Ismt LTD (2019-2020)

Download as pdf or txt
Download as pdf or txt
You are on page 1of 150

ANNUAL REPORT

2019-20
History
PHYSICAL SUMMARY 1977 - 1980
ISMT began life as ‘The Indian Seamless Metal Tubes Limited’. Incorporated on 29th July 1977 as a public limited
company, raised Rs. 45 lacs through Initial Public Offering and commenced production of Seamless Tubes in the
year 1980 with an installed capacity of 15,000 MTPA.

1985
Seamless Tube manufacturing capacity increased to 30,000 MTPA.

1992
Seamless Tube manufacturing capacity further increased to 50,000 MTPA.
Promoted ‘Indian Seamless Steels and Alloys Ltd.’ (ISSAL) to produce 1,50,000 MTPA Alloy Steel giving the
Company better control over product quality as well as deliveries.
Successfully completed Public Issue of ISSAL which was hugely oversubscribed.

1993-1994
Rights issue of Rs. 28 Crore in the year 1993 followed by rights issue of Rs. 58 Crore, for modernization and tech-
nology upgradation of Seamless Tube plant.
Seamless Tubes & Technologies (India) Ltd, a group Company amalgamated with the Company.
‘Indian Seamless Steels and Alloys Ltd.’ (ISSAL) commenced commercial production of Steel Rounds.

1998
Steel manufacturing capacity at ISSAL increased to 190,000 MTPA.

1999
Merged into Kalyani Seamless Tubes Ltd., (KSTL), a competing Seamless Tube manufacturer with 90,000 MTPA
capacity. The combined entity, which retained the name The Indian Seamless Metal Tubes Ltd., not only had a
larger capacity (1,58,000 MTPA) but also a much wider size range (from 6 mm to 273 mm).

2004-2005
Steel manufacturing capacity at ISSAL increased from 190,000 MTPA to 250,000 MTPA.
‘The Indian Seamless Metal Tubes Ltd.’ and ‘Indian Seamless Steels and Alloys Ltd.’ merged to form ‘ISMT Ltd’.
Exports cross Rs. 100 Crore mark.

2006 - 2007
Raised USD 20 Million through Foreign Currency Convertible Bonds issue.
Acquired Structo Hydraulics AB (based in Storfors, Sweden), Europe’s leading supplier of tubes and engineering
products for the hydraulic cylinder industry.

2010
ISMT added a PQF Mill, increasing its tube making capacity to 465,000 MTPA.
Simultaneously, Steel making capacity was increased from 250,000 MTPA to 350,000 MTPA.

2011
Exports cross Rs. 500 Crore mark.
Redeemed Foreign currency convertible Bonds (FCCB’s) amounting to USD 20 Million along with redemption
premium.

2012
Commissioned 40 MW Captive Power Plant located at Chandrapur district (Maharashtra).

2013
Raised long term working capital loans of Rs. 235 Crore.

2014
Operations of Captive Power Plant were suspended due to non-availability of coal & denial of energy banking
facilities by MSEDCL.
Leavy of Safeguard Duty on imports of seamless tubes into India.
JLF approved and disbursed Corporate Term Loans of Rs. 405 Crore under corrective Action Plan

2016
Levy of Anti-Dumping Duty for a period of 5 years on imports of seamless tubes from China.
Annual Report 2019-20

COMPANY INFORMATION
Board of Directors
O P Kakkar - Chairman
B R Taneja - Managing Director
Rajiv Goel - Chief Financial Officer
Deepa Mathur - Director
Shyam Powar - Director
Kanakraj M - Director
R Poornalingam - Director

Company Secretary
Chetan Nathani

Statutory Auditors Cost Auditors


M/s D N V & Co., Chartered Accountants M/s. Dhananjay V. Joshi & Associates, Cost Accountants
M/s. Parkhi Limaye & Co., Cost Accountants

Bankers / Lenders
Indian Overseas Bank IKB Deutsche Industrie Bank AG
Bank of Baroda Edelweiss Asset Reconstruction Co. Ltd.
ICICI Bank Ltd. Asset Reconstruction Co. (India) Ltd. (ARCIL)
Andhra Bank SC Lowy Primary Investments, Ltd.
Central Bank of India

Registered Office Works


Panama House, Tube - MIDC Industrial Area, Ahmednagar - 414111
(Earlier known as Lunkad Towers), MIDC Industrial Area, Baramati - 413133
Viman Nagar, Pune - 411014 Structo Hydraulics AB, Storfors, Sweden (Structo)
Tel: +91-20-4143 4100/ 26630144 Steel - Jejuri - Morgaon Road, Jejuri – 412303
Fax: +91-20-26630779 Power-Village Kurla, Warora, Chandrapur - 422910
E-mail ID: [email protected]
Website: www.ismt.com
CIN: L27109PN1999PLC016417

Registrar & Share Transfer Agent


KFin Technologies Pvt. Ltd.
(Formerly known as Karvy Fintech Pvt. Ltd.)

1
Board’s Report
To the Members of ISMT Limited DEBT RESOLUTION
Your Directors present herewith the Twenty Second Annual In terms of the Resolution Plan, Banks holding 74% of the debt
Report & Audited Financial Statements of the Company for have assigned the debt to Asset Reconstruction Companies with
financial year ended March 31, 2020. ARCIL acquiring 70% of the debt. ARCIL and other Lenders
FINANCIAL HIGHLIGHTS have signed an Inter Creditor Agreement during the year for
Rs. in Crore restructuring debt of the Company. However, the same could not
get concluded before the COVID-19 outbreak.
Financial Year
Particulars ENERGY BANKING
2019-20 2018-19
Captive Power Plant continued to be inoperative throughout
Gross Sales 1675.09 2423.39
the year in absence of banking facility from Maharashtra
Income from Operations 1304.29 1825.10 State Electricity Distribution Company Ltd. (MSEDCL). The
Earnings before Finance Cost, Company’s appeal against wrongful denial of banking facility is
Depreciation, Amortization & Tax 89.03 119.87 pending in Supreme Court.
(EBIDTA) IMPORTS
Cash Profit/ (Loss) (179.40) (154.35) The present anti dumping duty on imports from China is in force
Net Profit/ (Loss) (240.43) (228.78) until May, 2021. On account of continuing large imports from
Total Comprehensive income (243.12) (229.62) China adversely impacting the industry, the industry is seeking
renewal of the same for 5 years.
FINANCIAL PERFORMANCE
There are large imports from various countries as Defectives at
This was a difficult year with net sales dropping sharply by
very low prices accounting for more than 25% of total imports.
29%. Contraction in Automobile industry, slow down in capex
The industry will pursue with the Government for suitable
cycles & the COVID-19 shut down in last quarter were largely
safeguards in this regard.
responsible for this decrease.
Imports from other parts of the world are still substantial & needs
DIVIDEND
to be addressed. The Industry has sufficient capacity & capability
Your Directors are unable to recommend dividend for the year to meet most of the import requirements.
ended March 31, 2020 in view of the losses.
PSU BUSINESS
RESERVES
Despite having a track record of decades in supplying to ONGC
No amount is proposed to be transferred to Reserves. & other PSUs, the Company today is not able to participate in
IMPACT OF COVID-19 their tenders because of its negative net worth thereby losing out
Operations at all plants of the Company were suspended on substantial business. While the Company is pursuing with the
from March 22, 2020 on account of COVID-19 outbreak and lenders for net worth correction, the Company has also made
subsequent lockdown. Operations resumed at various locations, in suitable representations to respective authorities for relaxing the
a phased manner from April 28, 2020 onwards after obtaining the net worth requirement.
necessary permissions from local authorities. COVID-19 crisis is SCRAP AVAILABILITY
still unfolding and full assessment of the impact of the same will
In the absence of the policy for scrapping old commercial vehicles,
only be possible once the pandemic starts settling down.
the country pays for higher pollution and also suffers forex outgo
OPERATIONS on account of high cost imports. Implementation of this policy
There has been a sharp drop in the capacity utilization at Steel will increase domestic availability of scrap at competitive prices
Plant from 50% to 34%. Tube Plant utilization also went down & considerably enhance the viability of electric steel making.
from 48% to 45%. However, the gross margins were maintained ENERGY COST
despite the low production.
The Company is entirely dependent on high cost power from
Tube Sales came down by 25% from Rs. 1,317 Crore to Rs. 982 the State grid. Availability of power at competitive rates is key
Crore while Steel Sales slumped by more than 35% from Rs. 478 to success of Atmanirbhar Bharat and suitable steps need to be
Crore to Rs. 298 Crore. taken at both Central and State Governments levels to facilitate -
FINANCE (a) Special tariff for EAF route;
As a result of drop in Sales, EBIDTA also slipped by 1/3rd from (b) Free market for sale of power across India; and
Rs. 119.87 Crore to Rs. 89.03 Crore. However, through better
product mix and cost reduction, EBIDTA margin was sustained (c) Removal of cross subsidy and other State levies.
despite lower volumes. The Company continued to be EBIDTA
positive which enabled it to meet all statutory obligations,
essential capex, need based working capital & payment to lenders
as per the agreed plan.

2
Annual Report 2019-20

Board’s Report (Contd.)


NON CORE ASSETS COST AUDITORS
The Company and its Lenders have identified Captive Power The Company is required to maintain cost records as specified u/S
Plant, land held by Tridem Port and Power Company Pvt. Ltd., 148(1) of the Act and accordingly such accounts and records are
Wholly Owned Subsidiary and Surplus land in Jejuri Plant as made and maintained by the Company.
non core assets. The COVID-19 crisis will both elongate the time
frame and lower the realization from disposal of these assets. Pursuant to Section 148 of the Act read with Rules framed there
under, your Directors had, on recommendation of the Audit
RESEARCH & DEVELOPMENT Committee, approved the appointment & remuneration of the
Details of R&D activities undertaken are enumerated in Annexure following Cost Auditors of the Company for FY2019-20:
‘B’ attached to this Report
(i) M/s Dhananjay V. Joshi & Associates; and
DIRECTORS & KEY MANAGERIAL PERSONNEL
(ii) M/s Parkhi Limaye & Co.
In accordance with the provisions of the Companies Act, 2013
(‘Act’) and the Articles of Association of the Company, Mr. B R The payment of remuneration for FY2019-20 to aforesaid Cost
Taneja retires by rotation and being eligible, offers himself, for re- Auditors is subject to ratification by the Members at the ensuing
appointment. Annual General Meeting.
The term of Mr. Rajiv Goel as Whole-time Director expired on The Cost Audit Report for FY2018-19 was filed within the
September 30, 2019. He was further re-appointed as such upto prescribed time limit as per the Companies (Cost Record and
September 30, 2020. Audit) Rules, 2014.
Five (5) meetings of the Board of Directors were held during the year. SUBSIDIARIES
Detailed information is given in the Corporate Governance report. As on date of this report, the Company has ten direct & indirect
Independent Directors have given Declaration pursuant to subsidiary companies. In accordance with Section 129(3) of
Section 149(7) of the Companies Act, 2013 (Act) & Regulation the Act, a statement containing salient features of the financial
25(8) of SEBI (LODR), Regulations 2015, stating that they meet statements of subsidiaries in Form AOC-1 is provided separately
the criteria of independence. in this Annual Report. A report on performance & financial
The Board is assured that the Independent Directors of the Company position of each of the subsidiaries is provided in financial
posses adequate proficiency, experience, expertise and integrity. statements forming part of this Annual Report. The Company has
also framed a Policy for determining Material Subsidiaries which
The Company has devised a Policy for annual performance
is available on website: www.ismt.com.
evaluation of the Board, its Committees & individual Directors
which include criteria for performance evaluation of the non- On account of continuing weakness of European economy,
executive & executive directors. Structo, on consolidated basis, recorded a contraction in Sales
from Rs. 149.30 Crore to Rs. 106.14 Crore and incurred loss of
Chairman evaluates the performance of the Board and of the
Rs. 4.55 Crore in FY2019-20 against profit of Rs. 3.80 Crore in
Independent Directors. While Independent Directors evaluate the
FY2018-19. The COVID-19 crisis has made turnaround of the
performance of the Committees and of Non-Independent Directors.
business more challenging in the short term.
The above evaluations have been carried out once during the year.
During FY2019-20, the Company acquired stake in its step down
The details of familiarization Programme of Independent subsidiary viz. Structo Hydraulics AB, Sweden (Structo) by
Directors with the Company, their roles, rights, responsibilities acquiring 40,73,627 shares (95.1%) pursuant to conversion of
in the Company, nature of the industry in which the Company debt as approved by Reserve Bank of India. Accordingly, Structo
operates, business model of the Company and related matters are became a direct subsidiary of the Company.
put up on the website of the Company at www.ismt.co.in
FIXED DEPOSITS
AUDITORS REMARKS
The Company has not accepted any deposits from the public.
In respect of the Audit observations on the Financial Statements,
it has been explained in the Notes forming part of the Financial MANAGEMENT DISCUSSION & ANALYSIS AND
Statements i.e. Note Nos. 1.32- Remuneration to Executive CORPORATE GOVERNANCE REPORT
Directors, 3.12-Minimum Alternate Tax, 3.16-Investments & Pursuant to SEBI (LODR) Regulations, 2015 (Listing Regulations),
Receivables - Structo Hydraulics AB, Sweden, 3.17-Investment a separate section on Management Discussion & Analysis &
in Tridem Port & Power Company Pvt. Ltd., 3.18-Going Concern, Corporate Governance’ Report is forming part of this Report.
3.19- Interest on Loans, 3.20(i)-Recoverability from MSEDCL,
3.20(ii)-Investments in Captive Power Plant & 3.33 - Impact of The Managing Director & CFO have certified to the Board with
COVID-19 on operations which are self-explanatory & therefore regard to the financial statements & other matters as required
do not call for any further comments. under Regulation 17(8) of the Listing Regulations.
The Auditors have discussed the key matters for each of the Certificate from Auditors of the Company regarding compliance of
qualifications. conditions of Corporate Governance is also annexed to this Report.

3
Board’s Report (Contd.)
EXTRACT OF ANNUAL RETURN However, in terms of Section 136 of the Act, the Annual Report
The extract of Annual Return in Form MGT-9 is forming part of excluding the aforesaid information is being sent to the members
this Report as Annexure ‘A’. and others entitled thereto. The said statement is available for
inspection by the Members at the Registered Office of the
Latest Annual Return of the Company in Form MGT-7 is placed
Company during business hours on working days up to the date
on website www.ismt.com
of the ensuing AGM. If any Member is interested in obtaining a
CONSERVATION OF ENERGY, TECHNOLOGY copy thereof, such Member may write to the Company Secretary
ABSORPTION AND FOREIGN EXCHANGE EARNINGS in this regard.
& OUTGO
SECRETARIAL AUDIT REPORT
Information required under Section 134(3)(m) of the Act is
forming part of this Report as Annexure ‘B’. Pursuant to Section 204 of the Act & Rules made thereunder,
the Board has appointed M/s. KMDS & Associates, Company
DIRECTORS’ RESPONSIBILITY STATEMENT Secretaries as Secretarial Auditors to undertake Secretarial
Pursuant to the provisions of Section 134(3)(c) read with Section Audit of the Company for the period ended March 31, 2020.
134(5) of the Act, your Directors make the following statement: The Report of the Secretarial Auditors in Form MR-3 is forming
i) That in preparation of annual accounts, the applicable part of this Report as Annexure ‘D’.
accounting standards have been followed along with proper In respect of the Audit observations, following are the comments
explanation relating to material departures; of the Board:
ii) That the Directors have selected such accounting policies & i. Delay in submission of Financial Results:
applied them consistently & made judgments & estimates, that Submission of financial results for FY2018-19 got delayed
are reasonable & prudent so as to give a true & fair view of the by 2 weeks due to delay in financials of foreign subsidiaries.
state of affairs of the Company at end of financial year March
ii. Delay in submission of Shareholding Pattern:
31, 2020 and of the Loss of the Company for that period;
Submission of Shareholding Pattern with NSE for quarter
iii) That the Directors have taken proper and sufficient care
ended June, 2019 got delayed by 3 weeks due to technical
for the maintenance of adequate accounting records in
issues.
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for iii. Promoter shareholding not in demat form:
preventing and detecting fraud and other irregularities; One Promoter Shareholder (holding 0.02% shares in
iv) That the Directors have prepared the annual accounts on a physical form) was classified as such by virtue of being
related to a former promoter of the Company, who passed
going concern basis;
away in April, 2013.
v) That the Directors had laid down internal financial
The Company has requested the said shareholder from
controls to be followed by the Company & that such
time to time to Demat the shareholding.
internal financial controls are adequate & were operating
effectively; and PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS
vi) That the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and Particulars of Loans, Guarantees and Investments covered under
that such systems were adequate and operating effectively. Section 186 of the Act have been mentioned in the Notes to the
Financial Statements forming part of this Annual Report.
NOMINATION & REMUNERATION POLICY
RISK MANAGEMENT
The Nomination & Remuneration Policy of the Company on
director’s appointment & remuneration including criteria for The Company has constituted a Risk Management Committee
determining qualifications, positive attributes, independence of a to address organization wide risk including credit, security,
director & other matters is available on website www.ismt.com. property, regulatory and other risks. The Committee is assisting
the Board in ensuring that there is adequate risk management
The criteria for performance evaluation as laid down by NRC
policy in place capable of addressing those risks.
have been defined in the Nomination & Remuneration Policy.
INTERNAL FINANCIAL CONTROLS
Details pertaining to Section 197(12) of the Act read with Rules
framed thereunder form part of this Report as Annexure ‘C’. The Company has an internal financial control framework
which is commensurate with the size, scale and complexity of
A statement showing details of employees in terms of Rule 5(2)
its operations. The Statutory Auditors of the Company review
and (3) of the Companies (Appointment and Remuneration of
the same on periodical basis.
Managerial Personnel) Rules, 2014 forms part of this Report.

4
Annual Report 2019-20

Board’s Report (Contd.)


CORPORATE SOCIAL RESPONSIBILITY GENERAL
Pursuant to Section 135 of the Act, a CSR Committee has 1. No significant or material orders were passed by Regulators
been constituted by the Board which consists of three directors or Courts or Tribunals which impact the going concern
including two independent directors. status & Company’s operations in future.
Pursuant to Section 135 of the Act, no profits were available for 2. The Company has complied with the provisions relating
spending on CSR activities. to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace
AUDIT COMMITTEE & VIGIL MECHANISM (Prevention, Prohibition & Redressal) Act, 2013 and during
Pursuant to Section 177 of the Act, an Audit Committee the year under review, there were no cases filed under the
constituted by the Board consists of at least three directors with said Act.
independent directors forming a majority. 3. The Company has complied with the applicable secretarial
The Whistle Blower Policy/ Vigil Mechanism of the Company was standards.
established by the Board & available on website www.ismt.com. ACKNOWLEDGEMENTS
CONTRACTS & ARRANGEMENTS WITH RELATED Your Directors take this opportunity to express its sincere gratitude
PARTIES for continued support & co-operation received by the Company
During the year under review, the Company has not entered from Government of India, Government of Maharashtra, Reserve
into any contract/ arrangement/ transaction with related parties Bank of India, Stock Exchanges, other regulatory agencies
which were either not at an arm’s length or not in the ordinary & shareholders. The Board would also like to acknowledge
continued support of its bankers, vendors, clients & investors.
course of business & further could be considered material in
The Directors also wish to place on record their appreciation to all
accordance with the policy of the Company on materiality of
employees for their dedication & team work.
related party transactions.
Hence, there is no information to be provided in Form AOC-2 For and on behalf of
while particulars of Related Party Transactions in terms of Ind
the Board of Directors
AS-24 are forming part of the enclosed financial statements.
The Policy on materiality of related party transactions and
dealing with related party transactions as approved by the Board Pune O P Kakkar
may be accessed on website www.ismt.com July 31, 2020 Chairman

5
Management Discussion and Analysis
Company Performance: The end user segments are largely Bearing, Automotive,
Engineering and Forging Customers apart from some customers
Total Revenue : Rs.1313.99 Crore requiring steel for specialized application. The fortunes of
EBIDTA : Rs.89.03 Crore the speciality and alloy steel products is closely linked to
Cash Profit / (Loss) : Rs.(179.40) Crore automotive and auto component industry.
Profit / (Loss) after Tax : Rs.(240.43) Crore Captive Power Plant
Sales Volume (MT '000) The operations of the Captive Power Plant remained suspended
133 during the year under review on account of non-availability
of energy banking facility from Maharashtra State Electricity
103 Distribution Company Limited (MSEDCL).
78 MARKET

53
2018-19 ISMT is a diversified value added Seamless Tube supplier
2019-20
catering to following major industries:
18
12
a. Oil and gas : As casings & Tubings during oil/
gas exploration.
Domestic Tube Domestic Steel Tube Exports b. Power : In Boilers & Heat Exchangers

Sales of Domestic and Export seamless tubes and pipes dropped by c. Construction : In mining & earth moving
Equipment equipment
24% and 35% respectively in the current year over previous year.
Steel sales were lower by 38% against previous year. d. Automotive & : Applications in two wheeler to four
Slow down in Automobile sector and downturn in domestic General Engi- wheeler as front forks, axel, Steeling
economy resulted into drop in sales. neering columns, Air bag system etc.
Rs. in Crore
e. Bearings : Inner & outer races of Bearings
Particulars 2019-20 2018-19 Change
f. Others : In green field projects for fluid
Net Sales 1280 1795 (29%)
transportation, Construction of
Domestic Stadiums & airports, gas cylinders,
crane booms etc.
-Tube 855 1122 (24%)
-Steel 298 478 (38%) Industry Mix
Tube Exports 127 195 (35%) 45%
40%
40%
35%
INDUSTRY STRUCTURE AND DEVELOPMENTS 30% 27%
25%
23%
Seamless Tubes Industry 25%
20%
Seamless Tube is a capital intensive industry and deploys high 15%
15%15% 13% 13%
9%
end technology. While the industry competes with other types of 10% 6% 7% 7%
pipes and tubes in certain applications, it clearly is a preferred 5%

choice when it comes to better surface finish, machine-ability, 0%


Automobile & General OCTG & Construction Power Trade & Others
strength to weight ratio and longer life. Seamless Tubes find Bearing Engineering Projects

applications in Oil and Gas exploration industry, Power Sector,


Automotive, Construction Equipment, Bearing, Material
handling equipment, Structural Components and host of other 2018-19 2019-20
Mechanical applications. The Seamless Tube consumption
is largely dependent on economic developments and with
expected long term economic growth, the Company is assured Replacement demand and PSU capex during the year led to
of a secular market in future. increase in sales to Power and Project sectors respectively while
dependence on Trade has come down..
Steel Industry
ISMT has integrated Steel Plant which uses the Electric arc OPPORTUNITIES & THREATS
furnace technology to produce Steel. Opportunities
ISMT is predominantly engaged in the manufacturing of Revival of demand post lifting of lock down in the second half of
specialty alloy and bearing Steel. the FY2020-21 & the Government’s thrust on “Atmanirbhar Bharat”
is likely to give opportunities for domestic seamless manufacturers.

6
Management Discussion and Analysis (Contd.)
The realignment in the geopolitics and trade practices post Apart from above, the Company is exposed to changes in foreign
COVID-19 pandemic may also create new opportunities in exchange rates and commodity prices. Any change in laws &
export market. regulations, whether domestically or internationally could affect
Threats the business and financial condition of your Company. The
sudden emergence of Covid-19 pandemic is a great concern for
The imposition of anti-dumping duties from developed countries
the growth in short term.
remains threat. Also a start of great awareness in environment safety
may lead to technological changes. The outbreak of COVID-19 For the long term success, the Company has adequate risk
pandemic and subsequent lockdown has distorted market conditions management system towards identification and evaluation of
and created a scenario of uncertainty in near to midterm. potential risks and the same are evaluated and reviewed regularly
by the management so as to minimize/ eliminate the adverse
SEGMENT/ PRODUCT INFORMATION impact if any.
Your Company is engaged in manufacturing Seamless Tubes INTERNAL CONTROL SYSTEMS
and Engineering Steels. Seamless Tube accounted for 77% of
ISMT’s sales while Steel accounted for the balance 23%. Captive The Company has adequate and effective internal control
systems and processes in place, which are designed to provide
consumption of steel reduced marginally to 52% as compared to
reasonable assurance with regards to recording and providing
that of 53% for previous year.
reliable financial and operational information, safeguarding the
assets, statutory compliance, executing transactions with proper
requisite approvals and ensuring compliance with applicable
laws and regulations. The Audit Committee on a periodic basis
reviews the effectiveness and adequacy of the internal control
systems and processes and suggests improvements if any.
FINANCIAL PERFORMANCE
Some of the key financial parameters are as under:
Finance Cost
The Finance cost for the year was almost same as that for previous
year at Rs. 274 Crore and stood at 21% of Net Revenue. Most of the
finance cost is only a provision towards interest on Term Loans and
Working Capital Loans which are under restructuring with lenders.
The Company’s forex exposure is managed both through a
Automotive sector is a vital segment which accounts for almost natural hedge and by contracting import consignment on high
25% of the seamless tube volume. Similarly the steel volume is sea on INR term factoring therein the premium on exchange rates
directly or indirectly cent percent linked to automotive sector. As under the board approved risk management policy framework.
FY 2019-20 has been the worst year for automotive sector in last The forex risk is reviewed periodically and managed in line with
one decade, this along with general slowdown in the economy the objectives laid in the policy.
has affected the sales volume of both seamless tubes and steel Exports and Imports
products of the Company.
Exports and Imports (Rs. in Crore)
For manufacturing of seamless tubes, your Company uses 328
internal steel from its Steel plant and also purchases few grades
of steel from outside market depending upon price dynamics and
availability. This dynamics in sourcing of steel also affects the 195 199

volume of captive steel consumption. 127


Exports
Imports

OUTLOOK
The spread of COVID-19 leading to lockdown worldwide is
expected to lower the manufacturing activities across the globe. 2018-19 2019-20
As a result the demand of seamless tubes and steel in midterm is
likely to be adversely impacted. At the same time, supply chain Majority of the import represents the import of Shredded and
issues and uncertainty in import of seamless tubes may also Heavy Metal Scrap. The import of scrap depends on price
create opportunity for the demand of seamless tubes and steel in dynamics of various imported scrap and other raw materials.
domestic market. During the year consumption of imported raw material,
RISKS & CONCERNS consumable other items decreased to Rs. 199 Crore from Rs. 328
Your Company regularly evaluates and reviews potential risks on Crore in the previous year. The decrease is in line with decrease
account of various factors such as government policies, natural/ in sales volume and the Company strategy for import of raw
materials.
man-made disasters, and political risks.
7
Annual Report 2019-20

Management Discussion and Analysis (Contd.)


Exports are down primarily due to slowdown in USA and Tariff Your Company is consistently focused on achieving higher
policies of various countries. Export for the last quarter of FY energy efficiency across value chain and is simultaneously
2019-20 got impacted due to spread of COVID-19 in various part committed towards utilizing environment friendly means in the
of the world. process.
Working Capital Particulars 2019-20 2018-19 Change
The Company lost substantial sales in the last quarter due
to sudden lockdown in Maharashtra and across India. Huge Furnace oil Consumption
inventory of finished goods and Work in Progress remained (KLtrs/Ton of Production)
unsold as on 31st March 2020 raising the level of inventory in -Steel Division 35 32 9%
absolute value terms as well as holding period thereby affecting -Tube Division 72 72 0%
the inventory turnover ratio.
Avg. Furnace Oil rate
Though the debtors in absolute terms were lower than the Rs. Per Litre 32.66 36.00 (9%)
previous year on account of lower sales, the debtors turnover
ratio has dropped marginally from 6.09 in FY 2018-19 to 5.37 in There was a drop in average international oil prices resulting in
current financial year. reduction in furnace oil rate per litre.
Creditors turnover increased from 12.48 times in FY2018-19 to There was a 9% increase in furnace oil consumption per Metric
8.17 times, to match the cash flow gaps. Ton of production of steel division over previous year while there
was no change in furnace oil consumption of tube divisions.
Rs. In Crore
KEY FINANCIAL RATIOS
Particulars 2019-20 2018-19 Some of the key financial ratios for current year as compared to
Inventory 379 341 previous year are as under:
Stock Turnover(times) 3.38 5.27 Particulars 2019-20 2018-19 Change

Debtors 238 295 Debtors Turnover 5.37 6.09 (11.82%)


Debtors Turnover(times) 5.37 6.09 Inventory Turnover 3.38 5.27 (35.86%)
Interest Coverage Ratio 0.09 0.17 (47.06%)
Creditors 106 100 Current Ratio 0.22 0.25 (12%)
Creditors Turnover(times) 8.17 12.48 Debt Equity Ratio -ve -ve NA
Operating Profit Margin 7.0% 6.7% 4.5%
Net Profit Margin -ve -ve NA
The Company is presently relying on its internal cash flows for
Return on Net Worth -ve -ve NA
meeting all its working capital requirement.
Energy Cost The outbreak of COVID-19 pandemic towards end of the year led
to higher inventory and receivable as on Balance Sheet date which
Energy Cost accounted for 18% of the Company’s net revenues
resulted into lower turnover ratio against previous year. Same
at Rs. 234 Crore. In the current financial year, operations of the
finance cost as that of previous year with lower Earnings before
Captive Power Plant remained suspended.
Interest and Taxes (EBIT) than previous year has had an adverse
Particulars 2019-20 2018-19 Change impact on interest coverage ratio. Increase in current liabilities on
account of interest provisioning led to lower current ratio.
Power consumption HUMAN RESOURCES DEVELOPMENT AND
(KWH/Ton of Production) INDUSTRIAL RELATIONS
-Steel Division 869 884 (3%) The Industrial relations continued to remain peaceful throughout
-Tube Division 624 558 12% the year. The personnel expenses increased marginally by
2% during the year over previous year on account of yearly
Avg. Electricity Rate per Unit
increments. The Company continues to believe that the culture
From MSEDCL (Rs./KWH) 9.04 8.44 7%
of sharing knowledge within the employees and involving them
While power consumption per unit of steel division decreased to be part of the solution, enables the Company curtail costs
by 3%, same for tube division increased by 12% as compared and excel. In the current economic scenario, the focus was on
to previous year. Better planning & block closure of steel unit aligning HR to support cost control and conserve cash, while
helped reduce per unit power consumption. In case of tube plants, ensuring organizational confidence and employee motivation,
lower capacity utilization resulted in higher power consumption to enable the Company sail through the current challenges and
per unit. prepare itself for the future opportunities.

8
Annual Report 2019-20

Management Discussion and Analysis (Contd.)


EMPLOYEE RELATED INFORMATION CAUTIONARY STATEMENT
As on March 31, 2020 The statements in the Management Discussion and Analysis
describing the Company’s objectives, projections, estimates
Particulars Total
and expectations or predictions may be forward looking
Managers 249 statements within the meaning of applicable securities laws
Officers & Staff 628 and regulations. Actual results could differ materially from
Workmen 1106 those expressed or implied. Important factors that could
Total 1983 make a difference to Company’s operations include economic
conditions affecting demand/supply and price conditions, in
domestic and overseas markets in which the Company operates,
changes in the government regulations, tax laws and other
statutes and other incidental factors.

9
CORPORATE GOVERNANCE REPORT
COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate Governance is a set of principles, systems and processes to be followed by the Directors, Management and employees of
the Company for enhancement of shareholder value keeping in view interest of stakeholders at large viz. Shareholders, Customers,
Employees, Society, Suppliers, Lenders etc. The Company continues to adopt and practice the principles of good Corporate Governance
while ensuring high level of integrity, accountability and transparency at all levels in the organization. The Company believes that good
governance is the foundation for any successful organization and continuously endeavors to improve the standards of governance.
BOARD OF DIRECTORS
The Board of Directors of the Company has an optimum combination of executive and non-executive directors and comprises of 7
Directors including 3 Independent Directors and 2 Executive Directors.
The composition of the Board of Directors, their attendance at the Board Meetings held during the year 2019-20 and at the last Annual
General Meeting and other details are as follows:
No. of
Financial Year Director-
Committee positions in
2019-20 ships in
other public companies**
Attendance at other public
Name of the Director Category companies@
Board Last
Member Chairman
Meetings AGM
Mr. B.R. Taneja Promoter-ED 4 Yes - - -
Mr. Rajiv Goel ED 5 Yes - - -
Mr. O.P. Kakkar NED 5 Yes - - -
Mr. R. Poornalingam Independent-NED 5 Yes 1* 2 2
Ms. Deepa Mathur NED 4 No - - -
Mr. Shyam Powar Independent-NED 1 No 1^ 2 1
Mr. Kankraj Madhavan Independent-NED 4 Yes - - -
NED: Non-Executive Director; ED: Executive Director
@ Does not include directorships in Private Limited Companies, Foreign Companies and companies under Section 8 of the Companies
Act, 2013.
* Mr. R Poornalingam is an Independent Director in other listed entity viz. Loyal Textile Mills Ltd.
^ Mr. Shyam Powar is an Independent Director in other listed entity viz. TAAL Enterprises Ltd.
** Includes only Audit Committees and Stakeholders’ Relationship Committees.

During the financial year 2019-20, Five Board Meetings were Appointment/ Re-appointment of Directors
held as under: In terms of the Articles of Association of the Company and
Sr. Sr. relevant provisions of the Companies Act, 2013 (Act), Mr. B
Date of Meeting Date of Meeting R Taneja, Director of the Company, retires by rotation at the
No. No.
ensuing Annual General Meeting (AGM) and being eligible,
1 June 14, 2019 4 November 04, 2019 offers himself for re-appointment.
Brief resume of Directors proposed to be appointed/ re-appointed
2 August 08, 2019 5 February 06, 2020 will be given in the Notice convening the AGM.
3 September 28, 2019 AUDIT COMMITTEE
Audit Committee of the Board is mainly entrusted with the
As on March 31, 2020, the composition of the Board was in responsibility to supervise the Company’s financial reporting
conformity with Regulation 17 of the SEBI (Listing Obligations and process. The composition, powers, role, scope and terms of
Disclosure Requirements) Regulations, 2015 (Listing Regulations). reference of the Audit Committee are in conformity with the
The Board has complete access to all the relevant information stipulations in Regulation 18 of the Listing Regulations and
available within the Company. Section 177 of the Act.

10
CORPORATE GOVERNANCE REPORT (cont.)
The Audit Committee, inter alia, performs the functions of During year under review, two meetings of NRC were held as
reviewing annual/ quarterly financials, approval of related party under:
transactions, recommending appointment of Auditors and their
remuneration, Review of the Management Discussions and Sr. No. Date of Meeting
Analysis, Internal Audit Reports. 1 August 08, 2019
The composition of Audit Committee and attendance of each 2 February 06, 2020
member is as under: The Company does not have any Employee Stock Option
Scheme.
Chairman/ Number of
Name of Director b. Remuneration Policy:
Member Meetings Attended
Mr. R. Poornalingam Chairman 6  Based on recommendations of NRC, the remuneration
of the Whole-time Directors is decided by the Board of
Ms. Deepa Mathur Member 5 Directors which, inter-alia, is based on the criteria such
Mr. Shyam Powar Member 1 as industry benchmarks, financial performance of the
Company, performance of the Whole-time Directors etc.
Mr. Kanakraj Madhavan Member 5
 The Company pays remuneration by way of salary,
During the year under review, six meetings of Audit Committee perquisites and allowances to Executive Directors. No
were held as under: remuneration was paid by way of commission to any Non-
Sr. No. Date of Meeting Executive Director.
 Based on recommendations of the NRC, the Board of
1 June 14, 2019 Directors decides the payment of remuneration to the Non-
2 July 03, 2019 Executive Directors.
 The Company paid sitting fees of Rs. 60,000/- each for
3 August 08, 2019 attending Board and Audit Committee Meetings and Rs.
4 September 28, 2019 40,000/- each for all other committee meetings to the Non-
Executive Directors subject to terms of remuneration, if
5 November 04, 2019 any, paid.
6 February 06, 2020  Performance evaluation of the Independent Directors
shall be done by the Board of Directors on such criteria as
Mr. R Poornalingam, Chairman of the Audit Committee was deemed appropriate by the NRC.
present at the last Annual General Meeting held on September
 The Company has framed a Remuneration Policy
28, 2019.
for Directors, KMPs and Senior Management upon
MANAGERIAL REMUNERATION recommendation of NRC as approved by the Board.
a. Nomination & Remuneration Committee c. Remuneration to Directors:
The Company has a Nomination and Remuneration Committee A Statement on remuneration paid/ payable to Whole-time
of Directors (“NRC”). Directors viz. Mr. B.R. Taneja and Mr. Rajiv Goel (subject
The terms of reference of NRC are in conformity with Regulation to Lenders approval) and sitting fees paid to Non-Executive
19 of Listing Regulations & Section 178 of the Act. NRC, inter Directors, during FY 2019-20 is given below:
alia, performs functions of recommending to Board appointment Name of Salary and Commission Sitting Fees
of directors and senior management, create evaluation framework the Director Perquisites (Rs.) (Rs.) (Rs.)
for independent directors and the Board, recommend to the Board Mr. B.R. Taneja 2,04,00,000 - -
remuneration payable to directors and senior management. Mr. Rajiv Goel 1,60,50,000 - -
The composition of NRC and attendance of members is as under: Mr. O.P. Kakkar - - 3,00,000
Mr. Shyam Powar - - 1,20,000
Chairman/ Number of
Name of Director Ms. Deepa Mathur - - 11,00,000
Member Meetings Attended
Mr. R Poornalingam - - 10,60,000
Mr. Shyam Powar Chairman 0 Mr. Kanakraj M - - 9,00,000
Mr. R. Poornalingam Member 2 TOTAL 3,64,50,000 - 34,80,000

Ms. Deepa Mathur Member 2


Mr. Kanakraj Madhavan Member 2

11
Annual Report 2019-20

CORPORATE GOVERNANCE REPORT (cont.)


Details of shares of the Company held by Non-Executive INDEPENDENT DIRECTORS MEETING
Directors as on March 31, 2020: Independent Directors meeting held on March 21, 2019 and all
Name of the Director Number of equity shares Independent Directors were present.
Mr. O.P. Kakkar 75,000 COMPLIANCE OFFICER
Ms. Deepa Mathur 1,204 Mr. Chetan Nathani, Company Secretary is the Compliance
Mr. Shyam Powar 47,865 Officer of the Company for ensuring compliance with the
requirements of the Listing Regulations, the SEBI Insider
Mr. R. Poornalingam Nil Trading Regulations and such other SEBI Regulations.
Mr. Kanakraj Madhavan 2,254 During the year under review, all the complaints/ grievances
STAKEHOLDERS’ RELATIONSHIP COMMITTEE received from shareholders including via SEBI SCORES, ROC
and Stock Exchanges, have been attended to and resolved. No
The Company has a Stakeholders’ Relationship Committee of
valid transfer/ transmission of shares were pending as on March
Directors (“SRC”) to look into the redressal of shareholder and
31, 2020.
investors’ complaints like Transfer or Credit of Shares, non-
receipt of Annual Reports/ Dividends etc. Details of investor complaints received and redressed during
Financial Year 2019-20 are as follows:
Composition, Meetings and Attendance during the year:
The composition of SRC and attendance of each member is as Number of complaints pending at the beginning of the
1
under: year

Chairman/ Number of Number of complaints received during the year 8


Name of the Director
Member Meetings Attended
Number of complaints disposed of during the year 9
Mr. Kanakraj Madhavan Chairman 3
Number of complaints remaining unresolved at the
0
Ms. Deepa Mathur Member 4 end of the year

Mr. Shyam Powar Member 0 CODE OF CONDUCT


The Board has laid down a Code of Conduct for all Board
Mr. R. Poornalingam Member 4 Members and Senior Management Personnel of the Company.
During the year under review, four meetings of SRC were held The Code of Conduct is available on website of the Company
as under: www.ismt.com.
CEO/ CFO CERTIFICATION
Sr. No. Date of Meeting
MD and CFO Certificate under Regulation 17(8) of Listing
1 June 14, 2019 Regulations is enclosed herewith.
GENERAL BODY MEETINGS
2 August 08, 2019
Location and time of General Meetings held in last three years:
3 November 04, 2019
Year Type Date Venue Time Number
of Special
4 February 06, 2020 Resolutions
passed
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
2018-19 AGM 28.09.2019 Hotel Blue Diamond,
The Company has a Corporate Social Responsibility Committee Pune – IHCL 10.30 2
as per Section 135 of the Act. SeleQtions, 11, A.M
Koregaon Park, Pune
Composition and Meetings: – 411 001
The composition of the CSR Committee is as under: 2017-18 AGM 28.12.2018 Hotel Hyatt Pune
88 Nagar Road, 10.30 4
Name of the Director Chairman/ Member Kalyani Nagar, A.M
Pune - 411 006
Mr. O.P. Kakkar Chairman
2016-17 AGM 28.09.2017 --do-- 10.30 None
Mr. Shyam Powar Member A.M.
All special resolutions moved at the AGM for year 2017-18 &
Mr. Kanakraj M Member 2018-19, were passed with requisite majority by way of e-voting
No CSR Committee meeting held during the year. and poll.

12
Annual Report 2019-20

CORPORATE GOVERNANCE REPORT (cont.)


OTHER DISCLOSURES Sr. No. Skills/ Expertise/ Name of Directors possessing
 There were no cases of materially significant related party Competencies the Skills/ Expertise/
transactions having potential conflict with the interests of Competencies
the Company at large. iii. Finance and Accounts Mr. Rajiv Goel, Mr. R
Poornalingam, Ms. Deepa
 There were no instances of material non-compliances and
Mathur
no strictures or penalties imposed on the Company either by
SEBI, Stock Exchanges or any statutory authorities on any iv. Legal Mr. Rajiv Goel, Mr. R
Poornalingam,
matter related to capital markets during the last three years.
v. Corporate Restructuring Mr. Rajiv Goel, Mr. Shyam
 None of the Directors have any relation inter-se.
Powar, Ms. Deepa Mathur
 The quarterly internal audit reports are placed before the
vi. Administration Mr. B R Taneja, Mr. O P
Audit Committee. Kakkar, Mr. Rajiv Goel,
 The Company has established Vigil Mechanism and Whistle Mr. Shyam Powar, Mr. R
Blower Policy. It is hereby affirmed that no personnel has Poornalingam, Ms. Deepa
been denied access to the Audit Committee. Mathur, Mr. Kanakraj M

 Familiarization Programmes for Independent Directors and vii. Marketing Mr. Kanakraj M
various policies including Policy on determination of material MEANS OF COMMUNICATION
subsidiaries and dealing with related party transactions are
The quarterly results are normally published in one English
placed on the Company’s website www.ismt.com
daily newspaper and one vernacular (Marathi) daily newspaper.
 In the opinion of the Board of Directors of the Company, the The quarterly results and other details are also displayed on the
independent directors fulfill the conditions specified in the Company’s website www.ismt.com.
Listing Regulations and are independent of the Management.
DESIGNATED EXCLUSIVE EMAIL ID OF THE
 There were no complaints filed in FY2019-20 under the COMPANY
Sexual Harassment of Women at Workplace (Prevention,
The Company has the following E-mail Id exclusively for
Prohibition and Redressal) Act, 2013.
investor servicing: [email protected]
 The Company has duly complied with the requirements
GENERAL SHAREHOLDER INFORMATION
specified in Regulations 17 to 27 and clauses (b) to (i) of
Regulation 46(2) of the Listing Regulations. Last AGM Date and Time September 28, 2019 at 10.30 a.m.
 A certificate from Practicing Company Secretary is enclosed Venue Hotel Blue Diamond, Pune –
confirming that none of the directors of the Company IHCL SeleQtions, 11, Koregaon
on Board have been debarred/ disqualified from being Park, Pune – 411 001
appointed/ continuing as directors by SEBI/ Ministry of Financial Year April 01, 2019 to March 31, 2020
Corporate Affairs or any such authority. Dividend Payment date Not Applicable
 Total fees for all services paid by the Company and its Listed on Stock Exchange 1) BSE Ltd
subsidiaries, on a consolidated basis, to the statutory auditors PJ Towers,
and all entities in the network firm/ network entity of which Dalal Street, Fort, Mumbai - 400
the statutory auditor is a part for FY2019-20 is Rs. 46 Lakhs. 001
 Following is the list of core skills/ expertise/ competencies 2) National Stock Exchange of
India Ltd.
identified by the Board of Directors of the Company as
Exchange Plaza, Plot No. C/1, G
required in the context of its business and sectors for it to Block,
function effectively and those actually available with the
BKC, Bandra (E),
Board:
Mumbai - 400 051
Sr. No. Skills/ Expertise/ Name of Directors possessing Security Code (BSE) 532479
Competencies the Skills/ Expertise/
Competencies Security Code (NSE) ISMTLTD
i. Business Management Mr. B R Taneja, Mr. O P ISIN Number allotted to INE732F01019
Kakkar, Mr. Shyam Powar, Mr. equity shares
Kanakraj M Registered Office Lunkad Towers, Viman Nagar,
ii. Operations, Planning & Mr. B R Taneja, Mr. O P Pune - 411 014
Strategy Kakkar, Mr. R Poornalingam, The Company has paid annual listing fees for the Financial Year
Ms. Deepa Mathur, Mr. 2020-‘21 to both the Stock Exchanges where the shares of the
Kanakraj M
Company are listed.

13
CORPORATE GOVERNANCE REPORT (cont.)
STOCK MARKET DATA AND SHARE PRICE Pursuant to Regulation 40(9) of the Listing Regulations,
PERFORMANCE certificate on half yearly basis have been filed with the Stock
(Rs.) Exchanges for due compliance of share transfer formalities by
the Company.
Market price In terms of guidelines issued by SEBI, the Reconciliation of
Month BSE 500 INDEX
BSE NSE Share Capital Audit Report for all the quarters have been filed
with the Stock Exchanges, which inter-alia gives details about the
High Low High Low High Low reconciliation of Share Capital (both physical and demat).
April 2019 8.80 7.51 8.85 7.45 15570.55 15170.57 DISTRIBUTION OF SHAREHOLDING OF THE COMPANY
May 2019 8.09 6.40 8.20 6.50 15657.45 14424.10 AS ON MARCH 31, 2020

June 2019 7.10 5.61 7.40 5.65 15742.11 15008.73 Shareholding of No. of % to total No. of % to
Nominal Value Shareholders no. of Shares held Total
July 2019 6.20 4.35 6.20 4.25 15527.12 14144.39 of Rs shareholders

August 2019 4.99 3.64 5.00 3.65 14424.42 13678.41 Upto 5000 70407 94.42 12706137 8.67

September 2019 5.55 3.92 5.50 3.85 15151.94 13860.19 5001 10000 1748 2.34 2696002 1.84

October 2019 4.59 3.53 4.50 3.50 15456.77 14291.12 10001 20000 1049 1.41 3046856 2.08
20001 30000 507 0.68 2543463 1.74
November 2019 4.59 3.82 4.75 3.75 15676.36 15228.68
30001 40000 179 0.24 1251523 0.85
December 2019 4.93 4.00 5.00 3.90 15786.44 15193.17
40001 50000 152 0.20 1429642 0.98
January 2020 5.20 3.75 5.35 4.20 16158.41 15399.68
50001 100000 279 0.37 4007234 2.74
February 2020 4.43 3.31 4.55 3.20 15977.95 14597.05
100001 And 243 0.34 118820526 81.10
March 2020 3.80 2.00 3.90 1.85 14947.11 9758.33 above

Source: BSE and NSE websites. Total 74564 100.00 146501383 100.00

REGISTRAR AND SHARE TRANSFER AGENT SHAREHOLDING PATTERN


The Shareholders may contact the RTA at the following address: Sr. Category As on March 31, 2020
KFin Technologies Pvt. Ltd. No. No. of % of total
(Formerly known as “Karvy Fintech Pvt. Ltd.”) shares no. of
Selenium Building, Tower-B, Plot 31&32, Financial District, shares
Nanakramguda, Serilingampally, Hyderabad - 500 032 1 Promoters 75760903 51.71
Tel: +91 40 67162222 FAX: +91 40 23001153
2 Mutual Funds/ Banks/ 2037046 1.39
Email: [email protected] Web: www.kfintech.com Financial Institutions
As regards to the shareholding in electronic form shareholders are
requested to write to their respective Depository Participant and 3 Bodies Corporate 10587012 7.23
provide Bank Mandate details, N-ECS particulars, email Id etc. so 4 Public 35356547 24.13
as to facilitate expeditious payment of Corporate Action, if any.
5 NRIs 10058410 6.87
SHARE TRANSFER SYSTEM
The Company’s shares are traded compulsorily in Demat 6 Others 12701465 8.67
segment on the Stock Exchanges. Shares received for transfer
Total 146501383 100%
in physical mode are processed and valid transfers are approved
within prescribed time limit.

14
Annual Report 2019-20

CORPORATE GOVERNANCE REPORT (cont.)


DEMATERIALISATION OF SHARES AND LIQUIDITY UNCLAIMED DIVIDEND ON EQUITY SHARES:
91.49 % of total Equity Capital is held in demat form with NSDL To facilitate investors who have not claimed dividend amount
and CDSL as on March 31, 2020 for earlier years on Equity Shares from the Company, details
OUTSTANDING GDRS/ ADRS/ WARRANTS OR ANY of unclaimed amount is displayed on the Ministry of Corporate
CONVERTIBLE INSTRUMENTS, CONVERSION DATE Affairs website: www.iepf.gov.in
AND LIKELY IMPACT ON EQUITY Investors are requested to browse the said website to find out the
The Company has no outstanding GDRs and the Company has outstanding amount, if any, and claim the same from the Investor
not issued any ADRs / Warrants or any convertible instruments Education and Protection Fund as per the provisions of the Act.
during the period under review. PLANT LOCATIONS
CORPORATE FILING AND DISSEMINATION SYSTEM The Company has manufacturing facilities in Maharashtra at:
The financial and other information filed by the Company with 1. MIDC Industrial Area, Ahmednagar - 414111
BSE (through BSE Listing Centre) and NSE (through NEAPS), 2. MIDC Industrial Area, Baramati - 413133
from time to time is available on the website of BSE Limited at
3. Jejuri Morgaon Road, Jejuri – 412303
www.bseindia.com and website of NSE at www.nseindia.com.
4. Village Kurla, Warora, Chandrapur - 422910
ADDRESS FOR CORRESPONDENCE
ISMT Limited, Lunkad Towers, Viman Nagar, Pune - 411 014,
Maharashtra

15
CORPORATE GOVERNANCE REPORT (cont.)
DECLARATION REGARDING COMPLIANCE BY As per Regulation 26 of the Listing Regulations, this is to confirm
BOARD MEMBERS AND SENIOR MANAGEMENT that the Company has received from Senior Management Team
PERSONNEL WITH THE COMPANY’S CODE OF of the Company and all Members of the Board, declarations of
CONDUCT compliance with Code of Conduct for the financial year 2020-‘21.
As required by Regulation 17(5)(a) of SEBI (Listing Obligations For the purpose of this declaration, Senior Management Team
and Disclosure Requirements) Regulations, 2015 (Listing comprises of employees in the Vice President and above Cadre
Regulations), this is to confirm that the Company has adopted a as on March 31, 2020
Code of Conduct for all Board Members and Senior Management For ISMT Limited
of the Company. The Code is available on Company’s website.
Pune B. R. Taneja
July 31, 2020 Managing Director

CEO/ CFO CERTIFICATION TO THE BOARD (3) We accept the responsibility for establishing and
(Under Regulation 17(8) of SEBI (LODR) Regulations, 2015) maintaining internal controls for financial reporting and
that we have evaluated the effectiveness of the internal
To,
control systems of the Company pertaining to the financial
The Board of Directors reporting and we have disclosed to the auditors and the
ISMT Limited Audit Committee, deficiencies in the design or operation
We, B.R. Taneja, Managing Director and Rajiv Goel, Chief of such internal controls, if any, of which we are aware and
Financial Officer of ISMT Limited, to the best of our knowledge the steps we have taken or propose to take to rectify these
and belief, certify that: deficiencies.
(1) We have reviewed the financial statements and the cash (4) We have indicated to the Auditors and the Audit
flow statement for the year ended March 31, 2020 and that Committee:
to the best of our knowledge and belief: (i) There are no significant changes in internal control
(i) these statements do not contain any materially untrue over financial reporting during the financial year
statement or omit any material fact or contain statements ended March 31, 2020;
that might be misleading; (ii) All significant changes in accounting policies during
(ii) these statements together present a true and fair view the financial year ended March 31, 2020 and that the
of the Company’s affairs and are in compliance with same have been disclosed in the notes to the financial
existing accounting standards, applicable laws and statements; and
regulations. (iii) There are no instances of significant fraud of which
(2) There are, to best of our knowledge and belief, no we have become aware and the involvement therein,
transactions entered into by the Company during the year if any, of the management or an employee having a
which are fraudulent, illegal or violative of the Company’s significant role in the Company’s internal control
Code of Conduct. system over financial reporting.

B.R. Taneja Rajiv Goel


Managing Director Chief Financial Officer
Pune, July 31, 2020

16
CERTIFICATE OF NON-DISQUALIFICATION OF
Sr. Name of Director DIN Date of
DIRECTORS No. appointment in
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) the Company
(i) of the SEBI (Listing Obligations and Disclosure Requirements)
1 Mr. Baldevraj Topanram Taneja 00328615 29/11/2005
Regulations, 2015)
To, 2 Mr. Rajiv Goel 00328723 29/11/2005
The Members, 3 Mr. Omprakash Kakkar 00329426 08/11/2012
ISMT Limited
4 Mr. Shyam Powar 01679598 13/11/2015
Lunkad Towers, Viman Nagar,
5 Ms. Deepa Mathur 00449912 10/08/2015
Pune – 411 014
We, have examined the relevant registers, records, forms, 6 Mr. Ramasubramaniam 00955742 28/12/2018
returns and disclosures of ISMT Limited having CIN Poornalingam
L27109PN1999PLC016417 and having registered office at 7 Mr. Kanakraj Madhavan 08373391 01/03/2019
Lunkad Towers, Viman Nagar, Pune – 411 014 (hereinafter
referred to as ‘the Company’), produced before us by the Company Ensuring the eligibility of for the appointment/ continuity of every
for the purpose of issuing this Certificate, in accordance with Director on the Board is the responsibility of the management of
Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) the Company. Our responsibility is to express an opinion on these
of the SEBI (Listing Obligations and Disclosure Requirements) based on our verification. This certificate is neither an assurance
Regulations, 2015. as to the future viability of the Company nor of the efficiency
In our opinion and to the best of our information and according or effectiveness with which the management has conducted the
to the verifications (including Directors Identification Number affairs of the Company.
(DIN) status at the portal - www.mca.gov.in) as considered For VGP & Associates
necessary and explanations furnished to us by the Company Company Secretaries
and its Officers, we hereby certify that none of the Directors of
the Company as stated below for the Financial Year ended on
31st March, 2020 have been debarred or disqualified from being Vijayendra G. Padaki
appointed or continuing as Directors of Companies by SEBI, Practicing Company Secretary
Ministry of Corporate Affairs or any such other Authority. M. No.: A-40375 CP No.: 17832
UDIN: A040375B000342655
Place: Virar
Date: 15th June, 2020

17
Annual Report 2019-20

Independent Auditors’ Report on compliance with the conditions of Corporate Governance as per provisions of
Chapter IV of SEBI (LODR) Regulations, 2015
To The procedures include, but not limited to, verification
The Members of ISMT Limited of secretarial records and financial information of the
Company and obtained necessary representations and
1. The accompanying Corporate Governance Report prepared
declarations from directors including independent directors
by ISMT Limited (“the Company”), contains details
of the Company.
as stipulated in Regulations 17 to 27 and clauses (b) to
(i) of regulation 46(2) and para C, D and E of Schedule 8. The procedures also include examining evidence supporting
V of Securities and Exchange Board of India (Listing the particulars in the Corporate Governance Report on a
Obligations and Disclosure Requirements) Regulations, test basis. Further, our scope of work under this report did
2015, as amended (“the Listing Regulations”) (‘applicable not involve us performing audit tests for the purposes of
criteria’) with respect to Corporate Governance for the expressing an opinion on the fairness or accuracy of any of
year ended March 31, 2020. This Report is required by the the financial information or the financial statements of the
Company for annual submission to the Stock exchange and Company taken as a whole.
annexing the same with report of the Board of Directors to Opinion
the shareholders. 9. Based on the procedures performed by us as referred in
Managements’ Responsibility paragraph 7 and 8 above and according to the information
2. The preparation of the Corporate Governance Report is and explanations given to us, we are of the opinion that the
the responsibility of the Management of the Company Company has complied with the conditions of Corporate
including the preparation and maintenance of all relevant Governance as stipulated in Regulation 17 to 27 and clauses
supporting records and documents. This responsibility also (b) to (i) of Regulation 46(2) and para C and D of Schedule
includes the design, implementation and maintenance of V to the Listing Regulations for the year ended March 31,
internal control relevant to the preparation and presentation 2020.
of the Corporate Governance Report. Other matters and Restriction on Use
3. The Management along with the Board of Directors are also 10. This Report is neither an assurance as to the future viability
responsible for ensuring that the Company complies with of the Company nor the efficiency or effectiveness with
the conditions of Corporate Governance as stipulated in the which the management has conducted the affairs of the
Listing Regulations, issued by the Securities and Exchange Company.
Board of India. 11. This Report is addressed to and provided to the Company
Auditor’s Responsibility solely for the purpose of enabling it to comply with its
4. Pursuant to the requirements of the Listing Regulations, obligations under the Listing Regulations with reference to
our responsibility is to express a reasonable assurance in Corporate Governance Report accompanied with by a report
the form of an opinion whether the Company has complied thereon from the Statutory Auditors and should not be used by
with the specified requirement of the Listing Regulations any other person or for any other purpose. Accordingly, we do
referred to in paragraph 1 above. not accept or assume any liability or any duty of care or for any
other purpose or to any other party to whom it is shown or into
5. We conducted our examination of the Corporate Governance
whose hands it may come without our prior consent in writing.
Report in accordance with the Guidance Note on Reports or
We have no responsibility to update this Report for events and
Certificates for Special Purposes and the Guidance Note on
circumstances occurring after the date of this Report.
Certification of Corporate Governance, both issued by the
Institute of Chartered Accountants of India (“ICAI”). The
Guidance Note on Reports or Reports for Special Purposes For D N V & Co
requires that we comply with the ethical requirements of the Chartered Accountants
Code of Ethics issued by ICAI.
Firm Registration No 102079W
6. We have complied with the relevant applicable requirements
of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical CA Bharat Jain
Financial Information, and Other Assurance and Related Partner
Services Engagements. Membership No: 100583
7. The procedures selected depend on the auditors’ judgement, UDIN: 20100583AAAADF7578
including the assessment of the risks associated in
Place: Mumbai
compliance of the Corporate Governance Report with the
applicable criteria. Date: July 31, 2020

18
Annexure ‘A’ to the Directors’ Report
Extract Of Annual Return As on the Financial Year Ended on March 31, 2020
[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 L27109PN1999PLC016417
(ii) Registration Date 01/09/1999
(iii) Name of the Company ISMT LIMITED
(iv) Category / Sub-Category of the Company Public Company Limited by Shares
(v) Address of the Registered office and contact details Lunkad Towers, Viman Nagar, Pune -411014
Tel : 020-41434100
(vi) Whether listed company Yes
(vii) Name, Address and Contact details of Registrar KFin Technologies Pvt. Ltd. (Formerly known as “Karvy Fintech Pvt. Ltd.”)
and Transfer Agent Selenium Building, Tower B, Plot 31-32,
Financial District, Nanakramguda, Serilingampally, Hyderabad - 500 032
Tel: +91 40 67162222 FAX: +91 40 23001153
Email: [email protected] Web: www.kfintech.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY


All the business activities contributing 10% or more of the total turnover of the company :

Sl. Name and Description of main products/ NIC Code of the Product/ service % to total turnover of the company
No. services
1 Seamless Tube & Hollow 24311 63.25%
2 Steel 24109 36.75%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -


S. Name of the Address of the Company CIN/GLN Holding/ % of
No. Company Subsidiary/ Shares
Associate Held *
1 ISMT Enterprises SA 6, Place De Nancy, L -2212, Luxembourg NA Subsidiary 99.62

2 Tridem Port & Power MMPDA Towers, 2nd Floor, 184, U10101TN2007PTC070594 Subsidiary 100
Company P Ltd Royapettah High Road, Chennai - 600 014
3 Indian Seamless Inc. Suite, 1700, One Riverway, Houston, NA Subsidiary 100
TX 77056, USA
4 Structo Hydraulics AB Box 1003, SE - 68829 Storfors, Sweden NA Subsidiary 99.98
5 ISMT Europe AB Box 1, 68821 Storfors, Sweden NA Subsidiary 99.98
6 Nagapattinam Energy MMPDA Towers, 2nd Floor, 184, U40100TN2008PTC069515 Subsidiary 100
P Ltd Royapettah High Road, Chennai 600014
7 PT ISMT Resources Wisma Metropolitan II, 6th Floor, J1 Jenderal NA Subsidiary 100
Sudirman Kav, Jakarta 12920
8 Best Exim P Ltd Lunkad Towers, Viman Nagar, Off Pune U51399PN2004PTC019783 Subsidiary 100
Nagar Road, Pune - 411014
9 Success Power and Lunkad Towers, Viman Nagar, Pune-411014 U40108PN1996PTC099133 Subsidiary 100
Infraprojects P Ltd
10 Marshal Microware Lunkad Towers, Viman Nagar, Pune Nagar U45203PN2007PTC129795 Subsidiary 100
Infrastructure Road, Pune-411014
Development
Company P Ltd
* Representing Aggregate % of shares held by the Company and/ or its subsidiaries.

19
Annual Report 2019-20

Extract Of Annual Return As on the Financial Year Ended on March 31, 2020 (Cont.)
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(i) Category-wise Shareholding
No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
Category of Shareholders
during
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares the year

A. Promoters
(1) Indian
a) Individual/ HUF 4877960 0 4877960 3.33 4974461 0 4974461 3.40 0.07
b) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00
c) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00
d) Bodies Corp. 70621622 23527 70645149 48.22 70762915 23527 70786442 48.32 0.10
e) Banks / FI
f) Any other 0 0 0 0.00 0 0 0 0.00
Sub-total (A)(1) :- 75499582 23527 75523109 51.55 75737376 23527 75760903 51.72 0.17
(2) Foreign
a) NRI-Individuals 0 0 0 0.00 0 0 0 0.00 0.00
b) Other-Individuals 0 0 0 0.00 0 0 0 0.00 0.00
c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
d) Banks/ FI 0 0 0 0.00 0 0 0 0.00 0.00
e) Any other 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (A)(2) :- 0 0 0 0.00 0 0 0 0.00 0.00
Total shareholding of Promoter
75499582 23527 75523109 51.55 75737376 23527 75760903 51.72 0.17
(A)=(A)(1)+(A)(2)
B. Public Shareholding
1. Institutions
a) Mutual Funds 8589 38981 47570 0.03 8589 38950 47539 0.03 0.00
b) Banks / FI 1984529 6308 1990837 1.36 1985099 4408 1989507 1.36 0.00
c) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00
d) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00
e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
g) FIIs 295 1200 1495 0.00 295 1200 1495 0.00 0.00
h) Foreign Venture Capital
0 0 0 0.00 0 0 0 0.00 0.00
Funds
i) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (B)(1):- 1993413 46489 2039902 1.39 1993983 44558 2038541 1.39 0.00
2. Non-Institutions
a) Bodies Corp. 10987458 126302 11113760 7.59 10469453 117559 10587012 7.23 -0.36
b) Individuals
i) Individual shareholders
holding nominal share capital 20653854 6343945 26997799 18.43 20180505 5188513 25369018 17.32 -1.11
upto Rs. 2 lakh/-
ii) Individual shareholders holding
nominal share capital in excess of 9215920 50900 9266820 6.33 9937629 49900 9987529 6.82 0.49
Rs 2 lakh/-

c) Others (specify)
i)Trusts 5000 5212951 5217951 3.56 0 5212551 5212551 3.56 0.00
ii) Non-Residents 8198632 2037763 10236395 6.99 8229653 1828757 10058410 6.86 -0.13
iii) HUF 1628843 0 1628843 1.11 1550179 0 1550179 1.06 -0.05
iv) IEPF 4476804 0 4476804 3.06 5937240 0 5937240 4.05 0.99
Sub-total (B)(2):- 55166511 13771861 68938372 47.07 56304659 12397280 6 8701939 46.90 -0.17

Total Public Shareholding


57159924 13818350 70978274 48.46 58298642 12441838 70740480 48.29 -0.17
(B)=(B)(1)+ (B)(2)
C. Shares held by Custodian for
0 0 0 0.00 0 0 0 0.00 0.00
GDRs & ADRs
Grand Total (A+B+C) 132659506 13841877 146501383 100.00 134036018 12465365 146501383 100.00 0.00

20
Extract Of Annual Return As on the Financial Year Ended on March 31, 2020 (Cont.)
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

(ii) Shareholding of Promoters

Shareholding at beginning of the year Share holding at end of the year


% change in
% of Shares % of total % of Shares share holding
Sl. No. Shareholder’s Name % of total
No. of Pledged / Shares Pledged / during the
Shares of the No. of Shares
Shares encumbered to of the encumbered to year
Company
total shares Company total shares
1 Indian Seamless Enterprises Ltd 68918858 47.04 91.23 69020151 47.11 90.94 0.08
2 Vishkul Enterprises P. Ltd. 0 0.00 0.00 0 0.00 0.00 0.00
(Formerly known as Vishkul
Leather Garments P. Ltd.)
3 Misrilall Mines P Ltd 601197 0.41 0.00 601197 0.41 0.00 0.00
4 Tulika Estate & Holding P Ltd 543023 0.37 0.00 543023 0.37 0.00 0.00
5 Satya Leasing Company Ltd 304027 0.21 0.00 304027 0.21 0.00 0.00
6 Prismo (India) Ltd 210872 0.14 0.00 120872 0.08 0.00 -0.06
7 Shentracon Finalease P Ltd 24802 0.02 0.00 114802 0.08 0.00 0.06
8 Misrilall Properties P Ltd 23527 0.02 0.00 23527 0.02 0.00 0.00
9 Shentracon Holdings P Ltd 18543 0.01 0.00 58543 0.04 0.00 0.03
10 Laurus Tradecon P Ltd (Formerly 300 0.00 0.00 300 0.00 0.00 0.00
known as Lighto Technologies
P Ltd)
11 Ashok Kumar Jain (HUF) 2536181 1.73 0.00 2536181 1.73 0.00 0.00
12 Baldevraj T Taneja 9033 0.01 0.00 145534 0.10 0.00 0.09
13 Salil Baldev Taneja 233040 0.16 0.00 233040 0.16 0.00 0.00
14 B R Taneja (HUF) 81760 0.06 0.00 81760 0.06 0.00 0.00
15 Tara Jain 1414848 0.97 0.00 1414848 0.97 0.00 0.00
16 Ramesh Sureka 132155 0.09 0.00 132155 0.09 0.00 0.00
17 Savitri Devi Sureka 139834 0.10 0.00 99834 0.07 0.00 -0.03
18 Sanjay Sureka 0 0.00 0.00 0 0.00 0.00 0.00
19 Alka P Mehta 73473 0.05 0.00 73473 0.05 0.00 0.00
20 Aayushi Jain 41424 0.03 0.00 41424 0.03 0.00 0.00
21 Mini Sureka 0 0.00 0.00 0 0.00 0.00 0.00
22 Priti Sureka 105967 0.07 0.00 105967 0.07 0.00 0.00
23 Akshay Jain 10313 0.01 0.00 10313 0.01 0.00 0.00
24 Rohin Raj Sureka 10000 0.01 0.00 10000 0.01 0.00 0.00
25 Avishi Sureka 10000 0.01 0.00 10000 0.01 0.00 0.00
26 Jagdish Prasad Sureka(HUF) 79932 0.05 0.00 79932 0.05 0.00 0.00
Total 75523109 51.55 91.23 75760903 51.71 90.94 0.17

(iii) Change in Promoters’ Shareholding


Shareholding at beginning of the year Cumulative Shareholding during year
Sl.
Particulars % of total shares of the % of total shares of the
No. No. of shares No. of shares
Company Company
1 At the beginning of the year 75523109 51.55
2 Date wise Increase/
Decrease in Promoters
Share holding during the
year specifying the reasons # # # #
for increase / decrease (e.g.
allotment / transfer / bonus/
sweat equity etc):

3 At the End of the year 75760903 51.71

21
Annual Report 2019-20

Extract Of Annual Return As on the Financial Year Ended on March 31, 2020 (Cont.)
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
# Following are the details of datewise shareholding change
Cumulative Shareholding during the
Shareholding
year (01-04-2019 to 31.03.2020)

No. of shares
Sl. % of total Increase(+)/Decrease(-) in
Name at beginning Date Reason % of total
No. shares Shareholding
(01.04.2019/ No. of shares shares of the
of the
end of year Company
Company
(31.03.2020)

1 Indian Seamless 68918858 47.04 01.04.2019


Enterprises Ltd 16.08.2019 12100 Purchase 68930958 47.05
23.08.2019 89193 Purchase 69020151 47.11
69020151 47.11 31.03.2020
2 Prismo (India) Limited 210872 0.14 01.04.2019
28.02.2020 -40000 Sale 170872 0.12
06.03.2020 -50000 Sale 120872 0.08
120872 0.08 31.03.2020
3 Shentracon Finalease P Ltd 24802 0.02 01.04.2019
06.03.2020 90000 Purchase 114802 0.08
114802 0.08 31.03.2020
4 Shentracon Holdings P Ltd 18543 0.01 01.04.2019
20.03.2020 40000 Purchase 58543 0.04
58543 0.04 31.03.2020
5 Savitri Devi Sureka 139834 0.10 01.04.2019
20.03.2020 -40000 Sale 99834 0.07
99834 0.07 31.03.2020
6 Baldevraj Topanram Taneja 9033 0.01 01.04.2019
30.08.2019 87501 Purchase 96534 0.07
06.09.2019 28075 Purchase 124609 0.09
13.09.2019 20925 Purchase 145534 0.10
145534 0.10 31.03.2020

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Cumulative
Shareholding during
Shareholding
the year (01-04-2019 to
Increase(+)/ 31.03.2020)
Sl.No. Name of the shareholder No. of shares at Date Decrease(-) in Reason
the beginning % total Shareholding % of total
No. of
(01.04.2019)/ shares of the shares of the
shares
end of year Company Company
(31.03.2020)
7418640 5.06 01.04.2019
1 JITEN KIRTANLAL SHAH 0 NA NA NA
7418640 5.06 31.03.2020
4476804 3.06 01.04.2019
INVESTOR EDUCATION 31.01.2020 117002 Transfer 4593806 3.14
2
PROTECTION FUND 07.02.2020 1343434 Transfer 5937240 4.05
5937240 4.05 31.03.2020
ISSAL EMPLOYEE WELFARE 5000000 3.41 01.04.2019
3 0 NA NA NA
FUND 5000000 3.41 31.03.2020
LIFE INSURANCE 1983208 1.35 01.04.2019
4 0 NA NA NA
CORPORATION OF INDIA 1983208 1.35 31.03.2020

22
Annual Report 2019-20

Extract Of Annual Return As on the Financial Year Ended on March 31, 2020 (Cont.)
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
Cumulative
Shareholding during
Shareholding
the year (01-04-2019 to
Increase(+)/ 31.03.2020)
Sl.No. Name of the shareholder No. of shares at Date Decrease(-) in Reason
the beginning % total Shareholding % of total
No. of
(01.04.2019)/ shares of the shares of the
shares
end of year Company Company
(31.03.2020)
MAHARASHTRA SEAMLESS 1445000 0.99 01.04.2019
5 0 NA NA NA
LIMITED 1445000 0.99 31.03.2020
1387941 0.95 01.04.2019
6 GVN FUELS LIMITED 0 NA NA NA
1387941 0.95 31.03.2020
1342889 0.92 01.04.2019
7 DANIEL VYAPPAR PVT LTD 0 NA NA NA
1342889 0.92 31.03.2020
1260764 0.86 01.04.2019
8 CONCORD TREXIM PVT LTD 0 NA NA NA
1260764 0.86 31.03.2020
0 0.00 01.04.2019
26.04.2019 828401 Transfer 828401 0.57
9 BINDU VISHAL GUPTA 19.07.2019 56813 Transfer 885214 0.6
31.12.2019 181942 Transfer 1067156 0.73
1067156 0.73 31.03.2020
PUSHPANJALI INVESTRADE 1066541 0.73 01.04.2019
10 0 NA NA NA
LTD 1066541 0.73 31.03.2020
(v) Shareholding of Directors & Key Managerial Personnel:
Cumulative
Shareholding during
Shareholding
the year (01-04-2019
Name of the Directors and Increase(+)/ to 31.03.2020)
Sl. No. KMP No. of shares at Date Decrease(-) in Reason
Shareholding % of total
the beginning % total
No. of shares
(01.04.2019)/ shares of the
shares of the
end of year Company
Company
(31.03.2020)
9033 0.01 01.04.2019
30.08.2019 87501 96534 0.07
1 B. R. Taneja - Managing Director 06.09.2019 28075 124609 0.09
13.09.2019 20925 145534 0.10
145534 0.10 31.03.2020
Rajiv Goel - Whole-time Director 2000 0.00 01.04.2019
2 0 NA NA NA
& CFO 2000 0.00 31.03.2020
O. P. Kakkar - Non-Executive 75000 0.05 01.04.2019
3 0 NA NA NA
Director 75000 0.05 31.03.2020
R Poornalingam - Independent 0 0.00 01.04.2019
4 0 NA NA NA
Director 0 0.00 31.03.2020
Kanakraj M - Independent 2254 0.00 01.04.2019
5 0 NA NA NA
Director 2254 0.00 31.03.2020
Deepa Mathur- Independent 1204 0.00 01.04.2019
6 0 NA NA NA
Director 1204 0.00 31.03.2020
Shyam Powar- Independent 47865 0.03 01.04.2019
7 0 NA NA NA
Director 47865 0.03 31.03.2020
Chetan Nathani - Company
8 0 0.00 0 1.04.2019 0 NA NA NA
Secretary

23
Extract Of Annual Return As on the Financial Year Ended on March 31, 2020 (Cont.)
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/ accrued but not due for payment Rs. in Crore

Secured Loans
Unsecured Loans Deposits Total
excluding deposits

Indebtedness at beginning of financial year

i) Principal Amount 2,138.21 48.68 - 2,186.89

ii) Interest due but not paid 916.51 - - 916.51

iii) Interest accrued but not due 0.61 - - 0.61

Total (i+ii+iii) 3,055.33 48.68 - 3,104.01

Change in Indebtedness during financial year

Addition (+) / Reduction (-) 209.93 (6.56) - 203.37

Net Change

Indebtedness at the end of the financial year

i) Principal Amount 2,087.06 42.12 - 2,129.18

ii) Interest due but not paid 1,177.58 - - 1,177.58

iii) Interest accrued but not due 0.63 - - 0.63

Total (i+ii+iii) 3,265.26 42.12 - 3,307.38

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Amount in Rs.)

Name of MD/WTD/ Manager Total Amount


Sl. No. Particulars of Remuneration
B.R.Taneja - MD Rajiv Goel - WTD & CFO
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the
1,80,00,000 75,00,000 2,55,00,000
Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 26,79,600 61,29,600 88,09,200

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


- - -
Act, 1961

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission
- as % of profit - - -
- others, specify…

5 Others: Contribution to Provident Fund & Super-annuation


- - -
Fund

Total (A) 2,06,79,600 1,36,29,600 3,43,09,200

In view of inadequacy of profit, remuneration is paid/ payable as per the


Ceiling as per the Act*
Central Government approval, wherever applicable
* Limit of remuneration shall be in terms of Schedule V to the Companies Act, 2013 & excludes contribution by the Company to Provident Fund &
Superannuation Fund.

24
Annual Report 2019-20

Extract Of Annual Return As on the Financial Year Ended on March 31, 2020 (Cont.)
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

B. Remuneration to other directors:


(Amount in Rs.)
Name of Directors
Sl.
Particulars of Remuneration Total Amount
No. Deepa O.P.
R Poornalingam Kanakraj M Shyam Powar
Mathur Kakkar

1 Independent Directors

Fee for attending board/ committee meetings - 10,60,000 9,00,000 1,20,000 - 20,80,000

Commission - - - -

Others, please specify - - - -

Total (1) - 10,60,000 9,00,000 1,20,000 - 20,80,000

2 Other Non-Executive Directors - - -

Fee for attending board/ committee meetings 11,00,000 - - - 3,00,000 14,00,000

Commission - - -
Others, please specify - - -
Total (2) 11,00,000 - - - 3,00,000 14,00,000

Total (B)=(1+2) 11,00,000 10,60,000 9,00,000 1,20,000 3,00,000 34,80,000

Total Managerial Remuneration (A+B) 3,77,89,200

Overall Ceiling as per the Act NA

C. Remuneration to Key Managerial Personnel other than MD/ Manager/ WTD


(Amount in Rs.)
Key Managerial
Personnel
Sl.
Particulars of Remuneration Chetan Nathani, Total
No.
Company Secretary
(w.e.f. 11-06-2018)
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 10,88,321 10,88,321
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 - -
2 Stock Option - -
3 Sweat Equity - -
4 Commission - -
- as % of profit - -
others, specify… - -
5 Others, please specify: Contribution to PF & other Funds 80,046 80,046
Total 11,68,367 11,68,367

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NONE

25
Annexure ‘B’ to the Directors’ Report
(ii) the benefits derived like product improvement, cost
Information required under Section 134 of the Companies Act, reduction, product development or import substitution:
2013 read with Companies (Accounts) Rules, 2014 and forming
Developments as mentioned in B(i) above have
part of the Director’s Report for the year ended on March 31,
become functional. Apart from improvement in
2020:
productivity and cost reduction it has helped develop
(A) Conservation of Energy in house expertise.
(i) steps taken or impact on conservation of energy : Measures were undertaken to reduce both fixed and
1. Direct shell charging in PQF inlet resulting in variable costs in the current scenario of reduced plant
less power consumption at Baramati Plant. operations.
2. Power factor maintained unity throughout the (iii) in case of imported technology (imported during the
year by continuous monitoring and maintaining last three years reckoned from the beginning of the
APFC panels at Ahmednagar and Baramati financial year) – Not Applicable
Plants, resulting in rebate in electricity bill. (iv) as part of the Company’s overall strategy, throughout
3. Roller Hearth Furnace 5 power consumption the year the Company remained focused on developing
reduced by developing operator guideline table value added products for all its market segments
to adjust linear speed according to actual zone including Energy, OCTG, Bearing, Auto and Mining
temperatures at Ahmednagar Plant. Sectors. R&D activities also focused on process cost
4. Roller Hearth Furnace power consumption reductions. The expenditure incurred on Research and
reduced by improving the insulation at Precision Development are detailed below:
Tube division of Ahmednagar Plant. (Rs. in Crore)
5. Variable Frequency Drive provided for cooling Sr. Particulars 2019-20 2018-19
blowers in hot mill area at Ahmednagar Plant. No.
(ii) steps taken by the company for utilising alternate i) Capital 0.10 0.50
sources of energy : NIL ii) Recurring 0.01 0.51
Total 0.11 1.01
(iii) capital investment on energy conservation equipment Total R & D as a % of Turnover 0.01% 0.06%
: NIL
(C) Foreign exchange earnings and Outgo
(B) Technology absorption
The Company continues to strive to improve its export
(i) the efforts made towards technology absorption: earnings across regions & across sectors. Your company has
1. Development of Lift Axle tubes at Ahmednagar established strong foothold in value added seamless tubes
Plant. segment in overseas market & continue to pursue product
2. Development of new steel grade ISMT-6 at Jejuri certifications. Further details in respect of exports as set out
Plant. elsewhere in the report.
The information on foreign exchange earnings and outgo is
furnished in the Notes on accounts.

26
Annual Report 2019-20

Annexure ‘C’ to the Director’s Report


DETAILS PERTAINING TO REMUNERATION PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013
READ WITH RULE THEREUNDER

1) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year
2019-20, Ratio of the remuneration of each Director to median remuneration of employees of the Company for the financial year
2019-20, is given below:
Sr. Name of the Directors/ Key Managerial Personnel Remuneration of % increase in Ratio of remu-
No. (KMP) and Designation Directors/KMP remuneration in neration of each
for FY2019-20 FY2019-20 Director to medi-
(Rs) an remuneration
of executive em-
ployees
1 B. R. Taneja, Managing Director 2,04,00,000 8.5% 40:1
2 Rajiv Goel, Whole-time Director & Chief Financial Officer 1,60,50,000 9% 32:1
3 Chetan Nathani, Company Secretary 11,68,367 3% N.A.
2) Median remuneration of employees of the Company during the financial year was Rs. 5.06 Lakh p. a.
3) For the period under review, there was an increase of 7.35% in median remuneration of employees.
4) There were 1,983 permanent employees on rolls of the Company as on March 31, 2020.
5) Average percentile increase made in salaries of employees other than managerial personnel in financial year 2019-20 was 2 to
7%. The percentile increase in managerial remuneration for said period was 8%.
6) It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

27
Annexure ‘D’ to the Director’s Report
Form No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2020
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014]

To, We have also examined compliance with the applicable


The Members, clauses of the following:
ISMT LIMITED
Lunkad Towers, i) Secretarial Standards issued by the Institute of
Vimannagar, Pune, Company Secretaries of India.
Maharashtra-411014.
ii) The Securities And Exchange Board Of India
We have conducted the secretarial audit of the compliance of
(Depositories And Participants) Regulations, 2018
applicable statutory provisions and the adherence to good corporate
practices by ISMT LIMITED (hereinafter called the Company). iii) The Securities and Exchange Board of India
Secretarial Audit was conducted in a manner that provided us a (Listing Obligations and Disclosure Requirements)
reasonable basis for evaluating the corporate conducts/statutory Regulations, 2015 :
compliances and expressing our opinion thereon.
During the period under review the Company has complied
Based on our verification of the ISMT LIMITED, books, papers, with the provisions of the Act, Rules, Regulations,
minute books, forms and returns filed and other records maintained Guidelines, Standards, etc. mentioned above except the
by the company and also the information provided by the Company, following:
its officers, its agents and authorized representatives during the
conduct of secretarial audit, we hereby report that in our opinion, 1. Pursuant to Regulation 31(2) of the SEBI (LODR),
the Company has, during the audit period covering the financial year Regulations 2015 - 100 % shareholding of promoter(s) and
ended on 31st March, 2020 complied with the statutory provisions promoter group must be in dematerialized form, however,
listed hereunder and also that the Company has proper Board- 23,527 number of equity shares of the Promoter group viz.
processes and compliance-mechanism in place to the extent, in the Misrilall Properties Pvt. Ltd., equivalent to 0.02% of the
manner and subject to the reporting made hereinafter: total share capital are still in physical form.
We have examined the books, papers, minute books, forms The Company has informed us that this entity was classified
and returns filed and other records maintained by the ISMT as promoter group by virtue of being related to promoter
LIMITED for the financial year ended on 31st March, 2020 late Mr. A K Jain who was also a director but not actively
according to the provisions of: involved in the day to day affairs of the Company of the
i. The Companies Act, 2013 (the Act) and the rules made Company. Mr. A K Jain passed away on April 12, 2013.
thereunder; The Company is now taking steps to re-classify them from
Promoter to Public Category.
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)
and the rules made thereunder; 2. Details of notices received from Stock Exchanges during
iii. The Depositories Act, 1996 and the Regulations and Bye- the audit period is tabled below:
laws framed thereunder;
Sr. Action Details of Details of the Observations/ Remarks of
iv. Foreign Exchange Management Act, 1999 and the rules and No. taken Violation Action taken, the Practicing
regulations made thereunder to the extent of Foreign Direct by Eg., fines, Company
Investment, Overseas Direct Investment and External warning letter, Secretary
debarment,
Commercial Borrowings; etc.
v. The following Regulations and Guidelines prescribed under 1. BSE & Regulation 33 of The Company • As informed by the
the Securities and Exchange Board of India Act, 1992 NSE SEBI (LODR), has paid Company, the Board
2015: necessary fine meeting approving the
(‘SEBI Act’):- of amounting financial statements
a. The SEBI (Substantial Acquisition of Shares and There was a delay to Rs. 88,500/- for the financial Year
of 13 days in sub- each to NSE ended on 31st March,
Takeovers) Regulations, 2011;
mission of annual and BSE 2019, was held on
b. The SEBI (Prohibition of Insider Trading) Regulations, audited standalone 14th June, 2019 and
1992; & Consolidated accordingly there was
c. The SEBI (Registrars to an Issue and Share Transfer financial results a delay in submission
along with the of the results to the
Agents) Regulations, 1993 regarding the Companies audit report for the Stock Exchange/s due
Act and dealing with client; financial year end- to delay in financial
vi. The company meticulously follows the provisions of other ing 31.03.2019 to statements of the foreign
Stock Exchanges. subsidiaries of the
applicable laws pertaining to the industry to which the
Company.
company relates and has devised requisite systems for their
desired compliance.

28
Annual Report 2019-20

2. BSE & Regulation 17(1) The Company • Non-compliance with We further report that
NSE (b) of SEBI has paid the requirements
The Board of Directors of the Company is duly constituted with
(LODR), 2015: necessary fine pertaining to the
Delay in amounting to composition of the proper balance of Executive Directors, Non-Executive Directors
appointment of Rs. 3,48,100/- Board. and Independent Directors. The changes in the composition of the
an Independent each to NSE • The tenure of three Board of Directors that took place during the period under review
Director on the and BSE
Board of the
existing independent were carried out in compliance with the provisions of the Act
directors of the company
Company got completed on 28th Adequate notice is given to all directors to schedule the Board
(Non-compliance
pertains to
December, 2018. On the Meetings, agenda and detailed notes on agenda were sent at
same day, the company
FY2018-19) least seven days in advance, and a system exists for seeking and
appointed a new
independent director and obtaining further information and clarifications on the agenda items
re-appointed an existing before the meeting and for meaningful participation at the meeting.
independent director for
the second term while Majority decision is carried through and recorded as part of the
there was a vacancy minutes.
for third independent
director.
We further report that there are adequate systems and processes
• The Company has
in the Company commensurate with the size and operations of
informed us that it the Company to monitor and ensure compliance with applicable
had conveyed to stock laws, rules, regulations and guidelines.
exchanges vide letter
dt. 05.02.2019 that R. We further report that during the audit period the Company has
25(6) of SEBI (LODR) not taken any actions having a major bearing on the Company’s
Regulations, 2015 affairs in pursuance of the above referred laws, rules, regulations,
provides 3 months
to appoint a new
guidelines, standards, etc. referred to above.
independent director & Disclaimer: Verification of documents has been conducted
that the Company has
virtually due to COVID-19 pandemic. This certificate is issued
accordingly appointed
an independent director on the basis of information provided by the company and audit
within 3 months period. meetings conducted through video conferencing mode.
3. NSE Regulation 31 of The Company • As informed by the
SEBI (LODR), has paid Company, the sharehold- For KMDS & ASSOCIATES
2015 necessary fine ing pattern for the quar- COMPANY SECRETARIES
of Rs. 37,760/- ter ending 30th June,
Delay of 16 days in to NSE 2019 on was submitted CS M. B. KASODEKAR
Submission of late due to technical rea-
shareholding sons, as the information
PARTNER
pattern Report for on SBO (Significant Membership No. F 2756
the quarter ending Beneficial Owners)
30 June, 2019
th
could not be filled in the C. P. No: 1681
NSE format of share-
Unique Code of Partnership Firm: P2020MH080600
holding pattern which is
a mandatory section as
the same was to be filed
based on the information Place : Pune
in BEN-2 form which Date : June 19, 2020
was not filed with ROC UDIN : F002756B000357616
as the same was not yet
due for filing with ROC.

29
Directors’ Report (Contd.)
‘ANNEXURE A’ TO SECRETARIAL AUDIT REPORT
To, 5. The compliance of the provisions of Corporate and
The Members, other applicable laws, rules, regulations, standards is
ISMT LIMITED the responsibility of management. Our examination was
Lunkad Towers, limited to the verification of procedures on test basis.
Vimannagar, Pune,
6. The Secretarial Audit report is neither an assurance as to
Maharashtra-411014
the future viability of the Company nor of the efficacy or
Our report of even date is to be read along with this letter. effectiveness with which the management has conducted
1. Maintenance of secretarial records is the responsibility of the the affairs of the Company.
management of the Company. Our responsibility is to express For KMDS &ASSOCIATES
an opinion on these secretarial records based on our audit.
COMPANY SECRETARIES
2. We have followed the audit practices and processes as
CS M B KASODEKAR
were appropriate to obtain reasonable assurance about the
PARTNER
correctness of the contents of the secretarial records. The
verification was done on test basis to ensure that correct Membership No. F 2756
facts are reflected in secretarial records. We believe that the C. P. No: 1681
processes and practices, we followed provide a reasonable Unique Code of Partnership Firm: P2020MH080600
basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company. Place: Pune
4. We have obtained the Management representation about the Date: June 19, 2020
compliance of laws, rules and regulations and happening of UDIN: F002756B000357616
events etc.

30
Annual Report 2019-20

INDEPENDENT AUDITOR’S REPORT


To the Members of ISMT Limited for allotment. SHAB has been incurring losses and
Report on the Audit of the Standalone Financial Statements its net worth is also eroded due to continuing losses.
No provision for diminution in value of investment
1. Qualified Opinion
(including pending allotment) and net receivable
We have audited the standalone financial statements of against supplies is made by the company as explained
ISMT Limited (“the Company”), which comprise the in Note No.3.16 of the standalone financial statement.
Balance Sheet as at March 31, 2020 and the statement of We are unable to comment on the same and ascertain
Profit and Loss (including Other Comprehensive Income), its impact, if any, on net loss for the year ended March
statement of changes in equity and the statement of cash 31, 2020, carrying value of the investment and other
flows for the year then ended, and notes to the financial equity as at March 31, 2020 in respect of the above
statements, including a summary of significant accounting matters.
policies and other explanatory information (hereinafter
C. The company had recognized claim in earlier years,
referred to as “the standalone financial statements”).
of which outstanding balance as on March 31, 2020
In our opinion and to the best of our information and is Rs. 39.53 Crores, against Maharashtra State
according to the explanations given to us, except for the Electricity Distribution Company Ltd. (MSEDCL) for
effects of the matter described in the Basis for Qualified non-implementation of Energy Banking Agreement.
Opinion section of our report, the aforesaid standalone The company had appealed to Appellate Tribunal
financial statements give the information required by the (APTEL) against the order passed by Maharashtra
Companies Act, 2013 (“the Act”) in the manner so required Electricity Regulatory Commission (MERC) and the
and give a true and fair view in conformity the accounting same has been dismissed by the APTEL. The company
principles generally accepted in India including Indian has preferred appeal before the Hon’ble Supreme
Accounting Standards (“Ind AS”) prescribed under section Court against the order of APTEL. The realization
133 of the Act read with the Companies (Indian Accounting of this claim is contingent and dependent upon the
Standards) Rules as amended and other accounting outcome of the decision of the Supreme Court. In
principles generally accepted in India, of the state of affairs our opinion the recognition of above claim, being
(financial position) of the Company as at 31 March 2020, contingent asset in nature, is not in conformity with
and its net loss (financial performance including other Ind AS-37, “Provisions, Contingent liabilities and
comprehensive income), the changes in equity and its cash Contingent assets”. Recognition of the above claim
flows for the year ended on that date. has resulted into overstatement of carrying value
2. Basis for Qualified Opinion of non –current assets and other equity by Rs.39.53
A. The company has outstanding Minimum Alternate Tax Crores as at March 31, 2020. Refer Note No. 3.20 (i)
(MAT) entitlement, classified as Deferred Tax Asset of standalone financial statements.
as per Ind AS- 12, Income Taxes, of Rs. 82.05 Crores D. The company is unable to determine the recoverable
as on March 31, 2020. Taking into consideration the value of 40 MW Captive Power Project (CPP) at
loss during the year ended March 31, 2020 and carried Chandrapur, Maharashtra for the reasons stated in
forward losses under the Income Tax, in our opinion, Note No. 3.20(ii) of standalone financial statements;
it is not probable that the MAT entitlement can be hence, the CPP is measured on March 31, 2020 at the
adjusted within the specified period against the future carrying amount of Rs. 237.29 Crores and impairment
taxable profits under the provisions of Income Tax Act loss, if any, is not recognised as required by Ind AS 36
1961. In view of the same, in our opinion, the MAT “Impairment of the Assets”. In view of the aforesaid, we
entitlement cannot be continued to be recognised as are unable to determine the impact of the same, if any,
an asset in terms of Ind AS-12. Non-writing off of on net loss for the year ended March 31 2020, carrying
the same has resulted in understatement of loss for value of the CPP and other equity as at March 31, 2020.
the year ended March 31, 2020 and overstatement of E. The company is unable to determine the recoverable
other equity by Rs.82.05 Crores and its consequential value of investment (including advances) in Tridem
effect on the Earnings per Share of the company. Port and Power Company Private Limited (TPPCL),
B. The company, through its subsidiary, has invested wholly owned subsidiary company, of Rs 116.69
Rs. 48.43 Crores in Structo Hydraulics AB Sweden Crores on March 31, 2020 for the reasons stated in
(SHAB). Net receivables to the company from SHAB Note No.3.17 of standalone financial statements.
against the supplies made is Rs. 15.41 Crores. The Hence impairment loss, if any, is not recognised as
company has received approval from regulatory required by Ind AS 36 “Impairment of the Assets”.
authorities for conversion into equity of an amount of In view of the aforesaid, we are unable to determine
Rs. 33.33 Crores (USD 5 Million) due from SHAB and the impact of the same, if any, on the net loss for the
out of which Rs. 16.75 Crores has been converted into year ended March 31 2020, carrying value of the
equity and the balance of Rs. 16.58 Crores is pending investment and other equity as at March 31, 2020.

31
F. Pending approval / sanction of debt restructuring Our opinion is not modified in respect of above stated
scheme by lenders and balance confirmation from matters.
lenders, the company has not provided for the overdue 5. Key Audit Matters
/penal interest, if any for the reason stated in Note No
Key audit matters are those matters that, in our professional
3.19 of standalone financial statements. The quantum
judgment, were of most significance in our audit of the
and its impact, if any, on the net loss for the year ended
standalone financial statements of the current period.
March 31 2020, carrying value of the Borrowings (i.e.
These matters were addressed in the context of our audit
Financial Liabilities) and other equity as at March
of the standalone financial statements as a whole, and in
31,2020 is unascertainable.
forming our opinion thereon, and we do not provide a
We conducted our audit in accordance with Standards separate opinion on these matters. In addition to the matters
on Auditing (“SAs”) specified under section 143(10) described in the Basis for Qualified Opinion section referred
of the Companies Act, 2013. Our responsibilities under in para 2 above and Material Uncertainty Related to Going
those Standards are further described in the Auditor’s Concern section in para 3 above, We have determined the
Responsibilities for the Audit of the standalone financial matters described in Annexure A to be the key audit matters
statements section of our report. We are independent of the to be communicated in our report.
company in accordance with the Code of Ethics issued by
6. Information Other than the Standalone Financial
the Institute of Chartered Accountants of India (“ICAI”)
Statements and Auditor’s Report Thereon
together with the ethical requirements that are relevant
to our audit of the standalone financial statements under The company’s Board of Directors is responsible for the
the provisions of the Act and Rules made there under, preparation of the other information. The other Information
and we have fulfilled our other ethical responsibilities in comprises the information included in company’s Annual
accordance with these requirements and the ICAI’s Code Report, but does not include the standalone financial
of Ethics. We believe that the audit evidence we have statements and our auditor’s report thereon.
obtained is sufficient and appropriate to provide a basis Our opinion on the standalone financial statements does not
for our qualified audit opinion on the standalone financial cover the other information and we do not express any form
statements. of assurance conclusion thereon.
3. Material uncertainty Related to Going Concern In connection with our audit of the standalone financial
The company has accumulated losses and its net worth has statements, our responsibility is to read the other
been fully eroded, the company has incurred net cash loss information and, in doing so, consider whether the other
during the year ended March 31, 2020 and previous years information is materially inconsistent with the standalone
and the company’s current liabilities exceeded its current financial statements or our knowledge obtained in the audit
assets as at March 31, 2020. These conditions indicate the or otherwise appears to be materially misstated.
existence of a material uncertainty that may cast significant If, based on the work we have performed, on the other
doubt on the company’s ability to continue as a going information obtained prior to the date of this auditor’s
concern. However, the standalone financial statements of report, we conclude that there is a material misstatement of
the company have been prepared on a going concern basis this other information, we are required to report that fact.
for the reasons stated in the Note No. 3.18 of standalone We have nothing to report in this regard.
financial statements. 7. Management’s Responsibility for the Standalone
Our opinion is not modified in respect of this matter. Financial Statements
4. Emphasis of Matter (s) The company’s Board of Directors is responsible for the
We draw attention to: matters stated in section 134(5) of the Companies Act,
a) Note No. 1.32 of standalone financial statements 2013 (“the Act”) with respect to the preparation of these
regarding remuneration to the Managing Director standalone financial statements that give a true and fair
and Executive Director amounting to Rs 3.41 Crores view of the financial position, financial performance,
for the year ended March 31, 2020 (Rs.9.43 Crores total comprehensive income, changes in equity and cash
cumulative up to March 31, 2020) is subject to flows of the Company in accordance with the accounting
approval of Lenders. principles generally accepted in India, including the
accounting Standards specified under section 133 of
b) Note no. 3.3 of standalone financial statements, the Act. This responsibility also includes maintenance
regarding the uncertainties arising out of the outbreak of adequate accounting records in accordance with the
of COVID 19 pandemic and the assessment made by provisions of the Act for safeguarding of the assets of the
the management on its operations and the financial Company and for preventing and detecting frauds and
reporting for the year ended March 31, 2020. Such an other irregularities; selection and application of appropriate
assessment and the outcome of the pandemic, as made accounting policies; making judgments and estimates that
by the management, is dependent on the circumstances are reasonable and prudent; and design, implementation
as they evolve in the subsequent periods. and maintenance of adequate internal financial controls,

32
Annual Report 2019-20

that were operating effectively for ensuring the accuracy a material uncertainty exists related to events or
and completeness of the accounting records, relevant to conditions that may cast significant doubt on the
the preparation and presentation of the standalone financial company’s ability to continue as a going concern. If
statement that give a true and fair view and are free from we conclude that a material uncertainty exists, we
material misstatement, whether due to fraud or error. are required to draw attention in our auditor’s report
In preparing the standalone financial statements, to the related disclosures in the standalone financial
management is responsible for assessing the company’s statements or, if such disclosures are inadequate, to
ability to continue as a going concern, disclosing, as modify our opinion. Our conclusions are based on the
applicable, matters related to going concern and using the audit evidence obtained up to the date of our auditor’s
going concern basis of accounting unless management either report. However, future events or conditions may
intends to liquidate the company or to cease operations, or cause the company to cease to continue as a going
has no realistic alternative but to do so. concern; and
Those Board of Directors are also responsible for overseeing • Evaluate the overall presentation, structure and content
the company’s financial reporting process of the standalone financial statements, including the
8. Auditor’s Responsibilities for the Audit of the disclosures, and whether the standalone financial
Standalone Financial Statements statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from Materiality is the magnitude of misstatements in the
material misstatement, whether due to fraud or error, and standalone financial statements that, individually or in
to issue an auditor’s report that includes our opinion. aggregate, makes it probable that the economic decisions of
Reasonable assurance is a high level of assurance, but is a reasonably knowledgeable user of the standalone financial
not a guarantee that an audit conducted in accordance with statements may be influenced. We consider quantitative
SAs will always detect a material misstatement when it materiality and qualitative factors in (i) planning the scope
exists. Misstatements can arise from fraud or error and are of our audit work and in evaluating the results of our work;
considered material if, individually or in the aggregate, they and (ii) to evaluate the effect of any identified misstatements
could reasonably be expected to influence the economic in the standalone financial statements.
decisions of users taken on the basis of these standalone We communicate with those charged with governance
financial statements. regarding, among other matters, the planned scope and
As part of an audit in accordance with SAs, we exercise timing of the audit and significant audit findings, including
professional judgment and maintain professional skepticism any significant deficiencies in internal control that we
throughout the audit. We also: identify during our audit.
• Identify and assess the risks of material misstatement We also provide those charged with governance with a
of the standalone financial statements, whether due to statement that we have complied with relevant ethical
fraud or error, design and perform audit procedures requirements regarding independence, and to communicate
responsive to those risks, and obtain audit evidence with them all relationships and other matters that may
that is sufficient and appropriate to provide a basis reasonably be thought to bear on our independence, and
for our opinion. The risk of not detecting a material where applicable, related safeguards.
misstatement resulting from fraud is higher than for one From the matters communicated with those charged with
resulting from error, as fraud may involve collusion, governance, we determine those matters that were of
forgery, intentional omissions, misrepresentations, or most significance in the audit of the standalone financial
the override of internal control; statements of the current period and are therefore the key
• Obtain an understanding of internal control relevant audit matters. We describe these matters in our auditor’s
to the audit in order to design audit procedures that report unless law or regulation precludes public disclosure
are appropriate in the circumstances. Under section about the matter or when, in extremely rare circumstances,
143(3)(i) of the companies Act, 2013, we are also we determine that a matter should not be communicated
responsible for expressing our opinion on whether the in our report because the adverse consequences of doing
company has adequate internal financial controls with so would reasonably be expected to outweigh the public
reference to standalone financial statements in place interest benefits of such communication.
and the operating effectiveness of such controls; 9. Report on Other Legal and Regulatory Requirements
• Evaluate the appropriateness of accounting policies A. As required by The Companies (Auditor’s Report) Order,
used and the reasonableness of accounting estimates 2016 issued by the Central Government of India (Ministry
and related disclosures made by management; of Corporate Affairs) in terms of sub section (11) of section
• Conclude on the appropriateness of management’s 143 of the Companies Act, 2013, we give in Annexure B, a
use of the going concern basis of accounting and, statement on the matters specified in paragraphs 3 and 4 of
based on the audit evidence obtained, whether the Order.

33
B. With respect to the other matters to be included in the from the directors as on March 31, 2020 taken on
Auditor’s Report in accordance with the requirements of record by the Board of Directors, none of the directors
section 197(16) of the Act, as amended, in our opinion is disqualified as on March 31, 2020 from being
and to the best of our information and according to the appointed as a director in terms of section 164 (2) of
explanations given to us, the remuneration paid by the the Act.
company to its directors during the year is in accordance h) The qualifications relating to maintenance of accounts
with the provisions of section 197 of the Act except to the and other matters connected therewith are as stated in
extent referred in Annexure III to this report. the Basis for Qualified Opinion paragraph above.
C. As required by section 143 (3) of the Act, we report, to the i) with respect to the adequacy of the internal financial
extent applicable, that: controls with respect to standalone financial statements
of the company and the operating effectiveness of such
a) We have sought and obtained all the information and
controls, refer to our separate report in “Annexure C”;
explanations, except for the matter described in the
and
Basis for Qualified Opinion paragraph above, which
to the best of our knowledge and belief were necessary j) With respect to the other matters to be included in
for the purposes of our audit; the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in
b) except for the effects / possible effects of the matters our opinion and to the best of our information and
described in the Basis for Qualified Opinion paragraph according to the explanations given to us:
above, in our opinion, proper books of account as
required by law have been kept by the company so far i. The company has disclosed the impact of
pending litigations on its financial position in
as it appears from our examination of those books;
its standalone financial statements – Refer Note
c) The company has no branch offices whose accounts 3.1of standalone financial statements;
are audited by branch auditors;
ii. The company does not have any long-term
d) except for the effects / possible effects of the matters contracts including derivative contracts, having
described in the Basis for Qualified Opinion paragraph any material foreseeable losses, for which
above, The Balance Sheet, the Statement of Profit and provision was required.
Loss (Including Other Comprehensive Income), the
iii. There has been no delay in transferring amounts,
Statement of Changes in Equity and the Statement of
required to be transferred, to the Investor
Cash Flows dealt with by this Report are in agreement
Education and Protection Fund by the company.
with the books of account;
e) In our opinion, except for the effects/possible effects
of the matters described in the Basis for Qualified For D N V & Co.
Opinion paragraph above, the aforesaid standalone Chartered Accountants
financial statements comply with the Indian Firm’s registration No.:102079W
Accounting Standards prescribed under section 133
CA Bharat Jain
of the Act and the rules prescribed there under;
Partner
f) The matters described in the Basis for Qualified Membership No.: 100583
Opinion paragraph above, in our opinion, may have UDIN: 20100583AAAADD9101
an adverse effect on the functioning of the company. Place: Mumbai
g) On the basis of the written representations received Date: July 31, 2020

34
Annual Report 2019-20

Annexure A: KEY AUDIT MATTERS as referred in Para 5 of the Standalone Auditor’s Report:

KEY AUDIT MATTER RESPONSE TO KEY AUDIT MATTER


Inventory of raw material, work in progress, finished
goods and stores and spares (Existence)
Management’s physical verification of inventories was not On account of COVID – 19 related nationwide lockdown, we were
physically observed by us at the year-end or subsequent to unable to carry out inventory verification at the year-end or subsequent
the year-end due to the restrictions imposed on account of to the year-end. Inventories, being material to the financial statements of
COVID-19. the company, we have performed following alternate procedures to audit
the existence of inventory as per the guidance provided in SA 501 “Audit
Evidence - Specific Considerations for Selected Items”, which includes:
a) Evaluated the design and implementation of the controls over
physical verification of inventory and tested the operating
effectiveness of these controls during the interim periods.
b) Inspection of supporting documentation relating to purchases,
production, sales, results of cyclical count performed by the
Management throughout the year and such other third-party
evidences where applicable;
c) Obtained verification reports of the in house Internal Audit
department managing inventory verification process on regular
basis and at year end at factories and other location and also verified
the instructions provided by the management in respect of the same;
and
d) Performed Roll back and forward procedure wherever required.
Evaluated the differences identified during physical verification of
inventories and it was noted that there were no major deviations
found.
Property Plant and Equipment
Refer note 2.5 and 2.20 for policies in respect of In view of the significance of the matter our procedures in this area
Property, Plant and Equipment included the following:
The carrying amount of Property, Plant and Equipment is a) Testing the design, implementation and operating effectiveness
Rs 1,341.87 Crores, which represents about 55% of the of key controls over the impairment review process including the
total assets of the company. review and approval of forecasts and review of valuation models;
The value in use of these Property, Plant and Equipment b) assessing the valuation methodology used by management and
have been determined based on certain assumptions and testing the mechanical accuracy of the impairment models;
estimates of future performance. c) evaluating the reasonableness of the valuation assumptions, such as
The value in use so determined of each Cash Generating discount rates, used by management through reference to external
Unit (CGU) identified by the management have been used market data;
for the impairment evaluation of the Property, Plant and d) challenging the appropriateness of the business assumptions used
Equipment. by management, such as sales growth and the probability of success
Due to the significance of the value of the Property, Plant of new products;
and Equipment, the inherent uncertainty and judgment e) evaluating the past performances where relevant and assessing
involved in forecasting performance and the estimates historical accuracy of the forecast produced by management;
involved in discounting future cash flows, we have
f) Considering whether events or transactions that occurred after
considered these estimates to be significant to our overall
the balance sheet date but before the reporting date affect the
audit strategy and planning.
conclusions reached on the carrying values of the assets and
associated disclosures;
g) Evaluating the adequacy of the disclosures made in the standalone
financial statements;
h) Also refer para 2D of the Auditor’s Report regarding inability to
determine recoverable value of Captive Power Project (CPP).

35
Impairment of Trade Receivables:
Trade Receivables, net of impairment allowance, We have performed the following processes in relation to Management’s
amounts to Rs.238.10 Crores as on 31st March 2020, Judgment in identification of impairment of value of Receivables and
which constitutes about 9.80% of the total Assets of the adequacy of impairment provision:
company. a) We have referred to the defined policy in place stipulating the
Management’s judgment is involved in identifying methodology of making impairment provision in respect of overdue
impairment in the value of the receivable which has an Receivable amounts;
adverse impact on the profits of the company. b) We have reviewed age-wise analysis in respect of Receivables
and ensured that the provisioning is made according to such
policy. The above referred provisioning policy stipulates different
provisioning norms for Receivables with confirmations and without
confirmations;
c) We have analyzed “Simplified Approach” adopted by the company
to determine expected credit loss (ECL);
d) We have sought information and explanations from the department
Heads regarding the status of receivable for the purpose of ensuring
adequate impairment provisions;
e) We have also tested subsequent collections made from the overdue
receivables.
Evaluation of Uncertain outcome of pending litigation
Refer note 3.1 for policies in respect of contingent Our audit procedures include the following substantive procedures:
liabilities a) Obtained understanding of key issues involved in pending tax and
The company is subject to periodic challenges by local tax other litigations
authorities during the normal course of business in respect b) Read and analysed select key correspondences, external legal
of indirect tax Matters. The company is having indirect opinions / consultations by management;
tax liabilities in dispute amounting to Rs 48 Crores as on
c) Discussed with appropriate senior management and evaluated
March 31, 2020
management’s underlying key assumptions in assessing
Further the company is having pending legal cases filed management’s estimate of the possible outcome of the disputed
against the company with the claim amount involved of matters.
Rs 199.67 Crores.
These litigations involve significant management
judgment to determine the possible outcome of the
uncertain tax positions and legal cases, consequently
having an impact on related accounting and disclosures in
the standalone financial statements.

36
Annual Report 2019-20
Annexure B : TO THE INDEPENDENT AUDITOR’S REPORT
Referred to in paragraph 9 A under the heading “Report on Other us, there are no undisputed amounts payable in respect of
legal and Regulatory Requirements” of our report on even date: such statutory dues which have remained outstanding as
(i) a) The company has maintained proper records showing at March 31, 2020 for a period of more than six months
full particulars including quantitative details and from the day they become payable.
situation of Property Plant and Equipment (“PPE”). b) The disputed statutory dues that have not been
b) The company has a program of verification to cover deposited on account of disputes pending before
all the items of PPE in a phased manner which, in the appropriate authorities are as mentioned in the
our opinion, is reasonable having regard to the size Annexure- I to this report.
of the company and the nature of its assets. Pursuant (viii) According to the information and explanations given to us,
to the program, certain PPE were physically verified the company has defaulted in repayment of dues to banks and
by the management during the year. According to the Government. Details of defaults are mentioned in Annexure- II
information and explanations given to us, no material to this report. The company does not have any debenture holders.
discrepancies were noticed on such verification. (ix) The company did not raise any money by way of initial public
c) According to the information and explanations given offer or further public offer (including debt instruments) and
to us, the records examined by us and based on the the term loans.
examination of the conveyance deeds provided to (x) Based upon the audit procedures performed by us and
us, we report that, the title deeds, comprising all the according to the information and explanations given to us, no
immovable properties of land and buildings which are fraud on or by the company by its officers or employees has
freehold, are held in the name of the company as at the been noticed or reported during the year.
balance sheet date. In respect of immovable properties (xi) According to the information and explanations given to us
of land and building that have been taken on lease and based on our examination of the records of the company,
and disclosed as Right of Use Asset (“ROU”) in the the company has paid / provided for managerial remuneration
standalone financial statements, the lease agreements in accordance with the requisite approvals mandated by the
are in the name of the company. provisions of section 197 read with Schedule V to the Act
except to the extent referred in Annexure III to this report.
(ii) a) As explained to us, the inventories including majority of
the goods lying with third parties have been physically (xii) In our opinion and according to the information and
verified by the management at reasonable intervals explanations given to us, the company is not a Nidhi Company.
during the year. Accordingly, paragraph 3(xii) of the Order is not applicable.
b) In our opinion and according to the information and (xiii) According to the information and explanations given to us
explanations given to us, the discrepancies noticed and based on our examination of the records of the company,
on physical verification between physical stock and transactions with the related parties are in compliance with
the book records were not material and have been sections 177 and 188 of the Act wherever applicable and
the details of such transactions have been disclosed in the
properly dealt with in the books of account.
standalone financial statements as required by the applicable
(iii) As per the records of the company, it has not granted any loans, Accounting Standards.
secured or unsecured to companies, firms, Limited Liability
(xiv) According to the information and explanations given to us and
Partnerships or other parties covered in the register maintained
under section 189 of the Act. based on our examination of the records of the company, the
company has not made any preferential allotment or private
(iv) In our opinion and according to the information and placement of shares or fully or partly convertible debentures
explanations given to us, the company has complied with the during the year.
provisions of section 185 and 186 of the Act, with respect to
the loans, investments, guarantees and securities. (xv) According to the information and explanations given to us
and based on our examination of the records of the company,
(v) The company has not accepted any Deposit from the public. the company has not entered into non-cash transactions
(vi) We have broadly reviewed the books of account maintained with directors or persons connected with him. Accordingly,
by the company pursuant to the rules made by the Central paragraph 3(xv) of the Order is not applicable.
Government for the maintenance of cost records under sub- (xvi) The company is not required to be registered under section
section (l) of section 148 of the Act and we are of the opinion 45-IA of the Reserve Bank of India Act, 1934.
that prima facie the prescribed accounts and records have been
made and maintained. We have, however, not made a detailed For D N V & Co.
examination of records with a view to determine whether they Chartered Accountants
are accurate and complete. Firm’s registration No.:102079W
(vii) a) According to the records of the company, the company
is regular in depositing undisputed statutory dues
CA Bharat Jain
Partner
including Provident Fund, Employee State Insurance,
Membership No.: 100583
Income Tax, Goods and Service Tax, Central Sales Tax,
UDIN: 20100583AAAADD9101
Custom Duty, Excise Duty, Value Added Tax, Cess and
any other statutory dues with the appropriate authorities. Place: Mumbai
According to the information and explanations given to Date: July 31, 2020

37
Annexure - I
Particulars of dues of Sales Tax / Excise Duty /Custom Duty/ Income Tax not deposited on account of disputes:
Rs. In Crores
Nature of Statue Nature of Dues Amount Disputed Forum where dispute is pending
Central Sales Tax Act, 1956 Sales Tax 6.56 Dy. Commissioner (Appeals), Pune
0.01 High Court, Bombay
0.41 Dy. Commissioner, Pune
2.18 Joint Commissioner (Appeal), Pune
Maharashtra Sales Tax Act, 1959 Sales Tax 0.80 Tribunal, Mumbai
0.47 High Court, Bombay
5.29 Dy. Commissioner (Appeals), Pune
2.11 Joint Commissioner (Appeal), Pune
Central Excise Act, 1944 Excise Duty 16.43 CESTAT, Mumbai
7.09 High Court, Bombay
1.96 Commissioner, Nashik
Customs Act,1962 Custom Duty 1.49 Dy. Commissioner Customs, Mumbai
2.50 Asst. Commissioner Customs, Mumbai
0.28 CESTAT, Mumbai

Annexure II
Installments due including interest outstanding as at March 31, 2020:
Rs. In Crores
Name of the Lenders/ Government 0-30 Days 31-60 Days 61- 90 Days More than 90 Days Total
Andhra Bank 1.74 0.87 0.93 96.84 100.38
Bank of Baroda 6.16 2.66 2.84 349.77 361.43
Central Bank of India 0.56 0.34 0.36 47.89 49.15
ICICI Bank Limited 0.83 - - 83.78 84.61
*Edelweiss Asset Reconstruction Co. Ltd. 2.08 0.70 0.76 52.40 55.94
IKB Deutsche Industrie Bank AG - - - 89.20 89.20
**Asset Reconstruction Company India Ltd. 27.70 18.73 23.47 1,153.25 1,223.15
*** SC Lowy Primary Investment Limited 0.44 - - 50.06 50.50
Total 39.51 23.30 28.36 1,923.19 2,014.36
* Loans Assigned by ICICI Bank Limited.
** Loans Assigned by Indian Overseas Bank, Bank of India, IDBI Bank, Bank of Maharashtra and State Bank of India.
***Loans Assigned by Bank of India.

Annexure III
Details of Managerial Remuneration paid / provided in excess of requisite approvals:
Rs. in Crores
Designation Amounts paid / provided Amounts paid / provided in Amounts due as recoverable from Steps taken
excess of the limit prescribed Balance Sheet for recovery
The Managing Director
Remuneration:
Paid 1.20 1.20 #1.20 -
Provided 0.60 0.60 - -
Executive Director
Remuneration:
Paid 0.15 0.15 #0.15 -
Provided 1.46 1.46 - -
Total 3.41 3.41 1.35
# Recoverable subject to approval of Lenders.
Rs.6.02 Crores up to Financial Year 2018-19 paid / provided.

38
Annual Report 2019-20

Annexure C : TO THE INDEPENDENT AUDITOR’S REPORT


(Referred to in paragraph 9 C (i) under ‘Report on Other Legal company’s internal financial controls system with reference to
and Regulatory Requirements’ section of our report of even date) standalone financial statements.
Report on the Internal Financial Controls with reference Meaning of Internal Financial Controls with reference to
to standalone financial statements under Clause (i) of Sub- standalone financial statements
section 3 of Section 143 of the Companies Act, 2013 (“the Act”) A company’s internal financial control with reference to
We have audited the internal financial controls with reference standalone financial statements is a process designed to provide
to standalone financial statements of ISMT Limited (“the reasonable assurance regarding the reliability of financial
company”) as of March 31, 2020 in conjunction with our audit of reporting and the preparation of standalone financial statements
the standalone financial statements of the Company for the year for external purposes in accordance with generally accepted
ended on that date. accounting principles. A company’s internal financial control
Management’s Responsibility for Internal Financial Controls with reference to standalone financial statements includes those
policies and procedures that (1) pertain to the maintenance of
The company’s management is responsible for establishing and records that, in reasonable detail, accurately and fairly reflect
maintaining internal financial controls based on the internal the transactions and dispositions of the assets of the company;
control with reference to standalone financial statements criteria (2) provide reasonable assurance that transactions are recorded
established by the company considering the essential components as necessary to permit preparation of financial statements in
of internal control stated in the Guidance Note on Audit of accordance with generally accepted accounting principles, and
Internal Financial Controls over Financial Reporting issued by the that receipts and expenditures of the company are being made only
Institute of Chartered Accountants of India. These responsibilities in accordance with authorisations of management and directors
include the design, implementation and maintenance of adequate of the company; and (3) provide reasonable assurance regarding
internal financial controls that were operating effectively for prevention or timely detection of unauthorised acquisition, use,
ensuring the orderly and efficient conduct of its business, or disposition of the company’s assets that could have a material
including adherence to company’s policies, the safeguarding of effect on the standalone financial statements.
its assets, the prevention and detection of frauds and errors, the Inherent Limitations of Internal Financial Controls with
accuracy and completeness of the accounting records, and the reference to standalone financial statements
timely preparation of reliable financial information, as required Because of the inherent limitations of internal financial controls
under the Companies Act, 2013. with reference to standalone financial statements, including the
Auditors’ Responsibility possibility of collusion or improper management override of
Our responsibility is to express an opinion on the company’s controls, material misstatements due to error or fraud may occur
internal financial controls with reference to standalone financial and not be detected. Also, projections of any evaluation of the
statements based on our audit. We conducted our audit in internal financial controls with reference to standalone financial
accordance with the Guidance Note on Audit of Internal statements to future periods are subject to the risk that the internal
Financial Controls Over Financial Reporting (the “Guidance financial control with reference to standalone financial statements
Note”) issued by the Institute of Chartered Accountants of India may become inadequate because of changes in conditions, or that
and the Standards on Auditing prescribed under Section 143(10) the degree of compliance with the policies or procedures may
of the Companies Act, 2013, to the extent applicable to an audit deteriorate.
of internal financial controls. Those Standards and the Guidance Opinion
Note require that we comply with ethical requirements and plan In our opinion, the company has, in all material respects, an
and perform the audit to obtain reasonable assurance about adequate internal financial controls system with reference to
whether adequate internal financial controls with reference to standalone financial statements and such internal financial
standalone financial statements was established and maintained controls with reference to standalone financial statements were
and if such controls operated effectively in all material respects. operating effectively as at March 31, 2020, based on the internal
control with reference to standalone financial statements criteria
Our audit involves performing procedures to obtain audit evidence established by the company considering the essential components
about the adequacy of the internal financial controls system with of internal control stated in the Guidance Note on Audit of
reference to standalone financial statements and their operating Internal Financial Controls Over Financial Reporting issued by
effectiveness. Our audit of internal financial controls with the Institute of Chartered Accountants of India.
reference to standalone financial statement included obtaining
For D N V & Co.
an understanding of internal financial controls with reference to
Chartered Accountants
standalone financial statements, assessing the risk that a material
Firm’s registration No.:102079W
weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed
CA Bharat Jain
risk. The procedures selected depend on the auditor’s judgement, Partner
including the assessment of the risks of material misstatement of Membership No.: 100583
the standalone financial statements, whether due to fraud or error. UDIN: 20100583AAAADD9101
We believe that the audit evidence we have obtained is sufficient Place: Mumbai
and appropriate to provide a basis for our audit opinion on the Date: July 31, 2020

39
BALANCE SHEET AS AT MARCH 31, 2020
Rs. In Crore
Particulars Note As at As at
No. March 31, 2020 March 31, 2019
ASSETS
Non - Current Assets
a) Property, Plant and Equipment 1.1 1,341.87 1,359.58
b) Capital Work-in-Progress 5.91 2.74
c) Financial Assets
i) Investments 1.2 200.23 199.62
ii) Trade Receivables 1.3 - -
iii) Loans 1.4 15.67 16.00
iv) Others Financial Assets 1.5 7.56 8.27
d) Deferred Tax Asset (Net) 1.6 82.05 82.05
e) Other Non Current Assets 1.7 46.50 49.18
Sub Total 1,699.79 1,717.44
Current Assets
a) Inventories 1.8 379.00 340.98
b) Financial Assets
i) Trade Receivables 1.9 238.10 295.04
ii) Cash and Cash Equivalents 1.10 28.03 30.02
iii) Bank Balance other than (ii) above 1.11 27.08 13.48
iv) Loans 1.12 1.15 1.14
v) Others Financial Assets 1.13 1.08 0.91
c) Current Tax Assets (Net) 1.14 1.90 4.16
d) Other Current Assets 1.15 55.17 67.10
Sub Total 731.51 752.83
Total Assets 2,431.30 2,470.27
EQUITY AND LIABILITIES
EQUITY
a) Equity Share Capital 1.16 73.25 73.25
b) Other Equity 1.17 (1,135.45) (892.33)
Total Equity (1,062.20) (819.08)
LIABILITIES
Non - Current Liabilities
a) Financial Liabilities
i) Borrowings 1.18 167.15 275.09
ii) Other Financial Liabilities 1.19 4.02 -
b) Provisions 1.20 7.40 6.66
c) Other Non -Current Liabilities 1.21 0.01 0.51
Sub Total 178.58 282.26
Current Liabilities
a) Financial Liabilities
i) Borrowings 1.22 1,016.16 1,058.23
ii) Trade Payables 1.23
- Dues of Micro and Small Enterprises 9.06 12.05
- Dues of Creditors other than Micro and Small Enterprises 97.34 87.55
iii) Other Financial Liabilities 1.24 2,175.09 1,831.14
b) Other Current Liabilities 1.25 14.97 15.96
c) Provisions 1.26 2.30 2.16
Sub Total 3,314.92 3,007.09
Total Equity and Liabilities 2,431.30 2,470.27
Significant Accounting Policies 2
Notes to Accounts 3
As per our report of even date
For D N V & Co For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No. 102079W B. R. Taneja Rajiv Goel
Managing Director Chief Financial Officer
CA Bharat Jain DIN NO:00328615 DIN NO:00328723
Partner Chetan Nathani
M. No.100583 Company Secretary
FCS NO:9836
Mumbai, July 31, 2020 Pune, July 31, 2020
40
Annual Report 2019-20

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2020
Rs. In Crore
Particulars Note 2019-20 2018-19
No.
INCOME
Revenue from Operations
Sale of Products 1.27 1,675.09 2,423.39
Less: Inter Segment Transfers 317.40 541.28
: Inter Division Transfers 78.07 86.67
Net Sales 1,279.62 1,795.44
Other Operating Income 1.28 24.67 29.66
Other Income 1.29 9.70 6.94
Total Income 1,313.99 1,832.04
EXPENSES:
Cost of Materials Consumed 1.30 706.81 971.63
Changes in Inventories of Finished Goods & Work-in-Progress 1.31 (42.71) 7.54
Employee Benefits Expense 1.32 135.07 132.84
Finance Costs 1.33 274.27 276.46
Depreciation 1.34 62.98 54.05
Other Expenses 1.35 425.79 600.16
Total Expenses 1,562.21 2,042.68
Profit / (Loss) Before Exceptional Item and Tax (248.22) (210.64)
Exceptional Item
i) Foreign Exchange (Gain)/Loss (5.84) (2.24)
ii) Depreciation on reclassification of assets held for sale - 20.38
Profit / (Loss) Before Tax (242.38) (228.78)
Tax Expenses
Current Tax - -
Deferred Tax - -
Earlier Years Tax (1.95) -
Profit / (Loss) for the Year (240.43) (228.78)
Other Comprehensive Income
a) Items that will not be reclassified to profit or loss
(i) Re-measurement of gain/ (loss) on defined benefit plans (2.69) (0.84)
(ii) Income tax effect on above - -
Other Comprehensive Income (2.69) (0.84)
Total Comprehensive Income for the year (243.12) (229.62)
Earnings Per Share (in Rs.) (Basic and Diluted) (16.41) (15.62)
(Face Value of Rs. 5/- each) (Refer Note No. 3.13 )
Significant Accounting Policies 2
Notes to Accounts 3
As per our report of even date
For D N V & Co For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No. 102079W B. R. Taneja Rajiv Goel
Managing Director Chief Financial Officer
CA Bharat Jain DIN NO:00328615 DIN NO:00328723
Partner Chetan Nathani
M. No.100583 Company Secretary
FCS NO:9836
Mumbai, July 31, 2020 Pune, July 31, 2020
41
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2020 Rs. In Crore
2019-20 2018-19
i) CASH FLOW FROM OPERATING ACTIVITIES :
Net Profit / ( Loss ) Before Tax (242.38) (228.78)
Adjustments for :
Depreciation 62.98 54.05
Depreciation on reclassification of assets held for sale - 20.38
Finance Costs 274.27 276.46
Interest Income (8.38) (4.49)
Unrealised Exchange (Gain) / Loss 3.88 5.98
Provision for Doubtful Debts - 4.86
Loss/ (Profit) on Sale of assets (net) 0.01 (0.01)
Investment write off - 0.02
Provision for expected credit loss - 0.05
Remeasurement of Defined Benefit Plan (2.69) 330.07 (0.84) 356.46
Operating Cash Profit before Working Capital Changes 87.69 127.68
Adjustments for working capital changes:
(Increase) / Decrease in trade receivable 60.82 (76.34)
(Increase) / Decrease in Inventories (38.03) (7.33)
(Increase) / Decrease in non current financial assets others 0.71 (1.42)
(Increase) / Decrease in non current loans 0.33 (2.33)
(Increase) / Decrease in other non current assets (1.27) (1.11)
(Increase) / Decrease in current loans (0.01) (0.27)
(Increase) / Decrease in other current financial assets 0.04 0.20
(Increase) / Decrease in other current assets 10.57 (4.08)
Increase / (Decrease) in trade payables 6.68 (1.96)
Increase / (Decrease) in other current financial liabilities (13.25) 12.94
Increase / (Decrease) in other current liabilities (0.98) (4.75)
Increase / (Decrease) in current provisions 0.14 (0.08)
Increase / (Decrease) in non current provisions 0.74 1.60
26.49 (84.93)
Taxes (Paid ) / Refund 4.20 (0.33)
Net Cash flow from Operating Activities 118.38 42.42

ii) CASH FLOW FROM INVESTING ACTIVITIES :


Purchase of Property, Plant and Equipment (16.84) (7.45)
Sale of Property, Plant and Equipment 0.02 0.04
Other Bank balance not considered as cash and cash
equivalent (13.59) 5.08
Interest received 7.45 3.56
Investments (0.61) (7.11)
Net Cash used in Investing Activities (23.57) (5.88)
iii) CASH FLOW FROM FINANCING ACTIVITIES :
Dividend Paid (0.46) (0.71)
Proceeds from /(Repayment of) Borrowings (82.13) (23.29)
Payment of Lease Liability (2.62) -
Interest Paid (11.59) (15.60)
Net Cash from Financing Activities (96.80) (39.60)
Net Increase / (Decrease) in Cash and Cash Equivalents (1.99) (3.06)
Cash and Cash Equivalents at the beginning of the year* 30.02 33.08
Cash and Cash Equivalents at the end of the year * 28.03 30.02
Net Increase / (Decrease) in Cash and Cash Equivalents (1.99) (3.06)

The cash flow statement is prepared using the “indirect method” set out in Ind AS 7 - “Statement of Cash Flows”.

42
Annual Report 2019-20

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2020 (Contd.)
*Cash and Cash Equivalents comprises the following Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
(a) Balance with Banks ( in current accounts) 5.34 14.82
(b) Cash in Hand 0.04 0.02
(c) Deposits with banks (maturity less than 3 months) 22.65 15.18
Cash and Cash Equivalents 28.03 30.02

As per our report of even date


For D N V & Co For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No. 102079W B. R. Taneja Rajiv Goel
Managing Director Chief Financial Officer
CA Bharat Jain DIN NO:00328615 DIN NO:00328723
Partner Chetan Nathani
M. No.100583 Company Secretary
FCS NO:9836
Mumbai, July 31, 2020 Pune, July 31, 2020

43
Notes to Financial Statement for the year ended March 31, 2020
NOTE NO. 1.1 PROPERTY, PLANT AND EQUIPMENT Rs. In Crore
Particulars Land Land Buildings Plant and Furni- Office Vehicles ROU of ROU of Total
Freehold Lease- machinery ture and Equip- Asset- Asset-Plant
hold # Fixtures ment Building @ &
Machinery
@
Cost or valuation
As at April 1, 2018 2.08 217.49 126.57 1,635.30 4.81 12.55 1.52 - - 2,000.32
Additions - - - * 12.58 0.01 0.16 0.21 - - 12.96
Additions on reclasifi-
cation of assets held for
sale ## 11.39 - 6.98 278.91 0.19 0.14 - - - 297.61
Disposals - - - - - - 0.43 - - 0.43
As at March 31, 2019 13.47 217.49 133.55 1,926.79 5.01 12.85 1.30 - - 2,310.46
Additions - - 2.94 * 30.45 0.01 0.26 0.08 3.67 7.88 45.29
Disposals - - - - - - 0.34 0.34
As at March 31, 2020 13.47 217.49 136.49 1,957.24 5.02 13.11 1.04 3.67 7.88 2,355.41
Depreciation
As at April 1, 2018 - 11.39 55.14 751.34 4.43 11.97 1.44 - - 835.71
Charge for the year - 3.23 1.98 48.67 0.05 0.12 - - - 54.05
Depreciation on reclas-
sification of assets held
for sale ## - - 4.71 56.52 0.17 0.13 - - - 61.53
Disposals - - - - - - 0.41 - - 0.41
As at March 31, 2019 - 14.62 61.83 856.53 4.65 12.22 1.03 - - 950.88
Charge for the year - 3.22 3.51 53.22 0.06 0.17 0.08 1.17 1.55 62.98
Disposals - - - - - - 0.32 0.32
As at March 31, 2020 - 17.84 65.34 909.75 4.71 12.39 0.79 1.17 1.55 1,013.54
Net Block
As at March 31, 2019 13.47 202.87 71.72 1,070.26 0.36 0.63 0.27 - - 1,359.58
As at March 31, 2020 13.47 199.65 71.15 1,047.49 0.31 0.72 0.25 2.50 6.33 1,341.87
# The company had revalued its Leasehold Land located at Ahmednagar and Baramati in the year 2014-15 . Additions so made, due to revaluation, in the
leasehold lands amounting to Rs. 210.46 Crore has been credited to Revaluation Reserve in the year 2014-15. Depreciation provided on the revalued amount of
Rs. 3.14 Crore (Previous Year Rs. 3.14 Crore ) has been transferred from Revaluation Reserve to General Reserve. Similarly additional depreciation attributable
to fair value adjustments consequent to Scheme of Arrangement sanctioned by the Hon’ble High Court, Bombay between The Indian Seamless Metal Tubes
Limited and the Company amounting to Rs.Nil Crore ( Previous Year Rs. 3.65 Crore ) has been transferred from Amalgamation Reserve to General Reserve.
@ Refer Note No 3.7
* Additions to Plant and Machinery includes Foreign Exchange Loss of Rs. 19.77 Crore (Previous Year Loss of Rs. 7.97 Crore).
## Represents additions on account of reclassification of assets held for sale including Foreign Exchange Loss of Rs.2.46 Crore.
NOTE NO. 1.2 NON CURRENT FINANCIAL ASSETS - INVESTMENTS Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
I) Investment in Equity Instruments-Unquoted
a) In Subsidiary Companies (At Cost)
i) ISMT Enterprises S.A.,Luxembourg 48.43 48.43
8,06,757 ( Previous Year 8,06,757) Equity Shares of Euro 10 each fully paid
ii) Tridem Port and Power Company Pvt. Ltd 2.58 2.58
25,80,300 (Previous Year 25,80,300) Equity Shares of Rs 10 each fully paid
iii) Indian Seamless INC. U.S.A. 1.78 1.78
3,17,900 (Previous Year 3,17,900 ) Equity Shares of USD 1 each fully paid
iv) Structo Hydraulics AB, Sweden 16.75 -
40,73,627 (Previous Year Nil) Equity Shares of SEK 5 each fully paid
Sub Total - I 69.54 52.79

44
Annual Report 2019-20

Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
II) Investment in Subsidiary – Equity Component ( At Cost) 130.69 146.83
(Refer Note. No. 3.15 )
Sub Total - II 130.69 146.83

Total Non Current Investment ( I+II) 200.23 199.62


Aggregate amount of unquoted investments 200.23 199.62
Financial assets carried at cost 200.23 199.62
NOTE NO. 1.3 NON CURRENT FINANCIAL ASSETS - TRADE RECEIVABLES Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Unsecured Considered Doubtful 27.51 27.51
Less: Provision for Doubtful 27.51 27.51
Total - -

NOTE NO. 1.4 NON CURRENT FINANCIAL ASSETS - LOANS Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Security Deposits 15.67 16.00
Total 15.67 16.00

NOTE NO. 1.5 NON CURRENT FINANCIAL ASSETS - OTHERS Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Security Deposits 7.56 8.27
(Including paid under protest)
Total 7.56 8.27

NOTE NO. 1.6 DEFERRED TAX ASSETS (Net) Rs. In Crore


Particulars As at As at
March 31, 2020 March 31, 2019
i) Deferred Tax Liabilities
Depreciation 257.95 250.89
257.95 250.89
ii) Deferred Tax Assets
a) Accumulated Tax Losses 153.18 160.21
b) Unabsorbed Tax Depreciation 178.34 178.34
c) Deduction eligible in future period in respect of expenses already debited to 422.80 331.10
the statement of Profit and Loss
754.32 669.65
Restricted to Deferred Tax Liabilities 257.95 250.89
iii) MAT Credit Entitlement 82.05 82.05
Deferred Tax Assets (Net) 82.05 82.05
Deferred Tax Assets have been recognised to the extent of Deferred Tax Liability under prudence.
NOTE NO. 1.7 NON CURRENT ASSETS - OTHERS Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
i) Capital Advances 1.46 1.52
ii) Deferred Expenses 0.80 3.43
iii) Statutory Refunds from Government Authorities 44.24 44.23
Total 46.50 49.18

45
Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
NOTE NO. 1.8 CURRENT ASSETS - INVENTORIES
(Valued at cost or net realisable value whichever is lower)
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
i) Raw Materials 92.70 108.28
ii) Work-in-progress 79.99 76.06
iii) Finished goods 114.10 75.32
iv) Stores, Spares and Consumables 92.21 81.32
Total 379.00 340.98

NOTE NO. 1.9 CURRENT FINANCIAL ASSETS - TRADE RECEIVABLES


(Net of bills discounted with Banks )
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Unsecured
Considered Good 242.27 299.21
Less: Provision for Expected Credit Loss 4.17 4.17
Total 238.10 295.04

NOTE NO. 1.10 CURRENT FINANCIAL ASSETS - CASH AND CASH EQUIVALENTS
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Cash and Cash Equivalents
i) Balances with Banks 5.34 14.82
ii) Cash on Hand 0.04 0.02
iii) Deposits with Banks (maturity less than 3 months) 22.65 15.18
Total 28.03 30.02

NOTE NO. 1.11 CURRENT FINANCIAL ASSETS - BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Other Earmarked Balances
i) Unclaimed Dividend Accounts - 0.46
ii) Unclaimed Debentures Accounts - 0.02
iii) Deposits with Banks 27.08 13.00
Total 27.08 13.48
Deposits with Banks includes:
Margin Money Deposits against Guarantees / Letter of Credit 0.02 4.90

NOTE NO. 1.12 CURRENT FINANCIAL ASSETS - LOANS


Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Unsecured , Considered Good
Loans and advances to Employees 1.15 1.14

Total 1.15 1.14

46
Annual Report 2019-20

Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
NOTE NO. 1.13 CURRENT FINANCIAL ASSETS - OTHERS
(UNSECURED, CONSIDERED GOOD)
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
i) Security Deposits 0.41 0.44
ii) Interest Receivables 0.67 0.47
Total 1.08 0.91

NOTE NO. 1.14 CURRENT TAX ASSETS (NET)


Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Taxes paid 1.90 4.35
Less: Provision for Tax - 0.19
Total 1.90 4.16

NOTE NO. 1.15 OTHER CURRENT ASSETS


Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
i) Balance with Custom, Excise and GST 6.77 1.32
ii) Export Incentives and Other Refunds 17.96 25.37
iii) Prepaid Expenses 3.87 4.99
iv) Deferred Expenses 0.53 0.99
v) Others 26.04 34.43
Total 55.17 67.10

NOTE NO. 1.16 EQUITY SHARE CAPITAL


Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Authorised
i) 17,50,00,000 ( Previous Year 17,50,00,000) Equity Shares of Rs.5/- each. 87.50 87.50
ii) Unclassified Shares 71.00 71.00
158.50 158.50
Issued, Subscribed and fully Paid up:
14,65,01,383 (Previous Year 14,65,01,383 ) 73.25 73.25
Equity Shares of Rs 5/- each fully paid.
The Company has only one class of issued shares having par value of Rs. 5 /- each holder of equity shares is entitled to one vote per
share.
The reconciliation of number of shares outstanding and the amount of share capital is set-out below.

Particulars March 31, 2020 March 31, 2019


Equity Shares Rs. in Crore Equity Shares Rs. in Crore
Number Number
Shares outstanding at the beginning of the year 14,65,01,383 73.25 14,65,01,383 73.25
Shares issued during the year - - - -
Shares bought back during the year - - - -
Shares outstanding at the end of the year 14,65,01,383 73.25 14,65,01,383 73.25

47
Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
The details of shareholders holding more than 5% shares.
Particulars March 31, 2020 March 31, 2019
No. of Shares % of Holding No. of Shares % of Holding
held held
Indian Seamless Enterprises Limited 69,020,151 47.11% 68,918,858 47.04%
Jiten Kirtanlal Shah 7,418,640 5.06% 7,418,640 5.06%

During the period of five years immediately preceding the balance sheet date , there are no shares issued without payment being
received in cash, issued as bonus shares and shares bought back by the Company.
NOTE NO. 1.17 OTHER EQUITY
Rs. In Crore
Particulars Reserve and Surplus Items of Other Total
Comprehensive
Income
Items that will not
be reclassified to
profit or Loss
Capital Capital Revaluation Amalgamation Reserve for General Retained Re-measurement
Reserve Redemption Reserve Reserve Contingencies Reserve Earnings of the net defined
Reserve benefit plans
As at April 1, 2018 (A) 6.94 80.60 200.26 3.65 1.91 424.12 (1,381.53) 1.34 (662.71)
Adjustments:
Add : Transferred to General - - (3.14) (3.65) (1.91) 8.70 - - -
Reserves
Add: Remeasurement of the net - - - - - - - (0.84) (0.84)
defined benefit plans
Add: Profit / (Loss) for the year - - - - - - (228.78) - (228.78)
Total (B) - - (3.14) (3.65) (1.91) 8.70 (228.78) (0.84) (229.62)
As at March 31, 2019 (C) = 6.94 80.60 197.12 - - 432.82 (1,610.31) 0.50 (892.33)
(A) + (B)
Adjustments:
Add : Transferred to General - - (3.14) - - 3.14 - - -
Reserves
Add: Remeasurement of the net - - - - - - - (2.69) (2.69)
defined benefit plans
Add : Transferred from Retained - - - - - - 1.20 (1.20) -
Earnings
Add: Profit / (Loss) for the year - - - - - - (240.43) - (240.43)
Total (D) - - (3.14) - - 3.14 (239.23) (3.89) (243.12)
As at March 31, 2020 (E) = 6.94 80.60 193.98 - - 435.96 (1,849.54) (3.39) (1,135.45)
(C) + (D)

NATURE AND PURPOSE OF RESERVES


A Capital Reserve
Represents application money on Equity Share Warrants not exercised.
B Capital Redemption Reserve
Represents Reserve created at the time of redemption of Preference Shares.
C Revaluation Reserve
Represents revaluation of Leasehold Land located at Ahmednagar and Baramati.
D Amalgamation Reserve
Arising out of the Scheme of Arrangement between The Indian Seamless Metal Tubes Limited and the Company.
E Reserve for Contingencies
Arising out of the Scheme of Arrangement between the Company and Jejuri Steel & Alloys Ltd..
F General Reserve
Represents profit transferred from Statement of Profit and Loss Account and are available for distribution to Shareholders.
G Retained Earnings
Represents Net Loss incurred by the Company as on March 31, 2020.

48
Annual Report 2019-20

Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
NOTE NO. 1.18 NON CURRENT FINANCIAL LIABILITIES - BORROWINGS Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
SECURED LOANS :
Term Loans :
i) Banks
a) Rupee Loans 37.71 63.47
b) Foreign Currency Loans - 6.50
37.71 69.97
ii)Assigned Term Loans *
Rupee Loans 121.27 194.89
UNSECURED LOANS :
i) Sales Tax Deferral Loan 0.42 3.40
ii) Others – Associate Company 7.75 7.75
Less : Ind AS Fair Value Adjustments - 0.92
7.75 6.83
Total 167.15 275.09

* Term Loans assigned by Banks to Asset Reconstruction Companies (ARC’s) .


Security
i) Term Loans of Rs. 774.93 Crore (including current maturities of Rs.656.45 Crore) (Previous Year Rs 809.09 Crore including
maturities of Rs. 606.34 Crore ) are stipulated to be secured by a first charge ranking pari passu on the Company’s immovable
properties and movable fixed assets both present and future with other term lenders, excluding term loan lenders where exclusive
charge on movable fixed assets as mentioned in clause (iii) and (iv) has been stipulated and assets of Captive Power Project of the
Company located at Chandrapur district as mentioned in clause (v). These loans are further stipulated to be secured by a second
charge ranking pari passu by way of hypothecation with other term lenders on the current assets of the Company on which the
first pari passu charge is stipulated to be covered in favour of consortium of banks as mentioned in Note No. 1.22.
(ii) Term Loans of Rs. 108.00 Crore (including current maturities of Rs. 67.50 Crore) (Previous Year Rs 108.00 Crore including
maturities of Rs. 41.85 Crore) are stipulated to be secured by a first charge ranking pari passu on the Company’s immovable
properties and movable fixed assets both present and future with other term lenders, excluding term loan lenders where exclusive
charge on movable fixed assets as mentioned in clause (iv) has been stipulated and on assets of Captive Power Project of the
Company located at Chandrapur district as mentioned in clause (v). These loans are further stipulated to be secured by a second
charge ranking pari passu by way of hypothecation with other term lenders on the current assets of the Company on which the
first pari passu charge is stipulated to be covered in favour of consortium of banks.
iii) Term Loans of Rs. 12.85 Crore ( including current maturities of Rs. 12.85 Crore ) (Previous Year Rs. 12.76 Crore including
maturities of Rs.12.76 Crore ) are stipulated to be secured by exclusive charge on the equipment financed.
iv) Term Loans of Rs. 91.99 Crore ( including current maturities of Rs. 91.99 Crore ) (Previous Year Rs. 84.42 Crore including
maturities of Rs.77.92 Crore) are stipulated to be secured by exclusive charge on the equipment financed.
v) Term Loans of Rs. 114.44 Crore (including current maturities of Rs.114.44 Crore ) ( Previous Year Rs. 107.56 Crore including
maturities of Rs. 107.56 Crore) are stipulated to be secured by first charge ranking pari passu on the Company’s immovable
properties and movable fixed assets relating to Captive Power Projects of the Company located in Chandrapur district.
vi) Further out of the above term loans from banks, loans amounting to Rs.400.50 Crores are further secured by unencumbered
properties located at Ahmednagar and Jejuri and also personal guarantee given by Mr. B. R. Taneja (Promoter and the Managing
Director of the Company).
vii) Maturity Schedule
Particulars 1-2 year 2-3 year 3-4 year Beyond 4 years
a) Secured Term Loans 99.07 59.91 - -
b) Sales Tax Deferral Loan 2.47 0.51 - -

viii) Unsecured interest free Loan from Associate Company is towards promoter’s contribution and as such there are no specific
terms of repayment.

49
Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
NOTE NO. 1.19 NON CURRENT FINANCIAL LIABILITIES - OTHERS
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Lease Liabilities 4.02 -
(Refer Note No.3.7)
Total 4.02 -

NOTE NO. 1.20 NON CURRENT LIABILITIES - PROVISIONS


Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Provision for Employee Benefits
Leave Encashment 7.40 6.66
Total 7.40 6.66

NOTE NO. 1.21 OTHER NON CURRENT LIABILITIES


Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Deferred - Sales Tax 0.01 0.51
Total 0.01 0.51

NOTE NO. 1.22 CURRENT FINANCIAL LIABILITIES - BORROWINGS


Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
SECURED
Loans Repayable on Demand
Working Capital Borrowings- Banks
Rupee Loans 169.75 183.17
Assigned Working Capital Borrowings *
Rupee Loans 815.09 843.74
Unsecured
Assigned Working Capital Borrowings *
Rupee Loans 31.32 31.32
Total 1,016.16 1,058.23

*Working Capital Borrowings assigned by Banks to ARC’s .


Security
Working Capital Borrowings from Consortium Banks is secured by first charge ranking pari passu by hypothecation in respect of
current assets of the Company present and future and are further secured by a second pari passu charge on the Company’s immovable
properties and all movable fixed assets both present and future as referred in Note No. 1.18 (i).

NOTE NO. 1.23 CURRENT FINANCIAL LIABILITIES - TRADE PAYABLES


Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Other Trade Payables
i) Dues of Micro and Small Enterprises 9.06 12.05
(Refer Note No.3.6 )
ii) Dues of Creditors other than Micro and Small Enterprises 97.34 87.55
Total 106.40 99.60

50
Annual Report 2019-20

Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
NOTE NO. 1.24 CURRENT FINANCIAL LIABILITIES - OTHERS
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Current Maturities of Long-Term Debt
a) SECURED
Term Loans – Banks
i) Rupee Loans 150.62 174.96
ii) Foreign Currency Loans 278.11 253.76
@ 428.73 @ 428.72
Assigned Term Loans *
i) Rupee Loans 465.89 372.41
ii) Foreign Currency Loans 48.61 45.30
@ 514.50 @ 417.71
b) UNSECURED
Sales Tax Deferral Loan 2.47 5.06
c) Other Payables – Capital creditors 3.95 3.72
d) Interest accrued but not due on borrowings 0.63 0.61
e) Interest accrued and due on borrowings ** 1,177.58 916.52
f) Unclaimed dividends - 0.46
g) Provision for Expenses 28.68 35.19
h) Other Liabilities 16.66 23.15
i) Lease Liabilities 1.89 -
(Refer Note No 3.7)
Total 2,175.09 1,831.14

Rs. In Crore
Delay in No. of Days As at As at
March 31, 2020 March 31, 2019
Principal @ Interest ** Principal @ Interest **
0 - 30 Days 16.67 22.84 22.28 23.44
31 - 60 Days 3.94 19.36 6.69 18.70
61 - 90 Days 7.67 20.70 13.42 20.70
More than 90 Days 808.50 1,114.68 657.78 853.68
Total 836.78 1,177.58 700.17 916.52

Over due amount of interest and principal installments as on March 31, 2020 are disclosed based on the terms of sanction of loans.
(Refer Note No. 3.19 of Notes to Accounts).
* Term Loans assigned by Banks to ARC’s.
** Interest accrued and due on borrowings includes Rs. 888.69 Crore (Previous Year Rs.483.08 Crore) assigned by Banks to ARC’s.

NOTE NO. 1.25 OTHER CURRENT LIABILITIES


Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
i) Advances From Customers 12.32 12.48
ii) Deferred Sales Tax 0.16 0.84
iii) Deferred Income - 0.73
iv) Other Liabilities 2.49 1.91
Total 14.97 15.96

51
Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
NOTE NO. 1.26 CURRENT LIABILITIES - PROVISIONS
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Provision for Employee Benefits
i) Gratuity 0.48 0.46
ii) Leave Encashment 1.09 0.89
iii) Superannuation 0.73 0.81
Total 2.30 2.16

NOTE NO. 1.27 REVENUE FROM OPERATIONS


SALE OF PRODUCTS
Rs. In Crore
Particulars 2019-20 2018-19
i) Tube 1,059.55 1,403.88
ii) Steel 615.54 1,019.51
Gross Sales 1,675.09 2,423.39

NOTE NO. 1.28 OTHER OPERATING REVENUE (GROSS)


Rs. In Crore
Particulars 2019-20 2018-19
Other Operating Revenues
i) Sale of Scrap ( Gross) 64.76 79.11
Less : Inter Segment Transfers 46.17 58.77
18.59 20.34
ii) Export Incentives 6.08 9.32
Total 24.67 29.66

NOTE NO. 1.29 OTHER INCOME


Rs. In Crore
Particulars 2019-20 2018-19
i) Interest Income 6.57 2.70
(Refer Note. No. 3.21)
ii) Miscellaneous Income 0.40 1.15
iii) Interest Income on financial instruments measured at amortised cost 1.81 1.79
iv) Government Grant-Sales Tax Deferral 0.92 1.30
Total 9.70 6.94

NOTE NO. 1.30 COST OF RAW MATERIAL CONSUMED


Rs. In Crore
Particulars 2019-20 2018-19
Opening Stock 108.28 82.78
Add : Purchases made during the year 691.23 997.13
799.51 1,079.91
Less : Closing Stock 92.70 108.28
Total 706.81 971.63

52
Annual Report 2019-20

Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
RAW MATERIAL CONSUMED
Rs. In Crore
Particulars 2019-20 2018-19
Tube Segment
Steel Bars 657.54 931.17
Less : Inter Segment Transfer 313.08 534.09
Net Consumption 344.46 397.08
Steel Segment
i) Pig & Sponge Iron, DRI and Steel Scrap 348.99 540.89
ii) Ferro Alloys 59.53 92.42
408.52 633.31
Less : Inter Segment Transfer 46.17 58.76
Net Consumption 362.35 574.55
Total Raw Material Consumed 706.81 971.63

NOTE NO. 1.31 CHANGE IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGRESS


Rs. In Crore
Particulars 2019-20 2018-19
Closing Stock
i) Finished goods 114.10 75.32
ii) Work-in-Progress 79.99 76.06
194.09 151.38
Opening Stock
i) Finished goods 75.32 99.53
ii) Work-in-Progress 76.06 59.39
151.38 158.92
(Increase)/ Decrease in Inventories
i) Finished Goods (38.78) 24.21
ii) Work-in-Progress (3.93) (16.67)
Total (42.71) 7.54

PRODUCTWISE DETAILS OF CLOSING WORK-IN-PROGRESS


Rs. In Crore
Particulars 2019-20 2018-19
i) Tube 56.65 64.91
ii) Steel 23.34 11.15
Total 79.99 76.06

NOTE NO. 1.32 EMPLOYEE BENEFITS EXPENSE


Rs. In Crore
Particulars 2019-20 2018-19
i) Salaries, Wages, Bonus and Allowances # 112.99 113.29
ii) Contributions to Provident Fund & Other Funds # 14.33 11.22
iii) Staff Welfare Expenses 7.75 8.33
Total 135.07 132.84

# includes remuneration paid / payable to the Managing Director and Executive Director amounting to Rs. 3.41 Crore (Previous Year
of Rs. 3.16 Crore) is subject to approval of Lenders.

53
Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
NOTE NO. 1.33 FINANCE COSTS Rs. In Crore
Particulars 2019-20 2018-19
i) Interest Expenses
a) Term Loans 119.69 119.31
b) Working Capital and others 139.83 143.20
c) Others 2.22 1.87
261.74 264.38
ii) Other Finance Costs * 1.76 5.96
iii) Exchange Difference regarded as an adjustment to Interest 10.77 6.12
Cost
Total 274.27 276.46
* Net of interest cost on Employee Defined Benefits Plan- Gain of Rs. 0.13 Crore ( Previous Year Gain of Rs. 0.04 Crore).
NOTE NO. 1.34 DEPRECIATION Rs. In Crore
Particulars 2019-20 2018-19
Depreciation for the year 62.98 54.05
Total 62.98 54.05

NOTE NO. 1.35 OTHER EXPENSES


Rs. In Crore
Particulars 2019-20 2018-19
i) Materials
a) Stores and Spares 44.40 67.22
b) Consumables 59.19 103.59 124.19 191.41
ii) Energy
a) Power Charges 163.74 199.05
b) Fuel 54.11 73.50
c) Gases 16.03 16.83
iii) Direct Manufacturing 233.88 289.38
a) Processing Charges 7.05 8.22
b) Other Direct Expenses 23.44 32.09
c) Repairs Maintenance to Plant and Machinery 4.77 6.15
d) Repairs to Factory Building 0.43 0.97
e) Machine Rentals - 1.71
35.69 49.14
iv) Selling & Distribution
a) Freight Charges 16.03 22.33
b) Commission on Sales 5.81 6.41
c) Selling and Other Expenses 1.44 2.42
23.28 31.16
v) Administrative Expenses
a) Rent 0.05 1.33
b) Rates and Taxes 0.55 0.95
c) Travelling 2.82 2.82
d) Communication 0.86 1.05
e) Repair and Maintenance (Others) 0.39 0.56
f) Insurance 1.41 1.03
g) Equipment Lease Rentals 0.72 0.71
h) Loss on Sale of Assets * - -
i) Miscellaneous Expenses 22.55 30.62
(Refer Note. No. 3.14) 29.35 39.07
Total 425.79 600.16
* Loss on Sale of Assets Rs. 38,325/- (Previous Year Rs. 24,902/-)

54
Annual Report 2019-20

Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
1. Corporate Information: • There is no unconditional right to defer the settlement
ISMT Limited (“ISMT” or “the Company”) is a of liability for at least twelve months after the
public limited company incorporated in India (CIN: reporting period.
L27109PN1999PLC016417) having its registered office in All other liabilities are classified as non-current.
Pune. The Company is mainly engaged in manufacturing of
seamless tubes and engineering steels.
2.4 Revenue Recognition:
These financial statements for the year ended March 31,
The Company derive revenue primarily from manufacturing
2020 were approved for the issue by the Board of Directors
of seamless tubes and engineering steels.
at their Board Meeting dated July 31, 2020.
The Company follows specific recognition criteria as
2. Significant Accounting Policies:
described below before the revenue is recognized.
2.1 Basis of Preparation:
i Sales :
The financial statements of the Company are prepared in
a) Revenue from contracts with customers
accordance with Indian Accounting Standards (Ind AS)
is recognised when the entity satisfies a
notified under section 133 of the of the Companies Act
performance obligation by delivering a promised
2013 (“Act”) read with Companies (Indian Accounting
goods or service to customer at an amount that
Standards) Rules, 2016; as amended and the other relevant
reflects the consideration to which the Company
provisions of the Act and Rules there under.
expects to be entitled in exchange for those
The financial statements have been prepared on a historical goods or services.
cost basis except for certain financial assets and financial
Revenue is measured at the fair value of the
liabilities (including financial instruments) which have
consideration received or receivable, taking into
been measured at fair value at the end of each reporting
account contractually defined terms of payment
period as explained in the accounting policies stated below.
but excluding taxes or duties collected on
2.2 Functional and presentation currency and Rounding off behalf of the government and net of returns and
of the amounts: allowances, trade discounts and volume rebates.
The functional and presentation currency of the Company b) Inter Division Transfer represents transfer of
is Indian rupees. These standalone financial statements are finished / semi-finished products within the
presented in Indian rupees and all values are stated in Crore Segment for further processing and sale.
of Rupees except otherwise indicated. Due to rounding
ii Other Operating Revenue:
off, the numbers presented throughout the document may
not add up precisely to the totals and percentages may not Other Operating revenue comprises of following
precisely reflect the absolute figures. items:
2.3 Current versus non-current classification: • Export incentives
The Company has classified all its assets and liabilities • Sale of scrap
under current and non-current as required by Ind AS 1- Export Incentives are recognized when right to receive
Presentation of Financial Statements. The asset is treated as credit as per prevalent scheme is established in respect
current when it is: of the exports made and when there is no significant
• Expected to be realized or intended to be sold or uncertainty regarding realization of such claim.
consumed in normal operating cycle; iii Interest Income:
• Held primarily for purpose of trading; Interest income from financial assets is
• Expected to be realized within twelve months after the recognized using effective interest rate method.
reporting period; or 2.5 Property, Plant and Equipment (PPE):
• Cash or cash equivalent unless restricted from being i Property, plant and equipment are stated at their
exchanged or used to settle a liability for at least original cost of acquisition including taxes, duties,
twelve months after the reporting period. freight, other incidental expenses related to acquisition
All other assets are classified as non-current and installation of the concerned assets and exclude
refundable taxes and duties.
All liabilities are current when:
ii Subsequent costs are included in the asset’s
• It is expected to be settled in normal operating cycle;
carrying amount or recognised as a separate asset,
• It is held primarily for the purpose of trading; as appropriate, only when it is probable that future
• It is due to be settled within twelve months after the economic benefits associated with the item will flow
reporting period; or to the entity and the cost can be measured reliably.
When significant parts of plant and equipment are

55
Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
required to be replaced at intervals, the Company dismantle and remove the underlying asset or to restore the
depreciates them separately based on their specific underlying asset or the site on which it is located, less any
useful lives. All other repairs and maintenance costs lease incentives received.
are recognized as expense in statement of profit and The right-of-use asset is subsequently depreciated using
loss as and when incurred. the straight-line method from the commencement date to
iii All incidental expenses incurred during project the earlier of the end of the useful life of the right-of-use
implementation, for the project as well as trial asset or the end of the lease term. The estimated useful lives
run expenses are treated as expenditure during of right-of-use assets are determined on the same basis as
construction and are capitalized. those of Property, Plant and Equipment. In addition, the
2.6 Depreciation: right-of-use asset is periodically reduced by impairment
losses, if any, and adjusted for certain re-measurements of
i Leasehold Land is amortized over lease period.
the lease liability.
ii Depreciation on Plant & Machinery other than Captive
The lease liability is initially measured at the present value
Power Plant is provided on its useful life estimated
of the lease payments that are not paid at the commencement
by the management on Written Down Value method.
date, discounted using the interest rate implicit in the lease
For these classes of assets, based on the technical
or, if that rate cannot be readily determined, the Company’s
evaluation carried out by the external experts, the
incremental borrowing rate. Generally, the Company uses
management has estimated the useful lives in the
its incremental borrowing rate as the discount rate.
range of 8 years to 65 years.
The lease liability is subsequently measured at amortised
iii Depreciation on Building and Plant & Machinery of
cost using the effective interest method. It is re-measured
Captive Power Plant is provided as per the useful life
when there is a change in future lease payments arising
specified in Part ‘C‘ of Schedule II of the Companies
from a change in an index or rate, if there is a change in the
Act, 2013 on Straight Line Method.
Company’s estimate of the amount expected to be payable
iv Deprecation on Furniture & Fixtures, Office under a residual value guarantee, or if the Company changes
Equipment and vehicle is provided as per the useful life its assessment of whether it will exercise a purchase,
specified in Part ‘C‘ of Schedule II of the Companies extension or termination option.
Act, 2013 on Written Down Value Method.
When the lease liability is re-measured in this way, a
v The management believes that the estimated useful corresponding adjustment is made to the carrying amount
lives are realistic and reflects fair approximation of the right-of-use asset, or is recorded in statement of profit
of the period over which the assets are likely to be and loss if the carrying amount of the right-of-use asset has
used. At each financial year end, management been reduced to zero.
reviews the residual values, useful lives and method
Short-term leases and leases of low-value assets:
of depreciation of property, plant and equipment and
values of the same are adjusted prospectively where The Company has elected not to recognise right-to-use
needed. assets and lease liabilities for short-term lease that have
a lease term of 12 months or less and leases of low-value
2.7 Leases:
assets. The Company recognises the lease payments
The Company’s leased assets consist of leases for Buildings associated with these leases as an operating expense as per
and Plant and Machinery. At inception of a contract, the the terms of the lease.
Company assesses whether a contract is, or contains, a lease.
2.8 Inventories:
A contract is or contains, a lease if the contract conveys the
right to control the use of an identified asset for a period i. Classification: Scrap generated from Tube Segment is
of time in exchange for consideration. To assess whether a classified as raw material as the same is mostly used
contract conveys the right to control the use of an identified by Steel Segment.
asset, the Company assesses whether: (i) the contract ii. Valuation
involves the use of an identified asset (ii) the Company has a) Raw Materials are valued at lower of cost or net
the right to obtain substantially all of the economic benefits realisable value. Cost is determined on weighted
from use of the asset throughout the period of use; and (iii) average basis.
the Company has the right to direct the use of the asset.
b) Semi-finished and finished goods are valued at
The Company recognises a right-of-use asset and a lease lower of cost or net realisable value. The cost
liability at the lease commencement date. The right-of-use includes raw material on weighted average basis,
asset is initially measured at cost, which comprises the labour cost, manufacturing expenses, production
initial amount of the lease liability adjusted for any lease overheads and depreciation.
payments made at or before the commencement date, plus
c) Stores, Spares and Coal are valued at cost
any initial direct costs incurred and an estimate of costs to

56
Annual Report 2019-20

Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
determined on weighted average basis except Foreign currency denominated monetary assets and
for those which have a longer usable life, which liabilities at the Balance Sheet date are translated at the
are valued on the basis of their remaining useful exchange rate prevailing on the date of Balance Sheet.
life. Exchange rate differences resulting from foreign currency
iii. Inventories include goods in transit under the transactions settled during the period including year-end
appropriate heads. translation of assets and liabilities are recognized in the
2.9 Employee Benefits: statement of profit and loss.
i. Defined Contribution Plan Non-monetary assets, which are measured in terms of
historical cost denominated in a foreign currency, are
The Company makes defined contribution to
reported using the exchange rate at the date of the initial
Provident Fund and Superannuation Schemes, which
transaction.
are recognized in the statement of profit and loss on
accrual basis. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the
ii. Defined Benefit Plan
date when the fair value was measured. The gain or loss
• Superannuation Plan: arising on translation of non-monetary items measured
Some employees of the Company are entitled at fair value is treated in line with the recognition of the
to superannuation, a defined contribution plan gain or loss on the change in fair value of the item (i.e.
which is administrated through Life Insurance translation differences on items whose fair value gain or
Corporation of India (“LIC”). Superannuation loss are also recognized in OCI or statement of profit and
benefits are recognized in the statement of profit loss, respectively).
and loss. The Company has availed the exemption available in IND
• Leave Encashment: AS 101, to continue capitalisation of foreign currency
The Company provides for the liability at year fluctuation on long term foreign currency monetary
end on account of un availed earned leave as per liabilities outstanding on transition date (April 1, 2016).
the actuarial valuation. 2.12 Borrowing Costs:
• Gratuity: Borrowing Costs directly attributed to the acquisition of
The Company provides for gratuity obligations fixed assets are capitalized as a part of the cost of asset up
through a Defined Benefits Retirement plan to the date the asset is put to use. Other Borrowing Costs
(‘The Gratuity Plan’) covering all employees. are charged to the statement of profit and loss in the year in
The present value of the obligation under such which they are incurred.
Defined benefits plan is determined based on 2.13 Government Incentives:
actuarial valuation using the Project Unit Credit Government grants are recognized where there is
method with actuarial valuations being carried reasonable assurance that the grant will be received and all
out at the end of each reporting period. attached conditions will be complied with. When the grant
Re-measurements, comprising of actuarial relates to an expense item, it is recognized as income on a
gains and losses, are recognized immediately systematic basis over the periods that the related costs, for
in the balance sheet with a corresponding debit which it is intended to compensate, are expensed. When the
or credit to retained earnings through other grant relates to an asset, it is recognized as income in equal
comprehensive income in the period in which amounts over the expected useful life of the related asset.
they occur. Re-measurements are not reclassified When loans or similar assistance are provided by
to statement of profit and loss in subsequent governments or related institutions, with an interest rate
periods. below the current applicable market rate, the effect of this
The Company operates a defined benefit plan favourable interest is regarded as a government grant. The
for gratuity, which requires contributions to be loan or assistance is initially recognized and measured at
made to a separately administered fund. fair value and the government grant is measured as the
2.10 Research and Development: difference between the initial carrying value of the loan and
the proceeds received. The loan is subsequently measured
Research and Development costs (other than costs of fixed
as per accounting policy applicable to financial liabilities.
assets acquired) are charged to statement of profit and loss
in the year in which they are incurred. 2.14 Cash and cash equivalents:
2.11 Foreign Currency Transactions: Cash and cash equivalents comprises cash on hand and at
bank and demand deposits with banks which are short-term,
Transactions in foreign currency are recorded at the
highly liquid investments with original maturities of three
exchange rate prevailing on the date of the transaction.
months or less, that are readily convertible into a known

57
Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
amounts of cash and which are subject to an insignificant categories:
risk of changes in value. i. Financial asset carried at amortized cost
2.15 Fair Value Measurement: (net of any write down for impairment,
The Company measures certain financial instruments at fair if any):
value at each balance sheet date. Certain accounting policies Financial assets are measured at amortized
and disclosures require the measurement of fair values, cost when asset is held within a business
for both financial and non-financial assets and liabilities. model, whose objective is to hold assets
The Company has an established control framework with for collecting contractual cash flows and
respect to the measurement of fair values and the valuation contractual terms of the asset give rise on
team regularly reviews significant unobservable inputs and specified dates to cash flows that are solely
valuation adjustments. payments of principal and interest. Such
Fair values are categorised into different levels in a fair financial assets are subsequently measured
value hierarchy based on the inputs used in the valuation at amortized costs using Effective Interest
techniques as follows: Rate (EIR) method less impairment, if
any. The losses arising from impairment
Level 1 — quoted (unadjusted) market prices in active
are recognized in the statement of profit
markets for identical assets or liabilities
and loss. Cash and bank balances, trade
Level 2 — inputs other than quoted prices included within receivables, loans and other financial asset
Level 1 that are observable for the asset or liability, either of the Company are covered under this
directly (i.e. as prices) or indirectly (i.e. as derived from category.
prices)
ii. Financial asset carried at fair value
Level 3 –inputs for the asset or liability that are not based through other comprehensive income
on observable market data (unobservable inputs) (FVTOCI):
When measuring the fair value of an asset or a liability, the Financial asset under this category are
Company uses observable market data as far as possible. measured initially as well as at each
If the inputs used to measure the fair value of an asset or a reporting date at fair value, when asset
liability fall into a different level of the fair value hierarchy, is held with a business model whose
then the fair value measurement is categorised in its entirely objective is to hold asset for both collecting
in the same level of the fair value hierarchy as the lowest contractual cash flows and selling
level input that is significant to the entire measurement. financial assets. Fair value movements
2.16 Financial instruments: are recognized in the other comprehensive
The Company recognizes financial assets and financial income.
liabilities when it becomes party to the contractual iii. Financial asset carried at fair value
provisions of the instrument. through profit or loss (FVTPL):
I. Financial Assets: Financial asset under this category are
a) Initial recognition and measurement: measured initially as well as at each
reporting date at fair value. Changes in fair
Financial assets are initially measured at its
value are recognized in the statement of
fair value. Transaction costs that are directly
profit and loss.
attributable to the acquisition or issue of
financial assets (other than financial assets c) Investment in subsidiaries:
at fair value through profit or loss) are added Investments in Subsidiaries are recorded at cost
to or deducted from the fair value of the and reviewed for impairment at each reporting
concerned financial assets, as appropriate, on date.
initial recognition. Transaction costs directly d) Other equity instruments:
attributable to acquisition of financial assets at
All other equity instruments are measured as
fair value through profit or loss are recognized
fair value, with value changes recognized in
immediately in statement of profit and loss.
statement of profit and loss, except for those
However, trade receivable that do not contain a
equity instrument for which the Company has
significant financing component are measured at
elected to present the value changes in ‘Other
transaction price.
Comprehensive Income’.
b) Subsequent measurement:
e) De-recognition of Financial Assets:
For subsequent measurement, the Company
A financial asset is primarily derecognized when
classifies financial asset in following broad
rights to receive cash flows from the asset have

58
Annual Report 2019-20

Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
expired or the Company has transferred its trade and other payables, loans and borrowings
contractual rights to receive cash flows of the including bank overdrafts and derivative
financial asset and has substantially transferred financial instruments.
all the risk and reward of the ownership of the b) Subsequent measurement:
financial asset.
Financial liabilities are carried at amortized cost
f) Impairment of financial asset: using the Effective Interest Rate (EIR) method.
In accordance with Ind AS 109, the Company For trade and other payable maturing within
uses ‘Expected Credit Loss’ (ECL) model, for one year from balance sheet date, the carrying
evaluating impairment of financial assets other amount approximate fair value due to short
than those measured at fair value through profit maturity of these instruments.
or loss (FVTPL). c) De-recognition of financial liabilities:
ECL is the difference between all contractual A financial liability is derecognized when the
cash flows that are due to the Company in obligation under the liability is discharged or
accordance with the contract and all the cash cancelled or expires. When an existing financial
flows that the entity expects to receive (i.e. liability is replaced by another from the same
all cash shortfalls), discounted at the original lender on substantially different terms, or the
effective interest rate. terms of an existing liability are substantially
Lifetime ECL are the expected credit losses modified, such an exchange or modification
resulting from all possible default events over is treated as the de-recognition of the original
the expected life of a financial asset. 12-month liability and the recognition of a new liability.
ECL is a portion of the lifetime ECL which The difference in the respective carrying
results from default events that are possible amounts is recognized in the statement of profit
within 12 months from the reporting date. and loss.
For trade receivables the Company applies III. Offsetting of Financial Instruments:
‘simplified approach’ which requires expected Financial assets and Financial Liabilities are offset
lifetime losses to be recognised from initial and the net amount is reported in the balance sheet
recognition of the receivables. The Company if there is a currently enforceable legal right to offset
uses historical default rates to determine the recognised amounts and there an intention to settle
impairment loss on the portfolio of trade on a net basis, or to realise the assets and settle the
receivables. At every reporting date these liabilities simultaneously.
historical default rates are reviewed and changes
2.17 Segment accounting:
in the forward looking estimates are analysed.
The Company’s operating segments are established on
For other assets, the Company uses 12 month
the basis of those components of the Company that are
ECL to provide for impairment loss where there
evaluated regularly by the Executive Committee, the
is no significant increase in credit risk. If there
‘Chief Operating Decision Maker’ as defined in Ind AS
is significant increase in credit risk full lifetime
108 - ‘Operating Segments’, in deciding how to allocate
ECL is used.
resources and in assessing performance. These have been
ECL impairment loss allowance (or reversal) identified taking into account nature of products and
recognized during the period is recognized as services, the differing risks and returns and the internal
income/ expense in the statement of profit and business reporting systems.
loss under the head ‘Other expenses’
2.18 Earnings per share:
II. Financial Liabilities:
Basic earnings per share is calculated by dividing the
a) Initial recognition and measurement: net profit for the year attributable to the shareholders of
The Company recognizes a financial liability the Company and weighted average number of shares
in its Balance Sheet when it becomes party to outstanding during the year.
the contractual provisions of the instrument. Diluted earnings per share is calculated by dividing the
The Company classifies all financial liabilities net profit for the year attributable to the shareholders of
as subsequently measured at amortised cost or the Company and weighted average number of equity
FVTPL. and potential equity shares outstanding during the year
All financial liabilities are recognized initially at including share options, convertible preference shares and
fair value and in the case of loans, borrowings debentures, except where the result would be anti-dilutive.
and payables, net of directly attributable Potential equity shares that are converted during the year
transaction costs. Financial liabilities include are included in the calculation of diluted earnings per share,

59
Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
from the beginning of the year or date of issuance of such an asset’s fair value less cost of disposal and value in use.
potential equity shares, to the date of conversion. Value in use is based on the estimated future cash flows,
2.19 Provision for Current and Deferred Tax: discounted to their present value using pre-tax discount rate
that reflects current market assessments of the time value of
The tax expense for the period comprises current and
money and risk specific to the assets.
deferred tax. Taxes are recognised in the statement of
profit and loss, except to the extent that it relates to the The impairment loss recognized in prior accounting period
items recognised in the other comprehensive income or in is reversed if there has been a change in the estimate of
Equity. In which case, the tax is also recognised in the other recoverable amount.
comprehensive income or in Equity. 2.21 Provision and Contingencies:
Current tax: Provisions are recognized when the Company has present
Provision for Current tax is made on the basis of relevant obligation (legal or constructive) as a result of past event
provision of The Income Tax Act, 1961 as applicable to the and it is probable that outflow of resources embodying
financial year. economic benefits will be required to settle the obligation
and a reliable estimate can be made of the amount of the
Deferred tax:
obligation. The expense related to a provision is presented
Deferred tax is recognised on temporary differences in the statement of profit and loss net of any reimbursement/
between the carrying amounts of assets and liabilities in the contribution towards provision made.
financial statements and the corresponding tax bases used in
If the effect of the time value of money is material, estimate
the computation of taxable profit.
for the provisions are discounted using a current pre-
Deferred tax liabilities are generally recognized for all tax rate that reflects, when appropriate, the risks specific
taxable temporary timing difference. Deferred tax assets to the liability. When discounting is used, the increase in
are recognized for deductible temporary differences. to the provision due to the passage of time is recognized as a
the extent that they are probable that taxable profit will be finance cost.
available against which the deductible temporary difference
Provisions are reviewed at each balance sheet date and
can be utilized.
adjusted to reflect the current best estimates.
The carrying amount of deferred tax assets is reviewed
Contingent Liabilities:
at each reporting date and adjusted to the extent that it is
no longer probable that sufficient taxable profit will be Contingent Liabilities are not provided and are disclosed in
available to allow all or part of the deferred tax asset to be Notes on Accounts. A disclosure for a contingent liability
utilized. is made when there is a possible obligation or a present
obligation that may, but probably will not, require an
Deferred tax assets and liabilities are measured at the tax
outflow of resources. When there is a possible obligation
rates that are expected to apply in the year when the asset
or a present obligation in respect of which the likelihood of
is realized or liability is settled, based on tax rates (and tax
outflow of resources is remote, no provision or disclosure is
laws) that have been enacted or substantively enacted on
made.
the reporting date.
2.22 Events occurring after the Balance Sheet Date:
Minimum Alternate Tax (MAT) Credit:
Events occurring after the Balance Sheet date and till the date
MAT credit is recognized as deferred tax asset only when
on which the financial statements are approved, which are
and to the extent there is convincing evidence that the
material in the nature and indicate the need for adjustments
Company will pay normal income tax during the specified
in the financial statements have been considered.
period.
2.23 Standards issued but not yet effective:
2.20 Impairment of non-financial Assets:
Ministry of Corporate Affairs (“MCA”) notifies new
The Company assesses at each reporting date as to
standard or amendments to the existing standards. There is
whether there is any indication that any property, plant and
no such notification which would have been applicable to
equipment and intangible assets or group of assets, called
the Company from April 1, 2020.
cash generating units (CGU) may be impaired. If any such
indication exists the recoverable amount of an asset or 2.24 Key accounting judgments, estimates and assumptions:
CGU is estimated to determine the extent of impairment, The preparation of the Company’s standalone financial
if any. When it is not possible to estimate the recoverable statements requires management to make judgements,
amount of an individual asset, the Company estimates the estimates and assumptions that affect the reported
recoverable amount of the CGU to which the asset belongs. amounts of revenue, expenses, assets, liabilities and the
An impairment loss is recognized in the statement of profit accompanying disclosures along with contingent liabilities.
and loss to the extent, asset’s carrying amount exceeds its Uncertainty about these assumptions and estimates could
recoverable amount. The recoverable amount is higher of result in outcomes that require material adjustments to

60
Annual Report 2019-20

Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
the carrying amount of assets or liabilities affected in e. Valuation of inventories (Refer Note No. 2.8);
future periods. The Company continually evaluates these f. Measurement of recoverable amounts of cash-
estimates and assumptions based on the most recently generating units (Refer Note No. 2.20);
available information.
g. Measurement of Defined Benefit Obligations and
In particular, information about significant areas of estimates actuarial assumptions (Refer Note No. 2.9);
and judgments in applying accounting policies that have
h. Allowances for uncollected trade receivable and
the most significant effect on the amounts recognized in the
advances (Refer Note No. 2.16):
standalone financial statements are as below:
i. Evaluation of recoverability of deferred tax assets
a. Assessment of functional currency (Refer Note No:
(Refer Note No. 2.19); and
2.2);
j. Contingencies and Provisions (Refer Note No. 2.21).
b. Financial instruments (Refer Note No 2.16);
Revisions to accounting estimates are recognized
c. Estimates of useful lives and residual value of PPE
prospectively in the statement of profit and loss in the
and intangible assets (Refer Note No. 2.5 and 2.6);
period in which the estimates are revised and in any future
d. Impairment of financial and non-financial assets periods affected.
(Refer Note No. 2.16 and 2.20);

61
Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
NOTE NO 3 NOTES TO ACCOUNTS
3.1 CONTINGENT LIABILITIES AND COMMITMENTS (to the extent not provided for)
Rs. In Crore
Sr Particulars As at As at
No March 31, 2020 March 31, 2019
A Contingent Liabilities
Claims against the Company not acknowledged as debt
i) Sales Tax 17.65 18.37
ii) Income Tax disputed by the Company 4.35 4.35
iii) Excise and Customs Duty 30.35 33.36
iv) Claims filed by Banks / Lenders with Debt Recovery Tribunal* 119.37 6.44
v) Others 80.30 106.75
B) Commitments
Capital Commitments
Estimated amount of contract remaining to be executed on capital account and 6.64 7.50
not provided for (net of advances)

The Company does not expect the outcome of the matters stated above to have a material adverse impact on the Company’s
financial condition, result of operations or cash flows. Future cash outflows in respect of liability under clause A (i) to (iii)
is dependent on decisions by relevant authorities of respective disputes and in respect of liability under clause A (iv & v) is
dependent on terms agreed upon with the parties.
* Out of the above most of the debt have been assigned to ARC’s and the Company is in process of restructuring of the debt.
3.2 Considering the uncertainity related to realisation, the following items are not considered to accrue till they are setlled /
sanctioned / received as the case may be:
a) Insurance claims except specific claims stated separately
b) Interest on receivables and
c) Electricity Refund (Additional Supply Charges).
3.3 Operations at all the plants of the Company were suspended from last week of March, 2020 on account of COVID-19 outbreak
and subsequent lockdown. However, operations resumed at various locations, in a phased manner from April 28, 2020 onwards
after obtaining necessary permissions from the local authorities. As per our current assessment, no significant impact on carrying
amounts of inventories, trade receivables, investments and other financial assets is expected and we continue to monitor changes
in future economic conditions. The eventual outcome of the impact of the global health pandemic may be different from those
estimated as on the date of approval of these financial statements.
Though the Covid crisis will necessarily have a wide ranging impact on domestic, European and global economies, the Covid
crisis is still unfolding and full assessment of the impact of the same on the Company’s business, SHAB’s operations, CPP and
on Port and Power Project (TPPCL) will be only possible once the pandemic starts settling down.
3.4 Segment Reporting :
Identification of Segments:
Company’s operating segments are established on the basis of those components of the Company that are evaluated regularly by
the Executive Committee, the ‘Chief Operating Decision Maker’ as defined in Ind AS 108 - ‘Operating Segments’, in deciding
how to allocate resources and in assessing performance. These segments have been identified taking into account nature of
products and services, the differing risks and returns and the internal business reporting systems.
The Company is engaged primarily into manufacturing of Steel and Tubes. The Company’s primary segments are Tube Segment
and Steel Segment.
Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the segment.
Revenue and expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been
disclosed as unallocable.
Segment assets and segment liabilities represent assets and liabilities in respective segments. Investments, tax related
assets and other assets and liabilities which cannot be allocated to a segment on a reasonable basis have been included under
“Unallocable Assets / Liabilities”.
Inter Division Transfer represents transfer of finished / semi-finished products within the Segment for further processing and sale.
Profit or Loss on inter Division transfers are eliminated at the Company level.

62
Annual Report 2019-20

Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
3.4 I Segment Information
Rs. In Crore
Sr Particulars As on March 31, 2020 As on March 31, 2019
No Tube Steel Tube Steel
Segment Segment Unallocable Total Segment Segment Unallocable Total
i) Segment Revenue
Total External Sales ( Gross ) 981.48 298.14 1,279.62 1,317.21 478.23 1,795.44
Add : Inter Segment Transfers ( Gross ) - 317.40 317.40 - 541.28 541.28
: Inter Division Transfers ( Gross) 78.07 - 78.07 86.67 - 86.67
1,059.55 615.54 1,675.09 1,403.88 1,019.51 2,423.39
Less : Inter Segment Transfers (Net) - 317.40 317.40 - 541.28 541.28
Inter Division Transfers (Net) 78.07 - 78.07 86.67 - 86.67
Net Sales 981.48 298.14 1,279.62 1,317.21 478.23 1,795.44
ii) Segment Results
Profit Before Finance Costs , 32.78 (6.90) 0.17 26.05 48.53 13.57 3.72 65.82
Foreign Exchange Loss and Taxes
Less : Finance Costs 274.27 276.46
: Foreign Exchange Loss (5.84) (2.24)
: Depreciation on reclassification of
assets held for sale - 20.38
Profit / ( Loss ) Before Tax (242.38) (228.78)
Less : Tax Expenses (1.95) -
Profit / ( Loss ) After Tax (240.43) (228.78)
Add : Other Comprehensive Income (2.69) (0.84)
Profit / ( Loss ) After Comprehensive (243.12) (229.62)
Income
iii) Other Information
Total Segment Assets 1,370.61 428.77 - 1,799.38 1,463.96 393.00 - 1,856.96
Total Segment Liabilities 113.18 64.83 - 178.01 120.69 59.72 - 180.41
Total cost incurred for acquiring Segment 36.01 4.29 7.83 48.13 11.22 1.76 2.46 15.44
Assets
Segment Depreciation 43.88 12.47 6.63 62.98 40.92 13.13 20.38 74.43
Non - Cash Expenses - - - - 4.41 0.56 - 4.97
Total Unallocable Assets 631.92 613.31
Total Unallocable Liabilities 3,315.49 3,108.94
Note : Steel Segment Results include profit on steel captively consumed by Tube Segment.
II Information about Geographical Segment - Secondary Segment
The Company’s operations are located in India. The following table provides an analysis of the Company’s sales by geography in
which the customer is located, irrespective of the origin of the goods.
Rs. In Crore
Particulars 2019-20 2018-19
Revenue from External Customers
Domestic 1,152.97 1,600.50
Exports 126.65 194.94
Total revenue 1,279.62 1,795.44

III Revenue from Major Customers


Revenue under the segment ‘Steel’ include Rs 37.46 Crore (Previous Year: Rs 92.66 Crore of two customer ) from one customer
having more than 10% revenue of total segment revenue. There is no single customer that accounts for more than 10% of the
revenue in Tube Segment .
3.5 Pending reconciliation / confirmations of Trade Receivables / Trade Payables, adjustments for differences, if any , would be made
at the time of reconciliation or on receipt of confirmation. The management is of the opinion that the impact of such adjustments,
if any, is not likely to be significant.

63
Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
3.6 Dues to Micro and Small Enterprises
Disclosure as required by the Micro, Small and Medium Enterprises Act, 2006 ( Act ) is as given below, has been determined to
the extent such parties have been identified on the basis of information available with the Company
Principal outstanding amount due to MSME suppliers as on March 31,2020 is Rs. 9.06 Crore ( Previous Year 12.05 Crore)
including interest accrued and remaining unpaid of Rs. 0.46 Crore (Previous Year Rs. 0.31 Crore) and an amount of Rs. Nil
(Previous Year Rs.0.03 Crore) has been paid to MSME suppliers during the year.
3.7 Leases
The Company has adopted Ind AS 116, effective annual reporting period beginning April 1, 2019 and applied the Standard to its
leases, retrospectively, with the cumulative effect of initially applying the Standard, recognized on the date of initial application,
that is, April 1, 2019. Accordingly, the Company has not restated comparative information.
The Company measure lease liability at the present value of the remaining lease payments, discounted using the lessee’s
incremental borrowing rate at the date of initial application, and measure that right-of-use asset an amount equal to the lease
liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the balance sheet
immediately before the date of initial application. This has resulted in recognizing a right-of-use (ROU) assets of Rs 11.25 Crore
and lease liability of Rs 7.36 Crore as at April 1, 2019.
The effect of this adoption is not significant on the consolidated profit and loss for the year and earning per share.
A) Following are the changes in the carrying amount of Right-of-Use Assets for the year ended March 31, 2020.
Rs. In Crore
Particulars As at March 31, 2020
Office Buildings Plant and
Machinery
Balance as on April 1, 2019 - -
On Transition on Ind AS 116 3.37 7.88
Addition during the year 0.30 -
Deletion on cancellation of lease - -
Depreciation on ROU of Assets 1.17 1.55
Depreciation on Deletion - -
Balance as on March 31, 2020 2.50 6.33

B) The following is the movement in Lease Liabilities for the year ended March 31, 2020
Rs. In Crore
Particulars As at March 31, 2020
Office Buildings Plant and
Machinery
Balance as on April 1, 2019 - -
On Transition to Ind AS 116 3.27 4.09
Additions during the year 0.30 -
Finance Cost incurred during the year 0.40 0.47
Deletion on Cancellation of lease - -
Payment of lease liabilities (1.33) (1.29)
Balance as on March 31, 2020 2.64 3.27

64
Annual Report 2019-20

Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
The table below provides details regarding the contractual maturities of lease liabilities as at March 31, 2020 on an undiscounted basis.

Rs. In Crore
Particulars As at
March 31, 2020
Due within one year 2.54
Due within one year to five years 4.14
Due for more than five years 1.15
Total Undiscounted Lease Liabilities 7.83
Lease Liabilities included in the Statement of standalone financial position
Non- Current Financial Liabilities 4.02
Current Financial Liabilities 1.89
Total 5.91
The Company does not face a liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the
obligations related to lease liabilities as and when they fall due.

C) The following amounts are recognized in the Standalone Statement of Profit and Loss for the year ended March 31, 2020:
Rs. In Crore
Particulars As at
March 31, 2020
Interest Expenses on Financial Liabilities 0.87
Depreciation on ROU Assets 2.72
Expenses relating to Short Term Lease 0.05
Expenses relating to Leases of Low Value Assets -
Total 3.64

D) The following amounts are recognized in the Standalone Statements of Cash Flows for the year ended March 31, 2020:
Rs. In Crore
Particulars As at
March 31, 2020
Total Cash outflows for Leases 2.62

3.8 Foreign currency fluctuation on long term borrowing capitalised


The Company has elected to continue the policy adopted under previous GAAP for accounting the foreign exchange differences
arising on settlement or translation of long-term foreign currency monetary items outstanding as of April 1, 2016 i.e. foreign
exchange differences arising on settlement or translation of long-term foreign currency monetary items relating to acquisition of
depreciable assets are adjusted to the carrying cost of the assets and depreciated over the balance life of the asset. Accordingly, the
Company has capitalised such exchange fluctuation loss to Plant & Machinery of Rs 19.77 Crore and Rs 10.43 Crore ( including
Assets held for sale) for the year ended March 31, 2020 and March 31, 2019 respectively.
3.9 Related Party Transactions.
In accordance with the requirements of Ind AS 24, on related party disclosures, name of the related party, related party relationship,
transactions, outstanding balances and with whom transactions have taken place during the reporting periods are given below:
Name and Relationships of the Related Parties:
I Key Management Personnel (KMP)
Sr No Name of the Related Party Designation
1 Mr. B.R. Taneja Managing Director
2 Mr. Rajiv Goel Chief Financial Officer
3 Mr. O P Kakkar Non-Executive Director
4 Ms. Deepa Mathur Non-Executive Director
5 Mr. Shyam Powar Independent Director
6 Mr. R Poornalingam Independent Director
7 Mr. Kanakraj M Independent Director

65
Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
II Entities where control exists - Subsidiary, Indirect Subsidiaries and Associate Companies
Sr No Name of the Related Party
A Direct Subsidiary Companies
1 ISMT Enterprises SA, Luxembourg
2 Tridem Port and Power Company Private Limited.
3 Indian Seamless Inc, USA.
4 Structo Hydraulics AB, Sweden ( w.e.f. October 14, 2019)
B Indirect Subsidiary Companies
1 Structo Hydraulics AB, Sweden ( upto October 13, 2019)
2 ISMT Europe AB, Sweden
3 Nagapattinam Energy Private Limited.
4 Best Exim Private Limited.
5 Success Power and Infraprojects Private Limited
6 Marshal Microware Infrastructure Development Company Private Limited.
7 PT ISMT Resources, Indonesia
C Associate Companies
1 Indian Seamless Enterprises Limited
2 Taneja Aerospace and Aviation Limited
3 First Airways Inc, USA

i) Details of Transaction with Key Management Personnel: ( KMP)


Rs. In Crore
Sr No Nature of Transactions 2019-20 2018-19
1 Managerial Remuneration * 3.41 3.16
2 Sitting Fees 0.35 0.39

* Excludes provision for compensated leave and gratuity for KMP as liabilities are provided on overall company basis and is not
identified separately in actuarial valuation.
ii) Details of transactions with Subsidiary and Associates Companies:
Rs. In Crore
Sr No Nature of Transactions / Relationship Subsidiary Companies Associate Companies
2019-20 2018-19 2019-20 2018-19
1 Sale of Finished Goods 79.86 125.72 11.82 18.90
2 Commission on Sales 5.05 4.88 - -
3 Quality claims 0.49 0.91 - -
4 Rent Paid 0.01 0.01 - -
5 Interest Paid - - - 0.14
6 Investment in Equity Shares 16.75 - - -
7 Loans and Advances Given 0.61 7.11 - -
8 Repayment of Advance received - - - 1.00
Outstanding as at Balance Sheet date
1 - Receivables ( net of provisions ) 53.72 61.26 1.82 8.05
2 - Payables 1.11 1.04 - -
3 - Advances Recoverable-(Equity Component) 130.69 146.83 - -
4 - Unsecured Loan Payable - - 7.75 7.75

a) Sale of finished goods to Subsidiary Companies includes sales to Structo Hydraulics AB Rs. 12.55 Crore (Previous Year Rs.
20.96 Crore) and ISMT Europe AB Rs. 67.31 Crore (Previous Year Rs. 104.78 Crore). Sale of finished goods to Associate
Companies include sales to Indian Seamless Enterprises Limited Rs. 9.09 Crore (Previous Year Rs. 11.73 Crore), Taneja
Areospace and Aviation Limited Rs. Nil Crore ( Previous Year Rs. 0.35 Crore) and First Airways Inc, USA Rs. 2.73 Crore
( Previous Year Rs. 6.82 Crore).

66
Annual Report 2019-20

Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
b) Commission on sales to Subsidiary Companies include paid / provided for to ISMT Europe AB, Rs. 4.90 Crore (Previous
Year Rs. 4.65 Crore) and Indian Seamless Inc, USA Rs. 0.15 Crore (Previous Year Rs. 0.22 Crore).
c) Quality claims of Subsidiary Companies include paid / provided for to Structo Hydraulics AB Rs. 0.37 Crore (Previous Year
Rs. 0.58 Crore) and ISMT Europe AB Rs. 0.12 Crore (Previous Year Rs. 0.33 Crore).
d) Rent paid to Subsidiary Company - Tridem Port and Power Company Private Limited is Rs. 0.01 Crore (Previous Year Rs.
0.01 Crore).
e) Interest paid to Associate Company - Taneja Aerospace and Aviation Limited is Rs. Nil Crore (Previous Year Rs.0.14
Crore).
f) Advances given to Subsidiary Company Tridem Port and Power Company Private Limited Rs. 0.61 Crore (Previous Year
Rs. 7.11 Crore ) for operational expenses of its Port and Power Project .
g) Repayment of Advance received from Associate Company - Taneja Aerospace and Aviation Limited is Rs. Nil Crore
(Previous Year Rs.1.00 Crore).
3.10 Income Tax Expenses
A The major components of income tax expenses for the year are as under:
Rs. In Crore
Sr Particulars 2019 -20 2018 -19
No.
I Income Tax recognised in the statement of profit and loss
Current tax - -
Deferred tax - -
Earlier Year Tax (1.95) -
Total Income Tax recognised in the statement of profit and loss (1.95) -
II Income Tax recognised in Other Comprehensive Income
Deferred tax - -
Total Income Tax recognised in Other Comprehensive Income Nil Nil

B Reconciliation of tax expenses and the accounting profit for the year is under:
Rs. In Crore
Particulars 2019 -20 2018 -19
Accounting profit before income tax expenses (242.38) (228.78)
Enacted tax rates in India (%) 34.94% 34.94%
Expected income tax expenses
Tax Effect of : (84.70) (79.94)
Expenses not deductible 88.02 89.19
Accelerated capital allowances 5.45 8.61
Expenses on which no deduction is admissible (1.75) 1.41
(Profit) / Loss in respect of which deferred tax assets not recognized for the year* (7.02) (19.27)
Tax expenses recognised in statement of profit and loss (0.00) -
Adjustments recognised in current year in relation to the current tax of earlier years (1.95) -
Income Tax Expenses (1.95) -
Effective tax rate (%) Nil Nil

There are certain income-tax related legal proceedings which are pending against the Company. Potential liabilities, if any have
been adequately provided for.
*Deferred tax assets have been recognised to the extent of deferred tax liabilities on taxable temporary differences available.

67
Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
C Significant components of Deferred tax assets & liabilities recognized in Financial Statements
As at March 31, 2020
Rs. In Crore
Particulars As at Charged / Charged / As at
April 1, 2019 (credited) to (credited) to March 31,
Statement of OCI 2020
income
Tax effect of item constituting Deferred Tax
Liabilities
Depreciation 250.89 7.06 - 257.95
250.89 7.06 - 257.95
Tax effect of item constituting Deferred Tax Assets
i) Accumulated Tax lossess 160.21 (7.03) - 153.18
ii) Unabsorbed Tax Depreciation 178.34 - - 178.34
iii) Deduction eligible in future period in respect of 331.10 91.70 - 422.80
expenses already debited to the Statement of
Profit and Loss *
669.65 84.67 - 754.32
Restricted to Deferred Tax Liabilities 250.89 7.06 - 257.95
iv) MAT Credit Entitlement 82.05 - - 82.05
332.94 7.06 - 340.00
Net Defrred Tax Asset /(Liability) 82.05 - - 82.05

As at March 31, 2019


Rs. In Crore
Particulars As at Charged / Charged / As at
April 1, 2018 (credited) to (credited) to March 31,
Statement of OCI 2019
income
Tax effect of item constituting Deferred Tax
Liabilities
Depreciation 250.81 0.08 - 250.89
250.81 0.08 - 250.89
Tax effect of item constituting Deferred Tax Assets
i) Accumulated Tax lossess 179.48 (19.27) - 160.21
ii) Unabsorbed Tax Depreciation 178.34 - - 178.34
iii) Deduction eligible in future period in respect of 238.52 92.58 - 331.10
expenses already debited to the Statement of
Profit and Loss*
596.34 73.31 - 669.65
Restricted to Deferred Tax Liabilities 250.81 0.08 - 250.89
iv) MAT Credit Entitlement 82.05 - - 82.05
332.86 0.08 - 332.94
Net Defrred Tax Asset/ (Liability) 82.05 - - 82.05

*Deferred tax assets have been recognised to the extent of deferred tax liabilities on taxable temporary differences available. It
is expected that any reversals of the deferred tax liability would be offset against the reversal of the deferred tax assets.

68
Annual Report 2019-20

Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
The Company has unused tax losses under the head Business Loss and unabsorbed depreciation as per the Income Tax Act, 1961.
Based on the probable uncertainty regarding the set off of these losses, the Company has not recognized deferred tax asset in the
Balance Sheet. Details of tax losses under the head business losses and unabsorbed depreciation with expiry is as follows:
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Within five years 438.37 458.47
Greater than five years - -
No expiry 510.37 510.37
Total 948.74 968.84

3.11 Disclosure as required by Ind AS - 19 Employee Benefits


Retirement benefit obligations
1 Defined Contribution plan
The Company has recognized the following amounts as an expense and included under the head “ Employee Benefits
Expense” – Contribution to Provident and other Fund :
Rs. In Crore
Particulars 2019-20 2018-19
a) Employer's Contribution to Provident Fund and Employee Pension Scheme 9.28 6.13
b) Employer’s Contribution to Superannuation Fund 2.83 2.98
Total 12.11 9.11

In respect of provident fund trust setup by the Company, there is no deficit of interest shortfall with regards to future obligation
arising due to interest shortfall.
2 Defined benefit plan
Gratuity
Gratuity is payable to all eligible employees of the Company on retirement, death, permanent disablement and resignation in
terms of the provision of the Payment of Gratuity Act, 1972. The benefits would be paid at the time of separation.
The following tables summarises the changes in the projected benefit obligation and plan assets and amounts recognised in the
Balance Sheet as at March 31, 2020 and March 31, 2019, being the respective measurement dates:
Rs. In Crore
Sr Particulars Gratuity (Funded)
No. 2019-20 2018-19
a) Changes in present value of defined benefit obligations
Present value of defined benefit obligation at the beginning of the Year 34.90 32.20
Current Service Cost 1.74 1.68
Interest Cost 2.59 2.46
Actuarial changes arising from change in financial assumptions 1.78 (3.46)
Actuarial changes arising from change in experience adjustments 0.80 4.21
Benefits paid (2.40) (2.19)
Present value of defined benefit obligation at the end of the Year 39.41 34.90
b) Changes in fair value of Plan Assets:
Fair value of Plan Assets as at beginning of the Year 34.44 31.52
Interest Income 2.73 2.41
Employer Contribution 1.94 0.68
Return on plan assets excluding interest income (0.11) (0.09)
Benefits paid (0.07) (0.08)
Fair value of plan Assets as at end of the Year 38.93 34.44

69
Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
Rs. In Crore
Sr Particulars Gratuity (Funded) Leave Encashment
No. (Non Funded)
2019-20 2018-19 2019-20 2018-19
c) Net asset / (liability) recognised in the balance sheet
Present value of defined benefit obligation at the end of the Year 39.41 34.90 8.49 7.55
Fair value of plan Assets as at end of the Year 38.93 34.44 - -
Amount recognised in the Balance Sheet 0.48 0.46 8.49 7.55
Net (liability) / assets - Current 0.48 0.46 1.09 0.89
Net (liability) / assets - Non - current - - 7.40 6.66
d) Expenses recognised in the Statement of Profit and Loss for the
year
Current Service Cost 1.74 1.68 0.68 0.58
Interest Cost on benefit obligation (net) (0.13) (0.04) 0.51 0.37
Actuarial (gain)/ Loss - - 1.61 2.76
Total expenses included in employee benefits expenses 1.61 1.64 2.80 3.71

Rs. In Crore
Sr Particulars Gratuity (Funded)
No. 2019-20 2018-19
e) Recognised in other comprehensive income for the year
Actuarial changes arising from change in financial assumptions 1.78 (3.46)
Actuarial changes arising from change in experience adjustments 0.80 4.21
Return on plan assets excluding interest income 0.11 0.09
Recognised in other comprehensive income 2.69 0.84
f) Estimate of expected defined benefit obligation (in absolute terms i.e
undiscounted)
within the next 12 months 7.43 6.44
Between 2 to 5 Years 15.30 12.93
6 years and onwards 31.94 29.27
g) Quantitative sensivity analysis for significant assumption
1 % increase in discount rate 37.17 32.79
1% decrease in discount rate 41.91 37.25
1% increase in salary growth rate 41.60 37.00
1% decrease in salary growth rate 37.40 32.98
1% increase in employee withdrawal rate 39.76 35.31
1% decrease in employee withdrawal rate 39.16 34.45
The above sensitivity analysis is based on a change in an assumption while holding the other assumptions constant. In practice,
this is unlikely to occur, and changes in some of the assumptions may be corelated. When calculating the sensivity of the defined
benefit obligation to significant acturial assumptions the same method (projected unit credit method) has been applied as when
calculating the defined benefit obligation within the balance sheet.
Sr Particulars Gratuity (Funded)
No. 2019-20 2018-19
h) Percentage of each Category of Plan Assets to total Fair Value of Plan
Assets as at end of the Year
Government of India Securities 3.10% 3.10%
Corporate Bonds 0.10% 0.10%
Special Deposit Scheme 0.30% 0.30%
Insurer Managed Funds 93.80% 93.80%
Others 2.70% 2.70%
Total 100.00% 100.00%

70
Annual Report 2019-20

Notes to Financial Statement for the year ended March 31, 2020 (Contd.)

Sr Particulars Gratuity (Funded) Leave Encashment


No. (Non Funded)
2019-20 2018-19 2019-20 2018-19
i) Principal Actuarial Assumptions used as at the Balance Sheet
date:
Discount Rate 6.80% 7.70% 6.80% 7.70%
Expected Rate of Return on Plan Assets 7.70% 7.20% 7.70% 0.00%
Salary Escalation Rate 4.00% 3% - 6% 4.00% 3% - 6%

The assumption of future salary increase takes into account the inflation, seniority, promotion and other relevant factors such as
supply and demand in employment market. The above information is certified by the Actuary.
3.12 As per Ind AS- 12 “Income Tax“, Minimum Alternate Tax (MAT) credit (unused tax credit) is regarded as Deferred Tax Assets
and the same shall be recognised to the extent that it has become probable that future taxable profit will be available against
which the unused tax credit can be utilised. In view of Business uncertainties and pending Debt Resolution, it is difficult for
the Company to fairly ascertain the probable future taxable profit against which MAT Credit can be utilized. Accordingly, the
unabsorbed MAT credit, if any, out of the total MAT Credit of Rs. 82.05 Crore as at March 31, 2020, shall be charged in the
Statement of Profit and Loss to the extent it lapses in the respective years and subject to review of the same once the Company
opts for options permitted under section 115BAA of the Income Tax Act, 1961.
3.13 Earnings per share
Net profit available to equity holders of the Company used in the basic and diluted earnings per share was determined as
follows:
Particulars 2019 -20 2018 -19
Net Profit / (Loss) for the year attributable to Equity Shareholders (Rs. In Crore) (240.43) (228.78)
Weighted Average Number of Equity Shares outstanding for basic and diluted 146,501,383 146,501,383
Face Value of Equity Share (in Rs.) 5.00 5.00
Earnings Per Share (in Rs.) (Basic and Diluted) (16.41) (15.62)
3.14 Miscellaneous Expenses includes:
Rs. In Crore
Particulars 2019 -20 2018 -19
i) Repair and Maintenance - Other Building 0.01 0.01
ii) Director Sitting Fees 0.35 0.39
iii) Auditors Remuneration
a) Statutory Audit Fees 0.27 0.30
b) Others - 0.03
c) Out of Pocket Expenses 0.01 -
iv) Provision for Doubtful Debts - 4.86
v) Sales Tax, Excise and Custom duty paid under Amnesty Scheme 5.65 -
vi) Investment written off - 0.02

3.15 Non Current Financial Assets – Investments


Investment in Subsidiary – Others ( At Cost )
Rs. In Crore
Particulars As at As at
March 31, March 31,
2020 2019
i) Structo Hydraulics AB, Sweden ( Refer Note No. 3.16 ) 16.58 33.33
ii) Advance to Tridem Power and Port Company Pvt. Ltd. ( Refer Note No. 3.17 ) 114.11 113.50
Total 130.69 146.83

71
Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
3.16 The Company through its Subsidiary Company, ISMT Enterprises S.A., Luxembourg has invested Rs. 48.43 Crore in Structo
Hydraulics AB, Sweden (SHAB). The Company has received approval from regulatory authorities for conversion into equity of
an amount of Rs. 33.33 Crore (USD 5 Million) due from SHAB and out of which Rs. 16.75 Crore has been converted into equity
and the balance of Rs. 16.58 Crore is pending for allotment. The net receivables on account of sales made to SHAB as on March
31, 2020 are Rs. 15.41 Crore and the same is considered as collectible. No provision, however, has been made as required by Ind
AS 36 “Impairment of Assets” in respect of diminution in the value of investment (including pending allotment) , which is in the
nature of forward integration and considered Strategic, Long Term. The financial effect, if any, of the same on net loss for the
year ended March 31, 2020, carrying value of investment and other equity as at March 31, 2020 is not ascertainable.
3.17 Tridem Port and Power Company Private Limited (TPPCL), the wholly owned subsidiary of the Company, along with its
subsidiaries had proposed to set up a thermal power project and captive port in Tamil Nadu. TPPCL had obtained the approvals
for the projects including acquisition of land but no construction activity had commenced. However, on account of subsequent
adverse developments, the TPPCL had decided not to pursue these projects. There has been negligible interest from the potential
buyers due to present power sector scenario. TPPCL has also unsuccessfully tried to sell the freehold land.
Considering premature status of the project, prevailing power sector scenario, ongoing litigations, the various alternative usage of
land of the project and inability to successfully pursue the sale of the project or its freehold land, it is not possible to reasonably or
reliably determine the recoverable amount and consequently to ascertain whether there is any impairment of the amount invested
in project as required by Ind AS 36 “Impairment of Assets” and hence the aforesaid asset is measured on the Balance Sheet date
at the carrying amount of Rs 116.69 Crore (including advances given to TPPCL of Rs. 114.11 Crore). The financial effect, if
any, of the same on loss for the year ended March 31, 2020, carrying value of the investment and other equity as at March 31,
2020 is not ascertainable.
3.18 The Company’s EBIDTA and EBIDTA margin has been consistently increasing year on year from 2015-16 and the EBIDTA
margin for the first nine months of the current financial year was higher than that of corresponding period of previous year.
However, performance of the fourth quarter of financial year 2019-20 was affected due to the Covid lockdown and the overall
performance for the year has to be viewed against the back drop of slow down of the economy. The Company also expects to
benefit from Atmanirbhar policies of the Government including continuation of Anti Dumping Duty on import of seamless tubes
from China. Majority of the lenders of the Company have also signed Inter Creditor Agreement for restructuring the debt of the
Company. The proposed restructuring on sustainable basis is expected to address the negative net worth of the Company thereby
enlarging the business opportunities including participation in Government tenders. Accordingly the Company has continued to
prepare its financial statements on ‘Going Concern Basis’.
3.19 Consequent to RBI Circular dated 12th February, 2018, the lenders had decided to explore assignment of debt as a Resolution
Plan. Accordingly, Banks holding about 74 % of the principal debt have assigned their debt to Asset Reconstructing Companies
(ARCs) while Banks holding most of the remaining debt are also pursuing the process for assignment of debt to ARCs. Majority
of the lenders of the company consisting of both ARCs and the banks have signed Inter Creditor Agreement as per the RBI
guidelines for restructuring the debt of the Company. However, the Restructuring and assignment of further debt could not be
concluded due to the implementation of countrywide lockdown on account of COVID-19 outbreak.  Restructuring of debt to be
done on a sustainable basis could inter alia necessitate down-sizing of debt including interest and will also need to factor in the
COVID impact on global and domestic economy and consequently on the business of the Company.
Notwithstanding the pending restructuring of debt and balance confirmations from lenders, interest on the loans has been
provided as per the terms of sanction letters of the respective banks on simple interest basis (excluding overdue / penal and
compounding of interest). In view of restructuring exercise, occurrence of such interest though unascertained, however the same
has been provided out of abundant precaution. The financial effect, if any of non provision of overdue / penal and compounding
of interest, on loss for the year ended March 31, 2020, carrying value of the borrowings (financial liabilities) and other equity as
at March 31, 2020 is not ascertainable.
3.20 i) Maharashtra Electricity Regulatory Commission (MERC) had disallowed Company’s petition regarding banking of
energy facility under Energy Banking Agreement (EBA) vide its orders dated June 20, 2014 and January 12, 2015. The
Company filed an appeal before the Appellate Tribunal For Electricity (APTEL) against the said order and the same has
been dismissed by the APTEL vide their order dated April 1, 2016. The Company’s appeal, challenging the APTEL order
is pending before the Hon’ble Supreme Court. The Company had accrued EBA benefit aggregating to Rs. 49.97 Crore
upto March 31, 2014, of which amount outstanding as on March 31, 2020 is Rs. 39.53 Crore, representing excess energy
charges paid to Maharashtra State Electricity Distribution Company Limited (MSEDCL) on account of non-availability of
banking of energy facility. There has been no further accrual since April 1, 2014 on account of suspension of operation of
power plant.

72
Annual Report 2019-20

Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
Being a sub-judice matter, it is not possible to reasonably or reliably determine the recoverable amount; hence the receivable
from MSEDCL is measured on the reporting date at the carrying amount of Rs.39.53 Crore. The financial effect, if any, of
the same on net loss for the year ended March 31, 2020, carrying value of non-current asset and other equity as at March 31,
2020 is not ascertainable.
ii) Considering prevailing uncertainties of operating the 40 MW Captive Power Plant (CPP) at Chandrapur, Maharashtra
or disposing it as going concern or otherwise and pending outcome of supreme court decision as referred above, it is not
possible to reasonably or reliably determine the recoverable amount and consequently to ascertain whether there is any
impairment of the CPP as required by Ind AS 36 “Impairment of Assets”. Hence the aforesaid asset is measured as at
March 31 ,2020 at the carrying amount of Rs 237.29 Crore. The financial effect, if any, of the same on net loss for the year
ended March 31, 2020, carrying value of CPP and other equity as at March 31, 2020 is not ascertainable.
3.21 Interest income includes interest received from Banks of Rs. 3.41 Crore (Previous Year Rs. 1.67 Crore).
3.22 Financial risk management
The Company’s financial liabilities comprise mainly of borrowings, trade payables and other payables. The Company’s financial
assets comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and other
receivables.
Risk management framework
Company’s board of directors has overall responsibility for establishment of Company’s risk management framework and
formed Risk Management Committee. Management is responsible for developing and monitoring Company’s risk management
policies, under the guidance of Risk Management Committee. Management identifies, evaluate and analyses the risks to which
the Company is exposed to and set appropriate risk limits and controls to monitor risks and adherence to limits. Management
periodically reviews its risk policy and systems to assess need for changes in the policies to adapt to the changes in market
conditions and align the same to the business of the Company.
The Company has exposure to following risk arising from financial instruments:
a) Credit risk
The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities,
including deposits with banks, financial institutions, foreign exchange transactions and other financial instruments.
Credit risk from Trade receivables is managed as per the Company’s established policy, procedures and control relating to
customer credit risk management. Credit limits are established for all customers based on internal criteria reviewed and monitored
from time to time. Majority of the customers are long standing customers and regularly monitored by individual business
managers who deal with those customers. Management monitors trade receivables on regular basis and take suitable action where
needed to control the receivables crossing set criteria / limits.
Management does an impairment analysis at each reporting date as per set procedure and computes credit loss allowance based
on a provision matrix. Further, the Company’s customers base is widely distributed both economically as well as geographically
and in view of the same, the quantum risk also gets spread across wide base and hence management considers risk with respect
to trade receivable as low.
Expected credit loss for trade receivables under simplified approach as at the end of each reporting period is as follows:
Rs. In Crore
Particulars As at As at
March 31, March 31,
2020 2019
Gross Carrying Amount 242.27 299.21
Less: Expected credit loss at simplified approach 4.17 4.17
Carrying amount of trade receivables ( net of impairment) 238.10 295.04

b) Liquidity risk.
The Company manages the liquidity risk by maintaining adequate funds in cash and cash equivalents. Working capital requirements
are adequately addressed by internally generated funds. Trade receivables are kept within manageable levels. Company aims
to maintain the level of its cash and cash equivalents at levels to meet its expected cash outflows on operational and financial
liabilities. Also Refer Note No 3.19 regarding debt resolution with the lenders.

73
Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based
on contractual undiscounted payments
Rs. In Crore
Particulars Less than 1 1 to 5 years More than Total
year 5 years
March 31, 2020
Borrowings 1,016.16 159.40 7.75 1,183.31
Trade and other payables 106.40 - - 106.40
Other financial liabilities 2,175.09 - - 2,175.09
Other Non Current financial liabilities - 4.02 - 4.02
Total 3,297.65 163.42 7.75 3,468.82
March 31, 2019
Borrowings 1,058.23 268.26 6.83 1,333.32
Trade and other payables 99.60 - - 99.60
Other financial liabilities 1,831.14 - - 1,831.14
Total 2,988.97 268.26 6.83 3,264.06

c) Competition and pricing risk


The Company faces competition from local and foreign competitors. Nevertheless, it believes that it has competitive advantage in
terms of high quality products and by continuously upgrading its expertise and range of products to meet the needs of its customers.
d) Market risk
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 following types of risks :
i. Interest Rate Risk
The Company’s exposure to the risk of changes in market interest rates relates primarily to the long term debt obligations
and Buyer’s credit obligations with floating interest rates. The Company has not used any interest rate derivatives.
We refer to Note No 3.19 regarding debt resolution with the lenders. Pending the same, the company is not able to determine
its exposure to interest rate risk which primary related to the long term debt and working capital borrowings.
ii. Foreign Currency Risk and sensitivity
The Company is exposed to foreign exchange risk arising from export sales, operating and capital expenditure in foreign
currency, foreign currency loans and economic exposure on account of mismatch between foreign currency and INR assets
and liabilities. The risk is measured through a forecast of highly probable foreign currency cash flows.
Primarily, the exposure in foreign currencies is denominated in USD, EURO. At any point in time, Company covers foreign
currency risk by taking appropriate percentage of its net foreign currency exposure by entering into forward exchange contracts on
past performance basis mostly with a maturity of less than one year. The Company does not enter into derivative instruments.
Details of Unhedged exposure in foreign currency denominated monetary items:
Currency As at As at
March 31, 2020 March 31, 2019
Foreign Rs. In Crore Foreign Rs. In Crore
Currency Currency in
in Million Million
Secured Loans
USD 38.58 290.83 39.32 271.99
EURO 4.32 35.89 4.32 33.57
Receivables
USD 6.14 41.86 8.21 53.97
EURO 5.48 45.32 4.03 31.47
Australian Dollar 0.001 0.01 0.006 0.03
GBP 0.05 0.48 0.03 0.23
Payables
USD 1.02 7.69 1.01 7.01
EURO 0.08 0.70 0.08 0.62

74
Annual Report 2019-20

Notes to Financial Statement for the year ended March 31, 2020 (Contd.)

Currency As at As at
March 31, 2020 March 31, 2019
Foreign Rs. In Crore Foreign Rs. In Crore
Currency Currency in
in Million Million
Interest Payable
USD 7.48 55.76 5.67 40.37
EURO 0.98 8.15 0.77 6.17

5 % appreciation in USD and EURO with respect to Indian Rupees would have result in increase in loss before tax by Rs 15.41
Crore for March 31, 2020 and increase in Losss before tax by Rs 13.46 Crore for March 31, 2019.
5 % depreciation in USD and EURO with respect to Indian Rupees would have had the equal but opposite effect on the above
currencies to the amounts shown above, on the basis that all other variables remain constant.
iii.  Commodity price risk
The Company is exposed to the movement in price of key raw materials in domestic and international markets. The Company
reviews the prices of key raw materials on weekly basis and enters into most of the contracts for procurement of material on short
term fixed price basis.
3.23 Capital Management
For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves
attributable to the equity holders of the Company. The primary objective of the Company’s Capital management is to safeguard
continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and provide adequate return
to shareholders through continuing growth.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements
of the financial covenants. The funding requirement is met through a mixture of equity, internal accruals, long term borrowings
and short term borrowings.
In order to achieve this overall objective, the Company’s capital management, amongst other things, aim to ensure that its meets
financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.
3.24 Fair value measurement
A) The carrying value and Fair value of Financial assets and liabilities by categories are as follows :
Rs. In Crore
Particulars Carrying value of Fair value of the
the financial assets/ financial assets/
liabilities liabilities
As at As at As at As at
March 31, March 31, March 31, March 31,
2020 2019 2020 2019
Financial Assets at amortised cost (non-current)
Loans 15.67 16.00 15.67 16.00
Other financial Assets 7.56 8.27 7.56 8.27
Total 23.23 24.27 23.23 24.27
Financial Assets at amortised cost (current)
Trade Receivables 238.10 295.04 238.10 295.04
Cash and Cash Equivalents 28.03 30.02 28.03 30.02
Bank Balance other than Cash and Cash Equivalents 27.08 13.48 27.08 13.48
Loans 1.15 1.14 1.15 1.14
Other financial Assets 1.08 0.91 1.08 0.91
Total 295.44 340.59 295.44 340.59
Financial Liabilities at amortised cost (non-current)
Sales tax Deferral Loan 0.42 3.40 0.42 3.40
Lease Liabilities 4.02 - 4.02 -
Long Term Loans from Banks and Others 166.73 271.69 166.73 271.69
Total 171.17 275.09 171.17 275.09

75
Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
Rs. In Crore
Particulars Carrying value of Fair value of the
the financial assets/ financial assets/
liabilities liabilities
As at As at As at As at
March 31, March 31, March 31, March 31,
2020 2019 2020 2019
Financial Liabilities at amortised cost (current)
Sales Tax Deferral Loan 2.47 5.06 2.47 5.06
Current Maturities of Long Term Debt 943.23 846.43 943.23 846.43
Loans Repayable on Demand 1,016.16 1,058.23 1,016.16 1,058.23
Trade and Other Payables 106.40 99.60 106.40 99.60
Other financial Liabilities 1,229.39 979.65 1,229.39 979.65
Total 3,297.65 2,988.97 3,297.65 2,988.97

B) Level wise disclosures of financial assets and liabilities by categories are as follows :
Rs. In Crore
Particulars As at As at Level Valuation techniques and key inputs
March 31, March 31,
2020 2019
Financial Assets at amortised cost (non-current)
Deposit for premises / Security Deposits 15.67 16.00 3 Discounted cash flow method using
interest rate for similar financial
instrument
Financial Liabilities at amortised cost (non-current)
Sales tax Deferral Loan 0.42 3.40 3 Discounted cash flow method using
interest rate for similar financial
instrument

Unsecured Loan from Associate Company 7.75 6.83 3 Discounted cash flow method using
interest rate for similar financial
instrument
Financial Liabilities at amortised cost (current)
Sales tax Deferral Loan 2.47 5.06 3 Discounted cash flow method using
interest rate for similar financial
instrument

Fair value of cash and cash equivalents, loan and advances, trade receivables, trade payables, other financial assets/liabilities
approximate their carrying amounts largely due to the short term maturities of these instruments. Methods and assumptions used
to estimate the fair values are consistent with those used for the year ended March 31, 2020.
During the reporting period ended March 31, 2020 and March 31, 2019, there were no transfers between level 1, level 2 and level
3 fair value measurements.

76
Annual Report 2019-20

Notes to Financial Statement for the year ended March 31, 2020 (Contd.)
Reconciliation of Level 3 fair values :
The following table shows a reconciliation of the opening and closing balances for Level 3 fair values.
Rs. In Crore
Particulars Deposit for Sales Tax Loan from
premises / Deferral Loan Associate
Security Deposits Company
Opening Balance (April 01, 2018) 13.67 12.46 6.02
Additions during the year 1.22 - -
Interest Expenses - 1.06 0.81
Interest Income 1.19 - -
Repayment of Loan (0.08) (5.06) -
Closing Balance (March 31, 2019) 16.00 8.46 6.83
Additions during the year - - -
Interest Income 1.09 - -
Interest Expenses - 0.51 0.92
Repayment of Loan (1.42) (6.08) -
Closing Balance (March 31, 2020) 15.67 2.89 7.75

One percentage point change in the unobservable inputs used in fair valuation of level 3 assets or liabilities does not have
significant input in its value.
3.25 Events occurring after the Balance Sheet date
No adjusting or significant non - adjusting events have occurred between the reporting date and the date of authorisation.
3.26 Previous Year figures have been regrouped/ rearranged, wherever considered necessary to conform to current year’s
classification.
As per our report of even date
For D N V & Co For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No. 102079W B. R. Taneja Rajiv Goel
Managing Director Chief Financial Officer
CA Bharat Jain DIN NO:00328615 DIN NO:00328723
Partner Chetan Nathani
M. No.100583 Company Secretary
FCS NO:9836
Mumbai, July 31, 2020 Pune, July 31, 2020

77
Statement on Impact of Audit Qualifications (for audit report with modified opinion)
submitted along-with Annual Audited Financial Results – Standalone
I Statement on Impact of Audit Qualifications for the Financial Year ended March 31, 2020
[See Regulation 33/52 of the SEBI (LODR) (amendment Regulations, 2016]
Rs. In Crore
Sr. Particulars Audited Figures Adjusted Figures (audited
No. (as reported before adjusting figures after adjusting for
for qualifications) qualifications)
1. Turnover / Total income 1.313.99 1,313.99
2. Total Expenditure 1,554.42 1,676.00
3. Net Profit/(Loss) (240.43) (362.01)
4. Earnings Per Share (16.41) (24.71)
5. Total Assets 2,431.30 2,309.72
6. Total Liabilities 3,493.50 3,493.50
7. Net Worth (1,062.20) (1,183.78)
8. Any other financial item(s) (as felt appropriate by the - -
management)
Note :- Impact of Audit qualification mentioned in 2(a) , 4 (a), 5 (a) and 6 (a) below has not been included above as the exact quantum
of the same cannot be ascertained.
II. Audit qualification (each qualification separately):
(1) (a) Details of Audit Qualification:
The Company has outstanding Minimum Alternate Tax (MAT) entitlement, classified as Deferred Tax Asset as per Ind
AS- 12, Income Taxes, of Rs. 82.05 Crore as on March 31, 2020. Taking into consideration the loss during the period ended
March 31, 2020 and carried forward losses under the Income Tax, in our opinion, it is not probable that the MAT entitlement
can be adjusted within the specified period against the future taxable profits under the provisions of Income Tax Act 1961.
In view of the same, in our opinion, the MAT entitlement cannot be continued to be recognised as an asset in terms of
Ind AS-12. Non-writing off of the same has resulted in understatement of net loss for the year ended March 31, 2020 and
overstatement of other equity by Rs.82.05 Crore and its consequential effect on the Earnings per Share of the Company.
(b) Type of Audit Qualification : Qualified Opinion
(c) Frequency of qualification : appearing since financial year 2013-14.
(d) For Audit Qualification(s) where the impact is quantified by the auditor, Management’s Views :
 s per Ind AS- 12 “Income Tax“, Minimum Alternate Tax (MAT) credit (unused tax credit) is regarded as Deferred Tax
A
Assets and the same shall be recognised to the extent that it has become probable that future taxable profit will be available
against which the unused tax credit can be utilised. In view of Business uncertainties and pending debt Resolution, it is
difficult for the Company to fairly ascertain the probable future taxable profit against which MAT credit can be utilized.
Accordingly, the unabsorbed MAT credit, if any out of the total MAT credit of Rs. 82.05 Crore as at March 31, 2020, shall
be charged in the Statement of Profit and Loss to the extent it lapses in the respective years and subject to review of the same
once the Company opts for options permitted under section 115BAA of the Income Tax Act, 1961.
(e) For Audit Qualification(s) where the impact is not quantified by the auditor : Not Applicable
(i) Management’s estimation on the impact of audit qualification :
(ii) If management is unable to estimate the impact, reason for the same:
(iii) Auditor’s Comments on (i) or (ii) above:
(2) (a) Details of Audit Qualification:
The Company, through its subsidiary, has invested Rs. 48.43 Crore in Structo Hydraulics AB Sweden (SHAB). Net
receivables to the Company from SHAB against the supplies made is Rs. 15.41 Crore. The Company has received approval
from regulatory authorities for conversion into equity of an amount of Rs. 33.33 Crore (USD 5 Million) due from SHAB
and out of which Rs. 16.75 Crore has been converted into equity and the balance of Rs. 16.58 Crore is pending for allotment.
SHAB has been incurring losses and its net worth is also eroded due to continuing losses. No provision for diminution in
value of investment (including pending allotment) and net receivable against supplies is made by the Company. We are
unable to comment on the same and ascertain its impact, if any, on net loss for the year ended March 31, 2020, carrying
value of the investment and other equity as at March 31, 2020 in respect of the above matters.

78
Annual Report 2019-20

(b) Type of Audit Qualification : Qualified Opinion


(c) Frequency of qualification : appearing since financial year 2013-14.
(d) For Audit Qualification(s) where the impact is quantified by the auditor, Management’s Views: Not Applicable.
(e) For Audit Qualification(s) where the impact is not quantified by the auditor :
(i) Management’s estimation on the impact of audit qualification: Not ascertainable
(ii) If management is unable to estimate the impact, reason for the same:
The Company through its Subsidiary Company, ISMT Enterprises S.A., Luxembourg has invested Rs. 48.43 Crore
in Structo Hydraulics AB, Sweden (SHAB). The Company has received approval from regulatory authorities for
conversion into equity of an amount of Rs. 33.33 Crore (USD 5 Million) due from SHAB and out of which Rs. 16.75
Crore has been converted into equity and the balance of Rs. 16.58 Crore is pending for allotment. The net receivables on
account of sales made to SHAB as on March 31, 2020 are Rs. 15.41 Crore and the same is considered as collectible. No
provision, however, has been made as required by Ind AS 36 “Impairment of Assets” in respect of diminution in the value
of investment ( including pending allotment) , which is in the nature of forward integration and considered Strategic, Long
Term. The financial effect, if any, of the same on net loss for the year ended March 31, 2020, carrying value of investment
and other equity as at March 31, 2020 is not ascertainable.
(iii) Auditor’s Comments on (i) or (ii) above: Not ascertainable as explained in the qualification stated above.
(3) (a) Details of Audit Qualification:
The Company had recognized claim in earlier years, of which outstanding balance as on March 31, 2020 is Rs. 39.53
Crore, against Maharashtra State Electricity Distribution Company Ltd. (MSEDCL) for non-implementation of Energy
Banking Agreement. The Company had appealed to Appellate Tribunal (APTEL) against the order passed by Maharashtra
Electricity Regulatory Commission (MERC) and the same has been dismissed by the APTEL. The Company has preferred
appeal before the Hon’ble Supreme Court against the order of APTEL. The realization of this claim is contingent and
dependent upon the outcome of the decision of the Supreme Court. In our opinion the recognition of above claim, being
contingent asset in nature, is not in conformity with Ind AS-37, “Provisions, Contingent liabilities and Contingent assets”.
Recognition of the above claim has resulted into overstatement of carrying value of non –current assets and other equity by
Rs.39.53 Crore as at March 31, 2020.
(b) Type of Audit Qualification : Qualified Opinion
(c) Frequency of qualification : appearing since financial year 2013-14
(d) For Audit Qualification(s) where the impact is quantified by the auditor, Management’s Views:
Maharashtra Electricity Regulatory Commission (MERC) had disallowed Company’s petition regarding banking of energy
facility under Energy Banking Agreement (EBA) vide its orders dated June 20, 2014 and January 12, 2015. The Company
filed an appeal before the Appellate Tribunal For Electricity (APTEL) against the said order and the same has been dismissed
by the APTEL vide their order dated April 1, 2016. The Company’s appeal, challenging the APTEL order is pending before
the Hon’ble Supreme Court.
The Company had accrued EBA benefit aggregating to Rs. 49.97 Crore up to March 31, 2014, of which amount outstanding
as on March 31, 2020 is Rs. 39.53 Crore, representing excess energy charges paid to Maharashtra State Electricity
Distribution Company Limited (MSEDCL) on account of non-availability of banking of energy facility. There has been no
further accrual since April 1, 2014 on account of suspension of operation of power plant.
Being a sub-judice matter, it is not possible to reasonably or reliably determine the recoverable amount; hence the receivable
from MSEDCL is measured on the reporting date at the carrying amount of Rs.39.53 Crore. The financial effect, if any, of
the same on net loss for year ended March 31, 2020, carrying value of non-current asset and other equity as at March 31,
2020 is not ascertainable.
(e) For Audit Qualification(s) where the impact is not quantified by the auditor: Not Applicable
(i) Management’s estimation on the impact of audit qualification:
(ii) If management is unable to estimate the impact, reason for the same:
(iii) Auditor’s Comments on (i) or (ii) above:
(4) (a) Details of Audit Qualification:
The Company is unable to determine the recoverable value of 40 MW Captive Power Project (CPP) at Chandrapur,
Maharashtra, hence, the CPP is measured on March 31, 2020 at the carrying amount of Rs. 237.29 Crore and impairment
loss, if any, is not recognised as required by Ind AS 36 “Impairment of the Assets”. In view of the aforesaid, we are unable
to determine the impact of the same, if any, on net loss for the year ended March 31 2020, carrying value of the CPP and
other equity as at March 31, 2020.

79
(b) Type of Audit Qualification : Qualified Opinion
(c) Frequency of qualification : appearing since financial year 2018-19
(d) For Audit Qualification(s) where the impact is quantified by the auditor, Management’s Views: Not applicable.
(e) For Audit Qualification(s) where the impact is not quantified by the auditor:
(i) Management’s estimation on the impact of audit qualification: Not ascertainable
(ii) If management is unable to estimate the impact, reason for the same:
Considering prevailing uncertainties of operating the 40 MW Captive Power Plant (CPP) at Chandrapur, Maharashtra
or disposing it as going concern or otherwise and pending outcome of supreme court decision as referred 3 (d) , it is
not possible to reasonably or reliably determine the recoverable amount and consequently to ascertain whether there
is any impairment of the CPP as required by Ind AS 36 “Impairment of Assets”.
Hence the aforesaid asset is measured as at March 31, 2020 at the carrying amount of Rs 237.29 Crore. The financial
effect, if any, of the same on net loss for the year ended March 31, 2020, carrying value of CPP and other equity as at
March 31, 2020 is not ascertainable
(iii) Auditor’s Comments on (i) or (ii) above: Not ascertainable as explained in the qualification stated above
(5) (a) Details of Audit Qualification:
The Company is unable to determine the recoverable value of investment (including advances) in Tridem Port and Power
Company Private Limited (TPPCL), wholly owned subsidiary company, of Rs 116.69 Crore on Balance Sheet date. Hence
impairment loss, if any, is not recognised as required by Ind AS 36 “Impairment of the Assets”. In view of the aforesaid, we
are unable to determine the impact of the same, if any, on the net loss for the year ended March 31 2020, carrying value of
the investment and other equity as at March 31, 2020.
(b) Type of Audit Qualification : Qualified Opinion
(c) Frequency of qualification : appearing since financial year 2018-19
(d) For Audit Qualification(s) where the impact is quantified by the auditor, Management’s Views: Not applicable.
(e) For Audit Qualification(s) where the impact is not quantified by the auditor:
(i) Management’s estimation on the impact of audit qualification: Not ascertainable
(ii) If management is unable to estimate the impact, reason for the same:
Tridem Port and Power Company Private Limited (TPPCL), the wholly owned subsidiary of the Company, along with
its subsidiaries had proposed to set up a thermal power project and captive port in Tamil Nadu. TPPCL had obtained
the approvals for the projects including acquisition of land but no construction activity had commenced. However,
on account of subsequent adverse developments, the TPPCL had decided not to pursue these projects. There has been
negligible interest from the potential buyers due to present power sector scenario. TPPCL has also unsuccessfully tried
to sell the freehold land.
Considering premature status of the project, prevailing power sector scenario, ongoing litigations, the various
alternative usage of land of the project and inability to successfully pursue the sale of the project or its freehold land,
it is not possible to reasonably or reliably determine the recoverable amount and consequently to ascertain whether
there is any impairment of the amount invested in TPPCL as required by Ind AS 36 “Impairment of Assets” and hence
the aforesaid asset is measured on the Balance sheet date at the carrying amount of Rs 116.69 Crore
(including advances given to TPPCL of Rs. 114.11 Crore). The financial effect, if any, of the same on loss for the year
ended March 31, 2020, carrying value of the investment and other equity as at March 31, 2020 is not ascertainable.
(iii) Auditor’s Comments on (i) or (ii) above: Not ascertainable as explained in the qualification stated above
(6) (a) Details of Audit Qualification:
Pending approval/ sanction of debt restructuring scheme by lenders and balance confirmation from lenders, the Company
has not provided for the overdue /penal interest, if any. The quantum and its impact, if any, on the net loss for the year
ended March 31 2020, carrying value of the Borrowings (i.e. Financial Liabilities) and other equity as at March 31, 2020 is
unascertainable.
(b) Type of Audit Qualification : Qualified Opinion
(c) Frequency of qualification : appearing since financial year 2016-17
(d) For Audit Qualification(s) where the impact is quantified by the auditor, Management’s Views: Not applicable.

80
Annual Report 2019-20

(e) For Audit Qualification(s) where the impact is not quantified by the auditor:
(i) Management’s estimation on the impact of audit qualification: Not ascertainable.
(ii) If management is unable to estimate the impact, reason for the same:
Consequent to RBI Circular dated 12th February, 2018 the lenders have decided to explore assignment of debt as
a Resolution Plan. Accordingly, Banks holding about 74% of the principal debt have assigned their debt to Asset
Reconstructing Companies (ARCs) while Banks holding most of the remaining debt are also pursuing the process
for assignment of debt to ARCs. Majority of the lenders of the Company consisting of both ARCs and the banks
have signed Inter Creditor Agreement as per the RBI guidelines for restructuring the debt of the Company. However
the restructuring and assignment of further debt could not be concluded due to the implementation of countrywide
lockdown on account of COVID -19 outbreak. Restructuring of debt to be done on a sustainable basis could inter-alia
necessitate down-sizing of debt including interest and will also need to factor in the COVID impact on global and
domestic economy and consequently on the business of the Company.
Notwithstanding the pending restructuring of debt and balance confirmations from Lenders, interest on the loans
has been provided as per the terms of sanction letters of the respective banks on simple interest basis (excluding
overdue / penal and compounding of interest). In view of restructuring exercise, occurrence of such interest though
unascertained, however the same has been provided out of abundant precaution. The financial effect, if any of non
provision of overdue / penal and compounding of interest, on loss for the year ended March 31, 2020, carrying value
of the borrowings (i.e. financial liabilities) and other equity as at March 31, 2020 is not ascertainable.
(iii) Auditor’s Comments on (i) or (ii) above: Not ascertainable as explained in the qualification stated above.

As per our report of even date


For D N V & Co For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No. 102079W B. R. Taneja Rajiv Goel
Managing Director Chief Financial Officer
CA Bharat Jain DIN NO:00328615 DIN NO:00328723
Partner Chetan Nathani
M. No.100583 Company Secretary
FCS NO:9836
Mumbai, July 31, 2020 Pune, July 31, 2020

81
INDEPENDENT AUDITOR’S REPORT
To the Members of ISMT Limited b) The Parent company had recognized claim in earlier
Report on the Audit of the Consolidated Financial Statements years, of which outstanding balance as on March 31,
2020 is Rs. 39.53 Crores, against Maharashtra State
1. Qualified Opinion
Electricity Distribution Company Ltd. (MSEDCL) for
We have audited the accompanying consolidated financial non-implementation of Energy Banking Agreement.
statements of ISMT Limited (“the Parent Company”) and The Parent Company had appealed to Appellate
its subsidiaries (the Parent Company and its subsidiaries Tribunal (APTEL) against the order passed by
together referred to as “the ISMT Group”), which comprise Maharashtra Electricity Regulatory Commission
the Consolidated Balance Sheet as at March 31, 2020, (MERC) and the same has been dismissed by the
the Consolidated Statement of Profit and Loss (including APTEL. The Parent Company has preferred appeal
Other Comprehensive Income), the Consolidated Statement before the Hon’ble Supreme Court against the order
of Changes in Equity and the Consolidated Statement of of APTEL. The realization of this claim is contingent
Cash Flows for the year ended on that date, notes to the and dependent upon the outcome of the decision of
consolidated financial statements, including a summary of the Supreme Court. In our opinion the recognition of
the significant accounting policies and other explanatory above claim, being contingent asset in nature, is not in
information (hereinafter referred to as “the consolidated conformity with Ind AS-37, “Provisions, Contingent
financial statements”). liabilities and Contingent assets”. Recognition of the
In our opinion and to the best of our information and above claim has resulted in overstatement of carrying
according to the explanations given to us, except for value of non–current assets and other equity by
the effects of the matter described in the Basis for Rs.39.53 Crores as at March 31, 2020. Refer Note No.
Qualified Opinion section of our report, and based on 3.17 (i) of the consolidated financial statements.
the consideration of reports of other auditors on separate c) The Parent Company is unable to determine the
financial statements of such subsidiaries as were audited recoverable value of 40 MW Captive Power Project
by the other auditors, the aforesaid consolidated financial (CPP) at Chandrapur, Maharashtra for the reasons
statements give the information required by the Companies stated in Note No 3.17 (ii) of the consolidated
Act, 2013 (the “Act”) in the manner so required and give a financial statements; hence, the CPP is measured on
true and fair view in conformity the accounting principles March 31,2020 at the carrying amount of Rs. 237.29
generally accepted in India including Indian Accounting Crores and impairment loss, if any, is not recognised
Standards (“Ind AS”) specified under section 133 of the Act as required by Ind AS 36 “Impairment of the Assets”.
read with the Companies (Indian Accounting Standards) In view of the aforesaid, we are unable to determine
Rules as amended and other accounting principles the impact of the same, if any, on consolidated net loss
generally accepted in India, of the consolidated state of for the year ended March 31, 2020, carrying value of
affairs (financial position) of the ISMT Group as at March the CPP and other equity as at March 31, 2020.
31, 2020, the consolidated loss (financial performance
d) The ISMT Group is unable to determine the
including Consolidated other comprehensive income),
recoverable value of thermal power project and
consolidated changes in equity and its consolidated cash
captive port (TPP) at Tamilnadu for the reasons
flows for the year ended on that date.
stated in Note No. 3.16 of the consolidated financial
2. Basis for Qualified Opinion statements. Hence, the TPP is measured on March 31,
a) The Parent company has outstanding Minimum 2020 at the carrying amount of Rs. 104.56 Crores and
Alternate Tax (MAT) entitlement, classified as impairment loss, if any, is not recognised as required
Deferred Tax Asset as per Ind AS- 12, Income Taxes, by Ind AS 36 “Impairment of the Assets”. In view of
of Rs. 82.05 Crores as on March 31, 2020. Taking into the aforesaid, we are unable to determine the impact
consideration the loss during the period ended March of the same, if any, on consolidated net loss for year
31, 2020 and carried forward losses under the Income ended March 31 2020, carrying value of the TPP and
Tax, in our opinion, it is not probable that the MAT other equity as at March 31, 2020.
entitlement can be adjusted within the specified period e) Pending approval / sanction of debt restructuring
against the future taxable profits under the provisions scheme by lenders and balance confirmation from
of Income Tax Act 1961. In view of the same, in our majority of lenders, the Parent Company has not
opinion, the MAT entitlement cannot be continued to provided for the overdue / penal interest, if any for
be recognised as an asset in terms of Ind AS-12. Non- the reason stated in Note No 3.15 of the consolidated
writing off of the same has resulted in understatement financial statement. The quantum and its impact, if
of consolidated net loss for the year ended March 31, any, on the consolidated net loss for the year ended
2020 and overstatement of other equity by Rs.82.05 March 31, 2020, carrying value of the Borrowings
Crores and its consequential effect on the Earnings (i.e. Financial Liabilities) and other equity as at March
per Share of the ISMT Group. 31, 2020 is unascertainable.

82
Annual Report 2019-20

We conducted our audit of the consolidated financial These matters were addressed in the context of our audit
statements in accordance with the Standards on Auditing of the consolidated financial statements as a whole, and
(“SAs”) specified under section143(10) of the Companies in forming our opinion thereon, and we do not provide a
Act, 2013. Our responsibilities under those Standards are separate opinion on these matters. In addition to the matters
further described in the Auditor’s Responsibilities for the described in the Basis for Qualified Opinion section referred
Audit of the Consolidated Financial Statements section in para 2 above and Material Uncertainty Related to Going
of our report. We are independent of the ISMT Group in Concern section in para 3 above, we have determined the
accordance with the Code of Ethics issued by the Institute matters described in Annexure A to be the key audit matters
of Chartered Accountants of India (“ICAI”) together with to be communicated in our report.
the ethical requirements that are relevant to our audit of 6. Information Other than the Consolidated Financial
the consolidated financial statements under the provisions Statements and Auditor’s Report Thereon
of the Act and the Rules made thereunder, and we have
The Parent Company’s Board of Directors is responsible
fulfilled our other ethical responsibilities in accordance
for the preparation of the other information. The other
with these requirements and the ICAI’s Code of Ethics.
Information comprises the information included in the
We believe that the audit evidence we have obtained along Parent Company’s Annual Report, but does not include
with the consideration of audit reports of the other auditors consolidated financial statements and our auditor’s report
referred to in sub-paragraph (a) of the “Other Matter” thereon.
paragraph below, is sufficient and appropriate to provide
Our opinion on the consolidated financial statements does
a basis for our qualified audit opinion on the consolidated
not cover the other information and we do not express any
financial statements.
form of assurance conclusion thereon.
3. Material uncertainty Related to Going Concern
In connection with our audit of the consolidated financial
The ISMT Group has accumulated losses and its net worth statements, our responsibility is to read the other
has been fully eroded, the ISMT Group has incurred information and, in doing so, consider whether the other
consolidated net cash loss during the year ended March 31, information is materially inconsistent with the consolidated
2020 and in previous years and the ISMT Group’s current financial statements or our knowledge obtained in the audit
liabilities exceeded its current assets as at March 31, 2020. or otherwise appears to be materially misstated.
These conditions indicate the existence of a material
If, based on the work we have performed including the
uncertainty that may cast significant doubt on the ISMT
work done/audit report of other auditors and on the other
Group’s ability to continue as a going concern. However,
information obtained prior to the date of this auditor’s
the consolidated financial statements of the Company have
report, we conclude that there is a material misstatement of
been prepared on a going concern basis for the reasons
this other information, we are required to report that fact.
stated in the Note No. 3.14 of the consolidated financial
We have nothing to report in this regard.
statements.
7. Management’s Responsibility for the Consolidated
Our opinion is not modified in respect of this matter.
Financial Statements
4. Emphasis of Matter (s)
The Parent Company’s Board of Directors is responsible
We draw attention to: for the matters stated in section 134(5) of the Act with
a) Notes No 1.31 to the consolidated financial statements respect to preparation of these consolidated financial
regarding remuneration to the Managing Director and statements that give a true and fair view of the consolidated
Executive Director of the Parent Company amounting financial position, consolidated financial performance,
to Rs. 3.41 Crores for the financial year 2019-20 consolidated total comprehensive income, consolidated
(Rs. 9.43 Crores cumulative up to March 31, 2020) is changes in equity and consolidated cash flows of the
subject to approval of Lenders. ISMT Group in accordance with the Ind AS and other
b) Note no. 3.3 of consolidated financial statements, accounting principles generally accepted in India. The
regarding the uncertainties arising out of the outbreak respective Board of Directors of the companies included
of COVID 19 pandemic and the assessment made by in the ISMT Group are responsible for maintenance of
the management on its operations and the financial the adequate accounting records in accordance with the
reporting for the year ended March 31, 2020. Such an provisions of the Act for safeguarding the assets of the
assessment and the outcome of the pandemic, as made ISMT Group and for preventing and detecting frauds and
by the management, is dependent on the circumstances other irregularities; selection and application of appropriate
as they evolve in the subsequent periods accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
Our opinion is not modified in respect of these matters.
and maintenance of adequate internal financial controls,
5. Key Audit Matters that were operating effectively for ensuring the accuracy
Key audit matters are those matters that, in our professional and completeness of the accounting records, relevant to the
judgment, were of most significance in our audit of the preparation and presentation of the consolidated financial
consolidated financial statements of the current period. statements that give a true and fair view and are free from

83
material misstatement, whether due to fraud or error, • Conclude on the appropriateness of management’s
which have been used for the purpose of preparation of the use of the going concern basis of accounting in
consolidated financial statements by the Directors of the preparation of consolidated financial statements
Parent Company, as aforesaid. and, based on the audit evidence obtained, whether
In preparing the consolidated financial statements, the a material uncertainty exists related to events or
respective Board of Directors of the companies included conditions that may cast significant doubt on the
in the ISMT Group are responsible for assessing the ISMT Group ability to continue as a going concern.
ability of each company to continue as a going concern, If we conclude that a material uncertainty exists, we
disclosing, as applicable, matters related to going concern are required to draw attention in our auditor’s report
and using the going concern basis of accounting unless to the related disclosures in the consolidated financial
management either intends to liquidate the company or to statements or, if such disclosures are inadequate, to
cease operations, or has no realistic alternative but to do so. modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s
The respective Board of Directors of the companies included
report. However, future events or conditions may
in the ISMT Group are also responsible for overseeing the
cause the ISMT Group to cease to continue as a going
financial reporting process of each company.
concern;
8. Auditor’s Responsibilities for the Audit of the
• Evaluate the overall presentation, structure and content
Consolidated Financial Statements
of the consolidated financial statements, including the
Our objectives are to obtain reasonable assurance about disclosures, and whether the consolidated financial
whether the consolidated financial statements as a whole statements represent the underlying transactions and
are free from material misstatement, whether due to fraud events in a manner that achieves fair presentation;
or error, and to issue an auditor’s report that includes our
• Obtain sufficient appropriate audit evidence regarding
opinion. Reasonable assurance is a high level of assurance,
the financial information of such entities within the
but is not a guarantee that an audit conducted in accordance
ISMT Group to express an opinion on the consolidated
with SAs will always detect a material misstatement when
financial statements. We are responsible for the
it exists. Misstatements can arise from fraud or error and are
direction, supervision and performance of the audit
considered material if, individually or in the aggregate, they
of financial information of the entities included in the
could reasonably be expected to influence the economic
consolidated financial statements of which we are the
decisions of users taken on the basis of these consolidated
independent auditors. For the other entities included
financial statements.
in the consolidated financial statements, which have
As part of an audit in accordance with SAs, we exercise been audited by other auditors, such other auditors
professional judgment and maintain professional skepticism remain responsible for the direction, supervision and
throughout the audit. We also: performance of the audits carried out by them. We
• Identify and assess the risks of material misstatement remain solely responsible for our audit opinion.
of the consolidated financial statements, whether We believe that the audit evidence obtained by us along
due to fraud or error, design and perform audit with the consideration of audit reports of the other auditors
procedures responsive to those risks, and obtain audit referred to in paragraph (a) of the “Other Matters” below,
evidence that is sufficient and appropriate to provide is sufficient and appropriate to provide a basis for our audit
a basis for our opinion. The risk of not detecting a opinion on the consolidated financial statements.
material misstatement resulting from fraud is higher
Materiality is the magnitude of misstatements in the
than for one resulting from error, as fraud may
consolidated financial statements that, individually or in
involve collusion, forgery, intentional omissions,
aggregate, makes it probable that the economic decisions of
misrepresentations, or the override of internal control;
a reasonably knowledgeable user of the financial statements
• Obtain an understanding of internal control relevant may be influenced. We consider quantitative materiality
to the audit in order to design audit procedures that and qualitative factors in (i) planning the scope of our audit
are appropriate in the circumstances. Under section work and in evaluating the results of our work; and (ii) to
143(3)(i) of the Companies Act, 2013, we are also evaluate the effect of any identified misstatements in the
responsible for expressing our opinion through a consolidated financial statements.
separate report on the complete set of consolidated
We communicate with those charged with governance of
financial statements on whether the company has
the Parent Company regarding, among other matters, the
adequate internal financial controls with reference
planned scope and timing of the audit and significant audit
to consolidated financial statements in place and the
findings, including any significant deficiencies in internal
operating effectiveness of such controls;
control that we identify during our audit.
• Evaluate the appropriateness of accounting policies
We also provide those charged with governance with a
used and the reasonableness of accounting estimates
statement that we have complied with relevant ethical
and related disclosures made by management;
requirements regarding independence, and to communicate

84
Annual Report 2019-20

with them all relationships and other matters that may The Parent Company’s management has converted
reasonably be thought to bear on our independence, and these financial statements / financial information
where applicable, related safe guards. of such subsidiaries to the Indian GAAP and the
From the matters communicated with those charged with accounting principles generally accepted in India. We
governance, we determine those matters that were of have audited these conversion adjustments made by
most significance in the audit of the consolidated financial the Parent Company’s management and our opinion
statements of the current period and are therefore the key on the Statement, in so far as it relates to the amounts
audit matters. We describe these matters in our auditor’s and disclosures in respect of these subsidiaries, is
report unless law or regulation precludes public disclosure based solely on the reports of such auditors and the
about the matter or when, in extremely rare circumstances, procedures performed by us in the above paragraph
we determine that a matter should not be communicated and our audit of the conversion adjustments made.
in our report because the adverse consequences of doing Our opinion on the Consolidated Financial Statements,
so would reasonably be expected to outweigh the public and our report on Other Legal and Regulatory
interest benefits of such communication. Requirements below, is not modified in respect of
9. Other Matters the above matters with respect to our reliance on the
work done and the reports of the other auditors and the
a) We did not audit the financial statements / financial
financial statements / financial information certified
information of Eight (8) subsidiaries, whose financial
by the Management.
statements/ financial information reflect total assets
of Rs. 293.39 Crores as at March 31, 2020, total 10. Report on Other Legal and Regulatory Requirements
revenues of Rs. 104.98 Crores and net cash outflows A. With respect to the other matters to be included in the
amounting to Rs.10.75 Crores for the year ended on Auditor’s Report in accordance with the requirements of
that date, as considered in the consolidated financial section 197(16) of the Act, as amended, in our opinion
statements. These financial statements have been and to the best of our information and according to the
audited by other auditors whose reports have been explanations given to us, the remuneration paid by the Parent
furnished to us by the Management and our opinion Company to its directors during the year is in accordance
on the consolidated financial statements, in so far as with the provisions of section 197 of the Act except to the
it relates to the amounts and disclosures included in extent referred in Annexure B to this report. Subsidiaries
respect of these subsidiaries, and our report in terms incorporated in India have not paid any remuneration to its
of sub-sections (3) and (11) of Section 143 of the Act, directors.
in sofar as it relates to the aforesaid subsidiaries, is B. As required by Section 143(3) of the Act, based on our audit
based solely on the reports of the other auditors. we report that:
b) We did not audit the financial statements/ financial a) We have sought and obtained all the information
information of two (2) subsidiaries, whose financial and explanations, except for the matter described in
statements/ financial information reflect total assets of the Basis for Qualified Opinion paragraph above,
Rs. 65.43 Crores as at March 31, 2020, total revenues which to the best of our knowledge and belief were
of Rs. 0.16 Crores and net cash out flows amounting necessary for the purposes of our audit of the aforesaid
to Rs. 0.11 Crores for the year ended on that date, as consolidated financial statements.
considered in the consolidated financial statements.
b) except for the effects / possible effects of the
These financial statements/ financial information
matters described in the Basis for Qualified Opinion
are unaudited and have been furnished to us by
paragraph above, in our opinion, proper books of
management and our opinion on the consolidated
account as required by law relating to preparation of
financial statements, in so far as it relates to the
the aforesaid consolidated financial statements have
amounts and disclosures included in respect of the
been kept so far as it appears from our examination of
aforesaid subsidiaries, and our report in terms of
those books.
sub-sections (3) and (11) of Section 143 of the Act,
in sofar as it relates to the aforesaid subsidiaries, is c) except for the effects / possible effects of the matters
based solely on such unaudited financial statement/ described in the Basis for Qualified Opinion paragraph
financial information. In our opinion and according above, In our opinion, the Consolidated Balance
to information and explanations given to us by the Sheet, the Consolidated Statement of Profit and Loss
management, these financial statements / financial including (including Other Comprehensive Income),
information are not material to the ISMT Group. Consolidated Statement of Changes in Equity and the
Consolidated Statement of Cash Flows dealt with by
In case of subsidiaries located outside India, these
this Report are in agreement with the relevant books
financial statements / financial information have been
of account maintained for the purpose of preparation
prepared in accordance with accounting principles
of the consolidated financial statements.
generally accepted in its respective country and have
been audited by their respective independent auditors.

85
d) In our opinion, except for the effects of the matters information and according to the explanations given
described in the Basis for Qualified Opinion paragraph to us and based on the consideration of the reports
above the aforesaid consolidated financial statements of the other auditors on separate financial statements
comply with the Ind AS specified under Section 133 of of the subsidiaries, as noted in the “Other Matter”
the Act, read with Rule 7 of the Companies (Accounts) paragraph:
Rules, 2014. i. The consolidated financial statements disclose
e) The matters described in the Basis for Qualified Opinion the impact of pending litigations on the
paragraph above, in our opinion, may have an adverse consolidated financial position of the ISMT
effect on the functioning of the Parent company. Group– Refer Note No 3.1 of consolidated
f) On the basis of the written representations received financial statements.
from the directors of the Parent Company as on March ii. The ISMT Group did not have any material
31, 2020 taken on record by the Board of Directors of foreseeable losses on long-term contracts
the Parent Company and the reports of the statutory including derivative contracts;
auditors of its subsidiary companies incorporated in iii. There has been no delay in transferring
India, none of the directors of the Group companies amounts, required to be transferred, to the
incorporated in India is disqualified as on March 31, Investor Education and Protection Fund by the
2020 from being appointed as a director in terms of Parent Company. There are no amounts which
Section 164 (2) of the Act. are required to be transferred to the Investor
g) The qualifications relating to maintenance of accounts Education and Protection Funds by its subsidiary
and other matters connected therewith are as stated in companies incorporated in India during the year
the Basis for Qualified Opinion paragraph above. ended March 31 2020.
h) With respect to the adequacy of the internal financial For D N V & Co.
controls with reference to the financial statements of Chartered Accountants
the Parent Company and its Subsidiaries companies Firm’s registration No.: 102079W
incorporated in India and the operating effectiveness
of such controls, refer to our separate Report in CA Bharat Jain
“Annexure C”. Partner
i) With respect to the other matters to be included in Membership No.: 100583
the Auditor’s Report in accordance with Rule 11 of UDIN: 20100583AAAADE1196
the Companies (Audit and Auditors) Rules, 2014, Place: Mumbai
as amended in our opinion and to the best of our Date: July 31, 2020

86
Annual Report 2019-20

Annexure A: KEY AUDIT MATTERS as referred in Para 5 of the Independent Auditor’s Report on
Consolidated financial statement:
KEY AUDIT MATTER RESPONSE TO KEY AUDIT MATTER
Parent Company:
Inventory of raw material, work in progress, finished
goods and stores and spares (Existence)
Management’s physical verification of inventories was not On account of COVID – 19 related nationwide lockdown, we were
physically observed by us at the year-end or subsequent to unable to carry out inventory verification at the year end or subsequent
the year-end due to the restrictions imposed on account of to the year-end. Inventories, being material to the financial statements of
COVID-19. the company, we have performed following alternate procedures to audit
the existence of inventory as per the guidance provided in SA 501 “Audit
Evidence - Specific Considerations for Selected Items”, which includes:
a) Evaluated the design and implementation of the controls over
physical verification of inventory and tested the operating
effectiveness of these controls during the interim periods;
b) Inspection of supporting documentation relating to purchases,
production, sales, results of cyclical count performed by the
Management throughout the year and such other third-party
evidences where applicable;
c) Obtained verification reports of the in-house Internal Audit
department managing inventory verification process on regular
basis and at year end at factories and other location and also verified
the instructions provided by the management in respect of the same;
and
d) Performed Roll back and forward procedure wherever required.
Evaluated the differences identified during physical verification of
inventories and it was noted that there were no major deviations
found.
Property Plant and Equipment
Refer Note no 2.6 and 2.21 for policies in respect of In view of the significance of the matter our procedures in this area
Property, Plant and Equipment included the following:
The carrying amount of Property, Plant and Equipment a) Testing the design, implementation and operating effectiveness
including Capital work in progress is Rs 1,479.24 Crores, of key controls over the impairment review process including the
which represents about 61.67% of the total assets of the review and approval of forecasts and review of valuation models;
ISMT Group. b) assessing the valuation methodology used by management and
The value in use of these Property, Plant and Equipment testing the mechanical accuracy of the impairment models;
have been determined based on certain assumptions and c) evaluating the reasonableness of the valuation assumptions, such as
estimates of future performance. discount rates, used by management through reference to external
The value in use so determined of each Cash Generating market data;
Unit (CGU) identified by the management have been used d) challenging the appropriateness of the business assumptions used
for the impairment evaluation of the Property, Plant and by management, such as sales growth and the probability of success
Equipment. of new products;
Due to the significance of the value of the PPE, the e) evaluating the past performances where relevant and assessing
inherent uncertainty and judgment involved in forecasting historical accuracy of the forecast produced by management;
performance and the estimates involved in discounting
f) Considering whether events or transactions that occurred after
future cash flows, we have considered these estimates to
the balance sheet date but before the reporting date affect the
be significant to our overall audit strategy and planning.
conclusions reached on the carrying values of the assets and
associated disclosures;
g) Evaluating the adequacy of the disclosures made in the consolidated
financial statements; and
h) Also refer para 2c & 2d of the Auditor’s Report regarding inability
to determine net realizable value of Captive Power Plant (CPP) and
thermal power project and captive port (TPP).

87
Impairment of Trade Receivables:
Trade Receivables, net of impairment allowance, amounts We have performed the following processes in relation to Management’s
to Rs. 198.74 Crores as on March 31, 2020, which Judgment in identification of impairment of value of Receivables and
constitutes about 8.28% of the total Assets of the ISMT adequacy of impairment provision:
Group. a) We have referred to the defined policy in place stipulating the
Management’s judgment is involved in identifying methodology of making impairment provision in respect of overdue
impairment in the value of the receivable which has an Receivable amounts;
adverse impact on the profits of the ISMT Group. b) We have also reviewed age-wise analysis in respect of Receivables
and ensured that the provisioning is made according to such
policy. The above referred provisioning policy stipulates different
provisioning norms for Receivables with confirmations and without
confirmations;
c) We have analyzed “Simplified Approach” adopted by the Group to
determine expected credit loss (ECL);
d) We have sought information and explanations from the department
Heads regarding the status of receivable for the purpose of ensuring
adequate impairment provisions; and
e) We have also tested subsequent collections made from the overdue
receivables.
Evaluation of Uncertain outcome of pending litigation
Refer note 3.1 for policies in respect of contingent Our audit procedures include the following substantive procedures:
liabilities a) Obtained understanding of key issues involved in pending tax and
The ISMT Group is subject to periodic challenges by other litigations;
local tax authorities during the normal course of business b) Read and analysed select key correspondences, external legal
in respect of indirect tax Matters. The company is having opinions / consultations by management; and
indirect tax liability in dispute amounting to Rs 48 Crores
c) Discussed with appropriate senior managementand evaluated
as on March 31, 2020
management’s underlying key assumptions in assessing
Further the ISMT Group is having pending legal cases management’s estimate of the possible outcome of the disputed
filed against the company with the claim amount involved matters.
of Rs 211.06 Crores as on March 31, 2020
These litigations involve significant management
judgment to determine the possible outcome of the
uncertain tax positions and legal cases, consequently
having an impact on related accounting and disclosures in
the consolidated financial statements.
Annexure B :
Details of Managerial Remuneration paid / provided in excess of requisite approval:
Rs. In Crores
Designation Amount paid / Amount paid / Amount due as Steps taken for
provided provided in excess of recoverable from recovery
the limit prescribed Balance Sheet
The Managing Director
Remuneration:
Paid 1.20 1.20 #1.20 -
Provided 0.60 0.60 - -

Executive Director
Remuneration:
Paid 0.15 0.15 #0.15 -
Provided 1.46 1.46 - -
Total 3.41 3.41 1.35
# Recoverable subject to approval of Lenders.
Rs.6.02 Crores up to financial year 2018-19 paid / provided.
88
Annual Report 2019-20

ANNEXURE C TO THE INDEPENDENT AUDITOR’S REPORT


(Referred to in paragraph 10 C (h) under ‘Report on Other Legal Meaning of Internal Financial Controls with reference to
and Regulatory Requirements’ section of our report of even date) consolidated financial statements:
Report on the Internal Financial Controls with reference to A company’s internal financial control with reference to
consolidated financial statements under Clause (i) of Sub- consolidated financial statements is a process designed to provide
section 3 of Section 143 of the Companies Act, 2013 (“the Act”) reasonable assurance regarding the reliability of financial reporting
We have audited the internal financial controls with reference to and the preparation of consolidated financial statements for external
consolidated financial statements of ISMT Limited (‘the Parent purposes in accordance with generally accepted accounting
Company’) and its subsidiary Companies which are companies principles. A company’s internal financial control with reference
incorporated in India, as at March 31, 2020 in conjunction with to consolidated financial statements includes those policies and
our audit of the consolidated financial statements of the Group procedures that (1) pertain to the maintenance of records that, in
for the year ended and as on that date. reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company; (2) provide reasonable
Management’s Responsibility for Internal Financial Controls assurance that transactions are recorded as necessary to permit
The Respective Board of Directors of the Parent Company and preparation of financial statements in accordance with generally
its subsidiary companies, which are companies incorporated in accepted accounting principles, and that receipts and expenditures of
India, are responsible for establishing and maintaining internal the Company are being made only in accordance with authorizations
financial controls based on the internal control with reference of management and directors of the Company; and (3) provide
to financial statements criteria established by the Company reasonable assurance regarding prevention or timely detection
considering the essential components of internal control stated of unauthorized acquisition, use, or disposition of the Company’s
in the Guidance Note on Audit of Internal Financial Controls assets that could have a material effect on the financial statements.
over Financial Reporting issued by the Institute of Chartered Inherent Limitations of Internal Financial Controls with
Accountants of India (‘ICAI’). These responsibilities include the reference to consolidated financial statements:
design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the Because of the inherent limitations of internal financial controls
orderly and efficient conduct of its business, including adherence with reference to financial statements, including the possibility
to respective company’s policies, the safeguarding of its assets, of collusion or improper management override of controls,
the prevention and detection of frauds and errors, the accuracy material misstatements due to error or fraud may occur and not
and completeness of the accounting records, and the timely be detected. Also, projections of any evaluation of the internal
preparation of reliable financial information, as required under financial controls with reference to financial statements to future
the Companies Act, 2013. periods are subject to the risk that the internal financial control
with reference to consolidated financial statements may become
Auditor’s Responsibility inadequate because of changes in conditions, or that the degree
Our responsibility is to express an opinion on the Group’s of compliance with the policies or procedures may deteriorate.
internal financial controls with reference to consolidated financial Opinion:
statements based on our audit. We conducted our audit in
accordance with the Guidance Note on Audit of Internal Financial In our opinion, the Parent Company and its subsidiary companies,
Controls over Financial Reporting (the ‘Guidance Note’) issued by which are companies incorporated in India, have, in all material
ICAI and the Standards on Auditing, issued by ICAI and deemed to respects, an adequate internal financial controls system with
be prescribed under Section 143(10) of the Companies Act, 2013, reference to consolidated financial statements and such internal
to the extent applicable to an audit of internal financial controls, financial controls with reference to consolidated financial
both issued by the Institute of Chartered Accountants of India. statements were operating effectively as at March 31, 2020, based
on the internal control with reference to consolidated financial
Those Standards and the Guidance Note require that we comply statements criteria established by the Company considering the
with ethical requirements and plan and perform the audit to obtain essential components of internal control stated in the Guidance
reasonable assurance about whether adequate internal financial Note on Audit of Internal Financial Controls Over Financial
controls with reference to consolidated financial statements was Reporting issued by the ICAI.
established and maintained and if such controls operated effectively
in all material respects. Our audit involves performing procedures Other Matter:
to obtain audit evidence about the adequacy of the internal financial Our aforesaid report under Section 143(3)(i) of the Act on the
controls system with reference to consolidated financial statements adequacy and operating effectiveness of the internal financial
and their operating effectiveness. Our audit of internal financial controls with reference to consolidated financial statements in so
controls with reference to consolidated financial statements far as it relates to 5 subsidiary companies, incorporated in India,
included obtaining an understanding of internal financial controls is based on the corresponding reports of the auditors of such
with reference to financial statements, assessing the risk that a companies incorporated in India.
material weakness exists, and testing and evaluating the design and For D N V & Co.
operating effectiveness of internal control based on the assessed
Chartered Accountants
risk. The procedures selected depend on the auditors’ judgment,
including the assessment of the risks of material misstatement of Firm’s registration No.: 102079W
the financial statements, whether due to fraud or error.
CA Bharat Jain
We believe that the audit evidence we have obtained and the
audit evidence obtained by other auditors in terms of their reports Partner
referred to in the other matter paragraph below, is sufficient and Membership No.: 100583
appropriate to provide a basis for our audit opinion on the Group’s UDIN: 20100583AAAADE1196
internal financial controls system with reference to consolidated Place: Mumbai
financial statements. Date: July 31, 2020

89
CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2020
Rs. In Crore
Note As at As at
Particulars
No. March 31, 2020 March 31, 2019
ASSETS
Non - Current Assets
a) Property, Plant and Equipment 1.1 1,385.07 1,404.83
b) Capital Work-in-Progress 94.17 91.01
c) Goodwill on Consolidation 37.67 37.67
d) Financial Assets
i) Trade Receivables 1.2 - -
ii) Loans 1.3 15.72 16.05
iii) Others Financial Assets 1.4 7.56 8.27
e) Deferred Tax Asset (Net) 1.5 82.05 82.05
f) Other Non Current Assets 1.6 47.19 49.51
Sub Total 1,669.43 1,689.39
Current Assets
a) Inventories 1.7 388.22 349.98
b) Financial Assets
i) Trade Receivables 1.8 198.74 249.53
ii) Cash and Cash Equivalents 1.9 52.97 65.81
iii) Bank Balance other than (ii) above 1.10 27.08 13.48
iv) Loans 1.11 1.15 1.14
v) Others Financial Assets 1.12 1.08 0.92
c) Current Tax Assets (Net) 1.13 2.46 4.73
d) Other Current Assets 1.14 57.47 67.91
Sub Total 729.17 753.50
Total Assets 2,398.60 2,442.89
EQUITY AND LIABILITIES
EQUITY
a) Equity Share Capital 1.15 73.25 73.25
b) Other Equity 1.16 (1,187.87) (942.86)
Equity attributable to Parent (1,114.62) (869.61)
Non Controlling Interest 0.24 (0.11)
Total Equity (1,114.38) (869.72)
LIABILITIES
Non - Current Liabilities
a) Financial Liabilities
i) Borrowings 1.17 167.23 277.48
ii) Other Financial Liabilities 1.18 4.02 -
b) Provisions 1.19 8.48 7.76
c) Other Non-Current Liabilities 1.20 0.01 0.51
Sub Total 179.74 285.75
Current Liabilities
a) Financial Liabilities
i) Borrowings 1.21 1,022.69 1,066.85
ii) Trade Payables 1.22
Dues of Micro and Small Enterprises 9.06 12.05
Dues of Creditors other than Micro and Small
Enterprises 99.36 89.45
iii) Others Financial Liabilities 1.23 2,182.25 1,838.23
b) Other Current Liabilities 1.24 17.55 18.10
c) Provisions 1.25 2.33 2.18
Sub Total 3,333.24 3,026.86
Total Equity and Liabilities 2,398.60 2,442.89
Significant Accounting Policies 2
Notes to Accounts 3
As per our report of even date For and on behalf of the Board of Directors
For D N V & Co
Chartered Accountants
Firm Registration No. 102079W B. R. Taneja Rajiv Goel
Managing Director Chief Financial Officer
CA Bharat Jain DIN NO:00328615 DIN NO:00328723
Partner Chetan Nathani
M. No.100583 Company Secretary
FCS NO:9836
Mumbai, July 31, 2020 Pune, July 31, 2020
90
Annual Report 2019-20

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED


MARCH 31, 2020 Rs. In Crore
Note
Particulars 2019-20 2018-19
No.
INCOME
Revenue from Operations
Sale of Products 1.26 1,775.73 2,577.79
Less: Inter Segment Transfers 317.40 541.28
: Inter Division Transfers 78.07 86.67
: Sales to Subsidiary / Parent Company 79.86 126.92
Net Sales 1,300.40 1,822.92
Other Operating Income 1.27 24.96 30.71
Other Income 1.28 11.62 7.39
Total Income 1,336.98 1,861.02
EXPENSES:
Cost of Materials Consumed 1.29 715.47 977.65
Changes in Inventories of Finished Goods & Work-in-Progress 1.30 (42.89) 10.37
Employee Benefits Expense 1.31 146.86 144.58
Finance Costs 1.32 274.89 277.86
Depreciation 1.33 65.56 56.89
Other Expenses 1.34 428.28 605.38
Total Expenses 1,588.17 2,072.73
Profit / (Loss) Before Exceptional Item and Tax (251.19) (211.71)
Exceptional Item
i) Foreign Exchange (Gain)/Loss (8.87) 4.92
ii) Depreciation on reclassification of assets held for sale - 20.38
Profit / (Loss) Before Tax (242.32) (237.01)
Tax Expenses
Current Tax - -
Deferred Tax - -
Earlier Years Tax (1.95) -
Profit / (Loss) for the Year (240.37) (237.01)
Other Comprehensive Income
a) Items that will not be reclassified to profit or loss
(i) Re-measurement of gain/ (loss) on defined benefit plans (2.69) (0.84)
(ii) Income tax effect on above - -
b) Items that will be reclassified to profit or loss
i) Foreign Currency Translation Reserve (1.60) 14.30
(ii) Income tax effect on above - -
Other Comprehensive Income (4.29) 13.46
Total Comprehensive Income for the year (244.66) (223.55)
Profit /( Loss) attributable to :
Equity Shareholders of Parent (240.43) (237.00)
Non Controlling Interest 0.06 (0.01)
Other Comprehensive Income attributable to :
Equity Shareholders of Parent (4.28) 13.41
Non Controlling Interest (0.01) 0.05
Total Comprehensive Income attributable to :
Equity Shareholders of Parent (244.71) (223.59)
Non Controlling Interest 0.05 0.04
Earnings Per Share (in Rs.) (Basic and Diluted) (Face Value of Rs. (16.41) (16.18)
5/- each ) (Refer Note No. 3.12 )
Significant Accounting Policies 2
Notes to Accounts 3
As per our report of even date For and on behalf of the Board of Directors
For D N V & Co
Chartered Accountants
Firm Registration No. 102079W B. R. Taneja Rajiv Goel
Managing Director Chief Financial Officer
CA Bharat Jain DIN NO:00328615 DIN NO:00328723
Partner Chetan Nathani
M. No.100583 Company Secretary
FCS NO:9836
Mumbai, July 31, 2020 Pune, July 31, 2020

91
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2020
Rs. In Crore
2019-20 2018-19
i) CASH FLOW FROM OPERATING ACTIVITIES :
Net Profit / ( Loss ) Before Tax (242.32) (237.01)
Adjustments for :
Depreciation 65.56 56.89
Depreciation on reclassification of Assets - 20.38
Finance Costs 274.89 277.86
Interest Income (8.38) (4.49)
Unrealised Exchange (Gain) / Loss / Foreign Currency Translation 1.61 10.39
Reserve
Provision for Doubtful Debts - 5.53
Loss/ (Profit) on Sale of assets (net) (1.17) (0.01)
Investment written off - 0.02
Provision for expected credit loss - (0.46)
Remeasurement of Defined Benefit Plan (2.69) (0.84)
329.82 365.27
Operating Cash Profit before Working Capital Changes 87.50 128.26
Adjustments for :
(Increase) / Decrease in trade receivable 54.69 (30.30)
(Increase) / Decrease in Inventories (38.24) (4.35)
(Increase) / Decrease in non current financial assets others 0.28 (2.33)
Decrease /(Increase) in non current financial assets others 0.71 (1.42)
(Increase) / Decrease in other non current assets 2.24 (1.05)
(Increase) / Decrease in current loans (0.01) (0.27)
(Increase) / Decrease in other current financial assets 0.08 0.20
(Increase) / Decrease in other current assets 5.18 (3.89)
Increase / (Decrease) in trade payables 6.80 (6.19)
Increase / (Decrease) in other non current financial liabilities - (6.88)
Increase / (Decrease) in other current financial liabilities (14.32) 9.84
Increase / (Decrease) in other current liabilities (0.56) (3.36)
Increase / (Decrease) in current provisions 0.73 1.72
Increase / (Decrease) in non current provisions 0.14 (0.08)
17.72 (48.36)
Taxes (Paid) / Refund 4.23 (0.19)
Net Cash flow from Operating Activities 109.45 79.71
ii) CASH FLOW FROM INVESTING ACTIVITIES :
Purchase of Property, Plant and Equipment (16.92) (7.38)
Sale of Property, Plant and Equipment 1.46 0.04
Decrease / (Increase) in other bank balances (13.59) 5.08
Interest Received 7.45 2.84
Net Cash used in Investing Activities (21.60) 0.58
iii) CASH FLOW FROM FINANCING ACTIVITIES :
Dividend Paid (0.46) (0.71)
Proceeds from /(Repayment of) Borrowings (86.05) (32.61)
Payment of Lease Liabilities (2.62) -
Interest Paid (11.56) (17.00)
Net Cash from Financing Activities (100.69) (50.32)
Net Increase / (Decrease) in Cash and Cash Equivalents (12.84) 29.97
Cash and Cash Equivalents at the beginning of the year* 65.81 35.84
Cash and Cash Equivalents at the end of the year * 52.97 65.81
Net Increase / (Decrease) in Cash and Cash Equivalents (12.84) 29.97

Note: The consolidated cash flow statement is prepared using the “indirect method” set out in Ind AS 7 - “Statement of Cash Flows”.

92
Annual Report 2019-20

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2020 (Contd.)
*Cash and Cash Equivalents comprises the following
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
(a) Balance with Banks ( in current accounts) 30.27 50.61
(b) Cash in Hand 0.05 0.02
(c) Deposits with Banks (maturity less than 3 Months) 22.65 15.18
Cash and Cash Equivalents 52.97 65.81

As per our report of even date For and on behalf of the Board of Directors
For D N V & Co
Chartered Accountants
Firm Registration No. 102079W B. R. Taneja Rajiv Goel
Managing Director Chief Financial Officer
CA Bharat Jain DIN NO:00328615 DIN NO:00328723
Partner Chetan Nathani
M. No.100583 Company Secretary
FCS NO:9836
Mumbai, July 31, 2020 Pune, July 31, 2020

93
Notes to Consolidated Financial Statement for the year ended March 31, 2020
NOTE NO. 1.1 PROPERTY, PLANT AND EQUIPMENT
Rs. In Crore
Particulars Land Land Buildings Plant and Furniture Office Vehicles ROU – ROU – Plant Total
Freehold LeaseHold ## machinery and Equipment Building @ & Machinery
# ## Fixtures @
Cost or valuation
As at April 1, 2018 2.10 217.49 149.46 1,699.79 4.81 12.84 1.52 - - 2,088.01
Additions - - - * 12.57 0.01 0.16 0.21 - - 12.95
Additions on reclasification 27.67 - 6.98 278.91 0.19 0.14 - - - 313.89
of assets held for sale ###
Foreign currency translation - - 4.25 15.02 - - - - - 19.27
reserve
Disposals - - - 0.08 - - 0.43 0.51
As at March 31, 2019 29.77 217.49 160.69 2,006.21 5.01 13.14 1.30 - - 2,433.61
Additions - - 2.93 * 30.61 0.01 0.26 0.08 3.67 7.88 45.44
Foreign currency translation - - 0.56 1.72 - - - 2.28
reserve
Disposals - - 0.28 0.82 - - 0.33 1.43
As at March 31, 2020 29.77 217.49 163.90 2,037.72 5.02 13.40 1.05 3.67 7.88 2,479.90
Depreciation
As at April 1, 2018 - 11.39 66.61 805.35 4.43 12.23 1.44 901.45
Charge for the year - 3.23 3.00 50.45 0.09 0.12 - 56.89
Depreciation on
reclassification of assets held
for sale ### - - 4.71 56.52 0.17 0.13 - 61.53
Foreign currency translation
reserve - - 0.07 9.33 - - - 9.40
Disposals - - - 0.08 - - 0.41 0.49
As at March 31, 2019 - 14.62 74.39 921.57 4.69 12.48 1.03 - - 1,028.78
Charge for the year - 3.22 4.48 54.81 0.07 0.17 0.09 1.17 1.55 65.56
Foreign currency translation - - 0.27 1.35 - - - 1.62
reserve
Disposals - - 0.81 - - 0.32 1.13
As at March 31, 2020 - 17.84 79.14 976.92 4.76 12.65 0.80 1.17 1.55 1,094.83
Net Block
As at March 31, 2019 29.77 202.87 86.30 1,084.64 0.32 0.66 0.27 - - 1,404.83
As at March 31, 2020 29.77 199.65 84.76 1,060.80 0.26 0.75 0.25 2.50 6.33 1,385.07

# The Parent Company had revalued its Leasehold Land located at Ahmednagar and Baramati in the year 2014-15 . Additions so made, due to revaluation, in the
leasehold lands amounting to Rs. 210.46 Crore has been credited to Revaluation Reserve in the year 2014-15. Depreciation provided on the revalued amount of
Rs. 3.14 Crore (Previous Year Rs. 3.14 Crore ) has been transferred from Revaluation Reserve to General Reserve. Similarly additional depreciation attributable
to fair value adjustments consequent to Scheme of Arrangement sanctioned by the Hon’ble High Court, Bombay between The Indian Seamless Metal Tubes
Limited and the Parent Company amounting to Rs.Nil Crore ( Previous Year Rs. 3.65 Crore ) has been transferred from Amalgamation Reserve to General
Reserve.
## The Subsidairy Company Structo Hydraulics AB has transferred amount of depreciation provided on revalued amount and revalued portion of assets disposed
off amounting to Rs. 0.64 Crore ( Previous Year Rs. 0.65 Crore) from Revaluation reserve to General Reserve. Gross Block of property, plant and equipment
includes Rs. 11.05 Crore (Previous Year Rs. 11.05 Crore) on account of revaluation of Building and Plant and Machinery.
@ Refer Note No. 3.6
* Additions to Plant and Machinery includes Foreign Exchange Loss of Rs. 19.77 Crore (Previous Year Loss of Rs. 7.97 Crore).
### Represents additions on account of reclassification of assets held for sale including Foreign Exchange Loss of Rs.2.46 Crore.

94
Annual Report 2019-20

Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
NOTE NO. 1.2 NON CURRENT FINANCIAL ASSETS - TRADE RECEIVABLES
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Unsecured Considered Doubtful 27.51 27.51
Less: Provision for Doubtful 27.51 27.51
Total - -

NOTE NO. 1.3 NON CURRENT FINANCIAL ASSETS - LOANS Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Security Deposits 15.72 16.05
Total 15.72 16.05

NOTE NO. 1.4 NON CURRENT FINANCIAL ASSETS - OTHERS


Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Security Deposits 7.56 8.27
( Including paid under protest)
Total 7.56 8.27

NOTE NO. 1.5 DEFERRED TAX ASSETS (Net)


Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
i) Deferred Tax Liabilities
Depreciation 259.04 252.33
259.04 252.33
ii) Deferred Tax Assets
a) Accumulated Tax Lossess 175.57 182.25
b) Unabsorbed Tax Depreciation 178.46 178.45
c) Deduction eligible in future period in respect of expenses already debited to the 422.79 331.10
statement of Profit and Loss
d) Others - 0.13
776.82 691.93
Restricted to Deferred Tax Liabilities 259.04 252.33
iii) MAT Credit Entitlement 82.05 82.05
Deferred Tax Assets (Net) 82.05 82.05
Deferred Tax Assets have been recognised to the extent of Deferred Tax Liability under prudence.
NOTE NO. 1.6 NON CURRENT ASSETS - OTHERS
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
i) Capital Advances 1.46 1.53
ii) Deferred Expenses 0.80 3.43
iii) Statutory Refunds from Government Authorities 44.23 44.23
iv) Others 0.70 0.32
Total 47.19 49.51

95
Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
NOTE NO. 1.7 CURRENT ASSETS - INVENTORIES
(Valued at cost or net realisable value whichever is lower) Rs. In Crore
Particular As at As at
March 31, 2020 March 31, 2019
i) Raw Materials 97.25 112.79
ii) Work-in-progress 80.13 77.34
iii) Finished goods 118.63 78.53
iv) Stores, Spares and Consumables 92.21 81.32
Total 388.22 349.98

NOTE NO. 1.8 CURRENT FINANCIAL ASSETS - TRADE RECEIVABLES


(Net of bills discounted with Banks )
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Unsecured
Considered Good 203.00 253.82
Less: Provision for Expected Credit Loss 4.26 4.29

Total 198.74 249.53

NOTE NO. 1.9 CURRENT FINANCIAL ASSETS - CASH AND BANK BALANCES
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Cash and Cash Equivalents
i) Balances with Banks 30.27 50.61
ii) Cash on Hand 0.05 0.02
iii) Deposits with Banks (maturity less than 3 months) 22.65 15.18
Total 52.97 65.81

NOTE NO. 1.10 CURRENT FINANCIAL ASSETS - BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Other Earmarked Balances
i) Unclaimed Dividend Accounts - 0.46
ii) Unclaimed Debentures Accounts - 0.02
iii) Deposits with Banks 27.08 13.00
Total 27.08 13.48
Deposits with Banks includes:
Margin Money Deposits against Guarantees / Letter of Credit 0.02 4.90
NOTE NO. 1.11 CURRENT FINANCIAL ASSETS - LOANS
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019

Unsecured , Considered Good


Loans and advances to Employees 1.15 1.14
Total 1.15 1.14

96
Annual Report 2019-20

Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
NOTE NO. 1.12 CURRENT FINANCIAL ASSETS - OTHERS
(UNSECURED, CONSIDERED GOOD) Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019

i) Security Deposits 0.41 0.45


ii) Interest Receivables 0.67 0.47
Total 1.08 0.92

NOTE NO. 1.13 CURRENT TAX ASSETS (NET)


(UNSECURED, CONSIDERED GOOD)
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Taxes paid 2.46 5.02
Less: Provision for Tax - 0.29
Total 2.46 4.73

NOTE NO. 1.14 OTHER CURRENT ASSETS


Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
i) Balance with Custom, Excise and GST 6.85 1.37
ii) Export Incentives and Other Refunds 17.96 25.37
iii) Prepaid Expenses 4.24 5.65
iv) Deferred Expenses 0.53 0.99
v) Others 27.89 34.53
Total 57.47 67.91

NOTE NO. 1.15 EQUITY SHARE CAPITAL


Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Authorised
i) 17,50,00,000 ( Previous Year 17,50,00,000 ) 87.50 87.50
Equity Shares of Rs.5/- each.
ii) Unclassified Shares 71.00 71.00
158.50 158.50
Issued, Subscribed and fully Paid up:
14,65,01,383 (Previous Year 14,65,01,383 ) 73.25 73.25
Equity Shares of Rs 5/- each. Fully paid .
The Company has only one class of issued shares having par value of Rs. 5 /- each holder of equity shares is entitled to one vote per
share.
The reconciliation of number of shares outstanding and the amount of share capital is set-out below.

Particulars March 31, 2020 March 31, 2019


Equity Shares Rs. in Crore Equity Shares Rs. in Crore
Number Number
Shares outstanding at the beginning of the year 14,65,01,383 73.25 14,65,01,383 73.25
Shares issued during the year - - - -
Shares bought back during the year - - - -
Shares outstanding at the end of the year 14,65,01,383 73.25 14,65,01,383 73.25

97
Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
The details of shareholders holding more than 5% shares.
Name of Shareholders March 31, 2020 March 31, 2019
No. of Shares % of Holding No. of Shares % of Holding
held held
Indian Seamless Enterprises Limited 69,020,151 47.11% 68,918,858 47.04%
Jiten Kirtanlal Shah 7,418,640 5.06% 7,418,640 5.06%
During the period of five years immediately preceding the balance sheet date , there are no shares issued without payment being
received in cash, issued as bonus shares and shares bought back by the Company.

NOTE NO. 1.16 OTHER EQUITY Rs. In Crore


Particulars Reserve and Surplus Items of Other Comprehensive Total impact
Income on Other
Items that will Items that equity
be reclassified to will not be
Profit or Loss reclassified to
Profit or Loss
Capital Capital Revaluation Amalgamation Reserve for General Retained Foreign Re-measurement
Reserve Redemption Reserve Reserve Contingencies Reserve Earnings Currency of the net defined
Reserve Translation benefit plans
Reserve
As at April 1, 2018 (A) 6.94 80.60 205.31 3.65 1.91 428.34 (1,449.88) 2.52 1.34 (719.27)
Adjustments:
Add : Transferred to - - (3.79) (3.65) (1.91) 9.35 - - - -
General Reserves
Add: Remeasurement of - - - - - - - - (0.84) (0.84)
the net defined benefit
plans
Add: Foreign Currency - - - - - - - 14.25 - 14.25
Translation Reserve
Add : Reclassification - - - - - - 13.76 (13.76) - -
of Retained earnings
Add: Profit / (Loss) for - - - - - - (237.00) - - (237.00)
the year
Total (B) - - (3.79) (3.65) (1.91) 9.35 (223.24) 0.49 (0.84) (223.59)
As at March 31, 2019
(C) = (A) + (B) 6.94 80.60 201.52 - - 437.69 (1,673.12) 3.01 0.50 (942.86)
Adjustments:
Add : Adjustment - - 0.04 - - 0.01 (0.36) 0.01 - (0.30)
persuant to Acquisation
of new Shares
Add : Transferred to - - (3.78) - - 3.78 - - - -
General Reserves
Add: Foreign Currency - - - - - - - (1.59) - (1.59)
Translation Reserve
Add: Remeasurement of - - - - - - - - (2.69) (2.69)
the net defined benefit
plans
Add : Transferred from - - - - - - 1.20 (1.20) -
Retained Earnings
Add: Profit / (Loss) for - - - - - - (240.43) - - (240.43)
the year
Total (D) - - (3.74) - - 3.79 (239.59) (1.58) (3.89) (245.01)
As at March 31, 2020
(E) = (C) + (D) 6.94 80.60 197.78 - - 441.48 (1,912.71) 1.43 (3.39) (1,187.87)

NATURE AND PURPOSE OF RESERVES


A Capital Reserve
Represents application money on Equity Share Warrants not exercised.
B Capital Redemption Reserve
Represents Reserve created at the time of redemption of Preference Shares.
C Revaluation Reserve
Represents revaluation of Leasehold Land located at Ahmednagar and Baramati of Parent Company and Building and Plant &
Machinery of its subsidiary “Structo Hydraulics AB”.
98
Annual Report 2019-20

Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
D Amalgamation Reserve
Arising out of the Scheme of Arrangement between The Indian Seamless Metal Tubes Limited and the Parent Company.
E Reserve for Contingencies
Arising out of the Scheme of Arrangement between the Parent Company and Jejuri Steel & Alloys Ltd..
F General Reserve
Represents profit transferred from Cosolidated Statement of Profit and Loss Account and are available for distribution to
Shareholders.
G Retained Earnings
Represents Net Loss incurred by the Group as on March 31, 2020.
NOTE NO. 1.17 NON CURRENT FINANCIAL LIABILITIES - BORROWINGS
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
SECURED LOANS :
Term Loans :
i) From Banks
a) Rupee Loans 37.71 63.47
b) Foreign Currency Loans 0.08 8.89
37.79 72.36
ii) Assigned Term Loans *
Rupee Loans 121.27 194.89
UNSECURED LOANS :
i) Sales Tax Deferral Loan 0.42 3.40
ii) Others – Associate Company 7.75 7.75
Less : Ind AS Fair Value Adjustments - 0.92
7.75 6.83
Total 167.23 277.48
*Term Loans assigned by Banks to Asset Reconstruction Companies (ARC’s) .
Security
Parent Company
i) Term Loans of Rs. 774.93 Crore (including current maturities of Rs.656.45 Crore) (Previous Year Rs 809.09 Crore including
maturities of Rs. 606.34 Crore ) are stipulated to be secured by a first charge ranking pari passu on the Company’s immovable
properties and movable fixed assets both present and future with other term lenders, excluding term loan lenders where exclusive
charge on movable fixed assets as mentioned in clause (iii) and (iv) has been stipulated and assets of Captive Power Project of the
Company located at Chandrapur district as mentioned in clause (v). These loans are further stipulated to be secured by a second
charge ranking pari passu by way of hypothecation with other term lenders on the current assets of the Company on which the
first pari passu charge is stipulated to be covered in favour of consortium of banks as mentioned in Note No. 1.21.
ii) Term Loans of Rs. 108.00 Crore (including current maturities of Rs. 67.50 Crore) (Previous Year Rs 108.00 Crore including
maturities of Rs. 41.85 Crore) are stipulated to be secured by a first charge ranking pari passu on the Company’s immovable
properties and movable fixed assets both present and future with other term lenders, excluding term loan lenders where exclusive
charge on movable fixed assets as mentioned in clause (iv) has been stipulated and on assets of Captive Power Project of the
Company located at Chandrapur district as mentioned in clause (v). These loans are further stipulated to be secured by a second
charge ranking pari passu by way of hypothecation with other term lenders on the current assets of the Company on which the
first pari passu charge is stipulated to be covered in favour of consortium of banks.
iii) Term Loans of Rs. 12.85 Crore (including current maturities of Rs. 12.85 Crore) (Previous Year Rs. 12.76 Crore including
maturities of Rs.12.76 Crore) are stipulated to be secured by exclusive charge on the equipment financed.
iv) Term Loans of Rs. 91.99 Crore (including current maturities of Rs. 91.99 Crore) (Previous Year Rs. 84.42 Crore including
maturities of Rs.77.92 Crore) are stipulated to be secured by exclusive charge on the equipment financed.
v) Term Loans of Rs. 114.44 Crore (including current maturities of Rs.114.44 Crore) (Previous Year Rs. 107.56 Crore including
maturities of Rs. 107.56 Crore) are stipulated to be secured by first charge ranking pari passu on the Company’s immovable
properties and movable fixed assets relating to Captive Power Projects of the Company located in Chandrapur district.
vi) Further out of the above term loans from banks, loans amounting to Rs.400.50 Crore are further secured by unencumbered
properties located at Ahmednagar and Jejuri and also personal guarantee given by Mr. B. R. Taneja (Promoter and the Managing
Director of the Company).

99
Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
Subsidiary Companies
Structo Hydraulics AB :
vii) Term Loans of Rs. 3.08 Crore ( including current maturities of Rs. 3.00 Crore) ( Previous Year Rs. 3.88 Crore including maturities
of Rs. 1.49 Crore) are secured by Company’s Fixed Assets and Receivables.
viii) Maturity Schedule
Rs. In Crore
Particulars 1-2 year 2-3 year 3-4 year Beyond 4 years
a) Secured Term Loans 99.15 59.91 - -
b) Sales Tax Deferral Loan 2.47 0.51 - -
ix) Unsecured interest free Loan from Associate Company is towards promoter’s contribution and as such there are no specific
terms of repayment.

NOTE NO. 1.18 NON CURRENT FINANCIAL LIABILITIES - OTHERS


Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Lease Liabilities 4.02 -
(Refer Note No. 3.6)
Total 4.02 -

NOTE NO. 1.19 NON CURRENT LIABILITIES - PROVISIONS


Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Provision for Employee Benefits
Leave Encashment 8.48 7.76
Total 8.48 7.76

NOTE NO. 1.20 NON CURRENT LIABILITIES - OTHERS


Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Deferred - Sales Tax 0.01 0.51
Total 0.01 0.51

NOTE NO. 1.21 CURRENT FINANCIAL LIABILITIES - BORROWINGS


Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
SECURED
Loans Repayable on Demand
Working Capital Borrowings From Banks
i) Rupee Loans 169.75 183.17
ii) Foreign Currency Loans 6.53 8.62
Assigned Working Capital Borrowings *
Rupee Loans 815.09 843.74
Unsecured
Assigned Working Capital Borrowings * 31.32 31.32
Rupee Loans
Total 1,022.69 1,066.85

*Working Capital Borrowings assigned by Banks to ARC’s.


Security
Parent Company
Working Capital Borrowings from Consortium Banks is secured by first charge ranking pari passu by hypothecation in respect of

100
Annual Report 2019-20

Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
current assets of the Company present and future and are further secured by a second pari passu charge on the company’s immovable
properties and all movable fixed assets both present and future as referred in Note No. 1.17 (i).
Subsidiary Companies
Structo Hydraulics AB
Working Capital Loan is secured against fixed and current assets of the Company excluding immovable property.

NOTE NO. 1.22 CURRENT FINANCIAL LIABILITIES - TRADE PAYABLES


Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Other Trade Payables
i) Dues of Micro and Small Enterprises 9.06 12.05
ii) Dues of Creditors other than Micro and Small Enterprises 99.36 89.45
Total 108.42 101.50

NOTE NO. 1.23 CURRENT FINANCIAL LIABILITIES - OTHERS


Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Current Maturities of Long-Term Debt
a) SECURED
Term Loans Banks
i) Rupee Loans 150.62 174.96
ii) Foreign Currency Loans 280.09 255.25
@ 430.71 @ 430.21
Assigned Term Loans *
i) Rupee Loans 465.89 372.41
ii) Foreign Currency Loans 48.61 45.30
@ 514.50 @ 417.71
b) UNSECURED
Sales Tax Deferral Loan 2.47 5.06
c) Other Payables – Capital creditors 3.95 3.72
d) Interest accrued but not due on borrowings 0.63 0.61
e) Interest accrued and due on borrowings ** 1,179.06 917.98
f) Unclaimed dividends - 0.46
g) Provision for Expenses 32.03 38.81
h) Other Liabilities 17.01 23.67
i) Lease Liabilities 1.89 -
(Refer Note No. 3.6)
Total 2,182.25 1,838.23

Parent Company
Rs. In Crore
Delay in No. of Days As at As at
March 31, 2020 March 31, 2019
Principal @ Interest ** Principal @ Interest **
0 - 30 Days 16.67 22.84 22.28 23.44
31 - 60 Days 3.94 19.36 6.69 18.70
61 - 90 Days 7.67 20.70 13.42 20.70
More than 90 Days 808.50 1,114.68 657.78 853.68
Total 836.78 1,177.58 700.17 916.52
Over due amount of interest and principal installments as on March 31, 2020 are disclosed based on the terms of sanction of loans.
(Refer Note No. 3.15 of Notes to Accounts ).
* Term Loans assigned by Banks to ARC’s.
** Interest accrued and due on borrowings includes Rs. 888.69 Crore ( Previous Year Rs.483.08 Crore ) assigned by Banks to ARC’s.

101
Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
NOTE NO. 1.24 OTHER CURRENT LIABILITIES
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
i) Advances From Customers 12.65 12.81
ii) Deferred Sales Tax 0.16 0.84
iii) Deferred Income - 0.73
iv) Other Liabilities 4.74 3.72
Total 17.55 18.10

NOTE NO. 1.25 CURRENT LIABILITIES - PROVISIONS


Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Provision for Employee Benefits
i) Gratuity 0.50 0.48
ii) Leave Encashment 1.10 0.89
iii) Superannuation 0.73 0.81
Total 2.33 2.18

NOTE NO. 1.26 REVENUE FROM OPERATIONS


SALE OF PRODUCTS
Rs. In Crore
Particulars 2019-20 2018-19
i) Tube 1,160.19 1,558.28
ii) Steel 615.54 1,019.51
Gross Sales 1,775.73 2,577.79

NOTE NO. 1.27 OTHER OPERATING REVENUE (GROSS)


Rs. In Crore
Particulars 2019-20 2018-19
Other Operating Revenues
i) Sale of Scrap ( Gross) 65.05 80.16
Less : Inter Segment Transfers 46.17 58.77
18.88 21.39
ii) Export Incentives 6.08 9.32
Total 24.96 30.71

NOTE NO. 1.28 OTHER INCOME


Rs. In Crore
Particulars 2019-20 2018-19
i) Interest Income 6.57 2.70
(Refer Note. No. 3.18)
ii) Miscellaneous Income 1.15 1.60
iii) Interest Income on financial instruments measured at amortised cost 1.81 1.79
iv) Government Grant-Sales Tax Deferral 0.92 1.30
v) Profit on Sale of Assets 1.17 -
Total 11.62 7.39

102
Annual Report 2019-20

Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
NOTE NO. 1.29 COST OF RAW MATERIAL CONSUMED
Rs. In Crore
Particulars 2019-20 2018-19
Opening Stock 112.79 87.45
Add : Purchases made during the year 699.93 1,002.99
812.72 1,090.44
Less : Closing Stock 97.25 112.79
Total 715.47 977.65

RAW MATERIAL CONSUMED


Rs. In Crore
Particulars 2019-20 2018-19
Tube Segment
Steel Bars 666.20 937.19
Less : Inter Segment Transfer 313.08 534.09
Net Consumption 353.12 403.10
Steel Segment
i) Pig & Sponge Iron, DRI and Steel Scrap 348.99 540.89
ii) Ferro Alloys 59.53 92.42
408.52 633.31
Less : Inter Segment Transfer 46.17 58.76
Net Consumption 362.35 574.55
Total Raw Material Consumed 715.47 977.65

NOTE NO. 1.30 CHANGE IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGRESS


Rs. In Crore
Particulars 2019-20 2018-19
Closing Stock
i) Finished goods 118.63 78.53
ii) Work-in-Progress 80.13 77.34
198.76 155.87
Opening Stock
i) Finished goods 78.53 104.27
ii) Work-in-Progress 77.34 61.97
155.87 166.24
(Increase)/ Decrease in Inventories
i) Finished Goods (40.10) 25.74
ii) Work-in-Progress (2.79) (15.37)
Total (42.89) 10.37

PRODUCTWISE DETAILS OF CLOSING WORK-IN-PROGRESS


Rs. In Crore
Particulars 2019-20 2018-19
i) Tube 56.79 66.19
ii) Steel 23.34 11.15
Total 80.13 77.34

103
Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
NOTE NO. 1.31 EMPLOYEE BENEFITS EXPENSE
Rs. In Crore
Particulars 2019-20 2018-19
i) Salaries, Wages, Bonus and Allowances # 123.18 123.63
ii) Contributions to Provident Fund & Other Funds # 15.68 12.37
iii) Staff Welfare Expenses 8.00 8.58
Total 146.86 144.58

# includes remuneration paid / payable to the Managing Director and Executive Director of the Parent Company amounting to Rs. 3.41
Crore (Previous Year of Rs. 3.16 Crore) is subject to approval of Lenders.
NOTE NO. 1.32 FINANCE COSTS
Rs. In Crore
Particulars 2019-20 2018-19
i) Interest Expenses
a) Term Loans 119.88 119.38
b) Working Capital and others 140.09 143.75
c) Others 2.22 1.87
262.19 265.00
ii) Other Finance Costs * 1.93 6.32
iii) Exchange Difference regarded as an adjustment to Interest Cost 10.77 6.54
Total 274.89 277.86

* Net of interest cost on Employee Defined Benefits Plan- Gain of Rs. 0.13 Crore ( Previous Year Gain of Rs. 0.04 Crore).
NOTE NO. 1.33 DEPRECIATION
Rs. In Crore
Particulars 2019-20 2018-19
Depreciation for the year 65.56 56.89
Total 65.56 56.89
NOTE NO. 1.34 OTHER EXPENSES
Rs. In Crore
Particulars 2019-20 2018-19
i) Materials
a) Stores and Spares 45.15 68.45
b) Consumables 59.19 104.34 124.19 192.64
ii) Energy
a) Power Charges 164.50 199.83
b) Fuel 54.11 73.50
c) Gases 16.14 17.02
234.75 290.35
iii) Direct Manufacturing
a) Processing Charges 7.78 9.27
b) Other Direct Expenses 23.14 31.60
c) Repairs Maintenance to Plant and Machinery 4.90 6.26
d) Repairs to Factory Building 0.45 0.97
e) Machine Rentals 0.08 1.79
36.35 49.89

104
Annual Report 2019-20

Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
Rs. In Crore
Particulars 2019-20 2018-19
iv) Selling & Distribution
a) Freight Charges 16.81 23.26
b) Commission on Sales 1.45 3.63
c) Selling and Other Expenses 1.45 2.45
19.71 29.34
v) Administrative Expenses
a) Rent 0.16 1.46
b) Rates and Taxes 0.61 1.18
c) Traveling 2.99 2.91
d) Communication 0.95 1.15
e) Repair and Maintenance (Others) 0.48 0.67
f) Insurance 1.81 1.49
g) Equipment Lease Rentals 0.72 0.71
h) Miscellaneous Expenses (Refer Note No 3.13) 25.41 33.59
33.13 43.16
Total 428.28 605.38

105
Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
1. Corporate Information: with the Group’s accounting policies. The financial
ISMT Limited (“ISMT” or “the Parent Company”) is statements of the subsidiaries used in consolidation
a public limited company incorporated in India (CIN: are drawn up to the same reporting date as that of the
L27109PN1999PLC016417) having its registered office Parent Company i.e., year ended March 31, 2020.
in Pune. The Group is mainly engaged in manufacturing e) Non-controlling interests in the net assets of
of seamless tubes, cylinder tubes, components and consolidated subsidiaries consists of:
Engineering steels. The consolidated financial statement • The amount of equity attributable to non-
comprises financials of the parent company and its controlling interests at the date on which
subsidiaries (referred to collectively as “the Group”). investment in a subsidiary is made; and
These consolidated financial statements for the year ended • The non-controlling interests’ share of
March 31, 2020 were approved for the issue by the Board movements in equity since the date parent
of Directors at their Board Meeting dated July 31, 2020. subsidiary relationship came into existence.
2. Significant Accounting Policies: • The profit and other comprehensive income
2.1 Principles of Consolidation: attributable to non-controlling interests of
The consolidated Ind AS financial statements have been subsidiaries are shown separately in the
prepared in accordance with Ind AS 110 on “Consolidated Statement of Profit and Loss and Statement of
Financial Statements” on the following principles: Changes in Equity.
a) Subsidiaries are entities controlled by the Parent f) Business Combinations:
Company. Control exists when the parent has power In accordance with Ind AS 103, the Group accounts
over the entity, is exposed, or has rights, to variable for business combinations using the acquisition
returns from its involvement with the entity and has method when the control is transferred to the Group.
the ability to affect those returns by using its power The consideration transferred for the business
over the entity. Power is demonstrated through combinations is generally measured at fair value as at
existing rights that give the ability to direct relevant the date the control is acquired (acquisition date), as
activities, those which significantly affect the entity’s are the net identifiable assets acquired. Any goodwill
returns. The financial statements of the subsidiaries that arises is tested annually for impairment. The
are included in the consolidated Ind AS financial Parent Company determines the basis of control in line
statements from the date on which control commences with the requirements of Ind AS 110, Consolidated
until the date on which the control ceases. Financial Statements. The financial statements of
b) The consolidated Ind AS financial statements comprise subsidiaries are included in the consolidated financial
of the financial statement of the Parent Company statements from the date on which control commences
and its subsidiaries referred herein in Para h below. until the date on which control ceases.
The financial statements of the Parent Company and If a business combination is achieved in stages, any
its subsidiaries have been consolidated on a line by previously held equity interest in the acquiree is
line basis by adding together the book values of like remeasured at its acquisition date fair value and any
items of assets, liabilities, incomes and expenses resulting gain or loss is recognized in profit or loss or
after eliminating intra-group balances, intra group OCI as appropriate.
transactions and unrealized profits resulting there g) Common Control:
from and are presented to the extent possible, in the
Business combinations involving entities that are
same manner as the Parent Company’s independent
ultimately controlled by the same part(ies) before
financial statements.
and after the business combination are considered as
c) In case of foreign subsidiaries, revenue items are Common control entities and are accounted using the
converted at the average rates prevailing during the pooling of interest method as follows:
year. All assets and liabilities are converted at rates
• The assets and liabilities of the combining
prevailing at the end of the year. Any exchange
entities are reflected at their carrying amounts.
difference arising on consolidation is recognized in
the “Foreign Currency Translation Reserve”. • No adjustments are made to reflect the fair
values, or recognise new assets or liabilities.
d) The financial statements of the Parent Company and
Adjustments are made to harmonise accounting
its subsidiaries have been consolidated using uniform
policies.
accounting policies for like transactions and other
events in similar circumstances. When necessary, · The financial information in the financial statements
adjustments are made to the financial statements of in respect of prior periods is restated as if the business
subsidiaries to bring their accounting policies into line combination has occurred from the beginning of

106
Annual Report 2019-20

Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
the preceding period in the financial statements, Companies Act, 2013 (“Act”) read with Companies (Indian
irrespective of the actual date of the combination. Accounting Standards) Rules, 2016; as amended and the
The balance of the retained earnings appearing in the other relevant provisions of the Act and Rules there under.
financial statements of the transferor is aggregated The consolidated financial statements have been prepared
with the corresponding balance appearing in the on a historical cost basis except for certain financial assets
financial statements of the transferee or is adjusted and financial liabilities (including financial instruments)
against general reserve. which have been measured at fair value at the end of each
The identity of the reserves is preserved and the reporting period as explained in the accounting policies
reserves of the transferor become the reserves of the stated below.
transferee. 2.3 Functional and presentation currency and Rounding off
The difference if any, between the amounts recorded of the amounts:
as share capital plus any additional consideration in The Functional and presentation currency of the Group is
the form of cash or other assets and the amount of Indian rupees. Accordingly, all amounts disclosed in the
share capital of the transferor is transferred to capital consolidated Ind AS financial statements and notes have
reserve and is presented separately from other capital been shown in Indian rupees and all values are shown in
reserves. Crore and rounded to two decimals except when otherwise
h) The consolidated Ind AS Financial Statements present the indicated. Due to rounding off, the numbers presented
consolidated accounts of ISMT Limited with its subsidiaries throughout the document may not add up precisely to the
including indirect subsidiary companies. totals and percentages may not precisely reflect the absolute
figures.
Sr. Name of the Company Country of
No Incorporation 2.4 Current versus non-current classification:
i) # ISMT Enterprises SA Luxembourg The Group has classified all its assets and liabilities
ii) * Structo Hydraulics AB Sweden under current and non-current as required by Ind AS 1-
iii) * ISMT Europe AB Sweden Presentation of Financial Statements. The asset is treated
iv) * Tridem Port and Power Company India as current when it is:
 Expected to be realized or intended to be sold or
Private Limited
consumed in normal operating cycle;
v) * Nagapattinam Energy Private India
 Held primarily for purpose of trading;
Limited
 Expected to be realized within twelve months after the
vi) * Best Exim Private Limited India
reporting period; or
vii) * Marshal Microware Infrastructure India
 Cash or cash equivalent unless restricted from being
Development Private Limited exchanged or used to settle a liability for at least
viii) * Success Power and Infraprojects India twelve months after the reporting period.
Private Limited All other assets are classified as non-current
xi) *# PT ISMT Resources Indonesia All liabilities are current when:
x) @ Indian Seamless Inc. USA
 It is expected to be settled in normal operating cycle;
@ Compiled by the Management and reviewed by other  It is held primarily for the purpose of trading;
Auditor.
 It is due to be settled within twelve months after the
# Compiled by the Management as on March 31, 2020.
reporting period; or
* Audited by other Auditors.
 There is no unconditional right to defer the settlement
 Ownership interest in all the Subsidiary Companies of liability for at least twelve months after the
is 100% except in case of ISMT Enterprises SA reporting period.
Luxembourg, it is 99.62%.
All other liabilities are classified as non-current.
 Reporting dates of all Subsidiary Companies is
2.5 Revenue Recognition:
March 31, 2020 except for PT ISMT Resources; it is
December 31, 2019. The Group derive revenue primarily from manufacturing
of seamless tubes, cylinder tubes, components and
2.2 Basis of Preparation:
Engineering steels.
The consolidated financial statements of the Group have
The Group follows specific recognition criteria as described
been prepared in accordance with Indian Accounting
below before the revenue is recognized.
Standards (Ind AS) notified under Section 133 of the

107
Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
i Sales: 2.7 Depreciation:
a) Revenue from contracts with customers i Leasehold Land is amortized over lease period.
is recognised when the entity satisfies a ii Depreciation on Plant & Machinery other than Captive
performance obligation by delivering a promised Power Plant is provided on its useful life estimated
goods or services to customer at an amount that by the management on Written Down Value method.
reflects the consideration to which the Group For these classes of assets, based on the technical
expects to be entitled in exchange for those evaluation carried out by the external experts, the
goods or services. management has estimated the useful lives in the
Revenue is measured at the fair value of the range of 8 years to 65 years.
consideration received or receivable, taking into iii Depreciation on Building and Plant & Machinery of
account contractually defined terms of payment Captive Power Plant is provided as per the useful life
but excluding taxes or duties collected on specified in Part ‘C‘ of Schedule II of the Companies
behalf of the government and net of returns and Act, 2013 on Straight Line Method
allowances, trade discounts and volume rebates.
iv Deprecation on Furniture & Fixtures, Office
b) Inter Division / Segment Transfer represents Equipment and vehicle is provided as per the useful
transfer of finished / semi-finished products life specified in Part ‘ C ‘ of Schedule II of the
within the Division/ Segment for further Companies Act, 2013 on Written Down Value Method
processing and sale. except in case of Tridem Port and Power Company
ii Other Operating Revenue: Private Limited and Nagapattinam Energy Private
Other Operating revenue comprises of following Limited where straight line method is followed
items: v Depreciation on property, plant and equipment of
• Export incentives the Group’s foreign subsidiaries has been provided
on straight line method as per the estimated useful
• Sale of scrap
life of such assets. Details of estimated useful life
Export Incentives are recognized when right of property, plant and equipment of these foreign
to receive credit as per prevalent scheme is subsidiaries are as follows:
established in respect of the exports made
and when there is no significant uncertainty Sr. Class of Assets Useful life in
regarding realization of such claim. No. Years
1 Building 45 Years
iii Interest Income:
2 Equipment’s, Tools, Fixtures and 3 to 5 years
Interest income from financial assets is recognized Fittings
using effective interest rate method. 3 Plant & Machinery and Equipment 3 to 30 Years
2.6 Property, Plant and Equipment (PPE): 4 Computer Hardware and Software 5 Years
i Property, plant and equipment are stated at their vi The management believes that the estimated useful
original cost of acquisition including taxes, duties, lives are realistic and reflects fair approximation
freight, other incidental expenses related to acquisition of the period over which the assets are likely to
and installation of the concerned assets and excludes be used. At each financial year end, management
refundable taxes and duties. reviews the residual values, useful lives and method
ii Subsequent costs are included in the asset’s carrying of depreciation of property, plant and equipment and
amount or recognised as a separate asset, as appropriate, values of the same are adjusted prospectively where
only when it is probable that future economic benefits needed
associated with the item will flow to the entity and the 2.8 Leases:
cost can be measured reliably. When significant parts
The Group’s leased assets consist of leases for Buildings
of plant and equipment are required to be replaced
and Plant and Machinery. At inception of a contract, the
at intervals, the Group depreciates them separately
Group assesses whether a contract is, or contains, a lease.
based on their specific useful lives. All other repairs
A contract is or contains, a lease if the contract conveys the
and maintenance costs are recognized as expense in
right to control the use of an identified asset for a period
profit and loss statement as and when incurred.
of time in exchange for consideration. To assess whether a
iii All incidental expenses incurred during project contract conveys the right to control the use of an identified
implementation, for the project as well as trial asset, the group assesses whether: (i) the contract involves
run expenses are treated as expenditure during the use of an identified asset (ii) the group has the right to
construction and are capitalized. obtain substantially all of the economic benefits from use of

108
Annual Report 2019-20

Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
the asset throughout the period of use; and (iii) the Group ii. Valuation
has the right to direct the use of the asset. a) Raw Materials are valued at lower of cost or net
The Group recognises a right-of-use asset and a lease realisable value. Cost is determined on weighted
liability at the lease commencement date. The right-of- average basis.
use asset is initially measured at cost, which comprises the b) Semi finished and finished goods are valued at
initial amount of the lease liability adjusted for any lease lower of cost or net realisable value. The cost
payments made at or before the commencement date, plus includes raw material on weighted average basis,
any initial direct costs incurred and an estimate of costs to labour cost, manufacturing expenses, production
dismantle and remove the underlying asset or to restore the overheads and depreciation.
underlying asset or the site on which it is located, less any
c) Stores, Spares and Coal are valued at cost
lease incentives received.
determined on weighted average basis except
The right-of-use asset is subsequently depreciated using for those which have a longer usable life, which
the straight-line method from the commencement date to are valued on the basis of their remaining useful
the earlier of the end of the useful life of the right-of-use life.
asset or the end of the lease term. The estimated useful lives
iii. Inventories include goods in transit under the
of right-of-use assets are determined on the same basis as
appropriate heads.
those of Property, Plant and Equipment. In addition, the
right-of-use asset is periodically reduced by impairment Subsidiary Companies – Structo Hydraulics AB :
losses, if any, and adjusted for certain re-measurements of Inventory is valued at the lower of the acquisition
the lease liability. value on a first in first out principle and net realisable
The lease liability is initially measured at the present value value respectively. Thereby risk of obsolescence have
of the lease payments that are not paid at the commencement been considered. The acquisition value are estimated
date, discounted using the interest rate implicit in the lease according to weighted average prices.
or, if that rate cannot be readily determined, the Group’s 2.10 Employee Benefits:
incremental borrowing rate. Generally, the Group uses its I. Parent Company / Indian Subsidiary Companies
incremental borrowing rate as the discount rate.
a. Defined Contribution Plan
The lease liability is subsequently measured at amortised
The Companies makes defined contribution to
cost using the effective interest method. It is re-measured
Provident Fund and Superannuation Schemes, which
when there is a change in future lease payments arising
are recognized in the Statement of Profit and Loss on
from a change in an index or rate, if there is a change in
accrual basis.
the Group’s estimate of the amount expected to be payable
under a residual value guarantee, or if the Group changes its b. Defined Benefit Plan:
assessment of whether it will exercise a purchase, extension • Leave Encashment:
or termination option. The Companies provides for the liability at year
When the lease liability is re-measured in this way, a end on account of unavailed earned leave as per
corresponding adjustment is made to the carrying amount the actuarial valuation.
of the right-of-use asset, or is recorded in profit or loss if the • Gratuity:
carrying amount of the right-of-use asset has been reduced
to zero. The Parent Company provides for gratuity
obligations through a Defined Benefits
Short-term leases and leases of low-value assets: Retirement plan (‘The Gratuity Plan’) covering
The Group has elected not to recognise right-to-use assets all employees. The present value of the
and lease liabilities for short-term lease that have a lease obligation under such Defined benefits plan is
term of 12 months or less and leases of low-value assets. determined based on actuarial valuation using
The Group recognises the lease payments associated with the Project Unit Credit method with actuarial
these leases as an operating expense as per the terms of the valuations being carried out at the end of each
lease. reporting period.
2.9 Inventories: Re-measurements, comprising of actuarial
Parent Company gains and losses, are recognized immediately
in the balance sheet with a corresponding debit
i. Classification: Scrap generated from Tube Segment
or credit to retained earnings through other
is classified as raw material as the same is mostly used
comprehensive income in the period in which
by Steel Segment.
they occur. Re-measurements are not reclassified

109
Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
to Statement of Profit or Loss in subsequent attached conditions will be complied with. When the grant
periods. relates to an expense item, it is recognized as income on a
The Parent Company operates a defined benefit systematic basis over the periods that the related costs, for
plan for gratuity, which requires contributions to which it is intended to compensate, are expensed. When the
be made to a separately administered fund. grant relates to an asset, it is recognized as income in equal
amounts over the expected useful life of the related asset.
II. Subsidiary Companies - Structo Hydraulics AB
and ISMT Europe AB: When loans or similar assistance are provided by
governments or related institutions, with an interest rate
The Company makes defined contribution to the
below the current applicable market rate, the effect of this
Insurance Company as a social security benefit, which
favourable interest is regarded as a government grant. The
is recognized in the Statement of Profit and Loss on
loan or assistance is initially recognized and measured at
accrual basis.
fair value and the government grant is measured as the
2.11 Research and Development: difference between the initial carrying value of the loan and
Research and Development costs (other than costs of fixed the proceeds received. The loan is subsequently measured
assets acquired) are charged to Statement of Profit and Loss as per accounting policy applicable to financial liabilities.
in the year in which they are incurred. 2.15 Cash and cash equivalents:
2.12 Foreign Currency Transactions: Cash and cash equivalents comprises cash on hand and at
Transactions in foreign currency are recorded at the bank and demand deposits with banks which are short-term,
exchange rate prevailing on the date of the transaction. highly liquid investments with original maturities of three
Foreign currency denominated monetary assets and months or less that are readily convertible into a known
liabilities at the Balance Sheet date are translated at the amounts of cash and which are subject to an insignificant
exchange rate prevailing on the date of Balance Sheet. risk of changes in value.
Exchange rate differences resulting from foreign currency 2.16 Fair Value Measurement:
transactions settled during the period including year-end The Group measures certain financial instruments at fair
translation of assets and liabilities are recognized in the value at each balance sheet date. Certain accounting policies
Statement of Profit and Loss. and disclosures require the measurement of fair values, for
Non-monetary assets, which are measured in terms of both financial and nonfinancial assets and liabilities. The
historical cost denominated in a foreign currency, are Group has an established control framework with respect
reported using the exchange rate at the date of the initial to the measurement of fair values and the valuation team
transaction. regularly reviews significant unobservable inputs and
Non-monetary items measured at fair value in a foreign valuation adjustments.
currency are translated using the exchange rates at the date Fair values are categorised into different levels in a fair
when the fair value was measured. The gain or loss arising value hierarchy based on the inputs used in the valuation
on translation of non-monetary items measured at fair value techniques as follows:
is treated in line with the recognition of the gain or loss Level 1 — quoted (unadjusted) market prices in active
on the change in fair value of the item (i.e., translation markets for identical assets or liabilities
differences on items whose fair value gain or loss are
Level 2 — inputs other than quoted prices included within
also recognized in OCI or Statement of Profit and Loss,
Level 1 that are observable for the asset or liability, either
respectively). Non-monetary items that are measured based
directly (i.e. as prices) or indirectly (i.e. as derived from
on historical cost in a foreign currency are not translated.
prices)
The Group has availed the exemption available in IND
Level 3 — inputs for the asset or liability that are not based
AS 101, to continue capitalisation of foreign currency
on observable market data (unobservable inputs)
fluctuation on long term foreign currency monetary
liabilities outstanding on transition date (i.e April 1, 2016). When measuring the fair value of an asset or a liability,
the Group uses observable market data as far as possible.
2.13 Borrowing Costs:
If the inputs used to measure the fair value of an asset or a
Borrowing Costs directly attributed to the acquisition of liability fall into a different level of the fair value hierarchy,
fixed assets are capitalized as a part of the cost of asset up then the fair value measurement is categorised in its entirely
to the date the asset is put to use. Other Borrowing Costs are in the same level of the fair value hierarchy as the lowest
charged to the profit and loss account in the year in which level input that is significant to the entire measurement.
they are incurred.
2.17 Financial instruments:
2.14 Government Incentives:
A Group recognizes financial assets and financial liabilities
Government grants are recognized where there is when it becomes party to the contractual provision of the
reasonable assurance that the grant will be received and all instrument.

110
Annual Report 2019-20

Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
I. Financial Assets: Loss, except for those equity instrument for which the
a) Initial recognition and measurement: Group has elected to present the value changes in ‘Other
Comprehensive Income’.
Financial assets are initially measured at its fair value.
Transaction costs that are directly attributable to the d) Derecognition of Financial Assets:
acquisition or issue of financial assets (other than A financial asset is primarily derecognized when rights to
financial assets at fair value through profit or loss) receive cash flows from the asset have expired or the Group
are added to or deducted from the fair value of the has transferred its contractual rights to receive cash flows of
concerned financial assets, as appropriate, on initial the financial asset and has substantially transferred all the
recognition. Transaction costs directly attributable to risk and reward of the ownership of the financial asset.
acquisition of financial assets at fair value through e) Impairment of financial asset:
profit or loss are recognized immediately in profit and
In accordance with Ind AS 109, the Group uses ‘Expected
loss. However, trade receivable that do not contain
Credit Loss’ (ECL) model, for evaluating impairment of
a significant financing component are measured at
financial assets other than those measured at fair value
transaction price.
through profit and loss (FVTPL).
b) Subsequent measurement:
ECL is the difference between all contractual cash flows
For subsequent measurement, the Group classifies that are due to the Group in accordance with the contract
financial asset in following broad categories: and all the cash flows that the entity expects to receive
i. Financial asset carried at amortized cost (net (i.e., all cash shortfalls), discounted at the original effective
of any write down for impairment, if any): interest rate.
Financial assets are measured at amortized cost Lifetime ECL are the expected credit losses resulting
when asset is held within a business model, from all possible default events over the expected life of a
whose objective is to hold assets for collecting financial asset. 12-month ECL are a portion of the lifetime
contractual cash flows and contractual terms ECL which result from default events that are possible
of the asset give rise on specified dates to cash within 12 months from the reporting date.
flows that are solely payments of principal and For trade receivables Group applies ‘simplified approach’
interest. Such financial assets are subsequently which requires expected lifetime losses to be recognised
measured at amortized costs using Effective from initial recognition of the receivables. The Group uses
Interest Rate (EIR) method less impairment, historical default rates to determine impairment loss on the
if any. The losses arising from impairment are portfolio of trade receivables. At every reporting date these
recognized in the statement of profit or loss. historical default rates are reviewed and changes in the
Cash and bank balances, trade receivables, forward looking estimates are analysed.
loans and other financial asset of the Group are
For other assets, the Group uses 12 month ECL to provide
covered under this category.
for impairment loss where there is no significant increase in
ii. Financial asset carried at fair value through credit risk. If there is significant increase in credit risk full
other comprehensive income (FVTOCI): lifetime ECL is used.
Financial asset under this category are measured ECL impairment loss allowance (or reversal) recognized
initially as well as at each reporting date at during the period is recognized as income/ expense in
fair value, when asset is held with a business the Statement of Profit and Loss under the head ‘Other
model whose objective is to hold asset for both expenses’
collecting contractual cash flows and selling
II. Financial Liabilities:
financial assets. Fair value movements are
recognized in the other comprehensive income. a) Initial recognition and measurement:
iii. Financial asset carried at Fair Value through The Group recognizes a financial liability in its Balance
profit or loss (FVTPL): Sheet when it becomes party to the contractual provisions
of the instrument. Group classifies all financial liabilities as
Financial asset under this category are measured
subsequently measured at amortised cost or FVTPL.
initially as well as at each reporting date at fair
value. Changes in fair value are recognized in All financial liabilities are recognized initially at fair value
the statement of profit or loss. and in the case of loans, borrowings and payables, net of
directly attributable transaction costs. Financial liabilities
c) Other equity instruments:
include trade and other payables, loans and borrowings
All other equity instruments are measured as fair value, including bank overdrafts and derivative financial
with value changes recognized in Statement of Profit and instruments.

111
Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
b) Subsequent measurement: items recognised in the other comprehensive income or in
Financial liabilities are carried at amortized cost using Equity. In which case, the tax is also recognised in other
the Effective Interest Rate (EIR) method. For trade comprehensive income or in Equity.
and other payable maturing within one year from Current tax:
balance sheet date, the carrying amount approximate Provision for Current tax is made on the basis of relevant
fair value due to short maturity of these instruments. provision of The Income Tax Act, 1961 as applicable to the
c) Derecognition of financial liabilities: financial year.
A financial liability is derecognized when the Deferred tax:
obligation under the liability is discharged or Deferred tax is recognised on temporary differences
cancelled or expires. When an existing financial between the carrying amounts of assets and liabilities in the
liability is replaced by another from the same lender on financial statements and the corresponding tax bases used in
substantially different terms, or the terms of an existing the computation of taxable profit.
liability are substantially modified, such an exchange
Deferred tax liabilities are generally recognized for all
or modification is treated as the derecognition of the
taxable temporary timing difference. Deferred tax assets
original liability and the recognition of a new liability.
are recognized for deductible temporary differences. to
The difference in the respective carrying amounts is
the extent that they are probable that taxable profit will be
recognized in the Statement of Profit and Loss.
available against which the deductible temporary difference
III. Offsetting of Financial Instruments: can be utilized.
Financial assets and Financial Liabilities are offset and The carrying amount of deferred tax assets is reviewed
the net amount is reported in the balance sheet if there is at each reporting date and adjusted to the extent that it is
a currently enforceable legal right to offset the recognised no longer probable that sufficient taxable profit will be
amounts and there an intention to settle on a net basis, or to available to allow all or part of the deferred tax asset to be
realise the assets and settle the liabilities simultaneously. utilized.
2.18 Segment accounting: Deferred tax assets and liabilities are measured at the tax
The Group’s operating segments are established on the rates that are expected to apply in the year when the asset
basis of those components of the group that are evaluated is realized or liability is settled, based on tax rates (and tax
regularly by the Executive Committee, the ‘Chief Operating laws) that have been enacted or substantively enacted on
Decision Maker’ as defined in Ind AS 108 - ‘Operating the reporting date.
Segments’, in deciding how to allocate resources and in Minimum Alternate Tax (MAT) Credit:
assessing performance. These have been identified taking
MAT credit is recognized as deferred tax asset only when
into account nature of products and services, the differing
and to the extent there is convincing evidence that the Group
risks and returns and the internal business reporting
will pay normal income tax during the specified period.
systems.
Foreign Subsidiary Companies:
2.19 Earnings per share
Tax expenses have been accounted for on the basis of tax
Basic earnings per share is calculated by dividing the net
laws prevailing in respective countries
profit for the year attributable to the shareholders’ of the
Group and weighted average number of shares outstanding 2.21 Impairment of non-financial Assets:
during the year. The Group assesses at each reporting date as to whether
Diluted earnings per share is calculated by dividing the there is any indication that any property, plant and
net profit for the year attributable to the shareholder’s equipment and intangible assets or group of assets, called
of the Group and weighted average number of equity cash generating units (CGU) may be impaired. If any such
and potential equity shares outstanding during the year indication exists the recoverable amount of an asset or CGU
including share options, convertible preference shares and is estimated to determine the extent of impairment, if any.
debentures, except where the result would be anti-dilutive. When it is not possible to estimate the recoverable amount
Potential equity shares that are converted during the year of an individual asset, the Group estimates the recoverable
are included in the calculation of diluted earnings per share, amount of the CGU to which the asset belongs.
from the beginning of the year or date of issuance of such An impairment loss is recognized in the Statement of Profit
potential equity shares, to the date of conversion. and Loss to the extent, asset’s carrying amount exceeds its
2.20 Provision for Current and Deferred Tax: recoverable amount. The recoverable amount is higher of
an asset’s fair value less cost of disposal and value in use.
The tax expense for the period comprises current and
Value in use is based on the estimated future cash flows,
deferred tax. Taxes are recognised in the statement of
discounted to their present value using pre-tax discount rate
profit and loss, except to the extent that it relates to the

112
Annual Report 2019-20

Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
that reflects current market assessments of the time value of no such notification which would have been applicable to
money and risk specific to the assets. the Group from April 1, 2020.
The impairment loss recognized in prior accounting period 2.25 Key accounting judgments, estimates and assumptions:
is reversed if there has been a change in the estimate of The preparation of the Group’s consolidated Ind AS financial
recoverable amount. statements requires the management to make judgments’,
2.22 Provision and Contingencies: estimates and assumptions that affect the reported amounts
Provisions are recognized when the Group has present of revenues, expenses, assets and liabilities, and the
obligation (legal or constructive) as a result of past event accompanying disclosures and the disclosure of contingent
and it is probable that outflow of resources embodying liabilities. Uncertainty about these assumptions and
economic benefits will be required to settle the obligation estimates could result in outcomes that require a material
and a reliable estimate can be made of the amount of the adjustment to the carrying amount of assets or liabilities
obligation. The expense related to a provision is presented affected in future periods. The Group continually evaluates
in the statement of profit and loss net of any reimbursement/ these estimates and assumption based on the most recently
contribution towards provision made. available information.
If the effect of the time value of money is material, estimate In particular, information about significant areas of estimates
for the provisions are discounted using a current pre- and judgments in applying accounting policies that have
tax rate that reflects, when appropriate, the risks specific the most significant effect on the amounts recognized in the
to the liability. When discounting is used, the increase in financial statements are as below:
the provision due to the passage of time is recognized as a
finance cost. • Assessment of functional currency (Refer Note no
2.3);
Provisions are reviewed at each balance sheet date and
adjusted to reflect the current best estimates. • Financial instruments (Refer Note no 2.17);
Contingent liabilities: • Estimates of useful lives and residual value of PPE
Contingent Liabilities are not provided and are disclosed in and intangible assets (Refer Note no 2.6 & 2.7);
Notes to Accounts. A disclosure for a contingent liability • Impairment of financial and non-financial assets
is made when there is a possible obligation or a present (Refer Note no 2.17 and 2.21);
obligation that may, but probably will not, require an • Valuation of inventories (Refer Note no 2.9);
outflow of resources. When there is a possible obligation
or a present obligation in respect of which the likelihood of • Measurement of recoverable amounts of cash-
outflow of resources is remote, no provision or disclosure is generating units (Refer Note no 2.21);
made. • Measurement of Defined Benefit Obligations and
2.23 Events occurring after the Consolidated Balance Sheet actuarial assumptions (Refer Note no 2.10);
Date: • Allowances for uncollected trade receivable and
Events occurring after the Consolidated Balance Sheet advances (Refer Note no 2.17)
date and till the date on which the consolidated financial • Evaluation of recoverability of deferred tax assets
statements are approved, which are material in the nature (Refer Note no 2.20) and
and indicate the need for adjustments in the consolidated
• Contingencies and Provisions (Refer Note no 2.22).
financial statements have been considered.
Revisions to accounting estimates are recognized
2.24 Standard issued but not yet effective
prospectively in the consolidated Statement of Profit and
Ministry of Corporate Affairs (“MCA”) notifies new Loss in the period in which the estimates are revised and in
standard or amendments to the existing standards. There is any future periods affected.

113
Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
NOTE NO 3 : NOTES TO ACCOUNTS
3.1 CONTINGENT LIABILITIES AND COMMITMENTS (to the extent not provided for)
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
A) Contingent Liabilities

Parent Company
Claims against the Company not acknowledged as debt
i) Sales Tax 17.65 18.37
ii) Income Tax disputed by the Company 4.35 4.35
iii) Excise and Customs Duty 30.35 33.36
iv) Claims filed by Banks / Lenders with Debt Recovery Tribunal* 119.37 6.44
v) Others 80.30 106.75
Subsidiary Companies

Claims against the Company not acknowledged as debt


vi) Others 11.39 11.39
vii) Corporate Guarantee * 3.80 6.50
B) Commitments
Capital Commitments
Parent Company
Estimated amount of contract remaining to be executed on capital account and 6.64 7.50
not provided for (net of advances)
* Given to lender of ISMT Europe AB, Sweden of Rs. 3.80 Crore by Struct Hydraulics AB, Sweden (March 31, 2019 Rs. 6.50
Crore) in respect of bills discounting facility.
The Group doesnot expect the outcome of the matters stated above to have a material adverse impact on the Group’s s financial
condition, reslut of operations or cash flows. Future cash outflows in respect of liability under clause A (i) to (iii) and (vi &
vii) is dependent on decisions by relevant authorities of respective disputes and in respect of liability under clause A (iv & v) is
dependent on terms agreed upon with the parties.
* Out of the above most of the debt have been assigned to ARC’s and the Parent Company is in process of restructuring of the debt.
3.2 Parent Company
Considering the uncertainty related to realisation, the following items are not considered to accrue till they are settled / sanctioned
/ received as the case may be:
a) Insurance claims except specific claims stated separately
b) Interest on receivables and
c) Electricity Refund (Additional Supply Charges).
3.3 Operations at all the plants of the Parent Company were suspended from last week of March, 2020 on account of COVID-19
outbreak and subsequent lockdown. However, operations resumed at various locations, in a phased manner from April 28, 2020
onwards after obtaining necessary permissions from the local authorities. The operations at Structo Hydraulics AB ,Sweden
(SHAB) have also shut down/ scaled down over various periods and is being operated as per the local guidelines. As per our
current assessment, no significant impact on carrying amounts of inventories, trade receivables, investments and other financial
assets is expected and we continue to monitor changes in future economic conditions. The eventual outcome of the impact of the
global health pandemic may be different from those estimated as on the date of approval of these financial statements.
Though the Covid crisis will necessarily have a wide ranging impact on domestic, European and global economies, the Covid
crisis is still unfolding and full assessment of the impact of the same on the Parent Company and SHAB’s operations, CPP of the
Parent Company and on Port and Power Project (TPPCL) will be only possible once the pandemic starts settling down.
3.4 Segment Reporting :
I Identification of Segments :
Group operating segments are established on the basis of those components of the Group that are evaluated regularly by the
Executive Committee, the ‘Chief Operating Decision Maker’ as defined in Ind AS 108 - ‘Operating Segments’, in deciding how
to allocate resources and in assessing performance. These segments have been identified taking into account nature of products
114
Annual Report 2019-20

Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
and services, the differing risks and returns and the internal business reporting systems.
The Group is engaged primarily into manufacturing of Steel and Tubes. The Group’s primary segments are Tube Segment and
Steel Segment.
Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the segment.
Revenue and expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been
disclosed as unallocable.
Segment assets and segment liabilities represent assets and liabilities in respective segments. Investments, tax related
assets and other assets and liabilities which cannot be allocated to a segment on a reasonable basis have been included under
“Unallocable Assets / Liabilities’’.
Inter Division Transfer represents transfer of finished / semi-finished products within the Segment for further processing and sale.
Profit or loss on inter Division transfers are eliminated at the Group level.
II Information about Geographical Segment - Secondary Segment
Rs. In Crore
Particulars 2019-20 2018-19
Revenue from External Customers
Domestic 1,152.97 1,600.50
Exports 147.43 222.42
Total revenue 1,300.40 1,822.92

III Revenue from Major Customers


Revenue under the segment ‘Steel’ include Rs 37.46 Crore (Previous Year: Rs 92.66 Crore of two customer ) from one customer
having more than 10% revenue of total segment revenue. There is no single customer that accounts for more than 10% of the
revenue in Tube Segment .
IV Segment Information
Rs. In Crore
Particulars As on March 31, 2020 As on March 31, 2019
Tube Steel Unallocable Total Tube Steel Unallocable Total
Segment Segment Segment Segment
i) Segment Revenue
Total External Sales (Gross) 1,002.26 298.14 1,300.40 1,344.69 478.23 1,822.92
Add : Inter Segment Transfers (Gross ) - 317.40 317.40 - 541.28 541.28
: Inter Division Transfers (Gross) 78.07 - 78.07 86.67 - 86.67
: Sale to Subsidiary Companies 79.86 - 79.86 126.92 - 126.92
1,160.19 615.54 1,775.73 1,558.28 1,019.51 2,577.79
Less : Inter Segment Transfers (Net) - 317.40 317.40 - 541.28 541.28
Inter Division Transfers (Net) 78.07 - 78.07 86.67 - 86.67
Sale to Subsidiary Companies 79.86 - 79.86 126.92 - 126.92
Net Sales 1,002.26 298.14 1,300.40 1,344.69 478.23 1,822.92
ii) Segment Results
Profit Before Finance Costs , 30.13 (6.90) 0.47 23.70 49.25 13.57 3.33 66.15
Foreign Exchange Loss and Taxes
Less : Finance Costs 274.89 277.86
: Foreign Exchange (Gain )/Loss (8.87) 4.92
: Depreciation on reclassification - 20.38
of assets held for sale
Profit / ( Loss ) Before Tax (242.32) (237.01)
Less : Tax Expenses (1.95) -
Profit / ( Loss ) After Tax (240.37) (237.01)
Add : Other Comprehensive Income (4.29) 13.46
Profit / ( Loss ) After Comprehensive (244.66) (223.55)
Income

115
Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
Rs. In Crore
Particulars As on March 31, 2020 As on March 31, 2019
Tube Steel Unallocable Total Tube Steel Unallocable Total
Segment Segment Segment Segment
iii) Other Information
Total Segment Assets 1,395.56 428.77 1,824.33 1,493.90 393.00 1,886.90
Total Segment Liabilities 124.49 64.83 189.32 131.38 59.72 191.10
Total cost incurred for acquiring
Segment Assets 35.05 4.29 7.83 47.17 11.19 1.76 2.46 15.41
Segment Depreciation 46.46 12.47 6.63 65.56 43.76 13.13 56.89
Non - Cash Expenses - - - 5.06 0.56 5.62
Total Unallocable Assets 423.36 556.00
Total Unallocable Liabilities 3,172.75 3,121.52

Note : Steel Segment Results include profit on steel captively consumed by Tube Segment.
3.5 Pending reconciliation / confirmations of Trade Receivables / Trade Payables, adjustments for differences, if any , would be made
at the time of reconciliation or on receipt of confirmation. The management is of the opinion that the impact of such adjustments,
if any, is not likely to be significant
3.6 Leases
The Group has adopted Ind AS 116, effective annual reporting period beginning April 1, 2019 and applied the Standard to its
leases, retrospectively, with the cumulative effect of initially applying the Standard, recognized on the date of initial application,
that is, April 1, 2019. Accordingly, the Group has not restated comparative information.
The Group measure lease liability at the present value of the remaining lease payments, discounted using the lessee’s incremental
borrowing rate at the date of initial application, and measure that right-of-use asset an amount equal to the lease liability, adjusted
by the amount of any prepaid or accrued lease payments relating to that lease recognized in the balance sheet immediately before
the date of initial application. This has resulted in recognizing a right-of-use (ROU) assets of Rs 11.25 Crore and lease liability
of Rs 7.36 Crore as at April 1, 2019.
The effect of this adoption is not significant on the consolidated profit and loss for the year and earning per share.
A) Following are the changes in the carrying amount of Right-of-Use Assets for the year ended March 31, 2020.
Rs. In Crore
Particulars As at March 31, 2020
Office Buildings Plant and
Machinery
Balance as on April 1, 2019 - -
On Transition on Ind AS 116 3.37 7.88
Addition during the year 0.30 -
Deletion on cancellation of lease - -
Depreciation on ROU of Assets 1.17 1.55
Depreciation on Deletion - -
Balance as on March 31, 2020 2.50 6.33

B) The following is the movement in Lease Liabilities for the year ended March 31, 2020
Rs. In Crore
Particulars As at March 31, 2020
Office Buildings Plant and
Machinery
Balance as on April 1, 2019 - -
On Transition to Ind AS 116 3.27 4.09
Additions during the year 0.30 -
Finance Cost incurred during the year 0.40 0.47
Deletion on cancellation of lease - -
Payment of lease liabilities (1.33) (1.29)
Balance as on March 31, 2020 2.64 3.27

116
Annual Report 2019-20

Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
The table below provides details regarding the contractual maturities of lease liabilities as at March 31, 2020 on an undiscounted
basis:
Rs. In Crore
Particulars As at
March 31, 2020
Due within one year 2.54
Due within one year to five years 4.14
Due for more than five years 1.15
Total Undiscounted Lease Liabilities 7.83
Lease Liabilities included in the Statement of standalone financial position
Non- Current Financial Liabilities 4.02
Current Financial Liabilities 1.89
Total 5.91
The Group Company does not face a liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the
obligations related to lease liabilities as and when they fall due.
C) The following amounts are recognized in the Consolidated Statement of Profit and Loss for the year ended March 31,
2020:
Rs. In Crore
Particulars As at
March 31, 2020
Interest Expenses on Financial Liabilities 0.87
Depreciation on ROU Assets 2.72
Expenses relating to Short Term Lease 0.16
Expenses relating to Leases of Low Value Assets -
Total 3.75

D) The following amounts are recognized in the Consolidated Statements of Cash Flows for the year ended March 31, 2020:
Rs. In Crore
Particulars As at
March 31, 2020
Total Cash outflows for Leases 2.62

3.7 Foreign currency fluctuation on long term borrowing capitalised


Parent Company
The Company has elected to continue the policy adopted under previous GAAP for accounting the foreign exchange differences
arising on settlement or translation of long-term foreign currency monetary items outstanding as of April 1, 2016 i.e. foreign
exchange differences arising on settlement or translation of long-term foreign currency monetary items relating to acquisition of
depreciable assets are adjusted to the carrying cost of the assets and depreciated over the balance life of the asset. Accordingly, the
Company has capitalised such exchange fluctuation loss to Plant & Machinery of Rs 19.77 Crore and Rs 10.43 Crore ( including
Assets held for sale) for the year ended March 31, 2020 and March 31, 2019 respectively.

117
Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
3.8 Related Party Transactions.
In accordance with the requirements of Ind AS 24, on related party disclosures, name of the related party, related party relationship,
transactions and outstanding balances with whom transactions have taken place during the reporting periods are given below:
Name and Relationships of the Related Parties:
I Key Management Personnel (KMP)
Sr Name of the Related Party Designation
No
1 Mr. B.R. Taneja Managing Director
2 Mr. Rajiv Goel Chief Financial Officer
3 Mr. O P Kakkar Non-Executive Director
4 Ms. Deepa Mathur Non-Executive Director
5 Mr. Shyam Powar Independent Director
6 Mr. R Poornalingam Independent Director
7 Mr. Kanakraj M Independent Director
8 Mr. Sinna Durai Rajanbabu Whole Time Director (TPPCPL Group ) w.e.f February 10, 2020
9 Mr. Jerry Johansson Director (Structo Hydraulics AB ) upto May 17, 2019
10 Ms. Anne Karlsson Director (Structo Hydraulics AB ) w.e.f. May 17, 2019

Sr Name of the Related Party


No
A Associate Companies
1 Indian Seamless Enterprises Limited
2 Taneja Aerospace and Aviation Limited
3 First Airways Inc, USA.

i) Details of Transaction with Key Management Personnel:


Rs. In Crore
Sr Nature of Transactions 2019-20 2018-19
No
1 Managerial Remuneration * 4.23 4.00
2 Sitting Fees 0.35 0.39
* Excludes provision for compensated leave and gratuity for KMP as liabilities are provided on overall company basis and is not
identified separately in actuarial valuation.
ii) Details of transaction with Susidiary and Associate Companies:
Rs. In Crore
Sr Nature of Transactions / Relationship Associate Companies
No 2019-20 2018-19
1 Sale of Finished Goods 11.82 18.90
2 Interest Paid - 0.14
3 Repayment of Advance received - 1.00
Outstanding as at Balance Sheet date
1 - Receivables ( net of provisions ) 1.82 8.05
2 - Unsecured Loan Payable 7.75 7.75

a) Sales of finished goods to Associate Companies include sales to Indian Seamless Enterprises Limited Rs. 9.09 Crore
(Previous Year Rs. 11.73 Crore), Taneja Aerospace and Aviation Limited Rs. Nil ( Previous Year Rs. 0.35 Crore) and First
Ways Inc, USA Rs.2.73 Crore ( Previous Year Rs. 6.82 Crore).
b) Interest paid to Associate Company - Taneja Aerospace and Aviation Limited is Rs. Nil (Previous Year Rs.0.14 Crore).
c) Repayment of Advance received from Associate Company - Taneja Aerospace and Aviation Limited is Rs. Nil (Previous
Year Rs.1.00 Crore).

118
Annual Report 2019-20

Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
3.9 Income tax expenses
A The major components of income tax expenses for the year are as under:
Rs. In Crore
Particulars 2019 -20 2018 -19
I Income Tax recognised in the statement of profit and loss
Current tax - -
Deferred tax - -
Earlier Year Tax (1.95) -
Total Income Tax recognised in the statement of profit and loss (1.95) -
II Income Tax recognised in Other Comprehensive Income
Deferred tax - -
Total Income Tax recognised in Other Comprehensive Income - -

B Reconciliation of income tax expenses and the accounting profit for the year is under:
Rs. In Crore
Particulars 2019 -20 2018 -19
Accounting profit before income tax expenses (242.32) (237.01)
Enacted tax rates in India (%) 34.94% 34.94%
Expected income tax expenses (84.68) (82.82)
Tax Effect of :
Expenses not deductible 89.26 89.28
Non taxable subsidiaries and effect of differential tax rate 1.08 (0.30)
Capital Gain taxable @ 20.60% - -
Accelerated capital allowances 5.37 8.82
Expenses on which no deduction is admissible (1.75) 1.41
(Profit) / Loss in respect of which deferred tax assets not recognized for the year* (9.28) (16.39)
Tax expenses recognised in statement of profit and loss - -
Adjustments recognised in current year in relation to the current tax of earlier years (1.95) -
Income tax expense reported (1.95) -
Effective tax rate (%) NIL NIL
There are certain income-tax related legal proceedings which are pending against the Group. Potential liabilities, if any have been
adequately provided for.
*Deferred tax assets have been recognised to the extent of deferred tax liabilities on taxable temporary differences available.
C Significant components of Deferred tax assets & liabilities recognized in Financial Statements
As at March 31, 2020
Rs. In Crore
Particulars As at Charged / Charged / As at
April 1, (credited) to (credited) to March 31,
2019 Statement of OCI 2020
income
Tax effect of item constituting Deferred Tax Liabilities
i) Depreciation 252.33 6.71 - 259.04
252.33 6.71 - 259.04
Tax effect of item constituting Deferred Tax Assets
i) Accumulated Tax lossess 182.25 (6.68) - 175.57
ii) Unabsorbed Tax Depreciation 178.45 0.01 - 178.46
iii) Deduction eligible in future period in respect of expenses 331.10 91.69 - 422.79
already debited to the Statement of Profit and Loss

119
Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
Rs. In Crore
Particulars As at Charged / Charged / As at
April 1, (credited) to (credited) to March 31,
2019 Statement of OCI 2020
income
iv) Others 0.13 (0.13) - -
691.93 84.89 - 776.82
Restricted to Deferred Tax Liabilities 252.33 6.71 - 259.04
v) MAT Credit Entitlement 82.05 - - 82.05
334.38 6.71 - 341.09
Net Deferred Tax Asset/ (Liability) 82.05 - - 82.05

As at March 31, 2019


Rs. In Crore
Particulars As at Charged / Charged / As at
April 1, (credited) to (credited) to March 31,
2018 Statement of OCI 2019
income
Tax effect of item constituting Deferred Tax Liabilities
i) Depreciation 252.44 (0.11) - 252.33
252.44 (0.11) - 252.33
Tax effect of item constituting Deferred Tax Assets
i) Accumulated Tax lossess 181.10 1.15 - 182.25
ii) Unabsorbed Tax Depreciation 178.34 0.11 - 178.45
iii) Deduction eligible in future period in respect of expenses 238.52 92.58 - 331.10
already debited to the Statement of Profit and Loss
iv) Others 0.27 (0.14) 0.13
598.23 93.70 0.00 691.93
Restricted to Deferred Tax Liabilities 252.44 (0.11) - 252.33
v) MAT Credit Entitlement 82.05 - - 82.05
334.49 (0.11) - 334.38
Net Deferred Tax Asset /(Liability) 82.05 - - 82.05
Deferred tax assets have been recognised to the extent of deferred tax liabilities on taxable temporary differences available. It is
expected that any reversals of the deferred tax liability would be offset against the reversal of the deferred tax assets.
The Group has unused tax losses under the head Business Loss and unabsorbed depreciation as per the Income Tax Act, 1961.
Based on the probable uncertainty regarding the set off of these losses, the Group has not recognized deferred tax asset in the
Balance Sheet. Details of tax losses under the head business losses and unabsorbed depreciation with expiry is as follows:
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Within five years 440.95 351.66
Geater than five years 0.91 111.72
No expiry 608.41 608.40
Total 1,050.27 1,071.78

120
Annual Report 2019-20

Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
3.10 Disclosure as required by Ind AS - 19 Employee Benefits
Retirement benefit obligations
1 Defined Contribution plan
Parent Company
The Company has recognized the following amounts as an expense and included under the head “ Employee Benefits Expense”
– Contribution to Provident and other Fund :
Rs. In Crore
Particulars 2019-20 2018-19
a) Employer’s Contribution to Provident Fund and Employee Pension Scheme 9.28 6.13
b) Employer’s Contribution to Superannuation Fund 2.83 2.98
Total 12.11 9.11
In respect of provident fund trust setup by the Company, there is no deficit of interest shortfall with regards to future obligation
arising due to interest shortfall.
Subsidiary Companies : Structo Hydraulics AB
The Company has recognized the following amounts as an expense and included under the head “ Employee Benefits Expense”
– Contribution to Provident and other Fund :
Rs. In Crore
Particulars 2019-20 2018-19
Social Security Contribution 3.38 3.37
Total 3.38 3.37

2 Defined benefit plan


Parent Company - Gratuity and Leave Encashment
Gratuity is payable to all eligible employees of the company on retirement, death, permanent disablement and resignation in
terms of the provision of the Payment of Gratuity Act, 1972. The benefits would be paid at the time of separation.
The following tables summarises the changes in the projected benefit obligation and plan assets and amounts recognised in the
Balance Sheet as at March 31, 2020 and March 31, 2019, being the respective measurement dates:
Rs. In Crore
Particulars Gratuity (Funded)
2019-20 2018-19
a) Changes in present value of defined benefit obligations
Present value of defined benefit obligation at the beginning of the Year 34.90 32.20
Current Service Cost 1.74 1.68
Interest Cost 2.59 2.46
Actuarial changes arising from change in financial assumptions 1.78 (3.46)
Actuarial changes arising from change in experience adjustments 0.80 4.21
Benefits paid (2.40) (2.19)
Present value of defined benefit obligation at the end of the Year 39.41 34.90
b) Changes in fair value of Plan Assets:
Fair value of Plan Assets as at beginning of the Year 34.44 31.52
Interest Income 2.73 2.41
Employer Contribution 1.94 0.68
Return on plan assets excluding interest income (0.11) (0.09)
Benefits paid (0.07) (0.08)
Fair value of plan Assets as at end of the Year 38.93 34.44

121
Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
Rs. In Crore
Leave Encashment
Sr. Gratuity (Funded)
Particulars (Non Funded)
No.
2019-20 2018-19 2019-20 2018-19
c) Net asset / (liability) recognised in the balance sheet
Present value of defined benefit obligation at the end of the
Year 39.41 34.90 8.49 7.55
Fair value of plan Assets as at end of the Year 38.93 34.44 - -
Amount recognised in the Balance Sheet 0.48 0.46 8.49 7.55
Net (liability) / assets - Current 0.48 0.46 1.09 0.89
Net (liability) / assets - Non - current - 7.40 6.66
d) Expenses recognised in the Statement of Profit and
Loss for the year
Current Service Cost 1.74 1.68 0.68 0.58
Interest Cost on benefit obligation (net) (0.13) (0.04) 0.51 0.37
Actuarial (gain)/ Loss - - 1.61 2.76
Total expenses included in employee benefits expenses 1.61 1.64 2.80 3.71

Rs. In Crore
Sr. Gratuity (Funded)
Particulars
No. 2019-20 2018-19
e) Recognised in other comprehensive income for the year
Actuarial changes arising from change in financial assumptions 1.78 (3.46)
Actuarial changes arising from change in experience adjustments 0.80 4.21
Return on plan assets excluding interest income 0.11 0.09
Recognised in other comprehensive income 2.69 0.84
f) Estimate of expected defined benefit obligation
(in absolute terms i.e. undiscounted)
within the next 12 months 7.43 6.44
Between 2 to 5 Years 15.30 12.93
6 years and onwards 31.94 29.27
g) Quantitative sensivity analysis for significant assumption
1% increase in discount rate 37.17 32.79
1% decrease in discount rate 41.91 37.25
1% increase in salary growth rate 41.60 37.00
1% decrease in salary growth rate 37.40 32.98
1% increase in employee withdrawal rate 39.76 35.31
1% decrease in employee withdrawal rate 39.16 34.45
The above sensitivity analysis is based on a change in an assumption while holding the other assumptions constant. In practice,
this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the
defined benefit obligation to significant actuarial assumptions the same method (projected unit credit method) has been applied
as when calculating the defined benefit obligation within the balance sheet.
Sr. Gratuity (Funded)
Particulars
No. 2019-20 2018-19
h) Percentage of each Category of Plan Assets to total Fair Value of Plan Assets as at
end of the Year
Government of India Securities 3.10% 3.10%
Corporate Bonds 0.10% 0.10%
Special Deposit Scheme 0.30% 0.30%
Insurer Managed Funds 93.80% 93.80%
Others 2.70% 2.70%
Total 100.00% 100.00%

122
Annual Report 2019-20

Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
Leave Encashment
Sr. Gratuity (Funded)
Particulars (Non Funded)
No.
2019-20 2018-19 2019-20 2018-19
i) Principal Actuarial Assumptions used as at the Balance
Sheet date :
Discount Rate 6.80% 7.70% 6.80% 7.70%
Expected Rate of Return on Plan Assets 7.70% 7.20% 7.70% 0.00%
Salary Escalation Rate 4.00% 3% - 6% 4.00% 3% - 6%
The assumption of future salary increase takes into account the inflation, seniority, promotion and other relevant factors such as
supply and demand in employment market. The above information is certified by the Actuary.
Defined benefit plan - Tridem Port and Power Company Private Limited - Gratuity and Leave Encashment
Gratuity is payable to all eligible employees of the company on retirement, death, permanent disablement and resignation in
terms of the provision of the Payment of Gratuity Act, 1972. The benefits would be paid at the time of separation.
The following tables summarises the changes in the projected benefit obligation and amounts recognised in the Ind AS Balance
Sheet as at March 31, 2020 and March 31, 2019, being the respective measurement dates:
Rs. In Crore
Sr. Gratuity (Non-Funded)
Particulars
No. 2019-20 2018-19
a) Changes in present value of defined benefit obligations
Present value of defined benefit obligation at the beginning of the Year 0.02 0.02
Current Service Cost 0.00 0.00
Interest Cost 0.00 0.00
Actuarial changes arising from change in financial assumptions 0.00 0.00
Actuarial changes arising from change in experience adjustments 0.00 0.00
Present value of defined benefit obligation at the end of the Year 0.02 0.02
Rs. In Crore
Leave Encashment
Sr. Gratuity (Non-Funded)
Particulars (Non Funded)
No.
2019-20 2018-19 2019-20 2018-19
b) Net asset / (liability) recognised in the balance sheet
Present value of defined benefit obligation at the end of the 0.02 0.02 0.01 0.01
Year
Fair value of plan Assets as at end of the Year 0.00 0.00 0.00 0.00
Amount recognised in the Balance Sheet 0.02 0.02 0.01 0.01
Net (liability) / assets - Current 0.02 0.02 0.01 0.01
Net (liability) / assets - Non - current 0.00 0.00 0.00 0.00
c) Expenses recognised in the Statement of Profit and
Loss for the year
Current Service Cost 0.001 0.001 - -
Interest Cost on benefit obligation (net) 0.001 0.001 - -
Actuarial (gain)/ Loss 0.000 0.000 - -
Total expenses included in employee benefits expenses 0.002 0.002 - -
Rs. In Crore
Sr. Gratuity (Funded)
Particulars
No. 2019-20 2018-19
d) Recognised in other comprehensive income for the year
Actuarial changes arising from change in demographic assumptions
Actuarial changes arising from change in financial assumptions 0.000 0.000
Actuarial changes arising from change in experience adjustments 0.001 0.001
Return on plan assets excluding interest income 0.000 0.000
Recognised in other comprehensive income 0.001 0.001

123
Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
Rs. In Crore
Sr. Gratuity (Funded)
Particulars
No. 2019-20 2018-19
e) Estimate of expected defined benefit obligation (in absolute terms i.e. undiscounted)
within the next 12 months 0.020 0.018
Between 2 to 5 Years 0.004 0.004
6 years and onwards 0.000 0.000
f) Quantitative sensivity analysis for significant assumption
1 % increase in discount rate 0.022 0.020
1% decrease in discount rate 0.023 0.020
1% increase in salary growth rate 0.023 0.020
1% decrease in salary growth rate 0.022 0.020
1% increase in employee withdrawal rate 0.023 0.020
1% decrease in employee withdrawal rate 0.023 0.020
The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice,
this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the senility of the defined
benefit obligation to significant actuarial assumptions the same method (projected unit credit method) has been applied as when
calculating the defined benefit obligation within the balance sheet.
Leave Encashment
Sr. Gratuity (Non-Funded)
Particulars (Non Funded)
No.
2019-20 2018-19 2019-20 2018-19
g) Principal Actuarial Assumptions used as at the Balance
Sheet date :
Discount Rate 7.60% 7.60% 7.60% 7.60%
Salary Escalation Rate 6.00% 6.00% 6.00% 6.00%
The assumption of future salary increase takes into account the inflation, seniority, promotion and other relevant factors such as
supply and demand in employment market. The above information is certified by the Actuary.
3.11 Parent Company
As per Ind AS- 12 “Income Tax”, Minimum Alternate Tax (MAT) credit (unused tax credit) is regarded as Deferred Tax Assets
and the same shall be recognised to the extent that it has become probable that future taxable profit will be available against
which the unused tax credit can be utilised. In view of Business uncertainties and pending debt Resolution, it is difficult for the
Parent Company to fairly ascertain the probable future taxable profit against which MAT Credit can be utilized. Accordingly,
the unabsorbed MAT credit, if any, out of the total MAT Credit of Rs. 82.05 Crore as at March 31, 2020, shall be charged in
the Statement of Profit and Loss to the extent it lapses in the respective years and subject to review of the same once the Parent
Company opts for options permitted under section 115BAA of the Income Tax Act, 1961.
3.12 Earnings per share
Net profit available to equity holders of the Group used in the basic and diluted earnings per share was determined as follows:
Particulars 2019-20 2018-19
Net Profit / (Loss) for the year attributable to Equity Shareholders (Rs. In Crore) (240.43) (237.00)
Weighted Average Number of Equity Shares outstanding for basic and diluted 14,65,01,383 14,65,01,383
Face Value of Equity Share (in Rs.) 5.00 5.00
Earnings Per Share (in Rs.) (Basic and Diluted) (16.41) (16.18)
3.13 Miscellaneous Expenses includes:
Rs. In Crore
Particulars 2019-20 2018-19
i) Repair and Maintenance - Other Building 0.01 0.01
ii) Director Sitting Fees 0.35 0.39
iii) Auditors Remuneration
a) Statutory Audit Fees 0.46 0.48
b) Taxation Matters - 0.03
c) Out of Pocket Expenses 0.01 -

124
Annual Report 2019-20

Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
Rs. In Crore
Particulars 2019-20 2018-19
iv) Provision for Doubtful Debts - 5.42
v) Sales Tax, Excise and Custom duty paid under Amnesty Scheme 5.65 -
vi) Investment written off - 0.02
3.14 The Group’s EBIDTA and EBIDTA margin has been consistently increasing year on year from 2015-16 and the EBIDTA
margin for first 9 months of the current financial year was higher than that of corresponding period of previous year. However,
performance of the fourth quarter of financial year 2019-20 was affected due to the Covid lockdown and the overall performance
for the year has to be viewed against the back drop of slow down of the economy. The Group Company also expects to benefit
from Atmanirbhar policies of the Government including continuation of Anti Dumping Duty on import of seamless tubes from
China. Majority of the lenders of the Parent Company have also signed Inter Creditor Agreement for restructuring the debt
of the Parent Company. The proposed restructuring on sustainable basis is expected to address the negative net worth of the
Group thereby enlarging the business opportunities including participation in Government tenders. Accordingly the Group has
continued to prepare its financial statements on ‘Going Concern Basis’.
3.15 Parent Company
Consequent to RBI Circular dated 12th February, 2018, the lenders of Parent Company had decided to explore assignment of debt
as a Resolution Plan. Accordingly, Banks holding about 74 % of the principal debt have assigned their debt to Asset Reconstructing
Companies (ARCs) while Banks holding most of the remaining debt are also pursuing the process for assignment of debt to ARCs.
Majority of the lenders of the Parent Company consisting of both ARCs and the banks have signed Inter Creditor Agreement as per the
RBI guidelines for restructuring the debt of the Parent Company. However, the Restructuring and assignment of further debt could not be
concluded due to the implementation of countrywide lockdown on account of COVID-19 outbreak. Restructuring of debt to be done on
a sustainable basis could inter-alia necessitate down-sizing of debt including interest and will also need to factor in the COVID impact on
global and domestic economy and consequently on the business of the Parent Company.
Notwithstanding the pending restructuring of debt and balance confirmations from lenders, interest on the loans has been provided
as per the terms of sanction letters of the respective banks on simple interest basis (excluding overdue / penal and compounding
of interest). In view of restructuring exercise, occurrence of such interest though unascertained, however the same has been
provided out of abundant precaution. The financial effect of non provision of overdue / penal and compounding of interest, if
any, on consolidated net loss for the year ended March 31, 2020, carrying value of the borrowings ( financial liabilities) and other
equity as at March 31, 2020 is not ascertainable.
3.16 Tridem Port and Power Company Private Limited (TPPCL), the wholly owned subsidiary of the Parent Company, along with its
subsidiaries had proposed to set up a thermal power project and captive port in Tamil Nadu. TPPCL had obtained the approvals
for the projects including acquisition of land but no construction activity had commenced. However, on account of subsequent
adverse developments, the TPPCL had decided not to pursue these projects. There has been negligible interest from the potential
buyers due to present power sector scenario. TPPCL has also unsuccessfully tried to sell the freehold land.
  Considering premature status of the project, prevailing power sector scenario, ongoing litigations, the various alternative usage of land
of the project and inability to successfully pursue the sale of the project or its freehold land, it is not possible to reasonably or reliably
determine the recoverable amount and consequently to ascertain whether there is any impairment of the amount invested in project as
required by Ind AS 36 “Impairment of Assets” and hence the aforesaid asset is measured on the Balance sheet date at the carrying
amount of Rs 104.56 Crore. The financial effect, if any, of the same on consolidated net loss for the year ended March 31, 2020, carrying
value of the asset including capital work in progress and other equity as at March 31, 2020 is not ascertainable.
3.17 Parent Company
i) Maharashtra Electricity Regulatory Commission (MERC) had disallowed Parent Company’s petition regarding banking
of energy facility under Energy Banking Agreement (EBA) vide its orders dated June 20, 2014 and January 12, 2015.
The Parent Company filed an appeal before the Appellate Tribunal for Electricity (APTEL) against the said order and the
same has been dismissed by the APTEL vide their order dated April 1, 2016. The Parent Company’s appeal, challenging
the APTEL order is pending before the Hon’ble Supreme Court. The Parent Company had accrued EBA benefit
aggregating to Rs. 49.97 Crore up to March 31, 2014, of which amount outstanding as on March 31, 2020 is Rs. 39.53
Crore, representing excess energy charges paid to Maharashtra State Electricity Distribution Company Limited (MSEDCL)
on account of non-availability of banking of energy facility. There has been no further accrual since April 1, 2014 on
account of suspension of operation of power plant.
Being a sub-judice matter, it is not possible to reasonably or reliably determine the recoverable amount; hence the receivable
from MSEDCL is measured on the reporting date at the carrying amount of Rs.39.53 Crore. The financial effect, if any, of
the same on consolidated net loss for the year ended March 31, 2020 and carrying value of the non -current financial assets
and other equity as at March 31,2020 is not ascertainable.

125
Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
ii) Considering prevailing uncertainties of running the 40 MW Captive Power Project (CPP) of the Parent Company at
Chandrapur, Maharashtra or disposing it as going concern or otherwise and pending outcome of supreme court decision as
referred above, it is not possible to reasonably or reliably determine the recoverable amount and consequently to ascertain
whether there is any impairment of the CPP as required by Ind AS 36 Impairment of Assets. Hence the aforesaid asset is
measured as at March 31, 2020 at the carrying amount of Rs 237.29 Crore. The financial effect, if any, of the same on
consolidated net loss for the year ended March 31, 2020, carrying value of the CPP and other equity as at March 31, 2020
is not ascertainable.
3.18 Interest income includes interest received from Banks of Rs. 3.41 Crore (Previous Year Rs. 1.67 Crore).
3.19 Financial risk management
The Group’s financial liabilities comprise mainly of borrowings, trade payables and other payables. The Group’s financial
assets comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and other
receivables.
Risk management framework
Group’s board of directors has overall responsibility for establishment of Company’s risk management framework and formed
Risk Management Committee. Management is responsible for developing and monitoring Company’s risk management policies,
under the guidance of Risk Management Committee. Management identifies, evaluate and analyses the risks to which the
company is exposed to and set appropriate risk limits and controls to monitor risks and adherence to limits. Management
periodically reviews its risk policy and systems to assess need for changes in the policies to adapt to the changes in market
conditions and align the same to the business of the Group.
Group has exposure to following risks arising from financial instruments:
a) Credit risk
Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities,
including deposits with banks, financial institutions, foreign exchange transactions and other financial instruments.
Credit risk from Trade receivables is managed as per the Group’s established policy, procedures and control relating to customer
credit risk management. Credit limits are established for all customers based on internal criteria reviewed and monitored from
time to time. Majority of the customers are long standing customers and regularly monitored by individual business managers
who deal with those customers. Management monitors trade receivables on regular basis and take suitable action where needed
to control the receivables crossing set criteria / limits.
Credit risk arising from derivative financial instruments and other balances with banks is limited and there is no collateral held
against these because the counterparties are banks and recognised financial institutions with high credit ratings assigned by the
reputed credit rating agencies.
Management does an impairment analysis at each reporting date as per set procedure and computes credit loss allowance based
on a provision matrix. Further, the Group’s customers base is widely distributed both economically as well as geographically and
in view of the same, the quantum risk also gets spread across wide base and hence management considers risk with respect to
trade receivable as low.
Expected credit loss for trade receivables under simplified approach as at the end of each reporting period is as follows:
Rs. In Crore
Particulars As at As at
March 31, 2020 March 31, 2019
Gross Carrying Amount 203.00 253.82
Less: Expected credit loss at simplified approach 4.26 4.29
Carrying amount of trade receivables ( net of impairment) 198.74 249.53

b) Liquidity risk.
The Group manages the liquidity risk by maintaining adequate funds in cash and cash equivalents. Working capital requirements
are adequately addressed by internally generated funds. Trade receivables are kept within manageable levels. Group aims to
maintain the level of its cash and cash equivalents at levels to meet its expected cash outflows on operational and financial
liabilities. Also Refer Note No 3.15 regarding debt resolution with the lenders.

126
Annual Report 2019-20

Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based
on contractual undiscounted payments
Rs. In Crore
Less than 1 1 to 5 years More than 5 Total
Particulars
year years
March 31, 2020
Borrowings 1,022.69 159.48 7.75 1,189.92
Trade and other payables 108.42 - - 108.42
Other fiancial liabilities 2,182.25 - - 2,182.25
Other Non Current fiancial liabilities - 4.02 - 4.02
Total 3,313.36 163.50 7.75 3,484.61
March 31, 2019
Borrowings 1,066.85 270.65 6.83 1,344.33
Trade and other payables 101.50 - - 101.50
Other fiancial liabilities 1,838.23 - - 1,838.23
Total 3,006.58 270.65 6.83 3,284.06

c) Competition and pricing risk


The Group faces competition from local and foreign competitors. Nevertheless, it believes that it has competitive advantage in terms
of high quality products and by continuously upgrading its expertise and range of products to meet the needs of its customers.
d) Market risk
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 following types of risks :
i.  Interest rate risk
The Group’s exposure to the risk of changes in market interest rates relates primarily to the long term debt obligations and
Buyer’s credit obligations with floating interest rates. The Group has not used any interest rate derivatives.
We refer to Note No 3.15 regarding debt resolution with the lenders. Pending the same, the group is not able to determine
its exposure to interest rate risk which primary related to the long term debt and working capital borrowings.
ii. Foreign Currency Risk and sensitivity
The Group is exposed to foreign exchange risk arising from export sales, operating and capital expenditure in foreign
currency, foreign currency loans and economic exposure on account of mismatch between foreign currency and INR assets
and liabilities. The risk is measured through a forecast of highly probable foreign currency cash flows.
Primarily, the exposure in foreign currencies is denominated in USD, EURO. At any point in time, Group covers foreign
currency risk by taking appropriate percentage of its net foreign currency exposure by entering into forward exchange
contracts on past performance basis mostly with a maturity of less than one year. The Group does not enter into derivative
instruments.
Details of Unhedged exposure in foreign currency denominated monetary items:
Currency As at As at
March 31, 2020 March 31, 2019
Foreign Currency Rs in Crore Foreign Currency in Rs in Crore
in Million Million
Parent Company
Secured Loans
US Dollars 38.58 290.83 39.32 271.99
EURO 4.32 35.89 4.32 33.57
Receivables
US Dollars 6.14 41.86 8.21 53.97
EURO 5.48 45.32 4.03 31.47
Australian Dollar 0.001 0.01 0.006 0.03
GBP 0.05 0.48 0.03 0.23
Payables
US Dollars 1.02 7.69 1.01 7.01
EURO 0.08 0.70 0.08 0.62

127
Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
Currency As at As at
March 31, 2020 March 31, 2019
Foreign Currency Rs in Crore Foreign Currency in Rs in Crore
in Million Million
Interest Payable
US Dollars 7.48 55.76 5.67 40.37
EURO 0.98 8.15 0.77 6.17
Subsidiary Companies
Receivables
US Dollars 0.33 2.47 0.69 4.80
EURO 1.59 13.18 2.00 15.56
Payables
US Dollars 0.01 0.04 0.01 0.02
EURO 0.26 2.16 0.02 1.61
Note : The above amounts include inter group receivables/payables in foreign currency
5% appreciation in USD and EURO with respect to Indian Rupees would have result in increase in loss before tax by
approximately Rs 14.86 crore for March 31, 2020 and increase in Loss before tax by approximately Rs 12.53 crore for
March 31, 2019.
5% depreciation in USD and EURO with respect to Indian Rupees would have had the equal but opposite effect on the
above currencies to the amounts shown above, on the basis that all other variables remain constant.
iii. Commodity price risk
The Group is exposed to the movement in price of key raw materials in domestic and international markets. The Group
reviews the prices of key raw materials on weekly basis and enters into most of the contracts for procurement of material
on short term fixed price basis.
3.20 Capital Managment
For the purpose of the Group’s capital management, capital includes issued equity capital and all other equity reserves attributable
to the equity holders of the Group. The primary objective of the Group’s Capital management is to safeguard continuity, maintain
a strong credit rating and healthy capital ratios in order to support its business and provide adequate return to shareholders
through continuing growth.
The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements
of the financial covenants. The funding requirement is met through a mixture of equity, internal accruals, long term borrowings
and short term borrowings.
In order to achieve this overall objective, the Group’s capital management, amongst other things, aim to ensure that its meets
financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.
3.21 Fair value measurement
A) The carrying value and Fair value of Financial assets and liabilities by categories are as follows :
Rs. In Crore
Carrying value of the financial Fair value of the financial assets/
assets/liabilities liabilities
Particulars
As at As at As at As at
March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
Financial Assets at amortised cost (non-current)
Loans 15.72 16.05 15.72 16.05
Other financial Assets 7.56 8.27 7.56 8.27
Total 23.28 24.32 23.28 24.32
Financial Assets at amortised cost (current)
Trade Receivables 198.74 249.53 198.74 249.53
Cash and Cash Equivalents 52.97 65.81 52.97 65.81
Bank Balance other than Cash and Cash Equivalents 27.08 13.48 27.08 13.48

128
Annual Report 2019-20

Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
Rs. In Crore
Carrying value of the financial Fair value of the financial assets/
assets/liabilities liabilities
Particulars
As at As at As at As at
March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
Loans 1.15 1.14 1.15 1.14
Other financial Assets 1.08 0.92 1.08 0.92
Total 281.02 330.88 281.02 330.88

Financial Liabilities at amortised cost (non-current)


Sales Tax Deferral Loan 0.42 3.40 0.42 3.40
Lease Liability 4.02 - 4.02 -
Long Term Loans from Banks and Others 166.81 274.08 166.81 274.08
Total 171.25 277.48 171.25 277.48

Financial Liabilities at amortised cost (current)


Sales Tax Deferral Loan 2.47 5.06 2.47 5.06
Current Maturities of Long Term Debt 945.21 847.92 945.21 847.92
Loans Repayable on Demand 1,022.69 1,066.85 1,022.69 1,066.85
Trade and other Payables 108.42 101.50 108.42 101.50
Other financial Liabilities 1,234.57 985.25 1,234.57 985.25
Total 3,313.36 3,006.58 3,313.36 3,006.58

B) Level wise disclosures of financial assets and liabilities by categories are as follows :
Rs. In Crore
As at As at
Particulars March 31, March 31, Level Valuation techniques and key inputs
2020 2019
Financial Assets at amortised cost
(non-current)
Deposit for premises / Security Discounted cash flow method using interest rate for
15.72 16.05 3
Deposits similar financial instrument
Financial Liabilities at amortised
cost (non-current)
Discounted cash flow method using interest rate for
Sales tax Deferral Loan 0.42 3.40 3
similar financial instrument
Unsecured Loan from Associate Discounted cash flow method using interest rate for
7.75 6.83 3
Company similar financial instrument
Financial Liabilities at amortised
cost (current)
Discounted cash flow method using interest rate for
Sales tax Deferral Loan 2.47 5.06 3
similar financial instrument
Fair value of cash and cash equivalents, short term loans, trade receivables, trade payables, other financial assets/liabilities
approximate their carrying amounts largely due to the short term maturities of these instruments. Methods and assumptions used
to estimate the fair values are consistent with those used for the year ended March 31, 2020.
During the reporting period ended March 31, 2020 and March 31, 2019, there were no transfers between level 1, level 2 and level
3 fair value measurements.

129
Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
Reconciliation of Level 3 fair values
The following table shows a reconciliation of the opening and closing balances for Level 3 fair values.
Rs. In Crore
Deposit for premises Sales Tax Deferral Loan from Associate
Particulars
/ Security Deposits Loan Company
Opening Balance (April 01, 2018) 13.72 12.46 6.02
Additions duirng the year 1.22 - -
Interest Expenses - 1.06 0.81
Interest Income 1.19 - -
Repayment of Loan (0.08) (5.06) -
Closing Balance (March 31, 2019) 16.05 8.46 6.83
Additions duirng the year - - -
Interest Income 1.09 - -
Interest Expenses - 0.51 0.92
Repayment of Loan (1.42) (6.08) -
Closing Balance (March 31, 2020) 15.72 2.89 7.75
One percentage point change in the unobservable inputs used in fair valuation of level 3 assets or liabilities does not have significant
input in its value

3.22 Events occurring after the Balance Sheet date


No adjusting or significant non - adjusting events have occurred between the reporting date and the date of authorisation.
3.23 Previous year figures have been regrouped/ rearranged, wherever considered necessary to conform to current year’s classification.
3.24 Additional Information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as
Subsidiary / Associate.
Sr. Name of the Enterprise Net Assets i.e. Total Share in Profit / Share in Other Share in Total com-
No. Assets minus Total (Loss) comprehensive prehensive income
Liabilities income
As % of Rs. in As % of Rs. in As % of Rs. in As % of Rs. in
consoli- Crore consol- Crore consolidat- Crore consoli- Crore
dated Net idated ed Other dated
Assets Profit / compre- profit or
(Loss) hensive loss
income
Parent
ISMT Limited 95.32 (1,062.20) 100.00 (240.43) 62.85 (2.69) 99.35 (243.12)
Indian Subsidiaries
1 Tridem Port and Power Company Private 0.36 (4.04) 2.03 (4.88) - - 1.99 (4.88)
Limited
2 Nagapattinam Energy Private Limited 0.02 (0.25) 0.00 (0.01) - - 0.00 (0.01)
3 Best Exim Private Limited 0.17 (1.92) - - - - - -
4 Success Power & Infraprojects Private 0.09 (1.01) - - - - - -
Limited
5 Marshal Microware Infrastructure 0.27 (3.05) - - - - - -
Development Company Private Limited

130
Annual Report 2019-20

Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)

Sr. Name of the Enterprise Net Assets i.e. Total Share in Profit / Share in Other Share in Total com-
No. Assets minus Total (Loss) comprehensive prehensive income
Liabilities income
As % of Rs. in As % of Rs. in As % of Rs. in As % of Rs. in
consoli- Crore consol- Crore consolidat- Crore consoli- Crore
dated Net idated ed Other dated
Assets Profit / compre- profit or
(Loss) hensive loss
income
Foreign Subsidiaries
1 ISMT Enterprises SA, Luxembourg (5.74) 63.95 0.14 (0.33) - - 0.13 (0.33)
2 Structo Hydraulics AB, Sweden (1.17) 13.09 2.57 (6.17) - - 2.52 (6.17)
3 ISMT Europe AB, Sweden (0.62) 6.87 (0.67) 1.61 - - (0.66) 1.61
4 Indian Seamless Inc., USA (0.11) 1.21 - - - - - -
5 PT ISMT Resources, Indonesia (0.00) 0.01 (0.05) 0.13 - - (0.05) 0.13
Minority Interest in all Subsidiaries (0.02) 0.24 0.02 (0.06) - 0.01 0.02 (0.05)
Sub-Total 88.58 (987.10) 104.04 (250.14) 62.85 (2.68) 103.31 (252.82)
Total Elimination 11.42 (127.26) (4.04) 9.71 37.38 (1.60) (3.31) 8.11
Grand Total 100.00 (1,114.36) 100.00 (240.43) 100.23 (4.28) 100.00 (244.71)

As per our report of even date For and on behalf of the Board of Directors
For D N V & Co
Chartered Accountants
Firm Registration No. 102079W B. R. Taneja Rajiv Goel
Managing Director Chief Financial Officer
CA Bharat Jain DIN NO:00328615 DIN NO:00328723
Partner Chetan Nathani
M. No.100583 Company Secretary
FCS NO:9836
Mumbai, July 31, 2020 Pune, July 31, 2020

131
Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
Form AOC - I

SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARY / ASSOCIATES AS PER SECTION 129 (3) OF
COMPANIES ACT, 2013
PART ‘A’ SUBSIDARIES
Rs. in Crore
Sr. Name of the Subsidiary Reporting Share Other Total Total Investments Turnover/ Profit/(Loss) Provision Profit/(Loss) Proposed % of
No. Company Currency Capital Equity Assets Liabilities (excluding Total Before for After Dividend Shareholding
# investmxent Income Taxation Taxation Taxation
in subsidiary)

1 ISMT Enterprises SA, Euro 61.04 2.91 65.42 1.47 - - (0.33) - (0.33) - 99.62%
Luxembourg

2 Structo Hydraulics AB, SEK 16.32 (3.23) 63.60 50.51 - 34.81 (6.17) - (6.17) - 100.00%
Sweden

3 ISMT Europe AB, Sweden SEK 0.07 0.80 52.83 45.96 - 70.02 1.61 - 1.61 - 100.00%

4 Indian Seamless Inc., USA USD 2.10 (0.89) 1.24 0.03 - 0.14 - - - - 100.00%

5 Tridem Port and Power INR 2.58 (6.62) 110.79 114.83 - - (4.88) - (4.88) - 100.00%
Company Private Limited

6 Nagapattinam Energy INR 0.25 (0.50) 57.74 57.99 - - (0.01) - (0.01) - 100.00%
Private Limited

7 PT ISMT Resources, Rupiah 4.50 (4.49) 0.01 - - 0.16 0.13 - 0.13 - 100.00%
Indonesia

8 Best Exim Private Limited INR 0.01 (1.93) 0.06 1.98 - - - - - - 100.00%

9 Success Power and INR 0.19 (1.20) 4.95 5.96 - - - - - - 100.00%


Infraprojects Private
Limited

10 Marshal Microware INR 0.01 (3.06) 2.18 5.23 - - - - - - 100.00%


Infrastructure Development
Company Private Limited
# Excluding Share Capital and Other Equity

Exchange Rates Closing Exchange Rate for Average Rate for Profit and Loss
Assets and Liabilities items
Euro to INR 83.082 80.410
SEK to INR 7.602 7.525
Rupiah to INR 0.005 0.005
USD to INR 75.368 72.324

Reporting dates of all Subsidiaries is March 31, 2020 except for PT ISMT Resources, which is December 31, 2019.
Note : 1. Names of subsidiaries which are yet to commence operations : None
2. Names of subsidiaries which have been liquidated or sold during the year : None

For and on behalf of the Board of Directors

B. R. Taneja Rajiv Goel Chetan Nathani


Managing Director Chief Financial Officer Company Secretary
DIN NO:00328615 DIN NO:00328723 FCS NO:9836

Pune, July 31, 2020

132
Annual Report 2019-20

Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)

Statement on Impact of Audit Qualifications (for audit report with modified opinion)
submitted along-with Annual Audited Financial Results – Consolidated
I. Statement on Impact of Audit Qualifications for the Financial Year ended March 31, 2020
[See Regulation 33/52 of the SEBI (LODR) (amendment Regulations, 2016]
Rs. In Crore
Sr. No. Particulars Audited Figures Adjusted Figures
(as reported before (audited figures
adjusting for after adjusting for
qualifications) qualifications)
1. Turnover / Total income 1,336.98 1,336.98
2. Total Expenditure 1,577.35 1,698.93
3. Net Profit/(Loss) (240.37) (361.95)
4. Earnings Per Share (16.41) (24.71)
5. Total Assets 2,398.60 2,277.02
6. Total Liabilities 3,512.98 3,512.98
7. Net Worth (1,114.38) (1,235.96)
8. Any other financial item(s) (as felt appropriate by the management) - -
Note :- Impact of Audit qualification mentioned in 3 (a), 4 (a) and 5 (a) below has not been included above as the exact quantum of
the same cannot be ascertained.
II. Audit qualification (each qualification separately):
(1) (a) Details of Audit Qualification:
The Parent Company has outstanding Minimum Alternate Tax (MAT) entitlement, classified as Deferred Tax Asset as per
Ind AS- 12, Income Taxes, of Rs. 82.05 Crore as on March 31, 2020. Taking into consideration the loss during the year
ended March 31, 2020 and carried forward losses under the Income Tax, in our opinion, it is not probable that the MAT
entitlement can be adjusted within the specified period against the future taxable profits under the provisions of Income
Tax Act 1961. In view of the same, in our opinion, the MAT entitlement cannot be continued to be recognised as an asset in
terms of Ind AS-12. Non-writing off of the same has resulted in understatement of consolidated net loss for the year ended
March 31, 2020 and overstatement of other equity by Rs.82.05 Crore and its consequential effect on the Earnings per Share
of the Group.
(b) Type of Audit Qualification : Qualified Opinion
(c) Frequency of qualification : appearing since financial year 2013-14.
(d) For Audit Qualification(s) where the impact is quantified by the auditor, Management’s Views :
As per Ind AS- 12 “Income Tax“, Minimum Alternate Tax (MAT) credit (unused tax credit) is regarded as Deferred Tax
Assets and the same shall be recognised to the extent that it has become probable that future taxable profit will be available
against which the unused tax credit can be utilised. In view of Business uncertainties and pending debt Resolution, it is
difficult for the Parent Company to fairly ascertain the probable future taxable profit against which MAT Credit can be
utilized. Accordingly, the unabsorbed MAT credit, if any out of the total MAT credit of Rs. 82.05 Crore as at March 31,
2020, shall be charged in the Statement of Profit and Loss to the extent it lapses in the respective years and subject to review
of the same once the Parent Company opts for options permitted under section 115BAA of the Income Tax Act, 1961.
(e) For Audit Qualification(s) where the impact is not quantified by the auditor : Not Applicable
(i) Management’s estimation on the impact of audit qualification :
(ii) If management is unable to estimate the impact, reason for the same:
(iii) Auditor’s Comments on (i) or (ii) above:

133
Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
(2) (a) Details of Audit Qualification:
The Parent Company had recognized claim in earlier years, of which outstanding balance as on March 31, 2020 is
Rs. 39.53 Crores, against Maharashtra State Electricity Distribution Company Ltd. (MSEDCL) for non-implementation of
Energy Banking Agreement. The Parent Company had appealed to Appellate Tribunal (APTEL) against the order passed
by Maharashtra Electricity Regulatory Commission (MERC) and the same has been dismissed by the APTEL. The Parent
Company has preferred appeal before the Hon’ble Supreme Court against the order of APTEL. The realization of this claim
is contingent and dependent upon the outcome of the decision of the Supreme Court. In our opinion the recognition of
above claim, being contingent asset in nature, is not in conformity with Ind AS-37, “Provisions, Contingent liabilities and
Contingent assets”. Recognition of the above claim has resulted in overstatement of carrying value of non –current assets
and other equity by Rs.39.53 Crore as at March 31, 2020.
(b) Type of Audit Qualification : Qualified Opinion
(c) Frequency of qualification : appearing since financial year 2013-14
(d) For Audit Qualification(s) where the impact is quantified by the auditor, Management’s Views:
Maharashtra Electricity Regulatory Commission (MERC) had disallowed Company’s petition regarding banking of
energy facility under Energy Banking Agreement (EBA) vide its orders dated June 20, 2014 and January 12, 2015. The
Parent Company filed an appeal before the Appellate Tribunal for Electricity (APTEL) against the said order and the same
has been dismissed by the APTEL vide their order dated April 1, 2016. The Parent Company’s appeal, challenging the
APTEL order is pending before the Hon’ble Supreme Court. The Parent Company had accrued EBA benefit aggregating to
Rs. 49.97 Crore up to March 31, 2014, of which amount outstanding as on March 31, 2020 is Rs. 39.53 Crore, representing
excess energy charges paid to Maharashtra State Electricity Distribution Company Limited (MSEDCL) on account of non-
availability of banking of energy facility. There has been no further accrual since April 1, 2014 on account of suspension of
operation of power plant. Being a sub-judice matter, it is not possible to reasonably or reliably determine the recoverable
amount; hence the receivable from MSEDCL is measured on the reporting date at the carrying amount of Rs.39.53 Crore.
The financial effect, if any, of the same on consolidated net loss for the year ended March 31, 2020, carrying value of non-
current assets and other equity as at March 31, 2020, is not ascertainable.
(e) For Audit Qualification(s) where the impact is not quantified by the auditor: Not Applicable
(i) Management’s estimation on the impact of audit qualification:
(ii) If management is unable to estimate the impact, reason for the same:
(iii) Auditor’s Comments on (i) or (ii) above:
(3) (a) Details of Audit Qualification:
The Parent Company is unable to determine the recoverable value of 40 MW Captive Power Project (CPP) at Chandrapur,
Maharashtra, hence, the CPP is measured on March 31, 2020 at the carrying amount of Rs. 237.29 Crore and impairment
loss, if any, is not recognised as required by Ind AS 36 “Impairment of the Assets”. In view of the aforesaid, we are unable
to determine the impact of the same, if any, on consolidated net loss for the year ended March 31, 2020, carrying value of
the CPP and other equity as at March 31, 2020.
(b) Type of Audit Qualification : Qualified Opinion
(c) Frequency of qualification: appearing since financial year 2018-19.
(d) For Audit Qualification(s) where the impact is quantified by the auditor, Management’s Views:
Not applicable.
(e) For Audit Qualification(s) where the impact is not quantified by the auditor:
(i) Management’s estimation on the impact of audit qualification: Not ascertainable
(ii) If management is unable to estimate the impact, reason for the same:
Considering prevailing uncertainties of operating the 40 MW Captive Power Plant (CPP) of the Parent Company
at Chandrapur, Maharashtra or disposing it as going concern or otherwise and pending outcome of supreme court
decision as referred 2(d) above, it is not possible to reasonably or reliably determine the recoverable amount and
consequently to ascertain whether there is any impairment of the CPP as required by Ind AS 36 “Impairment of
Assets”. Hence the aforesaid asset is measured as at March 31, 2020 at the carrying amount of Rs 237.29 Crore.
The financial effect, if any, of the same on consolidated net loss for the year ended March 31, 2020, carrying value of
CPP and other equity as at March 31, 2020 is not ascertainable
(iii) Auditor’s Comments on (i) or (ii) above: Not ascertainable as explained in the qualification stated above

134
Annual Report 2019-20

Notes to Consolidated Financial Statement for the year ended March 31, 2020 (Contd.)
(4) (a) Details of Audit Qualification:
The ISMT Group is unable to determine the recoverable value of thermal power project and captive port (TPP) at Tamilnadu.
Hence, the TPP is measured on March 31, 2020 at the carrying amount of Rs. 104.56 Crore and impairment loss, if any, is
not recognised as required by Ind AS 36 “Impairment of the Assets”. In view of the aforesaid, we are unable to determine
the impact of the same, if any, on consolidated net loss for year ended March 31 2020, carrying value of the TPP and other
equity as at March 31, 2020.
(b) Type of Audit Qualification : Qualified Opinion
(c) Frequency of qualification: appearing since financial year 2018-19.
(d) For Audit Qualification(s) where the impact is quantified by the auditor, Management’s Views:
Not applicable.
(e) For Audit Qualification(s) where the impact is not quantified by the auditor:
(i) Management’s estimation on the impact of audit qualification: Not ascertainable
(ii) If management is unable to estimate the impact, reason for the same:
Tridem Port and Power Company Private Limited (TPPCL), the wholly owned subsidiary of the Parent Company,
along with its subsidiaries had proposed to set up a thermal power project and captive port in Tamil Nadu. TPPCL had
obtained the approvals for the projects including acquisition of land but no construction activity had commenced.
However, on account of subsequent adverse developments, the TPPCL had decided not to pursue these projects.
There has been negligible interest from the potential buyers due to present power sector scenario. TPPCL has also
unsuccessfully tried to sell the freehold land.
Considering premature status of the project, prevailing power sector scenario, ongoing litigations, the various
alternative usage of land of the project and inability to successfully pursue the sale of the project or its freehold land,
it is not possible to reasonably or reliably determine the recoverable amount and consequently to ascertain whether
there is any impairment of the amount invested in project as required by Ind AS 36 “Impairment of Assets” and hence
the aforesaid asset is measured on the Balance sheet date at the carrying amount of Rs 104.56 Crore. The
financial effect, if any, of the same on consolidated net loss for year ended March 31, 2020, carrying value of the asset
including capital work in progress and other equity as at March 31, 2020 is not ascertainable
(iii) Auditor’s Comments on (i) or (ii) above: Not ascertainable as explained in the qualification stated above
(5) (a) Details of Audit Qualification:
Pending approval/ sanction of debt restructuring scheme by lenders and balance confirmation from majority of lenders,
the Parent Company has not provided for the overdue /penal interest, if any. The quantum and its impact, if any, on the
consolidated net loss for the year ended March 31 2020, carrying value of the Borrowings (i.e Financial Liabilities) and
other equity as at March 31,2020 is unascertainable
(b) Type of Audit Qualification : Qualified Opinion
(c) Frequency of qualification : appearing since financial year 2016-17
(d) For Audit Qualification(s) where the impact is quantified by the auditor, Management’s Views:
Not applicable.
(e) For Audit Qualification(s) where the impact is not quantified by the auditor:
(i) Management’s estimation on the impact of audit qualification: Not ascertainable.
(iii) If management is unable to estimate the impact, reason for the same:
Consequent to RBI Circular dated 12th February, 2018, the lenders had decided to explore assignment of debt as
a Resolution Plan. Accordingly, Banks holding about 74 % of the principal debt have assigned their debt to Asset
Reconstructing Companies (ARCs) while Banks holding most of the remaining debt are also pursuing the process for
assignment of debt to ARCs. Majority of the lenders of the Parent company consisting of both ARCs and the banks
have signed Inter Creditor Agreement as per the RBI guidelines for restructuring the debt of the Parent Company.
However, the restructuring and assignment of further debt could not be concluded due to the implementation of
countrywide lockdown on account of COVID -19 outbreak. Restructuring of the debt to be done on a sustainable basis
could inter-alia necessitate down-sizing of debt including interest and will also need to factor in the COVID impact on
global and domestic economy and consequently on the business of the Parent Company.

135
Notwithstanding the pending restructuring of debt and balance confirmations from lenders, interest on the loans has been
provided as per the terms of sanction letters of the respective banks on simple interest basis (excluding overdue / penal and
compounding of interest). In view of restructuring exercise, occurrence of such interest though unascertained, however the
same has been provided out of abundant precaution. The financial effect, if any of non provision of overdue / penal and
compounding of interest, on consolidated net loss for the year ended March 31, 2020, carrying value of the borrowings (i.e.
financial liabilities) and other equity as at March 31,2020 is not ascertainable.
(iii) Auditor’s Comments on (i) or (ii) above: Not ascertainable as explained in the qualification stated above.

As per our report of even date


For D N V & Co For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No. 102079W B. R. Taneja Rajiv Goel
Managing Director Chief Financial Officer
CA Bharat Jain DIN NO:00328615 DIN NO:00328723
Partner R Poornalingam
M. No.100583 Audit Committee Chairman

Mumbai, July 31, 2020 Pune, July 31, 2020

136
[email protected]

Registered Office
ISMT Limited
Panama House (Earlier known as Lunkad Towers),
Viman Nagar, Pune - 411 014
Tel: +91 20 41434100/01
Fax: +91 20 26630779
Reg. Off.: Panama House, (Earlier known as
Lunkad Towers), Viman Nagar, Pune – 411014
Ph.: 020-41434100, Fax: 020-26630779,
E-mail: [email protected]; Web: www.ismt.com,
CIN: L27109PN1999PLC016417
NOTICE
as recommended by the Audit Committee & approved by
NOTICE is hereby given that the 22nd Annual General the Board of Directors of the Company (‘Board’) in
Meeting (‘AGM’) of the Members of ISMT Limited connection with the Cost Audit of the Company for the
(‘Company’) will be held on Wednesday, September 30, financial year ended March 31, 2020, be and is hereby
2020 at 11.30 A.M. IST through Video Conferencing ratified.
(‘VC’)/ Other Audio Visual Means (‘OAVM’) to transact
RESOLVED FURTHER THAT the Board be & is
the following business:
hereby authorised to do all such acts, deeds, matters &
Ordinary Business: things as may be necessary to give effect to this
resolution.”
1. To receive, consider and adopt:
4. To consider & if thought fit, to pass, with or without
(a) The Audited Financial Statements of the Company
modification(s), the following resolution as a Special
for the financial year ended March 31, 2020
Resolution:
including the Audited Balance Sheet as at March 31,
2020 & the Statement of Profit & Loss for the year “RESOLVED THAT pursuant to Section 196 & other
ended on that date & the Reports of the Board of applicable provisions of the Companies Act, 2013 (‘Act’)
Directors & the Auditors thereon; & & Rules made there under read with Schedule V of the
Act (including any statutory modification or re-enactment
(b) The Audited Consolidated Financial Statements of
thereof, for the time being in force) & pursuant to the
the Company for the financial year ended March 31,
Articles of Association of the Company & such other
2020 including the Audited Consolidated Balance
approvals & sanctions as may be required, consent of the
Sheet as at March 31, 2020 & the Consolidated
Company be & is hereby accorded to the re-appointment
Statement of Profit & Loss for the year ended on that
of Mr. B. R. Taneja (DIN: 00328615) as Managing
date & the Report of the Auditors thereon.
Director of the Company for a period of 2 (two) years
2. To appoint a Director in place of Mr. B. R. Taneja with effect from December 1, 2020 upto November 30,
(DIN: 00328615) who retires by rotation & being 2022 as set out in the explanatory statement annexed to
eligible, offers himself for re-appointment. this Notice.
Special Business: RESOLVED FURTHER THAT Mr. B. R. Taneja,
Managing Director be & is hereby designated as Whole-
3. To consider & if thought fit, to pass, with or without
time Key Managerial Personnel of the Company in terms
modification, the following resolution as an
of Section 203 of the Act.
Ordinary Resolution:
RESOLVED FURTHER THAT the Board of Directors
“RESOLVED THAT pursuant to Section 148 &
(‘Board’), which term shall be deemed to include any
other applicable provisions of the Companies Act,
Committee of the Board constituted to exercise its
2013, the remuneration of:
powers, including the powers conferred by this
(i) Rs. 2,50,000/- (Rupees Two Lakh & Fifty Thousand Resolution be & is hereby authorized to alter and vary the
Only) plus out of pocket expenses, payable to M/s. terms & conditions of the appointment including
Dhananjay V. Joshi & Associates, Cost Accountants remuneration.
(Firm Reg. No. 000030), as Cost Auditors for “Steel
RESOLVED FURTHER THAT when re-elected as
Products” at Jejuri Plant; &
Director on account of retirement by rotation, such re-
(ii) Rs. 2,50,000/- (Rupees Two Lakh & Fifty Thousand election of Mr. B. R. Taneja as Director shall not be
Only) plus out of pocket expenses, payable to M/s. deemed to constitute a break in his appointment as
Parkhi Limaye & Co., Cost Accountants (Firm Reg. Managing Director & that upon such re-election he shall
No. 000191), as Cost Auditors for “Steel Tubes & continue to hold office of Managing Director as hitherto.
Pipes” products at Ahmednagar & Baramati Plants.
RESOLVED FURTHER THAT the Board be & is
hereby authorized to take all steps as may be necessary to
give effect to this Resolution.”

1
5. To consider & if thought fit, to pass, with or without 2. A member entitled to attend & vote at a General Meeting
modification, following resolution as Special Resolution: is usually entitled to appoint a proxy to attend & vote on
his behalf. Since, the AGM is being held through VC/
“RESOLVED THAT pursuant to Section 196 & other
OAVM, the requirement of physical attendance of the
applicable provisions of the Companies Act, 2013 (‘Act’)
members has been dispensed with and that the facility for
& Rules made there under (including any statutory
appointing proxies will not be available.
modification or re-enactment thereof, for the time being
in force) & pursuant to the Articles of Association of the 3. An Explanatory Statement under Section 102(1) of the
Company & such other approvals & sanctions as may be Companies Act, 2013 (‘Act’) relating to the Special
required, consent of the Company be & is hereby Business & details as required under the SEBI (Listing
accorded to the re-appointment of Mr. Rajiv Goel (DIN: Obligations & Disclosure Requirements) Regulations,
00328723), Chief Financial Officer of the Company as 2015 (‘Listing Regulations’) in respect of the Directors
Whole-time Director for the period from October 01, seeking appointment/ re-appointment is annexed hereto.
2020 upto September 30, 2021 on such terms &
4. The Special Business as appearing at item nos. 3 to 5 of
conditions as set out in the explanatory statement annexed
the AGM Notice are considered unavoidable by the Board
to this Notice.
& hence, forming part of the same.
RESOLVED FURTHER THAT Mr. Rajiv Goel, Chief
5. Corporate members intending to appoint authorized
Financial Officer be & is hereby designated as Whole-
representatives to attend the AGM or vote therein are
time Key Managerial Personnel of the Company in terms
requested to send a duly certified copy of Board
of Section 203 of the Act.
Resolution in this regard.
RESOLVED FURTHER THAT the Board of Directors
6. In case of joint holders, the member whose name appears
(‘Board’), which term shall be deemed to include any
as first holder in the order of names as per the Register of
Committee of the Board constituted to exercise its
Members of the Company will be entitled to vote at the
powers, including the powers conferred by this
AGM.
Resolution be & is hereby authorized to alter and vary the
terms & conditions of the appointment including 7. As required under the Act, the Register of Directors &
remuneration. Key Managerial Personnel & Register of Contracts/
Arrangements in which Directors are interested & all
RESOLVED FURTHER THAT when re-elected as
documents referred to in the accompanying AGM Notice
Director on account of retirement by rotation, such re-
will be available for inspection in electronic mode.
election of Mr. Rajiv Goel as Director shall not be
deemed to constitute a break in his appointment as the 8. In line with the Circulars, AGM Notice along with the
Whole-time Director & that upon such re-election he shall Annual Report of the Company for FY2019-‘20 is sent
continue to hold office of Whole-time Director as only through electronic mode to the members whose e-
hitherto. mail IDs are registered with the Company/ Depositories.
RESOLVED FURTHER THAT the Board be & is 9. AGM Notice & Annual Report is available on Company’s
hereby authorized to take all steps as may be necessary to website at www.ismt.com & on websites of Stock
give effect to this Resolution.” Exchanges i.e. BSE Ltd. & National Stock Exchange of
India Ltd. at www.bseindia.com & www.nseindia.com,
By Orders of the Board
respectively. AGM Notice is also disseminated on the
For ISMT Limited
website of CDSL at www.evotingindia.com.
Chetan Nathani 10. Members holding shares in single name are advised to
Company Secretary avail the facility of nomination pursuant to Section 72 of
Pune, September 7, 2020 the Act. Members holding shares physically may send
NOTES: their nomination in Form SH-13 to KFin Technologies
1. In view of the COVID-19 pandemic, the Ministry of Pvt. Ltd. (‘Karvy’) while Members holding shares
Corporate Affairs vide Circular dt. May 5, 2020 & SEBI electronically may contact their Depository in this regard.
vide Circular dt. May 12, 2020 (‘Circulars’) permitted to 11. In compliance with Section 108 of the Act, Regulation 44
hold AGM through VC/ OAVM without the physical of the Listing Regulations & the Circulars, the Company
presence of members at a common venue. Accordingly, is providing its members the facility to exercise their right
the AGM is being held through VC/ OAVM & that the to vote at the AGM by electronic means (by using the
Company has appointed Central Depositories Services system/ platform provided by CDSL) either by remote e-
(India) Ltd. (‘CDSL’) to provide the VC/ OAVM facility voting prior to the AGM or remote e-voting during the
for the same. Accordingly, the Registered Office of the AGM. Also the instructions for attending the AGM
Company shall be the deemed venue of the AGM. through VC/ OAVM are explained herein below.
2
12. The members can opt for only one mode of e-voting i.e. viii. If Members are a first time user:
either prior to the AGM or during the AGM. The
For Members holding shares in Demat/ Physical
members present at the AGM who have not cast vote by
Form
e-voting prior to the AGM shall be able to exercise their
right to cast vote by e-voting during the AGM. The PAN Enter 10 digit alpha-numeric PAN
members who have cast vote by e-voting prior to the issued by the Income Tax Department
AGM are eligible to attend the AGM but shall not be Members who have not updated PAN
entitled to cast vote during the AGM. with Company/ Depositories are
13. The Board of Directors of the Company have appointed requested to use Sequence Number as
Mr. Milind Kasodekar, (C.P No. 1681), Partner, M/s mentioned in e-mail sent by Company
KMDS Associates, Company Secretaries as the or contact the Company/ Karvy.
Scrutinizer. To login, enter Dividend Bank Details
Dividend
14. E-VOTING FACILITY: or DOB (in dd/mm/yyyy format) as
Bank
The Company has availed the services of CDSL for recorded in your demat account or in
Details
facilitating voting through electronic means. The process the Company records.
OR
for participating in the AGM & voting through electronic Date of If both the details are not recorded
means is as follows: Birth (DOB) with the depository or the Company,
a) Members can login to www.evotingindia.com to join the enter Members DP ID/ Folio Number
AGM through VC/ OAVM mode 15 minutes before & in Dividend Bank details field.
after the scheduled time of commencement of the AGM. ix. After entering these details, click on “SUBMIT” tab.
The facility of participation at the AGM through
VC/OAVM is available to 1,000 members of the x. Members holding shares physically will directly reach
Company on first come first serve basis. the Company selection screen. However, Members
holding shares in demat form will reach ‘Password
b) Instructions for Remote E-Voting: Creation’ menu to enter login/ password in new
i. Voting period begins on Sunday, September 27, 2020 at password field. This password is also to be used by the
9.00 A.M. (IST) & ends on Tuesday, September 29, 2020 demat holders for voting for resolutions of other
at 5.00 P.M. (IST). Thereafter, e-voting module shall be companies on which they are eligible to vote, provided
disabled for voting by CDSL. Members of the Company that such companies opts for e-voting through CDSL
as on cut-off date/ record date of September 23, 2020 may platform. It is recommended not to share password with
cast their vote. any other person & take utmost care to keep it
confidential.
ii. Members who have already voted prior to the AGM date,
would not be entitled to vote at the AGM. xi. For also holding shares in physical form, details can be
used only for e-voting on resolutions contained in this
iii. Members to login to website www.evotingindia.com. Notice.
iv. Click on "Shareholders" module. xii. Click on the EVSN for 'ISMT Limited'.
v. Enter your User ID: xiii. On voting page, Members will see “RESOLUTION
a. For CDSL: 16 digits beneficiary ID; DESCRIPTION” & against the same, option “YES/
b. For NSDL: 8 Character DP ID followed by 8 digits NO”. Select the option YES/ NO as desired. Option
Client ID; YES implies assent to the Resolution & option NO
c. Members holding shares physically should enter Folio implies dissent to the Resolution.
Number.
xiv. Click on “RESOLUTIONS FILE LINK” to view the
Alternatively, if Member is registered on CDSL’s entire Resolution details.
EASI/EASIEST e-services, they can log-in at
https://www.cdslindia.com from Login - Myeasi using xv. After selecting resolution to vote, click “SUBMIT”. A
login credentials. Once logged in, click on e-Voting confirmation box will be displayed. To confirm vote,
option & proceed to cast vote electronically. click “OK”, to change vote, click “CANCEL”.

vi. Enter Image Verification as displayed & Click on Login. xvi. Once vote is "CONFIRM", Members will not be
allowed to modify the vote.
vii. If Member holding shares in demat form & had logged in
to www.evotingindia.com & voted on an earlier e-voting xvii. If a demat holder has forgotten the login/ password,
of any company, then existing password is to be used by Enter User ID & image verification code & click on
such Member. Forgot Password & enter details as prompted by the
system.
3
xviii. Members can also cast their vote using CDSL’s mobile e) Instructions for Members e-voting during AGM:
app “m-Voting” available on Play Store/ Google Play. i. Procedure for e-Voting during the AGM is same as
Please follow instructions as prompted by the mobile app. mentioned above.
c) Process for Members whose e-mail IDs are not ii. Only those Members, who are present in the AGM
registered with the Company/ Depositories: through VC/ OAVM facility & have not casted their vote
through remote e-voting & are otherwise not barred from
i. For Physical shareholders- please provide necessary
doing so, shall be eligible to vote through CDSL e-voting
details like Folio No., Name, scanned copy of share
system during the AGM.
certificate (front & back), PAN (self attested scanned
copy of PAN), AADHAR (self attested scanned copy of iii. If votes cast by Member thru e-voting during AGM & if
Aadhar) by e-mail to [email protected]. said Member have not participated in the AGM through
VC/ OAVM, then such votes cast shall be considered
ii. For Demat shareholders- please provide Demat account
invalid as the facility of e-voting during the AGM is
details (CDSL-16 digit beneficiary ID or NSDL-16 digit
available only to the Members attending the AGM.
DPID + CLID), Name, client master or copy of
Consolidated Account statement, PAN (self attested iv. Members voted through Remote e-Voting will be eligible
scanned copy of PAN), AADHAR (self attested scanned to attend AGM but will not be eligible to vote at AGM.
copy of Aadhar) by e-mail to [email protected].
f) Note for Non-Individual Members & Custodians :
d) Instruction for shareholders attending AGM thru VC:
i. Non-Individual Members (other than HUF, NRI etc.) &
i. Members will be provided with a facility to attend the Custodians required to login to www.evotingindia.com &
AGM through VC/ OAVM through CDSL e-Voting register in “Corporates” module.
system. by accessing at https://www.evotingindia.com
ii. A scanned copy of the Registration Form bearing the
under shareholders/ Members login by using e-voting
stamp & sign of the entity be e-mailed to
credentials. The link for VC/ OAVM will be available in
[email protected].
shareholder/ members login where EVSN of the
Company will be displayed. iii. After receiving login details, a Compliance User be
created using admin login & password. Compliance User
ii. Members are encouraged to join the AGM through
would be able to link the account(s) for which they wish
Laptops/ IPads for better experience.
to vote on.
iii. Further, Members will be required to allow Camera & use
iv. List of accounts linked in the login should be mailed to
Internet with a good speed to avoid any disturbance
[email protected] & on approval of the
during the meeting.
accounts they would be able to cast their vote.
iv. Please note that Members connecting from Mobile,
v. A scanned copy of Board Resolution & Power of
Tablets or Laptop via Mobile Hotspot may experience
Attorney which they have issued in favour of the
Audio/ Video loss due to fluctuation in network. It is
Custodian, if any, should be uploaded in PDF format in
therefore recommended to use stable Wi-Fi or LAN
the system for Scrutinizer's verification.
connection to mitigate any kind of aforesaid glitches.
vi. Alternatively, Non Individual Members can send relevant
v. Members who would like to express their views/ ask
Board Resolution/ Authority letter etc. together with
queries during the AGM may register themselves as a
attested specimen signature of duly authorized signatory
speaker by sending their request in advance at least 7 days
authorized to vote, to the Company at
prior to the AGM date by mentioning their name, demat
[email protected] if they have voted from individual
number/ folio number, mobile number at
tab & not uploaded the same in the CDSL e-voting
[email protected]. Members who do not wish to
system for Scrutinizer's verification.
speak during the AGM but have queries may send their
queries at least 7 days prior to the AGM date by For any queries, Members may refer Frequently Asked
mentioning their name, demat number/ folio number, Questions (FAQs) & e-voting manual available at
mobile number at [email protected] which will be www.evotingindia.com under help section or write to
replied to by the Company suitably. [email protected] or contact Mr. Nitin
Kunder (022-23058738), Mr. Mehboob Lakhani (022-
vi. Members who have registered themselves as a speaker
23058543) or Mr. Rakesh Dalvi (022-23058542).
will only be allowed to express their views/ ask questions
during the AGM. Grievances relating to e-voting may be addressed to Mr.
Rakesh Dalvi, Manager, CDSL, A Wing, 25th Floor,
Marathon Futurex, Mafatlal Mill Compounds, N M Joshi
Marg, Lower Parel (East), Mumbai - 400013 or e-mail to
[email protected].
4
g) Institutional Members (i.e. other than HUF, NRI, etc.) to 18. Pursuant to Rule 3 of IEPF (Awareness & Protection of
send scanned copy (PDF/ JPG Format) of relevant Board Investors) Rules, 2001, the Company has transferred Rs.
Resolution/ Authority Letter, along with attested 47.18 Lakhs pertaining to the unclaimed Dividend for the
specimen signature of duly authorized signatories financial year 2011-12 to the IEPF Account established
authorized to vote to Scrutinizer by e-mail at by the Central Government.
[email protected]. They may also upload
19. Members are further requested to:
the same in e-voting module in their login. Scanned
image of above documents should be in the naming • Intimate changes, if any, in address/ bank mandate & e-
format “Corporate Name_EVEN NO.” mail ID to [email protected] for shares held in
physical form & to the Depository Participants for shares
h) Voting rights shall be as per the number of shares held by
held in Demat form.
the Members as on September 23, 2020 (‘Cut-off date’).
Members are eligible to cast vote electronically only if • Quote folio number/ DP ID/ Client ID in all
they are holding shares as on that date. A person who is correspondence with the Company or Karvy.
not a Member as on cut-off date should treat this Notice
• Intimate about consolidation of folios to Karvy, if your
for information purpose only.
shareholding is under multiple folios.
i) The voting rights of members shall be in proportion to
• As per the Listing Regulation, effective April 1, 2019,
their share in the paid up equity share capital of the
requests for effecting transfer of shares in physical form
Company as on Cut-off date.
shall not be processed unless the same is held in Demat
j) A person, whose name is recorded in the Register of form with the Depository. Hence, Members are requested
Members or in register of beneficial owners maintained to convert their physical share certificates into Demat
by depositories as on Cut-off date shall alone be entitled form.
to avail the facility of remote e-voting as well as e-voting
• Surrender to Karvy, old share certificates of erstwhile
during the AGM.
Indian Seamless Steels & Alloys Ltd (ISSAL) for
k) The procedure for remote e-voting during the AGM is exchange with new share certificates of ISMT Ltd.
same as per the instructions mentioned above since the
• Note that the Company has designated an exclusive e-
AGM is being held through VC/ OAVM.
mail ID viz. [email protected] to enable Members to
15. The Chairman shall, at the AGM, at the end of discussion register their queries/ complaints.
on the resolutions on which voting is to be held, allow
20. At 19th AGM of the Company held on September 28,
voting, by use of e-voting system for members present in
2017, Members approved the appointment of M/s.
the AGM through VC/ OAVM facility but have not cast
Damania & Varaiya, Chartered Accountants
their vote by remote e-voting facility & are otherwise not
(Registration No. 102079W) (subsequently name changed
barred from doing so. The e-voting module during the
to M/s. D N V & Co.) as Statutory Auditors to hold office
AGM shall be disabled by CDSL 15 minutes after
from conclusion of 19th AGM till conclusion of 24thAGM,
conclusion of the AGM.
subject to ratification by the Members at every AGM
16. The Scrutinizer shall, after conclusion of e-voting (votes subject to any statutory modifications in the relevant
cast during the AGM & votes cast through remote e- provisions of the Act.
voting) make, not later than 48 hours after conclusion of
Vide notification dt. May 07, 2018, the Ministry of
AGM, a report of total votes cast in favor or against the
Corporate Affairs has done away with the requirement of
resolution, invalid votes, if any, & whether the Resolution
seeking ratification of Members for appointment of
has/ have been carried or not, to the Chairman or a person
Statutory Auditors at every AGM. Accordingly, no
authorized by him in writing.
resolution is being proposed for ratification of the
17. Results declared along with Scrutinizer's Report shall be appointment of the Statutory Auditors of the Company.
placed on website www.ismt.com & on website of CDSL.
The results shall also be forwarded to BSE Ltd &
National Stock Exchange of India Ltd.

5
EXPLANATORY STATEMENT PURSUANT TO B) Perquisites & Other Benefits:
SECTION 102 OF THE ACT
The Managing Director shall also be entitled to:
Item No. 3:
(i) Earned Leave as per rules of the Company.
Based on the recommendations of the Audit Committee,
the Board on August 8, 2019, approved the appointment (ii) Company Car for official use.
and remuneration of M/s. Dhananjay V. Joshi &
(iii) Rent free furnished accommodation.
Associates, Cost Accountants, as Cost Auditors for “Steel
Products” at Jejuri Plant & M/s. Parkhi Limaye & Co., (iv) Telephone at residence for official use.
Cost Accountants, as Cost Auditors for “Steel Tubes &
(v) Encashment of leave at the end of tenure as per rules
Pipes” products at Ahmednagar & Baramati Plants in
of the Company.
connection with the Cost Audit for FY2019-'20.
The Company had in the past obtained Central
In accordance with Section 148 of the Companies Act,
Government approval for payment of Managerial
2013 & Rules made there under, remuneration payable to
Remuneration from to time to time. Subsequently, the
the Cost Auditors has to be ratified by the Members.
Ministry of Corporate Affairs has done away with the
Accordingly, consent of the Members is sought for requirement of obtaining Central Government approval
ratification of the remuneration payable to the aforesaid and the Managerial Remuneration is determined as per
Cost Auditors of the Company. the approvals obtained from the shareholders.
Board recommends the resolution at item no. 3 for The Company suffered on account of economic
approval of the Members as an Ordinary Resolution. slowdown, Chinese imports etc. as elaborated in the
additional information forming part of this Notice and its
None of the Directors or Key Managerial Personnels of
debt presently under restructuring could not get
the Company/ their relatives are concerned or interested
concluded due to countrywide COVID-19 lock down in
in this Resolution.
March, 2020. Pending restructuring, the Company will
Item No. 4: seek approval of the Lenders.
Existing term of Mr. B. R. Taneja as Managing Director
During tenure of Mr. B. R. Taneja as Managing Director,
will expire on November 30, 2020. Mr. B. R. Taneja is
EBIDTA of the Company has improved from Rs.46.17
Promoter & founder Director of ISMT Group. He is a
Crore in FY2014-15 to Rs. 89.03 Crore in FY2019-20.
well-known technocrat in field of seamless tube
manufacturing with more than 5 decades of experience. Additional information in terms of Sub-clause (iv) of
proviso to Sub-paragraph (B) Section II of Part II of
He has been associated with the Company since
Schedule V of the Act, has been provided separately.
inception. His knowledge & expertise has been invaluable
to the Company. Mr. B. R. Taneja has attained the age of seventy years.
The Board considers that his association as a Managing
His presence on the Board has enabled the Company in
Director would be of immense benefit to the Company &
maintaining continuity in strategic leadership &
it is desirable to avail his services as such. Accordingly,
governance. Considering his significant contribution to
the Board recommends the Special Resolution set out in
the Company’s growth since inception, the Board at its
Item No. 4 of the Notice for the approval of the Members
meeting held on September 7, 2020, upon
of the Company.
recommendation of the Nomination & Remuneration
Committee, has approved his re-appointment on terms & None of the Directors, except Mr. B.R. Taneja or Key
conditions as mentioned below: Managerial Personnels of the Company/ their relatives are
concerned or interested in this Resolution.
1. Tenure: Mr. B.R. Taneja will hold office for 2 years from
December 1, 2020 upto November 30, 2022. Item No. 5:
The Board of Directors at its meeting held on September
2. Remuneration: In terms of Schedule V to the Companies
7, 2020 & upon recommendations of the Nomination &
Act, 2013 (‘Act’) read with Section 196, 197 & other
Remuneration Committee, approved the re-appointment
applicable provisions of the Act & Rules there under &
of Mr. Rajiv Goel, Chief Financial Officer of the
subject to approval of the Members & such other
Company as its Whole-time Director ('WTD') for the
approvals as may be required, the remuneration of
period from October 01, 2020 upto September 30, 2021
Managing Director shall be as under:
on following terms:
A) Salary:
Tenure: Mr. Rajiv Goel will hold office as WTD from
The Salary shall be Rs. 15,00,000/- per month w.e.f.
October 01, 2020 upto September 30, 2021.
December 01, 2020 with a liberty to the Board to provide
increments upto 10% of the annual remuneration.
6
Remuneration: Remuneration of Mr. Rajiv Goel as CFO The Company suffered on account of economic
shall be as under: slowdown, Chinese imports etc. as elaborated in
additional information forming part of this Notice and its
I. Salary: Rs. 6,50,000/- per month with a liberty to the
debt presently under restructuring could not get
Board to provide increments upto 10% of the annual
concluded due to countrywide COVID-19 lock down in
remuneration.
March, 2020.
II. Perquisites: In addition to the above, Mr. Rajiv Goel
Pursuant to proviso to Section 197(4) of the Companies
shall be entitled to perquisites subject to a limit of 100%
Act, 2013, the remuneration paid/ payable to Mr. Rajiv
of his Annual Salary with an option to receive the same in
Goel is for services rendered by him in professional
any lawful combination.
capacity i.e. as CFO of the Company & in opinion of the
III. Other Benefits: Nomination & Remuneration Committee, Mr. Rajiv Goel
possesses the requisite qualification for practicing the said
Mr. Rajiv Goel shall also be entitled to:
profession.
a) Earned Leave as per rules of the Company
Mr. Rajiv Goel holds 2,000 equity shares equivalent to
b) Company car for official use 0.001% of the total share capital of the Company. He has
no interest in the capital of the Company, its subsidiaries,
c) Telephone at residence for official use
directly or indirectly or through any other statutory
IV. Mr. Rajiv Goel shall also be entitled to: structures and do not have any direct or indirect interest
or related to the directors or promoters of the Company or
a) Contribution to Provident Fund, Superannuation Fund
its subsidiaries.
or Annuity Fund to extent these singly or put together are
not taxable under Income Tax Act, 1961. Approval of the Lenders is still being sought out of
abundant precaution.
b) Gratuity at the rate of 30 days salary for each
completed year of service within the Group. The Board recommends the resolution set out at Item No.
5 for approval of the Members to be passed as a Special
c) Encashment of leave at the end of the tenure as per the
Resolution.
rules of the Company.
None of the Directors, except Mr. Rajiv Goel or Key
Further, the composition of the overall remuneration as
Managerial Personnel of the Company/ their relatives are
approved by the shareholders can be varied as mutually
concerned or interested in the said Resolution.
agreed between the Board and Mr. Rajiv Goel.
By Orders of the Board
The Company had in the past obtained Central
For ISMT Limited
Government approval for payment of Managerial
Remuneration from to time to time. Subsequently, the
Ministry of Corporate Affairs has done away with the Chetan Nathani
requirement of obtaining Central Government approval Company Secretary
and the Managerial Remuneration is determined as per Pune, September 7, 2020
the approvals obtained from the shareholders.

7
PROFILE OF DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT:
Name of Director Mr. Rajiv Goel Mr. B.R Taneja
Age 67 years 84 years
Qualification B.Com (Hons.), FCA, FCS B.E. (Mechanical), PGDBM
Date of Appointment/ Re- appointment October 1, 2020 December 1, 2020
Category Whole-time Director Managing Director
Mr. Rajiv Goel is a Chartered Mr. B. R. Taneja is the Promoter
Accountant & Company Secretary and founder of ISMT Group. He is
Experience and Expertise in specific having about 4 decades of Industrial a well known Technocrat in the
functional Area Experience in fund management, field of seamless tube
finance, company law, legal, mergers & manufacturing with more than 5
Acquisitions etc. decades of industrial experience.
Relationship with other Directors & None None
Key Managerial Personnel of the
Company
Equity Shareholding of Directors as on 2,000 2,27,294*
March 31, 2020
Directorships held in other Companies i. Structo Hydraulics AB, Sweden Knox Investments Pvt. Ltd.
ii. Indian Seamless Inc., USA
iii. PT ISMT Resources, Indonesia
iv. ISMT Europe AB, Sweden
Member/ Chairman of Committees of NIL NIL
other Companies
Number of Meetings of the Board 5 4
Attended during the year
* includes shares held by Mr. B R Taneja as Karta of M/s. B R Taneja (HUF).

IMPORTANT COMMUNICATION TO THE MEMBERS


The Ministry of Corporate Affairs has taken “Green Initiative in the Corporate Governance” by allowing paperless
compliances by the companies and has issued circulars stating that service of notice/ documents including Annual
Reports can be sent by e-mail to its members. This will also ensure prompt receipt of communication and avoid loss in
postal transit. These documents can be downloaded by members from the Company’s website: www.ismt.com. To
support this initiative of the Government in full measure, members who have not registered their e-mail address so far,
are requested to register their e-mail address by sending e-mail to: [email protected] with subject as ‘E-mail for
Green Initiative’ mentioning Folio No./ DP Id & Client Id. Members holding shares in electronic form may register/
update their e-mail address through concerned Depository Participant(s).

8
ADDITIONAL INFORMATION IN TERMS OF SUB-CLAUSE (iv) OF PROVISO TO SUB- PARA (B) OF
SECTION II OF PART II OF SCHEDULE V OF THE COMPANIES ACT, 2013
I. GENERAL INFORMATION
1. Nature of the Industry: The Company is in the business of manufacturing steel and seamless tubes and tubular
products for the Bearing, Automotive, Mining, General Engineering, Energy and High Value OCTG Sectors.
2. Date or expected date of commercial production: Not applicable.
3. In case of new companies, expected date of commencement of activities as per project approved by financial
institutions appearing in the prospectus: Not applicable.
4. Financial performance as per published audited financial results for the year ended March 31, 2020.
Particulars Rs. in Crore
Turnover 1304.29
Net Profit/(Loss) after Tax (240.43)
Total Expenditure 1562.21
5. Foreign investments or collaborators, if any – NIL
II. INFORMATION ABOUT THE APPOINTEE

Particulars I. Mr. Rajiv Goel


Mr. Rajiv Goel is a Chartered Accountant and Company Secretary with more
Background details than 40 years of Industrial experience.
Past remuneration :
Financial Year 2017-18 2018-19 2019-20
Salary and Perquisites 1,35,06,000 1,47,78,000 1,60,50,000
Recognition or awards The Company has no information about it.
As a Whole-time Director, Mr. Rajiv Goel is responsible for all financial &
legal operations & affairs of the Company. Taking into consideration his
Job Profile and his suitability qualification & expertise in relevant fields, Board is of the opinion that he is
suited for the responsibilities assigned to him.
The details of Remuneration to be paid are contained in Explanatory
Remuneration proposed Statement annexed to the Notice.
Comparative remuneration
profile w/r/t industry, size of
The proposed remuneration to Mr. Rajiv Goel as Chief Financial Officer of
company, profile of position &
the Company is largely comparable with that of the remuneration paid to the
person (in case of expatriates
other Chief Financial Officers in Engineering Industry in the region.
relevant details would be w.r.t
country of his origin)

Mr. Rajiv Goel is holding 2,000 fully paid Equity Shares of Rs. 5/- each,
Pecuniary relationship directly
amounting to 0.001% of share capital of the Company. Apart from this, he
or indirectly with The company
does not have any pecuniary transactions with the Company except by way of
or relationship with the
his contract of employment with the Company.
managerial personnel, if any.
He is not related to any Director/ Key Managerial Personnel of the Company.

9
Particulars II. Mr. B.R. Taneja
Mr. B.R. Taneja has a B.E. (Mechanical) degree & Post Graduate Diploma in
Background details Business Management. He has more than 5 decades of industrial experience.
Past remuneration :
Financial Year 2017-18 2018-19 2019-20
Salary and Perquisites 1,80,00,000 1,88,00,000 2,04,00,000
Recognition or awards The Company has no information about it.
As Managing Director of the Company, he is responsible for all the
operations & affairs of the Company. Taking into consideration his
Job Profile and his suitability qualification and expertise in relevant fields, the Board is of the opinion that
he is suited for the responsibilities assigned to him.
The details of Remuneration to be paid are contained in Explanatory
Remuneration proposed Statement annexed to the Notice.
Comparative remuneration
profile w/r/t industry, size of
The proposed remuneration to Mr. B R Taneja as Managing Director of the
the company, profile of position
Company is largely comparable with that of the remuneration paid to the
& person (in case of expatriates
other Managing Directors in Engineering Industry in the region.
relevant details would be w.r.t
country of his origin)
Mr. B. R. Taneja is a Promoter of the Company holding 2,27,294 fully paid
Equity Shares of Rs. 5/- each, amounting to 0.16% of the share capital of the
Pecuniary relationship directly Company. Apart from this, he does not have any pecuniary transactions with
or indirectly with The company the Company except by way of his contract of employment with the
or relationship with the Company.
managerial personnel, if any.
He is not related to any Director or Key Managerial Personnel of the
Company.
III. OTHER INFORMATION
1. Reasons of loss or inadequate profits
The Company made huge investments in Captive Power Plant as well as in Ports & Power Projects which got
impacted due to adverse Government policies. The Company has also invested huge sum in expanding capacity
of Baramati Plant which remained highly underutilized due to prevailing market conditions. The above
investments have put huge interest burden without corresponding returns. Turnover of the Company also got
impacted due to slowdown in Auto Sector resulting in lower EBIDTA levels. Also, delay in restructuring of debt
of the Company contributed to continued losses.
2. Steps taken or proposed to be taken for improvement
(i) The Anti-Dumping Duty on imports from China on certain products until May, 2021 would create additional
demand for tubes. The Company is taking steps to seek continuation of the same.
(ii) The Company is also taking steps for resolution of its debt with Lenders which, inter-alia, will also reduce
the interest burden and also make Net-worth of the Company positive.
(iii) The Company has also initiated a number of cost reduction measures including at its plants with emphasis
on improving yields and reducing input cost
3. Expected increase in productivity and profits in measurable terms
The aforesaid measures instituted are expected to improve the Company’s performance in future. However, it is
difficult to quantify the same.

10

You might also like