Usha Martin Ltd. — Interim / Quarterly Report 2020

Jul 26, 2019

Usha Martin Limited 2A, Shakespeare Sarani, Kolkoto (formerly Calcutta) - 700 071, Indio Phone: (00 91 33) 71006300/599, Fox: (00 91 33) 2282 9029, 71006400/500 CIN : L3 l 400WB l 986PLC09162 l Website : www.ushomortin.com

UMUSECT/

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

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

July 26, 2019

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

Sub : Outcome of Board Meeting

Dear Sir/Madam,

The Board of Directors ("Board") of the Company at their Meeting held today have:-

• (i) approved and taken on record un-audited financial results on consolidated and standalone basis for the quarter ended 30th June, 2019.
• (ii) appointed Mrs. Ramni Nirula as Independent Additional Director to hold office till the forthcoming Annual General Meeting of the Company.
• (iii) taken on record that the five year term of Mr. Salil Singhal, Mr. Jitender Balakrishnan and Mr. P S Bhattacharyya as Independent Directors of the Company will end on 30th July 2019 and accordingly thereafter they shall cease to be Members of the Board.

As required under the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a copy of above unaudited results and Report of the Auditors on "Limited Review" of said financial results are enclosed for your ready reference and record.

Further a brief profile of new appointee is enclosed herewith for your record. Mrs. Ramni Nirula is not related to any Director of the Company and is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

The Board Meeting commenced at 2 P.M. and concluded at 4:30 P.M. (1ST).

Thanking you,

Yours faithfully, For Usha Martin Limited

�:e�;:t:� (}IJ,,,/ ay

Encl : as above jb,.

2A, Shakespeare Sarani, Kolkata ( formerly Calcutta) - 700 071, India Phone: (00 91 33) 71006300/599, Fox: (00 91 33) 2282 9029, 71006400/500 CIN : L31 400WB 1986PLC091621 Website : www.ushomartin.com

Name	Position	Profile
Ramni NirLila[DIN : 00015330]	Independent AdditionalDirector	Mrs. Ramni Nirula holds a Bachelor's Degree in Economics and aMaster's Degree in Business Administration from Delhi University.She has more than four decades of experience in the financialsector and has held various leadership positions in the areas ofProject Financing, Strategy, Planning and Resources andCorporate Banking.
		Mrs. Nirula was the Managing Director & CEO of ICICI SecuritiesLtd. and also headed the Corporate Banking Group of ICICI Bank.She retired as Senior General Manager of ICICI Bank Limited.She was part of top management team instrumental intransforming ICICI Bank from a term lending institution intotechnology led diversified financial services group with a strongpresence in India's retail financial services market.
		In the past she has been on the Boards of numerous corporatessuch as Jindal Steel, Eveready Industries, McLeod Russel,Jubilant Foodworks, Goldman Sachs Trustee Company, etc.
		She is currently on the Boards of listed entities like DCM ShriramLimited, Pl Industries Limited, CG Power and Industries SolutionLimited and HEG Limited.

S.R. BATLIBOI & Co. LLP 22, Camac Street Chartered Accountants Kolkata - 700 016, India

3rd Floor, Block 'B' Tel : +91 33 6134 4000

Independent Auditor's Review Report on the Quarterly Unaudited Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

Review Report to

,,

The Board of Directors

Usha Martin Limited

• 1. We have reviewed the accompanying statement of unaudited standalone financial results of Usha Martin Limited (the 'Company') for the quarter ended June 30, 2019 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Regulation') as amended, read with SEBI Circular No. CIR/CFD/Civ1D1/44/2019 dated March 29, 2019 ('the Circular').
• 1. The preparation of the Stateir1ent in accordance witl1 the recognition and measurnrnent principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, read with the Circular is the responsibility of the Company's management and has been approved by the Board of Directors of the Company. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Revrew of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
• 1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the applicable I8dian

S.R. BArL1Bo1 & Co. LLP

Chartered Accountants

2013 as amended, read with relevant rules issued thereunder and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of the Regulation, read with the Circular, including the manner in which it is to be disclosed, or that it contains any material misstatement.

5. Emphasis of Matter

We draw attention to Note 4 regarding recoverability of book values of Rs. 11,928 lakhs (net of discounting impact of Rs. 2,453 lakhs and impairment charge of Rs. 809 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 conclusion 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 UDIN: 19055596AAAAA T9289 Kolkata July 26, 2019

-� usha martin

Usha Martin Limited

.,/ , ..

Statement of Unaudited Standalone Financial Results for the quarter ended 30th June, 2019

Particulars	Quarter ended30th June, 2019	Quarter ended31st March, 2019	Quarter ended30th June, 2018	Year ended31st March, 2019
	Unaudited(Refer note 3)	Audited(Refer note 3 and 7)	Unaudited(Refer note 3)	Audited
Continuing Operations
Revenue '
Revenue from operations	35,665	42,941	41,709	1,69,048
Other income	1,060	1,222	996	4,720
Total income	36,725	44,163	42,705	1,73,768
Expenses
Cost of materials consumed	13,925	27,734	31,433	1,15,529
Purchases of stock-in-trade	144	156	98	519
(Increase)/decrease in inventories of finished goods, work-in-progress and stock-in-trade	7,944	(276)	(5, 339)	(6, 743)
Employee benefits expense	3,340	2,805	3,173	11,387
Finance costs	1,981	2,726	2,081	9,022
Depreciation and amortisation expense	680	694	701	2,810
Other expenses	6,167	6,104	5,408	24,844
Total expenses	34,181	39,943	37,555	1,57,368
Profit before tax for the period from continuing operations	2,544	4,220	5,150	16,400
Tax expense
Current tax (MAT)	6,127	65		65
MAT credit entitlement	(6, 127)	÷
Adjustment of tax relating to earlier periods		227		227
Deferred tax charge/(credit) (Refer note 5)	15,868	(23, 760)	÷	(23, 760)
Tax (income)/expense of continuing operations	15,868	(23, 468)		(23, 468)
Profit/(loss) for the period from continuing operations (a)	(13, 324)	27,688	5,150	39,868
Discontinued operations (Refer note 3)
Profit / (loss) for the period from discontinued operationsbefore tax	50,436	(22, 015)	(3, 223)	(33,968)
Tax income/(expense) of discontinued operationsProfit / (loss) for the period from discontinued operations after
$\text{tax}(\text{b})$	50,436	(22, 015)	(3, 223)	(33,968)
Profit for the period $[(c) = (a) + (b)]$	37,112	5,673	1,927	5,900
Other comprehensive income
(a) Items that will not be reclassified to profit or (loss)	55	251	5	(74)
(b) Tax benefit / (expense) on items that will not be classified toprofit or loss	30	(86)	¥,	(86)
Total other comprehensive income for the period, net of tax (d)	85	165	5	(160)
Total comprehensive income for the period $[(c) + (d)]$	37,197	5,838	1,932	5,740
Paid-up equity share capital (face value of Re 1/- each)	3,054	3,054	3,054	3,054
Other equity as per balance sheet				20,039
Earnings per share (Rs.) (*not annualised) (Refer note 3 and 5)Earnings per equity share (for continuing operations)
Basic and DilutedEarnings per equity share (for discontinued operations)	$(4.37)$ *	$9.09$ *	$1.69$ *	13.08
Basic and DilutedEarnings per equity share (for continuing and discontinued)	16.55Kbikata	(7.23)	$(1.06)$ *	(11.15)
operations)IC.TINBasic and Diluted	$12.18$ *	$1.86$ *	$0.63$ *	1.93

**q**usha martin

Usha Martin Limited

Standalone segment information

Particulars	Quarter ended30th June, 2019	Quarter ended 31stMarch, 2019		Year ended31st March, 2019
	Unaudited(Refer note 3)			Audited
Continuing Operatio11_ �
Segment Revenue
Wire and Wire Ropes				1,68,750'
Others				298 '
Revenue from Continuing operations		42,941	41,709	1,69,048
Revenue from Discontinued operations (Refer note 3)		80,357	1,05,157	3,94,200
Less : Inter segment revenue from discontinued operations tocontinuing operations			25,440	96,448 '.
Revenue from Discontinued operations to external
customers		56,257 !	79,717 :	2,97,752 .
. Total Revenue from Continuing and Discontinued operations		99,198	1,21,426	4,66,800
!segment Results: Profit/ (loss) for the period before tax and finance costs from!Continuing operations
Wire and Wire Ropes		6,264 i	8,027:	25,115
Others		(80)'	(114);	128
!Total	5,058	6,184 '.	7,913'	25,243
!Less:
Finance costs	�,981	' --- iL,ILO j	2,08i	- '" i�,ULL !
Other LJnallc,c;;bleExpenditure/ (ln�c,111e).	533	(762)!	682	(179)!
i Profit before tax for the peric,� from _continuing .ccc�ccc,c,c-__Discontinued operations (Refer note 3)	2,544	i 4,220	5,150	16,400
: Profit/ (loss) for the period from Discontinued operations: before tax and finance costs	(5,057)	(9,830)!	8,984;	15,047
\ess:
Finance costs	1,127	12,185 i		49,015 !
'Loss for the period before tax from Discontinued operations	(6,184)	(22,015):I	(3,223)1'	(33,968):
: Profit on disposal of SBB business (discontinued operation)	56,620
[Total Profit/ (loss) before tax from discontinued operations	50,436	(22,015)	(3,223) J	(33,968);
jTotal Profit/ (loss) before tax· Segments Assets	52,980	(17,795)	1,927 ,	(17,568),
Steel - Discontinued business (Refer note 3)		4,28,796	4,90,442 i	4,28,796
Wire and Wire Ropes	1,07,492	1,07,452	1,04,636	1,07,452
Others	1,05,194	65,023 !	31,038	65,023
Total Assets	2,12,686	6,01,271 i	6,26,116	6,01,271
i<segments liabilities<="" td="">
Steel - Discontinued business (Refer note 3)		1,96,690:	2,28,743	1,96,690
Wire and Wire Ropes	25,170		19,479	26,878
Others	1,27,226		3,58,607	3,54,610
Total Liabilities			6,06,��9	�,78,178

!Note:

:rhe Company is organised into business units based on its products and services and has three reportable segments, as follows:

'.(a) Wire and Wire Ropes segment which manufactures and sells steel wires, strands, wire ropes, cord, related accessories, etc.

i(b) Others segment includes manufacturing and selling of wire drawing & allied machines and corporate office.

'(c) The Company was also into Steel segment, which.manufactured and sold steel wire rods, bars, blooms, bright bar, billets, pig iron and allied products, which : has b_eeri 9i�posed off wi_th t:ffect from April9, ?0!9 (Ref�! note 3):

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: H usha martin

Usha Martin Limited

Notes:

• 1. The above results of Usha Martin Limited ("the Company") for the quarter ended June 30, 2019 have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on July 26, 2019.
• 1. The unaudited standalone financial results have been prepared in accordance with the recognition and measurement principles provided in Indian Accounting Standard (ind AS) 34 on 'Interim Financial Reporting', the provisions of the Companies Act, 2013, as applicable and guidelines issued by the Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirernents} Regulation 2015, as amended.
• 1. Pursuant to the Business Transfer Agreement dated September 22, 2018 (subsequent Novation agreement on October 24, 2018) and Supplemental Business Transfer Agreement dated April 7, 2019 and July 3, 2019 respectively with Tata Sponge Iron Limited (TSIL), the Company had transferred its Steel and Bright Bar Business (SBB Business) as a going concern on slump sale basis during the quarter in accordance with the terms and conditions set out in those agreements at a consideration of Rs. 452,500 lakhs subject to net working capital adjustments and debt like items. Out of the aforesaid consideration, an !)mount of Rs. 16,000 lakhs is receivable as at the quarter end that include Rs. 15,000 lakhs in respect of certain parcels of land for which perpetual lease and license agreements have been executed by the Company in favour of TSIL pending completion of on going formalities for registration in the name of TSIL.

Consequent to the above, property, plant and equipment aggregating Rs. 371,461 lakhs, non current liabilities (net of other noncurrent assets) aggregating Rs. 1,534 lakhs and current liabilities (net of current assets) aggregating Rs. 1,34,396 lakhs has been transferred to TSIL.

Resultant profit of Rs. 56,620 lakhs (net of expenses pertaining to disposal of the business of Rs. 16,135 lakhs) on sale of the SBB Business has been recognised in these results under profit for the period from discontinued operations. The Company's current tax obligation arising from such sale has been adjusted against brought forward business losses and unabsorbed depreciation pertaining to prior years in accordance with the provision of the Income Tax Act, 1961.

Earnings per share from discontinued operations as disclosed in these results has been determined taking into consideration the aforesaid profit from sale of SBB Business.

In the unaudited standalone financial results, the net results of SBB business has been determined taking into consideration directly attributable and appropriately allocated income and expenditure including interest costs, till April 8, 2019 and June 30, 2019 for Steel business and Iron ore mine / Coal block respectively, being the dates on which these businesses were transferred 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 ended June 30, 2018 had to be restated accordingly.

The impact of the transaction in the standalone unaudited financial results is as follows:

(Amounts in Rs. Lakhs unless otherwise stated)
Particulars	Quarter ended30th June, 2019
Consideration from TSIL (net of acceptances Rs. 98,013 lakhs paid by TSIL directly and net working capitaladjustment etc. Rs. 46,201 lakhs) [A]	3,08,286
Book value of fixed assets sold [B]·	3,71,461
Net book value of non-current liabilities (net of other non-current assets) sold [ C ]	1,534·
Net book value of current liabilities (net of current assets) sold [ D ]	1,34,396,
Expenses pertaining to the disposal of the business [El	16,135
Profit on disposal of SBB business (discontinued operation) [F]=[A-B+C+D-E]	56,620
Loss before tax for the period from discontinued operations [ c;J	(6,184)
. Total profit for the period from discontinued oper�tions before tax [H]=[F+G]	50,436

The details of discontinued operations are as follows:

......... ... (Amounts in Rs. Lakhs unless otherwise stated)

	Quarter ended30th June, 2019	Quarter ended31st March, 2019
	Unaudited	Audited(Refer note 7)
:Total income
jTotal expenses			1,08,704
, Loss before tax for the period from: discontinued operation	(6,184)		(3,223)
'Profil:on disposal of SBB business (discontinued<)peri!!iCJn)	56,620	··f
Total profit/ (loss) for the period from• discontinued oper�tions-b�fore· tax	50,436	(22,015):	(3,223)

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m usha martin

Usha Martin Limited

Notes:

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.

Consequently, the Company is carrying an amount of Rs. 11,928 lakhs (net of discounting impact of Rs. 2,453 lakhs and impairment charge of Rs. 809 iakhs) 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 previous year, the Company had 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 review report in this regard.

1. During the quarter ended March 31, 2019, the Company had recognised net deferred tax assets (DTA) of Rs. 23,846 Lakhs as part of continuing business arising mainly on unabsorbed depreciation and brought forward business losses that was then expected to be utilised against long-term capital gain (LTCG) arising from sale of 588 business and against future taxable income of the continuing business. Pursuant to sale of 588 business during the current quarter, the Company has utilised such deferred tax assets to the extent of Rs. 15,838 lakhs against LTCG arising from sale of 588 business. Management believes that balance DTA will be recovered against future taxable income arising from the continuing business.

The earnings per share of continuing operations for the quarter ended June 30, 2019 and March 31, 2019 are hence not comparable with the earnings per share of the previous periods reported.

1. Effective April 1, 2019, the Company has adopted Ind AS 116, 'Leases'. Ind AS 116 introduces a single lessee accounting model and requires a lessee to recognise right-of-use assets and lease liabilities for all lease with a term of more than twelve months, unless the underlying asset is of a low value.

The Company has used the 'modified retrospective approach' for transition from the previous standard Ind AS 17 and consequently, comparatives for previous periods have not been retrospectively adjusted. On transition, the Company has recorded the lease liability at the present value of future lease payments on date of transition discounted using the incremental borrowing rate and has also chosen the practical expedient provided in the standard to measure the right-of-use and corresponding lease liability as on date of lr ansilion.

The adoption of the new standard resulted in recognition of 'Right-of use' asset and an equivalent lease liability as on April 1, 2019. The effect of adoption of Ind AS 116 on the profit before tax, profit for the period and earning per share is not material.

• 1. The figures for the quarter ended March 31, 2019 are the balancing figures between the audited figures for the full financial year and unaudited year to date figures up to the third quarter of the relevant financial year which was subjected to limited review.
• 1. Previous period figures have been regrouped / rearranged wherever necessary, to conform to current period presentation.

Place : Kolkata Dated : July 26, 2019

� Rajeev Jhawar Managing Director

S.R. BATLIBOI & Co. LLP

Chartered Accountants

' · 22, Camac Street 3rd Floor, Block 'B' Kolkata · 700 016, India Tel : +91 33 6134 4000

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

Review Report to The Board of Directors Usha Martin Limited

• 1. We have reviewed the accompanying Statement of unaudited Consolidated Financial Results of Usha Martin Limited ("the Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as 'the Group'), and its share of the net profit after tax and total comprehensive income of its joint ventures for the quarter ended June 30, 2019 (the "Statement") attached herewith, being submitted by the Parent pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ('the Regulation'), read with SEBI Circular No. CIR/CFD/CMD1/44/2019 dated March 29, 2019 ('the Circular').
• 1. This Statement, which is the responsibility of the Parent's Management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India read with the Circular. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the Circular issued by the Securities and Exchange Board of India under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, to the extent applicable.

• 1. The Statement includes the results of the entities as mentioned in Annexure I.
• 1. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of other auditors referred to in paragraph 7 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standard specified under Section 133 of the Companies Act, 2013, as ·amended, read with relevant rules issued thereuns:Jer and other accounting principles generally accepted in India, has not disclosed the

S.R. BATI.IBOI & Co. LLP

Chartered Accountants

information required to be disclosed in terms of the Regulation, read with the Circular, including the manner in which it is to be disclosed, or that it contains any material misstatement.

6. Emphasis of Matter

We draw attention to Note 4 regarding recoverability of book v�lues of Rs. 11,928 lakhs (net of discounting impact of Rs. 2,453 lakhs and impairment charge of Rs. 809 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 conclusion is not modified in respect of this matter.

1. We did not review the interim financial results of nineteen subsidiaries (including ten step down subsidiaries), included in the consolidated unaudited financial results, whose interim financial results reflect total revenues of Rs. 31,276 lakhs, total net loss after tax of Rs. 17 lakhs and total comprehensive loss of Rs. 35 lakhs, for the quarter ended June 30, 2019, as considered in the consolidated unaudited financial results. The consolidated unaudited financial results also includes the Group's share of net profit after tax of Rs. 142 lakhs and totai comprehensive income of Rs.142 lakhs, foi the quarter ended June 30, 2019, as considered in the consolidated unaudited financial results, in respect of three joint ventures, whose interim financial results have not been reviewed by us. These interim financial results have been revievved by other auditors, '.•vhose reports have been furnished to us by the management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures in respect of these subsidiaries arid joint ventures is based solely on the report of the other auditors and procedures performed by us as stated in paragraph 3 above. Our conclusion on the Statement is not modified in respect of the above matter.

For S.R. BATLIBOI & CO. LLP

Chartered Accountants

ICAI Firm registration number: 301003E/E300005

�� per Bhaswar Sarkar

Partner Membership No.: 055596 UDIN: 19055596AAAAAU1840 Kolkata July 26, 2019

S.R. BATLIBOI & Co. LLP

Chartered Accountants

Annexure I

List of subsidiaries/joint ventures

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 Martin UK Limited@
7	European Management and Marine Corporation Limited @
8	Brunton Shaw UK Limited @
9	De Ruiter Staaikabel B.V. @
10	Usha Martin Europe B.V. @
11	Usha Martin itaiia 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 l:.imited @

@ Represents step-down subsidiaries

Joint ventures

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 joint ventures

ff'; usha martin

Usha Martin Limited

Statement of Unaudited Consolidated Financial Results for the quarter ended 30th June, 2019

(Amounts in Rs. Lakhs unless otherwise stated)

. Particulars	Quarter ended	j Quarter ended 31st.	Quarter ended	Year ended 31st
	3�th_ June, 2019	l'vlarch, 2g1_9	30th J_une, 201_8_	March, 2019
	Unaudited(Refer Note 3)	Audited(Refer Note 3 and8)	Unaudited(Refer Note 3)	Audited
• Co11tinuin{l Operations
Revenue
Revenue from operations	55,973	62,666	60,106	2,46,952
Other income	2,352	560	802 ·	3,976
Total income	58,325	63,226	60,908	2,50,928
Expenses
·cost of materials consumed	22,876	37,937	41,650	1,58,627
Purchases of stock-in-trade	260	170	118	698
I (lncre_a:e)/decrease in ;nventorie: �f finished JclOOds, work-in-progress and stock-i-n-trad:_·· ·-	9,661	(339)'	(5,969)	(8,095)
Employee benefits expense	7,912	6,979	7,166	27,891
Finance costs	2,404	3,269 .	2,515	11,353
-Depreciation and amortisation expense	1,517	1,506	1,516	6,086
Other expenses	9,939	9,488	8,427	38,197
Total expenses	54,569 ·	59,010	55,423	2,3(757
Profit before tax for the period from continuing operations	3,756	4,216	5,485	16,171
Tax expense:
Current tax (including under MAT - Rs 6,127 lakhs)	6,276	342	158	767
. MAT credit entitlement	(6,127)
· Adjustment of _tax relating to earlier periods		227	(142)	227
Deferred tax charge/(credit) !Refer note 5]	15,908	(23,752)		(23,740)
Tax (income)/ expense of continuing operations	16,057	(23,183)	16	(22,746)
;Profit/(loss) before share of profit of joint ventures from continuing operations	(12,301)	27,399	5,469	38,917
·Share of profit /(loss) of joint ventures	142	129	(59)·	284
Profit/ (loss) after share of profit of joint ventures from continuing operations (a)	(12,159).	27,528	5,410	39,201
i [)is�ontiriued oper.:itionsJ�e_fl!r note 3) ·
Pr?fit /(loss) for the p!!riod from discontinued operations before t_�x	50,436	(22,721)	(4,268)	(34,271)
:Ta� inc?111e/(expense) ?f �i:�o�tinued ope_rati?ns __
,Profit /(loss) for the per)od from discontin�e_ct. op_e_rations after !ax !b)	50,436	(22,721)	(4,268)	(34!271)
Profit for the period [(c) =(a)+ (b))	38,277	4,807	1,142	4,930
Other comprehensive income
Items that will not be reclassified to profit or (loss), net of tax
Re-measurements gain/(loss) on defined benefit plans	67	183	8	(124)
Items that will be reclassified to profit or (loss), net of tax
Exchange difference on translation of financial statements of foreign operations	(360)	230 .	(126)	821 .
Total other comprehensive income for the period, net of tax (d)	(293).	413	(118)·	697
Total comprehensive income for the period [(c) + (d))	37,984	5,220	1,024	5,627
Profit/ (loss) for the period attributable to :
: Equity shareholders of the CompanyNon controlling Interest	38,26611	4,78918	1,178	4,798
Other comprehensive income attributable to			(36)	132
Equity_ s_hareholders of the Company	(294)	410	(119)	692
Non controlling Interest	1	3	1	5
,Total comprehensive income for the period attributable to:
Equity shareholders of the Company	37,972	5,199	1,058	5,490
Non controlling Interest_	12	21	(34)	137
Paid-up equity share capital (face value of Re 1/- each)
Other equity as per balance sheet	3,054 .	3,054	3,054	3,054
				75,147
Earnings per share (Rs:) (*11?t annualised)JRefe_r note 3 an� 5) .. Earnings per equity_share_ (f?r continuing ope_rations)
! Basic and Diluted	(3.99) *	9.03 *	1.79 *	12.82
;Earnin{ls per equity share (for discontinued operations) ··
. Basic and Diluted	16.55 *	(7.46) *	(1.40) *	(11.25)
Earnin{ls per equity share (for continuing and discontinued operations)
Basic and Diluted	12.56 *	1.57 .•	0.39 •.	1.57

,�:\ usha martin

Usha Martin Limited

Consolidated segment information

(Amounts in Rs. Lakhs unless otherwise stated)

Particulars	Quarter ended_30th June, 2019	Quarter ended 31stMarch, 2019	Quarter ended30th June, 2018	Year ended 31stMarch, 2019
	Unaudited(Refer Note 3)	Audited(Refer Note 3 and 8)	Unaudited(Refer Note 3)	Audited
Segment Revenue
Wire and Wire Ropes	53,348	60,318	57,853	2,36,472
Others	2,625	2,348	2,253	10,480
Revenue from Continuing operations	55,973	62,666	60,106	2,46,952
Revenue from Discontinued operations (Refer note 3)	6,523	80,357	1,05,157	3,94,200
Less : Inter segment revenue from discontinued operations tocontinuing operations	2,306	26,603	27,364	1,04,899
Revenue from Discontinued operations to external customers	4,217	53,754	77,793	2,89,301
Total Revenue from Continuing and Discontinued operations	60,190	1,16,420	1,37,899	5,36,253
Segment Results
Profit/ (loss) for the period before tax and finance costs fromContinuing operations
Wire and Wire Ropes	7,541	7,728	8,774	28,120
Others	(723)	(802)	(98)	(438)
Total	6,818	6,926	8,676	27,682
Less:
Finance costs	2,404	3,269	2,515	11,353
ClthE!r_U.riallocabl1= Exp1=ndit11rE!/ (lncorn1=)	658	(559)	676	158
Profit before tax for the period from continuing operations	3,756	4,216	5,485	16,171
Discontinued operations (Refer note 3)Profit /(loss) for the period from Discontinued operations before
tax and finance costs	(5,057)	(10,536)'	7,939	14,744
Less:
Finance costs	1,127	12,185	12,207	49,015
Loss for the period before tax from Discontinued operations	(6,184)	(22,721)	(4,268)	(34,271)_
Profit on disposal of SBB business (discontinued operation)	Is6,620 I
Total Profit /(loss) from discontinued operations before tax	50,436	(22,721)	(4,268)	(34,271)
Total Profit/ (loss) before tax and share of Joint Venture	54,192	(18,505)	1,217	(18,100)
Segments Assets
Steel -Discontinued business		4,28,418		4,28,418
Wire and Wire Ropes	2,05,681	1,99,220		1,99,220
Others	1,13,010	73,481		73,481
Total Assets	3,18,691	7,01,119		7,01,119
Segments Liabilities
Steel -Discontinued business		1,96,690	2,28,743	1,96,690
Wire and Wire Ropes	43,292	35,964	28,407	35,964
Others	1,55,963	3,87,022	3,98,093	3,87,022
Total Liabilities	1,99,255	6,19,676	6,55,243	6,19,676

Note:

The Group is organised into business units based on its products and services and has three reportable segments, as follows:

(a) Wire and Wire Ropes segment which manufactures and sells steel wires, strands, wire ropes, cord, related accessories, etc.

(b) Others segment includes manufacturing and selling of wire drawing & allied machines, investment in Jelly Filled Telecommunication Cables and corporate office.

(c) The Company was also into Steel segmeni>�hich manufactures and sells steel wire rods, bars, blooms, bright bar, billets, pig iron and allied products, which has been disposed off with effect from April 9, 2019 (Refer note-3'.\

..._ ... .. 'l .... ;

� usha martin

Usha Martin Limited

Notes:

• l. The above consolidated results of Usha Martin Limited ("the Company"} and its nineteen subsidiaries (including ten step-down subsidiaries) (together referred as 'the Group')and three joint ventures (including one step-down joint venture) for the quarter ended June 30, 2019 have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on July 26, 2019.
• 1. The unaudited consolidated financial results have been prepared in accordance with the recognition and measurement principles provided in Indian Accounting Standard {Ind AS) 34 on 'Interim Financial Reporting', the provisions of the Companies Act, 2013 {the Act), as applicable and guidelines issued by the Securities and Exchange Board of India {SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, as amended.
• 1. Pursuant to the Business Transfer Agreement dated September 22, 2018 (subsequent Novation agreement on October 24, 2018) and Supplemental Business Transfer Agreement dated April 7, 2019 and July 3, 2019 respectively with Tata Sponge Iron Limited (TSIL), the Company had transferred its Steel and Bright Bar Business (SBB Business) as a going concern on slump sale basis during the quarter in accordance with the terms and conditions set out in those agreements at a consideration of Rs. 452,500 lakhs subject to net working capital adjustments and and debt like items. Out of the aforesaid consideration, an amount of Rs. 16,000 lakhs is receivable as at the quarter end that include Rs. 15,000 lakhs in respect of certain parcels of land for which perpetual lease and license agreements have been executed by the Company in favour of TSIL pending completion of on going formalities for registration in the name of TSIL.

Consequent to the above, property, plant and equipment aggregating Rs. 371,461 lakhs, non current liabilities (net of other non-current assets) aggregating Rs. 1,534 lakhs and current liabilities (net of current assets) aggregating Rs. 1,34,396 lakhs has been transferred to TSIL.

Resultant profit of Rs. 56,620 lakhs (net of expenses pertaining to disposal of the business of Rs. 16,135 lakhs) on sale of the SBB Business has been recognised in these results under profit for the period from discontinued operations. The Company's current tax obligation arising from such sale has been adjusted against brought forward business losses and unabsorbed depreciation pertaining to prior years in accordance with the provision of the Income Tax Act, 1961.

Earnings per share from discontinued operations as disclosed in these results has been determined taking into consideration the aforesaid profit from sale of SBB Business.

In the unaudited consolidated financial results, the net results of SBB business has been determined taking into consideration directly attributable and appropriately allocated income and expenditure including interest costs, till April 8, 2019 and June 30, 2019 for Steel business and Iron ore mine / Coal block respectively, being the dates on which these businesses were transferred 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 Group's results for the periods presented pertains to its continuing operations only and for that purpose the results for the quarter ended June 30, 2018 had to be restated accordingly.

The impact of the transaction in the unaudited consolidated financial results is as follows:

(Amounts in Rs. lakhs unless otherwise stated)
Particulars	Quarter ended30th June, 2019
Consideration from TSIL {net of acceptances Rs. 98,013 lakhs paid by TSIL directly and net working capital adjustment etc.Rs. 46,201 lakhs) [A]	3,08,286
Book value of fixed assets sold [BJ	3,71,461
Net book value of non-current liabilities (net of other non-current assets) sold [ C]	1,534
Net book value of current liabilities (net of current assets) sold [ D]	1,34,396
Expenses pertaining to the disposal of the business [El	16,135
Profit on disposal of SBB business {discontinued operation) [F]=[A-B+C+D-E]	56,620
Loss before tax for the period from discontinued operations [ G]	(6,184)
:Total profit for the period from discontinued operations before tax [H]=[F+G]	50,436

Usha Martin Limited

Notes:

The details of discontinued operations are as follows:			fAF!lount� in Rs. L�khs unless otherwi�e stated)
: Particulars	Quarter ended30th June, 2019	Quarter ended 31stMarch, 2019	Quarter ended30th June, 2018	Year ended 31stMarch, 2019
	Unaudited	Audited(Refer Note 8)	Unaudited	Audited
Total income	7,386	85,449	1,05,481	4,00,911
·Total expense	�3,5_70_[		l,09J49:.	4,35,182
, Loss before tax for the period from discontinued,operation	(6,184)[		(4,268):	(34,271)
,Profit on disposal of SBB business (disco�tinuecl.• opE,r�tipn)
! Loss before tax from discontinued operation		(22,721)	(4,268))	(34,271)

• 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. Consequently, the Group is carrying an amount of Rs. 11,928 lakhs (net of discounting impact of Rs. 2,453 lakhs and impairment charge of Rs. 809 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 previous year, the Company had 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 review report in this regard.
• 1. During the quarter ended March 31, 2019, the Company had recognised net deferred tax assets (OTA) of Rs. 23,846 Lakhs as part of continuing business arising mainly on unabsorbed depreciation and brought forward business losses that was then expected to be utilised against long-term capital gain (LTCG) arising from sale of SBB business and against future taxable income of the continuing business. Pursuant to sale of SBB business during the current quarter, the Company has utilised such deferred tax assets to the extent of Rs. 15,838 lakhs against LTCG arising from sale of SBB business. Management believes that balance OTA will be recovered against future taxable income arising from the continuing business. The earnings per share of continuing operations for the quarter ended June 30, 2019 and March 31, 2019 are hence not comparable with the earnings per share of the previous periods reported.
• 1. Effective April 1; 2019, the Group has adopted Ind AS 116, 'Leases'. Ind AS 116 introduces a single lessee accounting model and requires a lessee to recognise right-of-use assets and lease liabilities for all lease with a term of more than twelve months, unless the underlying asset is of a low value. The Group has used the 'modified retrospective approach' for transition from the previous standard Ind AS 17 and consequently, comparatives for previous periods have not been retrospectively adjusted. On transition, the Group has recorded the lease liability at the present value of future lease payments on date of transition discounted using the incremental borrowing rate and has also chosen the practical expedient provided in the standard to measure the right-of -use and corresponding lease liability as on date of transition.

The adoption of the new standard resulted in recognition of 'Right-of-use' asset and an equivalent lease liability as on April 1, 2019. The effect of adoption of Ind AS 116 on the profit before tax, profit for the period and earning per share is not material.

• 1. Other income for the quarter ended June 30, 2019 includes Rs. 1,049 lakhs towards profit on sale of fixed assets (Quarter ended March 31, 2019 and June 30, 2018 includes Rs. 139 lakhs and Rs 244 lakhs respectively as liabilities and provision no longer required written back).
• 1. The figures for the quarter ended March 31, 2019 are the balancing figures between the audited figures for the full financial year and unaudited year to date figures up to the third quarter of the relevant financial year which was subjected to limited review.
• 1. Previous period figures have been regrouped / rearranged wherever necessary, to conform to current period presentation.

Place : Kolkata Dated : July 26, 2019

� Rajeev Jhawar Managing Director