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Directors Report of Deepti Alloy Steel Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 23rd Annual Report with the Audited Accounts of the Company for the year ended March 31,2015.

Financial Highlights

(Rs. In 000)

Particulars 2014-15 2013-14

Revenue from Operation 1,773.23 3,575.59

Other Income 216.14 357.14

Total Revenue 1,989.37 3,932.73

Less: Total Expenses 1,336.54 2,854.66

Operating Profits before Exception item, 6,52.83 1,078.07 Depreciation, Interest and Tax

Less: Depreciation 394.37 394.37

Interest 52.35 158.25

Profit Before Tax 206.11 525.45

Less: Current Tax 63.69 162.36

Profit after Tax 142.42 363.08

REVIEW OF BUSINESS OPERATION

During the year under review, your company has earned income of Rs. 19,89,373/- from sale of Scarp and various other business activities in financial year 2014-15 compared to the income of Rs. 39,32,731/- of previous year which shows downtrend about 49.43% over the previous year. The Profit before tax of the Company for the financial year 2014-15 stood at Rs. 2,06,107/- as against profit before tax of Rs. 5,25,445/- of previous year making Net Profit after Tax for the financial year 2014-15 of Rs. 1,42,420/- as against Net Profit after tax of Rs. 3,63,082/- of Previous year.

DIVIDEND

To conserve resources for future prospect and growth of the Company, your Directors regret to declare Dividend for the Financial Year 2014-15 (Previous year - Nil).

NET PROFIT TRANSFER TO RESERVE

The Company has not transferred any amount to any reserve for the financial year 2014-15 (Previous year - NIL).

INFORMATION ON BOARD OF DIRECTOR, COMMITTEE AND ITS MEETINGS:

Composition

The Board consists of four (4) members as on March 31, 2015, two (2) of whom are Promoters Directors (one is Managing Director and one is Non-Executive Director) and remaining two (2) are Non-Executive Independent Directors. Further, Mrs. Manju R Agrawal, a promoter Non- Executive Director of the Company, is designated as Woman Director for the Company in terms of second proviso to the Section 149 (1) of the Companies Act, 2013 and Clause 49 of the Listing Agreement by the Company entered with the Stock Exchanges.

The Composition of Board fulfils the requirements of Companies Act, 2013 and Clause 49 of Listing Agreement entered by the Company with Stock exchanges.

Board Meetings

Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 11 times, viz April 30, 2014, May 30, 2014, August 03, 2014, August 08, 2014, August 30, 2014, September 03,2014, October 30, 2014, January 13, 2015, January 27, 2015, February 17, 2015, and March 28, 2015.

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

The Independent Directors of the Company has met one time on March 28, 2015, inter alia, to evaluate the performance of Non-Independent Directors, Board as a whole and performance of Chairman of the Company.

Further, your Company has formed following Committees of the Board in accordance with Companies Act, 2013 and the Listing Agreement:

* Audit Committee

* Stakeholders' Grievances and Relationship Committee

* Nomination and Remuneration Committee

The details of number of meetings of Committees, its composition, powers, terms of reference is provided under the corporate governance report section in this Annual Report.

Appointment, Re-appointment and Resignation of Directors

During the year, in terms of Section 149 & 152 and Clause 49 of the Listing Agreement, the Board of Directors in their Meeting held on April 30, 2014 has appointed Mr. Rakesh Ajmera and Mr. Manish Bhadviya as Additional (Independent) Directors. The Members of the Company, in their last Annual General Meeting, have regularised and appointed them as Independent Directors of the Company for a period up to March 31,2019.

Further, Mr. Rameshchandra Agrawal was appointed as Managing Director of the Company to hold office for a period up to August 29, 2014. The Members of the Company has approved his appointment in their last Annual General Meeting. Further, the Board of Directors of the Company, in their Meeting held on September 04, 2015, has re-appointed him for further period of 5 years w.e.f. August 30, 2015. A resolution to that effect has been proposed for the approval of Members in the ensuing Annual General Meeting.

Mr. Manish R Agrawal, Director of the Company has resigned from the Board of the Company w.e.f. August 30, 2014, due to his personal reason. The Board places on record their appreciations for his efforts in the success of the Company.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, to the effect that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The codes for Independent Directors are incorporated on the website of the Company at www.deeptialloysteel.com.

Details of Key Managerial Personnel

Mr. Rameshchandra Agrawal, Managing Director is the Key Managerial Personnel ("KMP") as per the provisions of the Companies Act, 2013. He has been appointed as such by the Board of Directors w.e.f. August 30, 2014.

Further, Mr. Niraj Jain was appointed as Company Secretary of the Company w.e.f. March 28, 2015 and Mr. Darshil A Hiranandani was appointed as Chief Financial Officer of the Company w.e.f. March 28, 2015.

After the closure of financial year 2014-15, Mr. Niraj Jain, Company Secretary of the Company has resigned from the office and in his place; the Company has appointed Ms. Riddhi N Shah as the Company Secretary of the Company.

Nomination and Remuneration Policy

In terms of the provisions of the Companies Act, 2013 the Company has devised a policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management.

A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:

The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP and Senior Management personnel and recommend to the Board for his / her appointment.

B. Policy on remuneration of Director, KMP and Senior Management Personnel

The Company follows mixed of fixed pay, benefits and performance based variable pay. The Company pays remuneration by way of salary. The remuneration paid by the Company is within the salary scale approved by the Board and Shareholders.

Board Evaluation

The evaluation of all non-independent directors and the Board as a whole was conducted by the Independent Directors at their meeting held on March 28, 2015, based on the criteria and framework adopted by the Board.

On the other hand, Nomination and Remuneration Committee has carried out performance evaluation of all the Directors. The Board has approved the evaluation results as suggested by the Nomination and Remuneration Committee.

The Board of Directors expressed their satisfaction with the evaluation process.

PUBLIC DEPOSIT

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement. However, the Company has not granted any Loan, provided Guarantee or Securities or made Investment.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arm's length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 the extract of the Annual Return as at March 31, 2015 in Form MGT-9, forms part of this Annual Report as Annexure- "A".

PARTICULAR OF EMPLOYEES

The Company has not paid any remuneration to any Director of the Company, although approval of payment of remuneration to Mr. Rameshchandra Agrawal, Managing Director of the Company is obtained from the Members. Hence, details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

The details as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is not applicable as there is no such employee in the Company employed throughout the financial year with salary above Rs. 60 Lakh p.a. or employed part of the financial year with average salary above Rs. 5 Lakh per month.

Further, there is no employee employed throughout Financial year or part thereof, was in receipt of remuneration of in aggregate is in excess of that drawn by the Managing Director or Whole time Director or Manager and holds by himself or along with his spouse and dependent children, not less than Two percent (2%) of the Equity Shares of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc.

Further, there was no foreign exchange earnings and outgo during the financial year 2014-15 (Previous Year - Nil).

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year of the Company i.e. March 31, 2015 and the date of Director's Report i.e. September 04, 2015.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. Pursuant to Clause 49 of listing agreement to the Stock Exchanges, Corporate Governance Report and Practicing Company Secretary' on its compliance is annexed and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, for the year under review, as stipulated under clause 49 of the Listing Agreement, is presented in a separate section forming part of this Annual Report.

AUDITORS

Statutory Auditor & their report

M/s. Ladha & Co., Chartered Accountant, Ahmedabad (FRN 136083W), was appointed as the Statutory Auditors of the Company, to hold the office from the conclusion of the 22nd Annual General Meeting till the conclusion of the 23rd Annual General Meeting.

Further, The Company has received the consent from M/s. Ladha & Co., Chartered Accountant, Ahmedabad confirming that they are not disqualified to be appointed as the Auditors of the Company. The Board of Directors of the Company, based on recommendation of Audit Committee, has recommended their appointment to hold office from the conclusion of ensuing Annual General Meeting till the conclusion of 28th Annual General Meeting of the Company (Subject to ratification of appointment at every subsequent AGM).

The Auditors' Report on the accounts of the Company for the accounting year ended March 31, 2015 is self-explanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies Act, 2013.

Secretarial Auditor & their report

Pursuant to the provisions of section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Anand S. Lavingia, Practicing Company Secretary to carry out the Secretarial Audit for the financial year ended on March 31, 2015. Secretarial Audit Report is attached to this report as Annexure-"B".

The Secretarial Auditors' Report for the financial year ended on March 31, 2015 is self- explanatory and do not call for further explanations or comments that may be treated as adequate compliances of various act, rules, regulations, guidelines etc. as applicable to the Company except that the report contain some observation by the Auditor that Company has not filled certain resolutions with the registrar. Your Directors state that in terms of MCA Notification No. G.S.R. 206(E) dated March 18, 2015, the Company is not required to file that resolutions with the registrar.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of section 134(3) (c) of the Act, your Directors state that:

I. in the preparation of the annual financial statements for the year ended on March 31, 2015, applicable accounting standards read with requirements set out under schedule III of the Act, have been followed along with proper explanation relating to material departures, if any,

II. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit of the company for the year ended on that date,

III. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities,

IV. the annual financial statements are prepared on a going concern basis,

V. proper internal financial controls are in place and that the financial controls are adequate and are operating effectively and

VI. the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134(3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 to the extent the transactions took place on those items during the year.

Your Directors further 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:

1. Details relating to deposits covered under Chapter V of the Act.

2. Details of Annual Report on Corporate Social Responsibility as Company is not falling within the criteria as prescribed u/s 135 of the Companies Act, 2013

3. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

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

5. Details of Subsidiary, Associates and Joint Venture Company.

6. Details of Contracts and arrangement with the related parties.

7. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavours.

Registered Office By Order of the Board For, Deepti Alloy Steel Limited Plot No. 317, Village-Kharval, Taluko-Dharampur, Dist.Valsad Rameshchandra Agrawal Managing Director Place: Valsad DIN: 02325030 Date: September 04, 2015


Mar 31, 2014

Dear Members,

Your Directors take pleasure in presenting their Annual Report together with Audited Accounts for the financial year ended 31st March 2014.

1. Financial Results & Working:

Your Company has made loss during the year. The financial result of the Company is as follows:

Particulars" 2013-14 2012-13

Total Revenue 39.32 -

Operating Profits (PBDIT) 10.77 -

Less: Depreciation 3.94 -

Interest 1.58 -

Profit Before Tax & Exceptional Items 5.25 (1.66)

Less: Exceptional Items 0.00 85.90

Current Tax 1.62 -

Profit after Tax 3.63 84.24

2. Dividend:

Your Directors do not recommend any dividend for the year.

3. Deposits:

During the year the company has not accepted any deposit from public.

4. Directors:

During the year under review Mr. Manish Bhadviya (DIN: 06534370) appointed as a director and Mr. Rakesh Kumar Ajmera (DIN: 06534398) appointed as a director. And Mr. Manish Agrawal (DIN: 02325007) resigned from the directorship.

Mrs. Manju Agrawal Director of the Company is retiring by rotation at this Annual General Meeting and offering herself for Re-appointment

5. Auditors:

M/s. Ladha & Associates, Chartered Accountants, Ahmedabad [FRN: 136083W], Statutory Auditors of the Company, holds office from the conclusion of this Annual General Meeting till the 3rd Annual General Meeting, respectively subject to ratification of the appointment by the members at every AGM held after this AGM.

6. Corporate Governance Report

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance and a certificate from the Statutory Auditors of the Company confirming compliance of the same has been included in the Annual Report as a separate section.

7. Director's Responsibility Statement:

Pursuant to the requirements under Section 217(2A) of the companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31stMarch, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

3. That the Director's have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

4. That the Directors have prepared the accounts for the financial year ended 31st march 2014 on a 'going concern' basis.

8. Particulars of Employee:

None of the employees was in the receipt of remuneration more than Rs.2, 00,000/- per month or Rs.24, 000,000/-per annum

9. conversion of energy, technology absorption and research & development:

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not carried out in the manufacturing activities.

10. Foreign exchange earning & outgo:

There was on foreign exchange earnings or outgo during the year under reference.

11. Acknowledgement:

Your Directors wish to place on record their sincere appreciation for the wholehearted co-operation and support extended by its Shareholders, Bankers and employees.

For and on behalf of the Board of Directors

Sd/- Rameshchandra T. Agrawal Place: Valsad Managing Director Date: 08-08-2014 DIN:02325030

 
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