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Directors Report of Shree Precoated Steels Ltd.

Mar 31, 2014

The Members,

The Board of Directors have pleasure in presenting the Sixth Annual Report of Shree Precoated Steels Ltd. and the Audited Financial Statements for the year ended 31 March, 2014 along with the Auditors'' Report thereon.

FINANCIAL HIGH LIGHTS:

The financial performance of the Company, for the year ended March 31, 2014 is summarised below:

RESULTS OF OPERATION:

During the period under review, the Sales Turnover is Rs. 366.33 Lacs and the Company incurred Profit of Rs. 8.46 Lacs.

DIVIDEND :

In view of the carry forward losses incurred in the earlier years, the board regrets its inability to declare anydividend for the year under review. (Rs. in Lacs)

Particulars 2013 - 2014 2012 - 2013

Revenue from Operations (net) 366.33 558.93

EBIDTA 15.33 104.87

Less: Finance costs - 0.26

Less;Depreciation 6.87 9.77

Profit before Exceptional Items & Tax 8.46 94.84

Exceptional income 3034.47 -

Profit before Taxation 8.46 94.84

Less:Tax Expense

-Current Tax - -

-Deferred Tax(charge)/credit - -

-MAT credit utilization/entitlement Profit after tax 8.46 94.84

Less:Minority Interest

Profit attributable to the shareholders of the Company 8.46 94.84

Opening balance in Statement of Profit and Loss (17609.15) (17703.99)

Amount available for appropriation Final Dividend Tax on Dividend Transfer to general Reserve Closing Balance in the Statement of Profit and Loss (14566.22) (17609.15)



PERFORMANCE:

Revenue :

Net revenue stood at Rs.366.33 Lacs as compared to Rs.558.93 Lacs in previous year. The Company earned a Net Profit after Tax of Rs.8.46 Lacs as compared to NPAT of Rs. 94.84 lacs in the previous year .

OPERATIONS:

DIRECTORS :

Mr. Sanjay C Ajmera, Managing Director retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re- appointment.

Section 149(1) of the Act and as per the amended

Listing Agreement, the Company should have atleast one women Director on Board The Board of Directors of your Company at the meeting held on 12th August, 2014 appointed Mrs. Aarti Ramani as an Additional/Independent Director, on the Board of Directors of your Company ,to hold the office up to ensuing Annual General Meeting. The Mrs. Aarti Ramani has overall 26 years experience in enviromental clearance and is expert in her field. She is Architech by qualification. The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Smt Aarti Ramani for the office of Director of the Company.

In terms of Sections 149, 152, Schedule IV and

other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Shri Ambalal C.Patel,Shri Jagdish Doshi ,Shri Nilesh Sarvaiya and Smt.Aarti Ramani as Independent Directors of your Company up to 5 (five) consecutive years up to 31st March, 2019.

Appropriate resolutions for the appointment/ reappointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information have been detailed in the Notice. Your Directors recommend their appointment/re-appointment as Directors of your Company.

AUDITOR''S :

M/s. V Parekh & Associates- Chartered Accountants, Mumbai, Statutory auditors of the company having registration number 107488W retire at the ensuing AGM and are eligible for re- appointment .Pursuant to provision of section 139 of the Companies Act,2013, they shall hold office from the conclusion of this Annual General Meeting until the conclusion of the sixth consecutive Annual General Meeting, subject to ratification at every Annual General Meeting.

The Company has received a certificate from the statutory auditors to the effect that their re- appointment, if made, would be within the limits under section 141(3)(g) of the Companies Act, 2013. The statutory auditors have also confirmed that they hold a valid certificate issued by the "Peer Review Board" of The Institute of Chartered Accountants of India.

AUDITORS'' REPORT:

The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self-explanatory and therefore and do not require any further comments as per Act.

LISTING:

The Company''s equity shares are presently listed with Bombay Stock Exchange Ltd (Code - 533110)

CORPORATE GOVERNANCE :

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirement set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the company confirming compliance with conditions of Corporate Governance as stipulated under Clause 49, is attached to this report.

Pursuant to Clause 49 of the Listing Agreement with BSE & NSE, Management Discussion and Analysis, Corporate Governance Report, Auditors'' Certificate for compliance of conditions of Corporate Governance and CEO Certificate on Code of Conduct is made as a part of the Annual Report.

CODE OF CONDUCT :

Pursuant to Clause 49 of the Listing Agreement, the declaration signed on the Code of Conduct by the Directors and senior management personnel for the year forms part of the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Management''s Discussion and Analysis Report for the year ended review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange.

Some of the events of the year include the following:-

1. Overview

The Management have rich experience of over four decades in the Steel related businesses and Real Estate business and have developed and established excellent business relationships in the Industry which can be helpful to the Company to form a strategic alliance with them in the future. The goodwill and expertise of the Company and Management is the greatest strength.

The Company has currently traded in Development rights and is exploring opportunities in real estate development and redevelopment projects. The company is focussing on projects related to trading of flats, development rights and investment in real estate, if right opportunity exists.

2. Future Outlook

In order to utilize their expertise and knowledge of the Management and the Company has explored various projects like trading in Steel commodities, undertaking construction contracts, trading in flats, trading in Development rights and so on. The Company has earned its income during the year from such projects. The Company may also enter into venture of redevelopment projects, if sound opportunity persists.

The Company''s Management has niche in real estate market since ages which is a boon to the Company and adds strength to the company''s performance. Expansion and entering into the construction contracts are most likely arena of the year.

3. Risks and Concerns

Your Company is continuously evolving and improving systems and measures to take care of all the risk exigencies involved in our business.

4. Internal Controls and System

The company has implemented adequate internal control system enduring proper management information system and integration of various operations and functions of the organisation – all under one umbrella. This has resulted in harmonious monitoring and regulation of operations in a systemised manner in each and every activity of the Company. Correct use of funds, proper budgeting, efficient monitoring and its regulation by due approval and authorization policy enforcement have resulted in the use of funds in the most profitable and correct manner.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2014, 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis; and

(v) That the company being a listed company the Directors had laid down internal financial control system to be followed by the company and that such internal financial controls were adequate and were operating effectively ;

(vi) That the Director''s had devised a proper system to ensure compliance with the provisions of all applicable Laws and that such systems were adequate and operating effectively.

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

SHREE PRECOATED STEELS LTD does not have any foreign exchange earnings and expenditure. Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable to SHREE PRECOATED STEELS LTD.

The provisions of Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not applicable.

Since the company caters to domestic market only, it has not undertaken any activities relating to export, initiatives to increase exports, development of new export markets for products and services or formulated any export plans.

There are no transactions involving foreign exchanges during the year.

Your Company is glad to report that it continues to ensure that the air, water, and other environmental standards are achieved as per the prescribed norms.

PUBLIC DEPOSITS :

During the year under review, your company has not accepted or renewed any fixed Deposit from the public.

SECRETARIAL AUDIT REPORT:

The secretarial Audit Report for year ended March 31, 2014, issued by Mr. Haresh P. Sanghvi, Practising Company Secretary is provided separately in the annual report.

HUMAN RELATIONS:

Our Employees are most valuable Assets of the Company. We encourage innovation, meritocracy and pursuit of the excellence. We have set up scalable recruitment and human resources management process.

During the year employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company. There was a total understanding of the Management objectives by the workers. The Company has consistently tried to improve its HR policies and processes so as to acquire, retain & nurture the best of the available talent in the Industry.

PERSONNEL:

The information pursuant to section 217 (2A) of the Companies Act, 1956 and rules framed there under there was no employee falling under the category, hence no statement/particulars of employees have been annexed to this report.

CAUTIONARY STATEMENT :

Statements made in the Report, includes those stated under the caption "Management Discussion Analysis" describing the Company''s plans, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

APPRECIATION:

On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our Shareholders, Customers, Business Partners, and Vendors. The Directors are thankful to the Government of India and the various Ministries, the state Governments and the various Ministries, and Municipal authorities of Mumbai and other cities where we are operational.

Finally, we appreciate and value the contributions made by all our employees and their families and all associated with the Company for making their organization successful.

The Directors express their appreciation to all the employees at various divisions for their diligence and contributions. The Directors record their appreciation for the support and co-operation received from franchisees, dealers, agents, suppliers, bankers and all other stakeholders .Last but not the least the Directors wish to thank the shareholders for their continued support.

By Order of the Board of Directors For SHREE PRECOATED STEELS LTD.

Sd/- Place : Mumbai Ishwarlal S. Ajmera Date :12th August, 2014 Chairman & Managing Director

Registered Office: Rehman Building, 2nd Floor Mezzanine, 24 Veer Nariman Road, Fort, Mumbai - 400 001.


Mar 31, 2013

Dear Shareholder,

The Directors are pleased to present the 5th ANNUAL REPORT AND AUDITED ACCOUNTS for Company for the financial year ended March, 31, 2013.

FINANCIAL HIGH LIGHTS:

The financial performance of the Company, for the year ended March 31, 2013 is summarised below :

(Rs. in Lacs) 2012-2013 2011-2012

Gross Turnover/Revenue 558.93 305.26

Profit before interest, Depreciation & Taxation 104.87 237.49

Less: Interest 0.26 0.07

Profit before Depreciation & Taxation 104.61 237.42

Less: Depreciation 9.77 11.01

Profit before Taxation 94.84 226.41

Provision for Taxation

Net Profit/ (Loss) 94.84 226.41

Add: Debit Balance in P&L Account B/F 17703.99 17930.40

Balance available for appropriation NA NA

Appropriations

Transfer to General Reserve

Proposed Dividend on Equity Shares

Dividend Distribution Tax

Debit balance in P&L carried to Balance Sheet 17609.15 17703.99

RESULTS OF OPERATION:

During the period under review, the Sales Turnover is Rs. 558.93 Lacs and the Company incurred Profit of Rs. 94.84 Lacs.

DIVIDEND:

In view of the inadequate profits & carry forward losses,during the year, your Directors do not recommend payment of Dividend.

DIRECTORS:

The Board of directors has been broad-based to comply with the Listing requirements.

Shri Ishwarlal S.Ajmera, Chairman and Managing Director and Shri Nilesh Sarvaiya, Director retires by rotation at the ensuing Annual General

Meeting and being eligible, offers themselves for re-appointment.

The Board recommends these appointments / reappointments.

LISTING:

The Equity Shares of the Company are listed with Bombay Stock Exchange (533110).

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that: -

I. in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

II. the Directors had 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 & Loss of the Company for the year ended under review;

III. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing & detecting:

IV. the Directors have prepared the accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Company is committed to maintain the standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliances with the conditions of Corporate Governance is attached herewith.

AUDITORS:

M/s. V. Parekh & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. They have indicated their willingness to accept reappointment and have further furnished necessary Certificate in terms of Section 224(1 B) of the Companies Act, 1956.

The Audit Committee have recommended the re- appointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company. Your Directors have accepted the recommendation and recommend to the shareholders reappointment of M/s V. Parekh & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

AUDITORS'' REPORT

The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self-explanatory and therefore, do not require any further comments under Section 217(3) of the Companies Act, 1956.

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

The provisions of Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not applicable.

Since the company caters to domestic market only, it has not undertaken any activities relating to export, initiatives to increase exports, development of new export markets for products and services or formulated any export plans.

There are no transactions involving foreign exchanges during the year are as below:-

During the year, Company had an foreign exchange inflow of Rs. NIL (Previous year Rs. NIL). The foreign exchange outgo during the period was Rs. NIL. (Previous year Nil).

Your Company is glad to report that it continues to ensure that the air, water, and other environmental standards are achieved as per the prescribed norms.

HUMAN RELATIONS:

Our Employees are most valuable Assets of the Company. We encourage innovation, meritocracy and pursuit of the excellence. We have set up scalable recruitment and human resources management process.

During the year employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company. There was a total understanding of the Management objectives by the workers. The Company has consistently tried to improve its HR policies and processes so as to acquire, retain & nurture the best of the available talent in the Industry.

PARTICULARS OF THE EMPLOYEES:

During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956. Hence, furnishing of particulars under the Companies (Particulars of employees) Rules, 1975 does not arise.

FIXED DEPOSITS:

During the period under review, your company has not accepted or renewed any fixed Deposit from the public.

CAUTIONARY STATEMENT:

Statements made in the Report, includes those stated under the caption "Management Discussion Analysis" describing the Company''s plans, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

APPRECIATION:

On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our Shareholders, Customers, Business Partners, Vendors, Bankers and, Financial Institutions. The

Directors are thankful to the Government of India and the various Ministries, the state Governments and the various Ministries, and Municipal authorities of Mumbai and other cities where we are operational.

Finally, we appreciate and value the contributions made by all our employees and their families and all associated with the Company for making their organization successful.

The Directors express their appreciation to all the employees at various divisions for their diligence and contributions. The Directors record their appreciation for the support and co-operation received from franchisees, dealers, agents, suppliers, bankers and all other stakeholders .Last but not the least the Directors wish to thank the shareholders for their continued support.

By Order of the Board of Directors

For SHREE PRECOATED STEELS LTD.

Place : Mumbai Ishwarlal S. Ajmera

Date :12th August, 2013 Chairman & Managing Director

Registered Office:

Rehman Building, 2nd Floor Mezzanine,

24 Veer Nariman Road, Fort, Mumbai - 400 001.


Mar 31, 2012

The Board of Directors have pleasure in presenting the FOURTH ANNUAL REPORT AND AUDITED ACCOUNTS of the Company for the year ended on 31st March, 2012.

FINANCIAL HIGHLIGHTS: (Rs. in Lacs)

For Year For Period of ended on Eighteen months 31st March, 2012 ended on 31st March, 2011

Gross Turnover/Revenue 305.26 15994.34

Profit before interest, Depreciation & Taxation 237.49 1068.78

Less: Interest 0.07 930.01

Profit/(Loss) before Depreciation & Taxation 237.42 138.77

Less: Depreciation 11.01 422.58

Profit/(Loss) before Taxation 226.41 (283.81)

Provision for Taxation - 2327.79

Net Profit/(Loss) 226.41 (2611.60)

Add: Debit Balance in P & L Account B/F 17930.40 15318.80

Balance available for appropriation NA NA

Appropriations

Transfer to General Reserve - -

Proposed Dividend on Equity Shares - -

Dividend Distribution Tax - -

Profit/(Loss) Carried to Balance Sheet (17703.99) (17930.40)

BUSINESS RESULTS:

During the year under review, the Sales/Revenue Turnover is Rs. 305.26 Lacs and the Company achieved Profit of Rs. 226.41 Lacs.

DIVIDEND:

In view of the inadequate profits & carry forward losses, during the year, your Directors do not recommend payment of Dividend.

DIRECTORS:

The Board of directors has been broad-based to comply with the Listing requirements.

The Board of Directors appointed Mr. Sanjay C. Ajmera and Mr. Dhaval R. Ajmera as additional Directors at its board meeting held on 24th April, 2012. They shall hold office until the ensuing Annual General Meeting. Notice has been received from a Members under Section 257 of the Companies Act, 1956 proposing their candidature along with a deposit of Rs. 500/- each, for appointment as Director of the Company liable to retire by rotation.

Mr. Chhotalal S. Ajmera, ceases to be the Chairman and Managing Director of the Company w.e.f 24th March, 2012 due to his sad demise.

Shri Ishwarlal S.Ajmera, Director of the Company was appointed as Chairman and Managing Director of the Company. Shri Sanjay C.Ajmera, was appointed as Managing Director and Shri Dhaval R. Ajmera as Director, Operations and Marketing with effect from 24th April, 2012.

Shri Ambalal C. Patel and Shri Jagdish Doshi, Directors retires by rotation at the ensuing Annual General Meeting and, being eligible, offers themselves for re-appointment.

The Board recommends these appointments/reappointments.

LISTING:

The Equity Shares of the Company continue to remain listed with Bombay Stock Exchange (533110) and voluntarily delisted from National Stock Exchange (NSE) with effect from 10th May, 2012.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that:-

I. in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

II. the Directors had 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 & Loss of the Company for the year ended under review;

III. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing & detecting;

IV. the Directors have prepared the accounts on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with BSE & NSE, Management Discussion and Analysis, Corporate Governance Report, Auditors' Certificate regarding compliance of conditions of Corporate Governance and CEO Certificate on Code of Conduct is made as a part of the Annual Report.

AUDITORS:

The Company's Auditors, M/s. V Parekh & Associates, Chartered Accountants, retire as Auditors of your Company at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have indicated their willingness to accept reappointment and have further furnished necessary Certificate in terms of Section 224 (1B) of the Companies Act, 1956.

The Audit Committee has considered and recommended the reappointment of M/s. V Parekh & Associates, Chartered Accountants, Mumbai, as Statutory Auditors of the Company, to the Board of Directors. Your Directors have accepted the recommendation and recommend to the shareholders the re-appointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

AUDITORS' REPORT:

The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self-explanatory and therefore, do not require any further comments under Section 217(3) of the Companies Act, 1956.

CONSERVATION OF ENERGY.

TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provisions of Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not applicable.

Since the company caters to domestic market only ,it has not undertaken any activities relating to export initiatives to increase exports, development of new export markets for products and services or formulated any export plans.

There are no transaction involving foreign exchanges during the year as given below:

During the year, Company had an foreign exchange inflow of Rs. Nil. (Previous year Rs 9251.59 Lacs). The foreign exchange outgo during the period was Rs. Nil. (Previous Period 988.40 Lacs).

Your Company is glad to report that it continues to ensure that the air, water, and other environmental standards are achieved as per the prescribed norms.

HUMAN RELATIONS:

During the year employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company. There was a total understanding of the Management objectives by the workers. The Company has consistently tried to improve its HR policies and processes so as to acquire, retain & nurture the best of the available talent in the Industry.

PARTICULARS OF THE EMPLOYEES:

During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956. Hence, furnishing of particulars under the Companies (Particulars of Employees) Rules, 1975 does not arise.

FIXED DEPOSITS:

During the period under review, your company has not accepted or renewed any fixed Deposit from the public.

CAUTIONARY STATEMENT:

Statements made in the Report, includes those stated under the caption "Management Discussion Analysis" describing the Company's plans, projections and expectations may constitute 'forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

APPRECIATION:

The Directors express their appreciation to all the employees at various divisions for their diligence and contribution. The Directors record their appreciation of the support and co-operation received from the franchisees, dealers, agents, suppliers, bankers and all other stakeholders. Last but not the least the Directors wish to thank the shareholders for their continued support.



By Order of the Board of Directors For SHREE PRECOATED STEELS LTD.

Ishwarlal S. Ajmera Chairman & Managing Director

Place : Mumbai Date :30th July, 2012

Registered Office: Rehman Building, 2nd Floor Mezzanine, 24 Veer Nariman Road, Fort, Mumbai - 400 001.


Mar 31, 2011

The Board of Directors have pleasure in presenting the THIRD ANNUAL REPORT AND AUDITED ACCOUNTS of the Company for the Eighteen months period ended on 31 st March, 20011.

FINANCIAL HIGHLIGHTS: (Rs. in Lacs)

For Period of eighteen For Period of eighteen

months ended as on months ended as on

31 st March, 2011 30th September, 2009

Turnover Gross 15625.01 231162.44

Profit before interest,

Depreciation & Taxation 717.69 2450.85

Less: Interest 578.35 14432.76

Profit/(Loss) before Depreciation & Taxation 139.34 (11981.91)

Less: Depreciation 422.58 5626.94

Loss before Taxation 283.24 17608.85

Provision for Taxation 2328.36 2290.05

Net Loss 2611.60 15318.80

Add: Debit Balance in P&L Account B/F 15318.80 -

Balance available for

appropriation N.A N.A

Appropriations - -

Transfer to General Reserve - -

Proposed Dividend on

Equity Shares - -

Dividend Distribution Tax - -

Loss Carried to Balance

Sheet 17930.40 15318.80

BUSINESS RESULTS

During the period under review, on the Sales Turnover of Rs. 15,625 Lacs and the Company incurred Loss of Rs. 2611.60 Lacs. The Business operations has been scaled down substantially due to sale of steel business of the company in the month of October,2009.

DIVIDEND

In view of the losses incurred during the period, your Directors do not recommend payment of Dividend.

DIRECTORS

The Board of directors has been broad-based to comply with the Listing requirements.

The Board of Directors appointed Mr. Nilesh Sarvaiya as Independent Director at its board meeting held on 30th Januan/,2010 . He shall hold office until the ensuing Annual General Meeting. Notice has been received from a Member under Section 257 of the Companies Act, 1956 proposing his candidature for appointment as director of the Company liable to retire by rotation.

Mr.Chhotalal S. Ajmera, Chairman and Managing Director and Shri Ishwarlal S.Ajmera .Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers themself for re-appointment.

LISTING

The Equity Shares of the Company are listed with Bombay Stock Exchange (533110) and National Stock Exchange (SHPRE).

SALE OF BUSINESS

During the year, your Company sold its Steel Business as a going concern and on a slump sale basis. Consequently, all the Business Assets and Business Liabilities were taken over by Essar except certain identified Current Assets and Current Liabilities which were retained in the Company. Your Directors approved the sale of business in the Board Meeting held on 23rd July,2009 and your consent was received u/s 293(1 )(a) at the Extra Ordinary General Meeting held on 7th September,2009.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that: -

I. in the preparation of the annual accounts for the Period ended 31st March,2011, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

II. the Directors had 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 & Loss of the Company for the year ended under review;

III. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing & detecting;

IV. the Directors have prepared the accounts on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with BSE & N6E, Management Discussion and Analysis, Corporate Governance Report, Auditors Certificate regarding compliance of conditions of Corporate Governance and CEO Certificate on Code of Conduct is made as a part of the Annual Report.

AUDITORS:

The Companys Auditors, M/s. V. Parekh & Associates, Chartered Accountants, retire as Auditors of your Company at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have indicated their willingness to accept reappointment and have further furnished necessary Certificate in terms of Section 224 (1B) of the Companies Act, 1956.

The Audit Committee has considered and recommended the reappointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai, as Statutory Auditors of the Company, to the Board of Directors. Your Directors have accepted the recommendation and recommend to the shareholders the re-appointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

AUDITORSREPORT:

The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self-explanatory and therefore, do not require any further comments under Section 217(3) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:

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) Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange inflow & outgo for the period ended 31st March 2011 is given in the Annexure 1 forming part of this Report.

INDUSTRIAL / HUMAN RELATIONS:

During the year employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company. There was a total understanding of the Management objectives by the workers. The Company has consistently tried to improve its HR policies and processes so as to acquire, retain & nurture the best of the available talent in the Industry.

PARTICULARS OF THE EMPLOYEES:

During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956. Hence, furnishing of particulars under the Companies (Particulars of employees) Rules, 1975 does not arise.

FIXED DEPOSITS:

During the period under review, your company has not accepted or renewed any fixed Deposit from the public.

CAUTIONARY STATEMENT:

Statements made in the Report, includes those stated under the caption "Management Discussion Analysis" describing the Companys plans, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

ACKNOWLEDGMENT:

The Board of Directors wishes to thank the Central Government, State Government, Reserve Bank of India (RBI), Securities Exchange Board of India (SEBI), The Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Ltd. (NSE) for their cooperation in various spheres of your Companys functions. The Board of Directors express its gratitude for the cooperation extended by the Bankers i.e. Dena Bank and Axis Bank Limited for their support.

Your Directors thanks all its shareholders, clients and investors for their support during the year and looks forward to their continued support in the years to come.

Your Company has also gained considerably from the sincere and devoted services rendered by its employees at all levels. The Board of Directors wishes to place on record its appreciation of their efforts in enhancing the image of your Company in the global market.

By order of the Board of Directors

For SHREE PREOATED STEELS LD.

Sd/- Date : 25th April, 2011 Chhotalal S. Ajmera

Place : Mumbai Chairman & Managing Director


Sep 30, 2009

The Board of Directors have pleasure in presenting the SECOND ANNUAL REPORT AND AUDITED ACCOUNTS of the Company for the Eighteen months period ended on 30th September, 2009.

FINANCIAL HIGHLIGHTS: (Rs. in Lacs)

2007- 08* 2008-09

Turnover Gross - 231,162.44

Profit before interest, Depreciation & Taxation - 2,450,85

Less: Interest - 14,432.76

Loss before Depreciation & Taxation - 11,981.91

Less: Depreciation - 5,626.94

Loss before Taxation - 17,608.85

Provision for Taxation - (2,290.05)

Less: Adjustment in respect of Previous Year Net LOSS - 15,318.80

Add: Balance in P&L Account B/F - -

Balance available for appropriation - N.A

Appropriations

Transfer to General Reserve - -

Proposed Dividend on Equity Shares - -

Dividend Distribution Tax - -

Loss Carried to Balance Sheet - 15,318.80

In view of the performance during the period, your Directors do not recommend payment of Dividend.

*The financial results for the period are not comparable with that of the previous years since the Company had not commenced any commercial activity prior to the period. During the period under review, the Steel Division of Ajmera Realty & Infra India Limited has been transferred to and vested in the Company.

DE-MERGER OF STEEL DIVISION OF ARIIL

Pursuant to the composite scheme of arrangement, approved by Honourable High Court of Judicature of Bombay, the steel division of Ajmera Realty and Infra India Limited (ARIIL) has been vested in to the Company w.e.f. April 1,2008 (Appointed Date).

INCREASE IN AUTHORISED & PAID UP CAPITAL OF THE COMPANY AND ALLOTMENT OF SHARES

Pursuant to the said Composite Scheme of Arrangement the authorised capital of the Company was increased from Rs. 5 Lacs to Rs. 85 Crores. 8, 27,98,042 fully paid up Equity shares were issued to the shareholders of Ajmera Realty & Infra India Limited in the ratio of 7 equity shares of the company for every 10 equity shares held in the demerged company after cancelling the pre- demerger paid up capital of the company.

DIRECTORS

The Board of directors has been broad-based to comply with the Listing requirements.

The board of Directors appointed Mr. Ambalal C Patel and Mr. Jagdish Doshi as Independent Directors at its board meeting held on 30th April, 2009. They hold office until the ensuing Annual General Meeting. Notice has been received from a Member under Section 257 of the Companies Act, 1956 proposing their names for appointment as directors of the Company liable to retire by rotation.

Mr. Rajnikant S. Ajmera, director of the company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Mr. Ashok U. Katra was appointed as a Nominee director on the Board of the Company with effect from May 1,2009 by Industrial Development Bank of India. On repayment of the loan, IDBI withdrew his nomination with effect from 13th November, 2009.

The Board of Directors appointed Mr. Chhotalal S .Ajmera as a Chairman & Managing Director and Mr. Rajnikant S. Ajmera as Managing Director at its meeting held on 30* April, 2009 with effect from May 1,2009 for a period of five years with no remuneration payable to them.

LISTING

The Equity Shares of the Company are listed with Bombay Stock Exchange and National Stock Exchange from 15th October, 2009.

BUSINESS RESULTS

During the period under review, the Company has achieved Sales Turnover of Rs. 231162.44 Lacs and incurred Loss of Rs. 15318.80 Lacs.

During the period under review there was high volatility in the Exchange rates and commodity markets. Further, due to general slowdown and global recession the decline in the prices of finished goods was more than proportionate to the decline in the prices of raw materials. The un- remunerative prices and slackness in demand caused under utilisation of capacity putting pressure on both profitability and cash generation which necessitates increased borrowings. The cost of utilities such as power and fuel harden during the period under review and has further deteriorated the margin.

SALE OF STEEL BUSINESS OF THE COMPANY

Globally the steel industry is being consolidated and large integrated steel companies are emerging. In this scenario only the large integrated players having control over supply of raw material will have a competitive edge and are going to survive in the long run. The Indian players are also consolidating and integrating both organically and inorganically to meet the challenges posed by their peers in the international market. The global meltdown and recession coupled with non availability of raw material at competitive price has compelled your directors to consider to integrate backward either inorganically or organically which require huge funds and involve long gestation period or to exit the sector. Having regard to the fact that the prospects for stand alone processors will not improve in the near future has prompted your directors to dispose off the steel business. In pursuance to the authority obtained from the shareholders u/s 293(1 )(a) at the EGM held on 7th September 2009, the Steel business of the Company has been transferred to Essar Steels Limited w.e.f. 29/10/2009

FUTURE OUTLOOK

Your directors are considering the project of putting up one or more Steel service and logistic management centres involving running stockyards having steel slitting and blanking facilities to cater to the specific customer requirements to capitalise the goodwill earned and contacts established both in India and abroad during the last twenty years. Further your company is also evaluating various opportunities in the Redevelopment and Slum Rehabilitation Activities in Real Estate Sector. In Mumbai and Pune both these activities have excellent growth opportunities.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that :

I. in the preparation of the annual accounts for the peirod ended 30th September 2009, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

II. the Directors had 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 & Loss of the Company for the year ended under review;

III. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing & detecting;

IV. the Directors have prepared the accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with BSE & NSE, Management Discussion and Analysis, Corporate Governance Report, Auditors Certificate regarding compliance of conditions of Corporate Governance and CEO Certificate on Code of Conduct is made as a part of the Annual Report.

AUDITORS

The Companys Auditors, M/s. V. Parekh & Associates, Chartered Accountants, retire as Auditors of your Company at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have indicated their willingness to accept reappointment and have further furnished necessary Certificate in terms of Section 224 (1B) of the Companies Act, 1956.

The Audit Committee has considered and recommended the reappointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai, as Statutory Auditors of the Company, to the Board of Directors. Your Directors have accepted the recommendation and recommend to the shareholders the re-appointment of M/s. V. Parekh &

Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

AUDITORS REPORT

The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self-explanatory and therefore, do not require any further comments under Section 217(3) of the Companies Act,1956.

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

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) Rules, 1988 regarding conservation of energy, technology absorption is given in the Annexure forming part of this Report. As regards the information in respect of foreign exchange earnings and outgo, the same has been given in the Notes forming part of the accounts for the period ended 30th September 2009

INDUSTRIAL/ HUMAN RELATIONS

During the year employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company. There was a total understanding of the Management objectives by the workers. The Company has consistently tried to improve its HR policies and processes so as to acquire, retain & nurture the best of the available talent in the Industry.

PARTICULARS OF THE EMPLOYEES

During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956. Hence, furnishing of particulars under the Companies (Particulars of employees) Rules, 1975 does not arise.

ACKNOWLEDGEMENT

The Board of Directors wishes to thank the Central Government, State Government, RBI, SEBI, The Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Ltd. (NSE) for their cooperation in various spheres of your Companys functions. The Board of Directors express its gratitude for the cooperation extended by the Financial Institutions / Term Lenders/ Working Capital Consortium Bankers i.e. SICOM Ltd, Yes Bank Ltd, State Bank of Patiala , IDBI Ltd., Bank of Baroda, Allahabad Bank, Dena Bank, Federal Bank Ltd., State Bank of India, State Bank of Indore , Union Bank and Exim Bank for their support.

Your Directors thank all its shareholders, clients and investors for their support during the year and looks forward to their continued support in the years to come.

Your Company has also gained considerably from the sincere and devoted services rendered by its employees at all levels. The Board of Directors wishes to place on record its appreciation of their efforts in enhancing the image of your Company in the global market.

By order of the Board of Directors For SHREE PRECOATED STEELS LTD.

Date : 19th December, 2009 R. S. AJMERA

Place: Mumbai Managing Director



 
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