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Directors Report of India Steel Works Ltd.

Mar 31, 2016

DIRECTORS’ REPORT

Dear Members,

The Directors present their 29th Annual Report and the Company''s Audited Accounts for the financial year ended 31st March, 2016.

1. FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year 2015-16 are given hereunder:

(Rs. in Lakhs)

Particulars

Year ended 31.3.2016

Year ended 31.3.2015

Sales including excise duty/Income including Job work operations

58388.74

51296.63

Operating Profit(EBITDA)

3003.65

2841.59

Finance Costs

985.72

1102.95

Provision for Depreciation

1791.98

1530.88

Profit /(Loss) before tax & exceptional items

225.95

207.76

Current tax

178.03

4.30

Profit /(Loss) after Tax

403.99

212.06

Brought forward profit/ (loss) from last year

(19524.69)

(19736.75)

Exceptional Items

-

-

Balance carried forward to Balance Sheet

(19121.47)

(19524.69)

2. OPERATIONS

During the year under review, the gross revenue increased to Rs.58,388.74 lakh as against Rs.51296.63 lakh in the previous year by 13.82% mainly due to focus on production activities, operating profit (EBITDA) improved to Rs.3003.65 Lakh as against Rs.2841.59 Lakh in the previous year by 5.70% The profit after tax for the year was Rs.403.99 lakh as against Rs.212.06 lakh in the previous year, indicating an increased of 47.51%.

3. DIVIDEND

Keeping in view the need for strengthening financial soundness of the company and considering accumulated losses, the Directors regret their inability to declare any dividend on Equity Shares of the Company during the year under review. However, the Company has paid interim dividend on it''s preference share.

4. FINANCE

(i) Share Capital

The paid-up Equity Share Capital as on 31st March, 2016 was Rs.3980.80 Lakh. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

(ii) Fixed Deposits

The Company has not accepted any deposits from the shareholders or public under applicable provisions of the Companies Act 2013 or rules made there under.

(iii) Particulars of loans, guarantees or investments

The company has not provided any loan or guarantee directly or indirectly to any person or body corporate, during the year under review. The Company also has not invested in the securities of any other Company during the year under review.

5. CORPORATE SOCIAL RESPONSIBILITY

The Company believes in development which is beneficial for the society at large and to practice the corporate values through commitment to grow in socially and environmentally responsible way while meeting the interest of our stake-holders. During the year, the Company voluntarily has undertaken CSR initiatives and contributed '' 380,200/for educational support to underprivileged students from poor town, remote rural and conflict afflicted communities in Khopoli Town area. Distribution of books & note books, scholarship to brilliant students etc.

6. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 18(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle-Blower Policy, whereby employees are free to report violations of laws, rules, and regulations, or unethical conduct to the Audit Committee. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company. During the year the Audit Committee has not received any reference under the policy.

7. RISK MANAGEMENT POLICY

The Company has a risk management policy to identify, mitigate elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. The Board of Directors and senior management team assess the operations and operating environment to identify potential risks and take necessary mitigation actions.

8. RELATED PARTIES CONTRACTS OR ARRANGEMENTS:

The Company has made materially significant Related Party Transactions, as approved by the non-interested shareholders at the 28th Annual General meeting of the Company. Further the said material related Party Transactions made during the year under review were on an arm''s length basis and in the ordinary course of business. Required disclosures are made in Annexure-D. On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions, which is also uploaded on the website of the Company www. India steel. in under the head ‘Investor Relations'' and the weblink is provided in the Corporate Governance Report. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the legal and accounting requirements.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

10. DIRECTORS

(i) Appointment

Ms. Riddhi Shah have been appointed as additional Director independent of Management (in the category of Independent Directors) subject to approval of the Share holders of the Company for a period of 5 years with effect from 25th May, 2016. The strategic investor of the company has appointed Mr. Anant Badjatya on the Board of Directors of the company as it''s nominee director in place of Mr. Mahesh Sheregar Further the details of the above Directors are given in the Corporate Governance Report as well as in the Notice of the Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013 in accordance with the Articles of Association of the Company Mr. Ashwinkumar H. Gupta & Mr. Varun Gupta retires from office by Rotation, and being eligible, offers themselves as provided in the notice are eligible for reappointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 16 (1) (B) of SEBI (LODR), 2015.

Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting seeking your approval to the aforesaid appointments.

(ii) Resignation

Mr. Mahesh Sheregar, has resigned from the office of Director of the Company effective 25th May, 2016. The Board places on record its appreciation of the services rendered by Mr. Mahesh Sheregar during his tenure as a Director.

(iii) Board Evaluation

In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(v) Board Meetings

During the year, four (4) Board Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(vi) Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel in accordance with Section 178 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.

(vii) Audit Committee Policy

The Board has, on the recommendation of the Audit Committee, framed a Policy for selection, appointment and remuneration of Statutory Auditors and Internal Auditor in accordance with the Section 177 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.

11. 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 the Section 134(3)(c) of the Companies Act, 2013:

I. That in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II. That such accounting policies, as mentioned in the Financial Statements as ‘Significant Accounting Policies'' have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

III. 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;

IV. That the annual financial statements have been prepared on a going concern basis;

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

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

12. AUDITORS

(i) Statutory Auditors & Audit Report

The Company has received a letter from M/s. Thanawala & Co., Chartered Accountants regarding their eligibility for the appointment as statutory Auditors of the Company. The said auditors were appointed effective Annual General Meeting held on 28th September, 2015 for a period of 3 years subject to ratification at every Annual general meeting. The shareholders at the ensuing annual general meeting will consider ratification of the appointment of the Statutory Auditors.

There is no qualification, reservation or adverse remark or disclaimer made by the auditor in his report.

(ii) Cost Auditors

The Board has appointed M/s. Vishesh N. Patani (Membership No. 30328) cost Accountants, Mumbai for conducting the audit of cost records of the Company for the financial year ending 31st March, 2017. Approval of the members by way of ordinary resolution ratifying the remuneration to be paid to the cost auditors is appropriate and shall be included in the notice calling the Annual general Meeting of the Company.

(iii) Secretarial Auditor & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Dipti Vartak & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure - A". The qualifications /remarks made by the secretarial auditor addressed herein below:

a. The Company has appointed the CFO in the Board Meeting dated 25th May, 2016 subject to approval of members in the Annual general meeting.

b. The Company has appointed Ms. Riddhi Shah as an Independent Director on its Board of Directors with effect from 25th May, 2016.

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Kindly refer to the write-up in the section Management Discussion and Analysis.

14. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9 annexed as Annexure-B forms part of the Board''s report.

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

The Company has adopted the generally accepted technology for its products. Particulars regarding conservation of energy foreign exchange earnings and outgo are given in Annexure - C as required under The Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 and forms part of this report.

16. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during FY 2015-16.

17. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed section on the Management Discussion and Analysis forms part of this Report.

18. CORPORATE GOVERNANCE

The Company has implemented the provisions of chapter iv of SEBI (LODR), 2015. relating to the Corporate Governance requirements. A Report on Corporate Governance, the Report of Auditors Certificates thereof are given as annexure to this report.

19. PARTICULARS OF EMPLOYEES

During the year under review, the Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as Annexure F

20. INDUSTRIAL RELATIONS

During the year under review, industrial relations at the Company''s unit continued to remain cordial and peaceful.

21. ACKNOWLEDGEMENTS

The Directors express their appreciation for co-operation and encouragement received from all the Shareholders, Business Associates, Dealers, Insurers, vendors, investors and bankers during the year. The Directors also place on record their appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors of

INDIA STEEL WORKS LIMITED

Place: Mumbai Ashwinkumar H. Gupta

Date: 25th May, 2016 Chairman

DIN: 00010850


Mar 31, 2015

Dear Members,

The Directors present their 28th Annual Report and the Company's Audited Accounts for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year 2014-15 are given hereunder:

(Rs. in Lacs)

Particulars Year ended Year ended 31.3.2015 31.3.2014

Sales including excise duty/Income including Job work operations 51296.63 61322.72

Operating Profit(EBIDTA) 2841.59 1304.65

Finance Costs (1102.95) (1518.70)

Provision for Depreciation (1530.88) (1456.16)

Profit /(Loss) before tax & exceptional items 207.76 (118..21)

Current tax (4.30) (2.48)

Profit /(Loss) after Tax 212.06 (1257.38)

Brought forward profit/ (loss) from last year (19736.75) (18479.36)

Exceptional Items - (1136.69)

Balance carried forward to Balance Sheet (19524.69) (19736.75)

OPERATIONS

During the year under review, though the gross revenue declined to Rs. 51296.63 lacs as against Rs. 61322.72 lacs in the previous year by 16.35% mainly due to strategic decision to reduce the lower margin and working capital intensive trading activities and focus mainly on production activities, operating profit (EBIDTA) improved to Rs. 2841.59Lacs as against Rs. 1304.65 Lacs in the previous year by 118%. The net profit after tax for the year was ' 212.06 lacs as against loss of Rs. 1257.37 lacs in the previous year;

DIVIDEND

Keeping in view the need for strengthening financial soundness of the company and considering accumulated losses, the Directors regret their inability to declare any dividend on Preference Shares as well as on Equity Shares of the Company during the year under review.

FINANCE

(i) Share Capital

The paid-up Equity Share Capital as on 31st March, 2015 was Rs. 3980.80 Lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

(ii) Fixed Deposits

The Company has not accepted any deposits from the shareholders or public under applicable provisions of the Companies Act 2013 or rules made there under.

(iii) Particulars of loans, guarantees or investments

During the year under review, the inter-corporate loans of Rs. 3.83 lacs has been refunded to the Company on 25th day of May,2015 and no other loan is outstanding. The company has also not provided any loan or guarantee directly or indirectly to any person or body corporate, during the year under review. The Company also has not invested in the securities of any other Company during the year under review.

(iv) Revaluation of Assets

During the year company has revalued factory land at Khopoli by Rs. 7413. 22 Lacs.

CORPORATE SOCIAL RESPONSIBILITY

The Company believes in development which is beneficial for the society at large.As per the relevant provisions of the Companies Act, 2013, the Company is not required to incur any expenditure in pursuance of CSR Policy.

The Company has voluntarily incurred Rs. 4.75 Lacs making Donation for educational support to underprivileged students from poor town ,remote rural and conflict afflicted communities In Khopoli Town Area, Distrubution of Books & Note Book etc.,Blood Donation Camp, Scholership to Brilliant Students etc.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Company has adopted a Whistle-Blower Policy, whereby employees are free to report violations of laws, rules, and regulations, or unethical conduct to the Audit Committee. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company can be accessed at http://www.indiasteel.in/pdfs/ Vigil%20Mechanism%20Policy%20&%20Whistle%20Blower%20Mechanism.pdf. During the year the Audit Committee has not received any reference under the policy.

RISK MANAGEMENT POLICY

The Company has a risk management policy to identify, mitigate elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. The Board of Directors and senior management team assess the operations and operating environment to identify potential risks and take necessary mitigation actions.

RELATED PARTIES CONTRACTS OR ARRANGEMENTS:

The Company has made materially significant Related Party Transactions, as approved by the non-interested shareholders at the 27th Annual General meeting of the Company. Further the said material related Party Transactions made during the year under review were on an arm's length basis and in the ordinary course of business. Required disclosures are made in Annexure-D. On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions, which is also uploaded on the website of the Company www.indiasteel.in under the head 'Investor Relations' and the weblink is provided in the Corporate Governance Report. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the legal and accounting requirements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

DIRECTORS

(i) Appointment

Mr.T.R Bajalia, Mr. Gaurav Chhabria have been appointed as additional Directors independent of Management (in the category of Independent Directors) subject to approval of the Share holders of the Company are proposed for appointment as Independent Directors for a period of 5 years with effect from 13th february,2015. The Board has also appointed Mr. S. P. Khosla, existing Independent Director for a period of 2 years with effect from 13th february,2015 subject to the approval of the Share holders of the Company. The Board has also appointed Mrs. Kavita R. Joshi additional Director independent of Management (in the category of Independent Directors) subject to approval of the Share holders of the Company is proposed for appointment as Independent Directors for a period of 5 years with effect from 30th May, 2015. Further the details of the above Directors are given in the Corporate Governance Report as well as in the Notice of the Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013 the Directors Liable to retire by Rotation as provided in the notice are eligible for reappointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting seeking your approval to the aforesaid appointments.

(ii) Resignation

Mr.Neeraj D. Agarwala, has been resigned from the office of Independent Director of the Company effective 12th February,2015. The Board places on record its appreciation of the services rendered by Mr. Neeraj D. Agarwala during his tenure as a Director.

(iii) Board Evaluation

In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(v) Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. More details of the same are given in the Corporate Governance Report.

(vi) Board Meetings

During the year, five (5) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

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 the Section 134(3)(c) of the Companies Act, 2013:

I. That in the preparation of the annualfinancial statements for the year ended March31, 2015, the applicable accounting standardshave been followed along with properexplanation relating to material departures, ifany;

II. That such accounting policies, as mentioned in the Financial Statements as 'Significant Accounting Policies' have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2015 and of the profit of the Company for the year ended on that date;

III. 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;

IV. That the annual financial statements have been prepared on a going concern basis;

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

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

AUDITORS

(i) Statutory Auditors & Audit Report

The Company has received a letter from M/s. Thanawala& Co., Chartered Accountants regarding his eligibility for the appointment as statutory Auditors of the Company. The said auditor was appointed effective Annual General Meeting held on 8th September, 2014 for a period of 3 years subject to ratification at every Annual general meeting. The shareholders at the ensuing annual general meeting will consider ratification of the appointment of the Statutory Auditors.

There are no qualification, reservation or adverse remark or disclaimer made by the auditor in his report.

(ii) Cost Auditors

The Board has appointed M/s. Vishesh N. Patani (Membership No. 30328) cost Accountants, Mumbai for conducting the audit of cost records of the Company for the Financial year ending 31st March, 2016. Approval of the members by way of ordinary resolution ratifying the remuneration to be paid to the cost auditors is suitable included in the notice calling the Annual general Meeting of the Company.

(iii) Secretarial Auditor & Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. V.M. Kundaliya& Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure - A". The qualifications /remarks made by the secretarial auditor addressed herein below:

a. The Company has shortlisted a candidate and shall appoint the CFO by end of September, 2015.

b. The Board has appointed an independent women Director on 30th day of May, 2015 subject to approval of the share holders in the ensuing Annual general Meeting.

c. The Company had granted loans of Rs. 3.83 Lakhs to entities in which the Directors are interested, which has been refunded on 25th, May, 2015.

d. The prescribed form MGT-15 was under filling.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Kindly refer to the write-up in the section Management Discussion and Analysis.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9 annexed as Annexure-B forms part of the Board's report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has adopted the generally accepted technology for its products. Particulars regarding conservation of energy foreign exchange earnings and outgo are given in Annexure - C as required under The Companies Act,2013 read with The Companies (Accounts) Rules, 2014 and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed section on the Management Discussion and Analysis forms part of this Report.

CORPORATE GOVERNANCE

The Company has implemented the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance requirements. A Report on Corporate Governance, the Report of Auditors Certificates thereof are given as annexure to this report.

PARTICULARS OF EMPLOYEES

During the year under review, the Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as Annexure E to this Report.

INDUSTRIAL RELATIONS

During the year under review, industrial relations at the Company's unit continued to remain cordial and peaceful. ACKNOWLEDGEMENTS

The Directors express their appreciation for co-operation and encouragement received from all the Shareholders, Business Associates, Dealers, Insurers, vendors, investors and bankers during the year. The Directors also place on record their appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors of INDIA STEEL WORKS LIMITED

Ashwinkumar H. Gupta Chairman

Place: Mumbai Date: 30th May, 2015


Mar 31, 2014

Dear Members,

The Directors present their 27th Annual Report and the Company''s Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Particulars Year ended Year ended 31.3.2014 31.3.2013

Sales including excise duty/Income including Job work operations 67102.01 79300.17

EBIDTA 1304.65 1765.21

Finance Costs (1518.70) (1446.69)

Provision for Depreciation (1456.16) (1397.72)

profit /(Loss) before tax & exceptional items (1670.21) (1079.19)

Current tax (2.48) (1.50)

Brought forward profit/ (loss) from last year (18479.36) (17398.30)

Exceptional Items 415.30 (0.37)

Balance carried forward to Balance Sheet (19736.75) (18479.37)

OPERATIONS

During the year under review the Company has achieved a sales turnover of Rs. 67102.01Lacs as against a turnover of Rs. 79300.17Lacs in the previous year. The Operating profit before Finance costs and Depreciation amounted to Rs.1304.65 Lacs (previous year Rs.1765.21 Lacs). The loss for the year stood Rs.1257.38 Lacs as against Rs.1081.06 Lacs in the previous year.

DIVIDEND

Considering the current and accumulated losses, the Directors regret their inability to declare any dividend on Preference Shares as well as on Equity Shares of the Company.

EXPORTS

During the period in report, the Company participated in various International trade fairs and was able to reach out to new and established customers. The entire product line of the Company continues to be well accepted by the quality conscious markets. Other than indirect exports, channeled through Traders and other fnishing line manufacturers, during the year, the Company directly earned equivalent to Rs.1148.70 Lacs on exports made on FOB basis compared to exports of Rs.57.67 Lacs in the previous year.

FINANCE

Since 2012, the Company has paid off all the Lenders under the CDR Scheme of the Company and received ''No Dues Certifcates''. The Preference shares issued under CDR Scheme are due for redemption from September 2017 onwards only. However, adequate working capital and liquidity remains cause of concern for the optimal operations of the Company. The Company has now tied up cash credit facilities to the extent of Rs.20 Crs from Dombivli Nagari Sahakari Bank Limited (DNSB),. The Company continues to avail the term loan and working capital facilities from Kotak Mahindra Bank.

EQUITY CAPITAL STRUCTURE

During the year under review the paid up equity capital of the Company has been increased from Rs.2340.80 Lacs to 3980.80 Lacs by way of preferential allotment of 1640 Lacs equity shares at a premium to Promoters group Companies & others,in accordance with approval granted by the members at the last annual general meeting. After the said allotment, the Promoters hold 49.88 % of the equity share capital of the Company & thus continued remaining committed to the Company.

UTILISATION OF FUNDS

The funds raised by the Company has been fully utilized by the Company for the purposes it was raised. The utilization of Issue proceeds are placed before the Audit Committee of the Board on Quarterly and Annual basis.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

There were no employees in receipt of Remuneration as requiring disclosure under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules 1975, as amended up to date.

Information relating to conservation of energy and technology absorption as required under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988, is given in Annexure and forms part of this report.

FIXED DEPOSITS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm:

(i) that in the preparation of the annual accounts for the year ended 31st March 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(ii) that appropriate accounting policies have been selected and have been applied consistently, they have 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 as at 31st March 2014 and of the loss of the Company for that period;

(iii) that proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

DIRECTORS

During the year under review, Mr. Varun S. Gupta and Mr. Bimal Desai retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. According to the provisions of the Companies Act, 2013 independent directors shall hold office for a term of up to five consecutive years on the Board and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company. The independent directors of the Company were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The said directors will continue to serve their existing term as per the resolution pursuant to which they were appointed. In view of this, Mr. Bimal Desai, independent Director will complete his present term, at the ensuing AGM, and being eligible and seeking re-appointment, be considered by the shareholders for re-appointment for a term up to five consecutive years.

Mr. Ashwinkumar H. Gupta, Whole-time Director designated as Executive Chairman, will be successfully completing his tenure and as such, his re-appointment for a further period of three years effective from 1st November, 2014, subject to necessary sanctions / approvals is recommended.

After withdrawal of Mr. Subrat Dey, nominee of Asset Reconstruction Company Limited (ARCIL) w.e.f 22.05.2013, number of independent Directors are less than fifty percent of the total strength of the Board. Suitable persons will be recommended for approval of the shareholders of the Company to hold the office of independent Directors.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed section on the Management Discussion and Analysis forms part of this Report.

CORPORATE GOVERNANCE

The Company has implemented the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance requirements. A Report on Corporate Governance, the Report of Auditors Certifcates thereof and Management Discussion and Analysis are given as annexure to this report.

AUDITOR & AUDITORS'' REPORT

The Company has received letter from M/s. Thanawala & Co., Chartered Accountants to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

COST AUDITORS

M/s. Vishesh N. Patani, Cost Accountants, Mumbai was appointed for conducting the audit of cost records of the Company for the financial year 2013-14.

The said cost accountants have been re-appointed by the Board of Directors of the Company on the recommendations of the Audit Committee, as the Cost Auditors of the Company for the financial year 2014-2015.

INDUSTRIAL RELATIONS

The Industrial relations have been cordial and peaceful during the year under review. The Directors wish to place on record their appreciation of the devoted and dedicated services rendered by employees at all levels and look forward to their continued support and co-operation in the days to come.

ACKNOWLEDGEMENTS

The Directors express their appreciation for co-operation and encouragement received from all the Shareholders, Business Associates, Dealers, Insurers, vendors, investors and bankers during the year. The Directors also place on record their appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

By order of the Board of Directors

Place: Mumbai Ashwinkumar H. Gupta

Date: 28th May, 2014 CHAIRMAN


Mar 31, 2013

Dear Shareholders,

The Directors present their 26th Annual Report and the Audited Statement of Accounts along with the Report of the Auditors for the financial year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs) Particulars Year ended Year ended 31.3.2013 31.3.2012

Sales/Income iincluding Job work operations 72486.38 60137.14

EBIDTA 1765.21 2079.10

Finance Costs (1446.69) (1476.88)

Provision for Depreciation (1397.72) (1383.26)

Profit /(Loss) before tax & exceptional items (1079.56) (781.04)

Current tax (1.50) (1.89)

Brought forward profit/ (loss) from last year (17398.30) (16685.04)

Exceptional Items (0.37) (1.48)

Balance carried forward to Balance Sheet (18479.37) (17398.30)

OPERATIONS

Even in the background of sluggish economy, the Company was able to maintain credible and sustainable, year-on-year growth of 20% by clocking a turnover of Rs.724.86crs in year under review as against a turnover of Rs.601.37crs in the previous year of 2011-12. The impetus has been to widen and deepen the customer service base with a slow transit from job work to own manufacturing. However, pressure on EBIDTA margins continued, stemming from high cost of raw material finance from the creditors leading to a net loss of Rs.10.79crs.

During the year under review, the bright bar division was shifted from Turbhe to Khopoli, thus, completing the consolidation of all the manufacturing facilities of the Company at Khopoli. Your Directors at its meeting held on 30.5.2013 has considered sale of Turbhe Lease hold Property as per the mandates obtained through postal ballot

DIVIDEND

Taking into account the losses, the Directors regret their inability to declare any dividend on Preference Shares as well as on Equity Shares of the Company.

EXPORTS

The Company has been making aggressive forays in the international markets with regular customer meets and participation in international trade fairs for marketing the high value products. Though, direct exports of the Company, during the year under review, accounted to Rs.57.67Lacs only (previous year Rs. 1.19Lacs), the products of the Company being exported by traders and other associateswere well received.

FINANCIAL RESTRUCTURING

The Company is close to a successful exit from its financial restructuring under the aegis of Corporate Debt Restructuring (CDR) Scheme. Majority of the dues including the entire principal amounts were paid off in the financial year under review, while partial dues were converted into preference shares in accordance of the CDR Scheme. Financial closures in form of ''No Dues Certificate'' were received from many CDR and all the Non-CDR lenders of the Company. General Insurance Company Limited and New India assurance Company Limited assigned their debts under CDR to Kotak Mahindra Bank Limited (KMBL). KMBL gave a fresh sanction for the same.Punjab & Sind Bank and Oriental Bank of Commerce, who admitted to full satisfaction of their dues with interest, in the Hon''able High Court of Bombay, have failed to provide their ''No Dues Certificate'' on account of their own procedural lags till the date of this Report.The liquidated damages, delayed payment interest, etc., have been paid to the satisfaction of ARCIL, in the current year and ARCIL has issued a ''No Dues Certificate'', on 22nd day of May, 2013. Fresh Funding

The Company has obtained a long term loan of Rs.10.68 Crore & working capital facilities to the tune of Rs.26 crs from Kotak Mahindra Bank Limited (KMBL).

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

Pursuant to Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules 1975, as amended up to date, the names and other particulars are set out in the Annexure to the directors Report. However as per the provisions of the Section 219(1)(b)(iv) of the Companies Act, 1956, this Report is sent to the shareholders excluding the said information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company. Information relating to conservation of energy and technology absorption as required under section 217 (1) (e) of the Companies Act, 1956, readwith the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988, is given in Annexure and forms part of this report.

FIXED DEPOSITS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm:

(i) that in the preparation of the annual accounts for the year ended 31st March 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(ii) that appropriate accounting policies have been selected and have been applied consistently, they have 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 as at 31st March 2013 and of the loss of the Company for that period;

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

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

DIRECTORS

Mr. Mahesh Sheregar and Mr. S.P.Khosla retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. Mr. Mahesh Kedia, a Chartered Accountant & Mr. Gaurav Chhabria, were appointed as alternate Directors to Mr. Bimal Desai & Mr. S. P. Khosla respectively, effective from 29th May,2012.They did not hold any shares of the Company. Mr. Mahesh Kedia, ceased to be alternate Director to Mr. Bimal Desai effective 11th day of July, 2012 and Mr. Gaurav Chhabria ceased to be alternate Director to Mr. S.P.Khosla effective 3rd day of October, 2012.

Mr. Sudhir H. Gupta, Jt. Managing Director re-designated as Managing Director in the year 2009 will be successfully completing his tenure as such, his reappointment for a further period of five years effective from 1st day of September,2013, subject to necessary sanctions / approvals is recommended.

Asset Reconstruction Company Limited (ARCIL) had replaced Ms. ShrutiKumar by nominating Mr. Subrat Dey in her place, effective 9th day of August,2012.Upon payment of dues towards full & final settlement, ARCIL has withdrawn Mr .Subrat Dey w.e.f 22.05.2013.

The Board gratifies the incredible contributions made by the alternate / nominee Directors during their respective tenures as Director of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed section on the Management Discussion and Analysis forms part of this Report.

CORPORATE GOVERNANCE

The Company has implemented the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance requirements.A Report on Corporate Governance, the Report of Auditors Certificates thereof and Management Discussion and Analysis are given asannexure to this report.

AUDITORS

MessrsThanawala& Co., Chartered Accountants, retire at the ensuing Annual General Meeting and they being eligible, offerthemselves for re-appointment as Auditors of the Company.

M/s. Vishesh N. Patani, Cost Accountants, Mumbai have furnished a Certificate of their eligibility for re-appointment Under Section224(1- B) of the Companies Act, 1956, Certificate for independence and arm length relationship with the Company and are not disqualified for such appointment. The said cost accountants have been re-appointed by the Board of Directors of the Company onthe recommendations of the Audit Committee, as the Cost Auditors of the Company for the financial year 2013-2014.

AUDITORS'' OBSERVATIONS

Accumulated losses has exceeded 50% of the Net Worth of the Company. Your Directors have decided to bring in further capital and increase the equity share capital of the Company so as to make the net worth positive. With this the Directors are hopeful to turnaround the Company, further the company was under CDR hence, no reference has been made to Board for Industrial & Financial reconstruction.

The Company is in the process of getting the Details of trade creditors to identify the micro, small and medium enterprises as per The Micro, Small and Medium Enterprises Development Act, 2006 so as to quantify the amount of overdue interest payable to them, if any.

INDUSTRIAL RELATIONS

The Industrial relations have been cordial and peaceful during the year under review. The Directors wish to place on record theirappreciation of the devoted and dedicated services rendered by employees at all levels and look forward to their continued support and co-operation in the days to come.

ACKNOWLEDGEMENTS

The Directors express their appreciation for co-operation and encouragement received from all the Shareholders, Business Associates, Dealers, Insurers, vendors, investors and bankers during the year. The Directors also place on record their appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

By order of the Board of Directors

Place: Mumbai Ashwinkumar H. Gupta

Date: May 30, 2013 CHAIRMAN


Mar 31, 2012

The Directors are pleased to present their 25th Annual Report and the Audited Statement of Accounts along with the Report of the Auditors for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Particulars Year ended Year ended 31.3.2012 31.3.2011

Sales/Income including Job work operations 60137.14 29960.11

EBIDTA 2079.10 513.66

Finance Costs (1476.88) (771.59)

Provision for Depreciation (1383.26) (1371.28)

Profit /(Loss) before tax & exceptional items (781.04) (1629.21) Current tax (1.89) (19.41)

Brought forward profit/ (loss) from last year (16685.04) (15327.10)

Exceptional Items (69.67) 290.99

Balance carried forward to Balance Sheet (17398.30) (16685.04)

OPERATIONS

During the year under review, company's proposal to consolidate all the manufacturing facilities at Khopoii Including shifting of the Bright Bar Division from Turbhe to Khopoii are under considerable progress.

The rationalisation measures taken by the Company are long term, where in operation should gradually be strengthened further in the current year. Visible progress is evident from the sales turnover achieved. Your company has this year too maintained the sales growth rate of more than 100% and achieved Sales Turnover of Rs. 60137.14 lakhs as against the Sales Turnover of Rs. 29960.11 lakhs for the year 2010-11. The profitability of the company has improved and the net loss has been reduced from Rs. 1629.21 Lacs as of 31.03.2011 to Rs.781.04 Lacs as of 31.03.2012.

DIVIDEND

Taking into account the accumulated losses, the Directors regret their inability to declare any dividend on Preference Shares as well as on Equity Shares of the Company.

EXPORTS

During the year, me Company has initiated customer meets world over and has participated in leading International Trade fair for marketing Stainless steel wires and bars. Exports of the Company during the year under review accounted only to Rs. 1.19Lacs (previous year Rs. 288.82 Lacs).

FINANCIALS

As of 31.03.2011 the company has secured debts of Rs. 6298.20 lacs under the Corporate Debt Restructuring Scheme approved by CDR and accepted by the various tenders. During the period under review the has paid substentialy and reduced the CDR Secured Debts to RS. 884.89 lacs. The Company has paid full and final dues of Oriental Bank of Commerce Ltd, Punjab and Sindh Bank Ltd and International Asset Reconstruction Company Ltd. New India Assurance Company Limited and General Insurance Company Limited have assigned their debt to Kotak Mahindra Bank Limited. The Company has also issued and allotted 0.01% Cumulative Redeemable Preference shares of Rs.10/- each to New India Assurance Company Limited as per the CDR scheme. The company has paid the principle outstanding of the Asset Reconstruction Company of India Ltd.

Durng the year under review, the Hon' High Court Bombay had passed an ex-parte order in the Company petition filed by one of the creditors of the Company for Rs. 3.47 lacs, due to non appearance of the Lawyer appointed by the Company. The Company had filed an application and contested for disposal of the Company Petition as withdrawn and set-aside of the said order. The Company application was allowed, heared from time to time & finally disposed off as withdrawn on 10th April,2012. Simultaneously, the Company petition pending before The Hon' High Court since long has been disposed off as withdrawn upon payment of Rs. 350 Lacs to Commerzbank.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956 Information relating to conservation of energy and technology adsorption as required under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rues, 1988, is given in Annexure and forms part of this report.

FIXED DEPOSITS

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

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm :

(i) that in the preparation of the annual accounts for 'the year ended 31st March 2012, The applicable accounting standard hoc been followed along with proper explanation relating to material departures, if any;

(ii) that appropriate accounting policies have been selected and have been applied consistently, they have 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 as at 31st March 201 2 and of the loss of the Company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assess of the Company and for preventing and detecting fraud and other irregularities; and

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

DIRECTORS

During the year under review, Mr. Bimal Desai and Mr. Neeraj Agarwala will retire by rotation at the ensuing Annual General Meeting, and being eligible, offers themselves for re-appointment. Mr. Mahesh Kedia & Mr. Caurav Chhabria are appointed as alternate Director to Mr. Bimai Desai & Mr. S. P. Khosla effective 29th May,2012.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed section on the Management Discussion and Analysis forms part of this Report.

CORPORATE GOVERNANCE

The Company has implemented the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance requirements. A Report on Corporate Governance, the Report of Auditors Certificates thereof and Management Discussion and Analysis are given as annexure to this report.

EMPLOYEES' STOCK OPTION SCHEME

Members' approval was obtained at the Extra-ordinary General Meeting held on June 5, 2006 for introduction of Employees Stock Option Scheme, formulated in accordance with Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ('the SEBI Guidelines'). The Remuneration Committee was to administer and monitor the Scheme. Initially, 30,00,000 equity shares were issued for this Scheme. As no options were granted, your Board of Directors, have cancelled the shares so issued under the Scheme during the year under review. Hence, no disclosures as stipulated under the SEBI Guidelines, as at March 31, 2012, are applicable.

AUDITORS

Messers Thanawala & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and they being eligible, offer themselves for re-appointment as Auditors of the Company.

M/s. Vishesh N. Patani, Cost Accountants, Mumbai have furnished a Certificate of their eligibility for re-appointment Under Section 224(1-Bj of the Companies Act, 1956, Certificate for independence and arm length relationship with the Company and are not disqualified for such appointment. The said cost accountants have been re-appointed by the Board of Directors of the Company on the recommendations of the Audit Committee, as the Cost Auditors of the Company for the financial year 2012-2013, subject to the approval of the Central Government.

AUDITORS' QUALIFICATIONS

Interest free Funds available with the Company from the related parties are in excess of the loans & advances given by the Company to the related parties.

The Company is in the process of getting the Details of trade creditors to identify the micro, small and medium enterprises as per The Micro, Small and Medium Enterprises Development Act, 2006 so as to quantify the amount of overdue interest payable to them, if any.

INDUSTRIAL RELATIONS

The Industrial relations have been cordial and peaceful during the year under review. The Directors wish to place on record their appreciation of the devoted and dedicative services rendered by employees at all levels and look forward to their continued support and co-operation in the days to come.

ACKNOWLEDGEMENTS

The Directors express their appreciation for cooperation and encouragement received from all the Business Associates. Dealers, CDR Cell, Financial Institutions, Bankers, Insurers and Shareholders during the year under review.

By order of the Board of Directors

Ashwinkurnar H. Gupta CHAIRMAN

Place: Mumbai Date: May 29, 2012


Mar 31, 2010

The7 Directors present their Twenty-third Annual Report together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS (Rs. in Crs)

Particulars Year ended Year ended

31.3.2010 31.3.2009

Sales/Income including Job work

operations 102.17 144.64

Operating Profit / (Loss) (4.47) (13.93)

Interest (6.24) (2.91)

Provision for Depreciation (13.60) (13.60)

Exceptional item income 6.14 -

Remission /Waivers under

settlement with lenders 1.83 -

Profit/(Loss) before tax (16.34) (30.44)

Current tax (0.004) (0.004)

FBT - (0.08)

Brought forward profit/(loss)

from last year (135.03) (97.03)

Prior Period Adjustments (1.89) (7.48)

Balance carried forward to Balance

Sheet (153.27 (135.03)

OPERATIONS

It has been an important year for the Company. While the markets world-wide were reeling under the economic turmoil, the Company sought to reinforce and consolidate its operations. Several bold initiatives marked their presence during the year.

The reinstatement of the facility at Khopoli was partially completed such that production could be re-started. The plant has been fully geared up for optimum operations, from machinery and equipment to systems and controls. The facilities have been commensurately streamlined for stocking and deliveries. The entire Management and administration office, except for a small corporate office, has been shifted to Khopoii, for a concentrated and rationalized effort.

At the Turbhe facility, which was enveloped in recurring losses due to high operational costs, a Voluntary Retirement Scheme was offered to the Workers. The Scheme was well received and was successfully implemented in the current year to sever off all the workers at the Facility. It is proposed to consolidate all facilities at one location to increase efficiency.

Post consolidation, the main constraint of the Company would be working capital. To address this, the Company has undertaken to zero down its restructured debts and raise fresh working capital from the market for optimizing production capabilities. A positive step in that direction is to sell or otherwise dispose of the facility at the Turbhe Plant and utilize the proceeds for retiring the existing restructured debts.

The rationalisation measures taken by the Company are long term wherein operations should gradually strengthen in the current year. Visible progress is being made, which, though slow, is balanced and certain.

However, in the immediate term, the impact of the global slow down and internal efficacies was evident. The Company could make an annual turnover of Rs.102.17 against a turnover of Rs. 144.64 crores in the previous financial year and booked losses to the tune of Rs. 16.34 crores after taking into account all exceptional items. A part of the losses could be set-off against the full and final settlement of the insurance claim receivable still pending with the Insurance Company.

DIVIDEND

Taking into account the current and accumulated losses, the Directors regret their inability to declare any dividend on Preference Shares as well as on Equity Shares of the Company.

EXPORTS

During the year, the Company has initiated customer meets world over and has participated in various leading international Trade fairs for marketing Stainless steel wires and bars. Though, the Companys direct exports accounted to Rs.43.73Lacs only, during the year under review, the Company has been able to cater to the international market through traders and other associates. Having the required technical and marketing edge to compete in the international stainless steel market, the Company is in process of tying up with various reputed International Companies for marketing of its products.

FINANCIAL RESTRUCTURING

In the last quarter of the year, the proposal for rescheduling of payments under Corporate Debt Restructuring (CDR) Scheme of the Company was approved by the CDR EG, and the Company started making payments to the Lenders accordingly. There is no pending litigation against the Company in the Debt Recovery Tribunal, all litigations have been effectively settled with mutual consent.

The Settlement Agreement executed with Commerz Bank has been lying in abeyance for want of permission of Reserve Bank of India. The Company is in process of making appropriate application in the High Court of Bombay in the winding up petition filed by Commerz Bank to take cognisance of this Settlement Agreement.

STRATEGIC TIE-UP

The hectic parleys which started last year finally marked another new beginning for the Company in the current year, with the strategic investment into the Company by TB Investments Limited. A preferential placement of 2,70,00,000 equity shares of face value of Re.l was made to TB Investments Limited, at Rs.7 per share, well above SEBI pricing of Rs.5.64 per share.

TB Investments Limited is a group Company of ANC Holdings LLC, an Industrial conglomerate based in Dubai, ranked among the top 100 business houses in Dubai. The group already has business interests in the steel business in Dubai and is looking to strengthen these interests by creating synergies in procurement, production and marketing to add value to both the Companies.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

Information relating to conservation of energy and technology absorption as required under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure and forms part of this report.

There were no employees in receipt of remuneration, requiring disclosure under Section 217 (2A) of the Companies Act, 1956.

FIXED DEPOSITS

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

DIRECTORS RESPONSIBILITY STATEMENT

On the basis of information placed before them, the Directors state-

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

(ii) that appropriate accounting policies -have been selected and have been applied consistently, and they have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

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

DIRECTORS

During the year, the scion from the Promoter Family, Mr. Varun Gupta was inducted on the Board as an Additional Director, and, later in the current year, his appointment has been confirmed as an Executive Director at the Extra-ordinary General Meeting of the Company.

In the current year, the Company received nomination for appointment of Ms, Shruti Kumar as a Nominee Director of Asset Reconstruction Company (India) Limited (ARCIL) on the Board of the Company. Ms, Shruti Kumar is proposed to be appointed at the Annual General Meeting of the Company as Nominee Director.

Further, in the current year, Mr. Mahesh Sheregar, nominee of the Investor - M/s TB Investments Limited, was appointed

as an Additional Director on the Board. The Company has received a notice from a Member to appointment MR. Mahesh I

Sheregar as a Director liable to retire by rotation.

Mr. Bimal Desai and Mr. Neeraj Agarwal will retire by rotation at the ensuing Annual General Meeting, and being eligible, they offers themselves for re-appointment.

CORPORATE GOVERNANCE

The Company has implemented the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance requirements. Annual Report contains a separate segment on the same.

EMPLOYEES STOCK OPTION SCHEME

Members approval was obtained at the Extra-ordinary General Meeting held on June 5, 2006 for introduction of Employees Stock Option Scheme.

Employees Stock Option Scheme has been formulated in accordance with Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the SEBI Guidelines) and the Remuneration Committee will administer and monitor the Scheme. Initially, 30,00,000 equity shares have been issued for this Scheme. However, no options have been granted till March 31, 2010. Hence, no disclosures as stipulated under the SEBI Guidelines, as at March 31, 2010, are applicable as yet.

AUDITORS

Messrs Thanawala & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and they being eligible, offer themselves for re-appointment as Auditors of the Company.

AUDITORS QUALIFICATIONS

Balance confirmations were sought from all concerned porties for receivables, loans and deposits, advances, debtors, sundry creditors, other liabilities, secured and unsecured lenders. However, many of the confirmations and reconciliations were not received by the Company till the time of finalisation of the accounts.

There were certain loans advanced to related parties and certain loans and advances received from related parties. However, the loans together with advances received from related parties by the Company by far exceeded the loans advanced by the Company to the related parties.

INDUSTRIAL RELATIONS

The Companys emphasis on the human relations, even in the most stringent times, was acknowledged with the accreditation of "Best Employer-Employee relationship Award", presented by the Honble Chief Minister of Maharashtra, Mr. Ashok Chavan to the Company on May 1, 2010.

During the current year, the Company also signed off the Workers Wage Settlement Agreement for three years. The Industrial relations have been cordial and peaceful during the year under review.

The Directors appreciate the commitment of the employees at all levels and look forward to their continued support and co-operation in the days to come.

ACKNOWLEDGEMENTS

The Directors express their appreciation for all Business Associates with a special mention for New india Assurance Company of India Limited for the solidarity reposed in the Company in its critical times. In the times ahead, the Directors look forward to co-operation and encouragement from all the Business Associates, Dealers, CDR Cell, Financial Institutions, Bankers, Insurers and Shareholders.



By order of the Board of Directors



Ashwin Gupta

Mumbai: September 6, 2010 CHAIRMAN

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