Notes to Accounts of MSP Steel & Power Ltd.

Mar 31, 2016

Terms/ rights attached to Equity Shares

The company has only one class of Equity Shares having a nominal value of Rs. 10/- per share. Each holder of Equity Shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of Equity Shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the shareholders.

Terms/ rights attached to Preference Shares

The company has only one class of Preference Shares (i.e. 6% Non Cumulative Redeemable Preference Shares) having a nominal value of ''10/- per share. The preference shareholders shall have the right to vote on any resolution of the Company directly affecting their rights. The company declares and pays preferential dividends in Indian rupees.

The Preference Share of the Company are non cumulative in nature and therefore in case the Company does not declare dividend in any particular year, dividend right gets lapsed and is not eligible for carry forward in future years.

Preference shares are redeemable within 20 years from the date of allotment at a price to be decided by the Board of Directors at the time of redemption. The said preference shares may be redeemed at a premium not exceeding Rs. 90/per share.

In the event of liquidation of the Company, the holders of Preference Shares will be entitled to receive assets of the company, before its distribution to equity shareholders. The distribution will be in proportion to the number of preference shares held by the preference shareholders.

* During the year, as per the requirement under Schedule II to the Companies Act 2013, vide Notification dated 29^th August 2014, the Company based on technical advice identified significant parts & components of the main asset having different useful lives as compared to the main asset and consequently revised the estimated useful lives of certain Plant and Machinery and Electrical Installations w.e.f. from 1^st April 2015. Accordingly depreciation of Rs. 26.46 lacs on account of assets whose useful life is already exhausted on 1^st April, 2015 has been adjusted against Surplus in statement in Profit and Loss.

Terms and conditions attached to Short term borrowings

Cash Credit and Short term loan facilities and Foreign currency loans from banks are secured by hypothecation of raw materials, finished goods, goods under process, stores and spares, book debts etc. (both present and future), second charge over the entire fixed assets of the Company and personal guarantees of Puran Mal Agrawal (Chairman²), Suresh Kumar Agrawal, Saket Agrawal and Manish Agrawal (Directors of the Company).

c) Depreciation of'' 26.46 lacs on account of assets whose useful life is already exhausted on 1 st April, 2015 has been adjusted against surplus in Statement of Profit and Loss. Pursuant to requirements under Schedule II to companies act, 2013 vide Notification dated 29th August 2014, the Company based on technical advice, identified significant parts & components of the main asset having different useful lives as compared to the main asset and consequently revised the estimated useful lives of certain Plant and Machinery and Electrical Installations w.e.f from 1st April, 2015.

* Includes Rs. 4,949.90 lacs (Rs. 18,017.01 lacs) capitalized from Capital Work in progress (CWIP)

** Represents the amount of borrowing cost transferred from CWIP

* The details of security for the secured loans are as follows:

In terms of the Corporate Debt Restructuring (CDR) Package, effective from October 1, 2014, the Loans considered under the said package have been categorized as Term Loans, Working Capital Term Loans, Funded Interest Term Loans which are secured as under:

a First hypothecation charge on plant, machinery, fixed assets, and other movable assets, both present and future of the company, on pari-passu basis with all term lenders and equitable mortgage of factory land & building on pari passu basis with all Term Lenders.

b Second charge on entire current assets of the company ranking pari passu with other member banks of the consortium. c Pledge of 100% of Promoter''s Shareholding representing 71.90% of the paid up capital of the company as on 30.09.2014 has been executed in favour of the CDR lenders. d Lien on all Bank Accounts including the Trust and Retention Account.

Further, the above facilities are also covered by the following:

Irrevocable, unconditional personal guarantee of promoters (Mr. Puran Mal Agrawal, Mr. Suresh Kumar Agrawal, Mr. Saket Agrawal, and Mr. Manish Agrawal) of the Company.

Registered mortgage of 150.50 acres of segregated agricultural land. As per valuation report of December 2014, realizable value of the property is Rs. 12.41 Crores. The said land shall be converted into industrial land by 31.03.2016 failing which alternate security will be provided by the Company.

Irrevocable, unconditional Corporate Guarantee of Ilex Private Limited.

** Hire purchases obligations are secured by hypothecation of vehicles purchased under the respective agreements.

** The Hon''ble High Court of Judicature at Madras, vide its Order dated June 25, 2015, has sanctioned the Scheme of Arrangement among IDFC Limited (" Transferor Company") and IDFC Bank Limited ("Transferee Company") and their respective shareholders and creditors under section 391 to 394 to the Companies Act, 1956 (" Demerger Scheme").

Pursuant to the Demerger Scheme, IDFC Bank Limited has issued and alloted to the shareholders of IDFC Limited as on the record date i.e., October 5, 2015, one (1) equity share having a face value of '' 10 each of IDFC Bank Limited for every one (1) equity share held by them in IDFC Limited, each equity share being fully paid-up.

* Fixed deposits with a carrying amount of Rs. 285.93 lacs (Rs. 189.73 lacs) are used towards security given against the Bank Guarantees & Company''s Letter of Credits (LC''s) issued by the banks and Rs. 5.74 lacs (Rs. 5.74 lacs) as security deposit issued to sales tax department on behalf of the Company.

1. Other Expenses include Rs. 129.97 Lacs spent towards various schemes of Corporate Social Responsibility as prescribed under section 135 of Companies Act,2013.

2. Gratuity and Other Post Retirement Benefit Plans

The Company provides gratuity benefits which are funded with Life Insurance Corporation of India in the form of qualifying insurance policy. Leave encashment benefits is an unfunded plan of the Company.

The estimate of future salary increase, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employee market.

3. Segment Information

The Company is engaged in manufacturing of "Iron and Steel". Consequently it has one reportable business segment e.g. "Iron and Steel". The analysis of geographical segments is based on the area in which the customers of the Company are located.

The Company has common fixed assets for producing goods for domestic and overseas markets which are located at only one place i.e. Raigarh. Hence, separate figures for fixed assets / additions to fixed assets cannot be furnished. Export debtors at the year end amounts to Rs. 846.82 lacs (Rs. 176.49 lacs).

4. Operating Lease Company as Lessee

The Company has lease agreement for various premises which are in the nature of Operating Lease. There are no restrictions placed upon the company by entering into these leases.

5. Interest in Joint Venture

The Company has a 14.90 % (14.90%) interest in Madanpur South Coal Company Limited (a Joint Venture Company), incorporated in India.

The Company''s proportionate share of the capital commitments in this Joint Venture amounts to '' Nil ('' Nil).

6. Impairment of Assets

On the basis of physical verification of assets and cash generation capacity of those assets, in the management perception, there is no impairment of assets as on 31st March 2016.

It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings as it is determinable only on receipt of judgments/decisions pending with various forums/authorities.

There is no possibility of any reimbursement on any of the cases listed above

* The Company has given guarantee to ICICI Bank in respect of loan taken by AA ESS Tradelinks Private Limited amounting to Rs. 7,500 lacs (Rs. 7,500 lacs) on 31st May 2011. The management believes that the terms of the guarantee given are not prejudicial to the interest of the Company.

7. Valuation of Current Assets, Loans & Advances and Current Liabilities

In the opinion of the management, current assets (including trade receivables), loans and advances and current liabilities (including trade payables) have the value at which these are stated in the Balance Sheet, unless otherwise stated, and adequate provisions for all known liabilities have been made and are not in excess of the amount reasonably required.

8. As per information available with the Company, there are no suppliers covered under "Micro, Small and Medium Enterprise Development Act, 2006". As a result, no interest provision/payment has been made by the Company to such creditors, if any, and no disclosure thereof is made in the accounts.

9. The amount due from related parties are good and hence no provision for doubtful debts in respect of dues from such related parties is required. No amount has been written back / written off during the year in respect of due to / from related parties.

10. The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law/accounting standards for material foreseeable losses on such long term contracts (including derivative contracts) has been made in the books of accounts.

11. The previous year''s figures have been reworked, regrouped, rearranged and reclassified wherever necessary. Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year. Bifurcation of assets and liabilities into Non-Current and Current for preparation of financial statements has been made by the management.

---

Mar 31, 2015

1. Corporate Information

MSP Steel & Power Limited ('the Company') is a public company domiciled in India and is listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company is engaged in the manufacture and sale of iron and steel products and generation and sale of power. The Company has manufacturing plant in Raigarh, Chhattisgarh.

Terms/Rights attached to Equity Shares

The company has only one class of Equity Shares having a nominal value of Rs. 10/- per share. Each holder of Equity Shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of Equity Shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the shareholders.

Terms/Rights attached to Preference Shares

The company has only one class of Preference Shares (i.e. 6% Non Cumulative Redeemable Preference Shares)

having a nominal value of Rs. 10/- per share. The Preference Shareholders shall have the right to vote on any resolution of the company directly affecting their rights. The company declares and pays preferential dividends in Indian rupees.

The Preference Share of the company are Non Cumulative in nature and therefore in case the company does not declare dividend in any particular year, dividend right gets lapsed and is not eligible for carry forward in future years.

Preference Shares are redeemable within 20 years from the date of allotment at a price to be decided by the Board of Directors at the time of redemption.

In the event of liquidation of the company, the holders of Preference Shares will be entitled to receive assets of the company, before its distribution to equity shareholders. The distribution will be in proportion to the number of Preference Shares held by the preference shareholders.

Terms and Conditions attached to Short Term Borrowings

Cash Credit and Short Term Loan facilities and Foreign Currency Loans from Banks are secured by hypothecation charge of entire current assets of the company both present and future on pari passu basis with other consortium member banks, second charge on the entire fixed assets of the Company ranking pari passu with other member banks of the consortium and personal guarantees of Puran Mal Agrawal, Suresh Kumar Agrawal, Saket Agrawal and Manish Agrawal (Promoters of the Company).

*The details of Secured loans are as follows:

In terms of the Corporate Debt Restructuring (CDR) Package, effective from October 1, 2014, the Loans considered under the said package have been categorised as Term Loans, Working Capital Term Loans, Funded Interest Term Loans which are secured as under :

a. First hypothecation charge on plant, machinery, fixed assets, and other movable assets, both present and future of the company, on pari-passu basis with all term lenders and equitable mortgage of factory land & building on pari passu basis with all Term Lenders.

b. Second charge on entire current assets of the company ranking pari passu with other member banks of the consortium.

c. Pledge of 100% of Promoter's Shareholding representing 71.90% of the paid up capital of the company as on 30.09.2014 has been executed in favour of the CDR lenders.

d. Lien on all Bank Accounts including the Trust and Retention Account.

Further, the above facilities are also covered by the following:

Irrevocable, unconditional personal guarantee of promoters (Mr. Puran Mal Agrawal, Mr. Suresh Kumar Agrawal, Mr. Saket Agrawal, and Mr. Manish Agrawal) of the Company.

Registered mortgage of 150.50 acres of segregated agricultural land. As per valuation report of December 2014, realisable value of the property is Rs. 12.41 Crores. The said land shall be converted into industrial land by 31.03.2016 failing which alternate security will be provided by the Company.

Irrevocable, unconditional Corporate Guarantee of M/s. Ilex Private Limited.

**Hire Purchase obligations are secured by hypothecation of vehicles purchsed under the respective agreement.

2. Other expenses include Rs. 135.36 lacs spent towards various schemes of Corporate Social Responsibility as prescribed under section 135 of the Companies Act, 2013.

3. Gratuity and Other Post Retirement Benefit Plans

The Company provides gratuity benefits which are funded with Life Insurance Corporation of India in the form of qualifying insurance policy. Leave encashment benefits is an unfunded plan of the Company.

Expenses recognized in the statement of profit and loss / Pre-operative and Trial run expenses (Pending allocation) for respective years are as follows: —

4. Segment Information

The Company is engaged in manufacturing of "Iron and Steel". Consequently it has one reportable business segment e.g. "Iron and Steel". The analysis of geographical segments is based on the area in which the customers of the Company are located.

The Company has common fixed assets for producing goods for domestic and overseas markets which are located at only one place i.e. Raigarh. Hence, separate figures for fixed assets / additions to fixed assets cannot be furnished. Export debtors at the year end amounts to Rs. 176.49 lacs (Rs. 974.74 lacs).

5. Operating Lease Company as Lessee

The Company has lease agreement for various premises which are in the nature of Operating Lease. There are no restric- tions placed upon the company by entering into these leases.

6. Impairment of Assets

On the basis of physical verification of assets and cash generation capacity of those assets, in the management perception, there is no impairment of assets as on 31st March 2015.

7. Contingent Liabilities not Provided for in Respect of:

(Rs. in lacs) As at As at Particulars 31st March, 31st March, 2015 2014

Excise Matters under dispute/ appeal 2,103.52 1,890.97

Sales Tax & VAT Matters under dispute/ appeal 400.28 130.14

Income Tax Matters under dispute/ appeal 0.55 0.55

CDR Related Liability (Right to Recompense) 278.01 -

Corporate Guarantees given* 2,812.50 4,879.42

It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings as it is determinable only on receipt of judgements/decisions pending with various forums/authorities.

There is no possibility of any reimbursement on any of the cases listed above

*The Company has given guarantee to ICICI Bank in respect of loan taken by AA ESS Tradelinks Private Limited amounting to Rs. 7500 lacs (Rs. 7500 lacs) on 31st May 2011. The management believes that the terms of the guartantee given are not prejudicial to the interest of the Company.

8. Corporate debt restructuring:

1. MSP Steel & Power Limited (MSPL), as the borrower has availed various financial facilities from the secured lenders. At the request of the Borrower, the Corporate Debt Restructuring Proposal ( Proposal') of the Borrower was referred to Corporate Debt Restructuring Cell ("CDR Cell") by the consortium of senior lenders led by the State Bank of India (Monitoring Institution). The CDR Proposal as recommended by State Bank of India, the lead lender and approved by lenders who are members of CDR Cell hereinafter referred to as the 'CDR Lenders' was approved by CDR Empowered Group ('CDR EG') on March 18, 2015 and communicated vide Letter of Approval dated March 23, 2015, as amended/ modified time to time. The cutoff date for CDR Proposal was October 01, 2014. The Master Restructuring Agreement ('MRA') between the Borrowers and the CDR Lenders has been executed, by virtue of which the restructured facilities are governed by the provisions specified in the MRA having cutoff date of October 01, 2014.

2. The key features of the CDR Proposal are as follows:

a. Repayment of Restructured Term Loans of Rs. 502.98 Crores ( 'RTL') after moratorium of 8 quarters from cutoff date in 32 structured quarterly ballooning instalments commencing from December 2016 to September 2024.

b. Conversion of various irregular portions of Working Capital Limits of Rs.149.72 Crores into Working Capital Term Loan ('WCTL-I'). Repayment of WCTL-I after moratorium of 8 quarters from cutoff date in 32 structured quarterly ballooning instalments commencing from December 2016 to September 2024.

c. Conversion of devolved financial facilities of Rs. 63.13 Crores into Working Capital Term Loan ('WCTL-II'). Repayment of WCTL-II after moratorium of 8 quarters from cutoff date in 32 structured quarterly ballooning instalments commencing from December 2016 to September 2024.

d. Restructuring of existing fund based and non fund based financial facilities, subject to renewal and reassessment every year

e. Interest accrued but not paid on various financial facilities till cutoff date (i.e., 1st October, 2014) shall be converted into Funded Interest Term Loan ('FITL'). The interest payable on RTL, WCTL-I and WCTL-II during moratorium period of 8 quarters from cutoff date also shall be converted to FITL. The repayment of FITL of Rs. 161.52 Crores should be made in 24 structured quaterly ballooning instalments commencing from December 2016 to September 2022.

f. Waiver of existing events of defaults, penal interest and charges etc in accordance with MRA

g. Lenders with the approval of CDR EG shall have the right to recompense the reliefs/ sacrifices/waivers extended by the respective CDR lenders as per CDR Guidelines.

h. Contribution of Rs. 28.14 Crores in the Company by promoters in lieu of bank sacrifice in the form of share application/ unsecured loans which needs to be converted into equity shares/preference shares latest by 30.09.2015.

3. In case of financial facilities availed from the non-CDR Lenders, the terms and conditions shall continue to be governed by the provisions of the existing financing documents.

4. The Borrowers and the CDR Lenders executed a MRA during the year. The MRA as well as the provisions of the Master Circular on Corporate Debt Restructuring issued by the Reserve Bank of India, give a right to the CDR Lenders to get a recompense of their waivers and sacrifices made as part of the CDR Proposal. The recompense payable by the borrowers is contingent on various factors including improved performance of the borrowers and many other conditions, the outcome of which currently is materially uncertain and hence the proportionate amount payable as recompense has been treated as a contingent liability. The aggregate present value of the outstanding sacrifice made/ to be made by CDR Lenders as per the MRA is approximately Rs. 112.57 Crores for the Company.

9. Valuation of Current Assets, Loans & Advances and Current Liabilities

In the opinion of the management, current assets (including trade receivables), loans and advances and current liabilities (including trade payables) have the value at which these are stated in the Balance Sheet, unless otherwise stated, and adequate provisions for all known liabilities have been made and are not in excess of the amount reasonably required.

10. As per information available with the Company, there are no suppliers covered under "Micro, Small and Medium Enterprise Development Act, 2006". As a result, no interest provision/payment has been made by the Company to such creditors, if any, and no disclosure thereof is made in the accounts.

11. The amount due from related parties are good and hence no provision for doubtful debts in respect of dues from such related parties is required. No amount has been written back / written off during the year in respect of due to / from related parties.

12. The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law/accounting standards for material foreseeable losses on such long term contracts (including derivative contracts) has been made in the books of accounts.

13. The previous year's figures have been reworked, regrouped, rearranged and reclassified wherever necessary. Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year. Bifurcation of assets and liabilities into Non-Current and Current for preparation of financial statements has been made by the management.

---

Mar 31, 2013

NOTE 1. CORPORATE INFORMATION

MSP Steel & Power Limited (''the Company'') is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. The Company is engaged in the manufacture and sale of iron and steel products and generation and sale of-power.

NOTE 2. GRATUITY AND OTHER POST RETIREMENT BENEFIT PLANS

The Company provides gratuity benefits which are funded with Life Insurance Corporation of India in the form of qualifying insurance policy. Leave encashment benefits is an unfunded plan of the Company.

Expenses recognised in the statement of profit and loss/Pre-operative and Trial run expenses (Pending allocation) for respective years are as follows: - Amount of expenses incurred for the current and previous years are as follows:

The estimate of future salary increase, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employee market.

The amount provided for defined contribution plan are as follows:

NOTE 3. SEGMENT INFORMATION

The Company is engaged in manufacturing of "Iron and Steel". Consequently it has one reportable business segment e.g. "Iron and Steel". The analysis of geographical segments is based on the area in which the customers of the Company are located.

Information for Secondary Geographical Segments

The Company has common fixed assets for producing goods for domestic and overseas markets which are located at only one place i.e. Raigarh. Hence, separate figures for fixed assets/additions to fixed assets cannot be furnished. Export debtors at the year end amounts to Rs. 104.04 lacs (Rs. 62.01 lacs).

NOTE 4. INTEREST IN JOINT VENTURE

The Company has a 14.90 % interest in Madanpur South Coal Company Limited (a Joint Venture Company), incorporated in India.

The Company''s share of the assets and liabilities of the above jointly controlled entity as at the respective Balance Sheet dates is as follows:

NOTE 5. IMPAIRMENT OF ASSETS

On the basis of physical verification of assets and cash generation capacity of those assets, in the management perception, there is no impairment of assets as on 31st March, 2013.

There is no possibility of any reimbursement on any of the cases listed above

*The Company has given guarantee to ICICI Bank in respect of loan taken by AA ESS Tradelinks Private Limited amounting to Rs. 7,500 lacs (Rs. 7,500 lacs) on 31st May, 2011. The management believes that the terms of the guartantee given are not prejudicial to the interest of the Company.

NOTE 43. There has been a delay in payment of dividend on preference s hares during the year, and the same has been paid out of its regular bank account without opening a separate dividend account, as required in terms of Section 205 & 205A of the Companies Act, 1956.

NOTE 6. VALUATION OF CURRENT ASSETS, LOANS & ADVANCES AND CURRENT LIABILITIES

In the opinion of the management, current assets (including trade receivables), loans and advances and current liabilities (including trade payables) have the value at which these are stated in the Balance Sheet, unless otherwise stated, and adequate provisions for all known liabilities have been made and are not in excess of the amount reasonably required.

NOTE 7. As per information available with the Company, there are no suppliers covered under Micro, Small and Medium Enterprise Development Act, 2*06. As a result, no interest provision/payment has been made by the Company to such creditors, if any, and no disclosure thereof is made in the accounts.

NOTE 8. During the year, the Company has abandoned its sponge iron project (kiln 4) and extension of railway siding project, as a result of which the already capitalised borrowing costs and other expenses of Rs. 795.39 lacs and Rs. 107.43 lacs respectively upto 31st March, 2012 in respect of these projects has been charged off in the Statement of the Profit and Loss. The remaining expenditure/materials in respect of these projects have alternate use in Company''s other projects and as such, the management is of the opinion that there is no value loss / impairment on the remaining amount.

NOTE 9. The previous year''s figures have been reworked, regrouped, rearranged and reclassified wherever necessary as per the Revised Schedule VI to the Companies Act, 1956. Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year.

---

Mar 31, 2012

1. Corporate information

MSP Steel & Power Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. The company is engaged in the manufacture and sale of iron and steel products and generation and sale of power.

terms/ rights attached to equity shares

The Company has only one class of equity shares having a nominal value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31st March, 2012, the dividend per share recognised as proposed distributions to equity shareholders is Rs. 0.25 (31st March, 2011: Rs. 0.50).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

terms/rights attached to preference shares

The Company has only one class of preference shares (i.e. 6% non cumulative redeemable preference shares) having a nominal value of Rs. 10/- per share. The preference shareholders shall have the right to vote on any resolution of the Company directly affecting their rights. The Company declares and pays preferential dividends in Indian rupees.

The preference share of the Company are non cumulative in nature and therefore in case the Company does not declare dividend in any particular year, dividend right gets lapsed and is not eligible for carry forward in future years.

During the year, the Company has issued 1,254,000 (31st March, 201 1: 7,540,000) numbers of preference shares of Rs. 10 each in the same class with a premium of Rs. 90 per share on private placement basis.

During the year ended 31st March, 2012, the dividend per share recognised as proposed distributions to preference shareholders is Rs. 0.60 (31st March, 2011: Rs. 0.60).

Preference shares are redeemable within 20 years from the date of allotment at a price to be decided by the Board of Directors at the time of redemption.

In the event of liquidation of the Company, the holders of preference shares will be entitled to receive assets of the Company, before its distribution to equity shareholders. The distribution will be in proportion to the number of preference shares held by the preference shareholders.

NOTE 2. SHARE APPLICATION MONEY PENDING ALLOTMENT

Terms and Conditions relating to Share Application Money pending allotment

a. The Company has issued a special notice dated 31st March, 2012 to its shareholders in terms of section 192 (A) of the Companies Act 1956, read with Company (Passing of the Resolution by the Postal Ballot) Rules 2011, proposing to issue 10,000,000 equity shares to promoter and non-promoter group on preferential basis in accordance with Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the 'SEBI ICDR Regulations') through postal ballot. Out of the total proposed shares to be issued, the Company has received share application money against 5,301,667 equity shares considering the proposed issue price of Rs. 60/- each (including a premium of Rs. 50/- per share).

b. The Company expects to allot the proposed equity shares before July 2012.

c. The Equity Shares to be allotted on preferential basis at a price of Rs. 60/- (including a premium of Rs. 50/- per share) or the price as determined in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009 whichever is higher and on such terms and conditions as may be decided and deemed appropriate by the board at its sole and absolute discretion.

d. The Equity shares so issued and allotted shall rank pari passu in all respects with the existing Equity Shares of the company. The Equity Shares so issued and allotted shall be listed and traded on all the Stock Exchanges on which the existing equity shares of the Company are Listed.

e. The Company has sufficient authorised share capital to cover the share capital amount on allotment of shares out of aforesaid share application money.

Nature of security:

* Rupee Term Loans from Banks are secured by way of equitable mortgage of Company's land and immovable properties at Raigarh, first charge by way of hypothecation of the Company's movable assets (save and except book debts) including movable machinery, machinery spares, tools and accessories, (both present and future), second charge over entire current assets of the company , (both present and future), on pari passu basis. The term loans are further secured by the personal guarantees of Puranmal Agrawal (the Chairman), Suresh Kumar Agrawal, Saket Agrawal and Manish Agrawal (Directors of the Company).

** Foreign Currency Loans from Banks are secured by way of equitable mortgage of Company's land and immovable properties at Raigarh, first charge by way of hypothecation of the Company's movable assets (save and except book debts) including movable machinery, machinery spares, tools and accessories, (both present and future), second charge over entire current assets of the company, (both present and future), on pari passu basis. The term loans are further secured by the personal guarantees of Puranmal Agrawal (the Chairman), Suresh Kumar Agrawal, Saket Agrawal and Manish Agrawal (Directors of the Company).

*** Hire purchases obligations are secured by hypothecation of vehicles purchased under the respective agreements.

Terms and conditions attached to Short term borrowings

Cash Credit and other working capital facilities and Foreign currency loans from banks are secured by hypothecation of raw materials, finished goods, goods under process, stores and spares, book debts etc. (both present and future), second charge over the entire fixed assets of the Company and personal guarantees of Puranmal Agrawal (the Chairman), Suresh Kumar Agrawal, Saket Agrawal and Manish Agrawal (Directors of the Company).

Working Capital loan from Body Corporates is secured by personal guarantees of Puranmal Agrawal (the Chairman) and Suresh Kumar Agrawal (Director of the Company) and Subservient charge on all moveable assets including stock and debtors.

* Includes 2,000 Shares held in the name of a Director on behalf of the Company.

# 66,960 Shares pledged with IDBI Bank Limited for guarantee given on behalf of the investee Company ** Wholly owned subsidiary of the Company w.e.f. 31st August, 2011

*** Subsidiary of the Company w.e.f July 08, 2011

note 3. gratuity and other post retirement benefit plans

The Company provides gratuity benefits which are funded with Life Insurance Corporation of India in the form of qualifying insurance policy. Leave encashment benefits is an unfunded plan of the Company.

The estimate of future salary increase, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employee market.

The Company expects to contribute Rs. 177.60 lacs (Rs. 148.00 lacs) to gratuity fund in the year 2012-13.

NOTE 4. INTEREST IN JOINT VENTuRE

The Company has a 14.90 % interest in Madanpur South Coal Company Limited (a Joint Venture Company), incorporated in India.

The Company's share of the assets and liabilities of the above jointly controlled entity as at the respective Balance Sheet dates is as follows: -

NOTE 5. SEGMENT INFORMATION

The Company is engaged in manufacturing of "Iron and Steel". Consequently it has one reportable business segment e.g. "Iron and Steel". The analysis of geographical segments is based on the area in which the customers of the Company are located.

The Company has common fixed assets for producing goods for domestic and overseas markets which are located at only one place i.e. Raigarh. Hence, separate figures for fixed assets / additions to fixed assets cannot be furnished. Export debtors at the year end amounts to Rs. 62.01 lacs (Rs. 306.65 lacs).

There is no possibility of any reimbursement on any of the cases listed above

*The Company has given guarantee to ICICI Bank in respect of loan taken by AA ESS Tradelinks Private Limited (became subsidiary of the Company w.e.f. 8th July, 2011) amounting to Rs. 7,500 lacs (Nil) on 31st May, 2011. The management believes that the terms of the guartantee given are not prejudicial to the interest of the Company as it will derive future economic benefits from the subsidiary.

In October 2010, search and seizure operations were conducted by the Income Tax authorities under Section 132 of the Income Tax Act, at various locations of the Company. During the course of the search and seizure operations, the income tax authorities have taken custody of certain materials such as documents, records, and recorded statements of certain officials of the Company. The Company does not expect any liability arising out of the aforesaid search and seizure.

note 6. operating lease company as lessee

The Company has entered into commercial leases on certain office spaces. There are no restrictions placed upon the company by entering into these leases.

note 7

The Company has during the year made purchases of Rs. 51.29 lacs from and sales of Rs. 48.69 lacs to certain parties falling within the purview of Section 297 of the Companies Act, 1956 for which, the Company is in the process of obtaining the required approval from the Central Government.

note 8

As per information available with the Company, there are no suppliers covered under Micro, Small and Medium Enterprise Development Act, 2006. As a result, no interest provision/ payment has been made by the Company to such creditors, if any, and no disclosure thereof is made in the accounts.

note 9

Till the year ended 31st March, 2011, the Company was using pre-revised Schedule VI to the Companies Act 1956, for preparation and presentation of its financial statements. During the year ended 31st March, 2012, the revised Schedule VI notified under the Companies Act 1956, has become applicable to the Company. The Company has reclassified previous year figures to conform to this year's classification. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it significantly impacts presentation and disclosures made in the financial statements, particularly presentation of balance sheet.

---

Mar 31, 2011

Nature of Operations:

MSP Steel & Power Limited is engaged in the manufacture and sale of iron & steel products and generation and sale of power

1. Contingent liabilities not provided for in respect of:

(Rs. in lacs)

Particulars As at As at 31st March, 2011 31st March, 2010

a) Excise Matters under dispute/ appeal 1,391.35 392.96

b) Sales Tax Matters under dispute/ appeal 85.86 34.20

c) Un-expired Bank Guarantees and Letters of Credit 1,200.44 603.74

d) Corporate guarantee given for a joint venture company 660.75 660.75

e) Custom duty on import of equipments and spare parts under EPCG scheme. 2,113.51 1,240.43

f) Claims against the Company not acknowledged as debt 60.67 60.67

In October 2010, search and seizure operations were conducted by the Income Tax authorities under Section 132 of the Income Tax Act, at various locations of the Company. During the course of the search and seizure operations, the income tax authorities have taken custody of certain materials such as documents, records, and recorded statements of certain officials of Company. The Company has not received any communication from the income tax authorities in this regard till the Balance Sheet date. The Company does not expect any liability arising out of the aforesaid search and seizure. The documents and records seized by the authorities did not impair the Company's ability to draw a true and fair financial statement as of and for the year ended March 31, 2011.

2. During the year, the Company has issued 75,40,000 numbers of 6% non cumulative non convertible redeemable preference shares of Rs.10 each with a premium of Rs.90 per share on private placement basis.

3. As per information available with the Company, there are no suppliers covered under Micro, Small & Medium Enterprise Development Act, 2006. As a result, no interest provision/payment has been made by the Company to such creditors, if any, and no disclosure thereof is made in the accounts.

4. Loans are secured as follows:

i) Rupee Term Loans from Banks are secured by way of equitable mortgage of Company's land and immovable properties at Raigarh and a first charge by way of hypothecation of the Company's movable assets (save and except book debts) including movable machinery, machinery spares, tools & accessories, (both present and future), subject to prior charges created in favour of the Company's bankers on the stock of raw materials, finished goods, process stock, consumable stores and book debts for securing working capital facilities.

ii) The above term loans are further secured by the personal guarantees of Mr. Puranmal Agrawal (the chairman), Mr. Suresh Kumar Agrawal, Mr. Saket Agrawal and Mr. Manish Agrawal (directors of the Company).

iii) Cash Credit and other working capital facilities from banks are secured by hypothecation of raw materials, finished goods, goods under process, stores and spares, book debts etc. (both present and future), second charge over the entire fixed assets of the Company and personal guarantees of Mr. Puranmal Agrawal (the chairman), Mr. Suresh Kumar Agrawal, Mr. Saket Agrawal & Mr. Manish Agrawal (directors of the Company).

iv) Hire purchases obligations are secured by hypothecation of vehicles purchased under the respective agreements. All the mortgages and charges created in favour of the banks rank pari-passu inter se, except where specifically stipulated otherwise.

5. Gratuity and other post retirement benefit plans

The Company provides gratuity benefits which are funded with Life Insurance Corporation of India in the form of qualifying insurance policy. Leave encashment benefits is an unfunded plan of the Company.

(g) The estimate of future salary increase, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employee market.

(h) The Company expects to contribute Rs. 148.00 lacs to gratuity fund in the year 2011-12.

6. During the current year, the Company has recognized MAT credit entitlement of Rs. 1,055.53 Lacs (Rs.472.84) in terms of Section 115JAA of the Income Tax Act, 1961. Based on future profitability projections, the Company is certain that there would be sufficient taxable income in the future, to claim the above tax credit.

7. In terms of Accounting Standard 22, net deferred tax liability (DTL) of Rs. 1351.54 lacs (Rs. 402.84 lacs) has been recognized during the year and consequently the net DTL stands at Rs. 3,337.34 lacs (Rs. 1985.79 lacs).

8. Interest in joint venture

The Company has a 14.90 % interest in the assets and liabilities of the Madanpur South Coal Company Limited (Joint Venture Company), established in India.

9. Excise duty & cess on stocks represents differential excise duty and cess on opening and closing stock of finished goods.

10. Segment Information:

The Company is engaged in manufacturing of “Iron & Steel”. Consequently it has one reportable business segment e.g. “Iron & Steel”. The analysis of geographical segments is based on the area in which the customers of the Company are located.

The Company has common fixed assets for producing goods for domestic and overseas markets. Hence, separate figures for fixed assets / additions to fixed assets cannot be furnished. Export debtors at the year end amounts to Rs. 306.65 (Rs.Nil).

11. Related Party Disclosures

(a) Names of the related parties :

Subsidiary Company : MSP Group International Singapore (PTE) Limited

Jointly Controlled Entity : Madanpur South Coal Company Limited

Key Management Personnel & their Relatives : Mr. Puranmal Agrawal – Chairman

Mr. Suresh Kumar Agrawal – Managing Director

Mr. Manish Agrawal – Non Executive Director

Mr. Saket Agrawal – Non Executive Director

Mrs. Kiran Agrawal (wife of Chairman)

Mrs. Nisha Agrawal (wife of Managing Director)

Mrs. Kisturi Devi Agrawal (mother of Managing Director)

Enterprises over which Key Management Personnel and/ : Howrah Gases Limited or their Relatives have significant influence MSP Sponge Iron Limited

MSP Metallics Limited

MSP Infotech Private Limited

MSP Properties (India) Private Limited

MSP Cokes Private Limited (Merged with MSP Metallics Limited)

MSP Cement Limited

MSP Power Limited

Chaman Metallics Limited

Shree Khathupati Mercantiles Private Limited

MSP Mines & Minerals Private Limited

High Time Holdings Private Limited

B.S. Confin Private Limited

Prateek Mines & Minerals Private Limited

Adhunik Cement Limited

Danta Vyappar Kendra Limited

Emerald Tradelink Pvt. Ltd.

Ginny Traders Pvt. Ltd.

India Cement And Power Company Limited

Jai K Leasing And Commercial Investment Limited

M.A. Hire Purchase Pvt. Ltd.

Raj Securities Limited

Rajnath Vyapaar Pvt. Ltd.

Shree Saishraddha Cements Pvt. Ltd.

Larigo Investment Pvt. Limited

12. During the year, the Company has hedged its exposure in the iron and steel products by way of entering into certain commodity contracts through the broker dealer. These contracts were settled, otherwise than through actual delivery, whereby the Company has earned an amount of Rs. 3, 025.00 lacs on net settlement basis. Based on a legal opinion obtained, the said income has been treated as income from normal business.

13. The Board of Directors of the Company approved the final audited financial statements for the year 2009-2010 at their meeting dated May 29, 2010. However, dividend for the year 2009-2010 was proposed by the Board of Directors in their meeting dated June 28, 2010 and accordingly paid and accounted for in the financial statements for the year ended March 31, 2011.

14. Previous year's figures indicated in brackets have been regrouped / rearranged where necessary to conform to this year's classification.

---

Mar 31, 2010

1. Contingent liabilities not provided for in respect of:

Rs. in lacs

As at As at

Particulars 31st March,2010 31st March, 2009

a) Excise Matters under dispute/ appeal 392.97 81.57

b) Sales Tax Matters under dispute/ appeal 34.20 141.69

c) Un-expired Bank Guarantees and Letters of Credit 603.74 910.05

d) Cess on Power Generation Amount Amount

unascertainable unascertainable

e) Claims against the Company not acknowledged as debt 60.67 -

A search and Seizure was conducted by the Excise Department at the Companys Plant at Raigarh on 17th February, 2009. During the current year, the excise department has returned back the documents relating to consumption of raw materials and production which were seized by the said department. The show cause cum demand notice for Rs. 55.81 lacs received from the department has been considered as contingent liability and included in (a) above.

2. During the year, the Company has decided to issue 1,20,00,000 numbers of 6% non cumulative redeemable preference shares of Rs. 100 each (including premium of Rs. 90 per share) on private placement basis. Against the said issue, a sum of Rs. 2,220 lacs has been received during the year from certain bodies corporate towards application money which is pending allotment as at March 31,2010.

3. As per information available with the Company, there are no suppliers covered under Micro, Small S Medium Enterprise Development Act, 2006. As a result, no interest provision/payment has been made by the Company to such creditors, if any, and no disclosure thereof is made in the accounts.

4. A) Loans are secured as follows:

i) Rupee Term Loans from Banks are secured by way of equitable mortgage by deposit of title deed of Companys land and immovable properties at Raigarh and a first charge by way of hypothecation of the companys movables(save and except book debts)including movable machinery, machinery spares, tools & accessories,(both present and future), subject to prior charges created in favour of the companys bankers on the stock of raw materials, finished goods, process stock, consumable stores and book debts for securing working capital facilities.

ii) All the mortgages and charges created in favour of the banks rank pari-passu inter se, except where specifically stipulated otherwise.

iii) The above term loans are further secured by the personal guarantee of Mr. Puranmal Agrawal (chairman), Mr. Suresh Kumar Agrawal, Mr. Saket Agrawal & Mr. Manish Agrawal (directors of the company).

iv) Cash Credit and other working capital facilities from banks are secured by hypothecation of raw materials, finished goods, process stock, consumable stores, book debts etc.(both present and future), second charge over the entire fixed assets of the company and personal guarantee of Mr. Puranmal AgrawaKchairman), Mr. Suresh Kumar Agrawal, Mr. Saket Agrawal S Mr. Manish Agrawal(directors of the company).

v) Hire purchases obligations are secured by hypothecation of vehicles purchased under the respective agreements.

5. Excise duty & cess on stocks represents differential excise duty and cess on opening and closing stock of finished goods.

6. The Company, at present, is in the process of updating its fixed assets register, pending which, the discrepancies, if any, between the physical and book balance of fixed assets is not presently ascertainable, which, in the view of the management should not be material.

7. Related Party Disclosures

(a) Names of the related parties:

Subsidiary Company : MSP Group International Singapore (PTE) Limited

(w.e.f. 1st April 2009)

Jointly Controlled Entity : Madanpur South Coal Company Limited

Key Management Personnel & their Relatives

: Mr. Puranmal Agrawal - Chairman

Mr. Suresh Kumar Agrawal - Managing Director

Mr. Manish Agrawal - Non Executive Director

Mr. Saket Agrawal - Non Executive Director

Mrs. Kiran Agrawal (wife of Chairman)

Mrs. Nisha Agrawal (wife of Managing Director)

Mrs. Kasturi Devi Agrawal (mother of Managing Director)

Enterprises over which Key Management Personnel and/ or their Relatives have significant influence: Howrah Gases Limited MSP Sponge Iron Limited MSP Metallics Limited MSP Infotech Private Limited MSP Properties (India) Private Limited MSP Cokes Private Limited MSP Group international Singapore (PTE) Limited (Converted into subsidiary with effect from 1st April 2009) MSP Cement Limited MSP Power Limited MSP Energy Limited MSP Rolling Mills Private Limited Chaman Metallics Limited Shree Khathupati Mercantiles Private Limited MSP Mines & Minerals Private Limited High Time Holding Private Limited B.S. Confin Private Limited Rama Alloys Private Limited Pratik Mines & Minerals Private Limited

---

Mar 31, 2009

1. Contingent liabilities not provided for in respect of:

(Rs.in lacs)

Particulars As at 31st As at 31st March 2009 March 2008

a) Excise Matters under dispute/ appeal 81.57 68.35

b) Sales Tax Matters under dispute/ appeal 141.69 40.25

c) Un-expired Bank Guarantees and Letters of Credit 910.05 1,037.68

d) Cess on Power Generation (Amount unascertainable) - -

2. The Pellet Plant having achieved the technical parameters of operations and stabilization of production efficiency, has commenced the commercial production as at 29th March, 2009. Accordingly, fixed assets amounting to Rs. 8,677.69 lacs (including allocated pre-operative expenditure and trial run expenditures) have been capitalised during the year.

3. A search and seizure was conducted by Excise department at the Company’s Plant at Raigarh on 17th February, 2009 where in certain supporting documents relating to consumption of raw materials and production have been seized by the said department. Based on the documents and information available with the Company, the figures of raw-materials consumption and production have been arrived at for the period from 1st April’ 08 to 17th February’ 09 which have been relied upon by the auditors.

4. As per information available with the Company, there are no suppliers covered under Micro, Small & Medium Enterprise Development Act, 2006. As a result, no interest provision/payment have been made by the Company to such creditors, if any, and no disclosure thereof is made in this accounts.

5. A) Details of nature of security of Secured Loans

i) Term Loans from banks are secured by way of the following:

a) Equitable mortgage of factory land, buildings and all the immovable fixed assets and hypothecation of all the plant and machinery and other movable assets on pari passu basis with all the term lenders of the Company.

b) Second charge over all the current assets, present and future, on pari passu basis with all the term lenders of the Company.

ii) Working Capital facilities from banks are secured by way of the following:

a) First hypothecation charge on entire current assets i.e. inventories and receivables on pari-passu basis (both present and future).

b) Second charge on factory land and buildings and all the immovable fixed assets and hypothecation of all the plant and machinery and other movable assets on pari passu basis.

iii) The terms loans and working capital facilities are additionally secured by the corporate guarantee of Rama Alloys Private Limited as a collateral security and personnel guarantee of all promoters directors of the Company.

iv) Hire purchases obligations are secured by hypothecation of vehicles purchased under the respective agreements.

B) Secured Loans falling due for repayment within one year Rs. 3,522.30 lacs (Rupees 1,952.70 lacs).

6. Gratuity and other post retirement benefit plans

The Company provides gratuity benefits which is funded with Life Insurance Corporation of India in the form of qualifying insurance policy. Leave encashment benefits is an unfunded plan of the Company.

(g) The estimate of future salary increase, considered in acturial valuation, takes account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employee market.

(h) The Company expects to contribute Rs. 12.00 lacs to gratuity fund in the year 2009-2010.

7. a) Current Tax provision is net of Rs 387.51 lacs (including Rs. 311.28 lacs for earlier years) being the Minimum Alternate Tax (MAT) in terms of section 115JB of the Income Tax Act, 1961. Further, in terms of the provisions of section 115JB of the Income Tax Act, 1961, MAT entitlement of Rs 387.51 lacs is being carried forward for future adjustment. Based on the profitability projections and improved market conditions, the Company is certain that there would be sufficient taxable income in the future, to claim the above tax credit.

8. Interest in joint venture

The Company has a 14.90 % interest in the assets and liabilities of the Madanpur South Coal Company Limited (Joint Venture Company), established in India which is yet to commence the process of commercial extraction of coal and hence no Profit & Loss account have been prepared by the Joint Venture Company.

9. Excise duty & cess on stocks represents differential excise duty and cess on opening and closing stock of finished goods.

10. Segment Information:

The company has only one business segment i.e. iron & steel and thus no further disclosures are required in accordance with Accounting Standard 17 as notified by the Companies (Accounting Standards) Rules, 2006 (as amended).

11. Related Party Disclosures

(a) Names of the related parties : Jointly Controlled Entity : Madanpur South Coal Company Limited

Key Management Personnel & their Relatives

Mr. Puranmal Agrawal – Chairman

Mr. Suresh Kumar Agrawal – Managing Director

Mr. Manish Agrawal – Non Executive Director

Mr. Saket Agrawal – Non Executive Director

Mrs. Kiran Agrawal (wife of Chairman)

Mrs. Nisha Agrawal (wife of Managing Director)

Mrs. Kasturi Devi Agrawal (mother of Managing Director)

Enterprises over which Key Management Personnel and / or their Relatives have significant influence

Howrah Gases Limited

MSP Sponge Iron Limited

MSP Metallics Limited

MSP Infotech Private Limited

MSP Rolling Mills Private Limited

MSP Coke Private Limited

MSP Group International Singapore (PTE) Limited

MSP Cement Limited

MSP Power Limited

Rama Alloys Private Limited

Chaman Metallics Limited

Shree Khathupatti Merchantiles Private Limited

Larigo Investment Private Limited

MSP Mines & Minerals Private Limited

High Time Holding Private Limited

B.S. Confin Private Limited

12. The comparative figures of the previous year appearing in the financial statement have been audited by Companys previous auditor M/S. Dwarka Ashok & Associates, Chartered Accountants, Kolkata.

13. Previous year’s figures including those given in brackets, have been regrouped / rearranged where necessary to conform to this year’s classification.