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Directors Report of Mukand Ltd.

Mar 31, 2022

1. The Directors of the Company place on record the deep sense of grief over the passing away of Company''s former Chairman Shri Rahul Bajaj on February 12, 2022. He was on the Board of your Company as a Director from 1976 to 2010. He also acted and functioned in an exemplary way as Chairman of the Committee of the Board constituted for the convenience of transacting the day-to-day business and affairs of the Company at the time of absence of the then Chairman & Managing Director, Shri Viren J. Shah during the years 1976 / 1977. He was elevated on the Board of Directors as ''Vice Chairman'' in the year 1994. He was the Chairman of your Company''s Board from December 1, 1999 to July 14, 2007. During this period, the steel industry was passing through recession and Company''s performance reflected down-turn. It operated under severe financial constraints. However, under his leadership, the Company sailed through these difficult times and improved its performance. It was under his Chairmanship that we commissioned the Hospet plant and received the TPM award for our two divisions, Steel plant and Industrial Machinery, at Dighe, Thane.

Shri Rahul Bajaj pioneered the Bajaj Group of Companies which manufacture and market a range of products and services in India and abroad including two & three-wheelers, home appliances, lamps, wind energy, special alloy and stainless steel, cranes, material handling equipment, travel, general and life insurance and investment & financial services. He was one of the longest serving Chairman in Corporate India.

Shri Bajaj has received numerous prestigious awards and recognitions from reputed authorities and bodies, notable ones being the ''Padma Bhushan'' in 2001 from the Government of India, Alumni Achievement Award by the Harvard Business School and Lifetime Achievement Awards from the Economic Times and Ernst & Young. He was appointed Chairman (1986-89) of the Government owned domestic carrier, Indian Airlines. He was nominated by the President of India as the Chairman of the Board of Governors of the Indian Institute of Technology, Mumbai during 2003-06.

Shri Bajaj was the President of: Confederation of Indian Industry (CIIâ1979-80 / 1999-2000), Society of Indian Automobile Manufacturers (SIAM), Maharashra Chamber of Commerce, Industry and Agriculture (MCCIA), and Chairman of the Development Council for Automobiles and Allied Industries for forcefully articulating and presenting the issues concerning the nation / industry. As an active participant in our democracy, he served as a member of Rajya Sabha from 2006-2010. He was a member of the Executive Board of Indian School of Business and a director on the Board of Commonwealth Business Council.

On the international front, Shri Bajaj was a member & former Chairman of the International Business Council of the World Economic Forum, Geneva and a Member of Harvard Business School''s (India) Research Centre & India Advisory Board and the International Advisory Committee of NYSE Euronext.

Shri Rahul Bajaj, as head of the Bajaj Group, was a father figure, guide and teacher to Bajaj family members. He is recognized as one of the most successful business leaders of Independent India. He ensured that the legacy of family''s forefathers, which was service to the nation through hard work and honesty, continued. Just as he guided us for these many years, his values and legacy will continue to guide us for many more years to come.

2. With effect from October 1,2021, two of our respected directors, Shri Rajesh Shah and Shri Suketu Shah expressed their desire to retire from their positions in the Company as Co-Chairman and Managing Director and Joint Managing Director respectively.

You are all very much aware that Mukand has been jointly owned and jointly managed by the Bajaj and Shah families for over 80 years. The business association built on mutual respect and friendship has continued for three generations and we are sure that the friendship will go on for many more generations. This mutual decision of their retirement from the Company is a loss to the Board as the journey together was for nearly four decades sharing the same sorrows and joys, disappointments and accolades.

The Board puts on record their exemplary contribution to the Company. The Board thanks Shri Rajesh Shah and Shri Suketu Shah for their guidance and leadership over the years.

3. The Directors present the 84th Annual Report along with the Audited Financial Statements of the Company for the year ended March 31, 2022. The amendments to Schedule-III to the Companies Act, 2013 which are effective from April 1, 2021 as to the format of the Financial Statements and enhanced disclosures therein have been complied with. These amendments are in relation to the better Corporate Governance, Financial Discipline / Solvency, Early signals etc.

4. Financial ResultsStandalone Financial Highlights

(Rs. in crore)
Description	Financial Year 2021-22	Financial Year 2020-21
Total Income	4,662.31	3,347.38
Earnings before Interest, Depreciation and Tax	267.41	435.69
Interest (net) and Depreciation	161.71	347.90
Profit / (Loss) before tax	105.70	87.79
Current Tax / Deferred Tax Credit / (charge) (net)	16.42	(31.22)
Excess / (short) provision tax for earlier years (net)	--	(10.57)
Profit/(Loss) for the year	122.12	46.00
Other Comprehensive Income (net)	(2.32)	(5.72)
Total Comprehensive Income	119.80	40.28
Earnings per Share (in Rupees)	8.64	3.25

5. Financial Performance and the State of Company''s affairs

5.1 The total income for the year is higher at Rs. 4,662.31 crore as compared to Rs.3,347.38 crore in the previous year. Profit after Tax for the year is at Rs. 122.12 crore as against profit after tax of Rs. 46.00 crore in the previous year.

The revenue of the Steel division stood at Rs. 4,530.44 crore for the year as against Rs. 3,281.87 crore of the previous year while the Industrial Machinery Division recorded revenues of Rs.100.34 crore as against Rs. 26.52 crore of the previous year.

5.2 Report on COVID-19 Pandemic

The second COVID-19 wave posed a downside risk to economic activity in the first quarter of the year in progress. Its impact was muted compared with that of the first wave a year ago. Management expects that considering the nature of its business operations, existing customer and supplier relationships, impact on its business operations, if any, arising from COVID-19 pandemic may not be significant in the long run and would be able to recover carrying amount of all its assets as appearing in the financial statements and meet its entire financial obligations in the near future. The impact of COVID 19 pandemic may be different from that estimated as at the date of approval of these financial results. The Management will continue to monitor any material changes to future economic conditions.

6. Dividend & Transfer to reserves

In view of positive financial results, the Directors recommend payment of dividend on 0.01% Cumulative Redeemable Preference Shares upto the date of redemption of these shares. As Rs.2 per share was redeemed in September 2019 and September 2020 (total Rs.4 per share) and the balance Rs.6 per share in September 2021, the dividend for FY 2021-22 would be paid pro-rata. The Directors recommend dividend @ 8% Cumulative Redeemable Preference Shares issued in FY 2019-20. As Rs.2 per share was paid up in September 2019 and September 2020 (total Rs.4 per share) and balance Rs.6 per share in September 2021, the dividend for FY 2021-22 would be paid pro-rata.

The Directors also recommend dividend @ Rs. 1.50 per equity share for the year under Report.

Dividend Distribution policy: pursuant to provisions of SEBI Listing Regulations, 2015, as amended, the Board of Directors of the Company at its meeting held on May 25, 2021 has formulated a dividend distribution policy of the Company. The said policy has been uploaded on the website of the Company and can be accessed at https://www.mukand.com/wp-content/uploads/2021/08/Dividend_Distribution_Policy.pdf

7. Amalgamation of Group Companies

Petitions filed with National Company Law Tribunal (NCLT) for Scheme of amalgamation between Adore Traders and Realtors Private Limited, a wholly owned subsidiary of Mukand Global Finance Limited with the parent company MGFL, followed by the amalgamation of MGFL and Mukand Engineers Limited with the Company has been approved by NCLT after close of the year i.e. on April 29, 2022. The Scheme shall be effective from the appointed date April 1,2019 on receipt of certified copy of NCLT order and filing the same with Registrar of Companies and therefore the above results do not include effect of amalgamation of these Companies.

8. Joint Ventures8.1 Mukand Sumi Special Steel Limited (MSSSL)

MSSSL is a Joint Venture with Sumitomo Corporation (SC), Japan in the Business of manufacturing and marketing Alloy Steel bars and rods. On account of divestment of Company''s balance stake in this Joint Venture on April 30, 2021, the Consolidated Financial Statements include effect of Financial Results of this JV upto April 30, 2021.

8.2 Mukand Sumi Metal Processing Limited (MSMPL)

MSMPL is also a Joint Venture with SC in the business of manufacturing and marketing cold finished bright bars and wires. During the year under review, total income was Rs. 934.05 crore and the Profit Before Tax stood at Rs. 3.29 crore.

8.3 The Board of Directors of MSMPL and MSSSL have approved demerger of alloy steel business of MSMPL into MSSSL as a going concern pursuant to a proposed Scheme of Arrangement amongst MSMPL, MSSSL and their respective shareholders and creditors under Sections 230 to 232 read with Section 52 and other applicable provisions of the Companies Act, 2013. The scheme has been approved by NCLT after close of the year on May 12, 2022. The scheme shall be effective from the appointed date April 1, 2020 on receipt of Certified copy of NCLT Order and filing the same with Registrar of Companies and therefore, the Consolidated Financial Statements do not include effect of demerger as envisaged in the scheme.

9. Finance9.1 Share Capital

The paid-up equity share capital as on March 31,2022, was Rs.141.42 crore. During the year under review there was no change in the Equity Share Capital of the Company.

During FY 2019-20, Company issued 5,626,320, 8% Cumulative Redeemable Preference Shares of Rs.10/- each by private placement to Promoter Group entities. The purpose of the issue was to fund the redemption of 5,626,320, 0.01% Cumulative Redeemable Preference Shares. The third (due in September 2021), fourth (due in September 2022) and fifth (due in September 2023) instalment of redemption of 0.01% Cumulative Redeemable Preference Shares of Rs.6/- per share aggregating Rs.3.38 Crore was completed in September 2021 after seeking approval of 0.01% Cumulative Redeemable Preference Shareholders. This was paid by a call of Rs. 6 each in the aforesaid issue.

9.2 Monetization of assets9.2.1 During the year under report, the Company

i) disposed off balance 21% of equity stake held by the Company in Mukand Sumi Special Steel Ltd, a Joint Venture of the Company to Jamnalal Sons Private Ltd., an entity belonging to the Promoter Group of the Company for a total consideration of Rs.499.53 crore. As this investment was measured at fair value in earlier years, this disposal does not have any material impact on the statement of profit and loss for the year under report.

ii) closed the operations and subsequent liquidation of its wholly owned subsidiary Company, Mukand International FZE, Dubai. The Subsidiary has paid back for 4 shares of 1 Million Dirham each. Accordingly, Company has on April 30, 2021 received Rs.8.07 crore on this account.

iii) has executed an Agreement for Sale (AFS) on March 2, 2022, of land of the Company admeasuring approx. 47 acres situated at Kalwe and Dighe, in Thane district for a consideration of Rs. 806.14 crore. Of this, part consideration of Rs.161.23 crore, (being a sum equivalent to 20% of the sale consideration) has been deposited by the purchaser as earnest money deposit, in an escrow account. The aforesaid sale is subject to fulfilment of certain conditions precedent by the parties. As at the March 31,2022 the carrying value of the said land (including capitalized value of improvement) is shown at Rs.106.17 crore as ''Assets held for Sale'' in accordance with Ind AS-105.

Similarly, Company has executed a Conditional Agreement for Sale of a residential flat at Mumbai on December 10, 2021 for a consideration of Rs.15 crore. Of this, part consideration of Rs.1.50 crore (being a sum equivalent to 10% of the sale consideration) has been received by the Company as an Earnest Money Deposit. As at the March 31, 2022 the carrying value of the said flat is shown at Rs.1.68 crore as ''Assets held for Sale'' in accordance with Ind AS-105.

The results for the year under report includes effect of items at i) and ii) above for transactions completed by March 31, 2022. Amounts realized from above disposals, etc., have been / will be mainly utilized to repay debt / other interest-bearing liabilities and this will entail substantial reduction in the yearly interest costs.

9.3 Material Changes & Commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report. Management expects to recover carrying amount of all its assets as appearing in the financial statements as at March 31, 2022.

9.4 Fixed Deposits

The Company re-paid (including transfer to IEPF) an amount of Rs. 0.65 crore in accordance with the Companies (Acceptance of Deposits) Rules 2014. The matured & unclaimed deposits as at the end of the year were Rs.0.29 crore. There has been no default in repayment of deposits or payment of interest during the year. With effect from January 20, 2022, the Company has started accepting Fixed Deposits from its esteemed shareholders at an interest rate of 7% per annum which has a lock in period of three years and additional facility like monthly interest on a single deposit of Rs. 1 lac and above. Deposits accepted upto March 31, 2022 amounted to Rs.16.07 crore. There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

9.5 Credit Rating

The rating agency Acuite Ratings & Research Limited (âACUITEâ) vide its letter dated May 05, 2022, has revised / upgraded the Ratings of various credit facilities / exposures of the Company as stated below:

Total Fixed Deposits Rated	Rs. 180.48 Crore
Fixed Deposit Rating	ACUITE FA / Outlook: Stable.
Total Long Term Bank Loan Rated	Rs.1,000.48 Crore
Long Term Rating	ACUITE BBB (upgraded from BBB- to BBB) / Outlook: Stable.
Total Short Term Bank Loan Rated	Rs.185.00 Crore.
Short Term Rating	ACUITE A3 (Updated from A3 to A3 )

10. Corporate Social Responsibility (CSR)

In view of amendment to Section 135 of Companies Act, 2013, a company is to have a CSR Committee, if it is required to spend more than Rs.50 Lakhs toward CSR activities. As the Company is not required to spend more than Rs.50 Lacs, the present CSR Committee was dissolved with effect from May 25, 2021 and functions of the Committee shall thereafter be discharged by the Board of Directors of the Company. Report on CSR activities carried out by the Company, Joint Venture Companies and by the Bajaj Group is enclosed as part of this report as Annexure-1.

11. Statutory Disclosures

The Statutory Disclosures in accordance with Section 134 read with Rule 8 of Companies (Accounts) Rules 2014, Section 178, Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR 2015) are given in the annexures to this Report.

11.1 Management Discussion and Analysis

As required under Regulation 34(2) read with Schedule V of SEBI LODR 2015, Management Discussion and Analysis is enclosed as a part of this report as Annexure-2.

11.2 Business Responsibility Report

As required under Regulation 34(2)(f) of SEBI LODR 2015, Business Responsibility Report is enclosed as a part of this report as Annexure-3. The BRR highlights the initiatives, action, process and the way Company conducts its business in line with its environmental, social and governance obligations.

11.3 Corporate Governance Report

11.3.1 The Company has complied with the Corporate Governance requirements under the Act and SEBI Listing Regulations. We invite your attention to para 7.1 of Corporate Governance Report annexed to this Report.

11.3.2 A report on Corporate Governance together with the certificate of the statutory auditors confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of SEBI LODR 2015 is enclosed as a part of this report as Annexure-4.

11.3.3 During the year under review, 5 (five) Meetings of the Board of Directors of the Company were convened and held. Detailed information on the meetings of the Board and its various Committees are included in Corporate Governance Report forming part of this report.

11.4 Annual Return

Annual Return as at March 31, 2022 in the prescribed format under the Companies Act, 2013 (Draft MGT-7) is available on the website of the Company and same can be accessed at https://www.mukand.com/investors/annual-reports.

11.5 Directors'' Responsibility Statement

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures.

ii. Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022, and of the profit of the Company for the year ended March 31, 2022.

iii. 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. The Annual Accounts have been prepared on a going concern basis.

v. Internal financial controls have been laid down and followed by the Company and that such controls are adequate and are operating effectively.

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11.6 Statement on declaration given by Independent Directors

The Company has received necessary declarations/confirmation from each Independent Director under Section 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25(8) of the SEBI LODR Regulations 2015 that they meet the criteria of independence laid down thereunder. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, relating to inclusion of their name in the data bank of independent directors.

11.7 Disclosure regarding Company''s policies under Companies Act, 2013

The Company''s policies on i) Director''s appointment and remuneration, determining criteria for qualification/ independence, ii) Remuneration for Directors, Key Managerial Personnel and other employees, iii) Performance evaluation of the Board, Committees and Directors, iv) Materiality of Related Party transactions, v) Risk Management, vi) Determining Material Subsidiaries and vii) Whistle Blower / Vigil Mechanism along with details of web link (in cases where it is prescribed) are given in Annexure-5.

11.8 Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantee or investments given or made by the Company under Section 186 of the Companies Act, 2013 are disclosed in Notes to the Financial Statements.

11.9 Related Parties Transactions

All contracts / arrangement / transactions entered into by the Company during FY 2021-22 with related parties were in compliance with the provisions of the Companies Act, 2013 and SEBI LODR, 2015. The details of transactions with related parties during FY 2021-22 are provided in the notes to the financial statements.

Further, there were material Related Party Transactions (RPTs) which got covered as material RPTs under Regulation 23 of SEBI LODR 2015 and were approved by the members. During the year 2021-22, pursuant to Section 177 of the Companies Act, 2013 and Regulation 23 of SEBI LODR 2015, all RPTs were placed before Audit Committee for its prior / omnibus approval. The requisite disclosure in respect of aforesaid RPTs in Form AOC-2 is furnished in Annexure-6.

The policy on RPTs as approved by the Board is uploaded on the Company''s website.

11.10 Conservation of Energy, technology absorption, imported technology, Foreign Exchange earnings and outgo

Information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in Annexure-7.

11.11 Report on the subsidiaries, associates and joint venture Companies, names of Companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies

A report on performance and financial position of each of the subsidiaries, associates and joint venture companies together with names of companies which have become or ceased to be subsidiaries, joint ventures or associate companies during the year under review are furnished in Annexure-8.

Further, pursuant to the provisions of Section 136 of the Act, the standalone financial statement of the Company, consolidated financial statements along with the relevant documents and separate audited financial of statements in respect of subsidiaries, are available on the Company''s website, www.mukand.com.

11.12 Significant and Material orders passed by the Regulators or Courts

During the year, no significant and material orders were passed by any of the Regulators or Courts. Please refer para 7 of this Report for order passed by NCLT for amalgamation of group companies.

11.13 Details of Directors or KMP who are appointed / re-appointed or have resigned/retired (including by rotation) during the year

Shri Pratap V. Ashar, who was Director on your Board, passed away on 8th April 2022. Shri Ashar has been in the service of the Company since the year 1959 and has rendered invaluable services for over six decades to the Company. He worked closely with two generations of the Promoter families. He was appointed as Whole-time Director of the Company, designated as ''Director & Advisor - Administration'' from May 2018 to May 2021. In the last Annual General Meeting, he was re-appointed as ''Non-Executive Director'' with effect from May 29, 2021. The Board records its sincere appreciation for the exemplary contribution, support and guidance provided by him during his long tenure with the Company.

As mentioned earlier in this report, Shri Rajesh V. Shah, Co-Chairman & Managing Director and Shri Suketu V Shah, Joint Managing Director retired with effect from October 1,2021.

Directors liable to retire by rotation: Shri Niraj Bajaj retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The members are requested to consider and approve his re-appointment.

Appointment: No Director was appointed during the year under report.

Shri Arvind M. Kulkarni (DIN:01656086) was appointed as Whole-time Director for a period of 3 years by the Board of Directors in its meeting held on May 17, 2022 and designated as ''President & Director''. He has rendered over 47 years'' of service to the Company since the year 1974. He is an Engineering Graduate from IIT, Kharagpur and Post Graduate in Industrial Engineering from NITIE, Mumbai. He shall be liable to retire by rotation, in accordance with the requirements of Section 152 of the Companies Act, 2013. This appointment shall come into effect from date of approval of shareholders by way of special resolution.

Pursuant to Section 149(4) of the Companies Act, 2013 read with Regulation 17(1) of SEBI LODR 2015, the Board has one half of its directors in the category of independent directors in terms of aforesaid Regulation.

Changes in Key Managerial Personnel

Shri K. J. Mallya, Company Secretary & Chief, Legal retired on April 30, 2022 after rendering over 15 years'' of continuous and meritorious service. The Board records its sincere appreciation for the exemplary contribution, support and guidance provided by him during his long tenure with the Company. Shri Rajendra Sawant, a qualified Company Secretary with legal qualifications having over 20 years'' of experience in Corporate Sector has been appointed by the Board as ''Company Secretary & Chief, Legal'' with effect from May 17, 2022.

Shri Umesh V. Joshi, Chief Financial Officer is to retire on May 31, 2022 after rendering 50 years'' of continuous and meritorious service. The Board records its sincere appreciation for the exemplary contribution, support and guidance provided by him during his long tenure with the Company. Shri Dhanesh K. Goradia, a qualified Chartered Accountant has been appointed by the Board as ''Chief Financial Officer'' with effect from June 1, 2022. He has rendered over 29 years'' service to the Company since the year 1992.

11.14 Performance evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR 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 Board Committees viz. Audit committee, Nomination & Remuneration committee, Stakeholders'' Relationship committee. For further information with regard to manner in which evaluation was carried out etc., refer Performance Evaluation section of Corporate Governance Report attached to this report.

The Independent Directors of the Company met separately on February 11,2022 to discuss the following:

i) review the performance of non-independent directors and the Board as a whole.

ii) review the performance of the Chairperson of the Company, taking into account the views of non-executive directors.

iii) assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All of the Independent Directors were present at the Meeting and discussed the above and expressed their satisfaction.

11.15 Internal Financial Controls with reference to financial statements

Adequate systems for internal controls provide assurances on the efficiency of operations, security of assets, statutory

compliance, appropriate authorization, reporting and recording of transactions. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditor prepares regular reports on the review of the systems and procedures and monitors the actions to be taken.

11.16 Details relating to Remuneration of Directors, Key Managerial Personnel and Employees

The information required under Section 197 of the Companies Act, 2013 read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished in Annexure-9.

11.17 Safety, Health and Environment

The Company pays utmost importance towards safety and health of its employees by implementing policies, procedures and conducting various awareness programmes among the employees. It conducts many promotional activities among its work force on safety adherence and developing the community on national and international events related to Health, Safety and Environment. During the year under report, National Safety Week, Fire Safety Week and Environment Day were celebrated by reminding the employees through campaigns on its crucial significance in today''s world. All functional Departments work in cohesion to a common goal that includes utilizing natural resources with minimal or no damage to the environment and efficiency in energy.

11.18 Consolidated Financial Statements (CFS)

The CFS is prepared by the Company pursuant to Section 129(3) of the Companies Act, 2013 in accordance with the requirements of Ind-AS110 Consolidated Financial Statements read with other applicable Indian Accounting Standards. Segment-wise disclosure of revenues, results, assets and liabilities on the basis of segments are separately given in a tabular form in the Consolidated Financial Statements.

11.19 Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaints were received by the Committee formed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

12. Auditors

12.1 Messrs DHC & Co., were appointed as Statutory Auditors of the Company for conducting audit of financial statements for a period of 5 years commencing from FY 2020-21.

12.2 Based on recommendation of the Audit Committee, Board has appointed Y R. Doshi & Co., as Cost Auditors of the Company for the financial year ending 2022-23.The Board of Directors do confirm that the maintenance of cost records as specified by the Central Government under Sub-section (1) of Section 148 of the Companies Act, 2013, is required by the Company and accordingly, such accounts and records are made and maintained by the Company for the financial year 2021-22.

12.3 Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed Anant Khamankar of M/s. Anant B. Khamankar & Co. (Membership No. FCS: 3198), Practising Company Secretary, to undertake the Secretarial Audit of the Company for FY: 2021-22. Pursuant to Regulation 24A of SEBI LODR 2015, Secretarial Audit Report of the Company and Mukand Sumi Metal Processing Limited, a material subsidiary of the Company, is enclosed to this report as Annexure - 10 & 11 respectively.

13. Auditors'' Report

The observations made in the Statutory auditors'' report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 134(3)(f) of the Companies Act, 2013. Observations made in the Secretarial Auditors report are self- explanatory and company has already taken corrective steps to regularize the compliance of Reg. 17 (1A) of SEBI LODR, 2015.

14. Confirmation of Compliance of Secretarial Standards

The Company has complied with applicable Secretarial Standards during the year under review.

15. Acknowledgement

The Board of Directors thanks the Banks, Central and State Government Authorities, Shareholders, Customers, Suppliers, Employees and Business Associates for their continued co-operation and support to the Company.

On behalf of the Board of Directors,

Niraj Bajaj

Chairman & Managing Director DIN: 00028261 Mumbai, May 17, 2022.

Mar 31, 2018

1. The Directors present the 80th Annual Report and audited Financial Statements of the Company for the year ended March 31, 2018.

2. Financial Results:

Financial Highlights:

Description	2017-18	2016-17
	(Rs. in Crores)
Revenue from operations and other operational Income	3,106.65		2,995.19
Profit/(loss)
Profit/(loss) before tax	25.64		74.08
Current Tax / Deferred Tax Credit / (charge) (net)	18.22		(62.84)
Profit/(Loss) after Tax	44.06		11.24
Other Comprehensive Income (net)	30.71		(21.66)
Total Comprehensive Income	74.77		(10.42)
Net worth:
Earnings per Share	3.12		0.79

3. Performance:

3.1 The total revenue (including other income) during the year was Rs. 3,407.58 crores compared to Rs. 3,171.45 crores in the previous year. The exports during the year were Rs. 222 crores compared to Rs. 151 crores in the previous year, i.e., an increase of 47%. The turnover has improved on account of increase in production of alloy steel and stainless steel during the year. The profit before tax for the year is Rs. 25.64 crores as compared to Rs. 74.08 crores in the previous year. The previous yearâs figures of revenue and profits are not comparable on account of Ind-AS adjustments. The margins were affected due to increase in input cost which could not be passed on to customers, loss on account of volatility in foreign exchange rates, higher interest cost, etc.

3.2 The Company adopted Indian Accounting Standards (Ind-AS) from April 1, 2017. The figures of previous year are also re-cast / regrouped to be Ind-AS compliant as the transitional date for adoption of Ind-AS for your Company is April 1, 2016. These annual financial statements are the first financial statements of the Company under Ind-AS. Impact of such first-time adoption of Ind-AS as compared to previous GAAP is given in the annexed Financial Statements.

3.3 The performance of the Company is elaborated in the Management Discussion & Analysis annexed to this report.

4. The Directors do not recommend any dividend for the year in the absence of eligible profit required for distribution in terms of provisions of Section 123 of the Companies Act, 2013 and no amount has been transferred to the Reserves.

5. Transfer of Alloy Steel Rolling and Finishing Business:

5.1 As reported in the previous years, the application of Scheme of Arrangement and Amalgamation involving transfer of alloy steel rolling and finishing business of the Company to its wholly owned subsidiary company viz., MukandAlloy Steel Pvt. Ltd. (MASPL) was filed with National Company Law Tribunal (NCLT). The required approvals from Shareholders, Creditors and other competent statutory / regulatory authorities have been received and the Scheme was approved by NCLT (Mumbai Bench) on December 13, 2017.

5.2 After close of the year, Sumitomo Corporation, Japan (SC) as a Joint Venture partner for the Alloy Steel Rolling and Finishing Business (ASRFB) has invested an amount of â1,180.99 Crore.

5.3 The amount so received was utilized for payment of debt transferred by your company to MASL and consideration payable to the Company. This will reduce debt of the Company.

5.4 Upon such investment, Company now holds 51% and Sumitomo Corporation 49% in MASL. On infusion of funds by Sumitomo, the name of MASL was changed to Mukand Sumi Special Steel Ltd. (MSSSL).

5.5 Operations under the Joint Venture are expected to provide focused attention to improve efficiency of operations, widening of the marketing network and for expansion to enhance value for the Company and its Stakeholders.

6. Transfer of Industrial Machinery Division:

Your Board at its meeting held on March 27, 2017 had considered and approved a Scheme of Arrangement and Amalgamation amongst the Company and its wholly owned Subsidiaries, under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The Appointed Date under the Scheme was January 1, 2017. On review of current external business environment, management has decided not to proceed with the implementation of the Scheme at this stage.

7. Joint Venture:

7.1 Mukand Sumi Metal Processing Limited (MSMPL) is a Joint Venture with Sumitomo Corporation, Japan to carry on the business of cold finished bright bars and wires. During the year under review, net revenue from operations was Rs. 614.05 Cr. as compared to Rs. 473.57 Cr in the previous year.

7.2 Mukand Sumi Special Steel Limited (MSSSL), formerly known as, Mukand Alloy Steel Ltd. (MASL) is a Joint Venture with SC. During the year under review, the net revenue from operations was Rs. 1985.13Cr. Previous yearâs figures were only for a part of the year, and therefore not comparable. .

8. Finance:

8.1 Share Capital:

The paid-up equity share capital as on March 31, 2018 was Rs. 141.41 Crore.

8.2 Material Changes & Commitments:

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report except for infusion of capital in the Joint Venture Company, Mukand Sumi Special Steel Ltd. (formerly known as Mukand Alloy Steels Ltd.) by Joint Venture Partner, Sumitomo Corporation, Japan.

8.3 Fixed Deposits:

The Company is authorised to accept fixed deposits upto 35% of aggregate of the paid-up share capital, free reserves and securities premium account in terms of Companies (Acceptance of Deposits) Rules, 2014 only from its members. Deposits accepted during the year amounted to Rs. 47.80 Cr, re-paid during the year amounted to Rs. 2.29 Cr and matured & unclaimed deposits as at the end of the year were â 0.60 Cr. There has been no default in repayment of deposits or payment of interest thereon during the year. There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

9. Corporate Social Responsibility (CSR):

9.1 The Company has constituted a CSR Committee of the Board of Directors comprising of Shri Niraj Bajaj, Shri Rajesh V. Shah, Shri Suketu V. Shah and Shri Dhirajlal S. Mehta pursuant to Section 135 of the Companies Act, 2013. As per the relevant provisions of the Companies Act, 2013, the Company is not required to incur any expenditure in pursuance of the CSR Policy in view of the aggregate losses during three immediately preceding financial years. However, the Company has carried out following activities under CSR.

9.2 By the Company:

At Steel Plant, Ginigera

The Company participates in the celebrations held in the local schools on Childrenâs Day. The Company supports the Schools around the Plant by providing full time teachers. During the year it also supported a Government College by providing benches for students. The Company also ensures regular supply of drinking water to the Ginigera village. During the year it contributed towards procurement of drinking water pipeline and pipe welding works for a length of about 8 KMs. It contributed towards procurement of tricycles for physically challenged persons,. It also sponsored a Sports person for participation in the Vth Asian Beach Games at Vietnam and Cricket tournaments for high school children

At Steel Plant, Dighe, Thane:

The Company with active support from Janakidevi Bajaj Gram Vikas Sanstha (JBGVS) continues its effort in promoting education of the economically disadvantaged children in Shahapur Taluka of Thane district as part of its CSR programme. The villagers, school authorities, children and parents have acknowledged the Companyâs and JBGVSâs contribution through letters and words over the last 2 years. During the year, the company supported more than 10,000 students studying across 44 schools in Shahapur taluka by providing them with free text books, notebooks, footwear, compass box and sports items. The Company also conducts free math classes during non-school hours for girl students studying in classes 7, 8 and 9 Presently 39 coaching classes across the Taluka are conducted. The Company also provided benches and fans to several schools and built a toilet facility for boys and girls .The Company also started a vocational training in the basics of tailoring and trains girls who have passed Class 10 to become financially independent by setting up their own tailoring units.

9.3 By the Bajaj Group:

In addition to the activities carried out by the Company, the Bajaj Group is involved in a number of CSR projects through various trusts and group companies. The guiding principles of spending on these projects are: benefit generations, educate for self-reliance and growth, promote health, encourage for self-help, focused approach, targeted towards needy and sustenance of natural resources. These projects are in the areas of rural development, education, health care, economic and environmental development, social and urban development, protection of culture, employment enhancing vocation skills and livelihood enhancement particularly for women, homes/hostels for women, education for differently abled children and measures for benefit of armed forces veterans. The group also manages schools, colleges, hospitals, and a nursing college. It helps NGOs, Charitable Bodies and Trusts operating at various locations. One of the trusts also gives awards for outstanding contribution for constructive work for application of science, technology and upliftment and welfare of women and children along Gandhian lines. Rural and community development activities are also conducted in the villages.

10. Statutory disclosures:

10.1 Management Discussion and Analysis:

As required under Regulation 34(2) read with Schedule V of SEBI (SEBI LODR 2015), the Management Discussion and Analysis is enclosed as a part of this report - Annexure-1.

10.2 Corporate Governance Report:

The Company has taken necessary steps to adhere to all the requirements of SEBI LODR 2015. A report on Corporate Governance together with the certificate of the statutory auditors confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of SEBI LODR 2015 is included as a part of this report. - Annexure 2.

10.3 Extract of Annual Return:

An extract of the Annual Return as prescribed under Sub-Section (3) of Section 92 of the Companies Act, 2013 in Form MGT - 9 is annexed to this report - Annexure-3.

10.4 Number of meetings of the Board and composition of Audit Committee:

During the year under review, five (5) Board Meetings of the Board of Directors of the Company were convened and held. The relevant details, including composition of the Board, dates of meetings, attendance and various Committees of the Board are given in the Corporate Governance Report forming part of this report.

10.5 Directorsâ Responsibility statement:

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Directors confirm that:

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

ii. Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as on March 31, 2018, and of the profit of the Company for the year ended March 31, 2018;

iv. The Annual Accounts have been prepared on a going concern basis;

v. Internal financial controls have been laid down and followed by the Company and that such controls are adequate and are operating effectively;

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10.6 Statement on declaration given by Independent Directors:

The Independent Directors of the Company have submitted their Declaration of Independence, as required under the provisions of Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149 (6) of the Act.

10.7 Familiarization programme for Independent Directors:

The Company has held familiarization programme for the Independent Directors by way of presentations on various aspects of business and deliberations held on major developments in legal and regulatory areas particularly on GST and Ind-AS. The website link on this is http://www. mukand.com/images/Familiarisation_Programme.pdf.

10.8 Disclosure regarding Companyâs policies under Companies Act, 2013:

Companyâs policies on i) Directors appointment and remuneration, determining criteria for qualification/independence, ii) Remuneration for Directors, Key Managerial Personnel and other employees, iii) Performance evaluation of the Board, Committees and Directors, iv) Materiality of Related Party transactions, v) Risk Management, vi) Determining Material Subsidiaries and vii) Whistle Blower/ Vigil Mechanism along with details of web link (in cases where it is prescribed) are given in Annexure-4.

10.9 Particulars of Loans, Guarantees and Investments:

The particulars of loans, guarantee or investments given or made by the Company under Section 186 of the Act are disclosed in Notes to the Financial Statements.

10.10 Related Parties Transactions:

There were no Related Party Transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of Section 188 of Companies Act, 2013. However, there were material RPTs, which got covered as material RPTs under Regulation 23 of SEBI LODR 2015.

During the year 2017-18, pursuant to Section 177 of the Companies Act, 2013 and Regulation 23 of SEBI LODR 2015, all RPTs were placed before Audit Committee for its prior approval. The requisite disclosure in Form AOC-2 is furnished in Annexure-5.

The policy on RPTs as approved by board is uploaded on the Companyâs website.

10.11 Conservation of Energy, technology absorption, imported technology, Foreign Exchange earnings and outgo:

Information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in Annexure-6.

10.12 Report on the subsidiaries, associates and joint venture Companies. Names of Companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies:

A report on performance and financial position of each of the subsidiaries, associates and joint venture companies included in the financial statement together with names of companies which have become or ceased to be subsidiaries, joint ventures or associate companies during the year under review are furnished in Annexure-7.

10.13 Significant and material orders passed by the Regulators or Courts:

During the year, no significant and material orders were passed by any of the Regulators or Courts except for approval of Scheme of Arrangement and Amalgamation by NCLT for transfer of Companyâs Alloy Steel Rolling and Finishing Business Undertaking.

10.14 Details of Directors or KMP who are appointed or have resigned during the year and Directors who are liable to retire by rotation:

Shri Vinod S. Shah, who was Director on your Board passed away on April 8,2018 at the age of 88 . Shri Shah joined the Company in the year 1953 as a young commerce graduate and spent 55 years in the full time service of your Company. After retirement in 2008, he was on your Board as Non-executive Director. He worked closely with two generations of the promoter families. The Board records its sincere appreciation for the exemplary contribution, support and guidance provided by him during his long tenure with the Company.

Shri Niraj Bajaj, Chairman & Managing Director and Shri Rajesh V. Shah, Co-Chairman & Managing Director retire by rotation and are eligible for re-appointment.

Shri Pratap V. Ashar was appointed as an Additional Director and Whole-time Director with effect from 29^th May, 2018 for a period of three years. He shall be liable to retire by rotation. In accordance with the requirements of Sections 196,197,203 read with Schedule V to the Companies Act,2013, this appointment and remuneration payable to him are subject to approval of the members at the ensuing General Meeting of Members.

During the year, there were no changes in Key Managerial Personnel.

10.15 Performance evaluation of the Board:

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR 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 Audit, Nomination & Remuneration, Stakeholdersâ Relationship and Corporate Social Responsibility Committees of the Board. The Independent Directors met separately on 14^th February, 2018 to discuss the following:

i) review the performance of non-independent directors and the Board as a whole;

ii) review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

All Independent Directors were present at the Meeting and discussed the above and expressed their satisfaction.

10.16 Internal Financial Controls with reference to financial statements:

Adequate systems for internal controls provide assurances on the efficiency of operations, security of assets, statutory compliance, appropriate authorization, reporting and recording transactions. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditor prepares regular reports on the review of the systems and procedures and monitors the actions to be taken.

10.17 Details relating to Remuneration of Directors, Key Managerial Personnel and employees:

The information required under Section 197 (read with Rule 5 of Companies Appointment and Remuneration of Managerial personnel) Rules, 2014 in respect of directors and employees of the Company are furnished in Annexure-8.

The aforesaid annexure includes information relating to relationship between Directors inter se.

10.18 Safety, Health and Environment:

The Company pays utmost importance towards safety and health of employees by implementing policies, procedures and conducting various awareness programmes among the employees. It conducts many promotional activities among its work force on safety adherence and developing the community on national and international events related to Health, Safety and Environment. During the year under report, celebrations were held during National Safety Week and on the Environment Day. All functional Departments work in cohesion to a common goal that includes efficiency in energy and in utilizing natural resources with minimal or no damage to the environment.

10.19 Prevention of Sexual Harassment at Workplace:

During the year under review, no case was reported to the Committee formed under âPrevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013.â

10.20 Consolidated Financial Statements (CFS):

The CFS is prepared by the Company pursuant to Section 129(3) of the Companies Act, 2013 in accordance with the requirements of Ind - AS 110 - Consolidated Financial Statements read with other applicable Indian Accounting Standards. Segment-wise disclosure of revenues, results, assets and liabilities on the basis of segments are separately given in a tabular form in the Consolidated Financial Statements.

11. Auditors:

11.1 In accordance with the provision of section 139 and Rules made thereunder, M/s. Haribhakti& Co. LLP, Chartered Accountants, Mumbai, (Firm Registration No. 103523W) were appointed as the Statutory Auditors of the Company to hold office for a period of five consecutive years from the conclusion of 76th Annual General Meeting held on August 13, 2014, till the conclusion of 81st Annual General Meeting to be held in Calendar Year 2019, subject to ratification by the members at each intervening Annual General Meeting. In view of the amendment to the said section 139 through the Companies (Amendment) Act, 2017 notified on 7th May 2018, ratification of auditorsâ appointment is no longer required. However pursuant to provision of provision of section 142 of the Companies Act, 2013, approval of members is sought for authorising the Board of Directors of the Company to fix Auditors remuneration for the year 2018-19.

11.2 The Company has appointed Ms. Sangita Kulkarni as Cost Auditor to carry out the audit of cost records relating to Steel Plants and Industrial Machinery Division of the Company for the Financial Year 2017-18. The Cost Audit Report for the Financial Year 2016-17 was filed with the Ministry of Corporate Affairs on 21st September 2017 before the due date.

11.3 Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/s. Anant B. Khamankar (Membership No. FCS:3198), a Practicing Company Secretary to undertake the Secretarial Audit of the Company. Secretarial Auditorsâ Report of F.Y. 2017-18, does not contain any qualification, reservation or adverse remark. Secretarial Auditorsâ Report is enclosed as Annexure-9.

12. Auditorsâ Report:

The observations made in the auditorsâ report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 134(3)(f) of the Companies Act, 2013.

13. Disclosure regarding compliance of Secretarial Standards:

The Company has complied with applicable Secretarial Standard during the year.

14. Acknowledgement:

On behalf of the Board of Directors,

Niraj Bajaj Rajesh V. Shah

Chairman & Managing Director Co-Chairman & Managing Director

DIN: 00028261 DIN: 00033371

Mumbai, May 29, 2018

Mar 31, 2017

1. The Directors present the 79^th Annual Report and audited statements of accounts of the Company for the year ended March 31, 2017.

2. Financial Results:

Financial Highlights:

Description	2016-17	2015-16	% increase/
Description	(Rs. in Crores)		(decrease)
Revenue from operations and other income	2,725.46	2,752.55	(1.01)
Profit/(loss) before tax	6.43	2.14
Less : Tax Expense -Deferred Tax charge / (credit)	(0.97)	0.52
Profit/(Loss) for the period before Tax adjustments pertaining to earlier years	7.40	1.62
Less: Tax adjustments due to reversal of MAT Entitlement / Deferred Tax credits taken in earlier years
i) MAT Entitlement lapsing	15.53	-
ii) Deferred Tax charge due to lapsing of business loss	33.68
Profit/(loss) for the period	(41.81)	1.62
Net worth (excluding revaluation reserve)	424.88	466.70

Ratios:
Earnings per Share	Rs. (2.96)	Rs. 0.11

3. Performance:

3.1 The turnover was marginally lower by 1% at Rs.2,725 Cr. as compared to Rs.2,753 Cr in the previous year on account of effect of demonetization in the month of November 2016 and fierce competition arising from surplus capacity in the Steel Sector. The steep hike in raw material prices was partly compensated by raising sale price of steel products during part of the year under review. Various productivity improvement and cost reduction measures helped the Company to maintain its margin on sale of steel products. The turnover of Industrial Machinery Division was however higher at Rs.169 Cr as compared to Rs.133 Cr in the previous year on account of execution of available orders on hand at the commencement of the year. Interest cost however went up on account of requirement of additional working capital.

3.2 The performance of the Company is elaborated in the Management Discussion & Analysis annexed to this report.

4. Dividend:

The Directors do not recommend any dividend on equity/ preference shares in view of the net loss for the year under report.

5. Transfers to Reserves:

In view of inadequate profits for the year under review, no amount has been transferred to the Reserves.

6. Transfer of Alloy Steel business:

6.1 As reported in the previous years, Company had signed a Business Transfer Agreement on March 14, 2015 for transfer of its alloy steel business to Mukand Alloy Steels Pvt. Ltd., a subsidiary of the Company. This agreement did not come into effect for want of certain consents / approvals. Your Board has reviewed the proposal and has considered the restructuring in a meeting held on 12th January, 2017. It has approved, a scheme of arrangement and amalgamation amongst the Company, Mukand Vijayanagar Steel Limited (MVSL) and Mukand Alloy Steels Private Limited (MASPL) and their respective shareholders and creditors under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 for transfer of its Alloy Steel Rolling & Finishing business. The Appointed Date under the Scheme is 1st January 2017. The Scheme is subject to the approval of shareholders, creditors and other competent statutory/regulatory authorities. An application for seeking approval to the scheme has been filed with National Company Law Tribunal (NCLT).

6.2 On receipt of requisite approvals and implementation of the above Scheme, Company proposes to induct Sumitomo Corporation, Japan (SC) as a Joint Venture Partner for the alloy steel rolling and finishing business. Upon such investment, Company shall hold 51% and Sumitomo shall hold 49% in MASPL. In this regard Company, Sumitomo and MASPL have executed a Share Subscription and Shareholdersâ Agreement (SSHA) on March 30, 2017. The closing under the SSHA is subject to the necessary approvals from the relevant statutory and regulatory authorities and subject to the fulfillment of various conditions precedent.

6.3 The Scheme and the Joint Venture agreement are expected to provide focused attention on the Alloy Steel Rolling & Finishing business resulting in improved efficiency in operations, retirement of Companyâs debt, improved cash flows and enhanced value for the Company and its Stakeholders.

7. Transfer of Industrial Machinery Division:

Your Board at its meeting held on 27th March, 2017, considered and approved a scheme of arrangement and amalgamation amongst the Company, Whiteleaf Heavy Machinery Pvt. Ltd., and Technosys Industrial Machinery Pvt. Ltd. and their respective shareholders and creditors under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 for transfer of Industrial Machinery Division. The Appointed Date under the Scheme is 1st January 2017. The Scheme is subject to the approval of the shareholders, creditors and other competent statutory/regulatory authorities.

8. Joint Venture with Sumitomo Corporation, Japan:

Mukand Sumi Metal Processing Limited (MSMPL) is a subsidiary formed under joint venture with Sumitomo Corporation, Japan to carry on the business of cold finished bars and wires. During the year under review revenue from operations was Rs.477.37 Cr as compared to Rs. 541.77 Cr in the previous year due to sluggish demand in the seamless pipe sector and lower exports to Turkey. However, profit after tax was at Rs.8.77 Cr as compared to Rs.4.18 Cr in the previous year due to lower input prices.

9. Finance:

9.1 Share Capital:

The paid up equity share capital as on March 31, 2017 was Rs. 141.41 Cr. During the year under review, the Company has neither issued shares with differential voting rights nor has granted stock options/ sweat equity.

9.2 Material Changes & Commitments:

9.3 Fixed Deposits:

The Company can accept Fixed Deposits upto 35% of aggregate of the paid up share capital, free reserves and securities premium account in terms of Companies (Acceptance of Deposits) Rules, 2014 only from its members. Deposits accepted during the year amounted to Rs.69.67 Cr, re-paid during the year amounted to Rs.41.93 Cr and matured & unclaimed deposits as at the end of the year were Rs.1.34 Cr. There has been no default in repayment of deposits or payment of interest thereon during the year. There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

10. Corporate Social Responsibility (CSR)

10.1 The Company has constituted a CSR Committee of the Board of Directors comprising of Niraj Bajaj, Rajesh V. Shah, Suketu V. Shah and Dhirajlal S. Mehta pursuant to Section 135 of the Companies Act, 2013. As per the relevant provisions of the Companies Act, 2013, the Company is not required to incur any expenditure in pursuance of the CSR Policy in view of the aggregate losses during three immediately preceding financial years. However, the Company has carried out following activities under CSR.

10.2 By the Company:

At Steel Plant, Ginigera:

The Company participates in the celebrations held in the local schools on Republic Day, Childrenâs Day and Independence Day. The Company supports the Schools around the Plant by providing full time teachers. During the year it also supported a Government College by providing benches for students. The Company also ensures regular supply of drinking water to the Ginigera village and conducts free health/eye check-up camps for the benefit of the villagers in and around the Companyâs plant. During the year it contributed towards procurement of drinking water pipeline and pipe welding works for a length of about 8 KMs. It contributes towards cultural/festivals/flag day celebrations and other developmental works at Villages in and around Companyâs Plant. It also sponsored a Sports person for participation in the V^th Asian Beach Games at Vietnam.

At Steel Plant, Dighe, Thane:

The Company with active support from Janakidevi Bajaj Gram Vikas Sanstha (JBGVS) continues its effort in promoting education of the girl child in Shahapur Taluka of Thane district as part of its CSR programme. The villagers, school authorities, children and parents have acknowledged Companyâs and JBGVSâs contribution through letters and words over the last 2 years. During the year the material and academic support was given to around 10,000 girls and boys studying in 44 schools in the form of text books, notebooks, footwear, compass box and sports items. The Company also conducted extra coaching classes in mathematics for girl students studying in classes 7, 8 and 9. Currently, the Company conducts 30 coaching classes across the taluka. The Company also provided benches and fans to several schools and built a toilet facility for boys and girls. The Company also started vocational training in the basics of tailoring and trains girls who have passed Class 10 to become financially independent by setting up their own tailoring units.

10.3 By the Bajaj Group:

In addition to the activities carried out by the Company, the Bajaj Group is involved in a number of CSR projects through various trusts and group companies in the areas of rural development, education, health care, economic and environmental development, social and urban development, protection of culture, employment enhancing vocation skills and livelihood enhancement particularly for women, homes/hostels for women, education for differently abled children and measures for benefit of armed forces veterans. The group also manages schools, colleges, hospitals, and a nursing college. It helps NGOs, Charitable Bodies and Trusts operating at various locations. One of the trusts also gives awards for outstanding contribution for constructive work for application of science, technology and upliftment and welfare of women and children along Gandhian lines. Rural and community development activities are also conducted in the villages.

11. Statutory disclosures:

The statutory disclosures in accordance with section 134 read with Rule 8 of Companies (Accounts) Rules, 2014, Section 178, Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR 2015).

11.1 Management Discussion and Analysis:

As required under Regulation 34(2) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR 2015), the Management Discussion and Analysis is enclosed as a part of this report - Annexure-1.

11.2 Corporate Governance Report:

11.3 Extract of Annual Return:

An extract of the Annual Return as prescribed under Sub-Section (3) of Section 92 of the Companies Act, 2013 in Form MGT - 9 is annexed to this report - Annexure-3.

11.4 Number of meetings of the Board and composition of Audit Committee:

During the year under review, six Board Meetings of the Board of Directors of the Company were convened and held. The relevant details, including composition of the Board, dates of meetings, attendance and various Committees of the Board are given in the Corporate Governance Report forming part of this report

11.5 Directorsâ Responsibility statement:

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Directors confirm that:

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

ii. Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as on March 31, 2017, and of the Loss of the Company for the year ended March 31, 2017;

iv. The Annual Accounts have been prepared on a going concern basis.

v. Internal financial controls have been laid down and followed by the Company and that such controls are adequate and are operating effectively.

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11.6 Statement on declaration given by Independent Directors:

11.7 Familiarization programme for Independent Directors:

The Company has held familiarization programme for the Independent Directors by way of presentations on various aspects of business and deliberations held on major developments in legal and regulatory areas, particularly regarding Companies Act, 2013 and Regulation 7 of SEBI LODR 2015. The website link on this is http://www.mukand.com/ images/Familiarisation_Programme.pdf.

11.8 Disclosure regarding Companyâs policies under Companies Act, 2013:

11.9 Particulars of Loans, Guarantees and Investments:

The particulars of loans, guarantee or investments given or made by the Company under Section 186 of the Act are disclosed at Note No.34 of the financial statements.

11.10 Related Parties Transactions:

There were no Related Party Transactions (RPTs) entered into by the company during the financial year, which attracted the provisions of Section 188 of Companies Act, 2013. However, there were material RPTs, which got covered as material RPTs under Regulation 23 of SEBI LODR 2015.

During the year 2016-17, pursuant to Section 177 of the Companies Act, 2013 and Regulation 23 of SEBI LODR 2015, all RPTs were placed before Audit Committee for its prior / omnibus approval. The requisite disclosure in Form AOC-2 is furnished in Annexure-5.

The policy on RPTs as approved by board is uploaded on the Companyâs website.

11.11 Conservation of Energy, technology absorption, imported technology, Foreign Exchange earnings and outgo:

Information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in Annexure-6.

11.12 Report on the subsidiaries, associates and joint venture Companies. Names of Companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies:

11.13 Significant and material orders passed by the Regulators or Courts:

During the year, no significant and material orders were passed by any of the Regulators or Courts.

11.14 Details of Directors or KMP who are appointed or have resigned during the year and Directors who are liable to retire by rotation:

Narendra J. Shah, Director and Vinod S. Shah, Director retire by rotation and are eligible for re-appointment.

11.15 Performance evaluation of the Board:

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR 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 Audit, Nomination & Remuneration, Stakeholdersâ Relationship and Corporate Social Responsibility Committees of the Board. The Independent Directors met separately on 13^th February, 2017 to discuss the following:

i) review the performance of non-independent directors and the Board as a whole;

ii) review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

All Independent Directors were present at the Meeting and discussed the above and expressed their satisfaction.

11.16 Details in respect of Internal Financial Controls with reference to financial statements:

11.17 Details relating to Remuneration of Directors, Key Managerial Personnel and employees:

The information required under Section 197 (read with Rule 5 of Companies Appointment and Remuneration of Managerial personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished in Annexure-8. As per provisions of Section 136(1) of the said Act, these particulars will be made available to a shareholder on request.

The aforesaid annexure includes information relating to relationship between Directors inter se.

11.18 Safety, Health and Environment:

The Company pays utmost importance towards safety and health of employees by implementing policies, procedures and conducting various awareness programmes among the employees. It conducts many promotional activities among its work force on safety adherence and developing the community on national and international events related to Health, Safety and Environment. All functional Departments work in cohesion to a common goal that includes efficiency in energy and in utilizing natural resources with minimal or no damage to the environment.

11.19 Consolidated Financial Statements (CFS):

The CFS is prepared by the Company pursuant to Section 129(3) of the Companies Act, 2013 in accordance with the requirements of Accounting Standard AS-21 read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures. Segment-wise disclosure of revenues, results, assets and liabilities on the basis of segments are separately given in a tabular form in the Consolidated Financial Statements (Refer Page No. 89).

11.20 During the year under review, no case was reported to the Committee formed under âPrevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013â.

12. Auditors:

12.1 Messrs Haribhakti & Co. LLP, Chartered Accountants, Mumbai, (Firm Registration No.103523W) were appointed as Auditors of the Company from the conclusion of 76^th Annual General Meeting held on August 13, 2014 until the conclusion of 81^st Annual General Meeting to be held in Calendar Year 2019. This appointment is subject to ratification by the Members at each Annual General Meeting. Messrs Haribhakti & Co. LLP are eligible for re-appointment for Financial Year 2017-18.

12.2 The Company has appointed Ms. Sangita Kulkarni as Cost Auditor to carry out the audit of cost records relating to Steel Plants and Industrial Machinery Division of the Company for the Financial Year 2016-17. The Cost Audit Report for the Financial Year 2015-16 was filed with the Ministry of Corporate Affairs on 3rd September 2016 before the due date.

12.3 Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/s. Anant B. Khamankar (Membership No. FCS:3198), a Practicing Company Secretary to undertake the Secretarial Audit of the Company and their Report is in Annexure-9.

13. Auditorsâ Report:

14. Acknowledgement:

The Board of Directors thanks the Banks, Financial Institutions, Central and State Government Authorities, Shareholders, Customers, Suppliers, Employees and Business Associates for their continued cooperation and support to the Company.

On behalf of the Board of Directors,

Niraj Bajaj Rajesh V. Shah

Chairman & Managing Director Co-Chairman & Managing Director

DIN: 00028261 DIN: 00033371

Mumbai, May 24, 2017

Mar 31, 2015

Dear Members,

1. The Directors present the 77th Annual Report and audited statements of accounts of the Company for the year ended March 31,2015.

2. Financial Results:

Financial Highlights: Description 2014-15 2013-14 % increase/ (decrease)

Turnover : Net Sales/ Rs.Cr. 2,839.73 2,572.88 10 Services, other operating revenues and other income

Earnings before Rs.Cr. 358.24 213.67 68 interest, depreciation and tax (EBIDTA)

Profit/(loss) before tax Rs.Cr. 2.13 (122.70)

Profit/(loss) after tax Rs.Cr. 1.58 (88.01) (PAT)

Share capital Rs.Cr. 147.05 147.05

Net worth (excl. Rs.Cr. 465.07 471.86 revaluation reserve)

Ratios:

EBIDTA to Sales % 12.62 8.30 52

Earnings per Share Rs. 0.11 (11.54)

3. Performance:

3.1 The performance during the year has improved as compared to the previous year due to higher capacity utilization. The production of alloy steel at Ginigera (Karnataka) increased due to the substitution of iron ore lumps by using iron ore fines through sintering, using beneficiated iron ore and increase in availability of iron ore from mines in Karnataka. The production of stainless steel at Dighe (Thane) was also higher as compared to the previous year.

The margins have improved due to substitution of high cost inputs by low cost inputs by changes in process and general down trend in prices of all commodity inputs viz., iron ore, coke, fuel, nickel, stainless steel scrap, ferro chrome, etc. The improved productivity resulted in higher production and cost reduction has helped to enhance the market share and sell additional production.

The Industrial Machinery Division was severely affected due to slow down in modernization and expansion activities in steel and infrastructure sectors, resulting in lower sales and margins.

The interest cost has increased mainly due to repayment on maturity of low cost borrowings under Corporate Debt Restructuring (CDR) scheme and fixed deposits from Public and Shareholders. These borrowings were replaced by high cost borrowings as Company required additional working capital for increased turnover.

The market price of the Company''s share has improved from Rs.23.40 per share as on March 31,2014 to Rs.46.75 per share as on March 31, 2015. It is to be noted that last Rights Issue was at Rs.21 per Share. Market Capitalization of the Company increased from Rs.171.69 Cr as on March 31,2014 to Rs.661.06 Cr as on March 31,2015.

3.2 The performance of the Company is elaborated in the Management Discussion & Analysis annexed to this report.

3.3 Material Changes & Commitments:

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report.

4. Dividend:

The Directors do not recommend any dividend on equity shares in view of inadequate profits earned during the year and unabsorbed losses of the earlier years. The Directors recommend a dividend of 0.01% on cumulative redeemable preference shares. The dividend and tax thereon aggregate to Rs.6,773 for the year.*

5. Transfers to Reserves:

In view of unabsorbed losses brought forward from the previous years, no amount has been transferred to the Reserves.

6. Transfer of Alloy Steel business:

Shareholders by way of a postal ballot have approved the transfer of Alloy Steel business as a going concern on slump sale basis on February 18, 2015 to a prospective subsidiary of the Company. Accordingly, Company has signed business transfer agreement dated March 14, 2015 for the said business with Mukand Alloy Steels Pvt. Ltd., a subsidiary of the Company. This agreement will come into effect after obtaining approval of Lenders, release of charge by lenders, other authorities and fulfillment of conditions precedent as stipulated in the agreement. Company is in various stages of obtaining these approvals / consents.

7. Joint Ventures:

7.1 With Sumitomo Corporation, Japan:

Mukand Sumi Metal Processing Limited (MSMPL) is a subsidiary formed under joint venture with Sumitomo Corporation, Japan to carry on the business of cold finished bars and wires. During the year under review, revenue from operations is Rs.524.48 Cr as compared to Rs.408.26 Cr in the previous year. Profit after tax is at Rs.3.08 Cr as compared to Rs.1.34 Cr in the previous year.

7.2 With Vini Iron and Steel Udyog Ltd. (India):

Further to our last year''s report about de-allocation of coal block by Ministry of Coal, please note that the Supreme Court of India by its judgment dated September 24, 2014 cancelled allotment of all coal blocks in the Writ Petitions before it including the allotment received by Joint Venture Company, M/s. Mukand Vini Mineral Ltd.

8. Finance:

8.1 During the year under review a major development was that the Company has requested for exit from Corporate Debt Restructuring (CDR) Cell as all dues of Lenders are fully paid on maturity date. The Board of Directors places on record its appreciation of the roles of Lenders and CDR Cell to enable the Company to sail through this difficult period.

8.2 In view of requirement of additional funds for working capital on account of higher turnover, Company has during the year obtained loans amounting to Rs.335 Cr and paid loans of Rs.324 Cr during the year.

8.3 Share Capital:

The paid-up equity share capital as on March 31,2015 was Rs. 141.41 Crore. During the year under review, the Company has neither issued shares with differential voting rights nor has granted stock options/sweat equity.

8.4 Details relating to fixed deposits, covered under Chapter V of the Act are as under:

a) Accepted during the year - Rs. Nil

b) Re- paid during the year - Rs. 63.27 crore

c) Matured & unclaimed as at the end of year - Rs. 2.15 crore.

d) There has been no default in repayment of deposits or payment of interest thereon during the year.

* Refer Note No. 10 of the Notice convening 77th Annual General Meeting in connection with withdrawal of this recommendation in view of amendment to Section 123 of the Companies Act, 2013.

e) There are no deposits which are not in compliance with the requirements of Chapter V of the Act.

9. Corporate Social Responsibility (CSR):

9.1 Company has constituted a CSR Committee of the Board of Directors comprising of Shri Niraj Bajaj, Shri Rajesh V. Shah, Shri Suketu V. Shah and Shri Dhirajlal S. Mehta pursuant to Section 135 of the Companies Act, 2013. In view of losses incurred by the Company during three immediately preceding financial years, the relevant provisions of the Companies Act, 2013, the Company is not required to incur any expenditure in pursuance of CSR Policy. However, the Company and the Group has carried out following activities under CSR.

9.2 By the Company:

The Company participates in the celebrations held by local schools on Children''s Day and Independence Day by distributing shields, medals, prizes, etc. The Company supports the students staying around the plant by distributing school bags, books, etc. The Company also ensures regular supply of drinking water to Ginigera village and conducts free health/eye check-up camps for the benefit of the villagers in and around the Company''s plant. Moreover, it contributed towards drainage at Village Ginigera and cultural development at Village Kanakagiri.

The Company with active support from Janakidevi Bajaj Gram Vikas Sanstha continues its effort in promoting education of the girl child in Shahapur Taluka of Thane district as part of its CSR programme. The Company hopes to motivate all girls from the taluka to achieve at least a minimum education of class 10. Towards achieving this goal, Company provided uniforms, text books and notebooks to approximately 6,000 girl students studying across 45 high schools in Shahapur taluka. As part of this programme, the Company also conducted extra coaching classes in mathematics for girl students studying in classes 7, 8 and

9. Currently, the Company conducts 46 coaching classes across the taluka. The Company also started a vocational training in the basics of tailoring and trains girls who have passed Class 10 to become financially independent by setting up their own tailoring units.

9.3 By the Group:

In addition to the activities carried out by the Company, the Bajaj Group is involved in a number of CSR projects through various trusts and group companies in the areas of: rural development, education, health care, economic and environmental development, social and urban development, protection of culture, employment enhancing vocation skills and livelihood enhancement particularly for women, homes/hostels for women, education for differently abled children and measures for benefit of armed forces veterans. The group also manages schools, colleges, hospitals, and a nursing college. It helps NGOs, Charitable Bodies and Trusts operating at various locations. One of the trusts also gives awards for outstanding contribution for constructive work for application of science, technology and upliftment and welfare of women and children along Gandhian lines. Rural and community development activities are also conducted in the villages.

10. Statutory disclosures:

The statutory disclosures in accordance with Section 134 read with Rule 8 of Companies (Accounts) Rules 2014, Section 178, Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

10.1 Management Discussion and Analysis:

As required under Clause 49 of the Listing Agreements with the Stock Exchanges, the Management Discussion and Analysis is enclosed as a part of this report - Annexure - 1.

10.2 Corporate Governance Report:

The Company has taken necessary steps to adhere to all the requirements of clause 49 of the Listing Agreements. A report on Corporate Governance together with certificate of statutory auditors confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is included as a part of this report. - Annexure - 2.

10.3 Extract of Annual Return:

An extract of the Annual Return as prescribed under Sub-Section (3) of Section 92 of the Companies Act, 2013 in Form MGT - 9 is annexed to this report - Annexure - 3.

10.4 Number of meetings of the Board and composition of Audit Committee:

During the year under review, five Board Meetings of the Board of Directors of the Company were convened and held. The relevant details, including composition of the Board, dates of meetings, attendance and various Committees of the Board are given in the Corporate Governance Report forming part of this report

10.5 Directors'' Responsibility statement:

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Directors confirm that:

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

ii. Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as on March 31,2015, and of the Profit of the Company for the year ended March 31,2015;

iii. 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. The Annual Accounts have been prepared on a going concern basis;

v. Internal financial controls have been laid down and followed by the Company and that such controls are adequate and are operating effectively;

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10.6 Statement on declaration given by Independent Directors:

The Independent Directors of the Company have submitted their Declaration of Independence, as required under the provisions of Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149 (6) of the Act.

10.7 Familiarization programme for Independent Directors:

The Company has held familiarization programme for the Independent Directors by way of presentations by business heads of the Company from time to time and deliberations held on major developments in legal and regulatory areas. The website link on this is http://www.mukand. com/images/Familiarisation_Programme.pdf.

10.8 Disclosure regarding Company''s policies under Companies Act, 2013:

Company''s policies on i) Directors appointment and Remuneration, determining criteria for qualification/independence, ii) Remuneration for Directors, Key Managerial Personnel and other employees, iii) Performance evaluation of the Board, Committees and Directors, iv) Materiality of Related Party transactions, v) Risk Management, vi) Determining Material Subsidiaries and vii) Whistle Blower/Vigil Mechanism along with details of web link (in cases where it is prescribed) are given in Annexure - 4.

10.9 Particulars of Loans, Guarantees and Investments:

The particulars of loans, guarantee or investments given or made by the Company under Section 186 of the Act are disclosed at Note No.35 of the financial statements.

10.10 Related Parties Transactions:

There were no Related Party Transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of Section 188 of Companies Act, 2013. However, there were material RPTs, which got covered as material RPTs under clause 49 of the Listing Agreement.

During the year 2014-15, pursuant to Section 177 of the Companies Act, 2013 and Clause 49 of Listing Agreement, all RPTs were placed before Audit Committee for its prior / omnibus approval. The requisite disclosure in Form AOC-2 is furnished in Annexure - 5.

The policy on RPTs as approved by board is uploaded on the Company''s website.

10.11 Conservation of Energy, technology absorption, imported technology, Foreign Exchange earnings and outgo:

Information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in Annexure - 6.

10.12 Report on the subsidiaries, associates and joint venture companies. Names of companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies:

A report on performance and financial position of each of the subsidiaries, associates and joint venture companies included in the financial statement together with names of companies which have become or ceased to be subsidiaries, joint ventures or associate companies during the year under review are furnished in Annexure - 7.

10.13 Significant and material orders passed by the Regulators or Courts:

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

10.14 Details of Directors or KMP who are appointed or have resigned during the year and Directors who are liable to retire by rotation:

Shri Niraj Bajaj, Shri Rajesh V. Shah and Shri Suketu V. Shah were re- appointed as Chairman & Managing Director, Co-Chairman & Managing Director and Joint Managing Director respectively for a period of three years with effect from July 5, 2014 by the shareholders by Postal Ballot on August 8, 2014.

Shri Amit Yadav, a non-executive director and representative of Life Insurance Corporation of India, resigned from the directorship of the Company on August 13, 2014 and was re-appointed as on additional independent director at the Board Meeting held on November 10, 2014. His appointment as an independent director for a period of 5 years was approved by the shareholders in accordance with the requirements of Section 149 and 152 of the Companies Act, 2013 by Postal Ballot on February 18, 2015.

Shri Pradip P. Shah, an independent director, resigned from the directorship on September 30, 2014. The Board places on record valuable contribution made by shri Shah during his tenure as a director of the Company.

Smt. Bharti R. Gandhi, (DIN: 00306004) was appointed as an Additional Independent Director on February 11, 2015. In accordance with the requirements of Section 149 and 152 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, her continuation as an Independent Director on the Board of the Company for a period of 5 years will have to be approved by the Members of the Company at the ensuing Annual General Meeting.

Shri Narendra J.Shah , a Non Independent Director and Shri Niraj Bajaj, Chairman & Managing Director retire by rotation and are eligible for re- appointment.

Pursuant to Section 203 of the Companies Act, 2013, the Company has appointed Mr. A.M. Kulkarni as Chief Executive Officer, Steel Plant, Thane with effect from November 10, 2014.

The Company already has Mr. S. B. Jhaveri, Chief Financial Officer and Mr. K. J. Mallya, Company Secretary as the other Key Managerial Personnel of the Company.

Pursuant to Section 149(4) of the Companies Act, 2013 read with clause 49 of the Listing Agreement, where the Chairman of the Company is an executive director, a listed company is required to appoint at least half of its directors as independent directors. The Board has one half of its directors in the category of independent directors in terms of clause 49 of the listing agreement. The Board in its meeting held on May 29, 2014 appointed the existing independent directors under clause 49 as ''independent directors'' pursuant to Companies Act, 2013 as well. The members at the annual general meeting held on August 13, 2014, approved the appointment of the existing Independent Directors for a term of 5 years effective from August 13, 2014.

10.15 Performance evaluation of the Board:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of Audit, Nomination & Remuneration and Stakeholders'' Relationship Committees of the Board. The Independent Directors met separately on March 27, 2015 to discuss the following:

i) review the performance of non-independent directors and the Board as a whole;

ii) review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

iii) assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All Independent Directors except Shri Prakash V. Mehta were present at the Meeting and discussed the above and expressed their satisfaction.

10.16 Details in respect of Internal Financial Controls with reference to financial statements:

Adequate systems for internal controls provide assurances on the efficiency of operations, security of assets, statutory compliance, appropriate authorization, reporting and recording transactions. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditor prepares regular reports on the review of the systems and procedures and monitors the actions to be taken.

10.17 Details relating to Remuneration of Directors, Key Managerial Personnel and employees:

The information required under Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished in Annexure - 8. As per provisions of Section 136(1) of the said Act, these particulars will be made available to a shareholder on request.

The aforesaid annexure includes information relating to relationship between Directors inter-se.

10.18 Consolidated Financial Statements (CFS):

The CFS is prepared by the Company pursuant to Section 129(3) of the Companies Act, 2013 in accordance with the requirements of Accounting Standard (AS)-21 read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures. Segment-wise disclosure of revenues, results, assets and liabilities on the basis of segments are separately given in a tabular form in the Consolidated Financial Statements (Refer Page No.87).

10.19 Pursuant to provisions of "Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013" becoming effective from December 9, 2013, Company has, during the year under review, formed a Committee under the said Act. No case was reported to the Committee during the year under review.

11. Auditors:

11.1 Messrs Haribhakti & Co. LLP, Chartered Accountants, Mumbai, (Registration No.103523W) were appointed as Auditors of the Company from the conclusion of 76th Annual General Meeting held on August 13, 2014 until the conclusion of 81st Annual General Meeting to be held in Calendar Year 2019. This appointment is subject to ratification by the Members at each Annual General Meeting. Messrs Haribhakti & Co. LLP are eligible for re-appointment for Financial Year 2015-16.

11.2 The Company has appointed Ms. Sangita Kulkarni as Cost Auditor to carry out the audit of cost records relating to Steel Plants of the Company for the Financial Year 2014-15. The Cost Audit Report for the Financial Year 2013-14 was filed with the Ministry of Corporate Affairs on September 25, 2014 before the due date.

11.3 Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/s. Anant B. Khamankar & Co.(Membership No. FCS:3198), a Practising Company Secretary to undertake the Secretarial Audit of the Company and their Report is in Annexure - 9.

12. Auditors'' Report:

The observations made in the auditors'' report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 134(3)(f) of the Companies Act, 2013.

13. Acknowledgement:

The Board of Directors thanks the Banks, Financial Institutions, Central and State Government Authorities, Shareholders, Customers, Suppliers, Employees and Business Associates for their continued co-operation and support to the Company.

On behalf of the Board of Directors,

Niraj Bajaj Rajesh V. Shah

Chairman & Managing Director Co-Chairman & Managing Director

Mumbai, May 29, 2015

Mar 31, 2013

1.0 The Directors'' of the Company place on record their deep sense of grief over the passing away of Shri Viren J. Shah on March 9, 2013. He was Chairman & Managing Director of the Company during the years 1972 to 1999.

Shri Virenbhai was associated with the Company for over fve decades from 1945 when he joined Jeewan Ltd., the Managing Agents of your Company. His entrepreneurial leadership, high ethical standards and emphasis on the best management practices, led to the growth of the Company through several periods of fuctuating fortunes. He was a man of rare courage, original and unconventional in his thinking, a statesman among businessmen and always acted on his convictions.

Shri Virenbhai''s greatest strength was his ability to build instant rapport and a connection with other people and his relationship with employees at all levels of the company was exemplary. Even after his retirement from Board of Directors of your Company, he took interest in the affairs of the company and was always available to provide invaluable guidance to the management as and when they needed it. He motivated and inspired generations of employees of the company who will always remember him with love, gratitude and respect.

2.0 The Directors present the 75th Annual Report and audited statements of accounts of the Company for the year ended March 31, 2013.

3.0 Gross Sales, Services and Other Income:

3.01 The gross sales from the operations and other income for the year under review was at Rs.2,348 crore as against Rs. 2,800 crore in the previous year.

3.02 Revenues from exports went down at Rs.151.83 crore during the year under review as against Rs.216.95 crore in the previous year.

3.03 Loss for the year is reduced to Rs.39.46 crore as against loss of Rs.93.50 crore in the previous year.

4.0 Dividend:

The Directors do not recommend any dividend on equity shares in view of the losses incurred during the year. The Directors recommend payment of dividend of 0.01% on cumulative redeemable preference shares. The dividend and tax thereon aggregate Rs.6,540/- for the year and the same will be paid by transfer from the general reserve.

5.0 Performance:

The performance of the Company is elaborated in the Management Discussion & Analysis annexed to this Report.

6.0 Joint Venture with Sumitomo Corporation, Japan :

The Company fnalized during the year an understanding with M/s Sumitomo Corporation, Japan in respect of the formation of a Joint Venture between Mukand Ltd. Group (60%) and Sumitomo Corporation Group (40%) for the manufacture of bright bars and wires. The shareholders have, by postal ballot, approved the sale of Company''s business of cold fnished bars and wires to the Subsidiary, Technosys Metal Processing Ltd., which is re-christened Mukand Sumi Metal Processing Ltd. (MSMPL) after investment by Joint Venture Partner, Sumitomo Corporation, Japan. MSMPL is a subsidiary of your Company. The Company has invested an amount of Rs.118.09 crore in MSMPL. The effect of the transfer of this business has been considered in the results of the year under report. Sumitomo Corporation has an extensive worldwide customer network and would be in a position to bring in marketing expertise which would help expand the market for the products and widen the product range both in India and abroad. The tie-up with Sumitomo Corporation will also help MSMPL to achieve better operational parameters, improved quality and higher productivity in line with international benchmarks. This will fuel faster growth and lead to improved margins. The Company will cater to MSMPL''s input requirements of wire rods and bars from its existing plants at Dighe, Thane, Maharashtra and Ginigera, Karnataka.

7.0 Finance:

7.01 Interest expenses have increased as the Company had to borrow additional funds for meeting its operational needs incurred during the year. The rate of interest too went up during the year.

7.02 Fixed Deposits:

The Company has, during the year, transferred Rs.0.09 crore of unclaimed deposits and interest thereon to the Investor Education and Protection Fund set up by the Government of India.

8.0 Industrial Relations:

The Company continues to maintain harmonious and cordial relations with its employees at all levels. The Company actively strives to train and motivate all employees to participate in Total Quality Management activities.

9.0 Awards:

9.01 You will be happy to note that during the year under report, your Company has for the second time, received SKF''s Supplier Excellence Award 2012 for the quality of the wires and wire rods for tapered roller bearings. The earlier award was received in 2009. Bajaj Auto Ltd. awarded the Company its Quality Silver Award for the year 2012. Somic SF Components Ltd. too gave an award for quality and delivery.

9.02 Company''s Steel Plant at Ginigera, Karnataka received safety awards instituted by the Government of Karnataka. These include frst prize for ÂBest Worker in Large Scale Industry'' category for adopting Best Safe Practices in the year 2012.

10.0 Corporate Social Responsibility (CSR):

10.01 By the Company:

The Company continues to support and encourage developmental activities that are inclusive in nature. The Company strives towards the objective of achieving a minimum education level of Class 10 for every girl child born on or after the year 2002, belonging to SC/ST and economically disadvantaged segments, in seven remote talukas of Thane district. Currently, it encompasses over 16,000 girl students studying in schools across these seven talukas of Thane district. During the year under report, the Company supported by Janaki Devi Bajaj Gram Vikas Sanstha also conducted an elaborate CSR program at Shahapur, the largest Taluka in Thane District covering over 5,000 girls across 47 schools. Special emphasis has been made to trace Âout of school'' girls and to bring them back to school.

At the Steel Plant at Ginigera in the State of Karnataka, the Company participates in the celebrations held by local schools on Children''s Day and Independence Day by distribution of shields, medals, prizes etc.. The Company supports the students staying around the plant by distributing school bags, books, etc. The Company also ensures regular supply of drinking water to Ginigera village.

10.02 By the Group:

In addition to the activities carried out by the Company, the Bajaj Group is involved in a number of CSR projects in the areas of education, health care, economic and environmental development, social and urban development through various trusts and group companies. The group also manages schools, colleges, hospitals, and a nursing college. It helps NGOs, Charitable Bodies and Trusts operating at various locations. One of the trusts also gives awards for outstanding contribution for constructive work for application of science, technology and upliftment and welfare of women and children along Gandhian lines. Rural and community development activities are also conducted in the villages.

11.0 Statutory disclosures:

11.01 The statutory disclosures in accordance with section 217 (1) (e) of the Companies Act, 1956, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are made in Appendix-I to the report.

11.02 A statement showing details of employees covered within the purview of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given in Appendix-II to the report.

11.03 The Company has fve wholly-owned Subsidiary Companies, viz., Mukand International FZE, Mukand Global Finance Limited, Vidyavihar Containers Limited, Mukand International Limited, and Mukand Vijayanagar Steel Limited and a subsidiary Company viz., Mukand Sumi Metal Processing Ltd.

A statement pursuant to Section 212 of the Companies Act, 1956 setting out the details of these subsidiaries is attached to the Balance Sheet. Government has granted general exemption to companies from compliance u/s 212 of the Companies Act, 1956 subject to fulflment of certain conditions. The Company has satisfed the stipulated conditions and is therefore, entitled to the said exemption from attaching the fnancial statements of subsidiary companies to the Accounts of the Company for the Financial Year 2012-13. A summary of key fnancials of the subsidiaries is included in the Annual Report. The Annual Accounts of these subsidiaries and the related detailed information are available to the shareholders of the Company and other investors seeking such information at any point of time at the Registered Offce of the Company. The Annual Accounts are also available for inspection by any investor at the Registered Offce of the Company and that of the Subsidiary Company concerned.

11.04 Consolidated fnancial statements (CFS), pursuant to clause 32 of the Listing Agreement, have been prepared by the Company in accordance with the requirements of Accounting Standard 21 prescribed under the Companies Act, 1956.

11.05 Segment-wise disclosure of revenues, results, assets and liabilities on the basis of products segments are separately given in a tabular form in the Consolidated Financial Statement.

11.06 A report on corporate governance, pursuant to clause 49 of the Listing Agreement along with the certifcate from Auditors regarding compliance of conditions of corporate governance is annexed to this Report.

12.0 Directors'' Responsibility Statement:

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confrm that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed;

II. Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as on March 31, 2013, and of the Loss of the Company for the year ended March 31, 2013;

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

I V. The Annual Accounts have been prepared on a going concern basis.

13.0 Directors:

Shri D. S. Mehta, Dr. N. P. Jain, IFS (Retd.) and Shri Prakash V. Mehta, Directors of the Company, retire by rotation and are eligible for re- appointment.

14.0 Auditors:

14.01 Messrs Haribhakti & Co., Chartered Accountants, Mumbai, Auditors of the Company, retire and are eligible for re-appointment.

14.02 The Company has appointed M/s. Y. R. Doshi & Co., Cost Accountants, Mumbai as Cost Auditors to carry out the audit of cost records relating to steel plants of the Company for Financial Year 2012-13. The Cost Audit Report for Financial Year 2011-12 which was due to be fled with the Ministry of Corporate Affairs on February 28, 2013, was fled on February 18, 2013.

15.0 Auditors'' Report:

The observations made in the auditors'' report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956.

16.0 Acknowledgement:

The Board of Directors thanks the Banks, Financial Institutions, Central and State Government Authorities, Shareholders, Customers, Suppliers, employees and Business Associates for their continued co-operation and support to the Company.

On behalf of the Board of Directors,

Niraj Bajaj Rajesh V. Shah

Chairman & Managing Director Co-Chairman & Managing Director

Mumbai, May 25, 2013.

Mar 31, 2012

1.0 The directors present the 74th Annual Report and audited statements of accounts of the company for the year ended March 31, 2012.

2.0 Gross Sales, Services and Other Income:

2.01 The gross sales from the operations and other income for the year under review was at Rs.2,828 crore as against Rs.2,840 crore in the previous year.

2.02 Revenues from exports rose by over 41% at Rs.216.95 crore during the year under review as against Rs.153.54 crore in the previous year.

3.0 Dividend:

The directors do not recommend any dividend on equity shares due to the losses incurred during the year. The directors recommend a payment of dividend of 0.01% on cumulative redeemable preference shares. The dividend and tax thereon aggregate Rs 6,540/- for the year and the same will be paid by transfer from the general reserve.

4.0 Performance:

4.01 During the year under review, the loss after writing back deferred tax was Rs.93.50 crore as against the profit after tax of Rs.46.66 crore for the previous year.

4.02 The loss was mainly on account of lower iron ore supply consequent to the banning of mining and transport of iron ore in some of the districts in Karnataka.

The salient features of the operating performance in each segment during the year under review are discussed in the following paragraphs.

4.10 Specialty Steel Division:

4.11 The net sales of alloy, special and stainless steel long products were at Rs.2,291 crore compared to Rs.2,240 crore in the previous year. Increase in selling prices and improved product mix enabled the company to maintain its turnover similar to that of the previous year. However, the sales in volume declined due to the paucity of iron ore in the state of Karnataka where the company operates one of its steel making facilities.

4.12 Input prices rose during the year under report. Iron ore prices increased by over 60%, crude oil prices moved up by more than 25%. The power generation from the captive power plant at Dighe, Thane, Maharashtra became uneconomical and the company had to resort to purchase of power from Maharashtra State Electricity Distribution Company (MSEDC) at higher cost. The Indian Rupee depreciated by 22.5% during the year and thus, negatively impacted the costs of imported raw-materials and equipment. Indian Rupee is likely to depreciate further in 2012-13.

4.13 Iron Ore supply:

4.13.1 The supply of iron ore from the iron ore rich mines in the state of Karnataka has become scarce since last two years, especially in the year under report.

4.13.2 Further, consequent to the Karnataka Lokayukta Report and Petition filed in the Hon'ble Supreme Court, alleging illegal mining, encroachment of forest areas and other related charges, the apex court suspended mining operations, transportation and sale of iron ore in Bellary District in July 2011 and subsequently, in Tumkur and Chitradurga Districts out of 166 mines in the three districts of Karnataka.

4.13.3 In September 2011, the Hon'ble Supreme Court permitted transportation and sale of existing stocks of iron ore available with mines and stockyards and also permitted mining operations in only the two mines of National Mineral Development Corporation (NMDC). To-date, the industry currently depends exclusively on e-auctions conducted by the Monitoring Committee of the stock as mentioned at Para 4.13.5 and from the ongoing production of the two NMDC mines. This does not meet the industry's demand.

4.13.4 The ban on mining and transportation in July 2011, forced the company to close down its steel making facility in Hospet, Karnataka for 35 days. The commencement of e-auctions of iron ore enabled the company to restart its Karnataka operations initially to 40% of its capacity and gradually improve it to 75%.

4.13.5 After strenuous efforts by the user industry and others, the Hon'ble Supreme Court has permitted category 'A' mines to reopen after getting approval of their Reclamation and Rehabilitation plans and complying with other conditionalities. It is expected that category 'A' mines will open by July 2012 and 'B' category mines by September 2012. The Hon'ble Supreme Court appointed Central Empowered Committee to categorize 166 mines in Karnataka into 'A', 'B' and 'C' category mines depending on the level of violations, if any.

4.14 Due to rising input costs, the company had to raise its selling prices in the month of October 2011. Unfortunately, increases in selling prices were lower than the increase in input costs. Moreover, the company expects its prices to continue to be under pressure due to increase in supply emanating from expansion in capacities by existing players, entry of new players in the alloy steel market and cheaper imports. Therefore, further rise in input prices may not be recovered by increase in selling price.

4.15 The auto industry grew by 12 per cent per annum in the year under report and is expected to continue this growth in the year in progress. This strong outlook in the growth of user industry is however currently faced with short-term challenges in the form of inflation, high interest rates, uncertainty of fuel prices and rising tax burden.

4.16 The company's continuous endeavour to tap new markets has resulted in higher exports and the company plans to enhance the same in the year FY 2012-13.

4.17 The sales in volume and value of stainless steel products too rose during the year under report. The company has plans to improve the sales in this segment with the introduction of new value added products.

4.18 Measures taken to improve the performance:

4.18.1 At present, the company can only use calibrated iron ore (C-ore) and cannot use iron ore fines and hence, has to pay the exorbitantly high price of c-ore. The company has simultaneously undertaken several cost reduction projects such as installation of Sinter Plant, Hot Blast Stoves, Pulverized Coal Injection, etc. to enable it to use iron ore fines and lower the consumption of coke. With the improvement in availability of iron ore in coming months, company's ability to utilize 70% of input of iron ore fines, reduction in coke consumption and other operating costs, it is anticipated that the cost of making steel will reduce considerably.

The steel plant at Ginigera, Karnataka received CII National Energy Management Award-2010 (Excellent Energy Efficient Unit).

4.18.2 The company continues to explore all areas to reduce its operating costs. Steps are being taken to reduce energy cost, improve productivity, introduce new products, etc. All these steps will have a positive effect on the company's performance in the coming years. The first phase of cost reduction project is expected to be completed by 30th September 2012 and second phase by 31st December 2012.

4.20 Industrial Machinery Division:

4.21 At the beginning of the year under report, the Division had orders on hand amounting to Rs.361 crore. However, by the end of the year, the division was unable to achieve higher turnover as many of the major customers, particularly, in the steel sector, delayed their projects which in turn delayed the placement of new orders during the year. This had the effect of marginally reducing the turnover of the division at Rs.253 crore as compared to Rs.266 crore in the previous year. At the end of the year the division had orders aggregating to Rs. 275 crore on hand.

4.22 Some of the major equipment manufactured and commissioned by the division in 2011-12 include, Level luffing traveling tower crane for a large shipyard, Electrical level luffing cranes for ports, Rotating trolley cranes for a steel plant, EOT cranes of more than 100 tonne lifting capacity, Large capacity ladles and ladle transport cars for a steel plant in co-operation with Siemens VAI. The division is also gearing for the development and manufacture of new equipment to widen its market.

4.23 The Division expects to book several new orders in the first quarter of 2012-13 thereby ensuring that there is adequate order book for execution in the next three quarters of the year in progress. The actual sales would however depend on the movement of finished goods for the steel sector where the progress of projects unfortunately continues to be slow. The Division is making all efforts to book export orders to increase the share of exports of cranes and process equipment.

4.24 The Division has taken a number of cost reduction measures in design and other costs so as to become more competitive in the current market. Cost reduction to the extent of 10% has been achieved through improved designs and better sourcing during the year under report. These efforts would also continue rigorously in the year in progress.

4.40 Road Construction Division:

4.41 During the year company received "Defect Liability Certificate" for both the projects at Kanpur and Varanasi from National Highways Authority of India (NHAI) denoting completion. The final bills raised have been submitted to NHAI and are under verification / certification by NHAI and will be accounted after such certification. Most of the plant and machinery procured for execution of these projects have been disposed off in view of the decision of the company not to bid for further projects in this line of business.

5.0 Finance:

5.01 The losses during the year, forced the company to borrow additional funds for the operations in order to meet its commitments. The rate of interest also went-up during the year. These factors led to higher interest costs.

5.02 Fixed Deposits:

The company accepts / renews fixed deposits from its shareholders and the public. The company has, during the year, transferred Rs.0.06 crore of unclaimed deposits and interest thereon to the Investor Education and Protection Fund set up by the Government of India.

6.0 Industrial Relations:

The company has maintained good and cordial relations with its workforce for over 25 years. The company continues to train and motivate all employees to participate in Total Quality Management activities resulting in the recertification of all existing ISO systems. It has 2,060 permanent employees on its rolls as at 31st March 2012.

7.0 Corporate Social Responsibility:

7.01 By the company:

The company continues to support and encourage developmental activities that are inclusive in nature. The company, along with other organizations, aims to facilitate the achievement of a minimum education level of class ten for every girl child born on or after the year 2005 belonging to the SC/ST and economically disadvantaged categories in seven remote talukas of Thane district. Currently, the company reaches out to 16,000 girl students studying in schools across seven Talukas of Thane District.

Company's steel plant at Ginigera, Karnataka received CII's Excellence Award for environment, health and safety.

The employees and families of our Dighe, Thane, Maharashtra facility were involved in activities such as tree plantation, spreading environmental awareness, etc.. The company also implemented a pilot project to harvest rainwater in its facility in Dighe, Thane, Maharashtra. A 24 hour disaster management cell has been set up in the company which makes available its ambulance and fire engine to the neighboring areas in case of an emergency.

7.02 By the Group:

In addition to the activities carried out by the company, the Bajaj Group of Companies and their charitable trusts are involved in a number of developmental initiatives relating to social, environmental and health issues. Some of the health related activities include, health care, prevention of HIV / AIDS and managing hospitals. On the education side, it includes managing schools and colleges and provides basic education and literacy to the children of scheduled castes and tribes. The Group is also involved in activities related to women's empowerment, social welfare, employment generation, promotion of Gandhian values, technical education, etc. and declares awards for excellence in these activities. These activities are implemented through its employees, Welfare Funds and Group NGOs / Trusts / Charitable Bodies operating at various locations in the country.

8.0 Statutory disclosures:

8.01 The statutory disclosures in accordance with section 217 (1) (e) of the Companies Act, 1956, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are made in Appendix-I to the report.

8.02 A statement showing details of employees covered within the purview of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given in Appendix-II to the report.

8.03 The company has five wholly owned Subsidiary Companies, viz. Mukand Global Finance Limited, Vidyavihar Containers Limited, Mukand International Limited (MIL), Mukand Vijayanagar Steel Limited and Mukand International FZE (MIFZE).

A statement pursuant to Section 212 of the Companies Act, 1956 setting out the details of these subsidiaries is attached to the Balance Sheet. Government has granted general exemption to companies from compliance U/S 212 of Companies Act, 1956 subject to fulfilment of certain conditions. The company has satisfied the stipulated conditions and is therefore, entitled to the said exemption from attaching the financial statements of subsidiary companies to the Accounts of the company for the Financial Year 2011-2012. A summary of key financials of the subsidiaries is included in the Annual Report. The Annual Accounts of these subsidiaries and the related detailed information are available to the shareholders of the company and other investors seeking such information at any point of time at the Registered Office of the company. The Annual Accounts are also available for inspection by any investor at the Registered Office of the company and that of the Subsidiary Company concerned.

8.04 Consolidated financial statements (CFS), pursuant to clause 32 of the Listing Agreement, have been prepared by the company in accordance with the requirements of Accounting Standard 21 prescribed under the Companies Act, 1956.

8.05 A report on corporate governance, pursuant to clause 49 of the Listing Agreement, along with the certificate from a practicing Company Secretary regarding compliance of conditions of corporate governance and Management Discussion and Analysis are separately given in this report.

9.0 Directors' Responsibility Statement:

Pursuant to section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed;

II. Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as on March 31, 2012, and of the Loss of the company for the year ended March 31, 2012;

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

IV. The Annual Accounts have been prepared on a going concern basis.

10.0 Directors:

Shri Vinod Shah, Shri Narendra J. Shah and Shri N. C. Sharma, Directors of the company, retire by rotation and are eligible for re-appointment.

11.0 Auditors:

Messrs Haribhakti & Co., Chartered Accountants, Mumbai, Auditors of the company, retire and are eligible for re-appointment.

12.0 Auditors' Report:

The observations made in the auditors' report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956.

13.0 Acknowledgement:

The Board of Directors thanks the Banks, Financial Institutions, Central and State Government Authorities, Shareholders, Customers, Suppliers and Business Associates for their continued co-operation and support to the company. The company also places on record, appreciation of the dedication and commitment of its employees at all levels and looks forward to their continued support in the future.

On behalf of the Board of Directors,

Niraj Bajaj Rajesh V. Shah

Chairman & Managing Director Co-Chairman & Managing Director

Mumbai, May 25, 2012.

Mar 31, 2011

Dear Members,

1.0 The directors present the 73rd Annual Report and audited statements of accounts of the Company for the year ended March 31, 2011.

2.0 Financial results:

(Rs. in Million)

Current Year Previous Year

Turnover :

Gross Sales, Services and Other Income 28,403.81 21,728.74

Profit before tax (PBT) 613.58 620.02

Less : Tax Expense 147.22 0.63

Profit After Tax (PAT) 466.36 619.39

Add / (Less) : Prior period adjustments (net) (0.07) (0.64)

Add / (Less) : Excess / (Short) provision for tax 0.28 1.18

Profit after tax and prior period adjustments 466.57 619.93

Balance brought forward from previous year 300.63 -

Balance available for appropriations 767.20 619.93

Appropriations :

Transfer from / (to) Debenture Redemption Reserve (Net) 40.14 66.25

Proposed Dividends and Tax thereon (84.98) (85.55)

Transfer to General Reserve (420.00) (300.00)

Balance carried to the Balance Sheet 302.36 300.63

3.0 Dividend :

The directors recommend a dividend of 10% on equity shares and 0.01% on cumulative preference shares. The dividend and tax thereon aggregate Rs.84.98 million for the year.

4.0 Performance:

4.01 The gross sales and other income for the year marked a 31% increase at Rs.28,404 million as against Rs.21,729 million over the previous year.

4.02 The profit before tax was marginally lower at Rs.613.58 million as compared to Rs.620.02 million in the previous year.

4.03 Revenues from export of specialty steel products of the Company almost doubled at Rs.1,535 million as against Rs.771 million of the previous year.

4.04 During the second quarter of the year, the Company completed the transfer and assignment of one twelfth of its lease hold rights of the land situated at Dighe, Thane and the net income arising from this transaction has been utilized for operations.

The salient features of the operating performance of each segment during the year under review are discussed in the following paragraphs.

4.10 Specialty Steel Division:

4.11 The gross sales of alloy, special and stainless steel long products increased by 37% at Rs.24,620 million compared to Rs. 17,954 million in the previous year. This increase is due to the rise in the volume of sales by 8% over the previous year. Increase in sales of high value products as a result of product development and an increase in selling price also contributed to the increase in sales.

4.12 Commodity prices rose sharply all over the world during the year under report which included prices of inputs required for making steel, viz., iron ore, metallurgical coke, scrap, nickel, fuel oil, ferro-alloys, etc.. The volatility of the Indian Rupee against the US Dollar also resulted in cost escalations. The overall impact of these factors amounted to a 42% increase in costs to the Company.

4.13 During the year under report, the Company increased its heat treatment and quality assurance facilities at its steel plant at Dighe, Thane.

4.14 At the Steel Plant at Ginigera, Karnataka, the Company installed a 15 mega watt captive power plant based on waste gases emitted from the mini blast furnace. The successful trial runs were conducted from 5th January 2011 and the Plant was commissioned in May 2011.

4.15 The market for specialty and alloy steel is likely to remain positive in the long run. The domestic automobile sector continues to move forward on the growth trajectory while the auto component sector is likely to witness a surge in its export markets with global automobile majors increasing its dependency on sourcing from countries like India. The Company has received approvals from renowned domestic and international customers to supply various grades of specialty steels. The Company has also developed several more grades of ball bearing steel which were hitherto imported.

The revival of the global economies further activated the markets for stainless steel products which are largely dependent on exports. The Company successfully tapped markets in the USA for export of pump shaft quality bars. It also exported hardened and tempered steel products to various countries. The Company exhibited its steel making & rolling prowess in the ÃDusseldorf Steel Wire ShowÃ, to buyers in the European markets and received encouraging results. To take advantage of the increased momentum in the stainless steel business, the Company is enhancing its downstream capacities to better suit the new global markets.

4.16 With the commissioning of the enhanced steel making and rolling capacity at its facilities in Dighe, Thane and Ginigera, Karnataka, the Company is poised to achieve its optimum utilization. The Company is continuously looking at measures to improve its margins through increasing the sales of value added steel products, widening the distribution network, and developing new products and strategic tie- ups with global automobile and auto component manufacturers operating in the country. The Company is confident that combined with its core strengths of being a one-stop-shop for all grades and sizes of specialty steel long products, flexibility in its manufacturing capabilities and expertise in developing new grades of steel / steel products within a short period of time, the Company will continue to consolidate and grow its top and bottom line.

4.20 Industrial Machinery Division:

4.21 Although the Industrial Machinery Division had adequate order booking at the beginning of the year, the turnover of this division was lower as many of the major customers, particularly, in the steel sector, delayed their projects. This resulted in the lower sales turnover of the division by 10% at Rs. 2,850 million as compared to Rs.3,177 million in the previous year. The division continues to hold a healthy order book for the year in progress at an aggregate of Rs.3,612 million.

Some of the major equipment manufactured and commissioned by the division in 2010-11 are :

- 2nd level luffing traveling tower crane for a large shipyard,

- Electrical level luffing cranes for ports,

- Major copper plant equipment for Copper Mines in Zambia,

- Mould assemblies and mould oscillators for the continuous casting machine for IISCO, and

- Completion of electrical works for the first unit of 500 MW at NTPC, Jajjhar and third unit of Simhadri Power Plant.

4.22 During the year under report, the division booked orders for cranes, port equipment and copper plant equipment. The division along with IHI of Japan will jointly bid for tenders for projects in material handling equipment in India as well as overseas. The division is also implementing large projects within the country jointly with Mukand Engineers Ltd.

The markets for steel plant equipment that remained sluggish during the year are expected to improve in the second half of the year in progress. Meanwhile the division is concentrating on measures to reduce its costs to improve its margins and compensate for the lower realization.

4.30 Road Construction Division:

4.31 As the project is nearing completion, the revenue from this Division was lower for the year under review of Rs. 146 million as compared to Rs.285 million in the previous year. As on March 31, 2011, the Division completed 298 km of two lanes of the main carriage way and 71 km of service roads; representing 100% of the total work of both the Projects.

The ÃTakeover certificatesÃ for both the projects, Kanpur and Varanasi, have been received from the National Highways Authority of India. Division has also received ÃDefect Liability CertificateÃ in April 2011 for the Project near Varanasi, denoting completion of the said project.

5.0 Finance:

5.01 The working capital borrowings in the second half of the year under review have gone up on account of the need to fund the increased costs for inputs like metallurgical coke, iron ore, ferro-alloys, furnace oil, etc. On achieving better utilization of capacity and improvement in margins, the Company expects to reduce its dependence on borrowed capital.

5.02 Fixed Deposits :

The Company accepts / renews fixed deposits from its shareholders and the public. The deposits outstanding at the close of the year amounted to Rs. 1,720.15 million (previous year : Rs.1,421.44 million), including Rs.9.12 million which remained unclaimed after maturity by depositors. The Company has, during the year, transferred Rs.0.98 million being unclaimed deposits and interest thereon to the Investor Education and Protection Fund set up by the Government of India.

6.0 Joint Ventures:

6.01 For stainless steel wires:

Mukand Bekaert Wire Industries Pvt. Ltd. was formed as a 50:50 venture of NV Bekaert SA, Belgium and Mukand Ltd. in September 2007, to manufacture stainless steel wires for the domestic and international markets.

In the year 2008-09, in the project execution stage, the JV issued additional equity over two phases. Although the Company continues to hold its original equity of Rs.130 million, it did not subscribe to the subsequent increases in share capital in view of its on-going Capital Expenditure programme and other commitments, resulting in a revised shareholding pattern of 86:14 with the Company holding 14%.

In light of the above, the joint venture agreement has been terminated with effect from 29th March 2011 but the Company continues to have one director on the Board of the JV Company. The working relationship between the promoter group of companies also remains strong with the Company continuing to be the supplier of stainless steel wire rods to this venture.

6.02 For coal mining:

The Ministry of Coal, Government of India, allotted the Rajhara North (Central & Eastern) Non-Coking Coal Block bearing reserves of 17.09 Million Tonnes in Jharkhand. A Joint Venture Company (JVC) was formed to mine this coal. CompanyÃs share of coal in the JVC is 10.05 Million Tonnes. The JVC has submitted the revised Mining Plans to Ministry of Coal. Simultaneously, settlement towards costs of infrastructure with Central Coalfields Ltd. is being actively pursued with the Ministry of Coal.

7.0 Industrial Relations:

The Company has maintained good and cordial relations with its workforce for over 25 years. A comprehensive wage settlement was concluded with its Union of Daily Rated Workmen for its Plant at Dighe, Thane for a period of four years and eight months which is effective from 1st November 2010. Wage increases for the other categories of employees are also being implemented.

The Company continues to train and motivate all employees to participate in all Total Quality Management activities resulting in the recertification of all existing ISO systems. It has 1,968 permanent employees on its rolls as at 31st March 2011.

8.0 Corporate Social Responsibility:

8.01 By the Company:

The Company continues to support and encourage developmental activities that are inclusive in nature. The Company, along with other organizations, aims to facilitate the achievement of a minimum education level of class ten for every girl child born on or after the year 2005 belonging to the SC/ST and economically disadvantaged categories in Thane district. Currently, the Company reaches out to 16,000 girl students studying in schools across seven Talukas of Thane District. School bags were also distributed to students studying in a school in Ginigera district, Karnataka.

The Company was also involved in the promotion, education and preservation of the mangroves in Thane district. The employees and families of our Thane facility were involved in activities such as tree plantation, spreading environmental awareness, etc.. The Company also implemented a pilot project to harvest rain water in its facility in Thane. A 24 hour disaster management cell has been set up in the Company which makes available its ambulance and fire engine to the neighboring areas in case of an emergency.

8.02 By the Group:

In addition to the activities carried out by the Company, the Bajaj Group of Companies is involved in a number of developmental initiatives relating to social, environmental and health issues. Some of the health related activities include, health care, prevention of HIV / AIDS and managing hospitals. On the education side, it includes managing schools and colleges and provides basic education and literacy to the children of scheduled castes and tribes. The Group is also involved in activities related to womenÃs empowerment, social welfare, employment generation, promotion of Gandhian values, technical education, etc. and declares awards for excellence in these activities. The activities are implemented through its employees, Welfare Funds and Group NGOs / Trusts / Charitable Bodies operating at various locations in the Country.

9.0 Statutory disclosures:

9.01 The statutory disclosures in accordance with section 217 (1) (e) of the Companies Act, 1956, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are made in Appendix-I to the report.

9.02 None of the employees is covered within the purview of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and therefore, no statement is required to be given under the said Section.

9.03 The Company has five wholly owned Subsidiary Companies, viz. Mukand Global Finance Limited, Vidyavihar Containers Limited, Mukand International Limited (MIL), Mukand Vijayanagar Steel Limited and Mukand International FZE (MIFZE). During the year Company purchased five shares of UAE Dirham 1.00 million each in MIFZE, a wholly owned Subsidiary of MIL. MIL has during the year, reduced its share capital from ÃÂ£600,000 to ÃÂ£1,000 and returned ÃÂ£599,000 to the Company.

A statement pursuant to section 212 of the Companies Act, 1956 setting out the details of these subsidiaries is attached to the Balance Sheet. The Company has been exempted by the Central Government from attaching the financial statements of subsidiary companies to the Accounts of the Company for the Financial Year 2010-2011. A summary of key financials of the subsidiaries is included in the Annual Report. The Annual Accounts of these subsidiaries and the related detailed information are available to the shareholders of the Company and other investors seeking such information at any point of time at the Registered Office of the Company. The Annual Accounts are also available for inspection by any investor at the Registered Office of the Company and that of the Subsidiary Company concerned.

9.04 Consolidated financial statements (CFS), pursuant to clause 32 of the Listing Agreement, have been prepared by the company in accordance with the requirements of Accounting Standard 21 prescribed under the Companies Act, 1956.

9.05 A report on corporate governance, pursuant to clause 49 of the Listing Agreement, along with the certificate from practising company secretaries regarding compliance of conditions of corporate governance and management discussion and analysis are separately given in this report.

10.0 DirectorsÃ Responsibility Statement:

Pursuant to section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

I. in the preparation of the annual accounts, the applicable accounting standards have been followed;

II. appropriate accounting policies have been selected and applied consistently. Judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as on March 31, 2011, and of the Profit of the Company for the year ended March 31, 2011;

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

IV. the Annual Accounts have been prepared on a going concern basis.

11.0 Group :

Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising ÃGroupÃ as defined under the Monopolies and Restrictive Trade Practices (ÃMRTPÃ) Act, 1969 are

disclosed in the Annual Report for the purpose of Regulation of 3(1)(e)(i) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

12.0 Directors:

12.01 Shri Rahul Bajaj, who has been on the Board of the Company since 1976 and was Chairman of the Company during the period 1999 to 2007, did not seek re-appointment on his retirement at the last Annual General Meeting held on 28th July, 2010. The Board acknowledges the unique and outstanding contribution made by him to the all round growth of the Company.

12.02 Shri T. Chattopadhyay, who joined the Board of Directors of the Company on 29th May, 2004 has ceased to be a Director of the Company with effect from 31st May, 2010. The Board places on record its appreciation of the valuable services rendered by him during the tenure of his office as Director. Shri Amit Yadav appointed as Additional Director in the meeting of the Board held on 27th October 2010, holds office as such, upto the date of ensuing Annual General Meeting. A notice has been received from a shareholder proposing his appointment as Director of the Company.

12.03 Dr. N.P. Jain, Shri Prakash V. Mehta and Shri Pradip P. Shah, Directors of the Company, retire by rotation and are eligible for re- appointment.

13.0 Auditors:

Messrs Haribhakti & Co., Chartered Accountants, Mumbai, Auditors of the Company, retire and are eligible for re-appointment.

14.0 AuditorsÃ Report:

The observations made in the auditorsÃ report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956.

15.0 Acknowledgement:

The Board of Directors thanks the Banks, Financial Institutions, Central and State Government Authorities, Shareholders, Customers, Suppliers and Business Associates for their continued co-operation and support to the Company. The Company also places on record, appreciation of the dedication and commitment of its employees at all levels and looks forward to their continued support in the future.

On behalf of the Board of Directors,

Niraj Bajaj Rajesh V Shah Chairman & Co-Chairman & Managing Director Managing Director

Mumbai, May 27, 2011.

Mar 31, 2010

1.0 The directors present the 72nd annual report and audited statements of accounts of the Company for the year ended March 31, 2010.

2.0 Financial results: IRs. in Million)

Current Year Previous Year

Turnover :

Net Sales, Servicesand Other Income 19,941.64 19,483.93

Results : Profit before Net Forex losses / gains, interest, depreciation, exceptional items and tax 2,776.90 101.98

Add / (Lessl : Net Forex (Losses) / Gain 6.52 215.73)

Less : Finance and Lease charges 1,522.53 1,352.35

Profit / (Loss) before depreciation, exceptional items and tax 1,260.89 (1,466.10)

Less : Depreciation 632.27 578.42

Profit / (Loss) for the year before

exceptional items and tax 628.62 (2,044.52)

Add / (Less) : Exceptional items (net) (8.60) (414.82)

Profit / (Loss) before tax (PBT) 620.02 (2,459.34)

Less / (Add) : Tax Expense /(Tax Saving) 0.63 585.97)

Profit / (Loss) After Tax (PAT) 619.39 (1,873.37)

Add / (Less): Prior period adjustments (net) (0.64) (14.67)

Add / (Less) : Excess / (Short) provision for tax 1.18 0.96

Profit / (Loss) after tax and prior period adjustments 619.93 (1,887.08)

Balance brought forward from previous year -- 1,230.38

Balance available for appropriations/ adjustments 619.93 (656.70)

AppropriationsTransfer from/to Debenture Redemption Reserve (Net) 66.25 62.50

Proposed Dividends and Tax thereon (85.55) (0.01)

Transfer from / (to) General Reserve (300.00) 594.21

Balance carried to the Balance Sheet 3.00. 0.63

3.0 Dividend:

The directors recommend a dividend of 10% on equity shares and 0.01% on cumulative redeemable preference shares. The dividend and tax thereon aggregate Rs.85.55 million for the year.

4.0 Performance:

4.01 The Company maintained the net sales and other income for the year at Rs.19,942 million as against Rs. 19,484 million in the previous year.

4.02 The profit before net forex gains / losses, interest, depreciation, exceptional items and taxes was higher at Rs. 2,776.90 million as compared to Rs. 101.98 million in the previous year.

4.03 Exports during the year were lower at Rs. 771 million as against Rs. 1,630 million in the previous year as a direct impact of the continued global recessionary trends.

The salient features of the operating performance of each segment during the year under review are discussed in the following paragraphs.

4.10 Specialty Steel Division:

4.11 The net sales of alloy, special and stainless steel long products stood at Rs.16,331 million compared to Rs.16,502 million in the previous year. However, the sale of specialty steel products in terms of volume was higher by 26% at 295,946 metric tons as compared to 235,225 metric tons in the previous year. This disproportion between value and volume was mainly due to the reduction in the rate of excise duty and reduced selling prices of the specially steel products consequent 1o the fall in input prices during the first half of the year.

4.12 Most of the commodity prices began to rise from the second half of the year. The Coke prices that were falling in the first half of the year began to steadily move upwards from USD 265 per metric ton in the month of July 2009 to USD 395 in the month of February 2010. However, in the month of March 2010, the prices rose sharply from USD 395 to USD 460 per metric ton. These prices are likely to firm-up further during the year in progress. The prices of other major inputs, like, nickel, furnace oil, ferro-alloys, melting scrap, etc. which were falling at the beginning of the year also moved up in the fourth quarter. The Company also had to procure iron ore from the market at an additional cost due to the paucity in the supplies of iron ore from our contracted source.

4.13 In the second half of the year, the Company completed the capital expenditure programme thereby bringing its specialty steel making and rolling capacity, to half a million ton per annum. The investment made by the Company vis-d-vis the increase in capacity is fairly low. Not only that, the Company also managed the expansion activities in a running facility without interrupting its production line.

4.14 In the Ginigera, Karnataka facility, the Company expects to commission the 15 mega watt captive power plant based on waste gases emitted from a mini blast furnace by the month of July 2010.

4.15 The first quarter of the year in progress saw an increased momentum in automobile sales resulting in an increased demand for our specialty steel products. The Company continues to focus on developing highly specialized grades of alloy and stainless steel products that command a premium in the market.

4.16 The Company has received approvals from renowned domestic and international customers to supply various grades of specialty steels. The Company has also developed several grades which were hitherto entirely imported.

4.17 The demand for specialty steel products has improved consequent to higher demand in the automotive and engineering sectors. This growth is expected to accelerate in the year in progress.

4.20 Industrial Machinery Division:

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4.21 During the year under review, this Division reported a turnover of Rs.3,031 million as against Rs.2,441 million in the previous year. Though the market conditions remained subdued during the year, the Division achieved an increase in the turnover on account of the orders in hand at the beginning of the year. The Industrial Machinery Division has been showing continuous improvement in its performance and has orders

on hand aggregating Rs.4,661 million as at the end of the year.

4.22 The Division continues its focus on the design, manufacture, erection and commissioning of heavy duty cranes and equipment for ports and process plants. It has, in the year under review, successfully completed the supply and erection of a 500 metric ton four girder double trolley crane for a power plant, electric level luffing and large capacity electric overhead traveling cranes for a large engineering company, and level luffing cranes for several sea ports in the Country. The Division commissioned a 60 metric ton carrying capacity, 55 meter radius level luffing traveling tower crane for a shipyard along with Messer Obe Machinery of Japan. Supplies for the second and third crane for the same customer are under progress. The Division also proudly supplied and commissioned 11 rotating trolley cranes for a steel plant in the Country.

4.23 The division started the dispatches of equipment for IISCO for their Universal Mill Project and plans to complete the majority of the supplies during the next financial year. It has also supplied electrical packages to various power plants for NTPC and expects to complete all supplies during the next financial year.

4.30 Road Construction Division:

4.31 The revenue from this Division was lower for the year under review at Rs.285 million as compared to Rs. 377 million in the previous year as the project is nearing completion. As on March 31, 2010, the Division completed 296 km of two lanes of the main carriage way and 70 km of service roads; representing 99% of the total work of both the Projects.

Of the two Projects, one near Varanasi and the other near Kanpur, the Division has received the "take over" certificate from the National Highway Authority of India for the former one. In the Project near Kanpur, two of the three sections have been completed and 97% of the third section has also been completed. The Company expects to complete this package by end of the year in progress.

4.32 The Company has incurred losses in this segment of the business due to incremental jobs executed, cost escalations, time-overruns, etc.. Although the full financial outcome of the Divisions activity cannot be estimated with certainty at present, the management has accounted for the losses currently expected till the close of the year, keeping in mind the claims made by the Company.

5.0 Finance:

5.01 The working capital borrowings in the second half of the year under review have gone up on account of the need to fund the increased cost of inputs like metallurgical coke, iron ore, ferro-alloys, furnace oil, etc. On achieving better utilization of capacity and improvement in margins, the Company expects to reduce its dependence on borrowed capital.

5.02 Fixed Deposits:

The Company accepts / renews fixed deposits from its shareholders and the public. The deposits outstanding at the close of the year amounted to Rs.1,421.44 million (previous year : Rs.818.15 million), including Rs.7.78 million which remained unclaimed after maturity by depositors. The Company has, during the year, transferred Rs.0.43 million being unclaimed deposits and interest thereon to the Investor Education and Protection Fund set up by the Government of India.

6.0 Joint Ventures:

6.01 For stainless steel wires:

For the manufacture of stainless steel wires, the Company invested a total of Rs.130 million in a Joint Venture company, Mukand Bekaert Wire Industries Pvt. Ltd., including Rs.11.30 million during the year under report. The joint venture company achieved 60% capacity utilization of the 6,000 metric ton installed capacity as on March 2010. Investments for installation of the additional 6,000 metric tons capacity will be made when the current utilization reaches 80%.

This joint venture company has made inroads into the domestic as well

as the export markets for its products. The Company is the primary source for the supply of stainless steel wire rods for this Joint Venture and a total of 1,014 metric tons of stainless steel wire rods have been supplied in F.Y. 2009-10.

6.02 For coal mining:

The Ministry of Coal, Government of India, allocated a coal block of 10.05 million tons in the Rajahara North (Central and Eastern), Jharkhand coal mines to a joint venture company. Mukands share in this joint venture amounts to 5.87 million tons of coal. This joint venture company is actively coordinating with Central Coalfields Ltd. to complete the required formalities with Central / State Government Agencies.

7.0 Industrial Relations:

A Charter of Demands raised by the Workers Union is pending with the appropriate authority in the State of Maharashtra. The Company has 2,004 permanent employees on its rolls as on 31, March 2010.

8.0 Corporate Social Responsibility:

8.01 By the Company:

The Company continues to support and encourage developmental activities that are inclusive in nature. The Company aims to get every girl child from the SC/ST and economically disadvantaged groups in Thane district to achieve a minimum education level of class X. The Company provided two sets of uniforms to 3,945 SC / ST school girls studying in standards VIII to X in schools across seven Talukas in Thane District. School bags were also distributed to students studying in a school in Ginigera district, Karnataka.

The Company is also involved in the promotion and education of the importance of mangroves in Thane district. The employees of our Thane facility were involved in activities such as tree plantation drive, spreading environmental awareness, etc.. The Company also implemented a pilot project to harvest rain water in its facility in Thane. A 24 hour disaster management cell has been set up in the Company which makes available its ambulance and fire engine to the neighbouring areas in case of an emergency.

8.02 By the Group:

In addition to the activities carried out by the Company, the Bajaj Group of Companies are involved in a number of developmental initiatives relating to social, environmental and health issues. Some of the health related activities include, health care, prevention of HIV / AIDS and managing hospitals. On the education side, it includes managing schools and colleges and provides basic education and literacy to the children of schedule castes and tribes. The Group undertakes social services for womens empowerment, social welfare, employment generation, promotion of Gandhian values, technical education, etc. and declares awards for the excellence in these activities. The activities are implemented through its employees, Welfare Funds and Group NGOs / Trusts / Charitable Bodies operating at various locations in the Country.

9.0 Statutory disclosures:

9.01 The statutory disclosures in accordance with sections 217 (1) (e) of the Companies Act, 1956, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are made in Appendix-I to the report.

9.02 A statement showing details of employees covered within the purview of section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given in Appendix- II to the report.

9.03 The Company hqs four wholly owned subsidiary companies, viz., Mukand Global Finance Limited, Vidyavihar Containers Limited, Mukand International Limited (MIL) and Mukand Vijaynagar Steel Ltd.. Mukand International FZE, a wholly owned subsidiary of Mukand International Limited is also deemed to be a subsidiary of the Company by virtue of the provisions of Section 4 of the Companies Act, 1956. MIL has paid

a dividend of USD 0.40 million on the share capital of USD 0.99 million.

A statement pursuant to Section 212 of the Companies Act, 1956 setting out the details of these subsidiaries is attached to the balance sheet. The Company has been exempted by the Central Government from attaching the financial statements of these subsidiaries to the accounts of the Company for the financial year 2009-10. A summary of the key financials of these subsidiaries is included in this annual report. The annual accounts of these subsidiaries will be made available to any member at the registered office of the Company and that of the subsidiary company concerned.

9.04 Consolidated financial statements (CFS), pursuant to clause 32 of the Listing Agreement, have been prepared by the Company in accordance with the requirements of Accounting Standard 21 prescribed under the Companies Act, 1956.

9.05 A report on corporate governance, pursuant to clause 49 of the Listing Agreement, along with the auditors certificate regarding compliance of conditions of corporate governance and management discussion and analysis are separately given in this report.

10.0 Directors Responsibility Statement- Pursuant to section 217 (2AA| of the Companies Act, 1956, the directors confirm that:

I. in the preparation of the annual accounts, the applicable accounting standards have been followed;

II. appropriate accounting policies have been selected and applied consistently. Judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as on March 31, 2010, and of the Profit of the Company for the year ended March 31, 2010;

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

IV. the Annual Accounts have been prepared on a going concern basis.

11.0 Group :

Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising "Group" as defined under the Monopolies and Restrictive Trade Practices ("MRTP"| Act, 1969 are disclosed in the Annual Report for the purpose of Regulation of 3|l)(e)|i| of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

12.0 Directors:

12.01 Shri T. Chattopadhyay, Shri Rahul Bajaj and Shri Dhirajlal S. Mehta, directors of the Company, retire by rotation and are eligible for re-appointment. Shri Rahul Bajaj has expressed his desire not to seek re-appointment at the ensuing Annual General Meeting. Shri Rahul Bajaj has been on the Board of the Company since 1976 and was Chairman of the Company during the period 1999 to 2007. The Board of Directors acknowledges the unique and outstanding contribution made by Shri Rahul Bajaj. He became Chairman in 1999 after relinquishment of the office of the Chairman by Shri Viren J. Shah on his appointment as Governor of the State of West Bengal. During this period, the steel industry was passing through recessionary period and the Companys performance reflected the downturn and it was forced to operate under financial constraints. However, under his leadership, the Company sailed through these difficult times and improved its performance. The Board acknowledges and appreciates the guidance if received from time to time from Shri Rahul Bajaj.

13.0 Auditors:

M/s. Dalai & Shah, Chartered Accountants, statutory auditors of the Company, retire at the ensuing Annual General Meeting. However, they do not wish to seek re-appointment in view of the new SEBI guidelines with regard to Corporate Governance. The Directors wish to put on record their appreciation of the services rendered by the auditors since 1939.

The Company has received a notice from a member proposing the appointment of M/s. Haribhakti & Co., Chartered Accountants os Statutory Auditors of the Company to hold office from conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting. They have confirmed their eligibility and have given their consent for the proposed appointment. Members are requested to appoint Auditors at the ensuing Annual General Meeting.

14.0 Auditors Report:

The observations made in the auditors report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956.

15.0 Acknowledgement:

The Board of Directors thanks the Banks, Financial Institutions, Central and State Government Authorities, Shareholders, Customers, Suppliers and Business Associates for their continued co-operation and support to the Company. The Company also places on record, appreciation of the dedication and commitment of its employees at all levels and looks forward to their continued support in the future.

On behalf of the Board of Directors,

Niraj Bajaj Rajesh V Shah

Chairman & Co-Chairman & Managing Director Managing Director

Mumbai, May 26, 2010.

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