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Directors Report of Steel Cast Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors of your Company are pleased to present the 45th Annual Report together with the Audited Financial Statement for the financial year ended on March 31, 2016.

1. FINANCIAL RESULTS:

(Rupees in Lacs)

Sr. No.

Particulars

2015-16

2014-15

1

Sales

13,704

7,914

2

Other Income

37

149

3

Total Income

13,741

8,063

4

Profit Before Depreciation & Tax (PBDT)

1,273

(1,093)

5

Less: Depreciation

1,231

1,163

6

Profit Before Taxation (PBT)

41

(2,256)

7

Less: Taxation (all Taxes)

28

(406)

8

Profit After Taxation (PAT)

13

(1,850)

9

Add: Balance brought forward from last year

(1,557)

293

10

Amount Available for Appropriation

Appropriations:

(1,544)

(1,557)

(a) Interim Dividend

-

-

(b) Proposed Dividend

-

-

(c) Corporate Dividend Tax

-

-

(d) General Reserve

-

-

(e) Balance to be carried forward

(1,544)

(1,557)

Total

(1,544)

(1,557)

2. STATE OF COMPANY''S AFFAIRS: The Company has earned revenue from operation of Rs.13,704.24 Lacs during the year ended on 31st March, 2016 as against Rs. 7,914.31 Lacs earned during the previous year ended on 31st March, 2015, giving a rise of 73.16% as compare to previous year. The Company has also earned other income of Rs. 37.12 Lacs during the year under review as against Rs.148.66 Lacs earned during the previous year.

The Company has earned the profit before tax of Rs. 41.47 Lacs during the year ended on 31st March, 2016 as compared to loss of Rs. (2,301.00) Lacs beared during the previous year ended on 31st March, 2015, showing a rise of 101.80%.

The Company has earned net profit of Rs. 13.29 Lacs for the year ended on 31st March, 2016 after providing finance cost and depreciation and amortization expenses and after making provision for deferred tax and other adjustment, as compared to loss of Rs. (1,850.04) Lacs beared by the Company during the previous year ended on 31st March, 2015.

After adding the surplus in the Statement of profit & loss of Rs. (1557.46) lacs loss brought forward from the previous year to the profit of Rs. 13.29 lacs earned by the Company during the year under review, the total amount of Rs. (1,544.17) lacs loss is available for appropriation.

3. EQUITY INFUSION: Your Company has issued and allotted on 26th March, 2016, 202,4000 equity shares of face value of Rs. 5/- each at a price of Rs. 60 per Equity Share (including a premium of Rs. 55 per Equity Share) on preferential basis to Non Promoter Investors in accordance with Section 42 of the Companies Act, 2013 (including the rules made there under) and Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and consequently, paid up capital of your Company get increased from Rs. 9,180,000 to Rs. 101,200,000.

The proceeds of this preferential issue were used for long term working capital requirement, repayment of long term debts, capital expenditure and other general corporate purposes.

4. DIVIDEND: Considering the year''s financial performance, the Board decided not to recommend any dividend for the year under review.

5. CONSERVATION OF ENERGY, RESEARCH AND DEVLOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO: The Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Report as an Annexure- A and forming part of this Report.

6. SEGMENT REPORTING: The Company is engaged in the Castings business only and therefore there is only one reportable segment in accordance with the Accounting Standard on Segment Reporting, AS-17.

7. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE: the Company is having a partnership firm namely STEELCAST LLC, in USA. Except the same, during the year under review, no Company has become or ceased to become Subsidiary, Joint Venture or Associate Company.

8. CORPORATE SOCIAL RESPONSIBILITY (CSR): Company has formulated Policy on CSR in accordance with Schedule VII of the Companies Act, 2013 and the details of the composition of the Committee are covered in the Corporate Governance Report. Your Company has spent sufficient amount towards CSR activities during the year. Report on CSR activities is annexed as Annexure- B and forming part of this Report. The Board has approved Policy on CSR which has been uploaded on the Company''s website at www.steelcat.net.

9. QUALITY: Your Company has continued emphasis on Research & Development. A dedicated Quality Assurance (“QA”) team is monitoring product quality. Substantial CAPEX has been incurred towards quality improvement and product innovation. Your Company strives to be industry leader by adopting modern technology and towards this, a modern Automated No-Bake Fast Loop Moulding Line for production of high quality steel castings has already been commissioned.

10. INSURANCE: All assets of the Company, including Building, Plant & Machinery, Stocks etc., wherever necessary and to the extent required, have been adequately insured.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

11.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period of this report, Mr. V W Makary, Non-Executive Director of the Company, has resigned as Director of the Company with effect from 28th May, 2015. The Board appreciates the valuable services rendered by him during his tenure.

Mr. Tipirneni Kumar has been appointed as a Chief Financial Officer of the Company at the Board Meeting held on 28th May, 2015, upon recommendation made by Audit Committee, is to be considered as Key Managerial Personnel under Section 203 of the Companies Act, 2013, effective from 28th May, 2015. He has also been reappointed as a Whole Time Director of the Company at the Board Meeting held on 6th August, 2015, upon recommendation made by Nomination and Remuneration Committee and the said reappointment has been approved by Members in their Extraordinary General Meeting held on 17th March, 2016 effective from 1st September, 2015.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made there under, Mrs. Manali C. Tamboli, Non-Independent Non-Executive Director of the Company, shall retire by rotation at this Annual General Meeting and being eligible offer herself for reappointment. The Members are requested to consider her re-appointment as Director of the Company.

Pursuant to the provisions of Section 196 of the Companies Act, 2013 and Rules made there under, tenure of appointment of Mr. Chetan M Tamboli as Managing Director of the Company will expire on 31.08.2016. Being in Company''s interest to reappoint him as Managing Director of the Company for a further period of 5 (five) years effective from 1st September, 2016, your Directors in their meeting held on 30th May, 2016, upon recommendation of Nomination and Remuneration Committee, have reappointed Mr. Chetan M Tamboli accordingly subject to approval of the Members. The Members are requested to consider his re-appointment as Managing Director of the Company.

Necessary resolutions relating to Directors who are seeking appointment / reappointment are included in the Notice of Annual General Meeting. The relevant details of the said Directors are given in the Notes/annexure to the Notice of the Annual General Meeting.

11.2 COMPLIANCE ON CRITERIA OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS: All Independent Directors of the Company have given declarations to the Company under Section 149 (7) of the Act that, they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of the Act and also under the Listing Regulations.

11.3 FORMAL ANNUAL EVALUATION: The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations.

Further, the Independent Directors, at their exclusive meeting held 28th January, 2016 during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations.

11.4 NOMINATION AND REMUNERATION POLICY: The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the Nomination and Remuneration Policy are covered in the Corporate Governance Report. The said policy has also been uploaded on the Company''s website at www.steelcast.net.

11.5 MEETINGS: During the year Six Board Meetings and five Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

11.6 COMMITTEES OF THE DIRECTORS: The details of various committees of Directors constituted under various provisions of Companies Act, 2013 and Rules made there under, their constitution, terms of reference and other details are provided in the Corporate Governance Report.

Compositions of Board of Directors and various Committees of Directors are available on the Company''s website at www.steelcast.net.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the Financial Statements, if any.

13. RELATED PARTY TRANSACTIONS: Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure- C in the prescribed Form - AOC-2 and the same forms part of this report. All related party transactions are placed before the Audit Committee and Board of the Company for review and approval or Omnibus approval as permitted under law. Transactions with related parties, as per requirements of Accounting Standard 18 are disclosed in the notes to accounts annexed to the financial statements. Your Company''s Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Company''s website at www.steelcast.net.

14. PARTICULARS OF EMPLOYEES: The 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 Personnel) Rules, 2014 are enclosed with this report as Annexure- D.

The Statement of particulars of employees under Section 197(12) read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not provided with as, during the financial year under review, no employee of the Company including Managing Director was in receipt of remuneration in excess of the limits set out in the said rules.

15. HUMAN RESOURCES: Your Company believes that its employees are one of the most valuable assets of the Company. During the year under review, the Company organized various training programs at all level to enhance skill of the employees. As on 31st March, 2016, total employees strength at STEELCAST is over 543. The employees are deeply committed to the growth of the Company.

16. VIGIL MECHANISM / WHISTLEBLOWER POLICY: The Company has formulated Whistleblower Policy in conformity with the provisions of Section 177 (9) of the Companies Act, 2013 and Listing Regulation to provide a mechanism for any concerned person of the company to approach the Ethics Counselor/ Chairman of the Audit Committee of the Company for the purpose of dealing with instance of fraud and mismanagement, if any and also ensure that whistleblowers are protected from retribution, whether within or outside the organization. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the Company''s website at www.steelcast.net.

17. EXTRACT OF ANNUAL RETURN: Pursuant to the provisions of section 92 (3) of the Companies Act, 2013, an extract of annual return is annexed hereto as Annexure- E and forms part of this report.

18. SECRETARIAL AUDITORS: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. D.G.Bhimani & Associates, Company Secretary, (CP: 6628) Anand, have been appointed as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2016-17, the Secretarial Audit Report for the Financial Year 2015-16 is annexed herewith as Annexure- F and forms part of this report”.

The clarifications have been made by the Directors in respect of the observations made by the Secretarial Auditors in the Secretarial Audit Report for the year ended on 31st March, 2016, it is clarified that the company was inadvertently and due to oversight taken unsecured loan to meet urgent fund necessity, which was repaid immediately.

19. CORPORATE GOVERNANCE REPORT AND CERTIFICATE: Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by SEBI. As required under Regulation 34 (3) read with Schedule V (C) of the Listing Regulations a Corporate Governance report and the certificate as required under Schedule V (E) of the Listing Regulations from Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance are given in Annexure- G and Annexure- H respectively, forming part of this report.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion and Analysis Report for the year under review, as stipulated under Listing Regulation, is annexed herewith as Annexure- I and forms part of this report.

21. COST AUDITORS: In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended the Board of Directors, on the recommendation of the Audit Committee, have appointed M/s. S K Rajani & Co. Cost Accountants, Bhavnagar as Cost Auditor of the Company, for the Financial Year ending March 31, 2017, on a remuneration as mentioned in the Notice of Annual General Meeting for conducting the audit of the cost records maintained by the Company.

A Certificate from M/s. S K Rajani & Co. Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed there under. A resolution seeking Member''s ratification for the remuneration payable to Cost Auditor forms part of the Notice of the Annual General Meeting of the Company and same is recommended for your consideration and approval.

Cost Audit report for the financial year ended March 31, 2015 were filed on November 6, 2015, due to technical error in MCA system while filing with ROC, which was not within the time limit as prescribed in the Companies (Cost Records and Audit) Rules, 2014 as amended.

22. STATUTORY AUDITORS: M/s. Sanghavi & Co., Chartered Accountants, Statutory Auditors of the Company, having Firm Registration Number 109099W, were appointed as Auditors at AGM concerning F.Y. 2013-14 for three consecutive years. As required under Listing Regulation, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. As required under the Companies Act, 2013, your Directors recommend ratifying their appointment as Statutory Auditors of the Company for F.Y. 2016-17.

The clarification has been made by the Directors in respect of the observation made by the Auditors under Para 5 of CARO report for the year ended on 31st March, 2016, it is clarified that the company was inadvertently and due to oversight taken unsecured loan to meet urgent fund necessity, which was repaid immediately.

23. INTERNAL FINANCIAL CONTROLS: The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

These are aimed at giving the Audit Committee a reasonable assurance on the reliability of financial reporting and statutory & regulatory compliances, effectiveness and efficiency of your Company''s operations.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations, during the year under review.

25. CHANGE IN THE NATURE OF BUSINESS: During the year under review, there was no change in the nature of business of the Company and there is no material change and/or commitments, affecting the financial position of the Company, during the period from 31st March, 2016 till the date of this report.

26. DIRECTORS'' RESPONSIBILITY STATEMENT: To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) and 134 (5) of the Companies Act, 2013, that:

a. in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if applicable;

b. for the Financial Year ended March 31, 2016, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made 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 that period;

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

d. the Annual Financial Statements have been prepared on a going concern basis;

e. proper internal financial controls are in place and such internal financial controls are adequate and were operating effectively;

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

27. RISK MANAGEMENT: The Company has been addressing various risks impacting the Company and details of the same are provided elsewhere in this Annual Report in Management Discussion and Analysis.

28. DETAILS OF DEPOSIT: During the year under review, the Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013. However the Company was inadvertently and due to oversight taken unsecured loans stated in annexure to the Auditors'' Report, to meet urgent fund necessity, which was not in compliance with the provisions of Chapter V of the Companies Act, 2013, the said unsecured loans were repaid immediately.

29. SEXUAL HARASSMENT POLICY: Your Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy on Sexual Harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The said policy can be accessed on the Company''s website at www.steelcast.net.

30. ACKNOWLEDGEMENTS: Yours Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, customers, suppliers, bankers and other business associates. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State governments and all Regulatory Authorities. Your Directors also place on record their deep sense of appreciation to all employees for their dedicated services rendered at various levels.

For and on behalf of the Board of Directors

Ahmedabad (Chetan M. Tamboli)

May 30, 2016 Chairman & Managing Director


Mar 31, 2015

Dear Shareholders,

The Directors of your Company are pleased to present the 44th Annual Report and the Audited Accounts for the financial year ended on March 31,2015.

1. FINANCIAL PERFORMANCE: (Rupees in Lacs)

Sr. Particulars 2014-15 2013-14 No

1 Sales 7,914 14,449

2 Other Income 149 68

3 Total Income 8,063 14,517

4 Profit Before Depreciation & Tax (PBDT) (1,093) 1,540

5 Less: Depreciation 1,163 1,482

6 Profit Before Taxation (PBT) (2,256) 58

7 Less: Taxation (all Taxes) 406 15

8 Profit After Taxation (PAT) (1,850) 43

9 Add: Balance brought forward from last year 293 250

10 Amount Available for Appropriation (1,557) 293

Appropriations:

(a) Interim Dividend - -

(b) Proposed Dividend - -

(c) Corporate Dividend Tax - -

(d) General Reserve - -

(e) Balance to be carried forward (1,557) 293

Total (1,557) 293

2. SALIENT FEATURES OF COMPANY'S WORKING DURING THE YEAR: During the year under review, the Company witnessed a severe reduction in revenue and profit after tax. The following factors contributed to the drop in sales and PAT:

a) Deferment or cancellation of orders by several customers in the situation of overall slowdown in global economy, more particularly in the Mining & Construction market segments served by the Company.

b) Spurt in the cost of inputs.

3. EQUITY INFUSION: Your Company has not issued any equity shares during the year under review.

4. DIVIDEND: Considering the year's financial performance, the Board decided not to recommend any dividend.

5. DETAILS OF JOINT VENTURE COMPANY: Your Company has Joint Venture in the name of STEELCAST LLC, in USA

6. SEGMENT REPORTING: The Company is engaged in the Castings business only and therefore there is only one reportable segment in accordance with the Accounting Standard on Segment Reporting, AS-17.

7. CONSERVATION OF ENERGY, RESEARCH AND DEVLOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO: The Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Report as an Annexure- A and forming part of this Report.

8. CORPORATE SOCIAL RESPONSIBILITY (CSR): Company has formulated Policy on CSR in accordance with Schedule VII of the Companies Act, 2013 and the details of the composition of the Committee are covered in the Corporate Governance Report. The Company is required to spend 2 % of its average of the last three years net profit on CSR Projects. However, due to heavy loss, your Company has not spent any amount on CSR activities during the year. We expect to make up the spending on CSR activities in future. Report on CSR activities is annexed as Annexure- B and forming part of this Report.

The Board has approved Policy on CSR which has been uploaded on the Company's website.

9. QUALITY: Your Company has continued emphasis on Research & Development. A dedicated Quality Assurance ("QA") team is monitoring product quality. Substantial CAPEX has been incurred towards quality improvement and product innovation. Your Company strives to be industry leader by adopting modern technology and towards this, a modern Automated No-Bake Fast Loop Moulding Line for production of high quality steel castings has already been commissioned.

10. INSURANCE: All assets of the Company, including Building, Plant & Machinery, Stocks etc., wherever necessary and to the extent required, have been adequately insured.

11. DIRECTORS:

11.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL: Mr. T Kumar, Whole Time Director of the Company, retires by rotation, and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. Your Directors recommend his reappointment.

Mr. V W Makary, Directors of the Company, has resigned as Director of the Company on 28th May, 2015. The Board appreciates for the services rendered by Mr. V W Makary as director of the Company.

11.2 DECLARATION BY AN INDEPENDENT DIRECTOR(S): All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 49(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

11.3 FORMAL ANNUAL EVALUATION: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as collectively. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

11.4 NOMINATION AND REMUNERATION POLICY: The Board has, on the recommendation of the

Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the Nomination and Remuneration Policy are covered in the Corporate Governance Report.

11.5 MEETINGS: During the year five Board Meetings and five Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the Financial Statements.

13. RELATED PARTY TRANSACTIONS: All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Details of material contracts or arrangement or transactions at arm's length basis is annexed as Annexure- C and forming part of this Report.

The Board has approved Related Party Transactions Policy which has been uploaded on the Company's website.

14. PARTICULARS OF EMPLOYEES: The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such a Member may write to the Company Secretary in this regard

15. HUMAN RESOURCES: Your Company believes that its employees are one of the most valuable assets of the Company. During the year under review, the Company organized various training programs at all level to enhance skill of the employees. As on 31st March, 2015, total employees strength at STEELCAST is over 502. The employees are deeply committed to the growth of the Company.

16. VIGIL MECHANISM / WHISTLEBLOWER POLICY: The Company has formulated Whistleblower Policy in conformity with the provisions of clause 49 of the Listing Agreement executed with the stock exchange to provide a mechanism for any concerned person of the company to approach the Ethics Counselor/ Chairman of the Audit Committee of the Company for the purpose of dealing with instance of fraud and mismanagement, if any and also ensure that whistleblowers are protected from retribution, whether within or outside the organization. The details of the Whistle Blower Policy are explained in the Corporate Governance Report.

17. CORPORATE GOVERANCE: Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section and forms a part of the Annual Report. Your Company's Statutory Auditors' Certificate confirming compliance with Clause 49 of the Listing Agreement is annexed to this Report as Annexure- D and forms part of this report.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in separate section and forms part of this report.

19. GENERAL CODE OF CONDUCT: As required by clause 49 of the listing agreement, the Board of Directors have evolved a General Code of Conduct for members of the Board and members of the Senior Management Team. The Code is available on the website of the Company. Affirmation of compliance with the said Code by all concerned as certified by the Chief Executive Officer is available elsewhere in this report.

20. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING: The Company has also put in place a Code of Conduct for Prevention of Insider Trading which is also on the website of the Company. The necessary preventive actions, including Closure of Trading Window around the time of any price sensitive events or information, are taken. All the Covered Persons have given declarations affirming compliance with the said Code for the year ended 31st March, 2015

21. CEO CERTIFICATION: Pursuant to the provisions of the Clause 49 of the Listing Agreement, the CEO Certification for preparation of financial statements etc is available elsewhere in this report

22. EXTRACT OF ANNUAL RETURN: Pursuant to the provisions of section 92 (3) of the Companies Act, 2013, an extract of annual return is annexed hereto as Annexure- E and forms part of this report.

23. SECRETARIAL AUDITORS: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Dinesh G. Bhimani, Company Secretary, (CP: 6628) Anand, have been appointed as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2014-15, the Secretarial Audit Report is annexed herewith as Annexure- F and forms part of this report".

As observed by the secretarial auditors on unsecured loan and attendance of Mr. Vaughan W. Makary, The Company has to meet the very short term requirement of fund, taken unsecured loan which was already paid by the Company. Further the Company has received resignation letter from Mr. Vaughn W. Makary as he was unable to attend the meeting.

24. COST AUDITORS: M/s. S K Rajani & Co. Cost Accountants, Bhavnagar, have been re- appointed as the Cost Auditors to conduct the audit of the cost accounts maintained by the Company for the Financial Year 2015-16.

25. STATUTORY AUDITORS: M/s. Sanghavi & Co., Chartered Accountants, Statutory Auditors of the Company, having Firm Registration Number 109099W, were appointed as Auditors at the last AGM for three consecutive years. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. As required under the Companies Act, 2013, your Directors recommend to ratify their appointment as Statutory Auditors of the Company for F.Y 2015-16.

The observations made in the Auditor's Report are self-explanatory and, therefore, do not call for any further comments under Section 134(3) (f) of the Companies Act, 2013.

26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: Your Company has in place internal control systems and procedures commensurate with the size and nature of its operations. Internal control processes which consist of adopting appropriate management systems and implementing them are followed. These are aimed at giving the Audit Committee a reasonable assurance on the reliability of financial reporting and statutory & regulatory compliances, effectiveness and efficiency of your Company's operations. The Internal Control Systems are reviewed periodically and revised to keep in tune with the changing business environment.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

28. DIRECTORS' RESPONSIBILITY STATEMENT: To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

b. That such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively

f. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

29. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY: The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

30. ACKNOWLEDGEMENT: Yours Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, customers, suppliers, bankers and other business associates. Your Directors gratefully acknowledge the on- going co-operation and support provided by the Central and State governments and all Regulatory Authorities. Your Directors also place on record their deep sense of appreciation to all employees for their dedicated services rendered at various levels.

For and on behalf of the Board of Directors

Ahmedabad (Chetan M. Tamboli) May 28, 2015 Chairman & Managing Director


Mar 31, 2013

Dear Shareholders,

The Directors of your Company are pleased to present the 42nd Annual Report and the Audited Accounts for the financial year ended on March 31, 2013.

1. FINANCIAL RESULTS:

Sr. No. Particulars 2012-13 2011-12

1 Sales 28,735 23,730

2 Other Income 119 67

3 Total Income 28,854 23,797

4 Profit Before Depreciation & Tax (PBDT) 3,913 3,014

5 Less: Depreciation 1,016 778

6 Profit Before Taxation (PBT) 2,897 2,236

7 Less: Taxation (all Taxes) 931 825

8 Profit After Taxation (PAT) 1,966 1,411

9 Add: Balance brought forward from last year 200 150

10 Amount Available for Appropriation 2,166 1,561

Appropriations:

(a) Interim Dividend 0 83

(b) Proposed Dividend 328 166

(c) Corporate Dividend Tax 56 40

(d) General Reserve 1,532 1,072

(e) Balance to be carried forward 250 200

Total 2,166 1,561

2. SALIENT FEATURES OF COMPANY''S WORKING DURING THE YEAR: During the year under review, the Total Turnover of the Company has gone up to Rs. 287.35 Crores as compared to Rs.237.30 Crores in the previous Financial Year, registering a growth of 21%. Export Turnover has also gone up to Rs. 156.26 Crores as compared to Rs.103.43 Crores in the previous Financial Year, showing an increase of 51%.

The Company has registered a Profit Before Tax (PBT) of Rs. 28.97 Crores and Profit After Tax (PAT) of Rs. 19.66 Crores as compared to PBT of Rs. 22.36 Crores and PAT of Rs. 14.11 Crores respectively in the previous Financial Year. PBT and PAT grew by 29.56% and 39.33% respectively.

3. SUB-DIVISION OF SHARES AND ISSUE OF BONUS SHARES: During the year under review, your Company has sub-divided face value of its equity shares from Rs. 10/- each to Rs. 5/- each and also capitalized Rs. 4,55,40,000/- out of the reserves and issued Bonus Shares in the ratio of 1:1 on sub-divided shares of face value of Rs.5/- each.

4. EQUITY INFUSION THROUGH PREFERENTIAL ALLOTMENT: Your Company has issued and allotted 594,000 warrants to the Promoter Group Company in accordance with the relevant SEBI guidelines for an aggregate sum of Rs. 641.52 Lacs in November 2011. The Promoter Group infused, during the financial year 2012-13, Rs.1,60,38,000/- (being balance 75% amount payable on conversion of 198,000 warrants of Rs.10/- each into 792,000 equity shares of Rs. 5/- each, including 396,000 bonus shares of Rs. 5/- each) on 18th March, 2013. As a result, the paid-up capital of your Company was increased from Rs. 8,31,60,000 to Rs.8,71,20,000 on allotment of 792,000 fully paid equity shares (including 396,000 bonus shares) of Rs.5/- each.

5. DIVIDEND: Your Directors are pleased to recommend dividend of Rs. 1.80/- per Equity Share of Rs.5/- each (i.e. 36%) for the financial year ended March 31, 2013, subject to approval of the shareholders at the ensuing Annual General Meeting.

The total Dividend outgo for the year ended 31st March, 2013 would be Rs. 3.84 Crore including the Corporate Dividend Tax of Rs. 0.56 Crore.

6. INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.

A. CONSERVATION OF ENERGY, RESEARCH AND DEVLOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO: The Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 217(1) (e) of the Companies Act, 1956, is set out in a separate statement annexed to this Report as an Annexure-A and forming part of this Report.

B. PARTICULARS OF EMPLOYEES: As required under the provisions of Sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended, the name and other particulars of employees are set out in a separate statement annexed to this Report as an Annexure-B and forming part of this Report.

C. DIRECTORS'' RESPONSIBILITY STATEMENT: As required under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

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

(iii) 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; and

(iv)the Directors have prepared the annual accounts of the Company on a ''going concern basis''.

7. QUALITY: Your Company continued to emphasis on research, development and innovation of products. A dedicated Quality Assurance ("QA") team has been constituted to monitor product quality, set benchmarks and evolve new horizon in product development. Also, substantial CAPEX has been incurred towards quality improvement and product innovation. Your Company strives to be industry leader by adopting modern technology and towards this, a modern Automated No-Bake Fast Loop Moulding Line for production of high quality steel castings has already been commissioned.

8. INSURANCE: All assets of the Company, including Building, Plant & Machinery, Stocks etc., wherever necessary and to the extent required, have been adequately insured.

9. DIRECTORS: Mr. V B Buch, and Mrs. Manali C Tamboli, Directors of the Company, retire by rotation, and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

10. HUMAN RESOURCES: At STEELCAST, people are one of the most valuable assets of the Company. The success enjoyed during the year was entirely because of our people. Positive results were enabled by promoting leadership, cross-functional collaboration, innovativeness, training inputs for skill enhancement projects across the organization. As on 31st March, 2013, human capital at STEELCAST is more than 920 personnel who are committed towards growth of the Company.

11. AUDITORS'' REPORT: The observations made in the Auditor''s Report are self-explanatory and, therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

12. CORPORATE GOVERANCE: Your Company is committed to maintaining the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the BSE Limited, is presented in a separate section and forms a part of the Annual Report. Your Company''s Statutory Auditors'' Certificate confirming compliance with Clause 49 of the Listing Agreement is annexed to this Report as Annexure-C and forms a part of the Annual Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the BSE Limited, is presented in separate section and forms part of the Annual Report.

14. COMPLIANCE CERTIFICATE: Pursuant to the provisions of section 383A of the Companies Act, 1956, a certificate of compliance by a Practicing Company Secretary is annexed hereto and forms part of this report.

15. CODE OF CONDUCT: As required by clause 49 of the listing agreement, the Board of Directors have evolved a Code of Conduct for members of the Board and members of the Senior Management Team. The Code is available on the website of the Company. Affirmation of compliance with the said Code by all concerned as certified by the Chairman & Managing Director is annexed hereto and forms part of this report.

16. CEO CERTIFICATION: Pursuant to the provisions of the Clause 49 of the Listing Agreement, the CEO Certification for preparation of financial statements etc is available elsewhere in this report.

17. SEGMENT REPORTING: The Company is engaged in the Castings business only and therefore there is only one reportable segment in accordance with the Accounting Standard on Segment Reporting, AS-17.

18. COST AUDITORS: S K Rajani & Co., Cost Accountants, Bhavnagar have been reappointed as the Cost Auditors to conduct the audit of the cost accounts maintained by the Company for the financial year 2013-14.

19. AUDITORS: M/s. Sanghavi & Co., Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment. The Board of Directors recommends their reappointment as Statutory Auditors of the Company.

20. ACKNOWLEDGEMENT: Yours Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, customers, suppliers, bankers and other business associates. Your Directors gratefully acknowledge the on- going co-operation and support provided by the Central and State governments and all Regulatory Authorities like SEBI, Stock Exchange, Registrar of Companies (ROC).

Your Directors also place on record their deep sense of appreciation to all employees for the dedicated services rendered at various levels, without whose contribution your Company could not have achieved the year''s performance and we look forward to their continued support in the future as well.

For and on behalf of the Board of Directors

Bhavnagar (Chetan M. Tamboli)

May 12, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors of your Company are pleased to present the 41st Annual Report and the Audited Accounts for the financial year ended on March 31, 2012.

1. FINANCIAL RESULTS:

(Rupees in Lacs)

Sr.No. Particulars 2011-12 2010-11

1 Sales 23,730 13,326

2 Other Income 67 54

3 Total Income 23,797 13,380

4 Profit Before Depreciation & Tax (PBDT) 3,014 1,136

5 Less: Depreciation 778 513

6 Profit Before Taxation (PBT) 2,236 623

7 Less: Taxation (all Taxes) 825 190

8 Profit After Taxation (PAT) 1,411 433

9 Add: Balance brought forward from last year 150 125

10 Amount Available for Appropriation 1,561 558

Appropriations:

(a) Interim Dividend 83 -

(b) Proposed Dividend 166 76

(c) Corporate Dividend Tax 40 13

(d) General Reserve 1072 319

(e) Balance to be carried forward 200 150

Total 1561 558

2. SALIENT FEATURES OF COMPANY'S WORKING DURING THE YEAR: During the Financial Year 2011-12, the Company has scaled new heights in terms of Sales, Profits, Networth and Assets. Turnover for the year was Rs. 237.30 Crores against Rs.133.26 Crores in the previous year. Exports were higher by 123% at Rs. 105.47 Crores. Profit after tax for the year was Rs. 14.11 Crores as against Rs. 4.33 Crores.

3. EXPORTS: During the year, the Company's exports increased by 123% compared to previous Financial Year. In absolute terms, the FOB value of exports was nearly at Rs. 103.43 Crores compared to Rs. 46.10 Crores in the previous year.

4. EQUITY INFUSION THROUGH PREFERENTIAL ALLOTMENT STRENGTHENED BALANCE SHEET: Your Company issued and allotted 594,000 warrants to the Promoter Group Company on a preferential basis on 18th November, 2011, on receipt of Rs.1,60,38,000 as 25% application money. The Promoter Group further infused Rs.1,60,38,000 (being balance 75% amount payable on conversion of 198,000 warrants into equity shares on 21st March, 2012. As a result, the paid- up capital of your Company increased from Rs. 3,96,00,000 to Rs.4,15,80,000 on allotment of 198,000 equity shares.

5. DIVIDEND: Your Directors are pleased to recommend a final dividend of Rs.4 per Equity share of Rs.10/- each (i.e.40%), subject to approval of the shareholders at the ensuing Annual General Meeting. The Company had earlier distributed an Interim dividend of Rs.2 per Equity share in March 2012. The total dividend for the year ended March 31, 2012 would accordingly be Rs.6 per Equity share as against the total dividend of Rs.2 per Equity share for the year ended March 31, 2011.

6. INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.

A. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

The Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 217(1) (e) of the Companies Act, 1956, is set out in a separate statement annexed to this Report (Annexure-A) and forming part of this Report.

B. PARTICULARS OF EMPLOYEES:

As required under the provisions of Sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended, the name and other particulars of employees are set out in a separate statement annexed to this Report (Annexure-B) and forms part of this Report.

C. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

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

(iii) 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; and

(iv) the Directors have prepared the annual accounts of the Company on a 'going concern basis'.

7. QUALITY: Towards improvement in product quality, the Company has commissioned a modern Automated No-Bake Fast Loop Moulding Line for production of high quality steel castings, at very high productivity. Moreover, a well equipped in-house Research and Development centre has been established for improvement of product quality, which would match international standards.

8. INSURANCE: All assets of the Company, including Building, Plant & Machinery, Stocks etc., wherever necessary and to the extent required, have been adequately insured.

9. DIRECTORS: Mr. Rajesh R Gandhi, Mr. Apurva R Shah and Mr. Rajendra V Gandhi, Directors of the Company, retire by rotation, and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

10. HUMAN RESOURCES: Your Company believes that people are its biggest strength in line with its vision to create a world-class organization. During the year under review, your Company organised various training programmes at all level. Further, People processes such as talent/career management, productivity improvement, communication and providing quality of life to employees are constantly reviewed. Various initiatives have been taken to provide growth opportunities to employees.

11. AUDITORS' REPORT: The observations made in the Auditor's Report are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

12. CORPORATE GOVERNANCE: Your Company is committed to maintain the highest 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 with the BSE Limited, is presented in separate section and forming part of the Annual Report. Your Company's Statutory Auditors' Certificate confirming compliance with Clause 49 of the Listing Agreement is annexed to this Report as Annexure-C and forming part of the Directors' Report.

13. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT: Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the BSE Limited, is presented in separate section and forming part of the Annual Report.

14. COMPLIANCE CERTIFICATE: Pursuant to the provisions of section 383A of the Companies Act, 1956, a certificate of compliance by a Practicing Company Secretary is attached herewith forming part of this report.

15. CODE OF CONDUCT: As required by clause 49 of the listing agreement, the Board of Directors have evolved a Code of Conduct for each member of the Board and members of the Senior Management Team. The Code is available on the website of the Company. Affirmation of compliance with the said Code by all concerned as certified by the Chief Executive Officer is available elsewhere in this report.

16. CEO CERTIFICATION: Pursuant to the provisions of the clause 49 of the listing agreement, the CEO Certification for preparation of financial statements etc is available elsewhere in this report.

17. SEGMENT REPORTING: The Company is engaged in the Castings business only and therefore there is only one reportable segment in accordance with the Accounting Standard on Segment Reporting, AS-17.

18. COST AUDITORS: As directed by the Central Government and pursuant to Section 233B of the Companies Act, 1956, the Company has appointed, subject to the approval of the Central Government, M/s. S K Rajani & Co; Cost Accountants, as Cost Auditors to carry out Cost Audit of the Company for the financial year 2011-12.

19. AUDITORS: The Auditors, M/s. Sanghavi & Co., Chartered Accountants, Bhavnagar, retire and being eligible, offer themselves for reappointment. The members are requested to pass the necessary resolution in this regard.

20. ACKNOWLEDGEMENT: Yours Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, customers, suppliers, bankers and other business associates. Your Directors gratefully acknowledge the on- going co-operation and support provided by the Central and State governments and all Regulatory bodies.

Your Directors place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company. Their dedicated efforts and enthusiasm have been pivotal to your Company's growth.

For and on behalf of the Board of Directors

Bhavnagar

June 05, 2012 (Chetan M. Tamboli)

Chairman & Managing Director


Mar 31, 2011

Your Directors have pleasure in presenting the 40th Annual Report and Audited Statement of accounts of the Company for the period ended March 31, 2011.

1. FINANCIAL RESULTS:

The following are the working results: (Rupees in Lacs)

Sr. No. Particulars 2010-11 2009-10

1 Sales 13,326 9,552

2 Other Income 29 14

3 Total income 13,355 9,566

4 Profit Before Depreciation & Tax (PBDT) 1,131 905

5 Less: Depreciation 513 485

6 Profit Before Taxation (PBT) 618 420

7 Less: Taxation (all Taxes) 192 142

8 Profit After Taxation (PAT) 426 278

9 Add: Balance brought forward from last year 125 125

10 Add / (Less): Prior Period Adjustments 6 (1)

11 Less: Exceptional items

12 Amount Available for Appropriation 557 402

Appropriations:

(a) Proposed Dividend 76 54

(b) Corporate Dividend Tax 12 9

(c) General Reserve 319 214

(d) Balance to be carried forward 150 125

Total 557 402

2. SALIENT FEATURES OF COMPANYS WORKING DURING THE YEAR: During the Financial Year 2010-11, the Company witnessed substantial growth in revenue and profit after tax (PAT) by 39.61% and 55.84% respectively, arising from recovery in the world and in Indian markets.

3. EXPORTS: During the year, the Companys exports increased by over 112% compared to previous Financial Year. In absolute terms, the FOB value of exports was nearly at Rs. 46.10 Crores compared to Rs. 21.72 Crores in the previous year. Given below is summary of export revenue for the last 6 years:

Year Ended F.O.B. Value (Rs. in Lacs)

March 31, 2006 2,171.87

March 31, 2007 3,800.17 March 31, 2008 4,865.81

March 31, 2009 5,455.64

March 31, 2010 2,172.06

March 31, 2011 4,609.57

4. DIVIDEND: Your Directors recommend payment of dividend on Equity Capital @ 20% for the year ended March 31, 2011, subject to approval of shareholders at the ensuing Annual General Meeting.

5. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO: Details relating to above aspects as required by (Disclosure of Particulars in the Report of Board of Directors) Rules 1998, are annexed hereto and form part of this report.

6. DISCLOSURE CONCERNING EMPLOYEES: As required under the provisions of Sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended, the name and other particulars of employees are set out in the annexure included in this report.

7. QUALITY: Towards improvement in product quality, the Company has commissioned State-of-the- art Automated No-Bake Fast Loop Moulding Line for production of high quality steel castings, at very high productivity.

8. INSURANCE: All the properties and insurable assets of the Company, including Building, Plant & Machinery, Stocks etc., wherever necessary and to the extent required, have been adequately covered.

9. DIRECTORS: Mr. T Kumar and Mr. R V Shah retire by rotation and being eligible offer themselves for re-appointment.

10. PERSONNEL: The industrial relations during the year have been cordial and we expect to continue the same in future also.

11. AUDITORS REPORT: Concerning note no. 9(a) by Auditors in their Notes on Accounts about the delay in depositing certain PF & TDS amounts. Those happened through oversight and the same were deposited with a slight delay.

12. CORPORATE GOVERANCE: Pursuant to the clause 49 of the Listing Agreements with the Stock Exchanges, a report on Corporate Governance as well as a Management Discussion and Analysis Report of the Company is enclosed and forms a part of this report.

13. COMPLIANCE CERTIFICATE: Pursuant to the provisions of section 383A of the Companies Act, 1956, a certificate of compliance by Practicing Company Secretary is attached herewith and forms a part of this report.

14. CODE OF CONDUCT: As required by clause 49 of the listing agreement, the Board of Directors have evolved a Code of Conduct for each member of the Board and members of the Senior Management Team. The Code is available on the website of the Company. Affirmation of compliance with the said Code by all concerned as certified by the Chief Executive Officer is available elsewhere in this report.

15. CEO CERTIFICATION: Pursuant to the provisions of the clause 49 of the listing agreement, the CEO Certification for preparation of financial statements etc., is available elsewhere in this report.

16. DIRECTORS RESPONSIBILITY STATEMENT:

It is hereby confirmed that:

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

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the year under review;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for

safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. The Directors have prepared the annual accounts for the year ended March 31, 2011 on a going concern basis.

17. SEGMENT REPORTING: The Company is engaged in the Castings business only and therefore there is only one reportable segment in accordance with the Accounting Standard on Segment Reporting, AS-17.

18. AUDITORS: The Auditors, M/s. Sanghavi & Co., Chartered Accountants, Bhavnagar, retire and being eligible, offer themselves for reappointment. The members are requested to pass the necessary resolution in this regard.

19. APPRECIATION: The Directors thank the Bankers and various Departments of the Government for their co-operation, and also record their appreciation for the efforts put in by the employees.


Mar 31, 2010

The Directors have pleasure in presenting the Thirty-ninth Annual Report and Audited Statement of accounts of the Company for the period ended March 31, 2010.

1. FINANCIAL RESULTS:

The following are the working results:

(Rupees in Lacs) Sr. Particulars 2009-10 2008-09 No. 1 Sales 9,552 13,282 2 Other Income 14 1 3 Total income 9,566 13,283 4 Profit Before Depreciation & Tax (PBDT) 903 1,199 5 Less: Depreciation 485 415 6 Profit Before Taxation (PBT) 418 784 7 Less: Taxation (all Taxes) 140 271 8 Profit After Taxation (PAT) 278 513 9 Add: Balance brought forward from last year 125 - 10 Add: Prior Period Adjustments 1 1 11 Less: Exceptional items - 131 12 Amount Available for Appropriation 402 383 Appropriations: (a) Proposed Dividend 54 65 (b) Corporate Dividend Tax 9 11 (c) General Reserve 214 182 Balance to be carried forward 125 125 Total 402 383

2. SALIENT FEATURES OF COMPANYS WORKING DURING THE YEAR: During the Financial Year 2009-10, the Company witnessed reduction in revenue and Profit After Tax (PAT) by 28% and 46% respectively. The following factors have contributed to the drop in sales and PAT:

a) The severe drop in sales during the first half of 2009-10 was due to deferment or cancellation of orders from several customers in the situation of overall slowdown in global economy and higher customer rejection.

b) The spurt in the cost of inputs.

c) Exchange rate difference due to depreciation of Rupee against Euro during most part of the year resulting into higher outflow on Foreign Currency Loan repayments. Further, sudden appreciation of Rupee against Euro in the last quarter has resulted into lower sales realization.

3. EXPORTS: During the year, the Companys exports declined by more than 60% compared to previous Financial Year. In absolute terms, the FOB value of exports have been at Rs. 2,172.06 lacs compared to Rs. 5,455.64 lacs in the previous year. Given below is summary of export revenue for the last 6 years:

Year Ended F.O.B. Value (Rs. in Lacs) March 31, 2005 1,895.62 March 31, 2006 2,171.87 March 31, 2007 3,800.17 March 31, 2008 4,865.81 March 31, 2009 5,455.64 March 31, 2010 2,172.06*

* The impact of global recession was felt particularly severely by the foreign buyers and hence the severe drop in export.

Due to reduction in exports as above, the Profit After Tax of the Company has also reduced substantially.

4. DIVIDEND: In view of the lower profitability of the Company, your Directors recommend payment of dividend on Equity Capital @ 15% for the year ended March 31, 2010, subject to approval of shareholders at the ensuing Annual General Meeting.

5. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO: Details relating to above aspects as required by (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, are annexed hereto and form part of this report.

6. DISCLOSURE CONCERNING EMPLOYEES: As required under the provisions of Sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended, the name and other particulars of employees are set out in the annexure included in this report.

7. QUALITY: In light of the quality problems faced in our products at customers end, we have further tightened our internal acceptance standards in all areas of operations and regular review of the same is also done constantly. Further, the company is going to incur major capital expenditure in the Financial Year 2010-11 towards introduction of Automated No-Bake Moulding Loop of producing steel castings which is world over acknowledged and recognized for the production of high quality steel castings. The transition to this technology, once implemented will give better results in terms of further improvements in the quality of the steel castings produced as well as better operating efficiencies in the company.

8. INSURANCE: All the properties and insurable assets of the Company, including Building, Plant & Machinery, Stocks etc., wherever necessary and to the extent required, have been adequately covered.

9. DIRECTORS: Mr. C M Tamboli and Mr. V B Buch retire by rotation and being eligible offer themselves for re-election.

10. PERSONNEL: The industrial relations during the year have been cordial and we expect to continue the same in future also.

11. AUDITORS REPORT: The Notes contained in the Auditors Report being self-explanatory do not require additional comment.

12. CORPORATE GOVERANCE: Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, a report on Corporate Governance as well as a Management Discussion and Analysis Report of the Company are enclosed and form part of this report.

13. COMPLIANCE CERTIFICATE: Pursuant to the provisions of section 383A of the Companies Act, 1956, a certificate of compliance by a Practicing Company Secretary is attached herewith and forms part of this report.

14. CODE OF CONDUCT: As required by clause 49 of the listing agreement, the Board of Directors have evolved a Code of Conduct for each member of the Board and members of the Senior Management Team. The Code is available on the website of the Company. Affirmation of compliance with the said Code by the Chief Executive Officer is available elsewhere in this report.

15. CEO CERTIFICATION: Pursuant to the provisions of the clause 49 of the listing agreement, the CEO Certification is available elsewhere in this report.

16. DIRECTORS RESPONSIBILITY STATEMENT:

It is hereby confirmed that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the year under review;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts for the year ended March 31, 2010 on a going concern basis.

17. SEGMENT REPORTING: The Company is engaged in the Castings business only and therefore there is only one reportable segment in accordance with the Accounting Standard on Segment Reporting, AS-17.

18. AUDITORS: The Auditors, M/s. Sanghavi & Co., Chartered Accountants, Bhavnagar, retire and being eligible, offer themselves for re-appointment. The members are requested to pass the necessary resolution in this regard.

19. APPRECIATION: The Directors thank the Bankers and various Departments of the Government for their co-operation and also record their appreciation for the efforts put in by the employees.

Registered Office: ON BEHALF OF THE BOARD OF DIRECTORS Ruvapari Road, Bhavnagar, Gujarat 364 005 Date: 20.4.2010 (T. Kumar) CHAIRMAN

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