Directors Report of IMEC Services Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 37^th Annual Report on business and operations along
with the Audited Financial Statements of the Company for the year ended March 31, 2025.

1. FINANCIAL PERFORMANCE AND STATE OF COMPANY’S AFFAIRS:

Particulars	Standalone
	31.03.2025	31.03.2024
Revenue from Operations & Other Income	2875.14	644.50
Earning before finance cost and depreciation	2545.61	6.63
Depreciation and Financial Charges	3.66	3.38
Profit/(Loss)before exceptional items & Tax	2541.95	3.25
Exceptional items	-	-
Profit/(Loss) before Tax	2541.95	3.25
Current Tax	-	-
Deferred Tax	0.04	-
Income tax for earlier year	-	-
Profit/(Loss) After Tax	2541.91	3.25
Other Comprehensive Income/(Loss)	0.18	(0.23)
Total Comprehensive Income/(Loss)	2542.09	3.02
Earning per equity share Basic	133.78	0.17
Diluted	133.78	0.17

The Company is engaged in providing management and consultancy services and also in the business
of trading of all kinds of goods including agricultural products, metal & metal alloys etc. The
Company’s total turnover (including other income) on standalone basis stood at Rs. 2875.14 lakhs for

the year ended March 31, 2025 as compared to Rs. 644.50 Lakhs in the previous year. The Company
reported Comprehensive Profit of Rs.2542.09 Lakhs as compared to profit of Rs. 3.02 Lakhs in the
previous year on standalone basis. The Company’s net profit on standalone basis stood at Rs. 2541.91
lakhs for the year ended March 31, 2025 as compared to Rs. 3.25 Lakhs in the previous year.

2. DIVIDEND:

In view of the planned business growth, Board of Directors deem it proper to preserve the resources of
the Company for its activities and therefore, Board of Directors does not recommend any dividend for
the financial year ended March 31, 2025.

3. AMOUNT TRANSFERRED TO GENERAL RESERVES:

During the year under review, no fund has been transferred to reserve of the Company.

4. DEPOSITS:

During the year under review, your company has not accepted any Deposits from public, in accordance
with the Provisions of Section 73 and 74 of the Companies Act, 2013 (“the Act”) and the Rules framed
thereunder.

5. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, based on the financials of the Company, CSR provisions have become
applicable for the financial year 2024-25. Accordingly, the Board is required to take note of the
applicability, acknowledge its obligations, and approve a formal CSR Policy that outlines the
Company’s CSR objectives, guiding principles, and implementation mechanisms.

Furthermore, pursuant to the provisions of Section 135(9) of the Companies Act, 2013, where the
amount to be spent by a company on Corporate Social Responsibility (CSR) activities under Section
135(5) does not exceed ?50 lakhs, the requirement under sub-section (1) of Section 135 to constitute a
Corporate Social Responsibility Committee shall not apply, and the functions of such Committee shall,
in such cases, be discharged by the Board of Directors of the company.

Annual Report on Corporate Social Responsibility (“CSR”) activities for the F.Y. 2024-25 is not
applicable to the Company and will be applicable in the ensuing Financial Year.

The CSR Policy indicating the activities to be undertaken by the Company is annexed herewith as
Annexure- C.

6. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANY:

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the
statement containing salient features of the Financial Statement of the Company''s subsidiary is not
applicable to the Company. The Company has no joint venture or associate company.

Further, pursuant to the provisions of Section 136 of the Act, the Financial Statements of the
Company, along with relevant documents, are available on the website of the Company viz.
www.imecservices.in.

None of the companies have become/ceased to be subsidiary (ies), joint ventures or associate
companies of the company during the reporting year. However, upon receipt of the of the Order of the
NCLT and implementation of the Resolution Plan by the Resolution Applicant, LGB Steel Private

Limited (Formerly known as RSAL Steel Private Limited) has ceased to be the Subsidiary of IMEC
Services Limited and the Company shall not have any control over the affairs/management of LGB
Steel Private Limited (Formerly known as RSAL Steel Private Limited).

7. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARDS’ REPORT AND END
OF FINANCIAL YEAR:

Upon receipt of the of the Order of the NCLT and implementation of the Resolution Plan by the
Resolution Applicant, LGB Steel Private Limited (Formerly known as RSAL Steel Private Limited)
has ceased to be the Subsidiary of IMEC Services Limited and the Company shall not have any
control over the affairs/management of LGB Steel Private Limited (Formerly known as RSAL Steel
Private Limited).

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

Conservation of Energy and Technology Absorption

Considering the nature of our activities, as stated under Section 134(3)(m) of the Act, in conjunction
with Rule 8(3) of the Companies (Accounts) Rules, 2014, the concept of technology absorption and
conservation does not apply to our Company. Our primary focus lies in mitigating climate change and
promoting sustainable practices rather than technology absorption.

Foreign exchange earnings and outgo

During the year under review, the company has not been engaged in or has not made any foreign
collaboration or has not exported or imported any goods or services, hence made no Foreign
Exchange Earnings or Outgo.

9. BUSINESS RISK MANAGEMENT:

Pursuant to Section 134(3)(n) of the Act and Regulation 21 of the Listing Regulations, related to Risk
Management Policy for assessment of risk and determining the responses to those risks so as to
minimize their adverse impact on the organization is not applicable on the Company.

10. DETAILS OF DIRECTORS & KEY MANAGERIAL PERSONNEL
APPOINTED/RESIGNED DURING THE FINANCIAL YEAR:

A. DIRECTORS:

The composition of Board of Directors is in conformity with the applicable provisions of the Act and
Listing Regulations.

As on March 31, 2025 the Board of Directors of the Company consists of Ms. Kamna Talreja - (DIN:
10874332) as a Woman Independent Director (Non-Executive), Mr. Negendra Singh (DIN: 07756704)
as an Independent Director (Non-Executive) and Mr. Rajesh Soni (DIN: 00574384) as a Non¬
Executive Director.

As per the Provision of section 152 (6) of the Companies Act, 2013, the Board of Directors has
recommended to the Members to re-appoint Mr. Rajesh Soni as the Director of the company who shall
be liable to retire by rotation at the ensuing Annual General Meeting of the Company.

During the year under review, Ms. Swati Kushwah (DIN: 08494474) has tendered his resignation with
effect from February 11, 2025 as an Independent Director of the Company due to health reason and
there are no material reasons for the resignation other than the one mentioned in the resignation letter.
Furthermore, the Board appointed Ms. Kamna Talreja (DIN:10874332) as an Additional Director
designated as Independent Director of the Company for a period of five (5) years with effect from
March 11, 2025, subject to the approval of the members of the Company in the ensuing AGM of the
Company.

In compliance with Regulation 36(3) of the Listing Regulations, brief resume, expertise and other
details of the Director proposed to be appointed is given in the Notice convening the ensuing Annual
General Meeting.

B. KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company as
on date are Mr. Abhishek Saxena- Chief Financial Officer and Mr. Adnan Kanchwala- Company
Secretary and Compliance Officer appointed with effect from May 30, 2024.

11. PERFORMANCE EVALUATION OF THE BOARD:

As per Regulation 17(10) of SEBI (LODR) Regulations, 2015, The evaluation of Independent
directors shall be done by the entire board of directors. The current composition of the Board of the
Company comprises of two Independent directors and only one non-executive director. Hence, to
evaluate the performance of independent directors at a meeting there should be at least two member
quorum consisting of two non-executive directors has to be available as per Regulation 17(10) of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, therefore proper meeting could not be conducted for such evaluation. The
Company is in process to appoint suitable candidates for the Position of Directorship in order to avoid
non-compliance by the Company.

12. MEETING OF THE BOARD:

The Board of Directors met 5 (five) times during the financial year ended March 31, 2025 in
accordance with the provisions of the Act and rules made thereunder. The Details of the meetings held
are provided in the Report of the Directors on Corporate Governance, which forms part of this report.

The details of composition of the Board of Directors and its Committees are given in the Corporate
Governance Report which forms part of this report.

13. STATUTORY COMMITTEES OF THE BOARD

Your Company has duly constituted the Committees required under the Act read with applicable
Rules made thereunder and Listing Regulations.

Audit Committee

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the
Act and Regulation 18 of Listing Regulations, comprises of Mr. Negendra Singh (DIN: 07756704)
(Chairman), Ms. Kamna Talreja (DIN:10874332) and Mr. Rajesh Soni (DIN: 00574384) as its
members. Majority of the members including Chairman of Audit Committee are an Independent
Directors. All the recommendations made by the Audit Committee were accepted by the Board of
Directors.

The Audit Committee met 5 (five) times during the financial year ended March 31, 2025. The Details
of the meetings held are provided in the Report of the Directors on Corporate Governance, which
forms part of this report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions
of Section 178 of the Act and Regulation 19 of the Listing Regulations, comprises of Mr. Negendra
Singh (DIN: 07756704) (Chairman), Ms. Kamna Talreja (DIN:10874332) and Mr. Rajesh Soni (DIN:
00574384) as its members.

All the recommendations made by the Nomination and Remuneration Committee were accepted by
the Board of Directors.

The Nomination and Remuneration Committee met 3 (three) times during the financial year ended
March 31, 2025. The Details of the meetings held are provided in the Report of the Directors on
Corporate Governance, which forms part of this report.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee of Directors was constituted pursuant to the provisions of
Section 178 of the Act and Regulation 20 of Listing Regulations, comprises of Mr. Negendra Singh
(DIN: 07756704) (Chairman), Ms. Kamna Talreja (DIN:10874332) and Mr. Rajesh Soni (DIN:
00574384) as its members. Majority of the members including Chairman of SRC are Independent
Directors.

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

The Stakeholders Relationship Committee met 2 (two) times during the financial year ended March
31, 2025. The Details of the meetings held are provided in the Report of the Directors on Corporate
Governance, which forms part of this report.

14. POLICY FOR APPOINTMENT OF DIRECTORS, KMPs AND SENIOR MANAGEMENT
AND THEIR REMUNERATION:

The Board has adopted a policy for appointment of Directors, Key Managerial Personnel’s and Senior
Management and their remuneration, the extract of which is reproduced in the Corporate Governance
Report and website of the Company www.imecservices.in

15. STATUTORYAUDITORS:

The Standalone Auditors’ Report issued by M/s. SCAN & Co. (formerly known as M.S. Singhatwadia
& Co.), Chartered Accountants, Indore for the financial year ended March 31, 2025, does not contain
any qualification, reservation or adverse remark or disclaimer and no explanation on part of the Board
of Directors is called for. However, the Statutory Auditors have in their Audit Report have put
Emphasis on a few Matters drawing attention of the Members of the Company.

M/s. SCAN & Co. (formerly known as M.S. Singhatwadia & Co.), Chartered Accountants, Indore,
were appointed as Statutory Auditors of the Company at the 36^th Annual General Meeting held on
September 26, 2024 for a second term of five (5) consecutive years from the conclusion of 36^th AGM
till the conclusion of 41st AGM of the Company.

16. SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT:

Pursuant to the provisions of Section 204 of the Act, Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and the Listing Regulations, the Board of
Directors of the Company at its meeting held on May 30, 2025, have appointed M/s. B Maksi Wala &
Associates, Practicing Company Secretaries, Indore as the Secretarial Auditor of the Company to
undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit
Report in the prescribed Form MR-3 is annexed to this report as “Annexure-A”. The report does not
contain any qualification, reservation, disclaimer or adverse remark. However, the Secretarial auditor
has specified self-explanatory notes in their report and emphasis on few matters.

The Company has received consent from B Maksi Wala & Associates, Practicing Company
Secretaries, Indore to act as the Secretarial auditor for conducting audit of the secretarial records for
the financial year ending March 31, 2025 as per section 204 of the Companies Act, 2013. During the
year, there were no instances of any fraud reported by any of the aforesaid auditors to the Audit
Committee or the Board. The Secretarial Auditors were also present at the last AGM of the Company.

17. INTERNAL AUDITOR:

In compliance with the provisions of Section 138 of the Act, read with the Companies (Accounts)
Rules, 2014, the Internal Audit, of the Company, for the FY 2024-25 was carried out by appointed
M/s. Nahata Mahajan & Co., Chartered Accountants, Indore. Further, the Board in their meeting held
on March 11, 2025 has re-appointed appointed M/s. Nahata Mahajan & Co., Chartered Accountants,
Indore as an Internal Auditors for the FY 2025-26.

18. MAINTENANCE OF COST RECORDS:

The provisions of section 148 of the Act, read with Rule 14 of the Companies (Audit & Auditors)
Rules, 2014 relating to the cost audit are not applicable to the Company during the period under
review.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

During the year under review, the Company has not made any loans or investments or given any
guarantees or provided any securities under the provisions of Section 186 of the Act.

The existing loans given, investments made, guarantees given and/or securities provided are
incompliance with the provisions of the Act and Rules made thereunder and details thereof are given
in the Notes to the Financial Statements of the Company.

20. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered during the financial year by the Company with the
related parties were in the ordinary course of business and on arm''s length basis. The Audit
Committee grants omnibus approval for the transactions that are in the ordinary course of business
and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit
Committee before entering into any such transaction. Disclosures about the related party transactions
which were in the ordinary course of business and on arm’s length basis have been made in Note No.
26 to the Financial Statement. There were no materially significant related party transactions entered
into by the Company.

The policy on related party transactions as approved by the Board of Directors is available on the
website of the Company viz. www.imecservices.in.

21. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee, as it does
not fall within purview of Section 135(1) of the Act and hence it is not required to formulate policy on
corporate social responsibility.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE:

No significant or material orders have been passed by the regulators or courts or tribunals impacting
the going concern status of the Company and the Company’s operations in future.

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of
its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit
Manual. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of
the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in
the Company, its compliance with operating systems, accounting procedures and policies of the
Company.

Based on the report of internal audit function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committee of the
Board. The Internal financial controls with reference to the financial statements were adequate and
operating effectively.

24. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has a mechanism called the ‘Vigil Mechanism’ and a policy to facilitate its employees
and Directors to voice their concerns or observations without fear or raise reports of instances of any
unethical or unacceptable business practices or events of misconduct/unethical behavior, actual or
suspected fraud and violation of Company’s Code of Conduct etc. to the Chairman of the Audit
Committee. The said Policy ensures that strict confidentiality is maintained whilst dealing with
concerns and also that no discrimination will be meted out to any person for a genuinely raised
concern. The Whistle Blower Policy is disclosed on the website of the Company viz.
www.imecservices.in.

25. PARTICULARS OF EMPLOYEES:

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 provided in “Annexure-B” forming part of the Board’s Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement
showing the names of the top ten employees in terms of remuneration drawn and other particulars of
the employees drawing remuneration in excess of the limits set out in the said rules which form part
of the Director’s Report, will be made available to any shareholder on request, as per provisions of
Section 136(1) of the Act.

26. CORPORATE GOVERNANCE:

Your Company is committed to maintaining the standards of Corporate Governance and adhering to
the Corporate Governance requirements as set out by the Securities and Exchange Board of India.

As per Regulation 34 of the Listing Regulations, a separate section on corporate governance practices
together with a certificate from the Statutory Auditors of the Company regarding the compliances of
conditions of Corporate Governance, forms part of this Annual Report.

27. SECRETARIAL STANDARDS:

As per Listing Regulations, the Corporate Governance Report with the Auditors’ Certificate thereon,
and the Management Discussion and Analyst Report are attached, which forms part of this report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems
are adequate and operating effectively.

During the year, your Company is in compliance with the Secretarial Standards specified by the
Institute of Company Secretaries of India.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As stipulated under the provisions of Regulation 34 of the Listing Regulations, Management
Discussion & Analysis Report forms an integral part of this Report and provides details on overall
industry structure and developments, financial and operational performance and other material
developments during financial year under review.

29. DETAILS OF SEXUAL HARASSMENT COMPLAINTS:

The Company upholds a strong commitment to preventing sexual harassment and fostering a positive
work environment for all its employees. In accordance with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Sexual Harassment Act),
the Company has implemented a Policy for prevention, prohibition and redressal of sexual harassment
of women at workplace. The primary objective of this policy is to create a secure and inclusive
workplace where employees can thrive and contribute their best without any hindrance or fear.

The provisions relating to the constitution of the Internal Complaints Committee are not applicable to
the Company.

The status of complaints as on March 31, 2025 under the Sexual Harassment Act is as under:

1. Number of complaints pending as at the beginning of the year: NIL

2. Number of complaints received in the year: NIL

3. Number of complaints disposed off during the year: NIL

4. Number of complaints pending as at the end of the year: NIL

30. ANNUAL RETURN:

In compliance with the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act,
2013, the Annual Return of the Company for the financial year ended March 31, 2024 has been
uploaded on the website of the Company viz. www.imecservices.in

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34(2)(f) of the Listing Regulations, related to Business Responsibility and
Sustainability Report are not applicable on the Company.

32. LISTING AT STOCK EXCHANGE:

The Company’s Equity Shares are continued to be listed on BSE Limited.

33. SHARE CAPITAL:

The authorised share capital of the Company is Rs. 67,25,00,000 comprising of 6,72,50,000 Equity
Shares of Rs. 10 each. The issued, subscribed and paid-up share capital of the Company stood at Rs.
1,90,00,000 as at March 31, 2025 comprising of 19,00,000 Equity Shares of Rs. 10 each fully paid-up

There was no change in the share capital during the year under review.

34. CERTIFICATION BY CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL
OFFICER:

The Board of Directors have received a certificate from Chief Financial Officer (due to the vacancy in
the office of the Chief Executive Officer of the Company, the said Certificate was only signed by the
CFO) of the Company as specified in Part B of Schedule II of Regulation 17 (8) of the Listing
Regulations.

35. INDUSTRIAL RELATIONS:

Relations with the employees continued to remain cordial throughout the year. Your Directors wish to
place on record their appreciation for sincere and dedicated services rendered by the executives and
staff at all levels.

36. HUMAN RESOURCES

The foundation of your Company''s success lies in its human resources, which opens up countless
possibilities for its business. Our dedicated workforce drives efficient operations, fuels market
development, and expands our range of services. By prioritizing continuous learning and
development, and implementing effective talent management practices, we ensure that the
Organization''s talent needs are met. The exceptional employee engagement score demonstrates the
strong commitment and pride our employees feel as valued members of the Company.

The Group’s Corporate Human Resources plays a critical role in your Company’s talent management
process.

37. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(3)(c) read with Section 134 (5) of the Act, In relation to the
audited financial statements of the Company for the year ended March 31, 2025, the Board of
Directors hereby confirms that:

a) In the preparation of the annual accounts for the year ended March 31, 2025 the applicable
accounting standards read with requirements set out under schedule III to the act have been
followed and there are no material departures from the same;

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 as at March 31, 2025 and of the profit of the Company for
the year ended on that date;

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

38. OTHER DISCLOSURE

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules,
2014 are furnished as under:

1. The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.

2. During the year under review, there were no applications made or proceedings pending in the name
of the Company under the Insolvency Bankruptcy Code, 2016.

3. During the year under review, there has been no one-time settlement of Loans taken from Banks and
Financial Institutions.

4. There was no failure to implement any Corporate Action.

5. During the year under review, there was no change in the nature of business of the Company.

39. ACKNOWLEDGEMENT:

Your Directors take this opportunity to thank the Company’s customers, shareholders, suppliers,
bankers, business partners/associates, financial institutions and various regulatory authorities
including Securities and Exchange Board of India (SEBI), the Bombay Stock Exchange (BSE),
Ministry of Corporate Affairs (MCA), Registrar of Companies (ROC), National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for their consistent support
and encouragement to the Company. I am sure you will join our Directors in conveying our sincere
appreciation to all employees of the Company for their hard work and commitment. Their dedication
and competence have ensured that the Company continues to be a significant player in the industry.

By order of the Board of Directors
For IMEC Services Limited

Sd/- Sd/-

Date: August 14, 2025 Negendra Singh Rajesh Soni

Place: Indore Director Director

DIN: 07756704 DIN:00574384

---

Mar 31, 2024

VQUf Directors h^*e ptessure in presenting the SS*’'' Anfujal Report or business and
operations along with the Audited Financial Statements of the Company for the year
ended March 31.2024

1., FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS:

(Rs. in Lakh)

Particulars	Standalone		Consolidated
	31.03.2034	31.03.2023	31.03.2024	31.03.2023
Revenue from Operations £ Other Income	644.50	BH.61	644.50	4354.69
Earning before finance cost and depreciation	6.63	9 42	6 63	(65 02)
Depreciation and Financial Charges	3 36	2.46	3.36	351.26
Profit/(Loss) before exceptional items $ Tax	3 25	6.44	3.25	(417.25)
Exceptional items	-	-	-	37.27
ProFil/(LoBS) before Tax	325	6 44	3.25	(454 52)
Current Tax	-	-	-	-
Deferred Tax	-	0.02	-	0.02
income lax for earlier year		-	-	--
Prof il/( Loss) Afler Tax	3 25	6.42	3.25	(454.54)
Other Comprehensive incomer(Loss)	(0.23)	007	(0.23)	4.39
Tolal Comprehensive Income^ Loss'')	302	6.49	302	(450.15)

The Company is engaged in providing management and consultancy services and also in
the business of trading of all kinds of goods meluding agricultural products, metal & metal
alloys sic. The Company''s total turnover (including other income) on standalone basis
stood at Rs 644.50 lac tor the year ended March 31. 2024 as compared to Re 352 61
Lac m the previous year. The Company reported Comprehensive Profil of Rs.3 02 Lac as
compared to profit of Rs 6.49 Lac in the previous year or standalone basis. The
Company''s total turnover (including other income] on consolidated basis stood at

-- -

Rs 644.50 Lac Tar the yea^r ended March 31, 2Q2A as comsa^ed to Rs. 4354.-Q9 Lae in thfl
previous year The Company reported Comprehensive profit of Rs,3.D2 lac as compared
ip lass of Rs 450.15 Lac in the previous year on consolidated basis Management is
evaluating various propositions to improve the financial situation and is Hopeful of arriving
out of the distressed financial position

£ DIVIDEND:

Considering the continued weak performance of rhe Company, the Board of Directors of
your Company expresses their inability to recommend any dividend Tor the year under
review.

3. AMOUNT TRANSFERRED TO GENERAL RESERVES:

The Company has nol transferred any amount to its general reserves during tt» year
under review

4. DEPOSITS:

During the year under review. Ihe company has not accepted any [deposits from public, in
accordance with the Provisions of Section 73 and 74 of the Companies Act. 2013 [The
Act") and ibe Rules framed thereunder. As on March 31. 2024, there were no deposits
lying unpaid or unclaimed

5. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANY:

The Company had one Subsidiary i e RSAL Steel Private Limited {RSPL)

RSPL is engaged in manufacturing of Cold Rolled Close Annealed and other steel products
and trading of Hot Rolled Coils. Cold Rolled Close Annealed, other steel products and Agro
Commodities The Consolidated Financial Statements presented by the Company includes
the l-mancial Statement of its subsidiary company as well.

Ttie National Company Law Tribunal fNCLT''), Mumbai Bench, vide Order dated January
9 2924 (''Insolvency Commencement OrdeO has initiated Corporate Insolvency
ResoMion Process rClRP¹'') based on petition Tied by Dena Bank under Section 7 of the
Insolvency and Bankruptcy Code 201$ ("the Code") Mr Rejender Kumar Girdhar IP
Registration No IBai/IPA-OD3f!P-N0CC4&r2Ol7-lSfl0396. was appointed as Interim
Resolution Professional (‘IRP’) to manage the affairs of the Company m accordance with
the provisions of the Code. 1n the first mealing of (he Commitlee of Creditors held on
October 9. 2019, Mr Rajender Kumar Girdhar had been confirmed as Resolution
Professional ("RPV "Resolution Professional ) for the Company. The Resolution Ptan duly
approved by the Commitlee of Creditors of the Corporate Debtor has been filed before
Hobble NCLT, Mumbai Bench and |he the Hobble NCLT. Mumbai Bench by an oral Order
pronounced on June 26. 2023, that it has approved the Resolution Plan in respect of the
Company''s subsidiary under Section 31 of IBC, as amended The written Order of the
Hon''ble NCLT is as follows''

j- The Application IA No. t24D of 2021 in CP(IB) 2965 of 2013 is allowed and the
Resolution Plan submitted by L. G. Bala Kristina n and Bros Limited is hereby
approved It shai become etfective from this date and shall form part of this order
It shall be binding on the Corporate Debtor, its employees members, creditors
including the Central Government, any State Government or any I scat authority lo

whom a debl in respect of the payment of dues arising under any raw for the time
being m force :s due. guarantors

i- and other slaveholders invoked in the Resolution Plan.

^ In terms of Ihe judgement of Hon''ble Supreme Court in Ihe matter of Ghanshyam
M^shra and Sons Private Limited vs Edelweiss Assel Reconstruction Company
Limited (Civil Appeal No &129 of 2019 decided on 13 04 20211(3021 J SC 212 on
the date of the approval of the Resolution Plan by ihe Adjudicating Authonty. all:
Such claims which are not a part of ihe Resolution pEan, shall stand extinguished
and no person will be entitled to initiate Of continue any proceedings in respect to
a claim which are nol a pad of the Resolution Plan Accordingly no person
including the Central GevemmetH. any State Government or any local authority,
guarantors and other stakeholders will be entitled to mitiato or continue any
proceedings in respect to a claim prior to ClRPwhich rs not a part of the Resolution
Plan

> All Ihe pSS! liabilities including levies/tax dues to any Government authorities which
are hot part of Ihe Resolution Plan and pertaining to Corporate Insolvency
Resolution Process period shall stand extinguished from the date of approval ol
the Resolution Plan.

> The Morirtonng Agency as proposed in Section XII of the Resolution Plan shall be
constituted to Supervise and implement the Resolution Plan

> In accordance with Section 3ZA of the Code, the liability of the Corporate Debtor
for an offence committed prior to the cooimencamenl of the Corporate Insolvency
Resolution Process shall cease, and Ihe Corporate Debtor shall not be prosecuted
for such an offence committed prior to the commencement of Corporate Insolvency
Resolution Process from the date Of this order

^ AH the equity Shares and preference shares of the Corporate Debtor would stand
extinguished by way ol reduction in capital of the Company without any payment
to the shareholders holding such shares without the requirement of writing m words
''and reduced''. Such reduction of share capital shall not require any further
approval, act or action as required under the Companies Act. £Qi3 including
Section 66 of ihe Companies Ad. 2013 and such cancellation shall nol require Ihe
consenl of any of the creditors or shareholders of the Corporate Debtor.

^ The approval of the Resolution Plan sha_:| not be construed as waiver of any future
sialuiory obligations and shall be dealt with by the appropriate AuthOnlieS m
accordance with law The Corporate Debtor may obtain necessary approval
required under any law for the time being in force from Ihe appropriate Authority
wilhm a period of ore year from Ihe date or approval of the Resolution Plan

^ The guarantors and third-party security jwovOr the Resolution App icent) shall continue to be liable to the Financial Creditors
for Ihe unpaid debl under their guarantees However, such guarantors shall not be
entitled 10 exercise any right of subrogation in respect of such amounts against the
Corporate Debtor anchor the Resolution Applicant

^ Qmcr reliefs and concessions not ccverud in the aforesaid paragraphs including
exemption from levy of stamp doty, fees and registration charges that may be
applicable in relation to this Resolution Plan and its implementation ere not
granted

-h The moratorium declared under Section H of ihe Cade shall cease lo have effect
from this date.

> The Applicant shall forward all records relating to the conduct of the GIRP and the
Resolution Plan to the IBBi along with the copy of this order for information.

^ The Applicant shall forthwith send a certified copy of this order to the CoC and the
Resolution Applicant respectively for necessary compliance

Pursuant to Section 129(3) of (he Act read wilh Rule 5 of Itte Companies (Accounts)
Rules. 2014, the statement containing salient features of the Financial Statement of the
Company''s subsidiary i.e. RSPL in Form AOC-1 is not applicable to the Company The
Company has no joint venture or associate company

Further, pursuant to the provisions of Section 13S of lhe Act. the Financial Statements of
[he Company, Consohcated Finanoal Statements along with relevant documents and
separate Audited Financial Statements in respect of subsidiary of the Company, are
available on the website or the Company vi? www jmecserviceiJn

None of the companies have become/ceased to be subsidiary (ies), joint ventures or
associate companies of the company during the reporting year. However, upon receipt of
the of the Order of the NCLT and implementation orthe Resolution Plan by lhe Resolution
Applicant. RSAL Steel Private Limned has ceased to be the Subsidiary of IMEC Services
Limiied and the Company shall not have any control over the affairs/managemeni of REAL
Steel Pnvate Limited

6. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARDS'' REPORT AND
END OF FINANCIAL YEAR:

The Hon''bte National Company Law Tribunal, Mumbai Bench (NCLT) in Company Petition
No CP''''ll (MB) 2022 vide order dated February 10. 2023 (the certified true copy of the
same was received on March 29, 2023) approved the Scheme of Reduclipn of share
capital of the Company, accordingly the Board of Directors have complied with the
directions mentioned in order and have also issued ants allotted the T9.00.000 fully paid-
up Equity Share(s) of Rs. 10A each, in raiao of 5 (five) equity scares, agamst every 132
(One hundred thirty two) already allotted equity shares The e-Fcrm INC 28 filed by lhe
Company dated Apnl 05. 2023 and has aSso been appraved/taken on record by the ROC.
Mumbai and accordingly the issued subscribed and paid-up equity share capital of the
Comply stands reduced to Rs 1 90 00,000/- constituting 19,00.000 futly paid''up Equity
Share(s) of Rs. 10h each m ROC recqrds/MCA portal. The Company has also filed Listing
Ape-icabon with Bombay Stock E*change(BSE)which has been approved by the Bombay
Stock Exchange (BSE). The Company has also obtained new I SIN horn depositories and
has filed the corporate action with depositories The Company is in process of completing
the necessary activities post receipt of the NCLT Order, which shall be completed in due
course of time.

7. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARN3NGS AND OUTGO:

Conservation o1 Enurgy and Tflthnology Absorption

Considering (he nature d our activities, as slated under Section i34i3)(m] of the Act. in
conjunction with Rule 8(3) of the Companies (Accounts) Rules. 2014. the concept at
technology absorption and conservation does not apply to our Company. Our primary
focus lies in mitigating climate charge and promoting sustainable practices rather than
technology absorption

Foreign exchange earrings and outgo

During the year under review the company has not been engaged m or has net made any
foreign collaboration or has not exported or impoled any gooas or services. hence made
no Foreign Exchange Earnings or Outgo

8. BUSINESS RISK MANAGEMENT:

Pursuant to Section l34(3)(n) of the Act and Regulation 21 of Ihe Listing Regulations
related to Risk Management Fancy for assessment of risk and determining me response?
ro those risks so as to minimize their adverse impact on the orgamsalion is npt applicable
on the Company.

9. DETAILS OF DIRECTORS & KEY MANAGERIAL PERSONNEL
APFOINTEOfRESlGNED DURING THE FINANCIAL YEAR:

A. DIRECTORS:

The composition of Board of Directors is in conformity with the applicable provisions of Ihe
Act and Lisling Regulations

As on March 31” 2024 the Board of Directors of the Company consists of Ms Swati
Kushwah ¦ (DIN 0W94474) as a Woman Independent Director (Non-Executive). Mr.
Negendra Singh (OIN 07756704) as an Independent D rector (Non-Executive) and Mr.
Ra^sh Soni (DIN QQS74384) as a Non-Executive Director

As per the Provision of seevpn 152 (6) of the Companies Act. 2015. the Board of Directors
has recommended to (he Members 10 re-appoini Mr Rajesh Soni as the Director of the
company who shall be I.able to retire by rotation at the ensuing Annual General Meeting of
1he Company.

During the year under review there was no re-appoimment of any of the independent
Directors in the Company

In compliance with Regulation 3&{3) of the Listing Regulations, bnef resume expertise
and other details of the Director proposed to be appointed is grven in the Notice convening
the ensuing Annual General Meeting

8. KEY MANAGERIAL PERSONNEL:

During the FrrtarhCial year Ms Nidhi Arjanya has resigned from the Post of Compliance
Officer and Company Secretary w.e.f Fetwuary 29^l". 2024 anti Mr. Prakash Madhavrao
Deehmukh appointed as a CEO of the Company w.e.f February 14 2Q2A

As on March 3 V. 2024 Mr. Abhistiek Saxena as a Chief Financial Officer of the Company

Furthermore, after the closure of financial year, the Board of directors has else appointed
Mr Adnan Kanehwala as a Company Secretary and Compliance Officer {designated as
Key Managerial Personnel) wef. May 30, 2024

Furthermore, after the closure of financial yeaT. the Board of directors has also appointed
Mr Piakash Madhavrio Deshmukh as a Whole - Time Director S CEO of the Company
''.v e f A jgust 12, 2024

Id. PERFORMANCE EVALUATION OF THE BOARD:

As per Regulation 17(10) of SEBI (LODR) Regulations 20i5, The evaluation or
independent directors shall be done by fhe entire board of directors. The current
com position of the 0oa rd of (he C ompan y comprises of two independent directors and on ly
one non-executive director Bence, to evaluate the performance of independent directors
ai a meeting there should be at least two member ouorum consisting of two non-ereoetive
directors has to be available as per Regulation 17{10) of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. therefore
proper meeting could not be conducted for such evaluation. The Company is in process to
appoint suitable candidates Tor (he Position of Directorship in order to avoid non¬
compliance by the Company

11, MEETINGS:

A detailed notes along with the Notice of the Meetings is prepared and circulated in
advance to the Directors. Dunng the financial year, 6 (Six) Board Meetings, 4 (Four) Audit
Committee Meetings, 2 (Two) Stakeholders'' Relationship Committee Meetings, however
in ihe Calendar Year the meeting of Nomination and Remuneration was not he''d but in
the next Calendar Year there was 1 (One) Nomination and Remuneration Committee
Meetings which was held on January 25. 2024 and was convened and held as per the
Companies Act. 2013 & Listing Regulations. The details of which are given in the
Corporate Governance Report which Forms part of Jhts report The intervening gap
between the two Meelings was within the period prescribed undo; the Acl/Listing
Regulations.

The details of composition of the Board Of Directors and its Committees are given in the
Corporate Governance Report whibh forms part: of Unis report

12, POLICY FOR APPOINTMENT OF DIRECTORS, KMPs AND SENIOR
MANAGEMENT AND THEIR REMUNERATION:

The Board has adopted a policy for appomlmenl of Directors. Key Managerial Personnel''s
and Senior Management and their remuneration, the extract of which is reproduced in the
Corporate Governance Report and website of the Company www imei^jv''icesjfi

13, DIRECTOR''S RESPONSIBILITY STATEMENT;

Pursuant to the provisions of Section 134(3} (c) read with Section 134 {5) of the Ad, In
relation to the audited financial statements of (he Company for (fie year ended March 31,
2024 the Board of Directors of the Company hereby state and con-firms that

i) In Ihe preparation of the annual accounts for the financial year ended or March 31,
2024, the- applicable accounting standards read with requirements sel out under
schedule III to the act have been followed and r o material departures have been
made from the same;

if} The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent
so as to give a true and fair view of the slate of affairs of the Company at the end
of the financial year and of the loss of the Company for the year under review.

riii) 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 Com pony and For preventing and detecting fraud
and other irregularities.

iv} The Directors have prepared the annual accounts/financial statements On a going
concern basts.

v) The Directors have laid down internal financial controls to to followed by the
Company and that such internal financial controls are adequate and were operating
affectively, and

vi ;¦ The Directors have devised proper systems to ensure compEiance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

14. STATU TORY AUDITORS;

At the 31³'' Annual General Meei.ng held on September 25 2Q19. the Members of the
Company had appointed M''s Singhalwada & Co {now know#as SCAN &Cc.) Chartered
Accountant. tndore. as Statutory Auditors of the Company For a term of Five consecutive
years to hold office from the conclusion of (hat meeting till the conclusion of the 36th
Annual General Meeting of the Company to be betd in 1024.

The Standalone end Consolidated Auditors'' Report issued J?y MJs. SCAN & Co. (formerly
kncwn as M S. Smghatwadia iCo }, Chartered Accountants, Indore for the financial year
ended March 31, 2024 does not contain any qualification, reservation or adverse remark
or disclaimer and no explanation on part of the Board of Directors is called far. However
the Statutory Auditors have in their Aurfil Report have put Emphasis on a few Matters
drawing attention of the Members of the Company.

The Board of Directors at their meeting held on August M. 202a has deeded lo appoint
M.''s SCAN a Co (formerly known as M S Singhatwadia & Co.), Chartered Accountants.
Indore for the term cf five consecutive years commencing from conclusion this Annual
General Meeting till the conclusion Of 41^K Annual General Meefing of the Company (from
Financial Year 2024^25 to 2028-29) subject to the Shareholders approval at ensuing
Annual General Meeting The Company has received a certificate from them lo (he effect
that their appointment as Statutory Auditors of the Company, would be witfun the liml
presorted y/$ I$g & 141 of the Companies Act 2013 and also received a peer review
certificate issued by the ICAI ''Peer Review Board'', as required under [he provisions of
SEBI {Listing Obligations and Disclosure Requirements) Regulations. ''2015.

Pursuanl lo the provisions of Section 204 of the Act. Rule 9 of the Companies
lAppoinlmenl and Remuneration of Managerial Personnel) Rules IQ 14 and the Listing
Regulations, ine Board of Directors of the Company ai rls meeting held on May 30. 2024.
have appointed M/s Barange & Associates. Practicing Company Secretaries Indore as
the Secretariat Auditor of the Company lo undertake the Secretarial Audit of the Company
For Ihe financial year 2023-24. The Seyetanal Audit Report in the prescribed Form MR-3
is annexed to this report as "Annexure-A''. The report does not eoniain any qualification,
reservation, disclaimer or adverse remark However, the Secretariat auditor has specified
sair-explanalory notes m their report

The Company has received con sen! from B Maksi Wali 4 Associates, Practicing
Company Secrelane s Indore to acl as the Secretarial auditor for conducting audit of the
secretarial records for the financial year ending March 31.2025 as per section 204 of the
Companies Ad. .2012 During the year, there were no inslances of any fraud reported by
?ny of the aforesaid auditors to the Audit Committee or the Board.

16-INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Act mad with the Companies (Accounts)
Rutes 2014. the Beard of Directors at its meeting held on May26. 2022, had appointed
IWs Nahata Mahajan 4 Co., Chartered Accountants a? the Internal Auditor of the
Company for the Financial Year 2 022-23. "Die respective report of Ihe Internal Audilor was
placed before the Audit Committee Meeting of the Board of Directors of the Company for
Iheir review and necessary action.

further, the Board of Directors at rts meeting held on May 29. 2023 had re-appointed M^s.
Nahata Mahajan 4 Co., Chartered Accountants. Indore as the Internal Auditor or the
Company for Ihe financial year 2023-24

Further, the Board of Directors at its meelirtg held on May 30,1024 had re-appointed Mrs
Nahata Mahajan 4 Co. Chartered Accountants, Indore as tha Internal Auditor of Ihe
Company for Ihe financial year 2024-25.

17. MAINTENANCE OF COST RECORDS;

The provisions of section 143 of Ihe Act. read wilh Rule 14 of the Companies (Audit &.
Auditors) Rules. 2014 relating to the cost audit are not applicable to the Company during
Ihe period under review.

ts. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS BY
COMPANY;

During tha year under review, (he Company has not made any loans or inveslmenls or
given any guarantees or provided any securities under the provisions of Section 136 of
the Acl

The existing loans given, investment made, guarantees g^:ven and/tw securities provided
are mcompl-.ance wilh ihe provisrons of the Act and Rules made (hereunder and details
thereof are given in the Notes to the Financial Statements of tho Company.

19, RELATED PARTY TRANSACTIONS:

Alt Mnlracls/arrangemenls/tr^nsaclipns entered during the financial year by the Company
with 1 ie related parlies were in the ordinary course of business and on arm''s length basis
The Audit Committee grants omnibus approval for the transactions that are in the ordinary
course o! business and repetitive m naiuie For oihor transactions, the Company obtains
specific approval of the Audit Committee before entering into any such transaction
Disclosures aboul the related paly transactions which were in the ordinary course of
business and on arm''s length basis have bean made in Note No. 26 to ihe Financial
Statement. There were no materially significant related party transactions entered mtotjy
tha Company.

the policy on related party transactions as approved by (he Board of Directors is available
on the website of Ihe Company vir www imecservices.in

20. CORPORATE SOCIAL RESPONSIBILITY:

The Company is rto1 required to constitute a Corporate Social Responsibility Committee
as H does not fall within purview of Section 135( i ¦ of the Act and hence it is not required
to formulate policy on corporate social responsibility.

21.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY''S OPERATIONS IN FUTURE:

* The Company ha? received notice of the Cusioma''DGFT to provide documents
against fulfilment cl expert obligatos under the advance licenses issued in
2010. The Company has already assigned and transferred its all assets and
iLabiiities/obiigations, including but nol limited to duty free imported raw male rials
to R$AL Steel Private Limited {a subsidiary of ihe Company / RSPL} through
the Slump Sale Agreement dated 30 03 2011 RSPL is presently under ClRF
The Company has also filed Interim Application in NGLT, Mumbai: in CF No.
2965 of 2013 in respect of the said export obligations, which is pending before
the NCLT, Since Ihe said Contingent Liability was already disclosed by the
subsidiary company in their audiied financial statements subsequenl to the
slump sale agreement tilt March 31, 2022. the Company has not disclosed sa d
liability along with applicable interes! as Contingent Liabilities in the current
Financial Statement

22 INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate wifi the size, scale and
oomptoxity of its operations The scope and authority of the Internal Audit function is
defined in lha Internal Audit Manual To maintain ils objectivity and independence, the
Internal Auditor reports lo the Chairman of Ihe Audit Committee of the Board.

The internal Auditor monitors and evaluates Ihe efficacy and adequacy of internal conlrol
System in the Company, its compliance with operating systems, accounting procedures
and policies of Ihe Company

Based on the report or internal audit function, process owners undertake corrective action
m th-e-ir respective areas and (hereby strengthen the controls Significant audit
observations and recommendations atong with corrective actions thereon are presented
la 1he Audi! Committee of the Board The Internal financial controls with reference to the
financial statement were adequate and operating effectively.

23. WHISTLE BLOWER POLICY^ VIGIL MECHANISM:

The Company has a mechdnsin called the Vigil Mechanism'' and a policy to facilitate rts
employees and Directors to voice their concerns Of observations without fear or raise
reports of instances of any unethical or unacceptable business practices or events of
misconduchunethital hehavior, actual or suspected fraud and violation of Company''s
Code of Conduct etc. to the Chairman of the Audit Committee The Hid Policy ensures
that strict confidentiality is maintained whilsl dealmg wilh concerns and also that no
discrimination _Wi''i be meted out to any person for a genuinely raised concern. The Whistle
Blower Policy i s di setosed on the website of the Compa ny vtz www imp ^services in

24. PARTICULARS OF EMPLOYEES;

Disclosures pertaining to remuneration and Other details as required under Section
197(12} or the Act read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rotes. 2014 are provided in "Annexure’B" forming part of the
Board''s Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, £0i4,
a statement showing the names of the top ten employees in terms or remuneration drawn
and other particulars of the employees drawing remuneration in excess of the limits set
out in the said rules whrch farm pa rt of Ite Director''s Report wil I be made available to any
shareholder on request, as per provisions of Section 136(f) of the Ad.

2b. CORPORATE GOVERNANCE;

Your Company is committed to maintaining the standards of Corporate Governance and
adhering to the Corporate Governance requirements as sel out by the Securities and
Exchange Board of India

As per Regulation 34 of the Listing Regulations, s separate section on corporate
governance practices together with a certificate from the Statutory Auditors of the
Company regarding the compliances of conditions of Corporate Governance, forms part
of this Annual Report

26 SECRETARIAL STANDARDS;

As per Listing Regulations, the Corporate Governance Report with the Auditors'' Certificate
thereon, and the Management Discussion and AnaEysi Report are attached, which forms
part of this report

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretanal Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively

During the year, your Company is in compliance with ;he Secretarial Standards specified
by pie Institute of Company Secretaries of India

27. MAN AG E M ENT D1 SC USSlO N AND A N AL YS IS REPORT:

As stipulated un<#er the provisions of Regulation 34 pf the Listing Regulations.
Management Discussum ft Analysis Report terms an integral part of this Report and
provides details on overall Industry Structure end Developments, financial and operational
performance and other material developments during financial year under review.

23. DETAILS OF SEXUAL HARASSMENT COMPLAINTS:

The Company upholds a strong commitment to preventing sexual harassment and
teslenng a posifive wort environment fd all its employees. In accordance with the
provisions of the Sexual Harassment of Women at Workplace {Prevention. Prohibition and
Redressal) Act 201 3 {Sexual Harassment tfa Company has implemented a Policy
For prevention prohibition and redressal of sexual harassment of women al workplace.
The primary objective of this policy is to create a secure and inclusive workplace where
employees can thrive and contribute their best without any hindrance or fear

The provisions relating to the constitution Of the Internal Complaints Committee are not
applicable to the Company

The status of complaints as on March 31, 2024 under the Sexual harassment Ad is as
under:

1 Number of complaints pending as at the beginning of the year NIL

2 Number of complaints received in the year, nil

3. Number of complaints disposed off during the year- NIL
4 Number of complaints pending as at the end of ihe year Nil

29. ANNUAL RETURN;

In compliance with the provisions of Sactmn 92(3) and Section of the

Companies Ad, 2013, the Annual Return Of the Company for |he financial year ended
31st March 2023 has been uploaded on the website of the Company vif
www.nnecsennces irr

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34(2Xf) of the Listing Regulations, related to Business Responsibility
and Sustain ability Report are not applicable on the Company.

31. LISTING AT STOCK EXCHANGE:

The Company''s Equity Shares are continued to be listed on BSE Limited

32. SHARE CAPITAL:

The fully paid up Equity Share Capital of the Company as on March 31. 2024 was Rs
1.90,00,ODD/- constituti eg 1 S.GG.tKH} equity sha res of Rs 1 [W- each. There was no change
in the share capital during the year under review However, post reduction of share capital
of the Company, the e^Form INC 26 was filed by She Company and that has also been

apjHOvedflaken on record by the FtOC. Mumbai on May 11, ?0£3 and accordingly (he
issued, subscribed and paid-up equity share capital of the Company stands reduced lo
Rs 1.90.00 OQOf- constituting 19,GO,000 fully paid-up Equity Shares) of Rs 10/- each in
ROC reoords/MCA portal

33. CERTIFICATION BY CHIEF EXECUTIVE OFFICER 4 CHIEF FINANCIAL. OFFICER:

The Board of Directors have received a certificate Iron Chief Financial Officer (duo to the
vacancy in the office of the Chief Executive Officer of the Company, the sard Certificate
was only Signed by the CFO) of Ihe Company as specified in Part B of Schedule II of
Regulation 17 (B) of the Listing Regulations

34.INDUSTRIAL RELATIONS:

Reiahons with (he employees continued to remain cordial throughout the year Your
Directors wish to place on record Iheir appreciation for sinters end dedicated services
rendered by the executives and slaff at all levels

35 HUMAN RESOURCES

The foundation of your Comjwn/s success lies in its human resources, Which opens up
countless possibilities far Ks business Our dedicated workforce drives efficient operations,
fuels market development and expands our range of services. By prioritizing continuous
learning and development, and implementing effective talent managemenl practices, we
ensure that the Organisation''s talent needs are mel The exceptional employee
engagement score demonstrates the strong commitment and pride our employees feel as
valued members Of the Company

The Group''5 Corporate Human Resources plays a critical rote in your Company''s latent
management process.

36. OTHER DISCLOSURE

Other disclosures as per provisions of Section 134 of Ihe Act read with Companies
(Accognls) Rules. 2014 are furnished as under

1 The Company has rot issued any sweat equity shares during the year under review and
hence no information as per provisions or Section 54( 1 )(d) of the Act read with Rote 8(13)
Of Ihe Companies (Share Capital and Debenture) Rules, 291A is furnished.

2. During the year under review. Ihere were no applications made or proceedings pending
in the name of Ihe Company under the Insolvency Bankruptcy Code. 2016,

3 During the year under review, there has been no one lime settlement of Loans taken
from Dar&sand Financial Institutions.

4 There was no failure to implement any Corporate Adion

5 Dunng the year under review, there was no change ini Ihe nature of business of the
Company.

37. AC K NO WL EDGE M EN T:

Your Directors take this opportunity to thank the Company''s customers, shareholders,
suppliers, bankers, business psrtrers/essooates financial mstttutions and various
regulatory authorities including Securities and Exchange Board or India {SEBI). the
Bombay Stock Exchange (BSE). Ministry of Corporate Affairs (MCA). Regislrar or
Companies (ROC), National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) for lheLr consistent support and encouragement to the
Company l am sore you will join our Directors in conveying our sincere apprecialion to ail
employees of the Company and its subsidiaries and associates tor their hard work and
oommi.tinent Their dedication and competence have ensured that the Company continues
to be a significant player In the industry

By Order of the Board of Directors
For IMEC Services Limited

Sd/- Sd*-

Date: August 12, 2024 Swati Kushwah Rajesh 3pm

Place: Indore Director Director

DIN:QB494474 DINrfMS74384

---

Mar 31, 2015

The Directors have pleasure in presenting 27th Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2015.

1. OPERATIONAL PERFORMANCE Rs.in Lacs

Financial Results 31.03.2015 31.03.2014

Sales & Other Income 22685.00 27648.84

Gross Profit/loss 24.00 90.84

Depreciation and Financial Charges 11.08 15.81

Profit/loss before Tax 12.92 75.03

Provision for Tax 3.35 25.56

Deferred Tax (Assets)/Liabilities 4.06 73.09

Profit/loss After Tax 5.51 (23.62)

Exceptional items - 4.30

Profit after exceptional items 5.51 (19.32)

Your company is engaged only in trading activities of various products including steel and agro commodities. Your company recorded a turnover of Rs. 22675.89 Lacs for the year ended 31st March, 2015 as compared to Rs. 27554.61 Lacs in the previous year and net profit of Rs. 5.51 Lacs as compared to loss of Rs. 19.32 Lacs in the previous year. However, the Company is exploring various other business opportunities so that margin can be improved. During the year, there is no change in the nature of the business of the company

2. DIVIDEND

Your Directors are not recommending any dividend for the period under review to conserve the recourses.

3. SUBSIDIARY COMPANY

The Company is having a wholly owned subsidiary Company viz. RSAL Steel Private Limited which is engaged in manufacturing and trading of HR Coils, CRCA and other steel products. The Consolidated financial statements presented by the Company include the financial results of its Subsidiary Company.

The Gross Revenue of the subsidiary Company stood at Rs. 66,088.45 Lacs as compared to Rs. 74,153.88 in the Previous year. Profit before tax for the year stood at Rs. 343.96 Lacs as compared to Rs. 309.84 Lacs in the previous year.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's Wholly owned Subsidiary in Form AOC-1 is attached to the financial statements. The Company has no joint venture or associate Company.

None of the Companies which have become/ceased to be subsidiaries, JVs or associate Companies during the year.

4. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

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

Your Directors have nothing to report on the aforesaid matters as your company is not engaged in manufacturing has no foreign collaboration and has not exported or imported any goods or services.

6. BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 and listing agreement the Company has framed a detailed Risk Management Policy for assessment of risk and determine the responses to these risks so as to minimize their adverse impact on the organization. The functional head of the Company shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board.

At present the Company has not identified any element of risk which may threaten the existence of the company.

7. DIRECTORS

Mr. Kailash Chandra Shahra (DIN - 00062698), Director retires by rotation in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company and being eligible, offers himself for re-appointment.

Mr. Umesh Shahra (DIN - 00061312), Managing Director was re-appointed for a period of three year w.e.f. 1st October, 2014.

Ms. Ishita Khandelwal (DIN - 06932629), Ms. Puneet Bedi (DIN - 02178816), Mr. Vijay K Mahajan (DIN - 01367496) and Mr. Navin Khandelwal (DIN - 00134217) were appointed as an Independent Directors w.e.f. 25th September, 2014.

The Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of Independence.

8. KEY MANAGERIAL PERSONNEL

During the financial year:

Mr. Arvind Mishra who ceased to be Director and appointed as a Chief Executive Officer (Key Managerial Personnel) of the Company;

Mr. Deepak Upadhyay (M. No. A 23717) was appointed as a Company Secretary cum Compliance officer in place of Mr. Shyam Sunder Agrawal, who resigned from the office of Company Secretary of the Company.

9. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

10. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, four Board Meetings, four Audit Committee Meetings, three Nomination and Remuneration Meeting and four Stakeholder Relationship Committee 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. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made

judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) 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.

iv) The directors have prepared the annual accounts on a going concern basis.

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

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

12. POLICY FOR APPOINTMENT OF DIRECTOR, KMP AND SENIOR MANAGEMENT AND THEIR REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for appointment of Directors, KMP and Senior Management and their remuneration. The said Policy is stated in the Corporate Governance Report.

13. AUDITORS

M/s Arun Maheshwari & Co., Chartered Accountants Auditors of the Company hold office upto the conclusion of forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment. Further, the Company has received confirmation from the Auditors regarding their consent and eligibility under Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for appointment as the Auditors of the Company. Your board recommends their re-appointment.

14. SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s Sonal Kanungo & Co., a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit report is annexed herewith as "Annexure A"

15. AUDITORS' AND SECRETARIAL AUDITORS' REPORT

There are no qualifications or observations or adverse remarks made by the Auditors in Statutory and Secretarial Audit Report.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

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.

17. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

18. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee, as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

19. BOARD EVALUATION

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

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

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

The Internal financial controls with reference to the financial statements were adequate and operating effectively.

22. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has framed Whistle Blower Policy and established a mechanism called the vigil mechanism for directors and employee to report concerns of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy.

The said Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

23. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required 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 are provided in the Annexure-B forming part of the Annual Report. The said information maybe provided to the Members upon request.

24. CORPORATE GOVERNANCE

Corporate Governance Report is enclosed as part of Directors' Report.

25. DETAILS OF SEXUAL HARASSMENT COMPLAINTS

Details of complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,

1. Number of complaint of Sexual harassment received in the year:- NIL

2. Number of complaint disposed off during the year:- NIL

26. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

27. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C".

28. LISTING AT STOCK EXCHANGES

The Company's Equity Shares continues to be listed on Bombay Stock Exchange Limited (BSE).

29. MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

The Board of Directors have received certificate from Managing Director and CFO under Clause 49(IX) of listing agreement.

30. INDUSTRIAL RELATIONS

Relations with the employees continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for sincere and dedicated services rendered by the executives, staff and workers at all levels.

31. ACKNOWLEDGMENT

The Directors wish to place on record their appreciation for the sincere co-operation extended by the shareholders, Bankers and all other Government Agencies in carrying out the business of the Company.

By order of the Board of Directors

Place: Indore Kailash Chandra Shahra

Date : 10th August, 2015 Chairman

DIN: 00062698

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Mar 31, 2014

Dear Members

The Directors have pleasure in presenting 26th Annual Report together with Audited Statement of Accounts of the Company for the year ended 31 st March 2014.

1. OPERATIONAL PERFORMANCE [Rs. in lacs] [Rs. in lacs]

Financial Results 31.03.2014 31.03.2013 (12 Months) (18 Months)

Sales & Other Income 27648.84 55478.03

Gross Profit/(Loss) 90.84 922.46

Depreciation and Financial charges 15.81 693.01

Profit/(Loss) before tax 75.03 229.45

Provision for Tax 25.56 45.91

Deferred Tax (Assets)/Liabilities 73.09 64.59

Profit/(Loss) after Tax (23.62) 118.95

Exceptional items 4.30 0.00

Profit after exceptional items (19.32) 118.95

Your company is engaged only in trading activities of various products including steel and agro commodities. Your company recorded a turnover of Rs. 27554.61 Lacs for the year ended 31st March, 2014 as compared to Rs. 55327.08 Lacs in the previous eighteen months and net loss of Rs. 19.32 Lacs as compared to Profit of Rs. 118.95 Lacs in the previous eighteen months. However, the Company is exploring various other business opportunities so that margin can be improved.

2. SUBSIDIARY COMPANY

The Company is having a wholly owned subsidiary Company viz. RSAL Steel Private Limited which is engaged in manufacturing and trading of HR Coils, CRCA and other steel products. The Consolidated financial statements presented by the Company include the financial results of its Subsidiary Company. Further, a statement containing the particulars prescribed by general circular issued by Ministry of Corporate Affairs, Government of India for Company''s subsidiaries is also forming part of the Consolidated financial statements.

3. DIVIDEND

Your Directors express their inability to recommend any dividend for the period under review, due to the need for conserving funds.

4. DIRECTORS

(i) Mr. Veer Kumar Jain resigned from the Directorship w.e.f. 13th August, 2014.Your Directors place on record their appreciation for guidance given by him during his period.

(ii) The Board of Directors appointed Ms. Puneet Bedi and Ms. Ishita Khandelwal as additional Directors of the Company w.e.f. 13th August, 2014. They are also proposed to be appointed as Independent Directors in ensuing Annual General Meeting.

(iii) Mr. Umesh Shahra re-appointed as a Managing Director of the Company w.e.f. 1st October, 2014 for a period of three year subject to approval of Central Government, if required and Members.

(iv) Mr. Manish Jain, Director retires by rotation in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company and being eligible, offers himself for re-appointment.

5. CORPORATE GOVERNANCE

Corporate Governance Report is enclosed as part of Directors'' Report.

6. FIXED DEPOSITS

During the Financial Year, Company has accepted deposits in accordance with provisions of Section 58Aof the Companies Act, 1956 and rules made there under. The Company has also complied the provisions of Sec.74 of the Companies Act, 2013 and rules made thereunder.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, the Board confirms:

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

(ii) That 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 or loss of the Company for that period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared theAnnual Accounts on a going concern basis.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo are nil during the period under review.

9. AUDITORS

M/sArun Maheshwari & Co.Chartered Accountants, Auditors of the Company hold office upto the conclusion of forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your board recommends their re-appointment.

10. AUDITOR''S REPORT

Report of the Auditors and their observations on the Accounts of the Company for the year under review is self-explanatory.

11. LISTING AT STOCK EXCHANGES

The Company''s Equity Shares continues to be listed on Bombay Stock Exchange Limited (BSE).

12. MD & CFO CERTIFICATION

The Board of Directors have received certificate from Managing Director and CFO under Clause 49(v) of listing agreement.

13. PARTICULARS OF EMPLOYEE''S

None of the employee of the company was paid remuneration in excess of the limit. Therefore, the particulars of employees, as required by the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules,1975, as amended by the Companies (Amended)Act,1988 are nil.

14. INDUSTRIAL RELATIONS

Relations with the employees continued to remain cordial throughout the year.Your Directors wish to place on record their appreciation for sincere and dedicated services rendered by the executives, staff and workers at all levels.

15. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the sincere co-operation extended by the shareholders,Bankers and all other Government Agencies in carrying out the business of the Company.

By order of the Board of Directors

Kailash Chandra Shahra Chairman

Place: Indore Date : 13th August, 2014

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Mar 31, 2013

To, The Members

The Directors have pleasure in presenting 25th Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

1. OPERATIONAL PERFORMANCE

[ Rs. in lacs] [ Rs. in lacs] Financial Results 31.03.2013 30.09.2011 (18 Months) (18 Months)

Sales & Other Income 55478.03 101549.61

Gross Profit / (Loss) 922.46 3995.68

Depreciation and Financial Charges 693.01 2341.09

Profit / (Loss) before Tax 229.45 1654.59

Provision for Tax 45.91 329.77

Deferred Tax (Assets) / Liabilities 64.59 401.27

Profit / (Loss) after Tax 118.95 923.55

Exceptional Items 335.04

Profit after exceptional Items 118.95 1258.59

After transferring the Steel Division of the Company to its wholly owned subsidiary company namely, RSAL Steel Private Limited on 30th March, 2011, your Company is engaged only in trading activities of various products including steel and agro commodities. Your Company recorded a turnover of Rs. 55327.08 Lacs for the eighteen months ended 31st March, 2013 and net profit of Rs. 118.95 Lacs. As the previous year''s figures include the turnover from manufacturing activities which was transferred to subsidiary company hence, the same is not comparable with the figures of current year. However, the Company is exploring various other business opportunities.

SUBSIDIARY COMPANY

The Company is having a wholly owned subsidiary company viz RSAL Steel Private Limited which is engaged in manufacturing and trading of HR Coils, CRCA and other steel products. The Consolidated financial statements presented by the Company include the financial results of its subsidiary company. Further a statement containing the particulars prescribed by general circular issued by Ministry of Corporate Affairs, Government of India for Company''s subsidiaries is also forming part of the consolidated financial statements.

2. SALE OF COMPANY''S STEEL DIVISION

The Company has sold its Steel Division as a going concern with its Assets & Liabilities on as-is-where-is basis by way of ''Slump Sale'' to its wholly owned subsidiary company namely ''RSAL Steel Private Limited'' by entering into Slump Sale Agreement on 30th March, 2011. The Company has obtained the requisite sanctions/approvals from all its lender banks regarding transferring assets and liabilities from the Company to ''RSAL Steel Private Limited'' except transfer of Working Capital Term Loan (WCTL) from State Bank of India (SBI).

On 5th March, 2013, SBI granted the approval for transfer of WCTL from Ruchi Strips And Alloys Limited to RSAL Steel Private Limited. The Banks have approved the transfer of working capital limit and term loans with stipulation of corporate guarantee of our Company.

After receipt of approval the subsidiary company has taken steps to get registration of sale deed with Registrar, Dhar. Registration of sale deed is pending with them as and when the same will be completed our Company will take necessary steps to get satisfy the charges with Registrar of Companies.

3. DIVIDEND

Your Directors express their inability to recommend any dividend for the period under review, due to the need for conserving funds.

4. DIRECTORS

Mr. Arvind Mishra and Mr. Ashok Khasgiwala, Directors retire by rotation in accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company and being eligible, offer themselves for re- appointment.

5. CORPORATE GOVERNANCE

Corporate Governance Report is enclosed as a part of Director''s Report.

6. FIXED DEPOSITS

During the Financial Year, Company has accepted deposits in accordance with provisions of Section 58A of the Companies Act, 1956 and rules made there under.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, the Board confirms:

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

(ii) That 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 or loss of the Company for that period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo are nil during the period under review.

9. AUDITORS

M/s Arun Maheshwari & Co., Chartered Accountants, Auditors of the Company hold office upto the conclusion of forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your board recommends their reappointment.

10. AUDITOR''S REPORT

Report of the Auditors and their observations on the Accounts of the Company for the year under review is self- explanatory.

11. LISTING AT STOCK EXCHANGES

Company''s Equity Shares continues to be listed on Bombay Stock Exchange Limited (BSE).

12. CEO & CFO CERTIFICATION

The Board of Directors have received certificate from Managing Director and CFO under Clause 49(v) of listing agreement.

13. PARTICULARS OF EMPLOYEE''S

None of the employee of the Company was paid remuneration in excess of the limit. Therefore, the particulars of employees, as required by the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules,1975, as amended by the Companies (Amended) Act,1988 are nil.

14. INDUSTRIAL RELATIONS

Relations with the employees continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for sincere and dedicated services rendered by the executives, staff and workers at all levels.

15. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the sincere cooperation extended by the shareholders, Bankers and all other Government Agencies in carrying out the business of the Company.

By order of the Board of Directors

Place : Indore Kailash Chandra Shahra

Date : 9th August, 2013 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting 23rd Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

1. OPERATIONAL PERFORMANCE

(Rs. in lacs)

Financial Results 31.03.2010 31.03.2009

Sales & Other Income 67499.90 55398.58

Gross Profit/(Loss) 2907.53 (964.81)

Depreciation and Interest 2391.89 2349.76

Profit/(Loss) before Tax 515.64 (3314.57)

Provision for Tax 15.97 (29.43)

Deferred Tax (Assets)/Liabilities 175.18 1126.71)

Profit after Tax 324.49 (2158.43)

2. DIVIDEND

Due to inadequate profit of the Company in financial year 2009-10, your Directors express their inability to recommend any dividend for the year under review.

3. DIRECTORS

Shri Ashok Khasgiwala, Shri Manish Jain and Shri Navin Khandelwal, Directors retire by rotation in accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company and being eligible, offer themselves for re-appointment.

During the current year, Shri Santosh Kumar Shahra, Vice-Chairman of the Company has resigned from the Board after serving for more than 21 years. We sincerely appreciate and acknowledge the valued contribution made by him in the success and growth of the Company.

4. CORPORATE GOVERNANCE

Corporate Governance Report is enclosed as a part of Directors Report.

5. FIXED DEPOSITS

During the Financial Year, Company has accepted deposits in accordance with provisions of Section 58A of the Companies Act, 1956 and rules made there under.

6. PREFERENTIAL ALLOTMENT OF 95,47,075 EQUITYSHARES

The Board of Directors at their meeting held on 25* January 2010 have allotted 95,47,075 equity shares of Rs. 10/-each at premium of Rs. 1.05 per equity share on preferential basis to promoters and others and has complied with all applicable provisions.

7. ALLOTMENT OF 9,50,000 5% NON -CUMULATIVE REDEEMABLE PREFERENCE SHARES OF RS. 100/- EACH

The Board of Directors at their meeting held on 14th December, 2009 have allotted 9,50,000, 5% Non Cumulative Redeemable Preference Shares of Rs. 100/- each to its existing preference shareholders and has complied with all applicable provisions.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, the Board confirms:

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

(ii) that 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 or loss of the Company for that period;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(i v) that the Directors have prepared the Annual Accounts on a going concern basis.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

Details of Energy conservation and Research and Development activities undertaken by the Company alongwith the information in accordance with the provisions of section 21 7 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are given as Annexure to this Report.

10. AUDITORS

M/s Arun Maheshwari & Company, Chartered Accountants, Auditor of the Company hold office upto the conclusion of forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your board recommends their reappointment.

11. AUDITORS REPORT

Auditors Report is self-explanatory except qualification regarding confirmation and reconciliation of balances of debtors, creditors, advances and deposits. The same has been explained at Note no. 15 of Notes on Accounts.

12. LISTING AT STOCK EXCHANGES

Companys Equity Shares continue to be listed on Bombay Stock Exchange Limited (BSE).

13. CEO &CFO CERTIFICATION

The Board of Directors have received certificate from Managing Director and CFO under Clause 49(v) of listing agreement.

14. PARTICULARS OF EMPLOYEES

None of the employee of the company was paid remuneration in excess of the limit. Therefore, the particulars of employees, as required by the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules,1975, as amended by the Companies (Amendment) Act, 1988 are nil.

15. INDUSTRIAL RELATIONS

Relations with the employees continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for sincere and dedicated services rendered by the executives, staff and workers at all levels.

16. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the sincere cooperation extended by the shareholders, Bankers and all other Government Agencies in carrying outthe business of the Company.

By Order of the Board of Directors

Place: Indore Kailash Chandra Shahra

Date : 25th August, 2010 Chairman