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Directors Report of OCL Iron & Steel Ltd.

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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