Directors Report of Anil Special Steel Industries Ltd.

Mar 31, 2014

THE MEMBERS

The Directors have pleasure in presenting the 46th Annual Report of the Company together with the Audited Profit & Loss Account for the year ended on 31.03.2014 and the Balance Sheet as on that date.

FINANCIAL RESULTS

(Rs. in lacs) Year ending Year ending 31.03.2014 31.03.2013

Turnover 30482 16026

Gross Profit before Finance Cost and Depreciation 3816 862

Finance Cost 1021 461

Profit after Finance Cost 2795 401

Depreciation 2272 361

Net Profit before Tax 523 40

Tax 32 8

Net Profit for the year 491 32

OPERATIONAL REVIEW

During the year Turnover for the financial year under review is Rs. 30482 Lacs against Rs. 16026 Lacs in the previous year hence an increase in turnover by 90.20% and Profit after tax for the year is Rs. 491 Lacs as against Rs. 32 Lacs for the previous year, the Company has sold the Vacant Land bearing Khasra No.115, 42/48, 43, 44, 45, 45/48 admeasuring 47,044.61 Sq. Mtr. situated at Kanakpura, P.O. Meenawala, Jaipur and the non-operating profit on account of the above sale Rs. 2317 Lacs is included, further the Company has changed the depreciation method for Unit-ll (TMT Rebar Project) from last year and has adopted Written Down Method from financial year 2013-14 instead of Straight Line Method adopted till 2013. Depreciation is provided at WDVat the rates specified in Schedule XIV and provisions made therein of Companies Act, 1986 (as amended), on the Original Cost.

For Unit-I (Flat Rolled Products Division) the Company has identified certain Plant & Machineries as "Continuous Process Plant" during financial year 2006-07 and depreciation on the same is being provided for at the rated specified under schedule XIV of the Companies Act, 1956 (as amended) for continuous process plant till 2013. During the financial year 2013-14, the Company has changes its method from Continuous Process Plant to "Triple Shift Plant".

FINANCIAL CONDITION AND RESULTS OF OPERATION

Management discussion and analysis of Financial Condition and Results of operation of the company for the year under review, as stipulated in clause 49 of the listing agreement with the Stock Exchange, is given as a separate statement in the Annual Report.

SHIFTING / MODERNISATION PROJECT

The Company has acquired new land bearing khasra no. 1378, 1379/2, 1380, 1381, 1382, 1383, 1384, 1385, 1392,1393,1394/2,1395/2 admeasuring 3.48 Hectare at Village Sepatpura, Patwar Halka Dhawli, Tehsil Shahpura, Dist. Jaipur for shifting its existing operations of Unit-I (Flat Rolled Products Division) and the land was industrial converted by the competent authority and foundation and civil work is going on at the site.

DIVIDENDS

To consolidate the long-term resources for enhanced working capital and to maintain the growth in productivity, profitability and turnover, the Directors of your Company are constrained not to recommend any dividend for the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Information pursuant to Section 217 (1)(e) of the Companies Act, 1956, with Companies (Disclosure of particulars in respect of Board of Directors) Rules, 1988 is given in Annexure-A to this report and forms part of this report.

PARTICULARS OF EMPLOYEES

As none of the employee of the Company falls within the purview of information required under section 217 (2A) of the Companies Act 1956 read with the companies (Particulars of Employees) Rules 1975 as amended, the same is not furnished.

FINANCE

The Company has enjoying the Financial Assistance for Unit-I (Flat Rolled Products Division) from Consortium in which Allahabad Bank is Lead Banker and Other Consortium Members are Bank of Maharashtra, State Bank of Bikaner & Jaipur and Indian Overseas Bank and the consortium bankers are taking care of the all financial requirements of the Company. For Unit-ll (TMT Rebar Division) the Company has repaid the Whole Outstanding Term Loan of RIICO for Rs. 18.98 Crores out of the Sale Proceeds received from the sale of the vacant land bearing Khasra No.115, 42/48, 43, 44, 45, 45/48 admeasuring 47,044.61 Sq. Mtr. situated at Kanakpura, P.O. Meenawala, Jaipur and the financial assistance for Unit-ll (TMT Rebar Division) is from Indian Overseas Bank.

LISTING COMPLIANCES

Your Directors are pleased to inform you that during the year under review all compliances related to listing with the recognized stock exchange within India have been duly complied.

DIRECTORS

During the year under review, Mr. Vipin Behari Lai Mathur retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. According to the provisions of the new Companies Act, 2013 independent directors shall hold office for a term up to five consecutive years and shall be eligible for re-appointment on passing of special resolution by the shareholders of the Company. The Independent Directors of the Company were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The said directors will continue to serve their existing term as per the resolution pursuant to which they were appointed. In view of this, Mr. Vipin Behari Lai Mathur, Independent Director will complete his present term at the ensuing Annual General Meeting, and being eligible and seeking re-appointment, be considered by the shareholders for his re-appointment for a term up to five consecutive years. The company has received notice from the Members for his re-appointment as director of the Company.

AUDITORS

M/s. Bansal R. Kumar & Associates, Chartered Accountants, Jaipur, Auditors of the Company is getting retired at the conclusion of the ensuing Annual General Meeting. M/s. Bansal R. Kumar & Associates being eligible have offered themselves for re-appointment and they are not disqualified for re-appointment.

AUDITORS REPORT

The observations made in the Auditors Report are self explanatory from the notes on accounts and therefore do not call for any special comments.

THE CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance and a certificate from the Auditors of the Company has been obtained regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, form part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act. 1956, your Directors State:

i. that in the preparation of the annual accounts for the year ended 31 st March 2014, the applicable accounting standards and Revised Schedule VI has been followed;

ii. that appropriate accounting policies have been selected and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the Profit or Loss of the Company for that year;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and defecting fraud and other irregularities;

iv. that the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors plae on record their appreciation and express their sincere thanks to the concerned Government Authorities, Financial Institutions, Banks and Shareholders for their help, co-operation and support to the company. Your directors sincerely appreciate the commitment and dedication of employees at all levels and look forward for their continued support in the future as well.

For and on behalf of the Board of Directors Sd/- (Sudhir Khaitan) Chairman & Managing Director

---

Mar 31, 2012

TO THE MEMBERS

The Directors have pleasure in presenting the 44th Annual Report of the Company together with the Audited Profit & Loss Account for the year ended on 31.03.2012 and the Balance Sheet as on that date. (as per Revised Schedule VI)

FINANCIAL RESULTS

(Rs. in lacs) Year ending Year ending 31.03.2012 31.03.2011

Turnover 14577 13778

Gross Profit before Finance Cost and Depreciation 1073 993

Finance Cost 389 372

Profit after Finance Cost 684 621

Depreciator 321 316

Net Profit before Tax 363 305

Tax 73 0

Net Profit for the year 290 305

OPERATIONAL REVIEW

During the year the Company has been improved in terms of sales. gross profit and net worth. Turnover for the year was Rs. 14577 lacs against Rs. 13778 lacs in the previous year hence an increase in turnover by 5.80% and Profit after tax for the year is Rs. 290 lacs as against Rs. 305 lacs for the previous year due to higher finance cost and provision for taxation Curing the year. However, the Profit before tax and Gross Profit of the company shows an impressive growth and has increased by Rs. 58 lacs and Rs. 80 lacs as against the previous year

FINANCIAL CONDITION AND RESULTS OF OPERATION

Management discussion and analysis of Financial Condition and Results of operation of the company for the year under review, as stipulated in clause 49 of the listing agreement with the Stock Exchange, is given as a separate statement in the Annual Report

DIVIDENDS

To consolidate the long-term resources for enhanced working capital for new TMT Bar Project and to maintain the growth in productivity, profitability and turnover, the Directors of your Company are constrained not to recommend any dividend for the year under review.

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

Information pursuant to Section 217(1)(e)of the Companies Act, 1956. with Companies (Disclosure of particulars in respect of Board of Directors) Rules, 1988 is given in Annexure-A to this repert and forms part of this report.

PARTICULARS OF EMPLOYEES

As none of the employee of the Company falls within the purview of information required under section 217 (2A) of the Companies Act. 1956 read with the companies (Particulars of Employees) Rules 1975 as amended, the same is not furnished.

FINANCE

To meet the funding requirement of the TMT Bar Project in the Village of Anantpura. Chimanpura, Chomu, your Company has got sanction of Rs. 34.30 Crores (Term Loan Rs. 15 50 Crors and Working Capital Loan Rs. 18.80 Crores) from Indian Overseas Bank and Term Loan of Rs. 17.15 Crores from Rajasthan State Industrial Development & Investment Corporation Ltd. (RIICO) for financing the project.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the public.

CONVERSION OF CONVERTIBLE WARRANTS ISSUED ON PKEFERENTAIL BASIS

The Board of Directors of the company has allotted 42,56,202 equity shares and 68.21.700 equity shares upon conversion of fully paid up convertible warrants issued upon preferential basis to the individuals and body corporate (other than promoters) in the meeting of Board of directors of the company held on 05.09.2011 and 26.09.2011 in this connection the company has filed Form 2 for Return of Allotment to the ROC and the Listing Application is pending to the Exchange.

LISTING COMPLIANCES

Your Directors are pleased to inform you that during the year under review all compliances related to listing with the recognized stock exchange within India have been duly compiled.

DIRECTORS

Shri P.L. Bawa and Shri Shiv S. Sharma retire by rotation from the Board pursuant to Section 255 of the Companies Act. 1956 read with Article "03 of Articles of Association of the Company and being eligible offers himself for re-appointment. The company has received notice from the Members for his re-appointment as director of the Company.

AUDITORS

M/s. S-3. Surana & Company. Chartered Accountants, Jaipur, Auditors of the Company is getting retired at the conclusion of the ensuing Annual General Meeting. M/s. S.S. Surara & Co. being eligible have offered themselves for re-appointment.

M/s M. Goya & Company. Cost Accountants, Jaipur have furnished a certificate of their eligibility for re- appointment Under Section 224 (1-B) of the Companies Act, 1956, Certificate for Independence and arm length relationship with the Company and are not disqualified for such appointment. The said cost accountants have been re-appointed by the Board of Directors of the Company on the recommendations of the Audit Committee, as the Cost Auditors of the Company for the financial year 2012-13. subject to the approval of the Central Government.

AUDITORS REPORT

The observations made in the Auditors Report are self explanatory from the notes on accounts and therefore do not call for any special comments.

THE CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance and a certificate from the Auditors of the Company has been obtained regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, form part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance) with the provisions of section 217(2AA) of the Companies Act. 1956. your Directors State:

(i) that in the preparation of the annual accounts, the applicable accounting standards and Revised Schedule VI has been followed:

(ii) that your Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit or Loss of the Company for that year;

(iii) that your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and defecting fraud and other irregularities;

(iv) that your Directors have prepared the annual accounts an a ongoing concern basis.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation and express their sincere thanks to the concerned Government Authorities. Financial Institutions, Banks and Shareholders for their help, co-operation and support to the company.

Your directors sincerely appreciate the commitment and dedication of employees at all levels and look forward for their continued support in the future as well. For and on behalf of the Board of Directors

Sd/- (Sudhir Khaitan) Chaiman & Managing Director

---

Mar 31, 2011

The Directors have pleasure in presenting the 43rd Annual Report of the Company together with the Audited Profit & Loss Account for the year-ended 31.03.2011 and the Balance Sheet as on that date.

FINANCIAL RESULTS

(Rs. in lacs)

Year ending Year ending 31.03.2011 31.03.2010

Turnover 13810 11333

Gross Profit before Finance Cost and Depreciation 1089 1084

Finance Cost 323 430

Profit after Finance Cost 766 654

Depreciation/Miscellaneous expenses Written off 461 440

Net Profit for the year 305 214

OPERATIONAL REVIEW

During the year the Company's performance has been improved in terms of sales, profit and net worth. Turnover for the year was Rs. 13810 lacs against Rs. 11333 lacs in the previous year hence an increase in turnover by 21.85% and Profit after tax for the year is Rs. 305 lacs as against Rs. 214 lacs for the previous year hence an increase of 42.52%.

FINANCIAL CONDITION AND RESULTS OF OPERATION

Management discussion and analysis of Financial Condition and Results of operation of the company for the year under review, as stipulated in clause 49 of the listing agreement with the Stock Exchange, is given as a separate statement in the Annual Report.

DIVIDENDS

To consolidate the long-term resources for enhanced working capital and to maintain the growth in productivity, profitability and turnover, the Directors of your Company are constrained not to recommend any dividend for the year under review.

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

information pursuant to Section 217(1 )(e) of the Companies Act, 1956, with Companies (Disclosure of particulars in respect of Board of Directors) Rules, 1988 is given in Annexure-A to this report and forms part of this report.

PARTICULARS OF EMPLOYEES

As none of the employee of the Company falls within the purview of information required under section 217 (2A) of the Companies Act 1956 read with the companies (Particulars of Employees) Rules 1975 as amended, the same is not furnished.

FINANCE

To meet the funding requirement of the TMT Bar Project in the Village of Anantpura, Chimanpura, Chomu, your Company approach to Indian Overseas Bank for financing the project. In this regard Indian Overseas Bank has sanction the limit of Rs. 34.30 crores. Other than above Company has also issued 12178302 Convertible Equity Share Warrant to the Non-Promoters Group at Rs. 11.50 each.

PREFERENTIAL ISSUE OF WARRANTS

The Board of Directors of the company has allotted 12178302 Warrants convertible in to Equity Share of Rs. 10/ - each and at a premium of Rs. 1.50 each aggregating of Rs. 14.00 crores to other than Promoters on a preferential basis and your Company has received in principle approval of allotment of convertible Equity Share Warrants from Bombay Stock Exchange Limited vide their letter no. DCS/PREF/SR/PRE/1756/09-10 Dated 19.03.2010.

LISTING COMPLIANCES

Your Directors are pleased to inform you that during the year under review all compliances related to listing with the recognized stock exchange within India have been duly complied.

DIRECTORS

Shri V.B.L.Mathur retire by rotation from the Board pursuant to Section 255 of the Companies Act, 1956 read with Article 103 of Articles of Association of the Company and being eligible offers himself for re-appointment. The company has received notice from the Members for his re-appointment as director of the Company.

AUDITORS

M/s. S.S. Surana & Company, Chartered Accountants, Jaipur, Auditors of the Company is getting retired at the conclusion of the ensuing Annual General Meeting. M/s. S.S. Surana & Co. being eligible have offered themselves for re-appointment.

AUDITORS REPORT

The observations made in the Auditors Report are self explanatory from the notes on accounts and therefore do not call for any special comments.

THE CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance and a certificate from the Auditors of the Company has been obtained regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, form part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act. 1956, your Directors State:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that your Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the Profit or Loss of the Company for that year;

(iii) that your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and defecting fraud and other irregularities;

(iv) that your Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation and express their sincere thanks to the concerned Government Authorities, Financial Institutions, Banks and Shareholders for their help, co-operation and support to the company.

Your directors sincerely appreciate the commitment and dedication of employees at all levels and look forward for their continued support in the future as well.

For and on behalf of the Board of Directors

Sd/-

(Sudhir Khaitan)

Chairman & Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting the 42nd Annual Report of the Company together with the Audited Profit & Loss Account for the year-ended 31.03.2010 and the Balance Sheet as on that date.

FINANCIAL RESULTS

(Rs. in lacs) Year ending Year ending

31.03.2010 31.03.2009

Turnover 11133 10590

Gross Profit before Finance

Cost and Depreciation 1084 843

Finance Cost 430 465

Profit after Finance Cost 654 378

Depreciation/Miscellaneous expenses

Written off 440 341

Net Profit for the year 214 37

OPERATIONAL REVIEW

During the year Turnover for the financial year under review, were Rs. 11133 Lacs as against Rs. 10590 Lacs for the previous financial year registering an increase of 5.13%. The profit before interest and depreciation of Rs.1084 Lacs and Profit after tax of Rs. 214 Lacs for the financial year under review as against Rs.843 Lacs and Rs.37 Lacs, respectively for the previous financial year, improved by 28.59% and 478.38% respectively.

FINANCIAL CONDITION AND RESULTS OF OPERATION

Management discussion and analysis of Financial Condition and Results of operation of the company for the year under review, as stipulated in clause 49 of the listing agreement with the Stock Exchange, is given as a separate statement in the Annual Report.

DIVIDENDS

To consolidate the long-term resources for enhanced working capital and to maintain the growth in productivity, profitability and turnover, the Directors of your Company are constrained not to recommend any dividend for the year under review.

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

Information pursuant to Section 217(1 )(e) of the Companies Act, 1956, with Companies (Disclosure of particulars in respect of Board of Directors) Rules, 1988 is given in Annexure-A to this report and forms part of this report.

PARTICULARS OF EMPLOYEES

As none of the employee of the Company falls within the purview of information required under section 217 (2A) of the Companies Act 1956 read with the companies (Particulars of Employees) Rules 1975 as amended, the same is not furnished.

FINANCE

To meet the funding requirement, the Company has issued 12178302 Convertible Equity Share Warrants to the Promoters and Non-Promoters at Rs. 11.50 each (Face value Rs. 10/- and premium Rs. 1.50 per Warrant).

PREFERENTIAL ISSUE OF WARRANTS

The Board of Directors of the company has allotted 12178302 Warrants convertible in to Equity Share of Rs. 10/- each at a premium of Rs. 1.50 each aggregating of Rs. 14.00 crores to other than Promoters on a preferential basis and your Company has received in principle approval of allotment of convertible Equity Share Warrants from Bombay Stock Exchange Limited vide their letter no. DCS/PREF/SR/PRE/1756/09-10 Dated 19.03.2010.

LISTING COMPLIANCES

Your Directors are pleased to inform you that during the year under review all compliances related to listing with the recognized stock exchange within India have been duly complied.

DIRECTORS

Shri Shiv Shankar Sharma retires by rotation from the Board pursuant to Section 255 of the Companies Act, 1956 read with Article 103 of Articles of Association of the Company and being eligible offers himself for re-appointment. The company has received notice from the Members for his re-appointment as director of the Company.

AUDITORS

M/s. S.S. Surana & Company, Chartered Accountants, Jaipur, Auditors of the Company is getting retired at the conclusion of the ensuing Annual General Meeting. M/s. S.S. Surana & Co. being eligible have offered themselves for re-appointment.

AUDITORS REPORT

The observations made in the Auditors Report are self explanatory from the notes on accounts and therefore do not call for any special comments.

THE CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance and a certificate from the Auditors of the Company has been obtained regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, form part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act 1956, your Directors State:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that your Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the Profit or Loss of the Company for that year;

(iii) that your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) that your Directors have prepared the annual accounts on a ongoing concern basis.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation and express their sincere thanks to the concerned Government Authorities, Financial institutions, Banks and Shareholders for their help, co-operation and support to the company.

Your directors sincerely appreciate the commitment and dedication of employees at all levels and look forward for their continued support in the future as well.

For and on behalf of the Board of Directors

Sd/-

(Sudhir Khaitan) Chairman & Managing Director