multimetals limited...multimetals limited notice notice is hereby given that the fifty fourth annual...

MULTIMETALS LIMITED

MULTIMETALS LIMITED

BOARD OF DlRlECTORlC MANAGEMENT COMMITTEE

MR. VASUDEV AGRAWAL MR D B BHATNAGAR (CHAIRMAN) (PRESIDENT)

MR RAJENDRA AGRAWAL MR H N GUPTA (VICE CHAIRMAN & MANAGING DIRECTOR) (COMMERCIAL MANAGER)

MR NlTlN AGRAWAL (EXECUTIVE DIRECTOR)

MRS PRIYANKA AGRAWAL (EXECUTIVE DIRECTOR)

MR AASHISH MAHESHWARI I

1

I MR VlJAY KUMAR JAlN

!

! MRS VINEETA MEHTA

I

MR AAKASH KABRA 1

1

i

MR. MUKESH KASERA (C.F.O.)

SECRETARY MR. B.S. TANWAR

BANKERS BANK OF INDIA STATE BANK OF BIKANER & JAIPUR lClCl BANK LIMITED

AUDITORS JAlN AKHlL & CO. DELHl

STOCK EXCHANGES AT WHICH THE SHARES OF THE COMPANY ARE LISTED

-CALCUlTA STOCK EXCHANGE ASSOCIATION LTD., KOLKATA

REGISTERED OFFICE & WORKS HEAVY INDUSTRIES AREA, KANSUA ROAD, KOTA - 324 003 (RAJASTHAN)

MULTIMETALS LIMITED

NOTICE

NOTICE is hereby given that the Fifty Fourth Annual General Meeting of the members of the Company will be held on Wednesday, the 26th September, 2018 at 11 .OO A.M. at the Registered Office of the Company situated at Heavy Industries Area, Kansua Road, Kota - 324 003 (Rajasthan) to transact the following business :

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Balance Sheet as on 31st March, 2018 and Statement of Profit 8 Loss for the financial year ended on that date, together with the Directors' Report and Auditors' Report thereon.

2. To appoint a Director in place of Mrs. Priyanka Agrawal (DIN: 01489930), who retires by rotation at this Annual General Meeting and being eligible has offered herself for re-appointment.

3. To appoint a Director in place of Mr. Nitin Agrawal (DIN: 00383246), who retires by rotation at this Annual General Meeting and being eligible has offered himself for re-appointment.

4. To ratify appointment of auditors of the Company and to fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an ordinary resolution :

"RESOLVED THAT pursuant to the provisions of section 139 (1) of the Companies Act, 2013 and the rules made there under, and pursuant to the recommendations of the audit committee of the Board of Directors, the appo~ntment of MIS Jain Akhil & Co., Chartered Accountants (ICAI Registration No 030283N) New Delhi, as Statutory Auditors of the company, be and is hereby ratified to hold office from the conclusion of this AGM till the conclusion of 58th AGM of the Company and that the Board of Directors be and are hereby authorized to fix remuneration as may be determined by the audit committee in consultation with the auditors "

SPECIAL BUSINESS:

5. To consider and if thought fit to pass the following resolutions, with or without modification, as a Special Resolution :

"RESOLVED THAT in accordance with the provisions of section 197 and 198 read wlth schedule V and rule 7 (2) of the Compa- nies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and all other applicable provisions, if any, of the companies Act, 2013, or any statutory modification (s) or re-enactment thereof, the remuneration payable to Mr. Rajendra Agrawal, Managing Director (DIN-00345629), be and is hereby revised w.e.f. 01.10.2018 as under:

1. Salary : Rs. 3,00,0001- per month;

2. Commission : Up to 2% of Net Profit before tax of the company for the year subject to approval of remuneration committee and Board of Directors on year to year basis."

"RESOLVED FURTHER THAT where in any financial year, the Company has no profits or its profits are inadequate, the Company will pay to Mr. Rajendra Agrawal, the remuneration as specified above by way of salary, commission and perquisites, as minimum remuneration."

"RESOLVED FURTHER THAT the Board be and are hereby authorised to take all such steps as may be necessary, proper or expedient to give effect to this resolution."

6. To consider and i f thought fit to pass the following resolutions, with or without modification, as a Special Resolution :

"RESOLVED THAT pursuant to provisions of section 188 of the Companies Act, 2013 and other applicable provisions read with the rules framed thereunder and in terms of applicable provisions of Securities and Exchange Board of India (1-isting obligations and disclosures requirements) Regulations, 2015 including any statutory modification (s) or re-enactment (s) thereof, for the time being in force, consent of the members of the Company be and is hereby accorded to the contracts I arrangements I transactions to be entered into with any of the related parties on the terms as mentioned in the explanatory statement hereto."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to finalise and approve the necessary contracts I arrangements I transactions with related parties and to do all the acts, deeds and things as may be necessary for purpose."

7. To ratify the remuneration of Cost Auditor and in this regard to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

MULTIMETALS LIMITED

"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies ~ c t . 2013 read with the Companies (Audit 8 Auditors) Rules, 2014 (including any statutory modification(s) or re- enactment(~) thereof, for the time being in force), the remuneration payable to MIS S. N. Mittal & Co., Cost and works Accountants, Kota, appointed by the Board of Directors of the Company to conduct the audit of the Cost Records of the Company for the financial year ending 31st March, 2019, amounting to Rs.51,OOOf- (Rupees Fifty One Thousand only) alongwith tax as applicable be and is hereby ratified and confirmed."

8. To consider and if thought fit, to pass the following resolution, with or without modifications, as a Special Resolution :

"RESOLVED THAT pursuant to the provisions of sections 149,150, 152 and other applicable provisions of the Compa- nies Act, 2013, and the rules made thereunder read with schedule IV of the Companies Act, 2013 and the Companies (Appointment and Qualification Of Directors) Rule, 2014, Mrs. Anita Agrawal (DIN:02602741), who was appointed as Additional Independent Director of the Company w.e.f. 23.07.2018, and who is holding office of director till this AGM and in whose respect a Notice under section 160 of the Companies Act, 2014, proposing her candidature for appointment as lndependent Director of the company has been received from a shareholder of the company, be and is hereby appointed as lndependent Director of the company for a fixed term of five ( 5 ) years w.e.f. 26.09.2018 and she is not liable to retire by rotation."

BY ORDER OF THE BOARD

FOR MULTIMETALS LIMITED

DATE :AUGUST 13,2018

REGISTERED OFFICE: (B. S. TANWAR)

Heavy Industries Area, Kansua Road. Kota - 324 003 (Rajasthan) SECRETARY

CIN: ~ 2 7 1 0 1 ~ ~ 1 9 6 2 ~ ~ ~ 0 0 1 5 1 9

MULTIMETALS LIMITED

NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and on a poll to vote instead of himselflherself. The proxy need not be a member of the company. A blank proxy form is enclosed. The proxy form duly stamped and executed should be deposited at the registered office of the company at least 48 hours before the time fixed for the commencement of the meeting.

A person can act as a proxy on behalf of members not exceeding fifty holding in the aggregate not more than ten percent of the total share capital of the company carrying voting rights. A member holding more than 10 percent of the total share of the company carrying voting rights may appoint a single person as proxy or such person shall not act a s a proxy for any other person or shareholder.

2. Corporate members intending to send their authorized representative to attend the meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the meeting.

3. MernberslProxies should fill the Attendance Slip for attending the Meeting and bring their Attendance slips along with their copy of the Annual Report to the Meeting.

4. In case of Joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

5. Brief resume of directors including those proposed to be appointed or re- appointed, nature of their expertise in specific functional areas, names of companies in which they hold Directorships and memberships1 Chairmanships of Board Committees, Share holding & relationships between directors inter- se as stipulated under regulation 36(3) of SEBl (Listing obligations and disclosures requirements) Regulations, 2015 are provided in the Corporate Governance Report forming part of the Annual Report.

6. The Board has notified closure of Register of members and Share Transfer Books from 20th September, 2018 to 26th September, 2018 (both days inclusive) for the purpose of 54th Annual General meeting.

7. Members wishing to claim dividends that remain unclaimed are requested to correspond with the registrar and share transfer agents or the company secretary at the Company's registered office. Members are requested to note that dividends that are not claimed within seven years from the date of transfer to the company' unpaid dividend account, will, as per section 124 of the Companies Act, 2013, be transferred to the Investor Education and Protection Fund (IEPF). Shares on which dividend remains unclaimed for seven consecutive years will be transferred to the IEPF as per section 124 of the Act, and the applicable rules.

8. Relevant documents referred to in the accompanying notice or the statutory registers, as applicable to the Company, are open for inspection at the Registered Office of the Company on all working days (barring Saturday and Sunday) between 11 .OO a.m. to 1 .OO p.m. prior to the date of the AGM.

9. Members who have not registered their e-mail address so far are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc, from the Company electronically.

10. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of Item no 5 to 8 set out above is annexed hereto.

11. Voting through electronic means:

Pursuant to provisions of section 108 of the Companies Act' 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to offer e-voting facility to the members to cast their votes electronically on all resolutions set forth in the notices convening the 54th Annual General Meeting to be held on Wednesday, the 26th September, 2018 at 11.00 A.M. The Company has made necessary arrangement for e- voting on CDSL platform. The Company has appointed MIS JPS &Associates, Company Secretaries, Jaipur, to act as Scrutinizer for the e-voting process.

The instructions for shareholders voting electronically are as under:

( i ) The voting period begins on 23rd September, 2018 at 9.30 a.m. IST and ends on 25th September, 2018 at 5.00 p.m. IST. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as

El

MULTIMETALS LIMITED

on the cut-off date (record date) of 20th September, 2018, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotin~india.com.

(iv) Click on Shareholders.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

For Members holding shares i n Demat Form and Physical Form

I PAN 1 Enter your 1 0 digit alpha-numeric ' P A N issued by Income Tax ~ e ~ a r t m e n t l

(Applicable for b o t h demat shareholders as well as physical shareholders)

Members w h o have n o t updated their PAN wi th the Company/Depository Participant are requested t o use the first two letters o f their name and the

I 8 digits o f the sequence number i n the PAN field.

, I n case t h e sequence number is less than 8 digits enter the applicable

I number o f 0's before the number after t h e first two characters o f the1

I name in CAPITAL letters. Eg. If your name is Ramesh Kumar w i t h sequence I

I I number 1 then enter RAOOOOOOOl i n the PAN field.

dividend ; ~ n t e r the ~ i v i d e n d Bank Details o r Date o f Bir th i n dd/mm/yyyy format as

i recorded in your demat account or in the company records i n order t o login.

Details 1 I Bank

I Or I f bo th the details are no t recorded wi th the depository o r company please I I Date o f ! enter t he member id / folio number in the Dividend Bank details field as1

Birth

. . . .. ..

ment ioned i n instruction (iv)

(ix' After entering these details appropriately, click on "SUBMIT" tab.

(r Members holding shares in physical form will then d~rectly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN for the relevant Company i.e. MIS Multi Metals Limited on which you choose to vote

(xiii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YESINO for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO

MULTIMETALS LIMITED

implies that you dissent to the Resolution.

(xiv) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

(xvi) Once you 'CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take out print of the voting done by you by clicking on "Click hem to print" option on the Voting page.

(xviii) If a Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(a) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m- Voting app can be downloaded from Google Play Store, iPhone and Windows phone users can download the app from the App Store and the Windows Phone Store respectively on or after 30th June 2016. Please follow the instructions as prompted by the mobile app while voting on your mobile.

( ) Note for Non - Individual Shareholders and Custodians

w Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotinaindia.com and register themselves as Corporate.

rn A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

After receiving the login details they have to create a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

w The list of accounts linked in the login should be emailed to [email protected] and on approval of the accounts they would be able to cast their vote.

w A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(mi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].



DATE :AUGUST 13.2018

REGISTERED OFFICE:

Heavy Industries Area, Kansua Road, Kota - 324 003 (Rajasthan)

CIN: L2710lRJ1962PLC001519

(9. S. TANWAR)

SECRETARY

MULTIMETALS LIMITED

EXPLANATORY STATEMENT PURSUANT SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No. 5

Having regard to the valuable services and guidance received from Mr. Rajendra Agrawal. Managing Director, the Board and Remuneration Committee of the company, deem it p ~ d e n t that his remuneration should be increased suitably and recommended to increase his remuneration from existing Rs. I ,50.0001- per month to Rs. 3,00,000/- per month and a commission up to 2.00% on Net Profit for the year (before tax) be also paid to him as incentive for better performance w.e.f. 01.10.2018.

Increase in remuneration of Managing Director attracts provisions of section 197 and 198 read with schedule V of the Compa- nies Act, 2013, according to which the increase in remuneration should be authorised by the members in the general meeting by passing a special resolution in this respect. Hence, this resolution is placed for consideration of members and if thought fit to be passed as a special resolution, with or without modification.

All the Directors, except Mr. Aashish Maheshwari, Mr. Vijay Kumar Jain, Mrs. Anita Agrawal and Mr. Aakash Kabra, being relatives of Mr. Rajendra Agrawal, may be considered interested in this resolution.

The following additional detailed information as per Section - II of Schedule V is as follows:

I. General Information:

a. Nature of industry:- Manufacturing of Copper and Alloy Tubes.

b. Date or expected date of commencement of commercial production:- ~ommercial production commenced in 1962.

c. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not applicable.

d. Financial performance based on given indicators:

Financial year 2017-1 8 Gross Revenue:Rs. 15025.03 Lakhs

Profit after Tax:Rs.618.78 Lakhs

Earnings per Share: Rs.5.181-

e. Foreign investments or collaborators, i f any:- N. A.

II. lnformation about the appointee:

f. Background details:-Mr. Rajendra Agarwal is aged about 54 years. He was appointed on 02.03.2006 as Managing Director of the company. He is a commerce graduate and is having versatile and very rich experience of business and industry of more than 30 years.

9- ~ast'remuneration: - The remuneration drawn by Mr. Rajendra Agarwal during FY 2017-18 is Rs. 20,21,0001 - as salary plus commission of Rs.15,13,643/-.

h. Recognition or awards:-N. A.

I. Job profile and his suitability:-Mr. Rajendra Agawal is Managing ~irector of the Company since 2006. He supervises, control and guide the entire activities of the Company and is having substantial powers of the day to day management of the company.

j- Remuneration Proposed:- Rs.3,00,0001- per month plus commission up to 2.00%.

k. Comparative remuneration profile with respect to industry, size o f the Company, profile of the position and person:-Taking into account his capabilit~es and experience and the responsibilities shouldered by him, the aforesaid remuneration is commensurate with the remuneration package paid to similar appointees in other companies in general.

1. Pecuniary relationship directly or indirectly with the Company, or relationshipwith the managerial personnel, i f any:-None except managerial remuneration.

Ill. Other information:

m. Reasons of loss or inadequate profits:- The Company is a profit making company. Only for the purpose of paymentof Managerial Remuneration, the Company had inadequate profits, which was due to reasons be- yond its control.

n. Steps taken or proposed to be taken for improvement:- Continued efforts on technology ~ ~ - ~ r a d a t i o n will result into overall improvement in the coming years.

0. Expected increase in productivity and profits in measurable terms:-Not ascertainable.

MULTIMETALS LIMITED

ltem No. 6

During the normal course of business the Company needs to enter into various transactions with certain related parties. Although the management of the Company endeavor to undertake the transactions at Arms Length Price, However, at times it may happen that establishing the Arms Length Price is very difficult or not possible because of peculiar nature of transactions and under such circumstances, these kind of transactions may attract the provisions of section 188 of the Companies Act, 2013.

Further, since the paid-up capital of the Company is above of 10.00 Crores, therefore in terms of provisions of first proviso to sub section (1) of section 188 read with Rule 15(3)(i) of the Companies (Meeting of Board and Committees) Rules, 2014, the company required to obta~n approval of the members of the Company for undertaking any related party transactions I arrangement.

In view of the above, approval of members is being sought for following related party transactions:-

Therefore the Resolution placed at item no.5 is proposed for consideration of shareholders and if thought fit to be passed as a special resolution.

ltem No. 7

S. \lo.

-- -

1.

2.

3.

-

4.

5.

The Board of Directors of the Company on recommendation of the Audit Committee approved the Appointment and remuneration of MIS S N Mittal & Co., Cost and Works Accountants, Kota, as Cost Auditor to conduct the audit of cost records of the Company for the Financial Year ending March 31, 2019.

In terms of the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is to be ratified by the members of the Company. Accordingly, the Consent of the Members is sought for ratification of remuneration payable to the Cost Auditor for the financial year ending on March 31, 2019 as set out in the resolution.

The Board recommends the Resolution as set out under item no. 6 for ratification by Members.

None of the directors or their relatives is interested in the resolution.

ltem No. 8

Mrs. Anita Agrawal, who was appointed as an additional director on the board of the company w.e.f. 23.07.2018 and is holding office as such upto this Annual General Meeting, is proposed to be appointed as Independent Director by shareholders. In respect of whom a Notice under section 160 of the Companles Act, 2013 has been received from a shareholder of the company proposing her candidature for appointment as independent director of the company.

Name of relatedparty

- --

Oriental Power CablesLimited Oriental p o w e r Cables Limited Kota Dall M ill, Kota

-

Jeevan Samba1 Charitable Trust Mr.Ankur Agarwa 1

None of the directors or their relatives is interested in the resolution. BY ORDER OF THE BOARD


DATE : AUGUST 13,2018

REGISTERED OFFICE:

Heavy Industries Area, Kansua Road, Kota - 324 003 (Rajasthan)

ClN: L27101RJ1962PLC001519 \

Nature,materiaIterms,estimatedmonetary value per year and particulars of the contract o r arrangement (Value in Rs.)

- - - -- - - . - Sale/Purchase o f Copper cathodes and

-- Alu - minu - m Rods Up - to - Rs.1,00,00,000/- - -- p. a. -

Job work of Rods & Section etc. Upto Rs.50,00,000/- p. a. Renewal o f lease and license Rs. 5,16,000/- p, a.

-- Contribution given in respect of CSR up to Rs.20,00,000/- p.a.

Appointment / increase in remuneration to any office of place o f profit at a remuneration Rs.12,00,000/- p.a.

Name of the Director o r KMP

(B. S. TANWAR)

SECRETARY

Nature of relationship

who is related i f

-- any 4-L - - Mr. Mukesh Direct Kasera,CFO

- 4 -- Mr. Mukesh Direct Kasera, CFO Mr. Vasudev Aga rw a I, Chairman

-M;. Rajendra Aga rw a I,

Indirect

Direct

Managing Director / Mr. Vasudev Father Aga rw a I, Chairman 1

MULTIMETALS LIMITED

DIRECTORS' REPORT

To,

The Shareholders.

Multi Metals Limited,

KOTA.

Your Directors are pleased to submit the 54Ih Annual Report and Audited Statement of Accounts of your company for the year ended 31st March, 2018.

1. FINANCIAL RESULTS (Rs. i n Lakhs)

[ Particulars I For the year ended' For the year ended on31* March, : on 31'' arch, , 1 2018 2017 .- -- . . - . ~ ..

Sales Turnover

Profit f o r t h e year

I Less: Provision For Taxes (incl. DeferredTaxAsset/Liab~lities) 1 337.81 ' 279.88

15025.03 11627.53 1865.39 1765.75

(Before Fi M ncial Exp., Tax, Depreaa tion & Extraordinary It ems)

Financial Expenses

Depreciation & Amortization Exp. Profit before Taxes

I Net Prof i t After . . Tax

456.78 331.00 452.02 748.64 956.59 I 686.11 '

( EPS (In Rs.) 1 5.18 3.40

2. STATE OF THE COMPANY'S AFFAIRS

The sales turnover of the Company substantially increased during the year to Rs. 15025.03 Lakhs as compared to the previous year's Rs. 11627.53 Lakhs. Accordingly, profits of the Company also increased and Company posted Net Profit at Rs 618.78 Lakhs as compared to Rs 406.23 Lakhs achieved during last year. It is a matter of satisfaction that the operational efficiency of the Company has substantially improved and it is reflected in increased profitability.

Looking at the prevailing economic environment, your Directors are enthusiastic and foresee enough opportunities of witnessing promising growth in not only the domestic economy but reasonable growth in export markets.

3. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Report on Management Discussion and Analysis is annexed with this Report as Annexure-A.

4. DIVIDEND

Your directors are of a view to plough back the profits in order to meet the requirements for the increased working capital, hence the directors do not recommend any dividend to be declared for the year under review.

5. CHANGES IN CAPITAL STRUCTURE AND NATURE OF BUSINESS

There was no Change in company's capital structure and nature of business of the Company during the year under review.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company did not have any subsidiaries, joint ventures or associate company during the year under review. There- fore there is no information available to be provided under Rule 8(5) of the Companies (Accounts), Rules, 2014.

7. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There are upto 187 numbers of permanent employees on the roll of company during the year under review.

There is no information available to be provided in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)

MULTIMETALS LIMITED

Rules, 2014, as there was no employee drawing remuneration in excess of the limits set out in the said Rules, during the year under review.

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Corporate Governance Report annexed as Annexure B, however, having regard to the provisions of first proviso of Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Compliance officer and the same will befurnished on request.

8. REPORT ON CORPORATE GOVERNANCE

Your Company is fully compliant with the Corporate Governance guidelines, as laid out in regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on corporate governance is attached herewith as Annexure-B.

The Practicing Company Secretary has examined the requirements of Corporate Governance with reference to regulation 17 to 27 and clauses (b) to (i) of regulation 46(2) and paragraphs C, D and E of Schedule V of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015 and has certified the compliance, as required under the above said clauses. The Certificate in this regard is attached as Annexure-C to this Report.

The Managing Director 1 Chief Financial Officer (CEOICFO) certification as required under part B of schedule II of the SEBl Listing ~ e ~ u ~ a t i d n s is attached as Annexure-D to this Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 during the year under review, h&. Nitin Agarwal and Mrs. Priyanka Agamal, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

lndependent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of Independence.

One of the lndependent Director Mrs. Vineeta Mehta has resigned w.e.f. 23.07.2018 and in her place Smt. Anita Agrawal was appointed as an additional lndependent director w.e.f. 23.07.2018 and is proposed to be appointed as an Indepen- dent Director for five years in this Annual General Meeting.

10. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

I. In the preparation ofAnnual Accounts for the Financial Year ended on 31st March, 2018, the applicable Account- ing Standards had been followed along with proper explanation relating to material departures.

II. The Directors had 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 at the end of financial year and of the profit of the Company for the year under review.

Ill. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisipns of Companies Act, 2013 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

N. The Directors have prepared the accounts for the financial year ended on 31st March, 2018, on going concern basis.

V Proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.

Vl. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MULTIMETALS LIMITED

11. NUMBER OF MEETINGS OF THE BOARD

Five meetings of the board were held during the year. For details of the meetings of the board, please refer to the Corporate Governance Report, which forms part of this report.

12. AUDITORS

Statutorv Auditors

The company's Auditors MIS Jain Akhil & Co., Chartered Accountants, hold office of Auditors till conclusion of 58th Annual General Meeting and it is proposed to ratify their appointment at the ensuing Annual General Meeting.

The notes to the accounts referred to in theAuditorsl Report are self- explanatory and therefore do not call for any further comments.

Secretarial Auditors

Pursuant to the provisions of Section 204 of The Companies Act, 2013 and The Companies (Appointment and Remu- neration of Managerial Personnel) Rules, 2014, the Company has appointed MIS JPS &Associates, Jaipur a firm of Company Secretaries in Practice to conduct Secretarial Audit of the company for the FY 2017-18. The Secretarial Audit Report for the Financial Year ended on March 31, 2018 is annexed herewith as Annexure-E.

Reply t o Auditors Observation

As per Point VII (2) of the Secretarial Auditors Report, "the Company has not complied with regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 w.r.t. maintaining minimum public shareholding of 25Oh."

In this regard it may be noted that lhe promoters of the Company are in process of diluting their shareholding and to make due compliance.

Cost Auditors

Pursuant to the provisions of Section 148 of Companies Act 2013 read with The Companies (Cost Records and Audit) Rules, 2014 the Board has appointed MIS S.N. Mittal & Co. as Cost Auditors of the Company for the Financial Year 2017- 18.

Internal Auditors

Pursuant to the provisions of Section 138 of Companies Act 2013 read with the Rule 13 of Companies (Accounts) Rules, 2014, the Board has appointed Ms. Meenakshi Pokera, Chartered Accountant, Kota, as Internal Auditors of the Company.

13. EXTRACT OF ANNUAL RETURN

An extract of Annual Return in prescribed form MGT-9 as on March 31, 2018 is attached as Annexure-F to this report

14. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF COMPANY

During the year, your Directors have been entrusted with the responsibility to assist the Board by overseeing and improving the Company's enterprise wide risk management framework. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The details of Risk Management as practiced by the Company is provided as part of Management Discussion and Analysis Report attached as Annexure-A to this Report.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The of loans, guarantees and investments have been disclosed in the financial statements at note No. 2.

16. RELATED PARTY TRANSACTIONS

There were no materially significant transactions with Related Parties during the financial year 2017-18 which were in

MULTIMETALS LIMITED '

conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Note 32 of the Notes to the financial statements.

Details of the transactions are provided in Form AOC-2 which is attached as Annexure-G to this Report.

17. DEPOSITS

During the year under review, your Company did not accept or renew any deposits within the meaning of provisions of Chapter V -Acceptance of Deposits by Companies of the Companies Act, 2013 read wi!h the Companies (Acceptance of Deposits) Rules, 2014 and there remains no unpaid or unclaimed deposit with the Company at the end of financial year.

18. MATERIAL NENTS, CHANGESAND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31st MARCH, 2018 AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2018) and the date of this Report.

IS. OTHER DlSCLOSURES

Disclosures pertaining to Board Evaluation, Number of Board Meetings, Whistle Blower Policy1 Vigil Mechanism, Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Initiatives etc. are provided in Corporate Governance Report attached as Annexure-B.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant material orders passed by the Regulators I Courts I Tribunals which would impact the going concern status of the Company and its future operations during the financial year 2017-18.

21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Details of the internal Control systems and their adequacy are provided in the Management Discussion and Analysis Report attached as to Annexhe-A of this Report.

THE CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO

A statement depicting details of conservation of energy, technology absorption, foreign exchange earnings and outgo in the manner as prescribed In Rule 8(3) of The Companies (Accounts) Rules, 2014 [Chaptdr IX] is, annexed hereto and forms part of this Report as Annexure-H.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-I of this report in the fomat prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of th~s report.

ACKNOWLEDGEMENT

The Directors wish to express their appreciation for the continued co-operation of the Central and State Governments, bankers, financial institutions, customers, dealers and suppliers and also the valuable assistance and advice received from the shareholders. The Directors also wish to thank all the employees for their contribution, support and continued coperation throughout the year.


PLACE: KOTA DATE :AUGUST 13,2018 (VASUDEV AGRAWAL)

CHAIRMAN

1 ' MULTIMETALS LIMITED I

ANNEXURE A

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A ECONOMIC SCENARIO:

lndia has emerged as the fastest growing major economy in the world as per the Central Statistics Organisation (CSO) and International Monetary Fund (IMF) and it is expected to be one of the top three economic powers of the world over the next 10-15 years, backed by its strong democracy and partnerships. India's GDP is estimated to have increased 6.6 per cent in 2017-.18 and is expected to grow 7.3 per cent In 2018-19.

After conceding its position as the fastest growing major economy to China for a year in 2017, lndia is likely to reclaim the position in 2018, with growth expected to accelerate to 7.3% in the year, according to the World Bank's Global Economic Prospects report. The World Bank revised India's growth estimate for 2017 to 6.7% from 7% projected in October, blaming short-term disruptions caused by the newly introduced goods and services tax (GST) and a softer- thanenvisioned recovery in private investment.

The year 2017 was marked by a number of key structural Initiatives to build strength across macro-economic param- eters for sustainable growth in the future. The growth in the first half of the year suffered despite global tailwinds. However, the weakness seen at the beginning of 2017, seems to have bottomed out as 2018 set in. Currently, the economy seems to be on the path to recovery, with indicators of industrial production, stock market index, auto sales and exports having shown some uptick. We belleve that India's economic outlook remains promising for FY17-18 and is expected to strengthen further in FY18-19. However, the signs of green shoots should not be taken for granted as downside risks remain.

The biggest challenges for 2018 are as to how the economy can maintain its recovery in the face of increasing inflationary pressures, coupled with a higher' fiscal deficit as well as an increasing debt burden. The key to this conundrum lies in the revival of consumer demand and private investment.

a INDUSTRY STRUCTURE & DEVELOPMPINTS: Copper, a soft, malleable and ductile metal with high thermal and electrical conductivity i6 m e of the world's most important and widely consumed non-ferrous metals. Despite competition from other materials, copper remains the preferred electrical conductor in nearly all categories of electrical wiring. lndia is among top 20 major producers copper globally, India's Mining production is just 0.2% of world's production, whereas refined copper production is about 4% of world's production. Copper is one of the most widely used industrial metals. It is best conductor of electricity with high electrical and thermal conductivity, high strength, malleability, corrosion resistance, precision castability. Because of its high ability to form alloys with other metals, it is used in wide range of industries including engineering, electrical, etc. The International Cdpper Study Group (ICSG) has revised its forecasts for copper. According to its press release dated 20.03.2018 World refined production, World apparent refined usage has shown a positive increase, however, World mine production has declined and copper balance for 2017 indicates a deficit. The copper industry outlook is also looking positive for the global economy.

C. MARKET

The market of Copper Tubes can be categorized in two broad areas, viz., Domestic Market and Export Market.

~omestic Market:

The lndian Copper Industry has a moderate importance in the lndian Economy. The size of lndian Copper Industry is around five lakh tones, which as percentage of wwld copper market is only three percent. Sterlite Industry, Hindalco and Hindustan Copper are major producer of refined copper in India. Copper Price in lndia is fixed on the basis of LME rates and Rupee & US dollar exchange rate. The domestic car, power cable, electrical home appliances, which are major copper consumption sectors, are continuing to rise. India's copper market has the potential for significant growth if the per capita consumption increases.

Export Market:

lndia has emerged as net exporter of copper from status of net importer on account of rise in production. Since the dawn of new millennium the trading of copper has gathered momentum in the international market. The heavy electrical industry and the telecommunication industry are the two sectors which triggered the demand of copper metal globally. The export includes copper cathode, refined copper, wire and copper pipe, plate, copper sheet and strip, copper ore and its concentrates and molybdenum hydroxides and oxide. At present lndia is the net exporter of refined copper.

MULTIMETALS LIMITED

D. OPPORTUNITIES &THREATS:

Copper has played a significant part in the history of mankind, which has used the easily accessible uncompounded metal for nearly 10,000 years. Copper has the greatest influence on development of civilization, and still continues to make vital contribution in sustaining and improving the society. Copper goes into various usages such as building, cabling for power and telecommunications, automobiles etc. Growth in the building construction and automobile sector is expected to keep demand of copper and its products high. The export market in the Asian region presents a good opportunity for the Company. lndia is emerging as net exporter of copper Worn the status of net importer on account of rise in production by various companies.

Opportunities:

The opportunities provided by the government policies and alliances have opened a road path in front of the Company. By following available opportunities the Company will put all its efforts to reach to its goals and objective:

India has a huge growth potential in copper consumption for the next 20-25 years as the government increases focus on smart cities, rapid urbanization and investments in infrastructure.

. Demand for Copper is increasing continuously from smart cities, power, transmission and defence.

The growing environment consciousness and an emphasis on using more energy-efficient appliances would also help to protect demand for copper in India.

The key growth drivers in the country are the continuing demand from power and construction sectors

Since the trade barriers and policies of countries like USA and Europe have provided a liberal hand to India, the demand for our products in those countries has accelerated. Apart from this, we also foresee good business relations from GCC countries especially Qatar and Bahrain, where the growth in infrastructure is tremendously shooting upwards.' ,

Threats:

India's free trade pacts with copper producing nations have posed a threat to the domestic industry.

. India is highly deficient in the domestic availability of copper ores and concentrates

. Raw material scarcity has also been identified as a challenge, as India imports almost 100% of its copper concentrate (basic raw material) needs.

. Price differential is the main driver for copper substitution. At current price, copper is at significant risk of substitution in roofing, plumbing tubes, refrigeration, air-conditioning. Owing to substitution, copper demand has reduced in the last few years.

Substitutes: With the relatively high volatility of copper prices (raw material) which are controlled by the London Metal Exchange (LME) over the last several years, increased attention has been paid to the issue of substitution. Some of the substitutes are Aluminum, Zinc, plastic, stainless steel, optical fiber, etc.

Continuous attrition of skilled manpower.

Volatile market leading to volatile earnings and commodity price.

Rising cost of inputs.

Competitive Rivalry: Competitive pricing strategy adopted by competitors due to trade economies may pose threat on market pricing leading to a reduced return as compared to expectations.

Three major players dominate the Indian copper scene - HCL, Hindalco and Sterlite Industries from the private space.

New Entrants: Stiff competition is faced from Chinese producers as well as producers within the country which include the SSI (Small Scale Industry) and unorganized sector players.

Due to decreasing value of Rupees in world market, rise in interest rates, inflation and slow down in global economies may lead to drop in global commodities demand.

Increasing regulatory pressure on environment, safety and sustainability.

Increasing protectionist attitude of advanced economies like U.S. and U.K.

MULTIMETALS LIMITED

. Increased Pressure on Profitability an0 due to pressure on Price.

E CHALLENGES:

Import dependency, green issues and duty structure are the major 'challenges that Indian copper industry is facing currently. The domestic copper industry's path to growth is impeded by improper waste management, rising exchange rates, high costs associated with shipping concentrates and competition from other countries which have a duty benefit on cathodes via free trade agreements, shrinking global prices, low profit margins, slowdown of global growth continues, persistent weakness in aggregate demand in developed countries continues to dampen global growth, while low commodity prices, mounting fiscal and current-account imbalances and policy austerity have further decreased the growth prospects of many export oriented countries and the country's underdeveloped downstream industries which, in turn, limit demand for the metal. This weakened growth prospects have been further aggravated by severe weather- related shocks, political challenges and large capital outflows in many developing regions. India forecast to register the fastest gains of any major copper metal market through 2019. Robust increases in domestic building construction activity, driven in part by an expanding urban population and government investment, will underpin gains in local copper consumption.

F. HUMAN RESOURCE DEVELOPMENT:

The biggest strength of the Company has always been its people. Only with their participation we have managed to achieve a healthy work culture, transparency in working, fair business practice and a passion for efficiency. The Com- pany follows a unique, home grown philosophy of allowing people to set their own targets and give them the freedom to achieve Further, to enhance their skills and enrich their experience, the Company provides continuous training. This includes workshops, courses, seminars and visit to the Company's plants. Of late, we have also started in-house conferences for various disciplines. All of this, we believe, has nurtured a strong sense of belonging among our People.

The Industrial Relations in the Company during the financial year 2017-18 were peaceful and harmonious. Over the years, employee's participation in management has been the backbone of harmonious Industrial. Various steps were taken for the efforts aimed at development of human resources are being made by the company.

G RISK AND CONCERNS:

Inflation, demand and supply dynamics, impact of debt crisis in Euro zone on copper prices are some of the risks involved. The fundamental outlook for copper is given in this report on the basis of prevailing market conditions. In case of any ambiguity, the situation for copper may change.

Our businesses are subject to several risks and uncertainties and are no different from any other company, in general, and its competitors in particular. These are results of the business environment in which we operate and certain factors over which we have little or no control. This risk includes:

Health, Safety and Environment: Copper production is not an environmentally benign activity. From mining and milling through hydro and hydrometallurgicat processing to refining, copper production can have significant adverse impacts on air quality, surface and ground water quality and the land. It creates substantial adverse impact on the health of the living being.

Technology Risks: One of the biggest risks before the Group is to ensure that its plants are equipped with upto date technologies that can give cost competitiveness and R&D leadership. For this purpose, the Group has not cut back the necessary capital investments in relation to the same and continues to enhance and deploy R&D capabilities.

Regulatory & Compliance Risks: Global operations require compliance with multiple and complex laws and regulations. In countries where the political systems are still evolving, frequent changes in economic policy are common, investment guarantees and property rights are secured, any unforeseen changes can expose the Group's businesses to uncertainties.

Financial Risk: Metals price risk management is a key issue related to financial risk in metal markets because of uncertainty of commodity price fluctuation, exchange rate, interest rate changes and huge price risk either to metals producer or consumer. The fluctuations in the metal prices as regulated by London Metal Exchange, World's premier non-ferrous metals market that governs International metal prices, further exposes the Company to financial risks since the domestic prices are unwaveringly linked to international prices.

Foreign Exchange Fluctuations and Interest Rate Risk: Earnings in local currency are based upon import parity prices the Company's business is also exposed to foreign exchange fluctuations and interest rate risk.

To sustain its grip over the market and allay the above mentioned risks, the management continues to devise and follow suitable strategies for risk avoidance and risk advertence. Multi Metals Ltd. has insured its assets and operations

MULTIMETALS LIMITED

against a wide range of risks, as part of its overall risk management strategies.

H INTERNAL CONTROL SYSTEMS:

We have always believed that transparency, systems and controls are important factors in the success and growth of any organization. The company is committed for maintaining high standards of internal control and risk management to provide the appropriate assurances to all stakeholders. The Company has an internal control system which is commensurate with its size and nature of its business. The internal control system ensures that all the assets of the Company are safeguarded from loss, damage or disposition. Checks and controls are in place to ensure that transactions are adequately authorised and recorded and that they are reported correctly. The strength of a business's internal control environment also forms a component of senior managers' performance appraisals. The internal control systems are appended by an independent and objective tn-house system of internal audit, review by management on an on-going basis. The main objective of internal audit is to provide to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisation's risk management, control and governance processes. Proper internal control system also assesses opportunities for improvement in business processes, systems & controls and may provide recommendations, designed to add value to the organisation.

1. FINANCIAL PERFORMANCE REVIEW:

The production achieved by our Company during the financial year 2017-18 was 2479.50 MT as against the last financial year, where production achieved was 2103.21 MT; depicting increase of 376.29 MT. The turnover of the company increased from Rs. 11627.53 Lakhs during the FY 2016-17 to Rs. 15025.03 Lakhs during the FY 2017-18. The company has achieved export sales of Rs. 11667.73 Lakhs during the 2017-18 as against Rs.7675.57 Lakhs during the last year (2016-17). Accordingly, the Net Profit (after tax) of the company also increased to Rs.618.78 Lakhs during the FY 2017-18, as against last years' Rs. 406.23 Lakhs.

J. FUTURE OUTLOOK:

The business model of the company remains extremely well-placed for the long-term. As per the estimates lndia is likely to be the third largest copper market in 2020 with a market size of 1.75 million tones. lndia has a huge growth potential in copper consumption for the next 20-25 years as the government increases focus on smart cities, rapid urbanization and inveS4ments in infrastructure. lndia is expected to be the 6th largest copper market by 2020 with major consumption sectors being - Electrical, Transport and Telecommunications.

Demand for copper is rising due to substantial use of copper in electric vehicles, such as in lithium-ion batteries and rotary motors. An average pure battery-powered electric car uses about four times the amount of copper than conven- tional internal combustion engines.

The Indian Economy is unstable but showing signs of revival in near future. The increase in building and construction industry and increase in demand of luxury items and also with increase in demand of electric consumption both in domestic as well as industry levels. By 2050, India's economy is projected to be the world's second-largest, behind only China.

The coming financial year will bring many opportunities challenges for the wider economy, and of course individual businesses as well. At a time when the economy is steadily growing and also opening-up, there is tremendous scope for growth of copper in the future. In the coming years min~ng of Copper ore will increase substantially and there will be more scope for copper production in India."

K CAUTIONARY STATEMENT:

Statement in the Management Discussion & Analysis, describing the Company's objectives, projections, estimates & exceptions may be "forward looking statements" within the meaning of applicable securities laws & regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company's operations include economic conditions affecting demand1 supply and price conditions in the domestic & overseas markets in which the Company operates & changes in the Government regulations, tax laws & other statutes & other incidental factors.


PLACE: KOTA DATE :AUGUST 13.201 8 (VASUDEV AGRAWAL)

CHAIRMAN

MULTIMETALS LIMITED

Annexure B

CORPORATE GOVERNANCE REPORT

Corporate Governance is a continuous process, which incorporates every sphere of management, from internal set of controls and action plans to performance evaluation and disclosures. It is vital for any organisation to have a dynamic approach to Corporate Governance and we at MML encompass this for transformative excellence in perpetuity.

In harmony with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') the Report on Corporate Governance expresses I reverberates the ideology of Corporate Governance Systems at Multi Metals Limited ("the CompanyIMML").

Company's philosophy on Corporate Governance.

As the Company's philosophy on Corporate Governance is founded upon a rich legacy of fair, ethical and transparent governance practices, many of which were in place even before they were mandated by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Through the governance mechanism in the Company, the Board along with its Committees undertakes its fiduciary responsibilities to all its stakeholders by ensuring transparency, fair-play and independence in its decision making.

Rights of Shareholders

Your Company protects and facilitates shareholders' rights, provides adequate and timely information, opportunity to participate effectively in general meetings and ensure equitable treatment to all shareholders.

Role of stakeholders in Corporate Governance

Your Company recognizes the rights of stakeholders and encourages co-operation between the Company and stakeholders to enable participation in Corporate Governance process.

Disclosures and transparency

Your Company ensures timely and accurate disclosure on all material matters including the financial position, performance, ownership and governance of the Company.

Transfer of unclaimed dividend to Investor Education & Protection Fund

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the company has transferred the unclaimed and unpaid dividend of Rs. 24,9401 -. Further 67607 Equity Shares were transferred as per the requirements of the IEPF rules.

Board of Directors:

Composition of the Board

The Board of Directors comprises of eight members, of which five are Non-Executive Directors who account for about 62.5% of the Board's strength as against minimum requirement of fifty percent. The Company is having four Independent Directors

on the Board. The Board of Directors of the Company is having a balanced blend of experience, knowledge, professionalism and youth enthusiasm, which is driving the Company perfectly. The details in respect of all the Board members during the year, is given in the following table:


Board Meetings and Attendance:

S . Name of Director No.

1. Mr. Vasudev

Agarwal

2 . Mr . Rajend ra

Agarwal

3. M r . Aashish Maheshwari

4. Mr . Vijay Kumar Jai n

5. Mr . N i t in Agrawal

6. Mrs. Priyanka

AgrawaI 7. Mrs. Vineeta

Meh ta

8. Mr . Aa kash Kab ra

Five Board Meetings were held during the Financial Year 2017-18 and the gap between two meetings did not exceed four months.

The details of meetings attended by the Directors are given,below:

Director ldentifica ti

on Number (DIN

01217145

00345629

00345457

00383337

00383246

01489930

00383296

06659132

lndependent Directors

Category

N on- Executive

Executive

N o n - Executive

N o n - Executive

Executive

Executive

N u n -

Executive N o n -

Executive

. . .

Date of Mr. Meet ing I Vasudev

1 i Agarwal

29.05.2017 i YES

10.08.2017 i YES ..

13.09.2017- 1 YES . . . . . . .

06.12.2017 1 YES . . . . . . . . . . -

12.02.2018 : . Y E S - ~- ~ .- . .

Your Company appointed lndependent Directors who are renowned people having expertiselexperience in their respective fieldlprofession. None of the lndependent Directors are Promoters or related to Promoters. They do not have pecuniary relationship with the Company and further do not hold two percent or more of the total voting power of the Company.

Every lndependent Director, at the first meeting of the Board in which helshe participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that helshe meets the criteria of independence as mentioned under regulation 16(l)(b) of the SEBl (Listihg Obligations and Disclosure Requirements) Regulations, 2015 read with section 149(6) of the Companies Act, 2013. .

Board Meet-

ings Atte- ned

5

5

5

5

3

2

5

5

. . . -. -. .

Mr. Mr. Rajendra Aashish

Agarwal I Mahesh

i w a r i

. . . . YES 1 . YES

. . ,

.- - YES ! YES . .~ --

YES YES

YES " 1 YES I- . . . . . . .

YES ; YES - -

Performance Evaluation of Directors

The Nomination and Remuneration Committee of the Board laid down the criteria for performance evaluation of all Directors. The performance evaluation has been done by the entire Board of Directors, except the Director concerned being evaluated. The criteria for performance evaluation are as follows:

Attend -ance in last AGM

bs

Yes

Yes

Yes

Yes

Yes

Yes

Yes

- . . .

Mr. 1 ' Mr. I

Vi jay Nitin Kurnar Agrawal

1 Jain I

- - YES I YES

. . . . . . . . YES i I YES --

YES YES . . . . .

YES j NO ...

YES 1 NO ..... 1~ ~~ --

Business relationshipwith Mult ime

ta l

- Mrs .

Pr iyanka

Agrawal

YES ~ . .~

. . . . YES - ' N O .- . . .

N O -. . . No

. . . . . . . .

. . .

Mrs. Mr. ;

Vineeta Aakash 1 M e h t a i Kabra ;

i

YES YES '

.... Y E S . j - YES i

- .i YES , i . - YES , . . . . '---I

.. YES I YES I YES ' t Y ~ j ' - '

. . - _1 - .'

Other Direct-

orship(~)

4

2

N i l

1

5

1

Ni l

N i l

Committee

Member

1

5

4

1

1

3

Memberships Chairman

1

1

2

1


Role & Accountability

- Understanding the nature and role of Independent Directors' position.

- Understanding of risks associated with the business

- Application of knowledge for rendering advice to mwagement for resolution of business issues.

- Offer constructive challenge to management strategies and proposals.

-Active engagement with the management and attentiveness to progress of decisions taken.

Objectivity

- Non-partisan appraisal of issues.

- Own recommendations given professionally without tending to majority or popular views.

Leadership & Initiative

- Heading Board Sub-committees.

- Driving any function or identified initiative based on domain knowledge and experience.

Personal Attributes

- Commitment to role & fiduciary responsibilities as a Board member.

- Attendance and active participation.

- Proactive, strategic and lateral thinking.

Whistle Blower Policy

Your Company has established a Vigil Mechanism1 Whistle Blower Policy to etlable stakeholders (including Directors and employees) to report unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy provides adequate safeguards against victimization of Director(s)lemployee(s) and direct access to the Chairman of the Audit Committee in exceptional cases. The Protected Disclosures, if any reported under this' Policy will be appropriately and expeditiously investigated by the Chairman.

Your Company hereby affirms that no Director1 employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

Audit Committee

The Audit Committee which acts as a link between the management, external and internal auditors and the Board of Directors of the Company is responsible for overseeing the Company's financial reporting process by providing direction to audit function and monitoring the scope and quality of internal and statutory audits.

The Cgmpany is having a duly constituted Audit Committee. The scope of the activities of the Audit Committee is as set out in Regu: ition 18 of SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Comt-mies Act, 2013. The terms of reference of the Audit Committee are broadly as follows:

a. To review compliance with internal control systems;

b. To review the findings of the Internal Auditor relating to various functions of the Company;

c To hold periodic discussions with the Statutory Auditors and Internal Auditors of the Company concerning the accounts of the Company, internal control systems, scope of audit and observations of the Auditorsllnternal Auditors;

d. To review the quarterly, half-yearly and annual financial results of the Company before submission to the Board;

e. To make recommendations to the Board on any matter relating to the financial management of the Company. including Statutory & Internal Audit Reports;

f. Recommending the appointment of cost auditors and statutory auditors and fixation of their remuneration;

MULTIMETALS LIMITED - 9. Review of Cost Audit Report;

h. Reviewing the Company's financial and risk management policies;

I. To review compliance related with whistle blower mechanism.

The Audit Committee of the meeting is headed by Mr. Aashish Maheshawari, a Qualified Chartered Accountant. The Audit Committee met five times during the Financial Year 2017-18.

The composition of the Audit Committee and the details of meetings attended by the Directors are given below:

YES YES YES YES YES

, Date o f Mr. Aashish Ma heshwari meeting (Chairman)

Independent, Non-Executive

YES YES YES YES YES YES YES YES YES YES

M r. Vija y Kuma r lain Mrs. Vineeta Mehta (Member) (M ember)

Independent, Independent, Non-Executive Non-~xecut ive

The necessary quorum was present at the meetings.

Nomination and Remuneration Committee.

The broad terms of reference of the Nomination and Remuneration Committee are as follows:

a. Review the performance of the Managing Director and the Whole-time Directors, after considering the Company's performance.

b. Recommend to the Board remuneration including salary, perquisites and commission to be paid to the Company's Managing Director and Whole-time Directors.

c. Finalise the perquisites package of the Managing Director and Whole-time Directors within the overall ceiling fixed by the Board.

d. Recommend to the Board, retirement benefits to be paid to the Managing Director and Whole-time Directors under the Retirement Benefit Guidelines adopted by the Board.

e. Recommend to the Board, annual evaluation of performance of Managing Director, Executive Director, Non Executive Directors and Key Managerial Personnel.

t h e Nomination and Remuneration Committee also functions as the Compensation Committee as per SEBl guidelines on the Employees' Stock Option Scheme. The Company, however, has not yet introduced the Employees' Stock Option Scheme.

No meeting held during the Financial Year 2017-2018 of Nomination and Remuneration Committee.

The composition of the Remuneration Committee is as follows:

The necessary quorum was present at the meetings.

Nomination and Remuneration Committee.

The broad terms of reference of the Nomination and Remuneration Committee are as follows:

a. Review the performance of the Managing Director and the Whole-time Directors, after considering the Company's performance.

b. Recommend to the Board remuneration including salary, perquisites and commission to be paid to the Company's Managing Director and Whole-time Directors.

c. Finalise the perquisites package of the Managing Director and Whole-time Directors within the overall ceiling fixed by the Board.

MULTIMETALS LIMITED

d. Recommend to the Board, retirement benefits to be paid to the Managing Director and Whole-time Directors under the Retirement Benefit Guidelines adopted by the Board.

e. Recommend to the Board, annual evaluation of performance of Managing Director, Executive Director, Non Executive Directors and Key Managerial Personnel.

The Nomination and Remuneration Committee also functions as the Compensation Committee as per SEBl guidelines on the Employees' Stock Option Scheme. The Company, however, has not yet introduced the Employees' Stock Option Scheme.

No meeting held during the Financial Year 2017-2018 of Nomination and Remuneration Committee.

The composition of the Remuneration Committee is as follows:

Remuneration of Directors/Key Managerial Personnel

~

Mr. Vijay Kumar Jain . (Chairman) Independent,

. Non-Executive

_ . - - - _ - _. _. -. . ., _. -. . . _ - - . -- - . . . - - - - - - . - - - - . . . .. ._ . . . . . . _ - - . Name ~. - - of . - Director ~ - - -~~

~

/ Remuneration . . . . . .. ~. /Sitt ing ~. Fee ~ - paid .. . during . . 2017-18 ~.

Vasudev . Agarwal . - . . 1 Rs. - 5,0001- . - (Sitting ~.~ ~ Fee) ~ .... ~ ~ ~

Mr. Rajendra Aga rwa I Rs.18,00f000/- (Remuneration) Rs.2,16,000/- (Contribution to Provident Fund) 1 Rs .15,13,643/- (Commission)

-- - -- -- .. . - -... . . .. 1 Rs. 5,000/- (payment . . for restricted . .. . holiday) ~ ~. ~-

Mr. Aashish Maheshwari ' Rs.10,000/- (Sitting Fee) .- . ~- ~ - . . ..---- - -. ~ ~ . . . . . ~ .

~ r . "ijay ~ ~ u m a r - - - .. l a i n . ~ 1 .. Rs.10,000/- .-- (Sitting Fee) Mr. Nitin Agrawal I Rs30,0Of000/- (Remuneration)

~

Mr. Aashish Maheshwari (Member)


Rs3,60,000/- (Contribution t o Provident Fund) 1 Rs. 8,3331- (payment for restricted holiday)

- - - - - - - - - - I Rs. 39,600/- (perquisites) - - - - - - - - --

Mrs. Priyanka Agrawal Rs30,00,000/- (Remunerat io~~ Rs3,60,000/- (Contribution to Provident Fund)

. -- - -

Mrs. Vineeta Mehta (Member)


I Rs31,280/- (Leave ~ncashment)

Mrs. Vineeta Mehta Mr. Aakash Ka bra

Mr. Bajrang Singh Tanwar / Rs. 1,08,000/- (Remuneration)

Rs. 8,3331- (payment for restricted holiday) Rs. 10,0001- (Sitting Fee) Rs.5,000/- (Sitting Fee)

(CS) I

- -- - - - - - - - - , Rs. 300/- (payment for restricted holiday) -- - --

Mr. Mukesh Kaseca (CFO) Rs. 3,36,120/- (Remuneration)

Corporate Social Responsibility (CSR) Committee.

The broad terms of reference of the CSR Committee are as follows:

a. Formulating and recommending to the Board the CSR Policy and activities to be undertaken by the Com- pany in compliance with provisions of the Companies Act, 2013 and the rules thereunder;

b. Recommending the amount of expenditure to be incurred on CSR activities of the Company;

c. Overseeing the implementation of CSR activities and projects;

d. Evaluating performance of the Company in the area of CSR;

e. Monitoring implementation of CSR policy of the Comppny from time to time;

1. Carry out any other function as directed by the Board andlor mandated by any statutory authority through any notification, amendment or modification from !ime to time.

MULTIMETALS LIMITED

The CSR Committee met one time during the Financial Year 2017-18.

The Company has entered into a MOU with Jeevan Sambal Charitable Trust for undertaking CSR activities on behalf of the Company on 23.10.2015 and company also provided Rs.14,78,100/- to the implementing agency i.e. Jeevan Sambal Charitable Trust for CSR activities.

The composition of the CSR Committee and attendance at its meeting is as follows:

Risk Management

- - - ~. . ~. . . . . .

ate of 1 Mrs. Vineeta ~ e h t a meeting (Chairman)

Independent, 1 . NonExecutive

29.05.2017 . YES -. . .- .. A . ._

Your Company laid down procedures to inform Board members about risk assessment and minimisation and has implemented the Risk Management plan and continuously monitors it.

. Details of Risk Management by the Company have been provided in the Management Discussion and Analysis Report which is attached as AnnexureA to the Directors' Report.

.. .. . . ~ ~ . ~ - .. - - . . - ~ r . Aashhh Maheshwari

( Mem her) Independent,

Non-Executive

YES .. - ~ .~ ~ ~ .~.

Investors Grievance Committee

. - - . .. . . . . . . . . - - , -- - - - Mr. Vijay KumarJain 1

(Member) . 1 Independent, 1 Non-Executive i

YES I -. . . , .~ . .. .. -

The Investor Grievance Committee of the Company is headed by Mr. Vijay Kumar Jain and is having the following constitution:

Mr. Vijay Kumar Jain : Chairman

Mr. Aashish Maheshwari : Member

Mrs. Priyanka Agrawal : Member

Having regard to the low investors' grievances, the committee had only one meeting during the year under review.

Share Transfer Committee

Share Transfer Committee which was constituted to deal with the cases like re-materialization of shares, transfer, transposition and splitting of shares in physical mode etc. The Company's share transfer committee is having the following constitution:

Mr. Vasudev Agarwal : Chairman

Mr. Rajendra Agarwal : Member

Mr. Nitin Agarwal : Member

Mr. Aashish Maheshwari : Member

Mr. D. B. Bhatnagar : Member

Mr. H. N. Gupta : Member

Mr. Bajrang Singh Tanwar : Member

Board Procedure

The Company has fully complied with the Board Procedure as recommended by SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Directors have been provided with the requisite detailed information well in advance of the Board Meetings and the same were dealt with appropriately. All the Directors who are on various committees are within the permissible limits of the SEBl Listing Regulations. The directors have intimated from time to time about their membership in the various committees in other companies.

Details of Directors seeking appointment I re-appointment at the ensuing Annual General Meeting to be held on 26.09.2018 are given hereunder:

MULTIMETALS LIMITED

S.No. Name

1

-- 2 Mrs. Priyanka 01.02.2006 1 Business , 1 Investors Grievance

Agarwal I Management 1 I Committee L

General Body Meetings

The details of General Meetings held during the last three years are as under :

AGM/ I Day I Date

j---- -- -I- Friday 1 29.07.2016

I I

5 3 r d ~ ~ ~ I Tuesday 1 19.09.2017

I Time

-

11.00 A.M. 11.00 A.M. 11.00 A.M.

/ Venue

---- I Regd. Office at Heavy Industries Area, Kota

~ppp

Regd. Office at Heavy Industries Area, Kota Regd. Office at Heavy Industries Area, Kota

Special Resolutions

Passed -

3

4

2

The Chairman of the Audit Committee was present at all the above AGMs.

Whether special resolution were put through Poll Paper last year: YES

Pursuant to section 109 of the Companies Act, 2013 and rule 21(2) of the Companies (Management and Administration) Rules, 2014, The Company has passed the special resolution in the Annual General Meeting held on 19.09.2017 through e-voting and poll at meeting.

Disclosure

(i) Details of materially significant transactions with related parties viz. promoters, directors or the management, their subsidiaries or relatives are provided in Notes to Accounts at Note 32 of the Balance Sheet, however the same were not conflicting with the interest of the Company.

(ii) No penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.

Means of Communication

(i)

(ii)

Half yearly report sent to each household of shareholders -. . - -- -

Quarterly results - which newspaper normally published in

-- - No

- - - The Free Press Journal, Mumbai . Dainik Navjyoti, Kota www.muttimetals.in NO

I

No such presentation made.

(iii) / Any web site, where displayed

(iv)

(v)

Whether it also displays official New releases and presentations made to lnstitu tional Investors / analysts The Presentations made to institutional investors or to the analysts

MULTIMETALS LIMITED General Shareholder information

Annual General Meeting to be held

Date: 26.09.201 8

Time: 11 .OO A.M.

Venue: Company's Registered Office at Heavy Industries Area, Kansua Road, Kota.

Financial Calendar

First quarterly Results : Before end of by August 15, 201 8

Second quarterly Results : Before end of by November 15, 2018

Third quarterly Results : Before end of by February 15, 2019

Audited yearly Results for the year : Before end of May, 2019

Ended 31st March, 2019

Dates of Book Closure

From 20.09.2018 to 26.09.2018 (Both days inclusive)

Listing on Stock Exchanges at :

The Equity Shares of the Company are listed at the following Stock Exchange:

1. The Calcutta Stock Exchange Association Ltd.

7, Lyons Range, Kolkata - 700 001

Listing fees have been paid to the Calcutta Stock Exchange Association Ltd., Kolkata for the year 2018-19.

Registrar and Share Transfer Agent

The Company has appointed MIS Sharex Dynamic (India) Pvt. Ltd., Unit - 1, Luthra Industrial Premises, Andheri Kurla Road, Safed Pool, Andheri (East), Mumbai - 400 072 as Registrar and Share Transfer Agent.

Share Transfer System

Share transfers are registered and returned by the Registrar and Share Transfer Agent within a pericd of 30 days from the date of receipt, if the documents are clear in all respects.

Stock ~ a r k e t Data

Though the Company's shares are listed at Calcutta Stock Exchange, however there is no trading in the Company's shares at the Stock Exchange, hence monthly High and Low quotations as well as the volume of shares traded are not given.

Distribution of Share holding

The Shareholding Distribution as on 31st March, 2018 is as given below: . . . . . . .~~ -

Percentage o f Shareholding

0.20 % 0.25 %

-- ~ - ~- .

S.No. No. o f Equity Shares held I . .

1. ]Upto100 2 1101-200 3 201-500 158 55353 - - .~ ~ ~~ ~ . - ~ -- .~ ~ . 0.46 % -. . . - - -

4 501-1000 98 I:.'.: 73743 ~- - . .. 0.62 - % - ~ --

5 1001-5000 - - ~ . . 59 . 1 117684 .- .- ~~~.

0.98 % - -

6 5001-10000 4 31626 0.26%- 7 11 395308 3.31 % 8 l100001&above 11 11223063 93.92 %

Total 845 11950000 100.00 %

- ..... - . . . . . . . . .- No. o f i ~ b ( o f Shares

Shareholders

3 23 23429 181 1 29794

MWLTIMETALS LIMITED

Shareholding Pattern as on 31'' March, 2018

Dematerializatior; o f equity shares In addition to CDSL, the company has also signed agreement with NSDL for dematerialization of shares and accordingly the shareholders of the company having their demat account with NSDL may get their shares dematerialize. Nearly 89.28% of total equity share capital IS held in dematerialized form. ISlN number: INE004F01013 Plant (Manufacturing Unit) Heavy lndustries Area, Kansua Road, Kota - 324 003 (Rajasthan) Address for Investors correspondence 1. MIS Sharex Dynamic (India) Private Limited

Unit - 1, Luthra Industrial Premises, Andheri Kurla Road, Safed Pool, Andheri (East), Mumbai - 400 072

2. MIS Multi Metals Limited Heavy lndustries Area, 'Kansua Road, Kota - 324 003 (Rajasthan)

Directors' Profile

1. Mr. Vasudev Agarwal is aged about 64 years. He was appointed on 19.03.2005 as Director of the company. He is later on designated as Chairman of the Board. He commands a rich experience of trading business. Apart from Multimetals Limited, he is also director in following companies :

-~ ~ - r . . - '

/ ~ . o f S. / Category No. 1 Share ' holders

. ._ . - _ . -_ i 1. 1 Banks, Financial Institutions & ! 2

1 insurance companies ! ! .. . .- -- ~~- -. . .~ ~ - -

2. i Corporates ! 18 --- . .. ~~ ~ . ~ - .. .. - -~ .~ -- - ~ -

3. i NRls / OCBs --P-..t - - .. 6

. . - . .

4 Prom o te rs i . 7 5. 1 Public Shareholding 1 812

-Agrasen Agro lndustries Pvt. Ltd.

. Ex--- Share

holders - -

0.24

2.1 3 --- - ~

0.7 1 ~-

0.83 96.09 100 I

I Total

- Tirupati Balaji Estates Pvt. Ltd.

8 45

- Jammu Mettalic Oxides Pvt. Ltd.

No. o f Shares

. held ~-

- Baran Roller Flour Mills Private Limited

% o f Share holding

,

Mr. Rajendra Agarwal is aged about 54 years. He was appointed on 02.03.2006 as Managing Director of the company. He is a commerce graduate and is having versatile and very rich experience of business and industry of more than 36 years. Apart from Multimetals Limited, he is also director in following companies:

45949 1 0.38% I

- ~pp-~ - -

1315742 1 11.01% . . . -~ -. -~

8880 i 0.07% - .. ~ -..

10036826 1 83.99% 542603 4.54%

11950000 1 100.00%

- Gujarat Energy Food (Bavla) Ltd

- Gujarat Agro Nutritions Foods lndustries Private Limited

3. Mr. Ashish Maheshwari appointed on 25.06.2005 as Director of the company.He is of 45 years of age and a qualified Chartered Accountant and having handful experience of business and industries.

4. Mr. Nitin Agarwal is aged about 38 )/ears. He was appointed on 01.02.20& as Whole - Time Director of the company, He is a young Engineer and Management Graduate and successfully handling the production and marketing management of the company. Apart from Multi metals Limited, he is also director in following companies:

MULTIMETALS LIMITED

- Jammu Metallic Oxides Pvt. Ltd.

- Edila Business World Pvt. Ltd.

- Tirupati Balaji Estates Pvt. Ltd.

- Acechamps lndtlstrial Park Pvt. Ltd

- Gujarat Energy Food (Bavla) Ltd.

5. Mrs. Vineeta Mehta is aged about 47 years. She was appointed on 23.09.2006 as Director of the company. She is a Graduate and having good experience in business.

6. Mr. Vijay Kumar Jain appointed on 25.06.2005 as Director of the company. He is Science Graduate and having handful experience of business and industries, being 54 years of age. Apart from Multimetals Limited, he is also director in Mls Sewaram Agrotech Private Limited.

7. Mrs. Priyanka Agawal is aged about 37 years. She was appointed on 01.02.2006 as Whole - Time Director of the company. She is a young Management Graduate and successfully handling the cable plant of the company. Apart from Multimetals Limited, she is also director in MIS Agrasen Agro Industries Pvt. Ltd.

8. Mr. Aakash Kabra is aged about 27 years. He was appointed on 06.09.2013 as Director of the company. He is a Graduate and having a good experience in business.

BY ORDER OF THE BOARD I

PLACE: KOTA DATE :AUGUST 13.2018 (VASUDEV AGRAWAL)

CHAIRMAN

MULTIMETALS LIMITED

Annexure C

Corporate Governance Compliance Certificate

The Members of

Multimetals Limited,

Kota

We have examined the compliance of conditions'ofcorporate' governance by Multimetals Limited, Kota for the period from 1st April, 2017 to 31st March 2018, as per SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of the corporate governance. It is neither an audit nor an expression of opinion on the financial statement of the Company.

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

I. We certify that the Company has complied with the conditions of corporate governance as stipulated in the above-mentioned Listing Regulations.

ii. We state that no investor grievance is pending for a period exceeding one month against the Company, as certified by the share transfer agent of the Company, based on the records maintained by them.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or the effectiveness with which the management has conducted the affairs of the Company.

FOR JPS &ASSOCIATES

COMPANY SECRETARIES

PLACE: JAIPUR

DATE :AUGUST 13,2018

(JAI PRAKASH SHARMA)

PARTNER

CP NO. 13099

MULTIMETALS LIMITED

Annexure D

CEOlCFO Certificate

To,

The Members of


Kota

1. We have reviewed financial statements and the cash flow statement of Multimetals Limited for the year ended 31st March, 2018 and to the best of our knowledge and belief:

i. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii. These statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards applicable laws and regulations.

2. There are, to the best of our knowledge and belief no transaction entered into by the Company during the year which are fraudulent, illegal or violate the Company's Code of Conduct.

3. We accept responsibility for establishing and maintaining internal control for financial reporting and we have evaluated the effectiveness of the Company's Internal control systems pertaining to financial reporting.

We have not come across any reportable deficiencies in the design or operation of such internal controls

4. We have indicated to the auditors and the Audit Committee

i. That there are no significant changes in the internal control over the financial reporting during the year

ii. That there are no significant changes in the accounting policies of the company during the year; and

iii. That there are no instances of significant fraud of which we have become aware.

PLACE: KOTA (Rajendra Agarwal) (Mukesh Kasera)

DATE: AUGUST 13,201 8 Managing Director

DIN:-00345629

Chief Financial Officer

MULTIMETALS LIMITED

Annexure-E

SECRETARIALAUDIT REPORT FOR THE FINANCIALYEAR 2017-18

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20141

The Members,


Heavy Industrial Area,

Kansua Road, Kota 324003.

(I) We have conducted the secretarial audit of the compliance of applicable statutory provisions and adherence to good corporate practices by Multimetals Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts and statutory compliances and expressing our opinion thereon.

(11) Based on our verification of the Company's statutory registers and records, minutes books, forms and returns filed with various authorities and other records maintained by the Company and also the information and explanation provided by the Company, its officers, agents and authorised representatives during the conduct of Secretarial Audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2018 complied with various provisions of statutory enactments listed hereunder at clause (Ill) and that the Company has proper Board processes and compliance mechanism in place to the extent and in the! manner and subject to the reporting made hereinafter.

(Ill) We have examined the Statutory Registers, Minutes books of the General Meetings, Board Meetings and Committee Meetings, Forms and Returns filed with various Authorities and other records maintained by the Company for the financial year ended on March 31, 2018, according to the provisions of:

1. The Companies Act, 2013 and the Rules made there under;

2. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made there under;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(IV) The Following regulations and Guidelines prescribed under the Securities and Exchange Board of lndia Act, 1992 (SEBI Act):-

a. The Securities and Exchange Board of lndia (substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of lndia (Issue of Capital and Disclosure Requirements) Regulations, 2009;

c. The Securities and Exchange Board of lndia (Regis!rar to an issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client;

d. The Securities and Exchange Board of lndia (Prohibition of Insider Trading Regulations 1992);

e. The Securities and Exchange Board of lndia (Listing Obligations and Disclosure Requirements) Regulations, 2015;

4. The Indian Stamp Act, 1899;

5. The Income Tax Act, 1961 ;

6. The Central Excise Act, 1944;

7. Service Tax Laws;

8. The Central Sales Tax Act, 1956;


9. The Rajasthan Value Added Tax Act, 2003

10. Employees Provident Fund and Miscellaneous Provisions Act, 1952;

11. Employees State Insurance Act, 1948;

12. Employers Liability Act, 1938;

13. The Payment of Gratuity Act, 1972;

14. The Payment of Bonus Act,1965;

15. The Payment of Wages Act, 1936;

16. Employment Exchange (Compulsory Notification of Vacancies) Act, 1959;

17. The Environment (Protection) Act, 1986;

18. Energy Conservation Act, 2001;

19. The Water (Prevention and Control of Pollution) Act, 1g74

20. The Air (Prevention and Control of Pollution) Act, 1974

21. The Explosives Act, 2012

22. The Factories Act, 1948.

23. The Central Goods and Services Tax Act, 2017

(V) Since the company did not receive any Foreign Direct Investment and I or External Commercial Borrowings and did not make any Overseas Direct Investment, the provisions of Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under relating thereto were not applicable to the company during the year under review.

(VI) We have also examined the compliance with applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India.

(VII) Based on our above mentioned examination and verification of records and information and explanation provided to us by the management, officers, employees and staff of the company, we report that during the financial year under review the Company has broadly and generally complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards etc. mentioned above except following:-

1. Compliance under regulation 38 of the Securities and Exchange Board of lndia (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957 w.r.t. maintaining minimum public shareholding of 25%.

(VIII) We further report that having regard to the size and nature of the company the Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place 'during the year under review were carried out in compliance with the provisions of the Act.

(IX) We further report that keeping in view the size and nature of the company, in our opinion adequate notices were given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

(X) We further report that decisions were observed to be carried out by majority, however, we do not come across or explained with any instance of dissenting members, whose views need to be separately recorded in the minutes books as such.

(XI) We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

MULTIMETALS LIMITED

(XII) We further report that during the audit period, there were no instances of:

(i) Public I Rights I Preferential issue of shares I sweat equity;

(ii) Buy-back of securities;

(iii) Merger1 amalgamation I reconstruction etc.;

(iv) Foreign technical collaborations.

Our above report is subject t o the following:

1. Maintenance of Secretarial Records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records, based on our audit;

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed, provide a reasonable basis for our opinion;

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Com-

pany;

4. Wherever required, we have obtained the Management Representation, in writing as well as verbal, about the compliance of laws, rules and regulations and happening of events etc.;

5. The Compliance of the provisions of the Corporate and other applicable laws, rules, regulations, standards etc. is the responsibility of the management. Our examination was limited to the verification of the procedures on test basis;

6. The secretarial audit report, is neither an assurance as to the future viability of the Company nor of the efficacy or the effectiveness with which the management has conducted the affairs of the Company.

7. The compilation of the Secretarial Audit Report and the above mentioned contents are without any bias and/ or prejudice.

FOR JPS &ASSOCIATES

DATE : 13th AUGUST, 2018

COMPANY SECRETARIES

(JAI PRAKASH SHARMA)

PLACE : JAIPUR PARTNER

C. P. No.: 5161


Annexure-F

Form No. MGT-9

EXTRACT OF ANNUAL RETURN As on the financial year ended on March 31, 2018.

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 20141

I. REGISTRATION AND OTHER DETAILS:

a. CIN :- L27101 RJl962PLC001519

b. Registration Date :- 02.08.1962

c. Name of the Company :- Multi Metals Limited

d. Category I Sub-category of the Company:- Company limited by shares1 Indian- non Government Company.

e. Address o f the Registered office and contact details:- Heavy Industrial Area, Kansua Road, Kota, Rajasthan Phone No. 0744 - 3008511 E-mail id:- [email protected] Website:- www.multimetals.in

f. Whether listed company Yes I No:- Yes

9. Name, address and contact details of Registrar and Transfer Agent, if any:-

MIS Sharex Dynamic (India) Pvt. Ltd., Unit - 1, Luthra Industrial Premises, Andheri Kurla Road, Safed Pool, Andheri (East), Mumbai - 400 072

II. PRINCIPAL BUSINESS ACTlVrrlES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the Company shall be stated: ~ - - - . ~- -~ ~ -~ - - . . .~ ~- .. ~ - .

j's. No. , - N a m e and Description of main ! NIC Code of the , % of total turnover of 1

L . ( Brass Tubes

1 I

I 1.

111. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

products / services Product / service 1 the company Copper/Brass/Nickel/Aluminum I 24201 I 100%

[No. of Companies for which information is being filled] - NIL . - ..-. . .. ..

the Compa ny

N IL - - . . . ... . ~ . . . ~ . ~ . ~ . ~ . . - . ~ . . .. - - ~ ~-

MULTIMETALS LIMITED

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

A. Category-wise Share Holding :-As perAttachment-A

6. Shareholding of Promoters :- As per Attachment -B

C. Change in Promoters' Shareholding (Please specify, i f there is no change):- No Change

D. Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs): As per Attachment -C

E. Shareholding of Directors and Key Managerial Personnel:

V. INDEBTEDNESS

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

5. N 0. - --

--

A

pp ~ -

Particulars

- . . . - - - -

For: each of the Directors and KMP No. of

Rajendra Agarwal, Managing ~- Director

At the beginning of the year / 1062091 i 8.888% 106209 1 8.888% 1

lndebtechess at the beginning of the financial year

- .- ~~ -- --

-1 Rincipal Armunt indding interest

2 Interest due but not paid - ~-~p .. .,

Date wise Increase / Decrease in NIL NIL Share holding during the year

At the End of the year ~ , - - ~ ,-- .~

B

-

Vasudev Agarwal, Director i At the beginning of the year 1 1307122 1 10.94% 130712 2 10.94% 1 Date wise Increase / Decrease in ! NIL NIL NIL NIL !

Share holding during the year I - -. -- --- --

1 .- -- - - - .

A t t h e t h e year - - . . .. . - . - -L 1307122 .- 10.94% 1

3. Interest a ~ r u e d but not due Total (1+2+3) 32,19,69,262 t -- ~~ ~- - --

32,19,69,262 - ---- ~ Charge in Indebtedness duing the financial year

I

.Addition

. Redubion -.

Xdebtechess at the end of the finanaal year . Principal Amount ind d ing 27,96,28,226 1 27,96,28,226

interest -- - - -- - -. -- - -- -- -. -. - - - . . 2 Interest due but not paid 3. Interest ~ aacrud but not due

-~ ~ -- - - --

Total (1+2+3) 27,%,28,226 1 I 27,9628,226 1

Secured Loans Wecured Loans / Deposits excludirg 1 1 (Intet~orporate) deposits i

I ! 1

-- -- - -. - - 32,B,69,262 ' -T-~------P-

~ ~ ~- ~- ~

NIL

106209 1 ~~ ~

Total Indebtedness

32,19,69,262

-- ~ -

NIL j

8.888% : L ---

MULTIMETALS LIMITED

1. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration t o Managing Director, Whole Time Director and I or Manager

(Amount in Rs)

B. Remuneration t o other directors :-

S. No.

- . . .

.......

1.

2: . . . 3. 4. . . . . . . . . . . . .

-5. .

I S. particulars of ~emuneration No. ~

I

Particulars of Remuneration / . Name of MD/WTD/ Manager Total Amount

- .......--- . . . . . . . . . -- i

.- .. - . . . -..- . . . . . .

Rajendra -.

- Nitin Priya nka Agarwal, Agarwal,

. . . . . . . . . . . .

1. i Independent Directors

. . . . . . . . . . . . . . . . . . . .

(a) ~ e e f o r attending board 1 committee meetings I @) Can mission j (C) Others

~ ~ ~ 2 - - ~ - ~ - - - - ~- . -- ~ - ..

i. Total (1) 2. ; Other Non-Execut ive Directors

1 (a) Fee forattendirg board

. . . . . ...

committee meetings I (b) Can mission j (C) Others

.... . ; .... ~- ..... ! ~ o t a l (2) ! Total ( B l = (1+2)

1 - . MD WTD WTD

. . . . . . . . . . . . .

Overall ceding as per the Act

-

8757,666

39,600

.. .. . . . -

_ _ - -.

Gross salary I I (a) Salary as per provirions mntained in 20.21.000 -33.68.333 33,68,333 section 17(1) of the Income-tax Act, 1961 (induding PF, Leave encashment, RH) (b)Valueof perquisitesu/s 17(2) Income- ~ !

tax Act, 1961 I (C) Profits In Lieu of Salary Under Section I 17(3) Imome-Tax Act, 1961 NI L 39600 1 -

Mahesh Mehta / Kumar Kabra I Agatwal I

Stock option . ........ -~ .

(Amount - In Rs.) - . .-

I I 1 -. ~~. - --- .~ . .. . . . . . . . . I I / - 5,000 5,000 1

- . . . . . . . . . . . i0,000 I lo,o00 - i,..lO,O00 . I . . 5.000 - 5,000 40,000 1

- - -

10,000 i 10,000 1 10,000 I 5,000 5,000 . 40,000 i 1 1%of the net profit ofthe company calculated as per section ~

. . . . . ! .... l~ -- ,

Sweat equity I I

Total , Amount ,

Name of ~irectors-

Aashish Vineeta Vijay Aakash Vasudev

Commission As %of profit . 1 15,13,643 . ~ 1 . . . . . ~ -. ~ . . . . .. -. -. .-. .- L

i I + - ~

I . . . . . . . . . . ...-__.(3th ers. . .

Total (a) i 35,34,643 I 34,07,933 j 33,68,333

. . . . . . . . . . . . . 15,13,643

....... - -

1,03,10,909 ,

Ceiling as per Act 1 10% of the net profit of the company calculated as per section 1 198 of Companies Act, 2013 subject to above being the / minimum remunerations payable in case of inadequacy of

profits, as approved by speaal resolution of shareholders, as 1 per ScheduleV.

MULTIMETALS LIMITED

C. Remuneration to key managerial personnel other than MD/ Manager/WTD:-

Tanwar, Company

Gross sal ary

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

b. Value ofperquisites u/s 17(2) Income-tax Act, 1961

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

1,08,300

NIL

NIL 1961

Stock option - - - -- --

Sweat equity Commission

- AS %of Profit - Others

Others Total 1 1,08,300

(Amount in Rs) :EY MANAGERIAL PERSONNEL

Mu kes h Kaser a, 1 TOTAL CFO 1

NIL

NIL

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:


PLACE: KOTA DATE : AUGUST 13,201 8 (VASUDEV AGRAWAL)

CHAIRMAN

Authority Details o f Type ---7 Appeal made, Section of the Brief Companies Act Description Penalty /

Punishment / Compounding

[RD/NCLT/ Court]

if any (give details)

fees imposed , A. COMPANY

--A -- - I---- -- - - . - - -. -1

Penalty Punishment Compounding

B. DIRECFORS Penalty Punishment --

Compounding

NONE

I I I I I

C. OTHEROFFICERS IN DEFAULT Penalty Punishment --

Compounding .-

MULTIMETALS LIMITED

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contractslarrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm's length basis:

2 Details of material contracts or arrangements or transactions at arm's length basis as follows:

S.No.

1.

2. - . 3.

~

4.

5.

6.

7.

8.

-


. .

Particulars

Name(s) of the related party and nature of relationship

Nature of contracts/arrangements/transactions . . . . . . . . . . . . . . . . ~.

Duration ofthe contracts/ arrangements/transactions ~ ~- . . . . . . .

Salient teAs- . -o f the contracts or 'arrangements or- transactions including the value, i f any Justification for entering into such contracts or arrangements or transactions Date(s) of approval by the Board

Amount paid as advances, if any

Date on which the special resolution was passed in general meeting as required underfirst proviso to Section 188

PLACE: KOTA DATE : AUGUST 13,2018

Remarks I

I

NIL

I

1 I 1

I

. . . . . . . . r ~ h o u n t paid as ,

advances,, if any I 1 ! I

NIL i I ~ I I

. . . . ~- . . NIL 1

. . . . . . . . . .

NIL I

NIL

- ........

- ....... ~ - . . - . . - . .- -

S. I Name o f the elated N i t u r e o f Salient terms o f the i - ~ a t e ( r ) - - o f NO. I ~ a r t y

I TransauiOn ' contracts o r approval by the I arrangements o r Board

i I transactions

I I 1 including the value, 1 i f any !

35,34,643 i Approved in 1. Rajendra Agarwal , Remuneration 1 ! Earlier years.

2. , Nit in Agarwal 1 Remuneration i 34,07~933 i W.07.2016

I I I

(VASUDEV AGRAWAL) CHAIRMAN

3. '

Pri yan ka Aga rwa I 1 Remuneration i 3 3 8 6 8 1 3 3 3

04.07.2016

-- . . .

4. I . . . . . . . . . . . . . . . . . . ,

Vasudev Agarwal s i t t i n g ~ e e s i 5&30 ~ ~ . .. . - ... . . - .

I - - ' Approved in

5. Ankur Agarwal . . Remuneration 5,77,600 1 Earlier years.

1 ... - . . . . . . . . . - . . . ~. , 5,1.6,.mo

6. M/s Kota Dal Mill, 1 Rent Received j Kota I

7. M/s Jeevan Sambal Rent Received I ' Charitable Trust I

8. , M/s Jeevan Sambal CSR Activities 14,78,100 j 29.05.2017 CharitableTrust I I

. . . . . . . . . . . . - . . . . . .

MULTIMETALS LIMITED

Annexure H

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

In accordance with the Rule 8(3) of The Companies (Accounts) Rules, 2014 [Chapter IX]

A. CONSERVATION OF ENERGY

(a) Energy conservation measures taken :

Replace of CFL with LED resulting reduction of energy consumption.

(b) Additional investment and proposals, if any, being implemented for reduction in consumption of energy :

Nil.

(c) Impact of the measures at (a) and (b) above . Reduction in Cost and energy consumption

(d) Total energy consumption and energy consumption per unit as per Form 'A' given below :

-- - FO R K ' A ' -

(A) POWER AND FUEL CONSUMPTION -

2017-18 2016-17 1. Electricity :

(a) Purchased Uni ts (KWH) 25 87345 1778288 Tota l a m o u n t (Rs. In lacs) 276.51 203.03 Rate p e r u n i t (Rs.)

-- 10.69

- - - - - 11.41

-. - - -- - -- (b) O w n generat ion :

i ) Through diesel genera to r : U n i t (KWH) 12549 Uni ts p e r Itr. o f Diesel o i l 3.50 Cost p e r un i t (Rs.) 16.34

i i)Th rough s t e a m l t u r b i n e generator: U n i t (KWH) N .A. N .A. Un i ts p e r Itr. o f f ue l o i l lgas N .A. N .A. Cost p e r un i t (Rs.) N .A. N .A.

2. Coal (Charcoal) : Quan t i t y (Tones) 81.830 30.445 Tota l Cost (Rs. in lacs) 9.19 3.67 Average ra te (Rs. p e r Kg.) 11.23 12.05

3. O the rs1 In terna l generat ion (LPG a n d o t h e r gases) : (Kgs) (SCM 1 (KgS.1 (SCM

Quan t i t y 4655 483102 4769 3 44025 Tota l cost (Rs. In lacs) 2.72 135.81 2.67 88.9 7 Rate p e r u n i t (Rs.) -- - - - -. -- -- - - 58.44- . - - - - - - - -- -

28.11 55.99 25.86 - - -p -- - -

(B) CONSUMPTION PER UNITOF PRODUCTION Standards 2017-18 2016-17

( i f any) i) Electricity (KW H/MT) 1048.55 845.51 i i ) Coal (Kgs/M T) 33 .OO 14.48 i i i ) Others - LPG & 0 t h er Gases

(Kgs/M T) 1.8 7 .2.26 (SCMIMT) 194.84 163.57 -- - - - - -. -- - - - -- -- - - - - - -- - - - -- -

6. TECHNOLOGY ABSORPTION

Efforts made in technology absorption as per form 'B' as given below

FORM 'B'

Research & Development (RLD)

1. Specific areas in which R&D carried out by the Company :

• Research & Development was carried out for' development of value added products to meet specific requirement of customers in various sectors.

2. Benefits derived as a result of the above R&D

. Not ascertainable

3. Future plan of action

. Nil

4. Expenditure on R&D :

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

S . No.

a )

b) c)

d)

1. Efforts in brief made towards technology absorption, adaptation and innovation: -None

2. Benefits derived as a result of the above efforts eg. product improvement, cost reduction, product development, import Substitution etc. - N.A.

1 2017 1

Part iculars -T 2016-17 I I

3. In case of imported technology (imported during the last five years reckoned from the beginning of the financial years) following information may be furnished

- - - - - -

Capi ta l 1 -.

Recur r ing I - . 2 3 3 To ta l 23.12 To ta l R& D expend i tu re as percentage of To ta l Gross Tu rnove r ' ._ 0.13%

a) Technology imported None

- --- - . - I 21.07 2i .07

I 0.16%

b) Year of import N.A

c) Has technology been fully absorbed N.A.

d) If not fully absorbed area where this has not taken

e) Place reasons thereof and future plan of action N.A.

C. FOREIGN EXCHANGE EARNING AND OUTGO

a) Activity relating to export, initiatives taken to increase exports, development of new export market for products and services and export plans:

This year company has exported 1657.29 M.T. of Copper & Copper Alloys Pipes & Tubes and Rods as against 1231.31 M.T. in previous year. In value terms the export during the year 2017-18 amounted to Rs.102.99Crores as against Rs.69.09Crores in previous year (FY 2016-17).

The Company constantly making its efforts to develop new export markets by way of regular visits and participation in fairs etc.

MULTIMETALS LIMITED

b) Earning and Outgo IRs. in lacs)

, I Foreign exchange used i 1 I

, . < - , , Y ,",.' '

Particulars" ' '

On recu rring account On c a ~ i t a l account

' ' 2017-'18 ' 1' ' 2016-17 1 I I

I


Foreign exchange earned 10645.29 6980.90 1


CHAIRMAN

MULTIMEWLS LIMITED

ANNUAL REPORT ON CSR ACTIVITIES

1. A brief outline of the company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs:

MML' CSR policy is aimed at demonstrating care for the community through its focus on education & skill development, health & wellness and environmental sustainability including biodiversity, energy & water conservation. Also embedded in this objective is support to the marginalised cross section of the society by providing opportunities to improve their quality of life. Specifically, the company intends to concentrate on activities related to the fields of education & skill development, health & wellness, through the implementing agency viz. a trust.

2. The Composition of the CSR Committee: The Company has a CSR Committee of directors comprising of Mrs. Vineeta Mehta, Chairperson of the Committee, Mr. Aashish Maheshwari and Mr. Vijay Kurnar Jain.

3. Average Net Profit of the company for last three financial years:- Rs.670.89 Lacs

4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above): Rs.13.42 Lacs

5. Details of CSR spent during the financial year:

(a) Total amount to be spent (including additional amount of Rs. 1.36 lacs) for the financial year: Rs.14.78 Lacs

(b) Amount unspent, if any:- NIL

(c) Manner in which the amount spent during the financial year is detailed below:

1 I Contributicn to Eradcatirg I trustengaged hunger,

in CSR activities poverty and malmtrition

- (4)

Projects or Pmgams

(1) Local area or other (2) Specify the state and district where projects and programs w s undertakn.

- - (5

, Amount 1 outfay i (bud@) , projects or 1 programs I wise

(Rs. In Lao)

Amount spent on the projectr

or programs Sub-heack

(1) Direct expenditure on projects or progrms. (2) Overheads :

i7) Cumulative expenditure upto rn the repor'jng, period.

14.78 1 14.78 1 14.78 Kota, ,

(8) A m n t spent

Direct or through implementing

a w " '

*Give details of implementing agency: Jeevan Sambal Trust having its registered office at Multimetals Limited Campus, 6-7, Heavy Industrial Area, Kota (Raj.) established in 04.02.2006.

6. In case the company has failed to spend the two per cent of the average net profit of the last three years or any part thereof, the company shall provide the reasons for not spending the amount in its Board Report: N.A.

7. A responsibility statement of the CST Committee that the implementation and monitoring of CSR Policy, is in compliance with the CSR objectives and Policy of the company: We hereby declare that implementation and monitoring of the CSR policy are in compliance with CSR objectives and policy of the Company.



CHAIRMAN

AllACHMENT A

A. Category - wise Shareholding

Category of Shareholders

(A) Promoters

(1) Indian Individual / HUF Central Govt. State Govt. Bodies Corporates Banks / FI Any Other Sub-Total (A) (1)

(2) Foreign NRls-Individual Other-Individual Bodies Corporates Banks / FI Any Other Sub-Total (A) (2)

Total Shareholding of Promoter

(A)= (A) (l)+(A) (2)

(B) Public Shareholding

(1) Institutions Mutual Funds Banks / FI Central Govt. State Govt. Venture Capital Funds Insurance Companies Flls Foreign Venture Capital Funds Others Sub-Total (B) (1)

(2) Non- Institutions a. Bodies Corporates Indian Overseas b. Individuals Individual shareholders holding nominal share capital upto Rs.1.00 lacs Individual shareholders holding nominal share capital excess Rs.1.00 lacs c. NRI Sub-Total (B) (2) Total Public Shareholding

(8). (8) (l)+(B) (2) (C) Shares held by custodian for GDRs & ADRs

Grand Total (AtBtC)

%of change during the

year

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

0.O2l4

-0.02:

N. F

N.! N. : N.!

N -

N. -

No. of Demat

3369993

5950000

9319993

9319993

0

0

0

1268722

30485

50456

0

1349663 1349663

0

10669656

of the year %of Total

Shares

34.2090

49.79%

83.99%

83.990%

0.008%

0.376%

0.385%

10.989%

2.564%

1.997%

0.074% 15.625% 16.010%

0%

100%

No. of Demat

3369993

5950000

9319993

9319993

0

0

0

1266222

32385

50456

0 1349063 1349063

0

10669056

Shares held at Phys~cal

716833

0

716833

716833

960

44989

45949

47020

273462

188200

8880 517562 563511

0

1280344

Shares held at Physical

716833

0

716833

716833

960

44989

45949

47020

274062

188200

8880 518162 564111

0

1280944

the end of Total

4086826

5950000

10036826

10036826

960

44989

45949

1315742

303947

238656

8880 1867225 1913174

0

11950000

the beginning Total

4086826

5950000

10036826

10036826

960

44989

45949

1313242

306447

238656

8880 1867225 1913174

0

11950000

the year % of Total

Shares

34.20%

49.79%

83.99%

83.990%

0.008%

0.376%

0.385%

11.010%

2.543%

1.997%

0.074% 15.625% 16.010%

0%

100%

MULTIMETALS LIMITED

ATTACHMENT B

B. Shareholding of Promoters

S.

No.

1

2

3

4

5

6

Name of Shareholder

Hadoti Punji Vikas Ltd.

Rajendra Agarwal Shambhu Agarwal Vasudev Agarwal Ajay Agarwal Mugdha Agarwal

TOTAL

ATTACHMENT C

C. Shareholding of Top Ten Shareholders (Other than Directors,Promoters and Holders of GDRs and ADRs)

Shareholding at the beginning of the year No. of Shares

5950000

1062091

703070

1307122

614543

400000

10036826

Cumulative Shareholding No. of Shares

44989

40000

88200

200000

65900

325000

325000

150000

200000

40393

S.No.

1

2

3

4

5

6

7

8

9

10

% of change in share-

holding during

the year

0

0

0

0

0

0

0

Shareholding at the end of the year

during the year

%of total shares of the Company

0.376

0.335

0.738

1.674

0.551

2.720%

2.72096

1.255

1.674

0.338

Name of Shareholders

M/sThe New India Assurance

Closing Balance

Alok Parashar Closing Balance

Vinod Prakash Sharma Closing Balance

Jalsagar Commerce Private

Limited Closing Balance

C Mackertich Limited Closing Balance

Horizon Projects and Infrastructure Private Limited

Closing Balance

Nutrilite Foods Private Limited Closing Balance

Teac Consultants Private

Limited Closing Balance

Birla Arts Private Limited Closing Balance

Ampi Chatter Closing Balance

% of total shares of the

company

49.79%

8.89%

5.88%

10.94%

5.14%

3.35%

83.99%

No. of Shares

5950000

1062091

703070

1307122

614543

400000

10036826

Shareholding at the

No. of Shares

44989

40000

88200

200000

65900

325000

325000

150000

200000

40393

%of shares pledged I encumbered to

total shares

0

0

0

0

0

0

0

Date

01.04.2017

31.03.2018

01.04.2017 31.03.2018

01.04.2017 31.03.2018

01.04.2017

31.03.2018

01.04.2017 31.03.2018

01.04.2017

31.03.2018

01.04.2017

31.03.2018

01.04.2017

31.03.2018

01.04.2017 31.03.2018

01.04.2017 31.03.2018

beginning of the year %of total shares of

the Company

0.376

0.335

0.738

1.674

0.551

2.720

2.720

1.255

1.674

0.338

%of total

shares of the

company

49.79%

8.89%

5.88%

10.94%

5.14%

3.35%

83.99%

% of shares pledged / encumbered to

total shares

0

0

0

0

0

0

0

Increase/

Decrease in

Shareholding

0

0

0

0

0

0

0

0

0

Reason

N A

N A

N A

N A

N A

N A

N A

N A

N A

1 MULTIMETALS LIMITED I

Independent Auditor's Report The Members Multimetals Limited Report on the lndian Accounting Standards (Ind AS) Financial Statements

We have audited the accompanying financial statements of MULTl METALS LIMITED ("the company"), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss (including Other Comprehensive income), Cash Flow Statement and the statement of changes in Equity 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 and presentation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance, cash flows and changes in Equity of the Company in accordance with the accounting principles generally accepted in India, including the lndian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act.

This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS 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 standalone Ind AS 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 standalone financial statements. The procedures selected depend on the auditor's 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 standalone financial statements that give true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressin?

3 an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting an: operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies use[ and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentatio- of the standalone financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on tbi standalone financial statements.

- ~

f B J Opinion - In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financr statements give the information required by the Act in the manner so required and give a true and fair view in conformity with 1-

.! accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2018, its profit, to: comprehensive income, the changes in equity and its cash flows for the year ended on that date.

.-I Rc nort on Other Legal and Regulatory Requirements

1 . 1. As required by the Companies (Auditor's Report) Order, 2016 issued by the Central Government of lndia in terms sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters Specified in paragraphs and 4 of the Order, to the extent applicable.

2 . 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 ME

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 f- our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive income, Statement of chap; in Equity 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 lndian Accounting Standards specified ur Section 133 of the Act.

e) On the basis of written representations received from the directors of the company as on 31 March, 2018, take-

El

MULTIMETALS LIMITED

record by the Board of Directors, none of the directors is disqualified as on 31 March, 2018 from being appointed as a director in terms of Section 164(2) of the Act.

9 With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B ;

g) with respect to the other matters to be included i~ the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Ruleg, 2014, as amended, in our opinion and to the best of our information and according to explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii. The amount which was required to be transferred to the Investor Education and Protection Fund has been transferred by the company.

For Jain Akhil & Co. Chartered Accountants

Firm Registration No.: 030283N Place: Kota Date: 30 May 2018

(Akhil Jain) Proprietor

. ' Membership No.: 521647

MULTIMETALS LIMITED

Annexure - A to the independent Auditor's Report

The Annexure referred to in Independent Auditor's Report to the members of the Company on the standalone Ind AS financial statements for the year ended 31 March 2018, we report that:

1) In respect of the company's fixed assets.

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Me fixed assets.

b) he Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of regular intervals. In accordance with the programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

c) According to the information and explanation given to us, company does not have freehold immovable property of land and building. In respect of immovable properties of land and building that have been taken on lease and disclosed as fixed assets in the standalone financial statements, the lease agreements are in the name of the Company.

2) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals. No material discrepancy was noticed on physical verification by the Management.

3) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to any party which is covered in the Register maintained under Section 189 of the Companies Act. 2013. Consequently the provisions of clause iii(a), (b) and (c) of the order are not applicable to the company.

4) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013.

I 5 ) The Company has not accepted any deposits from the public covered under section 73 to 76 of the Companies Act 2013

8) On b e basis of records produced, we are of the opinion that, prima facie, the cost accounting records prescribed by the Central Government under sub-section (1) of section 148 of the Companies Act. 2013 have been ma~ntained by the company. However we are not required to and have not carried out any detailed examination of such records.

I 7) In respect of statutory dues:

a) According ~nformation and explanations given to us and on the basis of our examination of the records of the company, amounts deducted1 accrued in the books of account in respect of undisputed statutory dues including provident fund, employees state insurance, income-tax, sales tax, service tax, custom duty, value added tax, excise duty, cess and other statutory dues have been regularly deposited during the year with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees state insurance, income-tax, sales tax, service tax, custom duty. value added tax. excise duty, cess and other statutory dues and the same were not in arrear as at 31 March, 2018 for a period of more than six months from the date they became payable.

b) Following are the statutory dues pending on account of disputes:

Amount 1 S N Y 1 Forum where dispute is Nature of dues invoLrd (Rs Period 1

pending in lakhs)

I .

Income Tax 4762.72

Income Tax 1181.46 j Income Tax 29.03

Excise Duty 8r Penalty

2.

3.

4.

A.Y. 2013-14 The Commissioner (Appeals)

A.Y. 20 16-1 7 Income Tax. Udai~ur

1746.79

2442.66

Income Tax

Income Tax

8) In our opinion and according to the information and explanations glven to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks. Government or debenture holders, as applicable to the company.

76.20

Income Tax

9) In our opinion and according to the information and explanations given to us, the company has not raised money by way of initial public offer or further public offer and term loans were applied for the purposes for which those are raised.

A.Y. 201 0-1 1

A.Y. 201 1-12

10) According to the information and explanations given to us and based on our examination of the records of the company, no fraud by the company or on the company by its officers or employees has been notlced or reported during the course of our audit.

September 2012 to

January 20 13 The Commissioner (Appeals)

Tax, Udaipur The Commissioner (Appeals)

Income Tax. Udai~ur

1303.91

11) According to the information and explanations given to us and based on our examination of the records of the company, managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

Joint Commissioner, Central Excise & Customs, Udaipur

12) In our opinion and according to the information and explanat~ons given to us, the company is not a nidhi company and therefore paragraph 3(xii)

A.Y. 2012-13 The Commissioner (Appeals)

Income Tax, Udaipur

MULTIMETALS LIMITED

of Uis Order is not applicable.

13) In our opinion and according to the information and explanations given to us. all transactions with the related parties are in compliance with Section 177 and 188 of Compan~es Act. 2013 where applicable and the details of such transactions have been disclosed in the financial statements 8s required Ly the applicable Indian Accounting Standards.

14) According to the information and explanations given to us and based on our examination of the records of company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly. the provisions of paragraph 3 (xlv) of the Order is not applicable.

15) According to the information and exp(ahati0nS given to us and based on our examination of the records of company, the company has nal entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of paragraph 3 (xv) of the Ode? are not applicable.

16) In our opinion, the company is not required to be registered under section 45 W of the ReSe~e Bank of India Act. 1934 and accordingiy, the provisions of paragraph 3 (xvi) of the Order are not applicable.


Firm Registrat~on No.: 030283N Place: Kota Date: 30 May 2018


Membership No.: 521647

MULTIMETALS LIMITED

Annexure - B to the Independent Auditor's Report

Report on the lnternal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

We have audited the internal financial controls over financial reporting of MULTl METALS LIMITED as of 31 March 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management's Responsibility for lnternal Financial Controls The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the dompany considering the essential componerlts of internal control stated in the Guidance Note on Audit of lnternal Financial Controls over Financial Reporting issued by the lnstitute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of lnternal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing. issued by lCAl and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of lnternal Financial Controls and, both issued by the lnstitute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perfom the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to prov~de a basis for Crur audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of lnternal Financial Controls o w r Financial Reporting

A company's internal financial control over, financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that ( I ) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made onty m accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding preventlon or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations o f lnternal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, lncludlng the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financtal reporting crlteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of lnternal Financial Controls Over Financial Reporting issued by the lnstitute of Chartered Accountants of India.


~ i k n Registration No.: 030283N Place: Kota Date: 30 May 201 8


Membership No.: 521647

M ULTlM BALS UM ITED CIN : L27101RJ1962PLC001519

BALANCE SHEET AS AT 31ST - MARCH - 2018 (RS. in Lakhs)

(1) Non - Current Assets (a) Property, Plant and Equipment

Particulars

ASSETS

(b) Capital work in progress (c) Financial Assets

(i) Investments (ii) Other Financial Assets

(d) Deferred Tax Assets (Net)

Note No.

(e) Other Non - Current Assets

As at 31-3-2018

(2) Current Assets (a) Inventories (b) Financial Assets

(i) Trade Receivables (ii) Cash & Cash Equivalents

(iii) Bank balances other than (ii) above (iv) Loans & Advances

(c) Other Current Assets --

Total Assets I 1 9,453.49

For and on behalf of JAIN AKHIL & Co. Chartered Accountants

EQUITY AND LIABILITIES EQUITY

(a) Equity Share Capital (b) Other Equity

LlABILITIES Non - Current Liabilities

(a) Financial Liabilities (i) Other Financial Liabilities

(b) Provisions Current Liabilities

(a) Financial Liabilities (i) Borrowings (ii) Trade Payables (iii) Other finacial Liabilities

(b) Other Current Liabilities (c) Provisions (d) Current Tax Liablities

Total Equity and Liabilities

RAJENDRA AGRAWAL Vice Chairman &

Managing Director DIN No.00345629

For and on be

VASUL

D I!

Significant accounting Policies and Notes to accounts attached 1 to 5 As per our separate report of even date attached

5.12

5.13

5.14

5.15

5.16

5.17

5.18

5.19

5.20

5.21

lalf of the Board

1,195.00

3,557.28

15.20

169.88

2,795.86

1,354.43

0.77

246.68

10.49

107.90

9,453.49

2V AGRAWAL Chairman

I No.01217145

AKHIL JAIN Proprietor (M.N. 521647) FRN 030283N

KOTA May 30,2018

B.S. TANWAR Secretary M.N. 4191

El

MUKESH KASERA Chief Finance Officer

M ULTIM ETALS UM ITED CIN : L27101R11962PLC001519

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDING 31st MARCH, 2018

Particulars

I I Revenue from operations U Other Income

- Note Nc

(Rs in Lakhs)

Year ended Year ended March 31,2018 March 31,2017 I

I

I11 Total Revenue (I + 11)

IV Expenses: Cost of Material Consumed Purchases of Stock in trade Changes in Inventories of finished goods, WIP and Stock in Trade Employees Benefit Expenditures Finance Costs Depreciation & Amortisation Expenses Other Expenses

Total Expenditures

V Profit before exceptional & tax(II1-IV) VI Exceptional Items

Current Tax . . , Deferred Tax . .

Prior period Tax

VII Profit before tax (V+VI) VIII Tax Expense

5.24

5.25 5.26 5.27 5.1 5.28

5.29

I Items that will not be reclassified to profit or loss - Remeasurements of post-employment benefit obligation (net) I I 0.09 I (15.22) I

956.59

L

JX Profit / (Loss) for the year X Other Comprehensive Income

15,179.64

10,414.94

499.84 390.26 456.78 452.02

2,009.20

14,223.05

956.59

686.11

I XU Earning per Share Basic & Diluted [ 5.35 1 5.18 1 3.40 1

12,133.83

8,978.19 64.00

(605.07) 375.90 331.00 748.64

1,562.51

11,455.17

678.66

7.45

618.78

- Changes in fair value of Investment in equity instruments Other Comprehensive Income for the year

XI Total Comprehensive Income for the year (IX + X)

I I I I I Significant accounting Policies and Notes to accounts attached 1 to 5 As per our separate report of even date attached

406.23


(0.08) 0.01

618.79

AKHIL JAIN Proprietor (M.N. 521647) FiZN 030283N

(0.08) (15.30)

390.93

KOTA May 30,2018




For and on behalf of the Board

VASUDEV AGRAWAL Chairman

DIN No.01217145


M ULTlM ETALS UM ITED CIN : L27101RJ196ZPLC001519

CASH FLOW FOR THE YEAR ENDED 31ST MARCH, 2018 (Rs in Lakhs)

Particulars

CASH FLOW FROM OPERATING ACTIVITIES Net profit after tax Adjustment for: Depreciation Interest and financial charges Deferred Tax Remeasurements of post-employment benefit obligation

(Profit)/Loss on sale of Fixed Assets Interest Income Operating Profit before working capital charges (1ncrease)Pecrease in n a d e and Other Receivables (1ncrease)Pecrease in Inventories (1ncrease)Pecrease in Financial Assets (1ncrease)Pecrease in Other CurrentNon Current A Increase/(Decrease) in Other Current Libilities Increase/(Decrease) in Other Non- Current Libilities Increase/(Decrease) in n a d e Payable Increase/(Decrease) in Other Financial Libilities

I I NET CASH FROM OPERATING ACTIVITIES (A)

CASH FLOW FROM INVESTMENT ACTIVITIES (Purchase) / Sale of Investments (Purchase) /Sale of Fixed Assets Interest Received Net Cash from Investment Activities (B)

CASH FLOW FROM FINANCING ACTIVITIES Repayment of Secured Loans Repayment of Unsecured Loans Repayment of Special Deposits Proceeds/(Repayment) of Secured Loans Interest Paid Net Cash from Financing Activities ( C)

Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) Cash and Cash Equivalents at Beginning of the Year Cash and Cash Equivalents at end of the Year

For and on behalf of RAJENDRA AGRAWAL VASUDEV AGRAWAL JAIN AKHIL & Co. Vice Chairman & Chairman Chartered Accountants Managing Director DIN No.01217145

DIN No.00345629

NOTES

- 4 - ! L JAIN T??rietor (M.N. 521647) 7:; 930283N

B.S. TANWAR Se'cretary M.N, 4191

FOR THE YEAR ENDED 31st

MARCH,2018

618.78


FOR THE YEAR ENDED

31st MARCH,ZO17

406.23

MULTIMETALS LIMITED


STATEMENT OF CHANGES IN EQUITY A Equity Share Capital (Refer note 5.12) (Rs. in Lakhs)


Particulars Balance as at April 01,2016 Changes in equity share capital during the year Balance as at March 31,2017 Changes in equity share capital during the year

Balance as at March 31,2018

KOTA May 30,2018

Amount 1,195.00

0

1,195.00

0

1,195.00

RAJENDRA AGMWAL Vice Chairman &


B.S. TAVIrAR Secretary M.N. 4191

VASUDEV AGRAWAL Chairman

DIN No.01217145

'

B Other Equity (Refer note 5.13)


Significant accounting Policies and Notes to accounts attached 1 to 5 As per our separate report of even date attached

For and on behalf of the Board

Particulars

Balance as at April 01,2016

Profit for the year (2016-17)

Other Comprehensive Income for the year Equity Instuments FtTOCI

Remeasurement of Post Employment

Benefit Obligation (net)

Total Comprehensive Income for the year


Equity instruments through Other Corn- prehensive In- come

(0.15)

(0.08)

(0.08)

(0.23)

Profit for the year (1 7-18)

Other Comprehensive Income for the year

Equity Insturnenis FVTOCI

Remeasurement of Post Employment

Benefit Obligation (net)

Total Comprehensive Income for the year


Total

2,547.56

406.23

(0.08)

(15.22)

390.93

2,938.49

Reserves and Surplus

0.58

0.58

618.78

(0.08)

0.09

618.79

3,557.28 0.58

Capital Redemption

Reserve

650.00

Retained ~~i~~~

1,897.12

406.23

650.00

I - 1 15.22)

650.00

61t

391.01

2,288.11

0.09

618.87

2,907.01

(0.08)

(0.08)

(0.31)

M ULTIM ETALS LIM ITED CIN : L27101R11962PLC001519

MULTIMETALS LIMITED: KOTA Notes t o the Financial Statements as o f and for the year ended March 31, 2018

1) GENERAL INFORMATION :

"Multi Metals Limited ("the Company") is engaged in the business of manufacturing seamless extruded copper and copper base alloy tubes, rods, sections, and coppor print rolls. The Company is a public limited company which is listed on Calcutta Stock Exchange Association Ltd., Kolkata and is incorporated in India under the provisions of the Companies Act. The registered office of the Company is located at Heavy Industries Area, Kansua Road, Kota-324003 Rajasthan.

Pursuant to Companies (Indian Accounting Standards) Rules, 2015, the Company has adopted Ind AS as notified by the Ministry of Corporate Affairs (MCA) with effect from April 01, 2017, with a transition date of April 01, 2016. Accordingly, it has prepared standalone Ind AS financial statements for the year ended March 31, 2018 as required by Section 133 of the Companies Act, 2013 ("the Act"). "

2) SIGNIFICANT ACCOUNTING POLICES

a) Basis of Preparation

Standards ("lnd AS") notified under the Companies (Indian Accounting Standards) Rules, 201 5 and relevant provisions of the Companies Act, 2013 ("the Act"). These are the Company's first Ind AS financial statements and Ind AS 101 ,'First-time Adoption of Indian Accounting Standards' has been applied. The policies set out below have been consistently applied during the years presented.

For all periods up to and including the year ended March 31, 201 7, the Company prepared its financial statements in accordance with the accounting standards notified under Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of the Act ("Previous GAAP"). These financial statements for the year ended March 31, 2018 are the first financial statements which the Company has prepared in accordance with Ind AS."

b) Property, Plant and Equipment:

"All the items of Property, plant and equipment are stated at historical cost which includes capitalised borrowing cost, less depreciation and impairment loss, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

Expenditure incurred on assets which are not ready for their intended use comprising direct cost, related incidental expenses and attributable borrowing cost are disclosed under Capital Work-in-Progress.

Transition to Ind AS: On transition to Ind AS, the Company has elected to adopt the carrying amount (as per Previous GAAP) of all of its property, plant and equipment as at April 01, 2015 as deemed cost.

Depreciation methods, estimated useful lives and residual value:

Depreciation is provided to the extent of depreciable amount on Written Down Value Method (WDV) based on useful life of assets as prescribed in Part C of Schedule II to the Companies Act, 2013. Estimated useful lives, residual values and depreciation methods are reviewed annually, taking into account commercial and technological obsolescence as well as normal wear and tear and adjusted prospectively, if appropriate. Continuous process plant as defined therein have been taken on technical Assessment and depreciation provided accordingly.Continuous process plant as defined therein have been taken on technical Assessment and depreciation provided accordingly."

c) Impairment of non-financial assets:

Assets which are subject to depreciation or amortisation are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non- financial assets that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

d) Trade Receivables: A receivable shall be classified as "Trade Receivable" if it is in respect of the amount due on account of goods sold or services rendered in the normal course of business. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method, less provision for impairment.

MULTIMETALS LIMITED - -

e) Financial Assets: i) Classification

The Company classifies its financial assets in the following measurement categories:

those to be measured subsequently at fair value (either through Other Comprehensive Income or through profit or loss) and those measured at amortised cost.

The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows."

ii) Measurement

"At initial recognition, the Company measures financial assets at its fair value plus, in the case of financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in the statement of profit and loss.

Equity investments The Company subsequently measures all equity investments at fair value. The Company's management has elected to present fair value gains and losses on equity investments in OCI, and there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments are recognised in the Statement of profit and loss as other income when the Company's right to receive payments is established.

Changes in the fair value of financial assets at FVPL are remgiised '1 tCIe Statenent of Profit and Loss. lmpairment losses (and reversal of impairment losses) on equity inves!mer!s .reaszred a: c1!3? are not reported separately from other changes in fair value." iii) lmpairment of financial assets:

The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables only, the Company applies the simplified approach permitted by Ind AS 109, 'Financial Instruments', which requires expected lifetime losses to be recognised from initial recognition of the receivables.

iv) Derecognition of Financial Assets A financial asset is derecognised only when:

The Company has transferred the rights to receive cash flows from the financial asset or

retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients."

f) Financial Liabilities: i) Classification as debt or equity Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definition of a financial liability and an equity instrument. ii) Recognition and Measurement

"All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Company's financial liabilities include trade and other payables, loans and borrowings including bank overdrafis."Trade and Other Payables : These amounts represent obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Those payable are classified as current liabilities if payment is due within one year or less otherwise they are presented as non-current liabilities. Trade and other payables are subsequently measured at amortised cost using the effective interest rate method." g) Borrowing costs:

"General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. Other borrowing costs are expensed in the period in which they are incurred."

h) Provisions, Contingent liabilities and Contingent assets:

"ProvisionsuProvisions are recognised when the Company has a present legal or constructive obligation as a result of past events; it is probable that an oufflow of resources will be required to settle the obligation; and the amount has been reliably estimated.

El

MULTIMETALS LIMITED

Provisions are measured at the present value of management's best estimate of the expenditure requir, ed to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense. Contingent liabilities : Contingent liabilities are disclosed when there is a possible obligation aris~ng from past events, the existence 9f which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. A present obligation that arises from past events where it is either not probable that an outtlow of resources will be required to settle or reliable estimate of the amount cannot be made, is termed as contingent liability.

Contingent assets : A contingent asset is disclosed, where an inflow of economic benefits is probable." i) Foreign Currency Transactions: Transactions in foreign currency are initially recorded at the exchange rates prevailing on the date of !he transactions. Subsequently, monetary items are translated at closing exchange rates of Balance Sheet date and the resulting exchnage difference are recognised in the Statement of Profit and Loss. Difference arising on settlement of monetary items are also recognised in profit or loss.

j) Revenue recognition:

Sale of Goods

Revenue from sale of goods is recognized when it is measurable and it is probable that future economic benefits will flow to the entity.

Service lncome

Service income represents income from support services recognised as per the terms of the service agreements entered into with the respective parties.

lncome on Export based incentive

lncome on Export based incentive is accounted on accrual basis considering eligibility for availing the incentive."

k) Employee Benefits:

Short Term. Obligations:

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settlec! wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.

Other long-term employee benefit obligations

The liabilities for earned leave and sick leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services prqvided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements as a resglt of experience adjustments and changes in actuarial assumptions are recognised in Statement of Profit and Loss.

Post empjoyee obligations

The Company operates the following post-employment schemes:

- defined benefit plans such as gratuity

- defined contribution plans such as provident fund

Gratuity Obligation

The liability recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method."Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in Other Comprehensive Income. They are included in Retained Earnings in the Statement of Changes in Equity and in the Balance Sheet.."

MULTIMETALS LIMITED

Defined contribution plans

Provident Fund

The Company pays provident fund contributions to publicly administered provident funds as per local regulations. The Company has no further payment obligations once the contributions have been paid. The COntributions are accounted for as defined contribution plans and the contributions are recognised as employee benefit expense when they are due.

<

I) Valuation of Inventories:

"Raw materials and WIP are valued at cost. Finished Goods are valued at lower of cost, computed on weighted average basis, or net realizable value. Cost of inventories includes in case of raw material, cost of purchase and incidental expenses; in case of work-in-progress, estimated direct cost and appropriate proportion of administrative and other overheads; in case of finished goods, estimated direct cost and appropriate administrative and other overheads and excise duty; and in case of traded goods, cost of purchase and other costs.

Scrap is valued at estimated realizable value. However raw materials, components, stores and spares held for use in the production of finished goods are not written down below cost if the finished products are expected to be sold at or above cost. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale. Initial cost of inventories includes the transfer of gains and losses on qualifying cash flow hedges, recognised in OCI, in respect of the purchases of raw materials."

m) Cash and cash equivalents:

For the purpose of presentation in the Statement of Cash Flows, cash and cash equivalents include cash on hand, demand deposits with banks, short-term balances (with an original maturity of three months or less from date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

n) Segment reporting:

Segment Reporting as defined in Ind AS 108 "Operating Segment" is not applicable since the entire operation of te company relates to only one segment i.e. Engineering Metal Products.

3) Transition to Ind AS:

These are the Company's first financial statements prepared in accordance with Ind AS. The Company has adopted lndian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs with effect from April 01, 2017, with a transition date of April 01, 2016. For all periods upto and including the year ended March 31, 2017, the Company prepared its financial statements in accordance with the previously applicable lndian GAAP (Previous GAAP). The adoption of Ind AS has been carried out in accordance with Ind AS 101, 'First-time Adoption of lndian Accounting Standards'. Ind AS 101 requires that all Ind AS standards and interpretations that are issued and effective for the first Ind AS financial statements be applied retrospectively and consistently for all financial years presented. Accordingly, the Company has prepared financial statements which comply with Ind AS for year ended March 31, 2018, together with the comparative information as at and for the year ended March 31, 2017. The Company's opening Ind AS Balance Sheet has been prepared as at April 01, 2016, the date of transition to Ind AS.

4) Reconciliations between Previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The regrouped Previous GAAP information is derived based on the audited financial statements of the Company for year ended March 31, 201 7.

A Reconciliation of total equity as at March 31, 2017 and April 01, 2016

(Rs in Lakhs)

Particulars Note March 31, 2017 April 1, 2016

Total equity (shareholder's funds) as per Previous GAAP 4,133.72 3,742.71

Addl(less) adjustments under Ind AS:

Change in Fair Value of Investment in Equity Instrument C(a) (0.23) (0.1 5)

Total Equity as per Ind AS 4,133.49 3,742.56

MULTIMETALS LIMITED

6 Reconciliation of total comprehensive income for the year ended March 31, 2017 (Rs in Lakhs)

Particulars Note March 31, 2017

Profit after tax as per Previous GAAP 391.02

Addl(less) adjustments under Ind AS:

Actuarial loss on post-employment benefit obligation recognised in OCI C(b) 15.22

Profit after tax as per Ind AS (A) 406.24

Other Comprehensive lncome

Remeasurements of post-employment benefit obligation (net) C(b) (1 5.22)

Changes in fair value of equity instruments

Other Comprehensive lncome for the year (6)

Total Comprehensive Income for the year (A + 6) 390.93

C. Notes to First time adoption of Ind AS : Reconciliations

a. Fair valuation of investment in equity instuments through Other Comprehensive lncome Under the Previous GAAP, investments in equity instruments were classified as long-term investments based on

the intended holding period and reliability. Long-term investments were carried at cost less provision for other than temporary decline in the value of such investments. Under Ind AS, as the Company has opted the policy to

recognize fair value changes through Other Comprehensive Income, fair value changes with respect to investments in equity instruments designated as at FVOCl have been recognised in FVOCl Equity investments reserve as at the date of transition and subsequently through the Other Comprehensive lncome

b. Remeasurements of post-employment benefit obligations

Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts

included in the net interest expense on the net defined benefit liability are recognised in Other Comprehensive lncome instead of profit or loss. Under the Previous GAAP, these remeasurements were forming part of the profit or loss for the year. As a result of this change, the profit for the year ended March 31, 2017 decreased by Rs 15,22,000/-. There is no impact on the total equity as at March 31, 2017.

MULTIMETALS LIMITED NOTE NO. 5.1 : Property, Plant and Equipment [Rs. in Lakhsl

I I Gross Block I Accumulated Depreciation/ Amortisation I Net Block I - -

Descripition As at Addition Deduction As at As at For lhc voar 1inrlic:r year Deduction As at 01.04.2017 during the during the 31.03.2018 01.04.2017 1 during the 1 31.01.2018 31.::.;:18 1 31 .::.;:I7

Lease hold Land 154.05

Plant, Machinery (including 6,478.70 20.31

Equipments)

Office Equipments (Including 1 12 3.1 9 1 4 5.13

Computer & Other Machineries

Furniture, F i s & Fittings 32.69

Vehicles 46.19

Intangible Assets I - I Total Current year 1 7,790.39 1 65.44

Total Previous year 1 7,818.90 ( 11.05

M ULTIM ETALS UM ITED CIN : L271OlRJ1962PLCO01519

Notes to the Financial Statements as of and for the year ended March 31,2018

NOTE NO. 5.5

NOTE NO. 5.3 (Rs in Lakhs)

I

Other Non -Current Assets

Other Financial Assets

Unsecured. considered good Security Deposits

I

(a) I Excise duty Deposit under protest 128.75

As on 31-03-2018

86.92

86.92

NOTE NO. 5.4 Deferred Tax Assets Deferred tax Asset as on March 31,2018 and March 31,2017 has been recognised on temporary differences between books and tax base of the following: (Rs in Lakhs)

(b) (c)

NOTE NO. 5.6

As on 31-03-2017

84.31

84.31

PARTICULARS

Deferred Tax Asset Property, Plant & Equipment Leave Encashment Gratuity Bonus Totsl DTA

Excise duty reversal in cenvat under protest Excise duty Demand recovered from refunds

(d)

Inventories

As on 01-04-2016

77.30

77.30

Income Tax Demands deposited under Appeal 480.K

711.75

As on 01.042016

111.60

111.60

I (t) Loose Tools ~e ta i l s of method of valuation as mentioned in signifiant accounting policies.

(a) (b) (c) (d)

(e)

(Rs in Lakhs

As on 01-04-2016

During the year 2016-17

11058

11 0.58

Raw Materials 655.1 8 Work - in - progress 792.43 Finished Goods 428.09 Traded Goods 0.M Stores & Spares 155.18

194.90

(Rs in Lakhs

As on 0144-2016

763.04 561.64 503.86 49.8 1

NOTE NO. 5.7 IRs in Lakhsl

As on 31.03.2017

222.1 8

222.18

1 Trade Receivables

During the year 2017-18

41.60 2.17 7.69 3.63

55.08

As on 31.032018

263.78 2.17 7.69 3.63

277.26

Unsecured, Considered Good Outstanding for more than six months Others Receivables from related parties Doubtfi~l ( decreed but pending execution)

321 $3 1,265.81

0.00

5.74 1,593.38

52421 1,48038

0.00

5.74 2,010.33

59956 1,921.64

0.00

5.74 2,526.94

M ULTIM ETALS LSM ITED CIN : L27101RJ1962PLC001519

NOTES FOR BALANCE SHEET & PROFIT & LOSS ACCOUNT 31-03-2018

NOTE NO. 5.8 (Rs in Lakhs) I I Cash & Cash Equivalents

I (b) I Balances with banks held as margin money 1 831.40 1 31 1.76 1 434.02 1

(a)

(b)

NOTE NO. 5.9 fRs in Lakhsl

51 1.42

7.3 1

5 18.73

Balance with Banks ' ., . .

Cash on hand

As on 3 1-03-20 18

0.77

Bank Balance other than cash and cash equivalents


(a)

(out ofwhich maturity period more than 12 months Rs.lO7751-)

Loans &Advances

982.45

5.69

988.14

Balance with banks for unpaid dividend

2 3 1.39

5.53

2,516.91

832.17

Unsecured, considered good Advance to Suppliers Advance to Staff Advance for Co. Work Loan to Staff Grain Loan to Staff Advance to Related Party Unsecured, considered Doubtful Advance to Suppliers

(Rs in Lakhs

As on 01-04-2016

3 12.78

Note No. 5.11

Other Current Assets

435.35

103.09 0.0 1

0.68 0.00

103.78

1

2

3

4

5

6

7

8

9

10

I I

12

13

Balance with Central Excise Dept.1 GST Dept.

Balance with Service Tax Dept.

Balance with Commercial Tax Dept.

Balance with Customs Dept.

Balance with I n c o ~ l ~ e Tax Dept.

Prepaid Expenses

Recoverable Expenses

Advance Interest Paid on LIC

Accured Income

Foreign Currency Item Closing Adjustment Account

Export Entitlement (Duty Drawback)

Interest recoverable

Margin placed & hlark to market on derivatives with broker

82.59

0.02 0.10

82.71

278.93 0.01

3.26 0.09

t

282.29

M ULTIM ETALS LIM ITED CIN : L27101Ril962PLC001519

NOTES FOR BALANCE SHEET & PROFIT & LOSS ACCOUNT 31-03-2018 NOTE NO. 5.12 EQUITY SHARE CAPITAL (Rs in Lakhs)

Particulars

Authorised

i) 1,25,00,000 Equity Shares of Rs. lo/- each

ii) 65,00,000 6%Non Comulative Redeemable

Preference Shares of Rs. 101- each

Issued and subscribed

i) l,l9,50,000 Equity Shares of Rs. 101- each

Paid -up

i) 1,19,50,000 Equity Shares of Rs. 101- each

Reconciliation of Equity Share Capital

As on 31-03-2018

1,250.00

650.00

1,900.00

1,195.00

1,195.00

1,195.00

1,195.00

Particulars

Equity Shares (Face Value Rs. lo/-)

Shares Outstanding at the

beginning of the year

Shares issued during the year

Shares bought back during the year

Shares Outstanding at the end of

the year

Pref. Shares (Face Value Rs. lo/-)

Shares Outstanding at the

beginning of the year

Shares issued during the year

Shares bought back during the year

Shares Outstanding at the end of

the year

As at 01.04.2016

As ed 31-03-2017

1,250.00

650.00

1,900.00

1,195.00

1,195.00

1,195.00

1,195.00

Number of shares

11950000

11950000

As at 31.03.2017

Sha ?holders holding more than 5% of shares

As on 01-04-2016

1,250.00

650.00

1,900.00

1,195.00

1,195.00

1,195.00

1,195.00

Amount (Rs in Lacs)

1195.00

I

1195

Number of shares

1 1950000

1 1950000

As at 31.03.2018

Amount (Rs in Lacs)

1195.00

1195.00

Number of shares

11950000

11950000

Amount (Rs in Lacs)

1195.00

1195.00

Notes Terms / Rights attached to equity shares: The company has only one class of equity shares having a par value of Rs. 101- per share. Each holder of equity shares is entitled to one vote per share. 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 propotion to the number of equity shares hold by the shareholders.

As at 01.04.2016 1 No.ofEquity

Shares

1307122

1062091

614543

703070

5950000

As at 31.03.2017 I S r. NO. Name Of % 01 holdin

10.94,,

8.89%

5.14%

5.88%

49.79%

No.ofEquity Shares

1307 122

1062091

6 14543

703070

5950000

As at 31.03.2018

I

2

3

4

5

% of holding

10.94%

.8.89%

5.1 4%

5.88%

49.79%

No.ofEquity Shares

1307122

1062091

6 14543

703070

5950000

Vasudev Agrawal

Rajendra Agrawal

Ajay Agrawal

Shambhu Agrawal

Hadoti Punji Vikas Ltd.

% of holding

10.94%

8.89%

5.14%

5.88%

49.79%

M ULTlM ETALS U M ITED CIN : L27101KJ1962PLC001519

NOTES FOR BALANCE SHEET & PROFIT & LOSS ACCOUNT \

NOTE NO. 5.13 OTHER EQUITY (Rs in Lakhs

Particulars

Retained Earnings (details are given below in 5.13 b)

I 2 3

Equity Instruments-Fair Value through OCI Balance at the beginning of the year Add : Adddition during the year

Balance at the end of the year Retained Earnings Balance at the beginning of the year

Capital Reserve 0.58 Capital Redemption Reserve 650.00 Equity Instruments-Fair Value through OCI (details are given below in 5.13a) (0.3 1)

I I Add : Profit for the year 6 18.78 Add : Remeasurement of Post Em~lownent Benefit Obligation (net) 1 0.09 . . - > ,

Balance at the end of the year 2,907.01

NOTE NO. 5.14 (Rs in Lakhs]

Other Financial Liabilities

Other payable

Security received from Licensees

IRs in Lakhsl

As on 3 1-03-2018

15.20

15.20

NOTE NO. % 15

1

2

Provisions for Gratuity

Provisions for Leave Encashment

161.24

8.64

169.88

148.67

9.0 1

157.68

1 19.54

8.57

128.11

M ULTIM trALS UM ITED CIN : LZ7101RJ1962PLC001519

-- ----

NOTES FOR BALANCE SHEET & PROFIT & LOSS ACCOUNT 31-03-2018 NOTE NO. 5.16 [Rs in Lakhs)

Current Libilities - Financial Libilities - Borrowings

At Amortised Cost

(a) Loans repayableon demand

From Banks (Secured)

(i) Working capital loan from Bank of India

(ii) Buyer's Credit from Bank of India

(iii) ICICI Bank C/C

(iv) AXIS Bank - SCF 91 7030079950785

(b) Special Deposit (Guaranted by Directors)

From Other Companies

h'otes: I ) Working capital limits & Buyer's credit limits from Bank of India is secured by equitable mortgage of the Land & Building at Plot No.

6 & 7, at Kota. Hypothecation of Plant & Machinary and other moveable fixed assets excluding vehical of the company Including capital work in progress of the company Charge of Stocks. Book Debts & Margin Money Fixed deposit (Rs.3.50 Crores) of the company. The loall are also secured by personal guarantees of M D & a director of the company and also guaranted by MIS. Horizon Projects & Infrastructure Pvt. Ltd.. lnterest chargeable on uork~ng capital limits IS El 1.60%

2 ) The company is availing over draft facility of Rs 4 75 Crores agalnst fixed depos~t as marpln money \+~thout any security. lnterest chargeable on the same @7.00%

3 ) Channel finance facilty of Rs.10 Crores sanctioned by Axsis Bank to various channel partners of Sesa Sterllre Limited (SSL Copper division) only for purchases from SSL - Copper Division are secured by personal guarantee of two directors of the company. lnterest chargeable on the same @9.00%

4 ) Special deposits accepted from corporates are secured by personal guarantee of two directors of the company.

NOTE NO. 5.17 [Rs in Lakhs)

Trade Payables I I

1 Accepted Bill under LIC 6 19.44 1,624.90 1 3,156.37 1 2 1 Unaccepted bills under LIC I 415.32 1 - I I

I I

Votes: The company has not received any Memorandum claiming their status as on 3 1 st March, 20 18 as Micro, Small or Me1 3nterprises (MSME). Consequently the amount payable to these enterprises during the year is NIL.

3

4

NOTE NO. 5.18 (Rs in L;

MSME

Sundry Creditors

Other Financial Liabilities As on As on As on 31-03-2018 31-03-2017 01-04-2016

1 Unclaimed Dividend 0.76 1.01 133

0.76 1.01 1.

NOTE NO. 5.19 [Rs in L:

Other Current Liabilities

Outstanding Payables 84.25 TDS Payable 4.37 PF Payable 2.83 ESI Payable 0.22 Interest received in advance 0.55 Advance from customers 153.10 Creditor for Services 1.36 Foreign Currency Item Closing Adjustment Account

246.68

M ULTIM ETALS UM ITED CIN : L27101RJ1962PLC001519 - -

NOTES FOR BALANCE SHEET & PROFIT & LOSS ACCOUNT 31-03-2018 NOTE NO. 5.20 (Rs in Lakhs)

I Provisions

I I I Bonus Payable


Current Tax Liabilities

NOTE NO. 5.22

Revenue from operations

1

Less : TDS Receivable

371.65

259.05

Provisions for Current Income Tax

Less : Advance Income Tax

1 I Export Sales

4.69

107.91

(a)

I , I Foreign Exchange gain 1 (Loss) on Export Sales

367.30

279.17

Sale of products (Gross)

lndegenous Sales

I 1 Conversion Sales

345.18

227.00

32.49

55.65

I I Sale of Traded Items

14.94

103.23

I I Miso. Sales

I I ' Less: Excise Duty/ GST

(b)

I I NOTE NO. 5.23 . .

I

Other operating revenues

Duty Drawback (Income on export based incentive)

Other Income

Interest Income

From Bank

From Trade Debtors / others

I From Loan . . to party

I Foreign currency items closing adjustments

Balance Written in

Other non - operating income

Rent Recovered

I Baddebts recovey

Earlier Year Duty Drawback Income (CD)

Earlier Year Duty Drawback Income (ST)

Earlier Year VAT Refund Income

IRs in Lakhs!

17,175.76 12,928.5 1

2,150.73 1,300.99

15,025.03 11,627.53 444 (Rs in Lakhs)

M ULTlM tlALS UM ITED CIN : L27101Rll962PLC001519

NOTES FOR BALANCE SHEET & PROFIT & LOSS ACCOUNT 31-03-2018 NOTE NO. 5.24 (Rs in Lakhs) I I Cost of Material Consumed

I

Opening stock : 29394

I I Add : Purchases during the year

I I Less : Closing stock :

Consumption for the year

NOTE NO. 5.25 --- -

Changes in Inventories of finished goods, WIP and stock in trade - -

Closing Stock :

Work-in-process

Finished Goods

Work-in-process

Finished Goods

Traded Goods

I I (11icrease)l Decrease in Stock

[Rs in Lakh

NOTE NO. 5.26 fRs in Lakhsl

NOTE NO. 5.27 IRs in Lakhsl

, Employees Benefit Expenditures

I Finance Costs

(a)

(b)

(c)

(d)

( e)

(t) (g)

(b) I Other Borrowing Costs I

Salaries, wages and bonus

Contribution to provident and other funds

Contribution to employees state insurance .

Employees welfare expenses

Employees insurance premium

Leave encashment expenses

Gratuity expenses

Bank Charges 86.14

456.78

M ULTlM ETALS UM ITED CIN : L27101R11962PLC001519

NOTES FOR BALANCE SHEET & PROFIT & LOSS ACCOUNT 31-03-2018 Note No. 5.28 IRs in Lakhsl

Other Expenses

I I I Power, Fuel &Water

12 1 Consumption of Stores & Spares (including Loose Tools)

Sundry Manufacturing Expenses

Repairs of Plant & Machinery

15 I Freight & Transport

Insurance I; I Rent

I 8 I Rates & Tares

( 9 1 Payment to the auditors

I I (a) As auditor

Non recoverable VAT Inputs

Expendeture on CSR Activity

10

I I

Commission on Sales

Legal Charges

Professional & Service Charges

Other Misc Exp

Tax and Cost Audit fee

(b) for other services

Prior Period Expenses

Short payments

Other Selling &Administrative Expenses

Note No.25.29 fRs in Lakhsl

Exceptional Items

1

I (a) I Claims against the Company not acknowledged as debts comprise of. I I

I I

NOTES RELATING TO ADDITIONAL INFORMATION NOTE NO. 5.30 Contingent Liabilities and Commitments (to the extent not provided for) (Rs in Lakhs)

(i) Excise duty demands disputed by the company relating to issues of

availment of Cenvat Credit (ii) Demand for Land Tax

(iii) Claims by the employees

( iv) Demand of Income Tax !n the opinion of the company no amount is payable in respect of the same. C~arantees given by Banks in favour of : Indegenous Customers '. f v p r t Customers

Net Gain on sale of fixed Assets

Cnmmitments: NIL

'f 65 I

7.45

7.45

1

As on 31-03-2017

I I Contingent Liabilities

As on 31-03-2018

M ULTIM ETALS UM ITED CIN : L27101RJ1962PLC001519

NOTE NO. 5.31

(a) Purchases/Sales of finished goods and traded goods: IRs in Lakhsl

Class of goods

FLNISHED GOODS

(i) Copper base ~ l l o ~ s Tubes

(ii) Copper base Alloys Roads, Section & Wire

(iii) Pipe Fittings

(iv) Nickel base & Other base Alloys Tubes

OTHERS

(v) Raw material

(vi) Sludge Dust1 Brass Dross

(vii) Scrap

TRADED GOODS

(viii) Pipes & Pipe Fittings

Purchases Sal

@) Details of Raw Materials (metal contents) consumed: (Rs in Lakhs)

NOTE NO. 5.32 (Rs in Le

Value of imports (CIF basis) accounted:

Raw material

( i) Direct Import

(ii) Direct Import of Traded ltems

Components and sapre parts

Capital Goods

Expenditure in foreign currency:

Others

2016-17

2016-17

6,871 .(

287.5

44.:

365.4

Items

Items

Copper

Zinc

Brass Scrap

Brass Semi

Cupro Nickel Scrap

2017-18

2017-18

5,801 50

323.97

611.50

2,469.30

Others 1,208.66 1,409.4

M ULTlM ETALS UM ITED CIN :L27101R11962PLC001519

(Rs. In Lacs.) (Rs. In Lacs.)

(d) The amount remitted during the year in foreign currencies on account of dividends: NIL NIL

(c) Valueof imported and indigenous raw materials, spare parts and components consumed: (Rs in Lakh

(e) Earning in foreign currency realised for:

Particulars

Raw materials

Imported (includes purchase on high seas)

Indigenous

Stores, spare parts and components

Imported (includes purchase on high seas)

Indigenous

Export of goods 1 0,645.29 6,980.90

2017- 18

Others Nil Nil

NOTE NO. 5.33

(Rs. In Lacs.)

1,920.99

8,493.95

10,4 14.94

179.46

4973 1 676.76

2016 - 17

%

18.44

81.56

100.00

26.52

73.48

100.00

(Rs. In Lacs.)

359.47

8,6 18.72

8,978.19

187.73

391.99

579.73

YO

4.00

%.00

100.00

32.38

67.62

100.00

(Rs in Lakhs) Employees Benefit Obligations

Particulars

Retirement Age

Withdrawal Rates

Mortality

2017-18

148.67

11.15

1 1.07

(9.56)

(0.09) 161.24

11.07

11.15

(0.09) 22.22

(0.09)

7.75%

6.Wh

Leave

2017-18

9.01

0.67

(0.09)

(6.63)

5.68

8.84

(0.09) 0.67

5.80

626

0.00

7.75%

6.00%

1

2

3

4

5 8 Years

1 .Wh I 1 .Wh I 1 .Wh 1.00%

Indian Assured Lives (2006 - 08) Ult. Mortality rates

Gratuity

2016-17

11954

9.56

1128

(6.93)

1522

148.67

956

1128

15.22

20.84

15.22 .

750%

6.000h

Encashment

2016-17

857

0.69

(1.39)

(7.23)

1.49

9.0 1

(1.39)

0.69

1.49

7.66

0.00

750%

6.Wh

Change in Benefit Obligation

Liability at the beginning of the year

Add: Interest Cost

Current Service Cost

Benefit paid

Actuarial (Gain)/ Loss

Liability at the end of the year

Expenses recognized in the Profit and Loss Account

Current Service Cost

Interest Cost on Obligation

Expected return on plan assets

Net Actuarial (gain)/ loss recognised in the year

Expenses recognized in Statement of Profit and Loss

Remeasurements during the year

Net Actuarial (gain)/ loss recognised in the year

Actuarial Assumptions

Discount Rate

Salary Escalation Rate

M ULTlM ETALS DM ITED CIN : L271OlR~1962PLCOO1519

NOTES FOR BALANCE SHEET & PROFIT & LOSS ACCOUNT 31-03-2018 NOTE NO. 5.34 Related Party Disclosure "As per Indian Accounting Standard 24 (Ind AS-24) 'Related Party Transactions' as prescribed by Companies (Indian Accounting"Standards) Rules, 2015, the Company's related parties and transactions are disclosed below:" (i) Related Party Relationships (a) Where control exists None. (b) Key Management Personnel Mr. Rajendra Agrawal

Mr. Vasu Dev Agrawal Mr. Nitin Agrawal Mrs. Priyanka Agrawal

(c) Relatives of Key Management Personnel Mr. Ankur Agrawal (d) Other related parties M/s. Kota Dall Mill,Kota

MIS. Acechemp Industrial Park P a . Ltd., Kota MIS. Jeevan Sambal Charitable Trust. Kota

(ii) Transactions with related parties:

I I Nature of transaction

I Type of related party I I Nil

I 2: Key Management peisonnel I Managerial remuneration

I I Sitting Fees

I 3. Relatives of key management personnel I Managerial remuneration

NOTE NO. 5.35 Earning Per Shares:

4. Other related parties

Volume of transaction

1. Rent 1 Licence income

2. CSR Activity Expenses

Nil

(Rs in Lakhs)

I profit ~ttributable to Equity Sharesholders

I

I Weighted Aveiage No. of equity shares outstanding during the year

Particulars

Net Profit after tax

Nominal Value of equity shares

Earning Per Share (Rs.) I '

Payable/ (Receivable) I

NOTE NO. 5.36 Pending Litigations Amount of pending litigations has already shown in contingent liabilities.

MOTE NO. 5.37 Loans bylto Company Company has given unsecured loan to M/s Jalsagar Commerce Pvt. Ltd. on current account on interest @I 5%P.A., During the year, Maximum balance outstanding was O8Crore and has been settled during the year, which was taken by them for their business.



KOTA May 30,2018




VASUDEW AGRAWAL Chairman

DINNo.01217145


MULTIMETALS LIMITED Heavy Industries Area, Kansua Road, Mota - 324003 (Rajasthan)

CIN: L27101 RJ1962PLC001519

PROXY FORM FIFTY FOURTH ANNUAL GENERAL MEETING

(To be filled in and signed by the Shareholders)

I ,me I

residenus of in the

I district of in the state of being a shareholder I shareholders of Multi

Metals Ltd.. hereby appoint Shri I Smt. I resident of in the

DP ID

'. i

I district of in the state of or failing him 1 her, Shri I Smt.

CLIENT ID FOLIO NO

I resident of f -.- in the district of

NO OF SHRRE(S) HELD

I in the state of - as my I our proxy to attend and vote for me I us and on my 1 I

i our behalf at the Fifty fourth Annual General Meeting of the Company to be held on Wednesday, 26" day of September, 2078

I at 11:OO A.M. at Heavy Industries Area, Kansua Road, Kota - 324 003 (Rajasthan) and at any adjournment thereof in respect I I of such resolutions as are indicated below:

I Signed this - I

day of 2018

\ I Signature of first namedlsole shareholder I Affix Revenue

Stamp

I Signature of Proxy 1 I I Name:

I I Address:

I I Note:-This form of proxy in order to be effective should be duly completed.and deposited at the registered office of the I

i Company, not less than 48 hours before the commencement of the Meeting.

I

MU LTIMETALS

MULTIMETALS LIMITED ' Works & Regd. Office

Heavy Industries Area, Kansua Road, Kota-324003 (Rajasthan) INDIA

www.multimetals.in

multimetals limited...multimetals limited notice notice is hereby given that the fifty fourth annual...

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