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Directors Report of Gallantt Ispat Ltd.

Mar 31, 2023

DIRECTORS'' REPORT

TO THE MEMBERS

Your Directors have the pleasure in presenting the 19th
Annual Report of Gallantt Ispat Limited ("the Company")
along with the Audited Financial Statements for the
Financial Year ended March 31, 2023.

CORPORATE OVERVIEW

The Company was incorporated in 2005 and has

thereafter transformed to being one of the leading
steel manufacturing companies in India. Gallantt Ispat
Limited ("Your Company" or "The Company") is a leading
Iron and Steel manufacturing Company. Factories of the
Company are located at Samakhyali, Kutch District of
Gujarat (hereinafter referred to as "Gujarat Unit") and
Sahjanwa, Gorakhpur, Uttar Pradesh (hereinafter referred
to as "Gorakhpur Unit"). The Company has its Registered
Office at New Delhi.

WORKING RESULTS

Particulars	Stand	alone
Financial Results	2023	2022
Income from operation	4,03,458.27	3,01,737.60
Other Operating Income	2,539.44	5,360.80
Finance Cost	2,722.35	2,046.35
Depreciation (including amortization)	10,025.01	9,209.26
Profit Before Tax	23,988.81	23,730.38
Tax Expenses (including Deferred Tax)	9,897.72	6,146.45
Profit After Tax	14,091.09	17,583.93
Profit for the Period	14,091.09	17,583.93

FINANCIAL ACCOUNTING AND ADOPTION OF IND AS

The Financial Statements for the FY 2022-23 are prepared
under Ind-AS notified under Section 133 of the Companies
Act, 2013 (hereinafter referred to as "The Act") read with
the Companies (Accounts) Rules, 2014 as amended from
time to time. The estimates and judgements relating to

the Financial Statements are made on a prudent basis,
so as to reflect in a true and fair manner, the form and
substance of transactions and reasonably present the
Company''s state of affairs, profits and cash flows for the
year ended March 31, 2023. The Notes to the Financial
Statements adequately cover the Audited Statements
and form an integral part of this Report.

STATE OF AFFAIRS, BUSINESS OPERATION AND
PERFORMANCE REVIEW

Your Company is a steel manufacturing company. It
manufactures high quality steel products to cater the
needs of the customers for use in the construction and
infrastructure building through the deployment of
robust processes and state-of-the-art technology. The
Company''s high-quality products help customers to build
strong constructions and gain competitive advantage.

During the FY 2022-23 Revenue from Operations stood
at '' 4,03,458.27 Lakhs as against '' 3,01,737.60 Lakhs
during the last FY 2021-22. The Profit before Interest,
Depreciation and Taxation stood at '' 36,736.17 Lakhs as

against '' 34,985.99 Lakhs in the previous year registering
a growth of 5.01 %. The Net Profit after Tax for the year
stood at '' 14,091.09 Lakhs from '' 17,583.93 Lakhs in the
previous year registering a decline 19.86%. Earnings per
Share (EPS) stood at '' 5.84 (face value of '' 10/- each) for
the Financial Year ended March 31, 2023. During the year
Company has reported relatively sluggish performance
in terms of profitability, however, the turnover has
increased considerably. Decline in profit is due to several
macroeconomic head winds, volatile market environment
and operational challenges.

There is no change in the nature of business of the
Company, during the year under review.

PRODUCTION AT A GLANCE

Items	2022-23		2021-22		% of Change
	Production	Sales*	Production	Sales*	Production	Sales*
Sponge Iron (M.T.)	6,89,565.849	6,91,138.706	4,88,999.810	4,90,310.426	41.02%	40.96%
M.S. Billets (M.T.)	6,94,206.471	6,97,377.642	6,02,726.111	6,03,459.323	15.18%	15.56%
M.S. Round Bar & Miss Rolled Bar (M.T.)	6,35,962.546	6,42,317.058	4,80,041.520	4,72,081.128	32.48%	36.06%
Power Generation (KWH)	65,20,16,430	65,20,16,430	53,27,46,256	53,27,46,256	22.39%	22.39%

MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION AND CHANGE IN BUSINESS

Honorable National Company Law Tribunal, Kolkata
Bench and Honorable National Company Law Tribunal,
New Delhi Bench, vide their orders dated September 22,
2021 and May 20, 2022 respectively, have approved the
Scheme of Amalgamation and Slump Sale providing for
Slump Sale of 18 MW Power Plant of Gallantt Ispat Limited
to Gallantt Metal Limited and thereafter Amalgamation of
Gallantt Ispat Limited (Transferor Company No. 1 or GIL),
AAR Commercial Company Limited (Transferor Company
No. 2 or AAR), Hipoline Commerce Private Limited
(Transferor Company No. 3 or HIPOLINE), Lexi Exports
Private Limited (Transferor Company No. 4 or LEXI) and
Richie Credit and Finance Private Limited (Transferor
Company No. 5 or RICHIE) (together referred to as the
"Transferor Companies") with Gallantt Metal Limited
("Transferee Company" or "GML") and their respective
shareholders and creditors under Sections 230-232 of
the Companies Act, 2013 (hereinafter referred to the
"Scheme").

Post amalgamation Company has changed its name from
Gallantt Metal Limited to Gallantt Ispat Limited.

Income Tax Department, Ministry of Finance has in
exercise of power under Section 132 of the Income Tax

Act, 1961 has carried out an Income Tax Search Operation
at the Plant Office and Factory Premises of the Company
together with other business offices and residential
houses of Promoters and Officers of the Company.
Department has seized few documents and records of
the Company for further processing in the above search.
Any impact with respect to search is yet to be ascertained.

The Audit Team of the Company has detected
misappropriation and embezzlement of fund of the
Company by few lower-level employees. These employees
have misused their position in the Company for their
personal interest. The matter was revealed during the
course of internal checking. Total fund involvement is
'' 44.00 Lakhs (approximately). First Information Report
(FIR) was registered against these employees and
necessary action was taken against them. Company
has proper system in place and takes sufficient care
for maintenance of adequate accounting records for
safeguarding the assets of the Company and detecting
fraud or other irregularities. Further, robust vigil
mechanism is in place to report concerns about unethical
behaviour, actual or suspected fraud, or violations of
Company''s Code of Conduct.

Apart from the above, there have been no material
change(s) and commitment (s) except elsewhere stated
in this report, affecting the financial position of the

Company between the end of the financial year of the
Company i.e. March 31,2023 and the date of this Report.

There were no significant and material orders passed
by regulators or courts or tribunals impacting the going
concern status and Company''s operations in future.
Factory had been working efficiently during the year.
Safety measures and processes have been installed and
improved upon at the plants and work sites.

There has been no change in the nature of the business
of the Company during the financial year ended on March
31,2023.

DIVIDEND

The Directors wish to invest the profits back into the
Company for further growth plan and to strengthen
its fund and liquid position, and therefore did not
recommend any dividend for the FY2022-23.

Pursuant to Regulation 43A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("the
Listing Regulations"), the Dividend Distribution Policy
duly approved by the Board is available on the website
of the Company and can be accessed at Investor Corner
of the website of the Company i.e. www.gallantt.com and
the same is annexed as ANNEXURE-I.

FINANCIAL STATEMENTS OF SUBSIDIARIES AND
ASSOCIATES

Since, there is no Associate and Subsidiary Company of
the Company a statement containing the salient features
of the financial statements of the subsidiaries or associate
in the prescribed Form AOC-1 is not annexed to this
Report.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL
STANDARDS

Your Directors confirm that the Secretarial Standards
issued by the Institute of Company Secretaries of India,
have been complied with.

SHARE CAPITAL

As on March 31 2023, the Authorized Capital of the
Company is '' 2,41,30,33,000/- (Rupees Two Hundred and
Forty-One Crores Thirty Lakhs and Thirty-Three Thousand
only) and the paid-up capital stands at '' 2,41,28,09,450/-
(Rupees Two Hundred and Forty-One Crores Twenty-Eight
Lakhs Nine Thousand and Four Hundred and Fifty only)
consisting of 24,12,80,945 equity shares of '' 10/- (Rupees
Ten) each. After sanction of the Scheme of Amalgamation
and Slump Sale providing for Slump Sale of 18 MW Power
Plant of Gallantt Ispat Limited to Gallantt Metal Limited
and thereafter Amalgamation of Gallantt Ispat Limited,
AAR Commercial Company Limited, Hipoline Commerce
Private Limited, Lexi Exports Private Limited and Richie

Credit and Finance Private Limited with Gallantt Metal
Limited (Transferee Company) by the Honorable National
Company Law Tribunal, Kolkata and New Delhi Bench on
September 22, 2021 and May 20, 2022 respectively the
Authorised Share Capital of the Company has increased
from '' 83,00,00,000/- (Rupees Eighty-Three Crores) to
'' 1,57,00,33,000/- (Rupees One Hundred Fifty-Seven
Crores and Thirty-Three Thousand). Further, to cover up
the allotment of equity shares pursuant to the Scheme of
Amalgamation and Slump Sale the Authorised Capital of
the Company has been increased from '' 1,57,00,33,000/-
(Rupees One Hundred Fifty-Seven Crores and Thirty-Three
Thousand) to '' 2,41,30,33,000 (Rupees Two Hundred
Forty-One Crores Thirty Lacs and Thirty-Three Thousand)
and the same has been approved by the shareholders of
the Company at its Extra-Ordinary General Meeting held
on June 04, 2022.

As on March 31, 2023 the issued, subscribed and paid-up
Share Capital is '' 241,28,09,450/- (Rupees Two Hundred
Forty-One Crore Twenty-Eight Lacs Nine Thousand Four
Hundred and Fifty only) divided into 24,12,80,945 Equity
Shares of '' 10/- each.

During the year under review, the company has not issued
shares with differential voting rights nor has granted any
stock options or sweat equity. As on March 31, 2023,
none of the Directors of the company hold instruments
convertible into equity shares of the Company. The
Company has paid Listing Fees for the financial year 2023Â¬
24 to each of the Stock Exchanges, where its equity shares
are listed.

BUSINESS GROWTH, OUTLOOK AND EXPANSION

Your Company has a dedicated team of Management
and Operating Personnel who have been instrumental
in the growth of the business over the years. Your
Directors believe that the Company has the potential to
further scale up its business volumes and profitability
and are in the process of identifying new avenues of
growth and effective utilization of its existing resources.
The infrastructure creation continues to be one of the
major priorities of the State Governments as well as
Government of India and thereby the infrastructure space
is likely to see significant activity which augurs well for
steel demand.

During the year Company was under the process of
establishing a pellet plant at Gorakhpur Industrial
Development Authority (GIDA), Sahjanwa, Gorakhpur -
273209, Uttar Pradesh having a capacity of 7,92,000 MT.
The commercial operation of the pellet plant is proposed
to start from the month of July 2023. Pellet Plant being
a backward integration will reduce the raw material cost
which in turn will help to improve the profitability of the
Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls
and compliance systems established and maintained
by the Company, the work performed by the Internal,
Statutory, Cost and Secretarial Auditors including Audit
of Internal Financial Controls over financial reporting
by the Statutory Auditors and the reviews performed
by Management and the relevant Board Committees,
including the Audit Committee, the Board is of the
opinion that the Company''s Internal Financial Controls
were adequate and effective during the financial year
2022-2023.

Accordingly, pursuant to Section 134(3)(c) and 134(5)
of the Act, the Board of Directors, to the best of their
knowledge and ability, confirm that:

i) In the preparation of annual accounts, the applicable
accounting standards have been followed and there
has been no material departure.

ii) The selected accounting policies were applied
consistently and the Directors made 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 at March 31, 2023 and of the profit of
the Company for the financial year ended March 31,
2023.

iii) Proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities.

iv) The annual accounts have been prepared on a going
concern basis.

v) Sufficient internal financial controls have been
laid down and such internal financial controls are
adequate and were operating effectively, and

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

BUSINESS RESPONSIBILITY AND SUSTAINIBILITY
REPORT (BRSR)

SEBI, vide its circular dated May 10, 2021, made BRSR
mandatory for the top 1,000 listed companies (by market
capitalization) from financial year 2022-2023, while such
disclosure is voluntary for the financial year 2021-2022.The
Company has adopted the BRSR compulsorily from the
financial year 2022-2023 to provide enhanced disclosures

on ESG practices and priorities of the Company. The
Business Responsibility and Sustainability Report for the
financial year, as stipulated under Regulation 34 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is part of the Annual Report and is
attached as ANNEXURE - II.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, IND
AS is applicable to the Company from the Financial
Year commencing from April 01, 2017. The estimates
and judgments relating to the Financial Statements are
made on a prudent basis, so as to reflect in a true and
fair manner, the form and substance of transactions
and reasonably present the Company''s state of affairs,
profits and cash flows for the year ended March 31,2023.
Financial Statement has been prepared as per applicable
Ind-AS.

LISTING INFORMATION

The equity shares of the Company are in dematerialized
form and is listed with BSE Limited and National Stock
Exchange of India Limited. The Listing Fee has been paid
to the Stock Exchanges for the financial year 2023-24. The
ISIN No. of the Company is INE297H01019.

CREDIT RATING

The Credit Rating Agency M/s. India Rating & Research
Private Limited has maintained Ind A (Outlook: Stable)
rating for the Company''s Fund Based Long Term facilities
(long term) and Ind A1 for Non-Fund based Short Term
facilities.

Further, post amalgamation credit rating of erstwhile
Gallantt Ispat Limited (CIN: L27109DL2005PLC350523)
has been withdrawn by M/s. Brickwork Ratings India Pvt.
Ltd.

CANCELLATION AND ALLOTMENT OF EQUITY SHARES

In pursuance of the Scheme as approved by the Honorable
National Company Law Tribunal, Kolkata Bench and New
Delhi Bench, Board of Directors of the Company has taken
on record June 07, 2022 as "Record Date" of the Transferor
Companies for determining the eligibility of shareholders
of the Transferor Companies who were allotted Equity
Shares in the Company. As per the Scheme as approved,
6,54,96,896 equity shares held by the Transferor
Companies were stand cancelled and 22,54,55,517
equity shares were allotted to the shareholders of the
Transferor Companies on June 10, 2022. Post cancellation
and Allotment of Shares as mentioned above, the total
outstanding no. of issued, subscribed and paid-up equity
shares are 24,12,80,945.

PUBLIC DEPOSITS

The Company has not accepted or renewed any public
deposits during the period under review. It has not
accepted any deposits from the public within the meaning
of the provisions of Section 73 of the Companies Act, 2013
and Rules made there under. Therefore, it is not required
to furnish information in respect of outstanding deposits
under non-banking, non-financial Companies (Reserve
Bank) Directions, 1966 and Companies (Accounts) Rules,
2014.

DEBENTURES

During the financial year under review, the Company has
not issued or allotted any Debentures and does not have
any outstanding Debentures.

AUDITORS & AUDITORS'' REPORT

M/s Maroti & Associates, Chartered Accountants (Firm
Registration Number: 313132E) were appointed as
Statutory Auditors in the 18th (Eighteenth) Annual
General Meeting (AGM) of the Company for a period
of five years, from the conclusion of 18th AGM till the
conclusion of the 23rd AGM of the Company.

The Statutory Auditors had carried out audit of financial
statements of the Company for the financial year ended
March 31, 2023 pursuant to the provisions of the Act.
The reports of Statutory Auditors form part of the
Annual Report. The reports are self-explanatory and do
not contain any qualifications, reservations or adverse
remarks.

The Statutory Auditors have issued an unmodified
opinion on the Company''s Financial Statements for the
financial year ended March 31,2023. Necessary certificate
has been obtained from the Auditors as per Section
139(1) of the Companies Act, 2013.

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

The information required to be disclosed under Section
134(3) (m) of the Companies Act, 2013 read with Rule 8(3)
of the Companies (Accounts) Rules, 2014, is annexed as
ANNEXURE-III to this Report.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY
SHARES AND EQUITY SHARES WITH DIFFERENTIAL
RIGHTS

The Company has not issued any Sweat Equity Shares or
Equity Shares with Differential Rights during the financial
year.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT
EXERCISED

No disclosure is required under Section 67 of the
Companies Act, 2013 read with Rule 16(4) of the
Companies (Share Capital and Debentures) Rules, 2014,
in respect of voting rights not exercised directly by the
employees of the Company as the provisions of the said
Section are not applicable.

COST AUDIT

The Company is required to maintain cost records pursuant
to the provisions of Section 148 of the Companies Act read
with Companies (Cost Records and Audit) Rules, 2014, as
amended from time to time. Accordingly, such accounts
and records have been maintained by the Company.

The Company has submitted the Cost Audit Report
for the financial year 2021-22 within the due date. For
the financial year 2022-23 M/s. U. Tiwari & Associates,
Cost Accountants were appointed as the Cost Auditors
for conducting Cost Audit of all applicable units of the
Company.

Further, pursuant to the provisions of Section 148 of the
Companies Act read with the Companies (Cost Records
and Audit) Rules, 2014, as amended from time to time,
the Board of Directors at its meeting held on May 29,
2023 and based on the recommendation of the Audit
Committee, has appointed M/s. U. Tiwari & Associates,
Cost Accountants, as Cost Auditor of the Company for
conducting the Cost Audit for the financial year 2023Â¬
24 on a remuneration of '' 1,00,000/- plus out of pocket
expenses. A Certificate from M/s. U. Tiwari & Associates,
Cost Accountants, has been received to the effect that
their appointment as Cost Auditor of the Company, if
made, would be in accordance with the limits specified
under Section 141 of the Act and Rules framed thereunder.
The remuneration is subject to the ratification of the
members in terms of Section 148 read with Rule 14 of the
Companies (Audit and Auditors) Rules, 2014.

The Company has received consent from M/s. U. Tiwari &
Associates, Cost Accountants, to act as the Cost Auditor
for conducting audit of the cost records for the financial
year 2023-24 along with a certificate confirming their
independence and arm''s length relationship.

INSURANCE

All the insurable interests of your Company including
inventories, buildings, plant and machinery and liabilities
under legislative enactments are adequately insured.

INTERNAL COMPLAINT REGARDING SEXUAL
HARRASSMENT

There were no cases of sexual harassment of woman at

work place. Also, there are no instances of child labour/
forced labour/ involuntary labour and discriminatory
employment during the year.

BOARD COMMITTEES

Details of Audit Committee, Nomination & Remuneration
Committee, Stakeholders'' Relationship Committee,
Corporate Social Responsibility Committee, Risk
Management Committee and Committee of Directors
have been disclosed under Corporate Governance Report.
Further, as per the amended Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("LODR Regulations"
or "LODR") Company has constituted Risk Management
Committee. Details of the same have been disclosed
under Corporate Governance Report.

DETAILS OF RECOMMENDATIONS OF AUDIT
COMMITTEE WHICH WERE NOT ACCEPTED BY THE
BOARD ALONG WITH REASONS

The same is not applicable as the Audit Committee''s
recommendations were accepted and implemented by
the Board.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other
details as required under section 197(12) read with
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed herewith as
ANNEXURE-IV to this report.

A statement comprising the names of top 10 employees
in terms of remuneration drawn is given in this report as
ANNEXURE-IV.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees and investments u/s
186 of the Companies Act, 2013 is annexed herewith as
ANNEXURE-V.

CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSION & ANALYSIS REPORT

As per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Management
Discussion and Analysis Report is part of the Annual
Report and is annexed herewith as ANNEXURE-VI.
A report on Corporate Governance together with
the Auditors'' Certificate regarding the compliance of
conditions of Corporate Governance is also part of the
Annual Report.

MARKET AND FUTURE PROSPECTS

Please refer to Management Discussion & Analysis Report
which forms part of the Annual Report.

(i) Nomination and Remuneration Policy

The Board has, on the recommendation of the
Nomination & Remuneration Committee framed a
policy for selection and appointment of Directors,
Senior Management and their remuneration. The
summary of Remuneration Policy of the Company
prepared in accordance with the provisions of
Section 178 of the Companies Act, 2013 read with
Part D of Schedule II of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are
provided in the Corporate Governance Report. The
Remuneration Policy is uploaded on the website of
the Company at www.gallantt.com

(ii) Corporate Social Responsibility Policy (CSR)

The Board has, on the recommendation of the CSR
Committee, approved the CSR Policy. The Company''s
CSR Policy is available on the Company''s website at
www.gallantt.com and the same is also attached
herewith as ANNEXURE - VII.

As a part of its initiative under the "Corporate
Social Responsibility" (CSR) drive, the Company
has undertaken projects in the area of health,
education and rural development, eradicating
hunger, promoting health care and education. These
projects are in accordance with Schedule VII of the
Companies Act, 2013 and the Company''s CSR policy.
Annual Report on CSR as required under Rule 8 of the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 is also attached herewith as ANNEXURE-
VIII.

(iii) Risk Management Policy

Business Risk Evaluation and Management is an
ongoing process within the Organization. Pursuant
to Section 134(3)(n) of the Companies Act, 2013, the
Board has framed a Risk Management Policy for the
Company. The Company has in place a mechanism to
identify, assess, monitor and mitigate various risks to
key business objectives. Major risks identified by the
business and functions are systematically addressed
through mitigating actions on a continuing basis. At
present the Company has not identified any element
of risk which may threaten the business (or) existence
of the company.

Company has formulated a policy on Risk
Management. The Policy is formulated in compliance
with Regulation 17(9)(b) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
and provisions of the Companies Act, 2013, which

requires the Company to lay down procedures about
risk assessment and risk minimization.

The Risk Management Policy is available on the
Company''s website at www.gallantt.com

(iv) Whistle Blower Policy - Vigil Mechanism

This policy would help to create an environment
wherein individuals feel free and secure to raise
an alarm, whenever any fraudulent activity takes
place or is likely to take place. It will also ensure
that complainant(s) are protected from retribution,
whether within or outside the organization. The
Board has elected Mr. Nitesh Kumar, Company
Secretary as the Whistle Officer under the Vigil
Mechanism Policy.

The details of establishment of the Vigil Mechanism
Policy are displayed on the website of the Company
at www.gallantt.com

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT
REPORT

Mr. Anurag Fatehpuria, Practising Company Secretary,
having office address at 4/B/1, Salkia School Road,
Raghav River View Apartment, Howrah-711106 has been
appointed as Secretarial Auditors of the Company for the
financial year ended March 31,2023. The Secretarial Audit
Report received from the Secretarial Auditors is annexed
to this report marked as ANNEXURE-IX and forms part of
this report.

ANNUAL EVALUATION OF BOARD, COMMITTEES AND
INDIVIDUAL DIRECTORS

During the financial year, formal annual evaluation of the
Board, its committees and individual Directors was carried
out pursuant to the Board Performance Evaluation Policy
of the Company.

The performance of the Board and Committees was
evaluated after seeking inputs from all the Directors
on the basis of the criteria such as Board/Committee
constitutions, frequency of meetings, effectiveness of
processes etc. The performance of individual Directors
(including Independent Directors) was evaluated by
the Board and Nomination & Remuneration Committee
(excluding the Director being evaluated) after seeking
inputs from all Directors on the basis of the criteria such
as thought contribution, business insights and applied
knowledge.

The criteria for the performance evaluation of the Board
of Directors includes aspects such as its composition
and structure, and the effectiveness of its processes,
information flow and functioning. The criteria for the
performance evaluation of individual Directors includes
aspects, such as the Director''s contribution to the Board of
Directors and Committee meetings, including preparation
on the issues to be discussed as well as meaningful and
constructive contribution and inputs during meetings. In
addition, the Chairperson is evaluated on the key aspects
of his role.

The performance of the committees was evaluated
by the board after seeking inputs from the committee
members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings
etc. The Board and the Nomination and Remuneration
Committee reviewed the performance of individual
directors on the basis of criteria such as the contribution
of the individual director to the board and committee
meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in
meetings etc.

A separate meeting of Independent Directors was also
held to review the performance of Managing Director,
performance of the Board as a whole and performance of
the Chairperson of the Company, taking into account the
views of Executive Directors and Non-Executive Directors.

FAMILIARISATION PROGRAMME

Your Company follows a structured orientation and
familiarization programme through various reports/
codes/internal policies for all the Directors with a view to
update them on the Company''s policies and procedures
on a regular basis.

Periodic presentations are made at the Board Meetings on
business and performance, long term strategy, initiatives
and risks involved.

All the board members of the Company are afforded
every opportunity to familiarize themselves with the
Company, its management, its operations and industry
perspective on a regular basis. They are made to interact
with senior management personnel and proactively
provided with relevant news, views and updates on the
Company and sector. All the information/documents
sought by them is/are also shared with them for enabling
a good understanding of the Company, its various
operations and the industry. The Directors were apprised
on key aspects of operations and market trend and the
Company''s performance and its future projects. The
details of programmes for familiarisation for Independent
Directors are posted on the website of the Company at
www.gallantt.com

Your Company has adopted a Code of Conduct
for members of the Board (incorporating duties of
Independent Directors) and the Senior Management. The
Code aims at ensuring consistent standards of conduct
and ethical business practices across the Company. Your
Company has received confirmations from all concerned
regarding their adherence to the said Code.

Pursuant to Regulation 17(5) of the SEBI LODR Regulations,
2015, Mr. Mayank Agrawal, Chief Executive Officer has
confirmed compliance with the Code by all members of
the Board and the Senior Management.

The full text of the Code is hosted on the Company''s
website at www.gallantt.com

CODE OF CONDUCT FOR PROHIBITION OF INSIDER
TRADING

Your Company has adopted a Code of Conduct for
Prevention of Insider Trading and Code of Practices and
procedures for Fair Disclosure of Unpublished Price
Sensitive Information (hereinafter referred to as the"Code
of Conduct" as per SEBI (Prohibition of Insider Trading)
Regulations, 2015. All Directors, Designated Employees
who could have access to the Unpublished Price Sensitive
Information of the Company are governed by the Code.
During the year under review, there has been due
compliance with SEBI (Prohibition of Insider Trading)
Regulations, 2015. The full text of the Code is hosted on
the Company''s website at www.gallantt.com

NUMBER OF MEETINGS OF BOARD AND AUDIT
COMMITTEE HELD DURING THE YEAR 2022-2023

Seven (7) meetings of the Board of Directors of the
Company were conducted during the financial year and
also Seven (7) meetings of the Audit Committee of the
Board of Directors were conducted during the financial
year. The details of board/committee/shareholders
meetings are provided under the Corporate Governance
Report which forms part of the Annual Report.

AUDIT COMMITTEE

The Audit committee of the Company as on the date of
this report is constituted of following Directors:

Names	Designation	Category
Mr. Ashtbhuja Prasad Srivastava	Chairperson	Independent
Mr. Jyotirindra Nath Dey	Member	Independent
Mr. Nitin Mahavir Prasad Kandoi*	Member	Executive

* Mr. Nitin Mahavir Prasad Kandoi, Non-Executive
Director has been appointed as a Whole-time Director
of the Company w.e.f. June 01, 2022. Hence, he has been
categorised as an Executive Director.

Constitution of the Audit Committee is in compliance
with requisite provisions of the Companies Act, 2013 and
rules made thereunder, SEBI LODR Regulations, 2015 and
all other applicable laws, rules and regulations.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the
Company as on the date of this report is constituted of
following Directors:

Names	Designation	Category
Mr. Udit Agarwal*	Chairperson	Independent
Mrs. Nishi Agrawal	Member	Independent
Mr. Jyotirindra Nath Dey	Member	Independent

*Mr. Udit Agarwal, Independent Director of the Company
has been inducted as a Chairperson of the Stakeholders
Relationship Committee w.e.f. June 10, 2022

Constitution of the Stakeholder Relationship is in
compliance with requisite provisions of the Companies
Act, 2013 and rules made thereunder, SEBI LODR
Regulations, 2015 and all other applicable laws, rules and
regulations.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the
Company as on the date of this report is constituted of
following Directors:
*Mr. Udit Agarwal, Independent Director of the Company
has been inducted as a Member of the Nomination and
Remuneration Committee w.e.f. June 10, 2022

Constitution of the Nomination and Remuneration
Committee is in compliance with requisite provisions of
the Companies Act, 2013 and rules made thereunder,
SEBI LODR Regulations, 2015 and all other applicable
laws, rules and regulations.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee of the
Company as on the date of this report is constituted of
following Directors:

Names	Designation	Category
Mr. Jyotirindra Nath Dey	Chairperson	Independent
Mr. Chandra Prakash	Member	Executive
Agrawal
Mr. Dinesh R. Agarwal	Member	Executive

Constitution of the Corporate Social Responsibility
Committee is in compliance with requisite provisions of
the Companies Act, 2013 and rules made thereunder,
SEBI LODR Regulations, 2015 and all other applicable
laws, rules and regulations.

RISK MANAGEMENT COMMITTEE

In compliance with the requirements of Regulation 21 of
the SEBI LODR Regulations, 2015, Board of Directors of
the Company, at its meeting held on June 29, 2021, has
constituted the Risk Management Committee with the
following Directors:

Names	Designation	Category
Mr. Jyotirindra Nath Dey	Chairperson	Independent
Mr. Nitin Mahavir Prasad Kandoi*	Member	Executive
Mrs. Nishi Agrawal	Member	Independent

* Mr. Nitin Mahavir Prasad Kandoi, Non-Executive
Director has been appointed as a Whole-time Director
of the Company w.e.f. June 01, 2022. Hence, he has been
categorised as an Executive Director.

COMMITTEE OF DIRECTORS

At their meeting held on June 29, 2020, the Board of
Directors has constituted a Committee of Directors
with nomenclature of "Committee of Directors". The
Committee of Directors has the following composition of
members as on the date of this report and is constituted
of following Directors:

Names	Designation	Category
Mr. Chandra Prakash Agrawal	Chairperson	Executive
Mr. Dinesh R. Agarwal	Member	Executive
Mr. Nitin Mahavir Prasad Kandoi*	Member	Executive

REPORT ON PERFORMANCE AND FINANCIAL
POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES

Pursuant to the provisions of Section 129(3) of the Act,

a statement containing performance & salient features
of the financial statements of Company''s associate
Companies in Form AOC-1 is required to be attached.
Erstwhile Gallantt Ispat Limited was ''Associate'' of the
Company which was amalgamated with the Company vide
Orders of the Honorable National Company Law Tribunal,
Kolkata Bench and Honourable National Company Law
Tribunal, New Delhi Bench dated September 22, 2021 and
May 20, 2022 respectively.

Further, in accordance with Sections 179, 186 and other
applicable provisions of the Companies Act, 2013,
the Company has, on May 10, 2022, acquired entire
shareholding of M/s. Gallantt Metalliks Limited with an
investment of '' 18,00,000/- (Rupees Eighteen Lacs only)
and thereby M/s. Gallantt Metalliks Limited became a
Wholly Owned Subsidiary of the Company. However,
on February 13, 2023 Gallantt Metalliks Limited got
disassociated with the Company as Company has sold its
entire shareholding.

Therefore, Company has prepared standalone financial
statements as consolidated financial statements are not
required to be prepared and Form AOC-1 is not required
to prepared and attached.

COMPANIES WHICH HAVE BECOME OR CEASED TO
BE COMPANY''S SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE YEAR

As on March 31, 2023 the Company did not have any
subsidiary or joint ventures. However, on May 10, 2022
Company has acquired the entire shareholding of M/s.
Gallantt Metalliks Limited by investing '' 18,00,000/-
(Rupees Eighteen Lacs only) so as to make M/s. Gallantt
Metalliks Limited as a Wholly Owned Subsidiary of the
Company, but the same got disassociated from the
company w.e.f. February 13, 2023.

In terms of the Regulation 46(2)(h) of the SEBI LODR
Regulations, 2015, the policy for determining material
subsidiaries is placed on the website of the Company
at www.gallantt.com under Investors Corner of Gallantt
Ispat Limited.

Erstwhile Gallantt Ispat Limited (Transferor Company) was
an Associate of the Company which was amalgamated
with the Company vide Order dated September 22, 2021
and May 20, 2022 passed by Honorable National Company
Law Tribunal, Kolkata Bench and Honorable National
Company Law Tribunal, New Delhi Bench respectively.
Hence, consequent upon the said amalgamation,
Erstwhile Gallantt Ispat Limited (Transferor Company)
ceased to exist as an Associate.

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

There are no significant material orders passed by the
Regulators or Courts or Tribunal which would impact
the going concern status of the Company and its future
operations. However, Members attention is drawn to the
statement on contingent liabilities, commitments in the
notes forming part of the Financial Statements.

However, as enumerated above, Erstwhile Gallantt Ispat
Limited, Associate together with other Companies have
been amalgamated with the Company vide orders passed
by the Honorable NCLTs.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to
establish a vigil mechanism for Directors and employees
of the Company to report concerns about unethical
behaviour, actual or suspected fraud or violation of the
Company''s code of conduct or ethics policy. The Whistle
Blower Policy is available on the website of the Company.

The details of establishment of the Vigil Mechanism Policy
is displayed on the website of the Company at www.
gallantt.com

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social
Responsibility Committee and has framed a Corporate
Social Responsibility Policy and identified Healthcare,
Children''s education, as some of the key areas. The
Company will continue to support social projects that are
consistent with the policy.

Corporate Social Responsibility Committee of the
Company is constituted of:

Mr. Jyotirindra Nath Dey, Chairman

Mr. Chandra Prakash Agrawal and

Mr. Dinesh R. Agarwal

KEY MANAGERIAL PERSONNEL

The following are the whole-time key managerial
personnel of the Company:

Sr. No.	Names	Designation
1.	Mr. Chandra Prakash	Chairman and
	Agrawal	Managing Director
2.	Mr. Dinesh R. Agarwal	Whole-time Director
3.	Mr. Prashant Jalan	Whole-time Director

4.	Mr. Sandip Kumar Agarwal	Chief Financial Officer
5.	Mr. Mayank Agrawal*	Chief Executive Officer
6.	Mr. Nitesh Kumar*	Company Secretary

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Ind - AS on consolidated financial
statements read with the SEBI LODR Regulations 2015,
the Consolidated Audited Financial Statements and
Consolidated Cash Flow Statement for the year ended
March 31, 2023 are not required to be provided in
the Annual Report as the Company has no subsidiary,
associate or joint venture. Gallantt Ispat Limited
(Transferor Company), erstwhile associate of the Company
amalgamated with the Company and Gallantt Metalliks
Limited, Wholly Owned Subsidiary of the Company also
got disassociated during the year.

Pursuant to Section 136 of the Act, the financial statements
of the subsidiary and Associate Companies are kept for
inspection by the shareholders at the Registered Office
of the Company. The Company shall provide free of cost,
the copy of the financial statements of its subsidiary
and associate companies to the shareholders upon their
request.

ASSOCIATE COMPANY

Erstwhile Gallantt Ispat Limited was an Associate of
the Company. However, Gallantt Ispat Limited has
amalgamated with the Company vide orders of the
Honorable NCLT, New Delhi Bench dated May 20, 2022.

SUBSIDIARY COMPANY & MATERIAL SUBSIDIARY

Company has neither subsidiary company nor material
subsidiary as on March 31, 2023. However, on May 10,
2022 Company has acquired the entire shareholding of
M/s. Gallantt Metalliks Limited by investing '' 18,00,000/-
(Rupees Eighteen Lakhs only) so as to make M/s. Gallantt
Metalliks Limited a Wholly Owned Subsidiary of the
Company, but the same got disassociated from the
Company w.e.f. February 13, 2023.

The Board of Directors of the Company had adopted a
Policy for determining material subsidiary company in
line with the SEBI LODR Regulations, 2015. The Policy is

uploaded on the Company''s website at www.gallantt.
com. Presently there is no material subsidiary company.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Act, the
details forming part of the extract of the Annual Return in
Form MGT-9 is annexed herewith as ANNEXURE- X.

RISK MANAGEMENT

operating framework. Your Company believes that
managing risks helps in maximizing returns. The
Company''s approach to addressing business risks is
comprehensive and includes periodic review of such
risks and a framework for mitigating controls and
reporting mechanism of such risks. The risk management
framework is reviewed periodically by the Board and the
Audit Committee. Some of the risks that the Company is
exposed to are:

Risk management is embedded in your Company''s

Key Risk	Impact to Gallantt Ispat Limited	Mitigation Plan
Commodity Price Risk	Risk of price fluctuation on basic raw materials like Iron Ore, Coal, Chemicals, Scraps as well as finished goods used in the process of manufacturing.	The Company commands excellent business relationship with the business associates. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Also, by focusing on new value added products helps in lowering the impact of price fluctuation in finished goods.
Uncertain global economic environment - slow growth in global economy	Impact on raw materials which are imported.	We have internal procedure to mitigate the global adverse impact.
Interest Rate Risk	Any increase in interest rate can affect the finance cost.	Any increase in interest rate can affect the finance cost. Dependence on debt is very minimum and we have surplus funds cushion to settle the entire debt in case the need arises. Further, the Company has repaid the Term Loan in full.
Foreign Exchange Risk	Your Company does not have export sales. However, Company imports raw materials from countries outside India. Any volatility in the currency market can impact the overall profitability.	The Company commands excellent business relationship with the sellers and suppliers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways.
Human Resources Risk	Your Company''s ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and non-availability of the required talent resource can affect the overall performance of the Company.	By continuously benchmarking the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. Also, recruitment is across almost all States of India which helps to mitigate this risk and we do not anticipate any major issue for the coming five years.

Key Risk	Impact to Gallantt Ispat Limited	Mitigation Plan
Competition Risk	Your Company is always exposed to competition risk from Steel and Agro Manufacturers across the region. The increase in competition can create pressure on margins, market share etc.	By giving continuous efforts to enhance the brand image of the Company, quality, Cost, timely delivery and customer service.
Compliance Risk - Increasing Regulatory Requirements	Any default can attract penal provisions	By regularly monitoring and reviewing the changes in regulatory framework. By monitoring of compliance through legal compliance management tools and regular internal audit and secretarial audit.
Industrial Safety, Employee Health and Safety Risk	The Steel Industry is labour intensive and are exposed to accidents, health and injury risk due to machinery breakdown, human negligence etc.	By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee.
Cyber Security Risk	With the growing instances of cyber attacks, data security has become a challenge.	Confidential information has been enhanced by implementing best-in-class firewalls. The Company is aware about the current elevated levels of cybersecurity risks across the globe. All critical IT servers are protected with best-in-class firewalls which are monitored and updated regularly. All access to critical IT servers, including SAP ERP, for those working remotely, are allowed through security authentication tunnel. Necessary update patches and security policies are pushed over the internet to all computers of the Company on a daily basis, even if the user is at home or away from office. Deviations and alerts are monitored closely and corrective/preventive actions are implemented as per need. The Risk Management Committee looks into the monitoring and reviewing of the risk management plan and such other functions, as it may deem fit and such function specifically covers cyber security.

UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND AND SHARE APPLICATION MONEY

Following amount of Unpaid Dividend has not been claimed and paid till 31.03.2023

Nature of Money	Relevant Financial Year	Bank Account Details	Amount Lying (In '')
Final Dividend for 2018	2017-18	IDBI Bank Account No. 1526103000000578	74,096.00
Final Dividend for 2019	2018-19	IDBI Bank Account No. 1526103000000897	50,676.25

Members who have not so far encashed their Dividend
Warrants for the financial years ended 31st March,
2018 and 2019 are requested to approach immediately
the Registrars for revalidation of unclaimed Dividend
Warrants. The details of unclaimed dividend are available
on the Company''s corporate website www.gallantt.com
and also uploaded on the website of IEPF viz. www.iepf.
gov.in

Since, erstwhile Gallantt Ispat Limited has now
amalgamated with Gallantt Metal Limited (now name

changed to Gallantt Ispat Limited) all details of unpaid and
unclaimed dividend amount and compulsory transfer of
Equity Shares and Dividend amount lying unclaimed for
7 consecutive years to Investor Education and Protection
Fund (IEPF) shall be maintained and looked after by the
Company.

Following amount of Unpaid Dividend of erstwhile
Gallantt Ispat Limited which has not been claimed and
paid till 31.03.2023 is as follows -

Nature of Money	Relevant Financial Year	Bank Account Details	Amount Lying (In '')
Interim Dividend for 2016¹	2015-16	ICICI Bank Account No. 001105026007	2269.00
Final Dividend for 2017	2016-17	IDBI Bank Account No. 1526103000000347	12,740.50
Final Dividend for 2018	2017-18	IDBI Bank Account No. 1526103000000569	21,038.00
Interim Dividend for 2018Â¬ 19	2018-19	IDBI Bank Account No. 1526103000000666	23,638.25

been uploaded on the website of IEPF as well as the
Company.

BOARD OF DIRECTORS AND SENIOR EXECUTIVE

The Board comprises of Eight Directors of which four are
Independent. In terms of Section 152 of the Companies
Act, 2013, Mr. Prashant Jalan (DIN: 06619739), liable to
retire by rotation at the ensuing Annual General Meeting
is eligible for re-election.

Mr. Ashtbhuja Prasad Srivastava (DIN: 08434115), Mrs.
Nishi Agrawal (DIN: 08441260) Mr. Jyotirindra Nath Dey
(DIN: 00180925) and Mr. Udit Agarwal (DIN: 07036864) are
Independent Directors of the Company.

The Policy on Directors'' appointment and remuneration,
including the criteria for determining the qualifications,
positive attributes and independence of Directors forms
a part of the Corporate Governance Section of the Annual
Report.

Presently, Company has an optimum combination of
Executive and Non-Executive (Independent) Directors on
the Board of the Company.

Independent Directors are appointed for five consecutive
years and are not liable to retire by rotation in terms of
Sections 149, 152, Schedule IV and other applicable
provisions, if any, of the Companies Act, 2013 read with
Companies (Appointment and Qualification of Directors)
Rules, 2014. Mr. Mayank Agrawal has been appointed as
the Chief Executive Officer of the Company with effect
from August 10, 2022 in accordance with provisions of
the Companies Act, 2013. Mr. Sandip Kumar Agarwal is
Chief Financial Officer and is inter alia looking after the
core finance function of the Company. Mr. Nitesh Kumar
is working in the capacity of Company Secretary and
Compliance Officer.

None of the Directors of your Company is disqualified
under the provisions of Section 164(2)(a) & (b) of the
Companies Act, 2013 and a certificate dated May 29,
2023 received from Company Secretary in Practice
certifying that none of the directors on the board of the
Company have been debarred or disqualified from being
appointed or continuing as directors of the Companies by
SEBI/Ministry of Corporate Affairs or any such statutory
authority is annexed to the Corporate Governance Report.

All Independent Directors have given declarations that
they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and
Regulation 16 (b) of SEBI LODR Regulations, 2015. Further,
Independent Director shall get themselves registered
with the Independent Directors'' Databank as per the
Companies (Appointment and Qualification of Directors)
Fifth Amendment Rules, 2019.

KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended March
31, 2023, are provided in the Management Discussion
and Analysis Report given in "Annexure - VI", which is
annexed hereto and forms a part of the Board''s Report.

GREEN INITIATIVES

As a responsible corporate citizen, the Company
supports the ''Green Initiative'' undertaken by the Ministry
of Corporate Affairs, Government of India, enabling
electronic delivery of documents including the Annual
Report etc. to shareholders at their e-mail addressess
previously registered with the DPs and RTAs.

To support the ''Green Initiative, Members who have not
registered their email addresses are requested to register
the same with the Company''s Registrar and Share Transfer
Agent/Depositories for receiving all communications,
including Annual Report, Notices, Circulars, etc., from the
Company electronically. Pursuant to the MCA Circulars
and SEBI Circulars, notice of the 19th AGM and the Annual
Report of the Company for the financial year ended
March 31, 2023 including therein the Audited Financial

Statements for the year 2022-2023, the aforementioned
documents are being sent only by email to the Members.

KEY MANAGERIAL PERSONNEL (KMP) WHO WERE
APPOINTED OR HAVE RESIGNED DURING THE YEAR

During the financial year 2022-23, Mr. Arnab Banerji
resigned from the post of Company Secretary and
Compliance Officer on August 10, 2022 of the Company
and Mr. Nitesh Kumar was appointed as Company
Secretary and Compliance Officer of the Company w.e.f.
August 10, 2022. Mr. Mayank Agrawal has been appointed
as the Chief Executive Officer of the Company w.e.f.
August 10, 2022. Furthermore, Mr. Nitin Mahavir Prasad
Kandoi, Non-Executive Director of the Company has been
appointed as a Whole-time Director of the Company w.e.f.
June 01, 2022.

TRANSFER TO RESERVES

Your Directors has not transferred any amount standing
in retained earnings to the General Reserve.

RELATED PARTY TRANSACTIONS

The details of Related Party Transactions during the
Financial Year ending March 31, 2023, being arm''s
length transactions have been reported in the financial
statements and forms part of this report. The Audit
Committee and the Board of Directors of the Company
have formulated the Policy on dealing with RPTs and a
Policy on materiality of RPTs which is uploaded on the
website of the Company and can be accessed through
the website of the Company www.gallantt.com under the
Investors Corner of Gallantt Ispat Limited.

All transactions entered with Related Parties for the
year under review were on arm''s length basis and in the
ordinary course of business and that the provisions of
Section 188 of the Companies Act, 2013 and the Rules
made thereunder are not attracted. Thus, disclosure in
form AOC-2 in terms of Section 134 of the Companies Act,
2013 is not required. Further, there are no material related
party transactions during the year under review with the
Promoters, Directors or Key Managerial Personnel. The
Company has developed a framework through Standard
Operating Procedures for the purpose of identification
and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Audit
Committee as also to the Board for approval. Omnibus
approval was obtained on a yearly basis for transactions
which are of repetitive nature. Transactions entered into
pursuant to omnibus approval are audited by the Audit
Committee and a statement giving details of all Related
Party Transactions are placed before the Audit Committee
and the Board for review and approval on a quarterly
basis.

The policy on Related Party Transactions as approved by
the Board of Directors has been uploaded on the website
of the Company viz. www.gallantt.com. None of the
Directors has any pecuniary relationship or transactions
vis-a-vis the Company.

PERSONNEL, INDUSTRIAL RELATIONS AND
MARKETING

The Company''s HR philosophy is to establish and build a
high performing organization, where each individual is
motivated to perform to the fullest capacity: to contribute
to developing and achieving individual excellence and
departmental objectives and continuously improve
performance to realize the full potential of our personnel.
Industrial relations have remained harmonious
throughout the year.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the
Independent Directors confirming that they meet
the criteria of independence as prescribed under
the provisions of Companies Act, 2013 read with the
Schedules and Rules issued thereunder as well as
Securities & Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

AWARD AND RECOGNITIONS

During the year and during previous years Company/
Management has received following awards, accolades
and reconciliation:

During previous years:

â¢ Udyami Samman 2011: Awarded by Zee Media
House and was presented by Shri Prakash Jaiswal,
Hon''ble Coal Minister, Government of India.

â¢ Udyami Samman 2013: Awarded by Sahara Samay
Media House and was presented by Shri Akhilesh
Yadav, Hon''ble Chief Minister of Uttar Pradesh.

â¢ Promoter of Gallantt Group Mr. Chandra Prakash
Agrawal & family has been listed on India''s Super
Rich List at 188th position in 2014 by the Business
World Magazine.

â¢ Gems of Purvanchal: Jagran Coffee Table Book
has given a place to our promoter Shri. C.P. Agrawal
by stating "MAKING A MARK WITH BUSINESS IN
STEEL".

â¢ Shri Yogi Adityanath Maharaj Ji, Hon''ble Chief
Minister of Uttar Pradesh, honoured the company
for ''Entrepreneur of the region'' during Gorakhpur
Mahotsav 2018.

â¢ The top challengers Award 2018: awarded by
the Construction World Magazine, a world-famous
magazine.

â¢ The Gallantt Men: Steel 360, a renowned magazine
of steel industry felicitated the group and its
promoters in its cover story May, 2018.

â¢ Ranked at 6th position among the top 10 mid-size
rebar producers in India by Steel 360 magazine in
August, 2018 edition.

â¢ Listed "200 BEST UNDER A BILLION COMPANIES"

in Forbes Asia Magazine, July/August 2019 edition.

â¢ Our Chairman and Managing Director, Shri Chandra
Prakash Agrawal ji was felicitated with memento for
his significant and imperishable contributions to the
Industrial development in the State, by Shri Yogi
Adityanath Maharaj ji, Hon''ble Chief Minister of
Uttar Pradesh, on the eve of U.P. Diwas Mahotsav, in
January, 2020.

â¢ Industry outlook Magazine recognised Gallantt
under "TOP 10TMT IRON & STEEL MANUFACTURES
2021".

During the year:

â¢ North India Best Employer Brand: Awarded by
Employer Branding Institute.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments
affecting the financial position of the Company since the
close of financial year i.e. since March 31, 2023 till the
date of this Report. Further, it is hereby confirmed that
there has been no change in the nature of business of
the Company. However, after approval of the Scheme
of Amalgamation as above all the assets and liabilities
of the Transferor Companies are to be transferred to the
Company.

Significant and material orders passed by the regulators /
courts / tribunals impacting the going concern status and
the Company''s operations in future.

As such there is no significant and material order by the
regulator/court/tribunals impacting the going concern
status and the Company''s operation in future.

GENERAL

a) Your Company has not issued equity shares with
differential rights as to dividend, voting or otherwise;
and

b) Your Company does not have any ESOP scheme for
its employees/Directors.

INTERNAL FINANCIAL CONTROLS

The Company has an adequate system of internal controls
in place. It has documented policies and procedures
covering all financial and operating functions. These
controls have been designed to provide a reasonable
assurance with regard to maintaining of proper
accounting controls for ensuring reliability of financial
reporting, monitoring of operations, and protecting
assets from unauthorized use or losses, compliances with
regulations.

The Company has continued its efforts to align all its
processes and controls with global best practices.

The framework on Internal Financial Controls over
Financial Reporting has been reviewed by the internal
and external auditors. The Company''s internal financial
controls were operating effectively based on the internal
control criteria established by the Company considering
the essential components of internal control stated
in the guidance note on audit of internal control over
financial reporting issued by the Institute of Chartered
Accountants of India.

The Audit Committee of the Board of Directors actively
reviews the adequacy and effectiveness of internal
control systems and suggests improvements wherever
needed to strengthen the same. The Audit Committee
evaluated the internal financial controls based on the
following criteria:

1. Systems have been laid to ensure that all transactions
are executed in accordance with management''s
general and specific authorisation. There are well-laid
manuals for such general or specific authorisation.

2. Systems and procedures exist to ensure that all
transactions are recorded as necessary to permit
preparation of financial statements in conformity
with generally accepted accounting principles or
any other criteria applicable to such statements, and
to maintain accountability for aspects and the timely
preparation of reliable financial information.

3. Access to assets is permitted only in accordance with
management''s general and specific authorisation.
No assets of the Company are allowed to be used for
personal purposes, except in accordance with terms
of employment or except as specifically permitted.

4. The existing assets of the Company are verified /
checked at reasonable intervals and appropriate
action is taken with respect to any differences, if any.

5. Proper systems are in place for prevention and
detection of frauds and errors and for ensuring
adherence to the Company''s policies.

A report on the internal financial controls under clause
(i) of sub-section 3 of Section 143 of the Companies
Act, 2013 issued by M/s. Maroti & Associates, Chartered
Accountants, Statutory Auditors of the Company is
attached with their Independent Auditor''s Report and the
same is self-explanatory.

Effective steps are taken by the Management to enable
continuous monitoring of lead control indicators
and action taken towards correcting identified gaps.
Respective functions have been trained and equipped
to enable continuous monitoring of exceptions by
themselves to reduce surprises and enable corrective
action on timely and regular basis.

Your Company has a robust financial closure selfÂ¬
certification mechanism wherein the line managers certify
adherence to various accounting policies, accounting
hygiene and accuracy of provisions and other estimates.

PARTICULARS OF LOANS/ADVANCES/INVESTMENTS
AS REQUIRED UNDER SCHEDULE V OF THE LISTING
REGULATIONS

The details of related party disclosures with respect
to loans/advances/investments at the year end and
maximum outstanding amount thereof during the year
as required under Part A of Schedule V of the Listing
Regulations have been provided in the notes to the
Financial Statements of the Company.

FRAUD REPORTING

There have been no frauds reported by the Auditors of the
Company to the Audit Committee or the Board of Directors
under sub-section (12) of section 143 of the Companies
Act, 2013 during the financial year. However, Audit Team
of the Company has reported a misappropriation of ''
44.00 Lakhs (approx.) as described hereinabove.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of
environmentally clean and safe operations.The Company''s
policy requires conduct of operations in such a manner
so as to ensure safety of all concerned, compliances of
environmental regulations and preservation of natural
resources.

TRANSFER OF SHARES COMPULSORILY IN DEMAT
MODE

As per amended Regulation 40(1) of the SEBI LODR
Regulations, 2015 amended vide SEBI Notification No.
SEBI/LADNRO/GN/2018/24 dated June 2018, effective
from December 5, 2018; securities of the listed companies
can be transferred (except in case of transmission or
transposition) only in the dematerialized form.

In case any of the Shareholders have any queries or need any assistance in this regard, please contact;

GALLANTT ISPAT LIMITED	Registrar & Share Transfer Agent
Regd Office Address:	Niche Technologies Private Limited
"GALLANTT HOUSE'',	7th Floor, Room, No. 7A & 7B, 3A, Auckland Rd, Elgin,
I-7, Jangpura Extension, New Delhi - 110014	Kolkata, West Bengal - 700017.
Telefax: 011-45048767	Tel.: (033) 2280 6616 / 17 / 18
Email-Id: [email protected]	Email id: [email protected]
Website: www.gallantt.com	Website: www.nichetechpl.com
Corporate Office Address:
1, Crooked Lane, Second Floor,
Room Nos. 222 & 223,
Kolkata - 700069. W.B.
Telefax: 011-46004831
Email Id: [email protected]
Website: www.gallantt.com

POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

Procedure for Nomination and Appointment of
Directors:

The Nomination and Remuneration Committee (NRC)
has been mandated to oversee and develop competency
requirements for the Board based on the industry
requirements and business strategy of the Company.
The NRC reviews and evaluates the resumes of potential
candidates for appointment of Directors and meets them
prior to making recommendations of their nomination
to the Board. Specific requirements for the position,
including expert knowledge expected, are communicated
to the appointee.

On the recommendation of the NRC, the Board has
adopted and framed a Remuneration Policy for the
Directors, Key Managerial Personnel and other employees
pursuant to the provisions of the Act and the Listing
Regulations. The remuneration determined for Executive/
Independent Directors is subject to the recommendation
of the Nomination and Remuneration Committee and
approval of the Board of Directors. The Non-Executive
Independent Directors are compensated by way of
sitting fees for attending meetings of the Board and its
Committees. The Executive Directors are not paid sitting
fees.

It is affirmed that the remuneration paid to Directors,
Key Managerial Personnel and all other employees
is in accordance with the Remuneration Policy of
the Company. The Company''s Policy on Directors''
Appointment and Remuneration and other matters
provided in Section 178(3) of the Act and Regulation 19
of the Listing Regulations have been disclosed in the
Corporate Governance Report, which forms part of the

EMPLOYEES WELFARE

The Company continues to focus on welfare and
improving the quality of lives of its employees by
providing educational assistance to their children,
employee wellness sessions, periodic occupational
health checks, spiritual peace by yoga classes, creche and
child care facilities, transport facilities to employees at
subsidized rate or at no charge.

AMALGAMATION OF COMPANIES

Vide the orders of the National Company Law Tribunal,
Kolkata Bench and National Company Law Tribunal,
New Delhi Bench dated September 22, 2021 and May
20, 2022 respectively, the Scheme of Amalgamation
and Slump Sale got approved which was providing for
the Amalgamation of Gallantt Ispat Limited (Transferor
Company No. 1 or GIL), AAR Commercial Company Limited
(Transferor Company No. 2 or AAR), Hipoline Commerce
Private Limited (Transferor Company No. 3 or HIPOLINE),
Lexi Exports Private Limited (Transferor Company No.
4 or LEXI) and Richie Credit and Finance Private Limited
(Transferor Company No. 5 or RICHIE) (together referred
to as the "Transferor Companies") with Gallantt Metal
Limited ("Transferee Company" or "GML") and for the
Slump Sale of 18 MW Power Plant Undertakings of
Gallantt Ispat Limited to the Transferee Company and
their respective shareholders and Creditors (''''Scheme")
under Section 230 to 232 and other applicable provisions
of the Companies Act, 2013.

On receipt of the Orders as above and pursuant to the
Scheme 6,54,96,896 equity shares held by Transferor
Companies with Gallantt Metal Limited (Now known
as Gallantt Ispat Limited) (Transferee Company) stands

cancelled. Further, the Board of Directors of the Company
have allotted 22,54,55,517 (Twenty-Two Crores Fifty-Four
Lakhs Fifty-Five Thousand Five Hundred and Seventeen)
fully paid-up equity shares of face value of '' 10/- each
of the Company to the eligible shareholders of the
Transferor Companies as per the Record Date fixed on
June 7, 2022. Further, the newly allotted shares are got
listed with the Stock Exchanges viz. BSE Limited, National
Stock Exchange of India Limited.

OTHER DISCLOSURES

â¢ The Managing Director of the Company has not
received any remuneration or commission from any
of the subsidiary companies;

â¢ None of the Auditors of the Company have reported
any fraud as specified under the second provision
of Section 143 (12) of the Companies Act, 2013
(including any statutory modification(s) or reÂ¬
enactment (s) thereof for the time being in force);

â¢ The Company does not have any scheme or provision
of money for the purchase of its own shares by
employees/ Directors or by trustees for the benefit
of employees/ Directors; and

â¢ The Company has not issued equity shares with
differential rights as to dividend, voting or otherwise.

â¢ In the preparation of financial statements, no
treatment different from that prescribed in an
Accounting Standard has been followed.

â¢ No proceedings are pending against the Company
under the Insolvency and Bankruptcy Code, 2016.

â¢ The Company serviced all the debts & financial
commitments as and when they became due and no
settlements were entered into with the bankers.

BOARD EVALUATION

The Company has devised a formal process for annual
evaluation of performance of the Board, its Committees
and Individual Directors ("Performance Evaluation")
which include criteria for performance evaluation of nonÂ¬
executive directors and executive directors as laid down
by the Nomination and Remuneration Committee and
the Board of Directors of the Company. It covers the areas
relevant to the functioning as Independent Directors or
other directors, member of the Board or Committee of
the Board. The Independent Directors carried out annual
performance evaluation of the Chairman and Executive
Directors. The Board carried out annual performance
evaluation of its own performance. The performance
of each Committee was evaluated by the Board, based
on report on evaluation received from respective
Committees. A consolidated report was shared with the
Chairman of the Board for his review and giving feedback
to each Director.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the
Ministry of Steel, the various State Governments, Central
Government for their support and guidance.Your Directors
also thank Ministry of Corporate Affairs, SEBI, BSE Limited,
National Stock Exchange of India Limited, Depositories,
Regulators, Financial Institutions and Banks, Credit Rating
Agencies, Stakeholders, Suppliers, Contractors, Vendors
and business associates for their continuous support.
The Company also looks forward to their support in
future. Also, your Directors convey their appreciation to
the employees at all levels for their enormous personal
efforts as well as collective contribution to the Company''s
growth.

On behalf of the Board

Place: Gorakhpur C. P. Agrawal

Date: May 29, 2023 Chairman

Mar 31, 2018

DIRECTORS'' REPORT

TO THE MEMBERS

The Directors have pleasure in presenting the 14th Annual Report of the Company and the Annual Accounts for the year ended 31st March, 2018.

CORPORATE OVERVIEW

Gallantt Metal Limited ("Your Company" or "The Company") is a leading Iron and Steel manufacturing Company in Gujarat. The Company has its Registered Office at Kolkata and Factory at Samakhyali, Kutch, Gujarat.

WORKING RESULTS (Rs, in Lacs)

	Standalone		Consolidated
Financial Results	2018	2017	2018	2017
Income from operation	84,558.04	69,319.96	84,558.04	69,319.96
Other Operating Income	476.23	124.72	476.23	124.72
Finance Cost	656.16	628.27	656.16	628.27
Depreciation (including amortization)	1,496.96	1,685.09	1,496.96	1,685.09
Profit Before Tax	6,933.53	2,977.80	6,933.53	2,977.80
Tax Expenses (including Deferred Tax)	2,000.24	313.63	2,000.24	313.63
Profit After Tax	4,933.29	2,664.17	4,933.29	2,664.17

industry growth primarily on account of increase in sales volumes and improved cost efficiencies. Net Profit stood at Rs, 4,933.29 Lacs. Earnings per Share (EPS) stood at Rs, 6.07 (standalone) and Rs, 7.71 (consolidated) for the Financial Year ended March 31, 2018. There is no change in the nature of the business of the Company. Disclosure of financial statement of subsidiaries and associate company has been provided in the prescribed format as a part of this Report. There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company''s operations in future. Factory had been working efficiently during the year. Safety measures and processes have been installed and improved upon at the plants and work sites.

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

Yours Directors are pleased to report a good performance of the Company in terms of both financial and operational performance.

DIVIDEND

During the year, your Directors recommended a Dividend of Re. 0.25 (Paise Twenty Five only) per Equity Share on 8,13,22,324 Equity Shares of Rs, 10 /- each i.e. 2.5% on each Equity Share of the company, total outgo on account of dividend shall be Rs, 2,03,30,581 subject to tax.

FINANCIAL ACCOUNTING AND ADOPTION OF IND AS

The Ministry of Corporate Affairs (MCA) has noticed phase- wise road map for the adoption of Indian Accounting Standard ("Ind AS"), converged with International Financial Reporting Standards (IFRS), vide its notification dated 16 February, 2015, announcing the Companies (Indian Accounting Standards) Rules, 2015 as amended by Indian Accounting Standards ("Ind AS") Rules 2016 and 2017 for application of the Ind AS. Accordingly, your Company has adopted Ind AS with effect from the FY 2017-18 (along with comparative for the FY 2016-17), which is covered under Phase-II, based on net worth criteria. Your Company maintains highest Standards of Corporate Governance and recognizes that Financial Statements are important source of information for the Shareholders and other Stakeholders.

The Financial Statements for the FY 2017-18 are the First Financial Statements with comparatives prepared under Ind AS. Notes to Standalone Financial Statements provide further explanation on the transition to Ind AS.

BUSINESS OPERATION AND PERFORMANCE REVIEW

During the year Revenue from Operations stood at Rs, 84,558.04 Lacs. FY17-18 has been a growing and remarkable year with respect to our top line and margins. Revenue from operations grew by 21.98% on year to year basis (standalone). Our margins and performance were very satisfactory due to increase in prices of final products of the Company. The Company recorded a growth of 85.17% in Net Profit on year to year basis (standalone) despite a relatively sluggish

Securities and Exchange Board of India (''SEBI''), vide its notification dated 8 July, 2016, has amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), introducing new Regulation 43A mandating the top 500 listed entities, based on market Capitalization calculated as on 31 March of every Financial Year, to formulate a Dividend Distribution Policy and disclose the same in their Annual Reports and on their websites (www. gallantt.com). On the basis of market capitalization, your Company does not fall under Top 500 listed entities.

Even though, the Board of the Company has adopted a Dividend Distribution Policy, which is available on the website of the Company i.e www.gallantt.com under "Investors Corner" and the same is annexed as Annexure-I.

SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2018 stood at 8,132.23 Lacs. During the year under review, the company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2018, none of the Directors of the company hold instruments convertible into equity shares of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed.

b. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The directors have prepared the annual accounts on a going concern basis.

e. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. The directors had devised proper system to ensure compliance with the provisions of all applicable

laws and that such system were adequate and operating effectively.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, IND AS is applicable to the Company from the Financial Year commencing from April 01, 2017. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2018. Financial Statement has been prepared as per applicable Ind-AS.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business of the Company.

LISTING INFORMATION

The Equity Shares in the Company are in dematerialized form and is listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Listing Fee has been paid to the Stock Exchanges for the year 2018-19. The ISIN No. of the Company is INE297H01019.

CREDIT RATING

India Ratings and Research Private Limited has affirmed grade A- for credit rating of Term Loan and Grade A2 for working capital facilities.

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from public under Chapter V of the Companies Act, 2013.

AUDITORS & AUDITORS'' REPORT

M/s. ALPS & Co., Chartered Accountants (ICAI Firm Registration No. 313132E), 310, Todi Chambers, 2, Lalbazar Street, Kolkata - 700001 statutory auditors of the Company was appointed as the Auditors of the Company at the previous Annual General Meeting. As per the provisions of Section 139 of the Companies Act, 2013, Statutory Auditors of the Company hold office until the conclusion of the 5 years.

Necessary certificate has been obtained from the Auditors as per Section 139(1) of the Companies Act, 2013.

The notes on accounts referred to the Auditors'' Report are self-explanatory and therefore, do not call for any further explanation.

The Auditors'' Report is annexed hereto and forms part of the Annual Report. The Auditors'' report does not contain any qualifications, reservations or adverse remarks.

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

The information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as Annexure-II to this Directors'' report.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES AND EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any Sweat Equity Shares or Equity Shares with Differential Rights during the financial year.

COST AUDIT

The Company has submitted the Cost Audit Report and Cost Compliance Report for the year 2016-17 duly certified by a Cost Accountant to the Central Government within the due date. M/s. U. Tiwari & Associates, Cost Accountants were appointed with the approval of the Central Government to carry out the cost audit in respect of the Company for the financial year 2017-18. Based on the recommendation of the Audit Committee, M/s. U. Tiwari & Associates, Cost Accountants, being eligible, have also been appointed by the Board as the Cost Auditors for the financial year 2018-19 also.

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

INTERNAL COMPLAINT REGARDING SEXUAL HARRASSMENT

There were no cases of sexual harassment of woman at work place. Also, there are no instances of child labour/ forced labour/ involuntary labour and discriminatory employment during the year.

BOARD COMMITTEES

Details of Audit Committee, Nomination & Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee have been disclosed under Corporate Governance Report.

DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS

The same is not applicable as the Audit Committee''s recommendations were accepted and implemented by the Board.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under section 197(12) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure III to this report.

A statement comprising the names of top 10 employees in terms of remuneration drawn is given in this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees and investments u/s 186 of the Companies Act, 2013 is annexed herewith as Annexure-IV.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report is part of the Annual Report is annexed herewith as Annexure-V.

A report on Corporate Governance together with the Auditors'' Certificate regarding the compliance of conditions of Corporate Governance is part of the Annual Report.

MARKET AND FUTURE PROSPECTS

Please refer to Management Discussion & Analysis Report which forms part of the Annual Report.

DETAILS OF POLICIES

(i) Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Company''s Remuneration Policy is available on the Company''s website www.gallantt.com and the same is attached herewith as Annexure - VI.

(ii) Corporate Social Responsibility Policy (CSR)

The Board has, on the recommendation of the CSR Committee, approved the CSR Policy. The Company''s CSR Policy is available on the Company''s website www.gallantt.com and the same is also attached herewith as Annexure - VII.

Annual Report on CSR as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is also attached herewith as Annexure-VIII.

(iii) Risk Management Policy

mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. At present the company has not identified any element of risk which may threaten the business (or) existence of the company.

(iv) Whistle Blower Policy - Vigil Mechanism

Your Company has formulated a Vigil Mechanism Policy with a view to provide a mechanism for employees and directors of the Company to approach the Chairman of the Audit Committee to ensure adequate safeguards against victimisation. This policy would help to create an environment wherein individuals feel free and secure to raise an alarm, whenever any fraudulent activity takes place or is likely to take place. It will also ensure that complainant(s) are protected from retribution, whether within or outside the organization. The Board has elected Mr. Tarun Kumar Rathi, Company Secretary as the Whistle Officer under the vigil mechanism policy.

The details of establishment of the Vigil Mechanism Policy is displayed on the website of the Company www.gallantt.com under the Investors Corner link.

SECRETARIAL AUDITORS

Mr. Anurag Fatehpuria, Practising Company Secretary, having office address at 23/1, Sita Nath Bose Lane, Salkia Howrah 711101 has been appointed as Secretarial Auditors of the Company for the FY ended 31.03.2018. The Secretarial audit report received from the Secretarial Auditors is annexed to this report marked as Annexure - IX and forms part of this report.

ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

During the financial year, formal annual evaluation of the Board, its committees and individual Directors was carried out pursuant to the Board Performance Evaluation Policy of the Company.

The performance of the Board and committees was evaluated after seeking inputs from all the Directors on the basis of the criteria such as Board/ committee constitutions, frequency of meetings, effectiveness of processes etc. The performance of individual Directors (including Independent Directors) was evaluated by the Board and Nomination & Remuneration committee (excluding the Director being evaluated) after seeking inputs from all Directors on the basis of the criteria such as thought contribution, business insights and applied knowledge.

A separate meeting of Independent Directors was also held to review the performance of Managing Director, performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

FAMILIARISATION PROGRAMME

Your Company follows a structured orientation and familiarization programme through various reports/ codes/internal policies for all the Directors with a view to update them on the Company''s policies and procedures on a regular basis.

Periodic presentations are made at the Board Meetings on business and performance, long term strategy, initiatives and risks involved.

The details of familiarization programme have been posted in the website of the Company www.gallantt. com under the Investors Corner link.

CODE OF CONDUCT

Your Company has adopted a Code of Conduct for members of the Board (incorporating duties of Independent Directors) and the Senior Management. The Code aims at ensuring consistent standards of conduct and ethical business practices across the Company. Your Company has received confirmations from all concerned regarding their adherence to the said Code.

Pursuant to Regulation 17(5) of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. C. P. Agrawal, Chairman & Managing Director confirmed compliance with the Code by all members of the Board and the Senior Management.

The full text of the Code is hosted on the Company''s website www.gallantt.com under the Investors Corner link.

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has adopted a Code of Conduct as per Securities and Exchange Board of India (SEBI) (Prohibition of Insider Trading) Regulations, 2015. All Directors, Designated Employees who could have access to the Unpublished Price Sensitive Information of the Company are governed by the Code. During the year under review, there has been due compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015. Gallantt Metal Limited - Code for Fair Disclosure'' are available on the Company''s website www.gallantt.com under the Investors Corner link.

NUMBER OF MEETINGS OF BOARD AND AUDIT COMMITTEE HELD DURING THE YEAR 2017-2018

Eight (8) meetings of the Board of Directors of the Company were conducted during the financial year and

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility Committee and has framed a Corporate Social Responsibility Policy and identified Healthcare, Children''s education, as some of the key areas. The Company will continue to support social projects that are consistent with the policy.

Corporate Social Responsibility Committee of the Company is constituted of:

Mr. Jyotirindra Nath Dey, Chairman,

Mr. Chandra Prakash Agrawal and

Mr. Dinesh Raghubirprasad Agarwal

KEY MANAGERIAL PERSONNEL

The following are the whole-time key managerial personnel of the Company:

Sl. No.	Name	Designation
1	Mr. Chandra Prakash Agrawal	Chairman and Managing Director
2	Mr. Dinesh Raghubirprasad Agarwal	Whole-time Director
3	Mr. Prashant Jalan	Whole-time Director
4	Mr. Sandip Kumar Agarwal	Chief Financial Officer
5	Mr. Tarun Kumar Rathi	Company Secretary

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Ind - AS on Consolidated Financial Statements read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Consolidated Audited Financial Statements and Consolidated Cash Flow Statement for the year ended March 31, 2018 are provided in the Annual Report.

A statement containing the salient features of the financial statements of each of the subsidiary and Associate Company in the prescribed Form AOC-1 is annexed Annexure-X.

Pursuant to Section 136 of the Act, the financial statements of the subsidiary and Associate Companies are kept for inspection by the shareholders at the Registered Office of the Company. The Company shall provide free of cost, the copy of the financial statements of its subsidiary and Associate companies to the shareholders upon their request. The statements are also available on the website of the Company www. gallantt.com.

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

There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operations. However, Members attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

Sl.

No.

Name

Status

Date

GL Steel and Power Limited

Company has acquired entire shareholding of GL Steel and Power Limited and it has become Wholly Owned Subsidiary of the Company.

28.02.2018

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Pursuant to the provisions of Section 129(3) of the Act, a statement containing performance & salient features of the financial statements of Company''s subsidiaries and associate Companies in Form AOC-1 is attached as Annexure-X.

The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies and associate Company are audited and certified by their respective Statutory Auditors for consolidation.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY''S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Companies which have become Company''s subsidiaries, joint ventures or associate Companies during the year:

Eight (8) meetings of the Audit Committee of the Board of Directors were conducted during the financial year. The details of board/committee/shareholders meetings are provided under the Corporate Governance Report which forms part of the Annual Report.

AUDIT COMMITTEE

The Audit committee of the Company as on the date of this report is constituted of following Directors:

Names	Designation	Category
Mr. Prasant Kankrania	Chairman	Independent
Mr. Jyotirindra Nath Dey	Member	Independent
Mrs. Richa Bhartiya	Member	Independent

BUSINESS RESPONSIBILITY REPORT

Your Company does not fall under Top 500 listed entities as per Market Capitalization. Hence, the Business Responsibility Report for the financial year, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not attached to this Annual Report.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Act, the details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-XI.

RISK MANAGEMENT

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the Company is exposed to are:

Financial risks

The Company''s policy is to actively manage its foreign exchange risk within the framework laid down by the Company''s forex policy approved by the Board. Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigation strategy to minimize financial and interest cost risks.

Commodity price risks

The Company is exposed to the risk of price fluctuations of raw materials as well as finished goods. The Company proactively manages these risks through forward booking, inventory management and proactive vendor development practices. The Company''s reputation for quality, product differentiation and service, coupled with the existence of powerful brand image with a robust marketing network mitigates the impact of price risk on finished goods.

Regulatory risks

The Company is exposed to risks attached to various statutes, laws and regulations. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external Secretarial Audits.

Human resource risks

Retaining the existing talent pool and attracting new talent are major risks. The Company has initiated various mea

measures including rolling out strategic talent management system, training and integration of learning and development activities. The Company has system and procedure in place which helps to identify, nurture and groom managerial talent within the Gallantt Group to prepare them for future business leadership.

UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND AND SHARE APPLICATION MONEY

There is no unpaid or unclaimed Share Application Money and Dividend is pending to be paid to the investors and shareholders till 31.03.2018:

BOARD OF DIRECTORS AND SENIOR EXECUTIVE

The Board of Directors comprises of Eight Directors of which four are Independent. In terms Section 152 of the Companies Act, 2013, Mr. Nitin Mahavir Prasad Kandoi, liable to retire by rotation at the ensuing Annual General Meeting and eligible for re-election.

Mr. Jyotirindra Nath Dey, Mr. Prasant Kankrania, Mrs. Richa Bhartiya and Mr. Sandip Kumar are Independent Directors of the Company. Independent Directors are appointed for five consecutive years and are not liable to retire by rotation in terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules,

2014. Mrs. Richa Bhartiya has been appointed as Independent Woman Director. Mr. Sandip Kumar Agarwal is Chief Financial Officer and is inter alia looking after the core finance function of the Company. Mr. Tarun Kumar Rathi has been appointed as a Company Secretary and Compliance Officer of the Company effective from March 31, 2018. Mr. Sandip Kumar has been appointed as an Additional Director to be regarded as an Independent Director.

None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a) & (b) of the Companies Act, 2013.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Mr. Sandip Kumar has been appointed as an Additional Director to be regarded as an Independent Director effective from March 31, 2018. Further Mr. Tarun Kumar Rathi has been appointed as a Company Secretary and Compliance Officer of the Company effective from March 31, 2018.

TRANSFER TO RESERVES

Company has not transferred profit to reserve.

RELATED PARTY TRANSACTIONS

The details of Related Party Transactions during the Financial Year ending 31.03.2018, being arm''s length transactions have been reported in the financial statements and forms part of this report. The Audit Committee and the Board of Directors of the Company have formulated the Policy on dealing with RPTs and a

Policy on materiality of RPTs which is uploaded on the website of the Company and can be accessed through the website of the Company www.gallantt.com under the Investors Corner link.

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are audited by the Audit Committee and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.gallantt.com. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

OUTLOOK AND EXPANSION

The recent trend in macro indicators clearly point towards improving fundamentals of the domestic economy. The Central Government has also shown its intent in furthering the reform momentum to revive investments and improve governance. The global commodity cycle is expected to be benign with consumption demand from the Chinese economy slowing down. Taking cues from the inflationary trend, the Reserve Bank of India has already eased the monetary cycle and is expected to bring out more interest rate cuts going forward. All this favorable factors coupled with some of the important developmental reforms that are being pursued by the Central Government like the tax reform and push for infrastructure spending will set the stage for further pick-up in economic activity in 2017-18. This should augur well for your Company''s business across infrastructure.

Expansion Project:

Your company plans to take the performance to the next level by modernization, installing high tech and time saving machinery and supportive systems, improving quality of work by employee training.

The expansion plan by further investment in installation

PERSONNEL, INDUSTRIAL RELATIONS AND MARKETING

The Company''s HR philosophy is to establish and build a high performing organization, where each individual is motivated to perform to the fullest capacity: to contribute to developing and achieving individual excellence and departmental objectives and continuously improve performance to realize the full potential of our personnel. Industrial relations have remained harmonious throughout the year.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AWARD AND RECOGNITIONS

During the year Company has not received any award.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2018 till the date of this Report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company. However, after approval of the Scheme of Amalgamation as above all the assets and liabilities of the Transferor Companies shall be transferred to the Company.

Significant and material orders passed by the regulators / courts / tribunals impacting the going concern status and the Company''s operations in future.

As such there is no significant and material order by the regulator/court/tribunals impacting the going concern status and the Company''s operation in future.

of new capacities and technology up gradation and modern machinery for increasing the capacity of the existing Units are being implemented.

In terms of the sales and profitability targets for the coming years, Board of Directors of the Company proposed to modify the plant capacity as under:

Phase I Expansion:

Capacity in MTPA

Units	Unit	Existing Capacity	Proposed Addition in Capacity	Total Capacity After Addition
Captive Power	MW	33	18	51
DRI	MT	225000	148500	373500
Steel Melt Shop	MT	257400	171600	429000
Rolling Mill	MT	250800	171600	422400

GENERAL

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

b) Your Company does not have any ESOP scheme for its employees/Directors.

CHANGE IN SHARE CAPITAL

There is no change in Share Capital during the year under Report.

INTERNAL FINANCIAL CONTROLS

Your Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting are operating effectively based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control. Your Company had laid down guidelines, policies, procedures and structure for appropriate internal financial controls across the Company. These control processes enable and ensure the orderly and efficient conduct of company''s business, including safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation & disclosure of financial statements. Review and control mechanisms are built in to ensure that such control systems are adequate and operating effectively. The Audit Committee evaluated the internal financial controls based on the following criteria:

1. Systems have been laid to ensure that all transactions are executed in accordance with management''s general and specific authorization. There are well-laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management''s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.

A report on the internal financial controls under clause

(i) of sub-section 3 of Section 143 of the Companies Act, 2013 issued by M/s. ALPS & Co., Chartered Accountants, Statutory Auditors of the Company is attached with their Independent Auditor''s report and the same is self-explanatory.

Effective steps are taken by the Management to enable continuous monitoring of lead control indicators and action taken towards correcting identified gaps. Respective functions have been trained and equipped to enable continuous monitoring of exceptions by themselves to reduce surprises and enable corrective action on timely and regular basis.

Your Company has a robust financial closure self certification mechanism wherein the line managers certify adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.

PARTICULARS OF LOANS/ADVANCES/ INVESTMENTS AS REQUIRED UNDER SCHEDULE V OF THE LISTING REGULATIONS

The details of related party disclosures with respect to loans/advances/investments at the year end and maximum outstanding amount thereof during the year as required under Part A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company.

FRAUD REPORTING

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the area of Health, Education and rural development, eradicating hunger, promoting health care and education. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company''s CSR policy. The Report on CSR activities as required under the Companies (Corporate

Apart from the CSR activities under the Companies Act, 2013, the Company continues to voluntarily support various social initiatives details of which have been given on this Report.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

ORDER OF SEBI, NSE AND BSE LIMITED

Vide its order bearing no. SEBI/HO/ISD/ OW/P/2017/18183 dated August 07, 2017 the Securities and Exchange Board of India ("SEBI") has classified and included our Company amongst the list of suspected "331 Shell Companies" and shares of the Company were shifted to Graded Surveillance Measures (GSM) VI category with effect from August 08, 2017. As a result of such order the shares of the Company were restrict traded since August 08, 2017.

Company has filed various documents and papers to the SEBI, National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") as per the required format justifying them that our Company does not fall under the Suspected Shell Companies category.

In the interest of the investors the Company on November 23, 2017 has preferred an Appeal before the Honorable Securities Appellate Tribunal ("SAT") to set aside the order of SEBI as above and to normalize the trading in shares of the Company.

In this regard, the Honorable SAT after hearing the appeal on November 29, 2017 has disposed off the appeal by directing National Stock Exchange (NSE) to pass appropriate order within a period of six weeks from November 29, 2017 and the appeal as above was disposed of by Honorable SAT. During this period of six weeks an Independent Auditor appointed by NSE submitted its report on December 01, 2017 making few observations all of which were satisfactorily addressed by the Company. On December 15, 2017 NSE also granted an opportunity of personal hearing to the Company where the representatives of the Company submitted their representations and successfully answered to some queries raised by the Exchange officials.

Since SEBI vide its letter bearing no. SEBI/HO/ISD/ ISD/OW/P/2017/26891 dated November 02, 2017 has delegated powers to stock exchanges to perform direct fact finding exercise and dispose of the representations received by them directly from the Company, NSE based on such powers conferred to it by SEBI has revoked the actions envisaged in SEBI''s letter dated August 07, 2017 and the consequential actions taken by National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) against Gallantt Metal Limited, its promoters and directors.

Company no longer falls under the list of suspected "Shell Companies" and trading in shares normalized w.e.f. January 01, 2018. The Company placed on record its appreciation towards SEBI, NSE and BSE for revoking its earlier order dated August 07, 2017 regarding suspected shell Company.

MANDATORY UPDATE OF PAN AND BANK DETAILS AGAINST YOUR SHARE HOLDING

Pursuant to SEBI circular SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20th April, 2018, shareholders whose ledger folios do not have/have incomplete details with respect to PAN and Bank Account particulars are mandatorily required to furnish these details to the Issuer Company/RTA for registration in the folio. As per the records of the Company, few Shareholders'' folio needs to be updated with the PAN / Complete Bank Account details so that the investments held by them are in compliance with the aforementioned circular.

Such Shareholders are hence requested to submit the following documents within 21 days of receipt of this communication:

- Enclosed Form duly filled in and signed by all the shareholders.

- Self-Attested Copy of Pan Card of all the shareholders,

- Cancelled Cheque Leaf with Name (if name is not printed on cheque - self-attested copy of first page of pass book) of all the shareholders and

- Address Proof (self-attested copy of Aadhaar-Card of all the shareholders)

TRANSFER OF SHARES COMPULSORILY IN DEMAT MODE

As per amended Regulation 40(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 amended vide SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018, effective from December 5, 2018; securities of the listed companies can be transferred (except in case of transmission or transposition) only in the dematerialized form.

In case any of the Shareholders have any queries or need any assistance in this regard, please contact;

ACKNOWLEDGEMENT

The Board appreciates the commitment and dedication of its employees across all the levels who have contributed to the growth and sustained success of the Company. We would like to thank all our customers, vendors, bankers and other business associates for their continued support and encouragement during the year. We also thank the Government of India, Government of Gujarat and all Other Government Agencies for their support during the year and look forward to the same in the future.

On behalf of the Board

Place: Gorakhpur C. P. Agrawal

Date: August 11, 2018 Chairman

Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 10th Annual Report of the Company and the Annual Accounts for the year ended 31st March, 2014.

1. WORKING RESULTS (Rs. in Lacs)

Financial Results 2014 2013

Net Sales/Income from operation (Net of Excise Duty) 66,990.45 66,273.51

Other Income 134.69 467.29

Profit before Interest, Depreciation and Tax 4,454.93 5,950.09

Less: Finance Cost 1,133.59 1,033.38

Profit before Depreciation & Tax 3,321.34 4,916.71

Less: Depreciation (including amortization) 1,713.43 1,591.96

Profit Before Tax 1,607.91 3,324.75

Tax Expenses 102.37 149.70

Profit After Tax 1,505.54 3,175.05

2. PERFORMANCE REVIEW

During the year your Company has reported a turnover of Rs. 66,990.45 Lacs. The operating profit stood at Rs. 4,454.93 Lacs. The Profit before Tax and Profit after Tax remains Rs. 1607.91 Lacs and Rs. 1,505.54 Lacs respectively. Despite adverse Global as well as Indian economy, your Company performed moderately and Gallantt Metal looks ahead to a hopeful further systematic robustness in the business and operation. Your Directors continue to identify opportunities to leverage and introduce technology to improve our performance, be it in operations, people management, and knowledge management and to strengthen proactive stakeholder relations.

3. DIVIDEND

In view of conserving resources of the Company for future plan and to strengthen its fund and liquid position, Directors are unable to recommend any dividend.

4. DIRECTORS'' RESPOSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 your Directors state that :

A. The Applicable Accounting Standards have been followed in the preparation of Annual Accounts.

B. That the accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014.

C. That proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and Companies Act, 2013 to the extent applicable, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

D. That the Annual Accounts have been prepared on a going concern basis.

5. CORPORATE GOVERNANCE

Your Company is committed to benchmark itself with global standards in all areas including highest standards of Good Corporate Governance. The Company has always strived to maintain applicable standards of good corporate governance and the commitment to good corporate governance is embodied in its vision, mission and corporate values. Besides adhering to the prescribed Corporate Governance practices as per clause 49 of the Listing Agreement, the company also endeavors to share information with its stakeholders openly and transparently on matters which have a bearing on its economic and reputational interest.

A certificate from Statutory Auditors of the Company regarding the compliance of the conditions of Corporate Governance by the Company as stipulated under Clause 49 of the Listing Agreement is also attached to this Report. Further, as required under Clause 49 of the Listing Agreement a Management Discussion and Analysis Report is appended to the Annual Report.

6. LISTING INFORMATION

The Equity Shares in the Company are in dematerialized form and is listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Listing Fee has been paid to the Stock Exchanges for the year 2014-15. The ISIN of the Company is INE297H01019.

7. CREDIT RATING

Credit Analysis & Research Ltd (hereinafter referred to as "CARE") has assigned grade BBB for credit rating of Term Loan and Grade A2 for working capital facilities.

8. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year to which the provisions of Section 58A of Companies Act, 1956 and Section 73 of the Companies Act, 2013 are applicable.

9. PARTICULARS OF EMPLOYEES

No employee of the Company is covered under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

10. AUDITORS & AUDITORS'' REPORT

M/s. A. K. Meharia & Associates, Chartered Accountants, statutory auditors of the Company was reappointed as the Auditors of the Company at the previous Annual General Meeting. As per the provisions of Section 139 of the Companies Act, 2013, Statutory Auditors of the Company shall hold office until the conclusion of the 3 years and the proposal has been placed before the Members. Necessary certificate has been obtained from the Auditors as per Section 139(1) of the Companies Act, 2013.

The notes on accounts referred to the Auditors'' Report are self-explanatory and therefore, do not call for any further explanation.

11. PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

In pursuit of continual improvement towards energy conservation and compliance with environmental regulations, efforts have been taken to utilise the energy most efficiently and to nurture and preserve the environment. The particulars as prescribed under sub- section 1(e) of Section 217 of the Act, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed hereto and form part of the report.

12. COST AUDIT

The Company has submitted the Cost Audit Report and Cost Compliance Report for the year 2012-13 duly certified by a Cost Accountant to the Central Government within the due date. M/s. U. Tiwari & Associates, Cost Accountants were appointed with the approval of the Central Government to carry out the cost audit in respect of the Company for the financial year 2013-14 Based on the recommendation of the Audit Committee, M/s. U. Tiwari & Associates, Cost Accountants being eligible have also been appointed by the Board as the Cost Auditors for the financial year 2014-15.

13. CORPORATE SOCIAL RESPONSIBILITY

The Companies Act, 2013, as introduced, vide Section 135, provides for specific provision for spending on Corporate Social Responsibility. It stipulates expenditure of 2% of the average profit of past three years on CSR activities. The Act further requires the Board Report to give a note on such activities and in the event of shortfall from the specified quantum, the reasons for the same to be explained therein. The Company is committed to the fulfillment of its social responsibility to society in general and those living in the vicinity of its facilities in particular. It regards this as a thrust activity area.

Board of Directors, in accordance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, has constituted Corporate Social Responsibility Committee (CSR Committee). It consists of the following Directors :

Name Designation

Mr. Jyotirindra Nath Dey Chairman

Mr. Dinesh Kumar R. Agarwal Member

Mr. Chandra Prakash Agrawal Member

Terms of Reference :

- Recommend to the Board, a Corporate Social Responsibility Policy of the Company, including the activities to be undertaken by the Company in conformity with Schedule VII of the Companies Act, 2013 and the Rules thereof.

- Recommend the amount of expenditure to be incurred on CSR activities on an annual basis, and

- Monitor the CSR policy of the Company from time to time.

14. INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

15. HUMAN RESOURCES

The Company believes that Human Resource is its most valuable resource, which has to be nurtured well and equipped to meet the challenges posed by the dynamics of Business Developments. The Company has a policy of continuous training of its employees both in-house. The staff is highly motivated due to good work culture, training, remuneration packages and the values, which the company maintains. Your Directors would like to place on record their deep appreciation of all employees for rendering quality services and to every constituent of the Company be its customers, shareholders, regulatory agencies or creditors. Industrial relations have remained harmonious throughout the year.

16. BOARD OF DIRECTORS

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Mr. Jyotirindra Nath Dey, Mr. Rajesh Kumar Jain, Mr. Prasant Kankrania and Mr. Ramesh Kumar Choudhary as Independent Directors of your Company up to 5 (five) consecutive years up to 31st March, 2019.

Appropriate resolutions for the appointment/ re- appointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information have been detailed in the Notice and Corporate Governance Report. Your Directors recommend their appointment/reappointment as Directors of your Company.

The Board of Directors comprises of Eight Directors of which four are Independent Directors. In terms Section 152 of the Companies Act, 2013, Mr. Dinesh Kumar Raghubir Prasad Agarwal, liable to retire by rotation at the ensuing Annual General Meeting and eligible for re- election.

17. INTERNAL COMPLAINT REGARDING SEXUAL HARRASSMENT

There were no cases of sexual harassment of woman at work place. Also, there are no instances of child labour/ forced labour/ involuntary labour and discriminatory employment during the year.

18. RECONSTITUTION OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

Board of Directors of the Company, in accordance with Section 177 and 178 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and amended Clause 49 of the Listing Agreement, has reconstituted and widened the various Committees of the Board.

Accordingly, the Company has renamed its existing Remuneration Committee as Nomination and Remuneration Committee and have delegated to it powers as required under section 178 of the Act. The existing Shareholders and Investor Grievance Committee has been renamed as "Stakeholders Relationship Committee".

The scope of Audit Committee has also been widened so as to bring it in accordance with the requirement of the Section 177 of the Companies Act, 2013.

The Company has also constituted a Corporate Social Responsibility Committee as required under Section 135 of the Companies Act, 2013.

19. PROJECTS AND EXPANSION INITIATIVES

The Company has decided to set-up a new Pellet plant with beneficiation unit at village-Halavarthi, Taluka and District Â Koppal, Karnataka. Company has acquired a land of 106 acres (approx.) for the expansion plan as above and has also obtained clearances for the new project from the Karnataka Government and Ministry of Environment and Forests.

20. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep gratitude to the customers, vendors, investors, business associates, bankers regulatory and government authorities for their continued support during the year. Your Directors also wish to place on record their appreciation for the dedicated services rendered by the employees of the Company at all levels, who, through their competence, hard work, solidarity, cooperation and support, have enabled the company to achieve consistent growth.

On behalf of the Board

Date: July 10, 2014 C. P. Agrawal

Place: Kolkata Chairman

Mar 31, 2013

Dear Memers

The Directors have pleasure in presenting the 9th Annual Report of the Company and the Annual Accounts for the year ended 31st March'' 2013.

1. FINANCIAL RESULTS

(Rs.in Lacs)

Financial Results 2013 2012

Net Sales/Income from operation (Net of Excise Duty) 66273.51 58532.36

Other Income 467.29 284.99

Profit before Interest'' Depreciation and Tax 5950.09 4684.57

Less finance Cost 1033.38 1594.69

Profit before Depreciation & Tax 4916.71 3089.88

Less: Depreciation (including amortization) 1591.96 1553.54

Profit Before Tax 3324.75 1536.34

Tax Expenses 149.70 82.02

Profit After Tax 3175.05 1454.32

2. RESULTS OF OPERATIONS

During the year your Company has reported a turnover of ? 66''273.51 Lacs. The operating profit stood at ? 5''950.09 Lacs. The Profit before Tax and Profit after Tax remains ? 3''324.75 Lacs and ? 3''175.05 Lacs respectively. The basic earnings per share for 2012-13 were ? 3.90 as against ? 1.79 for the previous year. Financial Year 2012-13 was a challenging year. Despite adverse Global as well as Indian economy'' your Company performed reasonably well and Gallantt Metal looks ahead to a hopeful further systematic robustness in the business and operation. Your Directors continue to identify opportunities to leverage and introduce technology to improve our performance'' be it in operations'' people management'' and knowledge management and to strengthen proactive stakeholder relations.

3. PROJECTS AND EXPANSION INITIATIVES

The Company has decided to set-up a new Pellet plant with beneficiation unit at village-Halavarthi'' Taluka and District - Koppal'' Kamataka. Company has acquired a land of 106 acres (approx.) for the expansion plan as above and has also obtained clearances for the new project from the Kamataka Government and Ministry of Environment and Forests.

4. DIVIDEND

In view of conserving resources of the Company for future plan and to strengthen its fund and liquid position'' Directors are unable to recommend any dividend.

5. DIRECTORS'' RESPOSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act'' 1956'' as amended by the Companies (Amendment) Act'' 2000 your Directors state that:

A. The Applicable Accounting Standards have been followed in the preparation of Annual Accounts.

B. That the accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March'' 2013.

C. That proper and sufficient care has been taken for

maintenance of adequate accounting records in accordance with the provisions of the Companies Act'' 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

D. That the Annual Accounts have been prepared on a going concern basis.

6. CORPORATE GOVERNANCE

Your Company is committed to maintain and execute highest standards of Corporate Governance and creating long-term value for all its stakeholders. To pursue this objective'' the Company remains steadfast in its value systems that incorporate integrity'' transparency and fairness across all its business activities. Gallantt Metal''s value systems are based on the foundation of fair and ethical practices in all its dealings with stakeholders including customers'' vendors'' contractors'' suppliers and all others who are part of the Company''s business value chain. Towards this end'' all Directors and Senior Management are committed to the Company''s Code of Conduct'' the compliance to which is periodically reviewed. As required under Clause 49 of the Listing Agreement with the Stock Exchanges'' a Report on Corporate Governance together with Auditors'' Certificate on Corporate Governance is appended to the Annual Report. Further'' as required under Clause 49 of the Listing Agreement a Management Discussion and Analysis Report is appended to the Annual Report.

7. LISTING INFORMATION

The Equity Shares in the Company are in dematerialized form and is listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Listing Fee has been paid to the Stock Exchanges for the year 2013-14. The ISIN No. of the Company is INE297H01019.

8. FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act'' 1956 and rules made thereunder.

9. PARTICULARS OF EMPLOYEES

No employee of the Company is covered under section

217 (2A) of the Companies Act'' 1956 read with Companies (Particulars of Employees) Rules'' 1975'' as amended.

10. AUDITORS & AUDITORS''REPORT

M/s. A. K. MEHARIA & ASSOCIATES'' Chartered Accountants'' statutory auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them that their reappointment'' if made'' would be within the limits laid down under Section 224 (IB) of the Companies Act'' 1956.

The notes on accounts referred to the Auditors'' Report are self-explanatory and therefore'' do not call for any further explanation.

11. COST AUDITORS

M/s. Upendra Tiwari & Associates'' Cost Auditors have been appointed as Cost Auditors of the Company for conducting Cost Audit for the Financial Year 2012-13.

12. PARTICULARS RELATING TO CONSERVATION OF ENERGY'' TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The particulars as prescribed under sub-section 1(e) of Section 217 of the Act'' read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules'' 1988'' is annexed hereto and form part of the report.

13. PERSONNEL'' INDUSTRIAL RELATIONS AND MARKETING

Gallantt''s high-performance culture is the driving force behind the business. The Company has witnessed exponential growth over the years in terms of volumes and profitability'' driven by excellent contribution of its focused'' dedicated and productive human resource. Gallantt believes in creating a work environment of fairness'' transparency and mutual respect wherein the aspirations of employees and the goals of the Company are aligned.

14. DIRECTORS

The Board of Directors comprises of Eight Directors of which Four are Independent Directors. Mr. Jyotirindra Nath Dey'' Director of your Company'' retires from the Board by rotation and eligible for re-election.

At their meeting held on 12th August 2013 the Board of Directors of your Company has appointed Mr. Ramesh Kumar Choudhary and Mr. Prashant Jalan as Additional Directors of the Company. Mr. Ramesh Kumar Choudhary will be considered as an Independent Director within the meaning of Clause 49 of the Listing Agreement.

At the same meeting of the Board'' Mr. Prashant Jalan has been appointed as a Whole-time Director of the Company for a period of three years subject to the approval of the Shareholders at the General Meeting. Mr. prashant Jalan has been designated as Director (Plant Operation).

15. CREDIT RATING

Credit Analysis & Research Ltd (hereinafter referred to as "CARE") has assigned grade BBB for credit rating of Term Loan and Grade A3 for working capital facilities.

16. FINANCE AND ACCOUNTS

The significant rise in raw material cost and other input cost had an adverse effect on the profitability and cash flow. However'' the ratios of Debt/Equity and the Interest covers are healthy. The accounts have been prepared as per the revised Schedule VI of the Companies Act'' 1956. The internal accruals are being utilized for in the business for meeting working capital requirements and in funding other capital expenditure.

17. ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - customers'' Banks'' Central and State Governments'' the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year.

On behalf of the Board

Place :Kolkata C.P.Agarwal

Date: August 12'' 2013 Chairman

Mar 31, 2012

The Directors have pleasure in presenting the 8th Annual Report of the Company and the Annual Accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS

( in Lacs) 2012 2011 Net Sales/Income from Operation (Net of Excise Duty) 58532.36 55668.33

Other Income 284.99 1177.48

Profit before Interest, Depreciation and Tax 4684.57 5973.08

Less: Finance Cost 1594.69 1379.65

Profit before Depreciation & Tax 3089.88 4593.43

Less: Depreciation (including amortization) 1553.54 1567.50

Profit Before Tax 1536.34 3025.93

Tax Expenses 82.02 733.69

Profit After Tax 1454.32 2292.24

2. RESULTS OF OPERATIONS

During the year your Company has reported a turnover of Rs. 58,532.36 Lacs. The operating profit stood atRs. 4,684.57 Lacs. The Profit before Tax and Profit After Tax remains Rs. 1,536.34 Lacs and Rs. 1,454.32 Lacs respectively. Financial Year 2011-12 was a challenging year. The Global as well as Indian economy witnessed lower economic growth. Rising inflation, depreciating currency and rising cost of inputs were the buzz word during the year under report. Despite these constraints and the challenging environment, the Company performed reasonably well. Profitability of the Company remains lesser than that of previous year mainly due to increase in input cost.

3. PROJECTS AND EXPANSION INITIATIVES

The Company has decided to set-up a new Pellet plant with beneficiation unit at Village-Halavarthi, Taluka and District - Koppal, Karnataka. Company has acquired a land of 106 acres (approx.) for the expansion plan as above and has also obtained clearances for the new project from the Karnataka Government and Ministry of Environment and Forests.

4. DIVIDEND

In view of conserving resources of the Company for future plan and to strengthen its fund and liquid position, Directors are unable to recommend any dividend.

5. DIRECTORS' RESPOSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 your Directors state that:

A. The applicable accounting standards have been followed in the preparation of Annual Accounts.

B. That the accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2012.

C. That proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

D. That the Annual Accounts have been prepared on a going concern basis.

6. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance together with Auditors' Certificate on Corporate Governance is appended to the Annual Report. Further, as required under Clause 49 of the Listing Agreement a Management Discussion and Analysis Report is appended to the Annual Report.

7. LISTING INFORMATION

The Equity Shares in the Company are in dematerialized form and is listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Listing Fee has been paid to the Stock Exchanges for the year 2012-13. The ISIN No. of the Company is INE297H01019.

8. FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

9. PARTICULARS OF EMPLOYEES

No employee of the Company is covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

10. AUDITORS & AUDITORS' REPORT

M/s. A. K. MEHARIA & ASSOCIATES, Chartered Accountants, statutory auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them that their reappointment, if made, would be within the limits laid down under Section 224 (1B) of the Companies Act, 1956.

The notes on accounts referred to the Auditors' Report are self-explanatory and therefore, do not call for any further explanation.

11. COST AUDITORS

The Central Government has approved the appointment of M/s. U. Tiwari & Associates, Cost Auditors for conducting Cost Audit for the Financial Year 2011-12.

12. PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The particulars as prescribed under sub-section 1(e) of Section 217 of the Act, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed hereto and form part of the report.

13. PERSONNEL, INDUSTRIAL RELATIONS AND MARKETING

Accelerating sales force performance is a key priority for Companies. Company is in continuous process of discussing the methods for developing a go-to-market strategy and designing sales forces. Your Company relies on its sales teams to deliver revenue growth, and entrust to them their most valuable assets - customers. In turn, your Company's sales teams brought a remarkable growth in the sales volume and profit margin irrespective of cut throat competition. The industrial relations continued to be cordial.

14. DIRECTORS

The Board of Directors comprises of Six Directors of which Three are Independent Directors. Mr. Nitin M Kandoi, Director of your Company, retires from the Board by rotation and eligible for re-election.

With effect from February 13, 2012 Mr. Virendra Kumar Keshari, Director of the Company has tendered resignation from the Directorship of the Company. At the Board Meeting held on 29th March, 2012 Mr. Prasant Kankrania was appointed as an Additional Director of the Company. The Committees of the Board of Directors of the Company was reconstituted as Mr. Virendra Kumar Keshari resigned from the Board of Directors of the Company. Mr. Prasant Kankrania has been appointed as the Chairman of the Audit Committee and is member in Remuneration Committee and Share Transfer & Shareholders'/Investors' Grievance Committee of the Board of Directors.

15. ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - customers, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

On behalf of the Board

Place : Kolkata C. P. Agarwal

Date : August 11, 2012 Chairman

Mar 31, 2011

To the members

The Directors have pleasure in presenting the 7th Annual Report of the Company and the Annual Accounts for the year ended 31st March, 2011.

1. WORKING RESULTS (Rs. in Lacs)

Financial Results 2011 2010

Income from operation 55,658.56 43,311.59

Other Income 1,187.25 116.12

Profit before Interest, Depreciation and Tax 5826.24 6521.38

Less interest 1,232.80 1400.61

Profit before Depreciation & Tax 4593.44 5120.77

Less: Depreciation (including amortization) 1,567.50 1528.13

Profit Before Tax 3025.94 3592.64

Provision for Tax:

-Current 603.78 611.29

- Deferred 129.91 626.46

Profit After Tax 2,292.25 2354.89

2. PERFORMANCE REVIEW

During the year your Company has reported a turnover of Rs. 55,658.56 Lacs. The operating profit stood at Rs. 5826.24 Lacs. The Profit before Tax and Profit after Tax remains Rs. 3025.94 Lacs and Rs. 2292.25 Lacs respectively. Increase in turnover during the year is result of various strategic initiatives taken by the Company to improve its volumes and profitability. However, profitability of the Company remains lesser than that of previous year mainly due increase in input cost.

Your Company was availing area based excise exemption as the unit is set up in Kutch, Gujarat for five years. The period of said exemption has been completed in December, 2010. And also your Company was getting sales tax incentive which has also been exhausted in September' 2010.

Yours Directors are pleased to report that irrespective of completion of incentive period, your Company has shown an excellent performance in terms of both financial and operational performance.

3. PROJECTS AND EXPANSION INITIATIVES

The Company has decided to set-up a new Pellet plant with beneficiation unit at village-Halavarthi, Taluka and District - Koppal, Kamataka. Company has acquired a land of 106 acres (approx.) for the expansion plan as above and has also obtained clearances for the new project from the

Kamataka Government and Ministry of Environment and Forests. However, the size and shape of the project is yet to be decided.

4. DIVIDEND

In view of conserving resources of the Company for future plan and to strengthen its fund and liquid position, Directors are unable to recommend any dividend.

5. DIRECTORS' RESPOSIBIUTY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 your Directors state that:

A. The Applicable Accounting Standards have been followed in the preparation of Annual Accounts.

B. That the accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2011.

C. That proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

D. That the Annual Accounts have been prepared on a going concern basis.

6. CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance together with Auditors' Certificate on Corporate Governance is appended to the Annual Report. Your Company is committed to achieving the highest standards of Corporate Governance and has complied with the requirements of Clause 49 of the Listing Agreement. Further, as required under Clause 49 of the Listing Agreement a Management Discussion and Analysis Report is appended to the Annual Report.

7. INITIAL PUBLIC OFFER OF EQUITY SHARES BY GALLANTT ISPAT LIMITED

M/s. Gallantt Ispat Limited (GIL), a Company under the same Group has come out with Initial Public Offer (IPO) of 81,00,208 Equity Shares of Rs. 10/- each at a Premium of Rs. 40/- per Equity Share. Your Company has promoted GIL as a Promoter of the Company. GIL has successfully concluded IPO and received overwhelming response from the public. Equity Shares of GIL is listed with the Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

8. LISTING INFORMATION

The Equity Shares in the Company are in dematerialized form and is listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Listing Fee has been paid to the Stock Exchanges for the year 2011- 12. The ISIN No. of the Company is I N E 2 9 7 H 0 1 0 1 9.

9. FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

10. PARTICULARS OF EMPLOYEES

No employee of the Company is covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

11. AUDITORS & AUDITORS'REPORT

M/s. A. K. MEHARIA & ASSOCIATES, Chartered Accountants, statutory auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The

Company has received a certificate from them that their reappointment, if made, would be within the limits laid down under Section 224 (IB) of the Companies Act, 1956. The notes on accounts referred to the Auditors' Report are self-explanatory and therefore, do not call for any further explanation.

12. PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The particulars as prescribed under sub-section 1(e) of Section 217 of the Act, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed hereto and form part of the report.

13. PERSONNEL, INDUSTRIAL RELATIONS AND MARKETING

Accelerating sales force performance is a key priority for Companies. Company is in continuous process of discussing the methods for developing a go-to-market strategy and designing sales forces. Your Company relies on its sales teams to deliver revenue growth, and entrust to them their most valuable assets - customers. In turn, your Company's sales teams brought a remarkable growth in the sales volume and profit margin irrespective of cut throat competition. The industrial relations continued to be cordial.

14. DIRECTORS

Mr. Dinesh R. Agarwal, Director of your Company, retires from the Board by rotation and eligible for re-election.

15. ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all Stakeholders, Customers, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

On behalf of the Board

Place :Kolkata C. P. Agarwal

Date: July 15, 2011 Chairman

Mar 31, 2010

The Directors have pleasure in presenting the 6th Annual Report of the Company and the Annual Accounts for the year ended 31st March, 2010.

WORKING RESULTS (Rs. in Lacs)

Financial Results 2010 2009

Income from Operation 43,311.59 44,111.22

Other Income 116.12 236.79

Profit before Interest, Depreciation and Tax 6,521.38 5,163.52

Less : Interest 1,400.61 1,816.94

Profit before Depreciation & Tax 5,120.77 3,346.58

Less : Depreciation (including amortization) 1,528.13 1,296.53

Profit before Tax 3,592.64 2,050.05

Provision for Tax

- Current 611.07 232.28

- Deferred 626.46 398.60

- Fringe Benefit tax - 5.50

- Earlier year 0.22 0.17

Profit after Tax 2,354.89 1,413.50

PERFORMANCE REVIEW

During the year your Company has reported a turnover of Rs. 43,311.59 Lacs. The operating profit stood at Rs. 6,521.38 Lacs. The Profit before Tax (PBT) stood at Rs. 3,592.64 Lacs and Profit after Tax (PAT ) remains Rs. 2,354.89 Lacs which is respectively high by 75% and 67% in comparison to the PBT and PAT of last fiscal year 2008-09. During the current Financial year, your Company took various strategic initiatives to improve its volumes and profitability, which helped the Company to post an impressive performance for the year. Yours Directors are pleased to report an excellent performance of the Company in terms of both financial and operational performance.

DIVIDEND

In view of conserving resources of the Company for future plan and to strengthen its fund and liquid position, Directors are unable to recommend any dividend.

DIRECTORS RESPOSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 your Directors state that :

A. The Applicable Accounting Standards have been followed in the preparation of Annual Accounts.

B. That the accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2010.

C. That proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

D. That the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance together with Auditors Certificate on Corporate Governance is appended to the Annual Report. Your Company is committed to achieving the highest standards of Corporate Governance and has complied with the requirements of Clause 49 of the Listing Agreement. Further, as required under Clause 49 of the Listing Agreement a Management Discussion and Analysis Report is appended to the Annual Report.

INITIAL PUBLIC OFFER OF EQUITY SHARES BY GALLANTT ISPAT LIMITED

M/s. Gallantt Ispat Limited, Group Company of the Company is coming out with Initial Public Offer of 81,00,000 Equity Shares of Rs. 10/- each at a Premium of Rs. 40/- per Equity Share. Draft Prospectus has already been filed with the Securities and Exchange Board of India (SEBI) for their approval. Further, the Company has obtained In-principle Approval from Bombay Stock Exchange Limited and National Stock Exchange of India Limited for listing of the Equity Shares with them.

LISTING INFORMATION

The Equity Shares in the Company are in dematerialized form and is listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Listing Fee has been paid to the Stock Exchanges for the year 2010-11. The ISIN No. of the Company is INE297H01019.

FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

PARTICULARS OF EMPLOYEES

No employee of the Company is covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

AUDITORS & AUDITORS REPORT

M/s. A. K. MEHARIA & ASSOCIATES, Chartered Accountants, statutory auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them that their reappointment, if made, would be within the limits laid down under Section 224 (1B) of the Companies Act, 1956.

The notes on accounts referred to the Auditors Report are self-explanatory and therefore, do not call for any further explanation.

PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The particulars as prescribed under sub-section 1(e) of Section 217 of the Act, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed hereto and form part of the report.

PERSONNEL, INDUSTRIAL RELATIONS AND MARKETING

The industrial relations continued to be cordial. The Directors wish to place on record their appreciation for the contribution of the workers and officers of the Company at all levels.

DIRECTORS

At the meeting held on 1st August, 2009 Mr. Virendra Kumar Keshari was appointed as an Additional Director of the Company and at the same meeting Mr. Sushil Kumar Agrawal has resigned from the Board of the Company. Further, at the last Annual General Meeting of the Company held on 23rd September, 2009 Mr. Virendra Kumra Keshari was appointed as a Director. The Committees of the Board of Directors of the Company was reconstituted as Mr. Sushil Kumar Agrawal resigned from the Board of Directors of the Company. In place of Mr. Sushil Kumar Agrawal, Mr. Virendra Kumar Keshari was introduced in the various Committees of the Board. Mr. Virendra Kumar Keshari has been appointed as the Chairman of the Audit Committee and is member in Remuneration Committee and Share Transfer and Shareholders/Investors Grievance Committee of the Board of Directors of the Company.

Mr. Nitin M Kandoi, Whole-time Director of the Company resigned from the whole-time employment of the Company. Now, he remains only Non-executive Non-Independent Director.

Mr. Maheshkumar Hukmichand Gupta and Mr. Manish Pukhraj Jajoo tendered their resignation from the Directorship of the Company with effect from 31st March, 2010.

Tenure of Office of Mr. Chandra Prakash Agarwal and Mr. Dinesh R. Agarwal comes to an end on 31st August, 2010 and 31st October, 2010 respectively. At the Board Meeting held on 29th May, 2010, Mr. Chandra Prakash Agarwal and Mr. Dinesh R. Agarwal were reappointed as a Managing Director and Whole-time Director respectively for a period of five years. Reappointment of Mr. Chandra Prakash Agarwal and Mr. Dinesh R. Agarwal is subject to the approval of the shareholders of the Company and shall be effective from 1st September, 2010 and 1st November, 2010 respectively.

Mr. Rajesh Kumar Jain, Director of your Company, retires from the Board by rotation and eligible for re-election.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere thanks to the shareholders, customers, suppliers, Bankers, the Central Government and the State Government agencies who, through their continued support and co-operation, have helped, as partners, in your Companys progress.

On behalf of the Board Place :Kolkata Chandra Prakash Agrawal Date :2nd day of August,2010 Chairman

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