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Directors Report of Scan Steels Ltd.

Mar 31, 2015

Dear Shareowners,

The Directors have pleasure in presenting the Twenty Second Annual Report of your Company together with the Audited Financial Statements for the year ended March 31, 2015.

FINANCIAL HIGHLIGHTS / RESULTS

Your Directors take pleasure in presenting the 22nd Annual Report on the business and operations of your Company along with the financial statements for the year ended 31 March, 2015.

(Rs. In Lacs)

2014-2015 2013-2014

Net Turnover and other Income 44,966.04 42,456.31

Profit before Tax 536.68 (1,824.97)

Less : Tax Expenses Current Tax (110.77) -

Deferred Tax (Charge)/ Credit (157.58) (93.71)

Profit After Tax 268.33 (1,918.68)

Less : Prior Period Expenses - -

Net Profit for the year 268.33 (1,918.68)

Surplus Brought Forward from last balance (71.13) 1,875.15 sheet

Earlier Year Adjustment (Tax) - (27.61)

Adjustment for net carrying amount of (128.48) -

tangible fixed assets

Balance at the end of the year 68.72 (71.13)

RESULTS OF OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

The gross turnover and net turnover for the year under review was Rs. 494.03 crores and Rs. 447.55 crores, respectively, and showed a growth of 6.07% and 5.75%, respectively. The net profit after tax was Rs. 2.68 crores as compared to previous year loss Rs. 19.18 crores. The remarkable reduction in loss figure is appreciation shows better result would come in future years.

The Company produced 60,350 tonnes (MT) of TMT Rods in FY 2014-15, up 27% over the previous year. Its steel sales touched 66080.030 MT, increasing by 45.53% year on year. The Company took several initiatives during the last financial year that helped in achieving and consolidating growth in production and sales volumes. It commissioned new facilities to enrich product mix, leverage the export demand, diversify its inputs sourcing strategy and strengthen market penetration through branded and value added special products.

The Company's sustained efforts towards back-end cost control, new product launches and efficiency improvement measures, supported the insulation and limited the impact on the profitability margins. The Company's ability to better utilise capacities and product range will help derive better margins out of the businesses. The outlook of each business has been discussed in detail in the 'Management Discussion & Analysis' which forms a part of this Annual Report.

PRODUCTION & TURNOVER / SALES

The production of steel product during the year under report, compared to the previous year is given below.

Item Production (Qty in MT) Years ended Years ended 31st 31st March, 2015 March, 2014

Sponge Iron 125342.000 1,40150.00

MS Ingot/ Billet 67856.000 46284.00

Long and Flat Products 60350.000 47482.00

Item Turnover (Qty in MT) Years ended Years ended 31st 31st March, 2015 March, 2014

Sponge Iron 80503.570 107464.600

MS Ingot/Billet 6589.550 -

Long and Flat Products 59490.480 45406.55

NEW PROJECTS AND EXPANSION

Your company has emerged as a flourishing and dexterous steel enterprise because of its ability to cope with the changing steel scenario and to contribute to the growth of steel production where the country is aiming to increase the crude steel production to 300 Million tons by 2025-26 from cur- rently 70 Million tones of production. For which your company has obtained necessary clearances from appropriate authorities. The upcoming project compositions are as enumerated below:-

Sr. Unit Product

No.

1. DRI Kiln Sponge Iron

2. Blast furnace 175 M HM/Pig Iron

3. Iron Ore Crusher Sized Iron Ore

4. Captive Power Plant Power

5. Coal Washery Washed Coal (65 %) Middlings (30%) Rejects (5%)

Sr. Unit Rated Capacity Annual No. Production in TPA

1. DRI Kiln 2 X 500 TPD_ 3,00,000

2. Blast furnace175M 350 TPD 122,500 Hot Metal /36,750 Pig Iron

3. Iron Ore Crusher 50 TPH/ 1000TPD 3,00,000

4. Captive Power Plant 30 MW (20 MW WHRB 4 MW BF Gas based (TRT) 6 MW AFBC)

5. Coal Washwery 40 TPH/800 TPD 2,40,000 (Coal Input) Sr. Unit Product No.

6. SMS

- Induction Furnace Billets

- Elec. Arc Furnace

- Ladle Refining Furnace

- Continues Casting M/c.

7. Pellet Plant Iron Ore Pellet

8. Submerged Silico Management Arc Furnace

9. Rolling Mill-1 TMT Rods/ Bars

10. Rolling Mill-2 Structural .Steel

11. Galvanizing Plant Galvanized Product

12. Fly Ash Bricks Unit Fly Ash Bricks

13. Oxygen Plant Oxygen

Sr. Unit Rated Capacity Annual Production No. in TPA

6. SMS

Induction furnace Elec.Arc furnace 2x30 T 3,11,040

Ladle Refining Furnace 1x30 T Continues Casting 1x4 Strand

M/C

7. Pellet Plant 4,000 TPD 12,00,000

8. Submerged 2x 7.5 MVA 10,200 Arc Furnace

9. Rolling Mill-1 1 x 38 TPH 2,00,000

10. Rolling Mill-2 1 x 38 TPH 2,00,000

11. Galvanizing Plant 20 TPH 108,000

12. Fly Ash Bricks Unit 4x42 TPD 50,400

13. Oxygen Plant 4800 Nm³/hr 622 Mn. Nm/year

GREENFIELD PROJECT

The process of land acquisition work for our project at Gangajal, Budhakata, Sundargarh, Odisha is in progress. Discussion with concerned authorities for allotment of land has been initiated. The environmental clearances for this proposed project has been obtained from the appropriate authori- ties.

OUTLOOK

Currently, the Steels business account for nearly 100% of its revenues. The outlook for its margins and profitability for this business depends on overall economic outlook. This company is likely to benefit most from an upturn in the business cycle, given its scale of operations and its competitive cost positions. Today, it is truly a market-driven company, making innovative changes and techno- logical improvements, leaving no stone, unturned in fulfilling dreams of its founding fathers, tuning every activity to meet the subtle demands of its customers.

MARKETING ARRANGEMENT

The Company has a Well-organized Marketing Department We have around 50 % market share in Odisha and also catering to outside markets like Bangalore, Hyderabad, Ghaziabad, Raigarh, Raipur, Goa and Kanpur. We are in the process expanding our market plan in India by appointment of Dealers at other major cities across India. We also directly sell to the Customers through our Market- ing staffs and agents.

DIVIDEND

During the year the Company was successful in reducing the losses accumulated during the past few years, however the Company does not have any surplus profits yet. Therefore your directors have expressed inability to recommend dividend for the financial year ending on 31st March, 2015.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Your Company did not recommended any dividend therefore there were no such funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

TRANSFER TO RESERVE

During the financial year 2014-15, the Company is maintaining a balance of Rs. 1344.12 Lacs in General Reserve, Rs. 59.23 Lacs in Capital Reserve and Rs. 493.71 Lacs in Amalgamation adjust- ment reserve. An amount of Rs. 68.72 Lacs is proposed to be retained in the surplus.

CONSOLIDATED FINANCIAL STATEMENT

As per the definition in the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments, the company does not have any investment in the Subsidiary Company, Joint Ventures Company or any other Associates Company therefore the Consolidation of Financial Statements is not applicable.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Associates and Joint venture Companies there by; there are no details to be provided under [Rule 8 of the Companies (Accounts) Rules, 2014]. Read with section 129 (3) of the Companies Act, 2013.during the year under review, no company has become or ceased as subsidiary, associate or joint venture companies.

FIXED DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Pursuant to Section 73, 74 & 76 Rule 8(5)(v) of Companies (Accounts) Rules, 2014. The details relating to deposits, covered under Chapter V of the Act are as follows:-

a. accepted during the year - Rs. 4,39,35,000/-

b. remained unpaid or unclaimed as at the end of the year - Rs. 2,77,602

c. whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved -

i. at the beginning of the year - Nil

ii. maximum during the year - Nil

iii. at the end of the year - Nil

There was No default in repayment of deposits or payment of interest thereon during the year by Company and accordingly No details to be provided by the Company in this regard.

The details of deposits which are not in compliance with the requirements of Chapter V of the Act -

Your Company has not accepted any deposits which are not in Compliance with the requirement of Chapter V of the Act.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

The Company was in to Infrastructural Development, but Pursuant to Scheme of Merger of M/s. Scan Steels Limited with M/s. Clarus Infrastructure Realties Limited which was approved by the High Court of Bombay vide its order dated May 11, 2012 and High Court of Orissa vide its order dated 25th February, 2014 and the scheme of amalgamation became effective upon filing of form INC-28 with Registrar of Companies, Maharashtra on 12th August, 2014 Company is now in to Steel Manufacturing Business.

Further, the consent of members for alteration in main object has been obtained through postal ballot and the results of the postal ballot has been announced on 11th August, 2015. The company is now expanding its business activities into Derivatives market .

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REF- ERENCE TO THE FINANCIAL STATEMENTS.

INTERNAL CONTROL SYSTEMS AND AUDIT OVERVIEW

The Company has in place adequate internal financial controls with reference to financial state- ments, commensurate with the size and nature of its business, forms an integral part of the Company's corporate governance policies.

INTERNAL CONTROL

The Company has a proper and adequate system of internal control commensurate with the size and nature of its business. Internal control systems are integral to the Company's corporate governance policy. Some of the significant features of internal control systems includes:

- Documenting of policies, guidelines, authorities and approval procedures, encompassing the Company's all primary functions.

- Deploying of an ERP system which covers most of its operations and is supported by a defined on-line authorization protocol.

- Ensuring complete compliance with laws, regulations, standards and internal procedures and systems.

- De-risking the Company's assets/resources and protecting them from any loss.

- Ensuring the accounting system's integrity proper and authorised recording and reporting of all transactions.

- Preparing and monitoring of annual budgets for all operating and service functions.

- Ensuring the reliability of all financial and operational information.

- Forming an Audit committee of the Board of Directors, comprising Independent Directors. The Audit Committee regularly reviews audit plans, significant audit findings, adequacy of internal controls, and compliance with accounting standards and so on.

- Forming a comprehensive Information Security Policy and continuous up-gradation of IT Systems.

The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliance as well as an enhanced control con- sciousness.

INTERNAL AUDIT

The Company has a strong internal audit department reporting to the Audit Committee comprising Independent Directors who are experts in their field. The scope of work, authority and resources of Internal Audit (IA) are regularly reviewed by the Audit Committee and its work is supported by the services of M / s GRC & Associates, the Internal Auditor of the Company.

The Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Through IA function the Board obtains the assurance it requires to ensure that risks to the business are properly identified, evaluated and managed. IA also provides assurance to the Board on the effectiveness of relevant internal controls.

INTERNAL FINANCIAL CONTROLS

As per Section 134 (5) (e) of the Companies Act 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems and framework of internal financial controls. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. To enable them to meet these responsibilities, the Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework, risk management framework and whistle blower mechanism.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls. These are in turn reviewed at regular intervals.

The Company has developed a framework for designing and assessing effectiveness of internal controls over financial reporting and has already laid down entity level policies and process level standard operating procedures.

The entity level policies comprise anti-fraud policies (code of conduct, including conflict of interest, confidentiality and whistle-blower policy) and other policies (organization structure, roles and responsibilities, insider trading policy, HR policy, related party policy, prevention of sexual harassment policy, IT security policy, business continuity and disaster recovery plan and treasury risk management policy). The Company has also prepared Standard Operating Practices (SOP) for each of its processes of revenue to receive, procure to pay, hire to retire, finance and accounts, fixed assets, treasury, inventory, manufacturing operations, and administrative expenses.

Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and During the year, such controls were tested and no reportable material weakness in the design or operation were observed and such systems were adequate and operating effectively.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis and Detail of which is furnished in the Annexure 'A' in Form AOC-2 attached with this Report.

Even though approval of the Shareholders not required under the provisions of the Companies Act, 2013 for transactions which are in the ordinary course of the Company's business and are at arm's length basis, but in terms of the Securities and Exchange Board of India Circular No. CIR/CFD/ POLICY CELL/2/2014 dated 17 April 2014 and the revised Clause 49 of the Listing Agreement, to be effective from October 1, 2014, the monetary limit of the transaction may exceed the limits as pro- vided under Section 188 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement. Therefore, approval of the Shareholders is received by the Company in terms of Section 188 of the Companies Act, 2013 read with the applicable rules as well as the proposed Clause 49 of the Listing Agreement, at an Extra Ordinary General Meeting held on 26th March, 2015, for Purchase/ Sale of Raw Material and Finished Goods, on arm's length basis, for an aggregate amount not exceeding the limit as set out in the resolution.

Further, there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are subject to internal audit and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http:// www.scansteels.com/?page_id=2823

Your Directors draw attention of the members to Note No. 2 to the financial statement which sets out related party disclosures.

ISO CERTIFICATION

Your company is having a status of ISO 9001, ISO 14001 and ISO 18001 certification, which is internationally recognized for the production, quality control and Environmental as well as OHSAS respectively.

CREDIT RATING

CARE has reaffirmed "CARE B '" (Single B Plus) rating to the long term bank facilities of your Company. Fixed Deposits are also rated "CARE B " (Single B Plus). The rating reaffirmed to the short-term bank facilities of your Company is " CARE A4 " (A Four Plus).

BRANDING INITIATIVE

The "SHRISTII" brand for its TMT bars are well accepted in the market in varied segments and sectors with wide customer base.

INSURANCE

The Assets of the company are adequately insured against the loss of fire, riot, earthquake, loss of profit etc, and other risk which is considered by management, In addition to this coverage, a statu- tory public liability insurance policy has been taken to cover by the company for providing against the public liability arising out of industrial accidents for employees working in plants.

INDUSTRIAL RELATIONS AND PERSONNEL

Your Company attaches great importance to human resource. Over a period of time, we have built and nurtured a dedicated and excellent workforce and also recruiting new people in order to meet the revival plans of the company. The processes for attracting, retaining and rewarding talent are well laid down and the systems are transparent to identify and reward performers. Company is committed to the welfare of its people and their families and to improve the quality of their life by providing the required facilities. The Company recognizes the importance and contribution of its people towards achieving the common goal. During the year under the review, industrial relations at all units of the Company continued to be cordial and peaceful.

FINANCE

During the year all the finance commitment were met in time. Liquidity throughout the year was quite comfortable. The company has no unpaid or unclaimed deposit at the end of the year.

BANKERS AND CONSORTIUM ARRANGEMENT

The Company has consortium arrangement of their bankers with State Bank of India as Lead Bank. This consortium arrangement is well defined and take care of company's term loan and working capital requirement from time to time. The consortium members meet regularly at company office quarterly and also visit company's plant from time to time.

SAFETY

The company has continued to scale up safety performance at all locations. Safety measures have been strengthened and employees are being trained to think on hazards/risks associated with their job. Systems have been established to make employees responsible and accountable for safety. Good safety performance is being rewarded. While Safety has been included as a corporate value, the main objective is to achieve better standard of safety in the shortest possible time.

HUMAN RESOURCE DEVELOPMENT

The company has been given much emphasis on Human Resources Development and thus has been well recognized in the steel industrial for sound Human Resources Management. The Company has emerged as a true national firm with cosmopolitan atmosphere. The company's HR polices and process is as well aligned to effectively suit its expanding business horizons and future manpower requirement. This has been achieved by continuously stressing upon training & development, empowerment and creating a compelling work environment and maintaining well structured re- ward & recognition mechanism. Company is committed to the welfare of its people and their families and to improve the quality of their life by providing the required facilities.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is the continuing commitment by the business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large. As a part of its policy for corporate social responsibility, the Company is associated with charitable and social activities and thereby playing a pro-active role in the socioeconomic growth. In structuring its efforts to the various aspects of Corporate Social Responsibilities, the Company takes account guidelines and statements issued by stakeholders and other regulatory bodies.

The management has adopted corporate social responsibility (CSR) well at par with its business with the objective of creating wealth in the community with focus on education, heath, water and society. Social welfare, community development, economic and environmental responsibilities are at the core of the CSR of the Company.

The Corporate Social Responsibility Committee (CSR Committee) Composition and Terms of refer- ence of which is detailed in the Corporate Governance Part of this Annual Report. has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability.

The Company has identified six focus areas of engagement which are as under:

- Rural Transformation: Creating sustainable livelihood solutions, addressing poverty, hun- ger and malnutrition.

- Health: Affordable solutions for healthcare through improved access, awareness and health seeking behavior.

- Education: Access to quality education, training and skill enhancement.

- Environment: Environmental sustainability, ecological balance, conservation of natural re- sources.

- Protection of National Heritage, Art and Culture: Protection and promotion of India's art, culture and heritage.

The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act.

The disclosures required to be made as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure 'B'.

The CSR Policy of the Company is available on the company's website and may be accessed at http:/ / www.scansteels.com/? page_id=2823

SHARE CAPITAL

INCREASE IN AUTHORISED SHARE CAPITAL

The Company has increased its authorized share capital from Rs. 58,00,00,000/- (Rupees Fifty Eight Crore only) divided into 5,80,00,000 (Five Crore Eighty Lacs) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 70,00,00,000/- (Rupees Seventy Crores only) divided into 7,00,00,000 (Seven Crore) equity shares of Rs. 10/- (Rupees Ten) each, through ordinary resolution passed by the members in the previous AGM held on 30th December, 2014.

RE-CLASSIFICATION OF AUTHORIZED SHARE CAPITAL

In order to facilitate the issue and Allotment Non-cumulative Redeemable Preference Shares (NCRPS), The company had re-classified its Authorised Share Capital from Rs. 70,00,00,000/- (Rupees Seventy Crores only) divided into 7,00,00,000 (Seven Crore) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 70,00,00,000/- (Rupees Seventy Crores only) divided into 5,50,00,000 (Five Crore Fifty Lacs) equity shares of Rs. 10/- (Rupees Ten) each and 1,50,00,000 (One Crore Fifty Lacs only) Non- cumulative Redeemable Preference Share of Rs. 10/- (Rupees Ten) each, after members approval through Postal Ballot, results announced on 11th August, 2015 and accordingly, the capital Clause of Memorandum of Association of the Company is amended.

ISSUED/SUBSCRIBED/PAID UP CAPITAL

To meet the Working Capital requirements and long term funds for modernization & renovation of the existing plant, your Company raised funds through preferential issue of equity shares.

Pursuant to Preferential Allotment Issued, Subscribed and Paid-up Share Capital of the Company shall stand Increased from Rs. 37,80,03,000/- (Rupees Thirty Seven Crore Eighty Lakhs Three Thou- sand Only) divided into 37,800,300 (Three Crore Seventy Eight Lakhs Three Hundred) Equity Shares of Rs. 10/- (Rupees Ten) to Rs. 44,35,23,000 (Forty Four Crore Thirty Five Lakhs Twenty Three Thousand) divided into 4,43,52,300 (Four Crore Forty Three Lakhs Fifty Two Thousand Three Hundred ) Equity Shares of Rs. 10/- (Rupees Ten).

Further to this the company has also issued and allotted 1,28,49,605 Non-cumulative Redeemable Preference Shares ("NCRPS") of Rs. 10/- (Rupees Ten) each at a premium of Rs. 30/- (Rupees Thirty) per NCRPS for an aggregate amount of Rs. 51,39,84,200/- (Rupees Fifty One Crore Thirty Nine Lacs Eighty Four Thousand Two Hundred Only), at a Rate of Dividend - 1 % p.a., after members approval through Postal Ballot, results announced on 11th August, 2015.

Accordingly, the Company's paid-up equity share capital remained at Rs. 44,35,23,000 (Forty Four Crore Thirty Five Lakhs Twenty Three Thousand) divided into 4,43,52,300 (Four Crore Forty Three Lakhs Fifty Two Thousand Three Hundred) fully paid up Equity Shares of Rs. 10/- (Rupees Ten Only) each and the preference share capital is Rs. 12,84,96,050/- (Twelve Crore Eighty Four Lacs Ninety Six Thousand Fifty) divided into 1,28,49,605 (One crore Twenty Eight Lacs Forty Nine Thou- sand Six Hundred Five only) fully paid up NCRPS of Rs. 10/- (Rupees Ten) each.

ALTERATION IN THE OBJECT CLAUSE OF THE COMPANY

The Directors of your Company have been considering various proposals to diversify its business portfolio and growing opportunities, the company is planning to enter into certain new business ventures. The Board of Directors in its meeting held on 3rd July, 2015, proposed to carry on the business of merchant, broker, sub-broker of all type of commodities and/ or goods and deal in future and option and in other derivatives in commodity exchange of India including trading in shares, derivatives, currencies and readymade garments including yarns, fabrics of wool, poplin, cotton, jute, silk, rayon, nylon and other natural, synthetics, and/or fibrous substance etc.

As mentioned in above Company has altered its object clause of the Company in order to include aforementioned New Objectives in the Main Object and said Alteration of Memorandum of Association was approved by the Members through Postal Ballot and results has been announced on 11th August, 2015

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Rajesh Gadodia, Managing Director (DIN 00574465), retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The proposal regarding the re-appointment of the aforesaid Director is placed for your approval. The Board of Directors recommend his re-appointment. The brief resume and other information of the concerned directors, in terms of the provisions of clause 49 of the Listing Agreement with stock exchange have been detailed in the notice convening the forthcoming Annual General Meeting.

Mr. R. P. Singh (DIN 03411893) has been resigned and ceased to be Director w. e. f. 28/01/2015. The Board placed on record appreciation of his service to the Company and look forward for his continuance support in future.

During the years under review, the Board based on the recommendation received from the Nomination and Remuneration Committee had posposed the name of Smt. Denjani Sahu as Independent Director and The members approved the appointment of Mrs. Debjani Sahu (DIN: 02674022) as Independent woman directors of the company at the extra Ordinary General Meeting held on 26th March, 2015, who is not liable to retire by rotation.

Mr. Gobinda Chandra Nayak had been appointed as, Chief Financial Officer with effect from 14th November, 2014.

Mr. Prabir Das had been appointed as, Company Secretary & Compliance Officer with effect from 14th March, 2014 .

Company's policy of appointment and remuneration for directors, KMP and other employees including criteria for determining qualifications, positive attributes, director's independence (read with Sections 178 (1) (3) (4)

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner.

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure 'C and is attached to this report.

Further, Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees 2013 is furnished in Annexure 'D' and is attached to this report.

Declaration by an Independent Director(s)

As required under section 149(7) of the Companies Act, 2013, The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence and / or to qualify themselves to be appointed as Independent Directors as pre- scribed both under Section 149 (6) of the Companies Act' 2013 and Clause 49 of the Listing Agree- ment with the Stock Exchanges and the declarations are put up on the website of the Company at the link: http://www.scansteels.com/ ?page_id=2823

Familliarisation Programme for Independent Directors.

All New Independent Directors (IDs) inducted into the Board are given an orientation. Presentations are made by Executive Directors (EDs) and Senior Management giving an overview of our operations, to familiarize the new IDs with the Company's business operations. The new IDs are given an orientation on our products, group structure, Board constitution and Procedures, matters reserved for the Board, and our major risks and risk management strategy.

The company familiarises the Independent Directors of the Company with their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc and related matters are put up on the website of the Company at the link: http:// www.scansteels.com/?page_id=2823

Separate Independent Director Meeting

A separate meeting of the independent directors ("Annual ID meeting") was convened on 28th March, 2015, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairperson of the Nomination Remuneration Committee with the Board covering performance of the Board as a whole, performance of the non-independent directors and performance of the Board Chairman.

BOARD ANNUAL EVALUATION

In compliance with the Section 134(3) (p) Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chair- man and the Non- Independent Directors was carried out by Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto.

The Chairperson of the Nomination and Remuneration Committee (NRC) held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as on each of the other Directors.

The Detailed Policy on Performance Evaluation of Independent Directors, Board, Committees and other individual Directors can be accessed from the website of the Company at the link: http:// www.scansteels.com/?page_id=2823

MANAGERIAL REMUNERATION:

The following disclosures have been mentioned in detailed under the heading "Corporate Governance", part of this Annual Report : —

(i) all elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;

(ii) details of fixed component and performance linked incentives along with the performance criteria;

(iii) service contracts, notice period, severance fees;

(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

CODE OF INDEPENDENT DIRECTORS - SCHEDULE - IV

The Board has considered Code of Independent Directors as prescribed in Schedule IV of the Companies Act, 2013. The code is a guide to professional conduct for independent directors' adherence to these standards by independent directors and fulfillment of their responsibility in a professional and faithful manner will promote confidence of the investment community and regulators.

The broad items for code for independent directors are:

(i) Guidelines for Professional conduct.

(ii) Role and Functions.

(iii) Duties

(iv) Manner and process of appointment.

(v) Re-appointment on the basis of report of performance evaluation.

(vi) Resignation or Removal.

(vii) At least one Separate meeting of Independent Directors in a year without attendance of non independent directors or members of management.

(viii) Evaluation mechanism of Independent Directors by entire Board of Directors.

The Detailed Code of Conduct of Independent Directors of the Company and Code of Conduct for Board of Directors and Senior Management of the Company can be accessed on the website of the Company at the link: http://www.scansteels.com/?page_id=2823

KEY MANAGERIAL PERSONNEL

In compliance with the provisions of Section 203 of the Companies Act, 2013 and the requirement of Listing Agreement, the Company has appointed Mr. Rajesh Gadodia as Managing Director, Mr. Prabir Kumar Das, Company secretary & Compliance officer and Mr. Gobinda Chandra Nayak, Chief Financial Officer (CFO) of the company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 134(3)(c) and 134(5) of the Companies Act, 2013, your directors hereby state and confirm that —

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 as at March 31, 2015 and of the profit and loss of the company for the year ended on that date;

c) The directors had taken proper and sufficient care for the maintenance of adequate account- ing 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;

d) The directors had prepared the annual accounts on a going concern basis; and

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

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

AUDITORS AND AUDITOR'S REPORT

Statutory Auditors

M/s. SRB & Associates, Chartered Accountant (Firm's Registration No. 310009E) of Bhubaneswar were appointed as Statutory Auditors for a period of five consecutive year in the 21st Annual General Meeting held on 30th December, 2014 and hold office till the conclusion of 26th Annual General Meeting.

In terms of Section 139(1) of the Companies Act, 2013, the appointment of statutory auditors to hold the office from the conclusion of the 21st AGM until the conclusion of 26th AGM , placed for your ratification.

The Company has received necessary consent and certificates under Section 139 from the above Auditors to the effect that they satisfied the criteria provided in section 141 of the Companies Act, 2013 read with Cos. (Audit &Auditors) Rules, 2014.

AUDITORS' REPORT

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Auditors' Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

Pursuant to the provisions of Section 148 (3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board has re-appointed M/s. Ray, Nayak & Associates, Partner CMA. Chaitanya Kumar Ray, Cost Accountants, having office at MIG-26, Manorama Estate, Rasulgarh, Bhubaneswar - 751010 (Odisha), as the Cost Auditors of the Company to conduct an audit of the cost records maintained by the Company for the financial year 2015-2016 on a remuneration of Rs. 30,000/- plus service tax as applicable and reimbursement of actual travel and out of pocket expenses. The remuneration is subject to the ratification of the members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification.

The Cost Auditor submitted their Cost Audit Reports for the Financial year 2014-2015 to the Board and The report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS AND AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. D P Associates, a Practicing Company Secretary (CP No-6828) having office at 774, Jayadev Vihar, Lane-3, Bhubaneswar - 751013 to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out is annexed herewith as Annexure "E". The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Board at its meeting held on August 31, 2015, has reappointed M/s. D P Associates, a Practicing Company Secretary (CP No-6828), as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2015-16.

AUDIT COMMITTEE.

Audit Committee is constituted as per provision of Clause 49 of the Listing Agreement with the Stock Exchange read with Section 177 of the Companies Act, 2013. Composition of Audit Committee as per Section 177 (8) of Companies Act, 2013, the Prime Objective of the Committee is to monitor and provide effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

Composition and Terms of reference of the Committee is explained in Detail in the Corporate Governance Part of this Annual Report.

There was no recommendation as such in the Financial Year 2014-2015 from the Audit Committee which was not accepted by the Board.

VIGIL MECHNISM

In pursuance of Section 177(9) of the Companies Act, 2013 Vigil Mechanism has been Constituted for directors and employees to report genuine concerns and Audit committee shall oversee the vigil mechanism through the committee and provide adequate safeguards against victimization of employees and directors who availed of the vigil mechanism and have a direct access to the chairman of the audit committee in exceptional case.

In case of repeated frivolous complaints being filed by the director or an employee the audit commit- tee may take suitable action including reprimand if necessary.

CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholders Relationship Committee According to 178 (5) of the Companies Act 2013. The SR Committee is primarily responsible to review all matters connected with the Company's transfer of securities and redressal of shareholders' / investors' / security holders' complaints. The Committee also monitors the implementation and compliance with the Company's Code of Conduct for prohibition of Insider Trading.

Composition and Terms of Reference of the SR Committee is Detailed in Corporate Governance Report Part of this Annual Report.

CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Scan Steels's commitment towards excellence in Health, Safety and Environment is one of the company's core values by complying with the Laws and Regulations first, and then going beyond the mandate to keep our planet safe for future generations. Minimizing the environment impact of our operations assumes utmost priority.

The company is unwavering in its policy of ''safety of persons overrides all production targets'' which drives all employees to continuously break new grounds in safety management for the benefit of the people, property, environment and the communities in which Scan Steels operates. Our dedicated measures by conducting the Risk Assessment, Identification of significant environment aspects of all manufacturing plants and signatory commitment of Responsible Care, Greatest emphasis is given to safety measures for minimizing accidents and incidents.

In View of the above The Board has Constituted Corporate Social Responsibility Committee to Com- ply the Section 135 of the Companies Act, 2013. Composition and Terms of Reference of which is Detailed in Corporate Governance Report Part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The Board has set up a Nomination and Remuneration Committee. This Committee is responsible for making Policy pursuant to Proviso to Section 178 (3) & (4) and / or recommending to the Board, the remuneration package Directors, KMP & other employees, including their annual increment and commission after reviewing their performance and also to decide the Criteria for determining appointment Qualifications, Positive attributes, and Independence of a Director

The Details Regarding the Composition of the Committee, Meetings held and Terms Of reference etc.. is Detailed in Corporate Governance Report Part of this Annual Report. And the Detailed Nomination and Remuneration Policy is attached as Annexure 'D' to this Report.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PRE- VENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, Corporate Governance Report and the Managing Director's and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

E-VOTING FACILITY AT AGM

In compliance with the provisions of the Clause - 35B of the Listing Agreement read with Section 108 of the Companies Act, 2013 and the Rule 20 of the Companies (Management and Administration) Rules, 2014, the company is pleased to provide members facility to exercise their votes for all the resolutions detailed in the Notice of the 22nd Annual Report of the company and the business may be transacted through e-voting. The company has engaged the services of Central Depository Ser- vices Limited (CDSL) as the authorized agency to provide the e-voting facility.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the Committee.

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organisational structures, processes, standards, code of conduct and behaviors together form the Scan Steels Management System that governs how the Group conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common inte- grated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wide Risk Management, Internal Control and Internal Audit methodologies and processes.

LISTING ON STOCK EXCHANGE

The Company continues to remain listed with Bombay Stock Exchange Limited and annual listing fee for the same has been paid.

INDUSTRIAL RELATIONS

During the year under review, your Company had cordial and harmonious industrial relations at all levels of the Organization.

DISCLOSURES

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, Ten Board Meeting were convened and held, the details of which are given in the Corporate Governance Report part of this Annual Report. The Intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

EXTRACT OF THE ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration ) Rules, 2014 and Section 134(3)(a) of Companies Act, 2013 is furnished in Annexure 'F' and is attached to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the reporting under the said provision is not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARN- INGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure 'G and is attached to this report.

PARTICULARS OF EMPLOYEES (RULE 5(2), AND 5(3)) AND MANAGERIAL REMUNERA- TION ( RULE 5(1) ) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANA- GERIAL PERSONNEL) RULES, 2014 , AND UNDER SECTION 197(12) OF THE ACT

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Person- nel) Rules, 2014, are provided in the Annexure 'H' in this Report.

During the year under review there were no employees receiving remuneration of or in excess of limits prescribed as per the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSI- TION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINAN- CIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

In term of Section 134(3)(l) of the Companies Act, 2013, no material changes and commitments have occurred after the close of the year till the date of this Report, which could affect the financial position of the Company.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

4. There is No Revision of Financial Statement or Board Report Adopted by the Company, thereby there is no Disclosures to be made by the Company u/s 131 of the Companies Act, 2013 for Voluntary Revision of Financial Statement.

5. Your Company has No Holding or Subsidiary Company and thereby, neither managing Director nor Whole time Director of the Company received any commission or remuneration from the same. Accordingly there is no Details to be Provided by the Company pursuant to Section 197 (14) of the Companies Act, 2013.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Financial Institutions, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company's success. The Directors look forward to their continued support in future.

FOR AND ON BEHALF OF THE BOARD

Rajesh Gadodia , Managing Director

(DIN: 00574465) Date : 31st August, 2015 Nimish Gadodia, Director

Place: Mumbai (DIN: 01258815)


Mar 31, 2014

Dear Members,

FINANCIAL HIGHLIGHTS Rs.in Lacs 2013-2014 2012-2013

Net Turnover and other Income 42,456.31 42,753.73

Profit before Tax (1,824.97) (5,220.02)

Less : Tax Expenses

Current Tax - -

Deferred Tax (Charge)/ Credit (93.71) (216.16)

Profit After Tax (1,918.68) (5,436.18)

Less : Prior Period Expenses

Net Profit for the year (1,918.68) (5,436.18)

Surplus Brought Forward from last balance sheet 1,875.15 7,311.33

Earlier Year Adjustment (Tax) (27.61) -

Surplus Carried forward (71.13) 1,875.15

Note: Scheme of Merger became effective on filling of High Court Order with Registrar of Companies on 12th August, 2014, Hence the effect of merger has been given in the books of accounts and therefore the figures of operation are consolidated figures of the Transferor company as well as transferee company and not comparable with previous year directors report.

OPERATIONS:

The company has achieved a Net Turnover & Other Income of ? 42456.31 lakhs during the year which is lower by less than 1% in comparison to previous year''s turnover & other income figures. But the company is able to restrict the net loss for the year to ? 1918.68 lakh only in comparison to previous year''s net loss of ? 5436.18 lakh. The remarkable reduction in loss figure is appreciation shows better result would come in future years .

PRODUCTION & TURNOVER

The production of steel product during the year under report, compared to the previous year is given below.

Item Production (Qty in MT) Turnover (Qty in MT) Years ended Years ended Years ended Years ended 31st March 31st March 31st March 31st March 2014 2013 2014 2013

Sponge Iron 140150.00 131157.00 107464.600 94592.470

MS Ingot/Billet 46284.00 41523.00 - -

Long and Flat Products 47482.00 54240.00 45406.55 54108.40

NEW PROJECTS AND EXPANSION

Your company has emerged as a flourishing and dexterous steel enterprise because of its ability to cope with the changing steel scenario and to contribute to the growth of steel production where the country is aiming to increase the crude steel production to 300 Million tones by 2025-26 from currently 70 Million tones of production. For which your company has obtained necessary clearances from appropriate authorities. The upcoming project compositions are as enumerated below:-

S.l. Unit Product Rated Capacity No.

1. DRI Kiln Sponge Iron 2 X 500 TPD

2. Blast furnace 175 M3 HM/Pig Iron 350 TPD/

3. Iron Ore Crusher Sized Iron Ore 50 TPH/1000TPD

4 Captive Power Plant Power 30 MW (20 MW WHRB

4 MW BF Gas based (TRT)

6 MW AFBC)

5 Coal Washery Washed Coal (65 %) 40TPH/800TPD Middlings (30%) Rejects (5%)

6 SMS

. Induction Furnace Billets

. Elec. Arc Furnace 2 x30 T

. Ladle Refining Furnace 1x30 T

.Continues Casting M/c. 1x4 Strand

7 Pellet Plant Iron Ore 4,000 TPD Pellet

8 Submerged Silico Management 2x 7.5 MVA Arc Furnace

9 Rolling Mill-1 TMT Rods/ 1 x 38 TPH Bars

10. Rolling Mill-2 Structural .Steel 1 x 38 TPH

11. Galvanizing Plant Galvanized Product 20 TPH

12. Fly Ash Bricks Unit Fly Ash Bricks 4x42 TPD

13. Oxygen Plant Oxygen 4800 Nm³/hr

Unit Annual Production in TPA

DRI Kiln 3,00,000

Blast furnace 175 M3 122,500 Hot Metal /36,750 Pig Iron

Iron Ore Crusher 3,00,000

Captive Power Plant -

Coal Washery 2,40,000 (Coal Input)

SMS. Induction Furnace 3,11,040 . Elec. Arc Furnace . Ladle Refining Furnace . Continues Casting M/c.

Pellet Plant 12,00,000

Submerged Arc Furnace 10,200

Rolling Mill-1 2,00,000

Rolling Mill-2 2,00,000

Galvanizing Plant 1.08,000

Fly Ash Bricks Unit 50,400

Oxygen Plant 622 Mn. Nm³/year

GREENFIELD PROJECT

The process of land acquisition work for our project at Gangajal, Budhakata, Sundargarh, Odisha is in progress. Further, the Company will signed MoUs for setting up Greenfield projects very shortly with Govt. of Odisha. Discussion with concerned authorities for allotment of land, has been initiated. The environmental clearances for this proposed project has been obtained from the appropriate authorities.

OUTLOOK

Currently, the Steels business account for nearly 100% of its revenues. The outlook for its margins and profitability for this business depends on overall economic outlook. This company is likely to benefit most from an upturn in the business cycle, given its scale of operations and its competitive cost positions. Today, it is truly a market-driven company, making innovative changes and technological improvements, leaving no stone, unturned in fulfilling dreams of its founding fathers, tuning every activity to meet the subtle demands of its customers.

MARKETING ARRANGEMENT

The Company has a Well-organized Marketing Department We have around 80 % market share in Odisha and also catering to outside markets like Bangalore, Hyderabad, Ghaziabad, Raigarh, Raipur, Goa and Kanpur. We are in the process expanding our market plan in India by appointment of Dealers at other major cities across India. We also directly sell to the Customers through our Marketing staffs and agents

DIVIDEND

During the year the Company was successful to reduce the losses accumulated during the past few years, however the Company does not have surplus profits yet. Therefore your directors have expressed inability to recommend dividend for the financial year.

DEPOSITS

Your Company has accepted fixed deposits in term of Section 58A of the Companies Act, 1956. As on March 31, 2014, fixed deposits from the public and shareholders stood at Rs. 1029.12 Lacs which is not due for repayment as on 31.03.2014. There was no overdue deposits as on that date. The company discontinued the acceptance of FD w.e.f. April 1, 2014 to comply with the provisions of Companies Act, 2013 which is inter-alia provides for shareholders approval, appointment of deposits trustee and other requirements. The company seeks the approval of the shareholders to continue accepting / renewing FD in the ensuing AGM, subject to compliance with the statutory requirements.

ISO 9002 CERTIFICATION

Your company is having status of ISO 9002 certification, which is internationally recognized for the production, quality, control and other qualities.

CREDIT RATING

The Company has obtained credit rating from CARE for the financial year 2013.

BRANDING INITIATIVE

The "SHRISTII" brand for its TMT bars are well accepted in the market in varied segments and sectors with wide customer base.

INSURANCE

The Assets of the company are adequately insured against the loss of fire, riot, earthquake, loss of profit etc, and other risk which is considered by management, In addition to this coverage, a statutory public liability insurance policy has been taken to cover by the company for providing against the public liability arising out of industrial accidents for employees working in plants.

INDUSTRIAL RELATIONS AND PERSONNEL

Your Company attaches great importance to human resource. Over a period of time, we have built and nurtured a dedicated and excellent workforce and also recruiting new people in order to meet the revival plans of the company. The processes for attracting, retaining and rewarding talent are well laid down and the systems are transparent to identify and reward performers. Company is committed to the welfare of its people and their families and to improve the quality of their life by providing the required facilities. The Company recognizes the importance and contribution of its people towards achieving the common goal. During the year under the review, industrial relations at all units of the Company continued to be cordial and peaceful.

FINANCE

During the year all the finance commitment were met in time. Liquidity throughout the year was quite comfortable. The company has no unpaid or unclaimed deposit at the end of the year.

BANKERS AND CONSORTIUM ARRANGEMENT

The Company has consortium arrangement of their bankers with State Bank of India as Lead Bank. This consortium arrangement is well defined and take care of company''s term loan and working capital requirement from time to time. The consortium members meet regularly at company office quarterly and also visit company''s plant from time to time.

SAFETY

The company has continued to scale up safety performance at all locations. Safety measures have been strengthened and employees are being trained to think on hazards/risks associated with their job. Systems have been established to make employees responsible and accountable for safety. Good safety performance is being rewarded. While Safety has been included as a corporate value, the main objective is to achieve better standard of safety in the shortest possible time.

HUMAN RESOURCE DEVELOPMENT

The company has been given much emphasis on Human Resources Development and thus has been well recognized in the steel industrial for sound Human Resources Management. The Company has emerged as a true national firm with cosmopolitan atmosphere. The company''s HR polices and process is as well aligned to effectively suit its expanding business horizons and future manpower requirement. This has been achieved by continuously stressing upon training & development, empowerment and creating a compelling work environment and maintaining well structured reward & recognition mechanism. Company is committed to the welfare of its people and their families and to improve the quality of their life by providing the required facilities.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is the continuing commitment by the business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large. As a part of its policy for corporate social responsibility, the Company is associated with charitable and social activities and thereby playing a pro-active role in the socioeconomic growth. In structuring its efforts to the various aspects of Corporate Social Responsibilities, the Company takes account guidelines and statements issued by stakeholders and other regulatory bodies.

The management has adopted corporate social responsibility (CSR) well at par with its business with the objective of creating wealth in the community with focus on education, heath, water and society. Social welfare, community development, economic and environmental responsibilities are at the core of the CSR of the Company.

INCREASE IN THE AUTHORISED SHARE CAPITAL

Pursuant to Scheme of Merger the Authorised Share Capital of the Scan Steels Limited (formerly M/s. Clarus Infrastructure Realties Limited) the Transferee Company. 18,000,000 equity shares of Rs.10/- each got Combined with Authorised Share Capital of the Company Transferor Company (M/s. Scan Steels Limited) 40,000,000 equity shares of Rs.10/- each results in Combined Authorised Capital of 58,000,000 equity shares of Rs. 10/- each.

The Company has also proposed to increased authorized share capital of the company from Rs. 58,00,00,000/- divided in to 5,80,00,000 equity shares of Rs. 10/- each to Rs. 70,00,00,000/- divided into 7,00,00,000 (Seven Crore) equity shares of Rs. 10/- (Rupee Ten only) each, ranking pari passu with the existing equity shares of the company.

ISSUED/SUBSCRIBED/ PAID UP CAPITAL :

Pursuant to Scheme of Merger Issued, Subscribed and Paid-up Share Capital of the Company shall stand Increased from Rs. 178,003,000 /- (Rupees Seventeen Crore Eighty Lakhs and Three Hundred Only) divided into 17,800,300 (One Crore Seventy Eighty Lakhs Three Hundred Only ) fully paid up Equity Shares of Rs. 10/- (Rupees Ten Only) each, to Rs. 378,003,000/- (Rupees Thirty Seven Crore Eighty Lakhs Three Thousand Only) divided into 37,800,300 (Three Crore Seventy Eight Lakhs three Hundred ) Equity Shares of Rs. 10/- (Rupees Ten Only).

ALLOTMENT OF SHARES

Pursuant to Scheme of Merger for every 10 Equity Shares of Rs.10/-(Rupees Ten only) each held by Shareholders in M/s. Scan Steels Limited, 8.03 Equity Share of Rs. 10/- (Rupees Ten Only) each credited as fully paid-up in the Equity Share Capital of the M/s. Clarus Infrastructure Realties Limited As mentioned in above ratio M/s. Clarus Infrastructure Realties Limited shall issue total 20,000,000 (Two Crore ) Equity Shares of Rs.10/- each aggregating Rs. 200,000,000 /- (Rupees Twenty Crore Only) to the shareholders of M/s. Scan Steels Limited

MERGER UPDATES

High Court of Bombay vide its order dated May 11, 2012 has approved the scheme of merger of M/s. Scan Steels Limited with M/s. Clarus Infrastructure Realties Limited and High Court of Orissa vide its order dated 25th February, 2014 has approved the same. the scheme of amalgamation became effective upon filing of form INC-28 with Registrar of Companies, Maharashtra on 12th August, 2014.

CHANGE OF NAME :

Pursuant to Scheme of Merger the Name of the Company has been changed to M/s. Scan Steels Limited w.e.f 26th September, 2014.

DIRECTORS

a) Mr. Rajesh Gadodia (DIN 00574465), was appointed as an Additional Director designated as the Executive Director with effect from 14th March, 2014. Mr. Rajesh Gadodia will hold office till the date of the forthcoming Annual General Meeting (AGM) and notice has been received from a Member proposing the candidature of Mr. Rajesh Gadodia for being appointed as a Director of the Company.

Further, Mr. Rajesh Gadodia was appointed by Board of Directors as a Managing Director of the Company for a period of Five year with effect from 24/10/ 2014 subject to approval of shareholders of the Company at the ensuing Annual General Meeting.

b) Mr. Nimish Gadodia(DIN 01258815), was appointed as an Additional Director designated as the Executive Director with effect from 14th March, 2014. Mr. Nimish Gadodia will hold office till the date of the forthcoming Annual General Meeting (AGM) and notice has been received from a Member proposing the candidature of Mr. Nimish Gadodia for being appointed as a Director of the Company.

c) Mr. Ajit Kesri (DIN 02401536), was appointed as an Additional Director designated as the Non Executive Director with effect from 14th March, 2014 has resigned and ceased to be Director w. e. f. 24/10/2014. The Board placed on record appreciation of his service to the Company and look forward for his continuance support in future.

d) Mr. Akhilesh Vijaychand Jain (DIN 00027658) has resigned and ceased to be Director w. e. f. 24/10/2014. The Board placed on record appreciation of his service to the Company and look forward for his continuance support in future.

e) Mr. Manakchand Jeevraj Jain (DIN 00292028) has resigned and ceased to be Director w. e. f. 24/10/2014. The Board placed on record appreciation of his service to the Company and look forward for his continuance support in future.

f) Mr. Harsh Jain(DIN 02457584) has resigned and ceased to be Director w. e. f. 24/10/2014. The Board placed on record appreciation of his service to the Company and look forward for his continuance support in future.

g) Mr. Ankur Madaan(DIN 07002199) and Mr. Vinay Goyal (DIN 07002206) who were appointed as an Additional Director w.e.f. 24//10/2014 and designated as the Independent Director and they will hold office till the date of the forthcoming Annual General Meeting (AGM) and notice has been received from members proposing their candidature for being appointed as a Independent directors of the company, pursuant to section 149 and other applicable provisions of the Companies Act, 2013 your directors are seeking appointment of Mr. Ankur Madaan and Mr. Vinay Goyal as Independent Director to hold office for five consecutive years for a term up to the conclusion of the 26th Annual General Meeting of the company and their office shall not be liable to retire by rotation."

h) Mr. Nimish Gadodia(DIN 01258815), was appointed as an Additional Director designated as the Executive Director with effect from 14th March, 2014. Mr. Nimish Gadodia will hold office till the date of the forthcoming Annual General Meeting (AGM) and notice has been received from a Member proposing the candidature of Mr. Nimish Gadodia for being appointed as a Director of the Company.

i) Mr. Ramendra Pratap Singh (DIN

03411893) , was appointed as an Additional Director and designated as the Executive Director w. e. f. 24/10/2014. Mr. Ramendra Pratap Singh will hold office till the date of the forthcoming Annual General Meeting (AGM) and notice has been received from a Member proposing the candidature of Mr. Ramendra Pratap Singh for being appointed as a Director of the Company.

j) Mr. Gobinda Chandra Nayak, appointed as Chief Financial Officer of the Company in compliance with the listing agreement and provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

k) Mr. Prabir Kumar Das, appointed as Company Secretary and Compliance officer of the Company in compliance with the listing agreement and provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 .

Suitable resolutions for appointment / reappointment of Directors, as referred above, will be placed for approval of the members in the forthcoming Annual General Meeting. The brief resume and other information of the concerned directors, in terms of the provisions of clause 49 of the Listing Agreement with stock exchange have been detailed in the notice convening the forthcoming Annual General Meeting.

Your Company has received from the Independent Directors Certificate of Independence, as enumerated in section 149(6) of the Companies Act, 2013.

CODE OF INDEPENDENT DIRECTORS - SCHEDULE - IV

The Board has considered Code of Independent Directors as prescribed in

Schedule IV of the Companies Act, 2013. The code is a guide to professional conduct for independent directors adherence to these standards by independent directors and fulfillment of their responsibility in a professional and faithful manner will promote confidence of the investment community and regulators.

The broad items for code for independent directors are :

(i) Guidelines for Professional conduct.

(ii) Role and Functions.

(iii) Duties

(iv) Manner and process of appointment.

(v) Re-appointment on the basis of report of performance evaluation.

(vi) Resignation or Removal.

(vii) Atleast one Separate meeting of Independent Directors in a year without attendance of non independent directors or members of management.

(viii) Evaluation mechanism of Independent Directors by entire Board of Directors.

KEY MANAGERIAL PERSONNEL

In compliance with the provisions of Section 203 of the Companies Act, 2013 and the requirement of Listing Agreement, the Company has appointed Mr. Rajesh Gadodia as Managing Director, Mr. Prabir Kumar Das, Company secretary & Compliance officer and Mr. Gobinda Chandra Nayak, Chief Financial Officer (CFO) of the company.

SHIFTING OF REGISTERED OFFICE:

The company has transferred its Registered Office from 7/A, 2nd Floor, Beaumoon Chambers, N.M. Road, Fort, Mumbai— 400001 ,Maharashtra to Office No. 104-105, E- Square Subhash Road, Opp. Havmor Ice Cream,, Vile Parle (E), Mumbai – 400057 with effect from 15/06/2014.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your director''s state:

a) That in the preparation of the annual accounts for the year ended 31st March 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That 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 at the end of the financial year as at 31st March 2014 and of the loss of the Company for the year ended on that date.

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the annual accounts have been prepared on a going concern basis.

AUDITORS

The Retiring auditors M/s. Motilal &

Associates., Chartered Accountants (Firm''s Registration No. 106584W), Mumbai, retire at the ensuing Annual General Meeting and have expressed their unwillingness to be reappointed for a further term due to their preoccupation of work.

The company has received necessary consent and certificates under Section 139 of the Companies Act, 2013 from M/s. SRB & Associates, Chartered Accountant (Firm''s Registration No. 310009E) of Bhubaneswar for the appointment as statutory auditors of the company to audit the accounts of the company for the five consecutive financial years i.e. up to 2018-19 subject to ratification by members at every AGM. to the effect that their appointment, if made, shall be in accordance with the conditions specified therein and they satisfies the Criteria as prescribed in Section 141 of the Companies Act, 2013.

In view of the above, M/s. SRB & Associates, being eligible for appointment and based on the recommendation of the Audit Committee, the Board of Directors has, at its meeting held on 14th November, 2014, proposed the appointment of M/s. SRB & Associates as the statutory auditors of the Company to hold office for the five consecutive year from the conclusion of this Annual General Meeting until the conclusion of 26th Annual General Meeting (subject to ratification of their appointment at every Annual General Meeting), at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company or committee thereof and the Auditors."

The Auditors'' Report and notes on Accounts are self explanatory and therefore do not call for any further explanation.

COST AUDITORS

In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, M/s. Ray, Nayak & Associates, Partner CMA. Chaitanya Kumar Ray, Cost Accountants having office at MIG- 26, Manorama Estate, Rasulgarh, Bhubaneswar – 751010 (Odisha), has been appointed as Cost Auditors of the Company to carry out the Audit of the Company''s Cost Records for the financial year 2014-2015.

RE-CONSTITUTION OF AUDIT COMMITTEE

Pursuant to Scheme of Merger between Scan Steels Limited ("the Company" or "SSL") and Clarus Infrastructure Realties Limited) ("CIRL"), and as per provision of Clause 49 of the Listing Agreement with the Stock Exchange read with Section 177 of the Companies Act, 2013. Audit Committee is Re-Constituted in the Board Meeting Held on 24/10/2014. Composition and Terms of reference of the Committee is explained in Detail in the Corporate Governance Part of this Annual Report.

VIGIL MECHANISM

In pursuance of Section 177(9) of the Companies Act, 2013 Vigil Mechanism has been Constituted for directors and employees to report genuine concerns and Audit committee shall oversee the vigil mechanism through the committee and provide adequate safeguards against victimization of employees and directors who availed of the vigil mechanism and have a direct access to the chairman of the audit committee in exceptional case.

In case of repeated frivolous complaints being filed by the director or an employee the audit committee may take suitable action including reprimand if necessary.

CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board has already constituted the Shareholders and Investors Grievance Committee. But According to 178 (5) of the Companies Act 2013, the company is required to constitute a Stakeholders Relationship Committee.

In view of the above provision, the company has changed the name of the Shareholders and Investors Grievance Committee to Stakeholders Relationship Committee. Further, the membership of the company has also changed in light of the above provisions. Composition and Terms of Reference of which is Detailed in Corporate Governance Report Part of this Annual Report.

CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILIT Y COMMITTEE

Scan Steels''s commitment towards excellence in Health, Safety and Environment is one of the company''s core values by complying with the Laws and Regulations first, and then going beyond the mandate to keep our planet safe for future generations. Minimizing the environment impact of our operations assumes utmost priority.

The company is unwavering in its policy of ''''safety of persons overrides all production targets'''' which drives all employees to continuously break new grounds in safety management for the benefit of the people, property, environment and the communities in which Scan Steels operates. Our dedicated measures by conducting the Risk Assessment, Identification of significant environment aspects of all manufacturing plants and signatory commitment of Responsible Care, Greatest emphasis is given to safety measures for minimizing accidents and incidents.

In View of the above The Board has Constituted Corporate Social Responsibility Committee to Comply the Section 135 of the Companies Act 2013 in the Board Meeting Held on 24/10/2014. Composition of which is Detailed in Corporate Governance Report Part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Corporate Governance Report and the Managing Director''s and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

MANAGEMENT RESPONSIBILITY

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause – 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

EXTENSION OF ANNUAL GENERAL MEETING

Company has decided in its Board Meeting Held on 30/08/2014 to make an application to the Registrar of Companies for extension of time for holding the 21st Annual General Meeting on or before December 31, 2014 i.e extension for a period of 3 months" from 1st October 2014 to 31st December 2014 on the grounds that scheme of merger/ amalgamation is pending and ROC Mumbai on Application made by company dated 12/09/2014 requesting for Extension of AGM had approved for Extension of AGM for the Year ended March 31, 2014, Up to December 30, 2014 vide there Approval Letter Dated 23/09/2014.

LISTING ON STOCK EXCHANGE

The Company continues to remain listed with Bombay Stock Exchange Limited and annual listing fee for the same has been paid.

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

Details of the energy conservation and research and development activities undertaken by Scan Steels Limited along with the information in accordance with the provisions of Section 217(1)(e) of the companies act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988, are provided as an annexure to the Directors'' Report.

INDUSTRIAL RELATIONS

During the year under review, your Company had cordial and harmonious industrial relations at all levels of the Organization.

PARTICULARS OF EMPLOYEES

During the year under review there were no employees receiving remuneration of or in excess of limits prescribed as per the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Financial Institutions, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to their continued support in future.

For and on behalf of the Board of Scan Steels Limited

Sd/- Rajesh Gadodia, Managing Director (DIN: 00574465)

Date: 14th November, 2014 Sd/- Nimish Gadodia, Director Place: Rajgangpur (DIN: 01258815)


Mar 31, 2013

To, The Members of Clarus Infrastructure and Realties Limited

The Directors have pleasure in presenting the 20th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars 2012-2013 2011-2012

Total Income 1606.21 7372.70

Less : Total Expenditure 1872.68 7757.00

Profit / (Loss) before Tax (266.47) (384.30)

Tax Expenses 0.04 0.66

Profit / (Loss) for the year (266.43) (383.64)

DIVIDEND

Due to losses, the Directors do not recommended any dividend for the financial year under review.

DEPOSITS

The Company has not accepted any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under during the year under review.

MERGER UPDATES

High Court of Bombay vide its order dated May 11, 2011 has approved the scheme of merger of M/s. Scan Steels Limited with M/s. Clarus Infrastructure Realities Limited, however approval from High Court of Orissa is still to be obtained.

DIRECTORS

Mr. Akhilesh Jain, who retires by rotation and being eligible, offers himself for re - appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your director''s state:

a) That in the preparation of the annual accounts for the year ended 31st March 2013; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That 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 at the end of the financial year as at 31st March 2013 and of the loss of the Company for the year ended on that date.

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. Tushar Parekh and Co., Chartered Accountants, Mumbai the Statutory Auditor''s of the company will retire at the conclusion of ensuing Annual General Meeting and unwilling for re-appointment. M/s. Motilal & Associates Chartered Accountant, Mumbai has given their consent to act as an auditor, if appointed in the forth coming Annual General Meeting.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance has been provided in the Annual Report. Certificate from Practising Company Secretary form an annexure to this report.

LISTING ON STOCK EXCHANGE

The Company continues to remain listed with Bombay Stock Exchange Limited and annual listing fee for the same has been paid.

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

Details with regards to conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company.

INDUSTRIAL RELATIONS

During the year under review, your Company had cordial and harmonious industrial relations at all levels of the Organization.

PARTICULARS OF EMPLOYEES

During the year under review there were no employees receiving remuneration of or in excess of limits prescribed as per the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS

The Directors are grateful to all the stakeholders including the customers, bankers, suppliers and employees of the Company for their co-operation and assistance during the year.

For and on behalf of the Board

Place : Mumbai Manakchand Jain Harsh Jain

Date : August 13, 2013 (Director) (Director)


Mar 31, 2012

To, The Members of Clarus Infrastructure and Realties Limited

The Directors have pleasure in presenting the 19th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Particulars 2011-2012 2010-2011

Total Income 7372.70 4704.52

Less : Total Expenditure 7757.00 4976.94

Profit / (Loss) before Tax (384.30) (272.42)

Tax Expenses

Deferred Tax - 0.03

Excess Provision for Tax 0.66 0.04

Profit/(Loss) for the year from continuing operations (383.64) (272.49)

PMPENP

Due to acumulated losses, the Directors regret their inability to recommend any dividend for the financial year under review.

DEPOSITS

The Company has not accepted any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under during the year under review.

MERGER UPDATES

The Hon'ble High Court of Bombay vide its order dated May 11, 2012 has approved the scheme of merger of M/s. Scan Steels Limited with M/s. Clarus Infrastructure Realities Limited, however approval from High Court of Orissa is still to be obtained.

DIRECTORS

There is no change in the constitution of the Board of Directors of the Company. During the year under Reviewed.

In terms of the provision of companies Act, 1956 and Article of Association of the Company, Mr. Manakchand Jain, who retires by rotation and being eligible, offers himself for re - appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your director s state:

a) That in the preparation of the annual accounts for the year ended 31st March 2012; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That 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 at the end of the financial year as at 31st March 2012 and of the loss of the Company for the year ended on that date.

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. Tushar Parekh and Co., Chartered Accountants, Mumbai will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

AUDITORS REPORT

In respect of observation made by the Auditors in their Report, your Directors wish to state that the respective notes to the accounts are self-explanatory, and do not call for any further comments.

CORPORATE GOVERNANCE REPORT

A separate report on corporate governance along with Auditor s certificate on its compliance is attached to this report.

LISTING ON STOCK EXCHANGE

The Company continues to remain listed with Bombay Stock Exchange Limited and annual listing fee for the same has been paid.

PARTICULARS OF EMPLOYEES

During the year under review there were no employees receiving remuneration of or in excess of limits prescribed as per the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

Details with regards to conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company.

INDUSTRIAL RELATIONS

During the year under review, your Company had cordial and harmonious industrial relations at all levels of the Organization.

ACKNOWLEDGEMENT

The Directors are grateful to all the stakeholders including the customers, bankers, suppliers and employees of the Company for their co-operation and assistance during the year.

For and on behalf of the Board

Place : Mumbai Manakchand Jain Harsh Jain

Date : November 1, 2012 (Director) (Director)


Mar 31, 2010

The Directors are pleased to present the 17lh Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2010. SUMMARISED FINANCIAL RESULTS:

1. FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Year ended Year ended

31.3.2010 31.3.2009

Profit/(Loss) before Interest and Depreciation 418.65 (265.64)

Less: Interest 10.00 0.04

Depreciation 0.22 0.22

Profit/ (Loss) before tax 408.44 (265.9)

Tax Provision 73.68 (3.77)

Profit/ (Loss) after tax 334.67 (262.20)

Balance brought forward from previous year (520.12) (257.92)

Balance carried forward (185.45) (520.12)

2. THE YEAR UNDER REVIEW

In view of new stable government and its growth oriented policies the market during the year 2009- 2010 bounced back and the company witnessed a substantial growth rate with a profit before tax of 408.44 Lakhs as compared to the high loss of 265.9 Lakhs during the previous year.

3. MERGER

Your directors considered the proposition of a scheme of arrangement with M/S Scan Steel Limited . Under this .scheme of arrangement Scan Steel Limited a renowned steel company mainly into re-rolling, Iron bar and having an integrated Steel Plant located at Rajgangpur, Orissa decided to merge with your company. The Networth of the company is more than Rs. 180 Cr. The Board based on the method of Networth valuation decided to amalagmate both the companies in the near future subject to your approval and compliance of other statutory permissions,

After this merger the netwoth of the mergered company will be more than Rs 200Cr. The member will immensely benefit out of this scheme of arrangement. Today in the steel industry scan steel has a name to trust.

4. ENERGY.TECHNOLOGYANDFOREIGNEXCHANGE:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY: The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken.

B) RESERCH DEVELOPMENT ACTIVITIES: Continuous efforts are being made to improve reliability and quality through in-house R&D efforts.

C) TECHNOLOGY ABSORPTION: The Company is equipped with technologies to meet the present requirements.

D) FOREIGN EXCHANGE EARNINGS & OUTGO: NIL

5. FIXED DEPOSITS

The Company neither has accepted nor renewed any fixed deposit during the year under review.

6. CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practices. Being a value driven organization, the companys good corporate governance practices and the disclosures are need based duly complied with the statutory and the regulatory requirements of the Companies Act, 1956, together with all the regulations of the Listing Agreement and all the others applicable laws. The Companys Corporate Governance policies and the practices are also in accordance with the Clause 49 of the Listing Agreement

7. DIRECTORS

Shri Akhilesh Jain is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re - appointment.

8. DIVIDEND

In view of the carry forward losses incurred in the earlier years, the board regrets its inability to declare any dividend for the year under review.

9. AUDITORS REPORT

Relevant notes on accounts are self-explanatory and are as per Annexure to the Auditors Report.

10. PERSONNEL

The Company has not paid any remuneration attracting the provisions (Particulars of Employees) Rules, 1975 read along with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

11. AUDITORS

The retiring Auditors M/s. Tushar Parekh & Associates., Chartered Accountants, Mumbai, hold office till the conclusion of this Annual General Meeting. They have furnished a certificate to the effect that the proposed re-appointment, if made, will be in accordance with the limits specified U/s. 224(1 B) of the Companies Act, 1956.

12. HUMAN RESOURCES

Your Directors would like to place on record their deep appreciation of all employees for rendering quality services to every constituent of the company.

13. DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31s1 March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit and loss of the Company for the year under review;

(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 and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

14. ACKNOWLEDGEMENTS

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year

On behalf of the Board of Directors.

Place: Mumbai Manakchand Jain Harsh Jain

Dated : 13,th August, 2010 DIRECTOR DIRECTOR

 
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