Directors Report of Aanchal Ispat Ltd.

Mar 31, 2024

The Hon’ble National Company Law Tribunal, Kolkata Bench (“NCLT”) had vide its order dated 12th September,
2023 admitted the application for the initiation of the Corporate Insolvency Resolution Process (“CIRP”) of the
company in terms of the Insolvency and Bankruptcy Code (IBC), 2016 read with the rules and regulations framed
thereunder as amended from time to time (“Code”). Accordingly pursuant to the provisions of Section 17 of the IBC
the powers of the Board of Directors of the Corporate Debtor stands suspended and such powers shall be vested with
Mr. Sriram Mittal appointed as the Insolvency Resolution Professional (the IRP). Further the committee of
creditors(CoC) of the company pursuant to the meeting held on 11th October, 2023 and in terms of Section 22 (2) of
the Code resolved with 100% voting share to replace the existing Interim Resolution Professional with CA Santanu
Brahma as the resolution professional (RP) for the company. Accordingly the NCLT has in its hearing dated 17th
November, 2023 through video conferencing pronounced the approval for the appointment of CA. Santanu Brahma as
the RP (“Resolution Professional”) of the Company.

As per Notification no. SEBI/LAD-NRO/GN/2018/21 dated May 31 2018 regulations 17,18, 19, 20 and 21 of the
Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 related to
Board of Directors, Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship
Committee respectively shall not be applicable during the insolvency resolution process period in respect of a listed
entity which is undergoing CIRP under the Code provided that the role and responsibilities of the Board of Directors
as specified under regulation 17 shall be fulfilled by the interim resolution professional or resolution professional in
accordance with sections 17 and 23 of the Insolvency and Bankruptcy Code. Hence the status of the Board of Directors
and Committees provided in this Report is as on the date of commencement of CIRP i.e. 12th September, 2023.

We hereby presents the 29^th Annual Report of Aanchal Ispat Limited (the Company) along with the audited financial
statements for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS

The Company’s financial performance for the year ended 31^st March, 2024 is summarised below:

PARTICULARS	2023-2024	2022-2023
Sales and other operating Income	10,939.05	19,453.67
Earnings before Interest, Tax, Depreciation & amortization (EBITDA)	(339.76)	(2218.29)
Finance costs	351.46	765.15
Depreciation and amortization expenses	62.99	63.81
Profit/ (loss) before tax	(754.21)	(3047.25)
a) Current Tax	-	-
b) Current Tax Expense relating to Prior Year''s	-	-
c) Deferred Tax	(129.40)	(701.55)
Profit/(loss) for the period	(624.81)	(2345.71)

2. RESULTS OF OPERATIONS AND STATE OF THE COMPANY’S AFFAIRS:

The Company’s revenue in FY 2023-24 was Rs. 10,939.05 lakhs compare to Rs. 19,453.67 lakhs in the previous
financial year. EBIDTA stood at Rs. (339.76) lakhs in FY 2023-24 compared to Rs. (2218.29) lakhs in the previous
financial year. The Company reported a post-tax loss of Rs. 624.81 lakhs in FY 2023-24 compared to a post-tax loss
of Rs. 2345.71 lakhs in the previous financial year.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserves for the year ended 31 st March, 2024.

4. DIVIDEND

The company has not recommend the payment of any dividend on equity shares for the year ended 31st March, 2024.

5. CHANGE IN THE NATURE OF BUSINESS

The company is engaged in manufacturing of a wide range of TMT Bars, MS Rounds & Angles, besides Trading of
Steel Products etc. There has been no change in the nature of business of the Company.

6. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2024 stood at ''20.85 cores. During the year under review, the Company
has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options
or sweat equity or warrants. As on March 31, 2024, none of the Directors of the Company hold instruments convertible
into Equity Shares of the Company.

7. ANNUAL RETURN

In terms of provisions of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management &
Administration) Rules, 2014, a copy of the Annual Return as prescribed under Section 92 of the Companies Act, 2013
forms a part of this report and is annexed as Annexure - “A” and the same can also be assessed at the website of the
Company at www. aan ch alispat. com.

8. DEPOSITS

The Company has not accepted any public deposit during the year under review and no amount against the same was
outstanding at the end of the year.

9. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The company is not having a holding or subsidiary company during the year and no other company has become a
holding/subsidiary/ joint venture.

10. SECRETARIAL STANDARDS OF ICSI

The Ministry of Corporate Affairs has mandated SS-1 and SS-2 with respect to board/committee meetings and general
meetings respectively. The company is under CIRP w.e.f 12^th September, 2024, therefore the company has ensured
compliance with the Secretarial Standards to the extent possible.

11. REGULATORY STATEMENT

In conformity with the provision of regulation 34(2) (c) of SEBI (LODR), Regulations 2015, the Cash Flow Statement
for the year ended 31.03.2024 is annexed hereto. The equity shares of the Company are listed on the BSE Ltd.

12. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS.
AND OUTGO

As required under Section 134 (3) (m) ofthe Act read with Rule 8 of The Companies (Accounts) Rules, 2014, particulars
relating to conservation of Energy, R & D, Technology absorption, and foreign exchange earnings/outgo are separately
provided in the annexure to this report as Annexure - “B”.

13. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

As per the terms of Regulation 34(2) read with Schedule V of SEBI Listing Regulations, Management’s Discussion and
Analysis Report for the year under review is presented in a separate section forming part of the Annual Report.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Since the Company is undergoing Corporate Insolvency Resolution Process (CIRP) w.e.f 12th September, 2023, the
powers of the Directors have been suspended and such powers are vested in CA. Santanu Brahma, in the capacity of
Resolution Professional.

There were no changes in the composition of the Board of Directors.

None of the Directors of the Company is disqualified for being appointed as Director, as specified under section 164(2)
of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules,
2014.

Ms. Puja Kaul, Company Secretary resigned from her post w.e.f 12^th September, 2023.

Mr. Mukesh Kumar Agarwal, Chief Financial Officer (CFO) of the company resigned from his post w.e.f 15^th
November, 2023 but it is not yet approved by the Committee of Creditors (CoC).

15. RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the
Company, Mr. Manoj Goel, Director, is liable to retire by rotation at the ensuing AGM and being eligible have offered
himself for re-appointment. A resolution seeking shareholders’ approval for his re-appointment along with other
required details forms part of the Notice.

The Managing Director & CEO and Independent Directors of the Company are not liable to retire by rotation.

*His appointment on the Board is being part of compliance with section 152(6) of the Companies Act, 2013. However,
the Board shall continue to remain suspended during the continuance of Corporate Insolvency Resolution Process.

16. DECLARATION BY INDEPENDENT DIRECTORS

Since the Company is undergoing Corporate Insolvency Resolution Process (CIRP) w.e.f 12^th September, 2023, the
powers of the Directors have been suspended and such powers are vested in CA. Santanu Brahma, in the capacity of
Resolution Professional.

Hence, the provisions of Section 149 of the Act, is not applicable on the company.

17. NUMBER OF MEETINGS OF THE BOARD

09 (Nine) meetings of the Board of Directors were held during the financial year 2023-2024. The maximum gap between
any two meetings was less than 120 days, as stipulated under SEBI’s Listing Requirements, 2015. The details of the
meetings of the Board of Directors of the Company convened and attended by the Directors during the financial year
2023-2024 are given in the Corporate Governance Report which forms part of this Annual Report.

18. NOMINATION AND REMUNERATION POLICY

The salient features of the Nomination and Remuneration Policy of the Company are set out in the Corporate
Governance Report which forms part of this Annual Report. The said Policy of the Company, inter alia, provides that
the Nomination and Remuneration Committee shall formulate the criteria for appointment & re-appointment of
Directors on the Board of the Company and persons holding Senior Management positions in the Company, including
their remuneration and other matters as provided under Section 178 of the Act and Listing Regulation.

19. BOARD EVALUATION

The Board of Directors of the company are suspended pursuant to the Pursuant to Hon’ble NCLT, Kolkata bench order
for admission of Corporate Insolvency Resolution Process (CIRP) under the Insolvency Bankruptcy Code, 2016 w.e.f
September 12, 2023.

Though the Company is under CIRP, the Company has over the years developed a robust familiarization process for
the newly appointed directors with respect to their roles and responsibilities, way ahead of the prescription of the
regulatory provisions. The process has been aligned with the requirements under the Act and other related Regulations.
This process inter-alia includes providing an overview of the Company’s business model, the risks and opportunities
etc. Details of the Familiarization Programme are also available on the Company’s website at
https://www.ushdev.com/pdf/familiarisation-Program.pdf

COMMITTEES

As on 31st March, 2024, the Board stands suspended due to the CIRP. During the year the company has three
committees: Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

During the year, all recommendations made by the committees were approved by the Board. A detailed note on the
composition of the Board and its committees is provided in the corporate governance report.

0 AUDIT COMMITTEE

Under Corporate Insolvency Resolution Process, the Power/role of Audit Committee is exercisable by the
RP. Although the terms of reference for each Committee in the absence of CIRP are mentioned hereunder

The Audit Committee comprised of 3 non-executive directors and all three are independent. During the year,
the Audit Committee met (Five) times to deliberate on various matters on 30.05.2023, 01.06.2023,
09.06.2023, 20.06.2023, 14.08.2023.

The Composition of the Audit Committee and the attendance of each member at these meetings are as
follows:-

Name	Position Held	Number of Meetings during the Financial Year 2023-24
		Entitled	Attended
Ms. Nilu Nigania	Chairperson	5	5
Mr. Mukesh Agarwal	Member	5	5
Ms. Shikha Jaiswal	Member	0	0

The Audit Committee ensures an effective internal control system.

0 NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises 4 non-executive directors, out of which three are
independent. During the year, the Nomination and Remuneration Committee met once to deliberate on
various matters on 12.09.2023.

The Composition of the Nomination and Remuneration Committee and the attendance of each member at
these meetings are as follows:-

Name	Position Held	Number of Meeting during the Financial Year 2023-24
		Entitled	Attended
Mr. Mukesh Agarwal	Chairman	1	1
Ms. Nilu Nigania	Member	1	1
Ms. Shikha Jaiswal	Member	0	0

0 STAKEHOLDER’S RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises 3 non-executive directors and all three are
independent. During the year, the Committee did not meet due to the ongoing Corporate Insolvency
Resolution Process (CIRP).

The Composition of the Nomination and Remuneration Committee and the attendance of each member at
these meetings are as follows:-

Name	Position Held	Number of Meeting during the Financial Year 2023-24
		Entitled	Attended
Mr. Mukesh Agarwal	Chairman	1	1
Ms. Nilu Nigania	Member	1	1
Ms. Shikha Jaiswal	Member	0	0

20. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Due to the ongoing Corporate Insolvency Resolution Process (CIRP) there could not be any separate
meeting of the Independent Directors during the FY 2023-2024.

21. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All independent directors inducted into the Board are familiarized with the operations and functioning of the
Company. The details of the training and familiarization program are provided in the Corporate Governance
report.

22. DIRECTORS RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 134(5) of the Companies Act, 2013 the suspended Board of
Directors to the best of their knowledge and hereby confirm the following:

a) in the preparation of the annual accounts for the financial year ended 31^st March 2024, the applicable
accounting standards had been followed along with proper explanation relating to material departures;

b) Selection of 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 as at 31^st
March, 2024 and profit and loss account of the Company for that period;

c) Taken proper and sufficient care 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;

d) The annual accounts are prepared on a going concern basis; and

e) The 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.

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

23. AUDITORS & AUDITORS’ REPORT

Statutory Auditors

M/s Rajesh Jalan & Associates, Chartered Accountants, Kolkata (FRN 326370E) were appointed as Statutory
Auditors of the Company for the term of five years at the 25''™ Annual General Meeting held on 15^th
December, 2020 as per the provisions of the Companies Act, 2013.

The Auditors have issued a modified opinion on the Financial Statements for the financial year ended 31^st
March, 2024. The Auditors’ Report for the financial year ended 31st March, 2024 on the financial statements
of the Company is a part of this Annual Report.

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014 and
amendments thereof, the Company is required to maintain cost accounting records in respect of certain
specified products, and accordingly, such accounts and records are made and maintained in the prescribed
manner. The cost accounting records maintained by the Company are required to be audited and, accordingly,
M/s. Rana Ghosh & Co were appointed Cost Auditors for FY 2023-24.

The Resolution Professional has re-appointed M/s. Rana Ghosh & Co Cost Accountant, as Cost Auditors for
auditing the cost records of the Company for the financial year 2024-25. The Act mandates that the
remuneration payable to the Cost Auditor is ratified by the shareholders. Accordingly, a resolution seeking
ratification of the shareholders for the remuneration payable to the Cost Auditors for the financial year 2024¬
25 is included in the Notice convening the 29^th Annual General Meeting.

Internal A uditor

The Company appointed M/s Sailesh Agarwal & Associates LLP (FRN: E300263 ) for the FY 2023-24 an
Independent firm of Chartered Accountants to act as an Internal Auditor as per the suggestion of auditors and
the recommendation of the Audit Committee in the Board Meeting held on 9^th June, 2023 in order to
strengthen the internal control system for the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s Manisha Saraf &
Associates, Practicing Company Secretaries, as its secretarial auditor to undertake the Secretarial Audit for
FY 2023-24. The Company has received consent from M/s. Manisha Saraf & Associates to act as the auditor
for conducting an audit of the secretarial records for the financial year ending 31st March, 2024. The
secretarial audit report certified by the secretarial auditors, in the specified form MR-3 is annexed herewith
and forms part of this report (Annexure “C”). The secretarial audit report does not contain any qualifications,
reservations, or adverse remarks.

24. CODE OF CONDUCT

The Code of Conduct of Directors, KMP‘s and Senior executive of the Company is already in force and
the same has been placed on the Company’s website www.aanchalispat.com and the declaration for the
affirmation with the same forms a part of this report.

25. CORPORATE GOVERNANCE

Your Company has practice sound Corporate Governance and taken necessary actions at appropriate times
for enhancing and meeting stakeholders’ expectations while continuing to comply with mandatory provisions
of Corporate Governance. Your Company has complied with the requirements of all applicable regulations
read with Schedule-V of SEBI Listing regulations as issued by SEBI and amended from time to time.

A report on Corporate Governance along with certificate from M/s Rajesh Jalan & Associates, Chartered
Accountants, regarding the compliance of conditions is presented in a separate section forming part of the
Annual Report.

26. POLICY RELATING TO DIRECTOR’S APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES

The policy of the Company on Director’s appointment and remuneration, including criteria for determining
qualifications, independence, and other matters is as provided under subsection(3) of Section 178 of the
Companies Act, 2013 is available on the company’s website at www.aanchalispat.com.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The particulars of employees as required under Section 197 (12) of the Act read with Rule 5 (1)of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (as amended) are given
in separate annexure attached hereto as Annexure-“D” and forms a part of this report.

Further stating there were no such employees drawing remuneration in excess of the limits set out in Section
197 (12) of the Companies Act, 2013 read with Rule 5(2) & 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

28. DETAILS OF RELATED PARTIES TRANSACTIONS PURSUANT TO SECTION 188(1) OF
THE COMPANIES ACT, 2013

During the financial year, all transactions entered into with the Related Parties as defined under the
Companies Act, 2013, were in the ordinary course of business on arm’s length basis and as such did not
attract provisions of Section 188 (1) of Companies Act, 2013. The company has formulated a policy on related
party transactions. Particulars of related party transactions pursuant to Section 134(3) (h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is attached at Annexure - “E”.
Approvals from the Audit Committee are obtained even for transactions which are in the ordinary course of
business and repetitive in nature. Further, on a quarterly basis, disclosures are made to the Audit Committee
and to the Board in its meetings. Details of related party transactions are given in the notes to financial
statements.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees, and investments under the provisions of Section 186 of the Act read with the
Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2024, are set out in Note 8 to
the Financial Statements of the Company.

30. RISK MANAGEMENT POLICY

The risk management strategy of your Company is based on a clear understanding of various risks, and
adherence to well-laid-out risk policies and procedures that are benchmarked with industry best practices.
The Company has developed robust systems and embraced adequate practices for identifying, measuring,
and mitigating various risks - business, strategic, operational, market, credit, liquidity, reputational and
process risks - and ensuring that they are maintained within pre-defined risk appetite levels.

31. 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
provisions of section 135 of the Companies Act, 2013 along with Companies (Corporate Social
Responsibility Policy) Rules, 2014 as they are not applicable.

32. WHISTLE BLOWER POLICY

The Company has established an effective Whistle blower policy (Vigil mechanism) and procedures for its
Directors and employees whereby employees, directors and other stakeholders can report matters such as
generic grievances, corruption, misconduct, fraud, misappropriation of assets, and non-compliance with code
of conduct to the Company. The policy safeguards the whistle blowers to report concerns or grievances and
also provides direct access to the Chairman of the Audit Committee. During the year under review, none of
the personnel has been denied access to the Chairman of the Audit Committee. This policy is available on
Company’s website www.aanchalispat. com.

33. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information (“the Code”) in line with the SEBI PIT Regulations.

34. INTERNAL FINANCIAL CONTROLS

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company’s Policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of accounting records, and the timely
preparation of financial disclosures.

The Company has an Internal Control System commensurate with the size, scale and complexity of its
operations. These are routinely tested and certified by Statutory as well as Internal Auditor. Significant audit
observations and corrective action are reported to the Audit Committee.

The concerned executives monitors and evaluates the efficacy and adequacy of internal control system in the
Company, its compliance with operating systems, accounting procedures and policies at all locations of the
Company. Based on the report of internal audit function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit observations and corrective actions
thereon are presented to the Audit Committee.

35. INSURANCE

The Company has taken appropriate insurance for all assets against foreseeable perils.

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

There were no complaints pending for the redresses at the beginning of the year and no complaints received
during the financial year.

37. COURT/TRIBUNAL ORDERS

There were no instances of any significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and the Company’s operations in the future.

38. MATERIAL CHANGES AFFECTING THE COMPANY

There are no material changes and commitments affecting the financial position of the Company between the
end of the financial year and the date of this report.

There has been no change in the nature of business of the Company.

39. APPRECIATION

The management thank the shareholders for their continued support and they would like to place on record
their appreciation for the dedicated services rendered by the Employees at all levels.

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support
during the year.

We place on record our appreciation of the contribution made by the employees at all levels. Our resilience to meet
challenges was made possible by their hard work, solidarity, co-operation and support.

On b eh alf of the su spended Board of Directors of Aanchal Ispat

Limited

(Authorised by the Resolution Professional)

Sd/-

Mukesh Goel

Place: Howrah (Managing Director)

Date: 30.05.2024 DIN:00555061

---

Mar 31, 2018

Dear Shareholders,

The Directors take pleasure in presenting the 23rd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year ended 31st March, 2018 is summarised below:

(Rs. in Lacs)

PARTICULARS		2017-2018	2016-2017
Revenue From operations		38,451.31	27,947.95
Other Income		59.00	99.16
Total Income		38,510.31	28,047.11
Total Expenditure other than Financial Cost & Depreciation		37,741.07	27,330.03
Profit before Depreciation, Finance Cost & Tax		769.24	717.08
Finance costs		472.95	466.31
Depreciation and amortization expenses		73.42	48.62
Profit/(loss) before exceptional items and tax		222.87	202.14
Exceptional Items (Income) / Expense		—	—
Profit/ (loss) before tax		222.87	202.14
a)	Current Tax	67.72	65.47
b)	Current Tax Expense relating to Prior Year''s	6.13	9.75
c)	Deferred Tax	16.30	3.13
Profit/(loss) for the period		132.72	123.71
Other Comprehensive Income (net of tax)		2.06	1.29
A.	(i) Items that will not be reclassified to profit or loss	—	—
	(ii) Income tax relating to items that will not be reclassified to profit or loss	—	—
B.	(i) Items that will be reclassified to profit or loss (ii) lncome tax relating to items that will be reclassified to profit or loss	2.06	1.29
Total Comprehensive Income for the period Comprising Profit (Loss) and Other comprehensive Income for the period )		130.66	122.50
Earning per equity share (of Rs 10/- each) Basic (in Rs.) Diluted (in Rs.)		0.63 0.63	0.59 0.59

RESULTS OF OPERATIONS AND STATE OF THE COMPANY''S AFFAIRS:

The Ministry of Corporate Affairs (MCA), vide its notification in its official gazette dated 16th February 2015, notified Indian Accounting Standards (Ind AS) applicable to certain class of Companies. Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies Accounts Rules, 2014. For your company, Ind AS is applicable from April 1, 2017 with a transition date of April 1, 2016 and IGAAP as its previous GAAP.

- Revenue from operations increased by 37.58% to Rs. 38451.31 Lacs in 2017-18.

- Total Income increased by 37.31% to Rs. 38510.31 Lacs in 2017-18.

- PBT increased by 10.26% to Rs.222.87 Lacs in 2017-2018.

- PAT increased by 7.21 % to Rs. 132.72 Lacs in 2017-2018.

During the current financial year 2017-18, no amount has been appropriated to General Reserve.

The detailed Operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report.

SHARE CAPITAL

During the year under review, there was no change in the share capital structure and the paid up capital of the Company as on 31st March, 2018 was Rs.208,537,500.

DIVIDEND

No dividend was recommended for the current financial year to enable the company to conserve the surplus generated for future business use. There was no unpaid/unclaimed Dividend declared and paid last year and hence the provisions of Section 125 of the Companies Act, 2013 do not apply.

DEPOSITS

During the year under review the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, and the rules made thereunder.

FINANCIAL ACCOUNTING

The Financial Statements have been prepared in compliance with Indian Accounting Standards Ind-AS issued by The Institute of Chartered Accountants of India (ICAI) effective from 01, April, 2016 and provisions of Section 133 of the Companies Act, 2013.

These financial statements for the year ended 31 March, 2018 are the Company''s first Ind AS financial statements. The impact of transition has been accounted for in the opening reserves and the comparative period figures have been reinstated accordingly. Further, as per Ministry of Corporate Affairs (MCA) notification, the financial statements have been prepared as per the format prescribed under the Schedule III to the Companies Act, 2013.

LISTING OF SHARES

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited, Mumbai. During the year the Company migrated from SME Board of BSE to Main Board of BSE, w.e.f 5th June, 2017.

PERFORMANCE EVALUATION

The Company has devised a policy for performance evaluation of the Board, Committees and other Individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-Executive Directors and Executive Directors. The evaluation process interalia considers attendance and participations of Directors in the meetings; commitment (including guidance provided to senior management outside of Board/ committee meetings); Effective deployment of qualification, knowledge and expertise; effective management of relationship with stakeholders; Integrity and maintaining of confidentiality; Independence of behaviour and judgement and impact and influence.

During the year under review, the Board carried out annual evaluation in accordance with the above said policy and expressed satisfaction on the evaluation process and the performance of all the Directors, the Committees and the Board as a whole.

POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Committee has formulated the Nomination and Remuneration Policy which broadly laid down the various principles of remuneration and covers the procedure for selection, appointment and compensation structure of Board members, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of the Company. The said Policy forms a part of this Report as. Annexure-A, and the same is also available on the website of the company at www. aanchallispat. com

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 as at 31st March, 2018 and of the profit of the company for the year end on that date;

(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, 2013, 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(f) your Company has had laid down Internal Financial Controls and that such Internal Financial Controls are adequate and were operating effectively.

ENERGY CONSERVATION, 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 furnished in Annexure-B as attached hereto and forming part of this report.

CORPORATE GOVERNANCE

Your Company has practised sound Corporate Governance and taken necessary actions at appropriate times for enhancing and meeting stakeholders'' expectations while continuing to comply with mandatory provisions of Corporate Governance. Your Company has complied with the requirements of all applicable regulations read with Schedule-V of SEBI Listing regulations as issued by SEBI and amended from time to time.

A report on Corporate Governance along with certificate from M/s Raj Chandra & Associates, Chartered Accountants, regarding compliance of conditions forms a part of this report and has been annexed as Annexure-C hereto.

CODE OF CONDUCT

The Code of Conduct of Directors, KMP''s and Senior executive of the Company is already in force and the same has been placed on the Company''s website www.aanchalispat.com and the declaration for the affirmation with the same forms a part of this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company do not have any Subsidiaries or Joint Venture or Associate during the year under review.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

As per the terms of Regulation 34(2) read with Schedule V of SEBI Listing Regulations, Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The particulars of employees as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (as amended) are given in separate annexure attached hereto as Annexure-D and forms a part of this report.

Further stating there were no such employees drawing remuneration in excess of the limits set out in Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) & 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS

Events Occurring after Balance Sheet Date/Board''s Report

Ms. Preetee Agarwal, Woman Independent Director (DIN: 07344364) resigned from Directorship of the Company w.e.f. closure of business hours on 30th day of May, 2018 due to personal reasons. The Board placed on record its sincere appreciation for the contribution of Ms Preetee Agarwal as Independent Director of the Company during her directorship and also for her significant contributions made to the management of affairs of the Company and her valuable advises made to the Board from time to time.

Director retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Manoj Goel (DIN: 00554986) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors on recommendation of Nomination & Remuneration Committee has recommended for the approval of appointment/ re-appointment of the aforesaid Directors at the ensuing Annual General Meeting.

The brief details of the Directors to be appointed/re-appointed as required under Regulation 36 of the SEBI Listing Regulation are given in the Notice convening the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

The Following director/officials of the Company have been designated as Key Managerial Personnels (KMP''s) of the Company by the Board of Directors in terms of provisions of Section 203 of the Companies Act, 2013 and the Regulations:

1. Mr. Mukesh Goel, Managing Director;

2. Mr. A.S Nageswar Rao, Chief Financial Officer;

3. Ms. Neha Sharma, Company Secretary & Compliance Officer.

During the Financial year 2017-2018, Ms. Priyanka Bhauwala, Company Secretary & Compliance Officer. resigned from her office w.e.f. close of business hours of 14th day of November, 2017.

Ms. Neha Sharma was appointed as the Company Secretary & Compliance Officer of the Company at the Board Meeting held on 14th of February, 2018.

DECLARATION FROM INDEPENDENT DIRECTORS

The terms & condition for appointment of Independent Directors are as per the provisions of Section 149 & Schedule IV of the Companies Act, 2013. The Company has received declarations from all Independent Directors confirming that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as Independent directors during the year.

AUDITORS & AUDITORS'' REPORT

Statutory Auditors

M/s Raj Chandra & Associates, Chartered Accountants (Firm Registration No. 326312E) were appointed as Statutory Auditors of the Company for a term of five years at the 21st Annual General Meeting held on 28th September, 2016. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

Their continuance of appointment or otherwise and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.

Cost Auditor

The Board had appointed M/s A.S & Associates, Cost Accountants (Firm Registration no. 000523) as the Cost Auditors of the Company for conducting the audit of cost records of products of the Company for the F.Y 2017-2018.

Secretarial Auditor

In terms of Section 204(1) of the Companies Act, 2013, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has engaged Ms. Manisha Saraf, Company Secretary in whole time practice (Membership No. FCS-7607, Certificate of Practice No.-8207) as the Secretarial Auditor of the Company for the Financial Year 2017-2018 to conduct the Secretarial Audit.

The Secretarial Audit Report for the financial year ended 31st March, 2018 has been annexed as Annexure- E and forms a part of this annual report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

CONTRACTS OR ARRANGEMENT WITH RELATED PARTY

All contracts /arrangement /transaction with related parties entered by the Company during financial year under review were on arm''s length basis and were in the ordinary course of business.

During the year, the Company had not entered contracts /arrangement /transaction with related parties which could be considered material as per the explanation provided under Regulation 23(1) of SEBI Listing Regulations.

The policy on dealing with Related Party Transactions as approved by the Board may be assessed on the Company''s Website at www.aanchalispat.com .

There were no materially significant related party transactions which could have potential conflict with the interest of the Company at large.

Members may refer to Note 30 to the standalone financial statements which set out related party disclosures pursuant to Ind AS.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 5 times during the year, detailed information about dates of meetings and attendance of Directors thereat is given in the Corporate Governance Report annexed to this report. The intervening gap between any two meetings was not more than one hundred twenty days as mandated under the provisions of Section 173 of the Companies Act, 2013and Regulation 17(2) of the SEBI Listing Regulations.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Sudhir Kumar Budhia, Mr. Mukesh Agarwal & Mr. Manoj Goel.

During the year, Ms. Preetee Agarwal (the erstwhile member of Committee) was inducted in the committee as a member at the Board meeting dated May, 29, 2017, and accordingly the Audit Committee had been reconstituted and later on ceased to be a member of the Committee due to her resignation with effect from May, 30, 2018.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the period under review, the Company has not made any loan, guarantee or investment in terms of provisions of Section 186 of the Companies Act, 2013.

SECRETARIAL STANDARDS

The directors state that applicable Secretarial Standards, i.e. SS-1 & SS-2, relating to ''Meeting of the Board of Directors'' and ''General Meeting'' respectively have been duly followed by the Company.

MATERIAL CHANGES AFFECTING THE COMPANY

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. There has been no change in the nature of business of the Company.

RISK MANAGEMENT POLICY

The risk management strategy of your Company is based on a clear understanding of various risks, and adherence to well-laid out risk policies and procedures that are benchmarked with industry best practices. The Company has developed robust systems and embraced adequate practices for identifying, measuring and mitigating various risks - business, strategic, operational, market, credit, liquidity, reputational and process risks - and ensuring that they are maintained within pre-defined risk appetite levels.

EXTRACT OF THE ANNUAL RETURN

In terms of provisions of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management & Administration) Rules, 2014, a copy of the Annual return as prescribed under Section 92 of the Companies Act, 2013 forms a part of this report and is annexed as Annexure-F and the same can also be assessed at the website of the Company at www. aanchalispat. com.

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 provisions of section 135 of the Companies Act, 2013 along with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable.

VIGIL MECHANSIM

The Company has established a robust vigil mechanism and whistle blower policy through the audit committee to mitigate the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company.

Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the ethics officer or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link www. aanchalispat. com.

INTERNAL FINANCIAL CONTROLS

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively 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, as required under the Companies Act, 2013.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional expert as well as testing of the internal financial control systems by the internal auditors during their course of their audit. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

CREDIT RATING

During the Financial year 2017-2018, Company has been reaffirmed at BWR BB (pronounced as BWR Double B Plus) for Long term Tenure and at BWR A4 (Pronounced as BWR A Four Plus) for short term tenure. The said reaffirmation in rating is based on the operational and financial performance of the Company.

INSURANCE

The Company has taken appropriate insurance for all assets against foreseeable perils.

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

The Company has constituted an Internal Compliant Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which is responsible for redressal of complaints relating to sexual harassment at work place. During the year no complaint was filed before the said Committee.

COURT/TRIBUNAL ORDERS

There were no instances of any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

ACKNOWLEDGEMENT

The Board of Directors thank the shareholders for their continued support and they would like to place on record their appreciation for the dedicated services rendered by the Employees at all levels.

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year.

We place on record our appreciation of the contribution made by the employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

For and on Behalf of the Board of Directors

Sd/-

(Mukesh Goel)

Date: 30th May, 2018 Managing Director

Place: Howrah (DIN:00555061)

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Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their 20th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 3st March, 2015

1. FINANCIAL RESULTS

the Company's financial performance for the year ended 31st march, 2015 is summarised below:

Financial Summary or performance of the company:

YEAR ENDED YEAR ENDED PARTICULARS 31.03.2015 31.03.2014

Net Sales/Income from Business Operations 19067,53,739.00 19037,71,810.29

Other Income 6,06,535.62 17,77,680.54

Total Income 19073,60,274.62 19055,49,490.83

Less Interest 370,04,580.29 386,02,306.71

Profit before Depreciation 12971401.97 16410545.94

Less Depreciation. 63,86,003.74 45,50,125.38

Profit after depreciation and Interest 65,85,398.23 118,60,420.56

Less Current Income Tax 32,85,655.02 41,87,930.00

Less Previous year adjustment of Income Tax , - -

Less Deferred Tax (5,58,340.21) (10,581.82)

Net Profit after Tax 38,58,083.42 76,33,072.38

Dividend (including Interim if any and final) - -

Net Profit after dividend and Tax 38,58,083.42 76,83,072.38

Amount transferred to General Reserve - -

Balance carried to Balance Sheet 38,58/183.42 76,83,072.38

Earnings per share (Basic) 0.19 1.79

Earnings per Share (Diluted) 0.19 1.79

2. DIVIDEND

No Dividend was declared for the current financial year due to conservation of Profits.

3. APPROPRIATIONS

During the financial year 2014-15, no amount has been appropriated to General Reserve.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

There was no unpaid/tmclaimed Dividend declared and paid last year and hence the provisions of Section,

125 of the Companies Act, 2013 do not apply for the year under review.

5. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 52 of the

BSE SME Listing Agreement, is presented in a separate section forming part of the Annual Report.

6. SHARES

A. INITIAL PUBLIC OFFER

The company has issued 80,04,000 equity shares of face value of Rs. 10 each ("equity shares") for cash at a price band of Rs. 20 per equity share which includes a share premium of Rs. 10 per equity share aggregating to Rs. 1,600.80 lacs in accordance with the provisions of Section 62(1)(c) and all other applicable provisions, if any, of the Companies Act, 2013 (the "Companies Act"), the provisions of the Securities and Exchange Board of Lidia (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time (the "ICDR Regulations"), the listing agreements entered into by the Company with SME platform of BSE Limited.

B. BONUS SHARES

The Company lias issued 85,66,500 shares of Rs 8,56,65,000/- as Bonus Shares to the existing shareholders of the Company in the proportion of 2 share for every 1 share held in accordance with the provisions of Section 63 of the Companies Act, 2013 read with Rule 14 of the Companies(Share Capital and Debentures), Rules 2014.

C. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during The year under review,

D .EMPLOYEES STOCK OPTION PLAN

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

E BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

7. DEPOSITS

The Company has neither accepted nor renewed any deposits during The year under review,

8. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors wish to present The details of Business operations done during the year under review:

A. Production and Profitability

Our company has achieved a PAT margin of 0.20% in the current year as against PAT margin of 0.40% in the previous year. There has been a decline in the profitability of the company due to the one-time expenses incurred by the company in The previous year related to Lutial Public Offer of its equity shares and secondly for the change in Depreciation method of calculation as per the Companies Act, 2013.

B. Sales

Our Company's sales stood at Rs. 1,90,67,53,739.00 as compared to Rs. 1,90,37,71,810.29 in The previous year, registering an increase in the top line of the company.

C. Marketing and Market environment.

Iron & Steel industry is the foundation industry of any economy, especially in developing countries whose material intensity is likely to increase significantly in the future, for infrastructure development and growth in manufacturing sector. India certainly is one such economy diat is poised to grow significantly over the next decade with its per capita consumption nearly at one-fourth of the global average. A competitive and efficient domestic steel industry is a pre-requisite for Lidia to succeed in its industrial vision for 'Make in Lidia'. Lwestments in the steel sector are highly capital intensive and long term in nature, whose economic viability is dependent on the fundamental growth assumptions of the domestic economy, The Government of Lidia aims to triple the steel capacity to 300 million tonnes by 2025. In order to ensure that such capacity is viable to set up and value creating for the stakeholders, it is important to ensure that the ease of doing business is enhanced and the Indian steel industry is not unfairly harmed by low priced subsidised imports from overseas. However, in the month of August 2015, the import duty on Steel (Long Products) is increased by 2.5%.

D. Future Prospects including constraints affecting due to Government policies.

The future of the Indian iron and steel sector looks promising as there is enormous scope for increasing consumption of iron. & steel in almost all sectors in India. There is an untapped potential of increasing steel consumption in Indian even, to reach the comparable developing and lately developed economies like China and other Europe, a quantum jump in steel consumption will be required. India has rich mineral resources. It has abundance of iron ore, coal and many other raw materials required for iron and steel making.

Unexplored Rural Market - The Indian rural sector remains fairly unexposed to their multi-faceted use of steel. Enhancing applications in rural areas assumes a much greater significance now for increasing per capital consumption of steel. The usage of steel in cost effective manner is possible in the area of housing, fencing, structures and other possible applications where steel can substitute other materials which not only could bring about advantages to users but is also desirable for conservation of forest resources.

Export Market Penetration - It is estimated that world steel consumption will double in next 25 years, Quality improvement of Indian steel combined with its low cost advantages will definitely help in substantial gain in export.

9. MATERIAL CHANGES AND COMMITMENT IF ANY .AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate oil the date of this report,

10. INTERNAL FINANCIAL CONTROLS

Aanchal Ispat Limited has an adequate system of internal control, commensurate with the size and nature of its business to ensure that the resources of the Company are used efficiently and effectively, all assets are safeguarded and protected against loss from unauthorised use or disposition whatsoever and the transactions are authorised, recorded and reported correctly, financial and other data are reliable for preparing financial information and other data and for maintaining accountability of assets. The internal control is supplemented by extensive programme of internal audits, review by management, documented policies, guidelines and procedures. The Audit Committee of the "Board continuously review's the significant observations, if any, of the internal and Statutory Auditors on financials,

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

12. ENERGY CONSERVATION, 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 furnished in Annexure I and is attached to this report.

13. DIRECTORS

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Manoj Goel, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

During the year under review, the members approved the appointments of Mr. Sudhir Kumar Budhia (DEM: 02869779) and Mr. Mukesh Agarwal (DEM: 06954595) as Independent Directors on 30th day of July, 2014 and lst day of September, 2014 respectively who are not liable to retire by rotation. The members have also re-appointed Mr. Mukesh Goel as the Managing Director on 12th day of August, 2014 for a term of 5 years and Mr. Manoj Goel was redesignated as the non-executive director w.e.f 3ld day of September, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 52 of BSE SME Listed Companies.

14. MEETINGS OP BOARD OF DIRECTORS

During the financial year ended 31st March, 2015, Ten Board Meetings were held, details of which are given, in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Ac t, 2013,

15. AUDIT COMMITTEE

During the period under review, the Board of Directors of your Company constituted a Audit Committee in accordance with The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013.

The Audit Committee consists of the following member's:

Name of the members Category Position Held

Mr. Sudhir Kumar Non -Executive Chairman of the Audit Budhia Independent Director Committee

Mr. Mukesh Agarwal Non -Executive Member Independent Director

Mr. Manoj Goel Non- Executive Director Member

The above composition of the Audit Committee consists of independent Directors viz., Mr Sudhir Kumar Budhia and Mr Mukesh Agarwal, who form the majority. All the recommendations made by the Audit Committee were accepted by the Board.

16. VIGIL MECHANSIM

The Company has established a vigil mechanism policy through the audit committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns, The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: http:// aanchalispat.com/policies.html.

17. NOMINATION AND REMUNERATION COMMITTEE

During the year under review, the Board of Directors of your Company constituted a Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 52 of the BSE SME Listing Agreement. The composition of the committee is as under:

Name of the members Category Position Held

Mr. Mukesh Agarwal Non -Executive Chairman Independent Director

Mr. Sudhir Kumar Non -Executive Member Budhia Independent Director

Mr. Manoj Goel Non- Executive Director Member

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OE THEIR DUTIES

e Committee has formulated the Nomination and Remuneration Policy which broadly laid down the various principles of remuneration and covers the procedure for selection, appointment and compensation structure of Board members, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company. The said Policy is available on your Company s website at the link http://aanchalispat. cam/policies.html

I8. PERFORMANCE EVALUATION

the Nomination and Remuneration Committee (NRC) of your Company has formulated and laid down criteria for Performance Evaluation of the Board (including Committees) and every Director (including Independent Directors) pursuant to provisions of Section 134, Section 149 read with Code of Independent Directors (Schedule IV) and Section 178 of the Companies Act, 2013 and the Clause 52 of the SME Listing Agreement covering inter-alia the following parameters namely;

i) Board Evaluation

ii) Board Committee Evaluation

iii) Individual Director Evaluation

Based on these criteria, the performance of the Board, various Board Committees via. Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee, and Individual Directors (including Independent Directors) was evaluated to be satisfactory.

During the year under review, the Independent Directors of your Company reviewed the performance of Non- Independent Directors and Chairperson of your Company, taking into account the views of Executive Directors and Non-Executive Directors.

19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Li terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, tiiere were no such employees drawing remuneration in excess of the limits set out in the said rules,

in terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting, If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary7 in this regard.

the Nomination and Remuneration Committee has affirmed that the remuneration is as per remuneration policy of the Company.

20. KEY MANAGERIAL PERSONNEL (KMPs)

Pursuant to the resolution of the Board of Directors passed at its meeting held on Sep 01, 2014 and Sep 06, 2014 the following executives of the Company are whole-time Key Managerial Persons (KMPs) as on March 31, 2015 in accordance with the provisions of Section 203 of the Companies Act, 2013.

Name Designation Effective Date

Ms. Babita Kaur Baesa Company Secretary 06.09.2014

Mr. Ritesh Shaw Chief Financial Officer

21. RISK MANAGEMENT POLICY

the process of Risk Management in the Company identifies inherent risks in its operations and records residual risk after taking specific risk mitigation steps, The Company has identified and categorized risks in the area of Operations, Finance and Marketing, Regulatory Compliances and Corporate matters. Wherever possible and necessary, appropriate insurance cover is taken for financial risk mitigation.

On the Financial front, the Company has not borrowed any amount in foreign currency however the foreign exchange fluctuation may affec t the prices of raw material and other- allied inputs, but at present the Company is not importing its Raw Material or other allied inputs. Such Raw Materials and other allied inputs are abundantly available in tire domestic market. Credit Policy of the Company is primarily based cut the customer profile. The Management does not perceive any major technological, environmental and/or financial risks for the Company in the near future.

22. POLICY ON SEXUAL HARRASEMENT

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. Your Company in its endeavour to provide a safe and healthy work environment for all its employees has developed a policy to ensure zero tolerance towards verbal, physical, psychological conduct of a sexual nature by any employee or stakeholder that directly or indirectly harasses, disrupts or interferes with another's work performance or creates an intimidating, offensive or hostile environment such that each employee can realise his / her maximum potential. Your Company has put in place a 'Policy on Prevention of Sexual Harassment' as per- The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, The company maintains ait open door for reportees; encourages employees to report any harassment concerns and is responsive to employee complaints about harassment or other unwelcome and offensive conduct. Our board lias been empowered to enquire into complaints and to recommend appropriate action, wherever required.

23. 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 provisions of section 135 of the Companies Act, 2013 along with Companies (Corporate Social Responsibility Policy} Rules, 2014 are not applicable.

24. 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 there are no disclosures,

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions of your Company are entered on arm's length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement. There are no materially significant transactions made by the Company with Promoters, Directors or Key Managerial Personnel (KMPs) which have potential conflict with the interest of your- Company at large . Members may refer to the notes to the financial statements for details of related party transactions. Since all related party transactions entered into by your Company were in the ordinary course of business and were an an arm's length basis, Form AOC-2 is not applicable to your Company.

26. 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 Aimexuie II and is attached to this Report,

27. STATUTORY AUDITORS

M/s R.Modi & Co, Chartered Accountants were appointed as Statutory Auditors for a period of 1 year in the Annual General Meeting held on 25/09/2014.

AUDIT QUALIFICATIONS

There were no qualifications, reservations or adverse remarks made by the Auditors for the year under review.

28. SECRETARIAL AUDIT REPORT

Your Company appointed Ms. Manisha Saraf, member of The Institute of Company Secretaries of India (Membership No. FCS 7607 Certificate of Practice No. 8207 as the Secretarial Auditor of your Company for FY 2014-15 to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

There were no qualifications, reservations or adverse remarks made by the Practicing Company Secretary in. Secretarial Audit Report MR 3 except as mentioned below:

The Company has not appointed Woman Director as required under section 149 (1) of the Companies Act, 2013 read with rules 3 of Companies (Appointment and Qualification) Rules, 2014 and clause 49(ii)(A)(l) of the Listing Agreement.

The Secretarial Audit Report for the Financial Year 2014-15 forms a part of the Annual Report.

29. CORPORATE GOVERNANCE

A separate section on Corporate Governance and a Certificate from the Auditors of your Company regarding compliance with the requirements of Corporate Governance as stipulated under Clause 52 of the SME Equity Listing Agreement with the Stock Exchanges (revised effective October 01, 2014 vide SEBI Circular nos, IR/ CFD/POLICY/ CELL/2/2014 dated April 17, 2014 and OR/CFD/POLICY/CELL/7/2014 dated September 15, 2014), forms part of the Annual Report.

30. 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 he 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.

31. ACKNOWLEDGEMENT

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:

Managing Director Mttkesh Goel Place:: Kolkata DIN: 00555061 Date:30/05/2015