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Directors Report of OCL Iron & Steel Ltd.

Mar 31, 2018

The Directors are pleased to present the 13^th Annual Report on the business and operations of your Company along with the standalone and consolidated financial statements for the financial year ended 31^st March, 2018.

FINANCIAL RESULTS

The standalone and consolidated financial statements for the financial year ended March 31, 2018, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

Key highlights of financial performance of your Company for the financial year 2017-18 are provided below:

in Rupees lakhs except per equity share data

Particulars	Standalone		Consolidated
	31^st March, 2018 (Year Ended)	31^st March, 2017 (Year Ended)	31^st March, 2018 (Year Ended)	31^st March,2017 (Year Ended)
Revenue Revenue from Operations(Net of Taxes)	41446.19	27417.37	41446.19	27417.37
Other Income	457.26	316.13	503.09	395.17
Total Income from Operations	41903.45	27733.50	41949.28	27812.54
Expenses a) Cost of material consumed	40739.27	22827.52	40739.27	22827.52
b) Changes in inventories of finished goods, work in progress and stock in trade	(1017.00)	1135.94	(1017.00)	1135.94
c) Employee Benefit Expenses	2176.24	2162.42	2225.20	2331.08
d) Finance Cost	15711.03	13117.81	16750.24	13991.70
e) Depreciation & Amortization Expense	9071.52	9504.57	9827.81	10261.73
f) Other Expenses	7632.53	7518.60	7793.48	8371.19
Total Expenses	74313.59	56266.86	76319.00	58919.16
Profit/(Loss) from before exceptional items and tax	(32410.14)	(28533.36)	(34369.72)	(31106.62)
Exceptional Items	-	-	-	(1782.71)
Profit/(Loss) before tax	(32410.14)	(28533.36)	(34369.72)	(32889.33)
Tax Expenses	(6924.95)	(10576.03)	(7036.31)	(12123.32)
Net Profit/(Loss) from ordinary activities after tax	(25485.19)	(17957.33)	(27333.41)	(20766.01)
Other Comprehensive Income(net of tax)	29.10	22.20	31.87	24.89
Total Comprehensive Income(after tax)	(25456.09)	(17935.13)	(27301.54)	(20741.12)
Income attributable to the consolidated group	(25456.09)	(17935.13)	(27301.54)	(20741.12)
a) To Equity holders	(25456.09)	(17935.13)	(27296.91)	(20734.06)
b) To non controlling interest	-	-	(4.63)	(7.06)
Paid up equity share capital (Face Value of Re. 1 each)	1341.43	1341.43	1341.43	1341.43
Reserves excluding Revaluation Reserves as per balance sheet of previous accounting year	(15145.03)	10313.97	(27853.32)	(548.87)
Earning per Share(not annualised) a) Basic	(19.00)	(13.39)	(20.37)	(15.48)
b) Diluted	(19.00)	(13.39)	(20.37)	(15.48)

PERFORMANCE REVIEW

- STANDALONE

During the year under review, the Company earned revenue from operations amounting to Rs.41.446.19 lakhs as compared to Rs. 27,417.37 lakhs in the previous year. Loss after Tax stood at Rs. 25,485.19 lakhs as against Loss after Tax of Rs. 17,957.33 lakhs in the previous year.

- CONSOLIDATED

During the year under review, the Company earned revenue from operations amounting to Rs. 41.446.19 lakhs as compared to Rs. 27,417.37 lakhs in the previous year. Loss after Tax stood at Rs. 25,485.19 lakhs as against Loss after Tax of Rs. 17,957.33 lakhs in the previous year.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with Section 129 of the Companies Act 2013, Consolidated Financial Statements are attached and form part of the Annual Report and the same shall be laid before the ensuing Annual General Meeting along with the Financial Statements of the Company.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report

DIVIDEND

In view of losses incurred during the year under review the Board of Directors has not recommended any dividend for the financial year ended 31.03.2018.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

As per Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, all the shares in respect to which dividend has remained unclaimed/unpaid for a period of seven Consecutive year or more are required to transfer in the name of IEPF, but the company is not required to be transferred any amount to the IEPF established by the Central Government as the company has not declared any dividend for any financial year.

SHARE CAPITAL

During the year under review, there is no change in the Authorized share capital and Paid up share capital of the Company.

STATE OF COMPANY''S AFFAIRS

The state of affairs of the Company is presented as part of the Management Discussion and Analysis (MDA) Report forming part of the Annual Report.

There has been no change in the business of the Company during the financial year ended 31st March, 2018.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with Regulations 17 to 27 read with schedule V of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report on Corporate Governance, the Report on Management Discussion and Analysis and the requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance are provided in a separate section which forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2018, the applicable Accounting Standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2018 and of the profit/ loss of the Company for that period;

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

d) the Directors have prepared the Annual Accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SUBSIDIARIES AND ASSOCIATES

In accordance with proviso to sub-section (3) of Section 129 of the Companies Act 2013, a statement containing salient features of the financial statements of the Company''s subsidiaries and associate and the report on their performance and financial position in Form AOC-1 is annexed as Annexure-I forming part of the Annual Report, which covers the financial position of subsidiaries and Associate Company.

In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its audited standalone and the consolidated financial statements has been placed on the website of the Company. (URL: http://www.oclsteel.in/ investors.php)

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board has following Changes under review period:

S.NO.	NAME OF DIRECTOR	Designation	APPOINTMENT	RESIGNATION
1	Ms. Ankita Wadhawan	Director	-	05/09/2017
2	Ms. Anuradha Kapur	Director	05/09/2017	27/11/2017
3	Mr. Yogesh Kapur	Director	-	27/11/2017
4	Mr.Vinod Kumar Uppal	Director	-	31/12/2017
5	Mr. Birendrajee	Managing Director	-	26/05/2018
6	Ms. Khushboo Chugh	Company Secretary	02/08/2017	17/07/2018
7	Mr. Raj Kumar Ralhan	Chief Financial Officer	19/08/2017	13/02/2018
8	Mr. Mahesh Chand Agrawal	Director	13/02/2018	-
9	Mr.Bhawani Prasad Mishra	Managing Director	26/05/2018	-
10	Mr. Ram Babu Singh Tomar	Director	06/07/2018	-
11	Mr. Kamdev Behera	Chief Financial Officer	26/05/2018	-

The Board appreciates efforts and contribution towards the growth of the Company during the tenure of the Directors who had resigned during the reviewed period.

Re-appointments

Mr. Mahesh Chand Agrawal (DIN: 07554315) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommends his appointment.

The brief disclosure of Mr. Mahesh Chand Agrawal (DIN: 07554315) as required under Regulation 36(3) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act 2013, forms part of the notice convening Annual General Meeting.

During the review period, Key Managerial Personnel (KMPs) of the Company as per Section 2(51) and section 203 of the Companies Act, 2013 are as follows:

1.	Mr.	Bhawani Prasad Mishra	Managing Director
2.	M r.	Kamdev Behera	Chief Financial Officer
3.	Ms.	Khushboo Chugh	Company Secretary

*Ms. Khushboo Chugh resigned from the post of Company Secretary w e f 17^th July, 2018.

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Director in accordance with Section 149 (7) of the Companies Act, 2013, that he/she meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

BOARD MEETINGS

The Board met 4 (Four) times during the year, the details of which are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

BOARD EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The Board evaluated the effectiveness of its functioning and that of the committees and of individual Directors by seeking their inputs on various aspects of Board/Committee governance such as the Board composition and structure, effectiveness of board processes, active participation and contribution of directors in the Board/Committee meetings and the fulfilment of Directors obligation and their fiduciary responsibilities.

Further, the Independent Directors at their meeting, reviewed the performance of the Board, Chairman of the Board and of Non Executive Directors. The meeting also reviewed the coordination between the Company management and the Board which is required for the Board to effectively and reasonably perform their duties.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the internal audit function reports to the Chairman of the Audit Committee and all significant audit observations and corrective actions are presented to the Committee.

STATUTORY AUDITORS AND AUDITORS REPORT

Pursuant to provisions of Section 139 of the Companies Act, 2013 and rules framed there under, the statutory auditors of the Company M/s A.C. Gupta & Associates, Chartered Accountants, (Firm Regd. No: 008079N) was appointed from the conclusion of 10th Annual General Meeting (AGM) held on 30th September, 2015 until the conclusion of 15th Annual General Meeting of the Company and such remuneration as may be fixed by the Board.

M/s A.C. Gupta & Associates, Chartered Accountants, (Firm Regd. No: 008079N) have furnished a certificate of their eligibility under Section 139 and 141 of the Companies Act, 2013 and the Rules framed thereunder for the appointment as Auditors of the Company. Also as required under Regulation 33(1)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Company has received a consent letter from the statutory auditors for their ratification till 15th Annual General Meeting of the Company pursuant to provision 139 of the Companies Act, 2013 as amended from time to time.

However, for the Financial Year ended March 31, 2018, the auditors M/s A.C. Gupta & Associates, Chartered Accountants, (Firm Regd. No: 008079N), had not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) of the Act.

Further, the Auditor''s Report attached hereto for Financial Year ended March 31, 2018 does not have any qualifications and adverse remarks and the notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for further clarification.

DETAIL OF FRAUD AS PER AUDITORS REPORT

There is no fraud in the Company during the financial statements ended 31st March, 2018, this is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial statements ended 31st March, 2018.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Nitika & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR 3 for the Financial Year ended March 31, 2018 is annexed as Annexure II to the Report. There are no qualifications, reservations or adverse remarks by Secretarial Auditor in their report.

COST AUDITORS

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment and remuneration of Mr. Yash Pal Sardana (Membership No. 17996), a Practicing Cost Accountant as the Cost Auditor of the Company for the year ending 31 March, 2019. The remuneration of the cost auditor is subject to ratification by the members of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Disclosure on particulars relating to loans, guarantees or investments under section 186 of the Companies Act, 2013 have been provided as part of the financial statements.

TRANSACTIONS WITH RELATED PARTIES

In accordance with Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC- 2 are attached as Annexure III to this Report.

EXTRACT OF ANNUAL RETURN

In terms of Section 134(3) (a) of the Companies Act, 2013 read with Rule 12(1) of Companies (Management & Administration) Rules, 2014, the extract of Annual Return of the Company in Form MGT-9 is attached as Annexure IV to this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are attached as Annexure V to this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the Company is given separately, under head "Management Discussion and Analysis Report" & forms part of this report.

DISCLOSURE REQUIREMENTS

Details of the Familiarization Programme of the independent directors are available on the website of the Company (http://www.oclsteel.in/investors.php). Policy on dealing related party transactions is available on the website of the Company (http://www.oclsteel.in/investors.php).

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and as per SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 (URLhttp://www.oclsteel.in/ investors.php)

COMMITTEES OF THE BOARD

The Company''s Board has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The details of the membership and attendance at the meetings of the above Committees of the board are provided in the Corporate Governance section of the annual report.

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

Pursuant to Section 134(3) & 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the Board has framed a policy for selection and appointment of Directors and senior management personnel, which inter alia includes the criteria for determining qualifications, positive attributes and independence of a Director(s)/Key managerial personnel and their remuneration. Details of the policy on appointment and remuneration are available on the website of the Company (URL: http://www.oclsteel.in/investors.php)

CORPORATE SOCIAL RESPONSIBILITY

A brief outline of the Corporate Social Responsibility Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure VI of this report as per the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The composition of CSR committee and other related details are provided in the Corporate Governance section, forming part of this Report. The policy is available on the website of the Company. (URL: http://www.oclsteel.in/investors.php)

AUDIT COMMITTEE

The Audit Committee was re-constituted by the Board of Directors . The Composition of Audit Committee as on date is as follows:

NAME OF MEMBERS	DESISGNATION
Mr. Sanjay Tiku	Chairman
Mr. Mahesh Chand Agrawal	Member
Mr. Bhawani Prasad Mishra	Member

Further Mr. Yogesh Kapur & Mr Vinod Kumar Uppal Member of Audit Committee resigned From the Directorship of the Company w.e.f 27/11/2017 & 31/12/2017 . The Company Secretary of the Company is the secretary of the Committee. The Board of Directors has accepted all the recommendations of the Audit Committee.

VIGIL MECHANISM

The Company has in place a vigil mechanism in the form of Whistle Blower Policy. It aims at providing avenues for employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that they will be protected against victimization and for any whistle blowing conducted by them in good faith. The policy is intended to encourage and enable the employees of the Company to raise serious concerns within the organization rather than overlooking a problem or handling it externally.

The Company is committed to the highest possible standard of openness, probity and accountability. It contains safeguards to protect any person who uses the Vigil Mechanism by raising any concern in good faith. The Company protects the identity of the whistle blower if the whistle blower so desires, however the whistle blower needs to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process.

If circumstances so require, the employee can make a complaint directly to the Chairman of the Audit Committee. The Company also provides a platform to its employees for having direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Company Secretary is the Compliance Officer of the Vigil Mechanism Committee. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy. The details of elements of risk and mitigation measures are provided in the Management Discussion and Analysis section of the Annual Report.

ANTI SEXUAL HARASSMENT POLICY

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2017-18, no complaints were received by the committee

PARTICULARS OF EMPLOYEES

(a) The ratio of remuneration of each director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board''s report Annexure - VII.

(b) The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is NIL.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from public, members or employees under the Companies Act, 2013 and as such, no amount of principal or interest on public deposits was outstanding as on the date of balance sheet.

SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

DEMATERIALISATION AND LISTING

The equity shares of the Company are admitted to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31^st March 2018, 130442333 Equity Shares representing 97.24% of the Equity Share Capital of the Company are in dematerialized form. The Equity Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company with respect to its Equity Shares is INE 196J01019.

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited and are actively traded.

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India, M/s S. Khurana & Associates, Company Secretaries, New Delhi, undertook the Reconciliation of Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.

The reconciliation of Share Capital Audit Report as submitted by M/s S. Khurana & Associates, Company Secretaries, New Delhi, on quarterly basis was forwarded to the BSE Limited and National Stock Exchange of India Limited where the Equity Shares of the Company are listed.

INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the workmen were highly cordial. Human resources initiatives such as skill up gradation, training, appropriate reward & recognition systems and productivity improvement were the key focus areas for development of the employees of the Company.

INVESTOR RELATIONS

Your Company always endeavours to promptly respond to members'' requests/grievances. Each and every issue raised by the members is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressed of investors'' grievances.

GOODS AND SERVICE TAX (GST)

GST is an Indirect Tax which has replaced many Indirect Taxes in India. The Goods and Service Tax Act was passed in the Parliament on 29th March 2017. Goods and Service Tax (GST) came into effect from July 01, 2017 through the implementation of one Hundred and first amendment of the Constitution of India. The tax replaced existing multiple cascading taxes levied by the Central and State Government. As GST is one indirect tax for the entire country.

Your company has successfully implemented and migrated to GST followed by the changes across various departments/operation of the Company.

ACKNOWLEDGEMENT

Your Directors wish to place on record the sincere and dedicated efforts of all the employee of the Company. Your Directors also take this opportunity to offer their sincere thanks to the Financial Institutions, Banks and other Government Agencies, valued customers, investors and all the stakeholders for their continued support, co-operation and assistance.

BY ORDER OF THE BOARD

FOR OCL IRON AND STEEL LIMITED

Place : New Delhi Sanjay Tiku

Dated : 20.08.2018 (Chairman)

DIN: 00300566

Mar 31, 2016

DIRECTORSâ REPORT

THE MEMBERS,

OCL IRON AND STEEL LIMITED

The Directors are pleased to present the 11^th Annual Report on the business and operations of your Company along with the Audited financial statements for the financial year ended 31^st March, 2016.

STANDALONE FINANCIAL RESULTS (Rupees in Lacs)

Particulars	Year ended 31^st March, 2016	Year ended 31^st March, 2015
Revenue from Operations Other Income	35,580.44 1184.01	1,01,278.29 957.96
Total Revenue	36,764.45	1,02,236.25
Total Expenses	35,994.69	91,759.45
Profit before Finance Cost, Depreciation and Tax Finance Cost Depreciation Profit before exceptional items and tax Tax Expenses Exceptional Items Profit after Taxation Add balance brought forward from Previous Year Surplus/(Deficit)Available	769.76 12,089.31 8,391.88 (19,711.43) (6,479.90) (1,336.77) (14,568.30) (4,118.19) (18,686.49)	10,476.80 12,180.06 5,479.48 (7,182.74) (2,634.67) (1,071.77) (5,619.84) 1,479.04 (4,140.80)
APPROPRIATION Adjustment of MAT Surplus/(Deficit) carried to Balance Sheet	0.00 (18,686.49)	22.61 (4,118.19)

PPERFORMANCE

During the year under review, the Company earned revenue from operations amounting to Rs. 35,580.44 lacs as compared to Rs. 101,278.29 lacs in the previous year. Loss after Tax stood at Rs. (14568.30) lacs as against Loss after Tax of Rs. (5619.84) lacs in the previous year.

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended 31.03.2016.

CONSOLIDATED FINANCIAL STATEMENT

STATE OF COMPANY''S AFFAIRS

The state of affairs of the Company is presented as part of the Management Discussion and Analysis (MDA) Report forming part of the Annual Report.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with Clause 49 of the Listing Agreement executed with BSE Limited and National Stock Exchange of India Limited read with Regulation 17 to 27 and schedule V of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report on Corporate Governance, the Report on Management Discussion and Analysis and the requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance are provided in a separate section which forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2016, the applicable Accounting Standards have been followed and there are no material departures from the same;

b) 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 affairs of the Company as at 31^st March 2016 and of the profit/loss of the Company for that period;

d) the Directors have prepared the Annual Accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SUBSIDIARIES AND ASSOCIATE

In accordance with proviso to sub-section (3) of Section 129 of the Companies Act 2013, a statement containing salient features of the financial statements of the Company''s subsidiaries and associate and the report on their performance and financial position in Form AOC-1 is annexed to the financial statements and forms part of the Annual Report, which covers the financial position of subsidiaries and Associate Company. (Annexure-I)

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, Mr. Ajai Kumar Gupta has resigned from the post of Company Secretary of Company w.e.f. May 14, 2016. The Board appreciates his efforts and contribution towards the growth of the Company during the tenure of his appointment.

Further, Pursuant to Section 203 of the Companies Act, 2013 the Board of Directors of the Company appointed Ms. Yugami Arora as Company Secretary of the Company w.e.f May 27, 2016.

Mr. Vinod Kumar Uppal, (DIN: 00897121) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommends his appointment.

A Brief Resume of Mr. Vinod Kumar Uppal as required under Regulation 36(3) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act 2013, forms part of the notice convening Annual General Meeting.

During the period under review, the Company lost its Director Mr. Rajiv Kapur, who left for his heavenly abode. Mr. Rajiv Kapur made an invaluable contribution to the growth and development of the Company.

Apart from that, There has been no other change in the Directors and Key Managerial Personnel of the Company.

FAMILIARIZATION PROGRAMME

Details of the familiarization programme of the Independent Directors are available on the website of the Company. (URL: http://www.oclsteel.in/investors.php)

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Director in accordance with Section 149 (7) of the Companies Act, 2013, that he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

BOARD MEETINGS

The Board met 9 times during the year, the details of which are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning and that of the committees and of individual Directors by seeking their inputs on various aspects of Board/Committee governance such as the Board composition and structure, effectiveness of board processes, active participation and contribution of directors in the Board/Committee meetings and the fulfillment of Directors obligation and their fiduciary responsibilities.

Further, the Independent Directors at their meeting, reviewed the performance of the Board, Chairman of the Board and of Non Executive Directors. The meeting also reviewed the co-ordination between the Company management and the Board which is required for the Board to effectively and reasonably perform their duties.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

STATUTORY AUDITORS AND AUDITORS REPORT

M/s A.C. Gupta & Associates, Chartered Accountants, (Firm Regd. No: 008079N) were appointed as Statutory Auditors of the Company for the period of five years subject to the ratification of their appointment at every Annual General Meeting. M/s A.C. Gupta & Associates, Chartered Accountants have confirmed their eligibility and willingness to accept office, if their appointment is ratified at the ensuing Annual General Meeting. The proposal for the ratification of their appointment is included in the notice for Annual General Meeting sent herewith.

The Company has received a consent letter from the statutory auditors for their appointment, and a certificate from them that their appointment, if ratified, shall be in accordance with the conditions as prescribed under the Companies Act, 2013 and that they are not disqualified for appointment.

The Auditor''s Report does not contain any qualifications, reservations or adverse remarks. The Report is attached hereto and is self-explanatory requiring no further elucidation.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s S. Khurana & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR 3 for the Financial Year ended March 31, 2016 is annexed as Annexure II to the Report. There are no qualifications, reservations or adverse remarks by Secretarial Auditor in their report.

COST AUDIT

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment and remuneration of Mr. Yash Pal Sardana (Membership No. 17996), a Practicing Cost Accountant as the Cost Auditors of the Company for the year ending 31 March, 2017. The remuneration of the cost auditor is subject to ratification by the members of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Disclosure on particulars relating to loans, guarantees or investments under section 186 of the Companies Act, 2013 have been provided as part of the financial statements.

TRANSACTIONS WITH RELATED PARTIES

In accordance with Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 are attached as Annexure III to this Report.

EXTRACT OF ANNUAL RETURN

In terms of Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of Companies (Management & Administration) Rules, 2014, the extract of Annual Return of the Company in Form MGT-9 is attached as Annexure IV to this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

COMMITTEES OF THE BOARD

The Company''s Board has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The details of the membership and attendance at the meetings of the above Committees of the board are provided in the Corporate Governance section of the annual report.

POLICY ON APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the Board has framed a policy for selection and appointment of Directors and senior management personnel, which inter alia includes the criteria for determining qualifications, positive attributes and independence of a Director(s)/Key managerial personnel and their remuneration. Details of the policy on appointment and remuneration are available on the website of the Company (URL: http://www.oclsteel.in/investors.php)

CORPORATE SOCIAL RESPONSIBILITY

AUDIT COMMITTEE

The Audit Committee comprises Mr. Yogesh Kapur, Independent Director as Chairman, Mr. Sanjay Tiku and Mr. Vinod Kumar Uppal as Members. The Board of Directors have accepted all the recommendations of the Audit Committee.

VIGIL MECHANISM

RISK MANAGEMENT

ANTI SEXUAL HARASSMENT POLICY

PARTICULARS OF EMPLOYEES

The details as required in terms of the provisions of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - VII to this Report.

The particulars of employees as required in terms of the provisions of Section 197 read with Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is Nil.

PUBLIC DEPOSITS

SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

DEMATERIALISATION AND LISTING

The equity shares of the Company are admitted to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31^st March 2016, 13,01,85,332 Equity Shares representing 97.05% of the Equity Share Capital of the Company are in dematerialized form. The Equity Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company with respect to its Equity Shares is INE 196J01019.

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited and are actively traded.

MATERIAL CHANGES AND COMMITMENTS

The Company was under financial stress and had difficulty in certain payments to its lenders and in view of the same a Joint Lenders Forum (hereinafter referred as "JLF") was constituted as per the binding guidelines of Reserve Bank of India ("RBI") to arrive at the Corrective Action Plan to assist the OCL Iron and Steel Limited to overcome the financial stress. These guidelines dated 26th February 2014 and as amended on 8th July 2015 and 25th February 2016 provide for restructuring and revitalization refinance of various facilities advances by Lenders.

RECONCILIATION OF SHARE CAPITAL AUDIT

INDUSTRIAL RELATIONS

INVESTOR RELATIONS

Your Company always endeavors to promptly respond to members'' requests/grievances. Each and every issue raised by the members is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressal of investors'' grievances.

ACKNOWLEDGEMENT

BY ORDER OF THE BOARD

FOR OCL IRON AND STEEL LIMITED

Sd/-

Place : New Delhi Yogesh Kapur

Dated : 06.08.2016 (Chairman)

DIN: 00014385

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Ninth Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS (Rupees in Lacs)

Particulars Year ended Year ended 31st March, 2014 31st March, 2013

Revenue from Operations 61093.00 32565.88

Other Income 888.92 1969.89

Total Revenue 61981.92 34535.77

Total Expenses 56588.84 31961.24

Profit before Finance Cost, Depreciation and Tax 5393.08 2574.53

Finance Cost 3200.12 835.61

Depreciation 1859.18 1058.66

Profit before tax 333.78 680.26

Tax Expenses 93.34 262.53

Profit after Taxation 240.44 417.73

Add balance brought forward from Previous Year 1891.86 2236.77

Surplus Available 2132.30 2654.50

APPROPRIATION

Transfer to Debenture Redemption Reserve Account 0.00 109.38

Transfer to Capital Redemption Reserve Account 530.05 530.05

Dividend on Preference Shares 106.01 106.01

Tax on Dividend of Preference Shares 17.20 17.20

Surplus carried to Balance Sheet 1479.04 1891.86

PERFORMANCE

During the year under review, the Company has earned revenue from operations amounting to Rs. 61093.00 lacs as compared to Rs. 32565.88 lacs in the previous year. Profit after Tax (PAT) stood at Rs. 240.44 lacs as against Rs. 417.73 lacs in the previous year.

DIVIDEND

For the year ended 31st March, 2014, the Board of Directors recommends dividend @ 2% on Fully Paid- up Redeemable Non Cumulative Preference Shares. However, in view of the ongoing expansion projects of the Company, no dividend is recommended on Equity Shares of the Company. The total outgo on account of dividend on Preference Shares will be Rs. 123.21 lacs (including dividend tax of Rs. 17.20 lacs).

OPERATIONS

During the FY 2013-14, the Company produced 95,554 MT of DRI as compared to 87,247 MT in FY 2012-13. During the year, Company produced 75,557 MT of MS Billets as compared to 69,677 MT in FY 2012-13.

The Company has generated 907.04 lacs units of power as compared to 821.23 lacs units in FY 2012- 13.

DIRECTORS

During the period under review, Mr. Sanjiv Bhasin (DIN: 01119788), Director of the Company resigned from the Directorship w.e.f. 13th August, 2013. The Board wishes to place on record, its appreciation for the contribution made by Mr. Sanjiv Bhasin (DIN: 01119788) during his association with the Company as a director.

Mr. Vinod Kumar Uppal, (DIN: 00897121) Director of the Company retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Brief resume of the Director proposed to be re-appointed as stipulated under Clause 49 of the Listing Agreement is provided in the notice forming part of Annual Report. Further, the name of the Companies in which he holds memberships/chairmanships of Board/Committees, is provided in the Corporate Governance Section of this Annual Report.

SUBSIDIARIES

In accordance with the general circular dated 08/02/2011 read with circular dated 21/02/2011, issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the holding and subsidiary Company seeking information at any point of time. The Annual Accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company includes the financial results of its Subsidiary Companies.

AUDITORS

M/s A.C. Gupta & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and have given their consent for re- appointment.

COST AUDITORS

In terms of Section 148 of the Companies Act, 2013, Mr. Yash Pal Sardana (Membership No. 17996) Practicing Cost Accountant was appointed by the Board to audit the cost records of the Company for the year ended 31st March, 2015.

AUDITOR''S REPORT

The Auditor''s Report is attached hereto and is self-explanatory requiring no elucidation.

PUBLIC DEPOSITS

Since, the Company has not accepted any deposits, no information is required to be furnished in this respect.

DEMATERIALISATION OF SHARES

The Company has admitted its shares to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialisation of shares. The International Securities Identification Number (ISIN) allotted to the Company with respect to Equity Shares is INE 196J01019. The Equity Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI).

The Equity Shares of the Company are actively traded on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).

As on 31st March, 2014, 12,97,86,612 Equity Shares representing 96.75% of your Company''s Equity Share Capital are in dematerialized form.

LISTING AT STOCK EXCHANGES

The Equity Shares of Company are listed on "Bombay Stock Exchange Limited" and "National Stock Exchange of India Limited". The Company has paid its Annual Listing Fee to the stock exchanges for the financial year 2014-2015.

STATUTORY INFORMATION

* Particulars of Employees under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975- NIL

* Statutory details of Energy Conservation and Technology Absorption, R&D activities and Foreign Exchange Earning and Outgo, as required under Section 217(1)(e) of the Companies Act, 1956 and rules prescribed there under i.e. the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in the Annexure I and form part of this Annual Report.

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India ("SEBI"), M/s Iqneet Kaur & Company, Company Secretaries, New Delhi, undertakes the Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with the admitted, issued and paid up capital of the Company.

The Share Capital Audit Reports as submitted by M/s Iqneet Kaur & Company, Company Secretaries, New Delhi, on quarterly basis were forwarded to the Bombay Stock Exchange Limited and National Stock Exchange of India Limited where the Equity Shares of the Company are listed.

CASH FLOW STATEMENT

As required by Clause 32 of the Listing Agreement a Cash Flow Statement is annexed and forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

Consolidated Financial Statements in accordance with Accounting Standard-21 issued by The Institute of Chartered Accountants of India have been provided in the Annual Report. These Consolidated Financial Statements provide financial information about your Company and its subsidiaries as a single economic entity.

CORPORATE GOVERNANCE

A separate Section on Corporate Governance, Management Discussion and Analysis and the certificate from the CEO, CFO and Company''s Statutory Auditors as required under Clause 49 of the Listing Agreement with stock exchange, is forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable Accounting Standards have been followed;

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

(iii) that 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 for preventing and detecting fraud and other irregularities; and

(iv) that the Directors have prepared the Annual Accounts on Going Concern Basis.

INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the workmen were highly cordial.

Human resource initiatives such as skill upgradation, training, appropriate reward & recognition systems and productivity improvement were the key focus areas for development of the employees of the Company.

INVESTOR RELATIONS

Your Company always endeavors to promptly respond to shareholders'' requests/grievances. Each and every issue raised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressal of investors'' grievances.

ACKNOWLEDGEMENT

Your Directors wish to place on record the sincere and dedicated efforts of all the employee of the Company. Your Directors also take this opportunity to offer their sincere thanks to the Financial Institutions, Banks and other Government Agencies, valued customers and the investors for their continued support, co-operation and assistance.

By Order Of The Board FOR OCL IRON AND STEEL LIMITED

Sd/- Place : New Delhi Yogesh Kapur Dated : 3rd September, 2014 Chairman DIN: 00014385

Mar 31, 2013

TO THE MEMBERS OF OCL IRON AND STEEL LIMITED

The Directors take pleasure in presenting the Eighth Annual Report on the performance of the Company together with the Audited Annual Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

(Rupees in Lacs) Particulars Year ended Year ended 31st March, 2013 31st March, 2012

Revenue from Operations 32565.88 31304.81

Other Income 1969.89 3219.30

Total Revenue 34535.77 34524.11

Total Expenses 31961.24 30339.56

Profit before Finance Cost, Depreciation and Tax 2574.53 4184.55

Finance Cost 835.61 934.76

Depreciation 1058.66 944.10

Profit before tax 680.26 2305.69

Tax Expenses 262.53 566.68

Profit after Taxation 417.73 1739.01

Add balance brought forward from Previous Year 2236.77 1260.40

Surplus Available 2654.50 2999.41

APPROPRIATION

Transfer to Debenture Redemption Reserve Account 109.38 109.38

Transfer to Preference Shares Redemption Reserve Account 530.05 530.05

Dividend on Preference Shares 106.01 106.01

Tax on Dividend of Preference Shares 17.20 17.20

Surplus carried to Balance Sheet 1891.86 2236.77

PERFORMANCE

During the year under review, the Company has earned revenue from Operations of Rs. 32565.88 lacs as compared to Rs. 31304.81 lacs in the previous year. Profit after Tax (PAT) stood at Rs. 417.73 lacs as against Rs. 1739.01 lacs in the previous year.

DIVIDEND

The Board of Directors recommends dividend @ 2% on Fully Paid-up Redeemable Non Cumulative Preference Shares for the year ended 31st March, 2013. However, in view of the ongoing expansion project of the Company no dividend is recommended on Equity Shares of the Company. The total outgo on account of dividend on Preference Shares will be Rs. 123.21 lacs (including dividend tax of Rs. 17.20 lacs).

OPERATIONS

During the FY2012-13, the Company produced 87,247 MT, compared to 105,840 MT of Sponge Iron in FY 2011-12. During the year, Company produced 69,677 MT, compared to 81,888 MT of Steel Billets in FY 2011-12.

The Company has generated 821.23 lac units of power during the year.

DIRECTORS

Mr. Chetan Vimalkumar Shah and Mr. Sanjiv Bhasin, Directors of the Company have resigned from the Directorship of the Company w.e.f. 28th January, 2013 and 13th August, 2013 respectively. The board wishes to place on record, its appreciation for the contribution made by them during their association with the Company.

Mr. Sanjay Tiku, Director of the Company retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Brief resume of the Director proposed to be re-appointed as stipulated under Clause 49 of the Listing Agreement is provided in the notice forming part of Annual Report. Further, the name of the Companies in which he holds the membership/chairmanship of Board Committees, is provided in the Corporate Governance Section of this Annual Report.

SUBSIDIARIES

In accordance with the general circular dated 08/02/2011 read with circular dated 21/02/2011, issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However, the financial information of the Subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the holding and subsidiary Company seeking information at any point of time. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company includes the financial results of its subsidiary companies.

AUDITORS

M/s A.C. Gupta & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and your Directors recommend their re-appointment.

The Company has received letter from M/s A.C. Gupta & Associates, Chartered Accountants, to the effect that their re-appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and that they are not disqualified from such appointment in terms of Section 226 of the Companies Act, 1956.

COST AUDITORS

Pursuant to the Companies (Cost Accounting Records) Rules, 2011 issued by the Ministry of Corporate Affairs, Mr. Yash Pal Sardana (Membership No. 17996) Practicing Cost Accountant was appointed to conduct audit of cost records relating to Steel Plant for the financial year ended 31st March, 2013. The due date for filing of Cost Audit Reports of the Company for the year 2011-2012 was 30/09/2012 and the same were filed on 23/02/2013.

AUDITORS'' REPORT

The Auditors Report is attached hereto which is self-explanatory and does not require elucidation.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975, hence no information is required to be furnished in this respect.

DEMATERIALISATION OF SHARES

The Company has admitted its shares to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialisation of shares. The International Securities Identification Number (ISIN) allotted to the Company with respect to Equity Shares is INE 196J01019. The Equity Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI).

The Equity Shares of the Company are actively traded on BSE and NSE.

As on 31st March, 2013, 12,95,17,019 Equity Shares representing 96.55% of your Company''s Equity Share Capital are in dematerialized form.

LISTING AT STOCK EXCHANGES

The Equity Shares of Company are listed on "Bombay Stock Exchange Limited" and "National Stock Exchange of India Limited". The Company has paid its Annual Listing Fee to the stock exchanges for the financial year 2013 - 2014.

STATUTORY INFORMATION

- Particulars of Employees under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975- NIL

- Statutory details of Energy Conservation and Technology Absorption, R&D activities and Foreign Exchange Earning and Outgo, as required under Section 217(1) (e) of the Companies Act, 1956 and rules prescribed thereunder i.e. the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in the Annexure I and form part of this Annual Report.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Director''s Report and the certificate from the CEO, CFO and Company''s Statutory Auditors as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis of the Company''s financial condition including the results of operations of the Company for the year under review, as required under Clause 49 of the Listing Agreement with stock exchange, is presented in a separate section forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable Accounting Standards have been followed;

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

(iii) that 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 for preventing and detecting fraud and other irregularities; and

(iv) that the Directors have prepared the Annual Accounts on Going Concern Basis.

INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the workmen were highly cordial.

INVESTOR RELATIONS

Your Company always endeavors to promptly respond to shareholders'' requests / grievances. Each and every issue raised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Share Transfer and Investors'' Grievance Committee of the Board periodically reviews the status of the redressal of investors grievances.

EMPLOYEES'' WELFARE

Your Company continued to implement several welfare measures for the Employees and their families which were implemented with utmost zeal.

ACKNOWLEDGEMENT

Your Directors wish to place on record the sincere and dedicated efforts of all the members of the Company''s team. Your Directors also take this opportunity to offer their sincere thanks to the Financial Institutions, Banks and other Government Agencies, valued customers and the investors for their continued support, co-operation and assistance.

By Order Of The Board

FOR OCL IRON AND STEEL LIMITED

Sd/-

Place : New Delhi Yogesh Kapur

Dated : 2nd September, 2013 Chairman

Mar 31, 2012

To The Members of OCL Iron and Steel Limited

The directors take pleasure in presenting the Seventh Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2012.

Financial Results (Rupees in Lacs)

Particulars Year ended Year ended 31st March 2012 31st March, 2011

Revenue from Operations 31304.81 23630.81

Other Income 3219.30 1693.80

Total Revenue 34524.11 25324.61

Total Expenses 30339.56 22642.57

Profit before Interest, Depreciation and Tax 4184.55 2682.04

Interest 934.76 760.60

Depreciation 944.10 795.46

Profit/(loss) before tax 2305.69 1125.98

Tax Expenses 566.68 (50.00)

Profit after Taxation 1739.01 1175.98

Add balance brought forward from Previous Year 1260.40 899.82

Surplus Available 2999.41 2075.80

APPROPRIATION

Transfer to Debenture Redemption Reserve Account 109.38 203.75

Transfer to Capital Redemption Reserve Account 530.05 530.05

Dividend on Preference Shares 106.01 69.98

Tax on Dividend of Preference Shares 17.20 11.62

Surplus carried to Balance Sheet 2236.77 1260.40

Performance

During the year under review, the Company achieved Revenue from Operations of Rs. 31304.81 lacs as compared to Rs. 23,630.81 lacs in the previous year. Profit before interest, depreciation and taxes stood at Rs. 4184.55 lacs as against Rs. 2682.04 lacs in previous year. Profit after Tax (PAT) stood at Rs. 1739.01 Lacs as against Rs. 1175.98 Lacs in the previous year.

Dividend

The Board of Directors recommends dividend @ 2% on Redeemable Non Cumulative Preference Shares for the year ended 31st March, 2012. However, in view of the ongoing expansion project of the Company no dividend is recommended on equity shares of the company. The total outgo on account of dividend will be Rs. 123.21 lacs (including dividend tax of Rs. 17.20 lacs)

Operations

During the year under review the Company produced 105840.00 MT of sponge iron and sold 28754.08 MT and 81888 MT of MS billets and sold 83961 MT.

The Company has generated 885.98 lac units of power during the year.

The Company's plant located at A-285, Chopanki Industrial Area, Chopanki, Bhiwadi, District Alwar, Rajasthan - 301019, having cold Rolling Facility, has become operational.

Directors

During the period under review, Mr. Sanjay Tiku, Mr. Chetan Vimal Kumar Shah and Mr. Vinod Kumar Uppal were appointed as Additional Director(s) in the Board of the Company. Pursuant to Section 260 of the Companies Act, 1956 their tenure as directors expires on the date of the present Annual General Meeting. Notice(s) signifying the intention to appoint them as directors have been received from the members of the Company and accordingly respective resolutions to that effect have been provided in the notice of the Annual General Meeting as special business.

Mr. K.T. James, has resigned from the Directorship w.e.f. 10th July, 2012.

Mr. Aditya Malhotra and Mr. Yogesh Kapur retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Brief resume of the Directors proposed to be appointed/reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, as stipulated under clause 49 of the Listing Agreements with the Stock Exchanges in India, are provided in notice forming part of the Annual Report.

Subsidiaries

In accordance with the general circular dated 08/02/2011 read with circular dated 21/02/2011, issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However the financial information of the Subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

The Company's Subsidieries are Aron Auto Limited and Oriental Iron Castings Limited.

Auditors Report

The Auditors Report is self explanatory and therefore, does not call for any further comments. Auditors

M/s A.C. Gupta & Associates, Auditors of the Company vacate their office at the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept their appointment as statutory auditors of the Company, if appointed.

Cost Auditors

Pursuant to the Companies (Cost Accounting Records) Rules, 2011 issued by the Ministry of Corporate Affairs and Mr. Yash Pal Sardana (membership No. 17996) practising Cost Accountant, was appointed to Conduct audit of cost records of steel plant for the year ended 31 March, 2012. Cost Auditor Reports would be submitted within prescribed time.

Fixed Deposits

During the period under review, the Company has not accepted any public deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956.

De-materialisation of shares

The Company's equity shares are available for de-materialization on both the depositories' viz., NSDL & CDSL. Shareholders may be aware that SEBI has made trading in your company's shares mandatory, in de-materialized form. As on 31st March 2012, 129317294 equity shares representing 96.40% of your Company's Equity share capital have been de-materialized.

Listing at Stock Exchange

The Shares of Company are listed on The Bombay Stock Exchange Limited, Mumbai and The National Stock Exchange of India Limited, Mumbai. The Company has paid annual listing fee to the Stock Exchanges for the year 2012 - 2013.

Statutory Information

- Particulars of Employees under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 -NIL

- Statutory details of Energy Conservation and Technology Absorption, R & D activities and Foreign Exchange Earnings and Outgo, as required under Section 217(1)(e) of the Companies Act, 1956 and rules prescribed there under i.e. the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in the Annexure and form part of this Report.

Corporate Governance

A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the Company's Managing Director and auditors confirming compliance of Corporate Governance norms as stipulated in clause 49 of the Listing Agreement with the Indian Stock Exchanges is included in the Annual Report.

Management Discussion and Analysis

Management Discussion and Analysis of financial condition including the results of operations of the Company for the year under review, as required under clause 49 of the Listing Agreement with Stock Exchanges is presented in a separate section forming part of the Annual Report.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 with respect to Directors' Responsibility Statement, it is hereby confirmed:-

- That in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable Accounting Standards have been followed;

- That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year (31st March, 2012) and of the profit or loss of the Company for the period under review (2011-12);

- That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- That the Directors had prepared the annual accounts on a going concern basis.

Industrial Relations

During the year under review, the relations between the Management and the workmen were highly cordial.

Investor Relations

Your Company always endeavors to promptly respond to shareholders' requests / grievances. Each and every issue raised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Shareholders' and Investors' Grievances Committee of the Board periodically reviews the status of the redressal of investors' grievances.

Employee Welfare

Your Company demonstrated that it is a caring organization by constantly devising and implementing several welfare measures for the employees and their families. Employee welfare programmes and schemes were implemented with utmost zeal and they were constantly reviewed and improvements were made wherever necessary at the earliest.

Acknowledgement

Your Directors wish to place on record their appreciation to all the stakeholders including all the employees of the Company for their dedicated support, which has enabled the Company to continue to grow during the year under review. Your Directors also take this opportunity to offer their sincere thanks for the assistance from the Financial Institutions, Banks and other Government Authorities for their continued support.

By order of the Board

For OCL Iron and Steel Limited

Sd/-

Place : New Delhi (Yogesh Kapur)

Date : 3rd September, 2012 Chairman

Mar 31, 2011

The Members

OCL Iron and Steel Limited

The directors take pleasure in presenting the Sixth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Rupees in Lacs)

Particulars Year ended Year ended

31st March, 2011 31st March, 2010

Sales and Operating Income 22360.13 19118.75

Other Income 2119.77 129.28

Total Expenditure 21849.60 17730.84

Profit before Interest, Depreciation and Tax 2630.30 1517.19

Depreciation 743.72 771.88

Interest 760.60 694.95

Profit / (loss) before tax 1125.98 50.36

Provision for taxation (50.00) 30.13

Profit after Taxation 1175.98 20.23

Add balance brought forward from Previous Year 899.82 894.59

Surplus Available 2075.80 914.82

APPROPRIATION

Dividend on Preference Shares 69.98 -

Tax on Dividend of Preference Shares 11.62 -

Transfer to Capital Redemption Reserve Account 530.05 -

Transfer to Debenture Redemption Reserve Account 203.75 15.00

Surplus carried to Balance Sheet 1260.40 899.82

2075.80 914.82

Performance

During the year under review, the Company achieved Sales and Operating Income of Rs. 22360.13 lacs as compared to Rs. 19118.75 lacs in the previous year. Gross profit before interest, depreciation and taxes stood at Rs. 2630.30 lacs as against Rs. 1517.19 lacs in previous year. Profit after tax (PAT) stood at Rs. 1175.98 lacs as against Rs. 20.23 lacs in the previous year.

Dividend

The Board of Directors recommend dividend @ 2% on Redeemable Non Cumulative Pereference Shares for the year ended 31st March, 2011 from the date of allotment on pro rata basis. However, no dividend is recommended on equity Shares of the Company. The total outgo on account of dividend will be Rs. 81.60 lacs (including dividend tax of Rs. 11.62 lacs).

Operations

During the year under review the Company produced :

- 92781 MT of sponge iron and sold 23687 Mt.

- 74510 Mt of MS billets and sold 75069 MT.

The Company has generated 881.62 lacs units of power during the year.

Directors

Mr. K.T. James and Mr. Sanjeev Bhasin retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under clause 49 of the Listing Agreements with the Stock Exchanges in India, are provided in notice forming part of the Annual Report.

Subsidiaries

The Company does not have any subsidiary.

Auditors

M/s A.C. Gupta & Associates vacate their office at the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept their appointment as statutory auditors of the Company, if appointed.

The Auditors' Report and Notes to Accouts as referred in the Auditors' report are self explanatory & therefore do not call for any further comments or explanations.

Fixed Deposits

During the period under review the Company has not accepted any public deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956.

De-materialisation of shares

The Company's equity shares are available for de-materialization on both the depositories' viz., NSDL & CDSL. 'Shareholders may be aware that SEBI has made trading in your company's shares mandatorily, in de-materialized form. As on 31st March 2011, 129084422 equity shares representing 96.23% of your Company's Equity shares capital have been de-materialized.

Listing at Stock Exchange

The Shares of the Company are listed on The Bombay Stock Exchange Limited, Mumbai and The National Stock Exchange of India Limited, Mumbai. The Company has paid annual listing fee to the Stock exchanges for the year 2011 - 2012.

Statutory Information

- Particular of Employees under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 -NIL

- Statutory details of Energy Conservation and Technology Absorption R&D activities and Foreign Exchange Earning and Outgo, as required under Section 217(1) (e) of the Companies Act, 1956 and rules prescribed there under i.e. the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in the Annexure and form part of this Report.

Corporate Governance

A separate section on Corporate Governance forming part of the Directors' Report and the certificate from Company's Managing Director and Auditors confirming compliance of Corporate Governance norms as stipulated in clause 49 of the Listing Agreement with the Indian Stock Exchanges is included in the Annual Report.

Management Discussion and Analysis

Management Discussion and Analysis of financial condition including the results of operations of the Company for the year under review, as required under clause 49 of the Listing Agreement with Stock Exchanges is presented in a separate section forming part of the Annual Report.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 with respect to Directors' Responsibility Statement, it is hereby confirmed:-

- That in the preparation of the annual accounts for the year ended 31st March, 2011, the applicable Accounting Standards have been followed;

- 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 (31st March, 2011) and of the profit or loss of the Company for the period under review (2010-11);

- That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- That the Directors had prepared the annual accounts on a going concern basis.

Industrial Relations

During the year under review, the relations between the Management and the workmen were highly cordial.

Investor Relations

Your Company always endeavors to promptly respond to shareholders' requests / grievances. Each and every issue raised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Shareholders' and Investors' Grievances Committee of the Board periodically reviews the status of the redressal of investors' grievances.

Employee Welfare

Your Company demonstrated that it is a caring organization by constantly devising and implementing several welfare measures for the employees and their families. Employee welfare programmes and schemes were implemented with utmost zeal and they were constantly reviewed and improvements were made wherever necessary at the earliest.

Acknowledgement

Your Directors wish to place on record the sincere and dedicated efforts of all the members of the company's team which has made it possible to achieve excellent growth. Your Directors also take this opportunity to offer their sincere thanks to the Financial Institutions, Banks and other Government Agencies, our valued customers and the investors for their continued support, co-operation and assistance.

Your Directors also wish to acknowledge the contribution made by the employees at all levels and above all the trust and confidence reposed by the shareholders.

By order of the Board

For OCL Iron and Steel limited

Sd/-

Place : New Delhi (Yogesh Kapur)

Date : September 3, 2011 Chairman

Mar 31, 2010

The directors take pleasure in presenting the Fifth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rupees in Lacs)

Particulars Year ended Year ended 31st March, 2010 31st March, 2009

Sales and Operating Income 19175.70 21426.90

Other Income 72.33 107.98

Total Expenditure 17730.84 19257.20

Profit before Interest, Depreciation and Tax 1517.19 2277.68

Depreciation 771.88 812.81

Interest 694.95 824.07

Profit/(loss) before tax 50.36 640.80

Provision for taxation 30.13 247.31

Profit after Taxation 20.23 393.49

Add balance brought forward from Previous Year 894.59 610.48

Surplus Available 914.82 1003.97 APPROPRIATION

Transfer to debenture redemption reserve account 15.00 109.38

Surplus Carried to Balance Sheet 899.82 894.59

Performance

During the year under review, the Company achieved Sales and Operating Income of Rs. 19175.70 lacs as compared to Rs. 21426.90 lacs in the previous year. Gross profit before interest, depreciation and taxes stood at Rs. 1517.19 lacs as against Rs. 2277.68 lacs in the previous year. Though, profitability margins were affected due to lower steel prices and correspondingly higher raw material costs during FY 2009-10, the margins have started improving during last quarter ended March 31, 2010.

Dividend

The Board of Directors do not recommend any dividend for the year ended 31st March 2010. Operations

During the year under review the Company produced :

- 96003 MT of sponge iron and sold 24845 MT.

- 76074 MT of MS billets and sold 75488 MT.

The Company has generated 918 lac units of power during the year.

Change in Management

During the year under review, M/s Garima Buildprop Private Limited acquired 60.83% shares from the outgoing promoters of the Company and further acquired 15.38% shares from the general public through open offer pursuant to SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 which resulted in acquisition of 76.21% equity stake in the Company.

Consequent to the above acquisition, Garima Buildprop Private Limited became the holding Company and New Promoter of the company.

Subsequent to the takeover, there was change in the management of the Company. Mr. Nand Kishore Taori and Mr. Aditya Malhotra were appointed as directors and Dr. Sheoraj Jain, Mr. Raghu Hari Dalmia, Mr. Surendra Kumar Dalmia, Mr. Sabyasachi Mishra and Mr. K.M. Poddar resigned from the directorship of the Company.

Directors

During the period under review, Shri Nand Kishore Taori, Shri Aditya Malhotra, Shri K.T. James and Shri Sanjiv

Bhasin were appointed as Additional Director on the Board of the Company. Pursuant to Section 260 of the Companies Act, 1956 their tenure as directors expires on the date of the present Annual General Meeting. Notice(s) signifying the intention to appoint them as directors have been received from the members of the Company and accordingly respective resolutions to that effect have been provided in the notice of the Annual General Meeting as special business.

Shri Yogesh Kapur retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Brief resume of the Directors proposed to be appointed/reappointed, nature of their expertise in specific functional areas and names of Companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, are provided in notice forming part of the Annual Report.

Share Capital

Issue of Preference Shares

Subsequent to the year under review, the Company has issued and alloted 5,30,05,000 (Five Crore Thirty Lacs and Five Thousand) fully paid Redeemable Non-Cumulative Preference Shares for Rs. 530.05 crores.

Subsidiaries

The Company does not have any subsidiary.

Auditors

M/s A.C. Gupta & Associates, Chartered Accountants, were appointed as Statutory Auditors by the members to fill the casual vacancy caused by the resignation of earlier auditors i.e. M/s V. Shankar Aiyar & Co. M/s A.C. Gupta & Associates vacate their office at the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept their appointment as statutory auditors of the Company, if appointed.

Fixed Deposits

During the period under review the Company has not accepted any public deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956.

De-materialisation of shares

Companys equity shares are available for de-materialization on both the depositories viz. NSDL & CDSL. Shareholders may be aware that SEBI has made trading in your companys shares mandatory, in de-materialized form. As on 31st March 2010, 128657369 equity shares representing 95.91% of your Companys Equity share capital have been de- materialized.

Listing at Stock Exchange

The Shares of company are listed on The Bombay Stock Exchange Limited, Mumbai and The National Stock Exchange of India Limited, Mumbai. The company has paid annual listing fee to the Stock exchanges for the year 2010 - 2011.

Statutory Information

- Particular of Employees under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 - NIL

- Statutory details of Energy Conservation and Technology Absorption R&D activities and Foreign Exchange Earning and Outgo, as required under Section 217(1) (e) of the Companies Act, 1956 and rules prescribed there- under i.e. the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in the Annexure and form part of this Report.

Corporate Governance

A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Companys Auditors confirming compliance of Corporate Governance norms as stipulated in Clause 49 (VII )of the Listing Agreement with the Indian Stock Exchanges is included in the Annual Report.

Management Discussion and Analysis

Management Discussion and Analysis of financial condition including the results of operations of the Company for the year under review as required under clause 49 of the Listing Agreement with stock exchange is presented in separate section forming part of the Annual Report.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed :-

- That in the preparation of the Annual Accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed;

- 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 and of the profit or loss of the Company for the period under review;

That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

- That the Directors had prepared the annual accounts on a going concern basis. Industrial Relations

During the year under review, the relations between the Management and the workmen were highly cordial.

Investor Relations

Your Company always endeavours to promptly respond to shareholders requests / grievances. Each and every issue raised by the shareholders is taken up with utmost priority and every endeavour is made to provide them a satisfactory reply at the earliest. The Shareholders and Investors Grievances Committee of the Board periodically reviews the status of the redressal of investors grievances.

Employee Welfare

Your Company demonstrated that it is a caring organization by constantly devising and implementing several welfare measures for the employees and their families. Employee welfare programmes and schemes were implemented with utmost zeal and they were constantly reviewed and improvements were made wherever necessary, at the earliest.

Acknowledgement

Your Directors wish to place on record the sincere and dedicated efforts of all the members of the Companys team. Your Directors also take this opportunity to offer their sincere thanks to the Financial Institutions, Banks and other Government Agencies, our valued customers and the investors for their continued support, co-operation and assistance.

By order of the Board For OCL Iron and Steel limited

Sd/- Place : New Delhi (Yogesh Kapur) Date : August 31, 2010 Chairman

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