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Directors Report of Eastcoast Steel Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors of your Company are pleased to present the 32nd Annual Report and the Audited Accounts for the financial year ended on March 31, 2015.

1. FINANCIAL PERFORMANCE: (Rs, In Lacs)

Sr. No. Particulars 2014-15 2013-14

1 Sale - -

2 Other Income 44.04 20.54

3 Total 44.04 20.54

4 Profit/Loss Before Depreciation & Tax (PBDT) (11.98) (31.63) 5 Less: Depreciation (4.07) (3.35)

6 Profit/Loss Before Taxation (PBT) (16.05) (34.98)

7 Less: Taxation (all Taxes) - -

8 Profit/Loss After Taxation (PAT) (16.05) (34.98)

9 Add: Balance brought forward from last year (1289.50) (1254.53)

10 Balance to be carried forward (1305.55) (1289.51)

No amount has been proposed to be carried in to any reserves.

2. SALIENT FEATURES OF COMPANY'S WORKING DURING THE YEAR:

During the year under review, the Company did not undertake any activity / operation, which continues to remains at a standstill since 1995.

3. EQUITY INFUSION OF FUNDS:

Your Company has not issued any equity shares during the year under review nor borrowed money by way of public deposits.

4. DIVIDEND:

Considering the year's financial performance and carried forward losses of previous years, the Board had decided not to recommend any dividend.

5. SEGMENT REPORTING:

The Company had only one segment while in operation. However, after closure in 1995 no activity has been carried out.

6. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO:

i) The Company has neither earned any foreign exchange as there have been no exports, nor used any foreign exchange both of which are 'NIL' during the year under review. ii) No information with regard to conservation of energy is required to be furnished as the plant has remained closed since 1995. iii) There is no employee in receipt of remuneration is excess of the prescribed limits.

7. RISK MANAGEMENT:

Despite the activities and operations being at a standstill the Company has evolved strategy to identify unsatisfactory risks on account of credit, liquidity, reputation etc. and the board has assumed overall responsibility for its implementation.

8. ENVIRONMENT AND SAFETY:

Since the Company has neither any employees nor engaged in any activity, environment & safety measures are not required to be followed for the time being.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

In terms of section 149 of the Act, following are Independent Director of the Company:

1. Shri Anand Sethuprakasem

2. Shri Hitesh V. Raja

3. Smt. Sharmila S. Chitale

In terms of Section 203 of the Act, the following were designated as Key Managerial Personnel of your Company by the Board :

1. Shri Prithviraj S. Parikh Whole time Director

2. Shri P.K.R.K. Menon Company Secretary

3. Shri R. Radhakrishnan* Chief Financial Officer (w.e.f. 12th February 2015)

The Company has received declaration from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and Clause 49 of the Listing Agreement with the Stock Exchange.

In accordance with the requirements of the Act and the Articles of Association of the Company, Shri Nalin S. Parikh retires by rotation and is eligible for re-appointment.

During the year five Meetings of Audit Committee as well as Board were convened and held, with the requisite quorum.

Particulars with regard to Remuneration of Director and KMP are set out in Annexure "A" (V).

*Expired on 06.07.2015.

10. AUDIT COMMITTEE:

The Audit Committee comprises of three Non- Exective Directors, viz; Shri Hitesh V. Raja, Shri Nalin S. Parikh and Shri Anand Sethuprakasem.

The Chairman of the Committee is Shri Hitesh V. Raja

11. CORPORATE GOVERNANCE:

In view of the exemption granted to the Company vide Circular No. CIR/CFD/ POLICY CELL/7/2014 dtd. 15.05.2014 by SEBI, the provision with regard to Corporate Governance / Board Evaluation are not applicable as the paid up equity capital is not exceeding Rs,10 crore and/or net worth not exceeding Rs,25 crore as on the last day of the previous financial year.

12. REMUNERATION AND EVLUATION POLICY :

12.1 The Company has not paid any remuneration to the Directors nor intend doing so in the near future except sitting fee to Independent Directors, as the activities / operation are at standstill and no income is earned. While the individual directors' performance was reviewed by the Chairman and rest of the Board excluding the Director being evaluated, the Chairmans' and Non – Independent Directors performance was appraised through feedback from Independent Directors.

12.2 In compliance of Companies Act, 2013 a Nomination & Remuneration committee has however been constituted headed by Shri Anand Sethuprakasen, Independent Director (Non-executive). The other member are Shri Hitesh V. Raja Independent Director (Non-executive) Shri Nalin S. Parikh, Non -Independent Director (Non-executive ).

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any loans or provide Guarantees or made Investments covered under the provisions of Section 186 of the Companies Act, 2013, except interoperate deposit (ICD) of Rs,1,25,00,000 advanced Richline Leasing & Finance Private Limited earring interest @15% per annum.

14. RELATED PARTY TRANSACTIONS:

No Related party transactions has been carried out which are to be required to be disclosed other than what is stated in note no. 25 of the financial statements.

15. PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES:

The Company has no employees drawing salaries in excess of the limits prescribed and there for no information is required to be furnished pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Directors were also not paid remuneration or sitting fees during period under review, except Shri P.K.R.K Menon who had resigned from the Board during the year but continues as Company secretary, and paid for services so rendered, as set out in Annexure A (V) (C).

16. VIGIL MECHANISM / WHISTLEBLOWER POLICY:

16.1 In conformity with the provisions of clause 49 of the Listing Agreement executed with the stock exchange policy has been laid down to provide a mechanism for any concerned person of the company to approach Chairman of the Audit Committee for the purpose of dealing with instance of fraud and mismanagement, if any and also ensure that whistleblowers are protected from retribution, whether within or outside the organization.

16.2 Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal ) Act, 2013 and rules made there under, the Company has, during the year, rolled out a policy for prevention of Sexual Harassment in the organization.

17. OTHER MATERIAL ORDERS :

17.1 C.P. No. 56 of 2013 filed by Shri Suresh Kumar Jalan and others alleging acts of oppression and mismanagement against Company, has been dismissed by Hon'ble C.L.B. Chennai Bench on 11-05-2015 and accordingly, all the applications pending as on date stand disposed of without granting any relief to the Petitioners.

17.2 The C.A. No. 8079 of 2003 filed by P.E. Dept. pending before Hon'ble Supreme Court, New Delhi is being sought to be transferred to Lok Adalat, with regard to the disputed claim of Rs, 17.78 crore (including accrued interest of Rs, 12.01 crore) and the legal Advisors are of option that it could be contested/defended successfully.

17.3 In view of Madras Stock Exchange Limited having been exited as a stock exchange vide Notification No. WTM/RKA/MRD/47/2005 dated 14-05-2015 issued by Securities & Exchange Board of India, the Companies scrip shall no longer be listed therein with immediate effect.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, reveal that until the pending legal matters are resolved the Company shall not be able to undertake any activity.

19. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92 (3) of the Companies Act, 2013, an extract of annual return is annexed hereto as Annexure- A and forms part of this report.

20. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Ashish Bhatt & Associates, Company Secretary, (CP: 2956), have been appointed as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2014-15, the Secretarial Audit Report is annexed herewith as Annexure- B and forms part of this report". In response to the remarks of secretarial Auditors, the following are stated :

a) The DIR -12 pertaining to the appointment of Independent Director has since been filed along with payment of additional fees on dated 07.07.2015.

b) The Company had to adjourn the 31st AGM for want of Quorum on 27.09.2014 and the adjourned meeting was held on 11.11.2014 when business was transacted as per notice dated 05.08.2014 and annual return ( 2013-14) has accordingly been filed with disclosure to this effect.

21. STATUTORY AUDITORS:

M/s. Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, having Firm Registration Number 101720W, were appointed as Auditors at the last AGM for three consecutive years. As required under Clause 49 of the Listing Agreement, the auditors have also Confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. As required under the Companies Act, 2013, your Directors recommend to ratify their appointment as Statutory Auditors of the Company for F.Y. 2015-16.

22. COST AUDIT:

The Company is not required to maintain cost record as prescribed by the Central Government under the provision of Section 148 of the Companies Act, 2013 in view of the closure of the plant in 1995 and cessation of manufacturing activities. No activities or services have been undertaken by the Company since then.

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place internal control systems and procedures commensurate with the size and nature of its operations. Internal control processes which consist of adopting appropriate management systems and implementing them are followed. These are aimed at giving the Audit Committee a reasonable assurance on the reliability of financial reporting and statutory & regulatory compliances, effectiveness and efficiency of your Company's operations and are reviewed subjected to internal audit in compliance of section 138 of the Act, periodically and revised to keep in tune with the changing business environment.

24. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 of the Companies Act, 2013:

a. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. That such accounting policies have been selected and applied them consistently and made judgments 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 of the Company for that period;

c. That 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;

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

e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

25. ACKNOWLEDGEMENT:

Yours Directors acknowledge with thanks the co-operation and understanding displayed by the shareholders & others and continue to look forward to the same.

On behalf of the Board of Directors

Sd/- Sd/-

Nalin S. Parikh Hitesh V. Raja

Director Director

DIN :00106844 DIN :02681574

Place : Mumbai

Date : 12th August, 2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirty First (31st) Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

(Amount in Rs.)

2013-14 2012-13

Other Income 2,053,669 2,018,094

Prof i t / (Loss) before Interest (3,160,874) (4,901,536) & Depreciation

Finance Charges 1,827 7,572

Depreciation 335,361 401,432

Prof i t / (Loss) before Tax (3,498,062) (5,310,540)

Taxation - -

Balance in P&L A/c carried forward (3,498,062) (5,310,540)

Debit Balance in P&L A/c. (125,452,749) (120,142,209)

Balance carried forward to (128,950,811) (125,452,749) Balance Sheet

2. DIVIDEND

In view of the losses carried forward and incurred during the year under review, the Board of Directors regret their inability to propose any dividend for the financial year 2013-14.

3. OPERATING RESULTS

The Company having had stopped production at its Pondicherry Plant owing to uneconomical operations since 1995, the activities have remained at a standstill. The current year''s operations have therefore resulted in a loss of Rs. 3,498,062/- (Loss of Rs. 5,310,540/- in the previous year).

4. CAPITAL & FINANCE

The Company has raised the capital by preferential issue of 500,000 equity shares @ Rs.60/- each inclusive of a premium of Rs. 50/- per share, in order to arrest the erosion of net worth and to facilitate restructuring its operations at the appropriate time. Accordingly, the shares have been allotted to Mr. Ashok Kumar Dalmia jointly with Mrs. Veena Dalmia ranking PariPassu with other existing equity shares for consideration received in cash on 7th November 2013, with the result the paid- up capital of the Company stands increased from Rs. 4,89,64,680/- to Rs. 5,39,64,680/- The share premium account has also increased to Rs. 94,323,634/-, after reducing Share issue expenses Rs. 137,766/-.

The aforesaid issue of new equity shares on preferential basis has been carried out in accordance with and under Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and obtaining the requisite approval of shareholders and / or other agencies / institutions where the script has been listed.

The infusion of funds out of the proceeds realized from the issue of equity shares has considerably improved the financial position and net worth, but for which it would not have been possible for the company to meet statutory obligations and commitments to keep its corporate status alive intact.

5. INDUSTRIAL RELATIONS

The Company has retained few members of essential staff only in order to carry out the administrative functions such as watch and ward, maintenance, etc. The industrial relations have been quite cordial.

6. CORPORATE GOVERNANCE

The Company believes in good corporate governance as an important step towards building investors'' confidence, improving investor protection and optimizing shareholder values in the long term. Accordingly, and pursuant to Clause 49 of the Listing Agreement with the Stock Exchange(s), a Report on compliance of Corporate Governance duly certified by M/s. Ashish Bhatt & Associates, Company Secretaries in whole-time practice, along with a note on management discussion and analysis have been annexed to and forming part of this report.

7. BOARD OF DIRECTORS

The Company appreciates and places on record the excellent services rendered and guidance provided by Mr. Pradeep B. Chinai (DIN. 00128368) and Mr. Premratan B. Damani (DIN : 00030400 ) (resigned w.e.f. 10th July, 2014) during their tenure as Director of the Company.

In accordance with the provisions of the Companies Act, 2013 and that of Article 98 of the Articles of Association of the Company and/or the terms of appointment, Mr. Prithviraj S. Parikh and Mr. Ojas K. Parikh, are liable to retire at the ensuing Annual General Meeting. Mr. Prithviraj S. Parikh and Mr. Ojas K. Parikh, being eligible, has offered himself for re-appointment.

It has been proposed to make the composition of the Board in line with Section 152 of the Companies Act, 2013 on account of provisions of Section 152(6) of the Companies Act, 2013. Accordingly Independent Directors are being reappointed for a period of 5 years from the date of AGM and they will not be liable to retire by rotation.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume and other details of Directors proposed to be appointed / re-appointed are attached along with the Notice of the ensuing Annual General Meeting.

8. DIRECTORS1 RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:-

a. In the preparation of the accounts for the financial ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. 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 loss sustained by the Company;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. The Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

9. AUDITORS

The statutory auditors M/s. Chaturvedi & Shah, Chartered Accountants, (Firm Registration No. - 101720W) Mumbai, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for six years and to hold office from the conclusion of this AGM till the conclusion of the Thirty Seventh AGM to be held in the year 2020 subject to ratification of their appointment at every AGM. M/s Chaturvedi & Shah, Chartered Accountants have, under Section 139(1) of the Companies Act, 2013 and the Rules framed thereunder furnished a certificate of their eligibility and consent for re-appointment.

10. NOTICE OF DISCLOSURE

a. The Electricity Dept. Pondicherry has filed a special leave petition before the Supreme Court of India, challenging the findings of the Madras High Court in respect of demand towards Electricity Charges of Rs. 177,851,077 (includes interest of Rs. 121,085,645/- since converted into a civil Application. Subsequently the matter has been referred to Supreme Court, LokAdalat, where it had remained pending for hearing and disposal. However, when the matter had come up last on 23rd November 2013, the same was reverted back to the Supreme Court. The Company has been legally advised that the case can be successfully contested/defended and hence no provision is made. Moreover, the matter being sub-judice, the liabilities if any has not been crystalised. Attention is drawn to the Note No. 21 (a) annexed to and forming part of the Accounts, in which the matter has been dealt with in greater detail.

b. The Company has not provided in the Accounts disputed claim of Rs. 13,400,000/- towards demurrage charges (in addition to interest on the said claim) relating to import of scrap for which the appeal before the Supreme Court is pending disposal. The Company has been advised that no liability will be fastened on the Company, based on the facts and circumstances of the case. However, an amount (along with interest over the years) of Rs. 8,653,116/- is lying deposited with HDFC in accordance with the directions of the Supreme Court vide order dated 18th November, 2008 Attention is drawn to the Note No.21(b)annexed to and forming part of the Accounts, in which the matter has been dealt with in greater detail.

c. C.P.No. 56 of 2013 has been adjourned by the Company Low Board, Chennai Bench to 8th August, 2014 as the petitioners have filed an Application for amendment on 25th March, 2014.

11. STATUTORY INFORMATION (As required under Section 217 of the Act) 217(I)(e) : Conservation of energy, R.&D., Absorption of Technology and Foreign Exchange Earnings and Outgoes:- The required information is NIL as the Company''s Plant is closed down from April, 1995.

217(2A) : There are no employees in the Company during the year falling under this description..

217(2AA) : Directors'' Responsibility Statement:- Separately given in Sr. No. 9 of this report.

217(2B) : Buyback of Shares:- There was no scheme of buyback of share of the Company during the year under review.

12. ACKNOWLEDGEMENTS

The Board of Directors do place on record their gratitude for the assistance and guidelines extended by the Government and other statutory agencies all along. The Directors also place on record their appreciation to all the stakeholders for their support and co-operation.

By Order of the Board of Directors

Sd/- Prithviraj S. Parikh Chairman

Place : Mumbai Date : 5th August, 2014


Mar 31, 2013

The Directors are presenting herewith the Thirtieth Annual Report together with the Audited Accounts for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

(Rs.In Rupees)

2012-13 2011-12

Other Income 20,18,094 25,14,201

Profit / (Loss) before Interest & Depreciation (49,01,536) (13,31,145)

Finance Charges 7,572

Depreciation 4,01,432 3,99,997

Profit / (Loss) before Tax (53,10,540) (17,31,142)

Taxation

Balance in P&L A/c carried forward (53,10,540) (17,31,142)

Debit Balance in P&L A/c. (12,01,42,209) (11,84,11,067)

Balance carried forward to Balance Sheet (12,54,52,749) (12,01,42,209)

3. DIVIDEND

In view of the carried forward losses as at 31-03-2013, the Board of Directors regret their inability to propose any dividend for the year under review.

4. OPERATING RESULTS

The Company having had suspended production at its Pondicherry Plant owing to uneconomical operations, the activities continue to remain at a standstill. The current year''s operations have therefore resulted in a loss of Rs. 53,10,540/- (Loss of Rs. 17,31,142/- in the previous year).

5. FINANCE

The Company has not accepted any deposits from the public during the year under review. However, borrowings on account of unsecured loans have increased from Rs. 2,25,40,313/- (Previous year) to Rs. 2,55,41,393/- during the year under review.

6. INDUSTRIAL RELATIONS

The Company has retained few members of essential staff only in order to carry out the administrative functions such as watch and ward, maintenance, etc. The industrial relations have been quite cordial.

7. CORPORATE GOVERNANCE

The Company considers that good corporate governance is an important step towards building investors'' confidence, improving investor protection and optimizing shareholder values in the long term. Accordingly, and pursuant to Clause 49 of the Listing Agreement with the Stock Exchange(s), a Report on compliance of Corporate Governance duly certified by M/s. Ashish Bhatt & Associates, Company Secretaries in whole-time practice, along with a note on management discussion and analysis have been annexed to and forming part of this report.

8. BOARD OF DIRECTORS

Mr. Nalin S. Parikh, Mr. P. K. R. K. Menon & Mr. Pradeep B. Chinai will retire by rotation at the forthcoming 30th Annual General Meeting of the Company. Being eligible, they have offered themselves for re- election. The Board proposes that these persons, in the interest and benefit of the company, be continued as directors of the company.

9. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:-

a. in the preparation of the accounts for the financial ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. 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 loss sustained by the Company.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. The Directors have prepared the annual accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

10. AUDITORS

M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai, have consented to be re-appointed as Auditors of the Company. The Company has received a certificate from the auditors that the appointment will be within the limits specified under Section 224 (1B) of the Companies Act, 1956, act as the Auditors of the Company, if re-appointed.

11. NOTICE OF DISCLOSURE

a. The Electricity Dept. Pondicherry has filed a special leave petition before the Supreme Court of India, challenging the findings of the Madras High Court in respect of demand towards Electricity Charges of Rs. 17,78,51,077/- (includes interest of f 12,10,85,645/- since converted into a civil Application. Subsequently the matter has been referred to Supreme Court, Lok Adalat, where it is pending for hearing and disposal. The company has been legally advised that the case can be successfully contested/defended and hence no provision is made. Moreover, the matter being subjudice , the liabilities if any has not been crystalised. Attention is drawn to the Note No. 28 (a) annexed to and forming part of the Accounts, in which the matter has been dealt with in greater detail.

b. The Company has not provided in the Accounts disputed claim of 1,34,00,000/- towards demurrage charges (in addition to interest on the said claim) relating to import of scrap for which the appeal before the Supreme Court is pending disposal. The Company has been advised that no liability will be fastened on the company, based on the facts and circumstances of the case. However, an amount (along with Interest over the years) of 70,64,858/- is lying deposited with HDFC in accordance with the directions of the Supreme Court vide order dated 18th November, 2008. Attention is drawn to the Note No. 28 (b) annexed to and forming part of the Accounts, in which the matter has been dealt with in greater detail.

c. The Company Petition Nos. 154 & 155 of 2012 for amalgamation /merger filed in the Madras High Court has since been withdrawn and order passed to this effect on 21.02.2013. Attention is drawn to the Note No. 29 annexed to and forming part of the Accounts, in which the matter has also been dealt with.

12. STATUTORY INFORMATION (As required under Section 217 of the Act)

217(l)(e) : Conservation of energy, R.&D., Absorption of Technology and Foreign Exchange Earnings and Outgoes:- The required information is NIL as the Company''s Plant is closed down from April, 1995.

217(2A) : There are no employees in the Company during the year falling under this description..

217(2AA) : Directors'' Responsibility Statement:- Separately given in Sr. No. 9 of this report. '' 217(2B) : Buyback of Shares:- There was no scheme of buyback of share of the Company during the year under review.

13. ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record their gratitude for the assistance and guidelines extended by the Government and other statutory agencies all along. The Directors also place on record their appreciation to the employees for their support and co-operation.

By Order of the Board of Directors

Sd/-

Prithviraj S. Parfkh

Chairman & Executive Director

Place : Mumbai

Date : 8th August, 2013


Mar 31, 2011

Dear Members,

1.The Directors are presenting herewith the Twenty-Eighth Annual Report together with the Audited Accounts for the year ended 31st March 2011.

2. FINANCIAL RESULTS

(Amount in Rupees)

2010-11 2009-10

Other Income 5,87,700 6,54,244

Profit/ (Loss) before Interest & Depreciation (34,55,113) (35,98,450)

Finance Charges 18,87,008 12,04,417

Depreciation 3,99,582 3,39,222

Profit/ (Loss) before Tax (57,41,703) (51,42,089)

Taxation 5,158 14,170

Balance in P&L A/c carried forward (57,46,861) (51,56,259) Debit Balance in P&L A/c (11,26,64,206) (10,75,07,947)

Balance carried forward to Balance Sheet (11,84,11,067) (11,26,64,206)

3. DIVIDEND

In view of the losses carried forward of Rs. 11,84,11,067/- as at 31-03-2011, the Board of Directors regret their inability to propose any dividend for the year under review.

4. OPERATING RESULTS

The Company had suspended production at its Pondicherry plant owing to uneconomical operation and since then the activities are at a standstill. The current year's operations have therefore resulted in a loss of Rs. 57,41,703/- (Previous year loss Rs. 51,42,089/-)

5. FINANCE

The Company has not accepted any deposits from the public during the year under review. However, borrowings on account of unsecured loans have increased from Rs. 1,36,34,617/- (Previous year) to Rs. 1,90,49,908/- during the year under review.

6. INDUSTRIAL RELATIONS

The Company has retained few members of essential staff only in order to carry out the functions such as watch and ward, maintenance, etc. The Industrial relations have continued to remain quite cordial.

7. CORPORATE GOVERNANCE

The Company considers that good corporate governance is an important step towards building investors' confidence, improving investor protection and optimizing shareholder values in the long term. Accordingly, and pursuant to Clause 49 of the Listing Agreement with the Stock Exchange (s), a Report on compliance of Corporate Governance duly certified by M/s. Ashish Bhatt & Associates, Company Secretaries in whole time practice, along with a note on management discussion and analysis have been annexed to and forming part of this report.

8. BOARD OF DIRECTORS

Mr. Vilas K. Shah, Mr. Rajendra R. Chaturvedi & Mr. Nalin S. Parikh will retire by rotation at the forthcoming 28th Annual General Meeting of the Company. Being eligible, they have offered themselves for re-election. The Board proposes that these persons, in the interest and benefit of the company, be continued as directors of the Company.

The personal profile of these Directors is given hereunder, for information of members.

1 Data Mr. Vilas K. Shah Mr. Rajendra R. Chaturvedi (a) Brief Resume Born on 01-12-1943 Born on 16-02-1947

M.Com, L.L.B., F.C.A. Diploma in Textile Technology (Chartered Accountant)

(b) Experience Senoir Chartered After completing his diploma Accountant in textile practicing in Mumbai technology from British for more than Institute, London, three decades. Has a he joined the family business vast in 1980. experience in Taxation Has been managing business & affairs of Management Consultancy family group of companies Services. for 3 decades. Proven talents in administration and management.

(c) Name of Companies in which Organic Coatings Ltd. Western Ministil Ltd. he holds directorship and (Chairman- Audit Girdhar Morari Membership Committee) Agra Research Pvt. Ltd. in their Committee

Data Mr. Nalin S. Parikh

(a) Brief Resume Born on 02-02-1935

B.Com.;B.A.;LLB.,M.B.A.

(b) Experience Over 50 years of vast experience as an administrator. Travelled widely and has a good insight in international trade, more particularly in steel and foreign trade of Iron & Steel products. Has been the principal importer for steel in special applications in automobiles, engineering and other industries.

(c) Name of Companies in which Asta India Pvt. Ltd., K. Parikh Agencies Pvt. Ltd., Metmin Exploration Pvt. Ltd., he holds holds directorship Metmin Finance & Holdings Pvt. Ltd., Metmin Investment & Trading Pvt. Ltd., and Membership in their WRM Pvt. Ltd., Anjana Fincap Pvt. Ltd, Committee Fleurette Investments Pvt. Ltd., MetTube India Pvt. Ltd., Gayatri Arcade Pvt. Ltd., Ishan Arcade Pvt. Ltd.

None of these directors is paid any remuneration except sitting fees.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:-

i). in the preparation of the accounts for the financial year ended 31st March 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) 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 loss sustained by the Company;

iii) the Directors 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; and

iv) the Directors have prepared the annual accounts for the financial year ended 31st March 2011 on a "going concern" basis.

10. AUDITORS

M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai, have consented to be re-appointed as the Auditors of the company. The company has received a certificate from the auditors that their appointment will be within the limits specified under section 224 (1B) of the Companies Act, 1956 to act as the Auditors of the Company, if re-appointed.

11. NOTICE OF DISCLOURE

The S.L.P. filed by Pondicherry Electricity Department against the Company in 2002 is still pending for disposal. It may be recalled that the petitioners were not granted any relief at the time of admission by the Supreme Court of India, New Delhi. The Company has however, moved an application to refer the matter for mediation with LOK ADALAT in February 2009, which is being granted and the matter is pending before the said forum for hearing and disposal. Attention is drawn to the Note No. 9 (a) of Schedule 11 of the Notes annexed to and forming part of the Accounts, in which the matter has been dealt with in greater details.

The Govt. of Puducherry has issued a notification under G.O.Ms.No.58 dtd. 31-03- 2010 that an area of approximately 4.00 Acres of land, most of which belongs to the company, be acquired for housing. The acquisition proceedings initiated by the Govt. of Puducherry have since been withdrawn.

12. STATUTORY INFORMATION (As required under Section 217 of the Act)

217(1 )(e) : Conservation of energy, R. & D., Absorption of Technology and Foreign Exchange Earnings and Outgoes:- The required information is NIL as the Company's Plant is closed down from April 1995.

217(2A) : There were no employees in the Company during the year falling under this description.

217(2AA) : Directors' Responsibility Statement:- Separately given in Sr. No. 9 of this report.

217(2B) : Buyback of shares:- There was no scheme of buyback of shares of the Company during the year under review.

13. ACKNOWLEDGEMENTS

The Board of Directors pleased to place on record their gratitude for the assistance & guidelines extended by the Government and other statutory Agencies all along. The Directors also place on record, their appreciation to the employees for their support and co-operation.

By Order of the Board of Directors

Sd/- Prithviraj S. Parikh Chairman & Executive Director

Place: Mumbai Date : 12th August 2011


Mar 31, 2010

1.The Directors are presenting herewith the twenty-seventh (27th) Annual Report together with the Audited Accounts for the year ended 31st March 2010.

2. FINANCIAL RESULTS

(Rs. in Lacs)

2009-10 2008-09

Other Income 6.54 13.47

Profit / (Loss) before Interest & Depreciation (35.98) (42.03)

Finance Charges 12.05 20.54

Depreciation 3.39 4.80 Profit / (Loss) before Tax (51.42) (67.37)

Taxation 0.14 0.39

Balance in P&L A/c carried forward (51.56) (67.76)

Debit Balance in P&L A/c (1,075.08) (1,255.32)

Less: General Reserves adjusted - 248.00

Balance carried forward to Balance Sheet (1,126.64) (1,075.08)

3. DIVIDEND

In view of the losses carried forward of Rs. 1,126.64 Lacs as at 31-03-2010, the Board of Directors regret their inability to propose any dividend for the year under review.

4. OPERATING RESULTS

The Company had suspended production at its plant located in Pondicherry owing to uneconomical operation and since then the activities are at a standstill. The current years operations have therefore resulted in a loss of Rs. 51.42 lacs (Loss of Rs. 67.37 lacs in the previous year)

5. FINANCE

The Company has not accepted any deposits from the public during the year under review.

However, borrowings on account of unsecured loans have increased from Rs.78,29,872 (Previous year) to Rs. 1,36,34,617 during the year under review.

6. INDUSTRIAL RELATIONS

The Company has retained a few members of essential staff only in order to carry out the functions such as watch and ward, maintenance etc. The Industrial relations have continued to remain quite cordial.

7. CORPORATE GOVERNANCE

The Company considers that good corporate governance is an important step towards building investors confidence, improving investor protection and optimizing shareholder values in the long term. Accordingly, and pursuant to Clause 49 of the Listing Agreement with the Stock Exchange(s), a Report on compliance of Corporate Governance duly certified by M/s. Ashish Bhatt & Associates, Company Secretaries in whole time practice, along with a note on management discussion and analysis have been annexed to and forming part of this report.

8. BOARD OF DIRECTORS

Mr. Prithviraj S. Parikh and Mr. P.K.R.K. Menon will retire by rotation at the forthcoming 27th Annual General Meeting of the Company. Being eligible, they have offered themselves for re-election. The Board proposes that both these persons are required to be continued for the benefit of the Company.

The personal profile of these two Directors is given hereunder, for information of members.

Data Mr. Prithviraj S. Parikh Mr. P.K.R.K. Menon

(a) Brief Bom on 19-02-1946 Bom on 09-08-1943 Resume M.S., M.E. from New York University M.Com, L.L.M., M.B.A., F.C.S.,

D.B.M D.F.M, D.C.P.

(b) Experience Over three decades in management of Over four decades in Administration & Steel Industry & allied activities, Finance in Industry and Trade- Steel, International Trade, etc. Engineering, etc.

(c) Name of Western Ministil Limited Western Ministil Ltd. Companies in Gunjar Finance & Investment Pvt. Ltd. WRMPvt. Ltd. which he holds K. Parikh Agencies Pvt. Ltd. Western India Steel Co. Pvt. Ltd. directorship WRMPvt. Ltd. Wist Overseas Pvt. Ltd. and Membership Aspher Foods Pvt. Ltd. Skandwil India Pvt. Ltd. in their Anagha Properties Pvt. Ltd. Committee Western India Steel Co. Pvt. Ltd. Satori Realty Pvt. Ltd. Wist Overseas Pvt. Ltd.

None of these directors is paid any remuneration except sitting fees.

Mr. Prithviraj S. Parikh, Director, was designated as the Executive Director by the Board on 30-01-2009. However, having regard to the present financial position of the Company, the Board had deferred payment of remuneration to him although the members at the 26th Annual General Meeting held on 29th September 2009 have approved the payment of Rs. 50,000/- p.m. as and by way of consolidated remuneration.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:-

i) in the preparation of the accounts for the financial year ended 31 st March 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) 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 loss sustained by the Company;

iii) the Directors 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; and

iv) the Directors have prepared the annual accounts for the financial year ended 31st March 2010 on a "going concern" basis.

10. AUDITORS

M/s. Krishnan & Giri, Chartered Accountants, Auditors of the company have expressed their unwillingness to be appointed as auditors of the company for the financial year 2010-11 vide their letter dated 26-07-2010 under section 224 (2) of the Companies Act, 1956.

Company has received a proposal from M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai, of their willingness to be appointed as Auditors of the Company. Based upon their willingness, Board of Directors, vide their meeting dated 29-07-2010, has recommended their appointment subject to the approval of General Body meeting at the ensuring Annual General Meeting. The company has also received a certificate from the proposed auditors that they are qualified under section 224 (1B) of the Companies Act, 1956 to act as the Auditors of the Company, if appointed.

11. NOTICE OF DISCLOURE

The S.L.P. filed by Pondicherry Electricity Department against the Company in 2002 is still pending for disposal. It may be recalled that the petitioners were not granted any relief at the time of admission by the Supreme Court of India, New Delhi. The Company has however, moved an application to refer the matter for mediation with LOK ADALAT in February 2009, which is being granted and the matter is pending before the said forum for hearing and disposal. Attention is drawn to the Note No. 10 (a) of Schedule 11 of the Notes annexed to and forming part of the Accounts, in which the matter has been dealt with in greater details.

The Govt, of Puducherry has issued a notification under G.O.Ms. No. 58 dated 31-03-2010 that an area of approximately 4.00 Acres of land, most of which belongs to the company, be acquired for housing. The companys objection to the move on the part of the govt, for the said proposed acquisition is being put up in consultation and guidance from the legal advisor / advocate.

12. STATUTORY INFORMATION

(As required under Section 217 of the Act)

217(1)(e): Conservation of energy, Ft. & D., Absorption of Technology and Foreign exchange Earnings and Outgoes:-

The required information is NIL as the Companys Plant is closed down from April 1995.

217(2A): There were no employees in the Company during the year falling under this description.

217(2AA): Directors Responsibility Statement: - Separately given in Sr. No. 9 of this report.

217(2B): Buyback of shares:- There was no scheme of buyback of shares of the Company during the year under review.

13. ACKNOWLEDGEMENTS

The Board of Directors pleased to place on record their gratitude for the assistance & guidelines extended by the Government and other statutory Agencies all along. The Directors also place on record, their appreciation to the employees for their support and co-operation.

By Order of the Board of Directors

Prithviraj S. Parikh

Chairman &

Executive Director

Place: Mumbai

Date: 29th July 2010

 
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