The Directors present the Forty Eighth Annual Report on the operations of your Company along with Audited Financial Statement of Accounts for the year ended 31^st March, 2018.

FINANCIAL HIGHLIGHTS (Rs. Crores)

PERFORMANCE

The Company achieved a Gross Turnover of Rs. 2704.21Crores in 2017-18 as against Rs. 3771.90 Crores in the previous year, showing a declined by 28.31 % over previous year. The operating Loss before Interest, Depreciation & Tax for the year was Rs. 88.95 Crores as against Rs. 105.53 Crores in the previous year showing an improvement of 15.72%. The Company posted a loss of Rs. 465.82 Crores during the year as against a loss of Rs. 509.82 Crores in the previous year after providing depreciation of Rs. 137.54 Crores (Previous year Rs. 145.38 Crores). During the year there were no changes in the nature of business of the Company, the detailed discussion on Company’s overview and future outlook has been given in the section on ‘Management Discussion and Analysis’ (MDA).

The Company has witnessed a serious down turn in the past few years and there have been a global recessionary condition in the world economy. The Company’s performance was also affected due to unfavorable volatility in the foreign exchange rates, sluggish demand in the Indian Steel industries, dumping of steel products from China, Japan and South Korea. Consequently, the steel industries in India suffered severe financial crises due to which your company also could not have stay immune to the same. Realizing the precarious and disadvantageous position of the steel industry in the country, the Government of India in September 2015 imposed a 20% safe guard duty on import of hot rolled coils. However, by the time Government initiated steps to protect the steel market steel product price have already reached deep lows and the government measures did not provide any reasonable support to the company to cop up with these challenges. Additionally, dumping of Chinese steel in Indian market in the Financial Year 2015-16 which resulted worst for the company and as a result the company could not resist the down turn pressure any further and this eventually resulted in delayed payment to the lenders.

Even after initiating several measures like cost cutting, meeting with Joint Lenders Forum (JLF) and despite various other steps, the company could not prevent itself for becoming Non Performance Asset (NPA) and accordingly the JLF declared our account as NPA.

This has resulted into lack of working capital, volatility in foreign exchange rates, and non-support from suppliers and customers on account of initiation of Insolvency proceedings by State Bank of India (SBI) against the company as financial creditors.

CONSOLIDATED FINANCIAL STATEMENT

The audited consolidated financial statement, pursuant to Section 129 of the Companies Act, 2013 and IND AS 110 on Consolidated Financial Statements has been provided in the Annual Report.

A statement containing salient features of the financial statement of associate Company in accordance with the first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014 in the prescribed form AOC - 1 is annexed as “Annexure V” of this report.

DIVIDEND

In view of the accumulated losses, the Board of Directors do not recommend any Dividend on the Equity shares.

TRANSFER TO RESERVE

The Company has incurred loss, during the year under consideration, hence no amount could be transferred to reserves.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES :

The Company does not have any Subsidiary or Joint Venture Company. The Company has Indrajit Power Private Limited as its Associate Company, the details of the same are attached in form AOC-1 as “Annexure -V”.

RESOLUTION PROCESS

The State Bank of India have filed the petition before National Company Law Tribunal (NCLT) Mumbai Bench, under section7 of the Insolvency and Bankruptcy Code 2016 on 29^th December, 2017 for resolution of their debt.

In the meanwhile, the Company in view of the interdependency of its operation with that of Uttam Galva Metallics Limited (‘UGML’), an associate company, and in order to have an efficient implementation of the resolution plans; filed Transfer Petition seeking transfer & consolidation of the petition filed against the Company before Mumbai Bench with the Petition filed by SBI against UGML before NCLT Bench at Chandigarh. However, the Hon’ble NCLT, New Delhi Principal Bench, taking into consideration the factual matrix of the petition, vide its order dated 13th February, 2018 ordered transfer of petition filed against UGML from NCLT Chandigarh Bench to NCLT Mumbai Bench, to be heard along with the petition filed against the Company.

The petition filed by SBI is not yet admitted as on date.

CORPORATE GOVERNANCE

Pursuant to Regulations 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, are complied with.

A separate report on Corporate Governance and the Auditor’s Certificate on its compliance are annexed hereto and forms part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed and forms integral part of this Report.

The Company adopts a cautious approach in power and fuel consumption by optimizing the operation of shifts and by following strict fuel consumption measures.

DIRECTORS & KEY MANGERIAL PERSONNEL

Your Company has framed a Remuneration Policy which lays down a framework in relation to the Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also lays down the criteria for selection and appointment of Independent Directors. The details of the policy are explained in the Corporate Governance Report. The nomination and remuneration committee comprises of Shri B L Khurana, Ms. Jagath Chandra and Shri. B L Khanna as a member.

During the year under review following persons are the Key Managerial Personnel as per the requirement of section 203 of Companies Act, 2013 Read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulations 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligation and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of Chairman and Non-Independent Directors was carried out by the Independent Directors. The Board of the Directors expressed their satisfaction over the evaluation process.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2017-18, 4 Boards Meetings were held, for details please refer to Corporate Governance on Page No. 20.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY

The Details of Loans Guarantees and Investments covered under the provision of the Section 186 of the Companies Act, 2013 are given in the notes of Financial Statements.

AUDIT COMMITTEE

The Audit Committee Comprises of two Independent Directors namely Shri B L Khanna, Shri B L Khurana and Shri Rajiv Munjal, a Whole Time Director as a Members. 4 (Four) meetings were held during the financial year under review. All the recommendations made by the Audit Committee have been accepted and implemented by the Board of Directors. More details on the committee are given in the Corporate Governance Report

RELATED PARTY TRANSACTION

All the Transactions entered into with Related Parties for the year under review are strictly done as per the provisions of Companies Act, 2013 and Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Company presents full details of transactions of all related party before the Audit Committee, specifying the nature, value and terms & conditions of the transactions. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority.

The details of related party disclosures for the financial year ended 31^st March, 2018 are presented in the notes to accounts as per the requirement of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 read with the IND AS 24.

The disclosure of said material related party transactions in the Form AOC-2 regarding particulars of contract re-arrangement with the related parties, as referred in Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and section 188(1) of the Companies Act, 2013, is not required to be annexed herewith under Section 134(3) (h) read with Section 188(2) of the Companies Act, 2013.

The form AOC-2 regarding the particulars of material related party transaction with Uttam Galva Metallics Ltd. refferred in section 188(I) of the Companies Act, 2013, is annexed herewith as “Annexure VII

CORPORATE GOVERNANCE

In the interest of all the stakeholders and as matter of good corporate governance, your Company is committed to the timely compliance with all the applicable Regulations of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. In terms of Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, a detailed report on Corporate Governance along with a certificate from the Auditors confirming compliance is annexed hereto and forms part of the Directors’ Report as “Annexure IV”.

STATUTORY AUDITOR AND THEIR REPORT

M/s. VSS & Associates, Chartered Accountant, Statutory Auditor of the Company, will hold office till the conclusion of 52^nd Annual General Meeting, subject to ratification at each Annual General Meeting as per the Section 139 of the Companies Act, 2013.

M/s. VSS & Associates, Chartered Accountant, as the Statutory Auditor of the Company have furnished a certificate of their eligibility and consent under Section 141 of the Companies Act, 2013 read with the rules made thereunder. In terms of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Auditor’s have confirmed that they hofd a valid certificate issued by the Peer Review Board of the ICAI. Accordingly, the Board based on the recommendation of the Audit Committee, recommends the ratification of appointment of M/s. VSS & Associates, Chartered Accountant, as Statutory Auditor of the Company for the term of one year for the approval of members.

Notes to the accounts as referred in the Auditor’s Report are self- explanatory and does not contain any qualification and therefore, do not call for any further comments or explanations.

COST AUDITORS AND COST AUDIT REPORT

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records of the Company.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. Manisha & Associates, Cost Accountants as Cost Auditor to audit the cost accounts of the Company for the financial year 2018-19 at a remuneration of Rs. 60,000/- per annum and reimbursement of out of pocket expenses if any. 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 convening the Annual General Meeting.

The cost audit report for the financial year 2016-17 was filed with the Ministry of Corporate Affairs.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of the Section 204 of the Companies, Act, 2013 read with the rules made there under, the Company has re-appointed M/s. JNG & Co., a firm of Practicing Company Secretaries (CP No. 8108), to undertake the Secretarial Audit of the Company. The Secretarial Audit Report, is annexed herewith as Annexure VII and forms an integral part of this report. The said report does not contain any qualification, reservation or adverse remarks. However, the observations mentioned in the Secretarial Audit Report are statement of facts which have been suitably addressed in the Directors Report and the Annexures thereto.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rules 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this reports. In terms of section 136 of the Companies Act, 2013, the said information is available for inspection at the registered office of the Company before 21 days of the ensuing Annual General Meeting during business hours on working days.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the directors and employees of the Company to approach Audit Committee of the Company to report existing/ probable violations of laws, rules, regulations or unethical conduct.

The Whistle Blower Policy has been posted on the website of the Company (www.uttamvalue.com)

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual return in form MGT-9 as required u/s. 92 of the Companies Act, 2013 is included in the Report as “Annexure - III” and forms an integral part of this report.

RISK MANAGEMENT

As required by Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Company has framed the Risk Management Policy. The Risk Management Policy defines the Risk Management Approach of the Company which includes periodic review of such risks and also documentation, mitigating controls and reports mechanism of such risks.

The Main objective of this policy is to ensure sustainable business growth with stability and to promote proactive approach and reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy established a structure and disciplined approach to risk management in order to guide decision on risk related issues.

Under the current challenging and competitive environment the strategy for mitigating inherent risk in accomplishing the growth plan of the Company are imperative. The Common risk interalia are regulatory risk, competition, financial risk, technology obsolescence, human resources risk, political risks, investments, retention of talents, expansion of facilities and product price risk.

CORPORATE SOCIAL RESPONSIBILITY:

Though the provisions of Section 135 of Companies Act, 2013 and Rules made there under regarding Corporate Social Responsibility are not attracted to the Company hence the detailed report on CSR activities is not annexed to this Report, yet the Company has formed the Corporate Social Responsibility (CSR) Committee comprises of Shri Rajiv Munjal- Chairman of the committee, Shri Rajinder Miglani & Shri B L Khanna as a member as per the requirement of Companies Act, 2013, the Company believes that Corporate Social Responsibility (CSR) is the continuing commitment for improving the quality of life of the society at large. The Company strives to contribute to the environment to its fullest to avoid irreversible changes in the ecosystem. We contribute to this global effort with activities such as planting of tree saplings and promoting environmental protection awareness amongst our employees. Company controls the pollutions by recycling and reusing the scrap with safety, health and environment protection high on its corporate agenda.

The Company has been, over the years, pursuing part of the corporate philosophy, and unwritten CSR Policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the Community with those of Company itself in an environment of partnership for inclusive development, the Company is committed for conducting business with a strong environment conscience, so as to ensure sustainable development, safe work places and enrichment of the quality of life.

ENVIRONMENT AND SOCIAL OBLIGATION

The Company’s plants comply with all norms set up for clean and better environment by the competent authorities. The Company undertakes regular checks / inspections including certification for the maintenance of the environment. The Company values environmental protection and safety as the major considerations in its functioning. The Company has adequate effluent Treatment Plants to prevent pollution. The Company is continuously endeavoring to improve the health and quality of life in the communities surrounding its industrial complex.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURT

There are no 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.

STATUTORY COMPLIANCE:

The Company has complied with the various provisions of the Companies Act, 2013, the SEBI, (Listing Obligations & Disclosure Requirements) Regulations 2015. Certificates are obtained from units of the Company and the Board is informed of the same at every Board meeting.

INVESTOR SERVICES

The Company and its Registrars and Share Transfer Agent, namely M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders Correspondence endeavored their best to service the Investors satisfactorily. Your Company has constituted a Stakeholders Relationship and Grievance Committee comprising of 3 senior Directors Shri Rajinder Miglani, Shri B L Khanna and Ms. Jagath Chandra as a member to redress the Investor Grievances.

DIRECTORS

In term of the Articles of Association of the Company, Mr. Rajinder Miglani (DIN 00286788)) retires by rotation and being eligible offers herself for re-appointment at the ensuing Annual General Meeting.

During the year under review Ms. Jagath Chandra, Non Executive Woman Director has been appointed as an Independent Director w.e.f. 4^th January, 2018 and Shri Arvind Gupta, Non-Executive Independent Directors was appointed w.e.f 19^th January, 2018 on the Board of the Company.

None of the Directors of your Company is disqualified under Section 162 (2) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors’ Report. GENERAL DISCLOSURES

i) The information required under section 197 (12) of the Companies Act. 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of Directors Report for the year ending 31^st March, 2018 is prepared separately forming part ofthis Report.

Having regard to the provisions of the first proviso to section 136 (1) of the Act and as provided in 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 members interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company’s website.

ii) Your Directors states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review :

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

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

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

d) Neither the Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

GREEN INITIATIVES

Electronic Copies of the Annual Report and notice of the Annual General Meeting are sent to all members whose email address is registered with the Company depository participant(s). For members who have not registered their email addresses, physical copies of the Annual Report and the Notice of the Annual General Meeting under section 101 of the Companies Act 2013 are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act 2013 and rule 20 of the Companies (Management and Administration) Amendment Rules 2015. ACKNOWLEDGEMENT:

Your Directors wish to express their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers, Vendors and Members and Stakeholders during the year under review. Your Directors also wish to express their immense appreciation for the devotion, commitment and contribution made by the employees of the Company while discharging their duties.

For and on behalf of the Board

B L Khanna

Chairman

Dated: 6^th April, 2018

Place: Mumbai