Directors Report of Ram Minerals & Chemicals Ltd.

Mar 31, 2014

The Shareholders

ICVL Chemicals Limited

The Directors are pleased to present their 3rd Annual Report on the business, operations and financial performance together with audited accounts statement for the financial year ended 31st March 2014.

1. OVERALL REVIEW:

Overall, 2013-14 has been a satisfying year. During the year under review, the Company has recorded a Profit of Rs. 75,651/- as compared to the last years'' profits of Rs.24,512/-, showing a growth of 208.62%. The Company is exploring avenues for business opportunities and wish to enter into the new area of activity. The Company is trying its best to keep its expenses in check in spite of inflationary trends and to revive its business. Barring unforeseen circumstances, we expect better performance in the financial year 2014-15. The detailed information on all business activities of the Company is provided in the Management Discussion and Analysis Report.

Presently, the Company is engaged in the business of trading in chemicals and providing Advisory and Consultancy Services. The Company is also planning to expand its business by entering into Infrastructure Sector. As the Indian Economy is developing rapidly, the growth in the infrastructure sector is also speeding up to align with the growing demands of developing economy. The Board is looking forward to explore the potential offer by this sector and maximise value for its shareholders.

In order to create sustained shareholder values which capitalizes on socio- economic changes in India driven by rapid urbanization and consumer spending, the Company is planning to re-orient its existing product portfolio. In the industrial chemicals and fertilizers verticals, the Company proposes to drive cost leadership and new solutions. It is the intent of the Company to maintain tight control on capital/ spends in these areas and to focus more on value creation through new solutions and service offerings.

2. FINANCIAL RESULTS:

The Company''s financial results for the financial year ended on the 31st March, 2014 are as under:

Particulars For The Year Ended 31st March 2014 31st March 2013 (Rs.) (Rs.)

Revenue from Operations 4,50,000.00 6,10,000.00

Add: Other Income 4,22,804.00 1,74,764.00

Total Revenue (I) 8,72,804.00 7,84,764.00

Total Expenses (II) 7,52,553.00 7,48,751.00

Profit/ (Loss) Before Tax (I - II) 1,20,251.00 36,012.00

Less: (a) Exceptional Items - -

(b) Extraordinary Items - -

(c) Tax Expenses (Current Tax) (51,000.00) (11,500.00)

Profit/(Loss) from the period from continuing 69,251.00 24,512.00

operations

Add: Previous Year Tax Adjustment 6,400.00 -

Profit/(Loss) for the period 75,651.00 24,512.00

Profit/(Loss) After Tax 75,651.00 24,512.00

Profit/ (Loss) brought forward from previous (2,42,178.00) (2,66,690.00) year(s)

Balance carried to the Balance Sheet (1,66,527.00) (2,42,178.00)

3. MATERIAL CHANGES:

Change in Control and Management of the Company

During the financial year, M/s Ram Alloy Castings Pvt. Ltd. acquired 81,00,000 Equity Shares of the Company, representing 24.92% of the total Paid up Capital in compliance with relevant provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Further, an open offer was given by M/s Ram Alloy Castings Pvt. Ltd to the Public Shareholders of M/s ICVL Chemicals Limited pursuant to the relevant provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, to acquire 8,73,000 Equity Shares of the Company from the Outgoing Promoter Group, representing 2.68% of the total Paid up Capital, at a price of Re. 6.20/- per share.

Thus, upon completion of the aforesaid statutory formalities, M/s Ram Alloy Castings Pvt. Ltd. has now become the new promoters of the Company w.e.f. 29th May, 2014.

Thereafter, pursuant to the Change in Management of the Company, Mr. Vinay Kumar, Mr. Vikash Rana and Mr. Ankur Sharma were appointed as Additional Directors with effect from 16th June, 2014 and Mr. Amit Kumar Singh was appointed as an Additional Directors with effect from 11th July, 2014 on the Board of the Company.

Appointment of Company Secretary

The Company has appointed Ms. Divya Rai, a member of the Institute of Company Secretaries of India as Company Secretary and Compliance officer with effect from 25th July, 2014.

Increase in Authorized Share Capital

The Authorized Share Capital of the Company has been increased from Rs. 3,50,00,000/- (Rupees Three Crores and Fifty Lacs only), divided into 3,50,00,000 (Rupees Three Crores Fifty Lacs) Equity Shares of Re.1/- (Rupee One only) each to Rs. 4,50,00,000/- (Rupees Four Crores Fifty Lacs only), divided into 4,50,00,000 (Four Crores Fifty Lacs) Equity Shares of Re.1/- (Rupees One only) each in the Extra-ordinary General Meeting of the Company held on 7th August, 2014, in accordance with the provisions of Memorandum and Articles of Association.

Offer of shares under Preferential Allotment

In order to meet the financial requirements for the future projects, the Company at its meeting held on 7th August, 2014 has approved offer/allotment of 1,00,00,000 (One Crore) Equity Shares of face value of Re. 1/- (Rupee One only) per share at an offer price of Rs.23/- (Rupees Twenty Three only) per share, including a premium of Rs. 22/- (Rupees Twenty Two only) per share on preferential basis as per SEBI (Issue of Capital and Disclosures Requirement) Regulations, 2009.

The Company has applied for the In-Principle approval for listing of the aforesaid shares on the Bombay Stock Exchange (BSE) which is pending before BSE. The Company is expecting the approval from BSE shortly.

Appointment of Chief Financial Officer (CFO)

Pursuant to Section 203 of the Companies Act, 2013, read with Rule 8 of the Companies (Appointment and Remuneration) Rules, 2014, the Board at its meeting held on 6th September, 2014 has appointed Mr. Vinay Kumar as the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) for a period of 3 years with effect from 6th September, 2014.

4. DIVIDEND:

The management believes that the profits earned during the financial year must be retained and redeployed for the operations of the Company. As the Company needs further funds to enhance its business operations, upgrade the efficiency and to meet out the deficiencies in working capital, the Directors do not recommend any dividend on Equity Shares for the financial year 2013-14.

5. TRANSFER TO RESERVES IN TERMS OF SECTION 217(1)(B) OF THE COMPANIES ACT, 1956:

The Company has not transferred any sum to Reserves for the financial year ended on 31st March, 2014.

6. AUDITORS:

The Board recommends the appointment of M/s N. Kantan & Associates, Chartered Accountants, New Delhi as Statutory Auditors of the Company in place of M/s J. B. Dudhela & Co., Chartered Accountants, who will retire at the ensuing Annual General Meeting, to hold office from the conclusion of this Annual General Meeting (AGM) until the conclusion of the sixth Annual General Meeting, considering this Annual General Meeting as 1st Annual General Meeting of the Company, subject to the ratification by the Members at every AGM held after this AGM.

The Company has received a confirmation from the proposed Auditors to the effect that their appointment if made would be within the limits prescribed under Section 141(3) of the Companies Act, 2013.

7. AUDITOR''S REPORT:

The Auditor''s Report is annexed with the Audited Accounts of the Company. The observations made in the report are self explanatory and require no further clarification.

8. EXTRAORDINARY GENERAL MEETING:

An Extra Ordinary General Meeting (EGM) was held on August 7th, 2014 for approval of the following:

1. To increase the Authorized share capital of the Company from Rs 3,50,00,000/- (Rupees Three Crores Fifty Lacs only) to Rs. 4,50,00,000/- (Rupees Four Crores Fifty Lacs only) and alteration in the Capital Clause of the Memorandum of Association for the same.

2. To offer, issue and allot upto 1,00,00,000 (One crore) Equity Shares of face value of Re. 1/- (Rupee One only) each at an offer price of Rs. 23/- (Rupees Twenty Three only) each, including a premium of Rs. 22/- (Rupees Twenty Two only) each, on preferential basis.

9. INTERNAL CONTROL SYSTEM

The Company has an adequate system of internal control covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintenance of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliances with regulations and for ensuring reliability of financial reporting.

10. DIRECTORS:

During the period under review, Mr. Vinay Kumar, Mr. Vikash Rana and Mr. Ankur Sharma were appointed as Additional Directors with effect from 16th June, 2014 and Mr. Amit Kumar Singh was appointed as an Additional Director on the Board of the Company with effect from 11th July, 2014 to hold office up to the ensuing Annual General Meeting (AGM) of the Company.

During the period under review, following Directors resigned from the Company:

S. Name of the director DIN Date of Resignation No

1. Mr. Hemant J. Mehta 02647068 6th September, 2013

2. Mr. Vipul Modi 00796116 16th June, 2014

3. Mrs. Leena Modi 00796382 16th June, 2014

4. Mr. Siddharth Shah 00389042 16th June, 2014

Mr. Venkateshwara 5. Suram Rao 03138031 11th July, 2014

The Board appreciates the contribution made by them during their tenure as Directors of the Company.

The present composition of Board is as follows:

S. Name of the director DIN Designation Date of No. Appointment

1 Mr. Vinay Kumar 06779770 Additional June 16th, 2014 Director

2 Mr. Vikash Rana 05181168 Additional June 16th, 2014 Director

3 Mr. Ankur Sharma 06625403 Additional June 16th, 2014 Director

4 Mr. Amit Kumar Singh 06903719 Additional July 11th, 2014 Director

Mr. Vinay Kumar, who was appointed as an Additional Director of the Company w.e.f. June 16th, 2014 and who holds office upto the date of the forthcoming Annual General Meeting of the Company has been proposed in writing by the shareholder for the office of the Director liable to retire by rotation.

Further, Mr. Vikash Rana, who was appointed as an Additional Director of the Company w.e.f. June 16th, 2014 and who holds office upto the date of the forthcoming Annual General Meeting of the Company has been proposed in writing by the shareholder for the office of the Director not liable to retire by rotation.

Further, Mr. Ankur Sharma, who was appointed as an Additional Director of the Company w.e.f. June 16th, 2014 and who holds office upto the date of the forthcoming Annual General Meeting of the Company has been proposed in writing by the shareholder for the office of the Director liable to retire by rotation.

Further, Mr. Amit Kumr Singh, who was appointed as an Additional Director of the Company w.e.f. July 11th, 2014 and who holds office upto the date of the forthcoming Annual General Meeting of the Company has been proposed in writing by the shareholder for the office as an Independent Director of the Company.

Your Directors recommend their appointment as the Director of the Company.

Mr. Vikash Rana is proposed to be appointed as the Managing Director of the Company w.e.f. 30th September, 2014.

Your Directors recommend their appointment as the Managing Director of the Company.

None of the Directors of the Company are disqualified under the provision of Section 164 of the Companies Act, 2013 as applicable on the date of this Directors'' Report.

The Company has been very recently acquired by M/s Ram Alloy Castings Pvt. Ltd. Consequently, the entire composition of the Board is under transition phase. Therefore, the Company is in process of re-constituting its Board and the committees thereof in compliance with Clause 49 of the listing agreement and the Companies Act, 2013.

11. COMMITTEES:

The Company is in process of constituting Audit Committee and Nomination & Remuneration Committee as per the requirements of clause 49 of the Listing Agreement and the Companies Act, 2013. The Board of Directors has constituted the Investor''s/Shareholder''s Grievance Committee and the Share Transfer Committee. The terms of reference of the Board Committees are determined by the Board from time to time. Signed minutes of the Committee meetings are placed in the Board Meetings for information of the Board.

The role and composition of these Committees, including the number of the meetings held during the financial year have been provided in the Corporate Governance Report forming part of this report.

12. LISTING COMPLIANCES:

Your Directors are pleased to inform you that during the year under review all compliances related to listing with the Bombay stock Exchange have been duly complied. However, there has been a change in management of the Company pursuant to the completion of Open Offer, consequent to which Company is in process of re-constituting its Board in accordance with Clause 49 of the Listing Agreement.

13. PUBLIC DEPOSITS:

The Company has not accepted any public deposits within the meaning of the provisions of section 58-A of the Companies Act, 1956, read with the Companies Act (Acceptance of Deposits) Rules, 1975. Therefore, no amount on account of principal or interest on Public Deposits was outstanding as on the date of the Balance Sheet.

14. CORPORATE GOVERNANCE REPORT:

Corporate Governance Report along with the Auditor''s Certificate confirming Compliance with the conditions of corporate governance forms part of this Report.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The management Discussion and Analysis Report is prepared in accordance with the requirements of Clause 49 of the Listing Agreement entered into with the Stock Exchange, and forms part of the Annual Report.

16. DIRECTORS RESPONSIBILITY STATEMENT:

The Financial Statements are prepared under the historical cost convention following the Going Concern Concept and on Accrual Basis of accounting, in conformity with the accounting principles generally accepted in India and comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

The Board accepts responsibility for the integrity and objectivity of these financial statements. The Board of Directors has taken sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 (to the applicable) and the Companies Act, 2013 (to the extent notified), to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, your Directors, based on the representation received from the Operating Management, and after due enquiry, confirm:

1. That in the preparation of the accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the selected accounting policies were applied consistently and the Directors made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2014 and of the profit of the company for that period.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

17. SECRETARIAL COMPLIANCE CERTIFICATE

As per the requirement of section 383A of the Companies Act 1956 and Companies (Compliance Certificate) Rules 2001, the Company has obtained a certificate from Grover Ahuja and Associates, Company Secretaries, for the financial year ended March 31st, 2014, that the Company has complied with all provision of Companies Act, 1956. The clauses referred to in compliance certificate are self-explanatory and, therefore do not call for any further comments.

18. PARTICULARS OF EMPLOYEES:

As none of the Employees of the Company was in receipt of remuneration, which is more than the limits as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be disclosed in this Report.

19. INFORMATION REQUIRED UNDER SECTION 217(1) (E) OF COMPANIES ACT REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company did not have any activity related to conservation of energy, technology absorption. There was neither foreign exchange earnings nor outgo during the period under review.

20. ACKNOWLEDGEMENT:

The Board wishes to express their sincere gratitude for the continued co-operation, encouragement and support extended by the shareholders and Bankers of the Company. The Board also wishes to express their deep appreciation of the dedication services of the officers, staff and workers of the Company who have contributed in the performance and the Company''s inherent strength.

By the Order of the Board For ICVL Chemicals Limited

Place: Mumbai Dated: 6th September, 2014 Sd/- Vinay Kumar (Chairman) DIN: 06779770

Address: Sector-II/B, Q. No. - 2-312 B.S.City, Bokaro, Jharkhand-827001

---

Mar 31, 2013

To, The Shareholders of ICVL Chemicals Limited.

The Directors are pleased to present their 2nd Annual Report together with audited account statement for the year ended on the 31st March, 2013.

1. BUSINESS ACTIVITY:

The Company''s financial result for the year ended on the 31st March, 2013 are as under:

S. Particulars Current Year Previous Year No. (in Rs.) (in Rs.)

i) Total Receipts 784764 119043997

ii) Profit/(Loss) before Depreciation 186116 31650

iii) Depreciation 150104 73340

iv) Profit/(loss) before Tax 36012 (41690)

- a. Provision for Income Tax 11500 -

b. Deferred Tax Assets/Liabilities - -

c. Fringe Benefit Tax - -

vi) Profit /(Loss) after tax 24512 (41690)

vii) Profit/(Loss) brought forward from previous year (s) - -

viii) Balance carried to the Balance Sheet 24512 (41690)

2. DIVIDEND:

Your directors do not recommend any dividend for the financial year 2012-13.

3. OPERATIONS:

During the year under review, your company has recorded total income of Rs. 784764/- showing a decrease as compared to last year, despite that company recorded a profit of Rs.24512/-. The detailed information on all business activities of the company is provided in the Management Discussion and Analysis Report.

4. AUDITORS AND THEIR REPORT

M/s J. B. Dudhela & Co., Chartered Accountants, the auditors of the company are retiring at the conclusion of the ensuing Annual General Meeting of the company and being eligible offer themselves for reappointment as Auditors. The Company has received certificate to the effect that their appointment, if made, would be within the limit prescribed under Section 224 (IB) of the Companies Act, 1956.

The Auditor''s Report is self-explanatory and needs no clarification.

5. PARTICULARS OF EMPLOYEES

During the year under review, the Company did not have any employee attracting provisions of Section 217 (2A) of the Companies Act, 1956.

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

The Company did not have any activity related to conservation of energy, technology absorption. There was neither foreign exchange earnings and outgo during the year under review.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report is prepared in accordance with the requirements of '' Clause 49 of the Listing Agreement entered into with the Stock Exchanges, and forms part of this Annual Report.

8. CORPORATE GOVERNANCE REPORT:

Corporate Governance Report along with the Auditor''s Certificate confirming Compliance with the conditions of Corporate Governance forms part of this report.

9. INVESTOR RELATIONS:

Your company continues to provide prompt investor service through quick resolution of investor grievances. Your company has designated an exclusive email id viz. [email protected]. to enable the investors to post their grievances and the company to monitor its redressed. The company is also registered at the SCORES website of SEBI, where we take regular updates on any grievance posted, which so far has been NIL. The securities of the company got listed on the Bombay Stock Exchange on 22nd June 2012 and commenced trading on 8th November 2012. The company has paid Annual Listing fees to the Stock Exchange for the Financial year 2013-14.

The members are requested to refer to General Shareholder''s Information given in Corporate Governance Report appended to this Report.

10. FIXED DEPOSITS:

Your Company has not accepted any public deposits within the meaning of the provisions of Section 58A of the Act read with the Companies Act (Acceptance of Deposits) Rules, 1975. Therefore, no amount on account of principal or interest on Public Deposits was outstanding as on the Date of the Balance Sheet.

11. PERSONNEL

Statement under section 217 (2A) of the Act, read the Companies (Particulars of Employees) Rules, 1975, is not applicable as no employees has been paid remuneration exceeding the prescribed limits.

12. DIRECTORS:

The Board has three Independent Directors and two Executive Directors. In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Siddhartha P. Shah retire by rotation at the forthcoming Annual General Meeting and being eligible off himself for re- appointment. The Board commends re-appointment of Mr. Siddhartha P. Shah.

The details of the Directors being recommended for re-appointment are provided in the notice of ensuing Annual General Meeting.

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

Your directors state that:

1. in preparation of Annual Accounts the applicable accounting standards have been followed along with proper explanation relating to material departure there from.

2. they had selected such accounting policies and applied them constantly 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 that of profit of the company for that period.

3. they had taken proper and sufficient care of maintenance of adequate accounting records so as to safeguard the company''s assets and to detect fraud and irregularities.

4. they have prepared the annual accounts of the company on a going concern basis.

15. ACKNOWLEDGEMENT:

The Board wishes to express their sincere gratitude for the continued co-operation, encouragement and support extended by the shareholders, financial institutions and bankers of the company. The Board also wishes to express their deep appreciation of the dedicated services of the officers, staff and workers of the company.

For & on behalf of the Board of Directors .

Sd/- Sd/- Place: Mumbai Vipul Modi Leena Modi

Date: 24/05/2013 Director Director