Directors Report of Mahamaya Steel Industries Ltd.

Mar 31, 2025

Your Directors are pleased to present the Company’s 37^th Annual Report on the business and
operations of Mahamaya Steel Industries Limited, along with the summary of the Audited
Standalone and Consolidated Financial Statements for the financial year ended 31^st March, 2025.

1. FINANCIAL RESULTS

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	80176.43	78382.88	80176.43	78382.88
Other Income	123.29	142.31	123.29	142.31
Total Revenue	80299.7	78525.19	80299.72	78525.19
Profit/Loss before Finance Cost, Depreciation &	1994.92	1773.18	1994.92	1773.18
Amortization Expense and Tax Finance Cost	388.60	514.52	388.60	514.52
Profit/(Loss) before Depreciation & Tax	1606.33	1258.66	1606.33	1258.66
Depreciation	786.71	700.07	786.71	700.07
Profit/(Loss) before Tax & Exceptional Items	819.61	558.59	819.61	558.59
Add: Exceptional Items	45.39	113.77	45.39	113.77
Profit/(Loss) before Tax	864.99	627.36	864.99	672.36
Share of Profit/(loss) of Associates	-	-	140.33	192.78
Provision for Tax Less: Current Tax	276.60	206.10	276.60	206.10
Deferred Tax	(31.33)	(12.67)	(31.33)	(12.67)
Net Profit / (Loss) after Tax	619.73	478.93	760.05	671.71
Other Comprehensive Income	12.24	14.19	12.24	14.19
Total Comprehensive Income	631.97	493.12	772.30	685.90
Face Value per Equity	10	10	10	10
Earnings Per Share (in Rs.) Basic	3.77	2.91	4.62	4.09
Diluted	3.77	2.91	4.62	4.09

2. RESULTS OF OPERATION AND STATE OF COMPANY’S AFFAIRS

During the year under review the Company had achieved a total revenue from operations
Rs. 80176.43 Lacs as against Rs. 78382.88 Lacs in the last Financial Year. Further, the Profit
before tax stood at Rs. 864.99 Lacs as against Rs. 672.36 Lacs in the last Financial Year.

3. FUTURE OUTLOOK:

With a larger base of the order book to begin Financial Year 2025-26, the roadmap is quite steady
to deliver higher growth in the coming years. The company plans to further growth systematically
to build over the larger base. The company aims to grow the order book much faster from hereon,
considering the growth visible in the CAPEX cycle across Industries.

Further, the Company focuses on building a strong reputation as a responsible corporate citizen
and a track record of delivering longer-term stakeholder value. It can significantly enhance the
company’s brand value, which is a quantifiable measure of its social and relationship capital with
stakeholders.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There are no material changes and commitments affecting the financial position of the company
which have occurred between the end of Financial Year 2024-25 and the date of this report.

5. DIVIDEND & RESERVES

The Directors have decided to conserve the resources in long run, as a result, the Directors do not
recommend any Dividend on Equity Shares for the financial year ended 31^st March, 2025.

During the year under review, no transfer is proposed to the General Reserve. An amount of Rs.
631.97 Lacs is proposed to be retained as Surplus in the Statement of Profit and Loss.

6. REDEMPTION OF PREFERENCE SHARES

During the year under review 10,00,000 8% Redeemable Non-Convertible Non-Cumulative
Preference Shares were redeemed at a premium in accordance with the terms of issue aggregating
to Rs. 2,00,00,000 being the redemption of sixth tranch.

7. SHARE CAPITAL

During the financial year under review, there is change in the debt component of Share Capital
due to redemption of 10,00,000 8% Redeemable Non-Convertible Non-Cumulative Preference
Shares. Further there is no change in Equity Component of Share Capital.

There was no public issue, right issue, bonus issue or preferential issue, etc during the year under
review.

8. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there are no changes in the nature of the business of the Company.

9. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES & CONSOLIDATED
FINANCIAL STATEMENTS

As on 31^st March, 2025 the company have one associate M/s Abhishek Steel Industries Private
Limited (Formerly Abhishek Steel Industries Limited),, and do not have any subsidiary and Joint
Venture Companies. During the year under review, no other Company became or ceased to
become Subsidiary, Joint Venture or Associate Company. As per Regulation 33 of the Securities
and Exchange Board Regulations, 2015 (hereinafter referred to as “Listing Regulations”) and
Section 129(3) of the Companies Act, 2013 read with the Rules issued thereunder, the
Consolidated Financial Statements of the Company for the Financial Year 2024-25 have been
prepared in compliance with applicable accounting standards and on the basis of audited financial
statement of the Company, its associate Company, as approved by the respective Board of
Directors.

The Consolidated Financial Statements together with the Auditors’ Report form part of this Annual
Report.

Further a statement containing the salient features of the financial statement of our associate in
the prescribed format AOC-1 is appended as Annexure-A to the Director’s Report.

The audited financial statements, including the consolidated financial statements and related
information of the Company and audited accounts of each of its associates are available on our
website www.mahamavaqrouo.in. These documents will also be available for inspection during
business hours at registered office of the Company.

10. SEGMENT REPORTING

The Company is engaged in the Steel Structural business only and therefore there is only one
reportable segment in accordance with the Indian Accounting Standard (Ind AS) 108 Operating
Segments.

11. QUALITY

Your Company has continued emphasis on Research & Development. A dedicated Quality
Assurance (“QA”) team is monitoring product quality. Your Company strives to be industry leader
by adopting modern technology.

12. INSURANCE

All assets of the Company, including Building, Plant & Machinery, Stocks etc., wherever necessary
and to the extent required, have been adequately insured.

13. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or serious
observation has been received from the Statutory Auditors and the Internal Auditors of the
Company on the inefficiency or inadequacy of such controls.

14. SECRETARIAL STANDARDS

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

15. PARTICULARS OF CONTRACTS AND ARRANGEMENTSWITH RELATED PARTY

All related party transactions, contracts or arrangements that were entered into, during the financial
year under review, were on an arms-length basis and in the ordinary course of business. The
Company has adhered to its “Policy on Related Party Transactions and Materiality of Related Party
Transactions” while pursuing all Related Party transactions.

Further, during the year, the Company had entered into contract/ arrangement / transaction with
related parties which are material in accordance with SEBI LODR Regulations and with the policy
of the Company on materiality of related party transactions, for that prior approval was taken in the
last AGM via Special Resolution.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-B in Form AOC-2 and
the same forms part of this report.

Further The Company has put up an Ordinary Resolution in the Notice of the ensuing AGM for the
Shareholder’s approval in order to enter in to transaction with related parties which may result in
material transaction in terms of SEBI LODR Regulations and with the policy of the Company on
materiality of related party transactions.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, Guarantees and Investments covered under section 186 of the Companies
Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Disclosures pertaining to remuneration and other details 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 are enclosed with this report as Annexure-C.

18. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Company has taken adequate steps to ensure that all mandatory
provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are complied with, a separate section titled Report on Corporate
Governance together with a Certificate from the Practicing Company Secretary forms part of this
Report.

A detailed Management Discussion & Analysis forms part of this Report.

19. MEETINGS

Board Meetings

During the year, Eleven Board Meetings were convened and held the details of which are given in
the Corporate Governance Report. The maximum interval between any two meetings did not
exceed 120 days, as prescribed in the Companies Act, 2013.

Committee Meetings

During the year Ten Audit Committee Meetings, Five Nomination & Remuneration Committee
Meetings and Four Stakeholders Relationship Committee Meetings were convened and held the
details of which are given in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013.

Meeting of Independent Directors

During the year under review, the Independent Directors met on 26^th March, 2025, inter alia, to:

a) Review the performance of Non Independent Directors, and the Board of Directors as a
whole.

b) Review the performance of the Managing Director of the Company, taking into account the
views of the Executive and Non-Executive Directors.

c) Assess the quality, content and timeliness of flow of information between the Company
management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.

All the Independent Directors were present at this meeting. The observations made by the
Independent Directors have been adopted and put into force.

20. DECLARATION BY DIRECTORS

The Independent Directors of the Company have submitted declaration of Independence, as
required pursuant to Section 149(6) of the Act, and provisions of the Listing Regulations, stating
that they have met the criteria of independence as provided therein. The Board is of the opinion
that all the Independent Directors possess integrity, have relevant expertise, experience and fulfil
the conditions specified under the Act, and the Listing Regulations. All the Directors of the
Company have confirmed that they are not disqualified to act as Director in terms of Section 164
of the Act. The Board of Directors of the Company has taken on record the declaration and
confirmation submitted by the Independent Directors after undertaking due assessment of the
veracity of the same.

21. BOARD EVALUATION

Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations 2015, the Board of Directors has carried out an annual evaluation of its own
performance, Board Committees and of individual directors. In a separate meeting of independent
directors, performance of non-independent directors, performance of the Board as a whole,
performance of the Committee(s) of the Board and performance of the Managing Director was
evaluated, taking into account the views of other directors. Performance evaluation of independent
directors was done by the entire Board, excluding the independent director being evaluated. All the
results were satisfactory.

22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI Regulations, the Company has put in place a
Familiarization programme for the Independent Directors to familiarize them with their role, rights
and responsibility as Directors, the working of the Company, nature of the industry in which the
Company operates, business model etc. The details of such familiarization programme can be

accessed on the Company''s website at https://mahamayagroup.in/notices-and-

announcements/www.mahamayaqroup.in

23. POLICIES

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the Companies Act, 2013 the Company has formulated and implemented
the following policies. All the Policies are available on Company’s website

(www.mahamayaqroup.in) under the heading "Policies”. The policies are reviewed periodically by
the Board and updated based on need and requirements.

Whistle Blower & Vigil Mechanism Policy

Whistle Blower Policy of the Company includes in its scope any instances related to Insider Trading
and also provides access to the Employees of the Company to report the instances of leak of
Unpublished Price Sensitive Information or suspected leak of Unpublished Price Sensitive
Information. The Company has established Vigil Mechanism for the Directors and Employees of
the Company to report, serious and genuine unethical behavior, actual or suspected fraud and
violation of the Company''s code of conduct or ethics policy. It also provides adequate safeguards
against victimization of persons, who use such mechanism and makes provision for direct access
to the Chairperson of the Audit Committee in appropriate or exceptional cases. None of the
employees of the Company has been denied access to the Audit Committee.

Mrs. Jaswinder Kaur Mission Company Secretary and Compliance Officer of the Company, has
been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Whistle Blower & Vigil Mechanism policy can be accessed on the Company’s website on at

https://mahamavagroup.in/wp-content/uploads/2022/09/MSIL-WHISTLE-BLOWER-

POLICY.pdf

https://mahamayagroup.in/wp-content/uploads/2022/09/MSIL-WHISTLE-BLOWER-

POLICY.pdf

Policy for Related Party Transactions

In line with the requirements of Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related
Party Transactions. The policy regulates all transactions taking place between the Company and
its related parties in accordance with the applicable provisions.

The Policy on Related Party Transaction can be accessed on the Company''s website at
https://mahamavaqroup.in/wp-content/uploads/2022/09/Policv-on-Related-Partv-Transaction.pdf

Code of conduct for Director(s) and Senior Management Personnel

The Company has adopted a Code of Conduct for the Senior Management Personnel, Directors
(executive / non-executive) including a code of conduct for Independent Directors which suitably
incorporates the duties of Independent Directors as laid down in the Act.

The above code can be accessed on the Company''s website at https://mahamavaqroup.in/wp-

content/uploads/2022/09/Code-of-Conduct-of-Board-of-Directors-and-Senior-Manaqement-

Personnel.pdf

Risk Management Policy

The Risk Management policy is formulated and implemented by the Company in compliance with
the provisions of the new Companies Act, 2013. The policy helps to identify the various elements
of risks faced by the Company, which in the opinion of the Board threatens the existence of the
Company. The Risk Management Policy is available on the Company’s website at
https://mahamayagroup.in/wp-content/uploads/2021/08/9-RISK-MANAGEMENT-POLICY.pdf

In line with the requirements of Section 178 Companies Act, 2013 and Regulation 19 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
formulated a Nomination & Remuneration Policy.

The Nomination & Remuneration policy provides guidelines to the Nomination & Remuneration
Committee relating to the Appointment, Removal & Remuneration of Directors, Key Managerial
Personnel and Senior Management. This policy formulates the criteria for determining
qualifications, competencies, positive attributes and independence for the appointment of a director
(Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors,
Key Managerial Personnel, Senior Management and other employees. It also provides the manner
for effective evaluation of performance of Board, its committees and individual directors.

The Nomination and Remuneration policy can be accessed on the Company''s website at
https://mahamavaaroup.in/wp-content/uploads/2022/09/Nomination-and-Remuneration-Policv.pdf

Policy for Determination of Materiality of an Event or Information

In line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has formulated a policy for determination of materiality-based
events.

The Policy for Determination of Materiality of an Event or Information can be accessed on the
Company’s website at https://mahamavaqroup.in/wp-content/uploads/2022/09/Policv-on-
Criteria-for-dertermininq-materialitv-of-evidence.pdf

Document Retention & Archival Policy

In pursuant to Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Company has adopted Document Retention & Archival Policy.

The Policy for Document Retention & Archival Policy can be accessed on the Company''s website
at https://mahamavaqroup.in/wp-content/uploads/2022/09/Document-Retention-and-

Archival-Policy.pdf

Insider Trading -Code of Conduct

In pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 and SEBI
(Prohibition of Insider Trading) (Amendment) Regulations, 2019 the Company has adopted revised
Insider Trading Code. The Code provides framework for dealing with the securities of Company in
mandated manner.

The above Insider Trading-code of conduct can be accessed on the Company’s website at

https://mahamavaqroup.in/wp-content/uploads/2022/09/Code-of-Conduct-for-Monitorina-and-

Prevention-of-lnsider-Tradinq.pdf

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has
formulated a Fair Disclosure Code for fair disclosure of Unpublished Price Sensitive Information
("UPSI”) which includes therein the policy for determination of "Legitimate purposes for sharing
UPSI” annexed with the above mentioned Code of Conduct for Monitoring and Prevention of Insider
Trading.

Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information
(“UPSI”)

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has
formulated and adopted a written policy and procedures for inquiry in case of leak of unpublished
price sensitive information and initiate appropriate action on becoming aware of leak of
unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and
results of such inquiries annexed with the above mentioned Code of Conduct for Monitoring and
Prevention of Insider Trading.

The Corporate Social Responsibility Policy (hereinafter "CSR Policy) of the Company has been
prepared pursuant to Section 135 of the Companies Act, 2013 and the CSR Rules. The CSR policy
serves as the referral document for all CSR-related activities at the Company. CSR Policy relates
to the activities to be undertaken by the Company as specified in schedule VII and other
amendments/circulars thereon to the Companies Act, 2013.

The CSR Policy can be accessed on the Company''s website at https://mahamayaqroup.in/wp-
content/uploads/2022/09/CSR-Policv.pdf

24. CORPORATE SOCIAL RESPONSIBILITY

The Company had constituted Corporate Social Responsibility (CSR) Committee in compliance
with the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014.

The CSR Committee was consisting of Mr. Rajesh Agrawal as Chairman and Mr. Suresh Prasad
Agrawal & Mr. Uday Raj Singhania as members.

The disclosures with respect to CSR activities for the Financial year 2023-24 are given in Annexure
-D

In the Board Meeting dated 28^th June, 2021 the Company has dissolved the Corporate Social
Responsibility Committee as it no longer fall under the criteria of constituting and maintaining CSR
committee as per the new Corporate Social Responsibility Policy) Amendment Rules, 2021 notified
on 22^nd January, 2021 as the amount required to be spent in CSR Activities does not exceed 50
lacs and the functions of such committee shall be performed by the board of directors of the
company.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year there has been no change in the Director''s and KMP’s of the Company.

Mr. Udayraj Singhania (DIN: 02465416), Mr. Rajesh Lunia (DIN: 08441126) Mrs. Vanitha Rangaiah
(DIN: 09211334) are the Independent Directors of the Company.

Mr. Rajesh Agrawal, Managing Director, Mr. Suresh Raman Executive Director & Chief Financial
Officer and Mrs. Jaswinder Kaur Mission, Company Secretary are the KMPs of the Company as
per the provisions of the Act.

During the year the term of Mr. Rajesh Lunia an Independent Director was expired on 3^rd May,
2024, necessary resolution proposing his reappointment as Independent Director for further term
of five years was proposed for the approval by the members at the last Annual General meeting of
the Company held on 29^th July, 2024. The Members of the Company have approved Mr. Rajesh
Lunia’s re-appointment in the said meeting as a Non-Executive, Independent Director of the
Company for further term of five years.

Mrs. Rekha Agrawal, Executive Director (DIN: 00597156), retires by rotation as Director at the
ensuing Annual General Meeting and being eligible, offers herself for reappointment.

The term of 5 years of Mr. Rajesh Agrawal, Managing Director (DIN:00806417) will expire in the
ensuing AGM and being eligible, offers himself for re-appointment at the ensuing 37^th Annual
General meeting AGM of the Company.

The resolutions proposing the reappointment of the Directors are set out in the notice convening
Annual General Meeting for approval of members. The Board recommends for approval of the
same. Detailed Profile of the directors who are proposed to be reappointed at the ensuing Annual
General meeting, as required as per SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Secretarial Standard is provided in the notice convening this Annual
General Meeting of the Company.

26. COMMITTEES OF THE BOARD

For the Financial year 2024-25 the Board had 3 Committees the Audit Committee, the Nomination
and Remuneration Committee and the Stakeholders Relationship Committee.

A detailed note on the composition of the Board and its committees is provided in the Corporate
Governance Report Section of this Annual Report.

27. RISK MANAGEMENT

The Company recognizes that risk is an integral and unavoidable component of business and is
committed to managing the risk in a proactive and efficient manner The Company as part of
business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various
risks with timely action. Risks are discussed at the meetings of the Audit Committee and the Board
of Directors of the Company.

28. ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the
Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act,
2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are
placed on the website of the Company and is accessible at the weblink
https.y/mahamavaQroup.in/annual-retum/

29. 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 statement in terms of Section 134 of the Act.

Your Directors state that:

1. In the preparation of the annual accounts for the year ended 31^st March, 2025, the
applicable accounting standards have been followed and there are no material
departures from the same:

2. the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company as at 31^st
March, 2025 and of the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities:

4. the Directors have prepared the annual accounts on a ''going concern'' basis;

5. the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and

6. the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and
operating effectively.

30. AUDITORS AND AUDITOR OBSERVATION

STATUTORY AUDITOR

Pursuant to Section 139 of the Companies Act, 2013, rules made there under, the Board of
Directors on the recommendation of the Audit Committee appointed M/s KPRK & Associates,
Chartered Accountants, Nagpur (Firm Registration No. 103051W) as the Statutory Auditors of the
Company for the period of five financial years from the conclusion of 33^ra Annual General Meeting
till the conclusion of the 38^ Annual General Meeting of the Company to be held in the year 2026.
Further the shareholders’ approval has been accorded in the AGM held on 24^th September, 2021.

During the Financial Year 2024-25, no frauds have either occurred or noticed and/or reported by
the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014 (as amended from time to time).

The observations, if any, made by the Statutory Auditors in their Audit Report read with the relevant
notes thereof as stated in the Notes to the Audited Financial Statements of the Company for the
Financial Year ended 31^st March, 2025 are self-explanatory and being devoid of any
reservation(s), qualification(s) or adverse remark(s) etc; and do not call for any further
information(s)/ explanation(s) or comments from the Board under Section 134(3)(f)(i) of the
Companies Act, 2013.

During the year under review, the Auditors have not reported any matter under Section 143 (12) of
the Act and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

COST AUDITOR

In terms of Section 148 of the Act, the Company is required to have the audit of its cost records
conducted by a Cost Accountant. In this connection, the Board of Directors of the Company has
on the recommendation of the Audit Committee, approved the re-appointment of M/s Sanat Joshi
& Associates, Cost Accountants (Firm Registration no. 000506), Raipur as the Cost Auditors of
the Company for the Financial year 2025-26.

M/s Sanat Joshi & Associates, have confirmed that they are free from disqualification specified
under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that
the appointment meets the requirements of the Act. They have further confirmed their independent
status and an arm’s length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a
General Meeting for their ratification. Accordingly, a resolution seeking Members'' ratification for
the remuneration payable to M/s. M/s Sanat Joshi & Associates, Cost Accountants, forms part of
the Notice of the 37^ Annual General Meeting forming part of this Annual Report.

The Company has maintained such accounts and records as per the aforesaid provisions and
further the filling of Cost Audit Report for the financial year ended 31^st March, 2025 with the Ministry
of Corporate Affairs in XBRL Mode shall take place within the time limit prescribed under the
Companies Act, 2013.

INTERNAL AUDITOR

Internal Auditor Pursuant to Section 138 of the Companies Act, 2013, your Company has appointed
Mr. Subhash Rao as Internal Auditor of the Company, to conduct internal audit of the functions and
activities of the Company to audit for the for Financial Year 2025-26.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Act and the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014, the Board has appointed Mr. Nitesh Jain, Practicing Company
Secretary (Membership No.: FCS No 8216, CP No. 9273) as the Secretarial Auditor of the
Company to conduct Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the financial year ended 31^s1 March, 2025 is annexed herewith
marked as Annexure-E to this Report. The said Secretarial Audit Report contains qualifications on
fines / nenalties as below:

S.No.	Observation/Remarks of the PCS	Management Response
1	The Company had not complied with Regulation 29(2) / 29(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to non-disclosure of Agenda Item on Dividend (though not declared) in the Prior Intimation of Board Meeting given on 20.05.2024 which was held on 27.05.2024 mainly for considering and adopting Audited Financial Results for the quarter and year ended 31.03.2024 and subsequently fine of Rs. 10000/- was levied by	The Company has paid the said fine amount and complied. They further emphasized the need for ongoing vigilance in all compliance-related activities to avoid similar issues in the future.

National Stock Exchange of India Limited NSE. The Company has paid the said fine amount and complied.

Further Board on recommendation of the Audit Committee, has approved the appointment of Mr.
Nitesh Jain, Practicing Company Secretary (Membership No.: FCS No 8216, CP No. 9273), as
Secretarial Auditors of the Company subject to approval of the Members of the Company at the
ensuing Annual General Meeting ("AGM”) for a period of Five (5) consecutive years from
commencing from Financial Year 2025 -26 till Financial Year 2029-30 at such remuneration as
shall be fixed by the Board of Directors of the Company.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE
EARNINGS AND OUTGO

The Information on conservation of energy, technology absorption, foreign exchange earnings and
out go, which is required to be given pursuant to the provisions of section 134(3)(m)of the
Companies Act, 2013, read with Rule 8(3) of Companies (Account) Rules, 2014 is annexed hereto
marked as Annexure-F and forms part of this report.

32. LISTING OF SHARES

The Equity Shares of the Company are continued to be listed and actively traded on the Bombay
Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The listing
fees payable for the financial year 2024-25 has been paid to both the Stock Exchanges (BSE &
NSE).

33. GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Buy back of Shares.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme
save or ESOS.

4. Instances with respect to voting rights not exercised directly by the employees of Company.

5. Except Mrs Rekha Agrawal, Executive Director neither Managing Director nor any Executive
Director or the CFO, CS of the Company receives any remuneration or commission from any
other Company.

During the year 2024-25, Mrs Rekha Agrawal do not receive any remuneration from Mahamaya
Steel Industries Limited instead she is getting remuneration from one of our group company M/s
Devi Iron & Power Private Limited w.e.f 1^st October, 2023.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company’s operations in future.

7. None of the auditors of the Company have reported any fraud as specified under the second
proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s)
or re-enactment(s) thereof for the time being in force.

Your Directors further state that during the year under review, there were no cases filed pursuant
to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

34. OTHER DISCLOSURES

1. There was no change in the nature of business of the Company as stipulated under sub-rule
5(ii) of Rule 8 of Companies (Accounts) Rules, 2014.

2. There is no application made or proceeding pending under the Insolvency and Bankruptcy Code,
2016 during the financial year 2024-25.

3. There was no instance of one-time settlement with any Bank or Financial Institution.

4. There is no requirement of web link of policy for determining ‘material’ subsidiaries is disclosed
as Company has no subsidiaries during 2024-25.

35. EMPLOYEE RELATIONS

Employee relations throughout the Company were harmonious. The Board wishes to place on
record its sincere appreciation of the devoted efforts of all the employees in advancing the
Company’s vision and strategy to deliver good performance.

36. GREEN INITIATIVE

As part of our green initiative, the soft copies of this Annual Report including the Notice of the 37^th
AGM is being sent to all the members whose email addresses are registered with the Company /
Depository Participant(s) in accordance with MCA and SEBI circulars.

The Company is providing e-voting facility to all its members to cast their votes electronically on all
resolutions set forth in.

ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratitude and appreciation for all the employees at
all levels for their hard work, solidarity, cooperation and dedication during the year. The Board
conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers,
regulatory and government authorities for their continued support.

Place: Raipur By Order of the Board

Date: 1^st September, 2025

Rajesh Agrawal
Managing Director
DIN:00806417

---

Mar 31, 2024

The Directors are pleased to present the Company''s 36^th Annual Report on the business and operations of Mahamaya Steel Industries Limited, along with the summary of the Audited Standalone and Consolidated Financial Statements for the financial year ended 31®'' March, 2024

1. FINANCIAL RESULTS			(Figures In Lacs)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	78382 88	64977.18	78382.88	64977.18
Other Income	142.31	97.04	142.31	97.04
Total Revenue	78525.19	65074.22	78525.19	65074.22
Profit/Loss before Finance Cost, Depreciation &	1773.18	1478.11	1773.18	1478.11
Amortization Expense and Tax Finance Cost	514.52	320.31	514.52	320.31
Profit/(Loss) before Depreciation & Tax	1258.66	1157.80	1258.66	1157.80
Depreciation	700.07	629.78	700.07	629.78
Profit/(Loss) before Tax & Exceptional Items	558.59	528.02	558.59	528.02
Add: Exceptional Items	113.77	73.04	113.77	73.04
Profit/(Loss) before Tax	627 36	601.06	672.36	601.06
Share of Profit/(loss) of Associates	-	-	192.78	127.23
Provision for Tax Less Current Tax	206.10	201.50	206.10	201.50
Deferred Tax	(12.67)	(17.55)	(12.67)	(17.55)
Net Profit / (Loss) after Tax	478.93	417.11	671.71	544.34
Other Comprehensive Income	14.19	16.79	14.19	16.79
Total Comprehensive Income	493.12	433.89	685.90	561.12
Face Value per Equity	10	10	10	10
Earnings Per Share (in Rs.) Basic	2.91	2.54	4.09	3.31
Diluted	291	2.54	4.09	3.31

2. RESULTS OF OPERATION AND STATE OF COMPANY’S AFFAIRS

During the year under review the Company had achieved a total revenue from operations Rs 78382 88 Lacs as against Rs. 64977.18 Lacs in the last Financial Year. Further the Profit before tax stood at Rs. 627.36 Lacs as against Rs. 601.06 Lacs in the last Financial Year.

3. FUTURE OUTLOOK:

With a larger base of the order book to begin FY25, the roadmap is quite steady to deliver higher growth in the coming years. The company plans to further growth systematically to build over the larger base. The company aims to grow the order book much faster from hereon, considering the growth visible in the CAPEX cycle across Industries

Further, the Company focuses on building a strong reputation as a responsible corporate citizen and a track record of delivering longer-term stakeholder value. It can significantly enhance the company''s brand value, which is a quantifiable measure of its social and relationship capital with stakeholders.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of Financial Year 2023-24 and the date of this report.

5. DIVIDEND & RESERVES

The Directors have decided to conserve the resources in long run. as a result, the Directors do not recommend any Dividend on Equity Shares for the financial year ended 31⁸'' March, 2024

During the year under review, no transfer is proposed to the General Reserve. An amount of Rs 493.12 Lacs is proposed to be retained as Surplus in the Statement of Profit and Loss.

6. REDEMPTION OF PREFERENCE SHARES

During the year under review 10,00,000 8% Redeemable Non-Convertible Non-Cumulative Preference Shares were redeemed at a premium in accordance with the terms of issue aggregating to Rs. 2,00,00,000 being the redemption of fourth tranch.

7. SHARE CAPITAL

During the financial year under review, there is change in the debt component of Share Capital due to redemption of 10,00,000 8% Redeemable Non-Convertible Non-Cumulative Preference Shares. Further there is no change in Equity Component of Share Capital.

There was no public issue, right issue, bonus issue or preferential issue, etc during the year under review.

8. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there are no changes in the nature of the business of the Company.

9. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES & CONSOLIDATED FINANCIAL STATEMENTS

As on 31^st March, 2024 the company have one associate M/s Abhishek Steel Industries Limited, and do not have any subsidiary and Joint Venture Companies. Dunng the year under review, no other Company became or ceased to become Subsidiary, Joint Venture or Associate Company. As per Regulation 33 of the Securities and Exchange Board Regulations, 2015 (hereinafter referred to as “Listing Regulations’¹) and Section 129(3) of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial Year 2023-24 have been prepared in compliance with applicable accounting standards and on the basis of audited financial statement of the Company, its associate Company, as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors'' Report form part of this Annual Report.

Further a statement containing the salient features of the financial statement of our associate in the prescribed format AOC-1 is appended as Annexure-A to the Director''s Report.

The audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its associates are available on our website www.mahamavagroup.in. These documents will also be available for inspection during business hours at registered office of the Company.

10. SEGMENT REPORTING

The Company is engaged in the Steel Structural business only and therefore there is only one reportable segment in accordance with the Indian Accounting Standard (Ind AS) 108 Operating Segments.

11. QUALITY

Your Company has continued emphasis on Research & Development. A dedicated Quality Assurance (“QA”) team is monitoring product quality. Your Company strives to be industry leader by adopting modern technology.

12. INSURANCE

All assets of the Company, including Building, Plant & Machinery, Stocks etc., wherever necessary and to the extent required, have been adequately insured.

13. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

14. SECRETARIAL STANDARDS

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

15. PARTICULARS OF CONTRACTS AND ARRANGEMENTSWITH RELATED PARTY

All related party transactions, contracts or arrangements that were entered into, during the financial year under review, were on an arms-length basis and in the ordinary course of business. The Company has adhered to its “Policy on Related Party Transactions and Materiality of Related Party Transactions” while pursuing all Related Party transactions.

Further, during the year, the Company had entered into contract/ arrangement / transaction with related parties which are material in accordance with SEBI LODR Regulations and with the policy of the Company on materiality of related party transactions, for that prior approval was taken in the last AGM via Special Resolution

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-B in Form AOC-2 and the same forms part of this report.

Further The Company has put up a Ordinary Resolution in the Notice of the ensuing AGM for the Shareholder''s approval in order to enter in to transaction with related parties which may result in material transaction in terms of SEBI LODR Regulations and with the policy of the Company on materiality of related party transactions

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Disclosures pertaining to remuneration and other details 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 are enclosed with this report as Annexure-C.

18. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 are complied with, a separate section titled Report on Corporate Governance together with a Certificate from the Practicing Company Secretary forms part of this Report.

A detailed Management Discussion & Analysis forms part of this Report.

19. MEETINGS

Board Meetings

During the year, Ten Board Meetings were convened and held the details of which are given in the Corporate Governance Report The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013,

Committee Meetings

During the year Nine Audit Committee Meetings, Four Nomination & Remuneration Committee Meetings and Four Stakeholders Relationship Committee Meetings were convened and held the details of which are given in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Meeting of Independent Directors

During the year under review, the Independent Directors met on 4^,h March, 2024, inter alia, to:

a) Review the performance of Non Independent Directors, and the Board of Directors as a whole.

b) Review the performance of the Managing Director of the Company, taking into account the views of the Executive and Non-Executive Directors.

c) Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at this meeting. The observations made by the Independent Directors have been adopted and put into force.

20. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received a declaration from the Independent Directors confirming that they meet the criteria of independence as prescnbed under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1 )(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as the Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 of the Act, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed about their enrollment in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs

21. BOARD EVALUATION

Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors. In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Managing Director was evaluated, taking into account the views of other directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of such familiarization programme can be accessed on the Company’s website at www.mahamavaaroup.in

23. POLICIES

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated and implemented the following policies. All the Policies are available on Company''s website (www.mahamavaaroup.in1 under the heading “Policies''''. The policies are reviewed periodically by the Board and updated based on need and requirements

Whistle Blower & Vigil Mechanism Policy

VWiistie Blower Policy of the Company includes in its scope any instances related to Insider Trading and also provides access to the Employees of the Company to report the instances of leak of Unpublished Price Sensitive Information or suspected leak of Unpublished Price Sensitive Information. The Company has established Vigil Mechanism for the Directors and Employees of the Company to report serious and genuine unethical behavior, actual or suspected fraud and violation of the Company''s code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. None of the employees of the Company has been denied access to the Audit Committee.

Mrs. Jaswinder Kaur Mission Company Secretary and Compliance Officer of the Company, has been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Whistle Blower & Vigil Mechanism policy can be accessed on the Company''s website on at htlps://iimhanuivauroup.iiy\vp-conlcnl/nploads/2()22/<)9/MSlL-WHISTLE-BLOWER-POLICY pdf

https://niahamayagroup.in/wp-content/uploads/2022/09/MSIL-WHISTLE-BLOWER-POLICY.pdf

Policy for Related Party Transactions

In line with the requirements of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions. The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.

The Policy on Related Party Transaction can be accessed on the Company''s website at https.//mahamavaaroup.in/wp-content/uploads/2022/09/Policv-on-Related-Partv-T ransaction.pdf

Code of conduct for Director(s) and Senior Management Personnel

The Company has adopted a Code of Conduct for the Senior Management Personnel, Directors (executive / non-executive) including a code of conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Act.

The above code can be accessed on the Company''s website at https://mahamavaaroup.in/wp-

content/uploads/2022/09/Code-of-Conduct-of-Board-of-Directors-and-Senior-Manaaement-

Personnel.pdf

Risk Management Policy

The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the new Companies Act, 2013. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.

Nomination and Remuneration Policy

In line with the requirements of Section 178 Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015, the Company has formulated a Nomination & Remuneration Policy.

The Nomination & Remuneration policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors, Key Managerial Personnel and Senior Management. This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees. It also provides the manner for effective evaluation of performance of Board, its committees and individual directors.

The Nominaton and Remuneration policy can be accessed on the Company''s website at https /Zmahamavagroup in/wp-content/uploads/2022/09/Nomination-and-Remuneration-Policv.pdf

Policy for Determination of Materiality of an Event or Information

In line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy for determination of materiality-based events.

The Policy for Determination of Materiality of an Event or Information can be accessed on the Company''s website at https://mahamavaqroup.in/wp-content/uploads/2022/09/Policv-on-Criteria-for-dertermininq-materialitv-of-evidence.pdf

Document Retention & Archival Policy

In pursuant to Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has adopted Document Retention & Archival Policy.

The Policy for Document Retention & Archival Policy can be accessed on the Company''s website at https://mahamavaqroup.in/wp-content/uploads/2022/09/Document-Retention^and-

Archival-Policv.pdf

Insider Trading -Code of Conduct

In pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 and SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2019 the Company has adopted revised Insider Trading Code. The Code provides framework for dealing with the securities of Company in mandated manner.

The above Insider Trading-code of conduct can be accessed on the Company''s website at https /Zmahamavagroup in/wp-content/uploads/2022/09/Code-of-Conduct-for-Monitorinq-and-Prevention-of-lnsider-Tradinq.pdf

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated a Fair Disclosure Code for fair disclosure of Unpublished Price Sensitive Information ("UPSI”) which includes therein the policy for determination of "Legitimate purposes for sharing UPSI” annexed with the above mentioned Code of Conduct for Monitoring and Prevention of Insider Trading.

Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”)

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted a written policy and procedures for inquiry in case of leak of unpublished pnce sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries annexed with the above mentioned Code of Conduct for Monitoring and Prevention of Insider Trading,

Corporate Social Responsibility Policy

The Corporate Social Responsibility Policy (hereinafter “CSR Policy) of the Company has been prepared pursuant to Section 135 of the Companies Act, 2013 and the CSR Rules, The CSR policy serves as the referral document for all CSR-related activities at the Company. CSR Policy relates to the activities to be undertaken by the Company as specified in schedule VII and other amendments/circulars thereon to the Companies Act, 2013.

The CSR Policy can be accessed on the Company''s website at https://mahamavaqroup.in/wp-content/uploads/2022/09/CSR-Policv.pdf

24. CORPORATE SOCIAL RESPONSIBILTY

The Company had constituted Corporate Social Responsibility (CSR) Committee in compliance with the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Committee was consisting of Mr, Rajesh Agrawal as Chairman and Mr Suresh Prasad Agrawal & Mr. Uday Raj Singhania as members.

The disclosures with respect to CSR activities for the Financial year 2023-24 are given in Annexure - D

In the Board Meeting dated 28^th June, 2021 the Company has dissolved the Corporate Social Responsibility Committee as it no longer fall under the criteria of constituting and maintaining CSR committee as per the new Corporate Social Responsibility Policy) Amendment Rules, 2021 notified on 22^nd January, 2021 as the amount required to be spent in CSR Activities does not exceed 50 lacs and the functions of such committee shall be performed by the board of directors of the company.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year there has been no change in the Director''s and KM P''s of the Company.

Mr. Udayraj Singhania (DIN: 02465416), Mr. Rajesh Lunia (DIN: 08441126) Mrs. Vanitha Rangaiah (DIN: 09211334) are the Independent Directors of the Company.

Mr, Rajesh Agrawal, Managing Director. Mr Suresh Raman Executive Director & Chief Financial Officer and Mrs. Jaswinder Kaur Mission, Company Secretary are the KMPs of the Company as per the provisions of the Act.

Term of Mr. Rajesh Lunia an Independent Director is expire on 3^,d May, 2024, necessary resolution proposing his reappointment as Independent Director for further term of five years is proposed for the approval by the members at the ensuing Annual General meeting of the Company. The Board recommends his appointment for approval of the members of the Company.

Mr. Suresh Raman (DIN: 07562480), retires by rotation as Director at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

The resolutions proposing the reappointment of the Directors are set out in the notice convening Annual General Meeting for approval of members. The Board recommends for approval of the same Brief resume of the director who are proposed to be reappointed at the ensuring Annual General meeting, as required as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard is provided in the notice convening this Annual General Meeting of the Company.

26. COMMITTEES OF THE BOARD

For the Financial year 2023-24 the Board had 3 Committees the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report Section of this Annual Report.

27. RISK MANAGEMENT

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action. Risks are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

28. ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act. 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the weblink https.//mahamavaqroup.in/annual-return/

29. 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 statement in terms of Section 134 of the Act.

Your Directors state that:

1. In the preparation of the annual accounts for the year ended 31^s* March. 2024, the applicable accounting standards have been followed and there are no material departures from the same;

2, the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^s’ March, 2024 and of the profit of the Company for the year ended on that date;

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

4. the Directors have prepared the annual accounts on a ‘going concern'' basis;

5, the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

8. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

30. AUDITORS AND AUDITOR OBSERVATION

STATUTORY AUDITOR

Pursuant to Section 139 of the Companies Act. 2013, rules made there under, the Board of Directors on the recommendation of the Audit Committee appointed M/s KPRK & Associates, Chartered Accountants, Nagpur (Firm Registration No. 103051W) as the Statutory Auditors of the Company for the period of five financial years from the conclusion of 33^,d Annual General Meeting till the conclusion of the 38th Annual General Meeting of the Company to be held in the year 2026. Further the shareholders'' approval has been accorded in the AGM held on 24th September, 2021.

During the Financial Year 2023-24, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

The observations, if any, made by the Statutory Auditors in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2024 are self-explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc; and do not call for any further information(s)/ explanation(s) or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act

COST AUDITOR

In terms of Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the re-appointment of M/s Sanat Joshi & Associates, Cost Accountants (Firm Registration no, 000506), Raipur as the Cost Auditors of the Company for the Financial year 2024-25.

M/s Sanat Joshi & Associates, have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets the requirements of the Act. They have further confirmed their independent status and an arm''s length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members'' ratification for the remuneration payable to M/s. M/s Sanat Joshi & Associates, Cost Accountants, forms part of the Notice of the 36^th Annual General Meeting forming part of this Annual Report.

The Company has maintained such accounts and records as per the aforesaid provisions and further the filling of Cost Audit Report for the financial year ended 31st March, 2023 with the Ministry of Corporate Affairs in XBRL Mode shall take place within the time limit prescnbed under the Companies Act, 2013.

INTERNAL AUDITOR

Internal Auditor Pursuant to Section 138 of the Companies Act, 2013, your Company has appointed Mr. Subhash Rao as Internal Auditor of the Company, to conduct internal audit of the functions and activities of the Company to audit for the for Financial Year 2024-25

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board on recommendation of Audit Committee has re-appointed Mr. Nitesh Jain, Practicing Company Secretary (Membership No. 8216, CP No. 9273) as the Secretarial Auditor of your Company to conduct Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended 31^s* March, 2024 is annexed herewith marked as Annexure-E to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO

The Information on conservation of energy, technology absorption, foreign exchange earnings and out go, which is required to be given pursuant to the provisions of section 134(3)(m)of the Companies Act, 2013, read with Rule 8(3) of Companies (Account) Rules, 2014 is annexed hereto marked as Annexure-F and forms part of this report.

32. LISTING OF SHARES

The Equity Shares of the Company are continued to be listed and actively traded on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The listing fees payable for the financial year 2023-24 has been paid to both the Stock Exchanges (BSE & NSE).

33. GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save or ESOS.

4. Instances with respect to voting rights not exercised directly by the employees of Company.

5. Neither the Executive Director nor the CFO of the Company receives any remuneration or commission from any other Company

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

7. None of the auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force.

Your Directors further state that dunng the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 2013.

34. OTHER DISCLOSURES

1. There was no change in the nature of business of the Company as stipulated under sub-rule 5(ii) of Rule 8 of Companies (Accounts) Rules, 2014.

2. There is no application made or proceeding pending under the Insolvency and Bankruptcy Code. 2016 during the financial year 2023-24.

3. There was no instance of one-time settlement with any Bank or Financial Institution

4. There is no requirement of web link of policy for determining material'' subsidiaries is disclosed as Company has no subsidiaries during 2023-24

35. EMPLOYEE RELATIONS

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all the employees in advancing the Company''s vision and strategy to deliver good performance.

ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, regulatory and government authorities for their continued support.

---

Mar 31, 2023

The Directors are pleased to present the Company’s 35^th Annual Report on the business and operations of Mahamaya Steel Industries Limited, along with the summary of the Audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March, 2023.

1. FINANCIAL RESULTS

			(Figures In Lacs)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	64977.18	49532.47	64977.18	49532.46
Other Income	97.04	43.77	97.04	43.77
Total Revenue	65074.22	49576.24	65074.22	49576.24
Profit/Loss before Finance Cost, Depreciation &	1478.11	1587.80	1478.11	1587.80
Amortization Expense and Tax Finance Cost	320.31	502.80	320.31	502.80
Profit/(Loss) before Depreciation & Tax	1157.80	1085.00	1157.80	1085.00
Depreciation	629.78	592.87	629.78	592.87
Profit/(Loss) before Tax & Exceptional Items	528.02	492.12	528.02	492.12
Add: Exceptional Items	73.04	0	73.04	0
Profit/(Loss) before Tax	601.06	492.12	601.06	492.12
Share of Profitf(loss) of Associates	-	-	127.23	174.96
Provision for Tax Less: Current Tax	201.50	223.50	201.50	223.50
Deferred Tax	(17.55)	(46.05)	(17.55)	(46.05)
Net Profit / (Loss) after Tax	417.11	314.67	544.34	489.64
Other Comprehensive Income	16.79	21.01	16.79	21.01
Total Comprehensive Income	433.89	335.69	561.12	510.65
Face Value per Equity	10	10	10	10
Earnings Per Share (in Rs.) Basic	2.54	2.13	3.31	3.31
Diluted	2.54	2.13	3.31	3.31

2. RESULTS OF OPERATION AND STATE OF COMPANY’S AFFAIRS

During the year under review the Company had achieved a total revenue from operations Rs. 64977.18 Lacs as against Rs. 49575.24 Lacs in the last Financial Year. Further the Profit before tax stood at Rs. 601.05 Lacs as against Rs. 492.12 Lacs in the last Financial Year.

3. FUTURE OUTLOOK:

With a larger base of the order book to begin FY24, the roadmap is quite steady to deliver higher growth in the coming years. The company plans to further growth systematically to build over the larger base. The company aims to grow the order book much faster from hereon, considering the growth visible in the CAPEX cycle across Industries.

Further, the Company focuses on building a strong reputation as a responsible corporate citizen and a track record of delivering longer-term stakeholder value. It can significantly enhance the company’s brand value, which is a quantifiable measure of its social and relationship capital with stakeholders.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of Financial Year 2022-23 and the date of this report.

5. DIVIDEND & RESERVES

The Directors have decided to conserve the resources in long run, as a result, the Directors do not recommend any Dividend on Equity Shares for the financial year ended 31^st March, 2023.

During the year under review, no transfer is proposed to the General Reserve. An amount of Rs. 4733.89 Lacs is proposed to be retained as Surplus in the Statement of Profit and Loss.

6. REDEMPTION OF PREFERENCE SHARES

During the year under review 10,00,000 8% Redeemable Non-Convertible Non-Cumulative Preference Shares were redeemed at a premium in accordance with the terms of issue aggregating to Rs. 2,00,00,000 being the redemption of fourth tranch.

7. SHARE CAPITAL

During the financial year under review, there is change in the debt component of Share Capital due to redemption of 10,00,000 8% Redeemable Non-Convertible Non-Cumulative Preference Shares. Further there is no change in Equity Component of Share Capital.

There was no public issue, right issue, bonus issue or preferential issue, etc during the year under review.

8. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there are no changes in the nature of the business of the Company.

9. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES & CONSOLIDATED FINANCIAL STATEMENTS

As on 31^st March, 2023 the company have one associate M/s Abhishek Steel Industries Limited, and do not have any subsidiary and Joint Venture Companies. During the year under review, no other Company became or ceased to become Subsidiary, Joint Venture or Associate Company. As per Regulation 33 of the Securities and Exchange Board Regulations, 2015 (hereinafter referred to as “Listing Regulations”) and Section 129(3) of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial Year 2022-23 have been prepared in compliance with applicable accounting standards and on the basis of audited financial statement of the Company, its associate Company, as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors’ Report form part of this Annual Report.

Further a statement containing the salient features of the financial statement of our associate in the prescribed format AOC-1 is appended as Annexure-A to the Director’s Report.

The audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its associates are available on our website www.mahamavaarouo.in. These documents will also be available for inspection during business hours at registered office of the Company.

10. SEGMENT REPORTING

The Company is engaged in the Steel Structural business only and therefore there is only one reportable segment in accordance with the Indian Accounting Standard (Ind AS) 108 Operating Segments.

11. QUALITY

Your Company has continued emphasis on Research & Development. A dedicated Quality Assurance (“QA”) team is monitoring product quality. Your Company strives to be industry leader by adopting modern technology.

12. INSURANCE

All assets of the Company, including Building, Plant & Machinery, Stocks etc., wherever necessary and to the extent required, have been adequately insured.

13. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

14. SECRETARIAL STANDARDS

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

15. PARTICULARS OF CONTRACTS AND ARRANGEMENTSWITH RELATED PARTY

All related party transactions, contracts or arrangements that were entered into, during the financial year under review, were on an arms-length basis and in the ordinary course of business. The Company has adhered to its “Policy on Related Party Transactions and Materiality of Related Party Transactions” while pursuing all Related Party transactions.

Further, during the year, the Company had entered into contract/ arrangement / transaction with related parties which are material in accordance with SEBI LODR Regulations and with the policy of the Company on materiality of related party transactions, for that prior approval was taken in the last AGM via Special Resolution.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-B in Form AOC-2 and the same forms part of this report.

Further The Company has put up a Ordinary Resolution in the Notice of the ensuing AGM for the Shareholder’s approval in order to enter in to transaction with related parties which may result in material transaction in terms of SEBI LODR Regulations and with the policy of the Company on materiality of related party transactions.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Disclosures pertaining to remuneration and other details 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 are enclosed with this report as Annexure-C.

18. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with, a separate section titled Report on Corporate Governance together with a Certificate from the Practicing Company Secretary forms part of this Report.

A detailed Management Discussion & Analysis forms part of this Report.

19. MEETINGSBoard Meetings

During the year, Twelve Board Meetings were convened and held the details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Committee Meetings

During the year Ten Audit Committee Meetings, Four Nomination & Remuneration Committee Meetings and Four Stakeholders Relationship Committee Meetings were convened and held the details of which are given in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Meeting of Independent Directors

During the year under review, the Independent Directors met on 1^st March, 2023, inter alia, to:

a) Review the performance of Non Independent Directors, and the Board of Directors as a whole.

b) Review the performance of the Managing Director of the Company, taking into account the views of the Executive and Non-Executive Directors.

c) Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at this meeting. The observations made by the Independent Directors have been adopted and put into force.

20. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received a declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1 )(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as the Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 of the Act, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed about their enrollment in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs.

21. BOARD EVALUATION

Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors. In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Managing Director was evaluated, taking into account the views of other directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of such familiarization programme can be accessed on the Company’s website at www.mahamayaqroup.in

23. POLICIES

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated and implemented the following policies. All the Policies are available on Company''s website (www.mahamavaqroup.in) under the heading "Policies". The policies are reviewed periodically by the Board and updated based on need and requirements.

Whistle Blower & Vigil Mechanism Policy

Whistle Blower Policy of the Company includes in its scope any instances related to Insider Trading and also provides access to the Employees of the Company to report the instances of leak of Unpublished Price Sensitive Information or suspected leak of Unpublished Price Sensitive Information. The Company has established Vigil Mechanism for the Directors and Employees of the Company to report, serious and genuine unethical behavior, actual or suspected fraud and violation of the Company''s code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. None of the employees of the Company has been denied access to the Audit Committee.

Mrs. Jaswinder Kaur Mission Company Secretary and Compliance Officer of the Company, has been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Whistle Blower & Vigil Mechanism policy can be accessed on the Company’s website on at

https://mahamayagroup.in/wp-content/uploads/2022/09/MSIL-WHISTLE-BLOWER-

POLICY.pdf

https://mahamayagroup.rn/wp-content/uploads/2022/09/MSIL-WHISTLE-BLOWER-

POLICY.pdf

Policy for Related Party Transactions

In line with the requirements of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions. The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.

The Policy on Related Party Transaction can be accessed on the Company''s website at https://mahamavaqroup.in/wp-content/uploads/2022/09/Policv-on-Related-Partv-Transaction.pdf

Code of conduct for Director(s) and Senior Management Personnel

The Company has adopted a Code of Conduct for the Senior Management Personnel, Directors (executive / non-executive) including a code of conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Act.

The above code can be accessed on the Company''s website at https://mahamayaqroup.in/wp-

content/uploads/2022/09/Code-of-Conduct-of-Board-of-Directors-and-Senior-Manaqement-

Personnel.pdf

Risk Management Policy

The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the new Companies Act, 2013. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.

Nomination and Remuneration Policy

In line with the requirements of Section 178 Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Nomination & Remuneration Policy.

The Nomination & Remuneration policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors, Key Managerial Personnel and Senior Management. This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees. It also provides the manner for effective evaluation of performance of Board, its committees and individual directors.

The Nomination and Remuneration policy can be accessed on the Company''s website at https.y/mahamavaaroup.in/wp-content/uploads/2022/09/Nomination-and-Remuneration-Policv.Ddf

Policy for Determination of Materiality of an Event or Information

In line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy for determination of materiality-based events.

The Policy for Determination of Materiality of an Event or Information can be accessed on the Company’s website at https://mahamavagroup.in/wp-content/uploads/2022/09/Policy-on-Criteria-for-dertermining-materiality-of-evidence.pdf

Document Retention & Archival Policy

In pursuant to Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has adopted Document Retention & Archival Policy.

The Policy for Document Retention & Archival Policy can be accessed on the Company''s website at https://mahamavaqroup.in/wp-content/uploads/2022/09/Document-Retention-and-

Archival-Policy.pdf

Insider Trading -Code of Conduct

In pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 and SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2019 the Company has adopted revised Insider Trading Code. The Code provides framework for dealing with the securities of Company in mandated manner.

The above Insider Trading-code of conduct can be accessed on the Company’s website at

https://mahamavaqroup.in/wp-content/uploads/2022/09/Code-of-Conduct-for-Monitorinq-and-

Prevention-of-lnsider-Tradinq.pdf

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated a Fair Disclosure Code for fair disclosure of Unpublished Price Sensitive Information (“UPSI") which includes therein the policy for determination of “Legitimate purposes for sharing UPSI” annexed with the above mentioned Code of Conduct for Monitoring and Prevention of Insider Trading.

Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”)

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of

unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries annexed with the above mentioned Code of Conduct for Monitoring and Prevention of Insider Trading.

Corporate Social Responsibility Policy

The Corporate Social Responsibility Policy (hereinafter ''CSR Policy) of the Company has been prepared pursuant to Section 135 of the Companies Act, 2013 and the CSR Rules. The CSR policy serves as the referral document for all CSR-related activities at the Company. CSR Policy relates to the activities to be undertaken by the Company as specified in schedule VII and other amendments/circulars thereon to the Companies Act, 2013.

The CSR Policy can be accessed on the Company’s website at https://mahamavaqroup.in/wp-content/uploads/2022/09/CSR-Policv.pdf

24. CORPORATE SOCIAL RESPONSIBILITY

The Company had constituted Corporate Social Responsibility (CSR) Committee in compliance with the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Committee was consisting of Mr. Rajesh Agrawal as Chairman and Mr. Suresh Prasad Agrawal & Mr. Uday Raj Singhania as members.

The disclosures with respect to CSR activities for the Financial year 2022-23 are given in Annexure - D

In the Board Meeting dated 28^th June. 2021 the Company has dissolved the Corporate Social Responsibility Committee as it no longer fall under the criteria of constituting and maintaining CSR committee as per the new Corporate Social Responsibility Policy) Amendment Rules, 2021 notified on 22^nd January, 2021 as the amount required to be spent in CSR Activities does not exceed 50 lakhs and the functions of such committee shall be performed by the board of directors of the company.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year there has been no change in the Director''s and KMP’s of the Company.

Mr. Udayraj Singhania (DIN: 02465416), Mr. Rajesh Lunia (DIN: 08441126) Mrs. Vanitha Rangaiah (DIN: 09211334) are the Independent Directors of the Company.

Mr. Rajesh Agrawal, Managing Director, Mr. Suresh Raman Executive Director & Chief Financial Officer and Mrs. Jaswinder Kaur Mission, Company Secretary are the KMPs of the Company as per the provisions of the Act.

Term of Mr. Udayraj Singhania an Independent Director will expire on 21^st September, 2023, necessary resolution proposing his reappointment as Independent Director for further term of five years is proposed for the approval by the members at the ensuing Annual General meeting of the Company. The Board recommends his appointment for approval of the members of the Company.

Mrs. Rekha Agrawal (DIN: 00597156), retires by rotation as Director at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

The resolutions proposing the reappointment of the Directors are set out in the notice convening Annual General Meeting for approval of members. The Board recommends for approval of the same. Brief resume of the director who are proposed to be reappointed at the ensuring Annual General meeting, as required as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard is provided in the notice convening this Annual General Meeting of the Company.

26. COMMITTEES OF THE BOARD

For the Financial year 2022-23 the Board had 3 Committees the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report Section of this Annual Report.

27. RISK MANAGEMENT

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action. Risks are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

28. ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the weblink https://mahamavaQroup.in/annual-retum/

29. 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 statement in terms of Section 134 of the Act.

Your Directors state that:

1. In the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed and there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit of the Company for the year ended on that date;

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

4. the Directors have prepared the annual accounts on a going concern'' basis;

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

8. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

30. AUDITORS AND AUDITOR OBSERVATIONSTATUTORY AUDITOR

Pursuant to Section 139 of the Companies Act, 2013, rules made there under, the Board of Directors on the recommendation of the Audit Committee appointed M/s KPRK & Associates, Chartered Accountants, Nagpur (Firm Registration No. 103051W) as the Statutory Auditors of the Company for the period of five financial years from the conclusion of 33^ra Annual General Meeting till the conclusion of the 38th Annual General Meeting of the Company to be held in the year 2026. Further the shareholders'' approval has been accorded in the AGM held on 24th September, 2021.

During the Financial Year 2022 - 23, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

The observations, if any, made by the Statutory Auditors in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2023 are self-explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc; and do not call for any further information(s)/ explanation(s) or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

COST AUDITOR

In terms of Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the re-appointment of M/s Sanat Joshi & Associates, Cost Accountants (Firm Registration no. 000506), Raipur as the Cost Auditors of the Company for the Financial year 2023 -24.

M/s Sanat Joshi & Associates, have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets the requirements of the Act. They have further confirmed their independent status and an arm’s length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members’ ratification for the remuneration payable to M/s. M/s Sanat Joshi & Associates, Cost Accountants, forms part of the Notice of the 35^m Annual General Meeting forming part of this Annual Report.

The Company has maintained such accounts and records as per the aforesaid provisions and further the filling of Cost Audit Report for the financial year ended 31st March, 2023 with the Ministry of Corporate Affairs in XBRL Mode shall take place within the time limit prescribed under the Companies Act, 2013.

INTERNAL AUDITOR

Internal Auditor Pursuant to Section 138 of the Companies Act, 2013, your Company has appointed Mr. Subhash Rao as Internal Auditor of the Company, to conduct internal audit of the functions and activities of the Company to audit for the for Financial Year 2023-24.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board on recommendation of Audit Committee has re-appointed Mr. Nitesh Jain, Practicing Company Secretary (Membership No. 8216, CP No. 9273) as the Secretarial Auditor of your Company to conduct Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended 31^st March, 2023 is annexed herewith marked as Annexure-E to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO

The Information on conservation of energy, technology absorption, foreign exchange earnings and out go, which is required to be given pursuant to the provisions of section 134(3)(m)of the Companies Act, 2013, read with Rule 8(3) of Companies (Account) Rules, 2014 is annexed hereto marked as Annexure-F and forms part of this report.

32. LISTING OF SHARES

The Equity Shares of the Company are continued to be listed and actively traded on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The listing fees payable for the financial year 2022-23 has been paid to both the Stock Exchanges (BSE & NSE).

33. GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save or ESOS.

4. Instances with respect to voting rights not exercised directly by the employees of Company.

5. Neither the Executive Director nor the CFO of the Company receives any remuneration or commission from any other Company

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

7. None of the auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

34. OTHER DISCLOSURES

1. There was no change in the nature of business of the Company as stipulated under sub-rule 5(ii) of Rule 8 of Companies (Accounts) Rules, 2014.

2. There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2022-23.

3. There was no instance of one-time settlement with any Bank or Financial Institution.

4. There is no requirement of web link of policy for determining ‘material’ subsidiaries is disclosed as Company has no subsidiaries during 2022-23.

35. EMPLOYEE RELATIONS

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all the employees in advancing the Company’s vision and strategy to deliver good performance.

ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, regulatory and government authorities for their continued support.

---

Mar 31, 2018

The Directors have pleasure in presenting the 30^th Annual Report together with audited accounts of your Company for the year ended 31^st March, 2018.

(Rs. In Lacs)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	30291.22	28569.53	30291.22	28569.53
Other Income	172.80	165.12	172.80	165.12
Total Revenue	30464.02	28734.64	30464.02	28734.64
Profit/Loss before Finance Cost,	2269.25	1798.70	2269.25	1798.70
Depreciation & Amortization Expense and Tax Finance Cost	1157.81	1114.99	1157.81	1114.99
Profit/(Loss) before Depreciation & Tax	1114.44	685.72	1114.44	685.72
Depreciation	669.45	598.05	669.45	598.05
Profit/(Loss) before Tax & Exceptional Items	441.99	87.67	441.99	87.67
Add: Exceptional Items	(3.58)	199.01	(3.58)	199.01
Profit/(Loss) before Tax	438.41	286.68	438.41	286.68
Share of Profit/(loss) of Associates	-	-	(17.29)	(160.31)
Provision for Tax Less: Current Tax	86.52	78.11	86.52	78.11
Deferred Tax	98.49	(45.20)	98.28	(126.13)
Net Profit / (Loss) after Tax	253.40	253.77	236.33	174.39
Other Comprehensive Income	6.76	22.41	6.76	22.41
Total Comprehensive Income	260.16	276.18	243.08	196.80
Face Value per Equity	10	10	10	10
Earnings Per Share (in Rs.) Basic	1.87	1.87	1.74	1.29
Diluted	1.87	1.87	1.74	1.74

2. RESULTS OF OPERATION AND STATE OF COMPANY''S AFFAIRS

During the Financial Year ended 31^st March, 2018, the Company''s Revenue from Operations stood at Rs. 30291.22 Lacs as against Rs. 28569.33 Lacs in the previous year. Further Profit Before Tax stood at Rs. 438.41 Lacs against Rs. 286.68 Lacs in the previous year, thereby representing a very good growth during the year under review.

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of Financial Year 2017-18 and the date of this report.

3. DIVIDEND & RESERVES

The Directors have decided to consolidate Company''s finances during the current year. As a result, the Directors do not recommend any Dividend on Equity Shares for the financial year ended 31^st March, 2018.

During the year under review, no transfer is proposed to the General Reserve. An amount of Rs. 260.16 Lacs is proposed to be retained as Surplus in the Statement of Profit and Loss.

5. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there are no changes in the nature of the business of the Company.

6. INTERNAL FINANCIAL CONTROLS

In order to ensure that the policies and procedures adopted by the Company for conducting its business orderly and efficiently. Given the nature of business and size of operations, The Company''s Internal Control System has been designed to provide for accurate recording of transactions with internal checks and prompt reporting, adherence to applicable Accounting Standards and Policies, compliance with applicable statutes, policies and management policies and procedures & effective use of resources and safeguarding of assets.

Internal Control and Audit is an important procedure and the Audit Committee of your Company reviews all the control measures on a periodic basis and recommends improvements, wherever appropriate. The internal control is exercised through documented policies, guidelines and procedures. The system also meticulously records all transaction details and ensures regulatory compliance. The reports are reviewed by the Audit Committee of the Board.

7. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES & CONSOLIDATED FINANCIAL STATEMENTS

As on 31^st March, 2018 the company have one associate M/s Abhishek Steel Industries Limited, and do not have any subsidiary and Joint Venture Companies. During the year under review Mahamaya Charitable Foundation have been ceased from associate Company. As per Regulation 33 of the Securities and Exchange Board Regulations, 2015 (hereinafter referred to as "Listing Regulations") and Section 129(3) of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial Year 2017-18 have been prepared in compliance with applicable accounting standards and on the basis of audited financial statement of the Company, its associate Company, as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors'' Report form part of this Annual Report.

Further a statement containing the salient features of the financial statement of our associate in the prescribed format AOC-1 is appended as Annexure-A to the Director''s Report.

The audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its associates are available on our website www.mahamayagroup.in. These documents will also be available for inspection during business hours at registered office of the Company.

8. SECRETARIAL STANDARDS

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

9. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

All related party transactions, contracts or arrangements that were entered into, during the financial year under review, were on an arms-length basis and in the ordinary course of business. The Company has adhered to its "Policy on Related Party Transactions and Materiality of Related Party Transactions" while pursuing all Related Party transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.

Further, during the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-B in Form AOC-2 and the same forms part of this report.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

11. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto marked as Annexure - C and forms part of this report.

12. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with, a separate section titled Report on Corporate Governance together with a Certificate from the Practicing Company Secretary forms part of this Report.

A detailed Management Discussion & Analysis forms part of this Report.

13. MEETINGS

Board Meetings

During the year, Ten Board Meetings were convened and held the details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Audit Committee Meetings

During the year, Nine Audit Committee Meetings were convened and held the details of which are given in the Corporate Governance Report.

Nomination & Remuneration Committee Meetings

During the year, Four Nomination & Remuneration Committee Meetings were convened and held the details of which are given in the Corporate Governance Report.

Stakeholders Relationship Committee Meetings

During the year, Four Stakeholders Relationship Committee Meetings were convened and held the details of which are given in the Corporate Governance Report.

14. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31^st March, 2018, the Board consists of 7 directors, three of whom are Executive Directors and four are Independent Directors.

The Policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters as required under sub-section (3) of Section 178 of the Companies Act, 2013 is available on our website www.mahamavaaroup.in. There has been no change in the Policy since the last Financial Year. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

15. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Directors under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

16. BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders Relationship Committee. The Criteria applied in the evaluation process are explained in the Corporate Governance Report.

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the Company www.mahamayagroup.in.

18. POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our Corporate Governance Policies are available on our website (www.mahamayagroup.in). The policies are updated based on need and new compliance requirement.

In addition to its Code of Conduct and Ethics, key policies that have been adopted by the Company are as follows:

Whistleblower Policy (Policy on Vigil Mechanism):

The Company has adopted the whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s Code of Conduct and Ethics.

Nomination and Remuneration Policy:

This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive/non-executive) and also the criteria for determining the remuneration of the directors, key managerial personnel and other employees.

Related Party Transaction Policy:

The Policy regulates all transactions between the Company and its related parties.

Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting Trading by Insiders:

The Code provides the framework in dealing with securities of the Company.

Policy for determining materiality for disclosures:

This Policy applies to disclosures of material events of the Company, it deals with dissemination of unpublished, price-sensitive information.''

Document Retention and Archival Policy:

The Policy deals with the retention and archival of Corporate Records of the Company

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors, based on the recommendation of Nomination and Remuneration Committee, appointed Mr. Suresh Prasad Agrawal (DIN-01052928) as an Additional Director - Independent w.e.f. 20^th November, 2017 up to the date of ensuing Annual General Meeting.

Accordingly, it is proposed to appoint Mr. Suresh Prasad Agrawal as non-retiring Independent Director of the Company in accordance with Section 149 of the Companies Act, 2013 and applicable regulation of the Listing Regulations, to hold office upto 19^th November, 2022 i.e. for the tenure of 5 years.

Mr. Suresh Raman (DIN: 07562480), retires by rotation as Director at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. Manish Kumar Agrawal (DIN 02822174) and Mr. Atul Garg (02822051) are the Independent Directors of the Company.

Mr. Niraj Kansal (DIN 02513034), Independent Director, has resigned from directorship of the Company on 25^th June, 2018, due to other preoccupations. The Board placed on record its appreciation for the services rendered by Mr. Niraj Kansal during his tenure of directorship with the Company.

Mr. Sanjay Kumar Lilha have resigned from the post of Chief Executive Officer w.e.f. 20.11.2017.

Mr. Rajesh Agrawal, Managing Director, Mr. Suresh Raman Executive Director & Chief Financial Officer and Mrs. Jaswinder Kaur Mission, Company Secretary are the KMPs of the Company as per the provisions of the Act.

20. COMMITTEES OF THE BOARD

Currently the Board has 3 Committees the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee.

Further due to resignation of Mr. Niraj Kansal Independent Director from the Board and all Committees of the Board, Audit Committee, Nomination & Remuneration Committee, & Stakeholders Relationship Committees is reconstituted in the Board Meeting held on 29^th June, 2018.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report Section of this Annual Report.

RISK MANAGEMENT:

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action. Risks are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

21. EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as Annexure D to the Board''s Report.

22. 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 statement in terms of Section 134 of the Act

Your Directors state that:

1. In the preparation of the annual accounts for the year ended 31^st March, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit of the Company for the year ended on that date;

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

4. the Directors have prepared the annual accounts on a ''going concern'' basis;

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

23. AUDITORS AND AUDITOR OBSERVATION STATUTORY AUDITOR

M/s. RDNA AND CO LLP originally M/s R.K. Singhania & Associates, Chartered Accountants, Raipur (Firm Registration No. 004435C) Statutory Auditors of the Company would retire on the conclusion of this Annual General Meeting on completion of their term of appointment. the Board of Directors on recommendation of the Audit Committee, recommended the appointment of M/s KPRK & Associates, Chartered Accountants, Nagpur (Firm Registration No. 103051W) as Statutory Auditors of the Company to hold office from the conclusion of this i.e. 30^th Annual General Meeting until the conclusion of next i.e. 33^rd Annual General Meeting. Consent and certificate from the said firm has been received to the effect that their appointment as Statutory Auditors of the Company, if appointed at ensuing Annual General Meeting, would be according to the terms and conditions prescribed under Section 139 of the Act and Rules framed thereunder. A resolution seeking their appointment forms part of the Notice convening the 30^th Annual General Meeting and the same is recommended for your consideration and approval.

AUDITORS'' OBSERVATIONS ON STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

With reference to the Qualification/Observation of the Auditor in Standalone and Consolidated Audit Report, Management reply is given below:

Regarding Electricity Duty Exemption

Management''s Reply:

The Company is eligible for electricity duty subsidy under the Industrial Policy of the State of Chhattisgarh. In this regard Company had already filed an application to the CGM DIC which is progressed and presently pending before Commissioner of Industries for its approval and its order is expected to be issued soon. Therefore there is reasonable certainty regarding ultimate collection of the same. So company has recognized it in books of account in accordance with the Accounting Standards.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit record maintained by the Company is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s Sanat Joshi & Associates, Cost Accountants (Firm Registration no. 000506), Raipur for conducting the cost audit of the Company for Financial Year 2018-19.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be ratified by the members of the Company. Accordingly, resolution seeking members ratification for remuneration to be paid to Cost Auditors is included at Item No. 5 of the Notice convening Annual General Meeting.

SECRETARIAL AUDITOR

The Board has appointed Nitesh Jain, Practising Company Secretary as the Secretarial Auditor of your Company to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure-E to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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

The Information on conservation of energy, technology absorption, foreign exchange earnings and out go, which is required to be given pursuant to the provisions of section 134(3)(m)of the Companies Act, 2013, read with Rule 8(3) of Companies (Account) Rules, 2014 is annexed hereto marked as Annexure-F and forms part of this report.

25. PAYMENT OF ANNUAL LISTING FEES

Shares of the Company are presently listed at BSE & NSE and the Company has paid listing fee upto 31^st March, 2018 in respect of above stock exchanges.

26. GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save or ESOS.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

5. None of the auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. INVESTOR RELATIONS & SERVICES

Your Company always endeavors to keep the time of response to shareholders request / grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholders Relationship Committee of the Board meets periodically and reviews the status of the Shareholders'' Grievances. The shares of the Company continue to be traded in electronic forum and de-materialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

Mrs. Jaswinder Kaur Mission Compliance Officer of the Company and the Registrar M/s Link Intime India Private Limited are looking after the physical as well as Demat work and also shareholders correspondence, they endeavored their best to service the Investors satisfactorily.

28. EMPLOYEE RELATIONS

Employee relations throughout the Company were harmonius. The Board wishes to place on record its sincere appreciation of the devoted efforts of all the employees in advancing the Company''s vision and strategy to deliver good performance.

ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, regulatory and government authorities for their continued support.

Place: Raipur By Order of the Board

Date: 18^th July, 2018

Rajesh Agrawal

Managing Director

---

Mar 31, 2016

To

The Member of

Mahamaya Steel Industrial Limited

Dear Shareholders,

The Directors have pleasure in presenting the 28^th Annual Report together with audited accounts of your Company for the year ended 31^th March, 2016.

1. FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars	Standalone		Consolidated
	2015-16	2014-15	2015-16
Sales (Net)	30926.31	29145.42	30926.31
Other Income	111.19	116.57	111.19
Total Income	31037.50	29261.99	31037.50
Profit before Interest, Depreciation & Tax	258.23	1721.85	258.23
Less: Finance Cost	944.73	752.65	944.73
Depreciation	665.69	670.32	665.69
Add: Exceptional Items	154.23	26.05	154.23
Profit/(Loss) before tax	(1197.96)	324.93	(1197.96)
Less: Previous Year Adjustment	0.00	3.38	0.00
Provision for Wealth Tax	0.00	0.00	0.00
Provision for current year Income Tax	0.00	181.66	0.00
Deferred Tax	327.40	324.93	3.38
Net Profit / (Loss) after Tax	(1525.36)	212.15	(1525.36)
Add: Balance carried from Profit & Loss A/c	0.00	0.00	0.00
Less: Provision for earlier year taxation	0.00	0.00	0.00
Net Profit after tax and adjustments	(1525.36)	212.15	(1525.36)
Dividends	-	-	-
Interim Dividend	-	-	-
Final Dividend (Proposed)	-	-	-

2. FINANCIAL PERFORMANCE AND OPERATIONS

Recession in steel industry saw decline a sharp decline in finished products. The average sales price of billets & blooms has been decreased by 22 percent and the average sales price structures have been decreased by 23 percent. Likewise, the prices of end cutting (scrap) declined by 28 percent which in turn affected Company''s performance and resulted in cash loss during financial year 2015-16.

Despite tough environment with the sector, the Company achieved a remarkable performance on the operational front. The Company has achieved a remarkable 10 percent increase in the capacity utilization of both divisions and 30 percent increase in sales quantity of its main products (billets & blooms by 24 percent, structures by 35 percent). However, due to continuous fall in market prices of Company''s products the revenues from operations grew by 6 percent. Revenues from operations for the year ended March 31, 2016 stood at Rs. 30926.31 lakhs against Rs. 29145.42 lakhs in the previous year.

The average sales price of billets & blooms has been decreased by 22 percent and the average sales price structures fell by 23 percent. Similarly the prices of end cutting (scrap) has decreased by 28 percent which resulted in increase in loss by Rs. 963.43 lakhs during financial year 2015-16.

On the other hand. the prices of Power and Fuel have gone up by 9.75% resulting in increase in Loss by Rs. 473.92 Lakhs. Similarly Financial Costs has been increased by Rs. 192.09 Lakhs on account of increase in Interest Rates and Employee Cost, Administrative and Selling Expenses has increased by Rs. 23.00 Lakhs and Rs. 65.96 Lakhs respectively. However due to increase in capacity utilization by 10 per cent, the Company has able to save Rs. 62.72 Lakhs on account of Operational Efficiencies in Contractor Payments and Lower Burning Loss.

In spite of Cash Loss, the Company has timely cleared its all Statutory Dues such as Central Excise Duty, Service Tax, TDS, VaT, CST, and EPF & ESI Contributions. Also the Installments of Term Loans from Banks and Financial Institutions has been cleared on respective due dates. Also the Company is continuously working on up gradation and modernization of Plant & Machineries.

3. DIVIDEND

In view of the loss incurred by the Company, your Board of Directors do not recommend any dividend for the financial year 2015-16.

4. TRANSFER TO RESRVES

In view of the loss, your Board of Directors do not appropriate any amount to be transferred to General Reserves during the year under review.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHECOMPANY

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

6. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there are no changes in the nature of the business of the Company.

7. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

8. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES & CONSOLIDATED FINANCIAL STATEMENTS

As on 31^st March, 2016 the company have two associates, and do not have any subsidiary and Joint Venture Companies. In accordance with Section 129(3) of the Companies Act, 2013 we have prepared consolidated financial statements of the Company, which forms part of this Annual Report. Further a statement containing the salient features of the financial statement of our associates in the prescribed format AOC-1 is appended as Annexure-A to the Director''s Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its associates are available on our website www.mahamayagroup.in. These documents will also be available for inspection during business hours at registered office of the Company.

9. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

All Related Party Transactions that were entered into during the financial year were on arm''s length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Company''s website www.mahamayagroup.in

The Company in the ordinary course of its business, enters into transactions relating to purchase and sale of products, rendering and receiving services from its group companies who are ''Related Party'' as defined under Companies Act, 2013 or rules made there under and SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. The current and the future transactions are/will be deemed to be ''material'' in nature as defined in SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 as they may exceed 10 per cent of the annual turnover of the Company based on future business projections. Thus, as per SEBI (Listing Obligation & Disclosure Requirements)Regulations, 2015, such transactions would require the approval of the members by way of a Ordinary Resolution.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-B in Form AOC-2 and the same forms part of this report.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year the company has not granted any loans, investments, guarantees and securities granted in respect of which the provisions of section 185 & 186 of the Companies Act, 2013 are applicable.

11. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto marked as Annexure - C and forms part of this report.

12. AWARDS & RECOGNITION

We were awarded for Up scaling Energy Efficient Production and Implementation of Energy efficient technology by UNDP at Delhi on 11.12.2015.

13. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with, a separate section titled Report on Corporate Governance together with a Certificate from the Practicing Company Secretary forms part of this Report.

A detailed Management Discussion & Analysis forms part of this Report.

14. MEETINGS Board Meetings

During the year, Eleven Board Meetings were convened and held the details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Audit Committee Meetings

During the year, Ten Audit Committee Meetings were convened and held the details of which are given in the Corporate Governance Report.

Nomination & Remuneration Committee Meetings

During the year, Seven Nomination & Remuneration Committee Meetings were convened and held the details of which are given in the Corporate Governance Report.

Stakeholders Relationship Committee Meetings

During the year, Four Stakeholders Relationship Committee Meetings were convened and held the details of which are given in the Corporate Governance Report.

15. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31^st March, 2016, the Board consists of 6 members, three of whom are Executive Directors and three are Independent Directors.

The Policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters as required under sub-section (3) of Section 178 of the Companies Act, 2013 is available on our website www.mahamayagroup.in. There has been no change in the Policy since the last Financial Year. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Directors under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

17. BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders Relationship Committee. The Criteria applied in the evaluation process are explained in the Corporate Governance Report.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the Company www.mahamayagroup.in

19. PREVENTION OF INSIDER TRADING

In January, 2015, SEBI (Prohibition of Insider Trading) Regulations, 2015 which came into effect from May 15, 2015. Pursuant thereto, the Company has formulated and adopted a new Code for Prevention of Insider Trading.

The new code viz. "Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting Trading by Insiders" and the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" allows the formulation of a trading plan subject to certain conditions and requires pre-clearance for dealing in the Company''s shares. It also prohibits the purchase or sale of Company''s shares by the Directors, designated employees and connected persons, while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

The Company Secretary is responsible for implementation of the Code.

All Board Directors, designated employees and connected persons have affirmed Compliance with the Code.

20. LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI) on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective December 1, 2015. Accordingly, all listed entities were required to enter in to the Listing Agreement within six months from the effective date. The Company entered in to Listing Agreement with BSE Limited during December 2015.

21. POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our Corporate Governance Policies are available on our website (www.mahamayagroup.in). The policies are updated based on need and new compliance requirement.

In addition to its Code of Conduct and Ethics, key policies that have been adopted by the Company are as follows:

Whistleblower Policy (Policy on Vigil Mechanism):

The Company has adopted the whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s Code of Conduct and Ethics.

Nomination and Remuneration Policy:

This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive/non-executive) and also the criteria for determining the remuneration of the directors, key managerial personnel and other employees.

Related Party Transaction Policy:

The Policy regulates all transactions between the Company and its related parties.

Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting Trading by Insiders:

The Code provides the framework in dealing with securities of the Company.

Policy for determining materiality for disclosures:

This Policy applies to disclosures of material events of the Company, it deals with dissemination of unpublished, price-sensitive information.

Document Retention and Archival Policy:

The Policy deals with the retention and archival of Corporate Records of the Company

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Companies Act, 2013 Mr. Yewesh Yede (DIN: 07275526) was appointed as Additional Director (Executive and Non Independent) with effect from 26^th September, 2015.

Yewesh Yede holds office as an Additional Director up to the date of this Annual General Meeting. He has submitted a declaration that he is eligible for appointment and in respect of whom the Company has received a Notice in writing under section 160 of the Companies Act, 2013, proposing his candidature for the office, liable to retire by rotation.

Mrs. Rekha Agrawal (DIN 00597156), retires by rotation as Director at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Pursuant to the provisions of Section 149 of the Act, Mr. Niraj Kansal (DIN 02513034), Mr. Manish Kumar Agrawal (DIN 02822174) and Mr. Atul Garg (02822051) were appointed as Independent Directors at the Annual General Meeting of the Company held on 30th September, 2014. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Mr. Devarshi Pandey Chief Financial Officer of the Company has resigned from the Company w.e.f 23.06.2015 and in his place Mr. Parveen Kumar Chavda was appointed as Chief Financial Officer of the Company with effect from 21.12.2015

Mr. Jai Prakash Jhunjhunwala Chief Executive Officer has resigned from the Company w.e.f 21.12.2015.

Mr. Rajesh Agrawal, Managing Director, Mr. Praveen Kumar Chavda Chief Financial Officer, and Mrs. Jaswinder Kaur Mission, Company Secretary are the KMPs of the Company as per the provisions of the Act.

23. COMMITTEES OF THE BOARD

Currently the Board has 3 Committees the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report Section of this Annual Report.

During the year the Company has dissolved two Committees Corporate Social Responsibility Committee and Risk Management Committee as they were no longer applicable for our Company as per Companies Act, 2013 and SEBI(LODR) Regulations 2015 respectively. Though the Company had dissolved the Committee but the Company has done always and will continue to take initiatives and support social causes like running of Schools, Social community center and will always enhance the beauty of earth by plantations and to reduce the pollution.

Further though the Company had dissolved the Risk Management Committee but the Risk Management Policy will be effective and will be overseen by the Audit Committee.

24. EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as Annexure D to the Board''s Report.

25. 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 statement in terms of Section 134 of the Act;

Your Directors state that:

1. In the preparation of the annual accounts for the year ended 31^st March, 2016, the applicable accounting standards have been followed and there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2016 and of the profit of the Company for the year ended on that date;

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

4. the Directors have prepared the annual accounts on a ''going concern'' basis;

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

26. AUDITORS AND AUDITOR OBSERVATION STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s R.K. Singhania & Associates, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 26^th annual general meeting (AGM) of the Company held on September 30, 2014 till the conclusion of the 30^th AGM of the Company, subject to ratification of their appointment at every AGM. Accordingly, the appointment of M/s R.K. Singhania & Associates, Chartered Accountants as Statutory Auditors of the Company is placed for ratification by the Shareholders.

STATUTORY AUDITORS'' OBSERVATIONS ON STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

With reference to the Qualification/Observation of the Auditor in Standalone and Consolidated Audit Report, Management reply is given below:

Regarding Electricity Duty Exemption Management''s Reply:

The Company is eligible for electricity duty subsidy under the Industrial Policy of the State of Chhattisgarh. In this regard Company had already filed an application to the CGM DIC and now CGM DIC had recommended same to Industry of Secretary along with all papers and documents which is well progressed and is in final stage. Therefore there is reasonable certainty regarding ultimate collection of the same. So company has recognized it in books of account in accordance with the accounting standards.

COST AUDITOR

The Cost Audit Records maintained by the Company in respect of its activity are required to be audited pursuant to Section 148 of the Act and the rules framed there under. Your Directors have on the recommendation of the Audit Committee appointed M/s S.C. Mohanty & Associates, Cost Accountants for conducting the audit of cost records of the Company for the financial year 2015-16. As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification.

Accordingly, a resolution for seeking Members ratification for the remuneration payable to M/s S.C. Mohanty & Associates, Cost Auditor, is included in the Notice convening the Annual General Meeting.

SECRETARIAL AUDITOR

The Board has appointed Brajesh R. Agrawal, Practicing Company Secretary as the Secretarial Auditor of your Company to conduct Secretarial Audit for the financial year 201516. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure-E to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AN FOREIGN EXCHANGE EARNINGS AND OUTGO.

The Information on conservation of energy, technology absorption, foreign exchange earnings and out go, which is required to be given pursuant to the provisions of section 134(3)(m)of the Companies Act, 2013, read with Rule 8(3) of Companies (Account) Rules, 2014 is annexed hereto marked as Annexure-F and forms part of this report.

28. PAYMENT OF ANNUAL LISTING FEES

Shares of the Company are presently listed at BSE Limited, PJ.Towers, Dalal Street, Mumbai and the Company has paid listing fee up to 31^st March, 2017 in respect of above stock exchange.

29. GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save or ESOS.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. INVESTOR RELATIONS & SERVICES

Your Company always endeavors to keep the time of response to shareholders request / grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholders Relationship Committee of the Board meets periodically and reviews the status of the Shareholders'' Grievances. The shares of the Company continue to be traded in electronic forum and de-materialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

Mrs. Jaswinder Kaur Mission Compliance Officer of the Company and the Registrar M/s System Support Services are looking after the physical as well as Demat work and also shareholders correspondence, they endeavored their best to service the Investors satisfactorily.

31. EMPLOYEE RELATIONS

Employee relations throughout the Company were harmonies. The Board wishes to place on record its sincere appreciation of the devoted efforts of all the employees in advancing the Company''s vision and strategy to deliver good performance.

ACKNOWLEDGMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the Company while discharging their duties.

By Order of the Board

Rajesh Agrawal

Place: Raipur Managing Director

Date: 15^th June, 2016

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Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 27th Annual Report and the audited Annual Accounts of your Company for the year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars 2014-15 2013-14

Sales (Net) 29145.42 28973.20

Other Income 116.57 180.21

Total Income 29261.99 29153.41

Profit before Interest, Depreciation & Tax 1721.85 1436.58

Less: Finance Cost 752.65 624.68

Depreciation 670.32 527.85

Add: Exceptional Items 26.05 157.20

Profit/(Loss) before tax 324.93 441.25

Less: Current Tax 181.66 137.54

Tax related to Earlier Year 3.38 -

Deferred Tax (72.26) 7.00

Net Profit / (Loss) after Tax 212.15 296.71

2. FINANCIAL PERFORMANCE AND OPERATIONS

The Total income of the Company was Rs. 29261.99 Lacs during the year as against 29153.41 Lacs in the previous year. The EBIDTA is Rs. 1721.85 Lacs as compared to Rs. 1436.58 Lacs in the previous year showed increase of 19.85%. The Profit before tax is Rs. 324.93 Lacs as against Rs. 441.25 Lacs in previous year. The Profit after tax is Rs. 212.15 Lacs as against Rs. 296.71 Lacs in previous year

The profits come down mainly due to falling steel prices and low demand.

Your Company has always emphasized on achieving operational excellence and continues to focus on customer satisfaction and delight. Backed by strong fundamentals and robust plans your Company is fully prepared to face current challenges and benefit from expected medium and long term growth in Indian economy.

3. DIVIDEND & RESERVES

The Directors have decided to consolidate Company's finances during the current year. As a result, the Directors do not recommend any Dividend on Equity Shares for the financial year ended 31st March, 2015.

During the year under review, no transfer is proposed to the General Reserve. An amount of Rs. 212.15 Lacs is proposed to be retained as Surplus in the Statement of Profit and Loss.

4. ENVIRONMENT AND SOCIAL OBLIGATION

The Company's plant complies with all norms set up for clean and better environment by the competent authorities. The Company undertakes regular checks / inspections including certification for the maintenance of the environment. The Company values environmental protection and safety as the major considerations in its functioning. The Company has adequate arrangements to prevent pollution. The Company is continuously endeavoring to improve the health and quality of life in the communities surrounding its industrial complex.

5. SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS

The Company is not required to consolidate it's Financial Statements for the year ended 31st March, 2015 as Company do not have any subsidiary.

6. INVESTOR SERVICES

Mrs. Jaswinder Kaur Mission Compliance Officer of the Company and the Registrar M/s System Support Services are looking after the physical as well as Demat work and also shareholders correspondence, they endeavored their best to service the Investors satisfactorily.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

8. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there are no changes in the nature of the business of the Company.

9. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

1. In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

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

4. the Directors have prepared the annual accounts on a 'going concern' basis;

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. BOARD MEETINGS

The Board of Directors duly met 15 (Fifteen) times respectively on 30th May, 2014, 9th June, 2014, 13th June, 2014, 19th June, 2014, 14th July, 2014, 14th August, 2014, 25th August, 2014, 26th September, 2014, 29th September, 2014, 30th September, 2014, 14th November, 2014, 29th November, 2014, 14th February, 2015, 12th March, 2015 and 25th March, 2015 in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. No circular resolutions were passed by the Company during the financial year under review.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Companies Act, 2013, Mrs. Rekha Agrawal (DIN 00597156), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. Mr. Niraj Kansal (DIN 02513034), Mr. Manish Kumar Agrawal (DIN 02822174) and Mr. Atul Garg (02822051) were appointed as Independent Director of the Company w.e.f. 30th May, 2014, though they were already Independent Directors under listing agreement, subsequently the approval of the shareholders was sought at the Annual General Meeting held on 30th September, 2014.

Mr. Rajesh Agrawal (DIN 00806417), Managing Director whose term ends on 1st October, 2015 and your Directors recommend Mr. Rajesh Agrawal's reappointment for a further period of 5 years up to 1st October, 2020. Mr. Rajesh Agrawal is a B.Com graduate having an experience of more than 17 years in Steel Manufacturing. Mr. Brajendra Dwivedi (07018956) was appointed as Additional Director with effect from 14th November, 2014. The Board has also appointed him as Executive Director with effect from the same date. Mr. Brajendra Dwivedi holds diploma in engineering and is having more than 12 years of experience in technical Field.

Mr. Devarshi Pandey was appointed as Chief Financial Officer of the Company with effect from 12th March, 2015.

Mr. Jai Prakash Jhunjhunwala was appointed as Chief Executive Officer of the Company with effect from 25th March, 2015.

Mr. Rajesh Agrawal, Managing Director, Mr. Devarshi Pandey Chief Financial Officer, Mr. Jai Prakash Jhunjhunwala Chief Executive Officer and Mrs. Jaswinder Kaur Mission, Company Secretary are the KMPs of the Company as per the provisions of the Act.

13. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 and revised clause 49 of the listing agreement, stating that they meet the criteria of independence as provided in section 149(6) of Companies Act, 2013.

14. BOARD EVALUATION OF THE 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 corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Managing Director was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Managing Director was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto marked as Annexure - F and forms part of this report.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year the company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company is given in the notes to the financial statements.

17. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

All Related Party Transactions that were entered into during the financial year were on arm's length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Company's website www.mahamayagroup.in

The Company in the ordinary course of its business, enters into transactions relating to purchase and sale of products, rendering and receiving services from its group companies who are 'Related Party' within the meaning Section 2(76) of the Act and Clause 49(VII) of the Listing Agreement. The current and the future transactions are/will be deemed to be 'material' in nature as defined in Clause 49(VII) of the Listing Agreement as they may exceed 10 per cent of the annual turnover of the Company based on future business projections. Thus, in terms of Clause 49(VII)(E) of the Listing Agreement, these transactions would require the approval of the members by way of a Special Resolution.

A resolution for approval of this Related Party Transaction has will be included in the Notice convening the ensuing AGM of the Company.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-C in Form AOC-2 and the same forms part of this report.

18. COMMITTEES AND POLICIES

Audit Committee

The Audit Committee was reconstituted as per the requirement of the Companies Act, 2013 and revised clause 49 of the listing agreement. The Committee comprises of 3 Non Executive Independent Directors Mr. Niraj Kansal, as the Chairman and Mr. Manish Kumar Agrawal and Mr. Atul Garg as the Members.

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

Nomination and Remuneration Committee

The Company has a Remuneration Committee which is renamed as Nomination and Remuneration Committee as per revised Clause 49 of the Listing Agreement. The Committee comprises of 3 Non Executive Independent Directors Mr. Niraj Kansal, as the Chairman and Mr. Manish Kumar Agrawal and Mr. Atul Garg as the Members.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee (formerly known As Investors' Grievance Committee) is reconstituted on 30th May, 2014 in terms of revised clause 49 of Listing Agreement and is entrusted with the responsibility of redressing the shareholders'/ investors' complaints with respect to transfer of shares, non-receipt of Annual Report, non-receipt of dividend etc. The Committee comprises of Mr. Niraj Kansal as the Chairman and Mr. Rajesh Agrawal and Mr. Atul Garg as the Members.

Risk Management Committee

The Risk Management Committee of the Company is constituted on 14th November, 2014 in terms of revised clause 49 of the listing agreement. The Committee comprises of Mr. Rajesh Agrawal as the Chairman and Mr. Manish Kumar Agrawal and Mr. Atul Garg as the Members.

Corporate Social Responsibility Committee

Pursuant to Section 135(2) read with Schedule VII of the Companies Act, 2013, the Board of your Company has constituted a CSR Committee. The Committee comprises of Mr. Rajesh Agrawal as the Chairman and Mr. Niraj Kansal and Mr. Manish Kumar Agrawal as the members. Your Company has developed a CSR Policy. The CSR Policy has been uploaded on the Company's website at www.mahamayagroup.in.

The Company was unable to spend the decided amount on CSR activities this year because since last 2-3 years the profits of the Company were very less, still the Company has done plantation in different areas. This is expected to enhance the beauty of earth and to reduce the pollution. Our initiatives has always supported Social cause like for running of Schools, Social community center, Environment protection.

Risk Management Policy

The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the new Companies Act, 2013 and revised listing agreement. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company. The Risk Management Policy as approved by the Board is uploaded on the Company's website at www.mahamayagroup.in.

Remuneration Policy

The Nomination and Remuneration Committee has formulated and implemented "Nomination & Remuneration policy" in compliance with section 178 of the Companies Act, 2013 read with applicable rules thereto and revised clause 49 of the listing agreement. The policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors and KMP. It also provides criteria for determining qualifications, positive attributes and independence of a director. The Nomination and Remuneration policy as approved by the Board is uploaded on the Company's website at www.mahamayagroup.in.

Whistle Blower Policy / Vigil Mechanism

Pursuant to Section 177(9) of the Companies Act, 2013 and revised clause 49 of the Listing Agreement, the Company has formulated Whistle Blower Policy for the directors and employees of the Company to report, serious and genuine unethical behaviour, actual or suspected fraud and violation of the Company's code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. None of the employees of the Company has been denied access to the Audit Committee.

The Whistle Blower Policy as approved by the Board is uploaded on the Company's website at www.mahamayagroup.in.

19. CORPORATE GOVERNANCE

Pursuant to the revised Clause 49 of the Listing Agreement, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange with which the Company is listed are complied with. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report as Annexure-G. The requisite certificate from Practicing Company Secretary Brajesh R. Agrawal confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Further, as required under Clause 49 of the Listing Agreement a Management Discussion and Analysis Report is appended to the Annual Report as Annexure-B.

20. AUDITORS AND AUDITOR OBSERVATION

STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. R.K. Singhania & Associates, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 26th Annual General Meeting of the Company held on 30th September, 2014 till the conclusion of the 30th Annual General Meeting of the Company, subject to ratification of their appointment at every Annual General Meeting.

STATUTORY AUDITORS' OBSERVATIONS

With reference to the Qualification/Observation of the Auditor in Audit Report, Management reply is given below:

Point No. i of Basis for qualified opinion dealing with Electricity Duty Exemption:

Management's Reply:

The Company is eligible for electricity duty subsidy under the Industrial Policy of the State of Chhattisgarh. In this regard the Company has filed an application to the CGM DIC which is progressed and presently pending before Commissioner of Industries for its approval and its order is expected to be issued soon. Therefore there is a reasonable certainty regarding ultimate collection of the same. So Company has recognized it in books of account in accordance with accounting standards.

Point No. ii of Basis for qualified opinion dealing with interest charged:

Management's Reply:

Company has charged interest on outstanding balance of debtors which is due to delay in payment. The ultimate collection of the amount is certain and the management is of the opinion that the same would be realized in near future.

COST AUDITOR

The Board has appointed M/s S.C. Mohanty & Associates, Cost Accountants, for conducting the audit of cost records of the Company for the Financial year 2014-15.

The Company has submitted the Cost Audit Report for the year 2013-14 duly certified by a Cost Accountant to the Central Government on 3rd April, 2015.

SECRETARIAL AUDITOR

The Board has appointed Brajesh R. Agrawal, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as Annexure-D to this Report.

SECRETARIAL AUDITORS' OBSERVATIONS

With reference to the Qualification/Observation of the Auditor in Audit Report, Management reply is given below:

Point No. 1 regarding non re-submission of Form MGT-14 for registration of Altered Articles which was marked for re-submission:

Management's Reply:

Due to Clerical error the Company was not able to re-submit the form MGT-14, in order to resolve the Company will go for Compounding.

Point No. 2 (a) regarding delay in intimation to the Stock Exchange for Change in Statutory Auditor under Clause 30 of Listing Agreement:

Management's Reply:

Company had intimated about Change in Statutory Auditor to Bombay Stock Exchange timely through Outcomes, Notice of AGM, Annual Report for the year 2013-14 but it was not updated on BSE's website.

Point No. 2 (b) regarding delay in submission of Shareholding Pattern for the quarter ended 31st December, 2014 under Clause 35 of Listing Agreement:

Management's Reply:

Due to some unavoidable circumstances, late submission of disclosures by promoters to the Company, Company was unable to submit the Shareholding Pattern for the quarter ended 31st December, 2014 within due time thus penalty of Rs 7865/- was imposed by the Stock Exchange which is duly paid to the Stock Exchange.

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

The Information on conservation of energy, technology absorption, foreign exchange earnings and out go, which is required to be given pursuant to the provisions of section 134(3)(m)of the Companies Act, 2013, read with Rule 8(3) of Companies (Account) Rules, 2014 is annexed hereto marked as Annexure-A and forms part of this report.

22. EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return pursuant to section 92(3) of the Companies Act, 2013 for the financial year 2014-15 is annexed hereto marked as Annexure E and forms part of this report.

23. PAYMENT OF ANNUAL LISTING FEES

Shares of the Company are presently listed at BSE Limited, P.J.Towers, Dalal Street, Mumbai and the Company has paid listing fee upto 31st March, 2016 in respect of above stock exchange.

24. GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save or ESOS.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the Company while discharging their duties.

By Order of the Board

Place: Raipur Rajesh Agrawal

Date: 30th May, 2015 Managing Director

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Mar 31, 2014

Dear Members,

Tour Directors llavtr pleasure in presenting Uic 26r Annual Rupert of yiur Company together With the ria lament Of Audited Accounts For 1he year ended 31 March. 2014.

1, FINAN CIAL HIGHLFGHTS

( Rs In Lacs)

Particulars 2013-14 2012-13

Sales 33007.28 35307.42

EBIDTA 1511.44 295.99

Profit Before Taw 441.24 289.27

Prevision for Income Tax 137.54 77.14

Ca-faneo Tax Provision 7.00 30.43

Profit After Tax 296.71 181.70

Approptialions:

Amount transferred to General Reserve 59.34 36.34

Amount transferred to Redemption Reserve 509.00 509.00

Add: Brought forward Profit {Losses] 2387.55 2751.10

Profit (loss) carried over to Balancee Sheet 2115.91 2387.55

2. OPERATIONS

Amid sn(|0ish megroaconomk situation rind wnnh business send menu, combined by tower GDP growth rate of 4.6% and depredating Incian rupee with h.gh volatility, the year 2013-2014 proved Is bo a challenging year.

During lhis year your Company has ach eved a turnover of 7 33007.26 lacs as against 7 38307.42 lacs mhe previous year. The EBIDTAslandsat? 1511.44 lacs as compared 1o 7 1295.99 tecs hi me previous year registering an Increase of 16,62%, Your Company posted Prclil before Tax of * 44i.?4 lacs as against V 289,£7 lacs in (he previa year registerirtg an increase el 52.54%. And Profit after tax if ? 296.71 iacS ay against ? 161 70 IMS in the previous year reyi&lcriny So increase to 153.30%

YOur Company has always emphasized on achieving operational excellence and continue s to foevs on cvatomergatfgliaciofi and delighl Backed by sirong fundamentals and robust pis ns, yau r Comps ny is fully prepared to face current challenges and be nefit from expected medium and lonylarmy rowthm Indian economy.

3. DIVIDEND

The Directors of your Company do net recommend any dividend for the financial year ended 31w March. 2014 in order to plough back, the resources for future growth.

4. DIRECTORS' RESPON SIBILITY STATE hi ENTT

In compliance with Section 217(2AA) of Lhe Companies Ad, 1956, as amended by the Companies (Amendment) Act, 2000 your Directors state that:

A. The Applicable Accounting Btancards have been followed it the preparation of Annual Accounts.

B That the accounting polities have beon Selected and -applied consistently and the l.jdcjnonts sml estimates made nre reasonable and prudent so 93 to g v*js true and fair view of ihc stale otaffalrsoftoe Company as on aT'Manch, 2D14

C. That proper and sufficient cane has been taken tor mairrtana "ice or adequate accounting records in accordance with 1he provisions of the Com pan es Ad. t956 and Companies Act. 2013 to the extern appl cable, for sa'eguarding the assets of the Company and for provgr:lir>g anti detecting fraud Snd Other integu 'ariiieS

D. That the Annual Accounts have been prepare J on a going Concern basis.

5, CORPORATE GOVERNANCE

The Company has always strived to maintain applicable sUmdards of good corporate governance and the eemmltmenl to good corporate governance is embodied in its vision, mission and corporate values. Incompliance with the requ rements of Clause 49 of the Usling Agreement, a separate Resort on Corporate Governance along with the Secretarial Auditor Certificate on Us compliance fprms an integral part pi ihis Report, Further, as required under Clause 49 of the Listing Agreemerrt a Management Discussior and Analysis Report is appended 1o the Annual Report..

6, DIRECTORS

During the Year Mrs. Gulak Bai Agrawal, Executive Director of the Company has resigned from the Board w.e.f 291 November, 2013. The Board piaoes on record its sincere appreciation of wise cou nsel and valuable guidance pro vided by Mrs. Gula a By Agrgwal dun ng her ten ure on (he Board and Mr, praveer Kumar Dey has been appointee to the Board as an Additional Executive Director or the company w.e,i. 29" November, 2019,

In accordance wi1h 1he provisions of Ihe Companies Ad. 19SE and toe Company's Artictes of Association, Mr. Manish Kumar Agrawal and Mr. Atul Garg. D rectors of the Company will noli re by rututicn at the ensuing Annual General Meeting and being eligible. i?fler themselves tor reappointment

Mr, Niraj Kansai, Mr. Manish Kumar Agmwai anti Mr. Atui Gary vtop are independent Directors have filed require declarations vn1h the- Company as per section 149 (7) of the Act to Ihe effect 1hat they meet 1he enteria of indeoendence as specified in sectior. M916) pf the Apt, AecorflingCy, requite ^solutions are being propc^ed to be passed at the forth coming Annual General Meeting to appoint them as Independent Diredors for a term of 5 years as provided unoer section 149110) aMheAct.

Furiitor Mr RLirrisnanO Agarawal, Chairman has resigned trom the Board w.e. I 13" June,. 2Ql4 and Mn, Refcha Agrawal has been appointed in tne Board ,v:, an Additions Executive Director of tho Company w.a.f. ig* June, 2Di4.

7, AUDITORS

Mrs Batra Deupok 6 Assocatos, Chartered Accountants. (Fit- Registaavon No. MS408C) Statutory Auditors of the Company, holds office unit the conclusion of the ensuing Annual General Meeting have expressed their un wiling ness 'or re- appyiiUntenl as Statutory Auditors suite ensuing Annual Geriwal Mectiny.

Your directors recommend IftO appointment of Ws R.H. Singiiama 6 Associates, Chartered Accounlgnts {Firm Regislration Mg. 0044 3SC> aa Statutory Auditors of (he Company, subject tD approval of the members ad. the ensuing Annual General Meeting. The Company has deceived leltor from MYs R K. Sing nan a 4. Associates, Chartered Accounlanfe, 10 theeftoctthaltiielrappoliKtmort, Ifmado, would be wftftn the prescribed limits undersechon 141 ehheComparies Act, 2.013 and that 1hey are no1 disqualified for such appo ntment.

The necessary resolution seek, ng your aoprwal for appointment of SLalulory Auditor Has been incorporated in the Notice convening the Annual General Mooting

8. AUDITORS' 0BSERVATIONs

with references to the GoaiitetiorVObserv<eri of 1ho Auditor in Audil Report, Management reply is given below:

a. Pl>; nt Mu. 1 of Basis for qualified opinion dealing with Electricity Duly Exemption:

Management Reply:

The Company 15 eligible far ftfactneily duty subsidy u.nrief the industrial Policy of the Stale of Chhatlisgern In thia regard the Company has fi ad an a oplicalion to the CGM OIC which is progressed and preseri lly pending before Commissioner of Indusines for Its approval and its order is expected to he issued soon, Therefore there Is a reasonable cerla nty regarding ultimate collection of the same. So Company has necogr ized it in books of accou nl in accordance with nccounti ng s1a nda rds.

b. Point No. 2 of Basis for qualified opinion dee ing with Financial Fraud Managements Reply:

The Company has lodged the FIR with Police department and Com oany is making its bvSLoHorlS to recover the amount of Rs. 114.51 laos. Tile Company is eerlain 1or recoverability of tne said amount very soon. So the trealment is n accordance w,1h accounting standards.

c. Point Ho. 1(a) of Annexure 1o Independent Auditor's Report dealing w.lh maintenance of records of Fixed Assets:

Management's Reply:

Company has maintained ils fixed assets record in excel format which is properly Updated showing quantitative detail and situation oi fixed assets, antf identification marks on assets are du ly placed

d. Point No. 1(b) of Annexure to Independent Auditor's Repo.1 dea mg wllh Phygica Ve riFcation of Fixed Assets:

Management's Reply:

II is Company's Policy to physically verify the D?d Fixed Assets at fhe interna'. of every two year 3rd only addition during lhe year is verified in tha1 particular year. Since Company has physicn'ly verified its fiired assets (faring financial year 2012-13 riow naxt verification will he done in 2014-15. Company has physically verified any addilion 1o the fined assets during the yea r 2013-1 A.

a-. Point No. 2(a) of Arnexure to independent Audi1o/s Report dealing wilh Physical VOnFitalton or Inventories:

Management Reply

11 is Company's Policy to physically verify tho Inventories every year and rtiMr-epn tides noled dun ng physical verification has been accounted ter n the books of accounts of 1he Company.

f. Point No. 3(a) of Annexure to tncependent And hot's Report coal ng wilh Loan granted by Lho Company to Fady covered under Section 301 of Companies Act, 1956:

Management's Reply

Company has a'lotled shares to Associate against Share Application Moray of T 10(50 Lacs after the Auditor's Report.

g. Point No. 3(c) of Annexure lo Independent Auditor's Report dealing wilh terms and conditions of Loan taken from Party covered under Section 301 or companies Act, 1956:

Management's Reply.

Such loans are repayable on demand, thus mere is no overdue a mourn. Presently such loan taken are interest free thus are pnmafac e not pre.iud'dal to Ihe interest of the Company.

h. Point No. 5(b) of Anncxurc to Inoepondont Auditory Report deal-ng wfh Iransaction in pursuance of ContracU'Agreemem emeved m tho Register maintained under section 301 oflheCoropan.esAct. 1956 are reasonable or not:

Managements Reply:

The transaction m pursuance of CorUracIsfAgreements, entered in 1he Register maintained under sedion 301 of the Companies Ac1. 195(5 aggregating during the year to 7 5 lacs or more in reaped of any party in ihe said financial year are made at prevailing market price at Ihv relevant lime. Statutory Auditor has been provided fll the relevant documents lo venfy such transactions.

I. Point No, s of Annexure lo independent Auditors Report dealing wilh Company's Cosi Accounting Records Ru :es 2011:

Management's Reply:

The Point is self ex placatory -Cost Audil of such reoom is m progress and report will he received in due course.

j. Point No. 21 ofAnr.exure to Independent Auditor's Repod dealing wilh Fraud:

Managements Reply:

The point is self explanatory. The Company has lodged the FIR with Police department and Company is making i1s best efforts to recover the amount of Rs 114.51 lacs.

9. LISTING OF SECURITIES

The Company's Equ 1y Shares a rg L-sted-on The ESE Limited fBSE).Tlhg Company has paid tho applicable listing HMSfOilheFiltinclal Year 2C14-2015 to BSE.

10. DEMAT OF SECURITIES

Nearly 93.2196- oF LoLal Equity Share GiipilaF is held in dgmateriulzod fern with NSDL/CDS-L

11. FIXED DEPOSITS

The Company has not accepted any food deposits during me year fo which Ihe

previsions of Section £2 Aof Com par;ea Act, 1956 and Section 73 of 1he Companies Act, 2013 are applicable.

12. INSURANCE

All the insurable interests oF your Company including inventories, buildings, plant and machinery and liabilities under legislate enactments are adequately insured.

13. CREDIT RATING

ICFRA has assigned BED4- rating to the Company Whidl ndieateS the level of Stable outlook under Bank Loan Rallry,

14. SUBSIDIARY

Your Company has no subsidiary.

15. INVESTOR SERVICES

Mrs. JaswjiKier Our Mission Compliance Officer oMhe Company and the Registrar Mis System Support Services are looking after 1he physical as well as Demat werk ard also shareholders correspond cnce, endeavored their best to service the hve&Lors solisraclorily.

16. STATUTORY COMPLIANCE

The Cumpvny has complied with Itiy various provisions cF the Companies Act- 195-6, Companies Act. 20l3,lhe$E&l RegtriflfWB and previsions eflhe Listing Agreement

17. COST AUDIT

Company have submitted the Cost Audit Report ter the year 2012-13 duiyceriliieddy aCoslAcceuntant to Central Government on V April, 2014. Wt 5.C. Mohanty & Associates, Cost Accountants, were appcir.ted w.1li [he approval of the Centra Gcvemman; 1o carry out the cost audil in respect of 1he Company for the financial year 2013-14. Based oh the netommendation of Ifie Audil Committee. M/S 5.C. MoFianty & Associates, Coal Accountants being efigible have also teen appointee nylhe Board as The Cost Al diters For 1he financial yea r 2014-16.

18. SECRETARIAL AUDITOR

Pursue nt to provision of section 204 of the Companie 5 Act 2013 re ad with rule no 9 of the Companies (Appoirlmentand Remuneration oF Managerial Personnel) Rules 2014 M/s &reje$h R Agrawai. Company Secretaries were appointed as Secretarial Auditor for conducting a Secretarial Ar-ditofthe Company for the financial year 2014-15

19. CORPORATE SOCIAL RESPONIBILITY (CSSR)

The Companies Act. 2013, as intrccuced, vide Section 135, provides for specific provision Tur Spending on Corporate Social Responsibility. It stipulates expenditure oF £% of the average profit of pa&1three years on CSR activities. The Act farther requires Ihe Board Report la- give a no1e on such activities and in 1he event of shortfall from the specified quantum, the reasons for the same lo be explained therein Tfie Company is commuted io the fuiflliouent of Its social responsibility m society in general and these living in ihe vicinity af its facilities n particular. It regards this as a thrust activity area. Board of Directors in accordance wilh Section 135 of the Companies Act, 2013 road with Companies (Corporate Social Responsibility Policy) Rules, 2Q14, has constituted Corporate Social Responsib- lity Committee (CSR Committee; It consists of the '?Hawing Direelors:

Name Designation

Mr. Rajesh Agrawal Chairman

Mr. Niraj Kansal Member

Mr. Manish Kumar Agrawal Member

Terms of Reference :

* Recomme nd to the Board, a Corporate Socal Reaponsibi ity Policy ofthe Compa ny, including the activities bo be undertaken by Ihe Company in conformity with Schedule Vlipfthe Companies AC1.2Q13and the Rules thereof,

* Recommend the |mount of expenditure 1» ho Incurred on CSR activities on an annual basis, and

* Monitor the CSR policy ofthe Compa ny from time to time.

20. DISCLOSURE OF PARTICULARS

As required by the Companies {Disclosure of Particulars in the Report of Board of Dinedors) Rules, 1SNJ0. Ihe relevant information is given hereunder:

* CONSERVATION OF ENERGY

The Manufacturing unit of the Company has been established with Ihe latest available technology and contnues to be well maintained. The Company is continuously gtvmg emphasis on economic usage of energy. The required doiaiis are given in Form 'A'annexed herewith

* ABSORPTION OF TECHNOLOGY

The technology in vogue is fully indigenous and the Company is able tofu ly use the technologies aval able. The Company is always on lookout Ha develop technologies to ensure still belter quality a red further improvement and efficiency No specific expenditure was inctirred on Research A Development activities and therefore disclosure is rot considered necessary.

* FOREIGN EXCHANGE EARNING AND OUTGO

Foreign Exchange Earning : NIL

Foreign Exchange Outgo : For Import of Consumable Slates - 5 15,036

21. PARTICULARS Of EMPLOYEES

The Company has no employee who was in the employment of the Company ihnougSioul Uic financial year under review and was in ol remuneration of not less Shim T 50.00.000 per ann urn during the financial year ended 31u March. 2014 or rwt less lhar ^ 5,00,000 par month during any pad of lhe aa:d year.

22. personnel, industrial relations and marketing

People ere considered 1p he one of most valuable resource's and the Company recognizes 1hat working environment motivate employees 1o be productive and innovative. Your Company lock variousrnitiatives for human resource dcwiloprncntanc bar. maintained h.f:n!thy and himwntous mdnatna retatione at an location^, Qur employees form the backbone, a solia foundation of our organization Industrial relations have remained harmonious throughouttho year

23. ENVIRONM ENT AND SOCIAL OB LIGATION

The Company's plant com alias with all norms set up for clean and better environment by the com potent authorises. The Company untiertakes regular checks ( inspections including cert fixation for the maintenance' of lhe environment. The Company values environmental protection and safely as the major consideralions in its Functioning The Company tias adequate arrangements to prevent pollution. The Company is conhnutijaly endeavor ng to improve the health and quality of life in the oommunrliaa surrounding 4s industrial complex

24. INTERNAL COM PLAINT REGARDING SEXUAL HARRASSMENT

There were no cases of sexual harassment of woman at work place. Also, there are no instances of child tobourf tcrced laborin' involuntary labour and discriminatory employment during the year

25. WHISTLE BLOWER POLICY AN O VIGIL MECHANISM

Ytiur Company recognises the value et transparency and accountability in its administrative an.d management practices. The Company promotes the ethical be navior in all its business activities. The Company has adopted the Whistle blower Policy and vigil Mochantim In view to provide a mechanism forme directors and employees of lhe Company to approach Audit Committee of the Company to report ex stmc/prnbahle violations oflaws, rules, regulations or unethical conduct.

26. ACKNOWLEDGEMENT

Your Directors wish to place an record their appreciation for the whole headed and sincere cooperation Iho Company has received from its Customers, Shareholders, vendors, hankers, business associates, h^ulatoiyandgditfrimeirt authorities tor their continued support

for and on behalf of the Board of Directors

Place: Raipur Date : 25th August. L2014 Rajesh Agrawal Managing Director

---

Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the 23rd Annual Report of your Company together with the audited accounts for the financial year ended 31stMarch,2011.

(Rs. In Lacs) (Rs. in lacs) Particulars 2010-11 2009-10

Sales 63480.02 42550.05

Profit Before Tax1 572.94 1336.16

Taxes and Deferred Tax Adjustment 459.17 250.17

Profit After tax 1113.77 1085.99

Appropriations:

Proposed dividend 0 263.85

Tax on dividend 0 44.84

Amount transferred to General Reserve 222.75 217.20

Amount transferred to Redemption 539.67 365.79 Reserve

Add: Brought forward profit (losses) 2314.74 2120.43

Profit (Loss) carried over to balance 2666.08 2314.74 Sheet

2. PERFORMANCE

During the Year under review the production of steel structural including conversion production increased from the level of 1.79 lacs MT to 2.10 lacs MT. The production of Blooms and Billets increased from 1.04 lacs MT to 1.12 lacs MT. The aggregate sales volume of steel structural was increased from the level of 1.32 lacs MT last year to 1.77 lacs MT in the current year. Profit aftertax stood at Rs. 1113.77 lacs as compared to Rs. 1085.99 lacs after providing for depreciation Rs. 731.82 lacs as compared to Rs.865.20 lacs and tax Rs. 357.97 lacs as compared to Rs. 243.03 lacs. The EBIDTA has increased from Rs. 2801.09 lacs to Rs. 2919.62 lacs, and Profit before tax has increased from Rs. 1336.16 Lacs to Rs. 1572.94 Lacs. The gross turnover of the Company stood at Rs.634.80 crores as against Rs.425.50 crores in last financial year registering a growth of 49%. However its impact is not reflecting in Profits because of increase in costs of raw materials.

In view of the above, as a whole your Company has performed well. Your Directors are very much confident that the progress would continue in coming years as well.

3. REDEMPTION OF PREFERENCE SHARES

During the year, your Company has redeemed 10,00,000 Preference Shares and consequently related share capital has been reduced.

4. DIVIDEND

The Company is planning to increase its operations by adding further capacities through Greenfield, Brownfield projects as well as acquisitions. A detailed plan is under preparation however any such Mega Plan requires significant investment. The Company is planning to complete expansion in next three years. It is therefore very much necessary that the financial resources available with the company be kept intact. The expansion of activities will bring further growth to the company's operations and all stakeholders are expected to be immensely benefitted from such growth.

In view of the above, your directors have taken a well thought prudent decision not to propose any dividend, for the year under review.

5. TRANSFER TO RESERVE

The Company has transferred Rs. 222.75 lacs to the General Reserve and Rs. 539.67 lacs to Capital Redemption Reserve for the redemption of preference shares out of the amount available for appropriation and an amount of Rs. 2666.08 Lacs is retained in the Profit and Loss Account.

6. INFORMATION ON THE STATUS OF AFFAIRS OF THE COMPANY

Information on the operational and financial performance etc is given in the Management Discussion and Analysis Report.

7. CREDIT RATING

CRISIL has assigned BBB rating to the Company which indicates the level of Stable outlook under Bank Loan Rating.

8. PUBLIC DEPOSIT

Your Company did not accept public deposits during the year under review.

9. SUBSIDIARY

Your Company has no subsidiary.

10. CORPORATE SOCIAL RESPONSBILITY

Mahamaya Steel Industries Limited has over the past many years made a conscious effort to incorporate sustainability principles in its approach to Business.

Corporate Sustainability is about sustainability of Profits, Planet and People. It is about value creation that provides lasting and enduring benefits leading to the enhancement of human, social, natural, economic and financial capital.

Our initiatives has always supported Social cause like for running of Schools, Social community center, Environment protection. During the year under review your Company has done plantation in different areas. This is expected to enhance the beauty of earth and to reduce the pollution.

During the year Company had also participated in the Incorporation of Mahamaya Charitable Foundation whose main object is to promote and to aid and assist medical, educational, housing facility and to give food and clothing for the poor, needy, handicapped and senior citizens and to afford relief to people in distress and affected by earthquake, flood, famine, pestilence and other accidents and conduct or grant help for the support of the inmates of orphanages.

All these initiatives create a socially and ethically responsible business entity and helps in long term sustainability thus ensuring value growth for all our various stakeholders.

11. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report, as required under the Listing Agreement with Stock Exchanges, is enclosed as Annexure A

12. STOCK EXCHANGE

It gives us immense pleasure to inform you after a long period of 12 years your Company's Shares have been admitted for trading in Bombay Stock Exchange after revocation of suspension on 23"* February, 2011, further the Shares of the Company has been admitted to both the depositories i.e National Securities Depository Limited & Central Depository Services (India) Ltd.

The annual listing fees for the year 2011-12 has been paid. The Company is in process of complying with de-listing formalities with other Stock Exchanges.(Madhya Pradesh, Jaipur, Kolkata & Hyderabad Stock Exchange).

13. DISCLOSURE OF PARTICULARS

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant information is given hereunder:

- CONSERVATION OF ENERGY

The Manufacturing unit of the Company has been established with the latest available technology and continues to be well maintained. The Company is continuously giving emphasis on economic usage of energy. The required details are given in Form A' annexed herewith.

- ABSORPTION OF TECHNOLOGY

The technology in vogue is fully indigenous and the Company is able to fully use the technologies available. The Company is always on lookout to develop technologies to ensure still better quality and further improvement and efficiency. No specific expenditure was incurred on Research & Development activities and therefore disclosure is not considered necessary.

- FOREIGN EXCHANGE EARNING AND OUTGO

Foreign Exchange Earning: During the year under review material was also sold in Nepal, but the sale was under rupee trade hence separate disclosure is not required.

Foreign Exchange Outgo: For Import of Consumable Stores- $ 142675.

14. DIRECTOR'S RESONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

The Financial statements are prepared in accordance with the accounting standards issued by the Institute of Charetered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to us. There are no material departures from prescribed accounting standards in the adoption of the accounting standards.

The Board of Directors accepts responsibility for the integrity and objectivity of these financial statements. The accounting policies used in the preparation of financial statements have been consistently applied. The estimates and judgements related to the financial statements have been made on a prudent and reasonable basis, in order that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present our state of affairs and profits for the year.

We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the 1956 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

15. CORPORATE GOVERNANCE

Corporate Governance for the Company means achieving high level of accountability, efficiency, responsibility and fairness in all areas of operations. Our work force is committed towards the protection of the interest of the stakeholders including shareholders, creditors, investors, customers, employees etc. Our policies consistently undergo improvements keeping in mind our goal i.e maximization of values of all the stakeholders. The Corporate Governance Practices followed by the Company are given in the Annual Report. A certificate from M/s Batra Deepak & Associates, Statutory Auditors of the Company regarding compliances of conditions of Corporate Governance stipulated by Stock Exchange is enclosed with the "Report On Corporate Govenance."

16. PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217(2A) of the Act read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Directors' Report, as an addendum thereto. However, as per the provisions of Section 219(1)(b)(iv)of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company excluding the aforesaid information about the employees. Any Member, who is interested in obtaining such particulars about employees, may write to the Company Secretary at the Registered Office of your Company.

17. DIRECTORS

As per Article 95 of the Articles of Association Mr. D.K. Porwal and Mr. Neeraj Kansal retire by rotation in the forthcoming Annual General Meeting both of them being eligible, seek re- appointment.

18. AUDITORS

M/s Batra Deepak & Associates, Chartered Accountants, Raipur were appointed as Statutory Auditor of your Company from the conclusion of the previous Annual General Meeting until the conclusion of the ensuing Annual General Meeting. Being eligible they offer themselves for re- appointment as auditors of your Company.

The Board proposes the re-appointment of M/s Batra Deepak & Associates, Chartered Accountants, Raipur as Statutory Auditor of your Company based on the recommendation of the Audit Committee, to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Resolutions seeking your approval on these items are included in the Notice convening the Annual General meeting.

19. INDUSTRIAL RELATIONS

The industrial relations continue to be peaceful and cordial. The performance of the Company during the year is the result of concerted effort of the manpower. The Company has treated its employees as the pillars of its success. There is a constant Endeavour to translate the hard work of the employees to performance. Consistent efforts and initiatives have been taken to train and upgrade the employees to make them multi-skilled, to establish cross-functional team based working and employee empowerment.

Acknowledgements

We thank our customers, vendors, investors, bankers Central and State Governments for their continued support during the year. We placed on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

FOR AND ON BEHALF OF THE BOARD

For, MAHAMAYA STEEL INDUSTRIES LIMITED

RAMANAND AGRAWAL

CHAIRMAN

Place: Raipur Date : 28th May, 2011

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Mar 31, 2010

The Directors are delighted to present theirTwenty Second Annual Report on the business and operations ofyour Company along with the Aaudited Balance Sheet and Profit and Loss Account for the year ended on 31 st March, 2010.



1. FINANCIAL HIGHLIGHTS (Rs. in lacs)

Particulars 2009-10 2008-09

Sales 42550.05 41752.87

Profit Before Tax1 336.16 1329.26

Taxes and Deferred Tax Adjustment 250.17 595.13

Profit After tax 1085.99 734.13

Appropriations:

Proposed dividend 263.85 67.85

Tax on dividend 44.84 11.53

Amount transferred to General Reserve 217.20 146.83

Amount transferred to Redemption Reserve 365.79 301.23

Add: Brought forward profit (losses) 2120.43 1913.74

Add: Provision of Dividend written back 0 0

Profit (Loss) carried over to balance shee 2314.74 2120.43

2. PERFORMANCE





During the year under review the Steel Industry of India emerged as the 5th Largest Producer of the steel in the World. However, the industry faced higher volatility in price and there was a sharp reduction in sale prices across the entire Steel Industry. Your company started its second steel structural mill in last year. As a result of increase in the installed capacity your company could get more clients. The production of steel structural including conversion production increase from the level of 1.30 lac MT to 1.79 lacs MT. The production of Blooms and Billets increased from 58201 MT to 104067 MT effective capacity utilization has also increased. The aggregate sales volume of steel structural was increased from the level of 92165 MT last year to 132206 MT in the current year. The conversion sales increase from 30688 MT to 40754 MT. However, the impact of increase in production and sales in quantity terms is not reflected in absolute terms because of reduction in sale price. The gross turnover of the Company stood at Rs.425.50 crores as against Rs.417.52 crores in last financial year.

3. PROFIT:

Profit after tax stood at Rs. 1085.91 lacs as compared to Rs. 734.13 lacs after providing for depreciation

Rs. 866.16 lacs as compared to Rs.328.25 lacs and tax Rs. 242.86 lacs as compared to Rs. 139.76 lacs. The EBIDTA has increased from Rs. 2229.42 lacs to Rs. 2801.08 lacs registering a growth of 25.64 % and Profit before tax has increased from Rs.1329.26 Lacs to Rs. 1336.16 Lacs thereby maintaining the last years level.

In view of the above, as a whole your Company has performed very well on all fronts. Your Directors are very much confident that the progress would continue in coming years as well.

4. ISSUANCE OF PREFERENCE SHARES

During the year under review, your Company allotted 1,00,00,000 8% Redeemable Non-Convertible Non- Cumulative Preference Shares of Rs. 10/- each on the basis of approvals given by Shareholders in the last AGM.

5. REDEMPTION OF PREFERENCE SHARES

During the year, your Company has redeemed 1,000,000 Preference Shares and consequently related share capital has been reduced..

6. DIVIDEND

Your Directors recommend a dividend of Re. 0.50 per share on 1,35,70,400 Equity shares of the face value of Rs. 10/- each, aggregating Rs.67.85 Lacs for the year ended 31 st March,2010.

The Register of Members and the share transfer books will remain closed from 20th September, 2010 to 28th September, 2010 both days inclusive. The Annual General Meeting of the Company is scheduled to be held on 28th September, 2010.

As on 1st April 2010, 2.20 Crore shares were outstanding. Further 8% Redeemable Non-Convertible Non Cumulative Preference Shares were allotted on 5th Jan, 2010, As per issue terms the dividend on Preference Shares, is declared on pro-rata basis from the date of allotment till the end of the first financial year So the directors recommended 8% dividend on prorate basis aggregating Rs. 196.00 Lacs.

7. TRANSFER TO RESERVE

The Company has transferred Rs. 217.20 lacs to the General Reserve and Rs. 365.79 lacs to Capital Redemption Reserve for the redemption of preference shares out of the amount available for appropriation and an amount of Rs. 2314.74 Lacs is retained in the Profit and Loss Account.

8. INFORMATION ON THE STATUS OF AFFAIRS OF THE COMPANY

Information on the operational and financial performance etc is given in the Management Discussion and Analysis Report.

9. CREDIT RATING

CRISIL has assigned BBB+ rating to the Company which indicates the level of Stable outlook under Bank Loan Rating.

10.PUBLIC DEPOSIT

Your Company did not accept public deposits during the year under review.

11. SUBSIDIARY

Your Company has no subsidiary.

12.CORPORATE SOCIAL RESPONSBILITY

In line with its commitment of contributing towards Corporate Social responsibility initiatives on a yearly basis your Company has always supported Social cause like for running of Schools, Social community center, Environment protection. During the year under review your Company has done plantation in different areas. This is expected to enhance the beauty of earth and to reduce the pollution.

13. MANAGEMENT DISCUSSIONS ANALYSIS

Management Discussion and Analysis Report, as required underthe Listing Agreement with Stock Exchanges, is enclosed as Annexure A

14. STOCK EXCHANGE

The Equity shares of the Company are listed on Bombay Stock Exchange. The annual listing fees for the year 2010-11 has been paid only to Bombay Stock Exchange as the Company is in process of complying with de-listing formalities with other Stock Exchanges.(Madhya Pradesh, Jaipur, Kolkata & Hyderabad Stock Exchange). We are glad to inform you all that your Company got the listing permission for additional 90,54,600 shares. Your Company is in the process of submitting documents for getting trading permission for 13570400 Shares, and simultaneously applying for the ISIN Number from NSDL andCDSL.

15.DISCLOSURE OF PARTICULARS

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant information is given hereunder:

- CONSERVATION OF ENERGY

The Manufacturing unit of the Company has been established with the latest available technology and continues to be well maintained. The Company is continuously giving emphasis on economic usage of energy. The required details are given in Form A annexed herewith.

- ABSORPTION OF TECHNOLOGY

The technology in vogue is fully indigenous and the Company is able to fully use the technologies available. The Company is always on lookout to develop technologies to ensure still better quality and further improvement and efficiency. No specific expenditure was incurred on Research & Development activities and therefore disclosure is not considered necessary.

- FOREIGN EXCHANGE EARNING AND OUTGO

Foreign Exchange Earning: During the year under review material was also sold in Nepal, but the sale was under rupee trade hence separate disclosure is not required.

Foreign Exchange Outgo: For Import of Consumable Stores - $44240.

16. DIRECTORS RESONSIBILITY STATEMENT

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

The Company has, in the preparation of the annual accounts, followed the applicable accounting standards along with proper explanations relating to material departures, if any;

The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit of the Company for the year ended March 31,2010;

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

The Directors have prepared the annual accounts for the year ended March 31,2010 on a going concern basis.

17.CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governance practices. During the year under review, your Company was in compliance with the provisions of Clause 49 of the Listing Agreement with the stock exchanges relating to corporate governance.

A separate section on Corporate Governance together with a certificate from your Companys Statutory Auditors forms a part of this Annual Report.

18.PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217(2A) of the Act read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Directors Report, as an addendum thereto. However, as per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company excluding the aforesaid information about the employees. Any Member, who is interested in obtaining such particulars about employees, may write to the Company Secretary at the Registered Office of your Company.

19.DIRECTORS

Mr. Manish Kumar Agrawal was appointed as an Additional Director with effect from 30th January, 2010 to hold office till the conclusion of the ensuing Annual General Meeting. Notice pursuant to Section 257 of the Act has been received from a Member proposing Mr. Manish Kumar Agrawal for appointment as Director of your Company.

Mr. Atul Garg was appointed as an Additional Director with effect from 30th January, 2010 to hold office till the conclusion of the ensuing Annual General Meeting. Notice pursuant to Section 257 of the Act has been received from a Member proposing Mr. Atul Garg for appointment as Director of your Company.

Mr. Gitesh Agrawal, Mrs. Gulab bai Agrawal retire from office by rotation and being eligible, offer themselves for reappointment.

The Board recommends the above appointments. Resolutions seeking your approval on these items are included in the Notice convening the Annual General Meeting together with a brief resume of the Directors being appointed / reappointed.

20.AUDITORS

M/s Batra Deepak &Associates, Chartered Accountants, Raipurwere appointed as Statutory Auditor of your Company from the conclusion of the previous Annual General Meeting until the conclusion of the ensuing Annual General Meeting. Being eligible they offer themselves for re-appointment as auditors of your Company.

The Board proposes the re-appointment of M/s Batra Deepak & Associates, Chartered Accountants, Raipur as Statutory Auditor of your Company based on the recommendation of the Audit Committee, to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Resolutions seeking your approval on these items are included in the Notice convening the Annual General meeting

21.INDUSTRIAL RELATIONS

The industrial relations continue to be peaceful and cordial. The performance of the Company during the year is the result of concerted effort of the manpower. The Company has treated its employees as

the pillars of its success. There is a constant Endeavour to translate the hard work of the employees to performance. Consistent efforts and initiatives have been taken to train and upgrade the employees to make them multi-skilled, to establish cross-functional team based working and employee empowerment.

22.APPRECIATION

Your directors wish to take this opportunity to express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates, Central and State Governments for their co- operation and support and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Companys performance. We applaud them for their superior levels of competence, dedication and commitment to your company.



BY ORDERS OF THE BOARD

For, MAHAMAYA STEEL INDUSTRIES LIMITED

Sd/-

RAMANAND AGRAWAL

CHAIRMAN

Place: Raipur

Date: 10th August, 2010