The Members

The Directors have pleasure in presenting the 33^rd Annual Report on the Business and Operations of the Company, along with the Financial Statements for the Financial Year ended 31^st March, 2018.

FINANCIAL RESULTS Rs. in Crore

FINANCIAL PERFORMANCE

During this year your Company has achieved a turnover of Rs.2622.16 Crore as against Rs.4613.08 Crore in the previous year. Your Company posted a Loss of Rs.881.15 Crore as against Loss (before Tax) of Rs.628.7 Crore in the previous year.

Consolidated turnover of Rs.3492.40 Crore has decreased as against Rs.5535.24 Crore in the previous year. Your Company posted Consolidated Loss of Rs.881.26 Crore as against Loss (before Tax) of Rs.619.08 Crore in the previous year.

Your Company's performance got severely impacted due to lack of working capital, unfavorable volatility in the foreign exchange rates, absence of support from the supplier and the customers on account of initiation of insolvency proceedings against the Company by financial and operational creditors. Further exports of the company were also negatively affected due to lack of growth in the international market and volatility in politico-economic environment.

Due to this unfavorable situation and slump in the steel market, your Company has defaulted in repayment of the dues of Lenders and hence your Company has declared as NPA (Non-performing Assets) by all the Lenders. Until November, 2017, your Company has held several meetings with the Joint Lender Forum (JLF) wherein it has not only extended its full cooperation in implementing a corrective action plan under the guidelines prescribed by RBI, but has also presented reasonable resolution and debt restructuring plans to the JLF. Additionally, your Company was making payment of tagging amount ie. 2% of collection on daily basis to the Lenders. Despite of all efforts by your Company and due to our misfortune, the JLF has not considered any plan to restructure the debt of the Company and filed the Petition under Insolvency and Bankruptcy Code 2016 on 29^th December, 2017 in National Company Law Tribunal (NCLT), Mumbai Bench, against the Company. As on date the said petition is not admitted by the Tribunal.

OPERATIONS

Your Company has been working towards achieving greater operational efficiencies across the different processes to help improve the quality and margins of our products. This has enabled us to secure lower plant operational and fixed costs compared to last year. To tide over the working capital constraints, your Company has entered into a Sale Purchase Arrangement with JSW Coated Products Limited. This arrangement helped your Company to keep the plant operational and cover fixed overheads. Your Company has also started operating on job-work basis with different market parties to improve utilizations with limited working capital availability.

Apart from the cost reduction initiatives, your Company has also focused on various productivity improvement initiatives. During the period under review, we have successfully managed to de-bottleneck our capacity constrained lines and enhanced their Overall Equipment Efficiency (OEE).

In order to drive the margins for the business, your Company has been working towards achieving greater operational efficiency.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the regulation 34 read with the Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Directors wish to report as follows:

(i) Industry Structure & Developments:

The downstream steel industry, consisting of Cold Rolled (CR), Galvanised and Color Coated products (GP & GC), has witnessed strong growth in demand over the recent years. The focus to shift towards light weight, corrosion resistant, durable, high-shine products across industries & applications has driven the demand.

Globally, financial year 2018 saw an average capacity utilization of 68% on cold rolling with excess capacity varying between 20%-30% across China, India, Middle East and Europe. Galvanizing lines saw a higher utilization during the period driven by shift from CR to GP in end use. Across countries, the share of imports/ trade varied between 10-20% of the total domestic consumption with China and India being one of the key exporters of downstream products.

(ii) Opportunities & Threats:

The demand for downstream steel in India is expected to keep growing at a healthy rate of 10-12% driven by a shift towards usage of galvanized materials and strong underlying growth in the auto, construction, appliances and machinery industries.

There is a huge scope for Indian steel makers due to the country's low per capita steel consumption and positive future outlook due to increase in consumption from construction, automobile and railways sectors.

The ambitious infrastructure projects and the thrust in manufacturing through the "Make in India” campaign are steps in the right direction. The plan for smart cities, improved road and rail connectivity by building highways, bridges and dedicated freight and superfast rail corridors have huge potential to spur domestic steel demand

While looking at the future planned capacity expansions, it is expected that the capacity utilization for galvanized will exceed 90% over the next five years and we will face a shortage of color coated capacity This will result in healthy margins for the existing players and drive revival of the downstream steel business in India further.

(iii) Segment-wise or Product-wise Performance:

Since your Company operates only in one Segment, segment-wise or product- wise analysis of performance is not applicable.

(iv) Outlook :

Steel industry has been through one of the difficult phase largely due to impact of supply disruptions with many players having to stop operations and your Company was not immune it. However, the demand for the downstream steel products remains strong on back of growth in the construction, auto and appliance sectors in India. The emerging markets showing a strong demand due to infrastructure spending and shift towards usage of coated products. Also with the introduction of GST, multiple new domestic markets will open up to the Company for sale of products at competitive prices. In addition to all, the government has put the resolution of stressed assets on fast track. The positive impact of stable supply will be seen in next financial year.

(v) Risks and Concerns:

Risks, challenges and volatility are part and parcel of any industry and always the point of concerns for the management of the Company. Your Company has subdued it through well planned strategies and actions. Your Company is continuously evolving and improving systems and measures to take care of all the risk exigencies involved in the business. All inherent risks are identified, measured, monitored and regularly reported to the management. The management decides measures required to overcome these risks and ensures implementation of proper risk mitigation plans. The risk report and mitigation plans are presented to the Board of Directors periodically

In accordance with Regulation 17 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has duly adopted steps for framing, implementing and monitoring the risk management plan and accordingly your Directors have put in place critical risk management framework across the Company for identification and evaluation of all potential risks.

(vi) Internal Control Systems and their adequacy:

Your Company has an effective Internal Control System to prevent fraud and misuse of Company's resources and protect shareholders' interest. The base of Internal Control System lies in the Code of Conduct ('CoC') and various policies and procedures adopted by your Company. Board Members, Senior managements and every Employees in an organization carries the responsibility for internal control. All employees produce information used in the internal control system or take other actions needed to affect control. Also, all personnel are responsible for communicating to seniors about the problems in operations, non compliances with the code of conduct / applicable laws, or other policy violations or illegal actions.

Your Company has also established and maintained the Internal Financial Control to ensure the orderly and efficiently conduct of its business inter alia 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.

(vii) Discussion on Financial Performance with respect to Operational Performance and state of Company's affairs:

The turnover and operating profits of your Company have declined as compared to last year mainly on account of delay in finalising debt resolution for the Company During the financial year, though the Company worked closely with various Banks/ Financial Institutions to arrive at sustainable debt resolution plan, a mutually acceptable scheme could not be finalised.

The position further worsened after adverse media news in market that the Company is being referred to National Company Law Tribunal under Insolvency and Bankruptcy Code 2016. Due to these adverse media reports, the market credit available to your Company was withdrawn which has deteriorated the working capital position of the Company. Operating at sub-optimal capacity has worsened the profitability of the Company. In the meanwhile, the dues of the, Banks / Financial Institutions have increased significantly.

Despite adverse circumstances, the management is making all efforts to improve capacity utilization and to arrive at a satisfactory debt resolution with the Banks. In this regard, an One Time Settlement proposal has been submitted to the Banks which is under consideration.

(viii) Human Resources Development and Industrial Relations:

Your Company endeavors to strive hard to nurture and develop their employees so that the organization and individual employees can accomplish their work goals in service to the end users. Your Company, on its path towards a culture of meritocracy, has put in unprecedented vigor in identifying Key Result Areas, the targets which are identified for each and every employee in accordance with the business objectives. This rigorous approach has directly led to process reengineering and right-sizing, resulting in reduction of overhead costs. Also based on industry best practices, the competency framework which your Company had institutionalized last year has aptly supported in identifying and developing talent in the organization. Your Company is proud of its healthy Industrial Relations record.

Presently, your Company employs more than 900 employees. Your Company has put in place 'Employee Grievance Redressal Committee' for their employees. Suitable processes and mechanism are in place to ensure that grievance of any employee, is effectively addressed and to ensure that it has been dealt with in a fair and just manner.

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during financial year 2017-18.

RELATED PARTY TRANSACTIONS

The transactions those were entered into with the Related Parties (RPT) during the financial year were on arm's length basis and in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter "Listing Regulations”).

During the year, there was no transaction with any Related parties, which exceeds 10% of the annual consolidated turnover of the preceding financial year (material transactions). Hence, the disclosure of material related party transactions in the Form AOC- 2, as referred in Section 188 read with Section 134(3) (h) of the Companies Act, 2013 is not required to be annexed herewith.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”), forms part of this Annual Report as 'Annexure I'. The Auditors' Certificate on compliance with the conditions of Corporate Governance requirements by the Company is attached to the Report thereon.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, your Company has duly constituted Corporate Social Responsibility Committee, under the Chairmanship of Shri G S Sawhney and two other Members namely Shri Rajiv Munjal and ShriArvind Kumar Gupta. The Committee has framed the Corporate Social Responsibility Policy of the Company which is available on the Company's website.

Since there was loss during the financial year ended 31^st March, 2017, the Company was not mandatorily required to spend any amount on CSR activities in the financial year 2017-18. Thus no report for CSR activities is required to be annexed herewith.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

(i) Appointment:

ShriArvind Kumar Gupta (DIN 03203379) and Smt. Jagath Chandra (DIN 07147686) were appointed as an Additional Directors from 19^th January, 2018 and 7^th April, 2018 respectively. They both will act as NonExecutive and Independent Directors of the Company and shall not be liable to retire by rotation as per provisions of Companies Act, 2013.

The aforesaid Directors have submitted their declaration of Independence, as required under subSection (7) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations stating that they meet the criteria of independence as provided therein.

The Board recommends and seeks your support in confirming the appointment of ShriArvind Kumar Gupta and Smt. Jagath Chandra as the Independent Directors.

(ii) Resignation:

Shri O P Gahrotra and Smt. SwarnaPrabhaSukumar resigned from the post of non-executive Independent Directorship and committees where they were serving as Chairman/ Member. Their resignations were accepted by the Board in their Meeting held on 7^th April, 2018. The Board placed on records its appreciation towards the valuable contribution of Shri O P Gahrotra and Smt. SwarnaPrabhaSukumar, during their tenure with the Company.

(iii) Retire by Rotation:

As per the provisions of the Companies Act, 2013, Shri Rajiv Munjal will retire at the ensuing AGM and being eligible, seeks re-appointment. The Board recommends and seeks your support in confirming re-appointment of Shri Rajiv Munjal.

None of the Directors of your Company is disqualified under Section 164(1) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors' Report.

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are, ShriAnuj R Miglani- Managing Director & CEO; ShriGursharan Singh Sawhney - Director (Finance) & Group CFO and Shri R Agrawal- President & Company Secretary. During the year, there has been no change in the Key Managerial Personnel.

REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES

The Board on recommendation of the Nomination & Remuneration Committee, has adopted, a policy for selection and appointment of Directors, Senior Management and their remuneration. A brief detail of the policy is given in the Corporate Governance Report and also posted on our website www.iittnmanlvn.com

During the year under review the remuneration paid to the Managerial personnel, is well within the ambit of the provisions and compliances under the Companies act, 2013 and Schedule V and rules made thereof.

During the year under review no Employee of the Company other than the Managing Directors has drawn remuneration of Rs.Eight Lakhs and Fifty Thousands per month or more. The information required pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended time to time, in respect to remuneration to the Whole Time Directors and Key Managerial Personnel is prepared separately forming part of this report. Having regard to the provisions of the first proviso of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the Members of the Company excluding the aforesaid information. However, the said information is available for inspection at the registered office of the Company on any working days upto the date of the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures.

ii) Appropriate Accounting Policies have been selected and applied consistently. 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 as at 31^st March, 2018 and of the Profit and Loss Account for the Financial Year 2017-18 have been made.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and preventing & detecting fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

v) The Internal Financial Controls were in place and that there are adequate and were operating effectively;

vi) Proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Todarwal& Todarwal, Chartered Accountants (Firm Registration No. 111009W), were appointed as statutory auditors from the conclusion of the 32^ndAnnual General Meeting (AGM) held on 19^th August, 2017 till the conclusion of the 35^th AGM of the Company, subject to the ratification of their appointment at every AGM, if required under law. Accordingly, necessary resolution for ratification of appointment of auditors is included in the Notice for this AGM.

COST AUDITORS AND THEIR REPORT

As per Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, as amended and on the recommendation of the Audit Committee, the Board of Directors of your Company has reappointed M/s. Manisha& Associates, Cost Accountants as "Cost Auditors” to conduct Cost Audit for Steel and Power Division of the Company for the Financial Year 2018-19.

As required under the Companies Act, 2013, a resolution seeking Members' approval for the remuneration payable to the Cost Auditors forms part of the notice of the Annual General Meeting for their ratification.

The Cost Audit Report of the Company for the Financial Year ended 31^st March,2017 was duly filed with Central Government within the stipulated time as prescribed under Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014

SECRETARIAL AUDIT

The Secretarial Audit of the Company for the financial year 2017-18, was carried out by M/s. JNG & Co., Practicing Company Secretaries (C.P. No. 8108). The Secretarial Audit Report is annexed hereto and part of the Director's Report as an 'Annexure II'. The said report does not contain any qualification, reservation or adverse remarks.

SUBSIDIARY & JOINT VENTURE COMPANIES

The Company has 7 Wholly-Owned Subsidiary Companies and 1 step down subsidiary of the Company namely (i) Uttam Galva Holdings Limited in Dubai, (ii) Atlantis International Services Limited in British Virgin Islands, (iii) Uttam Galva Steels Netherlands B.V. in Netherland, (iv) Neelraj International Trade Limited in British Virgin Islands, (v) Uttam Galva Steels BVI Limited in British Virgin Islands and (vi) Uttam Exports BVI Ltd. in British Virgin Islands (vii) Uttam Galva North America, Inc. and (viii) Uttam Galva International, FZE (Step down Subsidiary) in Jebel Ali Free Zone in United Arab Emirates, the subsidiary of Uttam Galva Holdings Limited, Dubai.

Apart from the aforesaid subsidiaries, your Company also has 2 Joint Venture Companies namely (i) Texturing Technology Private Limited and (ii) Moira Madhujore Coal Limited.

The Company has, in accordance with Section 129(3) of the Companies Act, 2013 prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Integrated Report. Further, the report on the performance and financial position of each of the subsidiary and joint venture and salient features of the financial statements in the prescribed form AOC-1 is annexed to this report as 'Annexure III'.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of each of the subsidiary will be available on our website www.uttamgalva.com. These documents will also be available for inspection during business hours at the Registered Office of the Company.

During the year, in one of the Subsidiary of the Company namely Uttam Galva Steels BVI Limited, the Lender has appointed receiver due to default in repayment made by that Company.

HEALTH, SAFETY AND ENVIRONMENT

Your Company values environmental protection and safety as the major considerations in its functioning. We have well-versed pollution control devices namely Air Pollution Control device (scrubber followed by fume extraction system and adequate height of chimney) to ensure level of pollutant parameter which are well within the standard norms. Your Company has zero water discharge unit and 100% of Industrial waste water is being recycled and reused in the process which comprises ETP, UF, RO, and MVRE & MEE. Your Company has Sewage Treatment Plant to treat and reuse treated domestic waste water for flushing and gardening. We have also appointed a laboratory which is approved by Ministry of Environment and Forests (MOEF) & National Accreditation Board to monitor the maintenance of environment on monthly basis. Your Company is yearly submitting Hazardous waste return and Environment Statement Report to Maharashtra Pollution Control Board.

The Company is continuously endeavoring to improve the health and quality of life in the communities surrounding its industrial complexes.

DISCLOSURES UNDER THE COMPANIES ACT, 2013

i) Extract of Annual Return:

The details containing the extract of the Annual Return is enclosed in the Form MGT-9 as an 'Annexure IV' and forms part of this report.

ii) Particulars of Loans, Guarantee or Investment:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Kindly refer note no. 4 of the stand-alone balance sheet.

iii) Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

a) Conservation of Energy

The Company has an Energy Conservation Cell which ensures implementation of the Energy Conservation efforts &Energy Management Policy. Conservation of the energy is a continuous activity and the Company continually strives to conserve energy. During the year under review followings steps has been taken by the Company to conserve energy at its Plant:

- Monitor and Optimize process parameters in the combustion system of all the thermal equipment's in the Plant. This includes Incinerators, Galvanizing furnace, Annealing furnace, Acid Re-generation Plant, Boilers etc.

- The Company has installed variable speed drive in the Utility System (both water and air) to ensure that energy is conserved.

During the year under review, the Company has not taken any steps for utilizing alternate source of energy.

During this year under review, no capital expenditure has been incurred in energy conservation equipment.

Energy conservation has been carried out by effective process optimization.

b) Technology Absorption

The Company's products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. The Company has fully absorbed the technology. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

c) Foreign Exchange Earnings & Outgo

During the year under review, the Company has exported its product in various countries and has also made expenditure in foreign currency. The details of the foreign exchange earnings & outgo are as below:

Rs. in Crore

iv) General Disclosures:

Your Directors state that no disclosures/ reporting are required since there were no transactions in respect of the following items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Significant and material orders passed by the Regulators or the Courts which would impact the going concern status of the Company and its future operations.

c. Issue of Equity shares with differential rights as to dividend, voting or otherwise.

d. Issue of Shares (including sweat equity shares) to employees of the Company under any scheme.

e. Neither the Managing Director not the Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

f. During the year,ArcelorMittal Netherlands B.V. (Copromoter) sold their entire shareholding (inter-se transfer between the promoters) to the other promoter Group Company and Co-Promotion Agreement between the promoters stands terminated from on 7^th February, 2018. The necessary compliances under SEBI (LODR) Regulations have been duly complied with. However, some of the shareholders of the Company filed an appeal with the Hon'ble Securities Appellate Tribunal(SAT) challenging the approval given by National Stock exchange of India and BSE Limited. The matter is pending with the Hon'ble appellate tribunal.

CAUTIONARY STATEMENT

Statements in this Directors' report and in the Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions and those are forward looking statements within the meaning of applicable laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company's operations include raw material availability and its prices, economic conditions affecting demand and supply, price conditions in domestic and international market, change in Government regulations, tax regimes, economic developments and other related and incidental factors.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation to the Central, State & Local Governments, Authorities, Regulatory Bodies, Financial Institutions, Banks, Customers and the Shareholders of the Company for their continued support and co-operation.

Your Directors also like to place on record their sincere appreciation for the total commitment, dedication and hard work put in by every Member of the Uttam Galva Family. Your Directors are deeply grateful to you Shareholders, for the confidence and trust reposed in us.

For and on behalf of the Board

Sd/-

Rajinder Miglani

Place : Mumbai Chairman

Date: 7^th April, 2018 (DIN 00286788)