Prakash Industry

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BOARD OF DIRECTORS Shri V. P. Agarwal Chairman
Shri Vikram Agarwal Managing Director
Shri Kanha Agarwal Joint Managing Director
Shri M.L. Pareek Whole - time Director & CEO
Shri P.L. Gupta Whole - time Director & CFO
Shri K. C. Mehra Independent Director
Dr. S. L. Keswani Independent Director
Shri Y.N. Chugh Independent Director
Shri M.R. Agarwal Independent Director
Smt. Purnima Gupta Independent Director
COMPANY SECRETARY Shri Ashwini Kumar
STATUTORY AUDITORS Chaturvedi & Co.
Chartered Accountants
BANKERS Corporation Bank
Kotak Mahindra Bank
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REGISTERED OFFICE
15 Km. Stone, Delhi Road,
Hissar - 125044 (Haryana)
CORPORATE OFFICE
SRIVAN
Bijwasan,
New Delhi - 110 061
WORKS
Champa (Chhattisgarh)
Raipur (Chhattisgarh)
Kashipur (Uttarakhand)
Koira, Distt. Koenjhar (Odisha)
Muppandal (Tamil Nadu)
WEBSITE
www.prakash.com
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DIRECTORS REPORT
Dear Shareholders, sponge iron capacity by setting up one more Rotary Kiln
Your Directors present the 36th Annual Report together with which has since commenced production. The full
the Audited Statement of Accounts of the Company for the performance impact of capacity expansion will be visible in
year ended 31st March, 2017. the current financial year. The Company has also
recommissioned its structural mill at Raipur for manufacture
FINANCIAL RESULTS of heavy and medium structurals which will have a more
(C in Crores) diversified product mix.
For the year For the year Further, as a step towards securing the supplies of its key
ended ended inputs, the Company has obtained coal linkages and
31st March, 31st March, executed Fuel Supply Agreement (FSA) with Coal India Ltd.
2017 2016* for its steel and power operations for a period of 5 years
Gross Sales 2414.80 2281.20 and the supplies under the FSAs have already commenced.
Other Income 3.32 4.81 The performance of the Rigid PVC Pipe division was also
Total Income 2418.12 2286.01 satisfactory during the year under review. The division
EBIDTA 264.50 194.65 achieved record production during the year. Encouraged by
Depreciation 103.03 101.81 the growth trajectory witnessed in the PVC Pipe industry,
Financial Expenses 73.07 69.45 the Company has undertaken capacity expansion in the
Profit before exceptional item 88.40 23.39 division, which is in advanced stage of implementation.
and tax
FUTURE PROSPECTS
Provision for Taxes 7.40 0.01 The Company continues to focus on its objective to enhance
Profit after tax 81.00 23.38 and balance the capacities in its steel and power businesses
Other Comprehensive Income (2.65) (3.41) in order to optimize its integration level. In this direction, the
fifth Sponge Iron Rotary Kiln has been successfully
Total Comprehensive Income 78.35 19.97
commissioned. With this, the Company has become self-
Balance brought forward 22.20 9.51 reliant with respect to its requirement of Sponge Iron in its
100.55 29.48 Steel Melting Shop Division. The new Rotary Kiln has also
MAT Credit reversal 17.09 7.28 enhanced the power generation capacity by additional 15
MW through the Waste Heat Recovery route by harnessing
Carried over to next year 83.46 22.20
the effluent gases of the Kiln. The Company is also taking
* Figures are re-grouped as per IND-AS steps to further modernize its existing steel furnaces by
PERFORMANCE setting up new energy efficient furnaces. Further the
Sirkaguttu Iron Ore Mine was allotted to the Company in
During the year under review, the Company has achieved the state of Odisha and the Company has already executed
Gross sales revenue of C 2415 crores as against C. 2281 the mining lease with the State Government during the last
crores in the previous year. The EBIDTA for the year was quarter of the financial year under review and the mine is
C 265 crores in comparison to C 195 crores in the previous expected to be operational in the current year, which shall
year reflecting a growth of more than 35%. After providing improve the performance quotient of the Company to a
for interest, depreciation and tax, the profit after tax of the significant extent. Considering capacity expansion in the
Company jumped 3.5 times to C 81 crores as against steel and power segments, the production volumes are
C 23 crores in the previous year. expected to grow by over 30% in the current financial year
OPERATIONAL REVIEW which is likely to translate to higher sales and profitability.
Your Directors have pleasure in informing that the In view of the colossal growth prospects in PVC Pipes
performance of the Company has attained turnaround during business, the Board of your Company has decided to
the year under review. The production volumes in the steel demerge the PVC Pipe business into a separate entity,
segment have been higher by 15% and backed by various which shall enable the business to grow independently with
cost control majors undertaken by the Company, the focused vision, strategies and operations, and also
operating margins have improved to 12 % against 9% in the contribute significantly towards unlocking the potential value
previous year. During the year, the Company enhanced its of the business for the shareholders in the coming times.
Steel Melting Shop capacity by installing new furnaces and
DIVIDEND
modernizing & replacing some of the existing furnaces with
energy efficient furnaces. The steel capacity of the Company After careful assessment of the available profit during the
is now close to 1 million MT per annum and the Company financial year ended 31st March, 2017, your Directors have
is now geared to meet the demand growth in the industry. not recommended any dividend for the financial year ended
The Company successfully completed expansion of its 31st March, 2017.
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ENVIRONMENT AND SOCIAL RESPONSIBILITY DETAILS OF SUBSIDIARY COMPANIES, JOINT
VENTURES AND ASSOCIATE COMPANIES
Your Company has always believed in an integrated
approach for embedding environment in sustainable business No Company has become or ceased to be its subsidiary,
goals & has continually focussed on an effective joint venture or associate company during the financial year
Environmental Management System. The Company has ended 31 st March,2017. The Company's policy for
integrated the environmental concerns and decision making determining material subsidiaries is available at
towards achieving its goals. It has taken effective steps to www.prakash.com.
spread environmental awareness among its employees and
AMOUNT CARRIED TO ANY RESERVE (IF ANY)
has always encouraged them to work in an environmentally
responsible manner to fulfill the environmental commitment The Company had not carried any amount to any reserve
of the Company towards its clients, customers & the public. from its Profit & Loss account for the current financial year.
Company has insisted on consistent improvement in the CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE
environmental performance by minimizing the social impact COMMITTEE
and damage to environment by periodically reviewing the In compliance with the requirements of Section 135 of the
environmental policy of the Company in light of its current Act, read with the Companies (Corporate Social
and planned future activities. Some of the key areas towards Responsibility Policy) Rules, 2014, the Board of Directors
fulfillment of its environmental responsibility are management have constituted a Corporate Social Responsibility (CSR)
of natural resources, energy management, carbon emission Committee. The details of membership of the Committee &
reduction, conservation of water resources & waste the meetings held are detailed in the Corporate Governance
management. The Company is committed to provide a safe Report, forming part of this Report.
and healthy workplace to its employees by operating in
compliance with all relevant environmental legislation and by The details of CSR activities during the year are given in the
adopting the environmental best practices. In addition to Annexure I to this report.
complying with all applicable environmental laws and BOARD EVALUATION
regulation, the Company is committed to maintain 'Zero'
The Board of Directors have laid down the manner for
discharge pattern by installation of Effluent Treatment Plant
carrying out an annual evaluation of its own performance,
& Sewage Treatment Plant, installation of Continuous
its various Committees and individual directors pursuant to
Emission Monitoring System to monitor pollution level,
the provisions of the Act and relevant Rules and the
setting up well equipped Environmental Laboratory for Air &
Corporate Governance requirements are in compliance with
Water and practicing hazardous waste & solid waste
Regulation 17 of Listing Regulations, 2015. The performance
management. Corporate Social Responsibility (CSR) is
of the Board was evaluated by the Board after seeking inputs
another integral part of the Company's business since
from all the Directors on the basis of various criteria such
inception. The Company's initiatives towards fulfilling its
as Board Composition, process, dynamics, quality of
Corporate Social Responsibility includes promoting
deliberations, strategic discussions, effective reviews,
education facilities, developing primary health centers,
committee participation, governance reviews etc. The
providing medical aid, maintaining sports hub, places of
performance of the Committees was evaluated by the Board
worship, generating employment opportunities for the local
after seeking inputs from the Committee members on the
people, recreation facilities and emphasis on plantation etc.
basis of criteria such as Committee composition, process,
MATERIAL CHANGES AND COMMITMENTS AFFECTING dynamics, deliberation, strategic discussions, effective
THE FINANCIAL POSITION OF THE COMPANY reviews etc. The Nomination and Remuneration Committee
There were no material changes and commitments affecting reviewed the performance of the individual Directors on the
the financial position of the Company between the end of basis of the criteria such as transparency, analytical
the financial year of the Company to which the financial capabilities, performance, leadership, ethics and ability to
statements relate and the date of the report. take balanced decisions regarding stakeholders etc.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS NUMBER OF MEETINGS OF THE BOARD

PASSED BY THE REGULATORS OR COURTS OR The details of the Board Meetings and other Committee
TRIBUNALS IMPACTING THE GOING CONCERN STATUS Meetings held during the financial year 2016-17 are given in
AND COMPANY'S OPERATIONS IN FUTURE the separate section of Corporate Governance Report.
There are no significant and material orders passed by the DIRECTORS
regulators or courts or tribunals which impact the going The Company has received declaration from all the
concern status and Company's operations in future. Independent Directors of the Company confirming that they
CHANGE IN NATURE OF BUSINESS, IF ANY. meet with the criteria of independence as prescribed under
sub-section (6) of Section 149 of the Act and as per SEBI
There are no changes in the nature of business in the (Listing Obligations and Disclosure Requirements)
financial year 2016-17. Regulations, 2015 (Listing Regulations. 2015) .
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DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) IV. The Board of Directors have laid down internal financial
controls to be followed by the Company and that such
The following three persons are the Key Managerial
internal financial controls are adequate and were
Personnel of the Company as per the provisions of Section
operating effectively.
203 of the Companies Act, 2013.
V. The Board of Directors have devised proper systems to
i) Shri M.L. Pareek, Chief Executive Officer
ensure compliance with the provisions of all applicable
ii) Shri P.L. Gupta, Chief Financial Officer laws and that such systems were adequate and
iii) Shri Ashwini Kumar, Company Secretary operating effectively.
Pursuant to Section 134(3)(q) read with Rule 5 of AUDITORS & AUDITORS REPORTS
Companies (Appointment and Remuneration of Managerial i) Statutory Auditors
Personnel) Rules 2014, the Remuneration and other details
The Company's Auditors, M/s Chaturvedi & Co., Chartered
of Key Managerial Personnel and other employees for the
Accountants, (FRN : 302137E), were appointed as the
year ended 31st March, 2017 are annexed to this report.
Statutory Auditors of the Company for a period of five years
In accordance with the provisions of the Companies Act, at the 35th Annual General Meeting of the Company, upto
2013 and Articles of Association of the Company, Shri the conclusion of the 40th Annual General Meeting of the
M.L.Pareek retires by rotation at the ensuing Annual Company, subject to ratification by members at every
General Meeting and being eligible, offers himself for Annual General Meeting of the Company. They have
reappointment. confirmed their eligibility under Section 141 of the Act
BOARD COMMITTEES and the Rules framed thereunder for reappointment as
Auditors of the Company. As required under Regulation
All Committees of the Board of Directors are constituted 33 of the Listing Regulations, 2015 the Auditors have also
in line with the provisions of the Companies Act, 2013 and confirmed that they hold a valid certificate issued by the
applicable regulations of SEBI (Listing Obligations and Peer Review Board of the Institute of Chartered Accountants
Disclosure Requirements) Regulations, 2015. of India.
FIXED DEPOSITS The Auditors in their Report to the members, have given
Company has not accepted any deposits during the year three qualified opinions and the explanations of Board with
under review. respect to it in pursuant to section 134( 3) (f) of Companies
Act 2013 are as follows:
DIRECTORS RESPONSIBILITY STATEMENT
Explanations response to Point (a) of Independent Auditors
Your Company's Directors make the following statement in Report
terms of sub-section (5) of Section 134 of the Companies
Act, 2013, which is to the best of their knowledge and The net deferred tax liability computed in terms of Ind AS-
belief and according to the information and explanations 12 "Income Tax" amounting to C 236 Lakhs has been
obtained by them: adjusted against Securities Premium Account. This has
been in terms of Hon'ble Punjab & Haryana High Court
I. The financial statements have been prepared in order dated 23rd August, 2007.
conformity with the applicable Accounting Standards
and requirements of the Companies Act,2013, (the Act) Explanations response to Point (b) of Independent Auditors
to the extent applicable to the Company; on historical Report
cost convention; as a going concern and on accrual The Company had restructured Foreign Currency
basis. There are no material departures in the adoption Convertible Bonds (FCCB) of US $ 35.70 mn as per terms
of the applicable Accounting Standards. accepted by FCCB holders. The Company has partly
II. The Board of Directors have selected such accounting paid interest on the same upto 30th September, 2015.
policies and applied them consistently and made The Company has initiated discussions with the
judgments and estimates that are reasonable and bondholders for waiver of the interest and restructuring
prudent so as to give a true and fair view of the state of these FCCB for further period of five years, which is
of affairs of the Company at the end of the financial in advanced stage. Accordingly, no provision of interest
year and of the profit of the Company for that period. has been made in the books of accounts on these FCCB
towards unpaid interest dues and matured FCCB of
III. The Board of Directors have taken proper and sufficient C 15756 Lakhs are continued to be shown as "Non-Current
care for the maintenance of adequate accounting Liabilities"
records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for Explanations response to Point (c) of Independent Auditors
preventing and detecting fraud and other irregularities. Report
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Considering the future profitability and taxable position in RELATED PARTY TRANSACTIONS
the subsequent years, the Company has recognized
The Company, during the financial year, entered into
Minimum Alternate Tax (MAT) credit as an asset by
contracts or arrangements with related parties, which were
crediting the Statement of Profit & Loss and including the
in the ordinary course of business and on arm's length
same under "Other Non-Current Assets. In case the
basis. These transactions are not falling under the
Company is not able to utilize this credit within the time
provisions of Section 188(1) of the Act. Prior omnibus
limit prescribed under the Income Tax Act, the same is set
approval is obtained for RPT's which are of a repetitive
off against the retained earnings as tax credit pertains to
nature and entered in the ordinary course of business and
an earlier year.
are at arm's Length. All RPT's are placed before the Audit
Observations other than above made by the Statutory Committee for review on a quarterly basis.
Auditors in their report for the Financial year ended
The Policy on materiality of related party transactions and
31st March, 2017 read with the explanatory notes therein
dealing with related party transactions are available on the
are self-explanatory and therefore, do not call for any further
Company's website at the link at http://www.prakash.com/
explanation or comments from the Board under section
policy-related-party-transactions.
134(3) of the Companies Act, 2013.
The details of the related party transactions as required
ii) Secretarial Auditor
under Section 134(3)(h) r/w Rule 8 (2) of the Companies
Pursuant to the provisions of Section 204 of the Companies (Accounts) Rules, 2014 and under Regulation 34(3) & 53(f),
Act, 2013 and the Companies (Appointment and Para A of Schedule V of SEBI(LODR) Regulations, 2015
Remuneration of Managerial Personnel) Rules, 2014, the is attached as Annexure III.
Company has appointed M/s Pradip Kumar Muduli,
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Practicing Company Secretary to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report is The Company has implemented the Whistle Blower Policy
annexed herewith as "Annexure II". The Secretarial Audit to ensure greater transparency in all aspects of the
Report does not contain any qualification, reservation or Company's functioning. The objective of the policy is to
adverse remark. build and strengthen a culture of transparency and trust
in the Company and to provide employees with a
iii) Cost Auditor
framework/procedure for responsible and secure reporting
The Board had appointed, subject to ratification of the of improper activities (whistle blowing) and to protect
remuneration payable to the cost auditor by the employees wishing to raise a concern about improper
Shareholders in the 36th Annual General Meeting, M/s. activity/serious irregularities within the Company .The
Rakshit & Associates, Cost and Management Accountants, details of the Vigil Mechanism and Whistle Blower Policy
to conduct the audit of the cost accounting records for are available on the website of the Company.
financial year 2017-18
NOMINATION AND REMUNERATION POLICY
CONVERISON OF FCCB IN TO EQUITY CAPITAL
For the purpose of selection of any Director, the Nomination
During the financial year 2016-17, your Company had & Remuneration Committee identifies persons of integrity
allotted 4557817 Equity Shares fully paid-up of the face who possess relevant expertise, experience and leadership
value of C10 per share at a premium of C 50 per share after qualities required for the position. The Committee also
receiving of Conversion Notices from various FCCB's ensures that the incumbent fulfills such other criteria
holders. Accordingly, the paid-up Equity Share Capital of the with regard to age and other qualifications as laid down
Company increased from C 134.49 crores to C 139.05 under the Act, Listing Regulations, 2015 or other applicable
crores post the conversion of FCCB into Equity during the laws.
financial year 2016-17.
The Board has, on the recommendation of the Nomination
The Board has approved the issue of New FCCBs with a & Remuneration Committee framed a policy for selection,
tenure of 5 years 1 day in lieu of all its outstanding appointment and remuneration of Directors & Senior
obligations on the 5.25% April 2015 FCCBs subject to all Management.
necessary approvals and compliances.
RISK MANAGEMENT
PARTICULARS OF LOANS, GUARANTEES OR
The Risk Management Committee of the Board has defined
INVESTMENTS
roles and responsibilities, which includes reviewing and
Details of Loans, Guarantees and Investments covered recommending of the risk management plan, and reviewing
under the provisions of Section 186 of the Companies Act, and recommending the risk management report for approval
2013, if any, are given in the notes to the financial of the Board with the recommendation by the Audit
statements. Committee. The Company's internal financial controls and
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risk management systems are assessed by the Audit MANAGEMENT DISCUSSION AND ANALYSIS
Committee.
The Management Discussion and Analysis on the
The Risk Assessment is also discussed in the Management operations of the Company as prescribed under Part B of
Discussion and Analysis attached to this report. Schedule V read with regulation 34 (3) of the Listing
Regulations, 2015 is provided in a separate section and
EXTRACT OF ANNUAL RETURN
annexed as Annexure VII.
Pursuant to the provisions of Section 134(3)(a) of the
INTERNAL AUDIT AND INTERNAL FINANCIAL
Companies Act, 2013, extract of the Annual Return for the
CONTROL AND ITS ADEQUACY
financial year ended 31st March, 2017 made under the
provisions of Section 92(3) of the Act is attached as Your Company has an Internal Control System, which is
Annexure IV to this report. commensurate with the size, scale, scope and complexity
of its operations. To maintain its objectivity and
PARTICULARS OF EMPLOYEES AND RELATED
independence, an independent firm of Chartered accountants
DISCLOSURES
has been appointed as the Internal Auditors, who report to
In terms of the provisions of Section 197(12) of the Act read the Chairman of the Audit Committee of the Board.
with Rules 5(2) and 5(3) of the Companies (Appointment
The Internal Auditors monitor and evaluate the efficacy and
and Remuneration of Managerial Personnel) Rules, 2014, a
adequacy of internal control system in your Company, its
statement showing the names and other particulars of the
compliance with operating systems, accounting procedures
employees drawing remuneration in excess of the limits set
and policies at all locations of your Company. Based on
out in the said rules forms part of this Annual Report and
the report of the Internal Auditors placed before the Audit
is attached as Annexure V
Committee, process owners undertake corrective action in
Disclosures pertaining to remuneration and other details as their respective areas and thereby strengthen the controls.
required under Section 197(12) of the Act read with Rule The internal controls have been reported by the Auditors to
5(1) of the Companies (Appointment and Remuneration of be adequate and effective during the year.
Managerial Personnel) Rules, 2014 are provided as
CONSERVATION OF ENERGY, RESEARCH AND
Annexure V to this Report.
DEVELOPMENT, TECHNOLOGY ABSORPTION AND
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF FOREIGN EXCHANGE EARNINGS AND OUTGO
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
As required under Section 134 of the Companies Act, 2013
AND REDRESSAL) ACT, 2013
read with Rule 8 of the Companies (Accounts) Rules,2014
It is the continuous endeavor of the Management of the a statement showing the information relating to the
Company to create and provide an environment to all its Conservation of Energy, Research and Development,
employees that is free from discrimination and harassment Technology Absorption and Foreign Exchange Earnings and
including sexual harassment. The Company has adopted a Outgo is enclosed as Annexure VIII to this report.
policy on prevention, prohibition and redressal of sexual
ACKNOWLEDGMENTS
harassment at workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Your Directors wish to thank all stakeholders, employees
Prohibition and Redressal) Act, 2013 and the Rules and business partners and Company's bankers for their
thereunder for prevention and redressal of complaints of continued support and valuable co-operation. The Directors
sexual harassment at workplace. During the year ended also wish to express their gratitude to investors for the faith
VW March, 2017, no complaints pertaining to sexual that they continue to repose in the Company.
harassment was received by the Company.
CORPORATE GOVERNANCE
By Order of the Board
Report on Corporate Governance and Certificate of
Practicing Company Secretary regarding compliance of the
conditions of Corporate Governance as stipulated in Part C 3ODFH1HZ'HOKL 3/*XSWD 9LNUDP$JDUZDO
of Schedule V of the Listing Regulations, 2015 with the 'DWHGQG0D\ :KROHWLPH'LUHFWRU 0DQDJLQJ'LUHFWRU
Stock Exchanges, are enclosed with report as Annexure VI. ',1 ',1
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ANNEXURE-I
Annual Report on Corporate Social Responsibility (CSR) Activities
(Pursuant to Rule 9 of Companies (Accounts) (Corporate Social Responsibility Policy) Rules, 2014)
A brief outline of the Company's CSR Policy, including overview of projects or programs proposed to be undertaken and a reference
to the web-link to the CSR Policy and Projects or programs.
Your Company has been actively involved in activities for the betterment of the community. The Company has identified health,
education & livelihood, environment awareness, water management, promotion of rural sports, rural development projects and
social causes as the areas where assistance is provided on a need-based and case-to-case basis. Your Company persisted with
participation in such activities at the local, grass root level during the year.
The Company has framed a CSR Policy in compliance with the provisions of the Companies Act, 2013
1. The Composition of the CSR Committee
i) Dr. S.L. Keswani
ii) Shri K.C. Mehra
iii) Smt. Purnima Gupta
iv) Shri Vikram Agarwal
v) Shri Kanha Agarwal
2. Average net profit (after tax) of the Company for last three financial years C 6769.33 lacs
3. Prescribed CSR Expenditure (two percent of the amount as in item 2 above) C 135.39 lacs
4. Details of CSR spent during the financial year.
(a) Total amount to be spent for the financial year. C 135.39 lacs
(b) Amount unspent , if any; Nil
(c) Manner in which the amount spent during the financial year is detailed below: (C.in lakhs)

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The CSR Committee confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and
Policy of the Company.
Vikram Agarwal Dr. S.L. Keswani

Managing Director Chairman-CSR Committee
DIN:00054125 DIN:00190790
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ANNEXURE-II
FORM No. MR-3 c) The Securities and Exchange Board of India (Issue
SECRETARIAL AUDIT REPORT of Capital and Disclosure Requirements)
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2017 Regulations, 2009;
[Pursuant to section 204(1) of Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014] d) The Securities and Exchange Board of India
(Registrars to an Issue and Share Transfer Agents)
To, Regulations, 1993 regarding the Companies Act
The Members, and dealing with client (Not applicable to the
Prakash Industries Limited Company as it's not registered as Registrar to
15 Km. Stone, Delhi Road, Hissar, Issue and Share Transfer Agents during the audit
Haryana, India-125044 period);
I have conducted the secretarial audit of the compliance e) Other laws applicable specifically to the company
of applicable statutory provisions and the adherence to as per the representation made by the
good corporate practices by Prakash Industries Limited Management including
(hereinafter called the company). Secretarial Audit was
i) Air (Prevention and Control of Pollution) Act,
conducted in a manner that provided me a reasonable
1981
basis for evaluating the corporate conducts/statutory
compliances and expressing my opinion thereon. ii) Water (Prevention and Control of Pollution) Act,
1974 and Water (Prevention and Control of
Based on my verification of the Prakash Industries Limited's
Pollution) Rules, 1975
books, papers, minute books, forms and returns filed and
other records maintained by the company and also the iii) Environment Protection Act, 1986
information provided by the Company, its officers, agents iv) Factories Act, 1948
and authorized representatives during the conduct of
For the compliances of Labour Laws & other General Laws
secretarial audit, I hereby report that in my opinion, the
my examination and reporting is based on the documents,
company has, during the audit period covering the financial
records and files as produced and shown to me and the
year ended on 31st March, 2017 complied with the statutory
information and explanations provided by the Company,
provisions listed hereunder and also that the Company has
its officers, and authorised representatives, including
proper Board-processes and compliance-mechanism in
compliance reports taken on record by the Board of
place to the extent, in the manner and subject to the
Director, to the best of my judgment and understanding of
reporting made hereinafter:
the applicability of the different enactments upon the
I have examined the books, papers, minute books, forms Company, in my opinion there are adequate systems and
and returns filed and other records maintained by Prakash processes exist in the Company to monitor and ensure
Industries Limited ("the Company") for the financial year compliance with applicable General laws and Labour Laws.
ended on 31st March 2017 according to the provisions of: I have also examined compliance with the applicable
i. The Companies Act, 2013 (the Act) and the rules made clauses of the following:
there under and the applicable provisions of the i. The Listing Agreements entered into by the Company
Companies Act, 1956; with National Stock Exchange of India Limited and
ii. The Securities Contracts (Regulation) Act, 1956 BSE Limited read with the Securities and Exchange
('SCRA') and the rules made thereunder; Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015;
iii. The Depositories Act, 1996 and the Regulations and
Bye-laws framed there under; ii. Secretarial Standards issued by The Institute of
Company Secretaries of India with respect to board
iv. Foreign Exchange Management Act, 1999 and the
and general meetings made effective from 1st July
rules and regulations made there under to the extent
2015.
of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings; I further report that, there were no actions/event in
pursuance of:
v. The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India Act, (a) The Securities and Exchange Board of India (Employee
1992 ('SEBI Act'):- Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999 and The Securities and
a) The Securities and Exchange Board of India Exchange Board of India (Share Based Employee
(Substantial Acquisition of Shares and Takeovers) Benefits) Regulations, 2014;
Regulations, 2011;
(b) The Securities and Exchange Board of India (Issue
b) The Securities and Exchange Board of India and Listing of Debt Securities) Regulations, 2008;
(Prohibition of Insider Trading) Regulations, 1992 and
Securities and Exchange Board of India (Prohibition (c) The Securities and Exchange Board of India (Delisting
of Insider Trading) Regulations, 2015; and of Equity Shares) Regulations, 2009;
9
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(d) The Securities and Exchange Board of India (Buyback This Report is to be read with my letter of even date
of Securities) Regulations, 1998; which is annexed as Annexure A and forms an
During the period under review and as per the explanations integral part of this report.
and clarifications given to me and the representation made 'Annexure A'
by the Management, the Company has complied with the
provisions of the applicable laws, rules, regulations and To,
guidelines, etc as mentioned above. The Members,
I further report that: Prakash Industries Limited
The Board of Directors of the Company is duly constituted My report of even date is to be read along with this letter.
with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the (1) Maintenance of secretarial record is the responsibility
composition of the Board of Directors that took place of the management of the Company. My responsibility
during the period under review were carried out in is to express an opinion on these secretarial records
compliance with the provisions of the Act. based on our audit.
Adequate notice is given to all directors to schedule the (2) I have followed the audit practices and processes as
Board Meetings, agenda and detailed notes on agenda were appropriate to obtain reasonable assurance about
were sent at least seven days in advance, except notes the correctness of the contents of the Secretarial
on items of business which are in the nature of records. The verification was done on test basis to
Unpublished Price Sensitive Information have been given ensure that correct facts are reflected in Secretarial
at a shorter period of time than stated above, with the records. I believe that the processes and practices, I
consent of a majority of the Directors, which includes one followed provide a reasonable basis for my opinion.
Independent Director and a system exists for seeking and
(3) I have not verified the correctness and appropriateness
obtaining further information and clarifications on the agenda
of financial records and Books of Accounts of the
items before the meeting and for meaningful participation
Company including compliance of applicable Direct and
at the meeting.
Indirect tax laws since the same have been subject to
As per the minutes of the meetings duly recorded and review by Statutory Auditor and other designated
signed by the Chairman, the decision were unanimous and professionals.
no dissenting views were recorded.
(4) Where ever required, I have obtained the Management
I further report that as per the explanations given to me representation about the compliance of laws, rules and
and the representation made by the Management and regulations and happening of events etc.
relied upon by me there are adequate systems and
processes in the company commensurate with the size (5) The compliance of the provisions of Corporate and other
and operations of the company to monitor and ensure applicable laws, rules, regulations, standards is the
compliance with applicable laws, rules, regulations and responsibility of management. My examination was
guidelines:- limited to the verification of procedures on test basis.
As informed, the Company has responded appropriately (6) The Secretarial Audit report is neither an assurance as
to notices received from various statutory/regulatory to the future viability of the Company nor of the efficacy
authorities including initiating actions for corrective or effectiveness with which the management has
measures, wherever found necessary. conducted the affairs of the Company.
For PRADIP KUMAR MUDULI For PRADIP KUMAR MUDULI

Company Secretaries Company Secretaries
(PRADIP KUMAR MUDULI) (PRADIP KUMAR MUDULI)
Proprietor Proprietor
Place: New Delhi FCS No. 6170 Place: New Delhi FCS No. 6170
Date: 22.05.2017 C P No. 5730 Date: 22.05.2017 C P No. 5730
10
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ANNEXURE-III
DETAILS OF RELATED PARTY TRANSACTIONS
A. (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014)
All related party transactions entered during the year were in ordinary course of business and on arm's length
basis and the same have been disclosed under Note No. 45 of the Notes to Financial Statements.
No material related party transactions arising from contracts/ arrangements with related parties referred to in the
Section 188(1) of the Companies Act, 2013 were entered during the year by the Company. Accordingly, the
disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form
AOC-2 is not applicable.
B. Disclosures pursuant to Regulation 34(3) & 53(f) and Para A of Schedule V of SEBI (LODR) Regulations,
2015
Sl. No. In the Account of Disclosures of amount at the year end and the maximum amount
of loans/advances/Investments outstanding during the year.
1. Holding Company - Loans and advances in the nature of loans to subsidiaries by
name and amount
- Loans and advances in the nature of loans to associates by
name and amount
- Loans and advances in the nature of loans to Firms/Companies
in which directors Not Applicable are interested by name and
amount Not
2. Subsidiary - Loans and advances in the nature of loans to subsidiaries by Applicable
name and amount
- Loans and advances in the nature of loans to associates by
name and amount
- Loans and advances in the nature of loans to Firms/Companies
in which directors
3. Holding Company Investment by the loanee in the shares of parent Company and
subsidiary Company has made a loan or advance in the nature
of loan.
By Order of the Board
P. L. Gupta Vikram Agarwal

Whole-time Director Managing Director
DIN:00048868 DIN:00054125
Place : New Delhi
Dated : 22th May, 2017
11
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ANNEXURE-IV
Form No.MGT-9
Extract of Annual Return
as on the financial year ended on 31st March, 2017
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS
i) CIN L27109HR1980PLC010724
ii) Registration Date 31-07-1980
iii) Name of the Company Prakash Industries Limited
iv) Category / Sub-Category of the Company Public Company / Limited by Shares
v) Address of the Registered Office and contact details 15 Km. Stone Delhi Road,
Hissar-125044 (Haryana)
Tel : +91 11 25305800
Fax : +91 11 28062119
vi) Whether listed Company Yes
vii) Name, Address and contact details of Registrar and Prakash Industries Limited,
Transfer Agent, if any SRIVAN, Bijwasan, New Delhi-110061
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company are given below :
Sr. Name and Description of NIC Code of the % to total turnover of
No. main products/services product/service the Company
1 Ferro Alloys 24104 10
2 MS TMT / MS Coil and Allied 24105 53
3 HB Wire Rod 24108 22
4 PVC Pipe & Sockets 22209 12
III PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sr. Name and Address of CIN /GLN Holding/Subsidiary/ % of Shares Applicable

No. the Company Associate held Section
1 Madanpur (North) Coal Company Pvt. Ltd. 8&737& Joint Venture 20.67 2(6)
Flat No.302, Govardhan Tower,
Chaytanya Nagar, Dhimrapur Road,
Raigarh, Chhattisgarh - 496001
2 Fatehpur Coal Mining Company Pvt. Ltd. 8&737& Joint Venture 38.46 2(6)
Navbharat Udyog Bawan,
Ring Road No.1, Telibandha, Raipur,
Chhattisgarh - 492006
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IV SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Shareholding
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V INDEBTENDNESS
Indebtedness of the Company including interest outstanding / accrued but not due for payment
C
C LQ ODNKV
Secured Loans Unsecured Loans Deposits
(Excluding Deposits) Total Indebtedness
Indebtedness at the beginning of
the financial year (01.04.2016)
i) Principal Amount 43557 45572 89129
ii) Interest due but not paid 4284 4284
iii) Interest accrued but not due 12 12
TOTAL (i+ii+iii) 47853 45572 93425
Change in Indebtedness during the
financial year
Addition/Adjustment 8335 15086 23421
Reduction/Adjustment (3623) (12283) (15906)
Exchange Difference (950) (950)
Net Change 4712 1853 6565
Indebtedness at the end of the
financial year (31.03.2017)
i) Principal Amount 48269 47425 95694
ii) Interest due but not paid 20 20
iii) Interest accrued but not due 3 3
TOTAL (i+ii+iii) 48292 49268 95717
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Remuneration to Chairman, Managing Director, Joint Managing Director, Whole-time Directors and / or Manager:
C
C LQ ODNKV
Sr. Particulars of Remuneration Name of Chairman / MD / Joint MD / WTD / Manager Total
No. Amount
Shri Shri Shri Shri Shri

V.P. Vikram Kanha M.L. P.L.
Agarwal Agarwal Agarwal Pareek Gupta
1 Gross Salary
a) Salary as per provisions contained in
Section 17(1) of the Income-tax Act, 1961 408.00 168.00 26.40 55.44 38.50 696.34
b) Value of perquisites u/s 17(2) of the
Income-tax Act, 1961 0.40 0.40 0.40 0.40 0.06 1.66
c) Profit in lieu of salary u/s 17(3) of the
Income-tax Act, 1961
2 Stock Option
3 Sweat Equity
4 Commission
5 Others
TOTAL (A) 408.40 168.40 26.80 55.84 38.56 698.00
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B) Remuneration to other Directors : C
C LQ ODNKV
Sr. Particulars of Remuneration Name of Directors Total
No. Amount
Dr. S.L. Sh. K.C. Sh. Y.N. Sh. M.R. Smt.
Keswani Mehra Chugh Agarwal Purnima
Gupta
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No. Amount
CEO CFO Company Secretary
Sh. M.L. Pareek Sh. P.L. Gupta Sh. Ashwini Kumar
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VII PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

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ANNEXURE-V
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No. Requirement Information
(i) The ratio of the remuneration of each Director Director Ratio

to the median remuneration of the employees Shri V.P. Agarwal, Chairman 159:1
of the Company for the financial year Shri Vikram Agawal, Managing Director 66:1
Shri Kanha Agarwal, Joint Managing Director 10:1
Shri M.L. Pareek, Whole-time Director & CEO 22:1
Shri P.L. Gupta, Whole-time Director & CFO 15:1
Dr. S.L. Keswani, Director *
Shri K.C. Mehra, Director *
Shri Y.N. Chugh, Director *
Shri M.R. Agarwal, Director *
Smt. Purnima Gupta, Director *
(ii) The percentage increase in remuneration of Director Ratio

each Director, Chief Financial Officer, Chief Shri V.P. Agarwal, Chairman 6.24%
Executive Officer, Company Secretary or Shri Vikram Agawal, Managing Director 7.60%
Manager, if any in the financial year Shri Kanha Agarwal, Joint Managing Director -
Shri M.L. Pareek, Whole-time Director & CEO 0.29%
Shri P.L. Gupta, Whole-time Director & CFO -
Dr. S.L. Keswani, Director *
Shri K.C. Mehra, Director *
Shri Y.N. Chugh, Director *
Shri M.R. Agarwal, Director *
Smt. Purnima Gupta, Director *
Key Managerial Personnel

Shri M.L. Pareek, Whole-time Director & CEO 0.29%
Shri P.L. Gupta, Whole-time Director & CFO -
Shri Ashwini Kumar, Company Secretary 6.56%
(iii) The percentage increase in the median 7.38%

remuneration of employees in the financial year
(iv) The number of permanent employees on the 2592 as on 31st March, 2017
rolls of Company
(v) The explanation on the relationship between The Company compensation policy is related to pay to performers
average increase in remuneration and and to be market competitive. The average increase in
Company performance remuneration in FY 17 was 8 %. This has been arrived at
considering only those employees who were eligible for increment.
(vi) Comparison of the remuneration of the Key Total C1.03 Crores towards KMP remuneration is 0.39% of EBIDTA
Managerial Personnel against the performance for FY 17
of the Company
23
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No. Requirement Information
(vii) Variations in the market capitalisation of the Company, a) The market capitalisation as on 31st March, 2017 was
price earnings ratio as at the closing date of the C 1071.35 crores (C474.74 crores as at 31 st March,
current financial year and previous financial year and 2016)
percentage increase over decrease in the market
quotations of the shares of the Company in b) Earning Per Share was C 5.40 as at 31st March, 2017
comparison to the rate at which the Company came (C 1.53 as at 31st March, 2016)
out with the last public offer in case of listed
companies, and in case of unlisted companies, the c) The Company had come out with initial public offer (IPO)
variations in the net worth of the Company as at the in Year 1992.
close of the current financial year and previous
financial year
(viii) Average percentile increase already made in the Median remuneration of employees increased by 8% in FY
salaries of employees other than the managerial 17 over previous year. The salary increase is based on
personnel in the last financial year and its comparison compensation philosophy of the organisation which takes
with the percentile increase in the managerial into account internal as well as external factors.
remuneration and justification thereof and point out if
there are any exceptional circumstances for increase
in the managerial remuneration
(ix) Comparison of the each remuneration of the Key Key Managerial Personnel
Managerial Personnel against the performance of the Remuneration of CEO as a 0.21 % of EBIDTA for FY 17
Company Remuneration of CFO as a 0.15 % of EBIDTA for FY 17
Remuneration of Company Secretary as a 0.09 % of EBIDTA
for FY 17
(x) The key parameters for any variable component of The Company has no variable component of remuneration
remuneration availed by the Directors availed by the Directors
(xi) The ratio of the remuneration of the highest paid Not Applicable
Director to that of the employees who are not Directors
but receive remuneration in excess of the highest paid
Director during the year
(xii) Affirmation that the remuneration is as per the Affirmed

remuneration policy of the Company
* No remumeration, only sitting fee paid
DISCLOSURE AS REQUIRED UNDER SUB RULE 2 OF RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
FOR THE YEAR ENDED 31ST MARCH, 2017
Employed throughout the financial year under review and were in receipt of remuneration for the year in aggregate
not less than C 60 Lacs per annum :
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ANNEXURE-VI
REPORT ON CORPORATE GOVERNANCE
1. COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE
Your Company's philosophy on Corporate Governance is laid on a foundation of Integrity, Excellence and Ethical values which
have been in practice since its inception. Prakash Industries Limited's ("the Company") corporate philosophy on Corporate
Governance has been to ensure fairness to the Stakeholders through transparency, full disclosures, empowerment of
employees and collective decision making.
Your Company continues to lay great emphasis on the highest standards of Corporate Governance which are an integral
part of all Company activities to ensure efficient conduct of the affairs of the Company, without compromising its core values.
Through the Governance mechanism in the Company, the Board along with its Committees undertakes its fiduciary
responsibilities to all its stakeholders by ensuring transparency, fairness and independence in its decision making.
2. BOARD OF DIRECTORS
a) Composition
As on 31st March 2017, the Board of Prakash Industries Ltd. comprised 10 Directors represented by 5 Whole Time
(Executive) Directors including Chairman, Managing Director & Joint Managing Director and 5 Independent Director
(Non-Executive)
b) Board Functioning and Procedures
The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial
performance of the Company. The notice and detailed agenda along with the relevant notes and other material
information are sent in advance separately to each Director and in exceptional cases tabled at the Meeting with the
approval of the Board. In case of business exigencies, the Boards approval is taken through circular resolutions. The
circular resolutions are noted at the subsequent Board Meeting. This ensures timely and informed decisions by the
Board. The Board reviews the performance of the Company vis--vis the budgets/targets.
c) Attendance of each Director at the Board meetings & last Annual General Meeting during the year 2016-17 and
number of other Directorships and committee memberships/ chairmanships held in other Companies:
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d) Disclosure of relationship between director inter-se 2016, 14th December, 2016 and 14th February, 2017
Shri V. P. Agarwal, Chairman is related to Shri Vikram and attendance was as under:
Agarwal , Managing Director and Shri Kanha Agarwal, Joint S.No. Name of Director Status
Meetings
Managing Director as their father. Apart from that there Attended
are no relationships existing among other Directors of the
1. Dr. S.L.Keswani Chairman 4
Company.
2. Shri K.C.Mehra Member 4
e) No. of Board Meetings
3. Shri Y.N. Chugh Member 4
In the financial year 2016-17, the Board met four times.
The meetings were held on 24th May, 2016, 29th August, 4. Shri M.R. Agarwal Member 4
2016, 14th December, 2016 and 14th February, 2017. The 5. Smt. Purnima Gupta Member 4
Interval between two meetings was well within the 6. Shri Vikram Agarwal Member 4
maximum period mentioned under Section 173 of the
Companies Act, 2013 and the Listing Regulation. 7*. Shri Kanha Agarwal Member -
th
Details of the Board meetings are as under: *Co Opted as member w.e.f 14 February 2017
61R 'DWHRI %RDUG6WUHQJWK 1RRI'LUHFWRUV Audit Committee meetings are also attended by
%RDUG0HHWLQJ SUHVHQW representative of Internal Auditors and Whole-time
1. 24.05.2016 10 10 Directors of the Company who are permanent
invitees for the meeting. Company Secretary acts as
2. 29.08.2016 10 10
Secretary of the Audit Committee.
3. 14.12.2016 10 10
4 NOMINATION AND REMUNERATION COMMITTEE
4. 14.02.2017 10 09
i) Terms, composition, names of members and
f) Meetings of Independent Directors
chairman
The Company's Independent Directors met on 14 th
The Board of Directors had constituted a
February, 2017 in financial year 2016-17 without the
Remuneration Committee in the year 2002 which
presence of Executive Directors or management personnel
to discuss matters pertaining to the Company's affairs and was renamed and reconstituted in the year 2014.The
put forth their views. The Chairman of meeting had taken terms of reference of Nomination and Remuneration
appropriate steps to present Independent Directors' views Committee cover the matters specified for the said
to the Chairman and Managing Director. Committee under Regulation 19 & Part D of
Schedule II of SEBI (LODR) Regulations, 2015 and
g) Details of shareholding of non-executive Directors in the as per Section 178 of the Companies Act, 2013.
Company as on 31st March, 2017
The Committee comprises of Dr. S.L. Keswani (non-
S.No. Name of Director No. of shares held executive and independent Director) as the Chairman
1. Dr. S.L. Keswani 24000 and Shri K.C. Mehra and Shri Y. N. Chugh (both Non-
2. Shri K.C. Mehra Nil Executive and Independent Directors) as members
3. Shri Y.N. Chugh Nil of the Nomination and Remuneration Committee of
the Board of Directors.
4. Shri M.R. Agarwal Nil
During the year, two meetings of the Committee were
5. Smt. Purnima Gupta Nil
held on 29th August, 2016 and 14th February, 2017
h) The policy for conducting familiarization programmes for and all members of the Committee had attended the
Independent Directors has been disclosed and can be meeting.
accessed on the Company's website www.prakash.com.
Performance evaluation criteria for independent
3. AUDIT COMMITTEE Directors: Performance evaluation of Independent
i) Terms, composition, names of members and chairman Directors shall be done on annual basis. The rating
shall be provided by the all the Directors except the
The terms of reference of the Committee cover the matters
Independent Director being evaluated. The evaluation
specified for the Audit Committee under Regulation 18 of
SEBI (LODR) Regulations, 2015 and as per Section 177 criteria shall be reviewed by the Nomination and
of the Companies Act, 2013. Remuneration Committee and the Board from time
to time and shall be subject to the provisions of SEBI
The Committee comprises of seven members and majority (LODR) Regulations, 2015 and the Companies Act,
of them are Independent Directors. Dr. S.L. Keswani (non-
2013 and rules made thereunder and amendments
executive and independent Director) is the Chairman of
thereto from time to time.
the Audit Committee, Shri K. C. Mehra, Shri Y.N. Chugh,
Shri M.R. Agarwal, Smt. Purnima Gupta (All Non-Executive 5. DETAILS OF REMUNERATION / SITTING FEE PAID TO
and Independent Directors), Shri Vikram Agarwal DIRECTORS FOR THE PERIOD FROM 1ST APRIL, 2016 TO
(Managing Director) and Shri Kanha Agarwal (Joint 31ST MARCH, 2017:
Managing Director) are members of the Audit Committee.
a) Pecuniary Relationship
ii) No. of Audit Committee Meetings
Independent Directors viz. Dr. S. L. Keswani, Shri K. C.
The Audit Committee met four times during the Mehra, Shri Y.N. Chugh, Shri M.R. Agarwal and Smt.
financial year 2016-17 on 24th May, 2016, 29th August, Purnima Gupta do not have any pecuniary relationships
26
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or transactions with the Company except for the sitting &RPSOLDQFH2IILFHU 6KUL$VKZLQL.XPDU
fees drawn for attending the meetings of the Board and &RPSDQ\6HFUHWDU\
Committee(s) thereof.
1RRIVKDUHKROGHUVLQYHVWRUVFRPSODLQWV
(C in lakhs) UHFHLYHGXSWRVW0DUFK
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)HH RI6KDUHKROGHUVLQYHVWRUV
6KUL 93$JDUZDO 1LO 1$ 1RRISHQGLQJFRPSODLQWV 1LO
6KUL9LNUDP$JDUZDO 1$ The Company has created an exclusive e-mail ID viz.
6KUL.DQKD$JDUZDO 1$ investorshelpline@prakash.com for the help of investors
'U6/.HVZDQL 1LO 1LO 7. OTHER COMMITTEES
6KUL .&0HKUD 1LO 1LO a) SHARE TRANSFER COMMITTEE
6KUL<1 &KXJK 1LO 1LO The Committee consists of Shri V.P. Agarwal, Chairman
6KUL 05$JDUZDO 1LO 1LO of the Company as Chairman and Shri Vikram Agarwal,
Managing Director as member of the Committee.
6PW3XUQLPD*XSWD 1LO 1LO
6KUL0/3DUHHN 1$ The Board has constituted a Share Transfer Committee
which meets frequently/as and when required to approve
6KUL3/*XSWD 1$
the transfer and transmission of shares, issue of
b) The remuneration criteria of making payments to duplicate share certificates, consolidation and sub-
non-executive Directors has been disclosed and it division of shares, etc. The Company complies with the
can be accessed on the Companys website requirements of the SEBI (LODR) with respect to transfer
www.prakash.com. of shares. The requisite certificates are sent to the
transferees within the prescribed time. The stipulations
c) Details of Service Contracts of Directors: of depositories regarding demat / remat etc. are also
S 1DPHRI'LUHFWRU 3HULRG RI 'DWHRI 1RWLFH complied with.
1R &RQWUDFW DSSRLQWPHQW 3HULRG Compliance Officer:
5HDSSRLQWPHQW
As required by the Stock Exchanges, the Company has
6KUL 93$JDUZDO \HDUV 1$ appointed Shri Ashwini Kumar, Company Secretary of the
6KUL9LNUDP$JDUZDO \HDUV 1$ Company as Compliance Officer to monitor the transfer
6KUL.DQKD$JDUZDO \HDUV 1$ process and liaison with the regulatory authorities.
6KUL0/3DUHHN \HDUV 2QHPRQWK b) FINANCE COMMITTEE
6KUL3/*XSWD \HDUV 2QHPRQWK The Board has also constituted a Finance Committee on
14th November, 2013 to look after all credit facilities taken
6. STAKEHOLDERS RELATIONSHIP COMMITTEE
or to be taken by the Company for the business of the
The Stakeholders Relationship Committee (formerly known Company and any other transaction or any financial issue
as Shareholders'/Investors' Grievance Committee) consists that the Board may desire to be reviewed by the Finance
of Dr. S.L. Keswani (Non-Executive and Independent Committee. The Committee comprises of Shri K.C.
Director), Chairman of the Committee, Shri V.P. Agarwal Mehra (Non-Executive and independent Director) as
(Chairman),and Shri Vikram Agarwal (Managing Director) Chairman of the Committee, Dr. S.L. Keswani (Non
as members of the Committee. -Executive and Independent Director), Shri P.L. Gupta,
The Committee is entrusted with the responsibility of (Whole-time Director and Chief Financial Officer) and Shri
addressing the shareholders/ Investors' complaints with M.L. Pareek (Whole-time Director and Chief Executive
respect to transfer of shares, non-receipt of Annual Report Officer) as members of the Finance Committee of the
and non-receipt of dividend etc. Board of Directors.
The Committee met four times during the year 2016-17 on One meeting on 24th April, 2016 was held during the
16th April, 2016, 16th July, 2016, 15th October, 2016 and
financial year 2016-17.
14th January, 2017 and attendance of members at the
meeting was as follows: c) ALLOTMENT COMMITTEE
6 1DPHRI'LUHFWRU 6WDWXV 0HHWLQJV The Board has also constituted an Allotment Committee
1R $WWHQGHG for allotment of equity shares or any other instrument
'U6/.HVZDQL &KDLUPDQ convertible into equity shares. The Committee comprises
1RQH[HFXWLYHDQGLQGHSHQGHQW of Dr. S.L. Keswani (Non-Executive and Independent
Director) as the Chairman of the Allotment Committee
6KUL 93$JDUZDO 0HPEHU
and Shri K.C. Mehra, Shri Y.N. Chugh (all Non-Executive
([HFXWLYH
and Independent Directors) and Shri Vikram Agarwal
6KUL9LNUDP$JDUZDO 0HPEHU (Managing Director) as members of the Allotment
([HFXWLYH Committee of the Board of Directors.
27
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d) FCCB CONVERSION COMMITTEE S. Name of Director Status Meetings
The Board has also constituted a FCCB Conversion No. Attended
Committee for allotment of equity shares on conversion 1. Shri Vikram Agarwal Chairman 1
of FCCB. The Committee comprises of Shri Vikram
2. Shri M.L. Pareek Member 1
Agarwal (Managing Director) as the Chairman of the
FCCB Conversion Committee and Shri M.L. Pareek and 3. Shri P.L. Gupta Member 1
Shri P.L. Gupta (Whole-time Directors) as members of The Committee is empowered pursuant to its terms of
the FCCB Conversion Committee of the Board of reference:
Directors.
1. To develop and implement the Risk Management
The FCCB Conversion Committee met five times during Policy of the Company
the financial year 2016-17 on 3rd May, 2016, 13th July,
2. To lay down risk assessment and minimization
2016, 25th January, 2017, 23rd February, 2017 and 15th procedures
March, 2017 and attendance was as under:
3. To frame, implement, review and monitor Risk
S. Name of Director Status Meetings Management Plan of the Company
No. Attended
4. To perform such other functions as may be referred
1. Shri Vikram Agarwal Chairman 5 to it by the Board
2. Shri M.L. Pareek Member 5 The Committee in its meeting held on 14th February,
3. Shri P.L. Gupta Member 5 2017 had developed and implemented a Risk
Management Manual containing the Risk Management
e) CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE Policy and Project Schedule Risk Assessment.
COMMITTEE The Committee in its above meeting had also formulated
The Board has constituted the Corporate Social and implemented a Risk Management Plan for the
Responsibility and Governance Committee (CSR & G Company including the procedure to inform Board
Committee) comprising Dr. S. L. Keswani, as Chairman Members about risk assessment and minimization
and Shri K. C. Mehra, Smt. Purnima Gupta, Shri Vikram procedures.
Agarwal and Shri Kanha Agarwal as members. The said 8. GENERAL BODY MEETINGS
Committee has been entrusted with the responsibility of Last three Annual General Meetings of the Company were
formulating and recommending to the Board, a Corporate held at the Registered Office of the Company at 15 Km.
Social Responsibility Policy (CSR Policy) indicating the Stone, Delhi Road, Hissar - 125044 (Haryana) as detailed
activities to be undertaken by the Company, monitoring the below:
implementation of the framework of the CSR Policy and
recommending the amount to be spent on CSR activities. <HDU 'DWH 7LPH 'HWDLOVRI6SHFLDO5HVROXWLRQV
The Committee met once during the financial year 2016-
5HVROXWLRQIRUDSSRLQWPHQWRI6WDWXWRU\
17 on 14th February, 2017 and attendance of members at DWSP $XGLWRU5HVROXWLRQIRUZDLYHURIUHFRYHU\
the meeting was as follows: RIH[FHVVUHPXQHUDWLRQSDLGWR
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S. Name of Director Status Meetings
'LUHFWRUV
No. Attended
1. Dr. S.L.Keswani Chairman 1 5HVROXWLRQ IRU ZDLYHU RI UHFRYHU\ RI
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2. Shri K.C.Mehra Member 1
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DWSP RIORDQLQWRHTXLW\VKDUHV(QKDQFHWKH
f) RISK MANAGEMENTCOMMITTEE ERUURZLQJSRZHUV(QKDQFHPHQWRIWKH
In terms of the provisions of SEBI (LODR) Regulations, OLPLW RI FUHDWLRQ RI FKDUJH PRUWJDJH
2015, Company has constituted a Risk Management K\SRWKHFDWLRQ DQG SOHGJH HWF DQG
Committee comprising of Shri Vikram Agarwal, Managing $PHQGPHQWLQ$UWLFOHVRI$VVRFLDWLRQ
Director as Chairman and Shri M.L. Pareek and Shri P.L.
Special Resolution passed through Postal Ballot
Gupta, Whole-time Directors as members of the
Committee. No special resolution was passed through postal ballot
during the financial Year 2016-17. None of the businesses
The Committee met once during the financial year proposed to be transacted in the ensuing Annual General
2016-17 on 14 th February, 2017 and attendance of Meeting require passing a special resolution through
members at the meeting was as follows: postal ballot.
28
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9. MEANS OF COMMUNICATIONS e) Stock Exchanges where listed:
The Board of Directors approves and takes on record the L(TXLW\6KDUHV
quarterly / half yearly and annual results of the 61R 1DPHRIWKH6WRFN([FKDQJH 6WRFN&RGH
performance of the Company which are published in
English and Hindi language newspapers. The results %6( /WG
are sent to the Stock Exchanges on which the shares of 1DWLRQDO6WRFN([FKDQJHRI,QGLD/WG 35$.$6+
the Company are listed in the prescribed format so as to ,6,11RIRUHTXLW\VKDUHV ,1($
enable the respective stock exchanges to put the same
on their own Website. The results are also displayed on LL)RUHLJQ&XUUHQF\&RQYHUWLEOH%RQGV)&&%
the Company's Website viz. www.prakash.com. The )&&%LVVXHGE\WKH&RPSDQ\
Notice of AGM alongwith the Annual Report is sent to the ,6,1 1R IRU )&&% ;6
shareholders well in advance of the AGM. The stock
exchanges are notified of any important developments. f) Market Price Data :
Management Discussion & Analysis report which forms Market price of Company's Equity Share of C10 each
part of the Annual Report is attached to the Directors during the year from April, 2016 to March, 2017 at BSE
Report and sent to the shareholders. Ltd. and National Stock Exchange (NSE) are given
below: (C)
NSE Electronic Application Processing System (NEAPS):
The NEAPS is a web-based application designed by NSE %6( 16(
for corporates. All periodical compliance filings like 0RQWK +LJKHVW /RZHVW +LJKHVW /RZHVW
shareholding pattern, corporate governance report, media $SULO
releases, among others are filed electronically on NEAPS.
0D\
BSE Corporate Compliance & Listing Centre (the Listing -XQH
Centre): -XO\
BSEs Listing Centre is a web-based application $XJXVW
designed for corporates. All periodical compliance filings
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like shareholding pattern, corporate governance report,
media releases, among others are also filed electronically 2FWREHU
on the Listing Centre. 1RYHPEHU
SEBI Complaints Redress System (SCORES): 'HFHPEHU
-DQXDU\
The investor complaints are processed in a centralised
)HEUXDU\
web-based complaints redress system. The salient
features of this system are: Centralised database of all 0DUFK
complaints, online upload of Action Taken Reports (ATRs)
g) Distribution of Shareholding (as on 31st March, 2017)
by concerned companies and online viewing by investors
of actions taken on the complaint and its current status. 1RRI 1RRI RI 1RRI RI
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10. GENERAL SHAREHOLDERS INFORMATION
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a) Company Registration Details 8SWR
The Company is registered in the State of Haryana,
India. The Corporate Identity Number (CIN) allotted to
the Company by the Ministry of Corporate Affairs

(MCA) is L27109HR1980PLC010724.

b) Annual General Meeting:
Date & Time 25th July, 2017 at 12.30 p.m.
Venue 15 Km. Stone, Delhi Road, DERYH
Hissar-125044 7RWDO
c) Financial Calendar for 2017-18: h) Shareholding Pattern (as on 31st March, 2017)
i) First quarter results upto 14 th
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August, 2017 3URPRWHU 3URPRWHU*URXS
ii) Second quarter results upto 15th 0XWXDO)XQG87,
November, 2017 )LQDQFLDO,QVWLWXWLRQV%DQNV
iii) Third quarter results upto 15th ,QVXUDQFH&RPSDQLHV
February, 2018 )RUHLJQ,QVWLWXWLRQDO,QYHVWRUV
iv) Fourth quarter/Annual results upto 15 th/30 th %RGLHV&RUSRUDWH
May, 2018 15,V2%&V
d) Book Closure : 3XEOLF,QGLYLGXDOV
22th July, 2017 to 25th July, 2017 (both days inclusive) 7RWDO
29
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i) Registrar and Transfer Agents length basis and are intended to further in the
Company's interests.
The Company is doing transfer / split / consolidation /
transmission of shares held by shareholders in physical The Company has disclosed the related parties
form as well as demat / remat of shares "in-house" transactions in Notes on Accounts in the Balance Sheet.
since it has got electronic connectivity with both National The same are not in potential conflict with the interest of
Securities Depositories Ltd. (NSDL) and Central the Company at large.
Depository Services (India) Ltd. (CDSL). b) There has been no instance of non-compliance by the
j) Share Transfer System Company on any matter related to capital markets
during last three years, and hence, no penalties or
The Transfer of shares in physical form are registered strictures have been imposed on the Company by
and returned within the stipulated time, if documents Stock Exchanges or SEBI or any other statutory
are clear in all respects. authority.
k) Dematerialisation of Shares : c) The details of establishment of Vigil Mechanism &
Whistle Blower Policy can be accessed on the
The Company has arrangements with both National
Company's website www.prakash.com. Further it is
Securities Depositories Ltd. (NSDL) and Central
affirmed that there is a proper policy to look into the
Depository Services (India) Ltd. (CDSL) and got grievances of the personnel of the Company and no
electronic connectivity of shares for scripless trading. person has been denied access to the Audit
As on 31st March, 2017; 93.03% of Equity Shares of the Committee.
Company were held in dematerialized form.
d) The Policy for determining "Material Subsidiaries"
l) Listing Fee : can be accessed on company's website
The Company has paid the listing fees upto the year www.prakash.com.
2017-18 of BSE Ltd. and National Stock Exchange of e) The Policy on dealing with related party transactions
India Ltd. where the shares of the Company are listed can be accessed on company's website
and traded. www.prakash.com.
m) Outstanding Foreign Currency Convertible Bonds f) There has been no instance of non-compliance by the
(FCCB) : Company on any requirement of Corporate
Governance report as per Para C of Schedule V of
The total outstanding FCCB as on 31st March, 2017 is SEBI (LODR), Regulations, 2015.
31.95 Million US$.
g) The Company has adopted and fulfilled the disclosure
n) Plant Locations : requirements in compliance with Corporate
i) Champa, Distt. Janjgir Champa (Chhattisgarh) Governance requirements specified in regulation 17 to
27 and clauses (b) to (i) of sub-regulation (2) of
ii) Raipur (Chhattisgarh) Regulation 46 of SEBI(LODR) Regulations, 2015.
iii) Kashipur (Uttarakhand) 12. CODE OF CONDUCT
iv) Koira, Distt. Koenjhar (Odisha) The Company has adopted a Code of Conduct for all
Directors and Senior Management personnel including
v) Muppandal (Tamil Nadu)
functional heads of the Company. The essence of the
o) Address for Correspondence and for Share Transfer code is to conduct the business of the Company in
and related matters: honest and ethical manner in compliance with applicable
laws. The Code of Conduct has been posted on the
Prakash Industries Ltd. website of the Company. All the Board members and
SRIVAN, Bijwasan, Senior Management personnel including functional heads
New Delhi 110061. of the Company have affirmed compliance with the Code
Ph. : (011) - 25305800 & 28062115 of Conduct. A declaration signed by the CEO and CFO is
Fax. : (011) - 28062119 given below:
Website : www.prakash.com In terms of Para D of Schedule V of SEBI (LODR)
E-mail : investorshelpline@prakash.com Regulations 2015, it is hereby declared that all the
Directors and Senior Management personnel
11. OTHER DISCLOSURES
including functional heads have affirmed compliance
None of the transactions with any of related parties were of the Code of Conduct of the Company for the
in conflict with the Company's interest. Attention of financial year 2016-17
members is drawn to the disclosure of transactions with
related parties set out in Note No.45 of Standalone 3ODFH1HZ'HOKL 0/3DUHHN 3 / *XSWD
Financial Statements, forming part of the Annual Report. 'DWHQG 0D\ &KLHI([HFXWLYH &KLHI)LQDQFLDO
All related party transactions are negotiated on arms 2IILFHU 2IILFHU
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13. Disclosures with respect to demat suspense account/ unclaimed suspense account
a) Aggregate number of shareholders and the c) Number of shareholders to whom shares were
outstanding shares in the suspense account lying at transferred from suspense account during the year :
the beginning of the year : NIL NIL
b) Number of shareholders who approached listed entity d) Aggregate number of shareholders and the
for transfer of shares from suspense account during outstanding shares in the suspense account lying at
the year : NIL the end of the year : NIL
Compliance Certificate from the Auditors regarding compliance of conditions of

Corporate Governance
To
The Members of
Prakash Industries Limited
We have examined the compliance of conditions of corporate governance by Prakash Industries Limited ("the
Company"), for the year ended 31st March, 2017 as stipulated in SEBI(LODR) Regulations, 2015 and the
Listing Agreement of the said Company with Stock Exchanges.
The compliance of conditions of corporate governance is the responsibility of the management. Our examination
was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of
the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and the
representations made by the Directors and the management, we certify that the Company has complied with
the conditions of Corporate Governance as stipulated in the said clause of the Listing Regulations.
We further state that such compliance is neither an assurance as to future viability of the Company nor the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
for S.K. Hota & Associates

Company Secretaries
(Susanta Kumar Hota)

New Delhi Proprietor
22nd May, 2017 ACS: 16165 CP: 6425
31
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INFORMATION IN ACCORDANCE WITH THE PROVISIONS OF SECTION 134(3) (m) OF THE COMPANIES ACT 2013; READ
WITH RULE 8 OF COMPANIES (ACCOUNTS) RULES 2014 REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FORIEGN EXCHANGE EARNINGS AND OUTGO FOR THE YEAR ENDED 31ST MARCH, 2017
A) CONSERVATION OF ENERGY
I) STEPS TAKEN FOR IMPACT ON CONSERVATION OF ENERGY
Sponge Iron Division
1. Reduction of specific coal consumption per ton of DRI in SID Division by optimizing C / Fe Ratio
2. Reduction of power consumption by implementing various Energy conservation projects as per energy
audit conducted by CII
3. Reuse and recycle of backflow material of Kiln, back into the process resulting in coal saving in DRI
production
4. Improved power factor by installing capacitor bank resulted into energy saving
5. Installation of wet scrapper to arrest the air ingress resulted into increase of steam and power generation
6. Installation of VFD in Kiln Cooler Main drives, Bag Filters & other equipments for optimization and reduction
of electrical energy
Induction Furnace Division

1. Reduction of auxiliary power consumption by implementing CII Audit Energy saving proposals and installing
energy efficient Furnace
2. Reduction of heat time resulted into increased the number of heats leading to reduction in specific power
consumption of steel
SAF Division
1. Interconnection of compressed air pipe lines in SAF resulted into energy saving as well as flexibility of
operations
2 Installation of VFD in ID Fan & CT fans for energy saving
Power Plant Division

1. Installation of Capacitor Bank for improving the generator power factor
2. Installation of VFD in CEP pumps, boiler feed pumps & other equipments resulting into reduction of
auxiliary power consumption
3. Replaced the conventional blades of cooling tower with energy efficient FRP Blades resulted in energy
conservations
4. Improved the efficiency of cooling water pumps by applying the energy efficient epoxy coating
5. In-house designed new type of gland are fabricated and fixed in all PA fans for arresting the air ingress in
PA fan lines whichhas resulted in energy conservation
6. Modification in APH casing resulting improvement in the performance of APH and reduced auxiliary power
consumption
II) STEPS TAKEN BY THE COMPANY FOR UTILIZING ALTERNATE SOURCES OF ENERGY
1. Replacement of conventional lights with Energy Efficient LED lights
2. Reuse and recycle of backflow material in the Kilns for partly replacing the fresh coal in the feeding
3. Installation of dust injection system for utilizing the De dusting fines in the ABC / DSC of Kilns for increasing
the steam and power generation in WHRB
4. Using the waste heat of Kilns for generating power through Waste Heat Recovery Boilers
32
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III) CAPITAL INVESTMENT ON ENERGY CONSERVATION EQUIPEMENTS
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B) TECHNOLOGY ABSORPTION
(i) EFFORTS MADE TOWARDS TECHNOLOGY ABSORPTION
Company is committed to use latest technology ensuring maximum efficiencies, highest productivity and least
cost. For this Company is buying equipments only from renowned suppliers having tie-up for the latest
technology available globally
(ii) THE BENEFITS DERIVED LIKE PRODUCT IMPROVEMENT, COST REDUCTION, PRODUCT DEVELOPMENT OR
IMPORT SUBSTITUTION
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PROCESS IMPROVEMENT
1. Increased the use of coal fines in the Kiln for reducing the coal consumption and coal cost in DRI Kilns
2. Increase the FeM of DRI in the Kilns for improving the yield / metal recovery in Induction Furnace
3. Reuse / recycle of backflow material in Kilns to optimize the coal consumptions
4. Installation of bigger coal Injection system for higher feeding and avoid the downtime of coal injection system
particularly in the rainy season
5. Improved the IFD Yield by 1% leading to increase in recovery of metal and production and reduction of specific power
consumption
6. Reduction and optimization of heat time to increase the number of heats / furnace and productivity
7. Reduced the specific power consumption and optimization of production in SAF with better quality of Ore and Blend
and improving operation practices
8. Optimization of specific coal consumption and power cost in power plant by better coal blend and char and improving
efficiency and reduction of auxiliary power consumption
PRODUCT DEVELOPMENT
Company has pull all possible efforts with adoption of best available technologies to develop the manufacturing of
various products, best in the industry
INFORMATION REGARDING IMPORTED TECHNOLOGY ( LAST THREE YEARS)
S.No. TECHNOLOGY IMPORTED YEAR OF IMPORT STATUS WHEATHER THE
TECHNOLOGY FULLY
ABSORBED
i) Nil Nil Nil Nil
EXPENDITURE ON RESEARCH AND DEVELOPMENT ( R&D)
Expenditure on R & D has been charged in primary heads of accounts.
FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Activities relating to Exports and Export Plans: The Company is making efforts to develop markets for exports.
b) Total foreign exchange used and earned:
This Year Previous Year
(C in lakhs) (C in lakhs)
i) Foreign exchange used 1,078 1,356
ii) Foreign exchange earned
34
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MANAGEMENT DISCUSSION AND ANALYSIS
Industry Structure & Developments commercial construction, industrial production, irrigation sector,
Steel and Power Division: The outlook for the Indian Steel and replacement of aging pipelines. Expanding population
Industry continues to be bright. The sector has already risen leading to an increase in the demand for agricultural products
to be the third-largest producer of crude steel in the world. and increasing water sanitary management have created
The Indian Government's focus on infrastructure investments substantial demand for PVC pipes and fittings in agriculture,
and noteworthy initiatives, like affordable housing, housing for infrastructure, real estate and construction sectors across the
all by 2022, power for all by 2019, 100 smart cities by 2022, nation, over the years. Factors such as augmenting level of
Atal Mission for Rejuvenation and Urban Transformation population leading to increased demand for agricultural
(AMRUT), expansion of railway networks, development of production, increased government thrust on infrastructure
domestic shipbuilding industry, opening up of the defense development, rising demand from construction sector and
sector for private participation and the anticipated growth in increasing recognition among people regarding the benefits
the automobile sector are expected to create significant of PVC pipes over other conventional piping systems have
demand for steel in the country in the next couple of years. It impelled the scope for PVC pipe industry in India in the past
is expected that at the current rate of GDP growth, the steel and the trend is expected to continue in the future years.
demand will grow threefold in next 15 years to reach a However, the major threat to the industry remains to be delays
demand of close to 2205 million tonnes by 2030-31. in government decision/ spending and limited availability of
PVC resin in India.
PVC Pipe division: The growth trajectory witnessed in the PVC
Pipe and Fitting Industry in the past few years is expected to Segment Wise / Product Wise Performance
continue in future also and that too, at a much higher pace. Steel and Power Division: The performance of the Steel
The PVC pipes and fittings industry in India is projected to division was satisfactory during the year under review. The
reach INR 391 billion in FY'2019. The focus of the government finished steel production recorded growth of approx. 13.4%
on rural water management requiring proper infrastructure for in the year under review over the last financial year. During
the transportation of water to the end-user, shall remain as the year, the Company also re-commissioned its Heavy &
one of the major drivers for the growth of PVC pipe industry Medium Structural Mill at Raipur, as a step towards expanding
in the country along with the expansion of housing sector, its product range in the finished steel segment. The Steel
increasing demand for oil and gas transportation and Melting Shop capacity was also enhanced during the year by
replacement of ageing pipelines. replacing the existing furnaces with higher energy efficient
Opportunities and Threats furnaces. During the year, the company also secured medium
term coal linkage of 0.7 mn tonnes per annum for a period
Steel and Power Division: Looking at the present per capita
of five years for its steel and power operations, which has
steel consumption in the country, the Indian Steel Industry has
a huge potential for growth. The current per capita steel improved the self-reliant quotient of the Company significantly
consumption is as low as 60 kg as against the international regarding the requirement of coal. The operations in the
average is 208 kg per capita. India's growing urban power division were also satisfactory during the year and the
infrastructure and manufacturing sectors indicate that demand generation was sufficient to meet the requirement of power
is likely to be robust in the years ahead. If India is targeting in the steelmaking operations.
to become a "developed nation", the steel industry has to play PVC Pipe Division: The division recorded highest ever
a crucial role as has been the case with all the major production during the year under review. The robust market
developed countries and East Asian countries like Japan, demand contributed to consequent higher operating margins
South Korea. However, the major threat to the steel industry in the division. Encouraged by the performance of the division
in India continues to be the glut of cheap exports from and taking into consideration the future growth potential in the
countries like China, Japan and Korea at predatory low prices. sector, the Company has undertaken capacity expansion at
Although the Indian Government has taken series of steps like its PVC Pipe plant, which is in advanced stages of
imposition of Minimum Import Price, to create competitive implementation.
grounds for the domestic steel players, these import barriers
are transient in nature and are already under attack by Outlook
exporters like Japan, which have recently dragged India to the Steel and Power Division: The Indian steel industry is riding
WTO citing that imposition of such minimum import (MIP) high on the resurgent economy and rising demand for steel.
prices has flouted global trade rules. There is a threat that Rapid rise in steel production has resulted in India becoming
these steps may not be sustained for long. the 3rd largest producer of crude steel and is all set to meet
PVC Pipe division: The future of the Indian PVC pipe market the target of 200 million tonnes by 2020, thereby reaching the
looks attractive with opportunities in the potable water supply, 2nd place in world steel production. The 12th five year plan
wastewater supply, agriculture, and chemical sector. The major of the government is envisaging an investment of $ 1 trillion
growth drivers for this sector are the growth of government in infrastructure that will boost the demand for steel. Further,
infrastructural spending, increasing residential and increase in urban population to 600 million by 2030 from the
35
35$.$6+ ,1'8675,(6 /,0,7('
current level of 400 million, emergence of the rural market for severely affected the development and opening up of new
steel currently consuming around 11 kg per annum buoyed mines. The biggest challenges before any steel company
by projects like Bharat Nirman, Pradhan Mantri Gram Sadak remain to be the tie up of interrupted supplies of coal and
Yojana, among others, shall also spiral the demand for steel iron ore on one hand and the fear of glut of cheap imports
in the country in the future years. from counties like China, Korea and Japan on the other.
However, our company has managed to secure coal linkage
PVC Pipe Division: In the last one decade, the PVC pipe
for major part of its steel operations, thereby mitigating the
industry has been seeing a very strong demand, mainly from
risk of interruption in supplies of coal. As regards iron ore,
new construction in metro cities and Tier II and Tier III cities.
the Company has got iron ore mines allotted to it, which are
Besides new construction demand, there is a huge demand
likely to open in near future. Subsequent to the opening of
for replacement of metal pipes to plastic pipes mainly due to
the mines, the company shall become substantially self-reliant
the corrosion, rusting, scaling etc. Since last five years, the
regarding iron ore.
industry is growing at more than 15% CAGR. This growth
momentum is expected to continue in coming years also on Internal Control System and their Adequacy
account of thrust of the government on creation of Infrastructure
The Company has a well-established internal control
which shall need different kinds of pipes. Further, India has
framework, which is designed to continuously assess the
irrigation potential of 140 million hectares, out of which only
adequacy, effectiveness and efficiency of financial and
40% is irrigated, reflecting huge growth potential for PVC
operational controls. The management is committed to
pipes. The Indian piping market is still unorganized to the tune
ensure an effective internal control environment,
of 40% to 50 % but with growth of GDP and Per Capita
commensurate with the size and complexity of the business,
Income, it will ultimately move to organised players, benefitting
which provides an assurance on compliance with internal
them substantially. It has been seen that in last few years,
policies, applicable laws, regulations and protection of
customers are rapidly moving from unbranded to branded
resources and assets. The Audit Committee of the Board
quality pipes which has been the key reason for growth of
oversees the adequacy of the internal control environment
organized players in the industry.
through regular reviews of the audit findings and monitoring
Risks and Concerns implementations of internal audit recommendations through
the compliance reports submitted to them. The Statutory
The Company follows a well-defined and exhaustive risk
Auditors of your Company have opined in their report that your
management process, which is integrated with its operations.
Company has adequate internal controls over financial
This enables the company to identify, categorize and prioritize
reporting.
operational, financial and strategic business risks. Across the
organization, there are teams responsible for these Material developments in human resources/industrial
processes who report to the management. The risks are relations front, including number of people employed
prudently evaluated and necessary preventive steps or actions
The Company takes significant steps to ensure that the career
are taken to mitigate these probable risks.
aspirations of its employees are met through professional
In the context of the steel operations, although our country has growth. Therefore, it organises various training and skill-
rich and abundant resources of the key inputs for steel development activities to enrich employee knowledge and
making, namely iron ore and coal, the mining sector in the make them future ready. During the year, the total number of
country has witnessed severe obstacles in the past few years employees of the company at all its locations was more than
on account of regulatory and environmental issues, which has 5000.
36
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INDEPENDENT AUDITORS REPORT
To
The Members of
PRAKASH INDUSTRIES LIMITED
1. Report on the Ind AS Financial Statements An audit involves performing procedures to obtain audit
evidence about the amounts and the disclosures in the
We have audited the accompanying Ind AS financial
Ind AS financial statements. The procedures selected
statements of Prakash Industries Limited (the
depend on the auditors judgment, including the
Company), which comprise the Balance Sheet as at
assessment of the risks of material misstatement of the
March 31, 2017, the Statement of Profit and Loss
Ind AS financial statements, whether due to fraud or
(including other comprehensive income), the Statement
error. In making those risk assessments, the auditor
of Cash Flows and the Statement of Changes in Equity
considers internal financial controls relevant to the
for the year ended on that date, and a summary of Companys preparation of the Ind AS financial statements
significant accounting policies and other explanatory that give a true and fair view in order to design audit
information. procedures that are appropriate in the circumstances.
2. Managements Responsibility for the Ind AS Financial An audit also includes evaluating the appropriateness of
Statements the accounting policies used and the reasonableness
of the accounting estimates made by the Companys
The Companys Board of Directors is responsible for Directors, as well as evaluating the overall presentation
the matters stated in Section 134(5) of the Companies of the Ind AS financial statements.
Act, 2013 (the Act) with respect to the preparation and
presentation of these Ind AS financial statements that We believe that the audit evidence we have obtained is
give a true and fair view of the financial position, financial sufficient and appropriate to provide a basis for our
performance (including other comprehensive income), qualified audit opinion on the Ind AS financial statements.
cash flows and changes in equity of the Company in 4. Basis for Qualified Opinion
accordance with the accounting principles generally
accepted in India, including the Indian Accounting We refer to:
Standards (Ind AS) specified under Section 133 of the a. Note 40 to the Ind AS financial statements, wherein
Act, read with relevant rules issued thereunder. This in terms of a court order, the deferred tax liability of
responsibility also includes maintenance of adequate C 236 lakhs for the year ended on March 31, 2017
accounting records in accordance with the provisions of has been adjusted against Securities Premium
the Act for safeguarding the assets of the Company and reserve. Had the deferred tax liability been accounted
for preventing and detecting frauds and other for pursuant to Ind AS-12 Income Taxes, total
irregularities; selection and application of appropriate comprehensive income after tax for the year ended
accounting policies; making judgments and estimates on March 31, 2017 would have been higher by
that are reasonable and prudent; and design, C 236 lakhs.
implementation and maintenance of adequate internal
b. Note 41 to the Ind AS financial statements, wherein
financial controls, that were operating effectively for
no provision for interest aggregating to C 1,126 lakhs
ensuring the accuracy and completeness of the
for the year and C 2,178 lakhs as at March 31, 2017
accounting records, relevant to the preparation and
has been made in respect of restructured Foreign
presentation of the Ind AS financial statements that give
Currency Bonds/Convertible Bonds. Also, no provision
a true and fair view and are free from material
of interest (amount not ascertained) has been made
misstatement, whether due to fraud or error. in respect of other matured Foreign Currency
3. Auditors Responsibility Convertible Bonds as at March 31, 2017. Had such
provision for interest been made, Capital work in
Our responsibility is to express an opinion on these Ind progress and Other Current financial liabilities would
AS financial statements based on our audit. We have have been higher to that extent. Further, the Company
taken into account the provisions of the Act, the has classified matured Foreign Currency Convertible
accounting and auditing standards and matters which Bonds of C 15,756 lakhs as borrowings under the
are required to be included in the audit report under the head Non-Current Financial liabilities instead of
provisions of the Act and the rules made there under. Current Financial liabilities.
We conducted our audit in accordance with the c. Note 42 to the Ind AS financial statements, wherein
Standards on Auditing specified under Section 143(10) MAT credit entitlement expired during the year
of the Act. Those Standards require that we comply with amounting to C 1709 lakhs has been adjusted
ethical requirements and plan and perform the audit to against the retained earnings. Had this been
obtain reasonable assurance about whether the Ind AS adjusted in the Statement of Profit & Loss, profit for
financial statements are free from material misstatement. the year would have been lower by such amount.
37
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5. Qualified Opinion and May 25, 2015 respectively expressed modified/
unmodified opinion on those financial statements. The
In our opinion and to the best of our information and
adjustments to financial statements for the differences
according to the explanations given to us, except for the
in the accounting principles adopted by the Company on
effects of the matters described under paragraph 4
transition to the Ind AS, have been audited by us.
Basis for Qualified Opinion, the aforesaid Ind AS
financial statements give the information required by 8. Report on Other Legal and Regulatory Requirements
the Act in the manner so required and give a true and
1. As required by the Companies (Auditors Report)
fair view in conformity with the accounting principles
Order, 2016 (the Order), issued by the Central
generally accepted in India, of the financial position of
Government of India in terms of section 143 (11) of
the Company as at March 31, 2017, and its profit
the Act, we give in the Annexure A a statement on
(financial performance including other comprehensive
the matters specified in paragraphs 3 and 4 of the
income), its cash flows and the changes in equity for
Order.
the year ended on that date.
2. As required by section 143 (3) of the Act, we report
6. Emphasis of matters
that:
We draw attention to the following matters referred to in:
a. We have sought and except for the matters described
a. Note 42 to the Ind AS financial statements, wherein under Basis for Qualified Opinion paragraph, have
the provision for tax expenses made by the Company obtained all the information and explanations, which
is subject to assessment by the tax authorities and to the best of our knowledge and belief were
set off of MAT credit entitlement is subject to necessary for the purpose of our audit.
availability of taxable income in future periods within
b. Except for the effects of matters described in the
the prescribed time limit as per the relevant
Basis for Qualified Opinion paragraph, in our
provisions of the Income Tax Act, 1961.
opinion proper books of account as required by law
b. Note 44 to the Ind AS financial statements, wherein have been kept by the Company so far as it appears
the Coal mine blocks allocated to two Joint Venture from our examination of those books.
Companies have been cancelled pursuant to an
c. The Balance Sheet, the Statement of Profit and Loss
order of Honble Supreme court. No provision has
including other comprehensive income, the
been made for any diminution in the value of
Statement of Cash Flows and the Statement of
investments of C 218 lakhs made by the Company
in these companies and the advance of C 189 lakhs Changes in Equity dealt with by this report are in
given by the Company. agreement with the books of account.
c. Note 45 to the Ind AS financial statements, wherein d. In our opinion, except for the effects of matters
the Company has not received the full and final described in the Basis for Qualified Opinion
compensation for the assets of Chotia coal mine paragraph, the aforesaid Ind AS financial statements
transferred in terms of a government order. The comply with the Indian Accounting Standards
necessary adjustment for the gain/loss on transfer specified under section 133 of the Act, read with
of these assets will be made after receipt of full and relevant rules issued thereunder.
final amount of compensation. e. On the basis of the written representations received
d. Note 60 to the Ind AS financial statements, wherein from the directors as on March 31, 2017 and taken
managerial remuneration amounting to C 523 lakhs on record by the Board of Directors, none of the
paid/provided for the financial year ended March 31, directors is disqualified as on March 31, 2017 from
2016 is subject to awaited approval of the Central being appointed as a director in terms of Section
Government. 164 (2) of the Act.
Our opinion is not qualified in respect of these matters. f. The qualication relating to the maintenance of
accounts and other matters connected there with are
7. Other Matter as stated in the Basis for Qualied Opinion
The comparative financial information of the Company paragraph;
for the year ended March 31, 2016 and the transition g. With respect to the adequacy of the internal financial
date opening balance sheet as at April 1, 2015 included controls over financial reporting of the Company and
in the Ind AS financial statements, are based on the the operating effectiveness of such controls, refer to
previously issued audited financial statements for the our separate Report in Annexure B.
years ended March 31, 2016 and March 31, 2015
prepared in accordance with the Companies (Accounting h. With respect to the other matters to be included in
Standards) Rules, 2006 which were audited by the the Auditors Report in accordance with Rule 11 of
predecessor auditor whose report for the years ended the Companies (Audit and Auditors) Rules, 2014, in
March 31, 2016 and March 31, 2015 dated May 24, 2016 our opinion and to the best of our information and
38
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according to the information and explanations given as well as dealings in Specified Bank Notes
to us: during the period from November 8, 2016 to
December 30, 2016. Based on audit procedures
i. The Company has disclosed the impact of
and relying on managements representation, we
pending litigations on its financial position in its
report that disclosures are in accordance with
Ind AS financial statements (refer note 36 & 38);
the books of account maintained by the
ii. Except for the effects of matters described under Company and as produced to us by the
Basis of Qualified Opinion paragraph, the management (Refer note 58).
Company has made provisions, as required
under the applicable law or accounting
standards, for material foreseeable losses, if
any, on long-term contracts except in matters
For Chaturvedi & Co.
described in the Basis for Qualified Opinion
paragraph. The Company did not have any
Firm Registration No. 302137E
derivative contracts;
iii. There were no amounts which were required to
be transferred, to the Investor Education and
Protection Fund by the Company during the year;
Pankaj Chaturvedi
iv. The company has provided requisite disclosures New Delhi Partner
in the Ind AS financial statements as to holdings May 22, 2017 Membership No. 091239
39
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ANNEXURE A REFERRED TO IN INDEPENDENT AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF
PRAKASH INDUSTRIES LIMITED (THE COMPANY) ON THE IND AS FINANCIAL STATEMENTS FOR THE YEAR
ENDED MARCH 31, 2017
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation,
of fixed assets;
(b) The fixed assets were physically verified during the year by the management in accordance with a regular
programme of verification which, in our opinion, is reasonable having regard to the size of the company and the
nature of its assets. According to the information and explanations given to us, discrepancies noticed on such
verification were not material and have been properly dealt with in the books of account.
(c) The title deeds of immovable properties are held in the name of the company except for one case of freehold
land having gross/net block value of C 20 lakhs;
(ii) According to the information and explanations given to us, the management has conducted physical verification of
inventory at reasonable intervals during the year except materials in transit as at the year end. The discrepancies
noticed on verification between physical inventory and book records were not material and have been properly dealt
with in the books of account.
(iii) The Company has granted an interest free unsecured loan of C 189 lakhs to a Joint venture company covered under
register maintained under section 189 of the Act. In our opinion, the terms and conditions of the loan granted by the
Company, having regard to the nature and purpose of the transaction and relying on managements representation
that the Company is obliged to provide finances to the joint venture company, are not prejudicial to the interest of the
Company. The schedule of the repayment of the amount is not stipulated, hence we are not able to comment whether
the repayments are regular or the outstanding is overdue (Refer note 43).
(iv) According to information and explanations given to us, the company has complied with the provisions of section 185
and 186 of the Act, in respect of loans, investments, guarantees and security as applicable.
(v) According to the information and explanations given to us, the Company has not accepted any deposits within the
meaning of Sections 73 to 76 of the Act and the rules framed there under.
(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the rules made by the Central
Government under sub-section (1) of Section 148 of the Act and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained. We have, however, not made a detailed examination of these
records with a view to determine whether they are accurate or complete.
(vii) (a) According to information and explanations given to us and the records of the Company examined by us, the
Company is generally regular in depositing undisputed statutory dues in respect of provident fund, employees
state insurance, duty of customs, cess and any other statutory dues except sales tax, income tax, service tax, duty
of excise, value added tax and duty on power with the appropriate authorities. The outstanding statutory dues as
on March 31, 2017 include the amount of C 2411 lakhs outstanding for a period of more than six months from the
date they became payable.
(b) According to the information and explanations given to us and the records of the Company examined by us, there
were no outstanding dues in respect of income tax, sales tax, service tax, duty of customs, duty of excise and
value added tax which have not been deposited on account of any dispute except the following:
Name of Statue Nature of Amount Period to which the Forum where the dispute is pending
Dues C in Lakhs)
(C amount relates
Central Excise Act, Excise 274.46 1994-95, CESTAT, New Delhi

1944 Duty 2005-06 to 2008-09
119.70 2012-13 & 2013-14 Appellate Authority - Addl. Commissioner
5.09 2001-02 Appellate Authority - Jt. Commissioner
17.92 1995-96 & Appellate Authority - Dy. Commissioner
2010-11 to 2012-13
0.11 1996-97 Appellate Authority - Asstt. Commissioner
The Income Tax Income 356.70 1998-99 to 2000-01 Commissioner of Income Tax (Appeals)
Act, 1961 Tax & 2006-07
Finance Act, 1994 Service 194.70 2012-13 to 2014-15 Appellate Authority - Commissioner
Tax
40
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(viii) According to the information and explanations given to us, there are no loans or borrowings payable to the Government.
The details of the delays by the Company in repayments of loans / borrowing to financial institutions, bank and bond
holders are as under:
CLQ/DNKV Period of Remark

Lender Repayment Payment of Default
of Principal Interest (days)
Foreign Currency Convertible Bonds (FCCB) 15,756 702

Refer note 47
Foreign Currency Bonds (FCB) 3,472 - 6,944 213 - 336
Rural Electrification Corporation Limited 6,323 6,419 Rescheduled/restructured
Corporation Bank 4,756 1,394 by lenders (Refer note 19(b))
(ix) According to the information and explanations given to us, the Company has not raised any money by way of initial
public offer or further public offer (including debt instruments) and term loans have been applied by the Company
during the year for the purposes for which they were obtained.
(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers
or employees have been noticed or reported during the year.
(xi) According to the information and explanations given to us and based on the audit procedures conducted by us, the
managerial remuneration paid/provided during the year is in accordance with the requisite approvals mandated by the
provisions of section 197 read with Schedule V to the Act. The Companys applications for approvals in respect of
excess managerial remuneration of C 523 lakhs paid/payable during the previous year, are pending with the appropriate
authority. Accordingly, pending approvals, the Company has taken no further steps in this regard.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company.
Therefore, the provisions of Para 3 (xii) of the Order are not applicable to the Company.
(xiii) In our opinion and according to the information and explanations given to us and based on our examination of the
records of the Company, all transactions with the related parties are in compliance with Sections 177 and 188 of the
Act, where applicable and the details have been disclosed in the Ind AS financial statements as required by the
applicable accounting standards.
(xiv) According to the information and explanations given to us, the Company has, during the year, made allotment of Equity
shares to the Foreign Currency Convertible Bond (FCCB) holders on exercising the option of conversion by them as
per the terms of the FCCB. The requirements of section 42 of the Companies Act, 2013 have been complied with by
the Company to the extent applicable.
(xv) According to the information and explanations given to us and based on our examination of the records of the
Company, the company has not entered into any non-cash transactions with directors or persons connected with
them. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the company.
(xvi) In our opinion, the Company is not required to be registered under section 45 IA of the Reserve Bank of India Act,
1934. Accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company.

Pankaj Chaturvedi
New Delhi Partner
May 22, 2017 Membership No. 091239
41
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ANNEXURE B REFERRED TO IN INDEPENDENT AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF
PRAKASH INDUSTRIES LIMITED (THE COMPANY) ON THE IND AS FINANCIAL STATEMENTS FOR THE YEAR
ENDED MARCH 31, 2017
Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (the Act)
We have audited the internal financial controls over financial reporting of Prakash Industries Limited (the Company) as of
March 31, 2017 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that
date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the
internal control over financial reporting criteria established by the Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute
of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information,
as required under the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on
our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting (the Guidance Note) and the Standards on Auditing issued, issued by ICAI and deemed to be prescribed
under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both
issued by the Institute of Chartered Accountants of India and applicable to an audit of internal financial controls. Those
Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established
and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
system over financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial
controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the
auditors judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements,
whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit
opinion on the Companys internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of Ind AS financial statements for external purposes in
accordance with generally accepted accounting principles. A companys internal financial control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of Ind AS financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect
on the Ind AS financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion
or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to
the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
42
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Basis of qualified opinion
The Company did not have appropriate internal financial controls over (a) assessment of provision for interest on Foreign
currency bonds/convertible bonds, (b) adjustment of deferred tax liability and MAT credit entitlement to the statement of profit
and loss. The inadequate internal controls over financial reporting in respect of aforesaid matters have effect on the
reported profit for the year.
Qualified opinion
In our opinion and according to the information and explanations given to us, except for the effects of matters described in
Basis of qualified opinion paragraph above, the Company has, in all material respects, an adequate internal financial
controls system over financial reporting and such internal financial controls over financial reporting were operating effectively
as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the Institute of Chartered Accountants of India.
We have considered matters reported in Basis of qualified opinion paragraph in determining the nature, timing and extent
of audit tests applied in our audit of the Ind AS financial statements of the Company for the March 31, 2017.

Pankaj Chaturvedi
New Delhi Partner
May 22, 2017 Membership No. 091239
43
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BALANCE SHEET As At 31ST March, 2017 Cin lakhs
1RWH As at As at As at
1R VW0DUFK VW 0DUFK VW$SULO
I. ASSETS
(1) Non Current Assets
(a) Property, Plant & Equipment 5 1,57,813 1,63,494 1,63,030
(b) Capital Work-in-progress 5 1,14,145 95,521 88,782
(c) Other Intangible Assets 5 290
(d) Intangible Assets Under Development 5 5,631
(e) Financial Assets
(i) Investments 6 218 218 218
(ii) Loans 7 189 189 182
(iii) Other Financial Assets 8 4,778 2,298 2,865
(f) Non Current Tax Assets 9 267 270 153
(g) Other Non Current Assets 10 31,929 33,148 34,890
3,09,339 2,95,138 2,96,041
(2) Current Assets
(a) Inventories 11 18,775 18,258 19,407
(b) Financial Assets
(i) Trade Receivables 12 7,633 7,994 9,697
(ii) Cash & Cash Equivalents 13 1,664 928 1,968
(iii) Bank Balance other than (ii) above 14 1,147 1,075 801
(v) Other Financial Assets 15 3,057 8,824 760
(c) Other Current Assets 16 8,648 4,018 5,796
40,924 41,097 38,429
TOTAL ASSETS 3,50,263 3,36,235 3,34,470
II. EQUITY AND LIABILITIES
EQUITY
(a) Equity Share Capital 17 13,905 13,449 13,449
(b) Other Equity 18 2,08,191 2,00,296 1,95,906
2,22,096 2,13,745 2,09,355
LIABILITIES
(1) Non Current Liabilities
(a) Financial Liabilities
(i) Borrowings 19 57,681 54,379 63,029
(ii) Other Financial liabilities 20 165 126 125
(b) Provisions 21 2,913 2,377 1,910
(c) Deferred tax liabilities (Net) 22 8,653 8,889 8,919
(2) Current Liabilities
(a) Financial Liabilities
(i) Borrowings 23 14,331 8,110 13,010
(ii) Trade Payables 24 9,700 8,888 7,722
(iii) Other Financial liabilities 25 26,485 31,799 22,966
(b) Other current Liabilities 26 5,111 6,425 6,499
(c) Provisions 27 1,275 1,103 935
(d) Current tax Liabilities(Net) 28 1,853 394 -
TOTAL LIABILITIES 1,28,167 1,22,490 1,25,115
TOTAL EQUITY AND LIABILITIES 3,50,263 3,36,235 3,34,470
The accompanying notes are an integral part of these Ind AS financial statements.
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STATEMENT OF PROFIT & LOSS For the year ended 31ST March, 2017 Cin lakhs
1RWH )RU WKH \HDU HQGHG )RU WKH \HDU HQGHG
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INCOME
Revenue from operations 29 2,41,480 2,28,120
Other Income 30 332 481
Total Income 2,41,812 2,28,601
EXPENSES
Cost of material consumed 1,49,270 1,45,415
Changes in inventories of finished goods 31 (1,052) 597
and work-in-progress
Employee benefits expense 32 15,488 14,387
Finance costs 33 7,307 6,945
Depreciation and amortization expense 34 10,303 10,181
Excise duty 24,130 22,791
Other expenses 35 27,526 25,946
Total expenses 2,32,972 2,26,262
Profit before exceptional items and tax 8,840 2,339
Exceptional Items
Profit before tax 8,840 2,339
Tax expenses:
Current tax 49 1,887 440
Less:MAT credit entitlement (1,147) 740 (439) 1
Deferred Tax 40
Profit for the year 8,100 2,338
Other Comprehensive Income
a) Items that will not be reclassified to
Profit or Loss
-Remeasurement of defined benefit plans (265) (341)
b) Income tax relating to items that will not be
reclassified to Profit or Loss
-Remeasurement of defined benefit plans 40
Total Comprehensive Income for the year 7,835 1,997
Earning per equity share: 51
(Face Value of C 10/- each)
Basic C 5.97 1.74
Diluted C 5.40 1.52
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STATEMENT OF CHANGES IN EQUITY For the year ended 31ST March, 2017
A. Equity Share Capital
Equity Shares of C 10 each issued,subscribed and fully paid up
Cin lakhs
Number of Shares Amount
As at 1st April, 2015 13,44,88,514 13,449
Change in share capital during the year
Balance as at 31st March, 2016 13,44,88,514 13,449
Change in share capital during the year 45,57,817 456
Balance as at 31st March, 2017 13,90,46,331 13,905
(refer note 17)
-Change in share capital during the year ended 31 March,2017 represents the shares alloted on conversion
of Foreign Currency Convertable Bonds (FCCB).
B. Other Equity
C in lakhs
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STATEMENT OF CASH FLOWS For the year ended 31ST March, 2017 Cin lakhs
For the year ended For the year ended
31st March, 2017 31st March, 2016
A. Cash Flow From Operating Activities :
Adjustments for
Provision for employee benefit 182 67
Allowance for doubtful debts and advances 21 24
Depreciation and amortisation expenses 10,303 10,181
Interest and other Income (332) (481)
Loss/(Profit) on sale of fixed assets 109 45
Financial cost 7,307 17,590 6,945 16,781
Operating Profit before working Capital changes 26,430 19,120
Adjustments for
Trade receivables 354 1,687
Other financial assets 5,568 160
Other current assets (4,644) 1,770
Inventories (517) 1,149
Trade payable and other financial liabilities 1,471 2,035
Other current liabilites (1,314) 918 (74) 6,727
Cash generated from operations 27,348 25,847
Direct Taxes Paid (Net of refund) 425 145
Additional Levy on Coal 1,485
Net Cash generated from operating activities 26,923 24,217
B. Cash Flow From Investing Activities
Sale proceeds of fixed assets 134 328
Purchase of fixed assets including CWIP and capital advances (22,880) (15,842)
Interest and other Income received 335 488
Advances to Joint ventures (7)
Changes in Term deposits with banks (2,356) 111
Net cash used in investing activities (24,767) (14,922)
C. Cash Flow From Financing Activities :
Proceeds/(Repayment) from Loans (Net) 2,244 (4,973)
Finance expenses paid (3,664) (5,362)
Net Cash from financing activities (1,420) (10,335)
Net Changes in Cash & Cash equivalents (A+B+C) 736 (1,040)
Opening balance of Cash & Cash equivalents 928 1,968
Closing balance of Cash & Cash equivalents 1,664 928
Component of Cash and Cash equivalents
Balance with Current Accounts 1,515 830
Cheques, Drafts on hands 100 49
Cash on hands 49 49
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NOTES ON IND AS FINANCIAL STATEMENTS
1. Company Overview
Prakash Industries Limited (the Company) is a public limited company domiciled in India and is incorporated
under the provisions of the Companies Act applicable in India. It has been engaged primarily in the business of
manufacture and sale of Steel Products & PVC Pipes and generation of Power. The Company has its manufacturing
facilities in India and sells products in India.
2. Recent accounting pronouncement
Standards issued but not yet effective
In March 2017, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments)
Rules, 2017, notifying amendments to Ind AS 7, Statement of Cash Flows and Ind AS 102, Share-based payment.
These amendments are in accordance with the recent amendments made by International Accounting Standards
Board (IASB) to IAS 7, Statement of Cash Flows and IFRS 2, Share-based payment, respectively. The amendments
are applicable from April 1, 2017.
Amendment to Ind AS 7
The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of financial statements to
evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and
non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the Balance
Sheet for liabilities arising from financing activities, to meet the disclosure requirement.
The effect on the financial statements is being evaluated by the Company.
Amendment to Ind AS 102
The amendment to Ind AS 102 provides specific guidance to measurement of cash-settled awards, modification of
cash- settled awards and awards that include a net settlement feature in respect of withholding taxes.
It clarifies that the fair value of cash-settled awards is determined on a basis consistent with that used for equity-
settled awards. Market-based performance conditions and non-vesting conditions are reflected in the fair values, but
non-market performance conditions and service vesting conditions are reflected in the estimate of the number of
awards expected to vest. Also, the amendment clarifies that if the terms and conditions of a cash-settled share-
based payment transaction are modified with the result that it becomes an equity-settled share-based payment
transaction, the transaction is accounted for as such from the date of the modification. Further, the amendment
requires the award that include a net settlement feature in respect of withholding taxes to be treated as equity-settled
in its entirety. The cash payment to the tax authority is treated as if it was part of an equity settlement.
The requirements of the amendment have no impact on the financial statements as the standard is not applicable to
the Company.
3. Significant Accounting policies
3.1 Statement of Compliance
These financial statements of the Company have been prepared in accordance with Indian Accounting Standards
notified under the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS). The Company has prepared its
financial statements up to the year ended 31st March, 2016 in accordance with generally accepted accounting
principles in the India, including accounting standards read with Section 133 of the Companies Act, 2013 notified
under Companies (Accounting Standards) Rules, 2006 (Previous GAAP). These are the Companys first Ind AS
financial statements. The date of transition to Ind AS is 1st April, 2015. Refer note 4 below for the details of first time
adoption exemptions availed by the Company.
3.2 Basis of preparation
These financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) notified under
Section 133 of the Companies Act, 2013 (the Act) read with Rule 3 of the Companies (Indian Accounting Standards)
Rules, 2015, and presentation requirements of Schedule III to the Act under the historical cost convention on the
accrual basis except for certain financial instruments which are measured at fair value.
Accounting policies have been consistently applied except where a newly issued accounting standard is initially
adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.
3.3 Critical accounting judgements and key sources of estimation uncertainty
The preparation of the financial statements in conformity with the Ind AS requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets,
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liabilities and disclosures as at date of the financial statements and the reported amounts of the revenues and
expenses for the years presented. The estimates and associated assumptions are based on historical experience
and other factors that are considered to be relevant. Actual results may differ from these estimates under different
assumptions and conditions.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and future periods.
Critical Judgements In the process of applying the Companys accounting policies, management has made the
following judgements, which have the most significant effect on the amounts recognized in the financial statements:
Discount rate used to determine the carrying amount of the Companys defined benefit obligation: In determining
the appropriate discount rate for plans operated in India, the management considers the interest rates of government
bonds in currencies consistent with the currencies of the post-employment benefit obligation.
Contingences and commitments: In the normal course of business, contingent liabilities may arise from litigations
and other claims against the Company. Where the potential liabilities have a low probability of crystallizing or are very
difficult to quantify reliably, company treat them as contingent liabilities. Such liabilities are disclosed in the notes but
are not provided for in the financial statements. Although there can be no assurance regarding the final outcome of
the legal proceedings, company do not expect them to have a materially adverse impact on the financial position or
profitability.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the
reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed below:
Income taxes: The Companys tax jurisdiction is India. Significant judgments are involved in determining the provision
for income taxes, including amount expected to be paid / recovered for uncertain tax positions.
Useful lives of property, plant and equipment: As described in Note 3.8, the Company reviews the estimated useful
lives and residual values of property, plant and equipment at the end of each reporting period. During the current
financial year, the management determined that there were no changes to the useful lives and residual values of the
property, plant and equipment.
Allowances for doubtful debts: The Company makes allowances for doubtful debts based on an assessment of the
recoverability of trade and other receivables. The identification of doubtful debts requires use of judgement and
estimates.
3.4 Operating Cycle and Current versus non-current classification
The Company presents assets and liabilities in the balance sheet based on current/ non-current classification in
accordance with Part-I of Division- II of Schedule III of the Companies Act, 2013.
An asset is treated as current when it (a) Expected to be realised or intended to be sold or consumed in normal
operating cycle; (b) Held primarily for the purpose of trading; or (c) Expected to be realised within twelve months after
the reporting period, or (d) The asset is cash or cash equivalent unless restricted from being exchanged or used to
settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current.
A liability is current when (a) It is expected to be settled in normal operating cycle; or (b) It is held primarily for the
purpose of trading; or (c) It is due to be settled within twelve months after the reporting period, or (d) There is no
unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. Terms
of a liability that could, at the option of the counterparty, results in its settlement by the issue of equity instruments do
not affect its classification. The Company classifies all other liabilities as non-current.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and
cash equivalents. The Company has identified twelve months as its normal operating cycle.
3.5 Revenue recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the
revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair
value of the consideration received or receivable, taking into account contractually defined terms of payment inclusive
of excise duty and net of returns, trade allowances, rebates, taxes and amounts collected on behalf of third parties
and government.
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Sale of Goods Revenue from the sale of goods is recognised when the goods are delivered and titles have passed,
at which time all the following conditions are satisfied:
- the Company has transferred to the buyer the significant risks and rewards of ownership of the goods;
- the Company retains neither continuing managerial involvement to the degree usually associated with
ownership nor effective control over the goods sold ;
- the amount of revenue can be measured reliably;
- it is probable that the economic benefits associated with the transaction will flow to the Company; and the
costs incurred or to be incurred in respect of the transaction can be measured reliably.
Interest income Interest income is accrued on a time basis, by reference to the principal outstanding and at the
effective interest rate applicable.
Dividends Dividend income from investments is recognised when the Companys right to receive the payment is
established, which is generally when shareholders approve the dividend.
3.6 Segment Reporting
Operating segments are defined as components of an enterprise for which discrete financial information is available
that is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and assessing
performance. Thus, the Companys business falls under three operational segments i.e. Steel Products, PVC pipe
and Power.
Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on
the basis of their relationship to the operating activities of the segment. Inter segment revenue is accounted on the
basis of transactions which are primarily determined based on market / fair value factors. Revenue, expenses,
assets and liabilities which relate to the Company as a whole and are not allocable to segments on a reasonable
basis have been included under unallocated revenue / expenses / assets / liabilities.
3.7 Foreign Currencies
Functional currency: The functional currency of the Company is the Indian rupee.
Transactions and translations: Foreign currency transactions are translated into the functional currency using the
exchange rates at the dates of the transactions. Foreign-currency-denominated monetary assets and liabilities are
translated into the relevant functional currency at exchange rates in effect at the Balance Sheet date. The gains or
losses resulting from such translations are included in net profit in the Statement of Profit and Loss. Non-monetary
assets and non-monetary liabilities denominated in a foreign currency and measured at fair value are translated at
the exchange rate prevalent at the date when the fair value was determined. Non-monetary assets and non-monetary
liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate
prevalent at the date of the transaction.
Transaction gains or losses realized upon settlement of foreign currency transactions are included in determining
net profit for the period in which the transaction is settled. Revenue, expense and cash flow items denominated in
foreign currencies are translated into the relevant functional currencies using the exchange rate in effect on the date
of the transaction.
3.8 Property, plant and equipment
Property, plant and equipment (PPE) are initially recognised at cost. The initial cost of PPE comprises its purchase
price, including non-refundable duties and taxes net of any trade discounts and rebates. The cost of PPE includes
interest on borrowings (borrowing cost) directly attributable to acquisition, construction or production of qualifying
assets subsequent to initial recognition, PPE are stated at cost less accumulated depreciation (other than freehold
land, which are stated at cost) and impairment losses, if any.
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Company and the cost
of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is
derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting
period in which they are incurred.
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned
assets. However, when there is no reasonable certainty that ownership will be obtained by the end of the lease term,
assets are depreciated over the shorter of the lease term and useful lives.
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Depreciation is recognised so as to write off the cost of assets (other than freehold land and capital work in
progress) less their residual values over the useful lives, using the straight- line method (SLM) in the manner
prescribed in Schedule II of the Act. Management believes based on a technical evaluation (which is based on
technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions
of the asset, past history of replacement, anticipated technological changes, manufacturers warranties and
maintenance support, etc.) that the useful lives of the assets as considered by the company reflect the periods over
which these assets are expected to be used.
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in
circumstances indicate that the carrying value may not be recoverable.
The residual values, useful life and depreciation method are reviewed at each financial year-end to ensure that the
amount, method and period of depreciation are consistent with previous estimates and the expected pattern of
consumption of the future economic benefits embodied in the items of property, plant and equipment.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset. Any gain or loss arising on disposal or retirement of an item
of property, plant and equipment is determined as the difference between sales proceeds and the carrying amount
of the asset and is recognised in profit or loss. Fully depreciated assets still in use are retained in financial
statements.
3.9 Capital work-in-progress and intangible assets under development
Capital work-in-progress/intangible assets under development are carried at cost, comprising direct cost, related
incidental expenses and attributable borrowing cost.
3.10 Intangible assets
Intangible assets are measured on initial recognition at cost and subsequently are carried at cost less accumulated
amortisation and accumulated impairment losses, if any.
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or
disposal. Gains or losses on derecognition are determined by comparing proceeds with carrying amount. These are
included in profit or loss within other gains/(losses).
The Company amortises intangible assets with a finite useful life using the straight-line method over the of useful
lives determined by the terms of the agreement /contract. The estimated useful life is reviewed annually by the
management.
3.11 Investment in joint ventures
Investments in joint venture are carried at cost less accumulated impairment losses, if any. Where an indication of
impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable
amount. On disposal of investments in joint venture, the difference between net disposal proceeds and the carrying
amounts are recognized in the Statement of Profit and Loss.
3.12 Income tax
Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the
year. Current and deferred taxes are recognised in Statement of Profit and Loss, except when they relate to items that
are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are
also recognised in other comprehensive income or directly in equity, respectively.
Current tax: Current tax is measured at the amount of tax expected to be payable on the taxable income for the year
as determined in accordance with the provisions of the Income Tax Act, 1961. Current tax assets and current tax
liabilities are offset when there is a legally enforceable right to set off the recognized amounts and there is an
intention to settle the asset and the liability on a net basis.
Deferred tax: Deferred income tax is recognised using the Balance Sheet approach. Deferred income tax assets
and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of
assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition
of an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable
profit or loss at the time of the transaction.
Deferred tax assets are recognised only to the extent that it is probable that either future taxable profits or reversal of
deferred tax liabilities will be available, against which the deductible temporary differences, and the carry forward of
unused tax credits and unused tax losses can be utilised. The carrying amount of a deferred tax asset is reviewed
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at the end of each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit
will be available to allow all or part of the deferred income tax asset to be utilised.
Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or
substantively enacted by the end of the reporting period and are expected to apply when the related deferred tax
asset is realised or the deferred tax liability is settled. Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set current tax assets and liabilities and when the deferred tax balances relate to the
same taxation authority.
3.13 Leases
Leases are classified as finance leases whenever the terms of lease transfer substantially all the risks and rewards
of ownership to the lessee. Leases where a significant portion of the risks and rewards of ownership are retained
by the lessor are classified as operating leases.
Operating Lease: Operating lease payments are recognized as an expense in the Statement of Profit and Loss on
a straight-line basis over the lease term except where another systematic basis is more representative of the time
pattern in which economic benefits from leased assets are consumed. The aggregate benefit of incentives (excluding
in inflationary increases where rentals are structured solely to increase in line with the expected general inflation to
compensate for the lessors inflationary cost increases, such increases are recognised in the year in which the
benefits accrue) provided by the lessor is recognized as a reduction of rental expense over the lease term on a
straight-line basis.
Finance Lease: Assets held under finance leases are initially recognized as assets of the Company at their fair value
at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding
liability to the lessor is included in the Balance Sheet as a finance lease obligation. Assets held under finance
leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the
term of the relevant lease. Lease payments are apportioned between finance expenses and reduction of the lease
obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses are
recognized immediately in profit or loss, unless they are directly attributable to qualifying assets, in which case they
are capitalized in accordance with the Companys general policy on borrowing costs. Contingent rentals are recognized
as expenses in the periods in which they are incurred.
3.14 Impairment of assets
Financial assets : The Company assesses on a forward looking basis the expected credit losses associated with
its financial assets. The impairment methodology applied depends on whether there has been a significant increase
in credit risk. For trade receivables only, the Company applies the simplified approach permitted by Ind AS 109
Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the
receivables.
PPE and intangibles assets: Property, plant and equipment and intangible assets with finite life are evaluated for
recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such
indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is
determined on an individual asset basis unless the asset does not generate cash flows that are largely independent
of those from other assets. In such cases, the recoverable amount is determined for the cash-generating unit (CGU)
to which the asset belongs.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount
of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the Statement of
Profit and Loss.
3.15 Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of
three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value.
3.16 Provisions and Contingent Liabilities:
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation
and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the best estimate
of the expenditure required to settle the present obligation at the Balance Sheet date.
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If the effect of the time value of money is material, provisions are discounted to reflect its present value using a
current pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to
the obligation. When discounting is used, the increase in the provision due to the passage of time is recognised as
a finance cost.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of
which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly
within the control of the Company or a present obligation that arises from past events where it is either not probable
that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be
made.
3.17 Inventories
Inventories are valued at lower of cost on FIFO basis and net realisable value after providing for obsolescence and
other losses, where considered necessary. Cost includes all charges in bringing the goods to their present location
and condition, including octroi and other levies, transit insurance and receiving charges. Work-in-progress and finished
goods include appropriate proportion of overheads and, where applicable, excise duty. Net realisable value is the
estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated
costs necessary to make the sale.
3.18 Non-derivative financial instruments
Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of
the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and
financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial
recognition of financial asset or financial liability.
a. Financial assets Subsequent measurement
Financial assets at amortised cost: Financial assets are subsequently measured at amortised cost if these
financial assets are held within a business whose objective is to hold these assets in order to collect contractual
cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding.
Financial assets at fair value through other comprehensive income (FVTOCI): Financial assets are measured
at fair value through other comprehensive income if these financial assets are held within a business whose
objective is achieved by both collecting contractual cash flows that give rise on specified dates to solely payments
of principal and interest on the principal amount outstanding and by selling financial assets.
Financial assets at fair value through profit or loss (FVTPL): Financial assets are measured at fair value
through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive
income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and
liabilities at fair value through profit or loss are immediately recognised in profit or loss.
b. Financial liabilities - Subsequent measurement
Financial liabilities are measured at amortised cost using the effective interest method. The measurement of
financial liabilities depends on their classication, as described below:
Loans and borrowings: After initial recognition, interest-bearing loans and borrowings are subsequently measured
at amortised cost on accrual basis.
Composite financial Instrument: The fair value of the liability portion of an optionally convertible bond is
determined using a market interest rate for an equivalent non-convertible bond. This amount is recorded as a
liability on an amortised cost basis until extinguished on conversion or redemption of the bonds. The remainder
of the proceeds is attributable to the equity portion of the compound instrument. This is recognised and included
in shareholders equity.
Derecognition
A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or
expires.
c. Offsetting of financial instruments
Financial assets and financial liabilities are set and the net amount is reported in financial statements if there
is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a
net basis, to realise the assets and settle the liabilities simultaneously.
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3.19 Borrowing costs
General and specific borrowing costs (including exchange differences arising from foreign currency borrowing to the
extent that they are regarged as an adjustment to interest cost) that are directly attributable to the acquisition,
construction or production of a qualifying asset are capitalised during the period of time that is required to complete
and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial
period of time to get ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying
assets is deducted from the borrowing costs eligible for capitalisation. Other borrowing costs are expensed in the
period in which they are incurred.
3.20 Employee Benefits
Employee benefits consist of contribution to employees state insuance,provident fund, gratuity fund and compensated
absences.
Post-employment benefit plans
Defined Contribution plans
Contributions to defined contribution schemes such as employees state insurance, labour welfare fund, employee
pension scheme etc. are charged as an expense based on the amount of contribution required to be made as and
when services are rendered by the employees. Companys provident fund contribution is made to a government
administered fund and charged as an expense to the Statement of Profit and Loss. The above benefits are classified
as Defined Contribution Schemes as the Company has no further defined obligations beyond the monthly contributions.
Defined benefit plans
The Company operates defined benefit plan in the form of gratuity and compensated absence. The liability or asset
recognised in the balance sheet in respect of its defined benefit plans is the present value of the defined benefit
obligation at the end of the reporting period. The defined benefit obligation is calculated annually by actuaries using
the projected unit credit method. The present value of the said obligation is determined by discounting the estimated
future cash out flows, using market yields of government bonds that have tenure approximating the tenures of the
related liability.
The interest expense are calculated by applying the discount rate to the net defined benefit liability or asset. The net
interest expense on the net defined benefit liability or asset is recognised in the Statement of Profit and loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognised in the period in which they occur, directly in other comprehensive income. They are included in retained
earnings in the Statement of Changes in Equity and in the Balance Sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are
recognised immediately in profit or loss as past service cost.
The classification of the companys net obligation into current and non- current is as per the actuarial valuation
report.
3.21 Earnings per share (EPS)
Basic EPS is computed by dividing the profit or loss attributable to the equity shareholders of the Company by the
weighted average number of Ordinary shares outstanding during the year. Diluted EPS is computed by adjusting the
profit or loss attributable to the ordinary equity shareholders and the weighted average number of ordinary equity
shares, for the effects of all dilutive potential Ordinary shares.
4. Explanation of transition to Ind AS
As stated in Note 2, the Companys financial statements for the year ended 31st March, 2017 are the first annual
financial statements prepared by the Company in order to comply with Ind AS. The adoption of Ind AS was carried out
in accordance with Ind AS 101, using 1st April, 2015 as the transition date. The transition was carried out from
Previous GAAP (based on the AS framework) to Ind AS. The effect of adopting Ind AS has been summarized in the
reconciliations provided below.
Ind AS 101 generally requires full retrospective application of the Standards in force at the first reporting date.
However, Ind AS 101 allows certain exemptions in the application of particular Standards to prior periods in order to
assist companies with the transition process.
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Reconciliations The accounting policies as stated above in Note 3 have been applied in preparing the financial
statements for the year ended 31st March, 2017, the financial statements for the year ending 31st March, 2016 and
the preparation of an opening Ind AS statement of financial position as at 1st April, 2015. In preparing its opening Ind
AS Balance Sheet and Statement of Profit and Loss for the year ended 31st March, 2016, the Company has adjusted
amounts reported in financial statements prepared in accordance with Previous GAAP
An explanation of how the transition from Previous GAAP to Ind AS has affected the Companys financial position,
financial performance and cash flows is set out in the following tables:
i. Reconciliation of equity: Cin lakhs

Particulars As at As at
31st March, 2016 1st April, 2015
Equity as per Previous GAAP 2,20,644 2,20,508
Adjustments on account of adoption of Cost model on Property, (8,812) (10,043)

plant and equipment (PPE)
Impact on remeasureent of fair value of leasehold land (101) (93)
Impact of fair valution of Financial Instruments 3,091 -
Remeasurement of defined benefit plans (245) (193)
Deferred Tax impact (832) (824)
Equity as per Ind AS 2,13,745 2,09,355
ii. Reconciliation of total comprehensive income: Cin lakhs

Particulars As at
31st March, 2016
Profit for the year as per Previous GAAP 2,058
Impact on remeasureent of fair value of leasehold land (9)
Remeasurement of defined benefit plans 289
Net Profit for the year as per Ind AS 2,338
Other Comprehensive income (net of taxes)* (341)
Total comprehensive income as per Ind AS 1,997
*Deferred tax liability is adjusted against Securities Premium reserve in terms of a court order (note 40).
iii. Explanation of material adjustments to Statement of Cash Flows for the year ended 31st March, 2016:
The transition from Previous GAAP to Ind AS has no material impact on the Statement of Cash Flows except on account
of re-classification of certain items of Assets and Liabilities.
iv. Exemptions availed on first time adoption of Ind AS 101:
On first time adoption of Ind AS, Ind AS 101 allows certain exemptions from the retrospective application of certain
requirements under Ind AS. The Company has availed the following exemptions:
a. The Company has opted to continue with the carrying values measured under the previous GAAP and use that
carrying value as the deemed cost for investment in joint ventures on the date of transition to Ind AS.
b. The Company has opted to continue with the accounting for exchange differences arising on long-term foreign
currency monetary items, outstanding as on the transition date, as per previous GAAP. Exchange differences
arising on long-term foreign currency monetary items related to acquisition of a fixed asset or capital work in
progress, as the case may be, are capitalized.
55
35$.$6+ ,1'8675,(6 /,0,7('
v. Reconciliation of Balance Sheets Cin lakhs
$VDWVW0DUFK $V DW VW $SULO

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*$$3 DGMXVWPHQWV *$$3 DGMXVWPHQWV
I. Assets
1. Noncurrent assets
(A) Property, plant and equipment (a & b) 1,72,273 (8,779) 1,63,494 1,73,033 (10,003) 1,63,030
(B) Capital workinprogress 95,521 95,521 88,782 88,782
(C) Other intangible assets 290 290
(D) Intangible assets under development 5,631 5,631
(E) Financial assets
(i) Investments 218 218 218 218
(ii) Loans 189 189 182 182
(iii) Other financial assets (c) 1,899 399 2,298 2,081 784 2,865
(F) NonCurrent Tax Assets (d) 270 270 153 153
(G) Other noncurrent assets 33,148 33,148 34,890 34,890
2. Current assets
(A) Inventories 18,258 18,258 19,407 19,407
(B) Financial assets
(i) Trade Receivables 7,994 7,994 9,697 9,697
(ii) Cash and cash equivalents 928 928 1,968 1,968
(iii) Bank balances other than cash and (c) 1,474 (399) 1,075 1,585 (784) 801
cash equivalents above
(iv) Other Financial Assets 8,824 8,824 760 760
(C) Other current assets (d) 4,036 (18) 4,018 5,796 5,796
Total assets 3,44,762 (8,527) 3,36,235 3,44,473 (10,003) 3,34,470
II. Equity and liabilities
1. Equity
(A) Equity share capital 13,449 13,449 13,449 13,449
(B) Other equity 2,07,195 (6,899) 2,00,296 2,07,059 (11,155) 1,95,906
2. Liabilities
2.1 Noncurrent liabilities
(A) Financial liabilities
(i) Borrowings 57,471 (3,091) 54,379 63,029 63,029
(ii) Other financial liabilities (b) 126 126 125 125
(B) Provisions (e) 2,183 194 2,377 1,756 154 1,910
(C) Deferred tax liabilities (Net) (a,b & e) 8,057 832 8,889 8,095 824 8,919
2.2 Current liabilities
(A) Financial liabilities
(i) Borrowings 8,110 8,110 13,010 13,010
(ii) Trade Payables 8,888 8,888 7,722 7,722
(iii) Other financial liabilities (b) 31,790 9 31,799 22,957 9 22,966
(B) Other current liabilities 6,425 6,425 6,499 6,499
(C) Provisions (e) 1,052 51 1,103 897 38 935
(D) Current tax liabilities (d) 142 252 394
Total equity and liabilities 3,44,762 (8,527) 3,36,235 3,44,473 (10,003) 3,34,470
56
35$.$6+ ,1'8675,(6 /,0,7('
vi. Reconciliation of Statement of Profit and Loss for the year ended VW0DUFK Cin lakhs
1RWH 3UHYLRXV ,QG $6 ,QG $6
*$$3 DGMXVWPHQWV
Income
a) Revenue from operation (g&h) 2,05,530 22,590 2,28,120
b) Other income 481 481
Total Income 2,06,011 22,590 2,28,601
Expenses
a) Raw material consumed 1,45,415 1,45,415
b) Cost of goods sold
c) Change in inventories of finished goods and Workinprogress 597 597
d) Excise duty (h) 22,791 22,791
e) Employee benefit expenses (e) 14,903 (516) 14,387
f) Finance cost (b & e) 6,707 238 6,945
g) Depreciation and amortization expenses. (b) 10,173 8 10,181
h) Other expenses (g) 26,157 (211) 25,946
Total expenses 2,03,952 22,310 2,26,262
Profit before exceptional items and tax 2,059 280 2,339
Exceptional items
Profit before tax 2,059 280 2,339
Tax expenses
Current Tax (MAT) 440 440
Less: MAT Credit entitlement (439) (439)
Deferred Tax*
Profit for the year (A) 2,058 280 2,338
Other comprehensive income
a) Items that will not be reclassified to profit or loss
Remeasurements of the net defined benefit plans
b) Income tax relating to items that will not be
reclassified to profit or loss
Remeasurements of the net defined benefit plans* (e) (341) (341)
Other comprehensive income for the year (B) (341) (341)
Total comprehensive income for the year (A+B) 2,058 (61) (1,997)
'HIHUUHGWD[OLDELOLW\LVDGMXVWHGDJDLQVW6HFXULWLHV3UHPLXPUHVHUYHLQWHUPVRIDFRXUWRUGHU
vii. Notes to the Reconciliations
(a) 3URSHUW\ SODQW DQG HTXLSPHQW
The Company did not opt deemed cost exemption as per Ind AS 101 First time Adoption of Indian Accounting
Standard. The Company has applied the Ind AS 16, Property, Plant and Equipment (PPE) as if the same has
always been applied i.e. with retrospective effect and accordingly, the carrying value for all of its property, plant
and equipment as recognised in the financial statements has been measured as per the historical cost
determined in accordance with Ind AS 16 instead of revalued amount of certain items of property, plant and
equipment as per previous GAAP.
(b) Finance Lease Assets
As per Ind As17-Leases, the Company has recognized finance lease assets at their fair value and corresponding
liability to the lessor is included in the Balance Sheet as a finance lease obligation and provided depreciation
on some assets as per the policy.
57
35$.$6+ ,1'8675,(6 /,0,7('
(c) Bank Deposit with maturity more than 12 months
As per provisions of Schedule-III of the Act, Bank deposits with more than 12 months maturity are re-grouped
as non-current other financial assets.
(d) Non-Current Tax Assets
Advance Tax Assets not adjustable against the current tax liability have been regrouped and presented as non
current tax assets.
(e) Defined Benefits Obligations
Under Ind AS, actuarial gains and losses are recognised in the OCI as compared to being recognised in the
Statement of Profit and Loss under the previous GAAP.
(f) Equity component of compounding instrument - Foreign currency convertible bonds
The fair value of the liability portion of an optionally convertible bond is determined using a market interest rate
for an equivalent non-convertible bond. This amount is recorded as a liability on an amortised cost basis until
extinguished on conversion or redemption of the bonds. The remainder of the proceeds is attributable to the
equity portion of the compound instrument. This is recognised and included in shareholders equity.
(g) Revenue from Sale of Goods
Under Previous GAAP, revenue was recognised net of trade discounts, rebates, sales taxes and excise duties.
Under Ind AS, revenue is recognised at the fair value of the consideration received or receivable, after deduction
of any trade discounts, volume rebates and any taxes or duties collected on behalf of the government such as
sales tax and value added tax except excise duty.
(h) Excise Duty
Under Previous GAAP, excise duty was netted off against sale of goods. However, under Ind AS, excise duty is
included in the value of sale of goods and is shown as expense in the face of Statement of Profit and Loss.
(i) Other Comprehensive Income
Under the previous GAAP, the Company has not presented OCI separately. Hence, it has reconciled previous
GAAP profit or loss to profit or loss as per Ind AS. Further, previous GAAP profit or loss is reconciled to total
comprehensive income as per Ind AS.
58
5.Statement of property, plant and equipment , Capital Work-in-Progress, Intangible Assets and Intangible Assets under Development as
at 31st March, 2017 C in lakhs
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NOTES ON IND AS FINANCIAL STATEMENTS Cin lakhs
As at As at As at
121 &855(17 ,19(670(176 VW 0DUFK VW 0DUFK VW $SULO
Unquoted Equity Shares at cost
Investment in Joint Ventures
Madanpur(North) coal Company Private Limited 213 213 213
21,32,236(21,32,236)Equity Shares of C 10 each fully paid up
Fatehpur Coal Mining Company Limited 5 5 5
46,150(46,150)Equity Shares of C 10 each fully paid up
218 218 218
Aggregate amount of unquoted investments 218 218 218
Aggregate amount of impairment in value of Invetsments
(Refer note.44)
7. LOANS As at 31st March,2017 As at As at As at

Non current financial assets VW 0DUFK VW 0DUFK VW $SULO
(unsecured, considered good, unless otherwise stated)
Advance to Joint Venture (Refer note.43) 189 189 182
189 189 182
8. OTHER FINANCIAL ASSETS As at As at As at

Non current financial assets VW 0DUFK VW 0DUFK VW $SULO
Bank Deposits with more than 12 months maturity 2,683 399 784
Security Deposits 2,095 1,899 2,081
4,778 2,298 2,865
-Bank deposits are earmarked with banks for issue of letters of credit and bank guarantees.
As at As at As at
9. NON CURRENT TAX ASSETS VW 0DUFK VW 0DUFK VW $SULO
Income Tax refund receivable 267 270 153
267 270 153
As at As at As at
10. OTHER NON CURRENT ASSETS VW 0DUFK VW 0DUFK VW $SULO
Capital Advances 7,843 8,500 9,953
MAT Credit Entitlement ( Refer Note 42) 24,086 24,648 24,937
31,929 33,148 34,890
11. INVENTORIES As at As at As at
Current assets VW 0DUFK VW 0DUFK VW $SULO
(As taken,valued and certified by the Management)
Raw Materials 6,374 7,808 6,743
Raw Materials in transit 1,157 150 976
Finished Goods 2,955 3,067 4,994
Work In Progress 298 346 363
Stores,Spares & Fuels 2,631 2,702 3,347
Scrap & Waste 5,360 4,185 2,984
18,775 18,258 19,407
60
35$.$6+ ,1'8675,(6 /,0,7('
12. TRADE RECEIVABLES As at As at As at
Current financial assets VW 0DUFK VW 0DUFK VW $SULO
Considered good 7,633 7,994 9,697
Considered doubtful 56 50 34
7,689 8,044 9,731
Allowance for bad and doubtful debts 56 50 34
7,633 7,994 9,697
The movement in allowance for bad and doubtful debts:
Balance as at beginning of the year 50 34 38
Allowance for bad and doubtful debts during the year* 6 16 (4)
Trade receivables written off during the year
56 50 34
*net of recovery of bad and doubtful debts
13. CASH AND CASH EQUIVALENTS As at As at As at

Balances with banks:
On Current Accounts 1,515 830 1,732
Cheques,drafts on hand 100 49 90
Cash on hand 49 49 146
1,664 928 1,968
14. BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS As at As at As at

Current financial assets VW0DUFK VW 0DUFK VW$SULO
Earmarked balances with banks
Unpaid Dividend 105 105 105
Term Deposits* 1,042 970 696
1,147 1,075 801
3OHGJHGDVVHFXULWLHVRUHDUPDUNHGIRULVVXHRIOHWWHUVRIFUHGLWEDQNJXDUDQWHHV
15. OTHER FINANCIAL ASSETS As at As at As at

Interest accrues and not due 105 108 115
Claims Recoverable ( Refer note.45) 2,952 8,716 645
3,057 8,824 760
As at As at As at
16. OTHER CURRENT ASSETS VW 0DUFK VW 0DUFK VW $SULO
Balances with Customs,Central Excise, VAT etc. 246 319 632
Advances to vendors (unsecured)
Considered Good 7,991 3,399 4,791
Considered Doubtful 40 26 18
Allowance for Doubtful Advances (40) (26) (18)
7,991 3,399 4,791
Other advances(including prepaid expenses etc.) 411 300 373
8,648 4,018 5,796
The movement in allowance for doubtful advances:
Balance as at beginning of the year 26 18 13
Allowance for doubtful advances during the year* 14 8 5
Advances receivables written off during the year
40 26 18
*net of recovery of doubtful advances
61
35$.$6+ ,1'8675,(6 /,0,7('
As at As at As at
17. EQUITY SHARE CAPITAL VW0DUFK VW 0DUFK VW$SULO
AUTHORISED
17,00,00,000 (31st March, 2016: 17,00,00,000 and 17,000 17,000 17,000
1st April, 2015: 17,00,00,000) Equity Shares of C 10 each
17,000 17,000 17,000
ISSUED,SUBSCRIBED & PAID UP
Equity
13,90,46,331 ((31st March, 2016: 13,44,88,514 and 13,905 13,449 13,449
1st April, 2015: 13,44,88,514)) Equity Shares of C 10 each
13,905 13,449 13,449
a) Reconciliation of equity shares outstanding at the beginning and end of the reporting period.
As at As at As at
Equity Shares VW0DUFK VW 0DUFK VW$SULO
Nos. C in lakhs Nos. C in lakhs Nos. C in lakhs
Balance at the beginning of the year 13,44,88,514 13,449 13,44,88,514 13,449 13,44,88,514 13,449
Issued during the year 45,57,817 456
Balance at the end of the year 13,90,46,331 13,905 13,44,88,514 13,449 13,44,88,514 13,449
b) Terms/ rights attached to equity shares
The Company has one class of equity shares having a par value of C10 per share. Each shareholder is entitled to one vote per
share. All equity Share holders are having right to get dividend in proportion to paid up value at each equity shares as and when
declared.In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after
distribution of all the preferential amounts, in proportion to their shareholding.
c) Details of shareholders holding more than 5% shares in the Company
As at As at As at
Name of the Shareholder VW0DUFK VW 0DUFK VW$SULO
1RV RI 1RV RI 1RV RI
KROGLQJ KROGLQJ KROGLQJ
GMK Builders Private Limited 94,27,300 6.78% 76,64,800 5.70% 1,24,01,300 9.22%
Sunudhi Capital Private Limited 75,00,000 5.39% 29,50,000 2.19%
SMC Comtrade Liited 6,000 60,11,001 4.47% 90,00,000 6.69%
Welter Securities Limited 50,06,666 3.72% 70,50,666 5.24% 50,06,666 3.72%
d) The company had alloted 4557817equity shares at a premium of C 50 per share to FCCB holder during the year ended
31st March, 2017.
e) Foreign Currency Convertible Bond (FCCB) holders of US$ 13.55mn (C8786 lakhs) have an option to get their bonds
converted into equity shares of the Company up to 1st October,2020.
As at As at As at
18. OTHER EQUITY VW0DUFK VW 0DUFK VW$SULO
Equity component of foreign currency convertible bond 2,345 3,091
Capital Reserve 279 279 279
Securities Premium Reserve 25,421 22,906 22,876
Capital Redemption Reserve 800 800 800
General Reserve 1,71,000 1,71,000 1,71,000
Retained Earnings 10,226 3,835 2,225
Other Comprehensive Income
Remeasurement of defined benefit plans (1,880) (1,615) (1,274)
2,08,191 2,00,296 1,95,906
(Refer Statement of Changes in Equity and note 65)
62
35$.$6+ ,1'8675,(6 /,0,7('
19. BORROWINGS As at As at As at
Non current financial liabilities VW0DUFK VW 0DUFK VW$SULO
Secured
Term Loans
From Banks 3,921 77 877
From Others 23,378 27,299 23,906 23,983 23,753 24,630
Funded Interest Term Loans

From Bank 1,202
From Other 6,419 7,621
Unsecured
Matured Foreign Currency Convertible Bonds 15,756 16,119 37,554
Foreign currency bonds 4,736
Term Loans from Others 566 792 845
Liability Component of
Foreign Currency Convertible Bonds 6,439 22,761 8,749 30,396 38,399
57,681 54,379 63,029
(a) Followings term loans are secured by mortgage of all immovable properties of the Company, both present and future and are
also secured by way of hypothecation of the movable properties of the Company including movable plant and machinery,
machinery spares, tools and accessories and other movables, both present and future (save and except book debts), subject
to prior charge of the Companys banker on specified movables for working capital requirements, ranking pari passu in all
respects with existing charges and personal guarantees of the Chairman and the Managing Director. Cin lakhs
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7HUP/RDQIURPEDQN
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65(,,QIUDVWUXFWXUH)LQDQFH/LPLWHG TXDUWHO\LQVWDOOPHQWIURP2FWREHU
65(,,QIUDVWUXFWXUH)LQDQFH/LPLWHG TXDUWHO\LQVWDOOPHQWIURP6HSWHPEHU
(b) Corporation Bank and Rural Electrification Corporation Limited (REC) have restructured/reschedule their outstanding
dues into Term Loans and Funded Interest Term Loans for a period of 8 years from December 2016 and 10 years from
March 2017 respectively.
(c) Term Loans from banks and others include C 78 lakhs ( C 135 lakhs) and C 1,382 lakhs (C 2236 lakhs) respectively
secured against the vehicles financed by the concerned lenders.
Lender 0-1Year 1-3 years 4-5 Years 6-10 Years Rate of

Interest
Term Loans from banks 45 31 2 10% to 12%
Term Loans from Others 958 423 1 10.75% to 17.10%
(d) The Company has outstanding FCCB of US$ 60 million(mn) matured in earlier year. FCCB of US$ 35.7 mn have been
restructured into new bonds in a manner that the bondholders have a right to convert 50% of this i.e. US$ 17.85 mn
into shares with maturity date of 1st October, 2020 carrying interest @5.35% p.a. and balance 50% of this i.e. US$
17.85 mn carrying interest @ 5.25% p.a. to be redeemed in three installment due on by 30th September 2015(30%),31st
August 2016(30%) and 31st July 2017(40%). For the remaining FCCB of US$ 24.3 mn, the company is in discussion
with the bondholders for restructuring. In view of the legal opnion obtained by the Company, this liability of the matured
FCCB is considered as non current liability and is stated at book value being its fair value. Outstanding FCCB are
repayable in Foreign Currency and their repayments have not been hedged by any derivative instrument or otherwise by
the Company.
63
35$.$6+ ,1'8675,(6 /,0,7('
(e) Terms and conditions of unsecured Term loans from others are as under. C in lakhs
%DODQFHDVDW 5DWHRI
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(f) The non current borrowings shown above are net of current maturities C 21,336 lakhs (Mar 31,2016 C 23,039 lakhs)
which are shown under note 25
(g) Refer note 47 for delays of repyments of loans/borrowings and interest thereon.
CLQODNKV
20. OTHER FINANCIAL LIABILITIES As at As at As at
Finance Lease Obligations 165 126 125
165 126 125
As at As at As at
21. NON CURRENT PROVISIONS VW0DUFK VW 0DUFK VW$SULO
For Employee Benefits 2,913 2,377 1,910
2,913 2,377 1,910
22. DEFERRED TAX LIABILITIES (NET) As at As at As at

Deferred Tax Liabilities (Refer note 50) 8,653 8,889 8,919
8,653 8,889 8,919
23. BORROWINGS As at As at As at
Current financial liabilities VW0DUFK VW 0DUFK VW$SULO
Secured
Working Capital Loan From Bank 3,813 3,323 3,418
Unsecured
From Others 10,495 1,850 5,500
From Related Party 23 2,937 4,092
14,331 8,110 13,010
Working Capital loan from bank, repayable on demand is secured by hypothecation of raw materials, consumables stores
and spare parts, stock in process, finished goods, book debts and by personal guarantees of the Chairman and the Managing
Director of the Company. Further they are also secured by way of pari passu first charge on all the immovable properties of the
Company.
24. TRADE PAYABLES As at As at As at

Current financial liabilities VW0DUFK VW 0DUFK VW$SULO
Trade Payables 9,700 8,888 7,722
(Refer note.39)
9,700 8,888 7,722
64
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Cin lakhs
As at As at As at
25. OTHER CURRENT FINANCIAL LIABILITIES VW0DUFK VW 0DUFK VW$SULO
Current Maturity of long term debts 9,763 15,935 15,308
Current maturity of Foreign Currency Bonds 4,629 3,552
Current Maturity of Finance lease obligations 12 9 9
Unpaid Matured Foreign Currency Bonds 6,944 3,552
Interest accrued but not due on borrowings 3 12 30
Interest accrued and due on borrowings 20 4,284 2,547
Unpaid Dividends 105 105 105
Others
Trade/Security deposits 1,365 1,385 1,480
Salary,wages and benefits payable 2,267 1,464 1,874
Capital Creditors 485 533 560
Other expenses payables 892 968 1,053
26,485 31,799 22,966
-There are no amount due for payment to the Investor Education and Protection Fund under section 125 of the Companies Act
2013 as at 31st March 2017, 2016 and 2015.
As at As at As at
26. OTHER CURRENT LIABILITIES VW0DUFK VW 0DUFK VW$SULO
Statutory dues payable 4,039 5,866 5,960

Advances from Customers 1,072 559 539
5,111 6,425 6,499
As at As at As at
27. CURRENT PROVISIONS VW0DUFK VW 0DUFK VW$SULO
For Employee Benefits 1,275 1,103 935
1,275 1,103 935
As at As at As at
28. CURRENT TAX LIABILITIES (NET) VW0DUFK VW 0DUFK VW$SULO
Provision for Income Tax(Net) 1,853 394
1,853 394
65
35$.$6+ ,1'8675,(6 /,0,7('
Cin lakhs
5(9(18( )520 23(5$7,216 For the year ended For the year ended
Sale of products 2,41,480 2,28,120
2,41,480 2,28,120
27+(5 ,1&20( For the year ended For the year ended
Interest Income 268 254
Miscellaneous income 64 227
332 481
&+$1*( ,1 ,19(1725,(6 2) ),1,6+(' *22'6 For the year ended For the year ended
AND WORK IN PROGRESS 31st March, 2017 31st March, 2016
Closing Inventories
Finished products 2,955 3,067
Work in process 298 346
Scrap and waste 5,360 8,613 4,185 7,598
Opening Inventories
Finished products 3,067 4,994
Work in process 346 363
Scrap and waste 4,185 7,598 2,984 8,341
1,015 (743)
Excise Duty on Finished Goods Movement (37) 146
1,052 (597)
(03/2<((6 %(1(),76 (;3(16(6 For the year ended For the year ended
Salaries, wages & other benefits 14,339 13,295
Contribution to provident & other funds 787 730
Employees welfare expenses 362 362
15,488 14,387
),1$1&( &267 For the year ended For the year ended
Interest on borrowings 6,705 6,420
Interest on others 592 525
Other Borrowing Cost 10
7,307 6,945
'(35(&,$7,21$1' $0257,=$7,21 (;3(16(6 For the year ended For the year ended
Depreciation of Tangible assets 10,303 10,181
10,303 10,181
66
35$.$6+ ,1'8675,(6 /,0,7('
Cin lakhs
27+(5 (;3(16(6 For the year ended For the year ended
Power & fuel 11,619 10,846
Processing Charges 23 53
Stores & spares 4,468 4,233
Repaires to:
Machinery 4,680 4612
Building 318 264
Others 27 5,025 22 4,898
Insurance 41 96
Rates & taxes 1,280 1,145
Travelling & Conveyance 428 479
Vehicle maintenance 148 125
Auditor's remuneration
Audit fees 44 44
Tax audit fees 10 10
Reimbursement of expenses 2 56 54
Legal & professional charges 1,276 1,092
Miscellaneous expenses 425 482
CSR expenditure(Refer note 62) 267 155
Allowance for doubtful Debts & Advances 20 24
Bank Charges 191 157
Rent 38 44
Director's sitting fees 13 14
Packing & forwarding charges 1,463 1,389
Sales promotion 120 68
Commission 516 547
Loss on sale of asset (net) 109 45
27,526 25,946
67
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Cin lakhs
36. Contingent Liabilities not provided for in respect of: As at As at
(a) Guarantees/Unexpired Letter of credits issued by banks 2,446 218
on behalf of the company
(b) Disputed demands of Excise Duty/Income Tax/Electricity dues/ 8,550 7,586
Lease rentals etc.(Amount paid there against C 370 lakhs (C 471 lakhs))
C in lakhs
37. Commitments As at As at
Estimated amount of contracts remaining to be executed on capital 42,654 36,842
account and not provided for (Net of advances)
38. The company has taken certain plant and machinery under operating lease during the period prior to Ist April, 2001.The
company is having legal disputes with the concerned lessors and there are counter claims which are pending under
arbitration/court, as such the future liability on this account, if any, is not ascertainable. In the opinion of management the
liability on this account will not be material.
39. The Company is in the process of identifying the Suppliers regarding their status under the Micro, Small and Medium
Enterprises Development Act, 2006. Hence disclosures, if any, relating to amounts unpaid as at the year end together
with interest paid / payable as required under the said Act have not been made. Further in view of the management, the
impact of interest, if any, that may be payable in accordance with the provisions of the said Act, is not expected to be
material.
40. In terms of the order dated 23rd August 2007 of the Honble Punjab & Haryana High Court, the net deferred tax liability
computed in terms of the Indian Accounting Standard (Ind AS) 12 Income Taxes has been adjusted against Securities
Premium reserve. Consequently, the profit for the year is lower by C 236 lakhs (previous year C 30 lakhs).
41. Foreign Currency Convertible Bonds (FCCB) of US$ 60 mn have matured in an earlier year, out of these, FCCB of US$
35.7 mn have been restructured as detailed in note 19 (d). The Company has partly paid interest on these bonds up to
30th September 2015. The Company is in discussion with the Bond holders for waiver of interest payable on these
Bonds which is under their active consideration. Accordingly, no provision has been made in the books of account of the
unpaid interest on these Bonds. Had the provision been made, the interest payable would have been higher by C 1126
lakhs (C 2178 lakhs as at 31st March, 2017). For the remaining FCCB, the Company is in an advanced stage of
discussion with the Bond holders for restructuring the same for the further period of five years which is under their active
consideration. The Company has not provided interest on these FCCB pending finalisation of the settlement terms with
the Bond holders. In view of the legal opinion taken by the Company, these FCCBs of C 15756 lakhs (US$ 24.3 mn) are
being shown as non-current liabilities and are stated in the Ind AS financial statements at book value being its fair value.
42. Considering the future profitability and taxable position in the subsequent years, the Company is recognizing Minimum
Alternate Tax(MAT) credit entitlement as an asset and is carrying the same in its accounts under the head of Non-
Current Assets. In case the credit entitlement is not availed by the Company within the time limit prescribed under the
Income Tax Act, the same is set off against the Retained Earning.The Company has adjusted C 1709 lakhs on this
account in the Retained Earnings during the year ended 31st March, 2017 (previous year C 728. lakhs).
43. Loan to Joint venture company represents sum of C Nil (C18 lakhs) advanced to Fatehpur Coal Mining Co. Pvt. Ltd.
{Maximum amount outstanding during the year C 189 lakhs (C189 lakhs)} towards companys share of contribution in
terms of Joint venture agreement for acquiring /developing the coal mine allocated to the Company jointly with others.
44. The Company has made investment in the share capital of following Joint venture companies formed for the purpose of
developing coal blocks allotted to the Company in consortium with others:
Particulars As at 31st March, 2017 As at 31st March, 2016

Name of Joint Venture (In India) % Holding Amount of % Holding Amount of
Investment Investment
C in lakhs)
(C (C in lakhs)
Madanpur (North) Coal Company Private Limited 20.67 213 20.67 213
Fatehpur Coal Mining Company Private Limited 38.46 5 38.46 5
The Hon'ble Supreme Court of India vide its Order dated 24th September, 2014 had cancelled the allocation of Coal
blocks to above Joint Venture Companies. No adjustment has been made by the Company in the book values of the
Investments of C 218 lakhs made in above Joint Venture Companies and advance of C189 lakhs given by the Company
as the amount of compensation receivable to these Companies for the coal mines cancelled is not ascertainable at
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present. Necessary adjustment for gain/loss will be made in the Books of Account as and when the final compensation
is received by these Companies and is reimbursed to the Company.
In the absence of the required information, the Company is not able to ascertain its share in the assets, liabilities,
revenue and expenses of above Joint venture companies for the purpose of recognisation in its standalone financial
statements. However, the management is of the view there will be no material impact on the financial statements of the
Company.
45. Pursuant to the cancellation of the Choita coal mine of the Company vide Hon'ble Supreme Courts Order, the assets
pertaining to this mine have been vested with the new owner in terms of a government order. The book values of the
assets transferred to the new owner have been aggregated and shown as claim recoverable in the Books of Account.
The outstanding balance as at 31st March,2017 is C 2165 lakhs. Necessary adjustment for gain/loss will be made in
the Books of Accounts on the final settlement of the compensation claimed by the Company.
46. The Company has a process whereby periodically all long term contracts (including derivative contracts, if any) are
assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate
provision as required under any law/accounting standards for material foreseeable losses on such long term contracts
(including derivate contracts) has been made in the books of account.
47. The details of delays in repayments of principal of loans/borrowing and interest thereon during the year are as follows:
C in lakhs
Amount of
Lender Repayment Payment of Period of Default (days)
of Principal Interest
Foreign Currency Convertible Bonds (FCCB) 15,756 702
Foreign Currency Bonds (FCB) 3,472 - 6,944 213 - 336
Rural Electrification Corporation Limited 6,323 6,419 Rescheduled / restructured
Corporation Bank 4,756 1,394 by lenders (Refer note 19(b))
The Company is in advanced stage of discussion with the Bond holders for restructuring the same for a further period of
five years which is under their active consideration.
48. Details of Employees Benefits as required by the Ind AS 12 Employee Benefits are given below:-
A) Defined Contribution Plans:
During the year, the company has recognised the following amounts in the Statement of Profit & Loss (included in
Contribution to Provident & Other Funds):- C in lakhs

Contribution to Provident Fund 673 648
Contribution to Employees' State Insurance 87 81
B) Defined Benefit Plan:

Reconciliation of opening and closing balances of Defined Benefit obligation
Gratuity Gratuity Leave Sick Gratuity Leave Sick
8QIXQGHG 8QIXQGHG 8QIXQGHG 8QIXQGHG 8QIXQGHG 8QIXQGHG
Defined Benefits obligation at the 2,417 818 245 1978 675 192
beginning of the year
Current Service Cost 218 80 28 189 70 25
Interest Cost 181 61 19 158 54 15
Actuarial (gain)/loss 195 72 (2) 240 88 13
Benefit paid (105) (39) (148) (69) ()
Defined Benefit obligation at the year end 2,906 992 290 2,417 818 245
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Gratuity Gratuity Leave Sick Gratuity Leave Sick
8QIXQGHG 8QIXQGHG 8QIXQGHG 8QIXQGHG 8QIXQGHG 8QIXQGHG
Reconciliation of fair value of assets and obligations
Present value of obligation at year end 2,906 992 290 2,417 818 245
Amount recognized in Balance Sheet 2,906 992 290 2,417 818 245
Expenses recognized during the year
Current Service Cost 218 80 28 189 70 25
Interest Cost 181 61 19 158 54 15
Actuarial gain/(loss) 195 72 (2) 240 88 13
Total Cost recognized in the Profit & Loss A/c 594 213 45 587 212 53
Actuarial assumption
Mortality Table IALM IALM IALM IALM IALM IALM
2006-08 2006-08 2006-08 2006-08 2006-08 2006-08
(Ultimate) (Ultimate) (Ultimate) (Ultimate) (Ultimate) (Ultimate)
Discount rate (per annum) 7.50% 7.50% 7.50% 8% 8% 8%
Rate of escalation in salary (per annum) 5% 5% 5% 5% 5% 5%
The estimate of rate of escalation is salary considered in actuarial valuation, taken into account inflation, seniority,
promotion and other relevant factors including supply and demand in the employment market. The above information is
as certified by the actuary.
49. Income tax expense:
Cin lakhs
(A) Components of Income Tax Expense For the year ended For the year ended
Current Tax 1,887 440
Deferred Tax on account of temporary differences (236) (30)
Reversal of Minimum Alternate Tax(MAT) credit 1,709 728
Income tax expense 3,360 1,138
Income tax adjusted against securities premium 236 30
Reversal of MAT credit against retained earning (1,709) (728)
MAT credit entitlement (1,147) (439)
Tax expense recognised in the Statement of Profit and Loss 740 1
(B) Reconciliation of Income tax expense to the accounting For the year ended For the year ended
profit for the year 31st March, 2017 31st March, 2016
Income tax expense at normal rate 3,060 34.61% 809 34.61%
Effect of income exempt from income tax (1,109) (12.55%)
Effect of temporary differences (1,447) (16.36%) (838) (35.85%)
Others (MAT credit entitlement ) 1,147 12.98% 439 18.77%
Reversal of MAT credit 1,709 19.33% 728 31.12%
Income tax expense 3,360 38.01% 1,138 48.65%
Income tax adjusted against securities premium 236 2.67% 30 1.29%
Reversal of MAT credit against retained earning (1,709) (19.33%) (728) (31.12%)
MAT credit entitlement (1,147) (12.98%) (439) (18.77%)
Tax expense recognised in the Statement of Profit and Loss 740 8.37% 1 0.04%
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(C) Tax Assets and Liabilities As at As at As at
31st March, 2017 31st March, 2016 01st April, 2015
Non-current tax assets 267 270 153
Current tax liabilities (net) 1,853 394
50. Movement in Deferred Tax Assets and Liabilities Cin lakhs

For the year ended 31st March, 2017 For the year ended 31st March, 2016
As at Adjusted As at As at Adjusted As at
1st April, in the 31st 1st April, in the 31st
2016 Securities March, 2015 Securities March,
Premium 2017 Premium 2016
reserve reserve
Provision for employee 1,204 252 1,456 967 237 1,204
benefits
Provision for doubtful 26 6 32 18 8 26
debts and advances
Depreciation-Property, (10,119) (22) (10,141) (9,904) (215) (10,119)
plant and equipment
Deferred tax assets/ (8,889) 236 (8,653) (8,919) 30 (8,889)
(liabilities) (net)
51. Related party disclosure as required by Ind As -24 issued by Ministry of Corporate Affairs(MCA) are as under :-
(A ) List of related parties and their relationship
a) Enterprise on which key management personnel and/or their relatives exercise significant influence with
whom transactions have taken place during the year.
1. Primenet Global Limited
2. Surya Roshini Limited
3. Tools India Private Limited
4. Vanshi Farms Private Limited
5. Hissar Tubes Private Limited
6. Nilkanth Fincon Private Limited
b) Key Management Personnel :
1. Shri V.P.Agarwal, Chairman
2. Shri Vikram Agarwal, Managing Director
3. Shri Kanha Agarwal, Joint Managing Director
4. Shri M.L.Pareek, Whole-time Director
5. Shri P.L. Gupta, Whole-time Director
6. Shri Ashwini Kumar, Company Secretary
c) Joint Venture Entities :
1. Madanpur (North) Coal Company Private Limited
2. Fatehpur Coal Mining Company Private Limited

71
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(B ) Transactions with related parties Cin lakhs
Key Management Personnel
Remuneration 808 764
Enterprises
Amount paid for Services 1 2
Amount for Services Rendered 60 196
Rent Received 27
Rent Paid 5 4
Purchase of goods 5 11
Purchase of Capital goods 3 3
Advances paid
Loan Received (Net of Repayment) (2,937) (1,154)
Balances outstanding at year end
Long term advances
Loan Received 2,937
Trade Receivable 200
Joint Venture Entities
Advances paid(Net) 21
Loan Received 23
Balances outstanding at year end
Long term advances 189 189
Borrowing 23
Related party relationships are as identified by the management and relied upon by the Auditor.
No amount due from/to any related party is/has been written off/back or considered doubtful.
53. Earning per share (EPS) Cin lakhs

Net Profit for the period (before OCI) (C in lakhs) 8,100 2,338
Weighted average no. of Equity Shares (In lakhs) 1,358 1,345
Diluted average no. of Equity Shares (In lakhs) 1,501 1,534
Basic Earning per Share (C) 5.97 1.74
Diluted Earning per Share (C) 5.40 1.52
Face Value of each Share (C) 10 10
54. Particulars of raw materials consumed Cin lakhs

Chargeable Metal 36,086 27,075
Coal 43,717 44,783
PVC Resin 18,921 16,863
Ores & Minerals 35,148 43,346
Others 15,398 13,348
1,49,270 1,45,415
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Cin lakhs
55. Value of consumption of imported and indigenous raw materials, stores and spares and percentage to total consumption:
C in lakhs Percentage C in lakhs Percentage
Raw Material Consumed
Imported 3,497 2.34% 11,752 8.08%
Indigenous 1,45,773 91.92% 1,33,663 91.92%
1,49,270 100.00% 1,45,415 100.00%
Stores & Spares
Imported 57 1.28% 47 1.11%
Indigenous 4,411 98.72% 4,186 98.89%
4,468 100.00% 4,233 100.00%
56. CIF value of imports Cin lakhs

Stores & Spares 61 28
Raw Material 815 652
57. Expenditure in foreign currency C in lakhs

Interest on foreign currency convertible bonds 323
Professional Charges 200 364
Travelling 2
58. Details of Specified Bank Notes (SBN) as defined in the MCA notification G.S.R.308(E) dated 31st March, 2017 held and
transacted during the period 08/11/2016 to 30/12/2016 are under :- Cin lakhs
SBNs Other Total
denomination notes
Closing cash in hand as on 08.11.2016 309 47 356
(+) Permitted receipts 109 109
(-) Permitted payments 110 110
(-) Amount deposited in Banks 309 309
Closing cash in hand as on 30.12.2016 46 46
59. Certain balances of Trade Receivable, Advances to suppliers, Trade Payable etc. are subject to confirmations. In the
opinion of the management, no major adjustment will be required to be made in the accounts on receipt of these
confirmations and subsequent to their reconciliations.
60. Managerial remuneration amounting to C 523 lakhs paid / payable by the Company during the year ended 31st March,2016
was subject to approvals by the Central government. The Company has submitted the necessary applications with the
appropriate authority to seek the said approvals and the management is hopeful to get the same.
61. Segment Information
Operating Segments
The Company has determined following reporting segments based on the operating results of its business segments
reviewed by the Company's Chief Operating Decision Maker for the purpose of making decision about resource allocation
and performance assessment.
a) Steel
b) Power
c) PVC Pipe
73
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Cin lakhs
Segment Revenue
a) Power 35,858 34,946
b) Steel 2,12,682 2,02,142
c) PVC Pipe 28,319 25,621
Total 2,76,859 2,62,709
Less : Inter Segment Revenue (Power) 35,379 34,589
Net Sales/Income from Operations 2,41,480 2,28,120
Segment Results
Profit before tax and interest
a) Power 10,168 4,647
b) Steel 2,671 1,348
c) PVC Pipe 3,308 3,289
Total 16,147 9,284
Less : Financial Expenses 7,307 6,945
Exceptional Item
Total Profit before tax 8,840 2,339
Segment Assets As at 31st March, 2017 As at 31st March, 2016

a) Power 1,42,564 1,45,224
b) Steel 1,76,981 1,60,889
c) PVC Pipe 7,150 4,986
d) Unallocated 24,568 25,136
Total 3,50,263 3,36,235
Segment Liabilities As at 31st March, 2017 As at 31st March, 2016
a) Power 64,663 63,366
b) Steel 47,449 44,918
c) PVC Pipe 1,361 1,444
d) Unallocated 14,694 12,763
Total 1,28,167 1,22,491
For the year ended 31st March, 2017 For the year ended 31st March, 2016
Capital Depreciation/ Non-cash Capital Depreciation/ Non-cash
expenditure Amortisation expenditure expenditure Amortisation expenditure
other than other than
Depreciation Depreciation
a) Power 561 3,230 8,975 3,287 37
b) Steel 21,853 6,806 129 10,023 6,754 32
c) PVC Pipe 1,077 267 887 140
Total 23,491 10,303 129 19,885 10,181 69
74
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62. The details of the expenditure on activities of Corporate Social Responsibilities (CSR) in pursuant to provisions of
Section 135 of the Companies Act, 2013 are as under:
a) The gross amount required to be spent by the Company during the year is C 135.39 lakhs (previous year C 231.59 lakh).
b) The amount spent during the year on CSR activities is as follows:
Cin lakhs
Sl. Particulars For the year ended For the year ended
No. 31st March, 2017 31st March, 2016
Paid Yet to Total Paid Yet to be Total
be paid paid
(i) Construction /acquisition of any assets
(ii) On purpose other than (i) above 267 267 155 155
63. Financial risk management and policies

63.1 Capital risk management
The Company manages its capital to ensure that the Company will be able to continue as going concern while maximising
the return to stakeholders through optimisation of debt and equity balance. The Company is not subject to any externally
imposed capital requirements.
The capital structure of the Company consists of net debt (borrowings as detailed in notes 19, 23 & 25 less cash and
bank balances as detailed in note 13 & 14) and total equity of the Company. Equity consists of equity capital, share premium
and all other equity reserves attributable to the equity holders.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the
requirements of the financial covenants.
63.2 Financial risk management
The Companys principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose
of these financial liabilities is to finance and support the Companys operations. The Companys principal financial assets
comprise investments, cash and bank balance, trade and other receivables.
The Company is exposed to various financial risks such as market risk, credit risk and liquidity risk. The financial risks
are identified, measured and managed in accordance with the Companys policies and risk objectives.
a. Market risk
The Companys activities expose it primarily to the financial risk of changes in foreign currency exchange rates and changes
in interest rates. There have been no changes to the Companys exposure to market risk or the manner in which it manages
and measures the risk in recent past.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market prices. Market risk comprises two types of risk: interest rate risk and currency risk. Financial instruments affected
by market risk include borrowings and bank deposits.
i. Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Companys exposure to the risk of changes in market interest rates is limited.
ii. Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in foreign exchange rates. The Companys exposure to the risk of changes in foreign exchange rates relates primarily
to the Companys borrowings. The Companys foreign currency risks are identified, measured and managed at periodic
intervals in accordance with the Companys policies.
Particulars of unhedged foreign currency exposures as at the reporting date:
Cin lakhs
Particulars As at As at As at
31st March, 2017 31st March, 2016 01st April, 2015
FCCB Borrowings 36,115 39,800 37,554
Interest
Total 36,115 39,800 37,554
Interest not provided (refer note 41) 2,178 1,052
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b. Credit risk
Credit risk is the risk that counterparty will default on its contractual obligations resulting in financial loss to the
company. The Company has adopted a policy of only dealing with creditworthy customers.
The credit limit is granted to a customer after assessing the Credit worthiness based on the information supplied by
credit rating agencies, publicly available financial information or its own past trading records and trends.
At March 31, 2017, the company did not consider there to be any significant concentration of credit risk, which had
not been adequately provided for. The carrying amount of the financial assets recorded in the financial statements,
grossed up for any allowances for losses, represents the maximum exposure to credit risk.
c. Liquidity risk
The Company manages liquidity risk by maintaining adequate reserves and banking facilities, by continuously
monitoring forecast and actual cash flows and by matching the maturity profiles of financial assets and liabilities for
the Company.
The Company has established an appropriate liquidity risk management framework for its short-term, medium term
and long-term funding requirement.
The table below summarizes the maturity profile of the Companys financial liabilities.
Cin lakhs
Particulars Less than 1-5 years > 5 years Total
1year payments
As at 31st March, 2017
Borrowings and interest thereon 35,690 45,081 12,600 93,371
Trade and other payables 14,814 14,814
Other financial liabilities 12 50 115 177
Borrowings and interest thereon 35,445 53,676 703 89,824
As at 1st April, 2015
Borrowings and interest thereon 30,895 59,517 3,512 93,924
64. Disclosure of Financial Lease hold land as per Ind AS -17 - Leases Cin lakhs
Particulars Carrying Less than 1-5 years > 5 years Total
Value 1year payments
Lease hold land (Assets) 802
Minimum lease payment 1,485 1,237 50 423 1,485
Present value of minimum lease payment 177 12 50 115 177
Minimum lease payment 1,114 9 38 1,067 1,114
As at 1st April, 2015
Minimum lease payment 1,123 9 38 1,076 1,123
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The Company has taken land on lease for its plants from various government and government agencies for
99 years, with condition of further renewal as per terms and conditions mutually agreed by both the parties and
increase of lease rental to the extent of 25% of existing lease rental.
65. Nature and purpose of reserves

(a) Capital reserve: The capital reserve was recognized on forfeiture of equity shares by the Company. This reserve
is not freely available for distribution to the shareholders.
(b) Securities premium reserve: The amount of difference between the issue price and the face value of the shares
is recognized in Securities premium reserve.
(c) Capital redemption reserve: The Company had created Capital redemption reserve out of the profitsfor redemption
of the Preference shares. This reserve may be utilized for the specified purposes in accordance with the
provisions of the Act.
(d) General reserve: General reserve is the accumulation of the portions of the net profits transferred by the
Company in the past years pursuant to the earlier provisions of the Companies Act, 1956.
(e) Retained earnings: Retained earnings comprise of the profits of the Company earned till date net of distributions
and other adjustments.
66. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's
classification / disclosure. Figures have been rounded off to the nearest lakhs rupees unless otherwise stated.
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NOTICE
NOTICE is hereby given that the 36th Annual General Meeting hereby accorded for substituting Clause V of the
of the Members of Prakash Industries Limited will be held on Memorandum of Association of the company with the
Tuesday, the 25thJuly, 2017 at 12.30 p.m. at the Registered following clause.
Office of the Company at 15 Km. Stone, Delhi Road, Hissar
V The Authorised Share Capital of the Company is
- 125044 to transact the following business: -
C 2,00,00,00,000/- (Rupees Two Hundred Crores Only)
ORDINARY BUSINESS divided into 20,00,00,000 Equity shares of C 10/-
1. To receive, consider and adopt the Audited Balance Sheet (Rupees Ten) each.
of the Company as at 31st March, 2017, Profit and Loss 6. To consider and if thought fit, to pass with or without
Account and Cash Flow Statement for the year ended on modification, the following resolution as SPECIAL
that date together with the Reports of Directors and RESOLUTION:
Auditors thereon.
RESOLVED THAT all outstanding obligations of the
2. To appoint a Director in place of Shri M.L. Pareek (DIN : Company on the April 2015 Foreign Currency Convertible
01795975), who retires by rotation and being eligible, Bonds (Existing Bonds) be exchanged by issue of new
offers himself for re-appointment. 2022 Bonds (New Bonds) on the terms and conditions
3. To consider and, if thought fit, to pass with or without as may be decided by the Board of Directors. The issue
modification(s) the following resolution as an ORDINARY of New Bonds shall constitute full and final discharge of
RESOLUTION: the Issuer's obligations to such holder(s) under the
existing bond conditions with respect to payment of
RESOLVED THAT that pursuant to the provisions of principal, interest and premium on such Existing Bonds
Section 139 and all other applicable provisions, if any, of and no other amounts shall be payable or New Bonds
the Companies Act, 2013 and the Companies (Audit and shall be issued to such holder(s) in respect of the
Auditors) Rules, 2014, as amended from time to time, Existing Bonds, to the extent provided in the terms and
the Company hereby ratifies the appointment of conditions of the Bonds.
Chaturvedi & Co., Chartered Accountants (FRN : 30213E)
as Statutory Auditors of the Company to hold office from RESOLVED FURTHER THAT consent of the members of
the conclusion of this Annual General Meeting (AGM) till the Company be and it is hereby accorded for execution
the conclusion of the Thirty-Seventh AGM of the Company of the offer to exchange the Existing Bonds, subject to
to be held in the year 2018 to examine and audit the having obtained all necessary internal, corporate and
accounts of the Company at such remuneration as may other approvals and consents and compliance with all
be mutually agreed between the Board of Directors of the applicable securities laws and other laws in relation to
Company and the Auditors. the New Bonds (including, without limitation, obtaining
the approval of the holders of Existing Bonds, the RBI,
SPECIAL BUSINESS SEBI, Stock Exchanges and any other approval, which
4. To consider and, if thought fit, to pass with or without may be required by law), to the issuance of New Bonds
modification(s) the following resolution as a SPECIAL and the Board or any of its committees, be and is hereby
RESOLUTION: authorized on behalf of the Company to do all such acts,
deeds, matters and things as it may in its absolute
RESOLVED THAT pursuant to the provisions of Section discretion deem necessary or desirable for such
61 and 64 and all other applicable provisions, if any, of purpose;
the Companies Act, 2013 (including any amendment
thereto or re-enactment thereof) and the rules RESOLVED FURTHER THAT the Company, through its
framed there under, the consent of the members of the Board or any of its Committee and/or any agency of the
Company be and is hereby accorded to increase the Company is authorised to issue and allot such number
Authorised Share Capital of the Company from existing of equity shares as may be required to be issued and
C 1,70,00,00,000/- (Rupees One Hundred Seventy Crores allotted upon conversion of the New Bonds, all such
Only) divided into 17,00,00,000 Equity Shares of C 10/- equity shares ranking pari passu with the existing equity
each to C 2,00,00,00,000/- (Rupees Two Hundred Crores shares of the Company, in compliance with all applicable
Only) divided into 20,00,00,000 Equity shares of C 10/- laws.
(Rupees Ten) each ranking pari passu in all respect with RESOLVED FURTHER THAT the Board be and is hereby
the existing equity shares of the Company. authorized to delegate all or any of the powers herein
5. To consider and if thought fit, to pass with or without conferred to any Committee of Directors or Managing
modification, the following resolution as a SPECIAL Director or any Director or Directors or Company Secretary
RESOLUTION: or other officer of the Company, or to any intermediary or
agent of the Company, to do all such acts, deeds,
RESOLVED THAT pursuant to the provisions of Section matters and things including but not limited to
13, 61 and 64 and other applicable provisions of the appointment of intermediaries/agencies, execution of
Companies Act, 2013 (including any amendment thereto various documents in relation to issuance of the New
or re-enactment thereof) and the rules framed thereunder, Bonds, applying for and obtaining the necessary statutory
the consent of the members of the Company be and is and regulatory approvals, finalisation of terms and
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conditions of the New Bonds and oversee the Category A
requirements to issue the New Bonds and to take such
The following perquisites shall not be included in the
steps as may be necessary and desirable to give effect
computation of the ceiling on remuneration specified
to this resolution;
above:
RESOLVED FURTHER THAT the Board be and is hereby
i) Gratuity - In accordance with the provisions of
authorised to settle all questions, difficulties, doubts, or
Payment of Gratuity Act but shall not exceed half
problems that may arise in regard to offer, issue or
month's salary for each completed year of service.
allotment of Securities and utilisation of the issue
proceeds as it may in its absolute discretion deem fit, ii) Leave on full pay and allowances as per rules of the
without being required to seek any further consent or Company. Leave accumulated but not availed may be
approval of the members or otherwise, with the intent that allowed to be encashed as per rules of the
member shall be deemed to have their approval thereto Company.
expressly by the authority of this resolution.
Category B
7. To consider and, if thought fit, to pass with or without
i) Free use of Companys Car with driver for Companys
modification(s) the following resolution as an ORDINARY
business.
RESOLUTION:
ii) Free mobile and telephone facility.
RESOLVED THATpursuant to the provisions of Section
148 and all other applicable provisions of the Companies iii) Reimbursement of all entertainment and travelling
Act, 2013 read with Companies (Audit and Auditors) expenses actually incurred by the Chairman for the
Rules, 2014 (including any statutory modification(s) or re- business of the Company.
enactment thereof, for the time being in force) the
remuneration payable to M/s Rakshit & Associates (FRN Provided that the total remuneration shall not exceed 5%
101951), Cost Accountants, the Cost Auditors to conduct of the net profit of the Company and if there is more than
the audit of the cost records of the Company for the one Director, remuneration shall not exceed 10% of the net
financial year 2017-18 amounting to C 1,50,000/- profit to all such Directors and Manager taken together.
(Rupees One Lac Fifty Thousand Only) apart from RESOLVED FURTHER THAT the Board of Directors of the
reimbursement of actual expenses to be incurred by Company be and is hereby authorised to accept any
them in connection with conducting the audit of cost modification(s) in the terms and conditions of the
records of the Company, be and is hereby ratified and appointment in such manner as may be suggested by
confirmed. any authority and acceptable to Shri V.P. Agarwal.
RESOLVED FURTHER THAT the Board of Directors of the RESOLVED FURTHER THAT notwithstanding anything to
Company be and is hereby authorised to do all acts and the contrary contained hereinabove, where in any financial
take all such steps as may be necessary, proper or year, the Company has no profits or its profits are
expedient to give effect to this resolution. inadequate, the remuneration as decided by the Board
8. To consider and, if thought fit, to pass with or without from time to time pursuant to the provisions of Schedule
modification(s) the following resolution as an SPECIAL V of the Companies Act, 2013 shall be paid to Shri V.P.
RESOLUTION: Agarwal, Chairman as minimum remuneration subject to
approval of the Central Government, if required, for the
RESOLVED THAT pursuant to recommendation of period from 1st April, 2017 to 31st March, 2020.
Nomination and Remuneration Committee of the
Company and as per the provisions of Section 196, 197, RESOLVED FURTHER THAT the Board of Directors of the
198, 203 read with Schedule V and all other applicable Company be and is hereby authorised for obtaining
provisions, if any, of the Companies Act, 2013, and the necessary approvals - statutory, contractual or otherwise
Companies (Appointment and Remuneration of and to do all such acts, deeds, matters and things as are
Managerial Personnel) Rules, 2014 (including any incidental thereto or as may be deemed necessary or
statutory modification or re-enactment thereof, for the time desirable and settle any question or difficulty that may
being in force), approval of the members be and is arise, in such manner as they may deem fit in order to
hereby accorded to the re-appointment of Shri V.P. Agarwal give effect to the above resolution.
(DIN : 00048907) as Chairman of the Company for a
period of three year with effect from 1st April, 2017 to 31st By order of the Board
March, 2020 subject to approval of appropriate For Prakash Industries Limited
authorities, if required, on the following terms and
conditions: Registered Office:
1) Salary : C40,00,000 p.m. 15 Km. Stone,

Delhi Road,
(in the grade of C40,00,000 - 5,00,000 - 50,00,000) Hissar 125044 (Haryana)
2) Perquisites : In addition to the aforesaid salary, the Dated : 22nd May, 2017 Ashwini Kumar
following perquisites would be allowed: CIN : L27109HR1980PLC010724 Company Secretary
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NOTES:
1. The statement pursuant to Section 102(1) of the details of unpaid/ unclaimed dividend for the financial
Companies Act, 2013 with respect to the special business year 2010-11, 2011-12 , 2012-13 and 2013-14 on the
set out in the Notice is annexed. website of Investor Education and Protection Fund
(IEPF) viz. www.iepf.gov.in. Investors can also check
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
their unpaid / unclaimed dividend details from the
MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND
abovesaid website.
AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH
PROXY NEED NOT BE A MEMBER OF THE COMPANY. Members who have not received / encashed their dividend
warrants for the financial year 2010-11, 2011-12, 2012-13
3. The instrument appointing the proxy, duly completed, must
and 2013-14 may please write to Shri Ashwini Kumar,
be deposited at the Companys Registered/Corporate Office
Company Secretary and Compliance Officer, at the
not less than 48 hours before commencement of the
Companys Corporate Office for claiming the said
meeting. A proxy form for the AGM is enclosed.
dividends. Members are requested to note that dividends
4. Pursuant to Section 105 of the Companies Act, 2013 read not claimed within seven years from the date of transfer to
with the Companies (Management and Administration) the Companys Unpaid Dividend Account, will, as per
Rules, 2014 a person shall not act as proxy for more than Section 124 of the Companies Act, 2013, be transferred to
fifty (50) members and holding in the aggregate not more the Investor Education and Protection Fund.
than 10% of the total share capital of the Company carrying
Form for providing bank details is available on the
voting rights. A member holding more than 10% of the total
Companys website www.prakash.com and also annexed
share capital of the Company carrying voting rights may
with the Annual Report.
appoint a single person as proxy and such person shall
not act as proxy for any other person or shareholder. 10. Members holding shares in physical form are advised to
convert their shareholding in dematerialized form with any
5. Corporate members intending to send their authorised
depository participant.
representatives to attend the meeting are requested to send
a certified copy of the Board Resolution authorising their 11. The Register of Directors and Key Managerial Personnel
representatives to attend and vote on their behalf at the and their shareholding maintained under Section 170 of
meeting to the Company . the Companies Act, 2013, the Register of Contracts or
6. During the period beginning 24 hours before the time fixed arrangements in which Directors are interested under
for the commencement of the meeting and ending with the Section 189 of the Companies Act, 2013 will be available
conclusion of the meeting, a member would be entitled to for inspection at the AGM.
inspect the proxies lodged at any time during the business 12. The Ministry of Corporate Affairs (MCA) has undertaken a
hours of the Company, provided that not less than three "Green Initiative in Corporate Governance" and allowed
days of notice in writing is given to the Company. Companies to send documents through electronic mode
7. Register of Members and Share Transfer Books will remain to its members. As per Regulation 36(1) (a) of SEBI (Listing
closed from 22nd July, 2017 to 25th July, 2017 (both days Obligations and Disclosure Requirements) Regulations,
inclusive). 2015 , Companies shall send soft copies of the Annual
Report and other notices to all those members who have
8. i) Members are requested to quote their folio, DP and registered their email ids for the said purpose. Members
client ID No. in all correspondence with the Company. are requested to support this Green Initiative by
ii) If there is any change in the postal address / email ID, registering/ updating their email ids for receiving electronic
members may update their new address or email ID communications.
with their respective DP in case of holding shares in Members holding shares in electronic mode are requested
demat form and if holding shares in physical form they to update their email ids with their respective DPs and
should write to the Company. those holding shares in physical mode are requested to
iii) Members holding shares in physical form and desirous update their email ids with the Company at SRIVAN,
of making nomination in respect of their shareholding Najafgarh - Bijwasan Road, Bijwasan, New Delhi - 110061.
in the Company may send Form SH-13 for the purpose 13. Voting through electronic means -
which is available at the Corporate Office of the
Company or may be downloaded from the Company's A. In compliance with the provisions of Section 108 of
website www.prakash.com the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules,
iv) The Securities and Exchange Board of India (SEBI) 2014 and Regulation 44(1) of SEBI (Listing
has mandated the submission of Permanent Account Obligations and Disclosure Requirements)
Number (PAN) by every participant in securities Market. Regulations, 2015 , the Company is pleased to offer
Members holding shares in demat form are requested e-voting facility to its Members in respect of the
to update their PAN details with their respective DPs businesses to be transacted at the 36th Annual
and those holding shares in physical form may send General Meeting ("AGM"). The Company has engaged
self attested copy of PAN card to the Company. the services of Central Depository Services (India)
9. As per rules regarding unpaid / unclaimed dividend Limited ("CDSL") as the Authorised Agency to provide
prescribed by MCA; Company has already given the e-voting facilities.
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B. Members are requested to note that the business may (ix) After entering these details appropriately, click on "SUBMIT"
be transacted through electronic voting system and tab.
the Company is providing facility for voting by electronic
means. It is hereby clarified that it is not mandatory for (x) Members holding shares in physical form will then directly
a Member to vote using the e-voting facility. A Member reach the Company selection screen. However, members
may avail of the facility at his/her/its discretion, as per holding shares in demat form will now reach 'Password
the instructions provided herein: Creation' menu wherein they are required to mandatorily
enter their login password in the new password field. Kindly
Instructions: note that this password is to be also used by the demat
The instructions for shareholders voting electronically are holders for voting for resolutions of any other company on
as under: which they are eligible to vote, provided that company opts
(i) The voting period begins on 22nd July, 2017 (09:00 a.m.) for e-voting through CDSL platform. It is strongly
and ends on 24th July, 2017 (05:00 p.m.). During this period recommended not to share your password with any other
shareholders' of the Company, holding shares either in person and take utmost care to keep your password
physical form or in dematerialized form, as on the cut-off confidential.
date 19th July, 2017, may cast their vote electronically. The (xi) For Members holding shares in physical form, the details
e-voting module shall be disabled by CDSL for voting
can be used only for e-voting on the resolutions contained
thereafter.
in this Notice.
(ii) Shareholders who have already voted prior to the meeting
date would not be entitled to vote at the meeting venue. (xii) Click on the EVSN of "Prakash Industries Limited".
(iii) The shareholders should log on to the e-voting website (xiii) On the voting page, you will see "RESOLUTION
www.evotingindia.com. DESCRIPTION" and against the same the option "YES/
(iv) Click on Shareholders / Members. NO" for voting. Select the option YES or NO as desired.
The option YES implies that you assent to the Resolution
(v) Now Enter your User ID
and option NO implies that you dissent to the
a. For CDSL: 16 digits beneficiary ID, Resolution.
b. For NSDL: 8 Character DP ID followed by 8 Digits Client
ID, (xiv) Click on the RESOLUTIONS FILE LINK if you wish to
view the entire Resolution details.
c. Members holding shares in Physical Form should enter
Folio Number registered with the Company. (xv) After selecting the resolution you have decided to vote
(vi) Next Enter the Image Verification as displayed and Click on, click on "SUBMIT". A confirmation box will be displayed.
on Login. If you wish to confirm your vote, click on "OK", else to
change your vote, click on "CANCEL" and accordingly
(vii) If you are holding shares in demat form and had logged on
modify your vote.
to www.evotingindia.com and voted on an earlier voting of
any company, then your existing password is to be used. (xvi) Once you "CONFIRM" your vote on the resolution, you will
(viii) If you are a first time user follow the steps given below: not be allowed to modify your vote.
For Members holding shares in Demat Form and (xvii) You can also take a print of the votes cast by clicking on
Physical Form "Click here to print" option on the Voting page.
PAN Enter your 10 digit alpha-numeric PAN issued by (xviii) If Demat account holder has forgotten the changed login
Income Tax Department. (Applicable for both demat password then Enter the User ID and the image
shareholders as well as physical shareholders) verification code and click on Forgot Password & enter
Members who have not updated their PAN with the the details as prompted by the system.
Company/Depository Participant are requested to (xix) Shareholders can also cast their vote using CDSLs
use the first two letters of their name and 8 digits of mobile app m-Voting available for android based mobiles.
the sequence number in the PAN field. The m-Voting app can be downloaded from Google Play
In case the sequence number is less than 8 digits Store. Apple and Windows phones users can download
enter the applicable number of 0's before the the app from the App Store and the Windows Phone Store
number after the first two characters of name in respectively. Please follow the instructions as prompted
CAPITAL letters. Eg. If your name is RAMESH by the mobile app while voting on your mobile.
KUMAR with sequence number 1 then enter
(xx) Note for Non - Individual Shareholders and Custodians
RA00000001 in the PAN field.
" Non-Individual shareholders (i.e. other than Individuals,
Dividend Enter the Dividend Bank Details or Date of Birth (in
HUF, NRI etc.) and Custodian are required to log on to
Bank dd/mm/yyyy format) as recorded in your demat
Details account or in the Company records in order to login. www.evotingindia.com and register themselves as
OR Corporates.
If both the details are not recorded with the
Date of " A scanned copy of the Registration Form bearing the
Birth depository or Company please enter the member
id/folio number in the Dividend Bank details field stamp and sign of the entity should be emailed to
(DOB)
as mentioned in instruction (v). helpdesk.evoting@cdslindia.com.
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" After receiving the login details a Compliance User should of India (Listing Obligations and Disclosure
be created using the admin login and password. The Requirements) Regulations, 2015 and clause 1.2.5 of
Compliance user would be able to link the account(s) for the Secretarial Standard 2 as per Annexure- A
which they wish to vote on.
15. Members are requested to bring their duly filled
" The list of accounts linked in the login should be mailed Attendance Slip enclosed herewith to attend the meeting
to helpdesk.evoting@cdslindia.com and on approval of along with their copy of Annual Report.
the accounts they would be able to cast their vote.
16. A route map to the venue of the AGM alongwith prominent
" A scanned copy of the Board Resolution and Power of landmark for easy location is enclosed.
Attorney (POA) which they have issued in favour of the
EXPLANATORY STATEMENT
Custodian, if any, should be uploaded in PDF format in
the system for the scrutinizer to verify the same. (Pursuant to Section 102 of the Companies Act, 2013).
C. Any person, who acquires shares of the Company and As required by Section 102 of the Companies Act, 2013 (Act),
become Member of the Company after dispatch of the the following explanatory statement sets out all material facts
Notice and holding shares as on the cut-off date i.e. 19th relating to the business mentioned under Item No. 4 to 7 of the
July, 2017 may follow the same instructions as mentioned accompanying Notice:
above for e-Voting. Item No 4 & 5
D. In case you have any queries or issues regarding e-voting, In view of proposed issue of new FCCBs in lieu of all
you may refer the Frequently Asked Questions ("FAQs") obligations of the Company on the 5.25% April,2015 Bonds
and e-voting manual available at www.evotingindia.com, and expected convertion of Bonds into Equity, the Company
under help section or write an email to proposes to increase the existing Authorised Capital of the
helpdesk.evoting@cdslindia.com Company of C 1,70,00,00,000/- (Rupees One Hundred Seventy
E. M/s S.K. Hota & Associates, Company Secretaries Crores Only) divided into 17,00,00,000 Equity Shares of C 10/-
(Membership No.16165 & CP No.6425) has been each to C 2,00,00,00,000/- (Rupees Two Hundred Crores Only)
appointed as the Scrutinizer and Alternate scrutinizer to divided into 20,00,00,000 Equity shares of C 10/- (Rupees Ten)
scrutinize the remote e-voting process and voting through each.
Ballot paper in the meeting, in a fair and transparent The proposed increase in Authorised Capital will consequently
manner. require alteration in Capital clause V of Memorandum of
F. The Scrutinizer, after scrutinising the votes cast at the Association of the Company.
meeting through ballot paper and through remote e-voting, The special resolutions are therefore proposed at Item No.4 &
will not later than three days of conclusion of the Meeting, 5 of the notice to increase the Authorised Share Capital and for
make a consolidated scrutinizer's report and submit the making necessary alterations in Capital clause V of
same to the Chairman. Memorandum of Association of the Company.
G. In the event of poll, please note that the members who None of the Directors / Key Managerial Personnel of the
have exercised their right to vote through electronic means Company / their relatives are, in any way, concerned or interested,
as above shall not be eligible to vote by way of poll at the financially or otherwise, in these Resolutions.
meeting. The poll process shall be conducted and report
thereon shall be prepared in accordance with Section The Board recommends the Resolutions set out at Item No.4 &
109 of the Act read with relevant rules. In such an event, 5 for your approval.
votes cast under Poll taken together with the votes cast Item No 6
through remote e-voting shall be counted for the purpose
As the members are aware, the Company issued FCCBs
of passing of resolution(s). No voting by show of hands
aggregating to US$ 60 million in April 2010 which were due for
will be allowed at the Meeting.
redemption in 2015 ("2015 Bonds"). However, the Company
H. Subject to receipt of sufficient votes, the resolution(s) shall was not in a position to redeem the 2015 Bonds in full on its
be deemed to be passed at the 36th Annual General maturity date. The Company then proposed to the holders of
Meeting of the Company scheduled to be held on Tuesday, the 2015 Bonds to restructure their Bonds and obtained consent
the 25th July, 2017. The Results shall be declared within of 59.5% of the holders of 2015 Bonds to exchange their existing
48 Hours from the conclusion of the meeting. The bonds equal to 50% of the principal amount into 2020 Bonds
Results declared alongwith the Scrutinizer's Report shall and pay a cash consideration equal to the remaining 50% of
be placed on the Company's website, www.prakash.com the principal amount of the Bonds. The remaining holders of
and on CDSL's website, www.cdslindia.com / the 2015 Bonds did not consent to the above terms of
www.evotingindia.com within 48 hours of passing of the Restructuring and the Bonds equivalent to US$ 24.3 million
Resolutions at the meeting and communicated to the held by them remain outstanding.
Stock Exchanges.
The Company is now proposing to restructure all outstanding
14. Details of Directors seeking appointment/reappointment obligations of 2015 Bonds, including the cash consideration of
at the forthcoming Annual General Meeting pursuant to US$ 17.85 million payable under the restructuring terms of 2015
Regulation 36(3) of the Securities and Exchange Board Bonds, by exchanging and issuing new Convertible Bonds of
5
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equivalent amount, subject to approval of members, approval Item No.8
of the respective Bondholders and the Reserve Bank of India
Shri V.P. Agarwal is an experienced Industrialist hailing from a
and any other applicable approval, if required.
reputed business house. He has been with the Company since
The conversion price of the new bonds to respective its inception and is thus conversant with all the facets of the
bondholders shall be freely determined subject to such price working of the Company.
not being less than that prescribed under applicable laws
The Shareholders of the Company at the Annual General
including the Issue of Foreign Currency Convertible Bonds and
Meeting held on 24th September, 2014 had re-appointed Shri
Ordinary Shares (Through Depository Receipt Mechanism)
V.P. Agarwal for a period of three years from 1st April, 2014. Under
Scheme, 1993 or any other applicable pricing regulations/
the management control and guidance of Shri V.P. Agarwal,
guidelines issued by Government of India and/or stipulated by
the Company has consistently improved upon its performance.
the RBI.
The Board has re-appointed him as Chairman of the Company
The said Special Resolution seeks to give the Board and any for a period of three years commencing from 1st April, 2017 to
of its Committees, powers to (i) issue the FCCBs upto US$ 31st March, 2020 on the terms & conditions as mentioned in the
24.30 million (US$ Twenty Four Million Three Hundred resolution.
Thousand Only) in one or more tranche or tranches to the 2015
The matter had been discussed and approved by the
Bondholders and (ii) issue FCCBs against all outstanding
Nomination and Remuneration Committee and Board in its
obligations with respect to cash consideration of US$ 17.85
meetings held on 14th February, 2017 which recommended the
million (US$ Seventeen Million Eighty Hundred and Fifty
re-appointment and remuneration payable as mentioned in the
Thousand Only), in one or more tranche or tranches, at such
resolution as set out at item No.8 of the Notice subject to the
time or times, at such price or prices and on such terms and
approval of the shareholders.
conditions as the Board or any of its Committees may in its
absolute discretion deem fit. A copy of the resolution passed by the Board of Directors relating
to the terms and conditions of payment of remuneration and
None of the Directors or Key Managerial Personnel of the
other relevant documents are open for inspection for the
Company or their relatives is concerned or interested in the
members at the Registered Office of the Company between
aforesaid Resolution.
11.00 A.M. to 1.00 P.M. on any working day prior to the date of the
The Board recommends the Resolution set out at Item No.6 for meeting and also at the meeting. The above terms and
your approval. conditions as set out in the said Resolution may be treated as
an abstract under Section 190 of the Companies Act, 2013.
Item No.7
The Board also considers that Shri V. P. Agarwals continued
The Board on the recommendation of the Audit Committee has
association would be of immense benefit to the Company and
approved the appointment and remuneration of the Cost Auditors
it is desirable to continue to avail his services as Chairman of
to conduct the audit of the cost records of the Company for the
the Company.
financial year 2017-18 as mentioned in the resolution set out at
Item No.7 of the notice. None of the Directors except Shri V.P. Agarwal, Shri Vikram
Agarwal and Shri Kanha Agarwal are interested in the resolution.
In accordance with the provisions of Section 148 of the
Companies Act, 2013 read with the Companies (Audit and The Board recommends the Resolution set out at Item No.8 for
Auditors) Rules, 2014 the remuneration payable to the Cost your approval.
Auditors has to be ratified by the members of the Company.
Accordingly, consent of the members is sought for passing an By order of the Board
Ordinary Resolution as set out at Item No.7 of the Notice for For Prakash Industries Limited
ratification of the remuneration payable to the Cost Auditors for
the financial year 2017-18. Registered Office:
None of the Directors / Key Managerial Personnel of the 15 Km. Stone,
Company / their relatives are, in any way, concerned or interested, Delhi Road,
financially or otherwise, in this Resolution. Hissar 125044 (Haryana)
Dated : 22nd May, 2017 Ashwini Kumar
The Board recommends the Resolution set out at Item No.7 for
CIN : L27109HR1980PLC010724 Company Secretary
your approval.
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ANNEXURE-A
Details of Director(s) seeking appointment/reappointment at the forthcoming Annual General Meeting pursuant to
Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and clause 1.2.5 of the Secretarial Standard 2
Name of the Directors Shri M.L. Pareek

Date of Birth 10.05.1945
Date of First appointment on the Board 04.08.2012
Qualifications Graduate
Experience/Expertise in specific function areas/Brief Shri M.L. Pareek is experienced technocrat and had been
resume of the Director. associated earlier with the Company at the time of
instalation and commissioning of integrated steel plant of
the Company
Terms and Conditions of appointment/re-appointment Appointed w.e.f. 01.04.2015 to 31.03.2018 vide spectial
resolution passed in AGM dated 26.09.2015
re-appointment
Details of remuneration sought to be paid and Remuneration withdrawn/and to be paid as per term and
remuneration last drawn condition of appointment vide special resolution passed in
AGM dated 26.09.2015 and 29.09.2016.
Disclosure of Relationship with other Directors Manager Not inter-se related to any other Director or key
and Key Managerial Personnel of the Company Managerial Personnel
No. of Meeting of Board of Directors attended during the 4
F.Y. 2016-17
Other Directorship held 1
Membership/Chairmanship of Committees of other Boards 1
Shareholding in the Company 802
Name of the Directors Shri V.P. Agarwal
Date of Birth 24.03.1956
Date of First appointment on the Board 31.07.1980
Qualifications Graduate
Experience/Expertise in specific function areas/Brief Shri V.P. Agarwal is associated with the Company since its
resume of the Director. incorporation.
Terms and Conditions of appointment/re-appointment Appointed as per term and conditions mentioned at Item
No. 8
Details of remuneration sought to be paid and Remuneration withdrawn/and to be paid as per term and
remuneration last drawn condition of appointment mentioned at Item No. 8
Disclosure of Relationship with other Directors Manager None of the Director or key Managerial Personnel except
and Key Managerial Personnel of the Company Sh. Vikram Agarwal and Sh. Kanha Agarwal are related to him
No. of Meeting of Board of Directors attended during the 4

F.Y. 2016-17
Other Directorship held 17
Membership/Chairmanship of Committees of other Boards 2
Shareholding in the Company 526884
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E-COMMUNICATION REGISTRATION FORM

To,
Prakash Industries Limited

SRIVAN
Bijwasan
New Delhi - 110061
Ph.No.011-25305800
Fax No. 011-28062119
E-mail: investorshelpline@prakash.com
Website: www.prakash.com
Green Initiative in Corporate Governance
I/We hereby exercise my/our option to receive all Notices / Documents, etc. from the Company including Notice
of General Meeting, Audited Financial Statements, Directors' Report, Auditors' Report, Postal Ballot Notice, etc.
in electronic mode.
Please register my e-mail ID as given below, in your records, for sending the communications:
DP ID & Client ID / Folio No. : ........

Name of 1st Registered Holder : ........
Name of Joint Holder(s), if any : ........
Registered Address of the Sole/ : ........
1st Registered Holder ........
........
........
E-mail ID (to be registered) : ........
Date : Signature : ........................
Notes:
1. The above form may be used for registering the E-mail IDs by those Shareholders who hold Shares in physical
form.
2. The form duly filled and signed may please be sent to Company's above mentioned address.
3. Members holding shares in electronic mode are requested to esnsure to keep their e-mail addresses updated
with the depository participants.
4. On registration, all the communications will be sent to the E-mail ID registered.
5. The form is also available on the website of the Company i.e. www.prakash.com under the 'Investors Section'.
6. Shareholders are requested to keep updated to their depository participants / Company's above mentioned
address as and when there is any change in the e-mail address.
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14
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Prakash Industry

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35$.

$6+ ,1'8675,(6 /,0,7('

BOARD OF DIRECTORS Shri V. P. Agarwal Chairman

Shri Vikram Agarwal Managing Director

Shri Kanha Agarwal Joint Managing Director

Shri M.L. Pareek Whole - time Director & CEO

Shri P.L. Gupta Whole - time Director & CFO

Shri K. C. Mehra Independent Director

Dr. S. L. Keswani Independent Director

Shri Y.N. Chugh Independent Director

Shri M.R. Agarwal Independent Director

Smt. Purnima Gupta Independent Director

COMPANY SECRETARY Shri Ashwini Kumar

STATUTORY AUDITORS Chaturvedi & Co.

BANKERS Corporation Bank

Kotak Mahindra Bank

New Delhi - 110 061

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS NUMBER OF MEETINGS OF THE BOARD

Vikram Agarwal Dr. S.L. Keswani

For PRADIP KUMAR MUDULI For PRADIP KUMAR MUDULI

By Order of the Board

P. L. Gupta Vikram Agarwal

I. REGISTRATION AND OTHER DETAILS

ii) Registration Date 31-07-1980

iii) Name of the Company Prakash Industries Limited

iv) Category / Sub-Category of the Company Public Company / Limited by Shares

vi) Whether listed Company Yes

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sr. Name and Description of NIC Code of the % to total turnover of

No. main products/services product/service the Company

1 Ferro Alloys 24104 10

2 MS TMT / MS Coil and Allied 24105 53

3 HB Wire Rod 24108 22

4 PVC Pipe & Sockets 22209 12

III PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

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