Usha Martin Ltd. — Annual Report 2019

May 27, 2019

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Usha Martin Limited

Regd. Office : 2A, Shakespeare Sarani, Kolkata - 700 071, India Phone : (00 91 33) 71006300/599, Fax : (00 91 33) 2282 9029, 71 006400/500 CIN: L31400WB1986PLC091621 Website: . in.com www ushamart

UML/SECT/

May 27, 2019

The Secretary The BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street Mumbai - 400 001 [Scrip Code: 517146)

Societe de la Bourse de Luxembourg 35A Bouleverd Joseph II L-1840, Luxembourg [Scrip Code: US9173002042]

The Secretary National Stock Exchange of India Ltd Exchange Plaza, 5th Floor, Plot No.C/1, G Block, Sandra Kurla Complex, Sandra (E) Mumbai - 400 051 (Scrip Code : USHAMART)

Dear Sir / Madam,

The Board of Directors of the Company at their meeting held today has approved and taken on record audited financial results on standalone and consolidated basis for the quarter and year ended 31st March, 2019.

The said financial results (on standalone and consolidated basis) of the Company for the quarter and year ended 31st March, 2019 prepared in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with Auditors Report are enclosed herewith for your ready reference and record.

S R Batliboi & Co. LLP, the Statutory Auditors of the Company have issued auditor's reports with an unmodified opinion on the financial statements.

The Board Meeting commenced at 1:30 P.M. and concluded at8-3oP.M. (1ST).

Thanking you,

Yours faithfully, For Usha Martin Limited

Rajet!!::;: Managing Director

Encl: as above

S.R. BArL1Bo1 & Co. LLP Charterecl Accountants

22, Camac Street 3rd Floor, Blocl1 'B' Kolkala - 700 016, India Tel : +91 33 6134 4000

Auditor's Report On Quarterly Financial Results and Year to Date Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 �. as amended

To

Board of Directors of

Usha Martin Limited,

• I. We have audited the accompanying statement of quarterly standalone Ind AS financial results of Usha Martin Limited ('the Company') for the quarter and year ended March 31, 2019 ('the Statement'), attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('the Regulation'), read with SEBI Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016 ('the Circular'). The standalone Ind AS financial results for the quarter and year ended March 31, 2019 have been prepared on the basis of the standalone Ind AS financial results for the nine-month ·period ended December 31, 2018, the audited annual standalone Ind AS financial statements as at and for the year ended March 31, 2019, and the relevant requirements of the Regulation and the Circular, which are the responsibility of the Company's management and have been approved by the Board of Directors of the Company. Our responsibility is to express an opinion on these standalone financial results based on our review of the standalone Ind AS financial results for the nine-month period ended December 31, 2018 which was prepared ln accordance with the recognition and measurement principles laid down in Indian Accounting Standard (Ind AS) 34 Interim Financial Reporting, specified under Section 133 of the Companies Act 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India; our audit of the annual standalone Ind AS financial statements as at and for the year ended March 31, 2019; and the relevant requirements of the Regulation and the Circular.

• We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion.

• In our opinion and to the best of our information and according to the explanations given to us, these quarterly standalone Ind AS financial results as well as the year to date results:

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. S.R. B.itllboi 8 Co. LLP. a Limited Liability Partn•rsh,p with LLP hl•nl,ty No. AAB-4294

S.R. BATl.lBOI & Co. LLP Chartered Accountants

• i. are presented in accordance with the requirements of the Regulation read with the Circular, in this regard; and

• ii. give a true and fair view of the net profit including other comprehensive income and other financial information for the quarter ended March 31, 2019 and for the year ended March 31, 2019.

• Further, read with paragraph 1 above, we report that the figures for the quarter ended March 31, 2019 represent the derived figures between the audited figures in respect of the financial year ended March 31, 2019 and the published year-to-date figures up to December 31, 2018, being the date of the end of the third quarter of the current financial year, which were subjected to a limited review as stated in paragraph 1 above, as required under the Regulation and the Circular.

5. Emphasis of Matter

We draw attention to Note 8 regarding recoverability of book values of Rs. 14,199 lal<.hs (net of discounting impact of Rs. 990 lakhs) of moveable and immoveable assets including land and advances for land pertaining to Kathautia and Lohari coal blocks that were deallocated during an earlier year. We have been informed that various measures have been initiated by the management for timely realisation of the aforesaid recoverable amounts. Pending outcome of such measures, no adjustments to the financial results in this regard have been considered necessary by the management. Our opinion is not modified in respect of this matter.

For S.R. BATLIBOI & CO. LLP

Chartered Accountants

!CAI Firm Registration Number: 301003E/E300005

per Bhaswar Sarkar Partner Membership No.: 055596 Place of signature: Kolkata Date: May 27, 2019

usha martin

Usha Martin Limited S:.atement of Standalone Financial Results for the quarter and year ended 31st March, 2019

(Amounts In Rs. Lakhs unless otherwise stated)

Particulars			Quarter ended			Year	ended	ended
	31st March, 2019	I	31st December, 2018 l	31st March, 2018		31st March,I 2019	I I I·1	31st March, 2018
	Audited		Unaudited	Audited		Audited		Audited
	(Refer Note 2		(Refer Note S)	(Refer Note 2		(Refer Note5)		[Refer Note5)
	and5)			and5)
Continuln� Operations
Revenue Rev�nue f!_om operations (refer note 3 2nd 4)	'2,941		_42,681	39.120I		�.69,0�			l,41,767
Other Income (refer note 11)	l,�2		933	3,855		4 720			7,515
Total income	44,163		43,614	42,975		1,73,768			�49,282
Expenses__ Cog_ofmater�s consumed	l7,734		_27,526	26,897_	.	- I __1,15,529		_88,068
Purchases ofstock-in-trade Changes In iqventorles of finished goods, work-in-progress and stock-in-trade Excise duty on sale of �ads [refer note 4) Employee ben�ms expe__n� Finance costs Depreciation and amortisation !Xpens_e Other expe�ses (refer note 4) P�fit before tax for the eeriod from contlnulnl ope!atlons	156 (276) 2,805 3,7?6 694 6,104 39,943 4,2?0		114 552 �,027_ 2,074 708 6,754 ___ 40,755 _2,859	103 314 __2,316 2,129 734 5,582 38,075 4,900		519 (6,743) 11,l_7_ 9,0� 2,8!0_ _24,844 1,57,� __16,40Q		514 3,2!0 3,102 ~~_~~lQ,446 __~~_7,648~~ 2,896 . 24 _7,148 _,!}4
Tax expense
Current tax	65					65
Adjustment of tax relatingto earlier erlods Deferred tax cha_e/�dit)lrefer note 9J__ Tax (income)/expense of continuing operations Profit for the �lad from continuing operati�a) Discontinued operations(refe� nC_!5)	227 --- 23,7_iQ) (23,468) 27,688	- ---·•--- ·-- 2,859 4,900				227 _(33,76Q (2314681 39,868			12,134
Loss for the period from discontinued operations before tax Ta_ncome/(�pense) of discontinued_oferatl� Loss for the period from discontinued operations after tax � ·----- Profit/(loss) fcr the perl� l(c] =(a}+ (b)l	(22,015) 22,!!5] �?3		(7,45!} ?!.�1) (4,592!	_,56SJ (3,565! **1!3� **		(33,968J {33,96 5,200			(',368) (40,368) (28,234)
Other comprehensive Income (a) Items that will not be reclassified to profit or (loss) -(b)Tax benefit/ (expense) ontems that will not.beclassified to £Qor los_s__	251 _]		(69-	135		�) 86)			15
Total Other comprehensive income for the period, net of
�K(dl To_!al compretnsive Income for the period[le)+ (di] Paid-upequl!Y. hare c�I(fce value of Re 1/- each) Other eqtlt_� per balance sheet	165 �,38 �54		__(6971 [�,289] 3!□�-	135 1,470 __3,054		(160] s.�� 3,054 20,039			15 (28,219) 3,05�. 14,301
	9.09		0.94*	- 1.611·		13.08
	[7.23)	•		_(1.17)	♦-
Basic and Diluted				__Q.441♦i-_ 1.93					_(_g?)

f!Sha martin

Usha Martin Limited

Standalone segment information

fSha martin Usha Martin Limited Standalone segment information
			(Amount:s in Rs. Lakhs unless otherwise stated)
		Quarer ended		Year ended
Particulars	31st March,2019	31st December, 2018	31st March, 2018	31st March, 2019	31st March, 2018
	Audited	Unaudited	Aidlted	Audited	Audited
	(Refer Note 2 and 5)	(Refer Note S)	{Refer Note 2 ahc 5)	{Refer Note 5)	(Refer Note 5)
Segment Revenue
Wire and Wire Ropes	42,758	42,663	38,539	1,68,750	1,41,029
Others	183	18	581	298	738
Revenue from Continuing operations	42,941	42,681	39,120	1,69,048	1,41,767
Revenue from Discontinued operations (Refer note S)	80,357	1,02,343	98,859	3,94,200	3,44,627
Less : Inter segment revenue fron1 discontinued operations to
continuing operations	24,100	23,307	22,508	96,448	73,614
Revenue from Discontinued operations to external customers	56,257	79,036	76,351	2,97,752l	2,71,013
Total Revenue from Continuing and Discontinued operntions	99,198	1,21,717	1,15,471	4,66,800	4,12,780
Segment Results
Profit/ (Loss) for the period before tax and finance costs
from Continuing operations
Wire and Wire Ropes	6,264	4,586	6,484	25,115	19,834
Others	(80)	(109)	(2)	128	(274)
Total	6,184	4,477	6,482	25,243	19,560
Less:
Finance costs	2,726	2,074	2,129	9,022	7,648
Other Unallocable Expenditure (Net of Unallocable
Income)	(762)	[456)	(547)	{179)	(222)
Profit for the period before tax from Continuing operations	4,220	2,1!59	4,900	16,400	12,134
Discontinued operations (Refer note S)
Steel : Loss for the period from Discontinued operations
before tax and finance costs	{9,830)	5,135	8,440	15,047	9,081
Less:
Finance costs	12,1��	12,586	12,oos	49,015	49,449
Loss for the period before tax from Discontinued operations	(22,015)	(7,451)	(3,5651	(33,968)	(40,368)
Total Profit/ (Loss) before tax	{17,795)	(4,592)	1,335	(17,568)	(28,234)
Segments Assets
Steel	4,28,796	4,67!330	5,24,470	4,28,796	5,24,470
Wire and Wire Ropes	1,07,452	1,10,981	1,06,224	1,07,452	1,06,224
Others	6?,023	30!924	11,550	65,023	11,550
Total Assets	6,01,271	6,09,235	6,42,244	6,01,271	6,42,244
Segments Liabilities
Steel	1,96,690	2,26,555	2,04,921	1,96,690	2,04,921
Wire and Wire Ropes	26,878	26,404	30,681	26,878	30,681
Others	3,54,610	3,39,018	3,89,287	3,54,610	3,89,287
Total Liabilities	_5!78!178	�5,91,977	6,24,889	5,78!178	__6!24,889

Note:

e usha martin_

Usha Martin Limited

Standalone statement of assets and liabilities

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(Amounts In Particulars ASSETS Non-current assets 31st -- -- -- --- -- ---- --- -- (a) Property, plant and equipment {b} CapitaJwork-in-progress (cJ_nta�ible ass_ets (d} Financial a�ets (i) lnves\men� Jil) Loans (iii) Other fina_ncial assets (e}Advance incgme tax assets(net) ~~(~~f~~)~~Deferred tax assets~~(~~n�t~~)~~ �} Other non-curreniassets Total non-current assets - . Current assets - -- (a) Inventories {b} Fina�i_al assets (I) T@de_receivables (Ii)Cash and c�h�quivalents (iii) Other ba_k balances (iv) �oans _ (v) Other financial assets (c} Other _u�ent_assets Assets held for sale Total current assets - - - Assets of discontinued operations classified as held for sale (Refer Note 5) Total assets -- - EQUITY A�D LIABILITIES Equity !(a) Equity share capital- - i(bY.othere-quiW- -- Liabilities Non-current liabilities Ja) Financial liabilities __(i) Borrowings. (b) Provisions (c) Governme0t grants Ld) Oth�_r non-current liabili� Total non-current liabilities Current liabilities (a) �nanc.@_I_Uabilities (i) Borrowinf_s (li)_rade p_ayables (A) Total outstanding dues of micro enterprises and s'ali enterprises (B) Total outstanding dues of creditors other than micro �nterpr]�e� an�mall enterprises (Iii) Other financial liabilities (b) Provisions (c) Current tax liabilltie�(net) (d) Other c�rren! lia�ili!!es Total current liabilities Liabilities of discontinued operations classified as held for is;l�(Refer Note 5) Total liabilities [Total e.uity and liabilities ·- -- ·- ·

Rs. Lakhs unless otherwise stated) As at As at I March, 2019 31st March, 2018 �udited) (Audited) -- --- --- -- 40,567 877 831 -- 15,0_65 l,17� 2!710 --·3��6 23,846 - 16,�21 1,05,972 - .. -- - - - 24,�96 21,705 620 2,766 53 11,128 3,348 63,896 2607 66�50� 4,28J96 6,011271 4,?9,095 2!924 3,404 15,0?5 l,38� 3,050 __3,779 11,131 __ 4,68,834 87,226 _55,764 1,046 1,243 1,094 12,846 914�Z 1,681676 -�734 1,73,410 6,42�244 -- ..!�54 3,054 20,039 14,301 23,093 17,355 2,26,973 1,409 2,30,057 7 21,828 51,946 626 175 ~~10,593~~ 1,51,431 1,96,690 -~~-~~�,78,178 6,011271 -�2,65_579 4,536 3,152 __1,592 _2!74,859 1,436 _2,830 49,135 1,356 110 _2�647 _,50,030 _,24,889 6,42,244

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usha martin 1:":

Usha Martin Limited

Notes:

1. The above results of Usha Martin Limited ("the Company") for the quarter and year ended March 31, 2019 have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on May 27, 2019.

2. These results have been prepared on the basis of the audited financial statements for the year ended March 31, 2019 and the Interim financial results for the quarter and nine months period ended December 31, 2018, which are prepared in accordance with the Ind AS notified under the Companies (Indian Accounting Standard) Rules, 2015. The figures of the last quarter are the balancing figures between audited figures for the full financial year and unaudited year to date figures up to the third quarter of the respective financial year which are subjected to limited review.

3. The Company has adopted Ind AS 115 'Revenue from Contracts with Customers' with effect from April 1, 2018 using the modified retrospective method. The application of Ind AS 115 did not have any significant impact on retained earnings as at April 1, 2018. Also, the application of Ind AS 115 did not have any significant impact on the recognition and measurement of revenue and related items in the financial results for the quarter and year ended March 31, 2019.

4. As per requirements of SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015, and Indian Accounting Standard (Ind AS), revenue for the period upto June 30 2017, is grossed up for Central Excise Duty. Post the applicability of Goods and Service Tax (GST) with effect from July 01, 2017, Central Excise was also abolished from that date and revenue from operations is disclosed net of GST. As mandated by Ind AS 115 and Schedule Ill of Companies Act 2013, GST is not to be Included as part of Revenue and hence revenue from operations for the year ended March 31, 2019 is not comparable with revenue from operations for the year ended March 31, 2018 presented in the results.

5. The Board of Directors and shareholders of the Company at their meeting held on September 22, 2018 and November 10, 2018 respectively, approved the sale and transfer of the Company's Steel Business and Plant and Machinery of the Bright Bar Business ("SBB Business") to Tata Steel Limited or its subsidiaries ("TSL") on a going concern basis under a slump sale arrangement. The SBB business includes a specialised steel alloy manufacturing plant, an operative Iron ore mine, a coal mine under development, captive power plants and Plant and Machinery of Bright Bar Business. Accordingly, a Business Transfer Agreement ('BTA') was executed on September 22, 2018 between the Company and TSL. Subsequently, on October 24, 2018, the Company has entered into a novation agreement with TSL and Tata Sponge Iron Limited (the 'Purchaser'), a subsidiary of TSL whereby all rights and obligations of TSL under the terms of the BTA was assumed by the Purchaser. On April 7, 2019, the Company further entered into a supplemental agreement ('Supplemental BTA') with the Purchaser to record the amendment and substitution of certain provisions of the BTA. The transfer of SBB Business to the Purchaser was subject to the satisfaction of conditions precedent as stipulated in the BTA and Supplemental BTA and receipt of applicable permissions and consents from concerned regulators / authorities.

In the Standalone Financial Statements, the net results of SBB business has been determined taking into consideration directly attributable and appropriately allocated income and expenditure including interest costs and has been disclosed separately as discontinued operation as required by Indian Accounting Standard (Ind AS) 105 Asset Held for Sale and Discontinued Operations and Schedule Ill to the Companies Act, 2013. Consequently, the Company's results for the periods presented pertains to its continuing operations only and for that purpose the results for the quarter and year ended March 31, 2018 had to be restated accordingly.

Assets and liabilities of SBB business covered by the BTA has been disclosed as held for sale and disclosed separately in the Standalone.Statement of Assets and Liabilities as at March 31, 2019. As mandated by Ind AS 105, assets and liabilities has not been reclassified or re-presented for prior period i.e. year ended March 31, 2018.

In terms of the BTA, certain assets pertaining to SBB Business which are pass through in nature, which would be paid back to the Company as and when received bv the Purchaser, hence shown as part of the continuing business.

On April 9, 2019 (closing date), the Company has completed the sale of its steel business to the Purchaser (except for transfer of an operative iron ore mine, coal mine under development and some of the assets which would be transferred subsequently subject to fulfilment of certain conditions precedent contained in the BTA and supplemental BTA). Cash consideration of Rs 346,863 lakhs [after ,1djustments for pr□-vlsional negative working capital (NWC) o"f Rs 43,093 lakhs on the closing date and holdbacks of Rs 64,000 lakhs pending transfers of some of the assets including mines and certain land parcels] was discharged by the Purchaser in the Escrow accounts. The Company has utilised the above cash consideration to prepay the borrowings of various lenders. Certain adjustments to current assets and liabilities (NWC) as required by the terms of BTA would be quantifiable at the time of transfer of the entire SBB business and hence will be accounted for at the time of such transfer.

The closing date being subsequent to the balance sheet date, no gain/loss with respect to sale of steel business has been recognised in the Statement of Profit and Loss for ti1e year ended March 31, 2019. Subject to final working capital adjustments, total assets and liabilities of SBB business is Rs 428,796 lakhs and Rs 196,690 lakhs respectively as at March 31, 2019.

1. The Board of Directors of the Company had in their meeting held on April 8, 2019 approved sale of Wire Mill facility situated at

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usha martin -tn

Usha Martin Limited

Notes:

1. The details of discontinued operations are as follows:

(Amounts In Rs. Lakhs unless otherwise stated)

lPartlculars		Quarter ended		Year ended	Year ended
	31st March,	31st December,	31st March,	31st March,	31st March,
	2019	2018	2018	2019	2018
	Audited	Unaudited	Audited	Audited	Audited
	(Refer Note 2	(Refer Note 5)	(Refer Note 2	[Refer Note 5)	( Refer Note 5)
	and 5)		and 5)
ITotal Income	85,449	1,02,964	99,816	4,00,911	3,48,170
Total eKpenses ILoss before taK for the period from discontinued operation	1,07,464 [22,015)	1,10,415 [7,451)	�00, 381� (3,565)	4,34,879 3,88,538 {33,96B)j (40,368} L

1. Pursuant to the Hon'ble Supreme Court order dated September 24, 2014 followed by promulgation of the· Coal Mines[(] Special Provision[) ] Act, 2015[(] CMSP Act[)] , the allocation of Lohari and Kathautia coal blocks was cancelled with effect from September 24, 2014 and April 1, 2015 respectivel[y] .

Consequently, the Company is carrying an amount of Rs.14,199 lakhs[(] net of discounting impact of Rs 990 lakhs[) ] as Assets held for sale/Advance against land, which consists of assets in the form of land, movable and immovable properties, advances etc. During the year, the Company has filed an application before Hon'ble Delhi High Court for refund of Rs 10,545 lakhs deposited with State of Jharkhand towards acquisition of land which was subsequently de-notified. Based on regular follow-up with the concerned Government authorities, ne·gotla tions with the Company to whom the aforesaid Coal Block was subsequentl[y ] allotted, related judicial ruling, other recourses available to the Company and the advice of the Company's Legal Counsel, management expects to realize at least the carrying values of the aforesaid assets in the near future. The Statutory auditors of the Company have drawn an Emphasis of Matter in their audit report in this regard.

1. Till previous year ended March 31, 2018, the Company was recognising deferred tax assets[(] DTA) arising on unabsorbed depreciation and brought forward business losses to the extent of aggregate deferred tax liabilities only and balance were not recognised in view of prudence and uncertainty of recovery of such assets against future t<)xable income. Pursuant to sale of SBB business during the year, the Company has recognised net DTA of Rs 23,846 lakhs as part of continuing business. Management believes that it Is probable that such DTA can be utilised against lon[g] -term ca[p] ital[g] ain arisin[g ] from sale of SBB business and balance a[g] ainst future taxable income arisin[g ] from the continuin[g ] business.

2. The earnin[g] s[p] er share of continuin[g ] o[p] erations for the[q] uarter and[y] ear ended 31st March, 2019 are hence not com[p] arable with the earnings per share of the[p] revious[p] eriods re[p] orted.

3. Durin[g ] the[q] uarter ended March 31, 2019, the Com[p] an[y ] has received demand letter from Aditya[p] ur Industrial Area Development Authorit[y (] AIADA[) ] for fl.s 3,091 lakhs in relation to 92.14 acres of leased land on account of[p] ast mer[g] er[p] ur[p] ortedl[y ] under Re[g] ulation 24[(] i[) ] of the Jharkhand Industrial Area Develo[p] ment Authorit[y ] Re[g] ulations, 2016[(] "JIADA Re[g] ulations"[) ] and Rs 5,550 lakhs In relation to 207.12 acres of freehold land on account of char[g] es for[p] ast mer[g] er[p] ur[p] ortedl[y ] under JIADA re[g] ulations, outstandin[g ] land rent, land lev[y ] and[p] rocessin[g ] fees on account of name chan[g] e. The Com[p] a[y ] intends to[p] ursue this matter for refund of the amount[p] aid before a[pp] ro[p] riate authorities.The Com[p] an[y ] has[p] aid the above amount under[p] rotest and without pre[j] udice to Company's rights and contentions, including the right to refund of the same. Management believes that the final outcome in this matter will be in favour of the Com[p] an[y ] which is dul[y ] su[pp] orted b[y ] a le[g] al opinion obtained and accordin[g] l[y ] no ad[j] ustment are considered necessar[y ] in the financial results.

4. Other income from continuin[g ] operations for the[y] ear ended March 31, 2019 includes Rs 609 lakhs on account of[p] rofit on sale of assets, dividend income amountin[g ] to Rs 513 lakhs[(] Year ended March 31, 2018 from continuin[g ] o[p] erations includes Rs 3,361 lakhs on account of[p] rofit on sale of assets, Rs 1,018 lakhs towards liabilities no lon[g] er re[q] uired written back[)] .

5. 1'. ,,.,;,.,, pe,;od ;;go,., ha,e beeo "grn,[p] ed / .""''°''' whe,e.ec °'"""Y, to coolocm to rncceot[p] ,c;od[P] "seo tat;oo

at;oor fl.ajeev Jhawar Managing Director

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Place : l<oll<ata Dated : Ma[y ] 27, 2019

S.R. BATI.IBOI & Co. LLP Chartered Accountants

22, Carnac Streel 3rd Floor, Block 'B' l<olkata · 700 016, India Tel : +91 33 6134 4000

Auditor's Report On Quarterly Consolidated Financial Results and Year to Date Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

To

Board of Directors of

Usha Martin Limited,

1. We have audited the accompanying statement of quarterly consolidated Ind AS financial results of Usha Martin Limited ('the Company') comprising its subsidiaries (together, 'the Group') and its jointly controlled entities for the quarter and year ended March 31, 2019, attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('the Regulation'), read with SEBI Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016 ('the Circular'). The consolidated Ind AS financial results for the quarter and year ended March 31, 2019 have been prepared on the basis of the consolidated Ind AS financial results for the nine-month period ended December 31, 2018, the audited annual consolidated Ind AS financial statements as at and for the year ended March 31, 2019, and the relevant requirements of the Regulation and the Circular, which are the responsibility of the Company's management and have been approved by the Board of Directors of the Company. Our responsibility is to express an opinion on these consolidated Ind AS financial results based on our review of the consolidated Ind AS financial results for the nine-month period ended December 31, 2018 which was prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard (Ind AS) 34 Interim Financial Reporting, specified under Section 133 of the Companies Act 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India; our audit of the annual consolidated Ind AS financial statements as at and for the year ended March 31, 2019; and the relevant requirements 'of the Regulation and the Circular.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial results are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion.

3. In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of other auditors on separate financial statements and the other financial information of subsidiaries and jointly controlled entities, these quarterly consolidated Ind AS financial results as well as the year to date results:

4. i. includes the results of the entities as mentioned in Annexure I;

5. ii. are presented in accordance with the requirements of the Regulation read with the Circular, in this regard; and

6. iii. give a true and fair view of the consolidated net profit including other comprehensive income and other financial information for the quarter and year ended March 31, 2019.

7. We did not audit the financial statements and other financial information, in respect of nineteen subsidiaries (including ten step down subsidiaries), whose Ind AS financial

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S.R. Balljboi & Co. LLP, a Umlled Llablllty P,irlnership wilh LLP Identity No. AAB-4294

S.R. & Co. LLP BATL1B01 Chartered Accountants

statements include total assets of Rs 136,457 lakhs as at March 31, 2019, and total revenues of Rs 31,156 lakhs and Rs 121,036 lakhs for the quarter and year ended on that date respectively. These Ind AS financial statements and other financial information have been audited by other auditors, which financial statements, other financial information and auditor's reports have been furnished to us by the management. The consolidated Ind AS financial results also include the Group's share of net profit of Rs. 130 lakhs and Rs. 284 lakhs for the quarter and for the year ended March 31, 2019 respectively, as considered in the consolidated Ind AS financial results, in respect of three jointly controlled entities, whose financial statements and other financial information have been audited by other auditors and whose reports have been furnished to us by the management. Our opinion, in so far as it relates to the affairs of such subsidiaries and jointly controlled entities is based solely on the report of other auditors. Our opinion is not modified in respect of this matter.

1. Further, read with paragraph 1 above, we report that the figures for the quarter ended March 31, 2019 represent the derived figures between the audited figures in respect of the financial year ended March 31, 2019 and the published year-to-date figures up to December 31, 2018, being the date of the end of the third quarter of the current financial year, which were subjected to a limited review as stated in paragraph 1 above, as required under the Regulation and the Circular.

6. Emphasis of Matter

We draw attention to Note 8 regarding recoverability of book values of Rs. 14, 199 lakhs (net of discounting impact of Rs. 990 lakhs) of moveable and immoveable assets including land and advances for land pertaining to Kathautia and Lohari coal blocks that were deallocated during an earlier year. We have been informed that various measures have been initiated by the management for timely realisation of the aforesaid recoverable amounts. Pending outcome of such measures, no adjustments to the consolidated financial results in this regard have been considered necessary by the management. Our opinion is not modified in respect of this matter.

For S.R. BATLIBOI & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Bhaswar Sarkar Partner

Membership No.: 055596 Place of signature: Kolkata Date: May 27, 2019

Chartered Accountants

S.R. 8AruB01 & Co. L P

Annexure I

List of subsidiaries/jointly controlled entities

Subsidiaries

**S. **	No.	Name
1		UM Cables Limited
2		Usha Martin Power and Resources Limited
3		Bharat Minex Private Limited
4		Gustav Wolf Speciality Cords Limited
5		Usha Martin International Limited
6		Usha Marin UK Limited @
7		European Management and Marine Corporation Limited @
8		Brunton Shaw UK Limited @
9		De Ruiter Staalkabel B.V. @
10		Usha Martin Europe B.V.@
11		Usha Martin Italia S.R.L. @
12		Brunton Wolf Wire Ropes FZCO.
13		Usha Martin Americas Inc.
14		Usha Siam Steel Industries Public Company Limited
15		Usha Martin Singapore Pte. Limited
16		Usha Martin Australia Pty Limited @
17		Usha Martin Vietnam Company Limited @
18		PT Usha Martin Indonesia@
19		Usha Martin China Company Limited@

@ Represents step-down subsidiaries

Jointly controlled entities

**S. **	No.	Name
1		Pengg Usha Martin Wires Private Limited
2		CCL Usha Martin Stressing Systems Limited
3		Tesac Usha Wirerope Company Limited*

• Represents step-down jointly controlled entities

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, usha martin

Usha Martin Limited

Statement of Consolidated Financial Results for the quarter and year ended 31st March, 2019

										(Amounts	(Amounts		In Rs. Lakhs unless	In Rs. Lakhs unless	In Rs. Lakhs unless	otherwise stated)	otherwise stated)
Particulars							Quarer ended							Year		ended
Continuing Operations Revenue Revenue from operations (refer note 3 and 4) jOther Income (refer note 12) Total Income			31st (Refer	Marth, 2019 Audited Note 2 and 5) 62,666 560 63,226	I I	I I +		31st December, 2018 31stMarch, 2018 Unaudited (Refer Note 5) 61,541 - __ 1,547 63,088 Audited (Reier Note 2 and S) 5_2,152 4,219 61,371			I 1		31st March,20lt l31st March,20181 Audited Audited (Refer Nole 5) (Refer Note 5) -- --- , __2146,� 2,09,967 7,679 2,17,646I 3,976 2,50,928j 1
EKpenses least of materials consumed Purchases of stock-In-trade Changes in inventories of finished goods, work-in-progress and stock-in-trade !Excise duty on sale of goods [refer note 4) .. _ ·- . Employee benefits expense Finance costs				38, 045 170 (4471 6,�79 3,269	1 1	I		�	36,991I 184I 402 1,110l 2,927	37,901 117 _212) 1 14) 6,192 2,550	I 1		I �	1,59,047 698I [8,515)1 i 27,891 11,353		I	1,28,278 592 (980) 3,395 24,880 9,248	I
IDepreciali_on and amortisation expense Other expenses (refer note 4) Total expenses· Profit befre tax f�the perioc from cont!!uing operations •Tax expense: (1) Current tax (2) Adjustment of tax relating to earlier periods 1 (3) Deferred tax charge/(credlt)[refer note 10] Tax (income) / expe�se of continuing operat(ons				1_506 1 9,488 59,010 �<::1. 227 (23,752)I (2�183)1 J					1,525! 10,396i 59;535i 3, 553 -1 99! 225II 324 --	1,542 8,222 56,298 .073 -" (321) _239)	1 1 1		I 1	6,086 38,197 2,34,757 16,171 767 227 (23,740) [22,7461			6,026 31,988 2,03,427 14,219 518 (71 511
Profit befre share of profit of joint ventures from continuing	operations			27,399					3,229	5,312				38,917			13,708
Share of profit of Joint ventures				129					80	36				284
Profit afer share of profit of joint ventures from continuing operations (al ~~�~~ iscontinued operati'_ns (r�fer not� 5)-=- ossbefore ta• for theperiod from discontinued operations ___ a• income/{expense) of discontinued operations -- -- -- -- --- -- ossfr the period from discontinued operatlons after tax (b) (rofit/(loss) fr the feriod [(c) = (a) + [bl) Other comprehensive income Items that will not be reclassified to profit or (loss), net of tax				27,528 (22,721) (22,721) 4,801	1 I				3,309 (6,855). l3,546J•I II	5,348 [4,0911 [4,091) 1,257	1 ·I , 39,2_01 (34,271) (34,271) 4,930 -				I 1 I :		13,792 (40,587) (40,5871 (26,795)
I.Re-measurements galn/(loss) on defined ben_efit plans Items that will be reclassified to profit or (lossl , net of tax Exchange difference on translation			I-	183 230					(3,125)	m 3,114		I	i1 !	(1241 821	I I	I	(8) 5,364
jrtal other comprehensive income for the period, net of tax (di Total comprehensive income for the period [(c) + (d)] Profitf**(loss) for the period attributable to : **				413 5,220	1				(3,8201: (7,366) 1	3,227 4,484				697 5,627			5,356 (21,439)
Equit shareholders of the Company				4,789					(3,743)	1,137				4,798			(27,123)	,
INon controlling Interest Other conprehensive income attributable to :				18					197j	120		1	·t	132			328
I Equitshareholders of the Company _Non controlling Interest Total comprehensive income for the period attributable to : Equit shareholders of the Campany				410 3 5,199					(3,821). 1II (7,564)	3,232 (5) 4,369		1		692 s 5,490			5,361 [SJ (21,762)
INon controlling Interest Paid-upequity share capital (face value of Re 1/· each I ' Other equity as per balance sheet				21 3,054	1		I		198 3,054 .	115 -3, 054		1		137 3,054 75,147			323 3,054 69,652
Earnings per share (Rs.) (*not annualised) Earnings per equity share_(fr continuing operations) [refer note101 Dasie and Diluted ·Earnings per equity share (far discontinued operatio Basic and Diluted				9.03 1. 1 (7.46}·i 1.57 •					1.02. , (2.25)* 'I il [1.23) *	1.71 (1.34) 0.37		I I H ·: u		12.82 (11.25)			4.42 (13.32)	1

usha martin ,,"-

Usha Martin Limited Consolidated segment information

	Pariculars			31st March, 2019	_uarter ended 31st December, 2018	(Amounts in Rs. Lal<hs unless otherwise stated) Year ended 31st March, 2018 31st March, 2019 31st March, 2018	(Amounts in Rs. Lal<hs unless otherwise stated) Year ended 31st March, 2018 31st March, 2019 31st March, 2018	(Amounts in Rs. Lal<hs unless otherwise stated) Year ended 31st March, 2018 31st March, 2019 31st March, 2018	(Amounts in Rs. Lal<hs unless otherwise stated) Year ended 31st March, 2018 31st March, 2019 31st March, 2018	(Amounts in Rs. Lal<hs unless otherwise stated) Year ended 31st March, 2018 31st March, 2019 31st March, 2018
				~~Audited~~­	Unaudited	Audited			Audited	Audited
i	--- Segment Revenue			[Refer Note 2 -�n!lL_	[Refer Note5) (Refer Note 2 ;uul5)			(Refer Note 5)		[Refer Note 5)
	Wire and Wire Rop��			60.�18	58,634	s3,844l			2,36,i72I	1,97,253'
Others Revenue from Continuing operations Revenue from Discontinued operations (Refer note 5) I Less : lnte; segment re�enue fr;m discontinued�p"e;ations to continuini operations Revenue from Discontinued operations to external customers I - . . ITotal Re'enue from Continuini and Discontin_ed operation� lr				2,348 62,666 80,357! - ' 26,603I I 53,754I _,16,420I lI.	2,907 61,541 __ 1,02,343 24,886 77,457j 1,38,998J	3,308l 57,152 98,85� 24,766 74,093 1,31,24� **1 **	L 1		10,480 2,46,952 3,94,200 1,04,899 2,89,301 5,36,253	12,714 2,09,967 3,44,627 79,640, 2,64,987 4?4,954
· Segment Results Profit/ (Loss) for theperiod before tax and finance costs from Continuing operations Wire and Wire Rop�s Others (Total 'Less:				7,72!-i - {802)1 6/)_ 261	-1: 7.380iI 1170)11-- 7,134 1 276 7,410I-n 7,210 --- I				_28,120I -�8)1 27,�82	22,61_3 8421 23,535
	Finance costs			3,269'	2,927i	2,s5oI			11,353i	�.248
l t	Other Unallocable Expenditure (Net of Unallocable Income) Profit for the_period befor�_tax from Continuing opela!ns - - - - DJscontinued op�rations(Referr_ote 5) _ Steel : Loss for the period from Discontinued operations before tax and finance costs Less: Finance costs loss for theperiod before ta> f�om Disc«n_!in1ed operati�ns Total Profit/ (loss) b1fore tax and s�a_re of J�int�enture			i {559)' I ' 4,216LI I i (10,536)1 12!185T:· (22,721} 11a,505)I --- 1-	-· 730 I _3,�53 5,731 12,586r-, 16,8�)1 ; I (3,302),_	(213) 5,073 1 7,914 - ' 12,005! . __(41091)I 982			158 ","ii 14,744 49,015�i l I (34,271)! --- J�,100)lI	681 14,219 8,862j 49,449: _140,587) (2�3_68)
Segments Assets Steel Wire and Wire Ropes Others Total Assets !-- Segments Liabilities r- - - i Steel Wire and Wire Ropes Others Total Liabilities-		-I		4,28.�18 1,99,220 73,481i ! 4,67,898 1,98:861I 47,800_0 -01,l�i-! 7,14,�59j , l -- -1___ --:-1 -- 1,96,69Q ' 2,�,555 -1! 35,964I1 34,921 . 3,87,022 i,- 6,19_676 i -, 3,76,836 _6,38,312I		5, 2 ;--3;7I 1,98,029 18,071, j - 11 __ 7,45,427 L �°',"I : 37,795. 4,2�636 _6,69,352:			I 4,28,418I 1,99,220! 73,481I, 5,29,327 1,98,029 18,071 7,45,427 7,01,119' �,.J- _, 2,04,921 37�795i 4,26,636 35,964l 3,87,022I 6,19,676, . i __,69,352

Note:

, The Group is organised into business units based on its products and services and has three reportable segments, as follows: (a) Steel segment, which manufactures and sells steel wire rods, bars, blooms, bright bar, billets, pig iron and allied products. r I , (b) Wire and Wire Ropes segment which manufactures and sells steel wires, strands, wire ropes, cord, related accessories, etc. (c} Others segment ring and selling of wire drawing & allied machines, investment in Jelly Filled Telecommunication Cable I includ�·�ufii;-. r '/1, . -

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usha martin tn,

Usha Martin limited

Consolidated statement of assets and liabilities

==> picture [78 x 77] intentionally omitted <==

	(Amounts In Rs. Lakhs unless	otherwise stated)
Particulars	As at 31st March, 2019	As at 31st March, 2018
	(Audited)	(Audited)
ASSETS
Non - current assets
,{a) Property,_plant and equipment	86,044	4,76,163
I(b) Capital work-in-progress	1,338	11,298
(c) Investment property	741	734
(d) Goodwill on consolidation	5,522	5,522
(e) Other intangible assets	1,173	3,809
(f) Equity accounted investments	4,216	3,850
[g) Financial assets
(i) Investments	5	5
(ii) Loans	89	111
(iii) Other financial assets	3,751	2,934
(h) Advance income tax assets (net)	4,162	3,842
(i) Deferred tax assets (net)	24,970	896
(j) Other non-current assets	16,921	11,131
Total non-current assets	1,48,932	5,_20,295
Current assets
(a) Inventories	64,693	1,22,568
(b) Financial assets
(i) Trade receivables	32,545	67,137
(ii) Cash and cash equivalents	4,553	4,973
(iii) Other bank balances	2,766	1,243
(iv) Loans	860	907
(v) Other financial assets	10,806	12,620
(c) Other current assets	4,939	10,950
	1,21,162	2,20,398
Assets held for sale	2,607	4,734
'Total current assets	1,23,769	2,25,132
Assets of discontinued operations classified as held for sale (Refer
Note 5)	4,28,418
Total assets	7,01,119	7,45,427
EQUITY AND LIABILITIES
Equity
(a) Equity share capital	3,054	3,054
[b) Other equity	75,147	69,652
- -
Equity attributable to equity shareholder of the Company	78,201	72,706
Non-controlling interest	3,242	3,369
Total Equity	si,443	76,075
Liabilities
Non-current liabilities
,(a) Financial liabilities
(i) Borrowings	2,30,597	2,75,265
(bl Provisions	2,834	5,751
'(c) Government grants		3,151
(d) Deferred tax liabilities (net)	1,931	1,633
(e) Other_non-current Liabilities	1,675	1,592
Total non-current liabilities	2,37,037	2,87,392
Currentliabilities
(a) Financial liabilities
(i) Borrowings	85,371	96,989
(ii) Trade payables
(A) Total outstanding dues of micro enterprises and
small enterprises	93	1,856
(B) Total outstanding dues of creditors other than
mi�c enterprises and small enterprises	32,360	1,94,556
{iii) Other financial liabilities	55,535	53,r6
(b) Provisions	877	1,716
(c) Current tax liabilities (net)	259	402
[d) Other current liabilities	11,454	33,325
!Total current liabilities	1,85,949	3,81,960
Liabilities of discontinued operations classified as held for	sale
(Refer Note 5)	1,96,690
Total liabilities	6,19,676	6,69!352
Total equity and liabilities	7,01,119	7,45,427

usha martin r.:

Usha Martin Limited

Notes:

• l. The above consolidated results of Usha Martin Limited ("the Company") and its nineteen subsidiaries (including ten step-down subsidiaries) and three joint ventures (Including one step-down joint venture) for the quarter and year ended March 31, 2019 have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on May 27, 2019.

• These results have been prepared on the basis of the consolidated audited financial statements for the year ended March 31, 2019 and the consolidated interim financial results for the quarter and nine months period ended December 31, 2018, which are prepared in accordance with the Ind AS notified under the Companies (Indian Accounting Standard) Rules, 2015. The figures of the last quarter are the balancing figures between audited figures for the full financial year and unaudited year to date figures up to the third quarter of the respective financial year which are subjected to limited review.

• The Group has adopted Ind AS 115 'Revenue from Contracts with Customers' with effect from April 1, 2018 using the modified retrospective method. The application of Ind AS 115 did not have any significant impact on retained earnings as at April 1, 2018. Also, the application of Ind AS 115 did not have any significant impact on the recognition and measurement of revenue and related items in the financial results for the quarter and year ended March 31, 2019.

• As per requirements of SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015, and Indian Accounting Standard (ind AS), revenue for the period upto June 30 2017, is grossed up for Central Excise Duty. Post the applicability of Goods and Service Tax (GST) with effect from July 01, 2017, Central Excise was also abolished from that date and revenue from operations is disclosed net of GST. As mandated by Ind AS 115 and Schedule Ill of Companies Act 2013, GST is not to be Included as part of Revenue and hence revenue from operations for the year ended March 31, 2019 is not comparable with revenue from operations for the year ended March 31, 2018 presented in the results.

• The Board of Directors and shareholders of the Company at their meeting held on September 22, 2018 and November 10, 2018 respectively, approved the sale and transfer of the Company's Steel Business and Plant and Machinery of the Bright Bar Business ("SBB Business") to Tata Steel Limited or its subsidiaries ("TSL") on a going concern basis under a slump sale arrangement. The SBB business includes a specialised steel alloy manufacturing plant, an operative Iron ore mine, a coal mine under development, captive power plants and Plant and Machinery of Bright Bar Business. Accordingly, a Business Transfer Agreement ('BTA') was executed on September 22, 2018 between the Company and TSL. Subsequently, on October 22, 2018, the Company has entered into a novation agreement with TSL and Tata Sponge Iron Limited (the 'Purchaser'), a subsidiary of TSL whereby all rights and obligations of TSL under the terms of the BTA was assumed by the Purchaser. On April 7, 2019, the Company further entered into a supplemental agreement ('Supplemental llTA') with the Purchaser to record the amendment and substitution of certain provisions of the BTA. The transfer of SBB Business to the Purchaser was subject to the satisfaction of conditions precedent as stipulated in the BTA and Supplemental BTA and receipt of applicable permissions and consents from concerned regulators/authorities.

In the Consolidated Financial Statements, the net results of SBB business has been determined taking into consideration directly attributable and appropriately allocated income · and expenditure including interest costs and has been disclosed separately as discontinued operation as required by Indian Accounting Standard (Ind AS) 105 Asset Held for Sale and Discontinued Operations and Schedule Ill to the Companies Act, 2013. Consequently, the Company's results for the periods presented pertains to its continuing operations only and for that purpose the results for the quarter and year ended March 31, 2018 had to be restated accordingly.

Assets and liabilities of SBB business covered by the BTA has been disclosed as held for sale and disclosed separately in the Standalone Statement of Assets and Liabilities as at March 31, 2019. As mandated by Ind AS 105, assets and liabilities has not been reclassified or re-presented for prior period i.e. year ended March 31, 2018.

in terms of the BTA, certain assets pertaining to SBB Business which are pass through in nature, which would be paid back to the Company as and when received by the Purchaser, hence shown as part of the continuing business.

On April 9, 2019 (closing date), the Company has completed the sale of its steel business to the Purchaser (except for transfer of an operative iron ore mine, coal mine under development and some of the assets which would be transferred subsequently subject to fulfilment of certain conditions precedent contained In the BTA and supplemental BTA). Cash consideration of Rs 346,863 lakhs [after adjustments for provisional negative working capital (NWC) of Rs 43,093 lakhs on the closing date and holdbacks of Rs 64,000 lakhs pending transfers of some of the assets including mines and certain land parcels] was discharged by the Purchaser in the Escrow accounts. The Company has utilised the above cash consideration to prepay the borrowings of various lenders. Certain adjustments to current assets and liabilities (NWC) as required by the terms of BTA would be quantifiable at the time of transfer of the entire 588 business and hence will be accounted for at the time of such trans-fer.

The closing date being subsequent to the balance sheet date, no gain/loss with respect to sale of steel business has been recognised in the Statement of Profit and Loss for the year ended March 31, 2q19_ Subject to final working capital adjustments, total assets and liabilities of SBB business is Rs 428,796 lakhs and Rs 196,690 lakhs respectively as at March 31, 2019.

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, usha martin

Usha Martin Limited

Notes:

7.	The details of discontinued operations are as follows: JPartlculars Total Income Totalexpense Loss before taK from discontinued operation I-1I	31st March, 2019 Audited 85,649 1,08,370 (22,721)	- Quarter ended 31s, D"•mb,;,I 2018 -- - Un�udlted-1 1,02,764 - 1,09,619 (6,855)	(Amou_tS In Rs. Lal<hs unless otherwise stated) Vear ended 31st March, 31st March, 31st March, 2018 2019 2018 Audited Audited Audited 99,817 4,00,91 1 3,48,171 1,03,908 4,35,182 3,88,758 (4,091)L (34,271) (40,587)

1. Pursuant to the Hon'ble Supreme Court order dated September 24, 2014 followed by promulgation of the Coal Mines (Special Provision} Act, 2015 (CMSP Act}, the allocation of Lohari and Kathautia coal blocks was cancelled with effect from September 24, 2014 and April 1, 2015 respectively.

2. Consequently, the Company is carrying an amount of Rs.14,199 lakhs (net of discounting impact of Rs 990 lakhs} as Assets held for :;ale/Advance against land, which consists of asset? in the form of land, movable and immovable properties, advances etc. During the year, the Company has filed an application before Hon'ble Delhi High Court for refund of Rs 10,545 lakhs deposited with State of Jharkhand towards acquisition of land which was subsequently de-notified. Based on regular follow-up with the concerned Government authorities, negotiations with the Company to whom the aforesaid Coal Block was subsequently allotted, related judicial ruling, other recourses available to the Company and the advice of the Company's Legal Counsel, management expects to realize at least the carrying values of the aforesaid assets in the near future. The Statutory auditors of the Company have drawn an Emphasis of Matter in their audit report in this regard.

3. During the year, UM Cables Limited (a subsidiary of Company[) ] has sold block of assets lying under capital-work-in-progress aggregating Rs 10,362 lakhs to Tata Sponge Iron Limited[(] TSIL[) ] for a consideration of Rs 7,500 lakhs pursuant to· agreement dated September 22, 2018. On March 25, 2019, UM Cables has received the sale consideration and utilised this proceed to prepay long­ t[�] rm borrowin[g] s.

4. Till previous year ended March 31, 2018, the Company was recognising deferred tax assets[(] OTA[) ] arising on unabsorbed depreciation and brou[g] ht forward business losses to the extent of a[gg] regate deferred tax liabilities onl[y ] and balance were not recognised in view of prudence and uncertainty of recovery of such assets against future taxable income. Pursuant to sale of SBB business during the year, the Company has recognised net OTA of Rs 23,846 lakhs as part of continuing business. Mana[g] ement believes that it is probable that such OTA can be utilised against long-term capital gain arising from sale of SBB business and balance a[g] ainst future taxable income arisin[g ] from the continuin[g ] business.

5. The earnings per share of continuing operations for the quarter and year ended 31st March, 2019 are hence not comparable with the earnings per share of the previous periods reported.

6. Durin[g ] the quarter ended March 31, 2019, the Company has received demand letter from Adityapur Industrial Area Development Authority[(] AIADA[) ] for Rs 3,091 lakhs in relation to 92.14 acres of leased land on account of past merger purportedly under Regulation 24[(] 1[) ] of the Jharkhand Industrial Area Development Authority Regulations, 2016[(] "JIADA Regulations"[) ] and Rs 5,550 lakhs in relation to 207.12 acres of freehold land on account of char[g] es for past merger pur[p] ortedly under JIADA regulations, outstanding land rent, land levy and processing fees on account of name change. The Com[p] ay intends to[p] ursue this matter for refund of the amount paid before appropriate authorities.The Company has pai[d ] the above amount under protest and without prejudice to Company's rights and contentions, including the right to refund of the same. Management believes that the final. outcome in this matter will be in favour of the Company which is •duly supported by a legal opinion obtained and accordingly no ad[j] ustment are considered necessary in the financial results.

7. Other income from continuin[g ] o[p] erations for the year ended March 31. 2019 includes liabilities no longer required written back of Rs 367 lakhs[(] Year ended March 31, 2018 from continuin[g ] o[p] erations. includes Rs 3,417 lakhs on account of profit on sale of assets, Rs 1,063 lakhs towards liabilities no lon[g] er re[q] uired written back[)] .

8. Previous period figures have been regrouped[/ ] rearranged wherever necessary, to conform to current period presentation.

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�
Managlng Director
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Place ; Kolkata Dated ; May 27, 2019