Date: 12/12/2017 2:42:18 PM

Mahindra Intertrade LimitedAnnual Report 2016 17

Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Mukesh

Mahindra Intertrade Limited

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Mahindra Intertrade

Limited

MIL combined_2017.indb 1 30/10/2017 12:27:00

Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.Mukesh


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Board of directors

Bharat DoshiChairman

Zhooben BhiwandiwalaExecutive Director and Vice-Chairman

Sumit IssarManaging Director

Rajeev Dubey

Pravin. N. Shah

Parag Shah

Sudhir Mankad

Dr. Punita Kumar-Sinha

company secretary

Romali Malvankar

chief financial officer

Percy Mahernosh

audit committeeSudhir MankadChairman

Rajeev Dubey


nomination and remuneration committeeBharat Doshi

Rajeev Dubey

Sudhir Mankad


corporate social responsiBility committeeZhooben BhiwandiwalaChairman

Sumit Issar

Sudhir Mankad

auditorsDeloitte Haskins & SellsChartered Accountants

Tower 3, 27th - 32nd Floor, Indiabulls Finance Centre, Elphinstone Mill compound, Senapati Bapat Marg, Elphinstone (West), Mumbai - 400013, India.

BankersAxis Bank LimitedHDFC Bank LimitedICICI Bank LimitedIDBI Bank LimitedKotak Mahindra Bank Ltd.

State Bank of IndiaThe Bank of Nova ScotiaThe Hong Kong & Shanghai Banking Corporation LimitedThe Bank of Tokyo - Mitsubishi UFJ

registered officeMahindra Towers, P. K. Kurne Chowk, Worli, Mumbai - 400018, India

CIN: U51900MH1978PLC020222Tel. No.: +91 22 24935185/86Fax: +91 22 24951236Email: [email protected]: mahindraintertade.com




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directors reportYour Directors present their Thirty-Ninth Report, together with the Audited Financial Statements of your Company for the year ended 31st March, 2017.

FINANCIAL HIGHLIGHTS AND COMPANYS STATE OF AFFAIRS:

(Rs in crores)For the year

ended 31st March, 2017

For the year ended 31st

March, 2016Income ........................................................................................................... 1,007.20 1,107.26Profit before depreciation, interest and taxation .............................................. 97.25 101.92Less: Depreciation .......................................................................................... 5.72 4.59Profit before interest and taxation ................................................................... 91.53 97.33Less: Finance Costs ......................................................................................... 1.24 1.36Profit before Tax .............................................................................................. 90.29 95.97Less: Provision for taxation:Current Tax ..................................................................................................... 30.32 33.42Deferred tax ................................................................................................... 0.30 (0.44)Profit for the year after tax .............................................................................. 59.67 62.99Other comprehensive income ........................................................................ (0.32) (0.28)Total comprehensive income for the year........................................................ 59.35 62.71Balance of profit of earlier years ..................................................................... 444.15 400.83Profit available for appropriation .................................................................... 503.50 463.54Dividend paid on equity shares ...................................................................... 19.92 16.60Income-tax on dividend paid .......................................................................... 3.64 2.79Balance carried to Balance Sheet .................................................................... 479.94 444.15Net worth ....................................................................................................... 496.54 460.75* The aforesaid financial highlights are based on the Companys first Ind AS audited financial statements for the year ended 31st March, 2017 which

are required to be prepared in accordance with the Accounting Standards as notified under Section 133 of the Companies Act, 2013. Figures for the year ended 31st March, 2016 have been restated as per the new Accounting Standards Ind AS to make them comparable with the figures for the year ended 31st March, 2017.

No material changes and commitments have occurred after the close of the year till the date of this Report which affect the financial position of your Company.

OPERATIONSInspite of the year under review being a very tough year, your company was able to meet its targets for the year. The demand from transformer industry continued to be robust resulting in better capacity utilization.Your company was able to expand its market share in the power segment and also start exports in this segment. In the Automotive segment, your company (and its subsidiaries) is focusing on expanding its customer base and market share by providing value added services.Your Companys income for the year was Rs. 1007.20 crores compared to Rs. 1107.26 crores in the previous year. The decline is owing to a drop in prices of grades of electrical steel coupled with subdued performance of auto industry. Total comprehensive income for the year was at Rs. 59.35 crores as compared to Rs. 62.71 crores in the previous year.

DIVIDENDYour Directors recommend a dividend @ 120% on its equity shares, i.e. Rs. 12 per equity share on 1,21,00,007 fully paid-up equity shares of Rs. 10 each and pro rata dividend of Rs. 3.60 per equity share on 1,50,00,000 partly paid-up equity shares of Rs. 10 each, Rs. 3 per equity share paid-up, aggregating Rs. 19.92 crores.

If approved by the shareholders at the ensuing Annual General Meeting, the above dividend will be paid to those equity shareholders whose names appear on the Register of Members as on the record date fixed for this purpose, i.e. 23rd June, 2017, the date of the Annual General Meeting of the Company.

The dividend for the year, together with income tax thereon, will absorb a sum of Rs. 23.98 crores as against Rs. 23.98 crores paid for the previous year.




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CURRENT YEARThe Company is presently undergoing a major re-branding exercise and expects to have it completed by the first half of the year.

New projects of the Company and its subsidiaries:

Some of the major projects underway which will provide future growth opportunities are as under:

Project for manufacture of purlins at the Companys Nashik plant which is expected to be up and running by September, 2017.

Expansion of capacity at the Companys Vadodra plant during the year which will further consolidate its market share in the Distribution Transformers (DT) segment and also increase exports.

Expansion at Bhopal plant of Mahindra Steel Service Centre Limited is being planned to meet the growing demand from lead customers like BHEL and CG and other North based customers.

Expansion at the Sharjah plant of Mahindra Middle East Electrical Steel Service Centre (FZC), which will increase the subsidiarys market share in Gulf and South Asian countries.

Mahindra MSTC Recycling Private Limited, a Joint Venture with MSTC Limited for foraying into the organised automotive shredding sector, is on track and the same is scheduled to commence operations by October, 2017. A major branding exercise is going on in this company.

SUBSIDIARIES

Mahindra Steel Service Centre Limited (MSSCL):Mahindra Steel Service Centre Limited (MSSCLs) income for the year was Rs. 244.36 crores as against Rs. 215.62 crores in the previous year mainly owing to an increase in offtake by the home appliances sector. The total comprehensive income for the year was lower at Rs. 3.31 crores as against Rs. 6.12 crores in the previous year primarily on account of a drop in prices of grades of electrical steel accompanied by a drop in auto steel demand.

Mahindra MiddleEast Electrical Steel Service Centre (FZC) (MME):Mahindra MiddleEast Electrical Steel Service Centre (FZC) (MME) turned in an improved performance during the year through expansion of customer base. The total income of MME for the year under review increased to USD 10.52 million (INR 682.43 million) from USD 5.68 million (INR 368.23 million), an increase of nearly 85%.

Total comprehensive income for the year increased to USD 0.12 million (INR 7.63 million) as compared to USD 0.05 million (INR 3.62 million) in the previous year, through customer diversification.

The utilization of transformer core line improved during the year under review.

Mahindra Electrical Steel Private Limited (MESPL):Mahindra Electrical Steel Private Limited (MESPL) is in the process of evaluating options for its projects. MESPLs income for the year was Nil as against Rs. 0.75 crores in the previous year owing to sale of land at Naini during the said year. The total comprehensive loss for the year was Rs. 0.77 crores as against a loss of Rs. 0.14 crores in the previous year.

Mahindra Auto Steel Private Limited (MASPL):Mahindra Auto Steel Private Limited (MASPL) improved its performance during the year through an optimal product mix. During the current financial year, MASPLs income for the year was higher at Rs. 107.46 crores as against Rs. 69.66 crores in the previous year and the total comprehensive income for the year was Rs. 7.21 crores as against Rs. 6.80 crores in the previous year, provision for tax being higher during the year owing to deferred tax adjustments.

Mahindra MSTC Recycling Private Limited (MMRPL):Mahindra MSTC Recycling Private Limited (MMRPL) was incorporated on 16th December, 2016, primarily to carry on the business of setting up of shredding plants and collection centres for recycling of end of life vehicles and end of life white goods. During the current financial year, MMRPLs income for the year was Rs. 0.03 crores and the total comprehensive loss was Rs. 0.93 crores. The total investment of your Company in MMRPL as on 31st March, 2017 stood at Rs. 3.10 crores.




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STATEMENT PURSUANT TO SECTION 129 OF THE COMPANIES ACT, 2013:A Report on the performance and financial position of each of the subsidiaries and their contribution to the overall performance of the Company, is provided in Form AOC-1, as Annexure I and forms part of this Annual Report.

HUMAN RESOURCESHappy and enthused employees is one of the strategic goals of your Company as reflected in its employee engagement interventions.

Your Company had been recognized as one of Indias Best Companies to work for in 2016 and ranked 3rd in Manufacturing sector and overall ranked 27th in India.

Your company was awarded the first place in Employee Involvement & Development at the CII 9th National Cluster Summit in Delhi.

Your company was awarded the first place in People Initiatives at the Manufacturing Today, Regional Awards, at Vadodara.

As part of the Talent Development process, your Company continues to invest in premium learning opportunities to groom our next generation of leaders.

CUSTOMER SATISFACTIONYour Companys Customer as Promoter Score (CaPS), a metric used by the group to assess customer satisfaction stood at a healthy (+) 62% - an increase of 7 percentage points over previous year.

RISK MANAGEMENT POLICYYour Company has formulated a Risk Management Policy which identifies and evaluates risks and frames a response to mitigate the risks which may threaten the existence of the Company.

Implementation of the Risk Management Policy is expected to be helpful in managing the risks associated with the business of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICYThe Corporate Social Responsibility (CSR) Committee had formulated and recommended the CSR Policy to the Board of the Company in accordance with the relevant provisions of Companies Act, 2013 read with the Rules made thereunder. The weblink to the Companys CSR Policy is: http://www.mahindraintertrade.com

CSR INITIATIVES:During the year under review, your Company implemented a number of CSR initiatives in the areas of education, health and environment.

In an endeavor to strengthen educational infrastructure around the Companys service centres, classrooms were constructed for ZP school at Jambhul, and junior college at Kanhe villages. K-Yan (e-learning centers) were provided to schools to improve the education quality around the service centres. In addition, your Company had undertaken several CSR initiatives such as distribution of school bags, note books, stationery, etc. in ZP schools.

To provide self-employment opportunity for the women in local villages, a womens community center, Asmita Bhavan, was constructed at Sudumbre village near Kanhe. To improve hygiene infrastructure in schools, toilet blocks were constructed at a school in Kanhe. The toilet blocks will be maintained by the said school.

To improve recreational facilities for children, garden equipment were provided in a village near the Vadodara service center during the year under review. Free Eye checkup camps plus distribution of glasses were organized in the villages near the Companys service centre at Vadodara.

Your Company successfully ran tree plantation programs near its Service Centers at Nashik, Kanhe and Vadodara.

Your Company also contributed funds to the K. C. Mahindra Education Trust to support its initiatives for the education of girl child, through its Nanhi Kali project.

During the year under review your Company spend Rs. 192.8 Lakhs on its CSR activities. The mandated spend on the CSR activities of your Company for the year ended 31st March, 2017 i.e. an amount equal to 2% of the average net profit for the past three financial years was Rs. 192.43 Lakhs.

A detailed Annual report on Corporate Social Responsibility activities is enclosed as Annexure II and forms part of this report.




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DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Your Company has in place a Policy on Prevention of Sexual Harassment of Women in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has also constituted an Internal Complaints Committee to which employees can address their complaints. During the year, no complaints were received by the said Committee.

APPOINTMENT OF REGISTRAR & SHARE TRANSFER AGENT Pursuant to SEBI order against Sharepro Services (India) Private Limited, erstwhile Registrar & Share Transfer Agents of the Company, restraining it from buying, selling or dealing in the securities market, the Board of Directors of your Company at their Meeting held on 20th July, 2016, have approved the appointment of M/s. Karvy Computershare Private Limited, as the Registrar & Share Transfer Agents of the Company.

POLICY ON APPOINTMENT/REMOVAL OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL AND POLICY ON REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEESIn line with the principles of transparency and consistency and upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors of your Company had approved:

Policy on appointment/removal of Directors and Senior Management Personnel, together with the criteria for determining qualifications, positive attributes and independence of Directors and

Policy on the remuneration of Directors, Key Managerial Personnel and other Employees.

These policies are provided as Annexure III and forms part of this Report.

SUSTAINABILITY:Your company follows the principles of sustainable development for successful business to ensure long term value creation for all stakeholders.

Sustainability at your company is an integral part of the corporate culture and behavior in business and ensure a close link to the strategic & operational part of the business and commitment from management.

A number of initiatives have been undertaken by the Company and its subsidiaries during the year ended 31st March 2017, including installation of a rooftop solar energy generating at the Kanhe plant of Mahindra Steel Service Centre Limited.

Your company has been a part of Mahindra group Sustainability reporting and initiators of various sustainable practices.

Your Company has mapped out a Sustainability Roadmap under which a series of commitments have been made to improve the Companys environmental footprint and the social impact of its business.

AWARDYour company has been the recipient of the following award during the year:

Runner up award for Operational Excellence Nashik Plant at the Manufacturing Today Awards 2016.

INTERNAL FINANCIAL CONTROLSYour Company has in place, adequate internal financial controls with reference to Financial Statements, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weaknesses in the design or operations were observed.

SHARE CAPITALThe authorised share capital of your Company as on 31st March, 2017 stood at Rs. 46.75 crores divided into 2,80,00,000 equity shares of Rs. 10/- each and 18,75,000 Cumulative redeemable preference shares of Rs. 100 each.

There was no change in the paid-up share capital of your Company during the year under review. Accordingly as on 31st March, 2017, the paid-up share capital of your Company stood at Rs. 16.60 crores divided into 1,21,00,007 equity shares of Rs. 10/- each fully paid-up and 1,50,00,000 equity shares of Rs. 10/- each, Rs. 3/- paid-up.




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BOARD OF DIRECTORS

Composition:

Presently, the Board comprises of the following eight Directors:

Name of the Director and DIN

Designation Executive/Non- Executive Director

Independent/ Non-Independent Director

Mr. Bharat Doshi (00012541)

Chairman Non-Executive Director Non-Independent Director

Mr. Zhooben Bhiwandiwala (00110373)

Vice- Chairman Executive Director Non-Independent Director

Mr. Sumit Issar (06951249) Managing Director Executive Director Non-Independent Director

Mr. Rajeev Dubey (00104817)

Director Non-Executive Director Non-Independent Director

Mr. Pravin Shah (00056173) Director Non-Executive Director Non-Independent Director

Mr. Parag Shah (00374944) Director Non-Executive Director Non-Independent Director

Mr. Sudhir Mankad (00086077)

Director Non-Executive Director Independent Director

Dr. Punita Kumar- Sinha (05229262)

Director Non-Executive Director Independent Director

Mr. Zhooben Bhiwandiwala (DIN: 00110373) was re-appointed as the Executive ViceChairman (Executive Director) by way of Special Resolution passed at the 2016-2017/1st Extra Ordinary General Meeting of the Company held on 2nd November, 2016 for a period of 3 years i.e. with effect from 17th January, 2017 to 16th January, 2020.

Mr. Sudhir Mankad and Dr. Punita Kumar-Sinha who, in the opinion of the Board, are persons with integrity and possess relevant expertise and experience and have given declarations to the effect that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013.

Mr. Bharat Doshi and Mr. Pravin Shah retire by rotation at the forthcoming Annual General Meeting, and being eligible, have offered themselves for re-appointment.

Your Directors have wide experience in business related to trading, finance and general corporate management.

Board Meetings and Annual general Meeting:

The Board met six times during the year, i.e. on 27th April, 2016, 20th July, 2016, 12th September, 2016, 2nd November, 2016, 29th January, 2017 and 28th March, 2017. All these meetings were well attended and the gap between two consecutive meetings did not exceed 120 days. The 38th Annual General Meeting of the Company was held on 24th June, 2016.

The attendance of the Directors at the Board Meetings of the Company were as under:

Name of the Director No. of Board Meetings attended

Mr. Bharat Doshi 6

Mr. Zhooben Bhiwandiwala 4

Mr. Sumit Issar 6

Mr. Rajeev Dubey 4

Mr. Pravin Shah 5

Mr. Parag Shah 3

Mr. Sudhir Mankad 6

Dr. Punita Kumar-Sinha 6




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Meeting of Independent Directors

The Independent Directors of the Company met on 19th December, 2016 without the presence of the Chairman & Managing Director, Executive Director, the other Non-Executive Directors, the Chief Financial Officer, Company Secretary and any other Management Personnel. The Meeting was conducted in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to inter alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Evaluation of performance of Directors:

Pursuant to the provisions of Section 178 of the Companies Act 2013, the Nomination and Remuneration Committee carried out the evaluation of the performance of individual Directors. Feedback was sought from the Committee Members through a structured evaluation questionnaire covering various aspects such as attendance record, skills, experience, level of preparedness, knowledge on Companys business/activities, understanding of industry and global trends, etc.

As per the provisions of Schedule IV of the Companies Act, 2013, the Board evaluated the performance of Independent Directors, excluding the Director being evaluated, through a structured questionnaire, encompassing the variety of questions that would assist in evaluation.

The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Company was also carried out by the Independent Directors, taking into account the views of the Executive Director and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors based on representation from operating management and after due enquiry confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departures;

(ii) Accounting policies have been selected in consultation with the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the Profit of the Company for the year ended on that date;

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

(iv) The annual accounts have been prepared on a going concern basis.

(v) The Company has laid down internal financial controls. The Company has also assessed the adequacy of the Companys internal controls over financial reporting as of 31st March, 2017 and have found them to be adequate.

(vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CODES OF CONDUCT

Your Company has adopted Codes of Conduct for its Directors and Senior Management and Employees (the Codes). These Codes enunciate the underlying principles governing the conduct of the Companys business and seek to reiterate the fundamental precept that good governance must and always be an integral part of the Companys ethos.

Your Company has for the year under review, received declarations from members of the board, senior management and employees, affirming compliance with the respective Codes.




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COMMITTEES OF THE BOARD

Audit Committee

The composition of Audit Committee is as follows:

Name of the Director Designation

Mr. Sudhir Mankad Chairman

Mr. Rajeev Dubey Member

Dr. Punita Kumar-Sinha Member

The Audit Committee met four times during year, i.e. on 27th April, 2016, 20th July, 2016, 2nd November, 2016 and 28th March, 2017.

The attendance of the Directors at the Meetings of the Audit Committee were as under:

Name of the Director No. of Meetings attended

Mr. Sudhir Mankad 4

Mr. Rajeev Dubey 3


All the recommendations of the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee is as follows:-


Mr. Bharat Doshi Member

Mr. Rajeev Dubey Member

Mr. Sudhir Mankad Member

Dr. Punita Kumar-Sinha Member

The Committee met thrice during year, i.e. 27th April, 2016, 20th July, 2016 and 2nd November, 2016.

The attendance of the Directors at the Meeting of the Nomination and Remuneration Committee were as under:

Name of the Director No. of Meetings attended

Mr. Bharat Doshi 3

Mr. Rajeev Dubey 1

Mr. Sudhir Mankad 3


Corporate Social Responsibility (CSR) Committee

The composition of the CSR Committee is as follows:


Mr. Zhooben Bhiwandiwala Chairman

Mr. Sumit Issar Member

Mr. Sudhir Mankad Member




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The CSR Committee by way of a circular resolution passed on 19th July, 2016 recommended to the Board of Directors of the Company the CSR Activities and details of amount spent for the Financial Year 2016-2017.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following are the Key Managerial Personnel of your Company:

Mr. Zhooben Bhiwandiwala - Executive Vice-Chairman (re-appointed w.e.f. 17th January, 2017)

Mr. Sumit Issar - Managing Director

Mr. Percy Mahernosh - Chief Financial Officer

Ms. Romali Malvankar - Company Secretary

STATUTORY AUDITORS

Messrs. Deloitte Haskins & Sells, Chartered Accountants, Mumbai (Registration No. 117365W), will retire as Statutory Auditors of the Company at the conclusion of the forthcoming 39th Annual General Meeting.

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013 (the Act) read with Companies (Audit and Auditors) Rules, 2014 (effective from 1st April, 2014), an unlisted public company having paid-up share capital of Rs. 10 crores or more shall not re-appoint an audit firm as auditors for two terms of five consecutive years.

M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai (Firm Registration No. 117365W), the present Statutory Auditors, have already completed their maximum tenure as Statutory Auditors of the Company as provided under the Companies Act, 2013 and relevant rules thereunder, hence they cannot be appointed as the Statutory Auditors for any further term.

Your Directors propose to appoint M/s. BSR & Co. LLP (a KPMG Member Firm) Chartered Accountants, Mumbai (Firm Registration No. 101248W/W-100022) as the Statutory Auditors of the Company for a period of five consecutive years to hold office from the conclusion of the 39th Annual General Meeting until the conclusion of the 44th Annual General Meeting of the Company to be held in the year 2022.

As required under the provisions of Sections 139 and 141 of the Companies Act, 2013, the Company has obtained a written certificate from M/s. BSR & Co., LLP, to the effect that their appointment, if made, would be in conformity with the limits specified in Section 139 and that they satisfy the criteria mentioned in Section 141 of the Act.

Members of the Company will be required to appoint Statutory Auditors of the Company for a period of five consecutive years to hold office from the conclusion of the 39th Annual General Meeting until the conclusion of the 44th Annual General Meeting and to fix their remuneration.

The Auditors Report for the year ended 31st March, 2017 does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, Mr. Mario Nazareth was appointed as the Internal Auditor of your Company for the year ended 31st March, 2017. The Board at its meeting held on 27th April, 2017 re-appointed Mr. Mario Nazareth as the Internal Auditor of your Company for the year ending 31st March, 2018.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Martinho Ferrao & Associates, a firm of Company Secretaries in practice, was appointed as the Secretarial Auditor of your Company for the financial year ended 31st March, 2017 and onwards.

A Secretarial Audit Report for the financial year ended 31st March, 2017 issued by the Secretarial Auditor pursuant to the aforesaid provisions is provided as Annexure IV and forms part of this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.




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COST AUDITOR

M/s. Shilpa & Co., Cost Accountants, Nashik (Firm Registration No. 100558), were appointed as the Cost Auditor by the Board of Directors on 27th April, 2016 to audit the cost accounts of your Company for the financial year ended 31st March, 2017. Remuneration of the Cost Auditor was ratified by the Members at the 38th Annual General Meeting held on 24th June, 2016. The said appointment was subsequently intimated to the Central Government.

The Board, upon recommendation of the Audit Committee, re-appointed M/s. Shilpa & Co. as the Cost Auditor of your Company on 27th April, 2017 to audit the cost accounts for the financial year ending 31st March, 2018. The Members of the Company would be required to ratify the remuneration of Rs. 1,72,541/- (Rupees One Lakh Seventy Two Thousand Five Hundred and Forty One Only) (excluding taxes and out of pocket expenses) payable to M/s. Shilpa & Co. for the said period.

As required under the provisions of Sections 139, 141 and 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Company has obtained a written confirmation from M/s. Shilpa & Co. to the effect that they are eligible for appointment as the Cost Auditor and that they are an independent firm of Cost Accountants and have an arms length relationship with your Company.

FRAUDS REPORTED BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act 2013, details of which needs to be mentioned in this report.

STOCK APPRECIATION RIGHTS (SARs)

Your Company has a cash settled Stock Appreciation Rights (SARs) Scheme to reward its employees and to provide an opportunity to them to participate in the growth of the Company. Accordingly, 19,347 SARs were granted during the year to eligible employee of the Company by the Nomination and Remuneration Committee (NRC) at its meeting held on 2nd November, 2016.

PARTICULARS OF PUBLIC DEPOSITS, LOANS, GUARANTEES OR INVESTMENTS

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013, from the public, or its employees during the year.

Particulars of loans given, investments made, guarantees and securities provided, are given under the notes to the audited financial statements and the same forms part of the annual report.

There are no loans/advances which are required to be disclosed in the annual accounts of the Company pursuant to Regulations 34(3) and 53(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V, applicable to the Ultimate Parent Company, Mahindra & Mahindra Limited.

PARTICULARS OF TRANSACTIONS WITH RELATED PARTIES

All transactions entered into by your Company with its related parties during the year were in ordinary course of business and at arms lengths.

Particulars of material contracts or arrangements or transactions with related parties, referred to under Section 188(1) of the Companies Act, 2013, are furnished in Form AOC-2 as Annexure V and forms part of this report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on 31st March, 2017 is annexed as Annexure VI and forms part of this report.

SAFETY, HEALTH AND ENVIRONMENTAL PERFORMANCE

Your Company subscribes to guidelines on safety, health and environment and encourages involvement of all its employees in activities related to safety including promotion of safety standards. Employees across facilities were trained in behavioral safety at work. There were no reportable accidents at any location of the Company during the year ended 31st March, 2017. The Companys Vadodara plant got the First award on Safety Best Practices competition by Manufacturing Today. As an Innovative concept, a Safety kiosk to impart safety training to visitors has been installed at the Kanhe plant of the Companys Subsidiary, Mahindra Steel Service Centre Limited. Statutory requirements related to environmental legislations and environment protection, have been complied with by your Company.




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

Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure VII and forms part of this report.

DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Being an unlisted company, provisions of Rule 5 of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to your Company.

GENERAL DISCLOSURES:

The Managing Director or the Whole-time Director of the Company did not receive any remuneration or commission from any of the subsidiaries of your Company.

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

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

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

Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the Companys going concern status and operations in future.

Shares having voting rights not exercised directly by the employees and for the purchase of which or subscription to which loan was given by the Company.

ACKNOWLEDGMENTS:

Your Directors are pleased to take this opportunity to thank the bankers, customers, vendors and all the other stakeholders for their co-operation to the Company during the year under review.

For and on behalf of the Board

Bharat Doshi Chairman

Mumbai, 27th April, 2017




13

ANNEXURE I TO THE DIRECTORS REPORT

Form AOC-1

(Pursuant to first proviso to Sub-Section (3) of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures Part A: Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs. crores)

Sr. No.

Name of the subsidiary 1 2 3 4 5

Mahindra Steel Service

Centre Limited

Mahindra Auto Steel

Private Limited

Mahindra Electrical

Steel Private Limited

Mahindra Middle East

Electrical Steel Service Centre[FZC]

Mahindra MSTC

Recycling Private Limited

1. The date since when subsidiary was acquired

11th November,

2009

12th December,

2013

10th June, 2009

8th August, 2004

16th December,

2016

2. Reporting period for the subsidiary concerned, if different from the holding companys reporting period

31st March, 2017

31st March, 2017

31st March, 2017

31st March, 2017

31st March, 2017

3. Reporting currency and exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries

INR INR INR Reporting currency:

USD Exchange Rate INR

66.35/1 USD

INR

4. Share capital 16.54 68.50 0.30 3.57 6.20

5. Reserves & surplus 81.62 10.42 (1.21) 26.80 (0.94)

6. Total assets 186.51 116.90 7.33 70.30 5.48

7. Total Liabilities 186.51 116.90 7.33 70.30 5.48

8. Investments 2.50*

9. Turnover 244.36 107.46 68.24 0.03

10. Profit before taxation 5.32 11.26 (1.05) 0.76 (0.92)

11. Provision for taxation 1.96 4.04 (0.28) 0.01

12. Profit after taxation 3.36 7.22 (0.77) 0.76 (0.93)

13. Total comprehensive income

3.31 7.21 (0.77) 0.76 (0.93)

14. Proposed Dividend 0.68 1.51

15. % Extent of shareholding (in percentage)

61% 51% 100% 90% 50%

Names of subsidiaries which are yet to commence operations

1. Mahindra Electrical Steel Private Limited

2. Mahindra MSTC Recycling Private Limited

Names of subsidiaries which have been liquidated or sold during the year- Nil

* comprises investment of current nature




14

Part B: Associates and Joint Ventures

Name of Associates/Joint Ventures: N.A.

1) Latest audited Balance Sheet Date N.A.

2) Date on which the Associate or Joint Venture was associated or acquiredN.A.

3) Shares of Associate/Joint Ventures held by the company on the year endN.A.

- Number

- Amount of Investment in Associates/Joint Venture

- Extend of Holding %

4) Description of how there is significant influenceN.A.

5) Reason why the associate/ joint venture is not consolidatedN.A.

6) Networth attributable to Shareholding as per latest audited Balance SheetN.A.

7) Profit/Loss for the yearN.A.

- Considered in Consolidation

- Not Considered in Consolidation

1. Names of associates or joint ventures which are yet to commence operations N.A.

2. Names of associates or joint ventures which have been liquidated or sold during the year N.A.

Note : This Form is to be certified in the same manner in which the Balance Sheet is to be certified.


Bharat Doshi Chairman

Zhooben Bhiwandiwala Executive Vice-Chairman

Sumit IssarManaging Director

Percy MahernoshChief Financial Officer

Romali M. MalvankarCompany Secretary





15

ANNEXURE II TO THE DIRECTORS REPORTANNUAL REPORT ON CSR ACTIVITIES OF MAHINDRA INTERTRADE LIMITED

(1) A brief outline of the Companys CSR policy, including overview of projects or programs undertaken and a reference to the web link to the CSR policy and projects and programmes:

The objective of the Companys CSR policy is to

Promote a unified and strategic approach to CSR by incorporating under the Rise for Good umbrella the diverse range of its philanthropic initiatives and causes to work for thereby ensuring high social impact.

Encourage employees to participate actively in the companys CSR activities and give back to society in an organized manner through the employee volunteering programme called ESOPs (Employee Social Options).

The Company has pledged to contribute 2% of its average net profits during the three immediately preceding financial years towards CSR initiatives to meet the needs of the local communities where it operates.

Our commitment to CSR will be manifested by investing resources in the following thrust areas:

1. Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care, sanitation, including contribution to the Swach Bharat Kosh set up by the Central Government for the promotion of sanitation and making available safe drinking water;

2. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled, and livelihood enhancement projects;

3. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres, and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

4. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining the quality of soil, air and water, including contribution to the Clean Ganga Fund set up by the Central Government for rejuvenation of river Ganga;

5. Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up of public libraries; promotion and development of traditional arts and handicrafts;

6. Measures for the benefit of armed forces veterans, war widows and their dependents;

7. Training to promote rural sports, nationally recognized sports, paraolympic sports and Olympic sports;

8. Contribution to the Prime Ministers National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;

9. Contribution or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

10. Rural development projects;

11. Slum area development.

A reference to the web link to the CSR policy and projects and programmes :- www.mahindraintertrade.com.

The Corporate Social Responsibility Committee (CSR Committee) of the Company shall be responsible for monitoring implementation of the CSR Policy. CSR Committee shall approve and recommend to the Board projects or programmes to be undertaken, the modalities of execution, and implementation schedule thereof.

(2) The Composition of the CSR Committee: Mr. Zhooben Bhiwandiwala (Chairman), Mr. Sudhir Mankad (Member) and Mr. Sumit Issar (Member).

(3) Average net profit of the company for last three financial years: Rs. 9621.56 Lakhs.

(4) Prescribed CSR Expenditure (2% of the amount as in Item 3 above): Rs. 192.43 Lakhs.




16

(5) Details of CSR spend during the financial year.

(a) Total amount spend for the financial year: Rs. 192.80 Lakhs

(b) Amount unspent, if any: - Nil

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

Sr. No. Particulars (1) (2) (3) (4) (5) (6) (7) (8)

(1) CSR project or activity identified

Construction of Junior College at Kanhe village

Construction of toilet blocks for Mukane school

Construction of Community hall for women/sr. citizens at Sudumbare village

Sewing machines to differently abled

Construction of additional classrooms (2nd floor) at ZP School, Gonde village

Play park equipment at Bhardhawa village

Drawing competition on Swacch Bharat at Kanhe school

Tree Plantation in plant

(2) Sector in which the project is covered

Education Education Health, Environment & Infra

Education Education Environment Education Environment

(3) Amount outlay (budget project or programme wise Rs. 12,00,000 Rs. 11,00,000 Rs. 15,00,000 Rs. 1,50,000 Rs. 28,00,000 Rs. 50,000 Rs. 50,000

(4) Projects or programme

(1) Local area or other

(2) Specify the state and district where projects or programs were undertaken

(1) Local

(2) Kanhe district, Maharashtra

(1) Local

(2) Nashik district, Maharashtra

(1) Local


(1) Local

(2) Vadodara district, Gujarat

(1) Local


(1) Local


(1) Local


(1) Local


(5) Amount spent on the project or programme Sub Heads;

(1) Direct expenditure on projects or programmes

(2) Overheads

(1) Rs. 12,31,553

(2) 0

(1) Rs. 13,54,791

(2) 0

(1) Rs. 13,38,463

(2) 0

(1) Rs. 1,43,533 (2) 0

(1) Rs. 26,86,978 (2) 0

(1) Rs. 48,363 (2) 0

(1) Rs. 20,140 (2) 0

(1) Rs. 13,775 (2) 0

(6) Cumulative expenditure up to the reporting period

Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above

(7) Amount Spent direct or through implementing agency

Direct Direct Direct Direct Direct Direct Direct Direct


(1) CSR project or activity identified

Tree Plantation Tree Plantation Eye checkup plus Distribution of glasses

K-yan (e learning center)

Donation to Indian Cancer Society

Girls hostel assessment expenses

Donation of equipment to sub-Health Center (SHC)

Swacch Bharat Abhiyan

(2) Sector in which the project is covered

Environment Environment Health Education Health Education Health Environment

(3) Amount outlay (budget project or programme wise)

Rs. 1,00,000 Rs. 2,00,000 Rs. 10,00,000 Rs. 1,00,000 - Rs. 50,000 Rs. 10,000



(2) Specify the state and district where projects or programs was undertaken

(1) Local


(1) Local


(1) Local


(1) Local


(1) Local

(2) Mumbai district, Maharashtra

(1) Local


(1) Local


(1) Local





17


(5) Amount spent on the project or programme Sub Heads;1. Direct expenditure on projects or programmes2. Overheads

(1) Rs. 42,000 (2) 0

(1) Rs. 1,84,841 (2) 0

(1) Rs. 29,000

(2) 0

(1) Rs. 10,61,819

(2) 0

(1) Rs. 1,00,000 (2) 0

(1) Rs. 17,250

(2) 0

(1) Rs. 45,465

(2) 0

(1) Rs. 2,100

(2) 0


Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above

(7) Amount Spent direct or through implementing agency

Direct Direct Direct Direct Direct Direct Direct Direct

Sr. No. Particulars (17) (18) (19) (20) (21) Total

(1) CSR project or activity identified Blood donation camp

Need assessment survey

Construction of Aanganwadi

K-Yan (e learning center at ZP school, Gonde village)

Contribution to KCMET for education of the under-privileged girl child under the Nanhi Kali project

(2) Sector in which the project is covered Health Education Education Education Education

(3) Amount outlay (budget project or programme wise

Rs. 10,000 Rs. 50,000 Rs. 3,50,000 Rs. 1,10,00,000 Rs. 1,97,20,000



(2) Specify the state and district where projects or programs was undertaken

(1) Local


(1) Local


(1) Local


(1) Local


(1) Others

(2) Maharashtra and contiguous states

(5) Amount spent on the project or programme Sub Heads;(1) Direct expenditure on projects or programmes(2) Overheads

(1) Rs. 3,371 (2) 0

(1) Rs. 25,000 (2) 0

(1) Rs. 4,000

(2) 0

(1) Rs. 3,00,828

(2) 0

(1) Rs. 1,06,22,800 (2) 0

(1) Rs. 1,92,76,070

(2) 0


Same as above Same as above Same as above Same as above Same as above

(7) Amount Spent direct or through implementing agency Direct Direct Direct Direct

Implementing agency KCMET*

* Details of implementing agency: KCMET- The K. C. Mahindra Education Trust - founded by Late K. C. Mahindra in 1953 promotes literacy and higher learning in the country. Since its inception, the trust has promoted education by way of scholarships and grants to deserving and needy students. The Trust has facilitated social and economic development through creating a literate, enlightened and empowered population. The Trust is registered as a public Charitable Trust under the Bombay Public Trusts Act, 1950 and has its office at Cecil Court, Mahakavi Bhushan Marg, Mumbai - 400001.

(6) The Company has spent 2% of the average net profit of the last three financial years on CSR - related activities.

(7) Members of the CSR committee confirm that implementation and monitoring of the CSR policy of your Company is in compliance with the relevant provisions of the Companies Act, 2013.


Bharat Doshi Zhooben Bhiwandiwala

Chairman Chairman, CSR Committee





18

ANNEXURE III TO THE DIRECTORS REPORT

POLICY ON APPOINTMENT/REMOVAL OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

DEFINITIONSThe definitions of some of the key terms used in this Policy are given below.

Board means Board of Directors of the Company.

Company means Mahindra Intertrade Limited (MIL).

Committee(s) means Committees of the Board for the time being in force.

Employee means employee of the Company whether employed in India or outside India including employees in the Senior Management team of the Company.

HR means the Human Resource department of the Company.

Key Managerial Personnel (KMP) refers to key managerial personnel as defined under the Companies Act, 2013 and includes:

(i) Managing Director (MD) or Chief Executive Officer (CEO) or Manager or Whole time Director (WTD)

(ii) Chief Financial Officer (CFO) and

(iii) Company Secretary (CS).

Nomination and Remuneration Committee (NRC) means Nomination and Remuneration Committee of Board of Directors of the Company for the time being in force.

Senior Management means personnel of the Company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including functional heads.

I. APPOINTMENT OF DIRECTORS NRC reviews and assesses Board composition and recommends the appointment of new directors. In evaluating

the suitability of an individual Board member, NRC shall take into account the following criteria regarding qualifications, positive attributes and independence of a director as applicable:

1) All Board appointments will be based on merit, in the context of skills, experience, independence and knowledge required for the Board as a whole to be effective.

2) Ability of the candidate to devote sufficient time and attention to professional obligations as an Independent Director for balanced decision making.

3) Adherence to the Code of Conduct and ensuring the highest level of corporate governance, in letter and in spirit, by Directors.

Based on NRCs recommendation, the Board will evaluate the candidate(s) and decide on the selection of the appropriate member. The Board, through the Managing Director, will interact with the new member to obtain his/her consent for joining the Board. Upon receipt of the consent, the new director will be co-opted by the Board in accordance with the applicable provisions of the Companies Act 2013 and Rules made thereunder.

REMOVAL OF DIRECTORSIf a director is disqualified as per any applicable Act, or rules and regulations thereunder, or due to non-adherence to the applicable policies of the company, NRC may recommend to the Board, with reasons recorded in writing, removal of a director subject to compliance of the applicable statutory provisions.

SENIOR MANAGEMENT PERSONNELNRC shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down above.

For administrative convenience, senior management personnel will be appointed or promoted and removed/ relieved with the authority of the Managing Director based on business needs and suitability of the candidate.

Managing Director shall report details of such appointments to NRC at least twice in a year.




19

II. SUCCESSION PLANNING:

Purpose:The Talent Management Policy sets out the approach to the development and management of talent in the Company to ensure implementation of the strategic business plans of the Company.

Board:Successors for Independent Directors shall be identified by the NRC at least one quarter before expiry of the scheduled term. In case of separation of Independent Directors due to resignation or otherwise, successor(s) will be appointed at the earliest but not later than the immediate next Board meeting or three months from the date of such vacancy, whichever is later.

Successors for Executive Director(s) shall be identified by the NRC from Senior Management or through external sources as the Board may deem fit.

The Board may also decide at its discretion not to fill a vacancy on the Board.

Senior Management Personnel:The Companys succession planning program aims to identify high growth potential individuals, and groom them in order to maintain a robust talent pipeline.

The Company has a process of identifying individuals with high potential and having abilities to hold critical positions. Successors are mapped for such positions in order to ensure talent readiness.

The Company participates in the Mahindra Groups Talent Management process which is driven by a collaborative network of Talent Councils across the Groups various Sectors.

POLICY ON REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

Purpose:This Policy sets out the approach to Compensation of Directors, Key Managerial Personnel and other employees in Mahindra Intertrade Limited (MIL).

Policy Statement:

Our compensation philosophy strives to attract and retain high performers by compensating them at levels that are broadly comparable with the median of the comparator basket while differentiating people on the basis of performance, potential and criticality for achieving competitive advantage in business.

In order to effectively implement this, our compensation structure is developed through external benchmarking as appropriate, with relevant players across the industry we operate in.

NON-EXECUTIVE INCLUDING INDEPENDENT DIRECTORS:

The Nomination and Remuneration Committee (NRC) shall decide the basis for determining the compensation, both fixed and variable, to Non-Executive Directors, including Independent Directors, whether as commission or otherwise. NRC shall take into consideration various factors such as directors participation in Board and Committee meetings during the year, other responsibilities undertaken such as membership or Chairmanship of committees, time spent in carrying out their duties, role and functions as envisaged in Schedule IV of the Companies Act, 2013 and such other factors as the NRC may deem fit for determining compensation.

The Board shall determine compensation to Non-Executive Directors within the overall limits specified in the Shareholders resolution.

Executive Directors:

The remuneration to Managing Director and Executive Director(s) shall be recommended by NRC to the Board. Remuneration will consist of both fixed compensation and variable compensation and shall be paid as salary, commission, performance bonus, stock options (where applicable), perquisites and fringe benefits as approved by the Board and within the overall limits specified in the Shareholders resolution. While fixed compensation is determined at the time of their appointment, variable compensation will be determined annually by NRC based on their performance.




20

Key Managerial Personnel (KMPs)

The terms of remuneration of the Chief Executive Officer (CEO), Chief Financial Officer (CFO) and the Company Secretary (CS) shall be determined either by any Director or such other person as may be authorised by the Board.

The above remuneration shall be competitively benchmarked for similar positions in the industry and aligned with their qualifications, experience, and responsibilities. Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Board shall approve remuneration of the above KMPs at the time of their appointment.

The remuneration to directors, KMPs and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

Employees

We follow a position and level based approach for compensation benchmarking with companies in the steel/ steel service centre and related engineering industries.

We have a CTC (Cost to Company) concept which includes a fixed component (guaranteed pay) and a variable component (performance pay). The percentage of the variable component increases with increasing hierarchy levels as employees at higher positions have a greater impact and influence on the companys overall business result. CTC is reviewed once every year and the compensation strategy for positioning of individuals takes into consideration the following elements:

Performance

Potential

Criticality

Remuneration for new employees other than KMPs and senior management will be decided by HR and approved by the Managing Director, based on factors such as relevant job experience, last compensation drawn, skill-set of the selected candidate, internal equity and related parameters.

The Company may also grant Stock Appreciation Rights to Employees and Directors (other than Independent Directors) in accordance with the Stock Appreciation Rights Scheme of the Company and subject to compliance of the applicable statutes and regulations.


Bharat Doshi

Chairman





21

ANNEXURE IV TO THE DIRECTORS REPORT

SECRETARIAL AUDIT REPORT FORM NO. MR-3

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017 [Pursuant to Section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

To,The Members,Mahindra Intertrade LimitedMahindra Towers, P K Kurne Chowk, WorliMumbai 400 018

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

Based on our verification of Mahindra Intertrade Limiteds books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2017, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended 31st March, 2017 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder; Not Applicable to the Company for the year under review

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; Not Applicable to the Company for the year under review

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act) are Not Applicable to the Company: -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.

As represented by the Company, there is/are no sector specific laws applicable to the Company.




22

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Not applicable

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the company, its officers, agents and its authorised representatives during the conduct of Secretarial Audit we hereby report that in our opinion during the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that:

1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. No changes in the composition of the Board of Directors took place during the period under review.

2. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance or on a shorter notice with the consent of the Directors, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

3. As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded.

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

We further report that during the audit period except the following, there were no specific events/actions having a major bearing on Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, etc:

1. The Members of the Company at their Extraordinary General Meeting held on 02nd November, 2016 passed Special Resolution in supersession of the Ordinary Resolution under Section 180(1)(c) in respect of the borrowings of the Company (remaining unchanged) at Rs. 100 Crores at any point of time.

2. The Members of the Company at their Extraordinary General Meeting held on 02nd November, 2016 passed Special Resolution in supersession of the Ordinary Resolution under Section 180(1)(a) for creation of charge on the assets of the Company to secure the borrowings of the Company for an aggregate amount not exceeding Rs. 100 Crores (remaining unchanged) at any point of time.

For Martinho Ferrao & Associates,Company Secretaries

Martinho FerraoProprietor

FCS No. 6221 CP No. 5676





23

ANNEXURE ATo,The Members,Mahindra Intertrade Limited

Our report is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

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

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

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

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

For Martinho Ferrao & AssociatesCompany Secretaries

Martinho FerraoProprietor

FCS No. 6221CP No. 5676





24

ANNEXURE V TO THE DIRECTORS REPORTFORM NO. AOC-2

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

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

1. Details of contracts or arrangements or transactions not at arms length basis:

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

Nature of contracts/arrangements/transactions

Duration of the contracts/ arrangements/ transactions

Salient terms of the contracts or arrangements or transactions including the value, if any

Justification for entering into such contracts or arrangements or transactions

Date(s) of approval by the Board

Amount paid as advances, if any

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

2. Details of material contracts or arrangement or transactions at arms length basis:

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

Nature of contracts/ arrangements/ transactions

Duration of the contracts/ arrangements/ transactions

Salient terms of the contracts or arrangements or transactions including the value, if any

Date(s) of approval by the Board, if any

Amount paid as advances, if any

Mahindra and Mahindra Limited (Ultimate Holding Company)

Sale of processed steel

Recurring Sale of processed steel at prices negotiated based on domestic/ international steel prices;

(ii) payment terms - immediate (payment is generally received in 10 days).

The actual value of transaction for the year ended

31st March, 2017 is Rs. 172.80 crores.

Not Applicable (Refer Note)

Nil

Note: The above transaction is at arms length and is in the ordinary course of business. Accordingly, Board approval is not required as per proviso to Sub Section (1) of Section 188 of the Companies Act, 2013. Approval of Audit Committee was taken in the meetings held on 20th July, 2016, 2nd November, 2016 and 27th April, 2017.


Bharat DoshiChairman





25

ANNEXURE VI TO THE DIRECTORS REPORT

Form No. MGT-9

Extract of Annual Return as on the financial year ended on 31st March, 2017

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i. Corporate Identification Number (CIN) U51900MH1978PLC020222

ii. Registration Date 20th March, 1978

iii. Name of the Company Mahindra Intertrade Limited

iv. Category/Sub-Category of the Company

Company Limited by shares/Indian Non-Government Company

v. Address of the Registered office and contact details

Mahindra Towers, P. K. Kurne Chowk,

Worli, Mumbai 400018

Tel.: +91-22-24935185/86

Fax: +91-22-24951236

Contact: [email protected]

vi. Whether listed company Yes/No No

vii. Name, Address and Contact details of Registrar and Share Transfer Agent, if any

Karvy Computershare Private Limited.Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500032, India Tel No. 91-40-67162222email: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: All the business activities contributing 10% or more of the total turnover of the Company:

Sr. No.

Name and Description of main products/services

NIC Code of the Product/service % to total turnover of the company

1. Processing of Steel 24105 89%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr. No.

Name and Address of the company

CIN/GLN Holding/Subsidiary/ Associate

% of shares held

Applicable Section

1. Mahindra and Mahindra Limited Gateway Building, Apollo Bunder, Mumbai 400 001

L65990MH1945PLC004558 Ultimate Holding Company

100.00* 2(46)

2. Mahindra Vehicle Manufacturers Limited Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai 400 018

U34100MH2007PLC171151 Holding Company 100.00 2(46)




26

Sr. No.

Name and Address of the company

CIN/GLN Holding/Subsidiary/ Associate

% of shares held

Applicable Section

3. Mahindra Steel Service Centre Limited Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai 400 018

U27100MH1993PLC070416 Subsidiary Company 61.00 2(87)(ii)

4. Mahindra Electrical Steel Private Limited Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai 400 018

U27100MH2009PTC193205 Subsidiary Company

100.00 2(87)(ii)

5. Mahindra Auto Steel Private Limited Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai 400 018

U27100MH2013PTC250979 Subsidiary Company

51.00 2(87)(ii)

6. Mahindra MiddleEast Electrical Steel Service Centre (FZC) Sharjah Airport International Free Zone, P3-11/12, P. O. Box 8114, Sharjah, UAE

N.A. Subsidiary Company 90.00 2(87)(ii)

7. Mahindra MSTC Recycling Private Limited Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai 400 018

U37100MH2016PTC288535 Subsidiary Company 50.00 2(87)(i)

* Through Mahindra Vehicle Manufacturers Limited




27

IV. SHARE HOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year (as on 1st April 2016)

No. of Shares held at the end of the year (as on 31st March 2017)

% Change during

the yearDemat Physical Total % of

Total Shares

Demat Physical Total % of Total

SharesA. Promoters(1) Indian a) Individual/HUF b) Central Govt. c) State Govt.(s) d) Bodies Corp. 27,100,000 7 27,100,007 100 27,100,000 7 27,100,007 100 e) Banks/FI f) Any Other.... Sub-total (A)(1): 27,100,000 7 27,100,007 100 27,100,000 7 27,100,007 100 (2) Foreigna) NRIs-Individuals b) Other - Individuals c) Bodies Corp. d) Banks/FI e) Any Other.... Sub-total (A)(2): Total shareholding of Promoter (A)=(A)(1)+(A)(2) 27,100,000 7 27,100,007 100 27,100,000 7 27,100,007 100 B. Public Shareholding1. Institutionsa) Mutual Funds b) Banks/FI c) Central Govt. d) State Govt.(s) e) Venture Capital

Funds f) Insurance

Companies g) FIIs h) Foreign Venture

Capital Funds i) Others (specify) Sub-total (B)(1): 2. Non-Institutionsa) Bodies Corp.i) Indian ii) Overseas b) Individualsi) Individual

shareholders holding nominal share capital upto Rs. 1 lakh

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

c) Others (specify)Sub-total (B)(2): Total Public Shareholding (B)=(B)(1)+(B)(2) C. Shares held by

Custodian for GDRs & ADRs

Grand Total (A+B+C) 27,100,000 7 27,100,007 100 27,100,000 7 27,100,007 100




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(ii) Shareholding of Promoters

Sr. No.

Shareholders Name Shareholding at the beginning of the year (as on 1st April 2016)

Share holding at the end of the year (as on 31st March 2017)

% Change in Shareholding

during the year

No. of Shares

% of total Shares of the

company

% of Shares Pledged/

encumbered to total shares

No. of Shares

% of total Shares of the

company

% of Shares Pledged/

encumbered to total shares

1. #Mahindra Vehicle Manufacturers Ltd. (Demat) 27,100,000 100.00 27,100,000 100.00 100.00

2. #Mahindra Vehicle Manufacturers Ltd. Jointly with Mr. Vijay Arora 1 1 0.00

3. #Mahindra Vehicle Manufacturers Ltd. Jointly with Mr. Narayan Shankar 1 1 0.00

4. #Mahindra Vehicle Manufacturers Ltd. Jointly with Mr. Zhooben Bhiwandiwala 1 1 0.00

5. #Mahindra Vehicle Manufacturers Ltd. Jointly with Mr. Pravin Shah 1 1 0.00

6. #Mahindra Vehicle Manufacturers Ltd. Jointly with Mr. Sumit Issar 1 1 0.00

7. #Mahindra Vehicle Manufacturers Ltd. Jointly with Mr. Percy Mahernosh 1 1 0.00

8. #Mahindra Vehicle Manufacturers Ltd. (physical) 1 1 0.00

Total 27,100,007 100.00 27,100,007 100 100

# Held as a nominees of Mahindra Vehicle Manufacturers Ltd. to comply with the Statutory Provisions in respect of minimum number of members.

(iii) Change in Promoters Shareholding (Please specify, if there is no change)

Sr. No.

Particulars Shareholding at the beginning of the year

(as on 1st April 2016)

Cumulative Shareholding during the year

No. of shares % of total shares of the

company


company

At the beginning of the year 01.04.2016

Date wise increase/decrease in promoter shareholding during the year specifying the reason for increase/decrease (eg. Allotment/transfer/bonus/sweat equity etc.)

At the end of the year 31.03.2017




29

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No.

For each of the Top 10 Shareholders Shareholding at the beginning of the year




Company


Company

At the beginning of the year 01.04.2016

Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity/etc.)

At the end of the year 31.03.2017

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. No.

Shareholding of each of the Directors and Key Managerial Personnel

Shareholding at the beginning of the year




Company


Company

1. Mahindra Vehicle Manufacturers Ltd. jointly with Mr. Zhooben Bhiwandiwala

At the beginning of the year 01.04.2016 1 1


At the end of the year 31.03.2017 1 1

2. Mahindra Vehicle Manufacturers Ltd. jointly with Mr. Pravin Shah




3. Mahindra Vehicle Manufacturers Ltd. jointly with Mr. Sumit Issar




4. Mahindra Vehicle Manufacturers Ltd. jointly with Mr. Percy Mahernosh







30

V. INDEBTEDNESS: Indebtedness of the Company including interest outstanding/accrued but not due for payment

(Rs. in crores)

Particulars Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 0.09 0.09

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii) 0.09 0.09

Change in Indebtedness during the financial year

Addition 0.68 4.55 5.23

Reduction

Net Change 0.68 4.55 5.23

Indebtedness at the end of the financial year

i) Principal Amount 0.77 4.53 5.30

ii) Interest due but not paid

iii) Interest accrued but not due 0.02 0.02

Total (i+ii+iii) 0.77 4.55 5.32

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(Rs. in Lakhs)

Sr. No.

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

Mr. Zhooben Bhiwandiwala

(Executive Vice-Chairman)

Mr. Sumit Issar (Managing

Director)

1. Gross salary

a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 75.43 75.43

b) Value of perquisites under Section 17(2) of the Income-tax Act, 1961 1.55 1.55

c) Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961

2. Stock Option

3. Sweat Equity

4. Commission

as % of profit 29.15 #23.44 52.59

5. Others, please specify

Stock Appreciation Rights 23.53 23.53

Contribution to funds 4.77 4.77

Total (A) 29.15 128.72 157.87

Ceiling as per the Act (being 10% of the net profits calculated as per Section 198 of the Companies Act, 2013) 906.70

# Estimated @100% achievement.




31

B. Remuneration to other directors:(Rs. in Lakhs)

Sr. No.

Particulars of Remuneration Name of Directors Total Amounts

Mr. Bharat Doshi

Mr. Parag Shah

Mr. Sudhir Mankad

Dr. Punita Kumar Sinha

1. Independent Directors

Fee for attending board/committee meetings 3.20 3.20 6.40

Commission 6.00 6.00 12.00

Others, please specify

Total (1) 9.20 9.20 18.40

2. Other Non-Executive Directors

Fee for attending board/committee meetings 2.40 2.40

Commission 12.00 5.83 17.83

Others, please specify

Total (2) 14.40 5.83 20.23

Total (B)=(1+2) 14.40 5.83 9.20 9.20 38.63#Total Managerial Remuneration 196.50

Overall Ceiling as per the Act (being 1% of the net profits calculated as per Section 198 of the Companies Act, 2013) 90.66

# Total remuneration to Managing Director, Whole-Time Director and Other Directors (being the total of A and B)

C. REMUNERATION TO KEY MANA

Date: 12/12/2017 2:42:18 PM

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