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Directors Report of Gyscoal Alloys Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Sixteenth Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS:

The financial highlights of the company for the year under review are summarized as under Rs. In lacs



CONSOLIDATED

PARTICULARS Current Year ended

on 31/03/2015 on

Revenue from Operations 17636.45

Other Income 178.52

Total Revenue 17814.97

Total Expenditure 17736.40

Profit before tax 78.57

Prior Period Tax -

Current Tax (20.79)

Deferred Tax (58.73)

Share of (Profit) / Loss attributable to Minority 10.76

Profit for the Year 9.81

Profit available for appropriation 9.81

Balance Brought forward 2415.43

Surplus 9.81

Appropriation

General Reserve -

Dividend -

Adjustment relating to Fixed Assets (7.41)

Balance Carried Forward 2417.83



Rs. In lacs

STANDALONE

PARTICULARS Current Year Previous Year ended ended 31/03/2015 on 31/03/2014

Revenue from Operations 17636.45 27707.15

Other Income 154.56 445.72

Total Revenue 17791.01 28152.87

Total Expenditure 17691.20 28065.80

Profit before tax 99.81 87.03

Prior Period Tax - (1.76)

Current Tax (20.79) (43.93)

Deferred Tax (58.72) 13.73

Share of (Profit) / Loss attributable to Minority

Profit for the Year 20.30 55.07

Profit available for appropriation 20.30 55.07

Balance Brought forward 2415.43 2360.36

Surplus 20.30 55.07

Appropriation

General Reserve - -

Dividend - -

Adjustment relating to Fixed Assets (7.41) -

Balance Carried Forward 2428.32 2415.43

2. DIVIDEND & RESERVES:

Due to inadequate profit your directors are not in a position to recommend any dividend for the financial year ended 31st March, 2015. NIL amount has been transferred to General Reserve.

3. UTILIZATION OF PROCEEDS OF IPO:

The statement of projected utilization of the IPO proceeds as per Prospectus dated 18th October, 2010 against actual utilization as on 31st March, 2015 is as follows:

Particulars (Amount in lacs)

Utilisation of funds upto 31st March, 2015

Amount Received from IPO 5467.00

Promotor Contribution 1000.00

Income from Investment of IPO Proceeds 191.21

6658.21

Projected Actual

Land Cost 765.38 633.70

Civil Cost 600.00 573.66

Plant & Machinery * 4405.11 4291.90

Long Term Working Capital 500.00 609.22

General Corporate Purpose 25.00 10.00

IPO Expenses 482.36 510.69

6777.85 6629.17

Fixed Deposits with Bank * 29.04

Total 6658.21

* It includes advances given to various parties for Plant & Machinery for New Project.

* As on 31st March, 2015 unutillised funds have been temporarily invested in interest bearing liquid instruments including deposits with banks.

Plant & Machineries for Phase -I of new IPO project has been installed and Phase-II of the same is still under process.

4. UNPAID AND UNCLAIMED SHARE APPLICATION AMOUNT :

Pursuant to the provision of Section 125(2) of the Companies Act, 2013, dividends, matured fixed deposits, redeemed debentures, Share Application money due for refund and interest thereon, which remained unclaimed up to 23rd October, 2017 will be deposited to Investors' Education and Protection Fund (IEPF) of the Central Government.

Amount of Rs. 25560/- is lying as the Amount of Application money received and due for refund in respect of the IPO of the company in F.Y. 2010-2011. The last date on which the amount will be transferred to IEPF account will be 23rd October, 2017 Therefore, the shareholders are advised to claim such amounts immediately.

5. BUSINESS PERFORMANCE & PROSPECTS:

Information on operational and financial performance, etc. of the Company for the financial year is given in the Management Discussion and Analysis which is setout as Annexure E to the directors' Report.

6. PUBLIC DEPOSITS:

The Company has not accepted any fixed deposit from public within the meaning of Section 73 of the Companies Act, 2013 and rules made thereunder.

7. SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENT:

In accordance with Companies Act, 2013 ("the Act") and Accounting Standard (AS)-21 on consolidated financial statement read with As-23 on Account for investment in associates and AS-27 on financial reporting of interest in Joint ventures. The audited consolidated financial is provided in the Annual Report.

The Company has prepared Consolidated Financial Statements of the Company and while preparing the consolidated financial statements, Company has consolidated the accounts of one subsidiary namely Thai Indo Steel Co. Ltd. as per the requirements of Accounting Standards issued by the Institute of Chartered Accountants of India.

The details of financial performance of Subsidiary Company is furnished in Annexure C and attached to this report.

8. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR

The company is operating in only one segment i.e. Metal Industry. The company mainly manufactures SS Angles, SS Flats & SS Rounds and the % wise breakup of the products of the total turnover of the company is as under:-

5.5. ANGLE BARS 18 %

5.5. FLAT BARS 15 %

5.5. ROUND BARS 28 %

9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has a comprehensive system of internal controls to safeguard the Company's assets against loss from unauthorized use and ensure proper authorization of financial transactions. The Company has an exhaustive budgetary control system to monitor all expenditures against approved budgets on an ongoing basis. The Company maintains a system of internal controls designed to provide assurance regarding the effectiveness and efficiency of operations, the reliability of financial controls and compliance with applicable laws and regulations as applicable in the various jurisdictions in which the Company operates.

10. CORPORATE GOVERNANCE CERTIFICATE

In terms of clause 49 of listing agreement with the Stock Exchange, a certificate from Secretarial Auditor of the Company on compliance of conditions of Corporate Governance is annexed to the Annual Report. A report on Corporate Governance as provided in clause 49 of the Listing Agreement is included in the Annual Report.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure - A" and is attached to this report.

12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has framed Risk Management Policy. The details of the policy are as updated on website of the company www.gyscoal.com . The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. At present the company has not identified any element of risk which may threaten the existence of the company.

13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of Loans, Guarantee and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.gyscoal.com/wp-content/uploads/ 2014/03/related_party_transaction_policy.pdf

Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures.

16. AUDITORS & AUDITORS REPORT

M/s. B K Patel & Co., Chartered Accountants (ICAI Registration No. 112647W), Ahmedabad were appointed as Statutory Auditors for a period of 1 (one) year in the Annual General Meeting held in last year. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The notes to the accounts referred to in the Auditors Report are self- explanatory and does not contain any qualification, reservation or adverse mark and therefore do not call for any further comments.

The explanation on adverse remarks / qualification(s) in the Auditor's Report -

Point No. (vii) (a) to the Standalone Financial Statements: According to the information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory applicable to it with the appropriate authorities during the period. However, in some cases such statutory dues are paid after its due dates along with interest during the year.

Point No. (vii) (b) to the Standalone Financial Statements: According to the information and explanations given to us, the disputed statutory dues aggregating Rs. 416000397/- that have not been deposited on account of disputed matter pending before appropriate authorities

Explanation to Point No. (vii) (a) and Point No. (vii) (b) to the Standalone Financial Statements:

The Management is in the process of taking necessary steps to resolve pending statutory dues as mentioned in the Auditor's Report Point No. (vii) (b) and taking measures to pay them within due course as mentioned in Point No. (vii) (a).

17. SECRETARIAL AUDIT REPORT:

The Board has appointed M/s A G Shah & Associates, Practicing Company Secretaries (ICSI Membership No. 29017 & CPN 10642), to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as "Annexure D" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse mark.

The explanation on comments / observation(s) in the Secretarial Audit Report -

Point 1. Company did not Filed MGT 14 for appointment of Secretarial Auditor, M/s. AG Shah & Associates who were appointed under the Board Meeting held on 03.02.2015

Explanation 1:

The Company has appointed M/S. A G Shah & Associates as Secretarial Auditor of the Company to conduct audit for the year 2014 - 2015 in Board Meeting held on 3rd February, 2015. The Company is in process to file e Form MGT - 14 for the appointment of Secretarial Auditor in line with the requirement of Act.

18. COST AUDITOR:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, your Directors had, on recommendation of the Audit Committee, appointed Shri V.H. Shah, Practicing Cost Accountant (ICWAI Registration No. 100257), Ahmedabad as Cost Auditor for conducting audit of cost accounting records maintained by the Company for "Steel Plant" for the financial year 2015-16. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, the resolution seeking Members' ratification is included in the Notice convening the Annual General Meeting.

19. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to Section 178(3) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company. Details of the Remuneration Policy are given in the Corporate Governance Report.

Your company has adopted a defined policy and procedure for Appointment of Independent Directors which has been put on Company website www.gyscoal.com.

20. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in "ANNEXURE B" and is attached to this Report.

21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 7 (Seven) Board meetings during the financial year under review. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

22. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement that:—

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

b) the directors had selected such accounting policies 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 and loss of the company for that period;

c) the directors had 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 the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per Section 152 of the Companies Act, 2013 Mr. Viral M Shah, Managing Director retire at this Annual General Meeting and being eligible offer himself for re election. The Board of Directors recommended his re- appointment at the forthcoming Annual General Meeting.

Mr. Dileep Panchal has joined as Company Secretary & Compliance Officer w.e.f.30th July,2014 in place of Ms. Neha Choksi who has resigned on the same date and resigned from the post w.e.f. 16/03/2015.

Mr. Manish M Shah (DIN - 00014195) who was appointed as Whole Time Director as well as CFO - Chief Financial Officer of the Company ceased as a Director as well as CFO - Chief Financial Officer w.e.f. 21/08/2014 due to death. The Board expresses their deep condolence at the untimely and sad demise of Mr. Manish M Shah.

Mrs. Giraben Solanki(DIN - 00014248) who was appointed as Additional Director on 26/03/2014 resigned as a director w.e.f. 15/05/2015 due to her pre occupation. The Board expresses its appreciation for the services rendered by her during her tenure with the Company.

Mrs. Bharti Dhanak (DIN - 03268121) who was appointed as Additional Director on 15/10/2014 and holds the said office till the date of the Annual General Meeting. A notice has been received from a member proposing her candidature for her reappointment.

Pursuant to the provisions of Section 203, Mr. Kalpesh Patel has been appointed as Chief Financial Officer of the company w.e.f. 03/02/2015.

Mrs. Nidhi Bhatt served the company as Company Secretary & Compliance Officer as well as KMP from 1st April, 2015 to 31st July, 2015.

Ms. Shrima Dave appointed as Company Secretary & Compliance Officer as well as KMP of the Company w.e.f. 1st August, 2015.

25. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

26. FORMAL ANNUAL BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance and the Directors individually. A process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

A familiarization programme was conducted for Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters and the said was updated on website of the Company http:/ /www.gyscoal.com/wp-content/uploads/2014/13/Familiarisation_Programme_ for_the_year_14_15.pdf.

27. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM The Audit Committee consists of the following members:

a) Shri. Sunial Talati - Chairman

b) Shri. Surendra Patel - Member

c) Shri Viral Shah - Member

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

28. GENERAL

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.

29. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of Board Of Directors Date : 13/08/2015 Viral Shah Place : Ahmedabad (Chairman & Managing Director) DIN - 00014182




Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Fifteenth Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2014.

1. FINANCIAL HIGHLIGHTS :

The financial highlights of the company for the year under review are summarized as under

Rs. In lacs

PARTICULARS CONSOLIDATED STANDALONE CURRENT YEAR CURRENT YEAR PREVIOUS YEAR

Income from Operations 27707.15 27707.15 28729.96

Other Income 445.73 445.73 163.72

Total Income 28152.87 28152.87 28893.68

Operating & 26993.65 26993.65 27598.54 Administrative Expenses

Operating Profit 1159.22 1159.22 1295.15 before Interest and Tax

Financial Charges 1072.19 1072.19 1039.60

Profit Before Tax 87.03 87.03 255.55

Exceptional Item 0.00 0.00 0.00

Profit after exceptional 87.03 87.03 255.55 item

Provision for tax 31.96 31.96 97.86 (including deferred tax)

Profit / (Loss) After tax 55.07 55.07 157.69

2. DIVIDEND :

With a view to conserve the liquid resources and to strengthen the financial position of the Company, Your Directors have not recommended any dividend for the financial year ended 31st March, 2014

3. UTILIZATION OF PROCEEDS OF IPO :

The statement of projected utilization of the IPO proceeds as per Prospectus dated 18th October, 2010 against actual utilization as on 31st March, 2014 is as follows:

Particulars (Amount in lacs)

Utilisation of funds upto 31st March, 2014

Amount Received from IPO 5467.00

Promotor Contribution 1000.00

Income from Investment of IPO Proceeds 191.21

6658.21

Projected Actual

Land Cost 765.38 603.80

Civil Cost 600.00 0.53

Plant & Machinery * 4405.11 4365.81

Long Term Working Capital 500.00 1138.34

General Corporate Purpose 25.00 10.00

IPO Expenses 482.36 510.69 6777.85 6629.17

Fixed Deposits with Bank # 29.04

Total 6658.21

4. PUBLIC DEPOSITS :

The Company has not accepted any fixed deposit from public within the meaning of Section 58A of the Companies Act, 1956.

5. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Your Company has been practicing good Corporate Governance over the time. In addition to basic governance issue the board lays strong emphasis on transparency, accountability and integrity for building investor confidence, improve investor''s protection and maximize long-term shareholder value. A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the required Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement. In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

6. DIRECTORS :

* Resignation of Director

Mr. Prem Malik has resigned from the directorship of the company w.e.f 18th April, 2014 due to his directorship exceeding the requisite limits under new companies act, 2013. The board records its appreciation for the contribution rendered by Mr. Prem Malik during his tenure.

* Retirement by rotation

As per provisions section 152 of Companies Act, 2013, Mr. Zankarsinh Solanki is liable to retire by rotation and being eligible offer himself for re-appointment

* Independent Director

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Sunil Talati, Mr. Kuren Amin & Mr. Surendra Patel as Independent Directors of the Company. The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013. These Directors are proposed to be appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the ensuing AGM of the Company

The Board recommends appointment/re-appointment of aforesaid Directors.

A brief resume of directors being appointed/re-appointment with the nature of their expertise, their shareholding in the Company as stipulated under Clause 49 of the Listing Agreement is appended as an annexure to the notice of the ensuing Annual General Meeting.

7. DIRECTORS RESPONSIBILITY STATEMENT :

The Directors confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) that they have selected such accounting policies 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 profits of the company for that period;

c) that they 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 prevailing the detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis.

8. ADDITIONAL INFORMATION TO SHAREHOLDERS :

Your company provides all the latest information on the matters of interest to the investors in the investors section on the website. www.gyscoal.com.

9. INSURANCE :

All the fixed assets of the company are adequately insured.

10. AUDITORS & AUDITORS REPORT :

Your Company''s Auditors M/s. B.K. Patel, Chartered Accountants, Ahmedabad, hold office until the conclusion of ensuing Annual General Meeting. They have shown their willingness to accept the office as Statutory Auditors for the year 2014-2015, if appointed and further confirmed their eligibility under provisions of Companies Act, 2013.

You are requested to appoint them and fix their remuneration.

The notes to the accounts referred to in the Auditors Report are self - explanatory and therefore do not call for any further comments. The Management is in the process of taking necessary steps for payment of pending statutory dues as mentioned in the Auditor''s Report point. (ix) And taking measures to pay them before due dates.

11. UNPAID AND UNCLAIMED SHARE APPLICATION AMOUNT :

Amount of Rs.25560/- is lying as the Amount of Application money received and due for refund in respect of the IPO of the company in F.Y 2010-2011. The last date on which the amount will be transferred to IEPF account will be 23rd October, 2017.

Pursuant to Sections 205A and 205C and other applicable provisions, if any, of the Companies Act, 1956, all unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as principal amount of debentures and deposits pertaining to the Company, remaining unpaid or unclaimed for period of seven years from the date they became due for payment, will be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. No claim shall lie against the IEPF or the Company for the amounts so transferred nor shall any payment be made in respect of such claims. The Company has filed necessary details with the office of Registrar of Companies, Ahmedabad, Gujarat Pursuant to rule 3 of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012.

12. APPOINTMENT OF COST AUDITOR:

Shri V. H. SHAH, Cost Accountant, having been appointed by the Central Government has conducted the audit of the cost accounting records maintained by the Company for "Steel Plant" for the for the financial year 2012-13 and submitted their report to the Central Government on 27th September, 2013. The Central Government has also approved the appointment of Shri V. H. SHAH., Practicing Cost Accountant, Ahmedabad as Cost Auditor for conducting audit of cost accounting records maintained by the Company for "Steel Plant" for the financial year 2013-14

13. PARTICULARS OF EMPLOYESS :

The information regarding Particulars of Employees as required under Provision Of section 217(2A) of Companies Act 1956 read with Companies (Particulars Of Employee Rules)1975 as amended are not attached with this report since there are none of the employee who are in receipt of remuneration exceeding the limits specified in the section.

14. SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENT :

In accordance with the General Circular No.2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Accounts and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is attached along with the consolidated financial statement in compliance with the said circular. The Company will provide the annual accounts of its subsidiary companies and the related detailed information on the specific request made by any Shareholders and the said annual accounts are open for the inspection at the registered office of the Company during office hours on all working days, except Sundays and holidays, between 2.00 p.m. and 4.00 p.m.

As required under Clause 32 of Listing Agreement with the stock exchange(s) and in accordance with the requirements of Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, the Company has prepared Consolidated Financial Statements of the Company and while preparing the consolidated financial statements, Company has consolidated the accounts of one subsidiary namely Thai Indo Steel Co. Ltd.(51% holding) as per the requirements of Accounting Standard 27 (AS-27) and Accounting Standard 23 (AS-23) respectively.

15. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are appended herewith as Annexure I and forms part of this Annual Report.

16. INDUSTRIAL RELATIONS :

Industrial relations in your company during the year was peaceful, cordial and healthy. Your company had been able to maintain peaceful industrial atmosphere and mutual trust between the management and the employees.

17. ACKNOWLEDGEMNT :

Your Directors wish to place on record their appreciation for the valuable co-operation and support received from the all the shareholders, customers and suppliers, various financial Institutions, Banks, Central and State Government bodies, Auditors and Legal Advisors which have made possible the excellent results achieved by your company and to all the persons who reposed faith and trust in us. We would also like to express thanks to our shareholders and stakeholders for their confidence and understanding.

Last but not the least, we wish to place on record our appreciation of the sincere services rendered by the employees and our colleagues at all levels, who have put in their best efforts. We look forward to their continued support in future.

Date : 21/05/2014 For and on behalf of Board Of Directors Place : Ahmedabad Viral Shah (Chairman & Managing Director)


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Fourteenth Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2013.

1. FINANCIAL HIGHLIGHTS:

The financial highlights of the company for the year under review are summarized as under

Rs.In lacs PARTICULARS CURRENT YEAR PREVIOUS YEAR

Income from Operations 28729.96 21624.98

Other Income 163.72 44.70

Total Income 28893.68 21669.69

Operating & Administrative Expenses 27598.5 20417.85

Operating Profit before Interest and Tax 1295.15 1251.84

Financial Charges 1039.60 850.26

Profit Before Tax 255.55 401.58

Exceptional Item 0.00 0.00

Profit after exceptional item 255.55 401.58

Provision for tax (including deferred tax) 97.86 148.63

Profit / (Loss) After tax 157.69 252.95

2. DIVIDEND

With a view to conserve the liquid resources and to strengthen the financial position of the Company, Your Directors have not recommended any dividend for the financial year ended 31st March, 2013

3. UTILIZATION OF PROCEEDS OF IPO:

The statement of projected utilization of the IPO proceeds as per Prospectus dated 18th October, 2010 against actual utilization as on 31st March, 2013 is as follows:

Particulars (Amount in lacs)

Utilisation of funds upto 31st March, 2013

Amount Received from IPO 5467.00

Promotor Contribution 1000.00

Income from Investment of IPO Proceeds 195.01

6662.01

Projected Actual

Land Cost 765.38 603.8

Civil Cost 600.00 0.53

Plant & Machinery * 4405.11 4292.71

Long Term Working Capital 500.00 513.76

General Corporate Purpose 25.00 10.00

IPO Expense 482.36 510.69

6777.85 5931.49

Fixed Deposits with Bank # 25.52

Investment in Mutual Funds # 705.00

Total 6662.01

4. PUBLIC DEPOSITS:

The Company has not accepted any fixed deposit from public within the meaning of Section 58A of the Companies Act, 1956.

5. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Your Company has been practicing good Corporate Governance over the time. In addition to basic governance issue the board lays strong emphasis on transparency, accountability and integrity for building investor confidence, improve investor''s protection and maximize long-term shareholder value. A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the required Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement. In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

6. DIRECTORS:

- Appointment of Director

During the year Mr. Surendra Patel was appointed as additional director on the Board of the Company w.e.f 29th September, 2012. Pursuant to Section 260 of Companies Act, 1956 and Articles of Association of the Company, Mr. Surendra Patel shall hold office upto the date of ensuing Annual General Meeting and being eligible offer himself for re-appointment as Director. The Company has received a notice in writing from a member of the Company signifying his candidature for the office of the Board of Directors of the Company.

- Retirement by rotation.

As per Section 256 of the Companies Act, 1956 and Article of Association of the Company, Mrs. Giraben Solanki and Mr. Sunil Talati are liable to retire by rotation and being eligible offer themselves for re-appointment

- The Board recommends appointment/re-appointment of aforesaid Directors.

- A brief resume of directors being appointed/re-appointment with the nature of their expertise, their shareholding in the Company as stipulated under Clause 49 of the Listing Agreement is appended as an annexure to the notice of the ensuing Annual General Meeting.

- Resignation

Mr. Vijay Ranchan Independent Director of the Company has resigned from the directorship on 25th August, 2012 due to preoccupancy.

7. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) that they have selected such accounting policies 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 profits of the company for that period;

c) that they 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 prevailing the detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis.

8. ADDITIONAL INFORMATION TO SHAREHOLDERS

Your company provides all the latest information on the matters of interest to the investors in the investors section on the website www.gyscoal.com.

9. INSURANCE

All the fixed assets of the company are adequately insured.

10. AUDITORS & AUDITORS REPORT:

Your Company''s Auditors M/s. B.K. Patel, Chartered Accountants, Ahmedabad, hold office until the conclusion of ensuing Annual General Meeting. They have shown their willingness to accept the office as Statutory Auditors for the year 2013-2014, if appointed and further confirmed their eligibility u/s 224(1B) of the Companies Act, 1956 for the same.

You are requested to appoint them and fix their remuneration.

The notes to the accounts referred to in the Auditors Report are self - explanatory and therefore do not call for any further comments. Moreover the Management is in the process of taking necessary steps for payment of pending statutory dues as mentioned in the Auditor''s Report point. (ix)

11. UNPAID AND UNCLAIMED SHARE APPLICATION AMOUNT

Amount of Rs. 25560/- is lying as the Amount of Application money received and due for refund in respect of the IPO of the company in F.Y. 2010-2011. The last date on which the amount will be transferred to IEPF account will be 23rd October, 2017.

Pursuant to Sections 205A and 205C and other applicable provisions, if any, of the Companies Act, 1956, all unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as principal amount of debentures and deposits pertaining to the Company, remaining unpaid or unclaimed for period of seven years from the date they became due for payment, will be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. No claim shall lie against the IEPF or the Company for the amounts so transferred nor shall any payment be made in respect of such claims. The Company has filed necessary details with the office of Registrar of Companies, Ahmedabad, Gujarat Pursuant to rule 3 of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012

12. APPOINTMENT OF COST AUDITOR:

Shri V. H. SHAH, Cost Accountant, having been appointed by the Central Government has conducted the audit of the cost accounting records maintained by the Company for "Steel Plant" for the for the financial year 2011-12 and submitted their report to the Central Government on 12th January, 2013. For filing the Cost Audit Report in XBRL format for the financial year 2011-12, the Ministry of Corporate Affairs has extended the time limit for filing the same with Central Government, upto 28th February, 2013.

The Central Government has also approved the appointment of Shri V. H. SHAH., Practicing Cost Accountant, Ahmedabad as Cost Auditor for conducting audit of cost accounting records maintained by the Company for "Steel Plant" for the financial year 2012-13

13. PARTICULARS OF EMPLOYESS:

The information regarding Particulars of Employees as required under Provision Of section 217(2A) of Companies Act 1956 read with Companies (Particulars Of Employee Rules)1975 as amended are not attached with this report since there are none of the employee who are in receipt of remuneration exceeding the limits specified in the section.

14. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are appended herewith as Annexure I and forms part of this Annual Report

15. INDUSTRIAL RELATIONS:

Industrial relations in your company during the year was peaceful, cordial and healthy. Your company had been able to maintain peaceful industrial atmosphere and mutual trust between the management and the employees.

16. ACKNOWLEDGEMNT:

Your Directors wish to place on record their appreciation for the valuable co-operation and support received from the all the shareholders, customers and suppliers, various financial Institutions, Banks, Central and State Government bodies, Auditors and Legal Advisors which have made possible the excellent results achieved by your company and to all the persons who reposed faith and trust in us. We would also like to express thanks to our shareholders and stakeholders for their confidence and understanding.

Last but not the least, we wish to place on record our appreciation of the sincere services rendered by the employees and our colleagues at all levels, who have put in their best efforts. We look forward to their continued support in future.

For and on behalf of Board Of Directors

Date :30/05/2013 Viral Shah

Place : Ahmedabad (Chairman & Managing Director)


Mar 31, 2012

To The Members Gyscoal Alloys Limited Ahmedabad.

The Directors have pleasure in presenting the Thirteenth Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS:

The financial highlights of the company for the year under review are summarized as under Rs. In lacs

PARTICULARS Current Year Previous Year 2011-2012 2010-2011

Income from Operations 21615.26 19284.29

Other Income 54.43 45.37

Total Income 21669.69 19329.66

Operating & Administrative Expenses 20417.85 18161.95

Operating Profit before Interest and Tax 1251.84 1167.71

Financial Charges 850.26 628.19

Profit Before Tax 401.58 539.52

Exceptional Item 0.00 0.00

Profit after exceptional item 401.58 539.52

Provision for tax (including deferred tax) 148.63 111.72

Profit / (Loss) After tax 252.95 427.80

DIVIDEND

With a view to conserve the liquid resources and to strengthen the financial position of the Company, Your Directors have not recommended any dividend for the financial year ended 31st March, 2012

UTILIZATION OF PROCEEDS OF IPO:

The statement of projected utilization of the IPO proceeds as per Prospectus dated 18th October, 2010 against actual utilization as on 31st March, 2012 is as follows:

Particulars (Amount in lacs)

Utilisation of funds upto 31st March, 2012

Amount Received from IPO 5467.00

Promotor Contribution 1000.00

Income from Investment of IPO Proceeds 98.20

6565.20

Projected Actual

Land Cost 765.38 603.68

Civil Cost 600.00 0.53

Plant & Machinery 4405.11 4264.66

Long Term Working Capital 500.00 538.12

General Corporate Purpose 25.00 10.00

IPO Expenses 482.36 510.69

6777.85 5927.68

Fixed Deposits with Bank 25.52

Investment in Mutual Funds 612.00

Total 6565.20

PUBLIC DEPOSITS:

The Company has not accepted any fixed deposit from public within the meaning of Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Your Company has been practicing good Corporate Governance over the time. In addition to basic governance issue the board lays strong emphasis on transparency, accountability and integrity for building investor confidence, improve investor's protection and maximize long-term shareholder value. A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the required Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement. In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

DIRECTORS:

- Re-Appointment of Managing Director, Whole Time Director & Executive Director

The Board of Directors of the Company has, subject to the approval of the Members, approved the re-appointment of Mr. Viral Shah, as Chairman & Managing Director of the Company, for a period of Five years with effect from 3rd December, 2012 to 2nd December, 2017

The Board of Directors of the Company has, subject to the approval of the Members, approved the re-appointment of Mr. Manish Shah, as Whole Time Director of the Company, for a period of Five years with effect from 30th November, 2012 to 29th November, 2017.

The Board of Directors of the Company has, subject to the approval of the Members, approved the re-appointment of Mrs. Giraben Solanki, as Executive Director of the Company, for a period of Five years with effect from 2nd January, 2013 to 1st January, 2018

- Retirement by rotation.

As per Section 256 of the Companies Act, 1956 and Article of Association of the Company, Mr. Kuren Amin and Mr. Zankarsinh Solanki are liable to retire by rotation and being eligible offer themselves for re-appointment

- The Board recommends appointment/re-appointment of aforesaid Directors.

- A brief resume of directors being appointed/re-appointment with the nature of their expertise, their shareholding in the Company as stipulated under Clause 49 of the Listing Agreement is appended as an annexure to the notice of the ensuing Annual General Meeting.

- Resignation

Mr. Dharmendra Deo Mishra Independent Director of the Company has resigned from the directorship in the beginning of the year due to preoccupancy.

Mr. Vijay Ranchan, Independent Director of the Company has resigned from the directorship as on date of this report due to preoccupancy.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) that they have selected such accounting policies 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 profits of the company for that period;

c) that they 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 prevailing the detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis.

ADDITIONAL INFORMATION TO SHAREHOLDERS

Your company provides all the latest information on the matters of interest to the investors in the investors section on the website www.gyscoal.com.

INSURANCE

All the fixed assets of the company are adequately insured.

AUDITORS & AUDITORS REPORT:

Your Company's Auditors M/s. B.K. Patel, Chartered Accountants, Ahmedabad, hold office until the conclusion of ensuing Annual General Meeting. They have shown their willingness to accept the office as Statutory Auditors for the year 2012- 2013, if appointed and further confirmed their eligibility u/s 224(1B) of the Companies Act, 1956 for the same.

You are requested to appoint them and fix their remuneration.

The notes to the accounts referred to in the Auditors Report are self- explanatory and therefore do not call for any further comments.

APPOINTMENT OF COST AUDITOR:

Vide Notification No.52/26/CAB/-2010 dated, 3rd May, 2011 ordering cost audit of for "Steel Plant" industry for the year ending 31st March, 2012 and pursuant to section 233 B of The Companies Act, 1956, Shri V. H. SHAH is appointed as Cost Auditor of the company w.e.f. 29th June, 2011 to conduct audit of cost accounting records maintained by the Company for "Steel Plant" for the year ending 31st March, 2012. The due date of filing his report as per sub-rule (1) of rule 4 of The Companies (Cost Audit Report) Rules, 2011 to the Central Government and to the company is within one hundred and eighty days from the close of the company's financial year i.e 30th September, 2012

PARTICULARS OF EMPLOYESS:

The information regarding Particulars of Employees as required under Provision Of section 217(2A) of Companies Act 1956 read with Companies (Particulars Of Employee Rules)19575 as amended are not attached with this report since there are none of the employee who was in receipt of remuneration at a rate of not more than Rs.2.00Lacs Per month

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are appended herewith as Annexure I and forms part of this Annual Report

INDUSTRIAL RELATIONS:

Industrial relations in your company during the year was peaceful, cordial and healthy. Your company had been able to maintain peaceful industrial atmosphere and mutual trust between the management and the employees.

ACKNOWLEDGEMNT:

Your Directors wish to place on record their appreciation for the valuable co-operation and support received from the all the shareholders, customers and suppliers, various financial Institutions, Banks, Central and State Government bodies, Auditors and Legal Advisors which have made possible the excellent results achieved by your company and to all the persons who reposed faith and trust in us. We would also like to express thanks to our shareholders and stakeholders for their confidence and understanding.

Last but not the least, we wish to place on record our appreciation of the sincere services rendered by the employees and our colleagues at all levels, who have put in their best efforts. We look forward to their continued support in future.

For and on behalf of Board Of Directors

Date : 27/08/2012 Viral Shah

Place : Ahmedabad (Chairman & Managing Director)

 
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