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Directors Report of MSP Steel & Power Ltd.

Mar 31, 2018

Dear Members,

PERFORMANCE

We are pleased to present you the 49th Annual Report of your Company along with the Standalone and Consolidated Audited Financial Statements and the Auditor''s Report for the financial year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year ended 31st March, 2018 is summarised below:

Particulars

Standalone

Consolidated

F.Y. 17-18 (Rs. in Lacs)

F.Y. 16-17 (Rs. in Lacs)

F.Y.17-18 (Rs. in Lacs)

F.Y.16-17(Rs in Lacs)

Revenue from Operations

118794.72

84,283.58

118794.72

84283.58

Other Income

261.85

105.16

261.85

105.26

Total Income

119056.57

84,388.74

119056.57

84388.84

Total Expenses (D)

125688.60

94,794.36

125688.60

94809.07

Profit/(Loss) Before Tax (E=C-D)

(6632.03)

(10405.62)

(6632.03)

(10420.23)

Add/(Less): Exceptional Items(F)

476.24

476.24

-

Less: Tax Expenses (G)

Income Tax for Earlier Years

-

154.05

-

154.05

Deferred Tax

(585.27)

(1,199.23)

(585.27)

(1199.23)

Profit/(Loss) for the Year (E F-G)

(5570.52)

(9,360.44)

(5570.52)

(9375.05)

Share of Profit/(Loss) of Associates

N.A

N.A

1.74

(13.92)

The financial statements have been prepared in accordance with Indian Accounting Standards ("Ind AS") as prescribed under Section 133 of the Companies Act, 2013 read with rule 7 of The Companies (Accounts ) rules, 2014. Indian Generally Accepted Accounting Principles (GAAP) has been replaced by Ind AS. Accordingly your Company has adopted Indian Accounting Standards ("Ind AS") from 1st April, 2016 with a transition date of 1st April, 2015 and this financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued there under and the other accounting principles generally accepted in India. The financial statements for the year ended 31st March, 2016 have been restated to comply with the IND AS to make them comparable.

Indian Accounting Standards shall also be applicable to subsidiary companies, joint ventures or associates of the Company. Hence, the financial statement of MSP Cement Limited, AA EssTradelinks Pvt. Ltd. and Madanpur South Coal Company Limited shall be prepared in accordance to it.

OPERATIONAL PERFORMANCE

The growth in the Indian steel sector has been driven by domestic availability of raw materials such as iron ore and cost-effective labour. Consequently, the steel sector has been a major contributor to India''s manufacturing output The significant increase in global steel prices from November 2017 which began with rise in raw material prices — iron ore, coking coal and scrap — and increase in global oil prices were factors which made it possible for rise in steel consumption by 3.1% from last year. In the current year also till October 2017, the rise in steel consumption for the first 7 months was confined to 4.5%.

India''s crude steel production was up 4.4 per cent and stood at 93.11 million tonnes (mt) for the period April 2017 to February 2018, compared with April 2016 to February 2017, which has helped India to overtake Japan and becomes the second largest producer of crude steel in the world.

According to the data released by Department of Industrial Policy and Promotion (DIPP), the Indian metallurgical industries attracted Foreign Direct Investments (FDI) to the tune of US$ 10.56 billion in the period April 2000- December 2017.

The Union Cabinet, Government of India has approved the National Steel Policy (NSP) 2017, as it seeks to create a globally competitive steel industry in India. NSP 2017 targets 300 million tonnes (MT) steel-making capacity and 160 kgs per capita steel consumption by 2030.

Consolidated Results

Your Company has achieved a gross revenue of Rs. 118794.72 Lacs in the financial year 2017-18 as compared to Rs. 84,283.58 Lacs in the previous Financial Year 2016-17. The Management has reduced the cost of production and implemented a strategy which has resulted in decreasing the loss of the Company from Rs.(9,360.44) Lacs incurred during the previous Financial Year to the loss of Rs.(5570.52) Lacs

The Management has taken initiative for improving the performance of the Company resulting from optimization of the cost, to focus on yields and productivity.

Consolidated Results

The financial performance of the subsidiary company, associate company and Joint venture are included in the Consolidated financial statement of the Company.

Revenue from Operations on consolidated basis stood at Rs. 118794.72 Lacs for the FY 2017-18. The Company reported a net lossof Rs. (5570.52) Lacs for F.Y. 17-18 as compared to the net loss of Rs. (9375.05) Lacs for the F.Y 2016-17.

Further the statement containing the salient features of our subsidiaries pursuant to subsection 3 of Section 129 of the Companies Act, 2013 in the prescribed form AOC-1 is appended as Annexure-1 to the Director''s Report. The Statement provides the detailed performance of the Subsidiaries including associate company and Joint venture.

Name of the Products

Units

F.Y. 17-18

F.Y. 16-17

PELLET

Mt

728900

584993

SPONGE IRON

Mt

309714

328790

MS BILLETS

Mt

275015

256657

TMT BARS

Mt

97185

82279

STRUCTURAL PRODUCTS

Mt

95425

93622

LIGHT STRUCTURAL PRODUCTS

Mt

37807

34507

POWER

Kwh

427499800

342929100

Operational Highlights

Your Company deals with varied range of products from Pellets, Sponge Iron, MS Billets, TMT Bars, Structural Products, etc, the production details of which is stated below:

DIVIDEND & RESERVES

The Board of Directors of the Company have not recommended any dividend for Equity as well as for 6% Non-Cumulative Redeemable Preference Shares as the Company has incurred losses for the F.Y. 2017-18. Further the Directors have restructured its debts under the reconstructing scheme of RBI, hence it is necessary to conserve and optimise use of resources for betterment of our Company.

No amount was proposed to be carried to any of the reserves for the Financial Year 2017-18.

ALLOTMENT OF EQUITY SHARES & OPTIONALLY CONVERTIBLE DEBENTURES

During the year under review, the Company has allotted 297,315,000 Equity Shares of the Company of face value Rs 10/- each at an issue price of Rs.10 per equity share for an amount of Rs. 297.32 crore and 451,790,554 Optionally Convertible Debentures (OCDs) of face value Rs. 10/- each for an amount of Rs.451.97 crores to Consortium of Lenders as per the terms of the S4A Scheme.

The present paid-up Equity Share Capital of the Company is 385,415,000 which comprises 385,415,000 Equity Shares of face value Rs. 10/-each

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company along with the interest to Investor Education and Protection Fund, established by the Central Government under the provision of Section 125 of the Companies Act, 2013. In compliance with the above, the Company will transfer unclaimed dividend amount of the Financial Year 2010-11 amounting to Rs.2.52 lacs/- to the Investor Education and Protection Fund.

The details including the last date of claiming unclaimed/unpaid dividend amount are given in our website at http://mspsteel.com/ unpaid-dividend

The statement containing the salient features of our subsidiaries pursuant to subsection 3 of Section 129 of the Companies Act, 2013 in the prescribed form AOC-1 is appended as Annexure-1 to the Director''s Report. The Statement provides the detailed performance of the Subsidiaries including associate company and Joint venture.

The list of Subsidiaries and Associates of your Company as on March 31, 2018, forms a part of Form No. MGT-9, Extract of the Annual Return, which is annexed at as Annexure-2 to the Director''s Report

• MSP Cement Limited is a wholly owned subsidiary of the Company having its Registered Office at Banglapara North Chakradhar Nagar Raigarh- 496001 was incorporated on 2nd June, 2008 for manufacturing and sale of cement and clinker products. The Company is yet to commence its commercial operations.

• AA ESS Tradelinks Private Limited associate company of MSP Steel & Power Limited is engaged in trading of industrial oxygen gases.

• Madanpur South Coal Company Limited incorporated on 23rd May, 2006, having its registered Office at Raipur, Chattisgarh was formed by the Venture partners MSP Steel & Power Limited, Hindustan Zinc Ltd., Akshay Investment Pvt. Ltd., Chattisgarh Steel & Power Limited and Chattisgarh Electricity Company Ltd with respect to obtain mining rights in respect of the Coal Blocks of Madanpur and use coal for its captive requirements

The details as required under Section 136 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 regarding the performance and the financial position of the Subsidiary Company, Associate Company and Joint Venture Company forms part of the Consolidated Financial Statement of the Company and applicable Indian Accounting Standards ("Ind AS") for the Financial Year ended 31st March, 2017.

Your Company has formulated a policy for determining ''Material Subsidiary'', in terms of the Regulation 16(c ) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The said policy is also available at the Company''s website http:// www.mspsteel.com/csr-policy/Policy%20for%20Determining%20 Material%20Subsidiaries.pdf

As per the provisions of section 136 of the Companies Act, 2013 copy of the audited financial statements, including consolidated financial statements, auditor''s report along with the relevant documents and separate audit accounts in respects of the subsidiaries shall be kept open for inspection at the Registered office of your Company during working hours on all days except Saturdays, Sundays and public holidays for a period of twenty-one days before the date of Annual General Meeting. Any member willing to obtain a copy of the said financial statements may write to the Company at its Registered office or Corporate Office or visit the below mentioned website link for the same: http://mspsteel.com/annual-report

PUBLIC DEPOSITS

Your Your Company has not accepted any public deposit during the year under review, within the meaning of provisions of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rule, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investments made, guarantees given or securities provided are as per the provisions of Section 186 of the Companies Act, 2013 and forms part of the notes to the financial statements provided in this Annual Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, stating the operations of the Company, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, ("SEBI LODR") is presented in a separate section and forms an integral part of the Annual Report.

CORPORATE GOVERNANCE

Corporate Governance aims at creating ethical value that is not only profitable for the business but also aims at enhancing an organization''s brand and reputation. Your Company is committed to achieve highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI).

A separate section on Corporate Governance as followed by your Company and as stipulated under SEBI LODR, Companies Act, 2013 and relevant rules made there under forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance is attached to the Annual Report BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Board of Directors

There was no change in the composition of the Board of Directors during the reporting period, howereverin accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Suresh Kumar Agrawal,(DIN: 00587623) Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

Key Managerial Personnel

Following persons are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with Rules framed thereunder: 1..Mr. Suresh Kumar Agrawal -Chairman

2. Mr. Saket Agrawal-Managing Director

3. Mr. Dhananjay Uchit Singh - Executive Director

4. Mr. Kamal Kumar Jain-Chief Financial Officer

5. Ms. Shreya Kar - Company Secretary

Remuneration and other details of the said Key Managerial Personnel for the financial year ended March 31, 2018 are provided in Form No. MGT-9, Extract of the Annual Return which is set out at Annexure -2 to the Director''s Report.

COMMITTEES OF THE BOARD

The Board of Directors of your Company had constituted four committees for best Corporate Governance Practices and in compliance with the provisions of the Companies Act, 2013 and SEBI LODR comprising of: Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and the Stakeholders Relationship Committee.

A detailed note on composition of these Committees, including number of meetings held and attendance during the financial year, have been disclosed separately in the Corporate Governance Report section of this Annual Report.

MEETINGS OF THE BOARD

Meetings of the Board of Directors are scheduled at regular intervals to discuss, decide and approve on various business policies, strategies, financial performance and other matters. The schedule of the meeting are circulated in advance, to ensure proper participation of the Directors in the Meeting. The Board of Directors met eleven times during the financial year 2017-18. The intervening

gap between the two consecutive meetings did not exceed one hundred and twenty days as prescribed under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

Details of the meetings and attendance of the Board of Directors held during the Financial Year 2017-18 are disclosed in Corporate Governance Report which form part of Annual Report.

FAMILARISATION PROGRAMME OF INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI Listing Regulations, the Company has put in place a familiarization programme for Independent Directors to familiarise them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc.

The details of the Programe can be access by weblink:http://mspsteel. com/about-us/corporate-policies

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well evaluation of the working of its various Committees. The performance evaluation of all the Directors was carried out by the Nomination & Remuneration Committee. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors. Details pertaining to the evaluation process has been explained in the Corporate Governance Report annexed to the Annual Report.

INDEPENDENT DIRECTORS MEETING

The Independent Directors of the Company should meet at least once during the year pursuant to requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A meeting was scheduled on 27.05.2017, without the attendance of non-independent directors and members of the management, interalia.to:

a. Evaluation of performance of non-independent directors and the Board as a whole;

b. Evaluation of performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

c. assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties;

d. report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethical policy, if any;and

e. ascertain and ensure that the Company has an adequate and functional vigil mechanism.

INDEPENDENCE DECLARATION

The term "Independent Director" as defined under section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms the basis for determining independence of the Directors. The Company has received necessary declarations from Mr. Kapil Deo Pandey, Mr. Navneet Jagatramka, Mr. Ashok Kumar Soin and Mrs. Priyanka Tiwari, Independent Directors of your Company that they meet the criteria of independence as laid down in Companies Act, 2013 read with Schedule IV and Rules made there under as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The policy of the Company on appointment and remuneration of Directors as formulated by Nomination and Remuneration Committee, includes criteria for determining qualifications, positive attributes, independence of directors and remuneration for the directors and other perspective as laid down under section 178 of the Companies Act, 2013 and SEBI LODR Regulations, 2015.

As per the policy, the Company should have optimum combination of executive and non-executive directors with at least one woman director. As on 31st March, 2017, the Board consists of 8 Directors of which 6 are Non-Executive Directors, including one woman independent director. The Chairman being the Non-Executive Promoter Director, your company comprises of 4 Independent Director, which is one-half of the total number of directors.

The details of the policy have been included in the Report on Corporate Governance, forming part of the Annual Report and also the same has been uploaded in Company''s website http://www. mspsteel.com/corporate-policy.php.

CORPORATE SOCIAL REPSONSIBILITY

In compliance with Section 135 read with Schedule VII of the Companies Act 2013 and rules made there under, your Company has established Corporate Social Responsibility Committee to formulate and monitor Corporate Social Responsibility Policy and also to recommend to the Board the amount of expenditure to be incurred on activities related to betterment of society.

The Company is well aware of its responsibility towards the Society and hence in its previous years had taken efforts to improve the living condition in the vicinity of its plants & surrounding areas. The Company had been continuing its efforts towards the betterment of the society. The Board on the recommendation of CSR committee has formulated a policy on CSR to regulate the Company''s activities, amount to be spent on CSR, etc

In terms with the Section 135 Companies Act, 2013 read with Rule 8 of the companies (Corporate Social Responsibility) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 framed under, the Company has to spent 2% of its average net profits of the preceding three financial years for Corporate Social Responsibility activities, due to loss incurred in the previous year and inadequate profit in the preceding three years the amount needed to be spend on CSR activities is inadequate. Irrespective of such situation of inadequate profit or loss, your Company has spent Rs46.79 lacs on CSR activities. A report on Corporate Social Responsibility activities for the financial year 2017-18 is attached to this report as Annexure-3

RELATED PARTY TRANSACTIONS

All contracts or arrangements that were entered into by the Company with the related parties as defined under Section 177 of the Companies Act, 2013 during the year were in the ordinary course of business and on arm''s length basis. All related party transactions are placed before the Audit Committee for review and approval. Since all related party transactions entered into by the Company were in the Ordinary course of business and were on arm''s length basis, Form AOC-2 is not applicable to the Company. The routine related party transactions was placed before the Audit Committee for their omnibus approval

The Company''s policy on "materiality of related party transactions" and the process of dealing with such transactions are in line with the amended provisions of the Companies Act, 2013 and SEBI (LODR).

The said policy is also available on the website of the Company and the link for the same is www.mspsteel.com /http://mspsteel.com/ related-party-transaction-policy.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013, your Directors hereby confirms:

(a) that in the preparation of the annual accounts for the FY 2017-18, the applicable Accounting Standards (IND AS) had been followed along with proper explanation relating to material departures;

(b) that 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 ended 31st March, 2018 and of the loss of the company for that period;

(c) that the directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the directors has prepared the annual accounts on a going concern basis;

(e) that the directors has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, there are no employees who have drawn remuneration in excess of the limits set out in the said rules.

Disclosures relating to the Remuneration under Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure-4 to this report.

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

The relevant information as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given in Annexure-5 to the Board''s Report

AUDITORS

Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, M/s. Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), were appointed as Statutory Auditors of the Company for a tenure of 1 year by the Members, to hold the office from the conclusion of the 49th Annual General Meeting until the conclusion of the 50th Annual General Meeting to be held the Financial Year 2018-19.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors along with a certificate from them to the effect that their appointment is in accordance with the conditions prescribed under the Companies Act, 2013 and rules made thereunder.

Explanation to Auditor''s Comments

The Notes on Financial Statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remarks or disclaimer.to check when we receive the final audit report from Singhi & Co. (CARD)

Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013, your Company has appointed M/s B. Chhawchharia& Co. as Internal Auditor of the Company, to conduct internal audit of the functions and activities of the Company to audit for the period April 2018 to March 2019. Internal Auditor to change. - S.K. Agrawal & Co.

Cost Auditor

As per the Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendments Rules, 2014, the Company is required to get its Cost Audit done by Cost Accountant in practice every financial year.

The Board of Directors, on the recommendation of Audit Committee, appointed Mr. Sambhu Banerjee, Cost Accountant (Membership No. 9780) to conduct the audit of the cost accounts of the Company for the financial year 2018-19.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members in a General Meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the remuneration payable to Mr. Sambhu Banerjee, Cost Accountants is included in the notice convening the 49th Annual General Meeting.

Secretarial Auditor

Secretarial Audit for the financial year 2017-18 was conducted by M/s. PS Associates, Practicing Company Secretaries,(C.P. No.:3502) as required under section 204 of the Companies Act, 2013 read with relevant Rules made there under. The Secretarial Audit Report for FY 2017-18 is annexed herewith as Annexure-6.The Report does not contain any qualification, reservation or adverse remarks.

The Board of Directors has re-appointed M/s PS Associates, Practicing Company Secretaries, (C.P. No.:3502) as Secretarial

Auditor for conducting the Secretarial Audit of the Company for the Financial Year 2018-19

RISK MANAGEMENT

Your Company has an effective and robust Risk Management Framework which would enable timely identification of risks, assessment and evaluation of the same in line with the overall objectives and set adequate mitigation strategy. The Risk Management Framework is reviewed by the Board and Audit Committee on a periodical basis to oversee that all the critical risk areas that the organisation faces have been identified and assessed and there is an adequate risk management mechanism in place capable of addressing those risks. Further, details on Risk Management Policy are briefed out in the Management Discussion and Analysis Report, forming a part of this Annual Report.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate Internal Financial Control commensurate with the size, scale and complexity of its operation. The Directors of the Company have been entrusted with the overall responsibility to implement and operate the internal financial controls adequately and effectively. The Company has devised appropriate systems and frameworks including proper delegation of authority, ensuring orderly and efficient conduct of business, adherence to policies and procedures, effective IT system including ERP application aligned to business requirements, risk management framework and whistle blower mechanism. This provides the Directors with the reasonable assurance review and control mechanisms

WHISTLE BLOWER POLICY

The Company has implemented whistle blower policy/vigil mechanism as envisaged in Companies Act, 2013 and SEBI LODR to enable directors, employees and stakeholders report about any wrongful conduct, unethical/illegal practices or that could have grave impact on the operations and performance of the business of the Company or any other matter that might cause financial/non-financial loss to the director/employee of the Company or might impact their goodwill. The details of the Whistle Blower Policy are provided in the Corporate Governance Report and is also available at on the website of the Company at http://mspsteel.com/vigil-policy.

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 Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The objective of the policy is to prohibit, prevent and address issues of sexual harassment at the workplace.MSPL has established suitable mechanisms to ensure issues related to sexual harassment, are effectively addressed. MSPL believes in providing favorable working environment devoid of discrimination and harassment. Sexual harassment is a form of misconduct that undermines the employment relationship. This policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are strictly required to abide by it. Sexual harassment at the work place or other than work place if involving employees is a grave offence and is, therefore, punishable. During the year under review, no complaints were reported to the Board.

A Committee has been constituted by the Management to consider and redress complaints of Sexual Harassment. The Chairman and Members of the Committee are as follows:

Position

Officer in-charge

Presiding Officer

Ms. Shreya Kar

Member -

Mr. Kamal Kumar Jain

Member -

Mr. P.K Dey

Member-

Ms. Mita Das

EXTRACTS OF THE ANNUAL RETURN

An extract of annual return named as provided under sub-section 3 of Section 92 and in line with Section 134(3)(a) of the Companies Act ,2013 MGT-9 has been annexed to the Director''s Report as Annexure-2

SIGNIFICANT AND MATERIAL ORDERS

There are no such significant or material orders passed by the regulators or courts or tribunals impacting the going concern status of the company''s operation in future.

INVESTOR SERVICES

The Company and its Registrar M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction for

having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily.

AWARDS AND RECOGNITIONS

During the year under review, your Company was recognized in various ways/by various institutions and some of the awards presented to the Company are listed below:

The said awards and recognition is also available in the Company''s website http://www.mspsteel.com/Awards

CAUTIONARY STATEMENT

Statement in the Board''s Report and the Management Discussion & Analysis report describing the Company''s Objectives, expectation and forecast may be forward looking within the meaning of applicable securities laws and Regulations. Actual result may differ materially from those expressed in the statement important factors that may influence that company''s operational include global and domestic demand and supply conditions & selling prices of finished goods, input availability and prices, changes in government regulating tax laws, economic developments within the country and other parts.

ACKNOWLEDGEMENTS

Your directors take this opportunity to express their deep and sincere gratitude to shareholders, customers, dealers, agents, suppliers, investors, bankers for their continued support and faith during the year. Your Directors place on record a deep sense of appreciation for the commitment shown by the employees at all levels whose contribution was significant to the growth of the Company.

Your directors also thank for the valuable guidance and support given by the Government of India, various State Government Departments, Ministry of Corporate Affairs, Income Tax Authority and all other regulatory authorities for their assistance and cooperation during the year and look forward for the same in the future.

For and behalf of the Board MSP STEEL & POWER LIMITED

Date: 14th August, 2018 Place: Kolkata

Suresh Kumar Agrawal

Manish Agrawal

DIN: 00587623

Din: 00129240

(CHAIRPERSON)

(DIRECTOR)

Operational Highlights

Your Company deals with varied range of products from Pellets, Sponge Iron, MS Billets, TMT Bars, Structural Products, etc, the production details of which is stated below:

DIVIDEND & RESERVES

The Board of Directors of the Company have not recommended any dividend for Equity as well as for 6% Non-Cumulative Redeemable Preference Shares as the Company has incurred losses for the F.Y. 2017-18. Further the Directors have restructured its debts under the reconstructing scheme of RBI, hence it is necessary to conserve and optimise use of resources for betterment of our Company.

No amount was proposed to be carried to any of the reserves for the Financial Year 2017-18.

ALLOTMENT OF EQUITY SHARES & OPTIONALLY CONVERTIBLE DEBENTURES

During the year under review, the Company has allotted 297,315,000 Equity Shares of the Company of face value Rs 10/- each at an issue price of Rs.10 per equity share for an amount of Rs. 297.32 crore and 451,790,554 Optionally Convertible Debentures (OCDs) of face value Rs. 10/- each for an amount of Rs.451.97 crores to Consortium of Lenders as per the terms of the S4A Scheme.

The present paid-up Equity Share Capital of the Company is

385,415,000 which comprises 385,415,000 Equity Shares of face value Rs. 10/-each

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company along with the interest to Investor Education and Protection Fund, established by the Central Government under the provision of Section 125 of the Companies Act, 2013. In compliance with the above, the Company will transfer unclaimed dividend amount of the Financial Year 2010-11 amounting to Rs.2.52 lacs/- to the Investor Education and Protection Fund.

The details including the last date of claiming unclaimed/unpaid dividend amount are given in our website at http://mspsteel.com/ unpaid-dividend

The statement containing the salient features of our subsidiaries pursuant to subsection 3 of Section 129 of the Companies Act, 2013 in the prescribed form AOC-1 is appended as Annexure-1 to the Director''s Report. The Statement provides the detailed performance of the Subsidiaries including associate company and Joint venture.

The list of Subsidiaries and Associates of your Company as on March 31, 2018, forms a part of Form No. MGT-9, Extract of the Annual Return, which is annexed at as Annexure-2 to the Director''s Report

• MSP Cement Limited is a wholly owned subsidiary of the Company having its Registered Office at Banglapara North Chakradhar Nagar Raigarh- 496001 was incorporated on 2nd June, 2008 for manufacturing and sale of cement and clinker products. The Company is yet to commence its commercial operations.

• AA ESS Tradelinks Private Limited associate company of MSP Steel & Power Limited is engaged in trading of industrial oxygen gases.

• Madanpur South Coal Company Limited incorporated on 23rd May, 2006, having its registered Office at Raipur, Chattisgarh was formed by the Venture partners MSP Steel & Power Limited, Hindustan Zinc Ltd., Akshay Investment Pvt. Ltd., Chattisgarh Steel & Power Limited and Chattisgarh Electricity Company Ltd with respect to obtain mining rights in respect of the Coal Blocks of Madanpur and use coal for its captive requirements

The details as required under Section 136 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 regarding the performance and the financial position of the Subsidiary Company, Associate Company and Joint Venture Company forms part of the Consolidated Financial Statement of the Company and applicable Indian Accounting Standards ("Ind AS") for the Financial Year ended 31st March, 2017.

Your Company has formulated a policy for determining ''Material Subsidiary'', in terms of the Regulation 16(c ) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The said policy is also available at the Company''s website http:// www.mspsteel.com/csr-policy/Policy%20for%20Determining%20 Material%20Subsidiaries.pdf

As per the provisions of section 136 of the Companies Act, 2013 copy of the audited financial statements, including consolidated financial statements, auditor''s report along with the relevant documents and separate audit accounts in respects of the subsidiaries shall be kept open for inspection at the Registered office of your Company during working hours on all days except Saturdays, Sundays and public holidays for a period of twenty-one days before the date of Annual General Meeting. Any member willing to obtain a copy of the said financial statements may write to the Company at its Registered office or Corporate Office or visit the below mentioned website link for the same: http://mspsteel.com/annual-report

PUBLIC DEPOSITS

Your Your Company has not accepted any public deposit during the year under review, within the meaning of provisions of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rule, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investments made, guarantees given or securities provided are as per the provisions of Section 186 of the Companies Act, 2013 and forms part of the notes to the financial statements provided in this Annual Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, stating the operations of the Company, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, ("SEBI LODR") is presented in a separate section and forms an integral part of the Annual Report.

CORPORATE GOVERNANCE

Corporate Governance aims at creating ethical value that is not only profitable for the business but also aims at enhancing an organization''s brand and reputation. Your Company is committed to achieve highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI).

A separate section on Corporate Governance as followed by your Company and as stipulated under SEBI LODR, Companies Act, 2013 and relevant rules made there under forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance is attached to the Annual Report BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Board of Directors

There was no change in the composition of the Board of Directors during the reporting period, howereverin accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Suresh Kumar Agrawal,(DIN: 00587623) Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

Key Managerial Personnel

Following persons are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with Rules framed thereunder: 1..Mr. Suresh Kumar Agrawal -Chairman

2. Mr. Saket Agrawal-Managing Director

3. Mr. Dhananjay Uchit Singh - Executive Director

4. Mr. Kamal Kumar Jain-Chief Financial Officer

5. Ms. Shreya Kar - Company Secretary

Remuneration and other details of the said Key Managerial Personnel for the financial year ended March 31, 2018 are provided in Form No. MGT-9, Extract of the Annual Return which is set out at Annexure -2 to the Director''s Report.

COMMITTEES OF THE BOARD

The Board of Directors of your Company had constituted four committees for best Corporate Governance Practices and in compliance with the provisions of the Companies Act, 2013 and SEBI LODR comprising of: Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and the Stakeholders Relationship Committee.

A detailed note on composition of these Committees, including number of meetings held and attendance during the financial year, have been disclosed separately in the Corporate Governance Report section of this Annual Report.

MEETINGS OF THE BOARD

Meetings of the Board of Directors are scheduled at regular intervals to discuss, decide and approve on various business policies, strategies, financial performance and other matters. The schedule of the meeting are circulated in advance, to ensure proper participation of the Directors in the Meeting. The Board of Directors met eleven times during the financial year 2017-18. The intervening

gap between the two consecutive meetings did not exceed one hundred and twenty days as prescribed under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

Details of the meetings and attendance of the Board of Directors held during the Financial Year 2017-18 are disclosed in Corporate Governance Report which form part of Annual Report.

FAMILARISATION PROGRAMME OF INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI Listing Regulations, the Company has put in place a familiarization programme for Independent Directors to familiarise them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc.

The details of the Programe can be access by weblink:http://mspsteel. com/about-us/corporate-policies

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well evaluation of the working of its various Committees. The performance evaluation of all the Directors was carried out by the Nomination & Remuneration Committee. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors. Details pertaining to the evaluation process has been explained in the Corporate Governance Report annexed to the Annual Report.

INDEPENDENT DIRECTORS MEETING

The Independent Directors of the Company should meet at least once during the year pursuant to requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A meeting was scheduled on 27.05.2017, without the attendance of non-independent directors and members of the management, interalia.to:

a. Evaluation of performance of non-independent directors and the Board as a whole;

b. Evaluation of performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

c. assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties;

d. report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethical policy, if any;and

e. ascertain and ensure that the Company has an adequate and functional vigil mechanism.

INDEPENDENCE DECLARATION

The term "Independent Director" as defined under section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms the basis for determining independence of the Directors. The Company has received necessary declarations from Mr. Kapil Deo Pandey, Mr. Navneet Jagatramka, Mr. Ashok Kumar Soin and Mrs. Priyanka Tiwari, Independent Directors of your Company that they meet the criteria of independence as laid down in Companies Act, 2013 read with Schedule IV and Rules made there under as well as

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The policy of the Company on appointment and remuneration of Directors as formulated by Nomination and Remuneration Committee, includes criteria for determining qualifications, positive attributes, independence of directors and remuneration for the directors and other perspective as laid down under section 178 of the Companies Act, 2013 and SEBI LODR Regulations, 2015.

As per the policy, the Company should have optimum combination of executive and non-executive directors with at least one woman director. As on 31st March, 2017, the Board consists of 8 Directors of which 6 are Non-Executive Directors, including one woman independent director. The Chairman being the Non-Executive Promoter Director, your company comprises of 4 Independent Director, which is one-half of the total number of directors.

The details of the policy have been included in the Report on Corporate Governance, forming part of the Annual Report and also the same has been uploaded in Company''s website http://www. mspsteel.com/corporate-policy.php.

CORPORATE SOCIAL REPSONSIBILITY

In compliance with Section 135 read with Schedule VII of the Companies Act 2013 and rules made there under, your Company has established Corporate Social Responsibility Committee to formulate and monitor Corporate Social Responsibility Policy and also to recommend to the Board the amount of expenditure to be incurred on activities related to betterment of society.

The Company is well aware of its responsibility towards the Society and hence in its previous years had taken efforts to improve the living condition in the vicinity of its plants & surrounding areas. The Company had been continuing its efforts towards the betterment of the society. The Board on the recommendation of CSR committee has formulated a policy on CSR to regulate the Company''s activities, amount to be spent on CSR, etc

In terms with the Section 135 Companies Act, 2013 read with Rule 8 of the companies (Corporate Social Responsibility) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 framed under, the Company has to spent 2% of its average net profits of the preceding three financial years for Corporate Social Responsibility activities, due to loss incurred in the previous year and inadequate profit in the preceding three years the amount needed to be spend on CSR activities is inadequate. Irrespective of such situation of inadequate profit or loss, your Company has spent Rs46.79 lacs on CSR activities. A report on Corporate Social Responsibility activities for the financial year 2017-18 is attached to this report as Annexure-3

RELATED PARTY TRANSACTIONS

All contracts or arrangements that were entered into by the Company with the related parties as defined under Section 177 of the Companies Act, 2013 during the year were in the ordinary course of business and on arm''s length basis. All related party transactions are placed before the Audit Committee for review and approval. Since all related party transactions entered into by the Company were in the Ordinary course of business and were on arm''s length basis, Form AOC-2 is not applicable to the Company. The routine related party transactions was placed before the Audit Committee for their omnibus approval

The Company''s policy on "materiality of related party transactions" and the process of dealing with such transactions are in line with the amended provisions of the Companies Act, 2013 and SEBI (LODR).

The said policy is also available on the website of the Company and the link for the same is www.mspsteel.com /http://mspsteel.com/ related-party-transaction-policy.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013, your Directors hereby confirms:

(a) that in the preparation of the annual accounts for the FY 2017-18, the applicable Accounting Standards (IND AS) had been followed along with proper explanation relating to material departures;

(b) that 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 ended 31st March, 2018 and of the loss of the company for that period;

(c) that the directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the directors has prepared the annual accounts on a going concern basis;

(e) that the directors has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, there are no employees who have drawn remuneration in excess of the limits set out in the said rules.

Disclosures relating to the Remuneration under Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure-4 to this report.

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

The relevant information as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given in Annexure-5 to the Board''s Report

AUDITORS Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, M/s. Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), were appointed as Statutory Auditors of the Company for a tenure of 1 year by the Members, to hold the office from the conclusion of the 49th Annual General Meeting until the conclusion of the 50th Annual General Meeting to be held the Financial Year 2018-19.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors along with a certificate from them to the effect that their appointment is in accordance with the conditions prescribed under the Companies Act, 2013 and rules made thereunder.

Explanation to Auditor''s Comments

The Notes on Financial Statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remarks or disclaimer.to check when we receive the final audit report from Singhi & Co. (CARD)

Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013, your Company has appointed M/s B. Chhawchharia& Co. as Internal Auditor of the Company, to conduct internal audit of the functions and activities of the Company to audit for the period April 2018 to March 2019. Internal Auditor to change. - S.K. Agrawal & Co.

Cost Auditor

As per the Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendments Rules, 2014, the Company is required to get its Cost Audit done by Cost Accountant in practice every financial year.

The Board of Directors, on the recommendation of Audit Committee, appointed Mr. Sambhu Banerjee, Cost Accountant (Membership No. 9780) to conduct the audit of the cost accounts of the Company for the financial year 2018-19.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members in a General Meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the remuneration payable to Mr. Sambhu Banerjee, Cost Accountants is included in the notice convening the 49th Annual General Meeting.

Secretarial Auditor

Secretarial Audit for the financial year 2017-18 was conducted by M/s. PS Associates, Practicing Company Secretaries,(C.P. No.:3502) as required under section 204 of the Companies Act, 2013 read with relevant Rules made there under. The Secretarial Audit Report for FY 2017-18 is annexed herewith as Annexure-6.The Report does not contain any qualification, reservation or adverse remarks.

The Board of Directors has re-appointed M/s PS Associates, Practicing Company Secretaries, (C.P. No.:3502) as Secretarial

Auditor for conducting the Secretarial Audit of the Company for the Financial Year 2018-19

RISK MANAGEMENT

Your Company has an effective and robust Risk Management Framework which would enable timely identification of risks, assessment and evaluation of the same in line with the overall objectives and set adequate mitigation strategy. The Risk Management Framework is reviewed by the Board and Audit Committee on a periodical basis to oversee that all the critical risk areas that the organisation faces have been identified and assessed and there is an adequate risk management mechanism in place capable of addressing those risks. Further, details on Risk Management Policy are briefed out in the Management Discussion and Analysis Report, forming a part of this Annual Report.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate Internal Financial Control commensurate with the size, scale and complexity of its operation. The Directors of the Company have been entrusted with the overall responsibility to implement and operate the internal financial controls adequately and effectively. The Company has devised appropriate systems and frameworks including proper delegation of authority, ensuring orderly and efficient conduct of business, adherence to policies and procedures, effective IT system

including ERP application aligned to business requirements, risk management framework and whistle blower mechanism. This provides the Directors with the reasonable assurance review and control mechanisms

WHISTLE BLOWER POLICY

The Company has implemented whistle blower policy/vigil mechanism as envisaged in Companies Act, 2013 and SEBI LODR to enable directors, employees and stakeholders report about any wrongful conduct, unethical/illegal practices or that could have grave impact on the operations and performance of the business of the Company or any other matter that might cause financial/non-financial loss to the director/employee of the Company or might impact their goodwill. The details of the Whistle Blower Policy are provided in the Corporate Governance Report and is also available at on the website of the Company at http://mspsteel.com/vigil-policy.

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 Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The objective of the policy is to prohibit, prevent and address issues of sexual harassment at the workplace.MSPL has established suitable mechanisms to ensure issues related to sexual harassment, are effectively addressed. MSPL believes in providing favorable working environment devoid of discrimination and harassment. Sexual harassment is a form of misconduct that undermines the employment relationship. This policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are strictly required to abide by it. Sexual harassment at the work place or other than work place if involving employees is a grave offence and is, therefore, punishable. During the year under review, no complaints were reported to the Board.

A Committee has been constituted by the Management to consider and redress complaints of Sexual Harassment. The Chairman and Members of the Committee are as follows:

Position

Officer in-charge

Presiding Officer

Ms. Shreya Kar

Member -

Mr. Kamal Kumar Jain

Member -

Mr. P.K Dey

Member-

Ms. Mita Das

EXTRACTS OF THE ANNUAL RETURN

An extract of annual return named as provided under sub-section 3 of Section 92 and in line with Section 134(3)(a) of the Companies Act ,2013 MGT-9 has been annexed to the Director''s Report as Annexure-2

SIGNIFICANT AND MATERIAL ORDERS

There are no such significant or material orders passed by the regulators or courts or tribunals impacting the going concern status of the company''s operation in future.

INVESTOR SERVICES

The Company and its Registrar M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction for

having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily.

AWARDS AND RECOGNITIONS

During the year under review, your Company was recognized in various ways/by various institutions and some of the awards presented to the Company are listed below:

The said awards and recognition is also available in the Company''s website http://www.mspsteel.com/Awards

CAUTIONARY STATEMENT

Statement in the Board''s Report and the Management Discussion & Analysis report describing the Company''s Objectives, expectation and forecast may be forward looking within the meaning of applicable securities laws and Regulations. Actual result may differ materially from those expressed in the statement important factors that may influence that company''s operational include global and domestic demand and supply conditions & selling prices of finished goods, input availability and prices, changes in government regulating tax laws, economic developments within the country and other parts.

ACKNOWLEDGEMENTS

Your directors take this opportunity to express their deep and sincere gratitude to shareholders, customers, dealers, agents, suppliers, investors, bankers for their continued support and faith during the year. Your Directors place on record a deep sense of appreciation for the commitment shown by the employees at all levels whose contribution was significant to the growth of the Company.

Your directors also thank for the valuable guidance and support given by the Government of India, various State Government Departments, Ministry of Corporate Affairs, Income Tax Authority and all other regulatory authorities for their assistance and cooperation during the year and look forward for the same in the future.

For and behalf of the Board MSP STEEL & POWER LIMITED

Date: 14th August, 2018 Place: Kolkata

Suresh Kumar Agrawal

Manish Agrawal

DIN: 00587623

Din: 00129240

(CHAIRPERSON)

(DIRECTOR)

ANNEXURE 1

FORM AOC-1

"AOC-1 (Pursuant to first proviso to sub - section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)"

Statement containing salient features of the financial statement of subsidiaries / associate companies /joint ventures


Mar 31, 2016

We present you the 47th Annual Report on business and operations along with the Audited Financial Statements and the Auditor''s Report of your Company for the financial year ended March, 2016. The consolidated performance of the Company and its subsidiaries, joint venture and associates has been referred to wherever required.

1. FINANCIAL RESULTS

(Rs. in lacs)

Particulars

Standalone

Consolidated

3 1st March, 2016

31st March, 2015

31st March, 2016

31st March,2015

Gross Revenue from Operations

1,00,768.43

1,21,064.55

1,00,768.43

121,077.49

Profit before Depreciation and Tax

(12,355.69)

(9,815.48)

(12,355.84)

(9,917.12)

Less: Depreciation

6,333.40

5,293.82

6,333.40

5,293.97

Profit/(Loss) Before Tax

(18,689.09)

(15,109.30)

(18,689.24)

(15,211.09)

Less: Provision for Income Tax(Including earlier years)

33.29

-

33.29

-

Less: Provision for Deferred Tax

(878.02)

(4,852.18)

(878.02)

(4,852.00)

Profit/(Loss) for the Year

(1 7,844.36)

(10,257.12)

(1 7,844.51)

(10,358.89)

Add: Balance brought forward

1 5,328.20

25,602.30

1 5,225.66

25,631.33

Less: Appropriations

26.46

16.98

29.90

16.99

Surplus carried to Balance Sheet

(2,542.61)

15,328.20

(2,648.75)

15,225.66

Standalone and Consolidated Financial Statements

The financial statements have been prepared in accordance with Generally Accepted Accounting Principles in India (GAAP), Accounting Standards and the provisions of the Companies Act 2013 read with rules and schedules made there under to reflect the financial positions of MSP the Company along with its subsidiary, associate and joint venture.

Financial Highlights

During the year 2015-16, at standalone level your Company has achieved a gross revenue of Rs.1,00,768.43 lacs as against Rs. 1,21,064.55 lacs in the previous year which reflects a decline of around 17% as a result the management has taken steps to reduce cost of production and other indirect expenses. During the year operational efficiency has improved and majority of plant were operated with 70-90% Capacity.

Profit before tax (PBT) was Rs. (18,689.09) in lacs as against Rs. (15,109.30) in lacs in the previous year and profit after tax (PAT) stood at Rs. (17,844.36) lacs against Rs. (10,257.12) in lacs in the previous year.

The Consolidated gross revenue from operation for the Financial Year 2015-16 stood at Rs.1,00,768.43 lacs Compared with Rs.121,077.49 lacs in the Previous Year. The Consolidated profit after tax stood at Rs. (17,844.51) lacs as compared with Rs. (10,358.89) lacs.

Operational Highlights

Pellet: Production of Sponge Iron during the year under review was 6.72 Lacs MT as against 6.92 Lacs MT in the previous year

Sponge Iron: Production of Sponge Iron during the year under review was 3.13 Lacs MT as against 2.80 Lacs MT in the previous year.

MS Billets: MS Billets was produced during the year under review was 2.55 Lacs MT as against 3.08 Lacs MT in the previous year.

TMT Bars: Production of TMT Bars during the year under review was 90,017 MT as against 88,839 MT in the previous year.

Structural Products: As compared to production of 71,863 MT in the previous year production of Structural Products was 119,834 MT during the year under review .

Power: During the year under review, 4,279.04 Lacs Kwh of power was generated as against 4,289.75 lacs Kwh of power in the previous year.

Dividend & Reserves

In view of loss for the F.Y. 2015-16, the Board of Directors have not recommended any dividend for the Financial Year 2015-16 on Equity as well as 6% Non -cumulative Redeemable Preference Shares.

The details including last date of claiming of unclaimed /unpaid dividend amount are given in our website at http://www.mspsteel.com/unpaid_dividend.php.

During the year under review no amount was transferred to General Reserve.

Particulars of Loans, Guarantees or Investments Under Section 186 of The Companies Act, 2013

Loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

Deposits

During the year under review, your company had not accepted any deposits within the meaning of provisions of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rule, 2014.

Related Party Transaction

All transactions entered into with the related parties as defined under Companies Act, 2013 in the F.Y. 2015-16 were in the ordinary course of business and on the arm''s length basis and did not attract the provisions of Sec 188 of the Companies Act 2013. Hence requirement of AOC-2 was not needed to be attached to this report.

As per the provisions of Section 188 of the Companies act, 2013 and rules made there under read with Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, prior omnibus approval from the Audit Committee are obtained before entering into such transactions. Further, the required disclosures are made to Committee on a quarterly basis.

The policy on materiality of Related party Transactions as approved by the Audit Committee is revised in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the amended provisions of the Companies Act, 2013 and is uploaded on the website of the Company and the link for the same is www.mspsteel.com / Company Info/ Corporate Policies/ Policy on Materiality.

With the motive of growth in the steel sector, your Company has created various Subsidiaries, Joint Ventures & Associates Companies. A separate statement containing salient features of Financial Statements of Subsidiaries, Joint Ventures & Associates Companies of your Company forms part of Consolidated Financial Statements in terms of Section 129 of the Companies Act, 2013 and applicable Accounting Standards is annexed in Annexure-1 as AOC-1 in the Directors'' Report. Your Company have framed a policy of determining ''Material Subsidiary'', in terms of Regulation 16(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The said policy is also available at the Company''s website as mentioned below:

http://www.mspsteel.com/csr-policy/policy%20determining%20material%20subsidiaries.pdf

In previous year, the shareholding of the Company in AA ESS Tradelinks Private Limited got reduced from 52.32% to 42.75% on account of fresh issue of shares by AA ESS Tradelinks Private Limited. Hence its status got altered from being a subsidiary to being an associate of the Company.

In accordance with section 136 of the companies Act, 2013 the audited financial statements, including the consolidated financial statements kept open for inspection by the shareholders at the Registered office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of Annual General Meeting. Any member willing to obtaining a copy of the said financial statements may write to the Company at its Registered office or Corporate Office or visit the below mentioned website link for the same: http://www.mspsteel.com/annual_reports

PROJECTS COMPLETED

During the year your company has capitalized fixed assets of '' 49.44 cr. which were related to Infra project and other up-gradation in the power plant.

There are no material changes and commitments affecting the financial position of the Company which has occurred during the end of the financial year to which the financial statements relates.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Induction & Cessation

During the year under review, Ms. Ruchi Garg, former Company Secretary resigned from the services of the Company, w.e.f. 21st March, 2016 and Ms. Shreya Kar has been appointed as the Company Secretary who is designated as a Key Managerial personnel of your Company w.e.f. 1st May, 2016.

Mr. Suresh Kumar Agrawal was designated as Chairman of the Company w.e.f. 19th January, 2016 an appropriate resolution seeking your ratification for such designation is included in the notice convening the 47th AGM of the Company.

Retirement by Rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Dhananjay Uchit Singh retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

BOARD EVALUATION

In order to align with provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 , the Board of Directors of MSP Steel & Power Ltd. has formulated criteria and policy to evaluate the performance of all the Directors of the Company, the Board as a whole and its committees as mentioned below:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholder''s Relationship Committee

4. Corporate Social Responsibility Committee

The manner in which the said evaluation has been carried out is enumerated in the Corporate Governance Report, which is annexed to this Annual Report.

COMMITTEES OF THE BOARD

The details of Board Committees- Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and the Stakeholder Relationship Committee have been disclosed separately in the Corporate Governance Report which forms part of Annual Report.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

Pursuant to requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015, a separate meeting of the Independent Directors was held on 11th February, 2016 for the financial year 2015-2016.

The Independent Director at the meeting reviewed the following:

— Performance of Non- Independent Directors and the Board as a whole

— Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non Directors; and

— Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES

The Board consists of eight Directors at present consisting of two Executive and six Non - Executive Directors. Regular meetings of the Board and Committees are held to decide and discuss on business performance, policies strategies and other matter of significance. The intervening gap between the two consecutive meetings was as per Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 . Details of the meetings of the Board and Committees held during the Financial Year 2015-16 are disclosed in Corporate Governance Report which form part of Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received a declaration from each of Independent Directors of the Company that he/she meets the criteria of independence as provided in section 149(6) of the Companies Act, 2013 read with Schedule IV and Rules made there under as well as Regulation 16(b) & 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board considered the independence of each Independent Director and in view of that they fulfill the criteria of Independence.

POLICY

A policy is laid down by the Board of Directors in relation to remuneration of Directors, Key managerial Personnel and Senior Management of the Company to set criteria for selection and appointment procedure.

The said policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 read with Rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is uploaded in Company''s website.

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

The Information required to be disclosed in the Board''s Report pursuant to Section 197 of the Companies Act, 2013 read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure-2 to the Directors'' Report

AUDITORS

Statutory Auditors

M/s. Sunil Kumar Agrawal & Associates, Chartered Accountants (Firm Registration No. 323133E) , who are the statutory auditors of the Company shall hold office upto forthcoming Annual General Meeting of the Company and being eligible has expressed their willingness to be appointed for a period of 3 years to hold the office form the conclusion of this Annual General Meeting for the Financial Year 2018-19, subject to ratification at each Annual General Meeting. The said auditors have further furnished a certificate to the Company of their eligibility & consent under Section 141 of the Companies Act, 2013 and Rules made there under.

Cost Auditor

The Board of Directors, on the recommendation of Audit Committee, has appointed Mr. Sambhu Banerjee, Cost Accountant (Membership No. 9780) as Cost Auditor to audit the cost accounts of the Company for the financial year 2016-17.

As per the Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit)Rules, 2014, appropriate resolution seeking your ratification of the remuneration of Mr. Sambhu Banerjee, Cost Accountant (Membership No. 9780) is included in the notice convening the 47th AGM of the Company.

Secretarial Auditor

M/s. PS Associates, Practicing Company Secretaries was appointed to undertake Secretarial Audit of the Company for the financial year 2015-16, as required under section 204 of the Companies Act, 2013 read with relevant Rules made there under. The Secretarial Audit Report for FY 2015-16 is appended as Annexure-3 of Directors'' Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Your Board of Directors has appointed M/s PS Associates, Practicing Company Secretaries for year 2016-17 to conduct the Secretarial Audit of the Company.

INTERNAL FINANCIAL CONTROL

The Company has laid down certain guidelines, processes and structure, which enables implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. These include control processes both on manual and IT applications including the ERP application wherein the transactions are approved and recorded. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively. During the year such control were tested and no reportable material weakness in the design or operational were found.

CORPORATE GOVERNANCE

The Company has maintained the highest standards of Corporate Governance and have met the requirements set out as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on corporate governance as practiced followed by the Company, together with a certificate from the Company''s Auditors and CEO /CFO confirming compliance form an integral part of this Report.

Listing Agreement

The Securities and Exchange Board of India (SEBI), issued Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 herein after referred to as "SEBI LODR", on 2nd September, 2015 with the aim to align and provide different provisions of the Listing Agreement for different segments of Capital Markets at one place. The Regulations became effective from 1st December, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited and National Stock Exchange of India Limited during December 2015. The Company has paid the Annual Listing Fees of both the Stock Exchanges for the Financial Year 2016 -17.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 read with Schedule VII of the Companies Act 2013 and rules made there under, your Company has established Corporate Social Responsibility Committee to formulate and monitor Corporate Social Responsibility Policy and also to recommend to the Board the amount of expenditure to be incurred on activities related to betterment of society.

The Company is well aware of its responsibility towards the Society and hence in its previous years had taken efforts to improve the living condition in the vicinity of its plants & surrounding areas. The Company had been continuing its efforts towards the betterment of the society. The Board on the recommendation of CSR committee has formulated a policy on CSR to regulate the Company''s activities, amount to be spent on CSR, etc.

In terms with the Section 135 Companies Act, 2013 read with Rule 8 of the companies (Corporate Social Responsibility) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 framed under, the Company has to spent 2% of its average net profits of the preceding three financial years for Corporate Social Responsibility activities. Due to loss incurred in the previous year and inadequate profit in the preceding two years the amount needed to be spend on CSR activities is inadequate. Irrespective of such situation of inadequate profit or loss, your Company has spent Rs. 129.97 lacs on CSR activities. A report on Corporate Social Responsibility activities for the financial year 2015-16 is attached to the Directors'' Report as Annexure-4.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, your Directors hereby states:

(a) that in the preparation of the annual accounts for the FY 2015-16, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(b) that 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 ended 31st March, 2016 and of the profit and loss of the company for that period;

(c) that the directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the directors has prepared the annual accounts on a going concern basis;

(e) that the directors has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

OTHERS INFORMATION

Significant and Material Orders Passed By The Regulators or Courts

There are no such significant or material orders passed by the regulators or courts or tribunals impacting the going concern status of the company''s operation in future.

Whistle Blower/ Vigil Mechanism Policy

The Company has a whistle blower policy to report about the concerns or grievances of the employees and directors of the Companies.

The details of the Whistle Blower Policy are provided in the Corporate Governance Report and is also available at on the website of the Company at http://www.mspsteel.com/csr-policy/Vigil%20Policy-MSPL.pdf

Prevention of Sexual Harassment at Workplace

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported to the Board.

Sexual harassment is a form of misconduct that undermines the employment relationship. No employee, either male or female, should be subjected verbally or physically to unsolicited and unwelcome sexual overtures or conduct. The Company also believes that all employees of the Company, have the right to be treated with dignity.

Sexual harassment at the work place or other than work place if involving employees is a grave offence and is, therefore, punishable.

A Committee has been constituted by the Management to consider and redress complaints of Sexual Harassment. The Chairman and Members of the Committee are as follows:

Sl. No.

Position

Officer in charge

1.

Presiding Officer

Ms. Shreya Kar

2.

Member -

Mr. Kamal Kumar Jain

3.

Member -

Mr. K.K Panigrahi

4.

Member -

Ms. Mita Das, Executive

Management Discussion & Analysis Report

As stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report is presented in separate section forming part of this Annual Report .

Risk Management Policy

The Board has formulated and implemented a Risk Management Framework with an object of timely identification of risks, assessment and evaluation of the same and mitigate the negative influences of various sources of risks faced by the Company''s business activities to ensure optimal operations. Brief details about the policy are provided in Management Discussion & Analysis Report attached to this Annual Report.

Awards And Recognitions

During the year under review, your Company was recognized in various ways/by various institutions.

The said awards and recognition is also available in the Company''s website

http://www.mspsteel.com/Awards

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Outgo

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are enclosed as Annexure-5 of the Directors'' Report.

Extracts Of The Annual Return

An extract of annual return named as MGT-9 has been annexed to the Directors Report as Annexure-6 in compliance with Section 92 of the Companies Act, 2013 read with applicable rules made there under.

CAUTIONARY STATEMENT

Statement in the Board''s Report and the Management Discussion & Analysis report describing the Company''s objectives, expectation and forecast may be forward looking within the meaning of applicable securities laws and Regulations. Actual result may differ materially from those expressed in the statement important factors that may influence that company''s operational include global and domestic demand and supply conditions & selling prices of finished goods, input availability and prices, changes in government regulating tax laws, economic developments within the country and other parts.

ACKNOWLEDGMENTS

Your directors wish to thank the shareholders, customers, dealers, agents, suppliers, investors, bankers for their continued support and faith during the year. Your Directors place on record their appreciation for the contribution made by the employees at all levels without whose hard work, cooperation and support your Company''s achievements would not have been possible.

Your directors also wish to place on record their gratitude for the valuable guidance and support given by the Government of India, various State Government Departments and all other Government agencies for their support during the year and look forward for the same in the future.

For and behalf of the Board

MSP STEEL & POWER LIMITED

SAKET AGRAWAL

DIN:00129209

(Managing Director)

Date : July 27, 2016 MANISH AGRAWAL

Place : Kolkata DIN: 00129240

(Director)


Mar 31, 2014

Dear Members,

The directors have pleasure in placing before you the 45th Annual Report along with Audited Annual State- ment of Accounts for the year ended 31st March 2014.

Financial results (Rs. in Lacs)

particulars year ended March 31, March 31, 2014 2013

Revenue from 1,30,856.20 1,01,535.62

Operations (Gross)

profit before 8653.05 7,647.40

depreciation and Tax

Less: Depreciation 5,479.61 4,627.92

profit Before Tax 3,173.44 3,019.48

Less: Provision for Income 25.86 -

Ta x (Including earlier years)

Less: Provision for 1,047.23 1,006.96

Deferred Tax

Net profit 2,100.34 20,12.52

Add: Balance brought 23,501.96 20,972.69

forward

Less: Appropriations - 29.08

Surplus carried to 25,602.30 23,501.96 Balance Sheet

Dividend The Board of directors have not rec- ommended dividend for the Financial year ended 31st March, 2014 on equity shares as well as for 6% Non Cumulative Redeemable Preference Shares.

Expansion project The Management with a view to modernize and expand the existing facilities at its plant at Raigarh has decided to take up a new proj- ect which includes setting up of one new Induction Furnace, Brick Making Plant, Expansion of Rolling and Structural Rolling Mill, Setting up of hot billet charging system in Rolling & Structural Rolling Mill and some other modifications. With the above the capacity of rolling mill will add to the topline and margin of the company.

Credit rating The Company''s rating is the "BBB " rating for long-term/medium-term debt and various bank facilities sanctioned and/or availed by the Com- pany. Facilities with "BRICKWORK BBB " rating are considered to ofer moderate safety for timely servic- ing of debt obligation. Such facilities carry moderate credit risk.

The Rating Committee reafirmed the ''PR2'' (PR Two) rating for short-term debt/facilities sanctioned and/or availed by the Company. Facilities with this rating will have an adequate capacity for timely payment of short- term debt obligation and carry higher credit risk.

The above rating continues to draw strength from promoters'' experience, operational efciency by virtue of having an integrated plant, production of value-added products fetching higher margins, increas- ing profit levels and moderate its financial position.

Share capital During the year under review the Company has allotted on 14th August, 2013, 1,20,00,000, 6% Non-cumulative redeemable prefer- ence shares on preferential basis to its promoters group companies at an issue price of Rs.100/- each (including a premium of Rs. 90/- each), by reorganizing its authorised share capital by cancelling 60,00,000 equity shares of Rs.10 each and creating in lieu of 60,00,000 preference shares of Rs.10/- each.

After the said allotment the Authorised Cap- ital of the Company stood at Rs.1,17,00,00,000/- divided into 9,60,00,000 equity shares of Rs.10/- each and 2,10,00,000, 6% Non-cumulative re- deemable preference shares of Rs 10/- each. And the paid up share capital has increased from Rs. 96,89,40,000/- to Rs.1,088,940,000/- Further more the Company has increased the authorised share capital of the Company from Rs. 117,00,00,000 to Rs. 1,32,00,00,000 by passing a spe- cial resolution via postal ballot. The result of the postal was declared on 14th July, 2014 at the corporate ofce of the Company by Mr. Puran Mal Agrawal, Chairman of the Company.

Listing of shares The shares of the Company continues to be listed on the National Stock Exchange of India Limited and the BSE Limited, having nation- wide terminal to facilitate easy and convenient trading to our valued shareholders. Further the Company had paid the annual listing fees to both the Stock Exchanges as mentioned above for the financial year 2014-15.

Directors With the notifcation of Section 149 of the Companies Act, 2013 and the rules made there under and the recent amendment under Clause 49 of the Stock Exchanges, which is applicable from 1st October, 2014, the Company has to appoint a Wom- en Director on the Board. Consequently the Board of Directors in their meeting held on 14th August, 2014 had proposed to appoint Ms. Priyanka Tiwari (DIN: 06944383) as Non-Executive Independent Director of the Company.

In accordance of the Articles of Association and section152 of the Companies Act, 2013 and the rules made thereunder, Mr. Manish Kumar Agrawal (DIN: 00129240), Director of the Company is liable to re- tire by rotation and being eligible ofers himself to be re-appointed in the ensuing Annual General Meeting of the Company.

Further as per the section 149 read with schedule IV and section 152 of the Companies Act, 2013, the rules made thereunder and the Listing Agreement with the Stock Exchanges, Company needs to appoint Independent Directors for a period of five (5) years from the date of appointment. Since Mr. Amit Mehta (DIN: 01197047), Mr. Navneet Jagatramka (DIN: 01579357), Mr. Ashok Kumar Soin (DIN: 02986145) and Mr. Arvind Kumar Saraf (DIN: 00395155) have already been appointed as Non-executive Independent Directors in accordance with the Listing agreement with the Stock Exchanges and Companies Act, 1956, which was in force then. Out of them Mr. Arvind Kumar Saraf and Mr. Navneet Jagatramka are liable to retire by rotation in the ensuing Annual General Meeting in accordance with the provisions of Companies Act, 1956.

As required under section 149 read with schedule IV of the Companies Act, 2013 and the relevant rules made thereunder, Company has received a declaration of independence from the Independent Directors.

Your Board of Directors at their meeting held on 14th August, 2014 has recommended to re-appoint all the independent directors at the ensuing Annual General Meeting as Non-executive Independent Di- rector not liable to retire by rotation, for a term of five (5) years w.e.f ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held for the financial year ending 31st March, 2019, in term of the Companies Act, 2013, the rules made there under and the Listing Agreement with the Stock Exchanges.

Necessary resolution for members approval for their reappointment form part of the notice of the Annual General Meeting.

Your directors recommend their re-appointment

Auditors The Company has appointed M/s Sunil Kumar Agrawal & Associates, Chartered Accoun- tants as the Statutory Auditors of the Company w.e.f Board Meeting held on 24th April, 2014 and that they shall hold the ofce of the statutory auditors of the Company until the conclusion of the ensuing Annual General Meeting, and that they shall, inter alia, con- duct the statutory audit for the financial year ended 31st March, 2014. The members via postal ballot notice dated 30th May, 2014 ratifed the said appoint- ment. The said ofce of Statutory Auditor will vacate at the conclusion of the ensuing Annual General Meeting, so Board propose to re-appoint M/s. Sunil Agrawal & Associates, Chartered Accountants as Statutory Audi- tors of the Company to hold ofce from the date of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

Auditors'' report The observations made in the Auditors'' Report read with Notes to Accounts are self-explanatory and therefore, do not call for any fur- ther elucidation.

Cost auditor Pursuant to section 148 and all other applicable provisions, if any, of the Companies Act, 2013 and Companies (Cost Records and Audit Rules), 2014 the Board of Directors had appointed Mr. Sambhu Banerjee as Cost Auditor of the Company to Conduct Cost Audit for the financial year ending 31st March, 2015

Directors'' responsibility statement Pursu- ant to the requirements of Section 217(2AA) of the Com- panies Act, 1956 your Directors hereby confirm that: (i) In the preparation of the annual accounts for the year ended 31st March, 2014, the applicable ac- counting standards were followed and no material departures were made from the same; (ii) The Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and pr udent so as to give a true and fair view of the Company''s state of the afairs at the end of the financial year ended 31st March, 2014 and the Company''s profits for that period; (iii) The Directors took proper and sufcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company''s assets and for preventing and detecting frauds and other irregu- larities;

(iv) The Directors prepared the annual accounts on a going concern basis.

Corporate governance Your Company has complied with the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges and re- port on Corporate Governance in terms of the said clause along with the auditor''s certifcate for the same and a Management and discussion report has been at- tached to this report.

Corporate social responsibility Your Compa- ny recognizes that its business activities have direct and indirect impact on the society. The Company strives to integrate its business values and operations in an ethical and transparent manner to demonstrate its commit- ment to sustainable development and to meet the in- terests of its stakeholders. The Company is committed to continuously improving its social responsibilities, environment and economic practices to make positive impact on the society.

Subsidiaries & joint venture The Consolidated financial statements prepared by the Company include financial information of its subsidiaries and joint ven- ture prepared in compliance with applicable Account- ing Standards.

In accordance with the general exemption pro- vided by the Ministry of Corporate Afairs vide its general circular No 2/2011 dated 8th February, 2011, Company is not attaching the balance sheet, profit & loss account and the notes thereon and documents of the Subsidiaries Companies to the Balance Sheet of the Company. Further in terms of abovementioned Circu- lar the annual accounts of the subsidiary companies will be made available for inspection by any shareholders in the corporate ofce of the holding company and that of the subsidiary companies concerned upto the date of the Annual General Meeting of the Company. The annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary compa- nies seeking such information at any point of time.

Conservation of energy, technology ab - sorption and foreign exchange earnings and outgo Infor mation pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Dis- closure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed and forms a part of this report.

Particulars of employees As on 31st March, 2014 there are no employee whose particulars of remu- neration is paid in excess of limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Acknowledgements Your directors wish to place on record their gratitude for the valuable guidance and support given by the Government of India, various State Government departments, financial institutions, Banks and various stake holders such as Shareholders, Customers, Dealers, Suppliers and Investors during the year under review.Y our Directors also wish to place on record their deep sense of appreciation for the com- mitment displayed by all executives, ofcers and staf of the Company, resulting in the successful performance of the Company during the year.

For and on behalf of the board Place: Kolkata Sd/-

Date: 14th August, 2014 Puranmal Agrawal Chairman


Mar 31, 2012

The Directors have pleasure in placing before you the 43rd Annual Report along with Audited Annual Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs. in lacs)

Particulars Year Ended Year Ended 2011-12 2010-11

Revenue from Operations (Gross) 75,177.84 51,975.44

Profit before Depreciation and Tax 6,277.24 8,642.90

Less: Depreciation 2,908.78 1,932.90

Profit Before Tax 3,368.46 6,710.00

Less: : Provision for Income Tax (Including earlier years) 294.70 337.36

: Provision for Deferred Tax 470.68 1,351.54

Net Profit 2,603.09 5,021.10

Add: Balance brought forward 18,593.04 1,4263.21

Less: Appropriations 223.43 691.27

Surplus carried to Balance Sheet 20,972.69 18,593.04

DIVIDEND

The Directors recommended a proportionate dividend of sixty paisa per share on 6% Non Cumulative Redeemable Preference Shares and Dividend of twenty five paisa per equity share for the year ended 31st March, 2012 for approval by the Members at the ensuing Annnual General Meeting. The dividend will be distributed to the members whose names appear on the register of members as on the date of Annual General Meeting.

HIGHLIGHT

During the year, your company has commissioned 383,625 MTPA of coal washery at Jamgaon, Raigarh.

The gross revenues from operations of the company have increased to Rs. 751.77 crore, registering a growth of 44.64% over previous year's level of Rs. 519.75 crore.

EXPANSION PROJECT

The company started its backward integration with capacity of 9 lacs MTPA of Beneficiation Plant, 6 lacs MTPA of Pellet Plant, 34 MW of Power Plant and 117,952 MTPA of Billet Plant. Pellet, Beneficiation and Power Plant has started trial production and your company will be in full control of EBITDA margins.

The company has option to sell the surplus pellet in the market to maximise the margins.

EXPORTS

During the year, the company has achieved the Export Turnover of Rs. 82.64 crore. Most of the exports were made to Nepal.

With firm commitment and through sustained efforts, your company has increased its rapport with customers in Nepal. Our product quality and timely delivery have found wide acceptance in the highly competitive international market.

CREDIT RATING

The Company's rating improved to "BBB " for long-term/ medium-term debt and various bank facilities sanctioned and/ or availed by the Company. Facilities with "CARE BBB " rating are considered to offer moderate safety for timely servicing of debt obligation. Such facilities carry moderate credit risk.

The Rating Committee reaffirmed the 'PR2' (PR Two) rating for short-term debt/facilities sanctioned and/or availed by the Company. Facilities with this rating will have an adequate capacity for timely payment of short- term debt obligation and carry higher credit risk.

The above rating continues to draw strength from promoters' experience, operational efficiency by virtue of having an integrated plant, production of value-added products fetching higher margins, increasing profit levels and moderate financial position.

CHANGE IN SHARE CAPITAL

i) Issue and allotment of preference share

During the year the company has issued and allotted 1,254,000 6% Non Cummulative Redeemable Preference Shares. The proceeds has been used in setting up of 34 MW Power Plant and expansion of Pellet Plant.

ii) Issue of Equity Shares on Preferential Basis

The Company has obtained approval of shareholders by postal ballot to issue 10,000,000 equity shares to specified persons on preferential basis and have duly allotted the shares. The company is in the process of making application to the stock exchange(s) where the shares of the company are listed to obtain in principle approval for listing of shares. The proceeds will be used up coming infrastructure development projects in Raigarh and to meet working capital requirements.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. Pavan Kumar Gupta, Director of the Company will retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

Mr. Amit Mehta, Director of the Company will retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

Necessary resolution for members approval for their reappointment forms part of the notice of the Annual General Meeting.

Your Directors recommend their re-appointment.

AUDITORS

M/s. S.R Batliboi & Co., Chartered Accountants, Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and M/s B. Chhawchharia and Co., Chartered Accountants, be appointed as the Statutory Auditors of the Company at the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

The Statutory auditors in their report for the year ended 31st March, 2011, had considered the income from commodity transactions as speculative in nature and have expressed their inability to ascertain the impact of the same on the tax expense and networth of the company. On the basis of expert opinion obtained, your company has considered the income from commodity transactions as business income. The management does not see any impact of these transactions on the tax expense and net worth of the company.

The Statutory auditors in the annexure to the auditors report for the year ended 31st March, 2012, had reported that short term funds amounting to Rs. 11,276.41 lacs, consisting of project creditors Rs. 5,061.98, unsecured loans Rs. 3,945.42 lacs and other short term borrowings Rs. 2,269.01 lacs have been used for long term investment towards acquisition of fixed assets. In this regard, the management would like to inform that the company had purchased the fixed assets on credit basis from the supplier which could have been paid by way of taking disbursement of term loan from banks. Unsecured loans has been brought in from corporates for part financing the expansion project. Your company has saved interest by purchasing capital goods on credit basis hence no negative impact of short term loan has been utilised for long term investments is there.

COST AUDITOR

Your Board has appointed Mr. S. Banerjee as Cost Auditor of the Company in accordance with the provisions of Section 233B of the Companies Act, 1956 read with Cost Accounting Records (Steel Plant) Rules, 1990, circular no. 15/2011[52/5/CAB-2011] dated 11th April, 2011 and circular no. 52/26/CAB- 2010 dated 3rd May, 2011 for the FY 2011-12 for conducting the cost audit of the Company relating to steel plant for the financial year ended 31st March, 2012.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i) In the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards were followed and no material departures were made from the same;

ii) The Directors 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 Company's state of the affairs at the end of the financial year ended 31st March, 2012 and the Company's profits for that period;

iii) The Directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company's assets and for preventing and detecting frauds and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, the Management Discussion and Analysis Report and a Certificate from Auditor regarding compliance of the conditions of Corporate Governance are annexed to this report.

SUBSIDIARIES & JOINT VENTURE

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards. The Ministry of Corporate Affairs, Government of India vide its Circular No. 51/12/2007-CL-lll dated 8th February,2011 has granted general exemption under Section 212(8) of the Companies Act, 1956, from attaching the balance sheet, profit and loss account and other documents of the subsidiary companies to the balance sheet of the Company,provided certain conditions are fulfilled. Accordingly, annual accounts of the subsidiary companies and the related detailed information will be made available to the holding and subsidiary companies' investors seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any investor at its Corporate Office in Kolkata and that of the subsidiary companies concerned.

SOCIAL OBLIGATION

Your Company recognises that its business activities have direct and indirect impact on the society. The Company strives to integrate its business values and operations in an ethical and transparent manner to demonstrate its commitment to sustainable development and to meet the interests of its stakeholders. The Company is committed to continuously improving its social responsibilities, environment and economic practices to make positive impact on the society.

GUIDING PRINCIPLES

Create a positive footprint within the society to make a meaningful difference in the lives of people by continually aligning its initiatives to the goals for sustainable development.

Maintain commitment to quality, health and safety in every respect of the business and people.

Undertake ethical business practices across the supply chain.

Make positive impact on the environment and promote good environmental practices.

Promote equality of opportunity and diversity of workforce throughout its business operations.

It is evident that there is a paradigm shift in the thought process on social responsibility. Today is the time when organisations have realised that social commitment is very much part of their business. Martin Luther King's words resonate powerfully when he made this earnest call for social justice: "human progress is neither automatic nor inevitable". We are faced now with the fact that tomorrow is today. Your company aims :

At establishing and maintaining a dynamic organisational structure suited to meet present and future Company needs;

Attracting competent personnel with growth potential, and developing their maximum capabilities in a working environment through the provision of opportunities for advancement and other incentives;

Developing and sustaining a favourable employee attitude and obtaining maximum contribution from employees through stable employment, adequate salaries commensurate with the Company's capacity to pay and maintaining good and safe working conditions and job satisfaction;

? Establishing a system for redressal of employees' grievances in the shortest possible time;

Providing training facilities, internal and external, and other opportunities for self-development in their current job and for advancement;

The steel making process is a highly resource and energy intensive process. All steel plants have upgraded their production processes with clean technologies so as to minimise the impact on the environment. The various factories and undertakings of the organisation comply with the rules and regulations laid down by the various regulatory bodies including carrying out of various checks and inspections from time to time. Your Company is committed to protection of the environment and the promotion of responsible corporate policies that conserve and optimally utilise resources and at the same time, sustain the economic environment for growth.

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

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed and forms a part of this report.

PARTICULARS OF EMPLOYEES

Particulars of remuneration paid in excess of limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the year under review is as follows.

Statement of the employees pursuant to Section 217(2A) of the Companies Act 1956,

Name & Qualification Age in Designation Date of years Employment

Mr. Puranmal Agrawal 63 Chairman 9th July, 2007 B. Com cum Whole time Director

Mr. Suresh Kumar Agrawal 59 Managing 9th July, 2007 B.E Mechanical Director

Name & Qualification Gross Experience Previous Remuneration (Yrs) Employment (Rs. in lacs)

Mr Puranmal Agarwal B.Com 36.00 23 -

Mr Suresh Kumar Agarwal B E Mechanical 30.00 18 -

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude for the valuable guidance and support given by the Government of India, various State Government departments, Financial Institutions, Banks and various stake holders such as Shareholders, Customers, Dealers, Suppliers and Investors during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff of the Company, resulting in the successful performance of the Company during the year.

For and on behalf of the Board

Sd/-

Puranmal Agrawal

Place: Kolkata Chairman

Date: 14th August, 2012


Mar 31, 2011

Dear members

We are delighted to present the report on our business & operations for the year ended 31st March, 2011

Financial Results

(Rs. in lacs)

2010-11 2009-10

Sales (Net of excise) & other income 51,345.03 39,585.38

Profit before depreciation and tax 8,642.90 5,080.26

Less: Depreciation 1,932.90 1,257.35

Profit before tax 6,710.00 3,822.91

Less: Fringe Benefit Tax - -

Provision for Income Tax (Including earlier years) 337.36 214.65

Provision for Deferred Tax 1,351.54 402.84

Net Profit 5,021.10 3,205.42

Add: Balance brought forward 1,4263.21 11,057.79

Less: Appropriations 691.27 –

Surplus carried to Balance Sheet 18,593.04 14,263.21

Dividend

(i) 6% Non-Cumulative redeemable preference shares: The Board recommended a proportionate dividend of sixty paisa per share on 75,40,000 shares.

(ii) Ordinary shares: The Board recommended a final dividend of fifty paisa per equity share. The dividend will be distributed to the members whose names appear on the register of members as on the date of Annual General Meeting. The dividends on preference and ordinary shares are subject to shareholders' approval at the Annual General Meeting.

Operational Review

The year 2010-11 saw the Company consolidate its position after a challenging recovery from the global economic crisis in the previous year. Increased capacity utilisation along with better product realisations ensured that the operating profit and EBITDA margins witnessed a remarkable improvement of 311 bps and 403 bps respectively over the previous year. This upward trend is expected to continue in 2011-12 and beyond, on account of incremental revenues kicking in from the newly commissioned projects in the fourth quarter of the financial year.

During the year 2010-11, the Company commissioned its 18 MW power plant and 1,15,500 MTPA sponge iron plant in January 2011. The Company achieved a net turnover of Rs. 47,746.94 lacs and profit before tax of Rs. 6,710.00 lacs. Your Company recorded net profit after taxes of Rs. 5,021.10 lacs

The Statutory auditors in their report for the year ended 31st March 2011, had considered the income from commodity transactions as speculative in nature and have expressed their inability to ascertain the impact of the same on the tax expense and networth of the company. On the basis of expert opinion obtained, your company has considered the income from commodity transactions as business income. The management does not see any impact of these transactions on the tax expense and net worth of the company.

The Statutory auditors in the annexure to the auditors report for the year ended 31st March 2011, had reported that short term funds amounting to Rs 2,757.95 lacs in the form of project creditors have been used for long term investment towards acquisition of fixed assets. In this regard, the management would like to inform that the company had purchased the fixed assets on credit basis from the supplier which could have been paid by way of taking disbursement of term loan from banks. Your company has saved interest by purchasing capital goods on credit basis hence no short term loan has been utilised for long term investments.

Projects & Expansion Plans

Project commissioned during FY 2010-11

The Company successfully commissioned its 18 MW-power plant and 115,500-MTPA sponge iron plant

Project under progress

The Company has enlisted a number of business-strengthening initiatives for 2010-11:

We expect to commission the second phase of 115,000 tonnes Sponge Iron Plant by April 2012 (financial closure achieved). This expansion will enhance our total sponge iron capacity to 4.22 lacs TPA

We expect to commission another 34 MW (thermal) Power Plant during the financial year at our Raigarh unit for merchant sales (financial closure in process).

We expect to commission our coal washery, to raise our overall capacity by 3,83,625 TPA during the financial year 2011-12. Further the construction of a 4-km railway siding reduced transportation costs on the one hand and eased logistics on the other.

We expect to commission a 6 lac MTPA pelletisation plant during the financial year, which will take our pellet capacity to 9 lac MTPA from the existing 3 lac MTPA.

Credit Rating

The Company's rating improved to “BBB ” for long-term/medium-term debt and various bank facilities sanctioned and/or availed by the Company. Facilities with “CARE BBB ” rating are considered to offer moderate safety for timely servicing of debt obligation. Such facilities carry moderate credit risk.

The Rating Committee reaffirmed the 'PR2' (PR Two) rating for short-term debt/facilities sanctioned and/or availed by the Company. Facilities with this rating will have an adequate capacity for timely payment of short- term debt obligation and carry higher credit risk.

The above rating continues to draw strength from promoters' experience, operational efficiency by virtue of having an integrated plant, production of value- added products fetching higher margins, increasing profit levels and moderate its financial position.

Corporate Governance

The Company complied with Corporate Governance requirements as stipulated under Clause 49 of the Equity Listing Agreement of Stock Exchange and accordingly, the report on Corporate Governance forms part of the annual report. The requisite Certificate from a Company Secretary in practice regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 is annexed to this report as also the Management Discussion and Analysis which is given as an Annexure to this report.

Social Obligation

Your Company believes that after customers, human resource is its most important capital and requires the same need to be empowered for achieving objectives from time to time. In this regard, employees are subjected to periodical training for skills upliftment and familiarisation with the latest techniques and practices, provided with a conducive working environment and motivated by extending compensation packages and benefits, which is the most competitive in India's steel industry.

The Company's plants comply with all norms for a clean and better environment by the competent authorities. The Company undertakes regular checks/inspections including certification

for the maintenance of the environment, health and safety. The Company values environmental protection and safety as a major consideration in its functioning. The Company has adequate effluent treatment plants to prevent pollution. The Company continuously endeavours to improve the quality of life in communities surrounding its industrial complex.

Directors' Responsibility Statement

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

i) In the preparation of the annual accounts for the year ended 31st March, 2011, the applicable accounting standards were followed and no material departures were made from the same;

ii) The Directors 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 Company's state of the affairs at the end of the financial year ended 31st March, 2011 and the Company's profits for that period;

iii) The Directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company's assets and for preventing and detecting frauds and other irregularities;

iv) The Directors prepared the annual accounts on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed and forms a part of this report.

Particulars of Employees

Particulars of remuneration paid in excess of limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the year under review is as follows.

Statement of the employees pursuant to Section 217(2A) of the Companies Act, 1956

Name & Qualification Age in Designation Date of years Employment

Mr. Puranmal Agrawal 61 Chairman cum 7th June, 2007 B. Com Whole time Director

Mr. Suresh Kumar Agrawal 58 Managing Director 7th June, 2007 B.E Mechanical

Name & Qualification Gross Remuneration Experience Previous (Rs. in lacs) (Yrs) Employment

Mr. Puranmal Agrawal 36.00 22 – B. Com

Mr. Suresh Kumar Agrawal 30.00 17 – B.E Mechanical

Auditors

M/s. S.R Batliboi & Co., Chartered Accountants, retire at the ensuing Annual General Meeting, and expressed their willingness to be reappointed.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. Arvind Kumar Saraf and Mr. Navneet Jagatramka, Directors of the Company will retire by rotation at the ensuing AGM and being eligible, offer themselves for reappointment.

Mr. Debabrata Mukherjee resigned from Directorship on 3rd May, 2010 and in his place Mr. Pavan Kumar Gupta has been appointed as a Director of the Company.

Mr. Niranjan Dash is no longer Director on the Board of the Company.

Acknowledgements

Your Directors would like to acknowledge and place on record their sincere appreciation of all stakeholders, shareholders, banks, dealers, vendors and other business partners for the excellent support received from them during the year. Your Directors recognise and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board Sd/-

Puranmal Agrawal Chairman

Place: Kolkata Date : 30th May, 2011


Mar 31, 2010

We are delighted to present the report on our business & operations for the year ended March 31,2010

Financial Results

(Rs. In Lacs)

2008-09

Sales (Net of excise) & other income 39.585.38 41,386.89

Profit Before Depreciation 5,080.26 5,658.36

Less-. Depreciation 1.257.35 741.13

Profit Before Tax - 3,822.91 4,917.23

Less : Fringe Benefit Tax - 13.36

: Provision for Income Tax

(Oncluding earlier years) 214.65 257.13

: Provision for Deferred Tax 402.84 657.70

Net Profit 3,205.42 3,989.04

Add: Balance Brought Forward 11,057.79 7,068.75

Surplus carried to Balance Sheet 14.263.21 11,057.79

Dividend

Your Directors are pleased to recommend a final dividend of fifty paisa per equity share. The dividend will be distributed to the members whose names appears on the register of members as on the date of Annual General Meeting.

Operational Review

The financial year 2009-2010 can be described as one of recovery from global economic crises. The Indian steel Industry witnessed an upward trend during the previous year, it has huge scopes in the future with massive scale of infrastructural development happening all across the country. This upward trend is expected to be continued on account of favourable conditions like competitive prices,

increase in consumption of steel owing to upcoming infrastructure and Greenfield projects, highly skilled and low cost workforce etc.

In March 2010, the company commissioned a 128,000 TPA structural rolling mill in Raigarh to manufacture steel angles, beams, joists and channels. The manufacture of these products altered our exposure from vulnerable sectors to value- added infrastructure and power sector segments.

Your company achieved net turnover of Rs. 39,585.38 lacs and profit before tax of Rs. 3,822,91 lacs. Your company recorded net profit after taxes of Rs. 3,205.42 lacs and earned cash profit before tax of Rs. 4,865.61 lacs.

Projects & Expansion Plans Project commissioned during FY 2009-2010

Structural Rolling mill having capacity of 1,28,000 MTPA was commissioned in the year 2009-2010 in Raigarh to manufacture steel angles, joists and channels.

In October 2009, the company has received plug-in with the state utilitys 132 KVA line, which enabled to market power to the open market.

Project under progress

The company has lined up a number of business-strengthening initiatives for 2010-11:

We expect to commission the first phase of

the 1,15,000-tonne sponge iron plant by September 2010 and the second phase of 1,15,000 tonnes by June 2011 (financial closure achieved). This expansion will enhance our total sponge iron capacity to 4.22 lacs tpa.

In sync with sponge iron capacity expansion, we intend to bring on stream our 18 MW power plant (16 MW WHRB and balance based on coal). While around 30 percent of the capacity will address captive requirements, the rest will be deployed for profitable merchant sales. We expect to commission another 34 MW (thermal) by April 2012 at our Raigarh unit for merchant sales (financial closure in process).

We are undertaking an expansion at our coal Washery to raise our overall capacity by 3,40,000 tpa for Rs 60 cr (financial closure achieved).The construction of a 2.4-km railway siding has reduced transportation costs on the one hand and eased logistics on the other.

Credit Rating

Your Company retained its "BBB" rating by CARE for long-term/medium term debt and various Bank facilities sanctioned and/or availed by the Company. Facilities with "CARE B8B" rating are considered to offer moderate safety for timely servicing of debt obligation. Such facilities carry moderate credit risk.

The Rating Committee has reaffirmed the PR2 (PR Two) rating for short-term debt/facilities sanctioned and/or availed by the Company. Facilities with this rating

would have adequate capacity for timely payment of short- term debt obligation and carry higher credit risk.

The above rating continue to draw strength from the experience of the promoters, operational efficiency by virtue of having an integrated plant, production of value added products fetching higher margin, increasing profit level and moderate financial position.

Corporate Governance

A Management Discussion and Analysis Report, Corporate Governance Report, Company Secretary in practice Certificate regarding compliance of conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, forms part of the Annual Report.

Social Obligation

Your Company believe that immediately after customers, human resource is its most important capital and the same need to be empowered in all possible ways for achieving objectives slated from time to time. In this regard, employees are subjected to periodical trainings for upliftment of their skills and familiarisation with latest techniques and practices, provided with most conducive working environment and always kept motivated by extending compensation packages and benefits most competitive in the Steel Industry in India.

The Companys plants comply with all norms set up for clean and better

environment by the competent authorities. The Company undertakes regular checks / inspections including certification for the maintenance of the environment, health and safety. The Company values environmental protection and safety as the major considerations in its functioning. The Company has adequate effluent Treatment Plants to prevent pollution. The Company is continuously endeavoring to improve the quality of life in the communities surrounding its industrial complex.

Directors Responsibility Statement

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956) your directors hereby confirm that.-

i) In the preparation of the annual accounts for the year ended March 31. 2010, the applicable accounting standards have been followed and no material departures have been made from the same:

ii) The Directors 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 the affairs of the Company at the end of the financial year ended March 31, 2010 and the Profit of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis.

Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed and forms a part of this report.

Particulars of Employees

Particulars of Remuneration paid in excess of limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the year under review is as follows



Statement of the Employees pursuant to Section 217(2A) of the Companies Act 1956,

Name of Director Age in years Designation Date of

Employment

Mr. Puranmal Agrawal 59 Chairman cum 07.06.2007

B. Com Whole time

Director

Mr. Suresh 57 Managing Director 07.06.2007

Kumar Agrawal

B.E Mechanical

Name of Director Gross Experience Previous

Remuneration (Yrs) Employment

(Rs in Lacs)

Mr. Puranmal Agrawal 36.00 21 -

B. Com

Mr. Suresh 30.00 16 -

Kumar Agrawal

B.E Mechanical

Auditors

M/s. S.R Batliboi & Co., Chartered Accountants,, retire at the ensuing Annual General Meeting, and have expressed their willingness to be re appointed.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr. Manish Agrawal, Director of the Company will retire by rotation at the ensuing AGM and being eligible, offers himself for re- appointment.

Mr. Saket Agrawal, Director of the Company will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

Acknowledgements

Your Directors would like to acknowledge and place on record their sincere appreciation of all stakeholders- shareholders, banks, dealers, vendors and other business partners for the excellent support received from them during the year. Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board



Place: Kolkata Puranmal Agrawal

Date: 28th June 2010 Chairman


Mar 31, 2009

We are delighted to present the report on our business & operations for the year ended March 31, 2009.

Financial Results

(Rs. In Lacs) 2008- 09 2007-08

Sales(Net of excise ) & other income 41386.89 37548.94

Profit Before Depreciation 5658.36 6779.78

Less: Depreciation 741.13 734.06

Profit Before Tax 4917.23 6045.72

Less: Fringe Benefit Tax 13.36 8.73

: Provision for Income Tax(Including earlier years) 257.13 726.07

: Provision for Deferred Tax 657.70 644.68

Net Profit 3989.04 4666.24

Add: Balance Brought Forward 7068.75 2402.51

Surplus carried to Balance Sheet 11057.79 7068.75

DIVIDEND

To conserve the resources for ongoing and future expansion projects, your directors are not recommending any dividend for the year under review.

OPERATIONAL REVIEW

The financial year 2008?09 has been eventful for your company with further momentum in improving operational efficiencies, laying strong foundation and building road map for modernization and expansion of steel plant with several new initiatives undertaken.

Your company achieved net turnover of Rs. 41386.89 lacs and profit before tax of Rs. 4917.23 lacs registering growth of 10.22% in turnover over previous year. Your company recorded net profit after taxes of Rs. 3989.04 lacs and earned cash profit before tax of Rs. 5387.87 lacs.

Captive Coal Block of Madanpur South Coal Company Limited, which was allotted to the Company by govt. of Chattisgarh is progressing as scheduled and should be commissioned in the year 2010?11.

With firm commitment and sustained efforts, your Company expects to maintain sustained growth in years to come.

PROJECTS & EXPANSION PLANS

a) Project commissioned during fy 2008?09

Pellet Plant having 3,00,000 MTPA capacity was commissioned on Trial basis in December 2008, and commerc ially in March 2009.

b) Project under progress

- Structural Rolling mill having capacity of 128000 MTPA

- 132 KVA Line.

- Raw material handling system

- 350 MTPA Sponge Iron Plant

- 18 MW Power Plant

- 383625 MTPA Coal Washry

- MSP Colony

- 30 MW Power Plant

CREDIT RATING

The rating for long-term/medium term debt and various Bank facilities sanctioned and/or availed by the Company has been assigned by Credit Analysis & Research Ltd. (CARE) as “CARE BBB –“(Triple B). “CARE BBB –” rating indicates adequate safety for timely servicing of debt obligations and moderate credit risk.

The rating for the short-term debt/facilities sanctioned and/or availed by the Company has been assigned as “PR2 ”. “PR2” rating indicates adequate capacity for timely payment of short-term debt obligations and high credit risk.

The ratings derive strength from experience of the promoters, operational efficiency by virtue of integrated plant, production of value added products fetching better margin,. moderate financial position with comfortable interest coverage, successful implementation of the ongoing projects and adequate backward integration.

CORPORATE GOVERNANCE

A Management Discussion and Analysis Report, Corporate Governance Report, Company Secretary in practice Certificate regarding compliance of conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, forms part of the Annual Report.

SOCIAL OBLIGATION

With the level of expansion going on in the Company, human resource assumes greater importance and has a significant place in the organizational structure. Well thought out plans can be executed and high value machinery and equipment can be operated only by human beings of appropriate knowledge, expertise and aptitude. A well manned Human Resource Department looks after the man power requirements, recruitments and training needs of the employees. Senior management reviews the personnel policies relating to remuneration packages, proper job distribution, career growth options and realization of personal aspirations of the employees. Emphasis is given to the overall development of the personality of individual employee and participation in sports and social activities is encouraged. Welfare schemes for employees and their families are run in the factories.

Your Company is fully aware of responsibility towards its own employees, their dependents and the local community within which the works are situated and to the people of Chattisgarh and India in general. Our driving objective has been to improve living and working condition of our large workforce and their dependents.

There has been a constant endeavor to interact with the workers on a day to day basis and promptly resolve issues that surface.

Personnel relationship with all employees remained cordial and harmonious throughout the year. Your director wishes to place on record their deep appreciation of the efficient and loyal services rendered by all staff and workforce of the company, without whose whole hearted efforts, such a good performance would not have been possible, in such difficult environment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956) your directors hereby confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2009, the applicable accounting standards have been followed and no material departures have been made from the same;

ii) The Directors 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 the affairs of the Company at the end of the financial year ended March 31, 2009 and the Profit of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis.

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

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed and forms a part of this report.

PARTICULARS OF EMPLOYEES

Particulars of Remuneration paid in excess of limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the year under review is as follows

Statement of the Employees pursuant to Section 217(2A) of the Companies Act 1956,

Name & Age in Designation Date of Qualification years Employme nt

Mr. Puranmal 58 Chairman cum 07.06.2007 Agrawal Whole time B. Com- Director

Mr. Suresh Kumar 56 Managing 07.06.2007 Agrawal Director B.E Mechanical



Name & Gross Experienc Previous Qualification Remunera e(Yrs) Employ tion(Rs in ment Lacs)

Mr. Puranmal Agrawal B. Com? 36.00 20 ?

Mr. Suresh Kumar Agrawal B.E Mechanical 30.00 15 ?

AUDITORS

M/s. S.R Batliboi & Co., Chartered Accountants, , retire at the ensuing Annual General Meeting, and have expressed their willingness to be re appointed.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company’s Articles of Association, Mr. Amit Mehta, Director of the Company will retire by rotation at the ensuing AGM and being eligible, offers himself for re?appointment.

Mr. Navneet Jagatramka, Director of the Company will retire by rotation at the ensuing AGM and being eligible, offers himself for re?appointment.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their appreciation for the co?operation and assistance received from the Central Government, the Government of Chattisgarh, the financial institutions, banks as well as the shareholders during the year under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all the employees of the Company.

Place:: Kolkata For and on behalf of the Board

Sd/-

Date: 29th June 2009 Puranmal Agrawal

Chairman

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