Directors Report of Vidarbha Iron & Steel Corporation Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st of March, 2015.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous years figures are given hereunder:

Particulars 31/03/2015 31/03/2014 (Rupees in) (Rupees in)

Sales And Other Income 24,55,080 24,36,646

Profit/Loss before depreciation 8,87,823 7,81,861 and amortization

Depreciation and amortization for 4,21,524 4,38,448 the year

Net Profit/Loss after depreciation 4,66,299 343,413 and amortization

Exceptional Items 0 0

Profit before extraordinary items 4,66,299 3,43,413 and tax

Extraordinary Items 0 0

Profit before tax 4,66,299 3,43,413

Current tax expense 1,99,917 1,72,510

Deferred tax expense (58,622) (69,714)

Profit/Loss for the period from 0 0 continuing operations

Profit/Loss from discontinuing 0 0 operations

Tax expense of discontinuing 0 0 operations

Profit/Loss from discontinuing 0 0 operations (after tax)

Profit/Loss transferred/adjusted 3,25,004 2,40,617 to General Reserve

Basic earnings per equity share 0.33 0.24

Diluted earnings per equity share 0.33 0.24

2. DIVIDEND

In order to conserve the resources, the Board of Directors has not recommended any dividend for the year under review.

3. PERFORMANCE OF THE COMPANY:

During the year under review, your Company's Gross Revenue is 24,55,080 (Previous Year: 24,36,646). Gross profit before interest, depreciation and tax amounted to 9,45,777 (Previous Year: 7,90,318). The net profit stood at 3,25,004 (Previous Year: 2,40,617).

4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of the report.

5. conservation of energy, technology Absorption, foreign exchange earnings and outgo

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable to the company.

6. STATEMENT CONCERNiNG DEVELOPMENT AND implementation of risk management policy OF THE COMPANY

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

7. details of policy developed and implemented by the COMPANY ON ITS CORPORATE SOCIAL RESPONSIBiLiTY initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

8. particulars of loans, guarantees or investments MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions is not applicable.

9. PARTiCULARS OF CONTRACTS OR ARRANGEMENTS MADE WiTH RELATED PARTiES

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 186 are furnished in Annexure 1 and is attached to this report.

10. EXPLANATiON OR COMMENTS ON QUALiFiCATiONS, RESERVATiONS OR ADVERSE REMARKS OR DiSCLAiMERS MADE BY THE AUDiTORS AND THE PRACTiCiNG COMPANY SECRETARY iN THEiR REPORTS

There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

The practicing company secretary qualifies their Secretarial Audit report and same is attached herewith.

11. COMPANY'S POLiCY RELATiNG TO DiRECTORS APPOiNTMENT, PAYMENT OF REMUNERATiON AND DiSCHARGE OF THEiR DUTiES

The Company does not have any policy.

12. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure 2 and attached to this Report

13. NUMBER OF BOARD MEETiNGS CONDUCTED DURiNG THE YEAR UNDER REViEW

The Company had 4 Board meetings dated 30th May, 2014, 12th August, 2014, 14th November, 2014 and 9th February, 2015 during the financial year under review.

14. DiRECTORS RESPONSiBiLiTY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

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 and of the profit and loss 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. SUBSiDiARiES, JOINT VENTURES AND ASSOCiATE COMPANiES

The company does not have any Subsidiary, Joint Venture or Associate Company.

16. DEPOSiTS

During the year company has not accepted/renewed any deposits during the year under review.

17. DiRECTORS

Mr. Ashim Saraf and Mr. Mahesh Saraf retire in the ensuing Annual General Meeting and being eligible offer themselves for re-election.

18. DECLARATiON OF iNDEPENDENT DiRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

19. STATUTORY AUDiTORS

Salve & Co. have been appointed as Statutory Auditors for a period of 3 years in the Annual General Meeting held on 29/09/2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

20. DiSCLOSURE OF COMPOSITION OF AUDiT COMMiTTEE AND PROVIDING VIGIL Mechanism

Audit Committee was not constituted by the Company during the year.

The Company has not established vigil mechanism.

21. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any shares during the year under review.

b. SWEAT EQUiTY

The Company has not issued any Sweat Equity shares during the year under review.

c. BONUS SHARES

The Company has not issued any bonus shares during the year under review.

d. EMPLOYEES STOCK OPTiON PLAN

The Company has not provided any Stock Option scheme to the employees.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DiRECTORS

ANURAG SARAF M.D. SARAF Managing Director Director

Place : Nagpur Date : 13th August 2015

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Mar 31, 2014

Dear Members

The Directors are pleased to present the 41st Annual Report together with the Audited Statement of Accounts of the Company for the period ended 31st March, 2014.

1. Financial Results:

During the year under review the activities of the company were substantially reduced due to prevailing uncertainty in the market. The Company in the year under review has achieved a Net Profit of Rs. 2,40,617 as compared to Rs. 20,19,560 during the previous year. The performance of the Company is expected to improve during the current year. The financial results are summarized below:

PARTICULARS Amount as on Amount as on 31st March, 31st March, 2014 2013

Sales and Other Income 24,36,646 8,26,58,999

Profit Before Financial Expenses, Depreciation & Tax 7,90,318 33,91,660

Less: Financial Cost 8,457 5,00,086

Profit Before Depreciation And Tax 7,81,861 28,91,574

Less: Depreciation 4,38,448 4,63,273

Profit before Exceptional and Extra-Ordinary items and Tax 3,43,413 24,28,301

Exceptional Items - -

Profit before Extra-Ordinary items and Tax 3,43,413 24,28,301

Extra-Ordinary items - -

Profit Before Tax 3,43,413 24,28,301

Less : Provision for Taxes

Current Tax 1,72,510 4,93,196

Deferred Tax (69,714) (84,455)

NET PROFIT AFTER TAX 2,40,617 20,19,560

2. Dividend:

Due to brought forward losses of the Company, your Directors are unable to declare any dividend during the year.

3. Fixed Deposits:

The Company has not accepted any Fixed Deposits within the meaning of Section 58 A of the Companies Act, 1956 and the rules made thereunder during the period under review.

4. Directors:

Shri Murlidhar Saraf and Shri Vinod Saraf, Directors of the Company retires by rotation and being eligible, offers themselves for re-appointment.

5. Auditor:

Salve & Co., Chartered Accountant, auditor of the Company holds office till the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from Salve & Co., Chartered Accountant to the effect that the appointment as auditor, if made, would be within the limits u/s 224 (1-B) of the Companies Act, 1956.

6. Auditor''s Report:

With reference to the comments made by the Auditor in his report, the Directors wish to state that the relevant notes forming part of the Company''s accounts are self-explanatory and hence do not require any further explanation.

7. Directors'' Responsibility Statement:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your directors state as under:-

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation.

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit of the Company for that period;

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

iv) that the directors have prepared the Annual Accounts on a going concern basis.

8. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988 is not applicable to the company.

9. Compliance Certificate:

In accordance with the requirements of Section 383A of the Companies Act, 1956, Certificate from Practicing Company Secretary certifying regarding compliance with the legal requirements, in respect of the Company for the year ended 31st March, 2014, is enclosed and marked as Annexure- 1.

10. Particulars of Employees:

During the year under review there were no employees receiving remuneration of or in excess of limits prescribed as per the provisions of Section 217 (2A) read with the Companies (Particulars of Employees) Rules, 1975.

11. Acknowledgements:

Your Directors express their thanks and record appreciation for the co-operation they received from various Government authorities, financial institutions, bankers, suppliers and customers of the company. The Directors also wish to place on record their sincere appreciation for the devoted services rendered by the employees at all levels of the Company and look forward to their continued co-operation.

ON BEHALF OF THE BOARD OF DIRECTORS

ANURAG SARAF M.D. SARAF Managing Director Director

Place : Nagpur Dated : 12th August, 2014

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Mar 31, 2013

TO THE MEMBERS

The Directors are pleased to present the 40th Annual Report together with the Audited Statement of Accounts of the Company for the period ended 31stMarch, 2013.

1. Financial Results:

Inspite of stiff market conditions and growing competition your company has shown considerable resistance to the prevailing situation and managed to achieve a Net Profit of Rs. 20,19,560/- during the year as against a Net Profit of Rs. 9,05,505/- during the previous financial year. In the years to come your company is looking forward to give its best. A brief view of the company''s financial performance during the year has been given below:

PARTICULARS Amount as Amount as on 31st March, on 31st March, 2013 2012

Sales and Other Income 8,26,58,999 13,08,98,981

Profit Before Financial 33,91,660 26,32,166

Expenses, Depreciation & Tax

Less: Financial Cost 5,00,086 8,09,399

Profit Before Depreciation And 28,91,574 18,22,767 Tax

Less: Depreciation 4,63,273 5,15,109

Profit before Exceptional and 24,28,301 13,07,658

Extra-Ordinary items and Tax

Exceptional Items

Profit before Extra-Ordinary 24,28,301 13,07,658

items and Tax

Extra-Ordinary items

Profit Before Tax 24,28,301 13,07,658

Less : Provision for Taxes

Current Tax 4,93,196 4,40,528

Deferred Tax (84,455) (38,375)

NET PROFIT AFTER TAX 20,19,560 9,05,505

2. Dividend:

Due to brought forward losses of the Company, your Directors are unable to declare any dividend during the year.

3. Fixed Deposits:

The Company has not accepted any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under during the period under review.

4. Directors:

Shri Manoj Saraf and Shri Rohit Saraf, Directors of the Company retires by rotation and being eligible, offers themselves for re- appointment.

5. Auditor:

Salve & Co., Chartered Accountant, auditor of the Company holds office till the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from Salve & Co., Chartered Accountant to the effect that their appointment as Statutory Auditors, if made, would be within the limits u/s 224 (1-B) of the Companies Act, 1956.

6. Auditor''s Report:

With reference to the comments made by the Auditors in their report, the Directors wish to state that the relevant notes forming part of the Company''s accounts are self-explanatory and hence do not require any further explanation.

7. Directors'' Responsibility Statement:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your directors state as under:- i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit of the Company for that period;

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

iv) that the directors have prepared the Annual Accounts on a going concern basis.

8. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988 is not applicable to the company.

9. Compliance Certifi cate:

In accordance with the requirements of Section 383A of the Companies Act, 1956, Certificate from Practicing Company Secretary certifying regarding compliance with the legal requirements, in respect of the Company for the year ended 31 st March, 2013, is enclosed and marked as Annexure- I

10. Particulars of Employees:

During the year under review there were no employees receiving remuneration of or in excess of limits prescribed as per the provisions of Section 217 (2A) read with the Companies (Particulars of Employees) Rules, 1975.

11. Acknowledgements:

Your Directors express their thanks and record appreciation for the co-operation they received from various Government authorities, financial institutions, bankers, suppliers and customers of the company. The Directors also wish to place on record their sincere appreciation for the devoted services rendered by the employees at all levels of the Company and look forward to their continued co-operation.

ON BEHALF OF THE BOARD OF DIRECTORS

ANURAG SARAF M.D. SARAF

Managing Director Director

Place : Nagpur

Dated : 23rd July, 2013

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Mar 31, 2012

The Directors are pleased to present the Annual Report together with the Audited Statement of Accounts of the Company for the period ended 31 st March, 2012.

1. Financial Results:

Inspite of stiff market conditions and growing competition your company has shown considerable resistance to the prevailing situation and managed to achieve positive results for the year under review. A brief view of the company's financial performance during the year has been given below:



Particulars Year ended 31.03.12 Year ended 31.03.11 (Rupees) (Rupees)

Income including sales 13,08,98,981 3,05,41,965

Profit/(Loss) before Depreciation, Interest and Tax 26,32,166 23,25,566

Less: Depreciation 5,15,109 6,98,575

Profit/(Loss) before Interest & Tax 21,17,057 16,26,991

Less: Interest 8,09,399 3,35,696

Profit / (Loss) before tax 13,07,658 12,91,295

Less: Provision for Tax 4,40,528 0

Less: Provision for Deferred Tax (38,375) (79,739)

Profit / (Loss) after tax 9,05,505 13,71,034

Profit/(Loss) brought forward from previous year (5,05,09,762) (5,18,80,796)

Balance carried to Balance-sheet (4,96,04,257) (5,05,09,762)





2. Dividend:

Due to brought forward losses of the Company, your Directors are unable to declare any dividend during the year.

3. Fixed Deposits:

The Company has not accepted any Fixed Deposits within the meaning of Section 58 A of the Companies Act, 1956 and the rules made thereunder during the period under review.

4. Directors:

Shri Ashim Saraf, Shri Mahesh Saraf and Shri Anurag Saraf Directors of the Company retires by rotation and being eligible, offers themselves for re-appointment.

5. Auditor:

Salve & Co., Chartered Accountant, auditor of the Company holds office till the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from Salve &

Co., Chartered Accountant to the effect that the appointment as auditor, if made, would be within the limits u/s 224(l-B)of the Companies Act, 1956.

6. Auditor's Report:

With reference to the comments made by the Auditor in his report, the Directors wish to state that the relevant notes forming part of the Company's accounts are self-explanatory and hence do not require any further explanation.

7. Directors' Responsibility Statement:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your directors state as under:-

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that Eire 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 period and of the profit of the Company for that period;

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

iv) that the directors have prepared the Annual Accounts on a going concern basis.

8. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is not applicable to the company.

9. Compliance Certificate:

In accordance with the requirements of Section 3 83A of the Companies Act, 1956, Certificate from Practicing Company Secretary certifying regarding compliance with the legal requirements, in respect of the Company for the year ended 31 st March, 2012, is enclosed and marked as Annexure-1.

10. Particulars of Employees:

During the year under review there were no employees receiving remuneration of or in excess of limits prescribed as per the provisions of Section 217 (2 A) read with the Companies (Particulars of Employees) Rules, 1975.

11. Acknowledgments:

Your Directors express their thanks and record appreciation for the co-operation they received from various Government authorities, financial institutions, bankers, suppliers and customers of the company. The Directors also wish to place on record their sincere appreciation for the devoted services rendered by the employees at all levels of the Company and look forward to their continued co-operation.



ON BEHALF OF THE BOARD OF DIRECTORS

Place: Nagpur

Dated: 29th August, 2012 M.D. SARAF VINOD SARAF

Managing Director Director

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Mar 31, 2010

The Directors are pleased to present the Annual Report together with the Audited Statement of Accounts of the Company for the period ended 31st March, 2010.

1. FINANCIAL RESULTS:



Year ended Year ended

31th March, 2010 31th March, 2009

(Rupees) (Rupees)

Income 28,79,839 29,26,207

Profit / (Loss) before Depreciation, Interest and Tax 21,59,741 17,41,561

Less: Depreciation 7,62,695 9,60,399

Profit / (Loss) before Interest & Tax 13,97,046 7,81,162

Less: Interest 41,153 20,558

Profit / (Loss) before tax 13,55,893 7,60,604

Less: Provision for Fringe Benefit Tax - 70,679

Add: Deferred Tax 69,291 86,096

Profit/(Loss) after tax 14,25,184 7,76,021

Deferred tax on initial adoption - -

Excess tax provision written back - -

Profit / (Loss) brought forward from previous year (5,33,05,980) (5,40,82,001)

Balance carried to Balance-sheet (5,18,80,796) (5,33,05,980)

Earning per share 1.35 0.69

2. PERFORMANCE:

The Company has stable income from leasing. During the Year the company has Profit after tax of Rs.14,25,184/- After adjusting the brought forward losses, the losses carried forward to the next year comes to Rs.5,18,80,796/-

3. DIVIDEND:

Due to brought forward losses of the Company, your Directors are unable to declare any dividend during the year.

4. FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits within the meaning of Section 58 A of the Companies Act, 1956 and the rules made thereunder during the period under review.

5. DIRECTORS:

Shri Ashim Saraf and Shri Mahesh Saraf, Directors of the Company retires by rotation and being eligible, offers themselves for re-appointment.

6. AUDITOR:

Salve & Co., Chartered Accountant, Auditors of the Company holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from Salve & Co., Chartered

Accountants to the effect that the appointment as auditors, if made, would be within the limits u/s 224 (1-B) of the Companies Act, 1956.

7. AUDITORS REPORT:

With reference to the comments made by the Auditor in his report, the Directors wish to state that the relevant notes forming part of the Companys accounts are self-explanatory and hence do not require any further explanation.

8. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuantto the provisions of Section 217(2AA) of the Companies Act, 1956, your directors state as under:-

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation

ii) that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit of the Company for that period;

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

iv) that the directors have prepared the Annual Accounts on a going concern basis.

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

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988 is not applicable to the company.

10. COMPLIANCE CERTIFICATE:

In accordance with the requirements of Section 383A of the Companies Act, 1956, Certificate from Practicing Company Secretary certifying regarding compliance with the legal requirements, in respect of the Company for the year ended 31st March, 2010, is enclosed and marked asAnnexure-1.

11. PARTICULARS OF EMPLOYEES:

During the year under review there were no employees receiving remuneration of or in excess of limits prescribed as per the provisions of Section 217 (2A) read with the Companies (Particulars of Employees) Rules, 1975.

12. ACKNOWLEDGEMENTS:

Your Directors express their thanks and record appreciation for the co-operation they received from various Government authorities, financial institutions, bankers, suppliers and customers of the company. The Directors also wish to place on record their sincere appreciation for the devoted services rendered by the employees at all levels of the Company and look forward to their continued co-operation.



On Behalf of the Board of Directors,

Place: Nagpur M.D.SARAF R.V.DALVI

Dated: 18thAugust, 2010 MANAGING DIRECTOR DIRECTOR