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Directors Report of Supremex Shine Steels Ltd.

Mar 31, 2016

REPORT OF THE DIRECTORS TO THE MEMBERS OF THE COMPANY

Your Directors are pleased to presenting 05th Annual Report of your Company comprising the Audited Financial statements for the year ended on the 31" March, 2016.

FINANCIAL RESULTS :

S. No.

Particulars

Current Year ended 31“ March, 2016

Previous Year ended 31st March, 2015

1.

Total Revenue (Net)

914,991

6,031,885

2.

Profit before Depreciation & Amortization Expenses, Finance Cost and Tax

169,079

198,709

3.

Less : Depreciation & Amortization Expenses

148,790

1,48,790

4.

Finance Cost

-

-

5.

Profit before Tax

20,289

49,919

6.

Less : Proviosion for Tax

6,500

16,000

7.

Profit after Tax

13,789

33,919

8.

Balance of Profit as per last Balance Sheet

114,560

80,642

9.

Less: Depreciation difference

-

-

10.

Previous Year Adjustments

-

-

11.

Balance Available for Appropriation

128,349

114,560

12.

Rate of Proposed / paid Dividend

-

-

13.

Proposed / paid Dividend

-

-

14.

Tax on Dividend

-

-

15.

Transfer to General Reserve

-

-

16.

Balance of Profit carried to Balance Sheet

128,349

114,560

REVIEW OF OPERATIONS:

During the year under review, the Company has registered an income of Rs. 914,991(previousyear Rs. 6,031,885) and Net Profit after Tax of Rs. 13,789 (previous year Rs. 33,919). The Company continued to operate in the Business of trading in Steels & Shares and there was no change in business activities. No material changes or commitments affecting thefinancial position of the Company occurred between end of thefinancialyearand the date of this report.

DIVIDEND:

The Board has not recommended any final dividend for Financial Year 2015-16 in view of the current market outlook; and in order to preserve cash.

TRANSFER TO GENERAL RESERVE:

In view of the exceptional circumstances during the year 2015-16, and the good reserves position, no amount has been transferred to reserves.

MANAGEMENTDISCUSSIONSANDANALYSIS:

Pursuant to Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management''s Discussion and Analysis forms an integral part of this report and gives detail of the overview, industry structure and developments, different product groups of the Company, operational performance of its various business segments.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS''RESPONSIBILITYSTATEMENT:

The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31" March, 2016 and state that:

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

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

d. the directors have prepared the annual accounts on a going concern basis;

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

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

CORPORATE GOVERNANCE REPORT:

As per the provisions of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance as specified in Regulations 17,18,19,20, 21,22,23,24,25,26,27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to a listed entity having paid up Share Capital not exceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty Five Crores, as on the lastday of the previous financial year.

As on the last day of the previous financial year, the paid up Share Capital and Net worth of the Company was below the threshold limits stated above, thereby presently the Company is not required to comply with the above provisions of Corporate Governance. Accordingly, the Report on Corporate Governance and Certificate regarding compliance of conditions of Corporate Governance are not made a part of the Annual Report.

ENERGYCONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING/OUTGO:

Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are stated below: Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014,details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are asfollows:

A. Conservation ofEnergy

a. Steps taken or impacton conservation of energy- The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-dayactivities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessityarises.

B. TechnologyAbsorption

a. The efforts made towards technology absorption-The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) — NotApplicable

C. The Particulars of Foreign Exchange and Outgofortheyear under review are asfollow

(Rs. in Lacs)

Particulars

Year ended 31st March, 2016

Year ended 31st March, 2015

Foreign exchange earning

Nil

Nil

Foreign exchange earning

Nil

Nil

PARTICULARS OF EMPLOYEESAND RELATED DISCLOSURES:

There were no employees drawing more than aggregate remuneration as specified under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Details of remuneration paid to all the Directors and Key Managerial Personnel''s are provided in the “Extract of Annual Return” forming part of Directors report.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required by Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow Statement is appended. As the Company does not have any subsidiaries, it is not required to publish Consolidated Financials Statement.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of the independence as prescribed both under section 149(6) of the Companies Act, 2013 and under Regulation 16 (1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Vipul Modi, Director of the Company retires by rotation at the forthcoming Annual General Meeting in accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company and being eligible, offers himself for reappointment.

The Board of Directors of the Company in their meeting held 11th February, 2016 has appointed Mrs. Leena Modi as Managing director of the Company for term of 05 Years subject to approval of shareholders atensuing Annual General Meeting.

As stipulated under the Regulation 36 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, brief resume of the Directors proposed to be appointed/re-appointed are given in the Notice convening 05thAnnual General Meeting.

DISCLOSURES RELATED TO BOARD, COMMITTEESAND POLICIES: a. Board Meetings:

During the year under review, 4 (Four) Board Meetings were convened and held on 30th May, 2015, 12th August, 2015, 07th November, 2015 and 11th February, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Name of Director

Category

Meetings held during Year

Meetings

Attended

Mr. Siddharth P. Shah

Independent Director

4

4

Mr. Venkateswara Rao

Independent Director

4

4

Mr. Vipul Modi

Non-Executive Director

4

4

Mrs. Leena Modi

Managing Director (w.e.f 11/02/2016)

4

4

b. Board Performance Evaluation:

(I) The Company has devised criteria for performance evaluation of Independent Directors, Board/Committees, and other individual Directors which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. Performance evaluation has been carried out as per the “Policy on Criteria for performance appraisal/ evaluation process of Independent Directors and Board”.

At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board/ Committees were discussed in detail. A structured questionnaire each for evaluation was prepared and recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.

Aseparate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as level of engagement and contribution, qualifications, knowledge, skills and experience in the respective fields, honesty, integrity, ethical behaviour and leadership, Independence of judgment, safeguarding the interest of the Company attending the meetings regularly, understanding the business, regulatory, competitive and social environment, understanding strategic issues and challenges, bringing outside information and perspective to Board for deliberations and implications of Board decisions etc.

The performance evaluation of the Independent Directors was also carried by the entire Board. The performance evaluation of the Chairman, Managing Director & Executive Directors was carried out by the independent Directors at its

separate meeting held on 11th February, 2016. The Directors expressed their satisfaction with the evaluation process.

(ii) The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Nomination & Remuneration policy and Policy on fixation of criteria for selection & appointment of Directors & Senior Management Personnel. The Nomination & Remuneration Policy is annexed herewith as “Annexure I” to this Report.

c. Directors Training and Familiarization:

The Directors are regularly informed during meetings of the Board and Committees of the activities of the Company, its operations and issues facing in business of offering advisory services on several financial and corporate cases. Considering the long association of the Directors with the Company and their seniority and expertise in their respective areas of specialisation and knowledge of the Company''s activities, their training and familiarization were not considered necessary and accordingly no such programmes were conducted. The Board has framed a Familiarization Programme for Independent Directors to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes.

STATUTORYAUDITORS:

M/s J. B. Dudhela & Co., Chartered Accountants, Mumbai (FRN: 102777W)), were appointed as Statutory Auditors of the Company for a term of 04 (Four) years from the conclusion of the 04thAnnual General Meeting held on 21s September, 2015 till the conclusion of the 08th Annual General Meeting, subject to ratification by Members at every subsequent Annual General Meeting.

The consent from the existing members of the Company at the ensuing Annual General Meeting is sought by passing of an Ordinary Resolution included in AGM Notice for the Ratification of appointment of M/s J. B. Dudhela & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company who shall hold the office up to the conclusion of 06thAnnual General Meeting.

Further, they have, under Section 139(1) of the Act and the Rules framed there under furnished a certificate of their eligibility and consentforappointment.

AUDITORS''REPORT:

Note on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark

INTERNAL AUDIT:

Pursuant to Provision of Section 138 of Companies Act, 2013, read with Companies (Accounts) Rules, 2014, the Board of Directors on recommendation of Audit Committee has re-appointed M/s. I. P. Mehta and Company, Chartered Accountants, in their meeting held on 23rd May, 2016, as an Internal Auditor of Company. Internal Auditor submits his reports on quarterly basis to the Audit Committee.

Based on the report of internal audit function undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

SECRETARIALAUDIT REPORT FORTHE PERIOD ENDED31ST MARCH, 2016:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/sSRM &Co., Company Secretaries (C.P No. 9928), to conduct Secretarial Auditfortheyearended on 31st March, 2016.

Secretarial Audit Report issued by M/s SRM & Co., Company Secretaries in Form MR-3 is annexed herewith as Annexure II to this report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BYTHE SECRETARIALAUDITORS:

The qualification given under the Secretarial audit report is about the Non Appointment of Key Managerial Personnel under section 203 of Companies Act, 2013 read with applicable rules during the Audit period (01st April 2015-31st March, 2016). The Board in their meeting held on 11thFebruary, 2016 has appointed Mrs. Leena Modi as Managing director of the Company subject to approval of members at ensuing Annual General Meeting. With respect to appointment of Company Secretary and Chief Financial Officer, the Board is still looking for competent individuals to hold on the office of Company Secretary and Chief Financial Officer

INTERNAL FINANCIAL CONTROLS:

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure

proper recording of financial and operational information & compliance of various internal controls & other regulatory &statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Companyfor inefficiency or inadequacy of such controls.

Internal Auditors'' comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. Based on their report of Internal Auditfunction, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations &corrective action suggested are presented to the Audit Committee.

AUDITCOMMITTEE:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of:

Name of Director

Category

Meetings held during Year

Meetings

Attended

Mr. Siddharth P. Shah-Chairman

Independent Director

4

4

Mr. Venkateswara Rao

Independent Director

4

4

Mr. Vipul Modi

Non-Executive Director

4

4

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

The Broad terms of reference of Audit Committee are asfollows:

• Review the Financial Statements before submission to the Board;

• To insure the objectivity, credibility and correctness of the Company''s financial reporting and disclosure processes;

• Review of policies and framework related to risk management, internal control and governance processes;

• Recommendation for appointment, remuneration and terms of appointment of auditors;

• Matter to be included in the Director''s Responsibility Statement;

• Changes, if any, in the accounting policies;

• Major accounting estimates and significant adjustments in financial statement;

• Compliance with listing and other legal requirements concerning financial statements;

• Interaction with statutoryand internal auditors

• Recommendation for appointment, remuneration and terms of appointment of auditors.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report. There has also been no change in the nature of business of the Company.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As the Company is not having net worth of rupees five hundred Crores or more, or turnover of rupees one thousand Crores or more or a net profit of rupees five Crores or more during any financial year, the Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of the CSR Committee and undertaking of Social Expenditure as required under the said Section.

SUBSIDIARIES, ASSOCIATE COMPANIESAND JOINTVENTURES:

As Company does not have any subsidiaries or joint ventures or Associates Companies, it is not required to give disclosure in FormAOC-1 Pursuantto first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All Contracts/ arrangements/ transactions entered by the company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Companyon materiality of related party transaction.

During the year ended on 31st March, 2016, there were no transactions with related parties which qualify as material transactions. The details of the related party transactions as required underAccounting Standard-18 are setout in Note 17.17 to the standalone

PARTICULARSOF LOANS, GUARANTEES, INVESTMENTS ANDSECURITIES:

Details of loans, directly or indirectly or guarantees or security given by Company or investments made by the Company during theyearunderrevieware given in the notes to financial statements.

VIGILMECHANISM/WHISTLE BLOWER POLICYFORTHEDIRECTORS AND EMPLOYEES:

In accordance with Section 177 of the Companies Act, 2013, the Company has adopted “Vigil Mechanism/Whistle Blower Policy” for Directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

RISK MANAGEMENT POLICY:

Your Company has an elaborated Risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entity''s objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements, viz. (1) RiskAssessment; (2) Risk Management; (3) Risk Monitoring.

Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risk that the organisation faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems.

EXTRACT OF ANNUAL RETURN:

As required by Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure -III to this report.

GENERALDISCLOSURE:

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

1. Details relating to deposits covered under ChapterV of the Act.

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

3. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

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

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

ACKNOWLEDGEMENT:

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, clients, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For & on behalf of the Board of Directors ICVL Steels Limited

Vipul Modi Leena Modi

Place : Mthumbai Director Managing Director

Date: 04 August, 2016 DIN: 00796116 DIN: 00796382


Mar 31, 2015

Dear Members,

The Directors feel great pleasure in presenting 04-Annual Report of your Company comprising the Audited Financial Statements for the year ended March 31,2015.

1. FINANCIAL HIGHLIGHTS:

(In rupees)

S.No Particulars Current Year Previous ended on Year ended 31st March, 31st March 2015 2014

1 Total Receipt/Revenue 6,031,885 24,254,374

2. Profit/(Loss) before depreciation 198,709 295,580

3. Depreciation 148,790 148,790

4. Profit/(loss) before Tax 49,919 146,790

5. Less: Provision for Tax 16,000 44,480

6. Profit after tax 33,919 102,310

7. Balance of Profit as per last 80,642 (21,668) Balance Sheet

8. Balance carried to the Balance 114,560 80,642 Sheet

2. RESULTS OF OPERATIONS AND STATE OF THE COMPANY'S AFFAIRS:

* Revenue from operations decreased by 75.13% to Rs.6,031,885.

* PBDIT decreased by 32.77% to Rs. 198,709.

* Profit before tax decreased by 65.99% to Rs. 49,919.

* Net Profit decreased by 66.85% to Rs. 33,919.

* No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

3. DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2014-15.

4. SHARE CAPITAL OF THE COMPANY:

There were no changes in the share capital of the Company. The Authorised capital of the company is Rs. 35,000,000(Rupees Three Crore Fifty Lacs) and the paid up capital of the company is Rs. 31,540,000 (Rupees Three Crore Fifteen Lacs Forty Thousand)divided into 31,540,000 (Three Crore Fifteen Lacs Forty Thousand) equity shares of Re.1 each. The company has neither issued shares with differential voting rights nor has granted any stock options or sweat equity As on March 31,2015, none of the Directors of the company hold instruments convertible into equity shares of the company.

5. DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Venkateswara Suram Rao, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchanges.

As stipulated under the Clause 49 of the Listing Agreement with BSE Limited, brief resume of the Directors proposed to be appointed/re-appointed are given in the Notice convening Annual General Meeting.

6. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

7. EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure 1.

8. LISTING OF SHARES ON BOMBAY STOCK EXCHANGE LIMITED:

The Equity shares of the Company are listed on Bombay Stock Exchange Ltd (BSE) and admitted for trading w.e.f. 08- November, 2012.

9. MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors of the Company. Usually, meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board / Committee meetings is circulated 7 day prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met FIVE times during year the details of which are given in the Corporate Governance Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013 state that:

a. in the 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 that period;

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

d. the directors have prepared the annual accounts on a going concern basis;

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

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

11. NOMINATION & 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 Remuneration Policy is stated in the Corporate Governance Report.

12. REMARKS ON QUALIFICATION BY SECRETARIAL AUDITOR

The qualifications given under the Secretarial audit report are about the Non Appointment of Whole time Director/ Managing Director, Company Secretary and Chief Financial Officer under section 203 of Companies Act, 2013 read with applicable rules and Non Appointment of Internal Auditor of the Company under section 138 of Companies Act, 2013 read with applicable rules during the Audit period (01st April 2014-31st March, 2015). The Board in their meeting held on 30th May, 2015 has already appointed M/s. I. P. Mehta and Company, Chartered Accountants as an Internal Auditor of the Company for Financial year 2015-16. With respect to appointment of Whole time Director/ Managing Director, cognizance must be had to the nature and volume of business of the company, however, the company is making all efforts now to engage a whole time director. Regarding Company Secretary and Chief Financial Officer, the Board is still looking for competent individuals and shall soon place them in office.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to Note 17.15 and Note 17.16 to the financial statement which sets out related party disclosures.

14. PARTICULARSOFLOANS,GUARANTEES ORINVESTMENTSUNDERSECTION186:

The details of loans, guarantee or investment under Section 186 of the Companies Act, 2013 is given under Notes to Accounts of financial statements.

15. ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

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 the evaluation of the working of its Audit, Nomination & Remuneration Committees. The Board has devised questionnaire to evaluate the performances of each of executive and non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS AT US AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant or material order was passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company's operations in future.

17. AUDIT COMMITTEE AND ITS COMPOSITION

The composition of the Audit Committee is as under and the same has been given in Corporate Governance Report as required under Clause 49 of the Listing Agreement, which is annexed to this report.

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control and financial reporting process.

As on March 31,2015, the Audit Committee comprised of Mr. Siddharth P. Shah (Independent Director), Mr. S. V. Rao (Independent Director), and Mr. Vipul Modi (Non-Executive Director).

Mr. Siddharth P. Shah is the Chairman of Audit Committee of the Company.

18. WHISTLE BLOWER POLICY:

The Company has a vigil mechanism/whistle blower Policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil mechanism Policy is explained in the Corporate Governance Report. We affirm that during the financial year 2014-15, no employee or director was denied access to the Audit Committee.

19. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. SRM and Co., Practicing Company Secretary is annexed and forming part of this report.

20. INTERNAL AUDIT:

The Board of Directors has appointed M/s. I. P. Mehta and Co., Chartered Accountants, in their meeting held on 30- May, 2015, as its Internal Auditor. Internal Auditor has given their reports on quarterly basis to the Audit Committee.

Based on the report of internal audit function undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

21. INTERNAL FINANCIAL CONTROL:

The Audit Committee evaluates the efficacy and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standard in Internal Financial Control.

22. CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchange, the following have been made a part of the Annual Report and are attached to this report:

* Management Discussion and Analysis Report

* Corporate Governance Report

* Auditors'Certificate regarding compliance of conditions of Corporate Governance

23. RISK MANAGEMENT

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

24. COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted all of its Committees. There are currently five Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

4. Independent Directors Committee

5. Risk Management Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Reporton Corporate Governance", a part of this Annual Report.

25. PARTICULARS OF REMUNERATION:

There were no employees drawing more than aggregate remuneration as specified under Section 197 of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975, as amended. Detail of remuneration paid to all the directors are provided in the "Report on Corporate Governance", a part of this Annual Report.

26. AUDITORS AND AUDITORS REPORT:

M/sJ. B. Dudhela &Co., Chartered Accountants, Mumbai the Statutory Auditors of your Company hold office as such upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013.

Your Directors recommend the re-appointment of M/s. J. B. Dudhela & Co., Chartered Accountants, Mumbai, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of Ninth Annual General Meeting of the Company

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

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

The Company did not have any activity related to conservation of energy, technology absorption. There were neither a foreign exchange earnings nor outgo during the year under review within the provisions of section 134(3)(m) of Companies act, 2013.

28. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVE:

The Provisions of Corporate Social Responsibility are not applicable to the Company.

29. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has constituted an Internal Compliant Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

30. ACKNOWLEDGMENT:

Your Directors wish to place on record their gratitude for the continued co-operation and patronage extended by the esteemed customers. The Directors would also like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance extended during the year under report by our bankers, customers, suppliers and Government agencies. The Board of Directors wishes to express its appreciation for the valuable contribution made by the employees at all levels during the year under report.

For & on behalf of the Board of Directors

Sd/- Sd/- Place: Mumbai Vipul Modi Leena Modi Date:12 August2015 Director Director


Mar 31, 2014

The Shareholders,

ICVL Steels Limited.

The Directors are pleased to present their 3rd Annual Report together with audited account statement for the year ended on the 31st March, 2014.

1. BUSINESS ACTIVITY:

The Company''s financial result for the year ended on the 31st March, 2014 is as under: Current Year Previous Year Partlculars (inRs.) (inRs.)

Total Receipt 2,42,54,374 3,25,70,739

Profit/(Loss) before Depreciation 2,95,580 1,88,060

Depreciation 1,48,790 1,48,790

Profit/(Loss) Before Tax 1,46,790 39,270

a. Provision for Income Tax 37,000 7,480

b. Deferred Tax Assets/Liabilities/MAT Credit 7,480 (7,480)

c. Fringe Benefit Tax

Profit /(Loss) aftertax 1,02,310 39,270

Profit/(Loss) brought forward from (21,668) (60,938)

Balance carried to the Balance Sheet 80,642 (21,668)

2. DIVIDEND:

Your directors do not recommend any dividend for the financial year 2013-14.

3. OPERATIONS:

During the year under review, your company has recorded total income of Rs. 2,42,54,374/- showing a decrease as compared to last year, despite that company recorded a profit of Rs.1,02,310/-. The detailed information on all business activities of the company is provided in the Management Discussion and Analysis Report.

4. AUDITORSANDTHEIRREPORT

M/s J. B. Dudhela& Co., Chartered Accountants, the auditors of the company are retiring at the conclusion of the ensuing Annual General Meeting of the company and being eligible offer themselves for reappointment as Auditors. The Company has received certificate to the effect that their appointment, if made, would be within the limit prescribed under Section 141 (3) of the CompaniesAct, 2013.

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

5. PARTICULARS OF EMPLOYEES

During the year under review, the Company did not have any employee attracting provisions of Section 134 (3)(e) of the CompaniesAct, 2013.

6. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:

The Company did not have any activity related to conservation of energy, technology absorption. There was neither a foreign exchange earnings nor outgo during the year under review within the provisions of section 134(3)(m) of Companies act, 2013.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

8. CORPORATE GOVERNANCE REPORT:

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

9. INVESTOR RELATIONS:

Your company continues to provide prompt investor service through quick resolution of investor grievances. Your company has designated an exclusive email id viz. secretarial@intellivatecapital.com. to enable the investors to post theirgrievances and the company to monitor its redressal. The company is also registered at the SCORES website of SEBI, where we take regularupdateson any grievance posted. which so farhas been NIL. The company has paid Annual Listing fees to the Stock Exchangeforthefinancial year 2013-14.

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

10. FIXEDDEPOSITS:

Your Company has not accepted any public deposits within the meaning of the provisions of Section 73(1) of the Act read with the Companies Act (Acceptance of Deposits) Rules. 1975. Therefore. no amount on account of principal or interest on Public Depositswas outstanding as on the Date of the Balance Sheet.

11. DIRECTORS:

The Board has two Independent Directors and two Executive Directors. In accordance with the provisions of the Act and the Articles of Association of the Company. Mrs. Leena Modi retires by rotation at the forthcoming Annual General Meeting and being eligible off herselffor re-appointment. The Board commends re-appointmentof Mrs. Leena Modi.

12. COMPLIANCECERTIFICATE

The Compliance Certificate under Rule 3 of the Companies (Compliance Certificate) Rules. 2001 is issued by SRM & Co.. Practicing Company Secretary and forms part of this Report..

13. INDUSTRIALRELATIONS

The relations between the Employees and the Management have remained cordial.

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under the provisions of section 134(5). of the Companies Act. 2013. your Directors state that:

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

2. They had selected such accounting policies and applied them constantly and made judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and that of profit of the companyfor that period.

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

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

15. JOINTVENTUREAND SUBSIDIARIES

During the year under review. there was no joint venture or subsidiaries being formed and hence no reporting under the provisions of Section 129 of the Companies Act. 2013. (the Accounts and other information of the subsidiaries) is not required.

16. ACKNOWLEDGEMENT:

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

For & on behalf of the Board of Directors ICVL Steels Limited

Sd/- sd/- Place: Mumbai Vipul Modi Leena Modi Date:13 August2014 Director Director


Mar 31, 2013

To The Shareholders; ICVL Steels Limited

The Directors are pleased to present their 21st Annual Report together with audited account statement for the year ended on the 31st March, 2013.

1.BUSINESS ACTIVITY:

The Company''s financial result for the year ended on the 3liT March, 2013 are as under

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

i) Total Receipts 32570739 118621385

ii) Profit/(Loi5) before Depreciation 188060 12422

iii) Depredation 148790 73360

iv) Profit/(loss) before Tax 39270 (60938)

a. Provision for Income Tax 7480 -

b. Deferred Tax Assets/ Liabilities/MAT Credit (-7480)

c. Fringe Benefit Tax 39270 (60938)

vi) Profit/(Loss) after tax 39270 (60938)

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

viii) Balance carried to the Balance Sheet | 39270 (60938)

2. DIVIDEND:

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

3. OPERATIONS:

During the year under review, your company has recorded total income of Rs. 32570739/- showing an increase as compared to Last year, and recorded a profit oTRs.39270A. The detailed Information on all business activities of the company Is provided in the Management Discussion and Analysis Report-

4. AUDITORS AND THEIR REPORT

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

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

4. PARTICULARS OF EMPLOYEES

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

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

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

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report is prepared In accordance with the requirements of Clause V) of the Listing Agreement entered into with the Stock Exchanges, and forms part of this Annual Report

7. CORPORATE GOVERNANCE REPORT:

Corporate Governance Report along with the Auditor''s Certificate confirming Compliance with the conditions of Corporate Governance form1; part of this report

8. INVESTOR RELATIONS:

Your company continues to provide prompt Investor service through quick resolution of investor grievances. Your company has designated an exclusive email Id viz. secretarial
The members arc requested to refer to General Shareholder''s Information given in Corporate Governance Report appended to this Repurt-

9. FIXED DEPOSITS:

Your Company has not accepted any public deposits within the meaning of the provisions of Section S8A of the Act read with the Companies Act (Acceptance of Deposits) Rules, 1975. Therefore, no amount on account of principal or interest on Public Deposits was outstanding as on the Date of the Balance Sheet

10. PERSONNEL

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

11. DIRECTORS:

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

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

12. COMPLIANCE CERTIFICATE

The Compliance Certificate under section 383A of the Act, and Rule 3 of the Companies (Compliance Certificate) Rules, 2001 is issued by SRM & Co., Practicing Company Secretary and forms part of this Report-

13- DIRECTORS'' RESPONSIBILITY STATEMENT:

Your directors state that:

1, in preparation of Annual Accounts the applicable accounting standards have bt*n fallowed aiongwith proper explanation relating to material departure therefrom.

2. they hod selected such amounting policies and applied them constantly and made judgments and estimates thai ate reasonable and prudent so as to give a true and fair view ol the state of affairs of the company at the end e-f the financial year and that uf profit of the company for that period.

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

4. they have prepared ihe an ntta I -iccouMs of tbe company on a going concern basis,

14. ACKNOWLEDGEMENT:

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



For & on behalf of the Board of Directors



Sd/- Sd/-

Place :Mumbai Vipul Modi leena Modi Date: 24/05/Z013 Director Director

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