Directors Report of India Homes Ltd.

Mar 31, 2025

To the Membersof India Steel Works Limited,

The Board of Directors of the Company is pleased to present the 38th (Thirty Eighth Annual Report), along with the financial
statements of the Company, for the financial year ended March 31.2025.

A brief summary of the Company''s performance is given below:

1. FINANCIAL HIGH LIGHTS:

Thesummarized financial results of the Company forth financial year 2024-25 are given hereunder:

Particulars	Yearended 31.03.2024	Yearended 31.03.2025
Sales including excise duty/lncome including Job work operations	81.6	0.75
Operating Profit (EBITDA)	27.92	-457.96
Finance Costs	1014.57	415.5
Provision for Depreciation	758.13	687.82
Profit/(Loss) before tax &	-1744 77	-1565.28
exceptional items	582,3	225.93
Currenttax	0	0
Profit/(Loss) aftertax	-1162.47	-1339.35
Items not to be classified to statement of Profit orLossin subsequent years	282.05	2 23
Total comprehensive income	-880.43	-1337.13

2. OPERATIONS/ COMPAN VS STATE OF AFFAIRS:

The manufacturing activities, including job work operations of the Company, have remained non-operational since long.
Consequently, the Gross Revenue for the year under review stood at Rs. 0.75 Lakh. In comparison, the revenue for the previous
financial year amounted to Rs. 81.60 Lakh, primarily comprised of scrap only.

Kotak Mahindra Bank Limited has taken possession of the Company''s factory premises in accordance with its rights as a
secured creditor The Management has successfully negotiated a one-time settlement with the Bank concerning its outstanding
dues In line with the approval granted by the members at the 36th Annual General Meeting, the Management Is in the process of
disposing of plant and machinery assets at the most realizable market value.

The Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench, had admitted a Company Petition filed by Stecol
International Private Limited (the "Operational Creditor") seeking initiation of the Corporate Insolvency Resolution Process
(CIRP) under the Insolvency and Bankruptcy Code. 2016 (IBC). Subsequently, the Hon''ble NCLT allowed the withdrawal of the
CIRP on November 25,2024

3. CHANGE INTHE NATURE OF BUSINESS:

There was no material change in the natureof business of the Company during the year under review.

However, the Management is actively considering the opportunities for a strategic shift in the Company''s operations, with a
focus on transitioning into real estate activities. This initiative is part of a broader plan to revive the Company in line with current
market dynamics and future growth potential,

The Board has approved to enter in to MOU / definitive Agreement with Lloyds Realty Developers Limited and Smartquip
Properties Private Limited for undertaking real estate development and monetisation of the land of the Company situated at
Village Vihari. Taluka Khalapur, District Raigad.

4. TRANSFER TO RESERVES:

In viewof lossesincurred, the Companyhas not transferred any amount to itsReserves.

5. DIVIDEND:

In view of the accumulated losses, the Directors regret their inability to recommend any dividend on the Equity Shares of the
Company forthe yearunder review.

However, the Directors recommend a dividend a! the rate of 0.01% on the total paid-up Preference Share Capital of the
Company for the financial year ended 31st March. 2025. The dividend will be payable to those Preference Shareholders whose
names appear in the Register of Members as on the Book Closure Date. The total dividend amounts to Rs. 75,513/-, inclusive of
taxon distributed profits

6. SHARE CAPITAL:

The Company''s Authorised Share capital during the financial year ended March 31. 2025. remained at Rs 107,00.00,000/-
(Rupees One Hundred and seven crores) divided into Rs 42,00,00,000 (Forty-two crores) Equity Shares of Re. 1/-(Rupee One)
each and 6.45,00,000 (Six crores and Forty-Five Lacs) Preference Shares of Rs.10/- (Rupees Ten) each and unclassified
shares of the value of Rs. 50.00.000 (Rupees Fifty Lacs).

The Company’s paid-up equity share capital remained at Rs.3980 81 Lakh comprising Rs. 3980.81 Lakh equity shares of Re.1/-
(Rupee one) each whereas the paid-up preference share capital of the Company for the financial year ending March 31,2025
was 6,418.59 Comprising 20,00,000 14% Cumulative Redeemable Preference shares, Rs 5.36,71,310 0.01% Cumulative
Redeemable Preference shares of Rs. 10/- each without voting rights & of 85,14,574 0.01% Cumulative Redeemable
Preference shares (Option Series) of Rs.10/- each without voting rights.

The company is in the negotiations with the preference shareholders for revised terms of redemption. During the year under
review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. During the
current financial year there was no change in the Capital structure of the Company.

7. DEPOSITS:

During the year under review, the Company has notaccepted any deposits from the public or shareholders under the applicable
provisions of the Companies Act. 2013 and the rules made thereunder. Accordingly, no amount remains outstanding as of the
end of the financi al year.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Thecomparty has not provided any loan or guarantee directly or indirectly to any person or body corporate, during the yearunder
review. The details of Investment, if any, covered under section 186 of the Companies Ad, 2013 are provided in the Financial
Statements 31 st March. 2025.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL
YEAR AND DATE OF REPORT:

There are no material changes and commitments made which may affect financial position of the Company between the end of
financial yearand date of report.

10. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the yearunder review, as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations ,2015. forms part of the Annual Report 2024-25. (Annexure-1)

11. CORPORATE GOVERNANCE:

The Company has implemented the provisions of Chapter IV of SEBI (LODR), 2015 relating to the Corporate Governance
requirements. A Report on Corporate Governance, the Report of Auditors Certificates thereofis given as annexure tothis report.
(Annexure-2)

12. BOARD MEETINGS:

The Board of Directors metfive (5) times during the financial year under review. The interval between two consecutive meetings
was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015.

TheCommrttees of the Board usually hold their meetings on the same day as the Board meetings.

Details regarding the composition of the Board and its Committees, the number of meetings held during the year, and the
attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of this Annual
Report,

13. DIRECTORS:

During the year under review the followings were the changes in the Board of Directors (‘Board) of the Company.

i. Appointment of Mr. Siddharth S. Gupta (DIN: 03640615) as a Whole-time Director designated as Jt. Managing
Director:

Based on the recommendation of the Nomination and Remuneration Committee, In accordance with the provisions of the
Companies Act. 2013 read with the Articles of Association of the Company Mr Siddharth S Gupta (DIN: 03640615) has
been appointed as a Whole-time Director designated as Jt. Managing Director of the Company for a period of 3 years
effective 22/11/2024 The appointment was duly approved by the members of the Company at the Extraordinary General
Meeting held on 21 st December, 2024.

ii. Appointment of Mr. Rajesh G. Pote( DIN :10287655) as an independent Director not liableto retire by rotation:

Based on the recommendation of the Nomination and Remuneration Committee. Mr. Rajesh G. Rote (DIN:10287655) was
appointed as an Additional Director of the Company with effect from November 22, 2024 & the Shareholders of the
Company at the Extra Ordinary General Meeting held on Saturday. December 21,2024, approved disappointment as an
Independent Director of the Company for a period of five years not liable to retire by rotation from November 22,2024 to
N ovem bar 21,2027.

iii. Re-appointment of Mrs. Priyanka V. Gupta as a Di rector liable to retire by rotation:

In accordance with the provisions of the Companies Act, 2013 read with the Articles of Association of the Company Mrs.
Priyanka V. Gupta (DIN: 08057096) retires from office by Rotation, and being eligible, offers herself for reappointment. The
Board recommends the members her appointmentas a Director of the Company liable to retire by rotation.

iv. Resignation of Directors:

There were no resig nationsof Directors from theBoardof Directors oftheCompany during thefinancialyear under review.

14. INDEPENDENT DIRECTORS:

The Independent Directors, in terms of Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), have confirmed that they are not aware of any
circumstance or situation, which exists or may be reasonably anticipated, that could impiair or impact their ability to discharge
theirduties with an objective independent judgement and withoutany external influence

Based upon the declarations received from the independent Directors, the Board of Directors has confirmed that they meet the
criteria of Independence as mentioned under Section 149(6) of the Act and Regulation 16 (1)(b) of SEBI Listing Regulations and
that they are independent of the Management.

In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the
Company and the Board is satisfied of the integnty. expertise, and experience (including proficiency in terms of Section 150(1) of
the Act and ap plicable rules thereunder) of all Independent Dinectorson the Board.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with
the Company, other than sitting fees and reimbursement of expenses Incurred by them for the purpose of attending meetings of
the Board/ Committees of the Company

15. KEY MANAGERIALPERSONNEL (‘KMP’):

In terms of the provisions of Sections 2(51) and 203 of the Act, the following are the KMPsofthe Company:

Mr. Sudhir H. Gupta, Executive Chairman.

Mr. Varun S. Gupla. Managing Director.

Mr.Siddharth S. Gupta, Jt Managing Director

Mr. NileshMatkar, Chief Financial Officer

Mr. Dilip Maharana, Company Secretary & Compliance officer.

16. AUDITCOMMITTE

The Committee has adopted a Charter to govern its operations In line with the recommendations of the Audit Committee and
pursuant to Section 177 of the Companies Act. 2013, the Board has formulated a policy for the selection, appointment, and
remuneration of both the Statutory Auditors and the Internal Auditor. More details of the same are given in the Corporate
Gove ma nca Report.

17. INTERNAL FINANCIAL CONTROL SYSTEM SAND THEIR ADEQUACY:

Your Company has internal financial controls with reference to financial statements. Risk management and internal control
frameworks are designed and implemented to manage rather than completely eliminated the risk of failure to achieve business
objectives.

18. RISK MANAGEMENT POLICY:

The Company has a nsk management policy to identify, mitigate elements of nsk, if any. which in the opinion of the Board may
threaten the existence of the company The Board of Directors and senior management team assess the operations and
operating environment to identify potential risks and take necessary mitigation actions

19. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Company has adopted a Whistle-Blower Policy, whereby employees are free to report
violations of laws, rules, and regulations, or unethical conduct to the Audit Committee. The details of the Whistle Blower Policy
are explained in the Corporate Governance Report and also posted on the website of the Company at www.indiasteel.in under
the head ''Investor Relations'' and the web link is provided in the Corporate Governance Report During the year the Audit
Co mmittee has n ot rece ived a ny ref ere nee un der the pol i cy.

20. SUBSIDIARY:

The Compa ny has no Subsidi ary or Associates Compa ny.

21. RELATED PARTY TRANSACTIONS:

The Company has made Related Party Transactions, as approved by the non- interested shareholders at the 37th Annual
General meeting of the Company. Required disclosures are madein Form No. AOC-2. Annexure-3.

On the recommendation of the Audit Committee, the Board of Directors has a Policy on Materiality of Related Party Transaction
and dealing with Related Party Transactions which is also uploaded on the website of the Company www.indiasteel.in under the
head ''Investor Relations'' and theweb link is provided inthe Corporate Governance Report.

The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the
applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in
accordance with the legal and accounting requirements All Related Party Transactions that were entered into during the
financial year were on arm’s length basis, in the ordinary course of business and were in compliance with the applicable
provisions of the Act and the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for
review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which
arepianned/repetitlveinnatureand omnibus approvals are taken as per the policy laid down for unforeseentransactions.
Related Party Transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for
its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. All the Related Party
Transactions under Ind AS -24 have been disclosed at the standalone financial state ments forming part of this An nu al Report.

22. CORPORATE SOCIAL RESPONSIBILITY:

The Company is committed to development that benefits society at large and upholds strong corporate values. We strive to grow
in a socially and environmentally responsible manner, while also meeting the interests of all our stakeholders. However, during
the year under review, due to the financial constraints and the overall state of affairs, the Company has not undertaken any CSR
initiatives, in accordance with the provisions that exempt companies incumng losses from mandatory CSR expenditure.

23. SIGNIFICANT AND MATE RIAL ORDERS PASSED BYTHE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of
the Company and its future operations except those mentioned elsewhere, if any, in the report/annexures forming part of this
report.

24. BOARD''S PERFORMANCE-ANNUAL EVALUATION:

In compliance with the provisions of the Companies Act. 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, thedirectors Individually
as well as the evaluation of the working of its Nominations Remuneration Committee. The manner in which devaluation was
carried out has been explained in the Corporate Governance Report.

25. FAMILIARIZATION PROGRAMME FOR DIRECTORS:

Every new Director including Independent Director of the Board attends an orientation program To familiarize the new Director/
Independent Director with the strategy, operations and functions of our Company, the Executive Directors/ Senior Managerial
Personnel make presentations to the new Director about the company''s strategy, operations, product and service and markets,
organization structure, human resources, technology quality facilities and risk management More details of the same are given
in the Corporate Governance Report

26. NOMINATION & REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection,
appointment and remuneration of Directors and Key Managerial Personnel in accordance with Section 178 of the Companies
Act 2013. More details of the same are given in the Corporate Governance Report

27. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors
make the following statements in terms of the Section 134(5) read with Section 134(5) of the Companies Act. 2013:

i. That in the preparation of the annual financial statements for the year ended March 31,2025, the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any;

ii. That such accounting policies, as mentioned in the Financial Statements as Significant Accounting Policies have been
selected and applied consistently and judgmentsand estimates have been made that are reasonableand prudent soas to
give a true and fair view of the stale of affairs of the company as at March 31,2025 and of the Loss of the Company for the
year ended on th at date;

iii. That properand sufficientcare has been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud
and otherirregularities:

iv. That the annual financial statements have been prepared on a going concern basis;

v. That proper internal financial controls were In place and that the financial controls were adequate and were operating
effectively;

vi. That proper system to ensure compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.

28. AUDITORS

A. STATU TORY AUDITORS & AUDIT REPORT:

M/s. LaxmikantKabra & Co LLP, Chartered Accountants, having Firm Registration No.: 117183W/ W100736 reappointed
as the Statutory Auditors of the Company for the second consecutive term of three years, from the conclusion of the 36th

Annua) General Meeting till the conclusion of the 39th Annual General Meeting to be held in the year 2026, to examine and
audit the accounts of the Company. The qualification, reservation or adverse remark or disclaimer made by the auditor in
the Statutory Au dit Report Issued by him to the members of the Company, are as follows
Audit Qualifications:

A. Oetailsof Audit Qualifications:

1. Adverse Opinion:

We have audited the Annual Financial Results of INDIA STEEL WORKS LIMITED (hereinafter referred to as
the''Company")fortheyearended March 31,2025and the Balance Sheet and the Statement of Cash Flows as
at and for the year ended on that date, attached herewith, being submitted by the Company pursuant to the
requirement of Regulation 33 and Regulation 52 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations. 2015. asamended (the’Usting Regulations''

hour opinion and to the best of our information and according to the explanations given to and with reference
to matters stated in the basis for adverse opinion and going concern paragraph, the Financials results:

1. are not presented in accordance with the requirements of Regulation 33 and Regulation 52(4) of the Listing
Regulations In this regard; and

ii. does not give a true and fair view in conformity with the recognition and measurement principles laid down in
the applicable accounting standards prescribed under Section 133 of the Companies Act, 2013 (the "Act") and
other accounting principlesgenarally accepted in India, of net loss and other comprehensive income and other
financial information of the Company for the year ended March 31, 2025, and he balance sheet and the
statementof cash flows as at and for the year ended on thatdate.

2. Going Concern:

TheCompany''scurrentliabilitiesexceededitscurrentassetsasofthe previous year balance sheet date.
Operations of the company has ceased since long and the company is not In the position to discharge its
liabilities. These events or conditions, along with other matters indicate that a material uncertainty exists that
may cast significant doubt on the Company’s ability to continue as a going concern. However, (he books of the
company are still prepared on historical cost basis. In our opinion the accounts of the company should not be
prepared on going concern basis i.e., the assets and liabilities of the company should be stated at net
realizable value. The financial statements do not adequately disclose this fact. We believe that the audit
evidence we have obtained is suffidentand appropriate to provide a basis for our adverse opinion

3. Basis for Adverse opinion

a. We have been informed that during the period, Kotak Mahindra Bank Limited has taken the possession of the
factory premises of the company situated at Zenith Compound, Village Viharl. Kahalapur District. Raigad. The
primary software used for bookkeeping, namely SAP, was not accessible due to the above. The company has
prepared the books of accounts in different software taking the balances of earlier year''s audited financials.
We were provided with alternative sources and backup books of accounts to facilitate our audit procedures.
Our condusionisbased on the information contained in the backup books that were made available to us. Due
to the limited availability of sufficient and appropriate evidence, we are unable to definitively verify or comment
on the accessibility of the books of accounts stored on SAP and their potential impact on the finandal
statements. Consequently, considering this limitation, we have conducted the audit using alternative
procedures to the extent feasible.

b. Inventories amounting to?13.534.32 Lakhs have not been valued at lower of cost or Net realisable valuewhich
is against the significant accounting policies of the company and is not consistent with Ind AS 2 “Inventories".
These inventories held by the company include obsolete and non-moving stock which are valued at cost and is
inconsistent with provisions of Ind AS 2 As per the information and documents provided to us, we are of the
opinion that work-in-progress amounting to ?10,508 94 Lakhs and Raw Material amounting to ?1,705 78
Lakhs held by the company can only fetch scrap value. In the absence of quantitative Information and
supporting documents of Finished Goods, Stock in Trade and Stores and Spares amounting to ,219.60
lakhs, we are unable to comment on carrying value of the same and its effect on the financial statements for the
year. Accordingly, we believe that the Net-worth of the company is overstated by the said amount

c. The Company has not provided us with the requisite information and details relating to transactions with
related parties as required under Indian Accounting Standard (Ind AS) 24 — Related Party Disclosures. In the
absence of such information, we were unable to obtain sufficient appropriate audit evidence to determine
whether the Company has appropriately identified, disclosed, and accounted for related party transactions in
accordance with Ind AS 24. Accordingly, we are unable to comment on whether such transactions, if any. were
conducted at arm''s length and their possible effects on the financial statements of the Company for the year
ended 31 03 2025

d. Company has not done physical verification or valuation of inventories. On account of the same we are unable
to comment on the physical status and / or recoverable value of such inventories

e. The company has shown insurance claim receivable amounting to ?1.997.69 Lakhs. The said claim has been
outstanding since long back and the same has not been approved by appropriate authority till date. In
conclusion, showing the said insurance claim as receivable is not showing true and fair view. On account of the
same assets of the company are overstated by ?1,997.69 Lakhs.

f. Confirmations of the balances of sundry creditors and debtors, loans and advances, Advances given to
suppliers and advances received from customers have not been obtained and they are subject to
reconciliations and subsequent adjustments if any As such we are unable to express any conclusion as to the
effecton the financial statements for the year.

g. Sufficient and appropriate documentary audit evidence in respect of Contingent liabilities was not provided to
us. As such we are unable todraw any conclusion as to the effect on the financial statements forthe year.

h. The company has not assessed the impact of various disputed statutory liabilities/ liabilities on account of
lawsuits as per the requirement of Ind AS 37 "Provision, Contingent Liabilities, Contingent Asset" and hence
the effect of the same, if any. on the financial results. The cases are pending with multiple tax authorities and
the said claims have not been acknowledged as debt by the company. Income booked on account of certain
lawsuits/ disputes are not as per the order passed. Accordingly, we are unable to comment on the effect of the
same.

i. The company has not assessed the Fair Value of various Assets and Liabilities as per the requirement of Ind
AS 103 “Fair Value Measurement", the effect of the same, If any, on the financial results is not identifiable
Therefore, we are unable to comment on its impact on the financial results for theyear ended March 31,2025,

j. The company has not reviewed the impairment of its tangible assets and other financial and non-finandal
assets as of March 31.2025. Hence, no provision In the books of account has been made by the Company. In
the absence of assessment of impairment/ provisions by the Company, we are unable to comment on the
recoverable amount regarding said items.

k. The company does not have an internal audit system to commensurate with the size and nature of its business.
Inabsenceofthesamewe are unable to comment whet her an ad equateintemal financial controls system over
financial reporting and such internal financial controls over financial reporting were operating effectively as of
March 31,2025

l. The statement of proper records maintained In India related to Foreign Branch, the Financial Statement of
Foreign Branch is not audited by us. Our conclusion is based on unaudited figures provided by the
management.

Managements Reply: -

Adverse Opinion {vide 1. Audit Qualifications}:

The Financial Results have been prepared on the basis of accrual Accounting Policy & uniform accounting practices

adopted for all periods. The Balance Sheet, P&L Account gives a true and fair view.

Going Concern Concept {vide 2. Audit Qualifications}:

The management believes that though the Current Liabilities of the Company exceeds Current Assets of the
Company, the Company, having positive net worth will be able to revive business induding exploring new business
opportunities.

Basis for adverse opinion:

{Kotak Mahindra Bank Limited factory possession vide 3.a: Audit Qualifications}:

The software used for book keeping up to 31/03/2023 was SAP. The balances shifted to different software namely
tally prime edit log in the year 2024 The tally prime edit log report as on 31/03/2025 was not generated due to
technical reason not provided.

Inventories (Vide 3.b: Audit Qualifications}:

The Company Is planning to put up a slag recovery plant This will enable recoverthe metal from slag and hence the
value of stocks wou Id not be eroded as pointed out by the auditors.

Raw Material amounting to?1,705.78: The major Raw Material of the Company is Steel Scrap and as such the same
has been valued at cost ormarket value w.e Is lower.

Detailsof Related Party Transactions: {vide 3.c: Audit Qualifications}:

The Company has provided all information relating to Related Party Transactions. All the related Party Transactions
have been made at arm''s length basis.

Physical verification or valuation of inventories {vide 3.d: Audit Qualifications}:

The factory is underpossession of Kotak Mahindra Bank Ltd, which do not allow physical verification.

Insurance {vide 3.e; Audit Qualifications}:

The Company has filed a consumer case for insurance claim before the NCDRC (National Consumer Dispute
Redressal Commission) in the year 2014. Thecase is pending for final hearing

Confirmations {vide 3.f:AuditQualifications}:

The Company has given balance confirmations from the partieshaving substantial claim.

Sufficient documents {vide 3.g: Audit Qualifications}:

The Company is in process of getting documentary evidences with respect to contingent liabilities wherever
pending.

Disputed Liabilities {vide 3.h: Audit Qualifications}:

It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the various pending
disputed statutory liabilities/ liabilities on account of lawsuits as the same are determinable only on receipt of
j udg ment s/ded sions pen din g with va ri qus foru ms/au thorit i es.

Most of the issues of litigation pertaining to Central Excise/Sales Tax/Customs are based on interpretation of the
respective Law & Rules thereunder

The Management believes that many of the issues raised by revenue will not be sustainable in law as they are
covered byjudgments of respectivejudicial authorities.

Fair Value {vide 3. i: Audit Qualifications}:

The company has not assessed the Fair Value of various Assets and Liabilities as per the requirement of Ind AS 103
"Fair Value Measurement''.

impairment of tangible Assets {vide 3.j: Audit Qualifications}:

The company has not reviewed theimpairmentof its tangible assetsand other financial and nonfinancial assets as of
March 31, 2025. Hence, no provision in the books of account has been made by the Company The management
believes that the Company will succeed to get Insurance Claims & MSEDCL claims as per the order of the apt

authorities.

Internal Audit System {vide 3. k: Audit Qualifications}:

The Company has appointed internal auditor during the FY 2024-25.

Records Related toForeign Branch {vide 3.1: Audit Qualifications):

The Foreign Branch (Singapore Branch) of the Company has no Assets & liabilities and the registration of the Branch
has been ceased.

B. S EC RETARIALAUDITOR & AUDIT REPORT:

Pursuant to the provisions ol Section 204 of the Companies Act. 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Mayor More, Mayur More &
Associates, Practicing Company Secretary M. No: A35249 COP: 13104, to undertake the Secretarial Audit of the
Company. The Report of the Secretarial Audit is annexed herewith asAnnexure-4.

CS Mayur More. Mayur More & Associates, Practicing Company Secretary M. No:A35249 COP 13104 is proposed to be
appointed on the basis of recommendation of the Board of Directors as the Secretarial Auditors of the Company for a
period of five years from the conclusion of this 38th Annual General Meeting till the conclusion of 43rd Annual General
Meeting of the Company pursuant to the provisions of Regulation 24A of SEBl (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013 and rules made thereunder, subject to
approval of shareholder of the company In the forthcoming Annual General Meeting of The Company. The Company has
received written consent of the Secretarial Auditors and confirmation to the effect that they are eligible and not disqualified
to be appointed as the Auditors of the Company in the terms of the provisions of the Listing Regulations, the Companies
Act. 2013 and the rules made thereunder. He may be assigned other permissible works under LOOR as approved by the
Board.

QUALIFICATIONS/OBSERVATIONS:

1. The Company has appointed Internal Auditor for the Financial Year ended 31.03.2025on 14/08/2024.

2. Board Meetings / Committee Meetings during the year under review are held giving Shorter Notices.
However, the independent Directors as required are present in the said Board/Commrttee Meetings.

3. Delay in submission of Shareholding pattern under Regulation 31 (Listing Obligations and Disclosure
Requirements) Regulation, 2015:

The Company has submitted the Shareholding PatternunderRegulation 31 for the Quarter ended:

- 31 st March, 2024 on 24/04/2024 (due date of submission on or before 30/04/2024).

- 30th June, 2024 on 06/11/2024 (due date of submission on or before 30/07/2024).

- 30th September, 2024 on 12/11/2024 (due date of submission on orbefore 30/10/2024)

- 31st December, 2024 on 18/03/2025 (due date of submission on orbefore 30/01/2025).

4. Delay in submission of Reconciliation of share Capital audit Report under Regulation 76 SEBl (Depositories
and Participants) Regulations,2018:

Reconciliation of Share Capital Audit Report for the Quarter ended:

- 31st March, 2024 on 25/04/2024 (due date of submission on or before 3Q''04/2024).

- 30th June, 2024 on 09/09/2024 (due date of submission on or before 21/07/2024).

- 30th September, 2024 on 29/10/2024 (due date of submission on or before 21/10/2024).

- 31stDeoember, 2024 on 17/03/2025 (due date of submission on orbefore 21/01/2025).

5. Delay in submission of Financial Results under Regulation 33 of SEBl (Listing Obligations and Disclosure
Requirements) Regulation, 2015:

- Annual Standalone Audited Financial Results for the financial year ended on 31st March,2024, should have been
submitted within sixty days from the end of the financial year i.e on or before 30/05/2024 submitted on 07/06/2024.

6. Delay in submission of Compliances-Certificate under Reg. 74(5) of SEBI (DP) Regulations, 2018 for:

- Quarter e nded 31/03/2024 submi tted on 24/04/2024 (due date on or before 15/4/ 2024)

- Quarter ended 30/06/2024 submitted on 11/11/2024 (due dateon or before 15/07/ 2024)

- Quarter ended 30/09/2024 submitted on 11/11/2024 (due date on or before 15/10/2024)

- Quarter ended 31/12/2024 submitted on 18/03/2025 (due date on or before 15/04 / 2025)

Managements Reply:

1. The Company has appointed Internal Auditor for the Financial Year ended 31.03.2025 on 14/08/2024.

There were no manufacturing activities since long. No incumbent was available to accept the position in the given
situation. However, the Company appointed Internal Auditor on14/08/2024.

2. Board Meetings / Committee Meetings during the year under review are held giving Shorter Notices.
However, the independent Directors as required are present in the said Board/Committee Meetings.

Some Board Meetings/ Committee Meetings during the year underrevieware held giving Shorter Notices. However,
the Independent Directors as required are present in the said Board/Committee Meetings as per secretarial
standard.

3. Delay in submission of Shareholding pattern under Regulation 31 (Listing Obligations and Disclosure
Requirements) Regulation, 2015:

There was delay in submission of the Shareholding Pattern under Regulation 31 for the Quarters as mentioned in the
Secretarial Audit Report, The management is of the view that it was inadvertent & directs to submit the same in time
in future.

4. Delay in submission of Reconciliation of share Capital audit Report under Regulation 76 SEBI (Depositories
and Participants) Regulations,2018:

There was delay in giving board meeting intimation as mentioned in the Secretarial Audit Report. The management
isof the view that it was inadvertent &directs to submit the sameintimeinfuture.

5. Delay in submission of Financial Results under Regulation 33 of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015:

There was defay in submission of Annual audited / quarterly unaudited financial results as mentioned in the
Secretarial Audit Report. The management is of the view that it was inadvertent & directs to consider & submit the
sameintime infuture.

6. Delay in submission of Compliances-Certificate under Reg. 74(5) of SEBI (DP) Regulations, 2018:

There was delay in submission of Compliances-Certificate under Reg. 74 (5)of SEBI (DP) Regulations. 2018 as
mentioned in the Secretarial Audit Report. The management is of the view that it was inadvertentA directs to
consider&submit the same in time in future.

C. COST AUDITORS&COSTRECORDS:

According to the Companies Act 2013 and the Companies (Audit and Auditors) Rules of 2014. the Company need to
appoint Cost Auditor to conduct cost audit, if the overall annual turnover of the company from all its products/ services
during the Immediately preceding financial year exceeds prescribed limits. As the Company has not carried out any
rnanufactunng activities, the Company is notrequired to appoint any cost Auditor to conduct cost audltin the Financial Year
2025-26.

However, the Company has not submitted CostAudit Report for the Financial Yearended 31st March, 2021. The Company
has received notice from MCA. In view of thesame. the Board of Directors has appointed cost auditor to conduct cost audit
ofthe Records of the FY 2021. Your Directors recommend the member''s for ratification of the remuneration payable to the
cost auditor.

D. INTERNALAUDITORS:

There were no manufacturing activities since long. No incumbent was available to accept the position in the given
situation However, the Board of Directors had appointed CA Mr. Rahul K. Dayama Proprietor Rahul K. Dayama &
Associates, Membership No. 178110, Interna I Auditor for the Financial Year 2024-25.

29. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors or Secretanal Auditors have not reported any instances of frauds committed
in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act. details of which needs to
be mentioned in this Report.

30. ANNUALRETURN:

Pursuant to Section 92(3) read with Section 134<3)(a) of the Act. the Annual Return as on March 31.2025 will be made available
on the Company''s website at www.indiasteel.ln. at Investors section. The Link of the same is: http://indiasteel.ln/pdfs/Annual
Retum/MGT-7-31-03-2025.pdf

31. TRANSFEROR AMOUNTS TOINVESTOR EDUCATION ANDPROTECTION FUND:

Your Company did not have any funds, being dividends lying unpaid or unclaimed fora period of seven years. Therefore, there
were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

32. CONSERVATION OFENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

There are no manufacturing activities since long therefore the particulars regarding conservation of energy, foreign exchange
earnings and outgo etc., as required under The Companies Act. 2013 read with The Companies (Accounts) Rules, 2014 are not
applicable However,anil report isgivenatAnnexure- 5.

33. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMAN AT WORK PLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT. 2013:

The Company has in place an Anti-Sexual Harassmen t Policy in line with the requirements of the Sexual harassment of women
at workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees)
are covered under this policy. There are no women employees in the Company during the year under review.

34. SECRETARIAL STANDARDSOFICSI:

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (TCSI''). During the Financial Year, your Company has
complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

35. MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 6 of the
Companies (Meetings of Board and its Powers) Rules, 2014 issued thereunder and Regulation 19 of the SEBI (LODR)
Regulations, 2015. the Board of Directors has formulated the Nomination and Remuneration Policy on the recommendations of
the Nomination and Remuneration Committee.

The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration
of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report. During
the year under review, the Company has not employed any individual whose remuneration falls within the purview of the limits
prescribed under the provisions of Section 197 ofthe Companies Act, 2013, read with Rule 5(2)of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the CompaniesAct. 2013 and
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014, are annexed as
Annexure-6.

In terms of the provisions of Section 197( 12) of the Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the
names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this
Report. The Report and the Annual Accounts are being sent to the Members excluding the aforesaid statement In terms of

Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in
obtainingsuch particulars may write to the Company Secretary [email protected].

36. GENERAL:

During the year, there were no transaction requiring disclosure or reporting in respectof matters relating to:

(a) details of deposits covered underChapterV of theAct;

(b) issueof equity shares with differential rights as to Dividend, voting orotherwise;

(c) issueofshares(includingsweatequityshares)toemployeesoftheCompany under any scheme;

(d) raising offundsthrough preferential allotmentorqualified institutions placement;

(e) The Company has not made any application under Bankruptcy Code. There are transactions requiring disclosure or
reporting in respect of matters relating to pendency of any proceeding against the Company under the Insolvency and
Bankruptcy Code, 2016 before National Company LawTnbunal(NCLT) Mumbai, NCLATNew Delhi are as follows:

Sr No.	NCLT Mumbai/ NCLAT New Delhi	Case No.	Party Details	Claim Amount	Date of Filling	Status
1	NCLT Mumbai Bench 2	CP(IB) 1264/2022	Stecol Internaional Private Limited	Rs. 2,06,54,089/-	05.11.2022	Petition was admitted by Hon''ble NCLT as per order dated 0 8.05.2024 stayed by Hon''ble NCLAT on 22.05.2024. Finally, the Hon''ble NCLT Mumbai bench allowed the withdrawal of the CIRP on November 25, 2024 & disposed of the petition.
2	NCLT	CP( IB) 336 OF 2024	Deepak kumar Gaur	Rs 2,03,28 136/-	22022024	The matter is not heard.

37. INDUST RIAL RELATIONS:

During the year under review, industrial relations remain cordial and peaceful.

38. ACKNOWLEDGEMENTS:

The Directors express their appreciation for co-operation and encouragement received from all the Shareholders, Business
Associates, investors and bankers during the year. The Directors also place on record their appreciation of the contribution
made by theemployees.

For and on behalf of the Board of Directors of
INDIA STEEL WORKS LIMITED

Sudhir H. Gupta

Executive Chairman
(DIN 00010853)

Place: Mumbai

Date: 21 st Mav 2025 _

---

Mar 31, 2024

The Board of Directors of the Company is pleased to present the 37th (Thirty Seventh Annual Report), along with the financial statements of the Company, for the financial year ended March 31,2024. A brief summary of the Company’s performance is given below:

1. FINANCIAL HIGHLIGHTS:

The summarized financial results of the Company for the financial year 2023-24 are given hereunder:

(Amount Rs. In Lacs)
Particulars	Yearended 31.03.2023	Year ended 31.03.2024
Sales including excise duty/Income including Job work operations	470.57	81.60
Operating Profit (EBITDA)	-1806.73	27.92
Finance Costs	822.32	1014.57
Provision for Depreciation	747.58	758.13
Profit/(Loss) before tax &	-3376.64	-1744.77
exceptional items	-219.35	582.30
Current tax	0.20	0.00
Profit/(Loss) after tax	-3595.80	-1162.47
Items not to be classified to statement of Profit or Loss in subsequent years	-116.63	282.05
Total comprehensive income	-3712.42	-880.43

2. OPERATIONS / COMPANY''S STATE OF AFFAIRS:

During the year under review, the gross revenue has reduced to Rs.81.60 Lakh as against Rs. 470.57 Lakh in the previous year.

Kotak Mahindra Bank Limited has taken the possession of the factory premises of the company. The manufacturing activities including job work of the Company has been closed. The financial position of the Company continues to be under severe stress.

Your management has put its best effort to bring the Banks across the table for a possible onetime settlement of their outstanding dues. As approved by the members at their 36th Annual General Meeting, the Management is in process to dispose of the plant /machineries at the most realizable value.

The Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench, vide its order dated 8th May 2024 had admitted the Company Petition filed by Stecol International Private Limited (“the Operational Creditor”) seeking to initiate Corporate Insolvency Resolution Process against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC) (“the Code”) and appointed Mr. Vallabh N Sawana, having registration No IBBI/IPA001/IP-P- 02652/2022- 2023/14114, as the Interim Resolution Professional.

In an appeal filed by the promoters with the Hon’ble NCLAT New Delhi (NCLAT) opposing the admission of the Company to Insolvency, NCLAT by its order dated 22nd May, 2024 stayed the impugned order of the NCLT. The Appellant promoters have deposited Rs.2,06,54,089/- before the Registry as per the NCLAT order.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no material change in the nature of business of the Company during the year.

4. TRANSFER TO RESERVES:

In view of losses incurred, your Company has not transferred any amount to its Reserves.

5. DIVIDEND:

Considering accumulated losses the Directors regret their inability to declare any dividend on Equity Shares of the Company during the year under review. However, your Directors are pleased to recommend a Dividend @ 0.01% on total paid up Preference share capital of the company for the financial year ended 31st March, 2024, payable to those Shareholders whose names appear in the Register of Members as on the Book Closure Date for the Financial Year 2023-24. The final dividend amounts to Rs. 75,513/- on total paid up preference shares inclusive of tax on distributed profits.

6. SHARE CAPITAL:

The Company’s Authorised Share capital during the financial year ended March 31, 2024, remained at Rs.107,00,00,000/-(Rupees One Hundred and seven crores) divided into Rs.42,00,00,000 (Forty two crores) Equity Shares of Re. 1/- (Rupee One) each and 6,45,00,000 (Six crores and Forty Five Lacs) Preference Shares of Rs.10/- (Rupees Ten) each and unclassified shares of the value of Rs. 50,00,000 (Rupees Fifty Lacs).

The Company’s paid-up equity share capital remained at Rs.3980.81 Lakh comprising Rs. 3980.81 Lakh equity shares of Re.1/-(Rupee one) each whereas the paid-up preference share capital of the Company for the financial year ending March 31,2024 was 6,418.59 Comprising 20,00,000 14% Cumulative Redeemable Preference shares, Rs. 5,36,71,310 0.01% Cumulative Redeemable Preference shares of Rs. 10/- each without voting rights & of 85,14,574 0.01% Cumulative Redeemable Preference shares (Option Series) of Rs.10/- each without voting rights.

The company is in the negotiations with the preference shareholders for revised terms of redemption.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. During the current financial year there was no change in the Capital structure of the Company.

7. FIXED DEPOSITS:

The Company has not accepted any deposits from the shareholders or public under applicable provisions of the Companies Act 2013 or rules made there under.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not provided any loan or guarantee directly or indirectly to any person or body corporate, during the year under review. The details of Investment covered under section 186 of the Companies Act, 2013 are provided in the Financial Statements 31st March, 2024.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments made which may affect financial position of the Company between the end of financial year and date of report.

10. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, forms part of the Annual Report 2023-24. (Annexure-1)

11. CORPORATE GOVERNANCE:

The Company has implemented the provisions of Chapter IV of SEBI (LODR), 2015 relating to the Corporate Governance requirements. A Report on Corporate Governance, the Report of Auditors Certificates thereof is given as annexure to this report. (Annexure-2)

12. BOARD MEETINGS:

The Board met nine times during the year under review. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. The Committees of the Board usually meet on the day of the Board meeting. Details of composition of the Board and its Committees as well as the meetings held during the year under review and Directors attending the same are given in the Corporate Governance Report.

13. DIRECTORS:

During the year under review the followings were the changes in the Board of Directors (‘Board’) of the Company.

i. Re-Appointment of Mr. Sudhir H. Gupta (DIN: 00010853) as a Director liable to retire by rotation:

In accordance with the provisions of the Companies Act, 2013 read with the Articles of Association of the Company Mr. Sudhir H. Gupta (DIN: 00010853) retires from office by Rotation, and being eligible, offers himself for reappointment. His re-appointment as such shall not in any way constitute a break in his existing office as the Whole-time Director (“the Executive Chairman”) of the Company. The Board re-commends the members his appointment as a Director of the Company liable to retire by rotation.

ii. Re-appointment of Mr. Varun S. Gupta (DIN: 02938137) as the Managing Director:

The term of Mr. Varun S. Gupta (DIN: 02938137) as the Managing Director ends on 14th November, 2024. The Board of Directors at its meeting held on 7th June, 2024, subject to approval of the shareholders, has appointed him, as Managing Director of the Company, for a period of 3 (three) years with effect from 15th November,2024. The Board re-commends his appointment for the approval of the members.

iii. Re-appointment of Mr. Sudhir H. Gupta (DIN: 00010853) as Whole-time Director designated as "Executive Chairman”:

The term of Mr. Sudhir H. Gupta (DIN: 00010853) as Whole-time Director designated as the Executive Chairman ends on 14th November, 2024. The Board of Directors at its meeting held on 7th June, 2024, subject to approval of the shareholders, has appointed him, as Whole-time Director designated as “Executive Chairman” of the Company, for a period of 3 (three) years with effect from 15th November,2024. The Board recommends his appointment for the approval of the members.

iv. Appointment of Mr. R. D. Ranjan (DIN: 08755116) as a Non-Executive Independent Director of the Company:

Based on the recommendation of the Nomination and Remuneration Committee, Mr. R. D. Ranjan was appointed as an Additional Director of the Company with effect from December 11,2023 & the Shareholders of the Company at the 2nd (‘EGM’ No.2/2023-24) Extra Ordinary General Meeting held on Monday, February 26, 2024, approved his appointment as an Independent Director of the Company for a period of five years not liable to retire by rotation from December 11,2023 to December 10, 2028.

v. Resignation of Directors:

Mrs. Sachi Madnani (DIN: 10045589), Mr. Santino Roco Morea (DIN: 01642189) Non-executive independent Directors and Mr. Bimal Desai (DIN: 00872271) Non-executive non-independent Directors resigned from the office of the respective directors of the Company during the year under review for their personal reasons.

14. INDEPENDENT DIRECTORS:

The Independent Directors, in terms of Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Based upon the declarations received from the independent Directors, the Board of Directors has confirmed that they meet the criteria of Independence as mentioned under Section 149(6) of the Act and Regulation 16 (1)(b) of SEBI Listing Regulations and that they are Independent of the Management.

In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committees of the Company.

15. KEY MANAGERIAL PERSONNEL (‘KMP’):

In terms of the provisions of Sections 2(51) and 203 of the Act, the following are the KMPs of the Company:

Mr. Sudhir H. Gupta, Executive Chairman.

Mr. Varun S. Gupta, Managing Director.

Mr. Nilesh Matkar, Chief Financial Officer.

Mr. Dilip Maharana, Company Secretary & Compliance officer.

16. AUDIT COMMITTEE:

The Committee has adopted a Charter for its functioning. The Board has, on the recommendation of the Audit committee, framed a policy for selection, appointment and remuneration of Statutory Auditors and internal Auditor in accordance with the Section 177 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.

17. INTERNALFINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place adequate internal financial controls with reference to financial statements. Risk management and internal control frameworks are designed and implemented to manage rather than completely eliminated the risk of failure to achieve business objectives.

18. RISK MANAGEMENT POLICY:

The Company has a risk management policy to identify, mitigate elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. The Board of Directors and senior management team assess the operations and operating environment to identify potential risks and take necessary mitigation actions.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has adopted a Whistle-Blower Policy, whereby employees are free to report violations of laws, rules, and regulations, or unethical conduct to the Audit Committee. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company at www.indiasteel.in under the head ‘Investor Relations’ and the web link is provided in the Corporate Governance Report. During the year the Audit Committee has not received any reference under the policy.

20. SUBSIDIARY:

The Wholly Owned Subsidiary namely Indinox Steels Private Limited was incorporated on 16/06/2018. The Company had invested Rs. 5,00,000/-(50000 Equity Shares of Rs.10/-each) as on date. The Wholly Owned Subsidiary has not commenced any business since its incorporation. As approved by the members in the Annual General Meeting held on 16th December, 2022, the Company has disposed of the investment in the said subsidiary on 22nd December, 2023. As the Company had no other Subsidiary or Associates, consolidation of Financial Statements of the Company for the Financial Year ended 31 03 2024, is not applicable.

21. INDIASTEELWORKS LIMITED (SINGAPORE BRANCH):

The Board has initiated procedures to close the branch office of the Company at Singapore effective 31st March, 2023 as there were no transactions since long.

22. RELATED PARTY TRANSACTIONS:

The Company has made Related Party Transactions, as approved by the non- interested shareholders at the 36th Annual General meeting of the Company. Required disclosures are made in Form No. AOC-2. Annexure-3

On the recommendation of the Audit Committee, the Board of Directors has a Policy on Materiality of Related Party Transaction and dealing with Related Party Transactions which is also uploaded on the website of the Company www.indiasteel.in under the head ‘Investor Relations’ and the web link is provided in the Corporate Governance Report.

The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in

accordance with the legal and accounting requirements. All Related Party Transactions that were entered into during the financial year were on arm’s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are planned / repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseen transactions.

Related Party Transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. All the Related Party Transactions under Ind AS-24 have been disclosed at the standalone financial statements forming part of this Annual Report.

23. CORPORATE SOCIAL RESPONSIBILITY:

The Company believes in development which is beneficial for the society at large and to practice the corporate values through commitment to grow in socially and environmentally responsible way while meeting the interest of our stake-holders. However, during the year, keeping in view of the state of affairs / financial conditions, the Company has not undertaken any CSR initiatives due to losses.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations except those mentioned in the report /annexures forming part of the report.

25. BOARD’S PERFORMANCE- ANNUAL EVALUATION:

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

26. FAMILIARIZATION PROGRAMME FOR DIRECTORS:

Every new Director including Independent Director of the Board attends an orientation program. To familiarize the new Director / Independent Director with the strategy, operations and functions of our Company, the Executive Directors/ Senior Managerial Personnel make presentations to the new Director about the company’s strategy, operations, product and service and markets, organization structure, human resources, technology quality, facilities and risk management. More details of the same are given in the Corporate Governance Report.

27. NOMINATION & REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel in accordance with Section 178 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.

28. DIRECTORS RESPONSIBILITYSTATEMENT:

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

i. That in the preparation of the annual financial statements for the year ended March 31,2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. That such accounting policies, as mentioned in the Financial Statements as ‘Significant Accounting Policies’ have been selected and applied consistently and judgments and estimates have been made 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 31,2024 and of the Loss of the Company for the year ended on that date;

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

iv. That the annual financial statements have been prepared on a going concern basis;

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

vi. That proper system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

29. AUDITORS:

I. STATUTORYAUDITORS & AUDIT REPORT:

M/s. Laxmikant Kabra & Co LLP, Chartered Accountants, having Firm Registration No.: 117183W/ W100736 reappointed as the Statutory Auditors of the Company for the second consecutive term of three years, from the conclusion of this 36th Annual General Meeting till the conclusion of the 39th Annual General Meeting to be held in the year 2026, to examine and audit the accounts of the Company. The qualification, reservation or adverse remark or disclaimer made by the auditor in the Statutory Audit Report issued by him to the members of the Company, are as follows:

(1) Adverse Opinion:

In the opinion of the Auditor with reference to matters stated in the basis for adverse opinion and going concern paragraph, the Financials results:

i. are not presented in accordance with the requirements of Regulation 33 and Regulation 52(4) of the Listing Regulations in this regard; and

ii. does not give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable accounting standards prescribed under Section 133 of the Companies Act, 2013 (the "Act") and other accounting principles generally accepted in India, of net loss and other comprehensive income and other financial information of the Company for the year ended March 31,2024, and the balance sheet and the statement of cash flows as at and for the year ended on that date.

(2) Going Concern:

The Company’s current liabilities exceeded its current assets as of the previous year balance sheet date. Operations of the company has ceased since long and the company is not in the position to discharge its liabilities. These events or conditions, along with other matters indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. However, the books of the company are still prepared on historical cost basis. In our opinion the accounts of the company should not be prepared on going concern basis i.e., the assets and liabilities of the company should be stated at net realizable value. The financial statements do not adequately disclose this fact. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our adverse opinion.

(3) Basis for Adverse Opinion

a. We have been informed that during the period, Kotak Mahindra Bank Limited has taken the possession of the factory premises of the company situated at Zenith Compound, Village Vihari, Kahalapur District, Raigad. The primary software used for bookkeeping, namely SAP, was not accessible due to the above. The company has prepared the books of accounts in different software taking the balances of earlier year’s audited financials. We were provided with alternative sources and backup books of accounts to facilitate our audit procedures. Our conclusion is based on the information contained in the backup books that were made available to us. Due to the limited availability of sufficient and appropriate evidence, we are unable to definitively verify or comment on the accessibility of the books of accounts stored on SAP and their potential impact on the financial statements. Consequently, considering this limitation, we have conducted the audit using alternative procedures to the extent feasible.

b. Inventories amounting to Rs. 13,535.30 Lakhs have not been valued at lower of cost or Net realisable value which is against the significant accounting policies of the company and is not consistent with Ind AS 2 “Inventories”. These inventories held by the company include obsolete and non-moving stock which are valued at cost and is inconsistent with provisions of Ind AS 2. As per the information and documents provided to us, we are of the opinion that work-inprogress amounting to Rs. 10,609.92 Lakhs and Raw Material amounting to Rs. 1,705.78 Lakhs held by the company can only fetch scrap value. In the absence of quantitative information and supporting documents of

Finished Goods, Stock in Trade and Stores and Spares amounting to Rs. 1,219.60 lakhs, we are unable to comment on carrying value of the same and its effect on the financial statements for the year. Accordingly, we believe that the Net-worth of the company is overstated by the said amount.

c. Company has not done physical verification or valuation of inventories. On account of the same we are unable to comment on the physical status and/ or recoverable value of such inventories.

d. During the period, the company recognized a reversal of Rs. 552.83 Lakhs in its financial statements, which pertains to an amount payable to the Maharashtra State Electricity Distribution Co. Ltd (MSEDCL). The company has submitted an application to the Consumer Grievances Redressal Forum of MSEDCL seeking the reversal of this amount. However, as of the date of this report, the application has not been approved. In our opinion, recognizing this reversal without approval does not present a true and fair view of the company''s financial position. Consequently, the profit and net worth of the company have been overstated by Rs. 552.83 Lakhs.

e. During the period, the company wrote off Rs. 594.36 Lakhs In its financial statements related to employee benefits, including salaries, wages, and statutory dues associated with these salaries. The company’s management holds the opinion that these dues are no longer payable as they pertain to employees who have left the company without serving the required notice period. However, these dues were originally payable while the employees were still with the company and writing them off solely because the employees have left is incorrect. Furthermore, the statutory dues associated with these salaries were reversed without filing any claim with the appropriate department. In our opinion, recognizing this write-off as income does not present a true and fair view of the company''s financial position. Consequently, the profit and net worth of the company have been overstated by Rs. 594.36 Lakhs.

f. Company has shown insurance claim receivable amounting to Rs. 1,120.27 Lakhs. The said claim is outstanding since long back and the same has not been approved by appropriate authority till date. In our opinion, showing the said insurance claim as receivable is not showing true and fair view. On account of the same assets of the company are overstated by Rs. 1,120.27 Lakhs.

g. Confirmations of the balances of sundry creditors and debtors, loans and advances, Advances given to suppliers have not been obtained and they are subject to reconciliations and subsequent adjustments if any. As such we are unable to express any opinion as to the effect on the financial statements for the year.

h. Sufficient and appropriate documentary audit evidence in respect of Contingent liabilities was not provided to us. As such we are unable to express any opinion as to the effect on the financial statements for the year.

i. The company has not assessed the impact of various disputed statutory liabilities/ liabilities on account of lawsuits as per the requirement of Ind AS 37 “Provision, Contingent Liabilities, Contingent Asset” and hence the effect of the same, if any, on the financial results. The cases are pending with multiple tax authorities and the said claims have not been acknowledged as debt by the company.

j. The company has not assessed the Fair Value of various Assets and Liabilities as per the requirement of Ind AS 103 “Fair Value Measurement”, the effect of the same, if any, on the financial results is not identifiable. Therefore, we are unable to comment on its impact on the financial results for the year ended March 31,2024.

k. The company has not reviewed the impairment of its tangible assets and other financial and non-financial assets as of March 31,2024. Hence, no provision in the books of account has been made by the Company. In the absence of assessment of impairment/ provisions by the Company, we are unable to comment on the recoverable amount regarding said items.

Managements Reply:

- Adverse Opinion {vide 1. Audit Qualifications}: The Financial Results have been prepared on the basis of accrual

Accounting Policy & uniform accounting practices adopted for all periods. The Balance Sheet, P&L Account gives a true

and fair view.

- Basis for adverse opinion {vide 3. Audit Qualifications}: The software used for book keeping up to 31/03/2023 was

SAP. The balances shifted to different software namely tally prime edit log. The tally prime edit log reports on 31/03/2024

was provided.

- Going Concern Concept {vide 2. Audit Qualifications}: The management believes that though the Current Liabilities of the Company exceeds Current Assets of the Company, the Company, having positive net worth will be able to revive business including exploring new business opportunities.

-Inventories {Vide 3.b Audit Qualifications}: The Company is planning to put up a slag recovery plant. This will enable recover the metal from slag and hence the value of stocks would not be eroded as pointed out by the auditors. Raw Material amounting to %1,705.78: The major Raw Material of the Company is Steel Scrap and as such the same has been valued at cost or market value which ever is lower.

-Physical verification or valuation of inventories {vide 3.c Audit Qualifications}: The factory is under possession of Kotak Mahindra Bank Ltd » which do not allow physical verification,

-MSEDCL Claim {Vide 3.d: Audit Qualifications): The management believes that the reversal amount will be approved by the Hon’ble CGRF. The Company has received L Hon''ble CGRF Order in similar earlier claim.

Written off of Employee benefits {Vide 3.e: Audit Qualifications}: Many employees have left the company without giving required notice. The Management has adjusted the salary in lieu of Notice against their pending Salary. Substantially this resulted in receivable from many outgoing / ex- employees. So it is decided not to account for unpaid salary /notice pay. As and when the Accounts of employees will be finalised on case to case basis this will be reflected in the accounts. Consequently, the benefits against such employees are not accounted and the same will be accounted when considered on case to case basis.

- Insurance {vide 3.f. Audit Qualifications}: The Company has filed a consumer case for insurance claim before the NCDRC (National Consumer Dispute Redressal Commission) in the year 2014. The case is pending for final hearing.

-Confirmations {vide 3.g. Audit Qualifications): The Company has given balance confirmations from the parties having substantial claim.

-Sufficient documents {vide 3.h. Audit Qualifications}: The Company is in process of getting documentary evidences with respect to contingent liabilities wherever pending.

-Disputed Liabilities {vide 3.i. Audit Qualifications}: Itis not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the various pending disputed statutory liabilities/ liabilities on account of lawsuits as the same are determinable only on receipt of Judgments/decisions pending with various forums/authorities. Most of the issues of litigation pertaining to Central Excise/Sales Tax/Customs are based on interpretation of the respective Law & Rules thereunder, The Management believes that many of the issues raised by revenue will not be sustainable in law as they are covered by judgments of respective judicial authorities.

-Fair Value {vide 3.j. Audit Qualifications}: The company has not assessed the Fair Value of various Assets and Liabilities as per the requirement of Ind AS 103 “Fair Value Measurement”.

-Impairment of tangible Assets {vide 3.k. Audit Qualifications}: The company has not reviewed the impairment of its tangible assets and other financial and nonfinancial assets as of March 31, 2024. Hence, no provision in the books of account has been made by the Company. The management believes that the Company will succeed to get Insurance Claims. & MSEDCL claims as per the order of the apt authorities.

II. SECRETARIAL AUDITOR & AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Reena T. Parekh, proprietor Reena S. Modi & Associates (ACS 25346 & CP No. 12621) Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as “Annexure - 4”. QUALIFICATIONS/OBSERVATIONS:

(1) The Company has not appointed Internal Auditor for the Financial Year ended 31.03.2024.

(2) Board Meetings / Committee Meetings during the year under review are held giving Shorter Notices. However, the independent Directors as required are present in the said Board/Committee Meetings.

(3) Delay in submission of Shareholding pattern under Regulation 31 (Listing Obligations and Disclosure Requirements) Regulation, 2015:

The Company has submitted the Shareholding Pattern under Regulation 31 for the Quarter ended:

- 31st March, 2023 on 27/05/2023 (due date of submission on or before 21/04/2023).

- 30th June, 2023 on 08 09 2023 (due date of submission on or before 21/07/2023).

- 31st December, 2023 on 24 01 2024 (due date of submission on or before 21/01/2024).

(4) Delay in submission of Reconciliation of share Capital audit Report under Regulation 76 SEBI (Depositories and Participants) Regulations, 2018:

Reconciliation of Share Capital Audit Report for the Quarter ended:

-31 03 2023 submitted on 15/06/2023 (due date of submission on or before 30/04/2023).

-30 06 2023 submitted on 15/09/2023 (due date of submission on or before 30/07/2023).

-31 12 2023 submitted on 08/02/2024 (due date of submission on or before 30/01/2024).

(5) Delay in submission of Secretarial Compliance report under Regulation 24 A (Listing Obligations and Disclosure Requirements) Regulation, 2015

Secretarial Compliance Report issued by Practicing Company Secretary for the year ended March 31,2023 submitted on 20/07/2023 (due date on or before 30 05 2023).

(6) Delay in giving intimation of the Board Meeting under Regulation 29(2) / 29(3) SEBI (Listing Obligations & disclosures Requirements) regulations, 2015.

-The intimation to hold board meeting scheduled on 18 07 2023 to consider financial results for the Financial Year ended 31 03 2023 was given on 16 07 2023 which should have been given on or before 12 07 2023.

-The intimation to hold board meeting scheduled on 14 08 2023 to consider financial results for the quarter 30 06 2023 should have been given on or before 08 08 2023. It was given on 10 08 2023.

-The intimation to hold board meeting scheduled on 20 12 2023 to consider financial results for the quarter 30 09 2023 should have been given on or before 14 12 2023. It was given on 19 12 2023.

-The intimation to hold board meeting held on 16 01 2024 to consider financial results for the quarter 31 12 2023 should have been given on or before 10 01 2024. It was given on 12 01 2024.

(7) Delay in submission of Financial Results under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015:

-Annual audited financial results (Stand Alone & Consolidated) for the financial year ended on 31st March,2023, should have been submitted within sixty days from the end of the financial year i.e on or before 30 05 2023 submitted on 18 07 2023.

-Quarterly Un-audited financial results (Stand Alone & Consolidated) for the Quarter 30.09.2023, should have been submitted within 45 days from the end of the quarter on or before 14.11.2023 submitted on 20.12.2023.

-Quarterly Un-audited financial results (Stand Alone & Consolidated) for the Quarter ended 31.12.2023, should have been submitted within 45 days from the end of the quarter on or before 14.02.2024. However only Stand Alone financial results submitted on 16.01.2024.

(8) Delay in submission of Compliances-Certificate under Reg. 74 (5) of SEBI (DP) Regulations, 2018 for:

- Quarter ended 31 03 2023 submitted on 25-05-2023 (due date 15 04 2023)

- Quarter ended 30 06 2023 submitted on 15-09-2023 (due date 15 07 2023)

- Quarter ended 31 12 2023 submitted on 29-01-2024 (due date 15 01 2024)

(9) Delay in submission of Compliance Certificate Under Regulation 40 (9) Of The SEBI (LODR) Regulations 2015 From Practicing Company Secretary for The Year Ended March 31,2023 submitted on 15.06.2023(Due date 30 04 2023).

(10) Delay in submission of Compliance Certificate - Regulation 7(3) Of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 For The Year Ended 31st March, 2023 submitted on 31.05.2023 (Due date 30 04 2023).

Managements Reply:

(1) The Company has not appointed Internal Auditor for the Financial Year ended 31.03.2024.

There were no manufacturing activities since long. No incumbent was available to accept the position in the given situation. However the Company is in process to appoint Internal Auditor in the current year.

(2) Board Meetings / Committee Meetings during the year under review are held giving Shorter Notices. However, the independent Directors as required are present in the said Board/Committee Meetings.

The Board & Committee Meetings are held giving Shorter Notices. However, the independent Directors as required are present in the said Board/Committee Meetings.

(3) Delay in submission of Shareholding pattern under Regulation 31 (Listing Obligations and Disclosure Requirements) Regulation, 2015:

There was delay in submission of the Shareholding Pattern under Regulation 31 for the Quarters as mentioned in the Secretarial Audit Report. The management is of the view that it was inadvertent & directs to submit the same in time in future.

(4) Delay in submission of Reconciliation of share Capital audit Report under Regulation 76 SEBI (Depositories and Participants) Regulations, 2018:

There was delay in submission of Reconciliation of Share Capital Audit Report for the Quarter for the Quarters as mentioned in the Secretarial Audit Report. The management is of the view that it was inadvertent & directs to submit the same in time in future.

(5) Delay in submission of Secretarial Compliance report under Regulation 24 A (Listing Obligations and Disclosure Requirements) Regulation, 2015

There was delay in submission of Secretarial Compliance Report issued by Practicing Company Secretary for the year ended March 31,2023 as mentioned in the Secretarial Audit Report. The management is of the view that it was inadvertent & directs to submit the same in time in future.

(6) Delay in giving intimation of the Board Meeting under Regulation 29(2) / 29(3) SEBI (Listing Obligations & disclosures Requirements) regulations, 2015.

There was delay in giving board meeting intimation as mentioned in the Secretarial Audit Report. The management is of the view that it was inadvertent & directs to submit the same in time in future.

(7) Delay in submission of Financial Results under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015:

There was delay in submission of Annual audited / quarterly unaudited financial results as mentioned in the Secretarial Audit Report. The management is of the view that it was inadvertent & directs to consider & submit the same in time in future.

(8) Delay in submission of Compliances-Certificate under Reg. 74 (5) of SEBI (DP) Regulations, 2018 for:

There was delay in submission of Compliances-Certificate under Reg. 74 (5) of SEBI (DP) Regulations, 2018 as mentioned in the Secretarial Audit Report. The management is of the view that it was inadvertent & directs to consider & submit the same in time in future.

(9) Delay in submission of Compliance Certificate Under Regulation 40 (9) Of The SEBI (LODR) Regulations 2015 From Practicing Company Secretary for The Year Ended March 31,2023 submitted on 15.06.2023(Due date 30 04 2023).

There was delay in submission of Compliances-Certificate under Regulation 40 (9) Of The SEBI (LODR) Regulations 2015 as mentioned in the Secretarial Audit Report. The management is of the view that it was inadvertent & directs to consider & submit the same in time in future.

--

(10) Delay in submission of Compliance Certificate - Regulation 7(3) Of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 For The Year Ended 31st March, 2023 submitted on 31.05.2023 (Due date 30 04 2023).

There was delay in submission of Compliances-Certificate under Regulation 7(3) Of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as mentioned in the Secretarial Audit Report. The management is of the view that it was inadvertent & directs to consider & submit the same in time in future.

III. COST AUDITORS & COST RECORDS:

According to the Companies Act of 2013 and the Companies (Audit and Auditors) Rules of 2014, the Company need to appoint Cost Auditor to conduct cost audit, if the overall annual turnover of the company from all its products / services during the immediately preceding financial year is rupees one hundred crore or more and the aggregate turnover of the individual product(s)/service(s) for which cost records are required to be maintained under the rule is rupees thirty-five crore or more. The total turnover of the Company, including other income, during the Financial Year ended 31 03 2023 was Rs.6.60 Crore (In the Financial Year ended 31 03 2024 nil). In view of the same the Company has not appointed any cost Auditor to conduct cost audit in the Financial Year 2024-25.

IV. BRANCH AUDITOR:

The Company has branch outside India at Singapore. The Directors have initiated procedures to close the same as there are no transactions since long. In view of the same the Directors have not recommended for branch auditors appointment.

V. INTERNALAUDITORS:

There were no manufacturing activities since long. No incumbent was available to accept the position in the given situation. However, the Company is in process to appoint Internal Auditor in the current year.

30. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors or Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

31. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 will be made available on the Company’s website at www.indiasteel.in. at investors section. The Link of the same is : http://indiasteel.in/pdfs/Annual_Return/MGT-7-31-03-2024.pdf

32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds, being dividends lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

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

The Company had adopted the generally accepted technology for its products. There are no manufacturing activities since long but the particulars regarding conservation of energy foreign exchange earnings and outgo are given in “Annexure - 5” as required under The Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 and forms part of this report.

34. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during FY2023-24. There are no women employees in the Company during the year under review.

35. SECRETARIAL STANDARDS OF ICSI:

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial

Standards issued by the Institute of Company Secretaries of India (‘ICSI’) and that such systems were adequate and operating effectively. During the Financial Year, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

36. MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 issued thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Board of Directors has formulated the Nomination and Remuneration Policy on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report. During the year under review, the Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as “Annexure -6”.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Report. Further, the Report and the Annual Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at [email protected]

37. OTHER MATERIAL INFORMATION:

During the year under review, the Company has stopped its manufacturing activities. It has obtained approval of the Shareholders at the EGM held on Monday, February 26, 2024, to carry on real estate activities i.e the business of builders, contractors, erectors, constructors of buildings, houses, apartment etc.,

38. GENERAL:

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

(a) details of deposits covered under Chapter V of the Act;

(b) issue of equity shares with differential rights as to Dividend, voting or otherwise;

(c) issue of shares (including sweat equity shares) to employees of the Company under any scheme;

(d) raising of funds through preferential allotment or qualified institutions placement;

(e) instance of one-time settlement with any bank or financial institution;

(h) The Company has not made any application under Bankruptcy Code. There are transactions requiring disclosure or reporting in respect of matters relating to pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016 before National Company Law Tribunal (NCLT) Mumbai, NCLAT New Delhi are as follows:

Sr No.	NCLT Mumbai/ NCLAT New Delhi	Case No.	Party Details	Claim Amount	Date of Filling	Status
1	NCLT Mumbai Bench 2	CP(IB)161/MB/2022	Kiran Kumar Mallegowda	Rs.74,87,527/-	23-09-2021	Matter settled and disposed of as per Consent Terms.
2	NCLT Mumbai Bench 5	CP(IB) 1264/2022	Stecol Internaional Private Limited	Rs. 2,06,54,089/-	05.11.2022	Petition is admitted by Hon''ble NCLT as per order dated 08.05.2024

Sr No.	NCLT Mumbai/ NCLAT New Delhi	Case No.	Party Details	Claim Amount	Date of Filling	Status
3	NCLAT New Delhi	Company Appeal (AT) Ins No. 1025 of 2024	Varun Gupta V/s ISWL (Stecol International Private Limited)	Order dated 08.05.2024 challenged by preferring appeal before the Hon''ble NCLAT.	17.05.2024	Stay Granted by its Order dated 22.05.2024 against Order dated 08.05.2024 by Hon''ble NCLAT
4	NCLAT New Delhi	Company Appeal (AT) Ins No. 857 of 2024	Kotak Mahindra Bank Limited	Challenging order of dismissal of Petition filed by Kotak Mahindra Bank (Second Petition)	08.03.2024	Adj for Reply / Rejoinder
5	NCLT	CP (IB) 336 of 2024	Deepak Kumar Gaur	2,03,28,136/-	22.02.2024	For Filing our reply

39. INDUSTRIAL RELATIONS:

During the year under review, industrial relations remain cordial and peaceful.

40. ACKNOWLEDGEMENTS:

The Directors express their appreciation for co-operation and encouragement received from all the Shareholders, Business Associates, Dealers, and Insurers, vendors, investors and bankers during the year. The Directors also place on record their appreciation of the contribution made by the employees.

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Mar 31, 2023

The Board of Directors of the Company is pleased to present the Thirty Sixth Annual Report, along with thefinancial statements of the Company, for the financial year ended March 31,2023. A brief summary of the Company''s standalone and consolidated performance is given below:

1. FINANCIAL HIGHLIGHTS:

The summarized financial results of the Company for the financial year 2022-23 are given hereunder:

(Amount Rs. In Lacs)

Particulars	Standalone		Consolidated
	Yearended 31.03.2023	Yearended 31.03.2022	Year ended 31.03.2023	Yearended 31.03.2022
Sales including excise duty/lncome including Job work operations	470.57	2,380.79	470.57	2,380.79
Operating Profit (EBITDA)	-1806.73	-5,237.28	-1808.15	-5,238.73
Finance Costs	822.32	789.70	822.33	789.70
Provision for Depreciation	747.58	755.17	747.58	755.17
Profit/(Loss) before tax & exceptional items	-3376.64	-6,782.15	-3378.06	-6,783.60
Exceptional Items	-219.35	1,715.16	-214.35	1,715.16
Current tax	0.20	0.00	0.20	0.00
Profit/(Loss) after tax	-3595.80	-5,066.99	-3592.21	-5,068.44
Items not to be classified to statement of
Profit or Loss in subsequent years	-116.63	104.13	-116.63	104.13
Total comprehensive income	-3712.42	-4,962.86	-3708.84	-4,964.31

2. OPERATIONS/COMPANY''S STATE OF AFFAIRS:

During the year under review, the gross revenue has reduced to Rs. 659.92 Lakh as against Rs. 3277.75 Lakh in the previous year. The performance of the Company was low during the year under review due to inadequate supply of raw material, working capital and COVID 19 Pandemic situation. The manufacturing activities including job work of the Company has been closed since June, 2022. There are continuous discussions with the workers union, lenders, potential investors and suppliers to revive the operations.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no material change in the nature of business of the Company during the year.

4. TRANSFER TO RESERVES:

In view of losses incurred, your Company has not transferred any amount to its Reserves.

5. DIVIDEND:

Considering accumulated losses the Directors regret their inability to declare any dividend on Equity Shares of the Company during the year under review. However, your Directors are pleased to recommend a Dividend @ 0.01% on total paid up Preference share capital of the company for the financial yearended 31st March, 2023, payable to those Shareholders whose names appear in the Register of Members as on the Book Closure Date for the Financial Year 2022-23. The final dividend amounts to Rs. 75,513/- on total paid up preference shares inclusive of tax on distributed profits.

6. SHARE CAPITAL:

The Company''s Authorised Share capital during the financial year ended March 31, 2023, remained at Rs.107,00,00,000/-

(Rupees One Hundred and seven crores) divided into 42,00,00.000 (Forty two crores) Equity Shares of? 1/- (Rupee One) each and 6,45,00,000 (Six crores and Forty Five LacsJPreference Shares of? 10/- (Rupees Ten) each and unclassified shares of the value of? 50,00,000 (Rupees Fifty Lacs). Increase in Authorised Share Capital pursuant to members approval at the Annual General Meeting held on 16th December, 2022 has not been effected due to pending submission of required forms with Ministry of Corporate affairs.

The Company''s paid-up equity share capital remained at ?. 3980.81 Lakh comprising ? 3980.81 Lakh equity shares of ? 1 each whereas the paid-up preference share capital of the Company for the financial year ending March 31,2023 was ? 6,418.59 Comprising 20,00,000 14% Cumulative Reedemable Preference shares, 5,36,71,310 0.01% Cumulative Reedemable

Preference shares of ?. 10/- each without voting rights & of 85,14,574 0.01% Cumulative Reedemable Preference shares (Option Series) of ?10/- each without voting rights. The company is in the negotiations with the preference shareholders for revised terms of redemption.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. During the current financial year there was no change in the Capital structure of the Company.

7. FIXED DEPOSITS:

The Company has not accepted any deposits from the shareholders or public under applicable provisions of the Companies Act 2013 or rules made there under.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not provided any loan or guarantee directly or indirectly to any person or body corporate, during the year under review. The details of Investment covered under section 186 of the Companies Act, 2013 are provided in the Financial Statements 31 st March, 2023.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments made which may affect financial position of the Company between the end of financial yearand date of report.

10. SUBSIDIARY:

The Wholly Owned Subsidiary namely Indinox Steels Private Limited was incorporated on 16/06/2018. The Company has invested Rs. 5,00,000/-(50000 Equity Shares of Rs.10/-each) as on date. The Wholly Owned Subsidiary has not commenced any business since its incorporation. As approved by the members in the Annual General Meeting held on 16th December, 2022, the Company is in process of closing the said subsidiary.

The Consolidated Financial Statements of the Company and its subsidiary, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (''Ind AS’), form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

A report on the financial position of the subsidiary company as per the Companies Act, 2013 (''the Acf) is provided in Form AOC-1 (Annexure-A) which is attached to the financial statements.

11. INDIA STEEL WORKS LIMITED (SINGAPORE BRANCH):

The Board has initiated procedures to close the branch office of the Company at Singapore effective 31st March, 2023 as there were no transactions since long. The Directors recommend the resolution in the notice of the Annual General Meeting to approve /ratify the closure.

12. RELATED PARTY TRANSACTIONS:

The Company has made Related Party Transactions, as approved by the non- interested shareholders at the 35th Annual General meeting of the Company. Required disclosures are made in Form No. AOC-2 (Annexure-B).

On the recommendation of the Audit Committee, the Board of Directors has a Policy on Materiality of Related Party Transaction and dealing with Related Party Transactions which is also uploaded on the website of the Company www.indiasteel.in under the head ‘Investor Relations’and the weblink is provided in the Corporate Governance Report. The Policy envisages the procedure

governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the legal and accounting requirements.

All Related Party Transactions that were entered into during the financial year were on arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are planned / repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseen transactions.

Related Party Transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. All the Related Party Transactions under Ind AS-24 have been disclosed at the standalone financial statements forming part of this Annual Report.

13. KEY MANAGERIALPERSONNEL(‘KMP’):

In terms of the provisions of Sections 2(51) and 203 of the Act, the following are the KMPs of the Company:

Mr. Sudhirl I. Gupta, Executive Chairman.

Mr. Varun S. Gupta, Managing Director

Mr. Nilesh Matkar, Chief Financial Officer

Mr. Dilip Maharana, Company Secretary & Compliance officer.

14. CORPORATE SOCIAL RESPONSIBILITY:

The Company believes in development which is beneficial for the society at large and to practice the corporate values through commitment to grow in socially and environmentally responsible way while meeting the interest of our stake-holders. However, during the year, the Company has not undertaken any CSR initiatives due to losses.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has adopted a Whistle-Blower Policy, whereby employees are free to report violations of laws, rules, and regulations, or unethical conduct to the Audit Committee. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company at www.indiasteel.in under the head ''Investor Relations'' and the weblink is provided in the Corporate Governance Report. During the year the Audit Committee has not received any reference under the policy.

16. RISK MANAGEMENT POLICY:

The Company has a risk management policy to identify, mitigate elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. The Board of Directors and senior management team assess the operations and operating environment to identify potential risks and take necessary mitigation actions.

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

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

18. DIRECTORS:

i. Re-Appointment of Mr. Varun S. Gupta (DIN: 02938137) as a Director liable to retire by rotation:

In accordance with the provisions of the Companies Act, 2013 read with the Articles of Association of the Company Mr. Varu S. Gupta (DIN: 02938137) retires from office by Rotation, and being eligible, offers himself for reappointment. The Board re-commend the members his appointment as a Directorof the Company liable to retire by rotation.

ii. Appointment of Mrs. Sachi Madnani(DIN: 05117360) as a Non-Executive, Independent Director of the Company.

Based on the recommendation of the Nomination and Remuneration Committee, Mrs. Saachi Madnani (DIN: 10045589) was appointed as an Additional Director of the Company with effect from March 27, 2023 & the Shareholders of the

Company at the EOGM (EGM No. 1/2023-24) held on Friday, June 23,2023, approved her appointment as an Independent Director of the Company not liable to retire by rotation.

19. DECLARATIONS BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 16 (1) (B) of SEBI (LODR), 2015.

20. BOARD’S PERFORMANCE-ANNUAL EVALUATION:

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee. The manner in which the evaluation was been carried out has been explained in the Corporate Governance Report.

21. BOARD MEETINGS:

During the year, Eight Board Meetings were convened and held. The details are given in the Corporate Governance Report. There was no Board Meeting held during the first quarter of the Financial Year 2022-23 viz. Quarter ended 30th June,2022.The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Circulars issued in this behalf.

22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Every new Independent Director of the Board attends an orientation program. To familiarize the new Independent Director with the strategy, operations and functions of our Company, the Executive Directors/ Senior Managerial Personnel make presentations to the new Independent Director about the company’s strategy, operations, product and service and offerings, markets, organization structure, human resources, technology quality, facilities and risk management. More details of the same are given in the Corporate Governance Report.

23. NOMINATION & REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel in accordance with Section 178 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.

24. AUDITCOMMITTEE POLICY:

The Board has, on the recommendation of the Audit committee, framed a policy for selection, appointment and remuneration of Statutory Auditors and internal Auditor in accordance with the Section 177 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.

25. DIRECTORS RESPONSIBILITY STATEMENT:

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

i. That in the preparation of the annual financial statements for the year ended March 31,2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. That such accounting policies, as mentioned in the Financial Statements as ''Significant Accounting Policies’ have been selected and applied consistently and judgments and estimates have been made 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 31,2023 and of the Loss of the Company for the year ended on that date;

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

iv. That the annual financial statements have been prepared on agoing concern basis;

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

vi. That proper system''s to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

26. AUDITORS:

A. STATUTORY AUDITORS & AUDIT REPORT:

The Company has received a letter from M/s Laxmikant Kabra & Co., Chartered Accountants (Firm Registration No. 117183W), regarding their eligibility for the continuing appointment as statutory Auditors of the Company for a continuous period of three years from the ensuing Annual General Meeting. The said auditors were appointed effective Annual General Meeting held on 20th August, 2018 for a period of 5 years.

The qualification, reservation or adverse remark or disclaimer made by the auditor in the Statutory Audit Report issued by him to the members of the Company, are asfollows:

1. Going Concern:

The Company’s current liabilities exceeded its current assets as of the previous year balance sheet date. Operations of the company has ceased since long and the company is not in the position to pay off its liabilities. These events or conditions, along with other matters indicate that a material uncertainty exists that may cast significant doubt on the Company''s ability to continue as a going concern. However, the books of the company are still prepared on historical cost basis. In our opinion the accounts of the company should not be prepared on going concern basis i.e., the assets and liabilities of the company should be stated at net realizable value. The financial statements do not adequately disclose this fact. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

2. Basis forQualified Opinion:

a. Inventories amounting to ?13,607.12 Lakhs have not been valued at lower of cost or Net realizable value which is against the significant accounting policies of the company and is not consistent with Ind AS 2 “Inventories". These inventories held by the company include obsolete and non-moving stock which are valued at cost and is inconsistent with provisions of Ind AS 2. As per the information and documents provided to us, we are of the opinion that work-in-progress amounting to ^10,609.92 Lakhs and Raw Material amounting to ?1,739.54 Lakhs held by the company can only fetch scrap value. In the absence of quantitative information and supporting documents of Finished Goods, Stock in Trade and Stores and Spares amounting to ?1,257,65 lakhs, we are unable to comment on carrying value of the same and its effect on the financial statements forthe year.

b. Company has not done physical verification or valuation of inventories. On account of the same we are unable to comment on the physical status and / or recoverable value of such inventories.

c. Company has shown insurance claim receivable amounting to ?1,120.27 Lakhs. The said claim is outstanding since long back and the same has not been approved by appropriate authority till date. In our opinion, showing the said insurance claim as receivable is not showing true and fair view. On account of the same assets of the company are overstated by ^1.120.27.

d. Confirmations of the balances of sundry creditors and debtors, loans and advances, Advances given to suppliers have not been obtained and they are subject to reconciliations and subsequent adjustments if any. As such we are unable to express any opinion as to the effect on the financial statements for the year.

e. Sufficient and appropriate documentary audit evidence in respect of Contingent liabilities were not provided to us. As such we are unable to express any opinion as to the effect on thefinancial statements for the year.

f. The company has not assessed the impact of various disputed statutory liabilities/ liabilities on account of lawsuits as per the requirement of Ind AS 37 “Provision, Contingent Liabilities, Contingent Asset” and hence the effect of the same, if any, on the financial results. The cases are pending with multiple tax authorities and the said claims have not been acknowledged as debt by the company.

g. The company has not assessed the Fair Value of various Assets and Liabilities as per the requirement of Ind AS 103 “Fair Value Measurement", the effect of the same, if any, on thefinancial results is not identifiable. Therefore, we are unable to comment on its impact on thefinancial results for the year ended March 31,2023.

h. The company has not reviewed the impairment of its tangible assets and other financial and non- financial assets as of March 31, 2023. Hence, no provision in the books of account has been made by the Company. In the absence of assessment of impairment/ provisions by the Company, we are unable to comment on the recoverable amount regarding said items.

Managements Reply:

1. Going Concern Concept:

The management believes that though the Current Liabilities of the Company exceeds Current Assets of the Company, the Company, having positive net worth will be able to revive business including exploring new business opportunities.

2. (a) Inventories amounting to 713,607.12 Lakhs have not been valued at lower of cost or Net realizable value:

The inventories are stated at the lowerof the Cost and net realiasable value.

(b) Company has not done physical verification or valuation of inventories:

The inventories are stated at the lowerof the Cost and net realiasable value.

(c) Company has shown insurance claim receivable amounting to ?1,120.27 Lakhs:

The management believes that the Company will succeed to get Insurance Claims

(d) Confirmations of the balances of sundry creditors and debtors:

The Company is in process of getting balance confirmations from the parties belonging to trade payables and trade receivables, loans and advances, advances to suppliers. However, pending confirmations from trade receivable and trade payable, for loans and advances, advances to suppliers will not affect the financials of the Company.

(e) Documentary audit evidence in respect of Contingent liabilities:

The Company is in process of getting documentary evidences with respect to contingent liabilities wherever pending.

(f) impact of various disputed statutory liabilities/ liabilities on account of lawsuits:

It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the various pending disputed statutory liabilities/ liabilities on account of lawsuits as the same are determinable only on receipt of judgments/decisions pending with various forums/authorities. Most of the issues of litigation pertaining to Central Excise/Sales Tax/Customs are based on interpretation of the respective Law & Rules thereunder. The Management believes that many of the issues raised by revenue will not be sustainable in law as they are covered by judgments of respective judicial authorities.

(g) The company has not assessed the Fair Value of various Assets and Liabilities

The company has not assessed the Fair Value of various Assets and Liabilities as per the requirement of Ind AS 103 "Fair Value Measurement".

(h) impairment of its tangible assets and other financial and nonfinancial assets as of March 31,2023.

The company has not reviewed the impairment of its tangible assets and other financial and nonfinancial assets as of March 31,2023. Hence, no provision in the books of account has been made by the Company. The management believes that the Company will succeed to get Insurance Claims & MSEDCLclaims as perthe orderofthe apt authorities.

B. SECRETARIAL AUDITOR & AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. the Company has appointed Mrs. ReenaT. Parekh. proprietor ReenaS. Modi & Associates (ACS 25346 & CP No. 12621) Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the SecretarialAudit is annexed herewith as “Annexure -C”.

QUALIFICATIONS/OBSERVATIONS:

1. The Company has not filed form MGT-7 for the financial year ended 31.03.2021 & 31.03.2022.

2. The Company has not filed form AOC-4 for the financial year ended 31.03.2022.

3. The Company has not filed form SH-7 for increase in authorized share capital approved at the extra-ordinary

general meeting of the Company held on 14.02.2022 and also at the AGM held on 16th December, 2022.

4. The Company has not filed cost audit report CRA-4for the financial year ended 31st March, 2021 & 31st March, 2022.

5. The Company has not filed Form CRA-2 for the appointment of cost Auditor to carry out cost Audit for the Financial Year 2021 -22 & Financial Year 2022-23.

6. There was no Board Meeting held during the quarter ended 30th June, 2022 as required under Secretarial Standard on Meetings of the Board of Directors (2.1)

7. The Company has not appointed Internal Auditor in the year 2022-23.

8. Delay in submission of Reconciliation of Share Capital Audit Report under Regulation 76 of SEBI (Depositories and Participants)Regulations, 2018.

(i) Reconciliation of Share Capital Audit Report for the Quarter ended 31/03/2022 was required to be submitted within 30 days of the end of quarter Viz. on or before 30/04/2022. Instead, it was submitted on 05/05/2022.

(ii) The Company did not submit Reconciliation of Share Capital Audit Report for the Quarter ended 30/06/2022 within 30 days of the end of quarter Viz. on or before 30/07/2022. It was submitted on 20/12/2022.

(iii) The Company did not submit Reconciliation of Share Capital Audit Report for the Quarter ended 30/09/2022 within 30 days of the end of quarter Viz. on or before 30/10/2022. It was submitted on 20/12/2022.

9. Delay in submission of the Shareholding Pattern for the quarter ended 31st March, 2022, Quarter ended 30th June,2022 & Quarter ended 30th September,2022 under Regulation 31 Listing Obligations and Disclosure Requirements) Regulation, 2015.

(i) The Shareholding Pattern for the quarter ended 31st March, 2022 should have been filed on or before 21/04/2022. However It was submitted on 3/05/2022. For the delay in submission BSE has levied penalty Rs. 28320 /-including GST. The Company has paid the penalty levied forthe noncompliance.

(ii) The Shareholding Pattern for the Quarter ended 30th June,2022 should have been filed on or before 21/07/2022. However It was submitted on 30/11/2022. The Company has paid the penalty levied forthe noncompliance.

(iii) The Shareholding Pattern for the Quarter ended 30th September,2022 should should have been filed on or before 21/10/2022. However It was submitted on 30/11/2022. The Company has paid the penalty levied for the noncompliance.

10. Delay in submission of Certificate of practicing Company Secretary under Regulation 40 (9) of the SEBI (LODR) Regulations 2015.

Certificate under Regulation 40 (9) of the SEBI (LODR) Regulations 2015 from Practicing Company Secretary for the year ended March 31, 2022 that all certificates have been issued within thirty days of the date of lodgement for transfer, subdivision, consolidation, renewal, exchange or endorsement of calls/allotment monies etc., required to be submitted with Stock Exchange u/r40(10) within 30days from the end of FY 31 03 2022 submitted on 05/05/2022.

11. Delay in submission of Certificate under Regulation 7(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Certificate under Regulation 7(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring all activities in relation to share transfer facility are maintained by Registrar to an issue and share transfer agent registered with the Board, was required to be submitted on or before 30 04 2022 was Submitted on 2 52022.

12. There was no Board Meeting held during the calendar quarter i.e period from 01.04.2022 to 30.06.2022.

There was no Board Meeting held during the calendar quarter i.e period from 01.04.2022 to 30.06.2022. However, there were more than four board meetings held during the calendar quarter with maximum interval of one hundred and twenty days between any two consecutive Meetings.

13. Delay in submission of Annual audited financial results (Stand Alone & Consolidated) for the financial year, 31st March, 2022.

Annual audited financial results (Stand Alone & Consolidated) for the financial year, 31st March, 2022 should have been submitted within sixty days from the end of the financial year i.e on or before 30 05 2022 Regulation 33(3)(d) of the SEBI (Listing Obligations & disclosures Requirements ) regulations ,2015. It was submitted on 29 07 2022. The Company has paid the penalty with GST.

14. The intimation to hold board meeting held on 29 07 2022 to consider financial results for the fy 31 03 2022

The intimation to hold board meeting held on 29 07 2022 to consider financial results for the fy 31 03 2022 should have been given on or before 23 07 2022. It was given on 28 07 2022. The Company has paid the penalty including GST.

15. Non-compliance with the requirements pertaining to the composition of the Board including failure to appoint woman director within 3 months from date of the Vacancy or in the next board meeting which ever earlier.

Mrs. Priyanka V. Gupta was appointed as Additional Women Director on the Board on 15.07.2022.Approval of Shareholders was not taken within 3monthsof her appointment. She resigned on 14.11.2022. Vacancy Should be filled on or before the Board Meeting of the Company held on 14th February, 2023. Mrs. Sachi Madnani was appointed as Additional Women Director on the Board on 27.03.2023.Penalty was levied by the Stock exchanges paid by the Company with GST.

Managements Reply:

1. The Company is in process of filing form MGT-7 for the financial year ended 31.03.2021 & 31.03.2022.

2. The Company is in process of form AOC-4 forthe financial year ended 31.03.2022.

3. The Company is in process of form SH-7 for increase in authorized share capital approved at theAGM held on 16th December, 2022 passed in supersession to the resolution passed at extra-ordinary general meeting of the Company held on 14.02.2022 .

4. The Company is in process of filing cost audit report CRA-4 for thefinandal year ended 31 st March, 2021 & 31 st March, 2022.

5. The Company is in process of filing Form CRA-2forthe appointment of cost Auditor to carry out cost Audit for the Financial Year 2021-22 & Financial Year 2022-23.

6. There was no Board Meeting held during the quarter ended 30th June, 2022 as required under Secretarial Standard on Meetings of the Board of Directors (2.1). The Company will apply for compounding of the offence with apt authorities in due course.

7. The Company is in process of filing form forthe appointment of the internal Auditor.

8. Due to unavoidable reasons there was, inadvertently, a delay in submission of Reconciliation of Share Capital Audit Report under Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018. forthe (i) Quarter ended 31/03/2022 (ii) for the Quarter ended 30/06/(iii) for the Quarter ended 30/09/2022.

9. Due to unavoidable reasons there was, inadvertently, a delayin submission of the Shareholding Pattern forthe (i) quarter ended 31st March, 2022, (ii) Quarter ended 30th June,2022 (ii) Quarter ended 30th September,2022 under Regulation 31 Listing Obligations and Disclosure Requirements) Regulation, 2015.

10. Due to unavoidable reasons there was, inadvertently, a delay in submission of Certificate of practicing Company Secretary under Regulation 40 (9) of the SEBI (LODR) Regulations 2015.

11. Due to unavoidable reasons there was, inadvertently, a delay in submission of Certificate under Regulation 7(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. Due to unavoidable reasons one Board Meeting could not be held during the calendar quarter i.e period from 01.04.2022 to 30.06.2022. The Company will apply for compounding of the offence with apt authorities indue course.

13. Due to unavoidable reasons there was, inadvertently, a delay in submission of Annual audited financial results (Stand Alone & Consolidated) forthe financial year, 31st March, 2022.

14. Due to unavoidable reasons intimation to hold board meeting held on 29 07 2022 to consider financial results for the fy 31 03 2022 was sent after due date.

15. There was a Non-compliance with the requirements pertaining to the composition of the Board including failure to appoint

woman director within 3 months from date of the Vacancy or in the next board meeting which ever earlier, as there were no Woman Director available for the appointment. Mrs. Sachi Madnani was appointed as Additional Women Director on the Board on 27.03.2023 which was approved by the members at the EOGM held on 23 06 2023.

C. COST AUDITORS&COST RECORDS:

The Company is maintaining the Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. According to the CompaniesActof2013 and the Companies (Audit and Auditors) Rules of 2014. the Company need to appoint Cost Auditor to conduct cost audit, if the overall annual turnover of the company from all its products/services during the immediately preceding financial year is rupees one hundred crore or more and the aggregate turnover of the individual product(s)/service(s) for which cost records are required to be maintained under the rule, is rupees thirty five crore or more. The total turnover of the Company, including other income, during the Financial Year ended 31 03 2022 was Rs.32.78 Crore and In the Financial Year ended 31 03 2023 was Rs. 6.60Crore. In view of the Company has not appointed any cost Auditor to conduct cost audit in the Financial Year 2023-24.

D. BRANCH AUDITOR:

The Company has branch outside India at Singapore. The Directors have initiated procedures to close the same as there are no transactions since long. In view of the same the Directors have not recommended for branch auditors appointment.

E. INTERNALAUDITORS:

The Internal Auditors reports are reviewed by the Audit Committee on periodical basis.

27. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors or Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place adequate internal financial controls with reference to financial statements. Risk management and internal control frameworks are designed and implemented to manage rather than completely eliminated the risk of failure to achieve business objectives. The Company has internal Auditor to have check on the adequacy of controls in the overall operations and functioning of various departments.

29. ANNUALRETURN:

Pursuant to Section 92(3) read with Section 134(3)(a)of the Act, the Annual Return as on March 31,2023 will be made available on the Company''s website at www.indiasteel.in. Pursuant to Section 92(3) of the Companies Act, 2013 (''the Act'') read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return in Form MGT-7 is available on the website of the Company at www.indiasteel.in at investors section.

30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds, being dividends lying unpaid or unclaimed fora period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund(IEPF).

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

The Company has adopted the generally accepted technology for its products. Particulars regarding conservation of energy foreign exchange earnings and outgo are given in “Annexure - D" as required under The Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 and forms part of this report.

32. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual harassment Policy in line with the requirements of the Sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during FY 2022-23.

33. SECRETARIAL STANDARDS OF ICSI:

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (''ICSI'') and that such systems were adequate and operating effectively. During the Financial Year, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) except holding of a board meeting during the first quarter ended 30th June, 2022.

34. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)e of theSEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, forms part of the Annual Report.

35. CORPORATE GOVERNANCE:

The Company has implemented the provisions of Chapter IV of SEBI (LODR), 2015 relating to the Corporate Governance requirements. A Report on Corporate Governance, the Report of Auditors Certificates thereof is given as annexure to this report.

36. MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 issued thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Board of Directors has formulated the Nomination and Remuneration Policy on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

During the year under review, the Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as “Annexure -E".

37. OTHER MATERIAL INFORMATION:

During the year under review, the Company has stopped its manufacturing activities. The Company has initiated negotiations with employees for settlement.

38. GENERAL:

I) During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

(a) details relating to deposits covered under Chapter V of the Act;

(b) issue of equity shares with differential rights as to Dividend, voting or otherwise;

(c) issue of shares (including sweat equity shares) to employees of the Company under any scheme;

(d) raising of funds through preferential allotment or qualified institutions placement;

(e) instance of one-time settlement with any bank or financial institution;

(f) fraud reported by Statutory Auditors;

(g) any change in the nature of business.

(h) The Company has not made any application under Bankruptcy Code. There are transactions requiring disclosure or reporting in respect of matters relating to pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016 before National Company Law Tribunal (NCLT) Mumbai are as follows:

Sr No.	NCLT Mumbai Bench No.	Case No.	Party Details	Claim Amount	Date of Filling	Status
1	Bench 2	CP(IB)161/MB/2022	Kiran Kumar Mallegowda	Rs.74,87,527/-	23-09-2021	Pending for final argument
2	Bench 1	CP(IB)4027/MB/2019	IFGL Refractories	Rs. 15,00,000/-	14-11-2019	Disposed Off on 06/09/2022

Sr No.	Bench No.	Case No.	Party Details	Claim Amount	Date of Filling	Status
3	Bench 4	CP(IB)1000/MB/2021	Kotak Mahindra Bank	Rs. 13,77,85,111/-	09-10-2021	Pending for Final Argument
4	Bench 1	CP(IB)3282/MB/2019	S. K. Traders	Rs. 11,62,198/-	11-09-2019	Disposed Off on 04/01 12022
5	Bench 4	CP(IB)1085/MB/2021	Sai Petroleum	Rs. 4,92,530/-	25-10-2021	On last date of hearing on 18.10.2022 matter adjourned in view of the pending Supreme Court Judgement. No next date is updated on website of NCLT till date of this report.
5	Bench 5	CP(IB) 1264/2022	Stecol Intemaional Private Limited	Rs.1,16,47,874/-	05-11-2022	Next date is 29.08.2023 for filina reolv

II) INDUSTRIAL RELATIONS:

During the year under review, industrial relations at the Company''s unitcontinued to remain cordial and peaceful.

III) GREEN INITIATIVE:

To minimize the impact on the environment, the Company has been circulating the copy of the Annual Report in electronic format to all those members whose email addresses are available with the Company.

IV) ACKNOWLEDGEMENTS:

The Directors express their appreciation for co-operation and encouragement received from all the Shareholders, Business Associates, Dealers, and Insurers, vendors, investors and bankers during the year. The Directors also place on record their appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, cooperation and support.

For and on behalf of the Board of Directors of INDIA STEEL WORKS LIMITED

Sudhir H. Gupta

Executive Chairman (DIN: 00010853)

Place: Mumbai Date: 14th August, 2023

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Mar 31, 2018

Dear Members,

The Directors present their 31^st Annual Report and the Company''s Audited Accounts for the financial year ended 31^st March, 2018.

1. FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year 2017-18 are given hereunder:

(Rs. in Lakh)

Particulars	Year ended 31.3.2018	Year ended 31.3.2017
Sales including excise duty/Income including Job work operations	96729.01	114907.79
Operating Profit(EBITDA)	3011.09	3774.91
Finance Costs	1674.43	1900.44
Provision for Depreciation	840.68	1836.29
Profit /(Loss) before tax & exceptional items	495.98	38.18
Exceptional Items	-76.53	-
Current tax	-	-3.25
Profit /(Loss) after Tax	419.45	34.94
Items not to be classified to statement of profit or Loss in subsequent years	88.70	-5.86
Exceptional Items	-76.53	-
Total comprehensive income	508.15	29.07

2. INDIAN ACCOUNTING STANDARDS (Ind AS)

In accordance with the notification issued by the Ministry of Corporate Affairs (MCA), your Company is required to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act 2013 read with rule 3 of the Companies (Indian Accounting Standards Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 with effect from 1st April 2017. Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014 Accordingly the Company has adopted Indian Accounting Standard ("Ind AS") with effect from 1st April 2017 with the transition date of 1st April 2016 and the financial Statements for the year ended 31st March 2018 has been prepared in accordance with Ind AS. The financial statements for the year ended 31st March 2017 have been restated to comply with Ind AS to make them comparable.

The effect of the transition from IGAAP to Ind AS has been explained by way of an reconciliation in the Financial Statements.

3. CHANGE IN THE NATURE OF BUSINESS

There was no material change in the nature of business of the Company during the year.

4. OPERATIONS

During the year under review, the gross revenue has reduced to Rs. 99682.86 lakh as against Rs. 115911.90 lakh in the previous year. The performance of the Company was low in last year due to inadequate supply of raw material. The Company had entered into long term arrangements with Sikkim Ferro Alloys Ltd and Trison Impex for long term benefits of the Company but unexpectedly Sikkim Ferro Alloys Ltd and Trison Impex are not performing. This had a negative effect on performance. The Company has adopted useful life method for calculation of depreciation under IND AS which has resulted in reduction of depreciation expenses.

5. DIVIDEND

Keeping in view the need for strengthening financial soundness of the company and considering accumulated losses the Directors regret their inability to declare any dividend on Equity Shares during the year under review. However, your Directors are pleased to recommend a Final Dividend @ 0.01% on total paid up Preference share capital of the company for the financial year ended 31st March, 2018, payable to those Shareholders whose names appear in the Register of Members as on the Book Closure Date for the Financial Year 2017-18. The final dividend amounting to Rs. 75,513/- on total paid up preference shares inclusive of tax on distributed profits.

6. FINANCE:

(i) Share Capital

The paid-up Equity Share Capital as on 31^st March, 2018 was Rs. 3980.81 Lakh. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

(ii) Fixed Deposits

The Company has not accepted any deposits from the shareholders or public under applicable provisions of the Companies Act 2013 or rules made there under.

(iii) Particulars of loans, guarantees or investments

The company has not provided any loan or guarantee directly or indirectly to any person or body corporate, during the year under review. The Company also has not invested in the securities of any other Company during the year under review.

7. CORPORATE SOCIAL RESPONSIBILITY:

The Company believes in development which is beneficial for the society at large and to practice the corporate values through commitment to grow in socially and environmentally responsible way while meeting the interest of our stake-holders. During the year, the Company voluntarily has undertaken CSR initiatives and contributed 9.46 lakhs for educational support to underprivileged students from poor town, remote rural and conflict afflicted communities in Khopoli town area, distribution of books, note books, scholarship to brilliant students & food and medicine help to poor in khopoli village etc.

8. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has adopted a Whistle-Blower Policy, whereby employees are free to report violations of laws, rules, and regulations, or unethical conduct to the Audit Committee. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company. During the year the Audit Committee has not received any reference under the policy.

9. RISK MANAGEMENT POLICY:

The Company has a risk management policy to identify, mitigate elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. The Board of Directors and senior management team assess the operations and operating environment to identify potential risks and take necessary mitigation actions.

10. RELATED PARTIES CONTRACTS OR ARRANGEMENTS:

The Company has made materially significant Related Party Transactions, as approved by the non-interested shareholders at the 30^th Annual General meeting of the Company. Further the said material related Party Transactions made during the year under review were on an arm''s length basis and in the ordinary course of business. Required disclosures are made in Annexure-D in Form No. AOC 2. On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions, which is also uploaded on the website of the Company www.indiasteel.in under the head ‘Investor Relations'' and the weblink is provided in the Corporate Governance Report. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the legal and accounting requirements.

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

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

12. DIRECTORS

(i) Appointment

Mr. Varun Gupta (DIN: 02938137) has been appointed as "Whole Time Director" of the Company subject to approval of the shareholders of the Company for a period of 3 years with effect from 1st July, 2018. The details of the Director are given in the Corporate Governance Report as well as in the Notice of the Annual General meeting.

In accordance with the provisions of the Companies Act, 2013 in accordance with the Articles of Association of the Company Mr. Ashwinkumar Gupta & Mr. Deepak Kumar Gaur retires from office by Rotation, and being eligible, offers themselves as provided in the notice are eligible for reappointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 16 (1) (B) of SEBI (LODR), 2015.

Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting seeking your approval to the aforesaid appointments.

(ii) Board Evaluation

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee. The manner in which the evaluation was been carried out has been explained in the Corporate Governance Report.

(iii) Board Meetings

During the year, Six (6) Board Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(iv) Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel in accordance with Section 178 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.

(v) Audit Committee Policy

The Board has, on the recommendation of the Audit committee, framed a policy for selection, appointment and remuneration of Statutory Auditors and internal Auditor in accordance with the Section 177 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.

13. DIRECTORS RESPONSIBILITY STATEMENT

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

I. That in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II. That such accounting policies, as mentioned in the Financial Statements as ‘Significant Accounting Policies'' have been selected and applied consistently and judgments and estimates have been made 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, 2018 and of the profit of the Company for the year ended on that date;

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

IV. That the annual financial statements have been prepared on a going concern basis;

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

VI. That proper system''s to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

14. AUDITORS

(i) Statutory Auditors & Audit Report

M/s Thanawala & Company, Chartered Accountants, the Auditors of the company who hold office upto the conclusion of the ensuing AGM have shown their unwillingness to continue as Auditors of the company and have given their resignation. M/s Laxmikant Kabra & Co., Chartered Accountants have expressed their willingness and eligibility under the provision of the Companies Act, 2013 to act as statutory auditors of the company, which is subject to Shareholders'' approval. The Board of Directors has proposed the appointment of M/s Laxmikant Kabra & Co., Chartered Accountants as the statutory Auditor of the company, subject to shareholder approval, pursuant to section 139 of the Companies Act, 2013 (subject to the ratification of their appointment at every AGM of the company), to examine and audit the accounts of the Company, on such remuneration as may be mutually agreed upon between the Board of Directors of the Company.

There is no qualification, reservation or adverse remark or disclaimer made by the auditor in his report.

(ii) Cost Auditors

The Board has appointed M/s. Vishesh N. Patani (Membership No. 30328) cost Accountants, Mumbai under section 148 of the Companies Act, 2013 for conducting the audit of cost records of the Company for the financial year ending 31^st March, 2019. Approval of the members by way of ordinary resolution ratifying the remuneration to be paid to the cost auditors is suitable included in the notice calling the Annual General Meeting of the Company. The Cost Auditor have further confirmed that their appointment is within the limits of section 141(3)(g) of the Companies Act, 2013.

(iii) Secretarial Auditor & Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Deepika Arora (ACS 29794 & CP No. 11355) Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure - A". There is no qualification, reservation or adverse remark or disclaimer made by the Secretarial auditor in her report.

(iv) Branch auditor:

The Company has branch outside India and may also open/acquire new branches outside India in future. It may be necessary to appoint branch auditors for carrying out the audit of the accounts of such branches, subject to approval of shareholders.

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company''s Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These Accounting policies are reviewed and updated from time to time. Your Company uses ERP Systems as a business enabler and also to maintain its Books of Account. The transactional controls built into the ERP systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records.

Kindly refer to the write-up in the section Management Discussion and Analysis.

16. EXTRACT OF THE ANNUAL RETURN:

The extract of the annual return in Form No. MGT - 9 annexed as "Annexure-B” forms part of the Board''s report.

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

The Company has adopted the generally accepted technology for its products. Particulars regarding conservation of energy foreign exchange earnings and outgo are given in "Annexure - C” as required under The Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 and forms part of this report.

18. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual harassment Policy in line with the requirements of the Sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during FY 2017-18.

19. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed analysis of your Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

20. CORPORATE GOVERNANCE:

The Company has implemented the provisions of Chapter IV of SEBI (LODR), 2015 relating to the Corporate Governance requirements. A Report on Corporate Governance, the Report of Auditors Certificates thereof is given as annexure to this report.

21. PARTICULARS OF EMPLOYEES:

During the year under review, the Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as "Annexure F”.

22. INDUSTRIAL RELATIONS:

During the year under review, industrial relations at the Company''s unit continued to remain cordial and peaceful.

23. ACKNOWLEDGEMENTS:

The Directors express their appreciation for co-operation and encouragement received from all the Shareholders, Business Associates, Dealers, and Insurers, vendors, investors and bankers during the year. The Directors also place on record their appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors of

INDIA STEEL WORKS LIMITED

Ashwinkumar H. Gupta

Place: Mumbai Chairman

Date: 28th May, 2018 DIN: 00010850

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Mar 31, 2017

Dear Members,

The Directors present their 30^th Annual Report and the Company''s Audited Accounts for the financial year ended 31^st March, 2017.

1. FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year 2016-17 are given hereunder:

(Rs. in Lakh)

Particulars	Year ended 31.3.2017	Year ended 31.3.2016
Sales including excise duty/Income including Job work operations	1,03,845.50	58,388.74
Operating Profit(EBITDA)	3,404.96	3,007.82
Finance Costs	947.98	985.72
Provision for Depreciation	1,832.13	1,791.98
Profit /(Loss) before tax & exceptional items	620.69	225.95
Current tax	183.05	178.03
Profit /(Loss) after Tax	800.50	403.99
Brought forward profit/ (loss) from last year	(19,121.47)	(19,524.69)
Exceptional Items	-	-
Balance carried forward to Balance Sheet	(18,321.74)	(19,121.47)

2. CHANGE IN THE NATURE OF BUSINESS

There was no material change in the nature of business of the Company during the year.

3. OPERATIONS

During the year under review, the gross revenue from operations increased to Rs.1,03,845.50 lakh as against Rs.58,388.74 lakh in the previous year which indicates the rise by 77.85% mainly due to focus on production activities and trading business. The operating profit (EBITDA) improved to Rs.3,404.96 Lakh as against Rs.3,007.82 Lakh in the previous year by 13.20% The net profit after tax for the year was Rs.800.50 lakh as against profit of Rs.403.99 lakh in the previous year, indicating an increase of 98.14%.

4. DIVIDEND

Keeping in view the need for strengthening financial soundness of the company and considering accumulated losses the Directors regret their inability to declare any dividend on Equity Shares of the Company during the year under review. However, your Directors are pleased to recommend a Final Dividend @ 0.01% on total paid up Preference share capital of the company for the financial year ended 31^st March, 2017, payable to those Shareholders whose names appear in the Register of Members as on the Book Closure Date for the Financial Year 2016-17. The final dividend amounts to Rs.75,513/- on total paid up preference shares inclusive of tax on distributed profits.

5. FINANCE:

(i) Share Capital

The paid-up Equity Share Capital as on 31^st March, 2017 was Rs.3980.80 Lakh. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

(ii) Fixed Deposits

The Company has not accepted any deposits from the shareholders or public under applicable provisions of the Companies Act 2013 or rules made there under.

(iii) Particulars of loans, guarantees or investments

The company has not provided any loan or guarantee directly or indirectly to any person or body corporate, during the year under review. The Company also has not invested in the securities of any other Company during the year under review.

6. CORPORATE SOCIAL RESPONSIBILITY:

The Company believes in development which is beneficial for the society at large and to practice the corporate values through commitment to grow in socially and environmentally responsible way while meeting the interest of our stake-holders. During the year, the Company voluntarily has undertaken CSR initiatives and contributed '' 4,67,000/for educational support to underprivileged students from poor town, remote rural and conflict afflicted communities in Khopoli town area, distribution of books & note books, scholarship to brilliant students etc.

7. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has adopted a Whistle-Blower Policy, whereby employees are free to report violations of laws, rules, and regulations, or unethical conduct to the Audit Committee. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company. During the year the Audit Committee has not received any reference under the policy.

8. RISK MANAGEMENT POLICY:

The Company has a risk management policy to identify, mitigate elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. The Board of Directors and senior management team assess the operations and operating environment to identify potential risks and take necessary mitigation actions.

9. RELATED PARTIES CONTRACTS OR ARRANGEMENTS:

The Company has made materially significant Related Party Transactions, as approved by the non-interested shareholders at the 29^th Annual General meeting of the Company. Further the said material related Party Transactions made during the year under review were on an arm''s length basis and in the ordinary course of business. Required disclosures are made in Annexure-D in Form No. AOC 2. On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions, which is also uploaded on the website of the Company www.indiasteel.in under the head ‘Investor Relations'' and the weblink is provided in the Corporate Governance Report. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the legal and accounting requirements.

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

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

11. DIRECTORS

(i) Appointment

Mr. Sudhir H. Gupta (DIN: 00010853) have been appointed as "Managing Director" of the Company subject to approval of the Shareholders of the Company for a period of 3 years with effect from 1^st October, 2016. Mr. Deepak Kumar Gaur (DIN 07636636) has been appointed as an Additional Director of the Company w.e.f. 9^th November, 2016, subject to approval of Shareholders at the Annual General Meeting. Further the details of the above Directors are given in the Corporate Governance Report as well as in the Notice of the Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013 in accordance with the Articles of Association of the Company Mr. Ashwinkumar Gupta & Mr. Varun Gupta retires from office by Rotation, and being eligible, offers themselves as provided in the notice are eligible for reappointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 16 (1) (B) of SEBI (LODR), 2015.

Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting seeking your approval to the aforesaid appointments.

Mrs. Dipti Vartak (FCS - 9057) was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 12^th August, 2016.

(ii) Resignation

Mr. Rahul Yenurkar, has been resigned from the office of Director of the Company effective 12^th August, 2016. The Board places on record its appreciation of the services rendered by Mr. Rahul Yenurkar during his tenure as a Director.

(iii) Board Evaluation

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee. The manner in which the evaluation was been carried out has been explained in the Corporate Governance Report.

(iv) Board Meetings

During the year, five (5) Board Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(v) Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel in accordance with Section 178 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.

(vi) Audit Committee Policy

The Board has, on the recommendation of the Audit committee, framed a policy for selection, appointment and remuneration of Statutory Auditors and internal Auditor in accordance with the Section 177 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.

12. DIRECTORS RESPONSIBILITY STATEMENT

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

I. That in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II. That such accounting policies, as mentioned in the Financial Statements as ‘Significant Accounting Policies'' have been selected and applied consistently and judgments and estimates have been made 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, 2017 and of the profit of the Company for the year ended on that date;

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

IV. That the annual financial statements have been prepared on a going concern basis;

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

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

13. AUDITORS

(i) Statutory Auditors & Audit Report

The Company has received a letter from M/s. Thanawala & Co., Chartered Accountants regarding their eligibility for the appointment as statutory Auditors of the Company. The said auditor will be appointed subject to approval of shareholders at ensuing Annual General Meeting for the term of 2 years i.e till the conclusion of 32^nd Annual General Meeting to be held in the year 2019. The shareholders at the ensuing Annual General Meeting will consider reappointment of the Statutory Auditors.

There is no qualification, reservation or adverse remark or disclaimer made by the auditor in his report.

(ii) Cost Auditors

The Board has appointed M/s. Vishesh N. Patani (Membership No. 30328) cost Accountants, Mumbai under section 148 of the Companies Act, 2013 for conducting the audit of cost records of the Company for the financial year ending 31^st March, 2018. Approval of the members by way of ordinary resolution ratifying the remuneration to be paid to the cost auditors is suitable included in the notice calling the Annual General Meeting of the Company. The Cost Auditor have further confirmed that their appointment is within the limits of section 141(3)(g) of the Companies Act, 2013.

(iii) Secretarial Auditor & Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Deepika Arora (ACS 29794 & CP No. 11355) Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure - A". There is no qualification, reservation or adverse remark or disclaimer made by the Secretarial auditor in her report.

14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company''s Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These Accounting policies are reviewed and updated from time to time. Your Company uses ERP Systems as a business enabler and also to maintain its Books of Account. The transactional controls built into the ERP systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records.

Kindly refer to the write-up in the section Management Discussion and Analysis.

15. EXTRACT OF THE ANNUAL RETURN:

The extract of the annual return in Form No. MGT - 9 annexed as "Annexure-B” forms part of the Board''s report.

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

The Company has adopted the generally accepted technology for its products. Particulars regarding conservation of energy foreign exchange earnings and outgo are given in "Annexure - C” as required under The Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 and forms part of this report.

17. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual harassment Policy in line with the requirements of the Sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during FY 2016-17.

18. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed analysis of your Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

19. CORPORATE GOVERNANCE:

The Company has implemented the provisions of Chapter IV of SEBI (LODR), 2015 relating to the Corporate Governance requirements. A Report on Corporate Governance, the Report of Auditors Certificates thereof is given as annexure to this report.

20. PARTICULARS OF EMPLOYEES:

During the year under review, the Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as "Annexure E”.

21. INDUSTRIAL RELATIONS:

During the year under review, industrial relations at the Company''s unit continued to remain cordial and peaceful.

22. ACKNOWLEDGEMENTS:

The Directors express their appreciation for co-operation and encouragement received from all the Shareholders, Business Associates, Dealers, and Insurers, vendors, investors and bankers during the year. The Directors also place on record their appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors of

INDIA STEEL WORKS LIMITED

Ashwinkumar H. Gupta

Chairman

DIN: 00010850

Place: Mumbai

Date: 30^th May, 2017

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Mar 31, 2016

DIRECTORS’ REPORT

Dear Members,

The Directors present their 29th Annual Report and the Company''s Audited Accounts for the financial year ended 31st March, 2016.

1. FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year 2015-16 are given hereunder:

(Rs. in Lakhs)

Particulars	Year ended 31.3.2016	Year ended 31.3.2015
Sales including excise duty/Income including Job work operations	58388.74	51296.63
Operating Profit(EBITDA)	3003.65	2841.59
Finance Costs	985.72	1102.95
Provision for Depreciation	1791.98	1530.88
Profit /(Loss) before tax & exceptional items	225.95	207.76
Current tax	178.03	4.30
Profit /(Loss) after Tax	403.99	212.06
Brought forward profit/ (loss) from last year	(19524.69)	(19736.75)
Exceptional Items	-	-
Balance carried forward to Balance Sheet	(19121.47)	(19524.69)

2. OPERATIONS

During the year under review, the gross revenue increased to Rs.58,388.74 lakh as against Rs.51296.63 lakh in the previous year by 13.82% mainly due to focus on production activities, operating profit (EBITDA) improved to Rs.3003.65 Lakh as against Rs.2841.59 Lakh in the previous year by 5.70% The profit after tax for the year was Rs.403.99 lakh as against Rs.212.06 lakh in the previous year, indicating an increased of 47.51%.

3. DIVIDEND

Keeping in view the need for strengthening financial soundness of the company and considering accumulated losses, the Directors regret their inability to declare any dividend on Equity Shares of the Company during the year under review. However, the Company has paid interim dividend on it''s preference share.

4. FINANCE

(i) Share Capital

The paid-up Equity Share Capital as on 31^st March, 2016 was Rs.3980.80 Lakh. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

(ii) Fixed Deposits

The Company has not accepted any deposits from the shareholders or public under applicable provisions of the Companies Act 2013 or rules made there under.

(iii) Particulars of loans, guarantees or investments

The company has not provided any loan or guarantee directly or indirectly to any person or body corporate, during the year under review. The Company also has not invested in the securities of any other Company during the year under review.

5. CORPORATE SOCIAL RESPONSIBILITY

The Company believes in development which is beneficial for the society at large and to practice the corporate values through commitment to grow in socially and environmentally responsible way while meeting the interest of our stake-holders. During the year, the Company voluntarily has undertaken CSR initiatives and contributed '' 380,200/for educational support to underprivileged students from poor town, remote rural and conflict afflicted communities in Khopoli Town area. Distribution of books & note books, scholarship to brilliant students etc.

6. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 18(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle-Blower Policy, whereby employees are free to report violations of laws, rules, and regulations, or unethical conduct to the Audit Committee. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company. During the year the Audit Committee has not received any reference under the policy.

7. RISK MANAGEMENT POLICY

The Company has a risk management policy to identify, mitigate elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. The Board of Directors and senior management team assess the operations and operating environment to identify potential risks and take necessary mitigation actions.

8. RELATED PARTIES CONTRACTS OR ARRANGEMENTS:

The Company has made materially significant Related Party Transactions, as approved by the non-interested shareholders at the 28th Annual General meeting of the Company. Further the said material related Party Transactions made during the year under review were on an arm''s length basis and in the ordinary course of business. Required disclosures are made in Annexure-D. On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions, which is also uploaded on the website of the Company www. India steel. in under the head ‘Investor Relations'' and the weblink is provided in the Corporate Governance Report. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the legal and accounting requirements.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

10. DIRECTORS

(i) Appointment

Ms. Riddhi Shah have been appointed as additional Director independent of Management (in the category of Independent Directors) subject to approval of the Share holders of the Company for a period of 5 years with effect from 25^th May, 2016. The strategic investor of the company has appointed Mr. Anant Badjatya on the Board of Directors of the company as it''s nominee director in place of Mr. Mahesh Sheregar Further the details of the above Directors are given in the Corporate Governance Report as well as in the Notice of the Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013 in accordance with the Articles of Association of the Company Mr. Ashwinkumar H. Gupta & Mr. Varun Gupta retires from office by Rotation, and being eligible, offers themselves as provided in the notice are eligible for reappointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 16 (1) (B) of SEBI (LODR), 2015.

Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting seeking your approval to the aforesaid appointments.

(ii) Resignation

Mr. Mahesh Sheregar, has resigned from the office of Director of the Company effective 25^th May, 2016. The Board places on record its appreciation of the services rendered by Mr. Mahesh Sheregar during his tenure as a Director.

(iii) Board Evaluation

In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(v) Board Meetings

During the year, four (4) Board Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(vi) Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel in accordance with Section 178 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.

(vii) Audit Committee Policy

The Board has, on the recommendation of the Audit Committee, framed a Policy for selection, appointment and remuneration of Statutory Auditors and Internal Auditor in accordance with the Section 177 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.

11. DIRECTORS RESPONSIBILITY STATEMENT

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

I. That in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II. That such accounting policies, as mentioned in the Financial Statements as ‘Significant Accounting Policies'' have been selected and applied consistently and judgments and estimates have been made 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, 2016 and of the profit of the Company for the year ended on that date;

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

IV. That the annual financial statements have been prepared on a going concern basis;

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

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

12. AUDITORS

(i) Statutory Auditors & Audit Report

The Company has received a letter from M/s. Thanawala & Co., Chartered Accountants regarding their eligibility for the appointment as statutory Auditors of the Company. The said auditors were appointed effective Annual General Meeting held on 28^th September, 2015 for a period of 3 years subject to ratification at every Annual general meeting. The shareholders at the ensuing annual general meeting will consider ratification of the appointment of the Statutory Auditors.

There is no qualification, reservation or adverse remark or disclaimer made by the auditor in his report.

(ii) Cost Auditors

The Board has appointed M/s. Vishesh N. Patani (Membership No. 30328) cost Accountants, Mumbai for conducting the audit of cost records of the Company for the financial year ending 31^st March, 2017. Approval of the members by way of ordinary resolution ratifying the remuneration to be paid to the cost auditors is appropriate and shall be included in the notice calling the Annual general Meeting of the Company.

(iii) Secretarial Auditor & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Dipti Vartak & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure - A". The qualifications /remarks made by the secretarial auditor addressed herein below:

a. The Company has appointed the CFO in the Board Meeting dated 25^th May, 2016 subject to approval of members in the Annual general meeting.

b. The Company has appointed Ms. Riddhi Shah as an Independent Director on its Board of Directors with effect from 25^th May, 2016.

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Kindly refer to the write-up in the section Management Discussion and Analysis.

14. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9 annexed as Annexure-B forms part of the Board''s report.

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

The Company has adopted the generally accepted technology for its products. Particulars regarding conservation of energy foreign exchange earnings and outgo are given in Annexure - C as required under The Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 and forms part of this report.

16. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during FY 2015-16.

17. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed section on the Management Discussion and Analysis forms part of this Report.

18. CORPORATE GOVERNANCE

The Company has implemented the provisions of chapter iv of SEBI (LODR), 2015. relating to the Corporate Governance requirements. A Report on Corporate Governance, the Report of Auditors Certificates thereof are given as annexure to this report.

19. PARTICULARS OF EMPLOYEES

During the year under review, the Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as Annexure F

20. INDUSTRIAL RELATIONS

During the year under review, industrial relations at the Company''s unit continued to remain cordial and peaceful.

21. ACKNOWLEDGEMENTS

The Directors express their appreciation for co-operation and encouragement received from all the Shareholders, Business Associates, Dealers, Insurers, vendors, investors and bankers during the year. The Directors also place on record their appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors of

INDIA STEEL WORKS LIMITED

Place: Mumbai Ashwinkumar H. Gupta

Date: 25^th May, 2016 Chairman

DIN: 00010850

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Mar 31, 2015

Dear Members,

The Directors present their 28th Annual Report and the Company's Audited Accounts for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year 2014-15 are given hereunder:

(Rs. in Lacs)

Particulars Year ended Year ended 31.3.2015 31.3.2014

Sales including excise duty/Income including Job work operations 51296.63 61322.72

Operating Profit(EBIDTA) 2841.59 1304.65

Finance Costs (1102.95) (1518.70)

Provision for Depreciation (1530.88) (1456.16)

Profit /(Loss) before tax & exceptional items 207.76 (118..21)

Current tax (4.30) (2.48)

Profit /(Loss) after Tax 212.06 (1257.38)

Brought forward profit/ (loss) from last year (19736.75) (18479.36)

Exceptional Items - (1136.69)

Balance carried forward to Balance Sheet (19524.69) (19736.75)

OPERATIONS

During the year under review, though the gross revenue declined to Rs. 51296.63 lacs as against Rs. 61322.72 lacs in the previous year by 16.35% mainly due to strategic decision to reduce the lower margin and working capital intensive trading activities and focus mainly on production activities, operating profit (EBIDTA) improved to Rs. 2841.59Lacs as against Rs. 1304.65 Lacs in the previous year by 118%. The net profit after tax for the year was ' 212.06 lacs as against loss of Rs. 1257.37 lacs in the previous year;

DIVIDEND

Keeping in view the need for strengthening financial soundness of the company and considering accumulated losses, the Directors regret their inability to declare any dividend on Preference Shares as well as on Equity Shares of the Company during the year under review.

FINANCE

(i) Share Capital

The paid-up Equity Share Capital as on 31st March, 2015 was Rs. 3980.80 Lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

(ii) Fixed Deposits

The Company has not accepted any deposits from the shareholders or public under applicable provisions of the Companies Act 2013 or rules made there under.

(iii) Particulars of loans, guarantees or investments

During the year under review, the inter-corporate loans of Rs. 3.83 lacs has been refunded to the Company on 25th day of May,2015 and no other loan is outstanding. The company has also not provided any loan or guarantee directly or indirectly to any person or body corporate, during the year under review. The Company also has not invested in the securities of any other Company during the year under review.

(iv) Revaluation of Assets

During the year company has revalued factory land at Khopoli by Rs. 7413. 22 Lacs.

CORPORATE SOCIAL RESPONSIBILITY

The Company believes in development which is beneficial for the society at large.As per the relevant provisions of the Companies Act, 2013, the Company is not required to incur any expenditure in pursuance of CSR Policy.

The Company has voluntarily incurred Rs. 4.75 Lacs making Donation for educational support to underprivileged students from poor town ,remote rural and conflict afflicted communities In Khopoli Town Area, Distrubution of Books & Note Book etc.,Blood Donation Camp, Scholership to Brilliant Students etc.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Company has adopted a Whistle-Blower Policy, whereby employees are free to report violations of laws, rules, and regulations, or unethical conduct to the Audit Committee. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company can be accessed at http://www.indiasteel.in/pdfs/ Vigil%20Mechanism%20Policy%20&%20Whistle%20Blower%20Mechanism.pdf. During the year the Audit Committee has not received any reference under the policy.

RISK MANAGEMENT POLICY

The Company has a risk management policy to identify, mitigate elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. The Board of Directors and senior management team assess the operations and operating environment to identify potential risks and take necessary mitigation actions.

RELATED PARTIES CONTRACTS OR ARRANGEMENTS:

The Company has made materially significant Related Party Transactions, as approved by the non-interested shareholders at the 27th Annual General meeting of the Company. Further the said material related Party Transactions made during the year under review were on an arm's length basis and in the ordinary course of business. Required disclosures are made in Annexure-D. On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions, which is also uploaded on the website of the Company www.indiasteel.in under the head 'Investor Relations' and the weblink is provided in the Corporate Governance Report. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the legal and accounting requirements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

DIRECTORS

(i) Appointment

Mr.T.R Bajalia, Mr. Gaurav Chhabria have been appointed as additional Directors independent of Management (in the category of Independent Directors) subject to approval of the Share holders of the Company are proposed for appointment as Independent Directors for a period of 5 years with effect from 13th february,2015. The Board has also appointed Mr. S. P. Khosla, existing Independent Director for a period of 2 years with effect from 13th february,2015 subject to the approval of the Share holders of the Company. The Board has also appointed Mrs. Kavita R. Joshi additional Director independent of Management (in the category of Independent Directors) subject to approval of the Share holders of the Company is proposed for appointment as Independent Directors for a period of 5 years with effect from 30th May, 2015. Further the details of the above Directors are given in the Corporate Governance Report as well as in the Notice of the Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013 the Directors Liable to retire by Rotation as provided in the notice are eligible for reappointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting seeking your approval to the aforesaid appointments.

(ii) Resignation

Mr.Neeraj D. Agarwala, has been resigned from the office of Independent Director of the Company effective 12th February,2015. The Board places on record its appreciation of the services rendered by Mr. Neeraj D. Agarwala during his tenure as a Director.

(iii) Board Evaluation

In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(v) Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. More details of the same are given in the Corporate Governance Report.

(vi) Board Meetings

During the year, five (5) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

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

I. That in the preparation of the annualfinancial statements for the year ended March31, 2015, the applicable accounting standardshave been followed along with properexplanation relating to material departures, ifany;

II. That such accounting policies, as mentioned in the Financial Statements as 'Significant Accounting Policies' have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2015 and of the profit of the Company for the year ended on that date;

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

IV. That the annual financial statements have been prepared on a going concern basis;

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

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

AUDITORS

(i) Statutory Auditors & Audit Report

The Company has received a letter from M/s. Thanawala& Co., Chartered Accountants regarding his eligibility for the appointment as statutory Auditors of the Company. The said auditor was appointed effective Annual General Meeting held on 8th September, 2014 for a period of 3 years subject to ratification at every Annual general meeting. The shareholders at the ensuing annual general meeting will consider ratification of the appointment of the Statutory Auditors.

There are no qualification, reservation or adverse remark or disclaimer made by the auditor in his report.

(ii) Cost Auditors

The Board has appointed M/s. Vishesh N. Patani (Membership No. 30328) cost Accountants, Mumbai for conducting the audit of cost records of the Company for the Financial year ending 31st March, 2016. Approval of the members by way of ordinary resolution ratifying the remuneration to be paid to the cost auditors is suitable included in the notice calling the Annual general Meeting of the Company.

(iii) Secretarial Auditor & Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. V.M. Kundaliya& Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure - A". The qualifications /remarks made by the secretarial auditor addressed herein below:

a. The Company has shortlisted a candidate and shall appoint the CFO by end of September, 2015.

b. The Board has appointed an independent women Director on 30th day of May, 2015 subject to approval of the share holders in the ensuing Annual general Meeting.

c. The Company had granted loans of Rs. 3.83 Lakhs to entities in which the Directors are interested, which has been refunded on 25th, May, 2015.

d. The prescribed form MGT-15 was under filling.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Kindly refer to the write-up in the section Management Discussion and Analysis.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9 annexed as Annexure-B forms part of the Board's report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has adopted the generally accepted technology for its products. Particulars regarding conservation of energy foreign exchange earnings and outgo are given in Annexure - C as required under The Companies Act,2013 read with The Companies (Accounts) Rules, 2014 and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed section on the Management Discussion and Analysis forms part of this Report.

CORPORATE GOVERNANCE

The Company has implemented the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance requirements. A Report on Corporate Governance, the Report of Auditors Certificates thereof are given as annexure to this report.

PARTICULARS OF EMPLOYEES

During the year under review, the Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as Annexure E to this Report.

INDUSTRIAL RELATIONS

During the year under review, industrial relations at the Company's unit continued to remain cordial and peaceful. ACKNOWLEDGEMENTS

The Directors express their appreciation for co-operation and encouragement received from all the Shareholders, Business Associates, Dealers, Insurers, vendors, investors and bankers during the year. The Directors also place on record their appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors of INDIA STEEL WORKS LIMITED

Ashwinkumar H. Gupta Chairman

Place: Mumbai Date: 30th May, 2015

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Mar 31, 2014

Dear Members,

The Directors present their 27th Annual Report and the Company''s Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Particulars Year ended Year ended 31.3.2014 31.3.2013

Sales including excise duty/Income including Job work operations 67102.01 79300.17

EBIDTA 1304.65 1765.21

Finance Costs (1518.70) (1446.69)

Provision for Depreciation (1456.16) (1397.72)

profit /(Loss) before tax & exceptional items (1670.21) (1079.19)

Current tax (2.48) (1.50)

Brought forward profit/ (loss) from last year (18479.36) (17398.30)

Exceptional Items 415.30 (0.37)

Balance carried forward to Balance Sheet (19736.75) (18479.37)

OPERATIONS

During the year under review the Company has achieved a sales turnover of Rs. 67102.01Lacs as against a turnover of Rs. 79300.17Lacs in the previous year. The Operating profit before Finance costs and Depreciation amounted to Rs.1304.65 Lacs (previous year Rs.1765.21 Lacs). The loss for the year stood Rs.1257.38 Lacs as against Rs.1081.06 Lacs in the previous year.

DIVIDEND

Considering the current and accumulated losses, the Directors regret their inability to declare any dividend on Preference Shares as well as on Equity Shares of the Company.

EXPORTS

During the period in report, the Company participated in various International trade fairs and was able to reach out to new and established customers. The entire product line of the Company continues to be well accepted by the quality conscious markets. Other than indirect exports, channeled through Traders and other fnishing line manufacturers, during the year, the Company directly earned equivalent to Rs.1148.70 Lacs on exports made on FOB basis compared to exports of Rs.57.67 Lacs in the previous year.

FINANCE

Since 2012, the Company has paid off all the Lenders under the CDR Scheme of the Company and received ''No Dues Certifcates''. The Preference shares issued under CDR Scheme are due for redemption from September 2017 onwards only. However, adequate working capital and liquidity remains cause of concern for the optimal operations of the Company. The Company has now tied up cash credit facilities to the extent of Rs.20 Crs from Dombivli Nagari Sahakari Bank Limited (DNSB),. The Company continues to avail the term loan and working capital facilities from Kotak Mahindra Bank.

EQUITY CAPITAL STRUCTURE

During the year under review the paid up equity capital of the Company has been increased from Rs.2340.80 Lacs to 3980.80 Lacs by way of preferential allotment of 1640 Lacs equity shares at a premium to Promoters group Companies & others,in accordance with approval granted by the members at the last annual general meeting. After the said allotment, the Promoters hold 49.88 % of the equity share capital of the Company & thus continued remaining committed to the Company.

UTILISATION OF FUNDS

The funds raised by the Company has been fully utilized by the Company for the purposes it was raised. The utilization of Issue proceeds are placed before the Audit Committee of the Board on Quarterly and Annual basis.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

There were no employees in receipt of Remuneration as requiring disclosure under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules 1975, as amended up to date.

Information relating to conservation of energy and technology absorption as required under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988, is given in Annexure and forms part of this report.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the public.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm:

(i) that in the preparation of the annual accounts for the year ended 31st March 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(ii) that appropriate accounting policies have been selected and have been applied consistently, they have 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 31st March 2014 and of the loss of the Company for that period;

(iii) that proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the annual accounts have been prepared on a going concern basis.

DIRECTORS

During the year under review, Mr. Varun S. Gupta and Mr. Bimal Desai retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. According to the provisions of the Companies Act, 2013 independent directors shall hold office for a term of up to five consecutive years on the Board and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company. The independent directors of the Company were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The said directors will continue to serve their existing term as per the resolution pursuant to which they were appointed. In view of this, Mr. Bimal Desai, independent Director will complete his present term, at the ensuing AGM, and being eligible and seeking re-appointment, be considered by the shareholders for re-appointment for a term up to five consecutive years.

Mr. Ashwinkumar H. Gupta, Whole-time Director designated as Executive Chairman, will be successfully completing his tenure and as such, his re-appointment for a further period of three years effective from 1st November, 2014, subject to necessary sanctions / approvals is recommended.

After withdrawal of Mr. Subrat Dey, nominee of Asset Reconstruction Company Limited (ARCIL) w.e.f 22.05.2013, number of independent Directors are less than fifty percent of the total strength of the Board. Suitable persons will be recommended for approval of the shareholders of the Company to hold the office of independent Directors.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed section on the Management Discussion and Analysis forms part of this Report.

CORPORATE GOVERNANCE

The Company has implemented the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance requirements. A Report on Corporate Governance, the Report of Auditors Certifcates thereof and Management Discussion and Analysis are given as annexure to this report.

AUDITOR & AUDITORS'' REPORT

The Company has received letter from M/s. Thanawala & Co., Chartered Accountants to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

COST AUDITORS

M/s. Vishesh N. Patani, Cost Accountants, Mumbai was appointed for conducting the audit of cost records of the Company for the financial year 2013-14.

The said cost accountants have been re-appointed by the Board of Directors of the Company on the recommendations of the Audit Committee, as the Cost Auditors of the Company for the financial year 2014-2015.

INDUSTRIAL RELATIONS

The Industrial relations have been cordial and peaceful during the year under review. The Directors wish to place on record their appreciation of the devoted and dedicated services rendered by employees at all levels and look forward to their continued support and co-operation in the days to come.

ACKNOWLEDGEMENTS

The Directors express their appreciation for co-operation and encouragement received from all the Shareholders, Business Associates, Dealers, Insurers, vendors, investors and bankers during the year. The Directors also place on record their appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

By order of the Board of Directors

Place: Mumbai Ashwinkumar H. Gupta

Date: 28th May, 2014 CHAIRMAN

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Mar 31, 2013

Dear Shareholders,

The Directors present their 26th Annual Report and the Audited Statement of Accounts along with the Report of the Auditors for the financial year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs) Particulars Year ended Year ended 31.3.2013 31.3.2012

Sales/Income iincluding Job work operations 72486.38 60137.14

EBIDTA 1765.21 2079.10

Finance Costs (1446.69) (1476.88)

Provision for Depreciation (1397.72) (1383.26)

Profit /(Loss) before tax & exceptional items (1079.56) (781.04)

Current tax (1.50) (1.89)

Brought forward profit/ (loss) from last year (17398.30) (16685.04)

Exceptional Items (0.37) (1.48)

Balance carried forward to Balance Sheet (18479.37) (17398.30)

OPERATIONS

Even in the background of sluggish economy, the Company was able to maintain credible and sustainable, year-on-year growth of 20% by clocking a turnover of Rs.724.86crs in year under review as against a turnover of Rs.601.37crs in the previous year of 2011-12. The impetus has been to widen and deepen the customer service base with a slow transit from job work to own manufacturing. However, pressure on EBIDTA margins continued, stemming from high cost of raw material finance from the creditors leading to a net loss of Rs.10.79crs.

During the year under review, the bright bar division was shifted from Turbhe to Khopoli, thus, completing the consolidation of all the manufacturing facilities of the Company at Khopoli. Your Directors at its meeting held on 30.5.2013 has considered sale of Turbhe Lease hold Property as per the mandates obtained through postal ballot

DIVIDEND

Taking into account the losses, the Directors regret their inability to declare any dividend on Preference Shares as well as on Equity Shares of the Company.

EXPORTS

The Company has been making aggressive forays in the international markets with regular customer meets and participation in international trade fairs for marketing the high value products. Though, direct exports of the Company, during the year under review, accounted to Rs.57.67Lacs only (previous year Rs. 1.19Lacs), the products of the Company being exported by traders and other associateswere well received.

FINANCIAL RESTRUCTURING

The Company is close to a successful exit from its financial restructuring under the aegis of Corporate Debt Restructuring (CDR) Scheme. Majority of the dues including the entire principal amounts were paid off in the financial year under review, while partial dues were converted into preference shares in accordance of the CDR Scheme. Financial closures in form of ''No Dues Certificate'' were received from many CDR and all the Non-CDR lenders of the Company. General Insurance Company Limited and New India assurance Company Limited assigned their debts under CDR to Kotak Mahindra Bank Limited (KMBL). KMBL gave a fresh sanction for the same.Punjab & Sind Bank and Oriental Bank of Commerce, who admitted to full satisfaction of their dues with interest, in the Hon''able High Court of Bombay, have failed to provide their ''No Dues Certificate'' on account of their own procedural lags till the date of this Report.The liquidated damages, delayed payment interest, etc., have been paid to the satisfaction of ARCIL, in the current year and ARCIL has issued a ''No Dues Certificate'', on 22nd day of May, 2013. Fresh Funding

The Company has obtained a long term loan of Rs.10.68 Crore & working capital facilities to the tune of Rs.26 crs from Kotak Mahindra Bank Limited (KMBL).

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

Pursuant to Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules 1975, as amended up to date, the names and other particulars are set out in the Annexure to the directors Report. However as per the provisions of the Section 219(1)(b)(iv) of the Companies Act, 1956, this Report is sent to the shareholders excluding the said information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company. Information relating to conservation of energy and technology absorption as required under section 217 (1) (e) of the Companies Act, 1956, readwith the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988, is given in Annexure and forms part of this report.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the public.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm:

(i) that in the preparation of the annual accounts for the year ended 31st March 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(ii) that appropriate accounting policies have been selected and have been applied consistently, they have 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 31st March 2013 and of the loss of the Company for that period;

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

(iv) that the annual accounts have been prepared on a going concern basis.

DIRECTORS

Mr. Mahesh Sheregar and Mr. S.P.Khosla retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. Mr. Mahesh Kedia, a Chartered Accountant & Mr. Gaurav Chhabria, were appointed as alternate Directors to Mr. Bimal Desai & Mr. S. P. Khosla respectively, effective from 29th May,2012.They did not hold any shares of the Company. Mr. Mahesh Kedia, ceased to be alternate Director to Mr. Bimal Desai effective 11th day of July, 2012 and Mr. Gaurav Chhabria ceased to be alternate Director to Mr. S.P.Khosla effective 3rd day of October, 2012.

Mr. Sudhir H. Gupta, Jt. Managing Director re-designated as Managing Director in the year 2009 will be successfully completing his tenure as such, his reappointment for a further period of five years effective from 1st day of September,2013, subject to necessary sanctions / approvals is recommended.

Asset Reconstruction Company Limited (ARCIL) had replaced Ms. ShrutiKumar by nominating Mr. Subrat Dey in her place, effective 9th day of August,2012.Upon payment of dues towards full & final settlement, ARCIL has withdrawn Mr .Subrat Dey w.e.f 22.05.2013.

The Board gratifies the incredible contributions made by the alternate / nominee Directors during their respective tenures as Director of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed section on the Management Discussion and Analysis forms part of this Report.

CORPORATE GOVERNANCE

The Company has implemented the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance requirements.A Report on Corporate Governance, the Report of Auditors Certificates thereof and Management Discussion and Analysis are given asannexure to this report.

AUDITORS

MessrsThanawala& Co., Chartered Accountants, retire at the ensuing Annual General Meeting and they being eligible, offerthemselves for re-appointment as Auditors of the Company.

M/s. Vishesh N. Patani, Cost Accountants, Mumbai have furnished a Certificate of their eligibility for re-appointment Under Section224(1- B) of the Companies Act, 1956, Certificate for independence and arm length relationship with the Company and are not disqualified for such appointment. The said cost accountants have been re-appointed by the Board of Directors of the Company onthe recommendations of the Audit Committee, as the Cost Auditors of the Company for the financial year 2013-2014.

AUDITORS'' OBSERVATIONS

Accumulated losses has exceeded 50% of the Net Worth of the Company. Your Directors have decided to bring in further capital and increase the equity share capital of the Company so as to make the net worth positive. With this the Directors are hopeful to turnaround the Company, further the company was under CDR hence, no reference has been made to Board for Industrial & Financial reconstruction.

The Company is in the process of getting the Details of trade creditors to identify the micro, small and medium enterprises as per The Micro, Small and Medium Enterprises Development Act, 2006 so as to quantify the amount of overdue interest payable to them, if any.

INDUSTRIAL RELATIONS

The Industrial relations have been cordial and peaceful during the year under review. The Directors wish to place on record theirappreciation of the devoted and dedicated services rendered by employees at all levels and look forward to their continued support and co-operation in the days to come.

ACKNOWLEDGEMENTS

The Directors express their appreciation for co-operation and encouragement received from all the Shareholders, Business Associates, Dealers, Insurers, vendors, investors and bankers during the year. The Directors also place on record their appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

By order of the Board of Directors

Place: Mumbai Ashwinkumar H. Gupta

Date: May 30, 2013 CHAIRMAN

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Mar 31, 2012

The Directors are pleased to present their 25th Annual Report and the Audited Statement of Accounts along with the Report of the Auditors for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Particulars Year ended Year ended 31.3.2012 31.3.2011

Sales/Income including Job work operations 60137.14 29960.11

EBIDTA 2079.10 513.66

Finance Costs (1476.88) (771.59)

Provision for Depreciation (1383.26) (1371.28)

Profit /(Loss) before tax & exceptional items (781.04) (1629.21) Current tax (1.89) (19.41)

Brought forward profit/ (loss) from last year (16685.04) (15327.10)

Exceptional Items (69.67) 290.99

Balance carried forward to Balance Sheet (17398.30) (16685.04)

OPERATIONS

During the year under review, company's proposal to consolidate all the manufacturing facilities at Khopoii Including shifting of the Bright Bar Division from Turbhe to Khopoii are under considerable progress.

The rationalisation measures taken by the Company are long term, where in operation should gradually be strengthened further in the current year. Visible progress is evident from the sales turnover achieved. Your company has this year too maintained the sales growth rate of more than 100% and achieved Sales Turnover of Rs. 60137.14 lakhs as against the Sales Turnover of Rs. 29960.11 lakhs for the year 2010-11. The profitability of the company has improved and the net loss has been reduced from Rs. 1629.21 Lacs as of 31.03.2011 to Rs.781.04 Lacs as of 31.03.2012.

DIVIDEND

Taking into account the accumulated losses, the Directors regret their inability to declare any dividend on Preference Shares as well as on Equity Shares of the Company.

EXPORTS

During the year, me Company has initiated customer meets world over and has participated in leading International Trade fair for marketing Stainless steel wires and bars. Exports of the Company during the year under review accounted only to Rs. 1.19Lacs (previous year Rs. 288.82 Lacs).

FINANCIALS

As of 31.03.2011 the company has secured debts of Rs. 6298.20 lacs under the Corporate Debt Restructuring Scheme approved by CDR and accepted by the various tenders. During the period under review the has paid substentialy and reduced the CDR Secured Debts to RS. 884.89 lacs. The Company has paid full and final dues of Oriental Bank of Commerce Ltd, Punjab and Sindh Bank Ltd and International Asset Reconstruction Company Ltd. New India Assurance Company Limited and General Insurance Company Limited have assigned their debt to Kotak Mahindra Bank Limited. The Company has also issued and allotted 0.01% Cumulative Redeemable Preference shares of Rs.10/- each to New India Assurance Company Limited as per the CDR scheme. The company has paid the principle outstanding of the Asset Reconstruction Company of India Ltd.

Durng the year under review, the Hon' High Court Bombay had passed an ex-parte order in the Company petition filed by one of the creditors of the Company for Rs. 3.47 lacs, due to non appearance of the Lawyer appointed by the Company. The Company had filed an application and contested for disposal of the Company Petition as withdrawn and set-aside of the said order. The Company application was allowed, heared from time to time & finally disposed off as withdrawn on 10th April,2012. Simultaneously, the Company petition pending before The Hon' High Court since long has been disposed off as withdrawn upon payment of Rs. 350 Lacs to Commerzbank.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956 Information relating to conservation of energy and technology adsorption as required under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rues, 1988, is given in Annexure and forms part of this report.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the public.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm :

(i) that in the preparation of the annual accounts for 'the year ended 31st March 2012, The applicable accounting standard hoc been followed along with proper explanation relating to material departures, if any;

(ii) that appropriate accounting policies have been selected and have been applied consistently, they have 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 31st March 201 2 and of the loss of the Company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assess of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the annual accounts have been prepared on a going concern basis.

DIRECTORS

During the year under review, Mr. Bimal Desai and Mr. Neeraj Agarwala will retire by rotation at the ensuing Annual General Meeting, and being eligible, offers themselves for re-appointment. Mr. Mahesh Kedia & Mr. Caurav Chhabria are appointed as alternate Director to Mr. Bimai Desai & Mr. S. P. Khosla effective 29th May,2012.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed section on the Management Discussion and Analysis forms part of this Report.

CORPORATE GOVERNANCE

The Company has implemented the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance requirements. A Report on Corporate Governance, the Report of Auditors Certificates thereof and Management Discussion and Analysis are given as annexure to this report.

EMPLOYEES' STOCK OPTION SCHEME

Members' approval was obtained at the Extra-ordinary General Meeting held on June 5, 2006 for introduction of Employees Stock Option Scheme, formulated in accordance with Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ('the SEBI Guidelines'). The Remuneration Committee was to administer and monitor the Scheme. Initially, 30,00,000 equity shares were issued for this Scheme. As no options were granted, your Board of Directors, have cancelled the shares so issued under the Scheme during the year under review. Hence, no disclosures as stipulated under the SEBI Guidelines, as at March 31, 2012, are applicable.

AUDITORS

Messers Thanawala & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and they being eligible, offer themselves for re-appointment as Auditors of the Company.

M/s. Vishesh N. Patani, Cost Accountants, Mumbai have furnished a Certificate of their eligibility for re-appointment Under Section 224(1-Bj of the Companies Act, 1956, Certificate for independence and arm length relationship with the Company and are not disqualified for such appointment. The said cost accountants have been re-appointed by the Board of Directors of the Company on the recommendations of the Audit Committee, as the Cost Auditors of the Company for the financial year 2012-2013, subject to the approval of the Central Government.

AUDITORS' QUALIFICATIONS

Interest free Funds available with the Company from the related parties are in excess of the loans & advances given by the Company to the related parties.

The Company is in the process of getting the Details of trade creditors to identify the micro, small and medium enterprises as per The Micro, Small and Medium Enterprises Development Act, 2006 so as to quantify the amount of overdue interest payable to them, if any.

INDUSTRIAL RELATIONS

The Industrial relations have been cordial and peaceful during the year under review. The Directors wish to place on record their appreciation of the devoted and dedicative services rendered by employees at all levels and look forward to their continued support and co-operation in the days to come.

ACKNOWLEDGEMENTS

The Directors express their appreciation for cooperation and encouragement received from all the Business Associates. Dealers, CDR Cell, Financial Institutions, Bankers, Insurers and Shareholders during the year under review.

By order of the Board of Directors

Ashwinkurnar H. Gupta CHAIRMAN

Place: Mumbai Date: May 29, 2012

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Mar 31, 2010

The7 Directors present their Twenty-third Annual Report together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS (Rs. in Crs)

Particulars Year ended Year ended

31.3.2010 31.3.2009

Sales/Income including Job work

operations 102.17 144.64

Operating Profit / (Loss) (4.47) (13.93)

Interest (6.24) (2.91)

Provision for Depreciation (13.60) (13.60)

Exceptional item income 6.14 -

Remission /Waivers under

settlement with lenders 1.83 -

Profit/(Loss) before tax (16.34) (30.44)

Current tax (0.004) (0.004)

FBT - (0.08)

Brought forward profit/(loss)

from last year (135.03) (97.03)

Prior Period Adjustments (1.89) (7.48)

Balance carried forward to Balance

Sheet (153.27 (135.03)

OPERATIONS

It has been an important year for the Company. While the markets world-wide were reeling under the economic turmoil, the Company sought to reinforce and consolidate its operations. Several bold initiatives marked their presence during the year.

The reinstatement of the facility at Khopoli was partially completed such that production could be re-started. The plant has been fully geared up for optimum operations, from machinery and equipment to systems and controls. The facilities have been commensurately streamlined for stocking and deliveries. The entire Management and administration office, except for a small corporate office, has been shifted to Khopoii, for a concentrated and rationalized effort.

At the Turbhe facility, which was enveloped in recurring losses due to high operational costs, a Voluntary Retirement Scheme was offered to the Workers. The Scheme was well received and was successfully implemented in the current year to sever off all the workers at the Facility. It is proposed to consolidate all facilities at one location to increase efficiency.

Post consolidation, the main constraint of the Company would be working capital. To address this, the Company has undertaken to zero down its restructured debts and raise fresh working capital from the market for optimizing production capabilities. A positive step in that direction is to sell or otherwise dispose of the facility at the Turbhe Plant and utilize the proceeds for retiring the existing restructured debts.

The rationalisation measures taken by the Company are long term wherein operations should gradually strengthen in the current year. Visible progress is being made, which, though slow, is balanced and certain.

However, in the immediate term, the impact of the global slow down and internal efficacies was evident. The Company could make an annual turnover of Rs.102.17 against a turnover of Rs. 144.64 crores in the previous financial year and booked losses to the tune of Rs. 16.34 crores after taking into account all exceptional items. A part of the losses could be set-off against the full and final settlement of the insurance claim receivable still pending with the Insurance Company.

DIVIDEND

Taking into account the current and accumulated losses, the Directors regret their inability to declare any dividend on Preference Shares as well as on Equity Shares of the Company.

EXPORTS

During the year, the Company has initiated customer meets world over and has participated in various leading international Trade fairs for marketing Stainless steel wires and bars. Though, the Companys direct exports accounted to Rs.43.73Lacs only, during the year under review, the Company has been able to cater to the international market through traders and other associates. Having the required technical and marketing edge to compete in the international stainless steel market, the Company is in process of tying up with various reputed International Companies for marketing of its products.

FINANCIAL RESTRUCTURING

In the last quarter of the year, the proposal for rescheduling of payments under Corporate Debt Restructuring (CDR) Scheme of the Company was approved by the CDR EG, and the Company started making payments to the Lenders accordingly. There is no pending litigation against the Company in the Debt Recovery Tribunal, all litigations have been effectively settled with mutual consent.

The Settlement Agreement executed with Commerz Bank has been lying in abeyance for want of permission of Reserve Bank of India. The Company is in process of making appropriate application in the High Court of Bombay in the winding up petition filed by Commerz Bank to take cognisance of this Settlement Agreement.

STRATEGIC TIE-UP

The hectic parleys which started last year finally marked another new beginning for the Company in the current year, with the strategic investment into the Company by TB Investments Limited. A preferential placement of 2,70,00,000 equity shares of face value of Re.l was made to TB Investments Limited, at Rs.7 per share, well above SEBI pricing of Rs.5.64 per share.

TB Investments Limited is a group Company of ANC Holdings LLC, an Industrial conglomerate based in Dubai, ranked among the top 100 business houses in Dubai. The group already has business interests in the steel business in Dubai and is looking to strengthen these interests by creating synergies in procurement, production and marketing to add value to both the Companies.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

Information relating to conservation of energy and technology absorption as required under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure and forms part of this report.

There were no employees in receipt of remuneration, requiring disclosure under Section 217 (2A) of the Companies Act, 1956.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the public.

DIRECTORS RESPONSIBILITY STATEMENT

On the basis of information placed before them, the Directors state-

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

(ii) that appropriate accounting policies -have been selected and have been applied consistently, and they have made judgements 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 proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the annual accounts have been prepared on a going concern basis.

DIRECTORS

During the year, the scion from the Promoter Family, Mr. Varun Gupta was inducted on the Board as an Additional Director, and, later in the current year, his appointment has been confirmed as an Executive Director at the Extra-ordinary General Meeting of the Company.

In the current year, the Company received nomination for appointment of Ms, Shruti Kumar as a Nominee Director of Asset Reconstruction Company (India) Limited (ARCIL) on the Board of the Company. Ms, Shruti Kumar is proposed to be appointed at the Annual General Meeting of the Company as Nominee Director.

Further, in the current year, Mr. Mahesh Sheregar, nominee of the Investor - M/s TB Investments Limited, was appointed

as an Additional Director on the Board. The Company has received a notice from a Member to appointment MR. Mahesh I

Sheregar as a Director liable to retire by rotation.

Mr. Bimal Desai and Mr. Neeraj Agarwal will retire by rotation at the ensuing Annual General Meeting, and being eligible, they offers themselves for re-appointment.

CORPORATE GOVERNANCE

The Company has implemented the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance requirements. Annual Report contains a separate segment on the same.

EMPLOYEES STOCK OPTION SCHEME

Members approval was obtained at the Extra-ordinary General Meeting held on June 5, 2006 for introduction of Employees Stock Option Scheme.

Employees Stock Option Scheme has been formulated in accordance with Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the SEBI Guidelines) and the Remuneration Committee will administer and monitor the Scheme. Initially, 30,00,000 equity shares have been issued for this Scheme. However, no options have been granted till March 31, 2010. Hence, no disclosures as stipulated under the SEBI Guidelines, as at March 31, 2010, are applicable as yet.

AUDITORS

Messrs Thanawala & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and they being eligible, offer themselves for re-appointment as Auditors of the Company.

AUDITORS QUALIFICATIONS

Balance confirmations were sought from all concerned porties for receivables, loans and deposits, advances, debtors, sundry creditors, other liabilities, secured and unsecured lenders. However, many of the confirmations and reconciliations were not received by the Company till the time of finalisation of the accounts.

There were certain loans advanced to related parties and certain loans and advances received from related parties. However, the loans together with advances received from related parties by the Company by far exceeded the loans advanced by the Company to the related parties.

INDUSTRIAL RELATIONS

The Companys emphasis on the human relations, even in the most stringent times, was acknowledged with the accreditation of "Best Employer-Employee relationship Award", presented by the Honble Chief Minister of Maharashtra, Mr. Ashok Chavan to the Company on May 1, 2010.

During the current year, the Company also signed off the Workers Wage Settlement Agreement for three years. The Industrial relations have been cordial and peaceful during the year under review.

The Directors appreciate the commitment of the employees at all levels and look forward to their continued support and co-operation in the days to come.

ACKNOWLEDGEMENTS

The Directors express their appreciation for all Business Associates with a special mention for New india Assurance Company of India Limited for the solidarity reposed in the Company in its critical times. In the times ahead, the Directors look forward to co-operation and encouragement from all the Business Associates, Dealers, CDR Cell, Financial Institutions, Bankers, Insurers and Shareholders.



By order of the Board of Directors



Ashwin Gupta

Mumbai: September 6, 2010 CHAIRMAN