mukand sumi metal processing limited...mumbai 400 021 tel: 022 – 61216666 - fax: 022 – 22021174...

MUKAND SUMI METAL PROCESSING LIMITED

CIN: U27300MH2012PLC234000

5th ANNUAL REPORT 2016-2017

Board of Directors

Mr. Rajesh V. Shah -- Chairman

Mr. Arvind M. Kulkarni

Mr. Vipul M. Mashruwala

Ms. Anna Abraham

Mr. Kenji Setogawa

Mr. Masaki Sasamoto

Mr. Kosuke Okamoto -- w.e.f. 16th May, 2016

Mr. N. C. Sharma

Mr. R. Sankaran

Key Managerial Personnel

Mr. Arvind M. Kulkarni - Chief Executive Officer - w.e.f. 21st September, 2016

Mr. Shingo Mizuho - Chief Financial Officer

Mr. K. J. Mallya - Company Secretary

Auditors

M/s. Haribhakti & Co., LLP Chartered Accountants

Registered Office:

Bajaj Bhavan, 3rd Floor, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai 400 021 Tel: 022 – 61216666 - Fax: 022 – 22021174 Email: [email protected]

Project Office:

Building No. 65, Thane – Belapur Road, Village – Dighe, Kalwe, Thane – 400 605 Tel: 022 – 21727524 - Fax: 022 – 21727132

MUKAND SUMI METAL PROCESSING LIMITED (CIN: U27300MH2012PLC234000)

1

Directors’ Report 2016 -17

Dear Members, Your Directors take pleasure in presenting the Fifth Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended 31st March 2017. 1. Financial Results

The financial performance of the Company, for the financial year ended 31st March, 2017 is summarised below:

Particulars

Rs. in Million

2016-17 2015-16

Total Income 4773.71 5417.70

Earnings before Interest, Depreciation & Tax 376.81 215.93

Profit/(Loss) Before Taxation 122.72 64.73

Profit / (Loss) After Taxation 87.73 41.83

Earnings Per Share (Rs.) 3.21 1.53

2. Review of Operations

During the financial year under review, sales was Rs.4,489 Million compared to Rs.5,130 Million in the previous year, i.e., a decrease of 12.49%. The decrease in sales was lower due to reduction in selling price. In Quantitative terms, sales were 56,385 MT compared to 59,521 MT in the previous year, i.e. a decrease of 5.30%.

3. Outlook for Financial Year 2017-18

The Company has already procured a state of the art Wire Drawing Machine fitted with online Eddy Current Tester and a Combined Drawing line. These machines will widen the product range in Bright Bars and Wires, reduce manufacturing costs and also develop import substitute products, for automobile companies. The Company plans to increase the sales both in terms of new products and by exploring new market segments.

4. Subsidiaries/ Associates / Joint Venture

The Company does not have any subsidiaries, associates and joint ventures.


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5. Dividend

The Directors have recommended a dividend of Re. 1/- (Previous year – Nil) per equity share, net of Dividend Distribution Tax (DDT), for the year ended 31st March, 2017.

6. Finance

During the year under review, the fund based and non-fund based limits availed by the Company has been reduced to Rs. 480.00 Million from Rs. 510.00 Million in previous year.

7. Transfer to Reserves

No amount has been transferred to Reserves during the year under review.

8. Material Changes and Commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report.

9. Share Capital

The paid up Equity Share Capital of the Company was Rs. 273 Million as on 31st March 2017 which is same as in the previous year as on 31st March 2016. During the period under review, the Company had executed a Tripartite Agreement with National Securities Depository Limited (‘NSDL’) and Bigshare Services Pvt. Ltd. for admission of its equity shares for conversion from physical form into dematerialized form. The Equity shares of the Company have been admitted for dematerialization with NSDL with an active ISIN: INE058X01012.

10. Deposits

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

11. Particulars of Loans, Guarantees and Investments

The Company has neither given any loans/guarantees to any other entities during the financial year. The company during the year under review invested Rs. 5.00 crore in various mutual fund scheme/s.

12. Related Party Transactions

There were no related party transactions entered into by the Company during the financial year which attracted the provisions of Section 188 of the Companies Act, 2013 as all related party transactions that were entered into by the Company during the year were on an arm’s length basis and were in the


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ordinary course of the Company's business. Hence there are no transactions which are required to be disclosed in Form AOC-2.

13. Director’s Responsibility Statement

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made therefrom;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended as at 31st March, 2017 and of the profit of the Company for the said period;

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

iv. the directors have prepared the annual accounts on a going concern basis;

v. the Company being an unlisted public company, is not required to lay down internal financial controls to be followed by the Company; and

vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

14. Extract of Annual Return

The extract of the Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013, in the prescribed Form MGT- 9 is annexed to this report as Annexure A.

15. Board of Directors & Key Managerial Personnel

A. Board of Directors:

The Board of Directors of the Company consisted of Nine directors, of whom two were non-executive independent, six were non-executive and non-independent (including one woman director) and One is executive, as per details given in the table below. The Company has a non-executive Chairman.


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Sr. No. Name of the Director Category 1 Mr. Rajesh V. Shah Chairman, Non Executive

2 Mr. Arvind M. Kulkarni Executive

3 Mr. Vipul M. Mashruwala Non Executive

4 Ms. Anna Abraham Non Executive

5 Mr. Kenji Setogawa Non Executive

6 Mr. Masaki Sasamoto Non Executive

7 Mr. Kosuke Okamoto Non Executive

8 Mr. N. C. Sharma Non Executive & Independent

9 Mr. R. Sankaran Non Executive & Independent

During the year under review, Mr. Kosuke Okamoto was appointed as Additional Director of the Company in the category Non-Executive Director at the meeting of the Board of Directors held on 16th May, 2016 and subsequently was appointed as a Director by the shareholders at the Fourth Annual General Meeting of the Company held on 8th September, 2016. Mr. Rajesh V. Shah, Chairman – Non Executive, Mr. Vipul M. Mashruwala, Non Executive Director and Ms. Anna Abraham, Non-Executive Director of the Company, retire by rotation and being eligible offer themselves for reappointment. The Board recommends their reappointment.

B. Key Managerial Personnel:

During the year under review, Mr. Arvind M. Kulkarni ceased to be Manager w.e.f. 20th September, 2016 due to conclusion of the tenure as per terms of his appointment as a Manager. Thereafter, he was appointed / re-designated as Chief Executive Officer w.e.f. 21st September, 2016. Mr. Arvind M. Kulkarni, Chief Executive Officer and Mr. K. J. Mallya, Company Secretary of the Company are employees of Mukand Limited, the holding company and are deputed as Key Managerial Personnel of the Company and no remuneration is drawn by them separately from the Company. Mr. Shingo Mizuho is the Chief Financial Officer of the Company and the remuneration drawn by him from the Company is disclosed in Form MGT-9 as per Annexure A. None of the Directors draws any remuneration from the Company, except that Independent Directors are paid sitting fees of Rs. 20,000/- per Board meeting and Rs. 10,000/- per Committee meeting and meeting of Independent Directors attended by them.

16. Declaration of Independence

The Independent Directors of the Company have submitted their Declaration of Independence, as required under the provisions of Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149(6) of the said Act.


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17. Board Meetings The Board of Directors of the Company met four times during the year under review on 16/05/2016, 08/09/2016, 10/11/2016 and 14/02/2017. The particulars of attendance of the Board of Directors at the said meetings are provided in the table below.

Name of Director Number of Board

Meetings held during the year

Number of Board Meetings attended

during the year

Mr. Rajesh V. Shah 4 4

Mr. Arvind M. Kulkarni 4 4

Mr. Vipul M. Mashruwala 4 4

Ms. Anna Abraham 4 4

Mr. Kenji Setogawa 4 4

Mr. Masaki Sasamoto 4 3

Mr. Kosuke Okamoto* 3 3

Mr. N. C. Sharma 4 4

Mr. R. Sankaran 4 4

*Appointed w.e.f. 16/05/2016

As per the provisions of Code for Independent Directors as laid down in Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors was duly held on 27th March, 2017. No other Directors or Key Managerial participated in the said meeting.

18. Committees of Board

A. Audit Committee:

Pursuant to the Section 177 of the Companies Act, 2013, the Board has constituted an Audit Committee of the Board comprising the following Members:

i. Mr. R. Sankaran - Chairman ii. Mr. N. C. Sharma - Member iii. Mr. Kenji Setogawa - Member

The Audit Committee of the Board met four times during the year under review on 16/05/2016, 08/09/2016, 10/11/2016 and 14/02/2017. The particulars of attendance of the Committee members at the said meetings are provided in the table below.

Name of Committee member

Number of Audit Committee Meetings held during the year

Number of Audit Committee Meetings attended during the

year

Mr. Kenji Setogawa 4 4

Mr. N. C. Sharma 4 4

Mr. R. Sankaran 4 4


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B. Nomination and Remuneration Committee:

Pursuant to the Section 178 of the Companies Act, 2013, the Board has constituted a Nomination and Remuneration Committee (‘NRC’) of the Board comprising the following Members:

i. Mr. N. C. Sharma - Chairman ii. Mr. R. Sankaran - Member iii. Mr. Vipul M. Mashruwala - Member iv. Mr. Kenji Setogawa - Member

During the year under review, a meeting of the NRC of the Board was held on 16/05/2016 and all the committee members were present in the said meeting.

C. Corporate Social Responsibility (CSR) Committee:

Pursuant to the Section 135 of the Companies Act, 2013, the Board has constituted a CSR Committee of the Board comprising the following Members:

i. Ms. Anna Abraham - Chairperson ii. Mr. Arvind M. Kulkarni - Member iii. Mr. R. Sankaran - Member iv. Mr. Kosuke Okamoto - Member

The CSR Committee of the Board met two times during the year under review on 10/11/2016 and 14/02/2017. The particulars of attendance of the Committee members at the said meetings are provided in the table below.

Name of Committee member

Number of CSR Committee Meetings held during the year

Number of CSR Committee Meetings attended during the

year

Ms. Anna Abraham 2 2

Mr. Arvind M. Kulkarni 2 2

Mr. R. Sankaran 2 2

Mr. Kosuke Okamoto 2 2

19. Corporate Social Responsibility (CSR)

As per the audited financial statements of the Company for the financial year ended 31st March, 2016, the net profit (before tax expenses) of the Company was Rs. 64,730,740/-. In view of the same and pursuant to the applicability of the provisions of Section 135 of the Companies Act, 2013 (‘the Act’) read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors constituted a CSR Committee and have approved the CSR Policy, CSR Activities / Programs and CSR Expenditure for the Financial Year 2016-2017.

The CSR Policy, Statement and Report on CSR initiatives taken during the year pursuant to Section 135 of the Act is annexed to the Board’s Report as Annexure B.


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20. Directors’ Remuneration Policy & Criteria for Matters under Section 178

Information on the Company's policy on director's appointment and remuneration including the criteria for determining the qualifications, positive attributes and independence of a director and other matters provided under Section 178(3) are given in the statement annexed to this report as Annexure C.

21. Risk Management Policy

The process of identification and evaluation of various risks inherent in the business environment and the operations of the Company and initiation of appropriate measures for prevention and/or mitigation of the same are dealt with by the concerned operational heads under the overall supervision of the Board of Directors of the Company. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews, adequacy of which is periodically assessed by the Audit Committee and the Board of Directors.

22. Adequacy of Internal Financial Controls

Adequate systems for internal controls provide assurances on the efficiency of operations, security of assets, statutory compliance, appropriate authorization, reporting and recording transactions. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditor prepares regular reports on the review of the systems and procedures and monitors the actions to be taken.

23. Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013, a separate exercise was carried out to evaluate the performance of individual directors, including the Chairman of the Board who were evaluated on parameters such as level of engagement, contribution, openness to new ideas, risk management compliances, independence of judgement, and safeguarding the interests of the Company. The performance evaluation of the Independent directors was carried out by the entire Board. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of the Audit and Nomination & Remuneration Committees. The directors have expressed satisfaction with the evaluation process.

24. A. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

Information relating to energy conservation and technology absorption and Foreign exchange, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014 for the financial year ended 31st March, 2017 is as under:

a) Energy Consumption:

The major manufacturing of the company is vendored out to Mukand Ltd. Hence, there is nothing to report in this clause.


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b) Technology Absorption:

The Company has capitalized & commissioned a New Wire Drawing machine fitted with On-Line ECT machine from Japan. This is a state of the art technology. The Company has started production of import substitute products (Wires) which would be used by component manufacturers for producing auto components.

c) Foreign Exchange:

Foreign Exchange earnings for the year were Rs. 356.51 Million (Rs 743.499 Million for FY 16); and the Foreign exchange outgo was Rs.14.88 Million (Rs 6.38 Million for FY 16).

B. Particulars of Employees

There were no employees employed throughout or part of the year whose remuneration was within the purview of the limits/criteria prescribed under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. Presentation of Financial Results

The financial results of the Company for the financial year ended 31st March, 2017 have been disclosed as per Schedule III to the Companies Act, 2013.

26. Auditors

A. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, the current auditors of the Company, M/s. Haribhakti & Co. LLP, Chartered Accountants (Firm Registration No. 103523W) were appointed by the shareholders at the 4th Annual General Meeting (AGM) to hold office until the conclusion of the 5th AGM. As per the provisions of the Section 139(2) of the Companies Act, 2013, the Company is required to appoint Statutory Auditors of the Company, maximum for one (1) term of five (5) years effective from the ensuing AGM i.e. 5th AGM of the Company to hold office upto 10th AGM to be held in calendar year 2022. Therefore, it is proposed to appoint M/s. Haribhakti & Co. LLP as statutory auditors of the Company for a period of five years i.e. from the 5th AGM of the Company to hold office upto 10th AGM to be held in calendar year 2022.

The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.

The Statutory Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditor.


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B. Cost Auditors: Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to processes of Special, Alloy Steel and Stainless Steel Bars. The Board of Directors, on the recommendation of the Audit Committee, at their meeting held on 18th May, 2017 has appointed CMA Sangita Kulkarni, Cost Accountant as the Cost Auditors of the Company for the financial year 2017-18 on a remuneration of Rs. 30,000/- and reimbursement of travelling and other out of pocket expenses plus taxes as applicable. Further, as per the provisions of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration to the Cost Auditor, recommended by the Audit committee and approved by the Board is required to be ratified by the shareholders. In this regard, the necessary resolution for ratification of remuneration to the Cost Auditor is included in the Notice of 5th AGM for seeking approval of the members.

C. Secretarial Auditor: As per the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors at their meeting held on 14th February, 2017, had appointed, D. K. M. & Associates, Practicing Company Secretaries, (Membership No: FCS 6102), to conduct the Secretarial Audit of the Company for the Financial Year 2016-2017. The Secretarial Audit Report for the year under review does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor. The Secretarial Audit Report in Form MR-3 is annexed to this report as Annexure D.

For and on behalf of the Board of Directors

sd/- sd/-

Date: 18th May, 2017 Place: Mumbai

Arvind M. Kulkarni Director & CEO DIN: 01656086

Kenji Setogawa Director

DIN: 06508421

I. REGISTRATION AND OTHERS DETAILS

i) CIN U27300MH2012PLC234000

ii) Registration Date 01/08/2012

iii) Name Of The Company MUKAND SUMI METAL PROCESSING

LIMITED

iv) Category /Sub-Category Of The Company Company having Share Capital

v) Address of the Registered office and contact details 3rd Floor, Bajaj Bhawan, Jamnalal Bajaj

Marg, 226, Nariman Point, Mumbai,

Maharashtra 400021

Ph: 022 61216666

Fax: 022 22021174

vi) Whether Listed Company (Yes/No) No

vii) Name, Address and Contact details of Registrar and Transfer Agent,

if any

Not Applicable

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sr. No.

Name and Description of Main Products/ Services NIC Code Of The Product /Service % to total turnover of the Company

1 Manufacture of Alloy & Stainless Steel Bright Bars & Wires 24105 95%

III.

Sr. No.

Name and Address of the Company CIN / GLN Holding/ Subsidiary/ Associate

% of shares held

Applicable Section

1 Mukand Limited L99999MH1937PLC002726 Holding 60.07 2(46)

ANNEXURE - A

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Mukand Sumi Metal Processing Limited

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2017

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

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

CIN: U27300MH2012PLC234000

IV.

Categary of Shareholders % change during

the year

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total Shares

A. Promoters

1. Indian

a. Individual/HUF 0 0 0 - 0 0 0 - -

b. Central Govt. 0 0 0 - 0 0 0 - -

c. State Govt. 0 0 0 - 0 0 0 - -

d. Bodies Corp. 0 20475000 20475000 75.00 0 20475000 20475000 75.00 -

e. Bank/ FI 0 0 0 - 0 0 0 - -

f. Any Other 0 0 0 - 0 0 0 - -

Sub-Total (A)(1) 0 20475000 20475000 75.00 0 20475000 20475000 75.00 -

2. Foreign -

a. NRI- Individuals 0 0 0 - 0 0 0 - -

b. Other Individuals 0 0 0 - 0 0 0 - -

c. Bodies Corporate 0 6825000 6825000 25.00 0 6825000 6825000 25.00 -

d. Banks/FI 0 0 0 - 0 0 0 - -

e. Any Other 0 0 0 - 0 0 0 - -

Sub-Total (A)(2) 0 6825000 6825000 25.00 0 6825000 6825000 25.00 -

Total Shareholding Of Promoter (A) =

(A)(1) + (A)(2)

0 27300000 27300000 100.00 0 27300000 27300000 100.00 -

B. Public Shareholding

1. Institutions

a. Mutal Funds 0 0 0 - 0 0 0 - -

b. Bank/ FI 0 0 0 - 0 0 0 - -

c. Central Govt. 0 0 0 - 0 0 0 - -

d. State Govt(s) 0 0 0 - 0 0 0 - -

e. Venture Capital Funds 0 0 0 - 0 0 0 - -

f. Insurance Companies 0 0 0 - 0 0 0 - -

g. FIIs 0 0 0 - 0 0 0 - -

h. Foreign Venture Capital 0 0 0 - 0 0 0 - -

i. Others (specify) 0 0 0 - 0 0 0 - -

Sub-Total (B)(1) 0 0 0 0.00 0 0 0 0.00 -

2. Non- Institutions

a. Body Corporate

i. Indian 0 0 0 - 0 0 0 - -

ii. Overseas 0 0 0 - 0 0 0 - -

b. Individuals

i. Individual shareholders holding nominal share capital upto Rs. 1 lakh

0 0 0 - 0 0 0 - -

ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

0 0 0 - 0 0 0 - -

c. Others (specify)

i.Clearing members 0 0 0 - 0 0 0 - -

ii.NRIs 0 0 0 - 0 0 0 - -

iii.Trusts (Employee Welfare Funds) 0 0 0 - 0 0 0 - -

iv.Non Promoter - Non Public Employee Welfare Funds

0 0 0 - 0 0 0 - -

Sub-Total -B-(2) 0 0 0 0.00 0 0 0 0.00 -

Total Public Shareholding (B) = (B)(1) +

(B)(2)

0 0 0 0.00 0 0 0 0.00 -

C. Shares held by Custodian for GDRs &

ADRs

0 0 0 0.00 0 0 0 0.00 -

Grand Total (A+B+C) 0 27300000 27300000 100.00 0 27300000 27300000 100.00 -

No. of Shares % of total shares

of the Company

% of shares

pledged/

encumbered to

total shares


of the Company

% of shares

pledged/

encumbered to

total shares

1 Mukand Limied along with its Nominees 16400000 60.07 0.00 16400000 60.07 - 0.00

2 Sumitomo Corporation, Japan 6825000 25.00 0.00 6825000 25.00 - 0.00

3 Sumitomo Corporation India Pvt. Ltd. 4075000 14.93 0.00 4075000 14.93 - 0.00

TOTAL 27300000 100.00 0.00 27300000 100.00 0.00 0.00


of the Company


of the Company

At the begining of the year 27300000 100.00 27300000 100.00

Date wise increase/ decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. Allotment / transfer/ bonus/ sweat equity etc.)

NIL NIL NIL NIL

At the end of the year 27300000 100.00 27300000 100.00

No. of shares held of the beginning of the year (1st April, 2016) No. of shares held of the end of the year (31st March, 2017)

SHARE HOLDING PATTERN (Equity Share Capital Breakup as Percentage of Total Equity)

i) Categary-wise Share Holding

ii) Shareholding of PromotersNo. of shares held of the beginning of the year (1st

April, 2016)

No. of shares held of the end of the year (31st March,

2017)

% Change in

shareholding

during the year

Shareholder's NameSr.

No.

iii) Change in Promoters' Shareholding (please specify, if there is no change)Sr.

No.

Shareholding at the beginning of

the year (1st April, 2016) / at the end

of the year (31st March, 2017)

Cumulative Shareholding during the

year

Sr.

No.

For Each of the top 10 Shareholders No. of Shares % of total shares

of the Company


of the Company

Not Applicable 0 0.00 0 0.00

Sr.

No.

Date increase/ decrease

in shareholding

Reason

For Each of the Directors & KMP No. of Shares % of total shares

of the Company


of the Company

Directors

1 Rajesh V. Shah - Chairman 0 0.00 - - - 0 0.00

2 Arvind M. Kulkarni* 100 0.00 27/09/2012 - - 100 0.00

3 Vipul M. Mashruwala* 100 0.00 27/09/2012 - - 100 0.00

4 Anna Abraham 0 0.00 - - - 0 0.00

5 N. C. Sharma 0 0.00 - - - 0 0.00

6 R. Sankaran 0 0.00 - - - 0 0.00

7 Kenji Setogawa 0 0.00 - - - 0 0.00

8 Masaki Sasamoto 0 0.00 - - - 0 0.00

9 Kosuke Okamoto 0 0.00 - - - 0 0.00


1 Arvind M. Kulkarni*

Chief Executive Officer^

100 0.00 27/09/2012 - - 100 0.00

2 Shingo MizuhoChief Financial Officer

0 0.00 27/09/2012 - - 100 0.00

3 K. J. Mallya*Company Secretary

100 0.00 27/09/2012 - - 100 0.00

^Mr. Arvind M. Kulkarni was appointed / re-designated as Chief Executive Officer with effect from 21st September, 2016

Shareholding at the beginning of

the year (1st April, 2016) / at the end

of the year (31st March, 2017)

*Mr. Arvind M. Kulkarni, Mr. Vipul M. Mashruwala and Mr. K. J. Mallya hold shares as nominees of Mukand Limited

Note:

Cumulative Shareholding during the

year

Shareholding at the end of the year

(31st March, 2017)

v) Shareholding of Directors and Key Managerial Personnel

iv) Shareholding pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) Shareholding at the beginning of

the year (1st April, 2016)

V.

(Rs. in Crore) Secured Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

INDEBTEDNESS AT THE

BEGINNING OF THE FINANCIAL

YEAR

i.Principal Amount 12.72 - 12.72

ii.Interest due but not paid - - -

iii.Interest accrued but not due - - -

Total (i+ii+iii) 12.72 - 12.72

Changes in indebtedness during the

financial year

*Addition 5.83 - 5.83

*Reduction - - -

Net Change 5.83 - 5.83

INDEBTEDNESS AT THE END OF

THE FINANCIAL YEAR

i.Principal Amount 18.55 - 18.55

ii.Interest due but not paid - - -

iii.Interest accrued but not due - - -

Total (i+ii+iii) 18.55 - 18.55

VI.

Sr

No

Particulars Of Remuneration

(in Rs.)

Mr. Rajesh V.

Shah

Mr. Arvind

M. Kulkarni

Mr. Vipul M.

Mashruwala

Ms. Anna

Abraham

Mr. Kenji

Setogawa

Mr. Masaki

Sasamoto

Mr. Kosuke

Okamoto

Mr. N. C.

Sharma

Mr. R.

Sankaran

1 Independent Directors

Fee for attending Board Meetings - - - - - - - 80,000.00 80,000.00 160,000.00

Committee Meetings - - - - - - - 50,000.00 70,000.00 120,000.00

Commission - - - - - - - - - -

Others, please specify

Independent Directors Meeting - - - - - - - 10,000.00 10,000.00 20,000.00

TOTAL (1) - - - - - - - 140,000.00 160,000.00 300,000.00

2 Other Non-Executive Directors

Fee for attending Board Meetings - - - - - - - - - -

Committee Meetings -

Commission - - - - - - - - - -

Others, please specify - - - - - - - - - -

TOTAL (2) - - - - - - - - - -

TOTAL (B) = (1+2) - - - - - - - 140,000.00 160,000.00 300,000.00

Total Managerial Remuneration

Overall Ceiling as per the Act

Sr

No

1

2

3

4

5

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

-

-

2,394,200

-

- as % of profit

- other, specify

Others, please specify

TOTAL

Commission

2,004,000

390,200

-

-

-

Gross Salary

INDEBTEDNESS

Indebtedness of the Company including interest outstanding/ accrued but not due for payment

The Company

has neither

invited nor

renewed any

Deposits

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director , Whole-Time Directors and /or Manger :

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

B. Remuneration to other directors:

Name of Directors

The Company has paid no remuneration to Mr. Arvind M. Kulkarni **, CEO and Mr. K. J. Mallya, Company Secretary


The Company has paid no remuneration to Mr. Arvind M. Kulkarni, Manager * of the Company

Mr. Shingo Mizuho, CFO

*Mr. Arvind M. Kulkarni ceased to be Manager with effect from 20th September, 2016

**Mr. Arvind M. Kulkarni was appointed / re-designated as Chief Executive Officer with effect from 21st September, 2016

Total Amount

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

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

Stock Option

Sweat Equity

Particulars Of Remuneration (in Rs.)

VII.

TypeSection of the

Companies ActBrief Description

Details of Penalty/

Punishment/

Compunding fees

imposed

Authority [RD/

NCLT/ Court]

Appeal made, if any

(give details)

Penalty

Punishment

Compounding

Penalty

Punishment

Compounding

Penalty

Punishment

Compounding

Date: 18th May, 2017

Place: Mumbai

PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES

A. COMPANY

B. DIRECTORS

C. OTHER OFFICERS IN DEFAULT

NIL

NIL

Director & CEO

Kenji Setogawa

Director

NIL

DIN: 01656086 DIN: 06508421


Arvind M. Kulkarni

sd/- sd/-

ANNEXURE – B


1. A BRIEF OUTLINE OF THE COMPANY’S CSR POLICY, INCLUDING OVERVIEW

OF PROJECTS OR PROGRAMS PROPOSED TO BE UNDERTAKEN

A. Introduction and background

The Company is committed to abiding by the laws of the

land it operates in and will support or implement

activities that positively affect the economically and

socially disadvantaged population and / or the

environment.

B. CSR Policy

A detailed CSR Policy was framed by the Company on 10th

November, 2016 with approvals of the CSR Committee and

Board of Directors. The Policy, inter alia, covers the

following:

• Vision and Mission

• Scope and List of Activities / Programs

• Governance and Accountability of the CSR Committee

• CSR Outlay of the Company

C. Overview of Projects or programs proposed to be

undertaken

The CSR committee decided to support Concern India

Foundation in the Mimaansa Project for a period of three

years where in trained personnel will identify and

provide special learning support to children with

Learning Defects in 2 Municipal schools in Thane. The

project also covers training of the existing teachers to

handle these children with special needs.

2. THE COMPOSITION OF THE CSR COMMITTEE

In view of the applicability of the provisions of Section

135 of the Companies Act, 2013, the Board at its meeting

held on 10th November, 2016 constituted a CSR Committee

comprising of the following Members:

Ms. Anna Abraham - Chairperson

Mr. Arvind M. Kulkarni - Member

Mr. R. Sankaran - Member

Mr. Kosuke Okamoto - Member

3. AVERAGE NET PROFITS OF THE COMPANY FOR LAST THREE FINANCIAL

YEARS PRIOR TO 2016-2017 = RS. 4,29,08,633/-

4. PRESCRIBED CSR EXPENDITURE (2% of the amount as in Item No. 3

above) = RS. 8,58,173/-

5. DETAILS OF CSR SPENT DURING THE FINANCIAL YEAR

a) Total Amount to be spent for the Financial Year = Rs.

8,92,080/-

b) Amount Unspent = Rs. 92,080/-

c) Manner in which the amount spent during the financial year

is detailed below:

Name /

Details of

Implement

ation Agency

CSR Project/

Activity

Identified

Sector in which the

Project is

covered

Location of

Projects/ Programme

(Local

Area/ District/ State)

Amount Approved

(Rs.)

Amount

Spent

(Rs.)

Cumulati

ve Expendit

ure upto

FY 2016-17 (Rs.)

Concern

Inda

Foundation

Providing

remedial

education

program in

Municipal

Schools

Promoting

education,

among

children

with

learning

defect

Thane,

Maharashtra 8,92,080/- 8,00,000/- 8,00,000/-

6. IN CASE THE COMPANY FAILS TO SPEND THE 2 % OF THE AVERAGE NET

PROFIT OF THE LAST THREE FINANCIAL YEARS OR ANY PART THEREOF,

THE COMPANY SHALL PROVIDE THE REASONS FOR NOT SPENDING THE

AMOUNT IN ITS BOARD REPORT

The Company has spent Rs. 8,00,000/- on its CSR initiatives in

FY 2016-2017 out of allocated amount of Rs. 8,92,080/-. The

Company proposes to support Concern India Foundation for a

period of three years and accordingly the balance amount would

be spent in the Financial Year 2017-2018.

7. A RESPONSIBILITY STATEMENT OF THE CSR COMMITTEE THAT THE

IMPLEMENTATION AND MONITORING OF CSR POLICY, IS IN COMPLIANCE

WITH CSR OBJECTIVES AND POLICY OF THE COMPANY

The CSR Committee confirms that the implementation and

monitoring of CSR Policy is in compliance with CSR objectives

and Policy of the Company.


Place: Mumbai

sd/-

Arvind M. Kulkarni

Director & CEO

DIN: 01656086

sd/-

Anna Abraham

Chairperson of CSR

Committee

DIN: 07072268

ANNEXURE – C


(I) REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL

AND OTHER EMPLOYEES

A. INDEPENDENT DIRECTORS(IDs)

IDs are to be paid –

i) a sitting fee of Rs. 20,000/- for every meeting

of the Board, attended by them; and

ii) a sitting fee of Rs. 10,000/- for every meeting

of Committee of the Board and meeting of

Independent Directors, attended by them.

The Company has no stock options plans and no payment by

way of bonus, pension, incentives etc. is paid to IDs.

B. NON-EXECUTIVE DIRECTORS(NEDs)

All NEDs being nominees of Joint Venture partners viz.

Mukand Limited and Sumitomo Corporation are categorized as

Non-Independent and hence no remuneration is paid to them.

C. MANAGING DIRECTOR & KEY MANAGERIAL PERSONNEL & OTHER

EMPLOYEES

The objective of the policy is directed towards having a

compensation philosophy and structure that will reward and

retain talent. The Remuneration to Managing Director, if

any to be paid, shall take into account the Company’s

overall performance, MDs contribution for the same & trends

in the industry in general, in a manner which will ensure

and support a high performance culture.

The Company has no stock options, plans and hence such

instruments do not form part of his remuneration package.

The Remuneration to others will be such as to ensure that

the relationship of remuneration to performance is clear

and meets appropriate performance benchmarks.

Remuneration to Directors, Key Managerial Personnel and

Senior Management will involve a balance between fixed and

incentive pay reflecting short and long term performance

objectives appropriate to the working of the Company and

its goals.

(II) CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES

& INDEPENDENCE OF DIRECTOR

A. QUALIFICATIONS OF INDEPENDENT DIRECTOR

The Nomination & Remuneration Committee while

recommending the appointment, keep in view that an

independent director shall possess requisite skills,

experience and knowledge in one or more fields of

finance, law, management, sales, marketing,

administration, research, corporate governance,

operations or other disciplines related to the company’s

business.

B. POSITIVE ATTRIBUTES OF INDEPENDENT DIRECTORS

An independent director shall be a person of integrity,

who possesses relevant expertise & experience and who

shall uphold ethical standards of integrity and probity,

act objectively and constructively, exercise his

responsibilities in a bona-fide manner in the interest of

the company; devote sufficient time and attention to his

professional obligations for informed and balanced

decision making; and assist the company in implementing

the best corporate governance practices.

C. INDEPENDENCE OF INDEPENDENT DIRECTORS

An independent director should meet the requirements of

the Companies Act, 2013.


sd/- sd/-


Place: Mumbai

Arvind M. Kulkarni

Director & CEO

DIN: 01656086

Kenji Setogawa

Director

DIN: 06508421

1

INDEPENDENT AUDITOR’S REPORT

To the Members of Mukand Sumi Metal Processing Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Mukand Sumi Metal Processing Limited

(“the Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit

and Loss, the Cash Flow Statement for the year then ended and a summary of significant accounting

policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the

Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that

give a true and fair view of the financial position, financial performance and cash flows of the

Company in accordance with the accounting principles generally accepted in India, including the

Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting

records in accordance with the provisions of the Act for safeguarding of the assets of the Company

and for preventing and detecting frauds and other irregularities; selection and application of

appropriate accounting policies; making judgments and estimates that are reasonable and prudent;

and design, implementation and maintenance of adequate internal financial controls and ensuring

their operating effectiveness and the accuracy and completeness of the accounting records,

relevant to the preparation and presentation of the financial statements that give a true and fair

view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and

matters which are required to be included in the audit report under the provisions of the Act and

the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section

143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free

from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the financial statements. The procedures selected depend on the auditors’ judgment,

including the assessment of the risks of material misstatement of the financial statements, whether

due to fraud or error. In making those risk assessments, the auditor considers internal financial

control relevant to the Company’s preparation of the financial statements that give a true and fair

view in order to design audit procedures that are appropriate in the circumstances. An audit also

includes evaluating the appropriateness of accounting policies used and the reasonableness of the

accounting estimates made by the Company’s Directors, as well as evaluating the overall

presentation of the financial statements.

2

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid financial statements give the information required by the Act in the manner so required

and give a true and fair view in conformity with the accounting principles generally accepted in

India, of the state of affairs of the Company as at 31st March, 2017, its profit and its cash flows for

the year ended on that date.

Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditors’ Report) Order, 2016 (“the Order”) issued by the Central

Government of India in terms of sub-section (11) of Section 143 of the Act, we give in “Annexure

1”, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent

applicable.

(2) As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so

far as it appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with

by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards

specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules,

2014;

e. On the basis of written representations received from the directors as on March 31, 2017, and

taken on record by the Board of Directors, none of the directors is disqualified as on March

31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act;

f. With respect to the adequacy of the internal financial controls over financial reporting of the

Company and the operating effectiveness of such controls, we give our separate Report in

“Annexure 2”.

g. With respect to the other matters to be included in the Auditor’s Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of

our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its

financial statements – Refer Note 15 on Contingent Liabilities to the financial statements;

(ii)The Company did not have any long-term contracts including derivative contracts. Hence,

the question of any material foreseeable losses does not arise;

3

(iii) There were no amounts which were required to be transferred to the Investor Education

and Protection Fund by the Company.

(iv) The company has provided requisite disclosures in the financial statements as to holdings

as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th

December, 2016. Based on audit procedures and relying on the management representation,

we report that the disclosures are in accordance with the books of account maintained by the

company and as produced to us by the Management (Refer Note No.16 to the financial

statements);

For Haribhakti & Co. LLP

Chartered Accountants

ICAI Firm Registration No.103523W/W100048

Sd/-

____________________

Sumant Sakhardande

Partner

Membership No.: 034828

Place : Mumbai

Date : May 18, 2017

4

ANNEXURE 1 TO THE INDEPENDENT AUDITOR’S REPORT [Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditor’s Report of even date to the members of Mukand Sumi Metal Processing Limited on the financial statements for the year ended March 31, 2017]

(i) (a) The Company has maintained proper records showing full particulars, including

quantitative details and situation of fixed assets.

(b) During the year, the fixed assets of the Company have been physically verified by the management and as informed, no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) The title deeds of immovable properties recorded as fixed assets in the books of

account of the Company are held in the name of the Company.

(ii) The inventory (excluding stocks lying with third parties) has been physically verified by the

management during the year. In our opinion, the frequency of verification is reasonable. As

informed, no material discrepancies were noticed on physical verification carried out during the year

(iii) As informed, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, paragraph 3 (iii)(a), 3 (iii)(b) and 3 (iii)(c) of the

Order are not applicable to the Company.

(iv) Based on information and explanation given to us in respect of loans, investments, guarantees and securities, the Company has not entered into any transactions which fall under the purview of Section 185 and 186 of the Act.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the provisions of Sections 73 to 76 of the Act and the rules framed there under.

(vi) We have broadly reviewed the books of account maintained by the Company in respect of

products where the maintenance of cost records has been specified by the Central

Government under sub-section (1) of Section 148 of the Act and the rules framed there under and we are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(vii) The Company is generally regular in depositing with appropriate authorities, undisputed

statutory dues including provident fund, employees’ state insurance, income tax, sales tax, service tax, value added tax, customs duty, excise duty, cess and any other material

statutory dues applicable to it, however, there have been slight delay in few cases.

(a) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income tax, sales

5

tax, service tax, value added tax, customs duty, excise duty, cess and any other material statutory dues applicable to it, were outstanding, at the year end, for a

period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, the dues outstanding

with respect to, income tax, sales tax, service tax, value added tax, customs duty, excise duty on account of any dispute, are as follows:

Name of

the statute

Nature of

dues

Amount

Rs.

Period to

which the amount relates

Forum where

dispute is pending

Remarks

Income Tax Act, 1961

Income Tax 7,400,670 FY 2012-13 CIT (A)

(viii) According to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to financial institution(s), bank(s), government(s) or dues to debenture holder(s).

(ix) The Company has neither raised money by way of public issue offer nor has obtained any

term loans. Therefore, paragraph 3(ix) of the Order is not applicable to the Company.

(x) During the course of our examination of the books and records of the Company, carried out

in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company or any fraud on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such instance by the

management.

(xi) According to the information and explanations given to us, no managerial remuneration,

except sitting fees, has been paid / provided by the company for the year.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanation given to us, all transactions entered into by the Company with the related parties are in compliance with Sections 177 and 188 of Act, where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.

(xiv) The Company has not made any preferential allotment or private placement of shares or

fully or partly convertible debentures during the year under review. Therefore, paragraph

3(xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him during the

year.

6

(xvi) According to the information and explanation given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.



ICAI Firm Registration No.103523W/W100048

Sd/-

Sumant Sakhardande

Partner

Membership No.: 034828

Place : Mumbai

Date : May 18, 2017


CIN :U27300MH2012PLC234000

BALANCE SHEET AS AT 31ST MARCH,2017

Note No.

I. EQUITY AND LIABILITIES

(1) Shareholders' Funds

(a) Share Capital 1 273,000,000 273,000,000

(b) Reserves and surplus 2 2,620,818,070 2,533,082,525

2,893,818,070 2,806,082,525

(2) Non Current Liabilities

(a) Deferred tax liability (net) 7 75,663,864 40,380,303

(3) Current Liabilities

(a) Short Term Borrowings 3 185,512,266 189,255,719

(b) Trade payables 4

Total outstanding dues of Micro & Small

Enterprises- -

Total outstanding dues of creditors other

than Micro & Small Enterprises76,429,437 259,245,911

(c) Other current liabilities 5 37,282,969 67,461,926

299,224,672 515,963,556

Total 3,268,706,606 3,362,426,384

II. ASSETS

(1) Non Current Assets

(a) Fixed Assets 6

(i) Tangible assets 352,607,662 365,240,599

(ii) Intangible assets 1,332,595,922 1,524,947,423

(iii) Capital work-in-progress 14,443,363 16,015,475

1,699,646,947 1,906,203,497

(b) Long-term loans and advances 8 23,606,464 7,715,494

(c) Other Non Current Assets 9 52,425,224 27,432,578

76,031,688 35,148,072

(2) Current Assets

(a) Inventories 10 410,629,978 351,030,770

(b) Trade receivables 11 508,526,041 600,672,907

(c) Cash and Bank Balances 12 96,084,058 183,189,270

(d) Short-term loans and advances 13 473,568,825 265,147,430

(e) Other Current Assets 14 4,219,069 21,034,438

1,493,027,971 1,421,074,815

Total 3,268,706,606 3,362,426,384

Statement of Significant Accounting Policies

adopted by the Company and Notes forming

part of the Financial Statements

1 to 37 - -

As per our attached report of even date



Firm Registration No. 103523W /W100048

Sd/- Sd/-

A M Kulkarni Kenji Setogawa

(Director & CEO) (Director)

Sumant Sakhardande (DIN :01656086) (DIN :06508421)

Partner Sd/- Sd/-

Membership No. 034828 Shingo Mizuho K J Mallya

(Chief Financial Officer) (Company Secretary)

Place: Mumbai. Place: Mumbai.

Date: 18th May, 2017 Date: 18th May, 2017

- : 1 : -

31-Mar-16

Rs.

For and on Behalf of Board of Directors of Mukand

Sumi Metal Processing Limited

31-Mar-17

Rs.


CIN :U27300MH2012PLC234000

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH,2017

Note No.

I) Gross Revenue from Operations 16 5,028,012,491 5,718,249,809

Less Excise Duty 539,389,000 588,275,486

Net Revenue from Operations 4,488,623,491 5,129,974,323

Other Operating Income 247,076,528 285,346,093

Other Income 17 38,014,803 21,994,680

II) Total Revenue 4,773,714,822 5,437,315,096

III) Expenses

a) Cost of Materials Consumed 18 2,752,078,720 3,385,012,030

b) Purchase of Goods for Trade 19 1,244,309,425 1,324,005,665

c) Changes in inventories of Finished Goods &

Stock-in-Trade20 97,218,338 61,956,104

d) Employee benefits expenses 21 8,949,167 6,797,320

e) Finance costs 22 23,405,285 30,967,327

f) Depreciation and amortization expenses 6 230,688,599 141,512,773

g) Other expenses 23 294,348,257 422,333,137

Total Expenses 4,650,997,791 5,372,584,356

IV) Profit / (Loss) before tax (II) - (III) 122,717,031 64,730,740

V) Tax Expense:

Current Tax - MAT (26,190,000) (13,198,000)

MAT Credit 26,190,000 13,198,000

Excess / (Short) Provison for Tax for earlier years 302,075 -

Deferred Tax Credit / (Charge) 7 (35,283,561) (22,898,184)

(34,981,486) (22,898,184)

VI) Profit after tax for the period (IV) - (V) 87,735,545 41,832,556

Weighted average number of Equity Shares

outstanding during the period27,300,000 27,300,000

Earnings per share (in Rs.) - Basic and Diluted

(Rs.)27 3.21 1.53

Nominal value of each share (in Rs) 10.00 10.00

Statement of Significant Accounting Policies

adopted by the Company and Notes forming

part of the Financial Statements




Firm Registration No. 103523W /W100048

Sd/- Sd/-

Sumant Sakhardande A M Kulkarni Kenji Setogawa

Partner (Director & CEO) (Director )

Membership No. 034828 (DIN :01656086) (DIN :06508421)

Sd/- Sd/-

Shingo Mizuho K J Mallya


Place: Mumbai. Place: Mumbai.

Date: 18th May, 2017 Date: 18th May, 2017

- : 2 : -

2015-16

Rs



2016-17

Rs


Notes to Financial Statements for the year ended 31st March,2017

1 SHARE CAPITAL 31-Mar-17 31-Mar-16

Rs Rs

Authorised

300,000,000 300,000,000

300,000,000 300,000,000

Issued, Subscribed and fully paid up

273,000,000 273,000,000

Total Issued, subscribed and fully paid-up share capital 273,000,000 273,000,000

a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Equity shares Nos. Rs. Nos. Rs.

At the beginning of the period 27,300,000 273,000,000 27,300,000 273,000,000

Add : Issued during the period - - - -

Outstanding at the end of the period 27,300,000 273,000,000 27,300,000 273,000,000

b. Terms / rights attached to equity shares

c. Shares held by Holding or Ultimate Holding company or their subsidiaries and associates

Name of the Company 31-Mar-17 31-Mar-16

No of Shares No of Shares

Mukand Limited - Holding Company 16,400,000 16,400,000

d. Shares issued for consideration other than cash

Name of the Company Against Year of Allotment 31-Mar-17 31-Mar-16

No of Shares No of Shares

Mukand Limited Plant and

Machinery2012-13 2,314,326 2,314,326

Mukand Limited Goodwill 2012-13 9,369,394 9,369,394

Mukand Limited Structurals 2012-13 125,000 125,000

Mukand Limited Inventory 2013-14 3,222,000 3,222,000

Mukand Limited Land 2013-14 1,200,000 1,200,000

Total 16,230,720 16,230,720

e. There are no bonus shares issued or shares bought back since inception (Incorporated on 1st Aug 2012).

f. Details of shareholders holding more than 5% shares in the company

Numbers % holding in the

classNumbers

% holding in the

class

Mukand Limited 16,400,000 60.07% 16,400,000 60.07%

Sumitomo Corporation, Japan 6,825,000 25.00% 6,825,000 25.00%

Sumitomo Corporation India Pvt Ltd 4,075,000 14.93% 4,075,000 14.93%

g.

h. There are no unpaid calls from any Director or officer.

- : 3 : -

31-Mar-16

The Company has only one class of equity share having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per

equity share. They are entitled to receive dividend proposed by the Board of Directors and approved by sharehoders in General Meeting and right to

get new shares proportionately in case of issuance of additional shares by the company.

30,000,000 (March 31, 2016 300,000,000) Equity Shares of

Rs.10/- each

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution

of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

31-Mar-16

27,300,000 (March 31, 2016 27,300,000) Equity Shares of

Equity Shares of Rs. 10/- each fully paid

There are no shares reserved for issue under options and contracts / commitments for sale of shares/disinvestment.

31-Mar-17

31-Mar-17

As per records of the company, including its register of shareholders / members and other declarations received from shareholders regarding

beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.



2 RESERVES AND SURPLUS 31-Mar-17 31-Mar-16

Rs Rs

Securities Premium Account :

Opening 2,452,500,000 2,452,500,000

Add : Additions during the Period - -

Less : Transferred - -

2,452,500,000 2,452,500,000

Surplus :

Opening 80,582,525 38,749,969

Surplus as per annexed Statement of Profit and Loss 87,735,545 41,832,556

168,318,070 80,582,525

2,620,818,070 2,533,082,525

3 SHORT TERM BORROWINGS 31-Mar-17 31-Mar-16

Rs Rs

Loans Repayable on Demand (Secured)

Working Capital Loans from Banks 60,704,345 22,164,000

Bill Discounted 124,807,921 167,091,719

185,512,266 189,255,719

The facilities from the Bank are secured by First & Exclusive Charge on all existing & future Receivables / Current Assets / Movable Assets

Movable Fixed Assets of the company.

Collateral security by way equitable mortgage on the Land situated at Lonand District Satara.

Rate of Interest Range is between 10 - 11.25% p.a.

4 TRADE PAYABLES 31-Mar-17 31-Mar-16

Rs Rs

Trade Payables 76,429,437 259,245,911

76,429,437 259,245,911

- : 4 : -

There are no Micro, Small and Medium Enterprises, to whom the company owe amount which are outstanding for more than 45 days during the

year. The information, as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been determined to

the extent such parties have been identified on the basis of information available with the Company regarding the status of the supplier. Further, no

interest is outstanding to be paid to any such parties.



5 OTHER CURRENT LIABILITIES 31-Mar-17 31-Mar-16

Rs Rs

Liability towards Employee Benefits 570,589 489,161

Liability towards others Expenses 3,356,479 5,846,898

Statutory Liabilities 23,028,674 18,200,870

Advance against Orders 7,196,144 16,810,655

Payables for Capital Goods 2,294,701 25,801,822

Other Payables 836,382 312,520

37,282,969 67,461,926

7 DEFERRED TAX 31-Mar-17 31-Mar-16

Rs Rs

Deferred Tax Assets 173,626,861 228,596,170

Less : Deferred Tax Liabilities 249,290,725 268,976,473

(75,663,864) (40,380,303)

Components of Deferred tax (assets) / liabilities are as under : As at 01-Apr-16 2016-17 As at 31-Mar-17

Deferred tax Asset on account of

Unabsorbed Depreciation etc. 228,596,170 (54,969,309) 173,626,861

228,596,170 (54,969,309) 173,626,861

Deferred tax Liability on account of

Depreciation for the year. 268,976,473 (19,685,748) 249,290,725

268,976,473 (19,685,748) 249,290,725

Net Tax Deferred Tax Asset / (Liability) (40,380,303) (35,283,561) (75,663,864)

- : 5 : -

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8 LONG-TERM LOANS AND ADVANCES, Unsecured, considered 31-Mar-17 31-Mar-16

good, unless otherwise specified Rs Rs

Deposits Others 3,080,000 3,080,000

Advance Tax (Net of Provision) of Rs. 5,60,29,635 (PY 3,03,26,185) 8,223,035 3,910,054

Advances against Capital Goods 12,303,429 725,440

23,606,464 7,715,494

9 OTHER NON CURRENT ASSETS 31-Mar-17 31-Mar-16

Rs. Rs.

Miscellaneous & Preliminary Expenses 219,863 1,212,047

MAT Credit Entitlement 52,205,361 26,220,531

52,425,224 27,432,578

10 INVENTORIES 31-Mar-17 31-Mar-16

(For mode of valuation refer Accounting Policy Note 35 5) Rs. Rs.

Raw Materials 274,336,356 228,321,942

Finished Goods 27,838,877 12,508,912

Finished Goods-Stock in Trade 108,454,745 110,199,916

410,629,978 351,030,770

11 TRADE RECEIVABLES,UNSECURED,CONSIDERED GOOD UNLESS OTHERWISE SPECIFIED31-Mar-17 31-Mar-16

Rs Rs

More than six months from the due date of payment 1,165,690 2,018,805

Other Trade Receivables 507,360,351 598,654,102

508,526,041 600,672,907

12 CASH AND BANK BALANCES 31-Mar-17 31-Mar-16

Rs Rs

Cash & Cash Equivalent

Cash on hand 18,692 11,643

Balances with Banks :

In Current Accounts# 90,620,548 169,824,811

Other Bank Balance

In Deposit Account 5,444,818 10,417,432

Margin Money $$ - 2,935,384

96,084,058 183,189,270

# Includes Cheques on Hand Rs. 84,632/-. (Previous Year Rs. 5,676/-)

$$ Under Lien with Bank

De-monetisation :

Particulars Total

Denomination Amount Denomination Amount Amount

Closing Balance as at 8 November 2016 11,477 11,477

Transactions between 9th November 2016 and

30th December 2016

Add: Withdrawal from Bank accounts 0 50,000 50,000

Add: Receipts for permitted transactions 0 6,255 6,255

Add : Receipts for non-permitted transactions

(if any) [Refer reporting scenario 6]0

Less : Paid for permitted transactions 0 53,017 53,017

Less : Paid for non-permitted transactions (if

any) [Refer reporting scenario 6]0

Less: Deposited in bank accounts 0 - -

Closing balance as at 30 December 2016 14,715 14,715

- : 7: -

Cash transaction transacted during the period from 8th November, 2016 to 30th December, 2016 are as follows:

In the opinion of the Board of Directors of the Company, all items of 'Loans and Advances’ continue to have a realizable value of at least the amounts

at which they are stated in the Balance Sheet, unless otherwise stated.

Company doesn’t have any specified bank note Transactions during the period 8th November, 2016 to 30th December, 2016

Other denomination notesSBNs



13 SHORT-TERM LOANS AND ADVANCES, Unsecured, considered 31-Mar-17 31-Mar-16

good, unless otherwise specified Rs Rs

Advances recoverable in cash or in kind or for value to be received 271,149,596 17,135,491

Other Loans and Advances - -

Balances with Government Authorities 202,419,229 248,011,939

473,568,825 265,147,430

14 OTHER CURRENT ASSETS 31-Mar-17 31-Mar-16

Rs Rs

Interest Accrued on Deposits 34,707 376,480

Export Incentive Receivable 4,184,362 20,657,958

4,219,069 21,034,438

15 Contingent Liability & Other Commitments 31-Mar-17 31-Mar-16

Rs Rs

Contingent Liability not provided for :

1 Disputed Income Tax matters in Appeal 7,400,670 7,400,670

Bank Guarantee issued against Import of Capital Goods under EPCG Scheme - 2,700,000

a Capital and Other Commitments

46,455,852 5,484,816

b Export Obligation against Import of Capital Goods under EPCG Scheme Nil Nil

Derivatives Instruments and unhedged foreign currency exposure.

a) Derivatives outstanding as at the balancesheet date Nil Nil

Forward Contract Outstanding for Exports / Export Orders

c Amount in EURO 390,000 955,301

Amount in INR 28,321,300 71,866,851

Amount in USD 580,000

Amount in INR 39,738,250

Forward Contract Outstanding for Imports

Amount in JPY 13,261,878

Amount in INR 8,207,093

Amount in CAD 525,000 -

Amount in INR 26,706,750 -

b) Particulars of unhedged foreign currency exposure as at reporting date.

Debtors 10,831,945 80,358,255

[USD-

166311.04]

[USD 1,188,238]

Debtors 8,479,710 80,358,255

[EURO 110982.87] [USD 1,188,238]

Creditor Nil 15,432,835

[EURO Nil] [JPY 26,164,000]

16 Revenue from Operations 2016-17 2015-16

Rs Rs

Sale of Products

1. Bright Bars - Special Alloy Steel 3,607,032,214 3,464,669,219

2. Bright Bars - Stainless Steel 1,420,980,277 2,253,580,590

Total 5,028,012,491 5,718,249,809

Less : Excise Duty 539,389,000 588,275,486

Net Sale of Products and Services 4,488,623,491 5,129,974,323

Other Operating Revenues

Scrap Sales 153,319,603 177,942,217

Plant and Machinery Hire Charges Income & Job Work Income 79,369,412 77,164,140

Export Incentive 14,019,713 25,900,024

Fees for Sales Transfer 367,800 4,164,560

Excess Provision written back (net) - 175,152

Total Other Operating Revenues 247,076,528 285,346,093

Total Sales and Services and Other Operating Revenues 4,735,700,019 5,415,320,416

- : 8 : -

Estimated amount of contracts remaining to be executed on capital account and not

provided for

Sales is net of early payment discounts aggregating

Rs.2,75,12,665 /-(previous year Rs. 2,38,01,604/-)



17 OTHER INCOME 2016-17 2015-16

Rs Rs

Management Fees Recovered (Refer Note No. 26) 2,873,867 2,392,993

Miscellaneous Income 15,710 9,154

Interest on Fixed Deposit 706,947 920,444

Profit on Redemption of Investment in Mutual Fund 366,077 -

Daily Dividend - UTI Liquid Cash Plan of Mutual Fund 841,176 -

Gain / Loss on Booking of Forward Cover 1,909,257 -

Interest Received from Customers/Suppliers 30,361,378 18,022,089

Interest received on Statutory Dues 940,391 650,000

38,014,803 21,994,680

18 COST OF MATERIAL CONSUMED 2016-17 2015-16

Rs Rs

Opening Stocks 228,321,942 166,358,348

Add : Purchases 2,798,093,134 3,446,975,624

Less : Closing Stocks (274,336,356) (228,321,942)

2,752,078,720 3,385,012,030

Important basic raw materials:

Special Alloy Steel / Stainless Steel Bars/Rods 2,752,078,720 3,385,012,030

2,752,078,720 3,385,012,030

Details of Imported and Indigenous Materials Consumed. % of total Rs % of total Rs

Consumption Consumption

Imported - - - -

Indigenous 100 2,752,078,720 100 3,385,012,030

100 2,752,078,720 100 3,385,012,030

19 Purchase of Goods for Trade 2016-17 2015-16

Rs Rs

Bright Bars - Special Alloy Steel 1,244,309,425 1,316,118,007

Bright Bars - Stainless Steel - 7,887,658

Scrap - Stainless Steel - -

1,244,309,425 1,324,005,665

20 Changes in inventories of Finished Goods & Stock-in Trade 2016-17 2015-16

Rs Rs

Opening Stocks 122,708,828 193,182,411

Closing Stocks (27,838,877) (122,708,828)

94,869,951 70,473,583

Opening Excise Duty (14,942,806) (23,460,285)

Closing Excise Duty 17,291,193 14,942,806

Variation in Excise Duty on Opening & Closing

Stock of Finished Goods2,348,387 (8,517,479)

97,218,338 61,956,104

21 Employee Benefits Expense 2016-17 2015-16

Rs Rs

Salaries, Wages, Bonus, Compensation and

Other Payments 8,717,036 6,481,062

Contribution towards Employees' State

Insurance, Provident and Other Funds- -

Welfare Expenses 232,131 316,258

8,949,167 6,797,320

22 Finance Costs 2016-17 2015-16

Rs Rs

Interest Expense 21,012,915 28,962,126

Other Borrowing Cost 2,392,370 2,005,201

23,405,285 30,967,327

- : 9 : -

2016-17

Raw Materials

2015-16



23 Other Expenses : 2016-17 2015-16

Rs Rs

Stores, Spares, Components,Tools, etc. consumed (107,721,101) 605,129

Power and Fuel consumed 8,874,326 8,313,013

Job work charges 288,099,490 305,163,716

Freight & Forwarding Expenses 44,986,533 53,861,974

Repairs & Maintenance

Plant and Machinery 844,548 1,003,141

Premises 1,090,652 692,584

1,935,200 1,695,725

Rent:

Plant and Machinery 3,030 -

Premises 11,802,012 11,001,828

11,805,042 11,001,828

Other Manufacturing Charges 1,057,543 779,656

Insurance Expenses 292,266 202,448

Marketing Expenses 17,955,245 20,519,897

Auditors Remuneration (Refer Note 29) 745,007 1,040,567

Legal and Professional Fees 9,144,989 8,359,074

Technical Consultancy 3,192,613 794,965

Foreign Exchange loss (net) 2,349,394 4,209,281

Sub Letting Fees 77,225 42,000

Security Charges 1,602,500 34,000

Preliminary Expenses written off 992,184 992,183

Directors' Fees & Travelling 300,000 322,000

Board Meeting Expenses 85,488 45,453

Rates & Taxes 2,008,319 476,254

Telephone Expenses 120,051 124,665

Travelling & Conveyance 2,324,269 1,603,271

Entertainment Expenses 84,384 39,118

Postage & Courier 106,441 67,245

Printing & Stationery 80,565 93,687

Sundry Expenses 3,050,284 1,945,988

CSR Expenditure 800,000 -

Miscellaneous Expenses 8,959,801 4,717,681

294,348,257 422,333,137

24 Earnings in Foreign Exchange 2016-17 2015-16

Rs. Rs.

Exports (FOB value) 356,506,620 743,530,369

- : 10 : -



25 Expenditure in Foreign Currency 2016-17 2015-16

Rs Rs

Foreign Travel 308,014 961,335

Technical Consultancy / Services (net of tax) 2,625,452 569,492

Interest Paid 206,349 1,337,163

3,139,814 2,867,990

26 Value of Imports on CIF Basis 2016-17 2015-16

Rs Rs

Capital Goods 11,732,779 3,512,658

11,732,779 3,512,658

27 Computation of Earnings per Share (EPS) : 2016-17 2015-16

Rs Rs

Net Profit / (Loss) for calculation of basic / diluted EPS 87,735,545 41,832,556

Weighted average number of equity shares outstanding 27,300,000 27,300,000

Basic and diluted EPS (face value Rs.10 per share) 3.21 1.53

28 Stores, Spares, Components etc Consumed :

Rs % of total Rs % of total

Consumption Consumption

i) Stores, Spares, etc.

- Imported - - - -

- Indigenous (107,721,101) 100 605,129 100

(107,721,101) 100 605,129 100

29 Payment to Auditors (excluding Service Tax) 2016-17 2015-16

Rs Rs

(i) As Auditors 600,000 600,000

(ii) For Taxation Matters 100,000 407,912

(iii) For other services 35,000 15,000

(iv) For reimbursement of expenses 10,007 17,655

745,007 1,040,567

- : 11 : -



31

Particulars 2016-17 2015-16

Segment Revenues (Sale of Goods)

Domestic 4,132,116,871 4,386,443,954

Export 356,506,620 743,530,369

2015-16 2016-17

The Company is exclusively engaged in the business of Special Alloy Steel & Stainless Steel Bright Bars & Wires & constitute one single primary

segment . This is in the context of "AS-17" "Segment Reporting".Geographical Segment is identified as secondry segment and details are given below;

Total 4,488,623,491 5,129,974,323

Segment Asset (Sundry Debtor)

Domestic 478,781,472 441,835,972

Export 29,744,568 158,836,935

Total 508,526,040 600,672,907

32 Leases:

33 Corporate Social Responsibility

Spent yet to spent Total

(i)

- - -

(ii) 800,000 92,080 892,080

800,000 92,080 892,080

34 Corporate Information

35

- : 13 : -

The Agreements for lease are executed for tenure of 12 months for Premises and Plant and Machinery. Agreement of Premises is non cancellable with

a provision for renewal. Agreement of Plant and Machinery has provision for renewal and termination by either party giving a prior notice of 1 month.

Mukand Ltd. and Sumitomo Corporation Japan have formed a joint venture for the manufacture of bright bars and wires in India. Mukand and

Sumitomo will carry out the business through Mukand Sumi Metal Processing Limited (MSMPL), a JV Company.

C. Related party transactions in relation to Corporate Social Responsibility NIL

Lease rentals charged to revenue for the current period Rs 11,805,042/- (Previous year Rs. 11,001,828/-)

Note on JV Formation:

Mukand Sumi Metal Processing Limited ( MSMPL or the 'Company') was incorported in Mumbai, India on August 1, 2012 as a private Limited

company having name as Technosys Metal Processing Limited, later on August 23, 2012 it was converted in to Public limited company. On December

13, 2012 its name was changed to Mukand Sumi Metal Processing Limited.

The Company engaged in manufacturing, purchase, refine, prepare, import, export, sell and generally to deal in iron and steel in all forms, and/or

bye-products thereof; to carry on the trades or business of iron masters, steel makers,steel converters, rolled steel makers, miners, smelters,

engineers, tinplate makers and iron founders in all their respective branches and manufacturers of all sorts of bars & wires of Stainless Steel & Non

Stainless Steel.; to carry on the business of processing stainless steel hot rolled, annealed and pickled (HRAP), and manufacturing and sales of

special and alloy steel wires/cold finished bars and stainless steel cold finished bars (CF) and involve all downstream operations for the processing of

HRAPs and manufacturing of CFs and inter alia cover processes of normalizing, annealing (soft/ spheroidized/ solution), drawing, peeling, grinding,

pickling, coating and/or any other process in connection therewith.

One of the business divisions of Mukand Ltd which manufactured Bright Bars and Wires was transferred to the JV Company. The consideration for

such transfer was paid partly by cash and partly through the issuance of shares of the JV Company.

Construction/Acquisition on any assets

Purpose other than (i) above

Gross amount required to be spent by the Company during the Year 2016-17 Rs. 8,92,080 (PY NIL.)

Particulars2016-17

36 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES ADOPTED BY THE COMPANY.

1 Basis of preparation:

2 Use of Estimates:

3 Fixed Assets:

(a) Tangible Assets

(b) Intangible Assets

(c) Depreciation / Amortisation

(i)

(ii)

(iii)

(iv)

(v)

4 Impairment of Assets :

5 Inventories :

6 Foreign Currency Translations

(i)

(ii)

(iii)

- : 14 : -

Fixed Assets are stated at cost of acquisition or construction Less accumulated depriciation and impairment losses.

Cost of acquisition comprise all costs incurred to bring the assets to their location and working condition for the intended use. Cost of construction

comprise of those costs that relate directly to specific assets and those that are attributable to the construction activity in general and can be

allocated to specific assets upto the date of intended use.

Intangible Assets are stated at their cost of acquisition less accumulated amortization and impairment losses. An asset is recognized, where it is

possible that future economic benefits attributable to the assets will flow to the enterprise and where its cost can be reliably measured. The

depreciable amount on intangible assets is allocated over the best estimate of its useful life on a straight line basis or the period of agreement

whichever is lower.

In respect of forward exchange contracts entered into towards hedge of foreign currency risks, the difference between the forward rate and the

exchange rate at the inception of the contract is recognised as income or expenditure over the life of the contract. The outstanding forward contracts

in case of firm commitments and highly probable forecast transactions are marked to market and its effect is recognised as income / expenditure.

Further, the exchange differences arising on such contracts are recognised as income or expenditure along with the exchange differences on the

underlying assets/liabilities. Profit or Loss on cancellations/renewals of forward contracts is accounted for during the year.

The financial statements have been prepared & presented under the Historical Cost Convention on accrual basis of accounting in accrodance with

the generally accepted accounting principals in India (Indian GAAP) These Financial Statements comply in all material aspects with the accounting

standards as specified under Section 133 of the Companies Act, 2013 ("The 2013 Act") read with rule 7 of the Companies (Accounts) Rules, 2014 and

the relevant provisions of the act, as applicable. The Accounting Policies have been consistently applied by the Company and except for changes in

Accounting Policies, if any, are consistent with those used in the previous years.

The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported

amounts of revenues and expenses during the reporting period. Actual results could defer from those estimated and actual materialized results and

estimates are recognized in the period, in which the results are known.

Cost of lease hold Land is amortised over the period of lease commencing from the period of commercial usage.

Goodwill on acquisition of Business is amortized over a period of 10 years in proportion of expected pattern of consumption of economic benefit over

the said period. The Expected pattern of consumption of Economic benefit is reviewed at each Balance Sheet date.

An asset is considered as impaired in accordance with Accounting Standard 28 on “Impairment of Assets”, when at balance sheet there are

indications of impairment and the carrying amount of the assets or where applicable the cash generating unit to which the assets belong, exceeds its

recoverable amount (i.e. the higher of the asset’s net selling price and value in use). The carrying amount is reduced to the recoverable amount and

the reduction is recognized as an impairment loss in the Statement of Profit and Loss.

Inventories are valued at lower of cost or net realizable value. Materials-in-transit are valued at cost-to-date. Cost comprises all cost of purchase,

cost of conversion and other costs incurred in bringing the inventories to their present location and condition including excise duty payable on goods

produced. The cost formulae used for determination of cost is ‘First in First Out’.

All transactions in foreign currency are recorded at the rate of exchange prevailing as at the date of the transaction.

Software is amortised over a period of 3 years.

Depreciation on addition to assets or on sale / discardment of assets is calculated pro-rata from the month of such addition or up to the month of

such sale / discardment, as the case may be.

Depriciation is the systematic allocation of the depreciable amount of an asset over its useful life & is provided on a Straight Line basis over the

useful life as prescribed in Sch II to the Companies Act , 2013 or useful life of the fixed assets as per technical evaluation.

Monetary assets & liablities in foreign currency, outstanding at the close of the year, are converted in Indian currency at the appropriate rate of

exchange prevailing at the close of the year.The resultant gain or loss is accounted for during the year.



7 Revenue Recognition :

(i)

(ii)

(iii)

(iv)

(v)

8 Borrowing Cost:

9 Preliminary Expenses.

10 Leases :

Operating lease:

11 Taxation :

12 Earnings per Share

13

14 Segment Reporting Policies:

- : 15 : -

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted

average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average

number of equity shares outstanding during the period.

At each balance sheet date the Company re-assesses unrecognised deferred tax assets. It recognises unrecognised deferred tax assets to the extent

that it has become reasonably certain or virtually certain, as the case may be that sufficient future taxable income will be available against which

such deferred tax assets can be realised.

Liability for Excise Duty and Customs Duty payable on goods held in bond at the year end is provided for.

Tax expense comprises of current tax and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in

accordance with the Income-tax Act, 1961 enacted in India. Deferred income taxes reflects the impact of current year timing differences between

taxable income and accounting income for the year and reversal of timing differences of earlier years, if any.

Interest income is recognized on time proportion basis taking into account the amount outstanding and the rate applicable. Dividend income is

recognized when the right to receive dividend is established.

Preliminary expenses are amortised over a period of five years.

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets and

deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax

assets and deferred tax liabilities relate to the taxes on income levied by same governing taxation laws. Deferred tax assets are recognised only to the

extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be

realised. In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if

there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits.

Lease, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets, are classified as operating lease.

Operating lease receipts and payments are recognized as income or expense in the statement of Profit and Loss on a straight line basis over the lease

term.

Export benefit under duty drawback scheme & MEIS is estimated and accounted in the year of Export.

Borrowing cost attributable to the acquisition or construction of qualifying assets, as defined in accounting standard 16 on "Borrowing Cost" are

capitalised as part of the cost of such assets upto the date when the asset is ready for its intended use. Other borrowing cost are expensed out as

incurred.Front-end fees paid on borrowings are amortised over the period of loans/debentures or over a period of three years whichever is shorter.

Primary Segment is identified based on the nature of products and services, the different risks and returns and the internal business reporting

system. Secondary segment is identified based on geography in which major operating divisions of the Company operate.

MAT credit is recognised as an asset only when and to the extent there is convincing evidence that the company will pay normal income tax during

the specified period. In the year in which the Minimum Alternate tax (MAT) credit becomes eligible to be recognized as an asset in accordance with

the recommendations contained in guidance Note issued by the Institute of Chartered Accountants of India, the said asset is created by way of a

credit to the Statement of Profit and Loss and shown as MAT Credit Entitlement. The Company reviews the same at each balance sheet date and

writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Company will pay

normal Income Tax during the specified period.

Revenue is recognised when it is earned and no significant uncertainty exists as to its realisation or collection.

Revenue from sale of goods is recognized when all significant contractual obligations have been satisfied, the property in the goods is transferred for

a price, significant risks and rewards of ownership are transferred to the customers and no effective ownership is retained. Sales are net of returns,

discounts and rebates. Sales are net of Sales Tax/Value Added Tax. Excise Duty recovered is presented as a reduction from gross turnover.

The carrying amount of deferred tax assets are reviewed at each balance sheet date. The company writes-down the carrying amount of a deferred tax

asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be

available against which deferred tax asset can be realised. Any such write-down is reversed to the extent that it becomes reasonably certain or

virtually certain, as the case may be, that sufficient future taxable income will be available.

Provisions involving a substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events

and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the Financial Statements.

Contigent Assets are neither recognised nor disclosed in the Financial Statements.

Provisions, Contingent Liabilities & Contigent Assets.



15 Cash Flow Statement :

36




Firm Registration No. 103523W/W100048

Sd/- Sd/-

A M Kulkarni Kenji Setogawa

(Director & CEO) (Director )

Sumant Sakhardande (DIN :01656086) (DIN :06508421)

Partner

Membership No. 034828 Sd/- Sd/-

Shingo Mizuho K J Mallya


Place : Mumbai

Date: 18th May, 2017 - : 16 : -

Previous year figures have been regrouped wherever neccesary



Cash and cash equivalents presented in the Cash Flow Statement consist of cash on hand and unencumbered, highly liquid bank balances.

The Cash Flow Statement is prepared by the “indirect method” set-out in Accounting Standard 3 on “Cash Flow Statement” and presents the Cash

Flows by operating, investing and financing activities of the Company.

MU

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ET

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AT

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OR

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31s

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AR

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, 201

7

Rs.

Rs.

2016

-17

2016

-17

2016

-17

2015

-16

2015

-16

2015

-16

AC

ash

Flo

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risi

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fro

m O

per

atin

g A

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s

Pro

fit

bef

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Tax

12

2,71

7,03

164

,730

,740

Ad

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:

(1)

Dep

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0,68

8,59

914

1,51

2,77

3

(2)

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Exp

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/(In

com

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(net

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512,

637

1,03

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3

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Cha

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(ne

t)(8

,870

,293

)9,

369,

593

226,

330,

943

151,

916,

549

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bef

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Wo

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349,

047,

974

216,

647,

289

Les

s :

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Ch

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(1)

Incr

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in In

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s59

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(8,5

09,9

89)

(2)

Incr

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in L

ong

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m L

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& A

dvan

ces

11,6

55,2

141,

154,

074

(3)

Incr

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in O

ther

Non

Cur

rent

Ass

ets

(4)

Incr

ease

/(D

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in M

argi

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oney

(2,9

35,3

84)

235,

384

(4)

Incr

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in T

rade

and

Oth

er R

ecei

vabl

es(3

0,12

9,09

0)16

2,88

4,81

6

(5)

Incr

ease

/(D

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ase)

in S

hort

Ter

m L

oans

& A

dvan

ces

208,

421,

395

31,4

31,5

39

(6)

Incr

ease

/(D

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in O

ther

Cur

rent

Ass

ets

(16,

815,

369)

(13,

956,

827)

229,

795,

974

173,

238,

997

L

ess:

(1)

Incr

ease

/(D

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in T

rade

Pay

able

s(1

83,3

05,6

35)

144,

904,

782

(2)

Incr

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/(D

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in O

ther

Cur

rent

Lia

bilit

ies

(29,

689,

796)

(33,

219,

502)

(3)

Incr

ease

/(D

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ase)

in S

hort

Ter

m P

rovi

sion

s

(212

,995

,431

)11

1,68

5,28

0

Net

Wo

rkin

g C

apit

al c

han

ges

442,

791,

405

61,5

53,7

17

Cas

h g

ener

ated

fro

m O

per

atio

ns

(93,

743,

431)

15

5,09

3,57

2

Les

s :

Dir

ect

taxe

s p

aid

(29,

995,

736)

(16,

574,

074)

Net

Cas

h In

flo

w/(

Ou

tflo

w)

fro

m O

per

atin

g A

ctiv

itie

s(1

23,7

39,1

67)

13

8,51

9,49

8

Non

Cas

h A

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tmen

ts to

rec

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bef

ore

tax

to N

et C

ash

flow

s

1

MU

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31s

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, 201

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Rs.

Rs.

2016

-17

2016

-17

2016

-17

2015

-16

2015

-16

2015

-16

BC

ash

Flo

w a

risi

ng

fro

m In

vest

ing

Act

ivit

ies

Ou

tflo

w Acq

uisi

tion

of F

ixed

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ets

27,5

75,2

7721

,989

,291

Net

Cas

h In

flo

w/(

Ou

tflo

w)

fro

m In

vest

ing

Act

ivit

ies

(27,

575,

277)

(21,

989,

291)

CC

ash

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w a

risi

ng

fro

m F

inan

cin

g A

ctiv

itie

s

Infl

ow

Pro

ceed

s fr

om Is

suan

ce o

f Sha

re C

apita

l (In

clus

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miu

m)

Incr

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in W

orki

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apita

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row

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58,2

74,3

2365

,538

,666

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uct

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Inte

rest

cha

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- (

net)

(8,8

70,2

93)

9,36

9,59

3

Net

Cas

h In

flo

w /

(Ou

tflo

w)

fro

m F

inan

cin

g A

ctiv

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s67

,144

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56

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,073

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ease

/ (D

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in C

ash

/Cas

h E

qu

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ents

(A

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4,16

9,82

8)17

2,69

9,28

0

Ad

d :

Bal

ance

at

the

beg

inn

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of

the

year

180,

253,

886

7,55

4,60

6

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ts a

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96,0

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exc

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mar

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mon

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1.03

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7-N

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6 29

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Co

. LL

P

Ch

arte

red

Acc

ou

nta

nts

Fir

m R

egis

trat

ion

No

. 103

523W

/W10

0048

Sd

/-

Su

man

t S

akh

ard

and

eA

.M.K

ulk

arn

i

Par

tner

(D

irec

tor

& C

EO

)

Mem

ber

ship

No

. 034

828

(DIN

:01

6560

86)

Sd

/-S

d/-

Sh

ing

o M

izu

ho

K J

Mal

lya

(Ch

ief

Fin

anci

al O

ffic

er)

(Co

mp

any

Sec

reta

ry)

Pla

ce :

Mum

bai,

Dat

e :

May

18,

201

7

Ken

ji S

eto

gaw

a

(Dir

ecto

r)

(DIN

:06

5084

21)

Fo

r an

d o

n B

ehal

f o

f B

oar

d o

f D

irec

tors

of

Mu

kan

d S

um

i Met

al P

roce

ssin

g L

imit

ed

Sd

/-

2

mukand sumi metal processing limited...mumbai 400 021 tel: 022 – 61216666 - fax: 022 – 22021174...

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