Directors Report of Mukesh Steels Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 33rd Annual Report of the company together with the

Audited Financial Statements for the year ended 31.03.2014

FINANCIAL RESULTS (Rs. In Lacs.)

Current Year Previous Year

Turnover 6686.38 7045.99

Other Income 145.77 62.35

Profit before Dep. & Tax 26.79 72.34

Less: Provision for depreciation 24.71 27.06

Loss/Profit 2.08 45.29

Provision for Taxation/Deffered Tax (2.64) 16.76

Loss/Profit after Tax 4.72 28.52

PERFORMANCE REVIEW

During the year under review, the company has achieved a sales turnover of Rs. 6686.38 Lacs as compared to Rs.7045.99 Lacs for the previous year. The company has earned cash profit of Rs.26.79 Lacs as compared to profit of Rs. 72.34 Lacs for the previous year. Your directors expect better results in future.

DIVIDEND

Your directors have decided to conserve the resources for future requirements and hence do not recommend any dividend for the year under review.

ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

Information in accordance with the provision of sec 217 (I) (e) of the Companies Act, 1956 read together with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology and foreign exchange is given in the statement annexed hereto and forms part of this report.

PUBLIC DEPOSITS

During the period under review your, company has not accepted any deposits from public pursuant to the provisions of section 58-A of the companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

i) In the preparation of the annual Financial Statements, the applicable accounting standards have mainly been followed along with proper explanation relating to the material departures.

ii) Such accounting policies, judgments and estimates are applied consistently that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profits of company for that period.

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.

CORPORATE GOVERNANCE

Your company has taken adequate steps to ensure compliance with the provisions of corporate governance as prescribed under the listing agreement with the stock exchanges.

A separate report on corporate governance is enclosed as part of the annual report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis of financial conditions and results of operation of the Company for the year under review is attached to this Report.

AUDITORS

The statutory auditors of the company, M/s S.C. Vasudeva & Co., Chartered Accountants, Ludhiana (Firm registration No. 000235N),retire at the ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept office, if re-appointment. The Audit committee and the Board of Directors recommends the re-appointment of M/s S.C. Vasudeva & Co., Chartered Accountants, as the auditors of the company untill the conclusion of 36th Annual General Meeting..

M/s S.C. Vasudeva & Co., have provided necessary certificate under section 139(1) read with section 141 of the Companies Act, 2013.

AUDITORS REPORT

The comments and observations of the auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

COST AUDITORS

M/s R.C.AGARWAL & ASSOCIATES, Ludhiana, Cost Auditors (Firm Registration No. 101434) were appointed as cost auditors of the company for the financial year 2013-14. Further the board of directors has reappointed them as cost auditors for the financial year 2014-15.

SECRETARIAL AUDITORS

The Board of directors of your company has appointed M/s Reecha Goel & Associates, Practicing company secretaries, as Secretarial Auditor pursuant to the provisions of section 204 of the Companies Act ,2013 for the financial year 2014-15.

INDUSTRIAL RELATIONS

Industrial relations continued to remain cordial throughout the year and the Directors express their appreciation towards the workmen for their co-operation and hope for continued cordial relations in the years to come.

LISTING OF SHARES

The equity shares of the company are listed on 1. Ludhiana Stock Exchange Limited, Ludhiana 2. Delhi Stock Exchange Limited, New Delhi. 3. Bombay Stock Exchange Ltd; Mumbai 4. Vadodara Stock Exchange Limited, Vadodara.

DIRECTORATE

As per the provisions of the section 152 of Companies Act, 2013 and in accordance with the Articles of Association, Mr. Vinod Gossa in, Director of the company, is liable to retire by rotation and being eligible, offers himself for re-appointment.

Mr. Krishan Chand Gupta, Managing Director of the company and who has attained the age of seventy years and whose term is going to expire on 30.09.2014 is proposed to be re-appointed by Nomination and Remuneration Committee of the Board as Managing Director of the company for a further period of 5 years w.e.f. 01.10.2014 at a remuneration of Rs. 2,50,000/- per month.

Mr. Deepak Gupta was re-appointed subject to approval of members as Wholetime Director of the company w.e.f. 05.08.2014 for a period of 5 years at a monthly remuneration of Rs. 1,50,000/- on the recommendations of the Nomination and Remuneration Committee of the Board. The necessary resolution for his re-appointment is placed in the notice of ensuing Annual General Meeting.

As per the provisions of the Section 149 (4) every listed public company shall have at least one third of the total number of Directors as Independent Directors. In terms of Section 149 (10) of the Companies Act, 2013, an Independent Director shall hold office for a term up to five consecutive years on the Board of a Company but shall be eligible for reappointment on passing of a special resolution by the company for a further period of upto five years. Further, in terms of Clause 49, it is provided that a person who has already served as an independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of his present term, for one more term of up to five years only. In accordance with this requirement of the Act read with relevant rules and Clause 49, current Independent Directors Mr. Gulshan Wadhwa, Mr. Ashok Kumar Gupta and Mr. Arun Goyal are proposed to be appointed as Independent Directors for a term of 5 years not being liable to retire by rotation. The Board recommends that the proposed resolution relating to appointment of Independent Directors be approved.

Kartar Singh Arora resigned w.e.f. 20.07.2013 and Naresh Batra resigned w.e.f. 30.03.2014

PARTICULARS OF EMPLOYEES

None of the employee is in receipt of emoluments in excess of the limits prescribed under the Companies ( Particulars of Employees ) Rules, 1975.

ACKNOWLEDGEMENTS

The board expresses its appreciation for the valuable assistance, co-operation and support received from Company''s Bankers, Central and State Government Authorities and Shareholders.

Place : Ludhiana By Order of the Board Dated : 30.08.2014 For Mukesh Steels Limited

(Krishan Chand Gupta) Managing Director DIN N0.00057030

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Mar 31, 2010

The Directors have pleasure in presenting the 29th Annual Report on the Business and Operations of your Company together with the audited accounts for the year ended 31s! March, 2010.

The Financial Highlights

The financial performance of your company for the year ended 31st March, 2010 is summarized as below:

(Rs. In Lakhs)

Particular 2009-2010 2008-2009

Sales 5249.19 7112.98

Other Revenues 83 00 35.53

Total Revenues 5332.19 7148.51

Profit before Depreciation and Tax 60.33 50.83

Less: Provision for Depreciation 14.53 14.48

Less: Provision for Current Tax 12.76 15.06

Deferred Tax 0.27 0.80

Deferred Tax Adjustments - -

Fringe Benefit Tax - 0.69

Income Tax For Earlier Years - - Profit (Loss) after Tax 32.77 19.80

Add Balance B/F from Previous Year 376.33 356.53

Balance earried toBalance Sheet 409.10 376.33



Results of Operations

During the year under review, your company recorded total revenues of Rs.5332.19 Lacs comprising of other revenues of Rs. 83.00 Lacs as compared to Rs.7148.51 Lacs in the previous financial year. The profits after tax for the year under review increased to Rs.32.77 Lacs as against Rs. 19.80 Lacs in the previous year registering a growth of 65.51 %.

Performance Review

The detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the "Management Discussion and Analysis Section" which forms a part of the Annual Report.

Dividend

Keeping in view overall performance and future expansion in order to meet competition, your directors have decided not to recommend any dividend for the year under review.

Directorate

In accordance with the provisions of Article 41(iii) of the Articles of Association of the company, Shri Naresh Batra and Shri. Ashok Kumar Gupta, Directors shall retire by rotation at the ensuing Annual General Meeting of your company and, being eligible, offer themselves for re-election.

Directors Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 2009-10 and of the profit of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d) The Directors had prepared the Annual Accounts on a going concern basis.

No Default

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions ancor banks during the year under review,

Auditors

The Statutory Auditors M/s S.C. Vasudeva & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and eligible for re-appointment. They have furnished a certificate, to the effect that their re-appointment, if made, will be in accordance with the provisions of Section 224 (1B) of the Companies Act, 1956.

Auditors Report

The Auditors Report on the Accounts of the Company for the financial year ended 31st March, 2010 is enclosed as annexure thereto

Regarding Charging of Depreciation on Plant and Machinery of Furnace Plant as Continuous Process Plant, the Company has charged the depreciation as Continuous process Plant because if the division is shut down then it results into significant energy loss and also Company has to incur significant cost for starting the production. Hence, as per Schedule XIV of the Companies Act, the Company can charge depreciation on such assets as Continuous Process Plant.

Regarding purchase of finished goods from a firm in which directors are interested, the company has purchase the goods at the prevailing market rate.

Listing

The securities of the company are listed at Ludhiana, Delhi, Bombay and Vadodara Stock Exchange. The company has complied with all the relevant listing requirements.

Employees Particulars

During the year under review, no person employed by the Company received a remuneration of more than Rs.200000/- per month or Rs.2400000/- per annum, pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given as Annexure hereto and forms part of this report.

Corporate Governance

Certificate received from the Auditors of the Company regarding compliance of Corporate Governance guidelines of SEBI as required under Listing Agreement is enclosed as Annexure hereto forming part of this report.

Industrial Relations

Industrial relations continued to remain cordial throughout the year and the Directors express their appreciation towards the workmen for their co-operation and hope for continued cordial relations in the years to come.

Acknowledgement

The Directors are grateful and pleased to place on record their appreciation for the excellent support and cooperation extended by the valuable Shareholders, Bankers, Statutory Auditors, Financial Institutions, Customers, Dealers, Vendors and Society at large. We wish to place on record our appreciation for the untiring efforts and contributions made by the Employees at all the levels to ensure that the company continues to grow and excel and looks forward for their continued support in future too.



For And On Behalf of the Board

PLACE: LUDHINA Krishan Chand Gupta

DATE: 03.09 2010 Chairman

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Mar 31, 2009

The Directors present this Twenty Eighth Report on the Business and Operations of the Company and the Financial Accounts for the year ended 31st March, 2009.



I. The Financial Highlights Rs. In Lakh

2008-2009 2007-2008

Sales 7112.98 6069.65

Other Revenues. 35.53 46.28

Total Revenues 7148.51 6115.93

Profit before Depreciation and Tax 50.83 151.96

Less: Provision for Depreciation 214.48 3.59

Less: Provision for Current Tax 15.06 42.40

Deferred Tax .79 3/32

Deferred Tax Adjustments -- --

Fringe Benefit Tax 0.69 0.69

Income Tax For Earlier Years -- --

"Profii (Loss)" after Tax 19.80 91.96

Add: Balance B/F from Previous Year 356.53 265.35

Balance carried to Balance Sheet 376.32 356.53

2. Operations

During the year under review, your company recorded total revenues of Rs.7148.51 Lacs comprising of other revenues of Rs. 35.53 Lacs. Due to recession and heavy fluctuation in the Steel price, the Profit after Tax reported by the Company for the financial year 2008-2009 decreased to 19.80 Lacs as compared to Rs.91.17 Lacs.

3. Rights Issue

The company has utilized funds of Right Issue for its Working Capital needs.

4. Dividend

Tor the purpose of future expansions your directors had not recommended any dividend.

5. Directorate

In accordance with the provisions of" Article 4l(iii) of the Articles of Association of the company. Shri Deepak Gupta and Shri.Arun Goyal, Directors shall retire by rotation at the Annual General Meeting of your company and, being eligible, offer themselves for re-election.

6. Directors Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the . stole of affairs of the company at the end of the financial year 2008-09 and of the profit of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safegaurding the assets of the company and for preventing and detecting fraud and other irregularities; and

d) The Directors had prepared the Annual Accounts on a going concern basis.

7. Auditors

The Statutory Auditors M/S S.C Vasudeva & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and eligible for re-appointment. They have furnished a certificate, to the effect that their re-appointment, if made, will be in accordance with the provisions of Section 224 (1B) of the Companies Act, 1956.

8. Auditors Report

The comment of the Auditors have been dealt within the Notes on Accounts forming part of balance Sheet which are self explanatory and requires no comments.

Regarding Charging of Depreciation on Plant and Machinery of Furnace Plain as Continuous Process Plant, the Company has charged the depreciation as Continuous process Plant because if the division is shut down then it results into significant energy loss and also Company has to incur significant cost for starting the production. Hence, as per Schedule XIV of the Companies Act. the Company can charge depreciation on such assets as Continuous Process Plant,

9. Listing

The securities of the company are listed at Ludhiana, Delhi, Bombay and Vadodara .Stock Exchange. The company has complied with all the relevant listing requirements.

10. Employees Particulars

Duimg the year under review, no person employed by the Company received a remuneration of more than Rs.200000/- per month or Rs.2400000/- per annum, as the ease may be. Accordingly, the Statement of Particulars of Employees pursuant to the provisions of section 217(2A) of the Companies Act. 1956. is not applicable

11. Public Deposits

Your company has not accepted any deposits in the financial year ending 3 1s1 March, 2009 and as such, no amount of principal or interest was outstanding on the date of Balance Sheet.

STATUTORY INFORMATION

A. As regard disclosure under Section 217(l)(e) of the Companies Act. 1956 read with the Companies(Disclosure o£parliculars in the report of Board of Directors) Rules, 1988 a statement showing particulars of conservation of energy, technology, absorption and foreign exchange earnings and outgo is annexed hereto as Annexure-1 forming part of this report.

15. Management Discussion and Analysis Report, as required under Listing Agreement is enclosed as Annexure-II forming part of this report.

C. Certificate received from the .Auditors of the Company regarding compliance of Corporate Governance guidelines of SEBI as required under Listing Agreement is enclosed as Annexure-III forming part of this report.

D. Declaration affirming compliance with the code of conduct pursuant to clause 49 of the Listing Agreement is enclosed as Annexure IV forming part of this report.

PARTICULARS AS REQUIRED UNDER SECTION 217(1) (e)

As regard disclosure under Section 217(l)(e) of the Companies Act, 1956 read with the Companies(Disclosure of particulars in the report of Board of Directors) Rules, 1988 a statement showing particulars of conservation of energy, technology, absorption and foreign exchange earnings and outgo is annexed hereto and forms part of this report.

INDUSTRIAL RELATIONS

Industrial relations continued to remain cordial throughout the year and the Directors express their appreciation towards the workmen for their co-operation and hope for continued cordial relations in The years to come.

12. Acknowledgement

Your Director-; acknowledge with deep sense of appreciation the co-operation received from the shareholders, bankers, statutory auditors and financial institutions. We wish to place on record our appreciation for the untiring efforts and contributions made by at all levels to ensure That" the company continues to grow and excel.

PLACE: LUDHIANA For And On Behalfof (he Board

DATE: 03.09.2009 For Mukesh Steels Limited Sd/- (Krishnan Chand Gupta) Chairman Managing Director