials and spare parts consumed

ParticularsFor the Year 2015-16 For the Year 2014-15

Value ` In Crore

% to total consumption

Value ` In Crore

% to total consumption

Raw Materials

Imported 3951.22 66.01% 3558.61 61.45%

Indigenous 2034.67 33.99% 2232.03 38.55%

5985.89 100.00 % 5790.64 100.00%

Spare Parts and Components

Imported 9.40 15.24% 11.17 16.89%

Indigenous 52.28 84.76% 54.97 83.91%

61.68 100.00% 66.14 100.00%


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(b) Value of imports on CIF basis

` in Crore

Particulars 2015-2016 2014-2015

Raw Materials 3718.84 3857.27

Spare Parts & Components 8.66 11.85

Capital Goods 14.30 12.25

36. Information as per Listing Regulatations with stock exchanges.

Loans and advances in the nature of loans to wholly owned subsidiary companies are as under:

` in Crore

ParticularsBalance as at

31st March, 2016

Balance as at31st March,

2015

Maximum Balance during the year

2015-2016 2014-2015Interest free loans without specified repayment schedule

Uttam Galva Holding Limited 0.23 0.23 0.23 0.23Atlantis International Services Company Limited 19.31 19.31 19.31 19.95

Uttam Galva Steels Netherlands BV 24.52 24.52 24.52 24.52Neelraj International Trade Limited 9.53 9.53 9.53 11.85Uttam Galva Steels (BVI) Limited 2.06 1.73 2.06 1.73Uttam Exports BVI 0.02 0.02 - 0.02Uttam Galva International FZE 6.32 0.05 14.48 0.05

37. Derivative Contracts entered into by the Company and outstanding as on 31st March 2016.For Hedging Currency and Interest Rate Related Risks:

The Company uses forward exchange contracts to hedge its exposure in foreign currency related to firm commitments and highly probable forecasted transactions. The nominal amount of derivative contract entered into by the Company and outstanding as on 31st March, 2016 is as follows:

Amount in Millions

Sr. No Currency Cross Currency As at 31st March 2016 As at 31st March 2015

Buy Sell Buy Sell

1 US Dollar INR 132.15 - 85.67 32.742 EURO INR - - - 0.443 EURO US Dollar 0.78 - - -4 AUD INR - - - 0.12

38. Segment Reporting

The Company is Manufacturing of Steel Products and also has a Captive Power Plant, hence it is reporting its results in single segment as required by AS – 17.

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39. Sundry Debit Balances and Credit balances are subject to confirmations.40. (a) Expenditure in Foreign Currency

` in Crore

Sr. No. Particulars 2015-2016 2014-20151 Interest & Upfront Fees 95.66 109.642 Legal, Professional & Consultation fee 7.43 3.753 Commission 0.81 0.904 International Freight 33.42 43.915 Travelling Expenses 0.41 0.736 Others 9.35 1.17

(b) Earnings in Foreign Currency:

` in Crore

2015-2016 2014-2015Exports (F.O.B. value) 2839.20 3053.37

41. Previous Year’s figures are regrouped and rearranged wherever necessary.





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TO,

THE MEMBERS

UTTAM GALVA STEELS LIMITED

Report on the Consolidated Financial Statements

We have audited the accomplanying consolidated financial statements of Uttam Galva Steels Limited (‘the Holding Company’) and its subsidiaries and its joint ventures (collectively referred to as ‘the Group’), comprising the Consolidated Balance Sheet as at 31st March, 2016 the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as ‘the consolidated financial statements’).

Management’s Responsibility for the Consolidated Financial Statement

The Holding Company’s Board of Directors is responsible for the preparation of the consolidated financial statements in terms of the requirements of the Companies Act, 2013 (‘the Act’) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013 (hereinafter referred to as ‘the Act’) read with Rule 7 of the Companies (Accounts) Rules, 2014. The Boards of Directors of the Company is responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation

of the Consolidated Financial Statements by the Directors of the Holding Company, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Consolidated Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Consolidated Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error. In making those risk assessments; the auditor considers internal financial control relevant to the Holding Company’s preparation of the Consolidated Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Holding Company has an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the Consolidated Financial Statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Consolidated Financial Statements.

INDEPENDENT AUDITORS REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

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Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group, its associates and jointly controlled entities as at March 31, 2016, their consolidated loss and their consolidated cash flows for the year ended on that date.

Other Matters

We did not audit the financial statements / financial information of 8 subsidiaries, and 2 jointly controlled entities, whose financial statements / financial information reflect total assets of ` 691.38 Crore as at 31st March, 2016, total revenues of ` 2209.16 Crore and net cash and cash equivalents amounting to ` 63.58 Crore for the year ended on that date, as considered in the con solidated financial statements. These financial statements / financial information have been audited by other auditors whose reports have been furnished to us by the Management and

our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, jointly controlled entities and associates, and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, insofar as it relates to the aforesaid subsidiaries, jointly controlled entities and associates, is based solely on the reports of the other auditors.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements / financial information certified by the Management.





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` in Crore




A EQUITY AND LIABILITIES1 Shareholders’ Funds

a) Share Capital 1 142.26 142.26 b) Reserves and Surplus 2 291.16 1,787.43

433.42 1929.69 2 Non Current Liabilities

a) Long Term Borrowings 3 2,490.57 3,008.64 b) Deferred Tax Liabilities 4 209.01 209.03 c) Long Term Provisions 5 12.26 10.57

2711.84 3228.24

3 Current Liabilities a) Short Term Borrowings 6 1,248.87 519.74 b) Trade Payables 7 4,268.02 3253.55 c) Other Current Liabilities 8 1,268.89 747.52 d) Short Term Provisions 9 3.22 8.99

6789.00 4529.80 TOTAL 9934.26 9687.73

B ASSETS1 Non Current Assets

a) Fixed Assetsi) Tangible Assets 10 4,917.39 4687.00 ii) Intangible Assets 14.01 18.68 iii) Capital Work-in-Progress 719.93 798.86

5651.33 5504.54 b) Goodwill on Consolidation 1.48 1.48 c) Non Current Investments 11 3.68 3.68 d) Long Term Loans and Advances 12 30.05 69.40 e) Other Non Current Assets 13 0.86 0.87

5687.40 5579.97 2 Current Assets

a) Inventories 14 961.30 1,356.37 b) Trade Receivables 15 1,847.25 1843.39 c) Cash and Bank Balances 16 101.95 168.42 d) Short Term Loans and Advances 17 1,336.36 739.58

4246.86 4107.76 TOTAL 9934.26 9687.73

Significant Accounting Policies & Notes on Financial Statements 28 to 32

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2016




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` in Crore




CONTINUING OPERATIONSRevenue from Operations (Gross) 18 8670.03 8856.98 Less: Excise Duty 374.60 424.46 Other Income - Operational 8295.43 8432.52 Revenue from Operations (Net) 25 41.77 24.89 Total Revenue 8337.20 8457.41 Expenses (a) Cost of Materials Consumed 19 2799.89 3964.04 (b) Purchase of Traded Goods 20 4517.78 3,377.75 (c) Changes in Inventories of Finished Goods, Work-in-Progress and

Stock-in-Trade 21 267.73 (135.97)

(d) Employee Benefits Expense 22 116.32 104.01 (e) Other Expenses 23 632.91 604.41 Total 8334.63 7914.23 Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) 2.57 543.18

Finance Costs 24 516.93 277.94 Depreciation and Amortisation Expense 282.81 225.15 Other Income 25 (1.50) (6.14)Profit / (Loss) Before Extraordinary item (795.67) 46.23 Extraordinary item - (1.01)Profit / (Loss) Before Exceptional Items (795.67) 45.22 Exceptional Items 26 (717.81) 0.00 Profit / (Loss) Before Tax (PBT) (1513.48) 45.22 Tax Expense:Current Tax 0.82 12.78 Net Current Tax 0.82 12.78 Prior Period Tax-MAT Credit Entitlenmetwritten off 41.33 -Deferred Tax (0.18) 12.68 Total 41.97 25.45 Profit for the Year (1555.45) 19.77 Earnings Per Share (EPS)Basic & Diluted including Extraordinary Item & Prior Period Items (109.34) 1.39 Basic & Diluted excluding Extraordinary Item & Prior Period Items 27 (109.34) 1.47 Significant Accounting Policies & Notes on Financial Statements 28 to 32

CONSOLIDATED STATEMENT OF PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH, 2016





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` in CrorePARTICULARS 2015-16 2014-15

A CASH FLOW FROM OPERATING ACTIVITIESNet Profit/(Loss) Before Tax (1513.48) 45.22Adjustments for Depreciation 282.81 225.15(Profit) / Loss on Sale of Assets 0.09 0.17Effect of Exchange Rate - (0.07)Share Issue Expenses W/off 0.52 0.52Interest Income & Extraordinary Income (1.50) (6.07)Interest & Fianacial Charges 516.41 277.42

Operating Profit Before Working Capital Changes (715.16) 542.33Adjustments for :(Increase)/Decrease in Trade and other Receivables (541.16) (243.67)(Increase)/Decrease in Inventories 395.07 (213.89)Increase/(Decrease) in Trade Payables and Other Liabilities 2076.79 299.18Cash Generated from Operations 1215.54 383.96Direct Taxes Paid (Net of Refunds) (3.49) (0.01)Cash Flow from Operating Activities 1212.04 383.95

B CASH FLOW FROM INVESTING ACTIVITIES :Purchase of Fixed Assets (281.12) (448.76)Sale of Fixed Assets 0.11 0.26Purchase of Investments / Investments in Subsidiaries 0.01 (0.05)Sale of Investments - 1.05Interest/Dividend Received 1.50 6.14Net Cash Used in Investing Activities (279.51) (441.36)

C CASH FLOW FROM FINANCING ACTIVITIES :Proceeds from Long Term Borrowings 196.99 299.31Repayments of Long Term Borrowings (195.57) (211.74)Interest & Finacial Charges Paid (628.99) (493.42)Gain / (Loss) on Forward Contracts (36.69) (17.18)Proceeds/(Repayments) of Deferred Sales Tax Loan/ICD/Unsecured Loans (334.74) 511.26Net Cash Generated from Financing Activities (999.00) 88.23Net Increase in Cash & Cash Equivalents (A+B+C) (66.47) 30.82Cash & Cash Equivalents (Opening) 168.42 137.60Cash & Cash Equivalents (Closing) 101.95 168.42

Notes :1 Cash Flow Statement has been prepared following the indirect method except in case of interest paid / received, dividend

paid / received, purchase and sale of Investments which have been considered on the basis of actual movements of cash with necessary adjustments in the corresponding assets and liabilities.

2. Purchase of Fixed Assets includes movement of Capital Work in Progress between the begining and end of the year and net of Creditors for Capital Expenditure.

3. Cash and Cash Equivalents represent Cash& Bank balances and bank deposits only.

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2016.

As per our Report of even date For and on behalf of the Board of DirectorsFor Todarwal & Todarwal Rajinder Miglani Anuj R MiglaniChartered Accountants Chairman Managing DirectorFirm Registration No 111009 W DIN: 00286788 DIN: 00287097


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A. SIGINIFICANT ACCOUNTING POLICIES1.0 Accounting Policies: Most of the accounting policies of the holding Company and that of the subsidiaries are similar. 2.0 Principal for Consolidation: The consolidated financial statements relate to UTTAM GALVA STEELS LTD (“The Company”), its subsidiary companies

and joint ventures. The consolidated financial statements have been prepared on following basis:a) The financial statement of the Company and its subsidiary companies have been consolidated on a line-by-

line basis by adding together the book value of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transaction resulting in unrealized profit and losses as per Accounting Standards 21-“Consolidated Financial Statements” notified by Companies (Accounting Standards) Rules, 2006.

b) In case of foreign subsidiaries, being non-integral operation, revenue items are consolidated at the average rate prevailing during the year. All assets and liabilities are converted at the rates prevailing at the end of the year. Any exchange difference arising on consolidation is recognised in the foreign currency translation reserve.

c) The difference between the cost of investments in the subsidiaries and joint ventures, and the Company’s share of net assets at the time of acquisition of shares in subsidiaries and joint ventures is recognised in financial statements as Goodwill or Capital Reserve as the case may be.

d) Interest in joint venture have been accounted by using the proportionate consolidation method as per Accounting Standard 27 –“Financial Reporting of Interest In Joint Venture “ Notified by Companies (Accounting Standards) Rules 2006.

e) The financial statements of the subsidiaries and joint ventures are drawn up to the same reporting date as that of The Company i.e. 31st March, 2016 for the purpose of consolidation.

3.1 The list of Subsidiaries & Joint Ventures, which form part of consolidation and The Company’s holdings therein are as under:

Sr.No. Name of the Company Country of Incorporation % of HoldingA. Subsidiaries1. Uttam Galva Holdings Limited Dubai 100.00%2. Atlantis International Services Limited BVI 100.00%3 Uttam Galva Steels , Netherlands BV Netherland 100.00%4 Neelraj International Trade Limited BVI 100.00%5 Uttam Galva Steels ( BVI) Limited BVI 100.00%6 Uttam Galva North America INC USA 100.00%7 Uttam Export BVI Limited BVI 100.00%8 Uttam Galva International FZE – Step Down

SubsidiaryDubai 100.00%

B. Joint Venture.1. Texturing Technology Private Limited (TTPL) India 50.00%2 Moira Madhujore Coal Limited India 30.70%

3.2 In all the companies under consolidation, depreciation is charged on Straight Line Method (SLM), where as in case of TTPL depreciation of 0.97 Crore is charged on Written Down Value Method (WDV), which is 0.41 % of total depreciation.

4.0 The audited financial statements of foreign subsidiaries have been prepared in accordance with the Generally Accepted Accounting Principle of its Country of Incorporation or International Financial Reporting Standards.

5.0 Previous Year’s figures are regrouped and rearranged wherever necessary.


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B. NOTES ON CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2016

Note 1 Share Capital ` in Crore



(a) Authorised Share Capital

50,00,00,000 (17,50,00,000) Equity Shares of `10 Each 500.00 500.00

(b) Issued, Subscribed and Paid up Share Capital

14,22,60,103 (14,22,60,103) Equity Shares of Rs 10 each 142.26 142.26

(Out of this 58,74,760 Equity Share have been Issued for consideration other than Cash and 2,18,57,924 Equity Share have been issued on Conversion of Global Depository Receipts )

Total - Share Capital 142.26 142.26

Reconciliation of No of Shares outstanding is set out below.



Equity Shares at the beginning/ end of the year 142,260,103 142,260,103

Details of Shareholder holding more than 5% Equity Shares:

Name of Shareholder As at 31st March, 2016 As at 31st March, 2015

Number of shares held

% holding Number of shares held

% holding

Equity Shares with Voting Rights

Kredence Multi Trading Limited 14,921,063 10.49 14,921,063 10.49 Uttam Exports Private Limited 7,324,379 5.15 7,324,379 5.15 Eriska Investment Private Limited 13,988,000 9.83 3,238,000 2.28 Arcelomittal Netherlands BV 41,327,931 29.05 41,327,931 29.05 Cresta Fund Limited 3,351,426 2.36 14,101,426 9.91 Albula Investment Fund Limited 12,856,750 9.04 12,856,750 9.04 Asia Investment Corporation ( Mauritius) Limited 8,442,125 5.93 8,442,125 5.93 Evergreen Tradeplace Private Limited 7,885,600 5.54 7,885,600 5.54

Note 2 Reserves and Surplus ` in Crore



(a) Capital Reserve As per Last Balance Sheet 0.12 0.12

(b) Capital Redemption Reserve As per Last Balance Sheet 5.37 5.37

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(c) Securities Premium AccountAs per Last Balance Sheet 310.64 310.64 Closing Balance 310.64 310.64

(d) Debenture Redemption ReserveAs per Last Balance Sheet - 25.00 Less :Transferred to Profit & Loss Reserve Account - 25.00Closing Balance - -

(e) Capital Incentive From Government of MaharashtraAs per Last Balance Sheet 24.64 0.20 Add : During the Year 58.61 24.44 Closing Balance 83.25 24.64

(f) Revaluation ReserveAs per Last Balance Sheet 614.53 - Addition during the year - 614.53 Closing Balance 614.53 614.53

(g) Surplus in Statement of Profit and Loss:As per Last Balance Sheet 838.54 786.55 Add: On Reinstatement of step down subsidairy - 9.96 Add: Transferred from Debenture Redemption Reserve Account - 25.00 Add: Profit for the year (1,555.45) 19.77 Less: Transferred from Fixed Assets (2.74)Closing Balance (716.94) 838.54

(h) Foreign Currency Translation ReserveAs per Last Balance Sheet (6.41) (5.98)Add: Addition during the year 0.57 (0.43)Closing Balance (5.84) (6.41)

Total - Reserves and Surplus 291.16 1,787.43

Note 3 Long Term Borrowings ` in Crore



Secured Term Loan from Banks and Financial Institutions 2293.83 2477.16

2293.83 2477.16 Unsecured Banks 132.67 523.22 Other loans ( SICOM & Deferral Sales Tax Loans) 64.07 8.26

196.74 531.48Total - Long Term Borrowings 2490.57 3008.64


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(i) Details of terms of repayment for the Secured Long-Term Borrowings and security provided in respect thereof:

Particulars Terms of repayment As at 31st March, 2016


Term loans from banks:

Punjab National Bank, State Bank of India, Bank of Baroda & Exim Bank

Repayable in 36 quarterly installments ending on Mar-2020

179.94 243.63

Vijaya Bank Repayable in 28 quarterly installments ending on Sept-2019

62.50 87.50

Syndicate Bank Repayable in 20 quarterly installments ending on March 2020

105.00 140.00

Oriental Bank of Commerce Repayable in 24 quarterly installments ending on March 2022

124.31 149.31

State Bank of India Repayable in 34 quarterly installments ending on March 2023

85.00 90.00

Vijaya Bank Repayable in 20 quarterly installments ending on December 2021

95.00 100.00

Indian Overseas Bank Repayable in 34 quarterly installments ending on June 2023

43.13 45.63

South Indian Bank Repayable in 20 quarterly installments ending on June 2022

100.00 -

FCTL: Exim Bank (USD 12.11 Million, Previ-ous Year USD 13.88 Million)


80.30 86.84

ECB Loan : State Bank of India, Indian Overseas Bank, Bank of Baroda, Punjab National Bank, Union Bank of India, Indian Bank, Canara Bank, State Bank of Mauritius Limited, Afr Asia Bank Limited, Bank of India (USD 213.87 Million, Previous Year USD 245.30 Million)


1418.65 1534.26

Total - Secured Long Term Loan From Banks 2293.83 2477.16

1) Term Loans, ECBs & FCTL from Banks and Financial Institutions are secured by mortgage and the lenders have first pari passu charge on all the present and future movable and immovable assets of the company but not limited to plant and machinery, machinery spares, tools and accessories in possession or not, stored, or to be brought in Company’s premises or lying at any other place of the Company’s representative affiliates and all the intangible assets of the Company, except for Packing machine supplied by PESMEL, Finland.

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Note 4 Deferred Tax Liability (Net) ` in Crore



Deferred Tax Liabilty:

Deferred Tax Liabilities related to Fixed Assets 209.01 209.03

Note 5 Long Term Provisions ` in Crore



Provision for Employee Benefits:

(i) Provision for Gratuity 6.67 5.11 (ii) Provision for Leave Encashment 5.59 5.47

Total - Long Term Provisions 12.26 10.57

Note 6 Short Term Borrowings ` in Crore



Secured

Working Capital Loan from Banks 323.78 315.94

Overdrafts from Banks 755.48 -

Unsecured

Working Capital Loan from Bank 169.61 203.80

Total - Short Term Borrowings 1,248.87 519.74

Loans from Banks on Cash Credit & Packing Credit Accounts are Secured by Hypothecation of all Tangible, Moveable assets such as Raw Material, WIP, Finished Goods, Stock in Transit and Book Debts etc. and the second charge on fixed assets of the Company except Packing Machine supplied by PESMEL, Finland.

Note 7 Trade Payables ` in Crore



Trade Payables:

Micro, Small and Medium Enterprises 1.36 1.83

Acceptances 1,715.88 901.27

Other than Acceptances 2,550.78 2,350.45

Total - Trade Payables 4,268.02 3,253.55


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The details of amounts outstanding to Micro, Small & Medium Enterprises based on information available with the Company is as under:



Principal amount due and remaining unpaid 1.36 1.83 Interest due on (1) above and the unpaid interest 0.06 0.14 Interest paid on all delayed payments under the MSMED Act Nil NilPayment made beyond the appointed day during the year Nil NilInterest due and payable for the period of delay other than (3) above Nil NilInterest Accrued and remaining unpaid Nil NilAmount of further interest remaining due and payable in succeeding year Nil Nil

Note 8 Other Current Liabilities ` in Crore



(a) Current maturities of Long Term Debt ( Refer Note No 3)* 411.08 222.05 (b) Interest Accrued but not due on Borrowings 27.79 24.93 (c) Interest due but not paid on Borrowings 15.19 - (d) Other payables -

(i) Statutory Remittances (Contributions to PF and ESIC, Withhold-ing Taxes, TDS, Excise Duty, VAT,Service Tax, etc.)” 17.18 51.38

(ii) Advances from Customers 619.71 386.27 (iii) Provision for Freight & Other Expenses 177.92 63.09

Total - Other Current Liabilities 1268.89 747.52

Note 9 Short Term Provisions ` in Crore



(a) Provision for Employee Benefits(i) Provision for Bonus 2.32 1.28 (ii) Provision for Gratuity - 1.92 (iii) Provision for other Employee Benefits 0.08 0.29

2.40 3.49

(b) Provision - Others:(i) Provision for Tax - (Net of Advance Tax) 0.82 5.50

Total - Short Term Provisions 3.22 8.99

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Note 11 Non Current Investments ` in Crore



Investments (At cost):In Equity Shares of Associate Companies Unquoted, Fully Paid Up 9,994 Equity Shares of ` 10 each of Uttam Utkal Steels Limited 0.01 0.01

0.01 0.01 Investment in Debentures of others entities, Un quoted Fully Paid UP

300,000 Unsecured Optionally Fully Convertible Debentures of `100/ Each in Shree Bhavani Power Projects Private Limited. 3.00 3.00

3.00 3.00 Other Non-Current Investments i) 40,000 Equity Shares of ` 25/ each of Punjab & Maharashtra Co-op Bank Limited 0.10 0.10 ii) 515,000, Equity Shares of `10/ Each in Ansal Hi-Tech Township Ltd. 0.52 0.52 iii) Investment of Mutual Funds

- 50,000 Unitsof Union KBC Capital Protection Oriented Fund of ` 10 Each 0.05 0.05 0.67 0.67

Total - Non Current Investments 3.68 3.68

Note: 10 Fixed Assets & Depreciation as on 31St March, 2016 ` in Crore

Particulars

GROSS BLOCK DEPRECIATION NET BLOCK

COST 01.04.2015

ADDITIONS DEDUCTION COST 31.03.2016

UP TO 01.04.2015

FOR THE-YEAR ENDED 31.03.2016

DEDUCTION ADJUSTMENT

TOTAL DEPRECIATION

AS AT 31.03.2016

AS AT 31.03.2015

(A) TANGIBLE ASSETS

Land 315.14 - - 315.14 - - - - 315.14 315.14

Building & Site Devel-opment

834.06 16.78 - 850.84 169.89 30.52 - 200.40 650.44 664.18

Flats & Office Premises 4.93 5.61 - 10.54 0.45 0.09 - 0.54 10.00 4.48

Plant and Machinery 4859.03 437.31 - 5296.34 1225.69 193.09 - 1418.78 3877.56 3633.34

Furniture & Fixture 37.25 0.07 - 37.32 14.48 3.83 - 18.31 19.01 22.78

Office Equipments 4.29 0.22 - 4.51 3.51 0.16 - 3.67 0.84 0.77

Computers 12.78 1.17 - 13.95 9.52 1.51 - 11.03 2.92 3.26

Vehicles 10.69 0.23 0.64 10.28 4.94 0.87 0.44 5.37 4.91 5.75

Housing Complex 40.70 0.00 - 40.70 3.39 0.65 - 4.05 36.65 37.31

TOTAL (A) 6118.88 461.39 0.64 6579.62 1431.87 230.72 0.44 1662.15 4917.39 4687.00

(B) INTANGIBLE ASSETS Computer Software 23.39 - - 23.39 4.71 4.68 - 9.38 14.01 18.68

TOTAL (B) 23.39 - - 23.39 4.71 4.68 - 9.38 14.01 18.68

TOTAL (A+B) 6142.27 461.39 0.64 6603.01 1436.58 235.39 0.44 1671.53 4931.39 4705.68

PREVIOUS YEAR 5250.76 1247.36 355.86 6142.26 1238.05 206.59 8.07 1436.58 4705.68


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Note 12 Long Term Loans and Advances ` in Crore



Unsecured, Considered Good

Security Deposits toRelated Parties 18.00 18.00 Others 1.60 2.75 Loans and advances to related parties 0.27 - Advance Income Tax for Prior Years 10.18 7.32 MAT credit entitlement - 41.33

Total - Long Term Loans and Advances 30.05 69.40

Note 13 Other Non-Current Assets ` in Crore



Accruals

Interest Accrued on Advacnes / Deposits 0.86 0.87

Note 14 Inventories ` in Crore



Raw Materials 231.75 338.23 Goods-in-Transit 45.18 63.43 Work-in-Progress* 65.11 172.71 Finished Goods 164.42 297.86 Stock-in-trade - Traded Goods 49.49 66.39 Stores and Spares 50.42 53.46 Arising 7.57 16.93 Land 347.36 347.36

Total - Inventories 961.30 1356.37

*Details of inventory of Work-in-Progress ` in Crore



Product CRC 10.44 67.39 Product GP/GC 23.99 78.89 Product PPGI 30.68 26.43

Total - Work-in-Progress 65.11 172.71

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Note 15 Trade Receivables ` in Crore



Unsecured, Considered Good Outstanding for a period exceeding six months 828.27 129.47 Other Receivables 1075.93 1717.23

1904.20 1846.70

Less: Provision for Bad and Doubtful Debts 56.95 3.31 Total - Trade Receivables 1847.25 1843.39

Note 16 Cash and Bank Balances ` in Crore



Cash and Cash Equivalents :

Cash in hand 1.35 0.57 Balances with banks

In Current Accounts 63.82 132.09 Other Bank Balances

Balances held as Margin money or security against Borrowings, Guaran-tees and other Commitments 36.78 35.76

Total - Cash and Bank Balances 101.95 168.42

Note 17 Short-term Loans and Advances ` in Crore



Unsecured, considered good

Loans and advances to Related Parties 0.12 -Loans and advances to Employees 3.17 3.96Prepaid Expenses 10.18 50.47 Balances with Government Authorities - - (i) CENVAT Credit Receivable 29.04 92.33 (ii) VAT Refund Receivable 4.54 113.67 (iii) Mega Incentive Receivable 63.17 24.44 (iv) Service Tax Credit Receivable 6.96 6.50 Advances to Suppliers 100.02 414.85 Advances to Suppliers-Related Parties 1,124.39 -Advances recoverable in cash or in kind or for value to be received (8.29) 29.81 Deposits 3.06 3.55

Total - Short Term Loans and Advances 1336.36 739.58


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Note 18 Revenue from Operations ` in Crore



Sale of Products #Manufactured Goods 4092.93 5124.16 Traded Goods 4418.06 3501.23 Other Operating Revenues 159.04 231.59

Gross Revenue from Operations 8670.03 8856.98 Less: Excise Duty 374.60 424.46

Total - Revenue from Operations (Net) 8295.43 8432.52



# Sale of Products Comprises Manufactured Goods *Galvanised Plain (GP)/ Galvanised Corrugated (GC) 2030.55 2451.96 Prepainted Galvanised Iron (PPGI) 740.28 679.80 Cold Rolled Closed Annealed (CRCA) & Others ** 1322.10 1992.40

Total - Sale of Manufactured Goods 4092.93 5124.16 Traded GoodsSales Domestic Trading / Service Centre 1005.64 115.31 Sales Domestic Trading - High Seas Sales 6.46 145.71 Sales Merchandice Exports/ Trading 3405.96 3240.21

Total - Sale of Traded Goods 4418.06 3501.23 Total - Sale of Products 8510.99 8625.39

Other Operating Revenues Sale of Scrap/ Arising 149.73 211.70 Duty Drawback and Other Export Incentives( FMS and SHIS) 6.49 11.26 Sale of Surplus Genrated Power 2.82 8.62

Total - Other Operating Revenues 159.04 231.59

* Manufactured Sales includes Export Sales worth ` 880.71 Crore ( Previous Year ` 1365.77 Crore)** CRCA includes Hot Rolled Picked & Oiled Products (HRPO), Tube Products and Re-Processed Arisings.Note 19 Cost of Materials Consumed ` in Crore



Opening Stock 386.23 313.91 Add: Purchases 2,676.79 4,036.97

3,063.02 4,350.88 Less: Closing Stock 263.13 386.84

*Cost of Material Consumed 2799.89 3964.04

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*Cost of Materials ConsumedHot Rolled Coil 2,226.02 3,052.21 Cold Rolled Full Hard 155.50 437.79 Zinc & Metal 358.12 417.04 Paint 59.63 56.48Other 0.62 0.52

Total - Cost of Material Consumed 2799.89 3964.04

Note 20 Purchase of Traded Goods ` in Crore



Purchase of Trade Goods Trading Purchases Hot Rolled Coil - Domestic 694.43 1.07 Trading Purchases Others - Domestic 363.62 1,596.34 Trading Purchases - Imports 3,459.73 1,780.34

Total -Purchase of Traded Goods 4517.78 3377.75

Note 21 Changes in Inventories of Finished Goods, Work-in-Progress , Traded Goods ` in Crore



Inventories at the end of the year:Finished Goods at Plant 108.24 199.41 Finished Goods at Port 0.86 11.14 Arisings 7.57 16.93 Work-in-Process 65.11 172.71 Traded Goods 104.37 153.69

286.15 553.88 Inventories at the beginning of the year:Finished Goods at Plant 199.41 175.70 Finished Goods at Port 11.14 36.40 Arisings 16.93 8.89 Work-in-Process 172.71 129.01 Traded Goods 153.68 67.91

553.88 417.91Net (Increase) / Decrease in Inventories 267.73 (135.97)

Note 22 Employee Benefits Expense ` in Crore



Salaries and Wages 104.40 91.04 Contributions to Provident and other Funds 5.45 5.26 Staff Welfare Expenses 6.47 7.70

Total - Employee Benefit Expenses 116.32 104.01

Liability for employee benefits has been determined by an actuary, appointed for the purpose, in conformity with the principles set out in the accounting standard 15 (Revised) the details of which are as follows:


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GratuityPresent Value of Funded Obligations 19.68 19.22 Present Value of Unfunded Obligations 6.15 6.98 Fair Value of Plan Assets (managed by insurer) 13.53 12.24 Net Liability 6.15 6.98

Amounts in Balance SheetLiability 19.68 19.22 Assets 13.53 12.24 Net Liability 6.15 6.98 Expenses to be recognised in the Statement of P&LCurrent Service Cost 1.97 2.09 Interest on Defined Benefit Obligation 1.54 1.31 Expenses Levied by Insurance Company 0.15 (0.09 )Expected Return on Plan Assets (1.15) (0.97)Net Actuarial Losses/(Gains) Recognised in Year (0.18) 0.51 Total, included in "Employee Benefit Expense" 2.33 2.86 Actual Return on Plan Assets 1.15 0.97 Reconciliation of Benefit Obligations & Plan Assets For the PeriodChange in Defined Benefit ObligationOpening Defined Benefit Obligation 19.22 16.37 Current Service Cost 1.97 2.09 Interest Cost 1.54 1.31 Actuarial Losses/ (Gains) (0.18) 0.51 Benefits Paid/ Accrued but not paid (2.87) (1.06) Closing Defined Benefit Obligation 19.68 19.22 Opening in Fair Value of Plan Assets 12.27 9.48 Expected Return on Plan Assets 1.15 0.97 Actuarial Gain / (Losses) 0.18 0.51 Contributions by Employer 2.61 2.45 Benefits Paid/ Accrued but not paid (2.78) (0.67) Payments due to the Company (0.10) (0.38) Expenses Levied by Insurance Company (0.15) (0.09) Balance with the Bank 0.34 0.00 Closing Fair Value of Plan Assets 13.53 12.24Principal Actuarial Assumptions (Expressed as Weighted Averages)Discount Rate (p.a.) 8.00% 8.00%Expected Rate of Return on Assets (p.a.) 9.33% 6.94%Salary Escalation Rate (p.a.) 7.00% 7.00%

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Leave EncashmentPresent Value of Funded Obligations 0.00 0.00 Present Value of Unfunded Obligations 5.59 5.47 Fair Value of Plan Assets (managed by insurer) 0.00 0.00 Net Liability 5.59 5.47 Amounts in Balance SheetLiability 5.59 5.47 Assets 0.00 0.00 Net Liability 5.59 5.47

Expenses to be recognised in the Statement of P&LCurrent Service Cost 1.33 1.43 Interest on Defined Benefit Obligation 0.44 0.37 Expected Return on Plan Assets Nil NilNet Actuarial Losses/(Gains) Recognised in Year (0.51) (1.41 )Total, included in "Employee Benefit Expense" 1.26 0.39 Actual Return on Plan Assets

Principal Actuarial Assumptions (Expressed as Weighted Averages)Discount Rate (p.a.) 8.00% 8.00%Expected Rate of Return on Assets (p.a.) 0.00% 0.00%Salary Escalation Rate (p.a.) 7.00% 7.00%

Note 23 Other Expenses ` in Crore



Manufacturing Expenses

Power Consumption 152.48 152.08 Coal Consumed 74.41 89.27 Power Captively Consumed (137.82) (142.55)Power Captively Consumed - Steam (10.73) (9.92)Consumption of Steam 10.73 9.92 Fuel Consumption 83.89 88.13 Water Charges 2.44 2.34 Stores & Spares Consumed 61.68 60.67 Repairs & Maintenance to Plant 30.44 38.41 Other Manufacturing Expenses 21.83 28.44

Total - Manufacturing Expenses 289.35 316.79


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Selling and Distribution Expenses

International Freight 43.13 72.23 F.O.B. Expenses 24.18 24.24 Local Freight 42.15 36.17 Brokerage & Commission 5.99 3.35 Other Expenses 7.64 6.40 Packing Material Consumed 55.52 62.84 Provision for Bad & Doubtful Debts 54.56 -

Total - Selling and Distribution Expenses 233.17 205.23

Administrative Expenses

Insurance 8.53 7.84 Travelling & Conveyance 6.11 7.54 Rent, Rates & Taxes 5.18 6.71 Legal , Professional & Consultancy Charges 46.20 22.96 Repairs & Maintenance to Building 8.31 11.25 Repairs & Maintenance to others 2.72 2.28 Security charges 3.32 3.85 Other Expenses 27.71 16.47 Remuneration to CMD/DMD 1.96 2.91 Sundry Balance Written Off/(Written back) (0.05) (0.01)Payment to Auditors -Audit Fees 0.26 0.34

-Tax Audit & Certifications 0.05 0.05 -Expenses Reimbursed - 0.04

Loss on Sale of Fixed Assets 0.09 0.17 Total - Administrative Expenses 110.39 82.40

Total - Other Expenses 632.91 604.41

Note 24 Finance Costs ` in Crore



Interest Expense on:(i) Borrowings - Long Term 218.49 194.82 (ii) Borrowings - Short Term 374.34 267.28 Other Borrowing Costs ( Upfront Fees) 36.16 31.33 Loss on Sale of Investment - 0.03 Net Loss on Foreign Currency Transactions and Translation 36.69 17.18

Gross Interest and Financial Charges 665.68 510.64

Less: Interest & Financial Charges Charged to Capital Work In Progress 148.75 232.70 Total - Finance Costs 516.93 277.94

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Note 25 Other Income ` in Crore



Interest Income Operational 41.77 24.89 Non-Operational - 2.83 Net Gain on Foreign Currency Transactions and Translation (other than considered as Finance Cost) - 0.07 Other Non-Operating Income 1.50 3.25

Total - Other Income 43.27 31.03 Interest Income i) Interest Recieved on FD - 0.01 ii) Interest Recieved Others - 2.83 iii) Interest on Receivables 41.77 24.88

Total- Interest Income 41.77 27.72

Note 26 Exceptional Item ` in Crore



Diminution in value of Investments in Subsidiaties (34.38) - Diminution in value of Overseas Loans & Advances 61.98 - Non-realisable Claims on Vendors Written Off (621.45) -

Total - Exceptional Item (717.81) -

27 Contingent Liabilities not provided for in respect of: ` in Crore

Sr. No. Particulars 31st March, 2016 31st March, 2015

(a) Letters of Credit outstanding 37.09 1438.71(b) Bank Guarantees 54.15 62.70(c) Estimated amount of contracts remaining to be executed on capital account and not provided for 16.81 61.16(d) Disputed Statutory Liabilities 17.01 25.77

The Company has given a corporate guarantee aggregating to ` 87.54 Crore (Previous Year ` 91.84 Crore) to Banks & Government Authorities on behalf of others.28 Pursuant to revision of Accounting Standard 11 (AS 11), exchange fluctuation Loss of ` 96.99 Crore (Previous Year

Loss ` 70.03 Crore) on Foreign Currency Loans is adjusted against cost of relevant fixed assets.29 Taxation.a The Company does not have taxable income as per the provisions of the Income Tax Act, 1961. However, it is liable

to MAT (Minimum Alternate Tax).b The Company has provided for deferred tax liability to the tune of ` 27.60 Crore (previous year ` 27.60 Crore)

arising on account of timing difference between the book and tax profit of the period. The same is net of tax incentive available at a future date and deferred tax payable at future date.

30 Earning Per Share (EPS)

Earnings Per Share (EPS) Basic and Diluted 2015-16 2014-15a) Including Extraordinary IncomeProfit for the Year (1555.45) 19.77Weighted average No. of Ordinary shares of `10 each for Basic EPS 14,22,60,103 14,22,60,103Earnings per Share (EPS) Basic & Diluted (Rupees) (109.34) 1.39


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b) Excluding Extraordinary Income Profit for the Year (1555.45) 20.78Weighted average No. of Ordinary shares of `10 each for Basic EPS 14,22,60,103 14,22,60,103Earnings per Share (EPS) Basic & Diluted (Rupees) (109.34) 1.47

31 In respect of Jointly Controlled Entities, The Company’s share of assets, liabilities, incomes and expenditures of Joint Venture Company is as follows: ` in Crore

Particulars Moira Madhujore Coal Ltd. Texturing Technology Pvt. Ltd.As on 31-03-2016 As on 31.03.2015 As on 31-03-2016 As on 31.03.2015

1. Assetsa) Fixed Assets (Incl. CWIP) - - 3.81 4.78b) Non - Current Assets - - 0.27 0.08c) Current Assets 0.88 0.16 4.29 3.04

2. Liabilitiesa) Non - Current Liabilities - - - 0.34b) Current Liabilities 0.05 0.69 0.53 0.38

3. Income 0.06 0.06 4.01 5.474. Expenditure 0.02 1.02 3.67 3.51

32 (a) List of Related Parties As per Accounting Standard 18 (AS.18) with whom the Company have entered into transactions during the year in the ordinary course of business:

(i) Key Managerial Personnel: Shri Anuj R Miglani Shri G S Sahwney Shri R Agrawal(ii) Other Related Parties(Associates of the Company/Enterprises over which key management personnel and/or their relatives exercise significant influence)Co-Promoter ArcelorMittal Netherland, B.V.Ability to Control / Exercise Significant Influence ArcelorMittal International FZE ArcelorMittal International LuxembourgAssociates Grow Well Mercantile Private Limited (Formerly know as Growell Mercantile Ltd.) Evergreen Tradeplace Private Limited Shree Uttam Steel and Power Limited Uttam Galva Metallics Limited Uttam Utkal Steels Limited Sainath Trading Company Private Limited Kredence Multi Trading Limited Archisha Steels Private Limited Uttam Value Steels Limited Uttam Galva International PTE Ltd.(b) Details of transactions with related parties referred to in (a)(ii) above: ` in Crore

Particulars Ability to Contol/ Exercise signifi cant infl uence

Associates Ability to Contol/ Exercise signifi cant infl uence

Associates

2015-16 2014-15Sale of goods / services 90.82 67.03 378.03 31.65Purchase of goods / services - 1459.92 163.45 912.03Rent Payment - 1.93 - 1.93Interest Received - 7.02 - 15.43


For Todarwal & Todarwal Rajinder Miglani Anuj R MiglaniChartered Accountants Chairman Managing DirectorFirm Registration No 111009 W DIN: 00286788 DIN: 00287097Sunil Todarwal Gursharan Singh Sawhney R AgrawalPartner Director (Finance) & Group CFO President & Company SecretaryMembership No. 32512 DIN: 02339467 FCS: 2174Place : Mumbai Date : 27th May, 2016

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IMPORTANT COMMUNICATION TO MEMBERSThe Ministry of Corporate Affairs undertook a “Green Initiative in the Corporate Governance” by allowing paperless compliance by the Companies and has issued circular Nos. 17/2011 dated 21.04.2011 and 18/2011 dated 29.04.2011 stating that service of notice / documents including Annual Report can be sent by electronic mode to its members.

To support this Green initiative of the Government in full measure, members who have not registered their e-mail addresses so far, are requested to register their e-mail addresses and changes therein from time to time along with their name, address and Folio No./Client Id Nos., in respect of their shareholding with:

1) The Registrar and Share Transfer Agents viz. Universal Capital Securities Private Limited for shares held in physical form and;

2) The concerned Depository Participants in respect of shares held in electronic / demat mode

Upon registration of e-mail address(es), the Company would send Notices / Circulars / Documents including Annual Report and other communications via electronic mode.

In case any Member opts / insists for physical copies of above documents, the same would be send to him by post free of cost at the address registered with the Company.

Note : You can register your e-mail address at the Registrar and Share Transfer Agents (RTA)/ Company’s E-mail address: [email protected] / [email protected] -------------------------------------Cut here------------------------------------------- -------------------

REGISTRATION FORM FOR RECEIVING DOCUMENTS IN ELECTRONIC MODE

M/S. UNIVERSAL CAPITAL SECURITIES PRIVATE LIMITED(Unit: UGSL)21 Shakil Nivas, Mahakali Caves Road, Andheri (East), Mumbai - 400 093.

I/We, am/are member/s of M/s. UTTAM GALVA STEELS LIMITED and hereby exercise my/our option to receive the documents such as Notices/Circulars/Documents including Annual Reports and other communications in electronic mode pursuant to the circular Nos. 17/2011 date 21.04.2011 and 18/2011 dated 29.04.2011 by the Ministry of Corporate Affairs. Please register my following e-mail id in your records for sending communication through electronic mode.

Name of First Member __________________________________________________________________________________

Joint Holder – 1 __________________________________________________________________________________________

Joint Holder – 2 __________________________________________________________________________________________

E-mail id for registration _______________________________________________________________________________

Regd. Folio /Client Id No. _______________________________________________________________________________

Date: ______________________________________________Signature (1st holder) _____________________________________


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AffixRevenue

Stamp

UTTAM GALVA STEELS LIMITEDRegistered office: Uttam House, 69, P. D’Mello Road, Mumbai: 400 009.

Tel. No. 022 66563500, Fax No.: 022 23485025, CIN: L27104MH1985PLC035806Website: www.uttamgalva.com, E-Mail:[email protected].

FORM NO. MGT-11 : PROXY FORMPursuant to the Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014.

Name of the Member(s)

Registered Address

Email-idFolio No. /Client ID No. DP ID No

I/We, being the Member(s) of _________________________ Equity Shares of the above named Company, hereby appoint1. Name : _____________________________________________________________________________________________________________________________________________ E-mail id: _____________________________________________________________________________________________________________________________________________ Address : _______________________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________________ Signature _____________________________________________________________ or failing him________________________________________________________________2. Name _____________________________________________________________________________________________________________________________________________ E-mail id _____________________________________________________________________________________________________________________________________________ Address _____________________________________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________________________________ Signature ______________________________________________________ or failing him________________________________________________________________________3. Name ______________________________________________________________________________________________________________________________________________ E-mail id _______________________________________________________________________________________________________________________________________________ Address _____________________________________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________________________________ Signature ______________________________________________________ or failing him________________________________________________________________________as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 31st Annual General Meeting of Uttam Galva Steels Limited to be held on the 30th day of August, 2016 at 11.00 a.m. on Tuesday at M C Ghia Hall, 18/20, K. Dubhash Marg, Mumbai– 400 001 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

Resolution

Ordinary Business

1 Adoption of Audited Financial Statements for the year ended 31st March, 2016.2 Reappointment of Shri Rajinder Miglani (DIN 00286788) who retires by rotation and being eligible, offers himself for reappointment.3 Reappointment of M/s. Todarwal & Todarwal, Chartered Accountants as Statutory Auditor of the Company & to fix their remuneration.

Special Business

4 Appointment of Shri R K Dubey (DIN:03302782) as a Director of the Company.5 Appointment of Shri R K Dubey (DIN:03302782) as an Independent Director of the Company.6 Appointment of Shri B L Khurana (DIN:00671592) as a Director of the Company.7 Appointment of Shri B L Khurana (DIN:00671592) as an Independent Director of the Company.8 Reappointment of Shri Anuj R Miglani (DIN: 00287097) as Managing Director of the Company for the period of 3 years from 10th November,

2015 to 9th November, 2018.9 Approval of the remuneration of Shri G S Sawhney (DIN: 02339467)- Director (Finance) & Group CFO.

10 Approval of the Related Party Transaction with Uttam Value Steels Limited.11 Approval of the remuneration of the Cost Auditor for the Financial Year 2016-2017.

Signed this….................................… day of…..................…… 2016 Signature of Shareholder...................................................................Signature of Proxy holder(s)............................................................Notes:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

2. Please complete all details including details of member(s) before submission.

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UTTAM GALVA STEELS LIMITEDRegistered office: Uttam House, 69, P. D’Mello Road, Mumbai: 400 009.

Tel. No. 022 66563500, Fax No.: 022 23485025, CIN: L27104MH1985PLC035806Website: www.uttamgalva.com, E-Mail:[email protected].

ATTENDANCE SLIP(To be presented at the entrance)

31st Annual General Meeting of Uttam Galva Steels Limited to be held on the 30th day of August, 2016 at 11.00 a.m. on Tuesday at M C Ghia Hall, 18/20, K. Dubhash Marg, Mumbai – 400 001.

Name and Address of Shareholder or Proxy

Folio No.

DP ID - Client ID

No. of Shares

I / We, hereby record my/ our attendance at the 31st Annual General Meeting at 11.00 a.m. on Tuesday, 30th August, 2016 at M C Ghia Hall, 18/20, K Dubhash Marg, Mumbai- 400 001.

Signature of Shareholder or Proxy_______________________________________________________________

E-mail address _____________________________________________________________________________________

Note:

1. Please fill up this attendance slip and hand it over at the entrance of the Meeting hall.

2. Members are requested to bring their copies of the Annual Report at the Meeting.

3. Please strike off whichever is not applicable.

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