Directors Report of Eastcoast Steel Ltd.

Mar 31, 2024

Your Directors are pleased to present the Fortieth Annual Report of Eastcoast Steel Limited
(hereinafter referred to as “the Company”) along with the Standalone Audited Financial
Statements for the Financial Year ended March 31, 2024 (hereinafter referred to as “year
under review” or “year” or “FY 2023-24”).

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory
modification(s) or re-enactment(s) thereof, for time being in force) (hereinafter referred to as
“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”), this
Report covers the financial performance and other developments in respect of the Company
during the financial year ended March 31,2024 and upto the date of the Board Meeting held
on May 30, 2024 to approve this Report.

1. financial performance

The financial performance of the Company for the Financial Year ended March 31,
2024 is summarised below:

(Rs. in Lakhs)

Particulars	2023-24	2022-23
Revenue from operations	1975.81	496.01
Gain on sale of property, plant and equipment	Nil	Nil
Other Income	172.18	152.55
Total Income	2147.99	648.56
Profit/(Loss) Before Exceptional items, Depreciation & Tax (PBDT)	(2.27)	100.55
Less: Depreciation	0.41	0.66
Less: Exceptional items	Nil	Nil
Profit/(Loss) for the year before taxation	(2.68)	99.89
Less: Current tax	-	17.80
Previous year tax	0.83	(0.04)
Deferred Tax	(0.57)	3.26
Profit/(Loss) for the year after tax	(2.94)	78.87
Other Comprehensive Income / (Loss)	(1.30)	0.26
Total Comprehensive Income / (Loss) for the year	(425)	79.13

2. REVIEW OF OPERATIONS

As reported earlier, the Company had resumed trading in iron & steel products, including
engineering products, in the international market.

During the Financial Year under review, the Company’s Total Revenue stood at Rs.
2147.99 Lakhs as compared to Rs.648.56 Lakhs for the previous Financial Year. The
Profit before tax stood at (Rs.2.68) Lakhs during the Financial Year under review as
against Rs 99.89 Lakhs for the previous Financial Year. The Net Loss after Tax for the
year was Rs. 2.94 Lakhs as against the Profit after tax Rs. 78.87 Lakhs reported in the
previous Financial Year.

The board is confident of pursuing these operations more effectively during the current
year and the years to follow.

3. DIVIDEND AND RESERVES

Considering the losses incurred by the Company in the past and with a view to
conserve the earnings, your Directors have not recommended any dividend to the
equity shareholders for the Financial Year ended March 31, 2024.

Your Company has not transferred any amount to the reserves.

4. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company except remodeling
of the nature of business from manufacturing to trading in iron & steel products, including
engineering products, in the international market. Although the foreign trade has been
confided to steel & engineering products, the company might explore and expand these
activities further as and when opportunities arise in the future within the scope of its
objects as per the latest Memorandum of Association of the Company.

5. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the Financial Year under review, the Company did not have any Subsidiary,
Joint Venture or Associate Companies.

6. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company
have occurred in the Company since the end of Financial Year ended March 31, 2024
till the date of this report.

7. SHARE CAPITAL

The paid up Equity Share Capital of the Company was Rs. 539.65 Lakhs
(Rs.5,39,64,680/-) divided into divided into 53.96 Lakhs (53,96,468) shares of Rs. 10/-
each as on March 31,2024.

The Company’s Equity Share Capital is listed on the BSE Limited (“BSE”) and are
infrequently traded shares. The shares of the Company have not been suspended from
trading. The annual listing fee had been paid to the stock exchange before due date.

During the year under review, the Company has not issued any shares or other
convertible securities, bonus shares or made a rights issue of shares or shares with
differential voting rights or granted any stock options or any sweat equity shares.
Further, the Company did not buy back any of its shares.

8. DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section
73 and 74 of the Act and Rules framed thereunder (including any amendments thereof)
during the Financial Year ended March 31,2024 and, as such, no amount on account of
principal or interest on deposit from public was outstanding as on the date of this report.

9. HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Since the Company has not been engaged in any manufacturing activity after the
closure of the plant since 1995, health, safety and environment protection measures
are not applicable to the Company for the time being.

10. presentation of financial statements

The financial statements of the Company for the Financial Year, on a standalone basis
has been prepared in compliance with the Act, applicable Accounting Standards and
SEBI Listing Regulations and are disclosed in accordance with Schedule III of the Act.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (“KMP”)

a) Retirement by rotation

In terms of the provisions of Section 152(6) of the Act, Shri. Prithviraj S. Parikh,
Director (DIN: 00106727), retires by rotation at the forthcoming Annual General
Meeting (“AGM”) and being eligible offers himself for re-appointment. The Board
recommends his re- appointment for your approval.

A resolution seeking shareholders’ approval for his re-appointment forms part of
the Notice of the AGM.

b) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act read with the applicable rules
made thereunder, the following employees are appointed as the Whole-Time Key
Managerial Personnel of the Company:

1. Shri. Babush Kamath- Chief Executive Officer and Chief Financial Officer

2. Shri. P. K. R. K. Menon - Company Secretary and Compliance Officer

There was no change in the composition of the Board of Directors and Key
Managerial Personnel during the year under review, except as stated above.

The Company has devised the following Policies viz:

a) Policy for selection of Directors and determining Directors’ independence;
and

b) Remuneration Policy for Directors, Key Managerial Personnel and other
employees.

The Policy for selection of Directors and determining Directors’ independence sets
out the guiding principles for the Nomination and Remuneration Committee for
identifying persons who are qualified to become Directors and to determine the
independence of Directors, in case of their appointment as Independent Directors
of the Company. The Policy also provides for the factors in evaluating the suitability
of individual Board members with diverse background and experience that are
relevant for the Company’s operations.

The Remuneration Policy for Directors, Key Managerial Personnel and other
Employees sets out the guiding principles for the Nomination and Remuneration
Committee for recommending to the Board, the remuneration of the Directors, Key
Managerial Personnel and other Employees of the Company.

The aforesaid Policies are available on the Company’s website at http://
eastcoaststeel.com/.

12. declaration by independent directors

All Independent Directors have furnished the declarations that they meet the criteria
of independence as laid down under Section 149(6) of the Act and Regulation 25(8)
of SEBI Listing Regulations, and abide by the Code for Independent Directors as
prescribed under Schedule IV of the Act. Further, they have confirmed that there has
been no change in the circumstances or situation, which exist or may be reasonably
anticipated, that could impair or impact the ability of Independent Directors to discharge
their duties with an objective independent judgment and without any external influence.

13. BOARD MEETINGS AND AGM

The Board meets at regular intervals as and when required to discuss the business
polices and strategies apart from other routine business matters.

During the Financial Year ended March 31,2024, the Board met 6 (Six) times i.e. on
April 03, 2023, May 30, 2023, August 14, 2023, November 09, 2023, December 08,
2023 and February 14, 2024.

Apart from as aforesaid, the gap between two meetings did not exceed one hundred
and twenty days and the necessary quorum was present for all the meetings held
during the year.

The attendance of the Directors at the Board Meetings and the AGM held during the
Financial Year ended March 31,2024 is as under:

Name of the Directors	Category	Number of Board Meetings		Last AGM attended
		Entitled to attend	Attended
Shri Prithviraj S. Parikh	Chairman & Non¬ Executive Director	6	6	Yes
Shri P. K. R. K. Menon	Non-Executive Director	6	6	Yes
Smt. Sharmila S. Chitale	Independent, Non¬ Executive Director	6	5	Yes

During the year under review, the Independent Directors met without the presence of

non-independent Directors on February 14, 2024 in order to evaluate:

i. The performance of Non-Independent Directors and Board, as a whole.

ii. The performance of Chairman of the Company taking into account the views of all
the Directors on Board.

iii. The quality, quantity and timeliness of flow of information between the management
and the Board that is necessary for the Board to effectively and reasonably perform
their duties.

All the Independent Directors attended the meeting.

14. committees of the board

Pursuant to Regulation 15(2) of the SEBI Listing Regulations, provisions of Corporate
Governance including Composition of Board are not applicable to the Company.

The composition of the Board of Directors is in conformity with the requirements of the
Act read with the Rules framed thereunder.

a) AUDIT COMMITTEE

Constitution of the Audit Committee

A qualified and independent Audit Committee has been set up by the Board in
compliance with the requirements of Section 177 of the Act read with rules framed
thereunder.

The composition, quorum, powers, role and scope are in accordance with Section
177 of the Act. All the members of the Audit Committee are financially literate and
have experience in financial management.

The Board has accepted all the recommendations of the Audit Committee during
the Financial Year ended March 31, 2024.

Meeting and Attendance

The Committee met 4 (Four) times during the Financial Year ended March 31,
2024, i.e. on May 30, 2023, August 14, 2023, November 09, 2023 and February
14, 2024. The necessary quorum was present for all the meetings held during the
year.

The composition of the Audit Committee and the details of meetings attended by
members of the committee are given below:

Name of the Members	Category	Number of committee meetings
		Entitled to attend	Attended
Shri P. K. R. K. Menon Member, Chairman	Non-Executive Director	4	4
Shri Prithviraj S. Parikh Member	Non-Executive Director	4	4
Smt. Sharmila S. Chitale Member	Independent, Non-Executive Director	4	4

The previous AGM of the Company was held on September 29, 2023 and Shri
P. K. R. K. Menon, Chairman of the Committee, was present at the last AGM to
answer the shareholders’ queries.

b) nomination and remuneration committee

Constitution of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted in
compliance with Section 178 of the Act read with rules framed thereunder.

The composition, quorum, powers, role and scope are in accordance with Section
178 of the Act.

The Committee met 1 (One) time during the Financial Year ended March 31,2024.
i.e on February 14, 2024. The necessary quorum was present for the meeting held
during the year.

The composition of the Nomination and Remuneration Committee and the details
of meetings attended by members of the Committee are given below:

Name of the Members	Category	Number of committee meetings
		Entitled to attend	Attended
Shri P. K. R. K. Menon Chairman	Non-Executive Director	1	1
Shri Prithviraj S. Parikh Member	Non-Executive Director	1	1
Smt. Sharmila S. Chitale Member	Independent, Non-Executive Director	1	1

The previous AGM of the Company was held on September 29, 2023 and Shri
P. K. R. K. Menon, Chairman of the Committee, was present at the last AGM to
answer the shareholders’ queries.

c) STAKEHOLDERS RELATIONSHIP COMMITTEE

Constitution of the Stakeholders Relationship Committee

The Board has constituted the Stakeholders Relationship Committee comprising
of three members. The composition of the Stakeholders Relationship Committee is
in compliance with the provisions of Section 178 of the Act read with rules framed
thereunder.

The Committee met 4 (Four) times during the Financial Year ended March 31,
2024 i.e., i.e. on May 30, 2023, August 14, 2023, November 09, 2023 and February
14, 2024. The necessary quorum was present for the meeting held during the year.

The composition of the Committee and the attendance of the members of the
Stakeholders Relationship Committee during the Financial Year ended March 31,
2024 are as given below:

Name of the Members	Category	Number of committee meetings
		Entitled to attend	Attended
Smt. Sharmila S. Chitale Chairman	Independent, Non-Executive Director	4	4
Shri Prithviraj S. Parikh Member	Non-Executive Director	4	4
Shri P. K. R. K. Menon Member	Non-Executive Director	4	4

The Company obtains yearly certificate from a Company Secretary in Practice
confirming the issue of certificates for transfer, sub-division, consolidation etc.
and submits a copy thereof to the Stock Exchange where the shares of the
Company are Listed in terms of Regulation 40(9) of the SEBI Listing Regulations.
Further, the Compliance Certificate under Regulation 7(3) of the SEBI Listing
Regulations, confirming that all activities in relation to share transfer facility are
maintained by Registrar and Share Transfer Agents is also submitted to the
Stock Exchange where the shares of the Company are Listed on a yearly basis.
The previous AGM of the Company was held on September 29, 2023 and Smt.
Sharmila S. Chitale, Chairman of the Committee, was present at the last AGM to
answer the shareholders queries.

15. CORPORATE GOVERNANCE

Pursuant to Chapter IV of the SEBI Listing Regulations, the provision with regard to
Corporate Governance is not applicable to the Company as the paid up equity share
capital of the Company does not exceed Rs.10 crores and net worth does not exceed
Rs. 25 crores as on the last day of the previous Financial Year.

16. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL

directors

The Board of Directors has carried out an annual evaluation of its own performance,
Board Committees and individual directors pursuant to the provisions of the Act and the
SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the directors on the
basis of criteria such as the Board composition and structure, effectiveness of board
processes, information and functioning etc. Additionally, the Chairman of the Board was
also evaluated on key aspects of his role, taking into account the views of executive
directors and non-executive directors in the aforesaid meeting.

The performance of the Committees was evaluated by the Board after seeking
inputs from the committee members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings etc. The above criteria are as
provided by the Guidance Note on Board Evaluation issued by SEBI.

In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Board as a whole and the Chairman of the Company was evaluated,
taking into account the views of executive directors and non-executive directors.
Performance evaluation of Independent Directors was done by the entire board,
excluding the Independent Director being evaluated.

17. TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

Every Independent Director, Executive Director / Senior Managerial Personnel is
familiarized about the Company’s strategy, operations, organisation structure, human
resources, quality, finance and risk management.

Further, at the time of appointment of an Independent Director, the Company issues a
formal letter of appointment outlining his/her role, functions, duties and responsibilities
as a Director. The terms and conditions of letter of appointment is available on the
Company’s website at http://eastcoaststeel.com/.

18. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF A DIRECTOR

The company has adopted a policy on Director’s appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of
Director and also remuneration for key managerial personnel and other employees.
The policy is available on the website of the Company at http://eastcoaststeel.com/.

19. management discussion and analysis report

The Management Discussion and Analysis Report, capturing your Company’s
performance, industry trends and other material changes with respect to your
Company’s and its subsidiaries, wherever applicable and future outlook as stipulated
under the SEBI Listing Regulations is forming an integral part of the Annual Report.

20. details of loans availed from directors or their relatives

The Company has not availed any loans from its Directors or from their relatives during
the period under review.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no Loan, guarantee given or investment made or security provided pursuant
to Section 186 of the Act during the Financial Year under review.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED

parties

All the related party transactions entered into by the Company during the Financial Year
were on an arm’s length basis and were carried out in the ordinary course of business.
There are no materially significant related party transactions made by the Company
during the year under consideration with the Promoters, Directors or Key Managerial
Personnel which may have a potential conflict with the interest of the Company at
large. All the related party transactions as required under Ind-AS 24 ‘Related Party
Disclosures’ are reported in other explanatory information, forming part of the financial
statements.

Details of related party transactions are regularly placed before the Audit Committee
and also before the Board for its approval. Wherever required prior approval of the Audit
Committee is obtained.

The Company has not entered into any related party transaction during the Financial
Year pursuant to the provisions of Section 188 of the Act read with Companies (Meetings
of Board and its Powers) Rules, 2014, as amended from time to time. Hence, disclosure
in Form AOC-2 has not been given.

23. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:

a) The Board affirms that the remuneration paid is as per the Remuneration Policy of
the Company.

b) The percentage increase in the median remuneration of employees in the Financial
Year is - Nil.

c) Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last Financial Year and its comparison with the
percentile increase in the managerial remuneration and justification thereof and
point out if there are any exceptional circumstances for increase in managerial
remuneration: Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last Financial Year is Nil
and the percentile increase in the managerial remuneration is Nil.

d) Number of permanent employees on the rolls of the Company as on March 31,
2024 is 5.

e) The ratio of the remuneration paid to each Director to the median remuneration of
the employees of the Company during the Financial Year ended March 31,2024:

Name of Director	Remuneration	Median Remuneration of the employees	Ratio
Shri Prithviraj S. Parikh	-	-	-
Shri P. K. R. K. Menon	-	-	-
Smt Sharmila S. Chitale			-

f) The percentage increase in remuneration of Director: Nil

g) The percentage increase in remuneration of Chief Financial Officer and Chief
Executive OfficeM3.95%

h) The percentage increase in remuneration of Company Secretary: Nil

i) There has been no remuneration or sitting fees paid to the Directors during the
year under review.

The Company does not have any employee who is drawing a remuneration of
Rs.102 Lakhs per annum or Rs.8.50 Lakhs per month as stipulated in the Act
and the rules made thereunder. Hence, disclosures required under Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 have not been provided, during the year under review.

The Company does not have any scheme or provision of money for the purchase
of or subscription to its own shares by the employees/ directors or by trustees for
the benefit of the employees/ directors.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Act read with the rules framed thereunder, the
Company has formulated a Whistle Blower Policy for Directors and Employees to report
to the management about the unethical behavior, fraud or violation of Company’s Code
of Conduct. The mechanism provides for adequate safeguards against victimisation
of Employees and Directors who use such mechanism and makes provision for direct
access to the Chairman of the Audit Committee and no personnel of the Company have
been denied access to the Audit Committee. The policy is available on the website of
the Company at http://eastcoaststeel.com/

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

The Company is committed to provide an environment, which is free of discrimination,
intimidation and abuse. Pursuant to Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder, the
Company has a Policy for prevention of Sexual Harassment in the Company. All
employees (permanent, contractual, temporary and trainees) are covered under this
policy. Internal Complaints Committee has also been set up to redress the complaints
received regarding sexual harassment. There were no cases reported during the
Financial Year ended March 31,2024.

26. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/
COURTS/ TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators/ Courts/ Tribunal
which would impact the going concern status of the Company and its future operations.
Hence, disclosure pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014 is
not applicable.

Other Material Orders

M.B. Gupta HUF through Karta Mahesh Chand Gupta and others have filed C.P. No:
347/2020 and I.A. No: 701/2020 before the National Company Law Tribunal, Chennai,
against the Company and others, as and by way of re-litigation of grievances which
were already dealt with in the previous round of litigation in C.P. No. 56 of 2013 filed by
Mr. Suresh Kumar Jalan and others before the erstwhile Company Law Board, Chennai,
which were dismissed by the said judicial authority on 11 May 2015 and such dismissal
having also been confirmed in Company Appeal No: 20 of 2015 by the Hon’ble High
Court, Madras on 26 August 2019.

The Company and others have filed C.P. No: 248 of 2020 and I.A. No. 1177 of 2020
before the National Company Law Tribunal, Chennai, challenging the maintainability of
the aforesaid petition filed by the Petitioners viz. M.B. Gupta HUF and others, which are
pending for hearing before the Hon’ble Tribunal and these are scheduled to be heard
as adjourned to 05th July 2024.

In the meanwhile, M/s Suresh Kumar Jalan and others have filed a new petition against
the company and others before the National Company Law Tribunal, Chennai reiterating
the allegations of the petition filed by M/s M.B. Gupta and others vide reference C.P. 38
of 2023 which also stands adjourned to 05th July 2024.

Mr. Sureshkumar Jalan has filed a criminal complaint too, in respect of corporate
disputes before the CB CID Police Puducherry against the company and its directors
and the Company is taking steps to defend the same in accordance with the law.

27. RISK MANAGEMENT POLICY

The Company in order to comply with the provisions of the Act and to provide an
effective mechanism for implementing risk management system had adopted the policy
on risk management for evaluating and monitoring various risks that could threaten the
existence of the Company. The Company had not faced any major risks and no major
deviations from the actuals as attained by the Company. The Audit Committee has

reviewed the policy periodically. The Board takes overall responsibility for the overall
process of risk management in the organisation.

The Board shall take note of any future threats and shall report to the Company for
formulating an effective mechanism and strategy.The risk management policy is
available on the website of the Company at http://eastcoaststeel.com/

28. SECRETARIAL AUDITORS
Appointment

Pursuant to the provisions of Section 204 of the Act and Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, M/s. Balraj Vanwari &
Associates, Practicing Company Secretaries, (CP: 11708; A.C.S. 2762), have been
appointed as the Secretarial Auditors to conduct the Secretarial Audit of the Company
for the Financial Year ended March 31, 2024.

Secretarial Audit Report

The Report of the Secretarial Audit in Form MR-3 for the Financial Year ended March
31, 2024, is annexed herewith as “Annexure- A” and forms part of this report.

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

29. STATUTORY AUDITORS
Appointment

M/s. Paresh Rakesh & Associates LLP (earlier known as M/s. Paresh Rakesh &
Associates), Chartered Accountants (FRN: 119728W/W100743) were appointed as
Statutory Auditors of the Company, for a term of 5 (five) consecutive years i.e. upto the
conclusion of 42nd AGM to be held in the year 2025, at the AGM held on September
30, 2020.

The Company has received written consent and certificate of eligibility pursuant to the
provisions of Sections 139, 141 and other applicable provisions of the Act and rules
framed thereunder (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force) from M/s. Paresh Rakesh & Associates LLP, Chartered
Accountants.

Statutory Auditor’s Report

The Auditors’ Report as issued by M/s. Paresh Rakesh & Associates LLP, Chartered
Accountants for the Financial Year ended March 31,2024, on the financial statements
of the Company is a part of this Annual Report. There are no qualifications, reservations
or adverse remarks or disclaimers made by the Statutory Auditors, in their report for the
Financial Year ended March 31,2024.

Disclosure under Section 143(12) of Act

The Statutory Auditors of the Company have not reported any fraud or irregularities,
as specified under the Second provision of Section 143(12) of the Act (including any
Statutory modification(s) or re-enactment(s) for the time being in force), read with Rule
13 of the Companies (Audit and Auditors) Rules, 2014, during the Financial Year under
review.

30. extract of the annual return

Pursuant to Section 134(3)(a) read with Section 92(3) of the Act, Annual Return of the
Company is available on the website and can be accessed at http://eastcoaststeel.
com/

31. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India, i.e., SS-1 and SS-2, relating to “Meetings of
the Board of Directors” and “General Meetings”, respectively.

32. COST AUDIT

The Company is not required to maintain cost record as prescribed by the Central
Government under the provisions of Section 148 of the Act in view of the closure of the
plant in 1995 and cessation of manufacturing activities. No manufacturing activities or
related services have been undertaken by the Company since then.

33. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place a robust internal financial control system, commensurate
with the size of its operations and nature of its business activities. The Company has
a standard operating procedure for various activities and operations and follows this
standard operating procedure for its internal control procedures. The Internal Auditor
monitors and evaluates the efficacy and adequacy of internal financial control system
in the Company, its compliance with operating systems, accounting procedures,
application of the instructions and policies fixed by the senior management at all
locations of the Company. The Audit Committee reviews the report on Internal Control
submitted by the Internal Auditors on a quarterly basis.

Based on the assessment carried out by the Audit Committee, the internal financial
controls were adequate and effective and no reportable material weakness or significant
deficiencies in the design or operation of internal financial controls were observed
during the Financial Year ended March 31, 2024.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE
PERIOD UNDER REVIEW ALONGWITH THEIR STATUS AS AT THE END OF THE

period

No applications were made or any proceedings are pending by or against the Company
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the period under
review or as at the end of the period.

35. DISCLOSURE REGARDING EXERCISE OF VOTING RIGHTS BY EMPLOYEES
UNDER SECTION 67(3)(c) OF ACT

Disclosure under Section 67(3)(c) of the Act read with Rule 16(4) of Companies (Share
Capital and Debentures) Rules, 2014, with respect to voting rights not exercised directly
by the employees of the Company is not required to be given.

36. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, based on the representations
received from the Operating Management and after due enquiry, hereby confirm that:

a) In the preparation of annual accounts for the Financial Year ended March 31,
2024, the applicable accounting standards had been followed along with proper
explanation relating to material departures;

b) They had in consultation with Statutory Auditors, selected 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 March 31,2024 and Loss of the Company for the year ended on that date;

c) They 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;

d) They have prepared the annual accounts for the Financial Year ended March 31,
2024 on a “going concern” basis;

e) They have laid down internal financial controls, which are adequate and operating
effectively;

f) They have devised proper system to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.

37. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Provisions of Section 135 of the Act and the Companies (Corporate Social Responsibility
Policy) Rules, 2014, as amended from time to time, are not applicable to your Company
as the Company does not fall under any of the criteria specified therein.

38. CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading
by designated persons and their immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015. This Code of Conduct also includes code for practices and procedures for fair
disclosure of unpublished price sensitive information which has been made available on
the Company’s website and can be accessed at http://eastcoaststeel.com/

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

(A) Conservation of Energy

(i) The steps taken or impact on conservation of energy:

The Company makes conscious efforts to reduce its energy consumption.
Some of the measures undertaken by the Company during the year, were
use of LED Lights at office premises instead of conventional lighting, usage

of energy efficient air-conditioning and energy efficient office equipments
such as printer, scanner and photocopy machines. The Company has been
reducing dependence on paper communications and encourages use of
electronic means of communication which serves towards environmental
protection and sustainable growth.

(ii) Steps taken by the Company for utilizing alternate source of energy:

Apart from steps mentioned above to conserve energy, the management has
been continuously exploring feasible alternate sources of energy.

(iii) The capital investment on energy conservation equipment:

There is no capital investment on energy conservation equipment during the
year under review.

(B) Technology Absorption

(i) The efforts made towards technology absorption:

The Company evaluates technology developments on a continuous basis and
keeps the organisation updated.

(ii) The benefits derived:

The Company has benefited from technology development. It has helped to
understand in better way the requirement for the business.

(iii) The Company has not imported any technology from the beginning of
the Financial Year.

(iv) The Company has not incurred any expenditure on Research and
Development during the year under review.

(C) Foreign Exchange Earnings and Outgo

(Rs. Lakhs)

	2023-24	2022-23
Foreign Exchange Earnings	16.02	10.59
Foreign Exchange Outgo	NIL	NIL

40. cautionary statement

Statements in these reports describing company’s projections statements, expectations
and hopes are forward looking. Though, these expectations are based on reasonable
assumptions, the actual results might differ. Several factors could make a significant
difference to the Company’s operations. These include economic conditions,
government regulations, taxation, natural calamity and currency rate changes, among
others over which the Company does not have any direct control.

41. acknowledgement

Your Directors place on record their sincere appreciation for the assistance and
guidance extended by Stock Exchange, Depositories, other statutory bodies and
Company’s Bankers for the assistance, cooperation and support.

Your Directors also gratefully acknowledge all stakeholders of the Company viz.
customers, members, vendors and other service providers for the excellent support
received from them during the year. The commitment and contribution of the employees
are also acknowledged and appreciated.

For and on behalf of the Board of Directors
Eastcoast Steel Limited

Sd/-

P. K. R. K. Menon

Place: Mumbai Chairman

Date : May 30, 2024 DIN : 00106279

---

Mar 31, 2015

Dear Shareholders,

The Directors of your Company are pleased to present the 32nd Annual Report and the Audited Accounts for the financial year ended on March 31, 2015.

1. FINANCIAL PERFORMANCE: (Rs, In Lacs)

Sr. No. Particulars 2014-15 2013-14

1 Sale - -

2 Other Income 44.04 20.54

3 Total 44.04 20.54

4 Profit/Loss Before Depreciation & Tax (PBDT) (11.98) (31.63) 5 Less: Depreciation (4.07) (3.35)

6 Profit/Loss Before Taxation (PBT) (16.05) (34.98)

7 Less: Taxation (all Taxes) - -

8 Profit/Loss After Taxation (PAT) (16.05) (34.98)

9 Add: Balance brought forward from last year (1289.50) (1254.53)

10 Balance to be carried forward (1305.55) (1289.51)

No amount has been proposed to be carried in to any reserves.

2. SALIENT FEATURES OF COMPANY'S WORKING DURING THE YEAR:

During the year under review, the Company did not undertake any activity / operation, which continues to remains at a standstill since 1995.

3. EQUITY INFUSION OF FUNDS:

Your Company has not issued any equity shares during the year under review nor borrowed money by way of public deposits.

4. DIVIDEND:

Considering the year's financial performance and carried forward losses of previous years, the Board had decided not to recommend any dividend.

5. SEGMENT REPORTING:

The Company had only one segment while in operation. However, after closure in 1995 no activity has been carried out.

6. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO:

i) The Company has neither earned any foreign exchange as there have been no exports, nor used any foreign exchange both of which are 'NIL' during the year under review. ii) No information with regard to conservation of energy is required to be furnished as the plant has remained closed since 1995. iii) There is no employee in receipt of remuneration is excess of the prescribed limits.

7. RISK MANAGEMENT:

Despite the activities and operations being at a standstill the Company has evolved strategy to identify unsatisfactory risks on account of credit, liquidity, reputation etc. and the board has assumed overall responsibility for its implementation.

8. ENVIRONMENT AND SAFETY:

Since the Company has neither any employees nor engaged in any activity, environment & safety measures are not required to be followed for the time being.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

In terms of section 149 of the Act, following are Independent Director of the Company:

1. Shri Anand Sethuprakasem

2. Shri Hitesh V. Raja

3. Smt. Sharmila S. Chitale

In terms of Section 203 of the Act, the following were designated as Key Managerial Personnel of your Company by the Board :

1. Shri Prithviraj S. Parikh Whole time Director

2. Shri P.K.R.K. Menon Company Secretary

3. Shri R. Radhakrishnan* Chief Financial Officer (w.e.f. 12th February 2015)

The Company has received declaration from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and Clause 49 of the Listing Agreement with the Stock Exchange.

In accordance with the requirements of the Act and the Articles of Association of the Company, Shri Nalin S. Parikh retires by rotation and is eligible for re-appointment.

During the year five Meetings of Audit Committee as well as Board were convened and held, with the requisite quorum.

Particulars with regard to Remuneration of Director and KMP are set out in Annexure "A" (V).

*Expired on 06.07.2015.

10. AUDIT COMMITTEE:

The Audit Committee comprises of three Non- Exective Directors, viz; Shri Hitesh V. Raja, Shri Nalin S. Parikh and Shri Anand Sethuprakasem.

The Chairman of the Committee is Shri Hitesh V. Raja

11. CORPORATE GOVERNANCE:

In view of the exemption granted to the Company vide Circular No. CIR/CFD/ POLICY CELL/7/2014 dtd. 15.05.2014 by SEBI, the provision with regard to Corporate Governance / Board Evaluation are not applicable as the paid up equity capital is not exceeding Rs,10 crore and/or net worth not exceeding Rs,25 crore as on the last day of the previous financial year.

12. REMUNERATION AND EVLUATION POLICY :

12.1 The Company has not paid any remuneration to the Directors nor intend doing so in the near future except sitting fee to Independent Directors, as the activities / operation are at standstill and no income is earned. While the individual directors' performance was reviewed by the Chairman and rest of the Board excluding the Director being evaluated, the Chairmans' and Non – Independent Directors performance was appraised through feedback from Independent Directors.

12.2 In compliance of Companies Act, 2013 a Nomination & Remuneration committee has however been constituted headed by Shri Anand Sethuprakasen, Independent Director (Non-executive). The other member are Shri Hitesh V. Raja Independent Director (Non-executive) Shri Nalin S. Parikh, Non -Independent Director (Non-executive ).

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any loans or provide Guarantees or made Investments covered under the provisions of Section 186 of the Companies Act, 2013, except interoperate deposit (ICD) of Rs,1,25,00,000 advanced Richline Leasing & Finance Private Limited earring interest @15% per annum.

14. RELATED PARTY TRANSACTIONS:

No Related party transactions has been carried out which are to be required to be disclosed other than what is stated in note no. 25 of the financial statements.

15. PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES:

The Company has no employees drawing salaries in excess of the limits prescribed and there for no information is required to be furnished pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Directors were also not paid remuneration or sitting fees during period under review, except Shri P.K.R.K Menon who had resigned from the Board during the year but continues as Company secretary, and paid for services so rendered, as set out in Annexure A (V) (C).

16. VIGIL MECHANISM / WHISTLEBLOWER POLICY:

16.1 In conformity with the provisions of clause 49 of the Listing Agreement executed with the stock exchange policy has been laid down to provide a mechanism for any concerned person of the company to approach Chairman of the Audit Committee for the purpose of dealing with instance of fraud and mismanagement, if any and also ensure that whistleblowers are protected from retribution, whether within or outside the organization.

16.2 Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal ) Act, 2013 and rules made there under, the Company has, during the year, rolled out a policy for prevention of Sexual Harassment in the organization.

17. OTHER MATERIAL ORDERS :

17.1 C.P. No. 56 of 2013 filed by Shri Suresh Kumar Jalan and others alleging acts of oppression and mismanagement against Company, has been dismissed by Hon'ble C.L.B. Chennai Bench on 11-05-2015 and accordingly, all the applications pending as on date stand disposed of without granting any relief to the Petitioners.

17.2 The C.A. No. 8079 of 2003 filed by P.E. Dept. pending before Hon'ble Supreme Court, New Delhi is being sought to be transferred to Lok Adalat, with regard to the disputed claim of Rs, 17.78 crore (including accrued interest of Rs, 12.01 crore) and the legal Advisors are of option that it could be contested/defended successfully.

17.3 In view of Madras Stock Exchange Limited having been exited as a stock exchange vide Notification No. WTM/RKA/MRD/47/2005 dated 14-05-2015 issued by Securities & Exchange Board of India, the Companies scrip shall no longer be listed therein with immediate effect.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, reveal that until the pending legal matters are resolved the Company shall not be able to undertake any activity.

19. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92 (3) of the Companies Act, 2013, an extract of annual return is annexed hereto as Annexure- A and forms part of this report.

20. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Ashish Bhatt & Associates, Company Secretary, (CP: 2956), have been appointed as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2014-15, the Secretarial Audit Report is annexed herewith as Annexure- B and forms part of this report". In response to the remarks of secretarial Auditors, the following are stated :

a) The DIR -12 pertaining to the appointment of Independent Director has since been filed along with payment of additional fees on dated 07.07.2015.

b) The Company had to adjourn the 31st AGM for want of Quorum on 27.09.2014 and the adjourned meeting was held on 11.11.2014 when business was transacted as per notice dated 05.08.2014 and annual return ( 2013-14) has accordingly been filed with disclosure to this effect.

21. STATUTORY AUDITORS:

M/s. Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, having Firm Registration Number 101720W, were appointed as Auditors at the last AGM for three consecutive years. As required under Clause 49 of the Listing Agreement, the auditors have also Confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. As required under the Companies Act, 2013, your Directors recommend to ratify their appointment as Statutory Auditors of the Company for F.Y. 2015-16.

22. COST AUDIT:

The Company is not required to maintain cost record as prescribed by the Central Government under the provision of Section 148 of the Companies Act, 2013 in view of the closure of the plant in 1995 and cessation of manufacturing activities. No activities or services have been undertaken by the Company since then.

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place internal control systems and procedures commensurate with the size and nature of its operations. Internal control processes which consist of adopting appropriate management systems and implementing them are followed. These are aimed at giving the Audit Committee a reasonable assurance on the reliability of financial reporting and statutory & regulatory compliances, effectiveness and efficiency of your Company's operations and are reviewed subjected to internal audit in compliance of section 138 of the Act, periodically and revised to keep in tune with the changing business environment.

24. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 of the Companies Act, 2013:

a. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. That such accounting policies have been selected 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 of the Company for that period;

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the annual accounts have been prepared on a going concern basis;

e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

25. ACKNOWLEDGEMENT:

Yours Directors acknowledge with thanks the co-operation and understanding displayed by the shareholders & others and continue to look forward to the same.

On behalf of the Board of Directors

Sd/- Sd/-

Nalin S. Parikh Hitesh V. Raja

Director Director

DIN :00106844 DIN :02681574

Place : Mumbai

Date : 12th August, 2015

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirty First (31st) Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

(Amount in Rs.)

2013-14 2012-13

Other Income 2,053,669 2,018,094

Prof i t / (Loss) before Interest (3,160,874) (4,901,536) & Depreciation

Finance Charges 1,827 7,572

Depreciation 335,361 401,432

Prof i t / (Loss) before Tax (3,498,062) (5,310,540)

Taxation - -

Balance in P&L A/c carried forward (3,498,062) (5,310,540)

Debit Balance in P&L A/c. (125,452,749) (120,142,209)

Balance carried forward to (128,950,811) (125,452,749) Balance Sheet

2. DIVIDEND

In view of the losses carried forward and incurred during the year under review, the Board of Directors regret their inability to propose any dividend for the financial year 2013-14.

3. OPERATING RESULTS

The Company having had stopped production at its Pondicherry Plant owing to uneconomical operations since 1995, the activities have remained at a standstill. The current year''s operations have therefore resulted in a loss of Rs. 3,498,062/- (Loss of Rs. 5,310,540/- in the previous year).

4. CAPITAL & FINANCE

The Company has raised the capital by preferential issue of 500,000 equity shares @ Rs.60/- each inclusive of a premium of Rs. 50/- per share, in order to arrest the erosion of net worth and to facilitate restructuring its operations at the appropriate time. Accordingly, the shares have been allotted to Mr. Ashok Kumar Dalmia jointly with Mrs. Veena Dalmia ranking PariPassu with other existing equity shares for consideration received in cash on 7th November 2013, with the result the paid- up capital of the Company stands increased from Rs. 4,89,64,680/- to Rs. 5,39,64,680/- The share premium account has also increased to Rs. 94,323,634/-, after reducing Share issue expenses Rs. 137,766/-.

The aforesaid issue of new equity shares on preferential basis has been carried out in accordance with and under Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and obtaining the requisite approval of shareholders and / or other agencies / institutions where the script has been listed.

The infusion of funds out of the proceeds realized from the issue of equity shares has considerably improved the financial position and net worth, but for which it would not have been possible for the company to meet statutory obligations and commitments to keep its corporate status alive intact.

5. INDUSTRIAL RELATIONS

The Company has retained few members of essential staff only in order to carry out the administrative functions such as watch and ward, maintenance, etc. The industrial relations have been quite cordial.

6. CORPORATE GOVERNANCE

The Company believes in good corporate governance as an important step towards building investors'' confidence, improving investor protection and optimizing shareholder values in the long term. Accordingly, and pursuant to Clause 49 of the Listing Agreement with the Stock Exchange(s), a Report on compliance of Corporate Governance duly certified by M/s. Ashish Bhatt & Associates, Company Secretaries in whole-time practice, along with a note on management discussion and analysis have been annexed to and forming part of this report.

7. BOARD OF DIRECTORS

The Company appreciates and places on record the excellent services rendered and guidance provided by Mr. Pradeep B. Chinai (DIN. 00128368) and Mr. Premratan B. Damani (DIN : 00030400 ) (resigned w.e.f. 10th July, 2014) during their tenure as Director of the Company.

In accordance with the provisions of the Companies Act, 2013 and that of Article 98 of the Articles of Association of the Company and/or the terms of appointment, Mr. Prithviraj S. Parikh and Mr. Ojas K. Parikh, are liable to retire at the ensuing Annual General Meeting. Mr. Prithviraj S. Parikh and Mr. Ojas K. Parikh, being eligible, has offered himself for re-appointment.

It has been proposed to make the composition of the Board in line with Section 152 of the Companies Act, 2013 on account of provisions of Section 152(6) of the Companies Act, 2013. Accordingly Independent Directors are being reappointed for a period of 5 years from the date of AGM and they will not be liable to retire by rotation.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume and other details of Directors proposed to be appointed / re-appointed are attached along with the Notice of the ensuing Annual General Meeting.

8. DIRECTORS1 RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:-

a. In the preparation of the accounts for the financial ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors have selected such accounting policies and applied them

consistently and made judgments and estimates that were 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 loss sustained by the Company;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. The Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

9. AUDITORS

The statutory auditors M/s. Chaturvedi & Shah, Chartered Accountants, (Firm Registration No. - 101720W) Mumbai, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for six years and to hold office from the conclusion of this AGM till the conclusion of the Thirty Seventh AGM to be held in the year 2020 subject to ratification of their appointment at every AGM. M/s Chaturvedi & Shah, Chartered Accountants have, under Section 139(1) of the Companies Act, 2013 and the Rules framed thereunder furnished a certificate of their eligibility and consent for re-appointment.

10. NOTICE OF DISCLOSURE

a. The Electricity Dept. Pondicherry has filed a special leave petition before the Supreme Court of India, challenging the findings of the Madras High Court in respect of demand towards Electricity Charges of Rs. 177,851,077 (includes interest of Rs. 121,085,645/- since converted into a civil Application. Subsequently the matter has been referred to Supreme Court, LokAdalat, where it had remained pending for hearing and disposal. However, when the matter had come up last on 23rd November 2013, the same was reverted back to the Supreme Court. The Company has been legally advised that the case can be successfully contested/defended and hence no provision is made. Moreover, the matter being sub-judice, the liabilities if any has not been crystalised. Attention is drawn to the Note No. 21 (a) annexed to and forming part of the Accounts, in which the matter has been dealt with in greater detail.

b. The Company has not provided in the Accounts disputed claim of Rs. 13,400,000/- towards demurrage charges (in addition to interest on the said claim) relating to import of scrap for which the appeal before the Supreme Court is pending disposal. The Company has been advised that no liability will be fastened on the Company, based on the facts and circumstances of the case. However, an amount (along with interest over the years) of Rs. 8,653,116/- is lying deposited with HDFC in accordance with the directions of the Supreme Court vide order dated 18th November, 2008 Attention is drawn to the Note No.21(b)annexed to and forming part of the Accounts, in which the matter has been dealt with in greater detail.

c. C.P.No. 56 of 2013 has been adjourned by the Company Low Board, Chennai Bench to 8th August, 2014 as the petitioners have filed an Application for amendment on 25th March, 2014.

11. STATUTORY INFORMATION (As required under Section 217 of the Act) 217(I)(e) : Conservation of energy, R.&D., Absorption of Technology and Foreign Exchange Earnings and Outgoes:- The required information is NIL as the Company''s Plant is closed down from April, 1995.

217(2A) : There are no employees in the Company during the year falling under this description..

217(2AA) : Directors'' Responsibility Statement:- Separately given in Sr. No. 9 of this report.

217(2B) : Buyback of Shares:- There was no scheme of buyback of share of the Company during the year under review.

12. ACKNOWLEDGEMENTS

The Board of Directors do place on record their gratitude for the assistance and guidelines extended by the Government and other statutory agencies all along. The Directors also place on record their appreciation to all the stakeholders for their support and co-operation.

By Order of the Board of Directors

Sd/- Prithviraj S. Parikh Chairman

Place : Mumbai Date : 5th August, 2014

---

Mar 31, 2013

The Directors are presenting herewith the Thirtieth Annual Report together with the Audited Accounts for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

(Rs.In Rupees)

2012-13 2011-12

Other Income 20,18,094 25,14,201

Profit / (Loss) before Interest & Depreciation (49,01,536) (13,31,145)

Finance Charges 7,572

Depreciation 4,01,432 3,99,997

Profit / (Loss) before Tax (53,10,540) (17,31,142)

Taxation

Balance in P&L A/c carried forward (53,10,540) (17,31,142)

Debit Balance in P&L A/c. (12,01,42,209) (11,84,11,067)

Balance carried forward to Balance Sheet (12,54,52,749) (12,01,42,209)

3. DIVIDEND

In view of the carried forward losses as at 31-03-2013, the Board of Directors regret their inability to propose any dividend for the year under review.

4. OPERATING RESULTS

The Company having had suspended production at its Pondicherry Plant owing to uneconomical operations, the activities continue to remain at a standstill. The current year''s operations have therefore resulted in a loss of Rs. 53,10,540/- (Loss of Rs. 17,31,142/- in the previous year).

5. FINANCE

The Company has not accepted any deposits from the public during the year under review. However, borrowings on account of unsecured loans have increased from Rs. 2,25,40,313/- (Previous year) to Rs. 2,55,41,393/- during the year under review.

6. INDUSTRIAL RELATIONS

The Company has retained few members of essential staff only in order to carry out the administrative functions such as watch and ward, maintenance, etc. The industrial relations have been quite cordial.

7. CORPORATE GOVERNANCE

The Company considers that good corporate governance is an important step towards building investors'' confidence, improving investor protection and optimizing shareholder values in the long term. Accordingly, and pursuant to Clause 49 of the Listing Agreement with the Stock Exchange(s), a Report on compliance of Corporate Governance duly certified by M/s. Ashish Bhatt & Associates, Company Secretaries in whole-time practice, along with a note on management discussion and analysis have been annexed to and forming part of this report.

8. BOARD OF DIRECTORS

Mr. Nalin S. Parikh, Mr. P. K. R. K. Menon & Mr. Pradeep B. Chinai will retire by rotation at the forthcoming 30th Annual General Meeting of the Company. Being eligible, they have offered themselves for re- election. The Board proposes that these persons, in the interest and benefit of the company, be continued as directors of the company.

9. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:-

a. in the preparation of the accounts for the financial ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss sustained by the Company.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. The Directors have prepared the annual accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

10. AUDITORS

M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai, have consented to be re-appointed as Auditors of the Company. The Company has received a certificate from the auditors that the appointment will be within the limits specified under Section 224 (1B) of the Companies Act, 1956, act as the Auditors of the Company, if re-appointed.

11. NOTICE OF DISCLOSURE

a. The Electricity Dept. Pondicherry has filed a special leave petition before the Supreme Court of India, challenging the findings of the Madras High Court in respect of demand towards Electricity Charges of Rs. 17,78,51,077/- (includes interest of f 12,10,85,645/- since converted into a civil Application. Subsequently the matter has been referred to Supreme Court, Lok Adalat, where it is pending for hearing and disposal. The company has been legally advised that the case can be successfully contested/defended and hence no provision is made. Moreover, the matter being subjudice , the liabilities if any has not been crystalised. Attention is drawn to the Note No. 28 (a) annexed to and forming part of the Accounts, in which the matter has been dealt with in greater detail.

b. The Company has not provided in the Accounts disputed claim of 1,34,00,000/- towards demurrage charges (in addition to interest on the said claim) relating to import of scrap for which the appeal before the Supreme Court is pending disposal. The Company has been advised that no liability will be fastened on the company, based on the facts and circumstances of the case. However, an amount (along with Interest over the years) of 70,64,858/- is lying deposited with HDFC in accordance with the directions of the Supreme Court vide order dated 18th November, 2008. Attention is drawn to the Note No. 28 (b) annexed to and forming part of the Accounts, in which the matter has been dealt with in greater detail.

c. The Company Petition Nos. 154 & 155 of 2012 for amalgamation /merger filed in the Madras High Court has since been withdrawn and order passed to this effect on 21.02.2013. Attention is drawn to the Note No. 29 annexed to and forming part of the Accounts, in which the matter has also been dealt with.

12. STATUTORY INFORMATION (As required under Section 217 of the Act)

217(l)(e) : Conservation of energy, R.&D., Absorption of Technology and Foreign Exchange Earnings and Outgoes:- The required information is NIL as the Company''s Plant is closed down from April, 1995.

217(2A) : There are no employees in the Company during the year falling under this description..

217(2AA) : Directors'' Responsibility Statement:- Separately given in Sr. No. 9 of this report. '' 217(2B) : Buyback of Shares:- There was no scheme of buyback of share of the Company during the year under review.

13. ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record their gratitude for the assistance and guidelines extended by the Government and other statutory agencies all along. The Directors also place on record their appreciation to the employees for their support and co-operation.

By Order of the Board of Directors

Sd/-

Prithviraj S. Parfkh

Chairman & Executive Director

Place : Mumbai

Date : 8th August, 2013

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Mar 31, 2011

Dear Members,

1.The Directors are presenting herewith the Twenty-Eighth Annual Report together with the Audited Accounts for the year ended 31st March 2011.

2. FINANCIAL RESULTS

(Amount in Rupees)

2010-11 2009-10

Other Income 5,87,700 6,54,244

Profit/ (Loss) before Interest & Depreciation (34,55,113) (35,98,450)

Finance Charges 18,87,008 12,04,417

Depreciation 3,99,582 3,39,222

Profit/ (Loss) before Tax (57,41,703) (51,42,089)

Taxation 5,158 14,170

Balance in P&L A/c carried forward (57,46,861) (51,56,259) Debit Balance in P&L A/c (11,26,64,206) (10,75,07,947)

Balance carried forward to Balance Sheet (11,84,11,067) (11,26,64,206)

3. DIVIDEND

In view of the losses carried forward of Rs. 11,84,11,067/- as at 31-03-2011, the Board of Directors regret their inability to propose any dividend for the year under review.

4. OPERATING RESULTS

The Company had suspended production at its Pondicherry plant owing to uneconomical operation and since then the activities are at a standstill. The current year's operations have therefore resulted in a loss of Rs. 57,41,703/- (Previous year loss Rs. 51,42,089/-)

5. FINANCE

The Company has not accepted any deposits from the public during the year under review. However, borrowings on account of unsecured loans have increased from Rs. 1,36,34,617/- (Previous year) to Rs. 1,90,49,908/- during the year under review.

6. INDUSTRIAL RELATIONS

The Company has retained few members of essential staff only in order to carry out the functions such as watch and ward, maintenance, etc. The Industrial relations have continued to remain quite cordial.

7. CORPORATE GOVERNANCE

The Company considers that good corporate governance is an important step towards building investors' confidence, improving investor protection and optimizing shareholder values in the long term. Accordingly, and pursuant to Clause 49 of the Listing Agreement with the Stock Exchange (s), a Report on compliance of Corporate Governance duly certified by M/s. Ashish Bhatt & Associates, Company Secretaries in whole time practice, along with a note on management discussion and analysis have been annexed to and forming part of this report.

8. BOARD OF DIRECTORS

Mr. Vilas K. Shah, Mr. Rajendra R. Chaturvedi & Mr. Nalin S. Parikh will retire by rotation at the forthcoming 28th Annual General Meeting of the Company. Being eligible, they have offered themselves for re-election. The Board proposes that these persons, in the interest and benefit of the company, be continued as directors of the Company.

The personal profile of these Directors is given hereunder, for information of members.

1 Data Mr. Vilas K. Shah Mr. Rajendra R. Chaturvedi (a) Brief Resume Born on 01-12-1943 Born on 16-02-1947

M.Com, L.L.B., F.C.A. Diploma in Textile Technology (Chartered Accountant)

(b) Experience Senoir Chartered After completing his diploma Accountant in textile practicing in Mumbai technology from British for more than Institute, London, three decades. Has a he joined the family business vast in 1980. experience in Taxation Has been managing business & affairs of Management Consultancy family group of companies Services. for 3 decades. Proven talents in administration and management.

(c) Name of Companies in which Organic Coatings Ltd. Western Ministil Ltd. he holds directorship and (Chairman- Audit Girdhar Morari Membership Committee) Agra Research Pvt. Ltd. in their Committee

Data Mr. Nalin S. Parikh

(a) Brief Resume Born on 02-02-1935

B.Com.;B.A.;LLB.,M.B.A.

(b) Experience Over 50 years of vast experience as an administrator. Travelled widely and has a good insight in international trade, more particularly in steel and foreign trade of Iron & Steel products. Has been the principal importer for steel in special applications in automobiles, engineering and other industries.

(c) Name of Companies in which Asta India Pvt. Ltd., K. Parikh Agencies Pvt. Ltd., Metmin Exploration Pvt. Ltd., he holds holds directorship Metmin Finance & Holdings Pvt. Ltd., Metmin Investment & Trading Pvt. Ltd., and Membership in their WRM Pvt. Ltd., Anjana Fincap Pvt. Ltd, Committee Fleurette Investments Pvt. Ltd., MetTube India Pvt. Ltd., Gayatri Arcade Pvt. Ltd., Ishan Arcade Pvt. Ltd.

None of these directors is paid any remuneration except sitting fees.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:-

i). in the preparation of the accounts for the financial year ended 31st March 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss sustained by the Company;

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

iv) the Directors have prepared the annual accounts for the financial year ended 31st March 2011 on a "going concern" basis.

10. AUDITORS

M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai, have consented to be re-appointed as the Auditors of the company. The company has received a certificate from the auditors that their appointment will be within the limits specified under section 224 (1B) of the Companies Act, 1956 to act as the Auditors of the Company, if re-appointed.

11. NOTICE OF DISCLOURE

The S.L.P. filed by Pondicherry Electricity Department against the Company in 2002 is still pending for disposal. It may be recalled that the petitioners were not granted any relief at the time of admission by the Supreme Court of India, New Delhi. The Company has however, moved an application to refer the matter for mediation with LOK ADALAT in February 2009, which is being granted and the matter is pending before the said forum for hearing and disposal. Attention is drawn to the Note No. 9 (a) of Schedule 11 of the Notes annexed to and forming part of the Accounts, in which the matter has been dealt with in greater details.

The Govt. of Puducherry has issued a notification under G.O.Ms.No.58 dtd. 31-03- 2010 that an area of approximately 4.00 Acres of land, most of which belongs to the company, be acquired for housing. The acquisition proceedings initiated by the Govt. of Puducherry have since been withdrawn.

12. STATUTORY INFORMATION (As required under Section 217 of the Act)

217(1 )(e) : Conservation of energy, R. & D., Absorption of Technology and Foreign Exchange Earnings and Outgoes:- The required information is NIL as the Company's Plant is closed down from April 1995.

217(2A) : There were no employees in the Company during the year falling under this description.

217(2AA) : Directors' Responsibility Statement:- Separately given in Sr. No. 9 of this report.

217(2B) : Buyback of shares:- There was no scheme of buyback of shares of the Company during the year under review.

13. ACKNOWLEDGEMENTS

The Board of Directors pleased to place on record their gratitude for the assistance & guidelines extended by the Government and other statutory Agencies all along. The Directors also place on record, their appreciation to the employees for their support and co-operation.

By Order of the Board of Directors

Sd/- Prithviraj S. Parikh Chairman & Executive Director

Place: Mumbai Date : 12th August 2011

---

Mar 31, 2010

1.The Directors are presenting herewith the twenty-seventh (27th) Annual Report together with the Audited Accounts for the year ended 31st March 2010.

2. FINANCIAL RESULTS

(Rs. in Lacs)

2009-10 2008-09

Other Income 6.54 13.47

Profit / (Loss) before Interest & Depreciation (35.98) (42.03)

Finance Charges 12.05 20.54

Depreciation 3.39 4.80 Profit / (Loss) before Tax (51.42) (67.37)

Taxation 0.14 0.39

Balance in P&L A/c carried forward (51.56) (67.76)

Debit Balance in P&L A/c (1,075.08) (1,255.32)

Less: General Reserves adjusted - 248.00

Balance carried forward to Balance Sheet (1,126.64) (1,075.08)

3. DIVIDEND

In view of the losses carried forward of Rs. 1,126.64 Lacs as at 31-03-2010, the Board of Directors regret their inability to propose any dividend for the year under review.

4. OPERATING RESULTS

The Company had suspended production at its plant located in Pondicherry owing to uneconomical operation and since then the activities are at a standstill. The current years operations have therefore resulted in a loss of Rs. 51.42 lacs (Loss of Rs. 67.37 lacs in the previous year)

5. FINANCE

The Company has not accepted any deposits from the public during the year under review.

However, borrowings on account of unsecured loans have increased from Rs.78,29,872 (Previous year) to Rs. 1,36,34,617 during the year under review.

6. INDUSTRIAL RELATIONS

The Company has retained a few members of essential staff only in order to carry out the functions such as watch and ward, maintenance etc. The Industrial relations have continued to remain quite cordial.

7. CORPORATE GOVERNANCE

The Company considers that good corporate governance is an important step towards building investors confidence, improving investor protection and optimizing shareholder values in the long term. Accordingly, and pursuant to Clause 49 of the Listing Agreement with the Stock Exchange(s), a Report on compliance of Corporate Governance duly certified by M/s. Ashish Bhatt & Associates, Company Secretaries in whole time practice, along with a note on management discussion and analysis have been annexed to and forming part of this report.

8. BOARD OF DIRECTORS

Mr. Prithviraj S. Parikh and Mr. P.K.R.K. Menon will retire by rotation at the forthcoming 27th Annual General Meeting of the Company. Being eligible, they have offered themselves for re-election. The Board proposes that both these persons are required to be continued for the benefit of the Company.

The personal profile of these two Directors is given hereunder, for information of members.

Data Mr. Prithviraj S. Parikh Mr. P.K.R.K. Menon

(a) Brief Bom on 19-02-1946 Bom on 09-08-1943 Resume M.S., M.E. from New York University M.Com, L.L.M., M.B.A., F.C.S.,

D.B.M D.F.M, D.C.P.

(b) Experience Over three decades in management of Over four decades in Administration & Steel Industry & allied activities, Finance in Industry and Trade- Steel, International Trade, etc. Engineering, etc.

(c) Name of Western Ministil Limited Western Ministil Ltd. Companies in Gunjar Finance & Investment Pvt. Ltd. WRMPvt. Ltd. which he holds K. Parikh Agencies Pvt. Ltd. Western India Steel Co. Pvt. Ltd. directorship WRMPvt. Ltd. Wist Overseas Pvt. Ltd. and Membership Aspher Foods Pvt. Ltd. Skandwil India Pvt. Ltd. in their Anagha Properties Pvt. Ltd. Committee Western India Steel Co. Pvt. Ltd. Satori Realty Pvt. Ltd. Wist Overseas Pvt. Ltd.

None of these directors is paid any remuneration except sitting fees.

Mr. Prithviraj S. Parikh, Director, was designated as the Executive Director by the Board on 30-01-2009. However, having regard to the present financial position of the Company, the Board had deferred payment of remuneration to him although the members at the 26th Annual General Meeting held on 29th September 2009 have approved the payment of Rs. 50,000/- p.m. as and by way of consolidated remuneration.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:-

i) in the preparation of the accounts for the financial year ended 31 st March 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss sustained by the Company;

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

iv) the Directors have prepared the annual accounts for the financial year ended 31st March 2010 on a "going concern" basis.

10. AUDITORS

M/s. Krishnan & Giri, Chartered Accountants, Auditors of the company have expressed their unwillingness to be appointed as auditors of the company for the financial year 2010-11 vide their letter dated 26-07-2010 under section 224 (2) of the Companies Act, 1956.

Company has received a proposal from M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai, of their willingness to be appointed as Auditors of the Company. Based upon their willingness, Board of Directors, vide their meeting dated 29-07-2010, has recommended their appointment subject to the approval of General Body meeting at the ensuring Annual General Meeting. The company has also received a certificate from the proposed auditors that they are qualified under section 224 (1B) of the Companies Act, 1956 to act as the Auditors of the Company, if appointed.

11. NOTICE OF DISCLOURE

The S.L.P. filed by Pondicherry Electricity Department against the Company in 2002 is still pending for disposal. It may be recalled that the petitioners were not granted any relief at the time of admission by the Supreme Court of India, New Delhi. The Company has however, moved an application to refer the matter for mediation with LOK ADALAT in February 2009, which is being granted and the matter is pending before the said forum for hearing and disposal. Attention is drawn to the Note No. 10 (a) of Schedule 11 of the Notes annexed to and forming part of the Accounts, in which the matter has been dealt with in greater details.

The Govt, of Puducherry has issued a notification under G.O.Ms. No. 58 dated 31-03-2010 that an area of approximately 4.00 Acres of land, most of which belongs to the company, be acquired for housing. The companys objection to the move on the part of the govt, for the said proposed acquisition is being put up in consultation and guidance from the legal advisor / advocate.

12. STATUTORY INFORMATION

(As required under Section 217 of the Act)

217(1)(e): Conservation of energy, Ft. & D., Absorption of Technology and Foreign exchange Earnings and Outgoes:-

The required information is NIL as the Companys Plant is closed down from April 1995.

217(2A): There were no employees in the Company during the year falling under this description.

217(2AA): Directors Responsibility Statement: - Separately given in Sr. No. 9 of this report.

217(2B): Buyback of shares:- There was no scheme of buyback of shares of the Company during the year under review.

13. ACKNOWLEDGEMENTS

The Board of Directors pleased to place on record their gratitude for the assistance & guidelines extended by the Government and other statutory Agencies all along. The Directors also place on record, their appreciation to the employees for their support and co-operation.

By Order of the Board of Directors

Prithviraj S. Parikh

Chairman &

Executive Director

Place: Mumbai

Date: 29th July 2010