Directors Report of Gallantt Ispat Ltd.(old)

Mar 31, 2018

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 Ispat Limited (âYour Companyâ or âThe Companyâ) is a leading Iron and Steel manufacturing Company in Eastern Uttar Pradesh. The Company has its Registered Office at Kolkata and Factory at Gorakhpur, Uttar Pradesh.

WORKING RESULTS

(Rs.in Lacs)

	Standalone		Consolidated
	2018	2017	2018	2017
Financial Results
Income from operation	58,688.23	46,479.10	58,688.23	46,479.10
Other Operating Income	152.89	40.96	158.63	47.52
Finance Cost	857.17	423.78	857.17	423.78
Depreciation (including amortization)	1,836.71	1,369.26	1,836.71	1,369.26
Profit Before Tax	6,681.96	3,442.99	6,682.18	3,448.29
Tax Expenses (including Deferred Tax)	1,320.16	124.27	1,320.31	126.08
Profit After Tax	5,361.80	4,334.32	7,755.82	5,630.64

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 (âInd ASâ), 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 (âInd ASâ) Rules 2016 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. 58,688.23 Lacs. FY17-18 has been a growing and remarkable year with respect to our top line and margins. Revenue from operations grew by 26% 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 24% in Net Profit on year to year basis (standalone) despite a relatively sluggish industry growth primarily on account of increase in sales volumes and improved cost efficiencies. Standalone and Consolidated Net Profit stood at Rs. 5,361.80 Lacs and Rs. 7,755.82 Lacs respectively. Earnings per Share (EPS) stood at Rs. 18.99 (standalone) and Rs. 27.47 (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 Companyâs 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. 0.50 (Paise Fifty only) per Equity Share on 2,82,36,072 Equity Shares of Rs. 10 /- each i.e. 5% on each Equity Share of the company, total outgo on account of dividend shall be Rs. 1,41,18,036 subject to tax. However, consequent upon split of shares of face value of Rs. 10/- each into face value of Re. 1/- each the rate of dividend remain same at 5% but dividend per share would be five paise per share in place of fifty paise per share.

Securities and Exchange Board of India (âSEBIâ), vide its notification dated 8 July, 2016, has amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), 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).

Accordingly, 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 âInvestors Cornerâ and the same is annexed as Annexure-I.

SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2018 stood at 2,823.61 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. During the year Eight Wholly Owned Subsidiaries viz. Shikharji Rolling Mills Private Limited, Shikharji Steel & Agro Products Private Limited, Bhavika Steel Agencies Private Limited, Shrinu Agro Private Limited, Shrinu Steel Works Private Limited, Gyanika Flour Mills Private Limited, Satlaj Ispat Private Limited and Satlaj Flour Mills Private Limited amalgamated with the Company. Since, entire shareholding of these eight Wholly Owned Subsidiaries were held by the Company, no shares were allotted. Hence there was no impact on the total issued and paid up share capital. However, pursuant to the Scheme of Amalgamation as approved by the Central Government (Regional Director- ER) the Authorised Share Capital of these Wholly Owned Subsidiaries clubbed/merged with the Authorised Share Capital of the Company. Hence, post Merger the Authorised Share Capital of the Company stood at Rs. 46,68,50,000/DIRECTORSâ 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 Companyâs 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 INE528K01029.

CREDIT RATING

During the year under review, the Rating agency CRISIL Limited has assigned BBB- rating for the Companyâs Fund Based Working Capital facilities (long term) and BWR A3 for Non-Fund based working capital facilities (short term).

FIXED DEPOSITS

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

AUDITORS & AUDITORSâ REPORT

M/s. Anoop Agarwal & Co., 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 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 Auditorsâ Report are self-explanatory and therefore, do not call for any further explanation.

The Auditorsâ Report is annexed hereto and forms part of the Annual Report. The Auditorsâ 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 Directorsâ 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. Company has maintained Cost Records and other documents as required under Companies Act, 2013 and rules made thereunder.

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, Stakeholdersâ 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 Committeeâs 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

No loan has been granted during the year. Also, during the year your Company has neither given guarantee nor made any investment as per Section 186.

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-IV.

A report on Corporate Governance together with the Auditorsâ 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 Companyâs Remuneration Policy is available on the Companyâs website www.gallantt.com and the same is attached herewith as Annexure - V.

(ii) Corporate Social Responsibility Policy (CSR)

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

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

(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.

(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. Nitesh Kumar, 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 Investors corner.

SECRETARIAL AUDITORS

Mr. Anurag Fatehpuria, Practising Company Secretary, having office address at 23/1, Sita Nath Bose Lane, Salkia Howrah Pin-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 - VIII 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 Companyâs 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 familiarisation programme have been posted in the website of the Company www.gallantt. com under Investors corner.

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 and Mr. Mayank Agrawal, Chief Executive Officer 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 Companyâs website www.gallantt.com under Investors corner.

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 Ispat Limited - Code for Fair Disclosureâ are available on the Companyâs website www.gallantt.com under Investors corner.

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

Eleven (11) meetings of the Board of Directors of the Company were conducted during the financial year and Nine (9) 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. Piyush Kankrania	Chairman	Independent
Mr. Jyotirindra Nath Dey	Member	Independent
Mr. Tarun Kumar Gupta	Member	Independent

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 Companyâs subsidiaries and associate Companies in Form AOC-1 is attached as Annexure-IX.

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 COMPANYâS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Sl. No.	Name	Status	Date
1	Shikharji Rolling Mills Private Limited	Ceases to be a Subsidiary of the Company consequent upon amalgamation with the Company.	08.01.2018
2	Shikharji Steel & Agro Products Private Limited	Ceases to be a Subsidiary of the Company consequent upon amalgamation with the Company.	08.01.2018
3	Bhavika Steel Agencies Private Limited	Ceases to be a Subsidiary of the Company consequent upon amalgamation with the Company.	08.01.2018
4	Shrinu Agro Private Limited	Ceases to be a Subsidiary of the Company consequent upon amalgamation with the Company.	08.01.2018
5	Shrinu Steel Works Private Limited	Ceases to be a Subsidiary of the Company consequent upon amalgamation with the Company.	08.01.2018
6	Gyanika Flour Mills Private Limited	Ceases to be a Subsidiary of the Company consequent upon amalgamation with the Company.	08.01.2018
7	Satlaj Ispat Private Limited	Ceases to be a Subsidiary of the Company consequent upon amalgamation with the Company.	08.01.2018
8	Satlaj Flour Mills Private Limited	Ceases to be a Subsidiary of the Company consequent upon amalgamation with the Company.	08.01.2018
9	Antarmukh Steel Manufacturer Private Limited	Acquisition of Wholly Owned Subsidiary of the Company	15.01.2018

10	Bhavika Smeltors and Food Products Private Limited	Acquisition of Wholly Owned Subsidiary of the Company	15.01.2018
11	Shrinu Rolls and Milling Private Limited	Acquisition of Wholly Owned Subsidiary of the Company	15.01.2018
12	Satlaj Rolls and Milling Private Limited	Acquisition of Wholly Owned Subsidiary of the Company	15.01.2018

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS 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. 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 behavior, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility Committee and has framed a Corporate Social Responsibility Policy and identified Healthcare, Childrenâs 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. Prem Prakash Agrawal 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. Prem Prakash Agrawal	Whole-time Director
3	Mr. Santosh Kumar Agrawal	Whole-time Director
4	Mr. Nitin Mahavir Prasad Kandoi	Whole-time Director
5	Mr. Mayank Agrawal	Chief Executive Director
6	Mr. Amit Jalan	Chief Financial Officer
7	Mr. Nitesh Kumar	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-IX.

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.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility 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 - X.

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. It has been posted on the website of the Company www.gallantt.com.

RISK MANAGEMENT

Risk management is embedded in your Companyâs operating framework. Your Company believes that managing risks helps in maximizing returns. The Companyâs 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 Companyâs policy is to actively manage its foreign exchange risk within the framework laid down by the Companyâs 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 Companyâs 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 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

Following amount of Unpaid Share Application Money and Unpaid Dividend has not been claimed and paid till 31.03.2018 :

Nature of Money	Relevant Financial Year	Bank Account Details	Amount lying (In Rs.)
Final Dividend for 2011	2010-11	HDFC Bank Account No. 00142300001876	9,929.00
Final Dividend for 2012	2011-12	HDFC Bank Account No. 00142300002332	5,419.00
Final Dividend for 2013	2012-13	IDBI Bank Account No. 0135103000007344	17,307.00
Final Dividend for 2014	2013-14	IDBI Bank Account No. 0135103000007900	3,026.50
Final Dividend for 2015	2014-15	IDBI Bank Account No. 0135103000008587	3,109.00
Interim Dividend 2016	2015-16	ICICI Bank Account No. 001105026007	3,929.00
Final Dividend for 2017	2016-17	IDBI Bank Account No. 1526103000000347	9,132.50

Unpaid dividend amounts are not available for use by the Company. Unpaid and Unclaimed Share Application Money of Rs. 71,900 due for refund was transferred to Investorsâ Education and Protection Fund on November 08, 2017. This Share Application money remained unclaimed and unpaid for seven consecutive years. Unclaimed and unpaid amount of Dividend for the Financial Year 2010-11 to the tune of Rs. 9,929 are to be transferred to the Investorsâ Education and Protection Fund. Members who have not so far encashed their Divided Warrants for the financial years ended 31st March, 2011, 2012, 2013, 2014, 2015, 2016 and 2017 are requested to approach immediately the Registrars for revalidation of unclaimed Dividend Warrants. The details of unclaimed dividend are available on the Companyâs corporate website www.gallantt.com and also uploaded on the website of IEPF viz. www.iepf.gov. in.

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. Prem Prakash Agrawal, liable to retire by rotation at the ensuing Annual General Meeting and eligible for re-election.

Mr. Jyotirindra Nath Dey, Mr. Tarun Kumar Gupta, Mr. Piyush Kankrania and Mrs. Sangeeta Upadhyay 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. Sangeeta Upadhyay has been appointed as Independent Woman Director. Mr. Mayank Agrawal was appointed as a Chief Executive Officer of the Company as per the provisions of the Companies Act, 1956. His appointment has been aligned with the new provisions of the Companies Act, 2013 and he has been appointed in the same position and designation as per the new provisions of the Companies Act, 2013. Mr. Amit Jalan 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.

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

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 (Listing Obligations and Disclosure Requirements) Regulations, 2015. Tenure of Mr. J.N. Dey and Mr. P. Kankrania end on 31st March, 2019 and Mrs. Sangeeta Upadhyay ends on 9th July, 2019. They are being appointed for second term of 5 years. This is as per Section 149(11).

No new Director or KMP has been appointed and resigned during the year.

TRANSFER TO RESERVES

Your Directors propose to transfer an amount of Rs. 5,209.13 Lacs standing in retained earnings and it is to be transfered to the General Reserve.

RELATED PARTY TRANSACTIONS

The details of Related Party Transactions during the Financial Year ending 31.03.2018, being armâs 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 armâs 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.

DISASSOCIATION OF SUBSIDIARIES AND DISPOSAL OF STAKE IN SUBSIDIARIES

Vide its Order dated January 08, 2018 Central Government (Regional Director-ER) has approved the Scheme of Amalgamation of Shikharji Rolling Mills Private Limited, Shikharji Steel & Agro Products Private Limited, Bhavika Steel Agencies Private Limited, Shrinu Agro Private Limited, Shrinu Steel Works Private Limited, Gyanika Flour Mills Private Limited, Satlaj Ispat Private Limited and Satlaj Flour Mills Private Limited (all being Wholly Owned Subsidiaries of the Company) with the Company. Consequent upon amalgamation of these Wholly Owned Subsidiaries with the Company, these entities ceased to exist as Subsidiaries. Amalgamation Orders of Honorable Regional Director have been received on January 11, 2018 and the same were filed with the Registrar of Companies, West Bengal on January 13, 2018.

SCHEME OF AMALGAMATION OF WHOLLY OWNED SUBSIDIARIES

At their meeting held on January 24, 2018, Board of Directors of the Company has approved the Scheme of Amalgamation of M/s. Antarmukh Steel Manufacturer Private Limited, M/s. Bhavika Smeltors and Food Products Private Limited, M/s. Shrinu Rolls and Milling Private Limited and M/s. Satlaj Rolls and Milling Private Limited with the Company. All the transferor Companies are Wholly Owned Subsidiaries of the Company. Hence, as per the provisions of Section 233 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, Company has filed Scheme of Amalgamation with the Registrar of Companies, West Bengal and Office of the Official Liquidator, Calcutta High Court for their Observation on the same.

Vide its Letter bearing reference no. ROC/ LEGAL/233/2017/238 dated 25.04.2018, the office of Registrar of Companies, West Bengal has issued its observation with the following suggestions:

1. The share capital clause of the scheme shall include the class and category of company which enters into the scheme of amalgamation i.e. Holding and a Wholly Owned Subsidiary Companies.

2. The Scheme shall include the clause related to providing âtransfer of chargesâ, âpurchase of share held by the descending shareholders/debtors, creditors, âcancellation or extinguish of shares on demergerâ, if applicable.

3. The Scheme shall include the clause related to providing Share Exchange Ratio between the Transferor Company and the Transferee Company, if applicable.

4. It appears that the transferee Company M/s. Gallantt Ispat Limited is a listed Company. Hence, necessary approval/suggestion as issued by the concerned regulatory authorities shall be made incorporated in the said Scheme. The Scheme may also include the Clause providing Compliance of Listing Regulation and SEBI Guidelines as applicable.

5. This Office has scrutinised the scheme of Amalgamation for its limited internal purpose / in-principle approval for deciding on the matter of Amalgamation of the transferors and transferee companies and it should not for any reason affects the interest of public.

The said suggestions were duly incorporated in the Scheme of Amalgamation.

Further, the Office of the Official Liquidator, High Court, Calcutta vide its letter bearing reference no. OL-Misc./ Amalg/50/6266/G dated 13.02.2018 has given its Observation with following suggestions:

1. This Office has scrutinised the scheme of Amalgamation for its limited internal purpose / in-principle approval for deciding on the matter of Amalgamation of companies and it should not for any reason affects the interest of public.

In accordance with the provisions of Section 233 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, Company have convened and held meeting of Equity Shareholders and Creditors of the Company on June 25, 2018.

Members and Creditors of the Company at their respective meetings held on June 15, 2018 have approved the Scheme of Amalgamation as above.

OUTLOOK AND EXPANSION

The recent trend in macro indicators clearlypoint 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 Companyâs 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 of new capacities and technology upgradation 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:

Units	Unit	Existing Capacity	Proposed Addition in Capacity	Total Capacity After Addition
Captive Power	MW	18	35	53
DRI	MT	99000	198000	297000
Steel Melt Shop	MT	167400	162600	330000
Rolling Mill	MT	162380	167620	330000

PERSONNEL, INDUSTRIAL RELATIONS AND MARKETING

The Companyâs 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 previous years, Company we have received following awards and reconciliation:

1. The Chairman of the Company Mr. C.P. Agrawal received a certificate from the State Government of U.P. awarding him with UDDAMI OF THE REGION 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 Companyâs operations in future :

As such there is no significant and material order by the regulator/court/tribunals impacting the going concern status and the Companyâs 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.

CHANGE IN SHARE CAPITAL

As stated hereinabove Company has concluded amalgamation Eight Wholly Owned Subsidiaries with the Company. As per the Scheme of Amalgamation as sanctioned by Honorable Regional Director (ER), Ministry of Corporate Affairs, Authorised Share Capital of Company was enhanced with the outstanding Authorised Share Capital of Transferor Companies. Post amalgamation total Authorised Share Capital of the Company stood at Rs. 46,68,50,000/- (Rupees Forty Six Crores Sixty Eight Lacs Fifty Thousand only). Company has not allotted any fresh equity shares during the year. The Issued, Subscribed and Paid up Share Capital of the Company is Rs. 28,23,60,720/- (Rupees Twenty Eight Crores Twenty Three Lacs Sixty Thousand Seven Hundred and Twenty Only).

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 companyâs 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 managementâs 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 managementâs 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 Companyâs 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. Anoop Agarwal & Company, Chartered Accountants, Statutory Auditors of the Company is attached with their Independent Auditorâs 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 selfcertification 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a part of its initiative under the âCorporate Social Responsibilityâ (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 Companyâs CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - VIII and forms an integral part of this Report. 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 Companyâs 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 (âSEBIâ) has classified and included our Company amongst the list of suspected â331 Shell Companiesâ 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 restrictly traded since August 08, 2017.

Company has filed various documents and papers to the SEBI, National Stock Exchange of India Limited (âNSEâ) and BSE Limited (âBSEâ) 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 (âSATâ) 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 SEBIâs letter dated August 07, 2017 and the consequential actions taken by National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) against Gallantt Ispat Limited, its promoters and directors.

Company no longer falls under the list of suspected âShell Companiesâ 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 Shareholdersâ 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;

SPLIT OF SHARES FROM FACE VALUE OF Rs. 10/- EACH TO FACE VALUE OF RE. 1/- EACH

In order to improve the liquidity of your Companyâs Equity Shares in the Stock Markets with higher floating stock in absolute numbers and to make them more affordable for the small retail investors to invest in the Company, Board of Directors of the Company at their meeting held on June 29, 2018 has proposed split of Shares of the Company from Face Value of Rs. 10/- each to Face Value of Re. 1/- each. At their meeting held on July 27, 2018 the shareholders of the Company through passed special resolution approved the proposal of the Board for the said split of Shares.

Company has fixed August 08, 2018 as the Record Date / Cut Off Date for determining the eligibility of shareholders to whom shares shall be credited after split of shares in the ratio of 10:1 meaning thereby that shareholders holding shares as on cut off date shall be credited 10 (ten) equity shares for every 1 (one) share held in the Company as on cut off date.

Old ISIN of the Company has been deactivated and in place new ISIN: INE528K01029 was activated by the depositories for the equity shares of the Company.

Shares have been successfully credited into the demat accounts of shareholders holding shares as on cut off date as above and shareholders holding shares in physical form were given fresh share certificates with new distinctive numbers.

ALTERATION OF âCAPITAL CLAUSEâ OF MEMORANDUM OF ASSOCIATION

Pursuant to the sub-division of face value of equity shares of the Company has altered the Capital Clause (Clause V) of the Memorandum of Association of the Company and Clause V of Memorandum of Association was altered and substituted with the a new Clause V to reflect the corresponding changes in the Authorised Share Capital.

Shareholders of the Company have approved such alteration in the Capital Clause of Memorandum of Association at their Extra-ordinary General Meeting held on July 27, 2018.

Post Split of Equity Shares as above Authorised Share Capital of the Company stood at Rs. 46,68,50,000/-(Rupees Forty Six Crores Sixty Eight Lacs Fifty Thousand only) divided into 46,68,50,000 (Forty Six Crores Sixty Eight Lacs Fifty Thousand only) Equity Shares of Re. 1/- each and the Issued, Subscribed and Paid up Share Capital of the Company is Rs. 28,23,60,720/-(Rupees Twenty Eight Crores Twenty Three Lacs Sixty Thousand Seven Hundred and Twenty Only) divided into 28,23,60,720 (Twenty Eight Crores Twenty Three Lacs Sixty Thousand Seven Hundred and Twenty Only) Equity Shares of Re. 1/- each fully paid up.

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 Uttar Pradesh 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 13, 2018 Chairman

Mar 31, 2017

TO THE MEMBERS

The Directors have pleasure in presenting the 13th Annual Report of the Company and the Annual Accounts for the year ended 31st March, 2017.

CORPORATE OVERVIEW

WORKING RESULTS

(Rs.in Lacs)

	Standalone		Consolidated
	2017	2016	2017	2016
Financial Results
Income from operation	42,470.61	53,475.85	42,470.61	57,964.76
Other Operating Income	37.24	20.36	43.80	118.90
Finance Cost	423.53	761.72	423.53	845.10
Depreciation (including amortization)	1,240.86	1,390.50	1,240.86	1,394.51
Profit Before Tax	4,605.17	3,098.67	4,610.47	3,178.86
Tax Expenses (including Deferred Tax)	180.46	239.67	182.28	264.50
Profit After Tax	4,424.71	2,859.00	4,428.19	2,914.36

PERFORMANCE AND OPERATIONAL REVIEW AND STATE OF THE COMPANYâS AFFAIRS

During the year Revenue from Operations stood at Rs.42,470.61 Lacs. Decrease in sales volume was only due to the low demand specifically during the period starting from Demonetisation of Currency Notes. Standalone and Consolidated Net Profit stood at Rs.4,424.71 Lacs and Rs.4,428.19 Lacs respectively. Earnings per Share (EPS) stood at Rs.15.67 (standalone) and Rs.20.34 (consolidated) for the Financial Year ended March 31, 2017. 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 Companyâs 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

SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2017 stood at 2,823.61 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, 2017, none of the Directors of the company hold instruments convertible into equity shares of the Company.

DIRECTORSâ 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.

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 to your Company. 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 Companyâs state of affairs, profits and cash flows for the year ended March 31, 2017.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

LISTING INFORMATION

CREDIT RATING

During the year under review, the Rating agency Brickwork Ratings India Private Limited has assigned BBB-rating for the Companyâs Fund Based Working Capital facilities (long term) and BWR A3 for Non-Fund based working capital facilities (short term).

FIXED DEPOSITS

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

AUDITORS & AUDITORSâ REPORT

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 Auditorsâ Report are self-explanatory and therefore, do not call for any further explanation.

The Auditorsâ Report is annexed hereto and forms part of the Annual Report. The Auditorsâ 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-I to this Directorsâ 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 2015-16 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 2016-17. 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 2017-18.

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

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

PARTICULARS OF EMPLOYEES

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-III.

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-IV.

A report on Corporate Governance together with the Auditorsâ 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

(ii) Corporate Social Responsibility Policy (CSR)

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

(iii) Risk Management Policy

(iv) Whistle Blower Policy - Vigil Mechanism

The details of establishment of the Vigil Mechanism Policy is displayed on the website of the Company www.gallantt.com under the following weblink: http://goo.gl/p2FWPY

SECRETARIAL AUDITORS

Mr. Anurag Fatehpuria, Practising Company Secretary, having office address at 23/1, Sita Nath Bose Lane, Salkia Howrah Pin-711101 has been appointed as Secretarial Auditors of the Company for the FY ended 31.03.2017. The Secretarial audit report received from the Secretarial Auditors is annexed to this report marked as Annexure - VIII 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.

FAMILIARISATION PROGRAMME

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

The details of familiarisation programme have been posted in the website of the Company www.gallantt. com under the weblink: http://goo.gl/GyAOqd.

CODE OF CONDUCT

The full text of the Code is hosted on the Companyâs website www.gallantt.com under the weblink: http:// goo.gl/8Tdjfh.

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 Ispat Limited - Code for Fair Disclosureâ are available on the Companyâs website www.gallantt.com under the weblink: http://goo.gl/CjgTCR.

NUMBER OF MEETINGS OF BOARD AND AUDIT COMMITTEE HELD DURING THE YEAR 2016-2017

Ten (10) meetings of the Board of Directors of the Company were conducted during the financial year and Nine (9) 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. Piyush Kankrania	Chairman	Independent
Mr. Jyotirindra Nath Dey	Member	Independent
Mr. Rajesh Kumar Jain*	Member	Independent
Mr. Tarun Kumar Gupta**	Member	Independent

*Mr. Rajesh Kumar Jain has tendered resignation from the Directorship of the Company effective from October 13, 2016 and consequently relinquished as a member of the audit Committee of the Company.

** Mr. Tarun Kumar Gupta has been appointed as an Additional Director and member of the Audit Committee effective from Match 18, 2017.

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

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

Companies which have become or ceased to be Companyâs subsidiaries, joint ventures or associate Companies during the year:

Sl. No.	Name	Status	Date
1	Shree Surabhi Wheat Products Private Limited	Ceased to be Subsidiary of the Company	29.09.2016
2	Shree Surabhi Flour Mills Private Limited	Ceased to be Subsidiary of the Company	29.09.2016
3	Shikharji Rolling Mills Private Limited	Subsidiary of the Company	18.03.2017
4	Shikharji Steel & Agro Products Private Limited	Subsidiary of the Company	18.03.2017
5	Bhavika Steel Agencies Private Limited	Subsidiary of the Company	18.03.2017
6	Shrinu Agro Private Limited	Subsidiary of the Company	18.03.2017
7	Shrinu Steel Works Private Limited	Subsidiary of the Company	18.03.2017
8	Gyanika Flour Mills Private Limited	Subsidiary of the Company	18.03.2017
9	Satlaj Ispat Private Limited	Subsidiary of the Company	18.03.2017
10	Satlaj Flour Mills Private Limited	Subsidiary of the Company	18.03.2017

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

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 behavior, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility Committee of the Company is constituted of:

Mr. Jyotirindra Nath Dey, Chairman,

Mr. Chandra Prakash Agrawal and

Mr. Prem Prakash Agrawal

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. Prem Prakash Agrawal	Whole-time Director
3	Mr. Santosh Kumar Agrawal	Whole-time Director
4	Mr. Nitin M Kandoi	Whole-time Director
5	Mr. Mayank Agrawal	Chief Executive Director
6	Mr. Amit Jalan	Chief Financial Officer
7	Mr. Nitesh Kumar	Company Secretary

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 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, 2017 are provided in the 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-X.

RISK MANAGEMENT

Financial 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 inventory management and proactive vendor development practices. The Companyâs 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

Human resource risks

UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND AND SHARE APPLICATION MONEY

Following amount of Unpaid Share Application Money and Unpaid Dividend has not been claimed and paid till 31.03.2017:

Nature of Money	Relevant Financial Year	Bank Account Details	Amount lying (In Rs.)
Share Application Money	2010-11	HDFC Bank Account No. 00142300001609	71,900.00
Final Dividend for 2011	2010-11	HDFC Bank Account No. 00142300001876	9,929.00
Final Dividend for 2012	2011-12	HDFC Bank Account No. 00142300002332	5,419.00
Final Dividend for 2013	2012-13	IDBI Bank Account No. 0135103000007344	17,307.00
Final Dividend for 2014	2013-14	IDBI Bank Account No. 0135103000007900	3,026.50
Final Dividend for 2015	2014-15	IDBI Bank Account No. 0135103000008587	3,109.00
Interim Dividend 2016	2015-16	ICICI Bank Account No. 001105026007	3,929.00

Unpaid dividend amounts and share application money are not available for use by the Company. There is no amount due and outstanding to be credited to Investorsâ Education and Protection Fund as on 31.03.2017.

As per the provisions of Section 124 of the Companies Act, 2013, the amount of dividends remaining unclaimed for a period of seven years is to be transferred alongwith shares held in those folios to the Investor Education and Protection Fund. The Company provides / hosts the required details of unclaimed dividend amounts and share application money on its website and also Ministry of Corporate Affairs Website in the relevant Form every year.

BOARD OF DIRECTORS AND SENIOR EXECUTIVE

During the year Mr. Rajesh Kumar Jain (DIN: 02113164) has tendered his resignation from the Directorship of the Company effective from October 13, 2016 and consequent upon his resignation from the Directorship of the Company he also relinquished as a member of the Audit Committee and Nomination and Remuneration Committee of the Board and as a Chairman of the Stakeholders Relationship Committee of the Board. Mr. Tarun Kumar Gupta (DIN: 07767894) has been appointed as an Additional Independent Director of the Company. In terms of Section 161 of the Companies Act, 2013, Mr. Tarun Kumar Gupta holds office up to the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing his name for the office of Director. Accordingly, the Board recommends the resolution in relation to appointment of Mr. Tarun Kumar Gupta as an Independent Director, for the approval by the shareholders of the Company.

Further, Mr. Tarun Kumar Gupta has been appointed as a member of the Audit Committee and Nomination and Remuneration Committee of the Board and as a Chairman of the Stakeholders Relationship Committee of the Board.

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

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. Rajesh Kumar Jain (DIN: 02113164) has tendered his resignation from the Directorship of the Company effective from October 13, 2016 and Mr. Tarun Kumar Gupta (DIN: 07767894) has been appointed as an Additional Independent Director of the Company. Mr. Mayank Agrawal has been working in the capacity of Chief Executive Officer of the Company and his appointment was made as per then existing provisions of the Companies Act, 1956. Appointment of Mr. Mayank Agrawal was aligned with the provisions of new Companies Act, 2013 and he has been reappointed in the same post.

Mr. Amit Jalan had resigned from the post of Chief Financial Officer (CFO) of the Company effective from February 03, 2017. Board of Directors at their meeting held on February 03, 2017 appointed Mr. Anurag Kumar Khetan as a CFO of the Company. Mr. Anurag Kumar Khetan after consenting to work in the capacity of CFO could not join the Company due to his personal reasons (health related issues). Board of Directors has once again appointed Mr. Amit Jalan in the post of CFO of the Company effective from March 18, 2017.

TRANSFER TO RESERVES

Your Directors propose to transfer Rs.4,254.78 Lacs to the General Reserve.

RELATED PARTY TRANSACTIONS

The details of Related Party Transactions during the Financial Year ending 31.03.2017, being armâs 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 weblink : http://goo.gl/9TdDjp

DISASSOCIATION OF SUBSIDIARIES AND DISPOSAL OF STAKE IN SUBSIDIARIES

Pursuant to the review and recommendation of the Audit Committee, Board of Directors of the Company, at their meeting held on September 29, 2016, decided and disposed off entire shareholding held in two Subsidiary Companies viz. M/s. Shree Surabhi Wheat Products Private Limited and M/s. Shree Surabhi Flour Mills Private Limited thereby both the Companies disassociated as Subsidiaries of the Company. Further, during the year Company has acquired eight subsidiaries viz. Shikharji Rolling Mills Private Limited, Shikharji Steel & Agro Products Private Limited, Bhavika Steel Agencies Private Limited, Shrinu Agro Private Limited, Shrinu Steel Works Private Limited, Gyanika Flour Mills Private Limited, Satlaj Ispat Private Limited and Satlaj Flour Mills Private Limited. Company has acquired entire shareholding in these eight subsidiaries in line with the recommendation of the Audit Committee and approval of the Board of Directors.

SCHEME OF AMALGAMATION OF WHOLLY OWNED SUBSIDIARIES

At their meeting held on March 23, 2017, Board of Directors of the Company has approved the Scheme of Amalgamation of Shikharji Rolling Mills Private Limited, Shikharji Steel & Agro Products Private Limited, Bhavika Steel Agencies Private Limited, Shrinu Agro Private Limited, Shrinu Steel Works Private Limited, Gyanika Flour Mills Private Limited, Satlaj Ispat Private Limited and Satlaj Flour Mills Private Limited (together referred to as the âTransferor Companiesâ) with the Gallantt Ispat Limited (hereinafter referred to as the Company/ Transferee Company). Scheme of All the transferor Companies are Wholly Owned Subsidiaries of the Company. Hence, as per the provisions of Section 233 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, Company has filed Scheme of Amalgamation with the Registrar of Companies, West Bengal and Office of the Official Liquidator, Calcutta High Court for their Observation on the same.

Vide its Letter bearing reference no. ROC/ LEGAL/233/2017/455 dated 04.05.2017, the office of Registrar of Companies, West Bengal has issued its observation with the following suggestions:

1. âThe share capital clause of the scheme shall include the class and category of company which enters into the scheme of amalgamation i.e. Holding and a Wholly Owned Subsidiary Companies.

3. The Scheme shall include the clause related to providing Share Exchange Ratio between the Transferor Company and the Transferee Company.

The said suggestion has been duly incorporated in the Scheme of Amalgamation.

Further, the Office of the Official Liquidator, High Court, Calcutta vide its letter bearing reference no. OLMisc./ Amalg./60/714/G dated 05.05.2017 has given its Observation without suggestions.

FINANCE AND ACCOUNTS DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Your Company has adequate systems and processes of internal controls which are commensurate with its size and nature of operations. They have been designed to provide reasonable assurance with regard to recording and providing reliable financial information, complying with applicable statutes, safeguarding of assets, authorization of transactions and adherence to the Companyâs policies and practices.

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.

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 2016-17. This should augur well for your Companyâs 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 of new capacities and technology upgradation 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:

Facility	Unit	Existing Capacity	Expansion in Phase-1	Expansion in Phase-2	Post expansion Proposed Capacity
Sponge Iron	MTPA	99000	198000	148500	445500
SMS	MTPA	167400	162600	165000	495000
Rolling Mill	MTPA	162380	167620	165000	495000
Power	MW	18	25	12.5	55.5
Flour Mill	MTPA	108000	0	0	108000

Fixed Capital Cost Rs.371.28 Crores.

PERSONNEL, INDUSTRIAL RELATIONS AND MARKETING

DECLARATION OF INDEPENDENCE

AWARD AND RECOGNITIONS

During the previous years, Company we have received following awards and reconciliation:

1. Uttar Pradesh âUdyami Samman - 2011â has been awarded by Zee Media House which was presented by Shriprakash Jaiswal, Honâble Coal Minister, Central Government.

2. Awarded âBest Performing Company -2013 in Uttar Pradeshâ by Sahara Samay Media House presented by Shri Akhilesh Yadav, Honâble Chief Minister of U.P.

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, 2017 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 Companyâs operations in future

As such there is no significant and material order by the regulator/court/tribunals impacting the going concern status and the Companyâs 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.

CHANGE IN SHARE CAPITAL

During the year under report there is no change in Share Capital.

INTERNAL FINANCIAL CONTROLS

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 Companyâs policies.

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

FRAUD REPORTING

CORPORATE SOCIAL RESPONSIBILITY (CSR)

ENVIRONMENT AND SAFETY

ACKNOWLEDGEMENT

On behalf of the Board

Place: Kolkata C. P. Agrawal

Date: August 01, 2017 Chairman

Mar 31, 2016

TO THE MEMBERS

The Directors have pleasure in presenting the 12th Annual Report of the Company and the Annual Accounts for the year ended 31st March, 2016.

WORKING RESULTS (Rs. in Lacs)

	Standalone		Consolidated
Financial Results	2016	2015	2016
Income from operation	53,475.85	56,074.10	57,964.76
Other Operating Income	20.36	272.13	118.90
Profit before Interest, Depreciation and Tax	5,254.38	5,481.09	5,425.31
Less: Finance Cost	761.72	960.51	845.10
Profit before Depreciation & Tax	4,492.66	4,520.58	4,580.21
Less: Depreciation (including amortization)	1,390.50	1,459.90	1,394.51
Less: Exceptional and Extraordinary Items	3.49	42.97	6.84
Less: Prior Period Expenses	-	-	-
Profit Before Tax	3,098.67	3,017.71	3,178.86
Tax Expenses	239.67	306.78	264.50
Profit After Tax	2,859.00	2,710.93	2,914.36

OPERATIONAL REVIEW & STATE OF THE COMPANY''S AFFAIRS

At Gallantt Ispat, we continue to optimize production across our portfolio to generate maximum value and remained focused on reducing costs to protect margins. Our strong operational results reflect the quality of our assets, capabilities and resilience to challenging market conditions. To achieve the sales target in the coming years company has expansion plan in Pipeline.

During the year standalone Revenue from Operations stood at Rs. 53,475.85 Lacs and Consolidated Revenue from Operations stood at Rs. 57,964.76 Lacs, Standalone and Consolidated Net Profit stood at Rs. 2,859.00 Lacs and Rs. 2914.36 Lacs respectively. Earnings per Share (EPS) stood at Rs. 10.13 (standalone) and Rs. 10.32 (consolidated) for the Financial Year ended March 31, 2016. This is a reflection of the quality of our assets and growing demand for our products across the region. This spectacular achievement is the result of goal oriented workings, cost effective production, increase in operational efficiency and better working capital management.

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

During the financial year, the Company has altered Memorandum of Association of the Company. Company has aligned the Memorandum of Association as per the new Companies Act, 2013. In the Main Object Clause a new Clause 6 has been added after Clause 5 which reads as under:

6. "To carry on the business activities as developers of land, colonies, sheds, buildings, structures, residential plots, commercial plots, industrial plots and sheds, roads, bridges, channels, culverts and to act as architect, designers, contractors, sub-contractors, for all types of constructions and developments work for private sector, government departments, semi government departments, development authorities and to develop the sites and plots and to carry on the business activities of acquirer, purchaser, repurchase, let out, lease, sell, exchange, hire or otherwise all types of land, and properties of any tenure or any interest in the same or to erect and construct houses, building, multi-stories, or work for every descriptions on any land of the company or upon other land or property and to pull down re-build, enlarge, alter, and improve, existing houses, buildings, or work thereon and to purchasing and selling of houses and plots free hold or other house property, building, or lands or interest, household articles and other products of other companies in the installments, network scheme or otherwise."

Also, Company has amended Clause III B and Clause

III C of the Memorandum of Association by deleting the heading of Clause III B, "OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS:" and replacing it with the heading "Matters which are necessary for furtherance of the objects specified in clause III(A) are:-"

Further, Other Object Clause of the Memorandum has been deleted.

Furthermore, Company has amended Clause IV of the Memorandum of Association. New Clause IV of the Memorandum of Association, be and is hereby amended and replaced to read as under:

"The liability of members is limited and this liability is limited to the amount unpaid, if any, on shares held by them."

Approval of shareholders was obtained through postal ballot and e-voting for above amendment in the Memorandum of Association.

Disposal of Flour Mills Units of the Company

Company has sold and transferred two Flour Mills Units of the Company viz. Flour Mills Unit of the Company located at Gram-Mauja- Chipli, Thana-Durgavati, District-Kaimur (Bhabhua), Bihar (hereinafter referred to as "Bihar Flour Mill") and Flour Mill Unit of the Company located at 60 KM Stone, Gorakhpur-Lucknow Highway, Sabdaiyan Kalan, Basti, Uttar Pradesh (hereinafter referred to as "Basti Flour Mill").

Bihar Flour Mills Unit was sold to Shree Surabhi Wheat Products Private Limited, Subsidiary of the Company. Sale consideration of Rs. 12,70,00,000/- (Rupees Twelve Crore Seventy Lacs only) has been received in full by the Company.

Basti Flour Mills was sold to Shree Surabhi Flour Mills Private Limited, Subsidiary of the Company. Sale consideration is Rs. 10,36,00,000/- (Rupees Ten Crore Thirty Six Lacs only). Company has received in full the amount of consideration.

Company has complied with requisite formalities in this regard.

Sale and Transfer of above plants have been concluded pursuant to the approval of the Shareholders of the Company under Section 180(1)(a) of the Companies Act, 2013 and all other applicable provisions though Postal Ballot and E-voting. The Company had appointed Tanmay Kumar Saha, a qualified Independent Company Secretary, Kolkata (Membership No. 27396) as the Scrutinizer for conducting the Postal Ballot voting process in accordance with the law and in a fair and transparent manner.

The Scrutinizer submitted his report after completion of the scrutiny and the results of the postal ballot were announced on 29/03/2016 and displayed at the Registered Office of the Company. Resolutions have been passed with requisite majority of the shareholders as on date of declaration of result of the postal ballot and e-voting.

DIVIDEND

During the year, your Company has declared and paid Interim Dividend of Rs. 1.00 (One Rupee only) per Equity Share on 2,82,36,072 Equity Shares of Rs. 10 /- each i.e. 10% on each Equity Share of the company, total outgo on account of dividend was Rs. 2,82,36,072 subject to tax. In view of the ongoing expansion plans and new projects, your Directors have considered it financially prudent in the long term interests of the Company to reinvest the profits into the business of the Company and as such no further dividend has been recommended for the year ended 31st March, 2016.

DIRECTORS'' RESPOSIBILITY 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 and there is no material departures from them.

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

e. The directors 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.

LISTING INFORMATION

India Ratings and Research, a Fitch Group Company (hereinafter referred to as "India Ratings") "BB ".

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

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-I 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 2014-15 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 2015-16. 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 2016-17.

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

Particulars of Employees and Related disclosures No employee of the Company is covered under the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. List of top ten employees is given page no.18.

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-II.

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-III.

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 - IV.

(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-V.

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

(iii) Risk Management Policy

(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 victimization. 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 is displayed on the website of the Company www.gallantt.com under the following weblink: http:// gallantt.com/pdfs/Whistle%20Blower%20Policy/GIL/ GIL%2Q-WHISTLE%20BLOWER%2QPOLICY.pdf

SECRETARIAL AUDITORS

Mr. Anurag Fatehpuria, Practicing Company Secretary, having office address at 23/1, Sita Nath Bose Lane, Salkia Howrah has been appointed as Secretarial Auditors of the Company for the FY ended 31.03.2016. The Secretarial audit report received from the Secretarial Auditors is annexed to this report marked as Annexure

- VII 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.

FAMILIARISATION PROGRAMME

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 weblink: http://gallantt.com/pdfs/ Famaliarization/GIL/GIL%20FAMALIALISATIQN.pdf

CODE OF CONDUCT

The full text of the Code is hosted on the Company''s website www.gallantt.com under the weblink: http:// gallantt.com/pdfs/CODE%20OF%20CONDUCT%20GIL. pdf

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, 1992/2015. 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, 1992/2015. Gallantt Ispat Limited - Code for Fair Disclosure'' are available on the Company''s website www.gallantt.com under the weblink: http://gallantt.com/pdfs/Code%20 of%20conduct%20of%20Insider%20Trading/GIL/ GIL%20CODE%20OF%20CONDUCT.pdf NUMBER OF MEETINGS OF BOARD AND AUDIT COMMITTEE HELD DURING THE YEAR 2015-2016

Twelve (12) meetings of the Board of Directors of the Company were conducted during the financial year and Ten (10) 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. P. Kankrania	Chairman	Independent
Mr. J. N. Dey	Member	Independent
Mr. R. K. Jain	Member	Independent

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-VIII.

The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies 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:

Sl. No.	Name	Status	Date
1	Shree Surabhi Wheat Products Private Limited	Subsidiary Company	15.02.2016
2	Shree Surabhi Flour Mills Private Limited	Subsidiary Company	30.03.2016
3	Gallantt Metal Limited	Associate Company	14.05.2015*

-Gallantt Udyog Limited and Gallantt Ispat Limited (Company), both the entities were separately holding Shares in Gallantt Metal Limited. Pursuant to the amalgamation of Gallantt Udyog Limited with the Company, shareholding of Gallantt Udyog Limited in Gallantt Metal Limited were to be consolidated with that of the Company. Hence, post amalgamation, your Company (being Transferee Company) hold more than 20% shareholding in Gallantt Metal Limited.

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

Details of internal financial controls and its adequacy are included in the Management Discussion and Analysis Report, which forms part of the Annual Report.

Sl. No.	Name	Designation
1	Mr. Chandra Preakash Agrawal	Chairman and Managing Director
2	Mr. Prem Prakash Agrawal	Whole-time Director
3	Mr. Santosh Kumar Agrawal	Whole-time Director (Director - Sales & Marketing)
4	Mr. Nitin M Kandoi	Whole-time Director (Director - Plant Operations)
5	Mr. Mayank Agrawal	Chief Executive Officer
6	Mr. Amit Jalan	Chief Financial Officer
7	Mr. Nitesh Kumar	Company Secretary & Compliance Officer

CONSOLIDATED FINANCIAL STATEMENTS

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 behavior, 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. Weblink to access the Whistle Blower Policy-Vigil Mechanism given in this report.

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, Road safety and Environmental sustainability 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. Prem Prakash Agrawal KEY MANAGERIAL PERSONNEL

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

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 as - Annexure-VIII.

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-IX.

BUSINESS RESPONSIBILITY REPORT

RISK MANAGEMENT

Necessary information is provided under Management Discussion and Analysis Report which forms part of the Annual Report.

UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND AND SHARE APPLICATION MONEY

Following amount of Unpaid Share Application Money and Unpaid Dividend has not been claimed and paid till 31.03.2016 :

Nature of Money	Relevant Financial Year	Bank Account Details	Amount lying (In Rs. )
Share Application Money	2010-11	HDFC Bank Account No. 00142300001609	71,900.00
Final Dividend for 2011	2010-11	HDFC Bank Account No. 00142300001876	9,929.00
Final Dividend for 2012	2011-12	HDFC Bank Account No. 00142300002332	5,419.00
Final Dividend for 2013	2012-13	IDBI Bank Account No. 0135103000007344	17,307.00
Final Dividend for 2014	2013-14	IDBI Bank Account No. 0135103000007900	3,026.50
Final Dividend for 2015	2014-15	IDBI Bank Account No. 0135103000008587	3,109.00
Interim Dividend 2016	2015-16	ICICI Bank Account No.001105026007	1,25,19,403.00

Unpaid dividend amounts and share application money are not available for use by the Company. There is no amount due and outstanding to be credited to Investors'' Education and Protection Fund as on 31.03.2016. BOARD OF DIRECTORS AND SENIOR EXECUTIVE

There are no changes in the composition of the Board of Directors from the last Report.

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

Mr. Jyotirindra Nath Dey, Mr. Rajesh Kumar Jain, Mr. Piyush Kankrania and Mrs. Sangeeta Upadhyay 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. Sangeeta Upadhyay has been appointed as Independent Woman Director. Mr. Mayank Agrawal is Chief Executive Officer. Mr. Amit Jalan 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.

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

There is no change in the Directors and Key Managerial Personnel during the year.

All the Independent Directors have given declarations that they meet the criteria required under section 149(6) of the Companies Act, 2013.

TRANSFER TO RESERVES

Your Directors propose to transfer Rs. 2,519.16 Lacs to the General Reserve.

RELATED PARTY TRANSACTIONS The details of Related Party Transactions during the Financial Year ending 31.03.2016, 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 weblink : http://gallantt.com/pdfs/Transaction%20 Policy/GIL/GIL%20POLICY%20ON%20RELATED%20 PARTY%2PTRANSACTIONS.pdf

All Contracts or arrangements with related parties entered into or modified during the financial year were on an arm''s length basis and in compliance applicable provision of the Companies Act, 2013 and the Listing Regulations. All such contracts arrangements have been approved by the Audit Committee. No Material contracts or arrangements with related parties were entered into during the year under review. Accordingly, the disclosure of Related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in form AOC - 2 is not applicable. There are no materially significant transaction with related parties which may have potential with the interest of the Company at large.

ACQUISITION OF SUBSIDIARY AND ASSOCITE COMPANIES

Pursuant to the review and recommendation of the Audit Committee and subsequent approval of the Board of Directors, Company has acquired two subsidiary Companies viz. M/s. Shree Surabhi Wheat Products Private Limited and M/s. Shree Surabhi Flour Mills Private Limited.

By an order dated May 14, 2015, the Honorable High Court at Calcutta has approved the Scheme of Amalgamation of Gallantt Udyog Limited (hereinafter referred to as "GUL/Transferor Company") with the Company (your Company is transferee Company). Transferor Company as well as your Company was holding equity shares in Gallantt Metal Limited. Post amalgamation as above, shareholding of Transferor Company consolidated with that of the Company and thereafter the total shareholding of the Company in Gallantt Metal Limited exceeded 20% and hence, Gallantt Metal Limited became Associate of the Company.

FINANCE AND ACCOUNTS DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

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.

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 2016-17. 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 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:

Capital and Working Capital requirements for the above expansion are projected at Rs. 310.43 Crores.

Phase I Expansion: Capacity in MTPA

Units	Unit	Existing Capacity	Proposed Addition in Capacity	Total Capacity After Addition
Captive Power	MW	18	35	53
DRI	MT	99000	198000	297000
Steel Melt Shop	MT	167400	162600	330000
Rolling Mill	MT	162380	167620	330000

Phase II Expansion:

Capital Expenditure Projections of Rs. 500 Crores to install a new unit is also approved, however, shape, size, location and other relevant factors of new unit shall be decided in due course of time.

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 there under as well as Securities & Exchange Board of India (Listing Obligations

Name	Designation	Ratio to median remuneration of employees
Chandra Prakash Agrawal	Chairman & Managing Director	12.41 : 1
Prem Prakash Agrawal	Whole-time Director	12.41 : 1
Santosh Kumar Agrawal	Director (Sales & Marketing)	12.41 : 1
Nitin M Kandoi	Director (Plant-Operation)	12.41 : 1
Jyotirindra Nath Dey	Independent Director	N.A.*
Rajesh Kumar Jain	Independent Director	N.A.*
Piyush Kankrania	Independent Director	N.A.*
Sangeeta Upadhyay	Independent Director	N.A.*

-Except sitting fees, no remuneration is paid to the Non-executive Independent Director.

(b) Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; and Disclosure Requirements) Regulations, 2015. AWARD AND RECOGNITIONS

During the previous years, Company we have received following awards and reconciliation:

1. Uttar Pradesh "Udyami Samman - 2011" has been awarded by Zee Media House which was presented by Shriprakash Jaiswal, Hon''ble Coal Minister, Central Government.

2. Awarded "Best Performing Company -2013 in Uttar Pradesh" by Sahara Samay Media House presented by Shri Akhilesh Yadav, Hon''ble Chief Minister of U.P.

During the year Company has not received any award. MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

(a) ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year;

Name	Designation	% increase
Chandra Prakash Agrawal	Chairman & Managing Director	10.00%
Prem Prakash Agrawal	Whole-time Director	10.00%
Santosh Kumar Agrawal	Director (Sales & Marketing)	3.86%
Nitin M Kandoi	Director (Plant-Operation)	23.55%
Jyotirindra Nath Dey	Independent Director	N.A.*
Rajesh Kumar Jain	Independent Director	N.A.*
Piyush Kankrania	Independent Director	N.A.*
Sangeeta Upadhyay	Independent Director	N.A.*
Mayank Agrawal	Chief Executive Officer	9.09%
Amit Jalan	Chief Financial Officer	18.72%
Nitesh Kumar	Company Secretary	0.00%

(d) number of permanent employees on the rolls of company : 296 (367 was total no. of Employees during the year)

(e) explanation on the relationship between average increase in remuneration and company performance:

The profit before tax for the financial year ended March 31, 2016 increased by 2.68% and the profit after tax for the financial year ended March 31, 2016 increased by 5.46%, whereas the increase in median remuneration is 14.04%. The average increase in median remuneration is in line with the performance of the company.

(f) comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

The total remuneration of KMP increased by 10.75%, whereas the profit before tax increased by 2.64% and the profit after tax increased by 5.18%.

(g) average percentile increase already made in the salaries of employees other than the managerial personnel in the last- financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

14.09% (non-Managerial personnel) and 1.43% (Managerial Personnel)

(h) comparison of remuneration of each of the Key Managerial Personnel against the performance of the company;

Name	Designation	% increase	Comparison
Chandra Prakash Agrawal	Chairman & Managing Director	10.00%	The profit before tax for the financial year ended March 31, 2016 increased by 2.68% and the profit after tax for the financial year ended March 31, 2016 increased by 5.46%.
Prem Prakash Agrawal	Whole-time Director	10.00%
Santosh Kumar Agrawal	Director (Sales & Marketing)	3.86%
Nitin M Kandoi	Director (Plant-Operation)	23.55%
Mayank Agrawal	Chief Executive Officer	9.09%
Amit Jalan	Chief Financial Officer	18.72%
Nitesh Kumar	Company Secretary	0.00%

(i) the key parameters for any variable component of remuneration availed by the directors;

Company''s financial results, the performance of the business unit, individual performance, skills and competence, fulfillment of various improvement targets or the attainment of certain financial objectives.

(j) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year : NIL (k) We hereby affirm that the remuneration paid to the managerial and non-managerial personnel is as per the Remuneration Policy of the Company approved at the board meeting dated 30.05.2014.

The Remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been provided in the Report.

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, 2016 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, pursuant to the Scheme of Amalgamation of Gallantt Udyog Limited with the Company as approved by the Honorable High Court at Kolkata vide its order dated May 14, 2015, all the assets and liabilities of Gallantt Udyog Limited have been transferred to the Company including Real Estate Division. Now, Real Estate is a new business division of the Company. In line with the same, Company has altered its Memorandum of Association, inter alia, to include Real Estate in the main Object of 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.

CHANGE IN SHARE CAPITAL

During the year under review, Company has concluded amalgamation of Gallantt Udyog Limited (Transferor Company) with the Company. Pursuant to the Scheme of Amalgamation as approved by the Honourable High Court at Kolkata vide its order dated May 14, 2015, inter Company holding of 1,02,45,592 Equity Shares held by Gallantt Udyog Limited in the Company has been cancelled. As per the ratio of exchange 92,15,159 no. of Equity Shares have been allotted to the shareholders of Gallantt Udyog Limited.

Further, post amalgamation Authorized Share Capital of Gallantt Udyog Limited of Rs. 16,50,00,000 (Rupees Sixteen Crore Fifty Lakh only) has been added with the Authorized Share Capital of the Company, thereby the total Authorized Share Capital of the Company increased from Rs. 30,00,00,000/- (Rupees Thirty Crores only) to Rs. 46,50,00,000/- (Rupees Forty Six Crore Fifty Lakh only).

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.

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.

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

FRAUD REPORTING

On behalf of the Board

Place : Kolkata C. P. Agrawal

Date : August 08, 2016 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

Income from operation 47,327.85 41,099.81

Other Income 53.63 2,259.41

Profit before Interest, Depreciation and Tax 4,981.91 5,325.00

Less: Finance Cost 1,541.16 2,093.97

Profit before Depreciation & Tax 3,440.75 3,231.03

Less : Depreciation (including amortization) 1,694.07 1,664.35

Less : Exceptional and Extraordinary Items 27.84 27.86

Less : Prior period Expenses Â 23.46

Profit Before Tax 1,718.84 1,515.36

Tax Expenses 220.85 342.54

Profit After Tax 1,497.99 1,172.82

2. PERFORMANCE REVIEW

During the year your Company has achieved revenue from operations of Rs. 47327.85 Lacs, Net Profit of Rs. 1497.99 Lacs and Earnings per Share (EPS) of Rs. 5.18 for the Financial Year ended March 31, 2014. This is a reflection of the quality of our assets and growing demand for our products across the region. The increase in turnover for the Financial Year 2013-14 by over 15% to Rs. 47327.85 Lacs from Rs. 41099.81 Lacs in the previous year essentially due to exploring the new market and wide acceptance of product of the Company. This spectacular achievement is the result of goal oriented workings, cost effective production, increase in operational efficiency and better working capital management.

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

3. DIVIDEND

The management is pleased to recommend dividend at the rate of Rs. 0.50/- (Fifty Paise only) per Equity Share on 2,92,66,505 Equity Shares of Rs. 10/- each i.e. 5% on each Equity Share of the company, total outgo on account of dividend shall be Rs. 1,46,33,252.50 subject to tax.

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

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. In compliance with the requirements of Clause 49 of the Listing Agreement, a separate Report on Corporate Governance along with the Auditors Certificate on its compliance forms an integral part of 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 No. of the Company is INE528K01011

7. CREDIT RATING

India Ratings and Research, a Fitch Group Company (hereinafter referred to as "India Ratings") has assigned BB- as credit rating. Rating has been upgraded by India Ratings from "B" to "BB-".

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. Anoop Agarwal & Co., 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 5 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. AMALGAMATION OF GALLANTT UDYOG LIMITED WITH THE COMPANY

Board of Directors has, at its meeting held on 12th August, 2013, approved the Scheme of Amalgamation of Gallantt Udyog Limited with the Company. Consequent upon the introduction of new Companies Act, 2013 Board of Directors had reviewed and re-approved the said Scheme of amalgamation on November 25, 2013. Company has complied with the formalities under Clause 24f of the Listing Agreement and filed the required documents along with the said Scheme with the Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE) and Securities and Exchange Board of India (SEBI). Securities and Exchange Board of India (SEBI) has, vide its letter bearing no. CFD/ DIL/HB/MT/14086/2014 dated May 16, 2014, issued its letter of observation/comment to the Company. Bombay Stock Exchange Limited vide its letter bearing no. DCS/ AMAL/BS/24(f)/050/2014-15 dated May 20, 2014 and National Stock Exchange of India Limited vide its letter bearing no. Ref: NSE/LIST/239345-W dated May 21, 2014 have also granted their No Objection to the said amalgamation.

As per the Scheme of Amalgamation as approved by the Board of Directors of both the Companies and sanctioned and cleared by the Stock Exchanges and SEBI, shareholders of Transferor Company will get 5 Equity Shares in the Company for every 6 Equity Shares held in the Transferor Company (in the ratio of 5:6).

13. 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.

14. 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. Prem Prakash Agrawal 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.

15. FINANCE AND ACCOUNTS

The Company has gone through a challenging year which has showed volatility in raw material prices. Even though the core raw material price has declined from its peak level other input costs like labour and other raw materials continued its increasing trend and has affected the profitability. To face this challenge we strive to save cost in all areas of production to offer better competitive price. Our continuous improvement in production process, cutting edge technology, good customer care, strategic marketing planning and better utilization of resources also helped the Company to achieve our growth in profitability.

Company has repaid in full Term Loan amount availed from State Bank of Mysore and State Bank of Patiala. Also, Term Loan availed from State Bank of India is being repaid on time. Consequently, the interest cost has decreased significantly which in turn fetched a remarkable profit. 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.

16. INSURANCE

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

17. PERSONNEL, INDUSTRIAL RELATIONS AND MARKETING

People are considered to be one of most valuable resources and the Company recognizes that working environment motivate employees to be productive and innovative. Your Company took various initiatives for human resource development and has maintained healthy and harmonious industrial relations at all locations. Your Company organized various In-house training programs to equip our human assets. This active process of learning made the employees competent and motivated. Our employees form the backbone, a solid foundation, of our organization. With this solid foundation of employees Company is now looking for a global reach. Industrial relations have remained harmonious throughout the year.

18. AWARD AND RECOGNITIONS

During the Year and the previous year, Company we have received following awards and reconciliation :

1. Uttar Pradesh "Udyami Samman Â 2011" has been awarded by Zee Media House which was presented by Shriprakash Jaiswal, Hon''ble Coal Minister, Central Government.

2 Awarded "Best Performing Company -2013 in Uttar Pradesh" by Sahara Samay Media House presented by Shri Akhilesh Yadav, Hon''ble Chief Minister of U.P.

3. Group has been listed on India''s Super Rich List at 309th position in 2013 by the Business World Magazine.

19. BOARD OF DIRECTORS AND SENIOR EXECUTIVE

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 and Mr. Piyush Kankrania as Independent Directors of your Company up to 5 (five) consecutive years up to 31st March, 2019 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. Sangeeta Upadhyay has been appointed as Independent Woman Director. She can hold office for a term of upto five consecutive years on the Board of Directors of your Company and are not liable to retire by rotation.

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 recom- mend 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. Nitin M Kandoi, liable to retire by rotation at the ensuing Annual General Meeting and eligible for re-election.

Appointment of Mr. Nitin M Kandoi as a Whole-time Director terminates on 9th October, 2014. Pursuant to the provisions of Sections 2(94), 196, 197, 198 and 203 of the Companies Act, 2013, read with Schedule V to the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and all other applicable provisions, Board of Directors of the Company at its meeting held on July 10, 2014 reappointed Mr. Nitin M Kandoi as Whole-time Director of the Company designated as Director (Plant Operation) effective from 9th October, 2014. Above appointments are subject to the approval of the shareholders of the Company.

Mr. Santosh Kumar Agrawal, Brother of Mr. Chandra Prakash Agarwal and Mr. Prem Prakash Agarwal (both the Directors), has been appointed as an Additional Director and pursuant to the provisions of Sections 2(94), 196, 197, 198 and 203 of the Companies Act, 2013, read with Schedule V to the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and all other applicable provisions, Board of Directors of the Company, at the same meeting, appointed him as a Whole-time Director for a period of five years effective from July 10, 2014 designated as Director (Sales and Marketing). Above appointments are subject to the approval of the shareholders of the Company.

Mrs. Madhu Agrawal has been appointed as a Senior Executive (Office Administration-Works) by the Board of Directors of the Company. Mrs. Madhu Agrawal possesses vast experience in the administration and liosioning particularly in day to day management of activities within and outside the organization. She was associated with Gallantt Udyog Limited as a Whole-time Director. Her association with the Company may prove an asset for the Company.

20. UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND AND SHARE APPLICATION MONEY

Following amount of Unpaid Share Application Money and Unpaid Dividend has not been claimed and paid till 31.03.2014 :

Nature of Money Relevant Bank Account Details Amount lying Financial Year (In Rs)

Share 2010-11 HDFC Bank Account 71,900.00 Application Money No. 00142300001609

Final Dividend 2010-11 HDFC Bank Account 9,929.00 for 2011 No. 00142300001876

Final Dividend 2011-12 HDFC Bank Account 5,419.00 for 2012 No. 00142300002332

Final Dividend 2012-13 IDBI Bank Account 7,307.00 No. 00142300002332

Unpaid dividend amounts and share application money are not available for use by the Company. There is no amount due and outstanding to be credited to Investors'' Education and Protection Fund as on 31.03.2014.

21. 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.

22. 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.

23. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the whole hearted and sincere co-operation the Company has received from its customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

On behalf of the Board

Place: Kolkata C. P. Agrawal Date: July 10, 2014 Chairman

Mar 31, 2013

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. WORKING RESULTS

(Rs.in Lacs)

Financial Results 2013 2012

Income from Operation 41''099.81 26''796.11

Other Income 2''259.41 1''798.74

Profit before Interest'' Depreciation and Tax 5''325.00 4''093.06

Less: Finance Cost 2''093.97 1''732.99

Profit before Depreciation & Tax 3''231.03 2''360.07

Less: Depreciation (including amortization) 1''664.35 1''373.93

Less: Exceptional and Extraordinary Items 27.86 27.86

Less: Prior Period Expenses 23.46 12.55

Profit Before Tax 1''515.36 945.73

Tax Expenses 342.54 356.80

Profit After Tax 1''172.82 588.93

2. PERFORMANCE REVIEW

During the year your Company has achieved revenue from operations of Rs. 41099.81 Lacs'' Net Profit of Rs. 1172.82 Lacsand Earnings per Share (EPS) ofRs. 4.38 for the Financial Year ended March 31'' 2013. This is a reflection of the quality of our assets and growing demand for our products across the region. The increase in turnover for the Financial Year 2012-13 by over 53% to Rs. 41099.81 Lacs from Rs. 26796.11 Lacs in the previous year essentially due to exploring the new market and wide acceptance of product of the Company.

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

3. DIVIDEND

The management is pleased to recommend final dividend at the rate of Rs. 0.50/- (Fifty Paise) per Equity Share on 2''92''66''505 Equity Shares ofRs. 10/- each i.e. 5% on each Equity Share of the company'' total outgo on account of dividend shall be Rs. 1''46''33''252.50 subject to tax. Your

Company has allotted 25''00''000 Equity Shares pursuant to conversion of 25''00''000 Zero Coupon Fully Convertible Unsecured Debentures (the FCDs). As per the terms of the issue'' new shares so allotted rank pari passu with the existing equity shares in the Company.

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'' 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.

5. ALLOTMENT OF 25''00''000 EQUITY SHARES PURSUANT TO CONVERSION OF ZERO COUPON FULLY CONVERTIBLE UNSECURED DEBENTURES

Board of Directors of the Company at its meeting held on 25th day of May'' 2013'' inter alia'' has converted 25''00''000 Zero Coupon Fully Convertible Unsecured Debentures (hereinafter referred to as the "FCDs") into 25''00''000 Equity Shares of Rs. 10/- each fully paid up in compliance with Section 81(1A) of the Companies Act'' 1956'' SEBI (ICDR) Regulations'' 2009 and all other applicable laws and regulations. After conversion of FCDs into Equity Shares'' paid up share capital of the Company stood at Rs. 29''26''65''050/- divided into 2''92''66''505 equity shares of Rs. 10 each. New Shares so allotted rank pari passu with the existing equity shares in the Company. Equity Shares allotted have been listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

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. 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. The report on corporate governance as stipulated under Clause 49 of the listing agreements forms part of this report. The requisite certificate from the auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the said clause is 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.

7. LISTING INFORMATION

The Equity Shares in 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 year 2013-14. The ISIN No. of the Company is INE528K01011

8. CREDIT RATING

India Ratings & Research'' a Fitch Group Company has reviewed the credit rating and upgraded it from "D" to "B".

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. Anoop Agarwal & Co.'' 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. LICENSE AGREEMENT

Company has entered into a License Agreement dated 30th March'' 2013 with Gallantt Udyog Limited (Licensor) and pursuant to the agreement'' the Company has been granted leave and license by the Licensor to occupy'' use'' run and operate the Flour Mill unit of the Licensor located at 60 KM Stone'' Gorakhpur-Lucknow Highway'' Sabdaiyan Kalan'' Basti District of Uttar Pradesh with a factory and other utilities along with building structures commonly known as Basti Flour Mill of Gallantt Udyog Limited established in the year 2002 having present production capacity at 72''000 M.T. per annum. Terms and conditions and particulars have been clearly embodied in the said agreement. Company has complied with the requisite formalities for the above license agreement.

14. A PROPOSAL OF AMALGAMATION OF GALLANTT UDYOG LIMITED WITH THE COMPANY

At their meeting held on 30th March'' 2013 Board of Directors of the Company has proposed to amalgamate of Gallantt Udyog Limited with the Company with effect from Transfer Date 01.04.2013 whereby the identity of both Companies would be blended into one single company. Further'' the Board of Directors of the Company at its meeting held on August 12'' 2013 approved the amalgamation of Gallantt Udyog Limited with the Company pursuant to the Scheme under Sections 391-394 of the Companies Act'' 1956 with effect from April 01'' 2013. Gallantt Udyog Limited is forming part of the Promoter Group of the Company having diversified business formats like Agro Segments'' Real Estate'' Steel etc. The Company is in process to file the application with the Hon''ble High Court of Kolkata for its approval. However'' the Scheme is subject to further review.

15. INSPECTION UNDER SECTION 209A OF THE COMPANIES ACT'' 1956

Office ofthe Regional Director'' East'' Ministry of Corporate Affairs (hereinafter referred to as "RD Office" had initiated inspection of Books of Accounts and other statutory records of the Company pursuant to the provisions of Section 209A of the Companies Act'' 1956. Contravention of few provisions of Companies Act'' 1956 have been revealed in the inspection report of the Officer of the RD Office. Company has taken on record the Contraventions so revealed and made good the contraventions in its recrods. Company has compounded the offences under Section 621A of the Companies Act'' 1956 and few Contraventions are under process of compounding.

16. COST AUDIT

The Board of Directors'' in pursuance of an order under section 233B(2) of the Companies Act'' 1956'' appointed M/s. Upendra Tiwari & Associates'' Cost Accountants'' as cost auditors of the Company to carry out the audit of the cost accounts of the Company for the financial year 2012-2013.

17. FINANCE AND ACCOUNTS

The significant rise in raw material cost and other input cost had an adverse effect on the profitability and cash flow. Consequently'' the interest cost has increased with higher bank borrowings. However'' the ratios of Debt/Equity and the Interest covers are expected to be 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.

18. PERSONNEL'' INDUSTRIAL RELATIONS AND MARKETING

There were no work disruptions at the factory or at any other establishments of the Company during the year. Several in-house programme and courses on field management'' motivation'' finance & ERP System etc. were organized. Our employees form the backbone of our organization. People are considered to be one of most valuable resources and the Company recognizes that working environment motivate employees to be productive and innovative. A remuneration policy'' which rewards achievement and is in line with the best industry practices'' is consistently followed. Industrial relations have remained harmonious throughout the year.

19. BOARD OF DIRECTORS

The Board of Directors comprises of Six Directors of which three are Independent Directors. Mr. Rajesh Kumar Jain'' Director of your Company'' retires from the Board by rotation and eligible for re-election.

Appointment of Mr. Chandra Prakash Agarwal as a Managing Director and Mr. Prem Prakash Agarwal as Whole-time Director terminates on 31st March'' 2014. Pursuant to the provisions of Sections 198'' 269'' 309'' 310 and 311 read with Schedule XIII of the Companies Act'' 1956 and all other applicable provisions'' Board of Directors of the Company at its meeting held on August 12'' 2013 reappointed Mr. Chandra Prakash Agarwal and Mr. Prem Prakash Agarwal as Managing Director and Whole-time Director of the Company respectively effective from 1st April'' 2014. Above appointments are subject to the approval of the shareholders of the Company through Special Resolution.

20. GOVERNMENT INCENTIVES AND SUBSIDIES

The State Government of Uttar Pradesh had granted facilities to industries being set up in Uttar Pradesh having investment of above Rs. 100.00 Crores. The incentives were originally granted vide G.O. Numbers 1502/77-6-2006-10 Tax/04 dated June 1'' 2006 which have been elaborated in G.O. Numbers 2941/77-6-2006-10TaxM dated November 30'' 2006'' and further amended from time to time.

Your Company having satisfied and fulfilled the eligibility criteria for getting benefits under the above Scheme and having declared as eligible unit under scheme'' a subsidy of Rs. 24.28 Crores have been disbursed by the Government of Uttar Pradesh as a part disbursement of the subsidies. Further'' that Company has claimed further subsidy to the State Government of Uttar Pradesh pursuant to the investment made in the fixed capital.

Vide their G.O. bearing no. 1674/77-6-ll-10/(Tax) 04 T.C'' 12 dated November 18'' 2011'' State Government of Uttar Pradesh has refused to consider pending applications of the existing Scheme of Subsidies and Incentives given to the Industries having a Fixed Capital Investment of above Rs. 100 Crores as discussed hereinabove.

Being the unconstitutional decision and injustice on the part of the State Government of Uttar Pradesh'' and for getting equal protection of law of land'' your Company has preferred a Writ petition bearing no. 12710/2011 / Misc. Bench dated 17.12.2011 at H''ble High Court of Allahabad'' Lucknow Bench'' Uttar Pradesh.

21. UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND AND SHARE APPLICATION MONEY

Following amount of Unpaid Share Application Money and Unpaid Dividend has not been claimed and paid till 31.03.2013 :

Nature of Money Rielevant Bank Account Details Amount lying Financial Year (InRs.)

Share Application 2010-11 HDFC Bank Account No. 71''900.00 Money 00142300001609

Final Dividend for 2010-11 HDFC Bank Account No. 9''929.00 2011 00142300001876

Final Dividend for 2011-12 HDFC Bank Account No. 10036.50 2012 00142300002332

Unpaid dividend amounts and share application money are not available for use by the Company. There is no amount due and outstanding to be credited to Investors'' Education and Protection Fund as on 31.03.2013.

22. ACKNOWLEDGEMENT

Your Directors would like to express their gratitude for the assistance and co-operation received from Banks'' Government Authorities'' valuable customers'' vendors

and the members of the Company for their continued support and also extend their appreciation to the Employees of the Company at all levels'' for their unstinted commitment'' dedication and team work.

For and 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. WORKING RESULTS (Rs. in Lacs)

Income from operation 26796.11 22,727.69

Other Income 1798.74 2059.68

Profit before Finance Cost, Depreciation and Tax 4065.21 2003.56

Less: Finance Cost 1732.99 625.02

Profit before Depreciation & Tax 2332.22 1378.54

Less: Depreciation (including amortization) 1373.93 553.55

Profit Before Tax 958.29 824.99

Prior Period Expenses 12.55 - Provision for Tax:

- Current 191.73 164.42

- Less - MAT Credit (191.73) (164.42)

- Deferred 356.80 508.88

Profit After Tax 588.94 316.11

Dividend (including Dividend Tax) 155.54 156.06

Balance carried to Balance Sheet 433.40 160.05

2. PERFORMANCE REVIEW

During the year your Company has reported a turnover of 26796.11 Lacs. The operating profit stood at Rs. 4065.21 Lacs. The Profit before Tax and Profit after Tax remains Rs. 958.29 Lacs and Rs. 588.94 Lacs respectively. The Basic Earnings and Diluted Earnings per share were at Rs. 2.20 and Rs. 2.13 respectively for Financial Year 2011-12. Yours Directors are pleased to report a good performance of the Company in terms of both financial and operational performance.

3. DIVIDEND

The management is pleased to recommend final dividend at the rate of Re. 0.50/- (Fifty Paise) per Equity Share on 2,67,66,505 Equity Shares of Rs. 10 /- each i.e. 5% on each Equity Share of the company, total outgo on account of dividend shall be Rs. 1,33,83,252.50 subject to tax.

4. DIRECTORS' RESPOSIBILITYSTATEMENT

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 ofthe 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.

5. ISSUE OF 25,00,000 ZERO COUPON FULLY CONVERTIBLE UNSECURED DEBENTURES

During the year under report your Company concluded a Preferential Allotment of 25,00,000 Zero Coupon Fully Convertible Unsecured Debentures (the "FCDs") of Rs. 10/- each for cash at a price of Rs. 160/- per Equity Share including a Premium of Rs. 150/- each) aggregating to Rs. 40.00 Crores. Company has obtained In-principle Listing Approval from Bombay Stock Exchange Limited and National Stock Exchange of India Limited. As per the terms of the issue, FCDs shall be compulsorily converted into 25,00,000 Equity Shares of Rs. 10/- each within a period of eighteen months from the date of allotment of FCDs. Members of the Company at their meeting held on 5th November, 2011 has approved the issue and allotment of the FCDs. Price at which FCDs have been issued and other terms and conditions is determined as per Section 81(1A) of the Companies Act, 1956 and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

To give effect to the conversion of FCDs into Equity Shares and to meet future requirements, the Authorized Share Capital of the Company has been increased from Rs. 28.00 Crores to Rs. 30.00 Crores only.

6. UTILISATION OF FCDs PROCEEDS

Company has procured Rs. 40,00,00,000/- (Rupees Forty Crore only). As per the terms and object of the Issue entire funds have been utilized in meeting working capital requirements of the Company and other Corporate purposes including repayment of Unsecured Loan taken by the Company.

Total Issue size of the FCDs was of Rs. 40,00,00,000/- (Rupees Forty Crore only) which was as per the terms of the Issue of FCDs was utilized in the following manner:

Head of Issue proceeds utilized Amount Utilised (Amount in Rs.)

Meeting Working Capital

Requirements 37,00,00,000/-

Other Corporate Purposes including Repayment of

Unsecured Loan taken. 3,00,00,000/-

7. CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges and accordingly 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.

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 2012-13. The ISIN No. of the Company is INE528K01011

9. CREDIT RATING

Company has appointed Fitch Ratings India Private Limited (hereinafter referred to as "Fitch") as Credit Rating agency. Fitch has assigned rating 'D' for Financial Assistance from Lenders. However, the management of the Company has not accepted the ratings so assigned and prefer the same for review by the Committee of Fitch.

10. FIXEDDEPOSITS

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

11. 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.

12. AUDITORS & AUDITORS' REPORT

M/s. Anoop Agarwal & Co., 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.

13. PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING ANDOUTGO

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.

14. CORPORATE SOCIAL RESPONSIBILITY

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.

15. PERSONNEL, INDUSTRIAL RELATIONSAND MARKETING Our employees form the backbone of our organization. A remuneration policy, which rewards achievement and is in line with the best industry practices, is consistently followed. Training to improve on the job skills is an integral part of our human resource policy and is practiced across all functions within the organization. Industrial relations have remained harmonious throughout the year.

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.

16. BOARDOFDIRECTORS

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

With effect from February 14, 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. Piyush 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. Piyush Kankrania was introduced in the various Committees of the Board. Mr. Piyush Kankrania 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.

17. STATUS OF THE PROJECTS

Captive Power Plant and Structural Mill Unit (forming part of Re-rolled products unit) started commercial operation from July 25, 2011 and April 12, 2012 respectively. Other Units of the project are already operational.

18. REDETERMINATION INTHE PRODUCTION CAPACITY Production capacity of various units of the Company has

been re-determined as under.

i. Steel Melt Shop (Re-Rolled products): 1,18,800 MTPA

ii. Rolling Mill (M.S.Billets) : 1,18,800 MTPA

iii. Flour Mill : 1,18,800 MTPA

iv. Sponge Iron (DRI) : 99,000 MTPA

v. Captive Power Plant (CPP): 18 MW

19. GOVERNMENT INCENTIVES AND SUBSIDIES

The State Government of Uttar Pradesh had granted facilities to industries being set up in Uttar Pradesh having investment of above Rs. 100.00 Crores. The incentives were originally granted vide G.O. Numbers 1502/77-6- 2006-10 Tax/04 dated June 1, 2006 which have been elaborated in G.O. Numbers 2941/77-6-2006-10 Tax/04 dated November 30, 2006, and further amended from time to time.

Your Company having satisfied and fulfilled the eligibility criteria for getting benefits under the above Scheme and having declared as eligible unit under scheme, a subsidy of Rs. 24.28 Crores have been disbursed by the Government of Uttar Pradesh as a part disbursement of the subsidies. Further, that Company has claimed further subsidy to the State Government of Uttar Pradesh pursuant to the investment made in the fixed capital.

Vide their G.O. bearing no. 1674/77-6-11-10/(Tax) 04 T.C.- 12 dated November 18, 2011, State Government of Uttar Pradesh has abolished the existing Scheme of Subsidies and Incentives given to the Industries having a Fixed Capital Investment of above Rs. 100 Crores as discussed hereinabove.

Being the unconstitutional decision and injustice on the part of the State Government of Uttar Pradesh, and for getting equal protection of law of land, your Company has preferred a Writ petition bearing no. 12710/2011 / Misc. Bench dated 17.12.2011 at Honorable High Court of Allahabad, Luck now Bench, Uttar Pradesh.

20. SHARE CAPITAL

Authorized Share Capital of the Company has been increased from Rs. 28.00 Crores to Rs. 30.00 Crores. At the end of the 2011-12, your Company's Paid-up Equity Share Capital remained at Rs. 26,76,65,050/- (comprising of 2,67,66,505 Equity Shares of Rs. 10/- each).

20. PROMISE VIS-A-VIS PERFORMANCE

Si Project Unit Expected Date of Actual Date of Reason for delay,

1 . Setting up of Flour Mill March, 2009 March, 2009 N.A.

2 . Setting up of Mild Steel Billets May, 2009 May, 2009 N.A.

3. Setting up of Re-Rolled Products May, 2009 May, 2009 N.A.

4. Setting up of Structural Mill Unit March,2011 April, 2012 Delay is due to technical reason.

5. Setting up of Sponge Iron September,2010 October,2010 Commercial Operation manufac turing unit started from

3rd October, 2010.

6. Setting up of Captive Power Plant March, 2011 July, 2011 Delay in availability and supply ofthe parts and machineries for the Captive Power Plant.

22. ACKNOWLEDGEMENT

Your Directors would like to record its appreciation for the co-operation and support received from its employees, shareholders, Government agencies and all stakeholders.

On behalf of the Board

Place : Kolkata C.P. Agarwal

Date : August 13, 2012 Chairman

Mar 31, 2011

Dear 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 22,727.69 12245.61

Other Income 2059.68 301.50

Profit before Interest, Depreciation and Tax 1993.97 591.39

Less: Interest 615.43 200.84

Profit before Depreciation & Tax 1378.54 390.55

Less: Depreciation (including amortization) 553.55 383.36

Profit Before Tax 824.99 7.19

Provision for Tax:

- Current 164.42 1.11

- Deferred 344.46 455.56

Earlier Year - 0.09

Profit After Tax 316.11 (449.57)

Dividend (including Dividend Tax) 156.06 -

Balance carried to Balance Sheet 160.05 -

2. PERFORMANCE REVIEW

During the year your Company has reported a turnover of 22,727.69 Lacs. The Profit before Tax and Profit after Tax remains Rs. 824.99 Lacs and Rs. 316.11 Lacs respectively. 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.

3. DIVIDEND

The management is pleased to recommend final dividend at the rate of Re. .50/- (Fifty Paise) per Equity Share on 2,67,66,505 Equity Shares of Rs. 10 /- each i.e. 5% on each Equity Share of the company, total outgo on account of dividend shall be Rs. 1,33,83,252.50 subject to tax. Irrespective of under installation condition and non- completion of the total integration of the project during the fiscal 2011, your Company generated and earned a handsome amount of profit after tax. Gallantt Ispat believes that profitability must go hand in hand with a sense of responsibility towards all shareowners and other stakeholders. Hence, as a measure of rewarding shareowners and providing a current return on their investment, your Board of Directors recommended a dividend @ 5% on Equity Shares. 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, 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.

5. INITIAL PUBLIC OFFERING OF EQUITY SHARES

During the year under report your Company concluded an Initial Public Offerings ("Issue") of 81,00,208 Equity Shares of Rs. 10/- each for cash at a price of Rs. 50/- per Equity Share including a Share Premium of Rs. 40/- per Equity Share aggregating to Rs. 40,50,10,400/- comprising of 14,00,000 Equity Shares of Promoter Contribution and net offer to the public was 67,00,208 Equity Shares. Issue opened on September 22, 2010 and closed on September 24, 2010. The Issue has received 4255 applications for 97,57,000 Equity Shares resulting in 1.44 times subscription (before technical rejections). Basis of Allotment was approved by the Bombay Stock Exchange Limited (Designated Stock Exchange) and shares were allotted on October 05,2010 to the successful investors. On complying with the formalities of Stock Exchanges, Depositories, SEBI and other authorities and bodies, Equity Shares of the Company got listed with both the Stock Exchanges viz. Bombay Stock Exchange Limited and National Stock Exchange of India Limited and started trading from October 11,2010.

6. UTILISATION OF IPO PROCEEDS

Under the IPO, Company has allotted 81,00,208 Equity Shares and procured Rs. 40,50,10,400/- (Rupees Forty Crore Fifty Lac Ten Thousand and Four Hundred only). As per the terms and object of the Issue entire funds have been utilized in the project of the Company including utilization of Rs. 33,50,10,400/-(Rupees Thirty Three Crore Fifty Lac Ten Thousand and Four Hundred only) for repayment of the unsecured loan taken for the project of the Company.

7. CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges and accordingly 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.

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 INE528K01011

9. CREDIT RATING

Company has appointed Fitch Ratings India Private Limited (hereinafter referred to as "Fitch") as Credit Rating agency. Fitch has assigned rating 'B (ind)' for Long Term Loan of Rs. 124 Crores (Rupees One Hundred Twenty Four Crore only) and 'F4(ind)' for Non-Fund Based Limits of Rs. 2 Crores (Rupees Two Crores).

10. FIXED DEPOSITS

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

11. 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.

12. AUDITORS & AUDITORS'REPORT

M/s. Anoop Agarwal & Co., 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.

13. 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.

14. 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.

15. BOARD OF DIRECTORS

The Board of Directors comprises of Six Directors of which three are Independent Directors. Mr. Prem Prakash Agarwal, Director of your Company, retires from the Board by rotation and eligible for re-election.

During the year no changes took place on the Board of Directors of the Company. During the year the Board of Directors met fourteen times.

16. GROUP COMING WITHIN THE DEFINITION OF GROUP AS DEFINED IN THE MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969 (MRTP)

Persons constituting "group" as defined under the MRTP for the purpose of Regulation 3(l)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended from time to time, include, those given in Annexure 'A which is attached herewith and forms part of this Annual Report.

17. COMMENCEMENT OF PROJECT

The status of progress made on various projects of the Company was as under:

Flour Mill Unit:

It started commercial production of Flour for domestic consumption in March, 2009 with capacity of 1,08,000 MTPA. Your Company proposes to expand its capacities by another 72,000 MTPA taking the total capacity to 1,80,000 MTPA.

Iron & Steel Unit:

Your Company have different steel divisions like Mild Steel Billets (Steel Melt Shop) with a capacity of 1,62,380 MTPA, and Re-rolled Products (TMT) with a capacity of 1,67,400 MTPA and Sponge Iron Plant with a capacity of 99,000 MTPA.

Steel Melt Shop Unit and TMT Unit started commercial operation from May, 2009 whereas Sponge Iron Unit started operation from October, 2010.

Captive Power Plant Unit:

Considering the power requirements of our existing manufacturing facilities, our Company has set up 18 MW Captive Power Plant to meet its present requirements of power. Captive Power Plant started commercial operation from July 25, 2011.

18. GOVERNMENT INCENTIVES AND SUBSIDIES

The State Government of Uttar Pradesh had granted facilities to industries being set up in Uttar Pradesh having investment of above Rs. 100.00 Crores. The incentives were originally granted vide G.O. Numbers 1502/77-6- 2006-10 Tax/04 dated June 1, 2006 which have been elaborated in G.O. Numbers 2941/77-6-2006-10 Tax/04 dated November 30, 2006, and further amended from time to time. Incentives and Subsidies at a glance:

- 20% subsidy of fixed capital investment.

- Reimbursement of the actual amount incurred on the development of infrastructure facilities like Land, Road, Power, Water etc. (maximum 10% of fixed capital investment)

- 5% additional subsidy of fixed capital investment being first unit under this scheme.

- Transport subsidy for 15 years equivalent to freight paid on import from outside the state on Raw materials i.e. Iron Ore.

- Interest free loan equivalent to Sales Taxes/Commercial Taxes (UPVAT) Amount for a period of 15 years, repayable after 15 years.

- Land on actual cost and concessional rates of registration.

- Entry tax exemption on plant and machinery, spare parts and capital goods.

- Exemption of Mandi Tax - 2% on Wheat purchase. Company has received subsidy to the tune of Rs. 24.28 Crores from the State Government of Uttar Pradesh till March 31, 2011.

19. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for cooperation and assistance received from Government of India, State Government of Uttar Pradesh, Government of West Bengal, and the shareholders, customers, suppliers, Bankers, the Central Government and the State Government agencies during the year under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company.

On behalf of the Board

C.P.Agarwal

Chairman

Place :Kolkata

Date: August 02, 2011

Mar 31, 2009

The Directors have pleasure in presenting the 5th Annual Report of the Company and the Annual Accounts for the year ended 31st March, 2009.

1 WORKING RESULTS

(Amount in Rupees]

Financial Results 2009

Income from operation 3,10,56,544.00

Other Income 2,37,262.00

Increase in Stock 11,57,771.00

Profit before Depreciation and Tax 30,32,561.95

Less: Depreciation 6,35,203.00

Profit Before Tax 23,97,358.95

Provision for Tax:

- Income Tax 2,46,191.00

- Deferred 31,87,668.00

- Fringe Benefit tax 2,16384.00

Expenses related to earlier year 7,161.00

Profit After Tax (12,60,045.05)

2. OPERATIONS AND PERFORMANCE

During the year under Report your Company has successfully commenced commercial production. Company has accomplished an overall good progress with comprehensive advancement on all implementation fronts surpassing several significant milestones. The engineering, procurement and contracting activities are being completed. Within a short span of operation Company has reported a Turnover of Rs. 3.11 Crores and Profit Before Tax of Rs. 23.97 Lacs which is really remarkable.

3. DIVIDEND

Since, the Company has not commenced revenue operations your Board of Directors could not recommend the 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:

GALLANTT ISPAT LIMITED

OFFICE : BARGADWA, VIKASNAGAR, GORAKHPUR - 273007 (U.P.) Tel.: 05513293196, 05513293181, Fax : 05512261154

REGD. OFFICE: "ASHYANA", 29C, Bentinck Street, Kolkata 700 069 elefax : 033-2231 2429, e-mail: [email protected], Website: www.gallantt.com

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, 2009.

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.

5. FIXED DEPOSITS

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

6. DIRECTORS

Mr. Chandra Prakash Agarwal, Director of the Company [longest in the office) is determined to be a Director to retire by rotation and is being eligible offers himself for reappointment.

7. MERGER OF COMPANIES

During the year under report pursuant to the scheme of arrangement approved by the Honble High Court at Kolkata vide its order dated 8th April, 2009, the Companies namely Zircon Commercial Private Limited, D. R. Advisoiy Services Private Limited, Mantra Vanijya Private Limited, Dynasty Sales Private Limited, Sridhar Tie-up Private Limited, Sanhati Trade-Link Private Limited and Mrinmoyee Sales Private Limited (all the transferor Companies] have been amalgamated with GALLANTT ISPAT LIMITED (the Transferee Company] with effect from 1st April, 2008. The certified copy of the aforesaid order has been filed with the Registrar of Companies, West Bengal on 29th April, 2009 and thus the scheme has become operational. Accordingly all the assets and liabilities of the transferor companies as existing on 1st April, 2008 have been vested with the Company at book value. Further, as per the scheme of arrangement as ordered by the Honble High Court at Kolkata, 4,50,000 Equity Shares have been allotted to the Equity Shareholders of the erstwhile transferor Companies.

8. 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.

9. AUDITORS & AUDITORS REPORT ^F5^

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 (1] (B] 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.

10. INDUSTRIAL RELATIONS

The Company continued to maintain cordial relation with the employees. The Directors express their appreciation for the very good co-operation received from all sections of all Associates/Officers of the Company.

11. ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Companys shareholders, suppliers, Bankers, the Central Government and the State Government agencies for their co-operation extended to the Company. Your Directors also wish to place on record their acknowledgement of the committed efforts of the Executive Staff and workers at all levels in implementing the projects of the Company.

for and on behalf of the Board

DIRECTOR DIRECTOR

Place: Kolkata

Date: 27th July 2009

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