Directors Report of Chase Bright Steel Ltd.

Mar 31, 2014

The Members,

The directors have pleasure in presenting the 54th Annual Report on the business and operations of your company together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

Your Company''s performance for the financial year ending 31st March 2014 is stated below:

Particular For the year For the year ended on ended on March 31, 2014 March 31, 2013

Profit / (Loss) before tax (59,84,313) 70,87,667

Less: Provision for tax — 22,75,000

Less: Deferred Tax Assets / (Liabilities) 16,78,293 (54,947)

Net profit/ (Loss) for the year after tax (43,06,020) 47,57,720

Less: Losses brought down from earlier year (10,21,357) (57,79,077)

Balance Losses carried to Balance Sheet (53,27,377) (10,21,357)

2. WORKING

The company''s working suffered a setback because of the introduction of the Local Body Tax on Incoming material in Navi Mumbai from April 2013.

The high dependency on the Automobile sector also added to the depressed working because of severe recession in the auto sector and delayed payments.

The company is now shifting its focus on tapping new sectors and also adding new machinery for making value added products.

The current year also does not look very encouraging however the management is making earnest efforts by tapping new markets and new products.

3. DIRECTORS

Mr. Hemant Murarka who was an appointed as an Independent additional director of the company effective from May 30, 2014 and holds office upto the forthcoming AGM. He is proposed to be reappointed as an independent director upto May 29, 2019.

As per the provisions of section 149 and other applicable provisions if any of the Companies Act 2013, Mr. N. G. Khaitan, Mr. PL. Dabral and Mr. K. S. shikari are proposed to be appointed as an independent director of the company for a period of 5 consecutive years commencing from 30th September, 2014. In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made thereunder for appointment as independent directors and are independent of the management.

Mrs. Manju Devi Jajodia is due for retirement by rotation and is eligible for re-appointment.

Mr. Avinash Jajodia was reappointed as Chairman and Managing Director Your approval for their appointments as Directors have been sought in the Notice convening the Annual General Meeting of the Company

4. PARTICULARS OF EMPLOYEE

During the year under review the Company had no employees whose particulars are required to be mentioned pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the rules there under.

5. AUDIT OBSERVATION

As regards observation of the Auditors, attention is drawn towards the Notes on accounts to the Annual Accounts which is self-explanatory.

6. AUDITORS

M/s. A. J. Mehta & Associates, Chartered Accountants, the present auditors retire at the conclusion of the ensuing Annual General Meeting and have express their unwillingness to be re-appointed for a further term. A notice has been received from a shareholder pursuant to section 140, read with section 115 of the Companies Act, 2013, proposing a resolution for appointment of M/s. Mahendra Kumbhat & Associates, Chartered Accountants as auditors of the company. The subject resolution is appearing as item No. 3 of the notice convening the Annual General Meeting which forms part of this Annual Report. M/s. Mahendra Kumbhat & Associates, Chartered Accountants have also given their consent to act as auditors, if appointed and confirmed that the appointment , if made, would be in compliance of section 141 of the Companies Act, 2013, read with the Companies (Audit & Auditors) Rules, 2014.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 after due enquiry and on the basis of the information from the operating management and relying upon the report of the Auditors, regarding compliance with Accounting Standards, the Directors confirm that;

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with appropriate explanation relating to material departures.

b. the accounting policies have been consistently applied and are 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 at the end of the financial year and of the profit of the company for that year.

c. 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 the Company and for preventing and detecting fraud and other irregularities.

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

8. PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE AND OUTGOINGS

As required under 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 the relevant information is given below;

CONSERVATION OF ENERGY

The Company''s operations involve low energy consumption. Wherever possible, energy conservation measures are being implemented.

RESEARCH AND DEVELOPMENT

The Company has no specific Research and Development Programme.

FOREIGN EXCHANGE EARINGS/OUTGOINGS.

Foreign Exchange earning through Export aggregate to Rs. 288.88 lakhs (Previous Year Rs. 576.83 lakhs). Particulars of foreign Exchange earned and utilized during the year is given in notes of the account.

9. LISTING AGREEMENT COMPLIANCE

The Company''s securities is listed at The Stock Exchange, Mumbai. The outstanding listing fee payable to the stock exchanges as on March 31,2014 Rs. Nil.

10. COMPLIANCE CERTIFICATE

In accordance with requirement of Section 383A of the Companies Act, 1956, Certificate from a Practising Company Secretary, is enclosed certifying that all secretarial compliance in respect of the Company for the year ended March 31,2014 have been complied with the Marked as Annexure - A''

11. ACKNOWLEDGEMENT

Your Directors would like to place on record the sincere thanks for the valuable assistance and co-operation received from various agencies of the Government as well as from the Company''s Bankers, Shareholders and other business associates. Your directors also wish to place on record their appreciation for the committed services of all the employees of the company.

For & On behalf of the Board

Avinash Jajodia

Chairman & Managing Director

Place : Mumbai Date : 9th August, 2014

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Mar 31, 2011

The Members,

The Directors have pleasure in presenting the 51 st Annual Report on the business and operations of your company together with the Audited Statement of Accounts of the Company for the year ended 31 st March, 2011.

1. FINANCIAL RESULTS

Your Company's performance for the financial year ending 31 st March 2011 is stated below:

particular For the year For the year ended on ended on March 31,2011 March 31,2010 Rs. Rs.

Profit before tax 72,78,628 46,13,307

Less: Provision for tax and FBT 34,00,000 16,25,000

Less: Deferred Tax (4,76,524) 4,52,626

Add: Excess Provision for I.T. - 4,09,040 written back

Less: Prior Period Adjustment (3,84,171) (2,94,498) - Debit (net)

Net profit for the year after tax 39,70,981 26,50,224

Less: Losses brought down from earlier (1,67,28,673) (1,93,78,876) year

Balance Losses carried to Balance Sheet (1,27,57,692) (1,67,28,673)

2. WORKING

The company's working results have been as expected encouraging. Turnover and profits have been higher. Howeverthe margins on company's product continue to be under pressure. Efforts in the export markets have resulted in increased volume of exports and the company established their product name in new markets.

The current year is expected to maintain the growth rate as per previous year.

3. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Shri. P. L. Dabral retires by rotation, and offers himself for re-appointment.

None of the directors are disqualified from being appointed or from holding office as Directors, as stipulated under section 274 of the Companies Act, 1956.

During the year Shri. 0 V Kuruvilla resigned from the Board of Directors w.e.f. 30th April 2011. Shri. K. S. Shikari has been appointed as additional director of the company w.e.f. 6th August, 2011.

4. PARTICULARS OF EMPLOYEES

During the year under review the Company had no employee whose particulars are required to be mentioned pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the rules there under.

5. AUDIT OBSERVATION

As regards observation of the Auditors, attention is drawn towards the Schedule 19 & 20 Notes on accounts to the Annual Accounts which is self-explanatory.

6. AUDITORS

M/s. A. J. Mehta & Associates, Chartered Accountants, present auditors of the Company retire at the forth coming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the retiring Auditors to the effect that their appointment, if carried out, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. Members are requested to appoint them as Auditors.

7. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 after due enquiry and on the basis of the information from the operating management and relying upon the report of the Auditors, regarding compliance with Accounting Standards, the Directors confirm that;

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with appropriate explanation relating to material departures.

b. the accounting policies have been consistently applied and are 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 at the end of the financial year and of the profit of the company for that year.

c. 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 the Company and for preventing and detecting fraud and other irregularities.

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

8. PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE AND OUTGOINGS

As required under 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 the relevant information is given below;

CONSERVATION OF ENERGY

The Company's operations involve low energy consumption. Wherever possible, energy conservation measures are being implemented.

RESEARCH AND DEVELOPMENT

The Company has no specific Research and Development Programme.

FOREIGN EXCHANGE EARINGS/OUTGOINGS.

Foreign Exchange earning through Export aggregate to 878.41 lacs (Previous Year 200.92 lacs). Particulars of foreign Exchange earned and utilized during the year is given in Schedule "20" of the account.

9. LISTING AGREEMENT COMPLIANCE

The Company's securities is listed at The Stock Exchange, Mumbai. The outstanding listing fee payable to the stock exchanges as on March 31, 2011 Rs. Nil.

10. COMPLIANCE CERTIFICATE

In accordance with requirement of Section 383A of the Companies Act, 1956, Certificate from a Practising Company Secretary, is enclosed certifying that all secretarial compliance in respect of the Company for the year ended March 31, 2011 have been complied with the Marked as Annexure - 'A'

11. ACKNOWLEDGEMENT

Your Directors would like to place on record the sincere thanks for the valuable assistance and co-operation received from various agencies of the Government as well as from the Company's Bankers, Shareholders and other business associates. Your directors also wish to place on record their appreciation for the committed services of all the employees of the company.

For & On behalf of the Board

Alok Jajodia Chairman

Place. Mumbai Date : 6th August, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 50th Annual Report on the business and operations Of your company together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

Your Companys performance for the financial year ending 31 st March 2010 is stated below:

Particular For the year For the year

ended on ended on

March 31,2010 March 31,2009

Profit before tax 46,13,307 46,02,124

Less: Provision fortax and FBT 16,25,000 23,10,000

Less: Deferred Tax 4,52,626 (19,50,622)

Add: Excess Provision for I.T. written back 4,09,040 15,00,000

Less: Prior Period Adjustment- Debit (net) (2,94,498) (1,50,843)

Net profit for the year after tax 26,50,223 55,91,903

Less: Losses brought down from earlier year (1,93,78,896) (2,49,70,799)

Balance Losses carried to Balance Sheet (1,67,28,673) (1,93,78,896)



2. WORKING

The companys working result is not as per expectations. This is mainly due to severe pressure on the margins of companys products. Raw material prices continued to rise without any corresponding increase in the selling price of the finished products.

The company has been able to enter into new markets for exports but the prices are not remunerative. Even then efforts to establish companys brand image continues and shall be beneficial in the long run.

The current years working is expected to be encouraging.

3. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Shri N. G. Khaitan and Smt Manju Devi Jajodia retire by rotation, and offer themselves for re-appointment.

None of the Directors are disqualified from being appointed or from holding office as Directors, as stipulated under section 274 of the Companies Act, 1956.

4. PARTICULARS OF EMPLOYEES

During the year under review the Company had no employee whose particulars are required to be mentioned pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the rules there under.

5. AUDIT OBSERVATION

As regards observation of the Auditors, attention is drawn towards the Schedule 19 & 20 Notes on accounts to the Annual Accounts which is self-explanatory.

6. AUDITORS

M/s. A. J. Mehta & Associates, Chartered Accountants, present auditors of the Company retire at the forth coming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the retiring Auditors to the effect that their appointment, if carried out, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. Members are requested to appoint them as Auditors.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 after due enquiry and on the basis of the information from the operating management and relying upon the report of the Auditors, regarding compliance with Accounting Standards, the Directors confirm that;

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with appropriate explanations relating to material departures.

b. the accounting policies have been consistently applied and are 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 at the end of the financial year and of the profit of the company for that year.

c. 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 the Company and for preventing and detecting fraud and other irregularities.

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

8. PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE AND OUTGOINGS

As required under 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 the relevant information is given below;

CONSERVATION OF ENERGY

The Companys operations involve low energy consumption. Wherever possible, energy conservation measures are being implemented.

RESEARCH AND DEVELOPMENT

The Company has no specific Research and Development Programme.

FOREIGN EXCHANGE EARINGS/OUTGOINGS.

Foreign Exchange earning through Export aggregate to 200.92 lacs (Previous Year 380.90 lacs). Particulars of foreign Exchange earned and utilized during the year is given in Schedule "20" of the account.

9. LISTING AGREEMENT COMPLIANCE

The Companys securities is listed at The Bombay Stock Exchange Ltd., Mumbai. The outstanding listing fee payable to the stock exchanges as on March 31,2010 was 7 Nil.

10. COMPLIANCE CERTIFICATE

In accordance with requirement of Section 383A of the Companies Act, 1956, Certificate from a Practising Company Secretary, is enclosed certifying that all secretarial compliance in respect of the Company for the year ended March 31, 2010 have been complied with and Marked as Annexure - A

11. ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere thanks for the valuable assistance and co-operation received from various agencies of the Government as well as from the Companys Bankers, Shareholders and other business associates. Your directors also wish to place on record their appreciation for the committed services of all the employees of the company.

For & On behalf of the Board

Alok Jajodia

Chairman

Place: Mumbai Date: 31 st July, 2010