Directors Report of Manaksia Steels Ltd.

Mar 31, 2025

The Board of Directors ("the Board”) has the pleasure of presenting the 24^th (Twenty Fourth) Annual Report on the
business and operations of the Company together with the Audited Financial Statements for the financial year ended
31^st March, 2025.

FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year ended 31^st March, 2025 is summarized below:

(H in Lacs)

Particulars	STANDALONE			CONSOLIDATED
	2024-25		2023-24	2024-25		2023-24
Total Revenue	59,781.83		64,759.11	64,679.26		69,669.90
Earnings before Interest, Tax, Depreciation & Amortisation (EBITDA) Profit Before Tax (PBT) Less: Tax Expenses - Current Tax	2,568.68		4,807.04	2,731.20		5,306.20
	1,263.29		3,888.32	1,199.99		3,782.67
	154.79		559.27	219.92		594.03
- Deferred Tax	(61.76)		306.87	4.97		350.27
Profit for the period	1170.26		3,022.18	974.98		2,838.36
Other Comprehensive Income / (Loss)	(1450.47)		(312.34)	(2,082.96)		(1,834.12)
Total Comprehensive Income for the period	(280.21)		2,709.84	(1,107.98)		1,004.24
Balance brought forward from previous year	17,424.54		14,714.70	16,571.02		15,567.48
Total Amount available for appropriation	17,144.33		17,424.54	15,463.04		16,571.02
Appropriations:
Transfer to General Reserve	-		-	-		-
Surplus Carried to Balance Sheet	17,144.33		17,424.54	15,463.04		16,571.02
Total	17,144.33		17,424.54	15,463.04		16,571.02

STATE OF COMPANY''S AFFAIRS AND
FUTURE OUTLOOK

Kindly refer to the ''Management Discussion and
Analysis Report'' which forms part of this Annual Report.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of
the Company during the year under review.

DIVIDEND

In view of the planned business growth, your Directors
deem it proper to preserve the resources of the Company
for its future and therefore do not propose any dividend
for the Financial Year ended 31^st March, 2025.

No amount was required to be transferred to the Investor
Education and Protection Fund (IEPF) during the period
under review.

TRANSFER TO RESERVES

The Board does not propose any amount for transfer to
the General Reserve.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on
31^st March, 2025 stood at H655.34 Lacs. During the year
under review, the Company has not issued any further
shares.

During the year under review, there were no changes
in the authorized, issued, subscribed and paid-up share
capital of the Company.

During the year under review, there was no
reclassification, sub-division, reduction of share capital,
buy back of shares, changes in capital structure resulting
from restructuring and changes in voting rights of the
equity shares of the Company.

DETAILS PERTAINING TO SHARES IN
SUSPENSE ACCOUNT

Details of shares held in the demat suspense account
as required under Regulation 34(3) read with Schedule
V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended
(hereinafter referred to as "Listing Regulations”)
forms a part of the Corporate Governance Report in
"Annexure - A".

DETAILS UNDER SECTION 67(3) OF THE
COMPANIES ACT, 2013 IN RESPECT OF
ANY SCHEME OF PROVISIONS OF MONEY
FOR PURCHASE OF OWN SHARES BY
EMPLOYEES OR BY TRUSTEES FOR THE
BENEFIT OF EMPLOYEES

There were no such instances during the year under
review.

OPERATIONS AND BUSINESS
PERFORMANCE

The performance of the Company during the Financial
Year 2024-25 was moderate considering the overall
growth of the Industry. The Company reported a
revenue of H584.18 Crores on Standalone basis during
FY 2024-25 as against H631.96 Crores during the FY 2023¬
24, which was 8.17% lower than the previous year due
to consolidation of Company''s various operations. The
primary revenue was driven by colour -coated steel
sheets and coils which accounted for around 33.44%
of total income. This was followed by revenue from
galvanized steel sheets and hot rolled steel sheets and
coils. The Company would control expenses at all levels
which helped the Company to maintain its profitability.
EBITDA stood at H25.68 Crores in FY 2024-25 as against
H48.07 Crores reported during the FY 2023-24. Earnings
per share of the Company was H1.79 for FY 2024-25 which
was lower by H2.82 compared to previous financial year.

The Company took a major expansion drive by
establishing a new Aluzinc coated steel line in its Haldia
facility. The new line is expected to be operational
during the first quarter of the current financial year. The
Board is confident that this expansion is expected to
significantly contribute to the volumes and margins of
the Company during the current financial year.

The details of operation and business performance of
the Company during the period under discussion has
been elaborated in the ''Management Discussion and
Analysis Report'' forming part of this Annual Report.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

Management Discussion and Analysis Report for the
year under review, as stipulated under Regulation
34(2) (e) read with Para B to Schedule V of the Listing
Regulations forms part of this Annual Report.

DETAILS RELATING TO MATERIAL

VARIATIONS

The Company has not issued any prospectus or letter of
offer during the last five years and raised no money from
the public and as such the requirement for providing the
details relating to material variation is not applicable to
the Company for the year under review.

MATERIAL CHANGES AND COMMITMENTS,
IF ANY, 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 THE REPORT

There is no material change and/or commitment of
the Company during the period between the end of the
financial year 2024-25 and the date of this report that
can affect the financial position of the Company for the
year under review.

ANNUAL RETURN

Pursuant to Section 92(3) and 134(2)(a) of the Companies
Act, 2013 (hereinafter referred to as "the Act”), the draft
Annual Return in Form MGT-7 for the year ended 31^st
March, 2025 has been uploaded on the website of the
Company and the web link thereto is https://www.
manaksiasteels.com/pdf/Draft-MGT-7.pdf.

The final Annual Return shall be uploaded in the same
weblink after the said Return is filed with the Registrar of
Companies, Kolkata.

CORPORATE GOVERNANCE REPORT

The Company follows the corporate governance
guidelines and best practices sincerely and discloses
timely and accurately, information regarding the
operations and performance of the Company.

Pursuant to Regulation 34 read with Para C to Schedule
V of the Listing Regulations, a Report on Corporate
Governance along with a certificate from the Statutory
Auditors of the Company confirming compliance
with the conditions of the Corporate Governance is
forming part of this Directors'' Report and marked as
"Annexure-A".

MEETINGS OF THE BOARD OF DIRECTORS

The details of the meetings of the Board of Directors of
the Company held during the year have been provided
in the Corporate Governance Report forming part of this
Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls
(IFC) and compliance systems established and
maintained by the Company, work performed by the
internal auditors, statutory auditors, cost auditors,

secretarial auditors and the reviews performed by
management and the relevant Board Committees,
including the Audit Committee, the Board is of the
opinion that the Company''s IFC were adequate and
effective during Financial Year 2024-25.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of
the Act, the Board of Directors of the Company, to the
best of its knowledge and ability, confirms that:

a) in the preparation of the annual accounts for
the year ended 31^st March, 2025, the applicable
accounting standards had been followed along with
proper explanation relating to material departures, if
any;

b) the Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company as at the end of the financial year
2024-25 and of the profit of the Company for that
period;

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

d) the annual accounts had been prepared on a going
concern basis;

e) the Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls were adequate and
operating effectively;

f) 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.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Changes in Directors and Key Managerial
Personnel

During the year under review, Dr. Kali Kumar Chaudhuri
(DIN: 00206157) ceased to be the Director of the
Company with effect from 18^th September, 2024 upon
conclusion of the 23^rd Annual General Meeting (AGM)
due to completion of his second term of five years as an
Independent Director.

Further, the Shareholders at their 23^rd AGM of the
Company held on 18^th September, 2024 approved the
re-appointment of Mr. Ramesh Kumar Maheswari (DIN:
00545364) as an Independent Director of the Company
to hold office for second term of five consecutive years
with effect from 16^th July, 2024.

Further, during the year under review, Mr. Biswanath
Bhattacharjee (DIN: 00545918) has been appointed as an
Independent Director of the Company with effect from
16^th July, 2024 and the same has been approved by the
Shareholders at the 23^rd Annual General Meeting of the
Company held on 18^th September, 2024.

Further, during the year under review, Mr. Varun
Agrawal (DIN: 00441271), has been re-appointed as
Managing Director of the Company for a further period
of three years with effect from 11^th February, 2025 and
the same has been approved by the Shareholders at the
23^rd Annual General Meeting of the Company held on
18^th September, 2024.

Except as stated above, there has been no change in the
composition of the Board of Directors of the Company.

Retirement by Rotation

In accordance with the provision of Section 152 of the
Act read with Article 87(1) of the Articles of Association
of the Company, Mr. Suresh Kumar Agrawal (DIN:
00520769) Director, is liable to retire by rotation at the
ensuing 24^th Annual General Meeting and being eligible,
offers himself for re-appointment.

Key Managerial Personnel

There has been no change in the Key Managerial
Personnel of the Company during the year under review.

Independent Directors

The Independent Directors of the Company have
submitted requisite declarations confirming that they
continue to meet the criteria of independence as
prescribed under Section 149(6) of the Act and Regulation
16(1)(b) of the Listing Regulations. The Independent
Directors have also confirmed that they have complied
with Schedule IV of the Act and the Company''s Code of
Conduct. In the opinion of the Board, there has been
no change in the circumstances which may affect
their status as independent directors of the Company
and the Board is satisfied of the integrity, expertise and
experience of all independent directors on the Board.

All the Independent Directors of the Company have
registered themselves with the Independent Directors''
Data Bank maintained by the Indian Institute of
Corporate Affairs (IICA). In terms of Section 150 of the
Act read with Rule 6(4) of the Companies (Appointment
and Qualification of Directors) Rules, 2014, the
Independent Directors are required to undertake online
proficiency self-assessment test conducted by the IICA
within a period of two years from the date of inclusion
of their names in the data bank, unless they fall within
the exempted category. All the Independent Directors
who are not falling within the exempted category,
have successfully cleared the online proficiency self¬
assessment test.

None of the Directors of the Company is disqualified
and/or debarred as per the applicable provisions of the
Act and the Securities and Exchange Board of India (the
"SEBI”).

COMPLIANCE WITH THE CODE OF
CONDUCT

All Directors, Key Managerial Personnel and senior
management personnel of the Company have confirmed
compliance with the Code of Conduct applicable to
the Directors and employees of the Company. The
Managing Director has given the certificate as required
under Regulation 34(3) read with Part D of Schedule V of
the Listing Regulations regarding compliance with the
Code of Conduct of the Company for the year ended on
31^st March, 2025, which forms part of this Report.

The Code of Conduct is available on the Company''s
website www.manaksiasteels.com.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India has issued
Secretarial Standard -1 (SS-1) on ''Meeting of the Board of
Directors'' and Secretarial Standard - 2 (SS-2) on ''General
Meeting'' and both the Secretarial Standards have been
approved by the Central Government under Section
118(10) of the Act. Pursuant to the provisions of Section
118(10) of the Act, it is mandatory for the Company to
observe the secretarial standards with respect to Board
Meetings and General Meetings. The Company has
adopted and followed the set of principles prescribed in
the respective Secretarial Standards for convening and
conducting Meetings of the Board of Directors, General
Meetings and matters related thereto. The Directors
have devised proper systems to ensure compliance with
the provisions of all applicable Secretarial Standards
and that, such systems are adequate and operating
effectively.

STATUTORY AUDITORS AND AUDITORS''
REPORT

M/s S K Agrawal and Co. Chartered Accountants
LLP, Chartered Accountants, (Firm Registration No.
3306033E/E300272) has been appointed as Statutory
Auditors of the Company at the 23^rd AGM of the
Company held on 18^th September, 2024, for a period of
five consecutive years to hold office from the conclusion
of the 23^rd AGM till the conclusion of the 28^th AGM of the
Company on such remuneration as may be determined
by the Board of Directors based on the recommendation
of the Audit Committee and mutually agreed by the
Statutory Auditors, in addition to the reimbursement of
out of pocket expenses as may be incurred by them for
the purpose of audit.

There is no observation (including any qualification,
reservation, adverse remarks or disclaimer) of the
Auditors in their Audit Report that may call for any
explanation from the Directors. The specific notes

forming part of the accounts referred to in the Auditor''s
Report are self-explanatory and give complete
information.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 read with Regulation
24A of the Listing Regulations, the Board of Directors
of the Company has appointed M/s. MKB & Associates,
Practicing Company Secretaries, Kolkata as Secretarial
Auditors to conduct Secretarial Audit of the Company
for the Financial Year 2024-25. Further, as per the recent
amendments in Listing Regulations, the appointment
of Secretarial Auditors has to be approved by the
shareholders in an Annual General Meeting. Necessary
resolution to that effect will be embodied in the Notice
of ensuing AGM for the year 2025 for approval of the
Shareholders.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in Form MR-3 as given by
the Secretarial Auditors of the Company for the financial
year ended 31^st March, 2025, forms part of the Directors''
Report and is annexed as "Annexure-B".

The Secretarial Audit Report confirms that the Company
has complied with the provisions of the Act, Rules,
Regulations, and Guidelines and there is no deviation or
non-compliance. There is no observation (including any
qualification, reservation, adverse remarks or disclaimer)
of the Secretarial Auditors in their Audit Report that may
call for any explanation from the Directors.

The Company has appointed Bajaj Todi & Associates,
Practicing Company Secretaries, Kolkata to carry out
the necessary audit in terms of Regulation 24A of Listing
Regulations. The Annual Secretarial Compliance Report
received from Bajaj Todi & Associates was placed before
the Board and has been filed with the Stock Exchanges
where the Securities of the Company are listed.

COST AUDITORS AND MAINTENANCE OF
COST RECORDS

The Company is required to maintain cost records as
specified by the Central Government under sub-section
(1) of section 148 of the Act; and accordingly such
accounts and records are made and maintained.

Pursuant to the requirement of Section 148 of the Act, cost
audit is applicable to your Company for manufacturing
items covered under Rule 3 of the Companies (Cost
Records and Audit) Rules, 2014. The Board of Directors
of your Company on the recommendation of the Audit
Committee has appointed M/s B. Mukhopadhyay &
Co, Cost Accountants, Kolkata as Cost Auditors of the
Company for the Financial Year 2024-25. As required
under the Act, the remuneration payable to the Cost
Auditors for FY 2024-25 was ratified by the shareholders
in the AGM held on 18^th September, 2024.

The Board, pursuant to the provisions of Section 148 of
the Act, read with Companies (Cost Records and Audit)
Rules, 2014 has re-appointed M/s B. Mukhopadhyay
& Co, Cost Accountants, Kolkata as the Cost Auditors
of the Company for the Financial Year 2025-26
and accordingly, a resolution for seeking Members
ratification for the remuneration payable to the Cost
Auditors for the FY 2025-26, would be placed before
the forthcoming 24^th AGM of the Company for their
approval. The Cost Auditors are expected to file the cost
audit report with the Central Government within the
specified period.

INTERNAL AUDITORS

The Audit Committee and the Board of Directors of the
Company have appointed KASG & Co., (Firm Regn. No.
002228C) Chartered Accountants, Kolkata as Internal
Auditors of the Company for the Financial Year 2024-25.
Further, in its meeting held on 28^th May, 2025, the Board
on recommendation made by the Audit Committee
has reappointed KASG & Co., Chartered Accountants,
Kolkata as Internal Auditors of the Company for the
financial year 2025-26.

FRAUD REPORTING

There was no fraud reported by the Auditors of the
Company under Section 143(12) of the Act to the Audit
Committee or the Board of Directors during the financial
year under review.

CYBER SECURITY

The Company has established requisite technologies,
processes and practices designed to protect networks,
computers, programs and data from external attack,
damage or unauthorized access.

The Board review the cyber security risks and mitigation
measures from time to time.

DISCLOSURE ON EMPLOYEE STOCK
OPTION/ PURCHASE SCHEME

During the year under review, your Company has not
provided any employee stock option/ purchase scheme.

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

The full particulars of the loans given, investments
made, guarantees given or security provided and the
purpose for which the loan or investment or guarantee
or security is proposed to be utilised as per the provisions
of Section 186 of the Act are provided in the notes to the
Financial Statements (Refer note no. 4 & 8).

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

The particulars of the loans given, investments made,
guarantees given or security provided and the purpose
for which the loan or investment or guarantee or security
is proposed to be utilised as per the provisions of Section
186 of the Act are provided in the notes to the Financial
Statements (Refer note no. 4 & 8). The company has
not invested in the securities of other body corporates
or extended any loan or guarantees thereof during the
financial year ended 31^st March, 2025. However, the
Company has invested in securities of other corporates
and outstanding balance is H4726.49 lacs as on 31^st March
2025 details whereof are provide in note 4 attached
with the Financial Statements. The Company has no
outstanding balance of loans and guarantee given as on
31^st March, 2025.

PARTICULARS OF CONTRACT OR
ARRANGEMENTS WITH RELATED PARTIES

In compliance with the provisions of the Act and the
Listing Regulations, all Related Party Transactions
(RPTs) were placed before the Audit Committee for
approval. Omnibus approval of the Audit Committee
was obtained on a yearly basis for the transactions that
are foreseen and repetitive in nature. In accordance with
the requirement of Regulation 23 of Listing Regulations,
the material RPTs entered into by the Company during
the FY 2024-25 were approved by shareholders through
Postal Ballot. The transactions pursuant to the omnibus
approval so granted were reviewed periodically and
a detailed quarterly statement of all Related Party
Transactions duly certified by the Chief Financial
Officer of the Company was placed before the Audit
Committee. The policy on RPTs, as approved by the
Board, is available on the Company''s website at http://
www.manaksiasteels.com and the weblink thereto
https://www.manaksiasteels.com/Policy-on-Related-
Party-Transactions.pdf

During the year under review, all RPTs were at Arm''s
Length Price basis and were executed in the Ordinary
Course of Business. The particulars of contracts or
arrangements with related parties referred to in Section
188(1) of the Act in the prescribed Form AOC-2, form
part of this Director''s Report.

In compliance with the requirements of Regulation 23 of
Listing Regulations and the Act, shareholders'' approval
has been taken for material related party transactions to
be entered into by the Company and/or its subsidiaries
during the FY 2025-26.

There are no materially significant transactions entered
into by your Company with Promoters, Directors or
Key Managerial Personnel (KMPs), which have potential
conflict with the interest of the Company at large.

PARTICULARS OF LOANS/ADVANCES/
INVESTMENTS OUTSTANDING DURING
THE FINANCIAL YEAR AND OTHER
TRANSACTIONS WITH PROMOTER/
PROMOTER GROUP AS REQUIRED
UNDER SCHEDULE V OF THE LISTING
REGULATIONS

The details of related party disclosures with respect
to loans/ advances/ investments at the year end and
maximum outstanding amount thereof during the year
as required under Para A of Schedule V of the Listing
Regulations have been provided in the notes to the
Financial Statements of the Company. (Refer note no.
35).

The details of transactions, if any, entered into by the
Company with any person or entity belonging to the
promoter or promoter group holding 10% or more of the
shareholding of the Company has also been provided in
the notes to the Financial Statements of the Company.

DETAILS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The details required pursuant to the provisions of Section
134(3)(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, relating to Conservation of
Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo forms part of this Directors Report
and marked as "Annexure-C".

RISK MANAGEMENT SYSTEM

Risk Management is the process of identification,
assessment and prioritization of risks followed by
coordinated efforts to minimize, monitor and mitigate
the probability and/or impact of any unfortunate events
or to maximize the realization of opportunities.

The Company has a structured Risk Management
System, designed to safeguard the organization from
various risks through adequate and timely actions. The
Company manages, monitors and reports on its risks
and uncertainties that can impact its ability to achieve
its objectives. The major risks have been identified by
the Company and its mitigation process/ measures have
been formulated.

AUDIT COMMITTEE

The Company pursuant to the requirements of the
provisions of Section 177 of the Act read with Regulation
18 of the Listing Regulations, has in place an Audit
Committee. The Committee focuses on certain specific
areas and makes informed decisions in line with the
delegated authority and function according to the roles
and defined scope. The details of composition, terms of
reference and number of meetings held for the Committee
are provided in the Corporate Governance Report.

There were no such instances wherein the Board had not
accepted the recommendation of the Audit Committee.

NOMINATION AND REMUNERATION
COMMITTEE

The Company pursuant to the requirements of provisions
of Section 178(1) of the Act read with Regulation 19 of
the Listing Regulations, has in place a duly constituted
Nomination and Remuneration Committee. The details
of composition, terms of reference and number of
meetings held for the Committee are provided in the
Corporate Governance Report.

The Company, pursuant to provisions of Section
178 of the Act and Regulation 19 read with Para A of
Part D of Schedule II of the Listing Regulations, upon
recommendation of the Nomination and Remuneration
Committee has devised a Remuneration Policy
applicable to all Senior Executives of the Company

i.e. Directors, Key Managerial Personnel and Senior
Management. The said policy has been uploaded on
the website of the Company and the weblink is https://
www.manaksiasteels.com/RemunerationPolicy.pdf

There were no such instances wherein the Board had
not accepted the recommendation of the Nomination
and Remuneration Committee.

STAKEHOLDERS RELATIONSHIP
COMMITTEE

As required by the provisions of Section 178(5) of the
Act read with Regulation 20 of the Listing Regulations,
the Company has in place the Stakeholders Relationship
Committee. The details of composition, terms of
reference and number of meetings held for the
Committee are provided in the Corporate Governance
Report.

CORPORATE SOCIAL RESPONSIBILITY
COMMITTEE

The Company has constituted a Corporate Social
Responsibility Committee (hereinafter referred to as
"CSR Committee”) in accordance with Section 135 of the
Act and Rules made thereunder. The composition and
the detailed terms of reference of the CSR Committee are
provided in the Corporate Governance Report. The CSR
activities are inter-alia, focused on activities relating to
environmental sustainability & maintaining the quality
of air, promoting education & health care including
preventive health care and animal welfare.

The report on CSR activities pursuant to clause (o) of
sub-section (3) of Section 134 of the Act and Rule 8 of
the Companies (Corporate Social Responsibility Policy)
Rules, 2014 forms part of this Director''s Report and is
marked as "Annexure-''D''''.

The Company has formulated a CSR Policy indicating
the activities to be undertaken by the Company. The
Policy has also been uploaded on the Company''s website
and the weblink thereto is: https://www.manaksiasteels.
com/CorporateSocialResponsibility.pdf

There were no such instances wherein the Board had not
accepted the recommendation of the CSR Committee.

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

The Company has constituted an Internal Complaint
Committee in compliance with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Any employee may report her complaint to the Internal
Complaint Committee formed for this purpose. The
Company affirms that during the year under review,
adequate access was provided to any complainant who
wished to register a complaint. During the year, the
Company has not received any complaint of sexual
harassment.

ANNUAL EVALUATION OF BOARD
PERFORMANCE AND PERFORMANCE
OF ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

Pursuant to the provisions of the Act and Regulation 25
of the Listing Regulations, the Board has carried out an
Annual Evaluation of its own performance, performance
of the Directors individually as well as the evaluation of
the working of its Committees. Pursuant to the provisions
of the Act and Regulation 25 of the Listing Regulations
read with the Guidance Note on Board Evaluation
of SEBI dated 5^th January, 2017, the Nomination and
Remuneration Committee has laid down the criteria for
performance evaluation, in a structured questionnaire
form after taking into consideration various aspects of
the Boards functioning, composition of the Board and
its Committees, culture, execution, diligence, integrity,
awareness and performance of specific laws, duties,
obligations and governance, on the basis of which, the
Board has carried out the Annual Evaluation of its own
performance, the performance of Board Committee
and of Directors individually, by way of individual and
collective feedback from Directors. Further, pursuant to
para VII of Schedule IV of the Act and provisions of the
Listing Regulations, the Independent Directors of the
Company, without participation of Non-Independent
Directors and Members of Management, convened a
separate meeting on 28^th May, 2025, to inter-alia perform
the following:

¦ review the performance of the Chairperson of
the Company, taking into account the views of
executive directors and non-executive directors;

¦ Review the performance of Non-Independent
Directors and the Board as a whole;

¦ Assess the quality, quantity and timeliness of the flow
of information between the Company Management
and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

The criteria for evaluation are briefly provided below:

The review of the performance of Non-Independent
Directors was done, after discussing with them
on various parameters, such as, skill, competence,
experience, degree of engagement, ideas & planning,
etc. The Board performance was reviewed on various
parameters, such as, adequacy of the composition of the
Board, Board culture, appropriateness of qualification &
expertise of Board Members, process of identification and
appointment of Independent Directors, inter-personal
skills, ability to act proactively, managing conflicts,
managing crisis situations, diversity in knowledge and
related industry expertise, roles and responsibilities
of Board members, appropriate utilization of talents
and skills of Board Members, etc. The evaluation of
Independent Directors has been done by the entire
Board of Directors which includes performance of the
Directors and fulfillment of the independence criteria
and their independence from the Management as
specified in the Listing Regulations.

The Board of Directors of the Company expressed their
satisfaction with the process of review and evaluation
of the Board, its Committees and of Individual Directors
during the year under review and also concluded that
no further action is required based on the current year''s
observations.

FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of the Listing Regulations,
your Company is required to conduct Familiarization
Programme for Independent Directors (IDs) to
familiarize them about your Company including nature
of industry in which the Company operates, business
model of the Company, roles, rights and responsibilities
of IDs and any other relevant information. Further,
pursuant to Regulation 46 of Listing Regulations, the
Company is required to disseminate on its website,
details of the Familiarization Programme imparted to
IDs, including the details of:

i) number of programmes attended by IDs (during the
year and on a cumulative basis till date),

ii) number of hours spent by IDs in such programmes
(during the year and on a cumulative basis till date),
and;

iii) other relevant details.

Familiarization Programme undertaken for Independent
Directors is provided at the following weblink: https://
www.manaksiasteels.com/pdf/Familiarization-
Programme-data_2025.pdf

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

No new entity has become a Subsidiary, Joint Venture
or Associate of the Company during the Period.

Pursuant to the provisions of Section 129(3) of the Act
read with Rule 5 of the Companies (Accounts) Rules,
2014, the details containing salient features of the
Financial Statements of subsidiary companies/ associate
companies/ joint ventures in Form AOC-1 form a part of
this Annual Report.

The details of the performance of the Subsidiary
Companies are as follows:

Foreign Subsidiaries:

Technomet International FZE

This Company was a subsidiary of Manaksia Steels
Limited and it has been voluntarily liquidated during the
period under review. Necessary disclosure in this regard
was also filed with the Stock Exchanges.

Federated Steel Mills Limited

This Company is a subsidiary of Manaksia Steels Limited.
The Revenue of the Company during the year ended 31^st
March, 2025 stood at Naira 90976.34 Lacs (equivalent to
H5018.82 Lacs). During the said period, the Company
had a net loss of Naira 1489.16 Lacs (equivalent to a net
loss of H82.15 Lacs).

Far East Steel Industries Limited

This Company is a subsidiary of Manaksia Steels Limited.
There was no Revenue of the Company during the year
ended 31^st March, 2025.

Sumo Agrochem Limited

This Company is a subsidiary of Manaksia Steels Limited.
There was no Revenue of the Company during the
year ended 31^st March, 2025. During the said period the
Company had a net loss of Naira 16.29 Lacs (equivalent
to a net loss H0.90 Lacs).

Except as stated hereinabove, the Company does not
have any joint venture or associate company during the
year under review.

MATERIAL SUBSIDIARY COMPANIES

In accordance with Regulation 16(1)(c) of the Listing
Regulations, material subsidiary shall mean a
subsidiary, whose turnover or net worth exceeds ten
percent of the consolidated turnover or net worth
respectively, of the listed entity and its subsidiaries in
the immediately preceding accounting year. Federated
Steel Mills Limited is no more a material subsidiary of
the Company. The Company has formulated a Policy
for determining Material Subsidiaries in accordance
with the Listing Regulations, and the said Policy for
determining Material Subsidiaries is available at the
following weblink: https://www.manaksiasteels.com/
PolicyForDeterminingMaterialSubsidiaries.pdf

DEPOSITS

The Company has neither accepted nor renewed
any deposits from the public and as such, there are
no outstanding deposits during the Financial Year
under review in terms of the provisions of Companies
(Acceptance of Deposits) Rules, 2014.

STATEMENT IN RESPECT OF
ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

The Company has in place adequate internal financial
controls with reference to financial statements. Your
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. The Board, to ensure that the internal financial
control of the Company are commensurate with its size,
scale and complexities of its operations, based on the
recommendation of the Audit Committee in its meeting
held on 28^th May, 2024 had appointed KASG & Co., (FRN
Regn. No.002228C), Chartered Accountants, as Internal
Auditors of the Company for the financial year 2024-25.

The Audit Committee reviews the Report submitted by
the Internal Auditors. The Audit Committee also actively
reviews the adequacy and effectiveness of the internal
control systems. In this regard, your Board confirms the
following:

a) Systems have been laid down to ensure that all
transactions are executed in accordance with
management''s general and specific authorization.
There are well-laid manuals for such general or
specific authorization.

b) Systems and procedures exist to ensure that all
transactions are recorded as necessary to permit
preparation of financial statements in conformity
with generally accepted accounting principles or
any other criteria applicable to such statements,
and to maintain accountability for aspects and the
timely preparation of reliable financial information.

c) Access to assets is permitted only in accordance
with the management''s general and specific
authorization. No assets of the Company are
allowed to be used for personal purposes, except in
accordance with the terms of employment or except
as specifically permitted.

d) The existing assets of the Company are verified/
checked at reasonable intervals and appropriate
action is taken with respect to differences, if any.

e) Proper systems are in place for the prevention and
detection of frauds and errors and for ensuring
adherence to the Company''s policies.

WHISTLE BLOWER POLICY/ VIGIL
MECHANISM

In compliance with the provisions of Section 177(9) of
the Act and Regulation 22 of the Listing Regulations,
the Company has framed a Whistle Blower Policy to
establish a vigil mechanism for Directors and employees
to report genuine concerns about actual or suspected
unethical behavior, malpractice, wrongful conduct,
discrimination, sexual harassment, fraud, violation of
the Company''s policies including Code of Conduct

without fear of reprisal/retaliation. The Whistle Blower
Policy provides for sufficient measures so as to safeguard
Whistle Blower against any possible victimization. The
Whistle Blower Policy/Vigil Mechanism has also been
uploaded on the Company''s website and the weblink is:

https://www.manaksiasteels.com/WhistleBlowerPolicy.

pdf

DETAILS OF THE APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016 DURING THE YEAR ALONGWITH
THEIR STATUS AT THE END OF THE
FINANCIAL YEAR

No application has been made or proceedings are
pending against the Company as a corporate debtor
under the Insolvency and Bankruptcy Code, 2016 during
the year.

DETAILS OF THE DIFFERENCE BETWEEN
THE AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE
TAKING LOAN FROM BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF.

There was no one time settlement made with the Banks
or Financial Institutions during the Financial Year 2024¬
25 and accordingly no question arises for any difference
between the amount of the valuation done at the time
of one time settlement and the valuation done while
taking loan from Banks or Financial Institutions during
the year under review.

PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

The disclosure pertaining to remuneration and other
details as required under the provisions of Section
197(12) of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms a part of this Directors''
Report and marked as "Annexure -E"

Details of employees of the Company who drew
remuneration in excess of the limits specified under
the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 has
been provided in "Annexure -E'''' of the Director''s Report.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Act and Listing
Regulations, the Consolidated Financial Statements
of the Company and its subsidiaries are attached. The
Consolidated Financial Statement has been prepared in
accordance with the applicable Accounting Standards
issued by The Institute of Chartered Accountants of India
and sets out the financial resources, assets, liabilities,
income, profits and other details of the Company and
its subsidiaries.

GENERAL

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

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

2. Issue of Sweat Equity Shares;

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

ACKNOWLEDGEMENT

Your Company continues its relentless focus on
strengthening competence in all its businesses. It is
the endeavour of your Company, to deploy resources
in a balanced manner so as to secure the interest of
shareholders in the best possible manner in the short,
medium and long term.

Your Directors convey their grateful appreciation for
the valuable patronage and co-operation received and
goodwill enjoyed by the Company from its esteemed
Customers, Commercial Associates, Banks, Financial
Institutions, Central and State Government, various
Government and Local Authorities, other stakeholders
and the media.

Your Directors also wish to place on record their deep
sense of appreciation to all the employees at all levels
for their commendable team-work, professionalism and
enthusiastic contribution towards the working of the
Company.

Your Directors look forward to the future with hope and
conviction.

For and on behalf of the Board of Directors
Varun Agrawal Mrinal Kanti Pal

Place: Kolkata Managing Director Director

Date : 28^th May, 2025 DIN: 00441271 DIN: 00867865

---

Mar 31, 2024

The Board of Directors have the pleasure of presenting the 23^rd (Twenty Third) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2024.

FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year ended 31^st March, 2024 is summarized below:

(Rs. in Lacs)
PARTICULARS	STANDALONE		CONSOLIDATED
	2023-24	2022-23	2023-24	2022-23
Total Revenue	64,759.11	64,870.88	69,669.90	74,964.25
Earnings before Interest, Tax, Depreciation &	4,807.04	2,429.37	5,306.20	3,131.88
Amortisation (EBITDA)
Profit Before Tax (PBT)	3,888.32	1,644.63	3,782.67	1,710.80
Less: Tax Expenses
- Current Tax	559.27	333.74	594.03	400.72
- Deferred Tax	306.87	46.02	350.27	91.54
Profit for the period	3,022.18	1,264.87	2,838.36	1,218.54
Other Comprehensive Income / (Loss)	(312.34)	1,176.56	(1,834.12)	1,216.54
Total Comprehensive Income for the period	2,709.84	2,441.43	1,004.24	2,435.08
Balance brought forward from previous year	14,714.70	12,273.27	15,567.48	13,132.40
Total Amount available for appropriation	17,424.54	14,714.70	16,571.02	15,567.48
Appropriations:
Transfer to General Reserve	-	-	-	-
Surplus Carried to Balance Sheet	17,424.54	14,714.70	16,571.02	15,567.48
Total	17,424.54	14,714.70	16,571.02	15,567.48

STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

Kindly refer to ''Management Discussion and Analysis Report'' which forms part of this Annual Report.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the year under review.

DIVIDEND

In view of the planned business growth, your Directors deem it proper to preserve the resources of the Company for its future and therefore do not propose any dividend for the Financial Year ended 31^st March, 2024.

No amount was required to be transferred to Investor Education and Protection Fund (IEPF) during the period under review.

TRANSFER TO RESERVES

The Board did not propose any amount for transfer to the General Reserve.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31^st March, 2024 stood at H655.34 Lacs. During the year under review, the Company has not issued any further shares.

During the year under review, there are no changes in the authorized, issued, subscribed and paid-up share capital of the Company.

During the year under review, there were no reclassification, sub-division, reduction of share capital, buy back of shares, changes in capital structure resulting from restructuring and changes in voting rights of the equity shares of the Company.

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

Details of shares held in the demat suspense account as required under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (hereinafter referred to as "Listing Regulations”) forms a part of the Corporate Governance Report in Annexure - "A".

DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013 (HEREINAFTER REFERRED TO AS ''THE ACT'') IN RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

There were no such instances during the year under review.

CHANGE OF REGISTRAR AND SHARE TRANSFER AGENT

The Board of Directors of the Company at its meeting held on 28^th December, 2023 had accorded its approval for change of Registrar and Share Transfer Agent (RTA) of the Company from "Link Intime India Private Limited” to "Maheshwari Datamatics Pvt. Ltd.” The change of RTA will be effective from the date of receiving confirmation letter from National Securities Depository Limited and Central Depository Services (India) Limited which shall also be intimated to Stock Exchanges. The details of the new RTA has been provided in the Corporate Governance Report.

OPERATIONS AND BUSINESS PERFORMANCE

The performance of the Company during the Financial Year 2023-24 was excellent considering the overall performance of the sector. The Company reported Rs. 631.96 Crore in revenues during FY 2023-24, 1.48% lower than the previous year due to lower product demand as buyers held back, anticipating further price declines. Shortage of raw materials impacted company''s capacity to produce a sufficient quantity of color-coated sheets. EBITDA in FY 2023-24 was Rs. 48.07 Crore, the highest in its existence and almost twice that in the previous year. Earnings per share of the Company were Rs.4.61 for FY 2023-24, more than twice reported in the previous year. Pre-painted galvanized coils and sheets generated the largest offtake at 30.91% of the company''s revenues in FY 2023-24. The Company''s management has strengthened its governance through a framework directed at enhancing competitiveness, process discipline and digitalization, among other initiatives. A principal initiative is the company seeking to more than double its manufacturing capacity through its internal accruals which is estimated to kick start a virtuous cycle of profitable growth.

Further, the details of operation and business performance of the Company has been elaborated in the ''Management Discussion and Analysis Report'' forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Para B to Schedule V of the Listing Regulations forms part of this Annual Report.

DETAILS RELATING TO MATERIAL VARIATIONS

The Company has not issued any prospectus or letter of offer during the last five years and raised no money from public and as such the requirement for providing the details relating to material variation is not applicable to the Company for the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT

There is no material change and commitment of the Company during the period between the end of the financial year 2023-24 and the date of this report which can affect the financial position of the Company for the year under review.

ANNUAL RETURN

Pursuant to Section 92(3) and 134(2)(a) of the Act, the draft Annual Return in Form MGT-7 for the year ended 31^st March, 2024 has been uploaded on the website of the Company and the web link thereto is https://www. manaksiasteels.com/pdf/Draft-MGT-7.pdf.

The final Annual Return shall be uploaded in the same weblink after the said Return is filed with the Registrar of Companies, Kolkata.

CORPORATE GOVERNANCE REPORT

The Company follows the corporate governance guidelines and best practices sincerely and discloses timely and accurate information regarding the operations and performance of the Company.

Pursuant to Regulation 34 read with Para C to Schedule V of the Listing Regulations, a Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company confirming compliance with the conditions of the Corporate Governance is forming part of this Directors'' Report and marked as Annexure-"A”.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The details of number of meetings of the Board of Directors of the Company held during the year have been provided in the Corporate Governance Report forming part of this Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls (IFC) and compliance systems established and maintained by the Company, work performed by the internal auditors, statutory auditors, cost auditors, secretarial auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s IFC were adequate and effective during the Financial Year 2023-24.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors of the Company, to the best of its knowledge and ability, confirms that:

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

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2023-24 and of the profit of the Company for that period;

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

d) the annual accounts had been prepared on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively;

f) 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Changes in Directors and Key Managerial Personnel

During the year under review, Mr. Ajay Kumar Chakraborty (DIN: 00133604), Non-Executive

Independent Director, has ceased to be the Director of the Company with effect from 8^th August, 2023 due to vacation of office in terms of the provisions of Section 167(1)(b) of the Companies Act, 2013. There have been no other changes in the Directors and Key Managerial Personnel during the period under review.

Retirement by Rotation

In accordance with the provision of Section 152 of the Act read with Article 87(1) of the Articles of Association of the Company, Mr. Mrinal Kanti Pal (DIN: 00867865) Director, is liable to retire by rotation at the ensuing 23^rd Annual General Meeting and being eligible, offers himself for re-appointment.

Key Managerial Personnel

There has been no change in the Key Managerial Personnel of the Company during the year under review.

Independent Directors

The Company''s Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct. In the opinion of the Board, there has been no change in the circumstances which may affect their status as independent directors of the Company and the Board is satisfied of the integrity, expertise and experience of all independent directors on the board.

All the Independent Directors of the Company have registered themselves with the Independent Directors'' Data Bank maintained by the Indian Institute of Corporate Affairs. In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two years from the date of inclusion of their names in the data bank unless they fall within the exempted category. The Independent Directors who were not falling within the exempted category have qualified the online self-assessment proficiency test.

None of the Directors of the Company are disqualified and/or debarred as per the applicable provisions of the Act and the Securities and Exchange Board of India (the "SEBI”).

COMPLIANCE WITH THE CODE OF CONDUCT

All Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company. The Managing Director has given the certificate as required under Regulation 34(3) read with Part D of Schedule V of

the Listing Regulations regarding compliance with the Code of Conduct of the Company for the year ended on 31^st March, 2024, which forms part of this Report.

The Code of Conduct is available on the Company''s website www.manaksiasteels.com.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India (ICSI) has issued Secretarial Standard-1 (SS-1) on ''Meeting of the Board of Directors'' and Secretarial Standard-2 (SS-2) on ''General Meeting'' and both the Secretarial Standards have been approved by the Central Government under section 118(10) of the Act. Pursuant to the provisions of section 118(10) of the Act, it is mandatory for the Company to observe the secretarial standards with respect to the Board Meeting and General Meeting. The Company has adopted and followed the set of principles prescribed in the respective Secretarial Standards for convening and conducting Meetings of Board of Directors, General Meeting and matters related thereto. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

STATUTORY AUDITOR AND AUDITORS'' REPORT

The Company''s Statutory Auditor M/s. Agrawal Tondon & Co., Chartered Accountants, (Firm Registration No. 329088E) who were appointed with the approval of Shareholders at the 18^th Annual General Meeting (AGM) of the Company held on 25^th September, 2019, for a period of five consecutive years, will complete their present term on conclusion of the ensuing 23^rd AGM of the Company.

The Board of Directors of the Company, based on the recommendation of the Audit Committee, recommended for the approval of the Shareholders, appointment of M/s S K Agrawal and Co. Chartered Accountants LLP, Chartered Accountants, (Firm Registration No. 3306033E/E300272) as Statutory Auditors of the Company, for a term of Five consecutive years from the conclusion of the ensuing 23^rd AGM to the conclusion of the 28^th AGM of the Company on such remuneration as may be determined by the Board of Directors based on the recommendation of the Audit Committee and mutually agreed by the Statutory Auditors, in addition to the reimbursement of out-of-pocket expenses, as may be incurred by them for the purpose of audit. Appropriate resolution, seeking Shareholders approval to the appointment and remuneration of M/s S K Agrawal and Co. Chartered Accountants LLP, as the Statutory Auditors forms a part of the Notice convening the 23^rd AGM of the Company.

There is no observation (including any qualification, reservation, adverse remarks or disclaimer) of the Auditors in their Audit Report that may call for any

explanation from the Directors. The specific notes forming part of the accounts referred to in the Auditor''s Report are self-explanatory and give complete information.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Regulation 24A of the Listing Regulations, the Board of Directors of the Company had appointed M/s. MKB & Associates, Practicing Company Secretaries, Kolkata as Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year 2023-24.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditors for the financial year ended 31^st March, 2024, forms a part of the Directors'' Report and marked as Annexure-"B".

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. There are no observations (including any qualifications, reservations, adverse remarks or disclaimer) of the Secretarial Auditors in their Audit Report that may call for any explanations from the Directors of the Company.

The Company has appointed M/s. Bajaj Todi & Associates, Practicing Company Secretaries, Kolkata to carry out necessary audit in terms of Regulation 24A of the Listing Regulations. The Annual Secretarial Compliance Report received from M/s. Bajaj Todi & Associates was placed before the Board and had been filed with the Stock Exchanges where the Securities of the Company are listed.

COST AUDITORS AND MAINTENANCE OF COST RECORDS

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and accordingly such accounts and records are made and maintained.

Pursuant to the requirement of Section 148 of the Act, cost audit is applicable on your Company for manufacturing items covered under Rule 3 of the Companies (Cost Records and Audit) Rules, 2014. The Board of Directors of your Company on the recommendation of the Audit Committee had appointed M/s B. Mukhopadhyay & Co, Cost Accountants, Kolkata as Cost Auditors of the Company for the Financial Year 2023-24. As required under the Act, the remuneration payable to the Cost Auditors for FY 2023-24 was ratified by the shareholders in the AGM held on 21^st September, 2023.

The Board, pursuant to the provisions of Section 148 of the Act, read with Companies (Cost Records and Audit)

Rules, 2014 has re-appointed M/s B. Mukhopadhyay & Co, Cost Accountants, Kolkata as the Cost Auditors of the Company for the Financial Year 2024-25 and accordingly, a resolution for seeking Members ratification for the remuneration payable to the Cost Auditors for the FY 2024-25, would be placed before the forthcoming 23^rd AGM of the Company. The Cost Auditors are expected to file the cost audit report with Central Government within the specified period.

INTERNAL AUDITORS

The Audit Committee and the Board of Directors of the Company have appointed KASG & Co., (Firm Regn. No. 002228C) Chartered Accountants, Kolkata as Internal Auditors of the Company for the Financial Year 2023-24.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Act to the Audit Committee or the Board of Directors during the financial year under review.

CYBER SECURITY

The Company has established requisite technologies, processes and practices designed to protect networks, computers, programs and data from external attack, damage or unauthorized access.

The Board of Directors reviews the cyber security risks and mitigation measures from time to time.

DISCLOSURE ON EMPLOYEE STOCK OPTION/ PURCHASE SCHEME

The Company does not have any employee stock option / purchase scheme.

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

The full particulars of the loans given, investments made, guarantees given or security provided and the purpose for which the loan or investment or guarantee or security is proposed to be utilised as per the provisions of Section 186 of the Act are provided in the notes to the Financial Statements (Refer note no. 36).

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

In compliance with the provisions of the Act and the Listing Regulations, all Related Party Transactions (RPTs) were placed before the Audit Committee for approval. Omnibus approval of the Audit Committee was obtained on yearly basis for the transactions which are foreseen and repetitive in nature. In accordance with the requirement of Regulation 23 of the Listing Regulations, the material RPTs entered into by the Company during the FY 2023-24 were approved by shareholders through Postal Ballot. The transactions pursuant to the omnibus approval so granted were

reviewed periodically and a detailed quarterly statement of all Related Party Transactions duly certified by the Chief Financial Officer of the Company was placed before the Audit Committee. The policy on RPTs, as approved by the Board, is available on the Company''s website at http://www.manaksiasteels.com and the weblink thereto https://www.manaksiasteels.com/ Policy-on-Related-Party-Transactions.pdf

During the year under review, all RPTs were at Arm''s Length Price basis and in the Ordinary Course of Business. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act in the prescribed Form AOC-2, forms part of this Annual Report.

In compliance with the requirements of Regulation 23 of the Listing Regulations and the Act, shareholders'' approval has been taken for material related party transactions to be entered into by the Company and/or its subsidiaries during the FY 2024-25.

There are no materially significant transactions entered into by your Company with Promoters, Directors or Key Managerial Personnel (KMPs), which have potential conflict with the interest of the Company at large.

PARTICULARS OF LOANS/ADVANCES/ INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR AND OTHER TRANSACTIONS WITH PROMOTER/ PROMOTER GROUP AS REQUIRED UNDER SCHEDULE V OF THE LISTING REGULATIONS

The details of related party disclosures with respect to loans/ advances/ investments at the year end and maximum outstanding amount thereof during the year as required under Para A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company. (Refer note no. 4 & 8).

The details of transactions, if any, entered into by the Company with any person or entity belonging to the promoter or promoter group holding 10% or more of the shareholding of the Company has also been provided in the notes to the Financial Statements of the Company.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details required pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo forms part of this Directors Report and marked as Annexure-"C".

RISK MANAGEMENT SYSTEM

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate

the probability and/or impact of any unfortunate events or to maximize the realization of opportunities.

The Company has structured Risk Management System, designed to safeguard the organization from various risks through adequate and timely actions. The Company manages, monitors and reports on its risks and uncertainties that can impact its ability to achieve its objectives. The major risks have been identified by the Company and its mitigation process/ measures have been formulated.

AUDIT COMMITTEE

The Company pursuant to the requirement of the provisions of Section 177 of the Act read with Regulation 18 of the Listing Regulations, has in place an Audit Committee. The Committee focuses on certain specific areas and makes informed decisions in line with the delegated authority and function according to the roles and defined scope. The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

There were no such instances wherein the Board had not accepted recommendation of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Company pursuant to the requirement to the provisions of Section 178(1) of the Act read with Regulation 19 of the Listing Regulations has in place a duly constituted Nomination and Remuneration Committee. The details of composition, terms of reference and number of meetings held for the Committee are provided in the Corporate Governance Report.

The Company, pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Para A of Part D of Schedule II of the Listing Regulations, upon recommendation of Nomination and Remuneration Committee has devised a Remuneration Policy applicable to all Executives of the Company i.e. Directors, Key Managerial Personnel and Senior Management. The said policy has been uploaded on the website of the Company and the weblink is https://www. manaksiasteels.com/RemunerationPolicy.pdf

There were no such instances wherein the Board had not accepted recommendation of the Nomination and Remuneration Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As required by the provisions of Section 178(5) of the Act read with Regulation 20 of the Listing Regulations, the Company has in place the Stakeholders Relationship Committee. The details of composition, terms of reference and number of meetings held for the Committee are provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted a Corporate Social Responsibility Committee (hereinafter referred to as "CSR Committee”) in accordance with Section 135 of the Act and Rules made thereunder. The composition and the detailed terms of reference of the CSR Committee are provided in the Corporate Governance Report. The CSR activities are inter-alia, focused on activities relating to environmental sustainability & maintaining the quality of air, reducing inequalities faced by socially & economically backward groups and promoting education & health care including preventive health care.

The report on CSR activities pursuant to clause (o) of sub-section (3) of Section 134 of the Act and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this Director''s Report and marked as Annexure-"D".

The Company has formulated CSR Policy indicating the activities to be undertaken by the Company. The Policy has also been uploaded on the Company''s website and the weblink thereto is: https://www.manaksiasteels. com/CorporateSocialResponsibility.pdf

There were no such instances wherein the Board had not accepted recommendation of the CSR Committee. The Company spent H51.62 lacs on CSR activities for the year against obligation of H48.76 lacs including H50 lacs which has been deposited into separate bank account towards on-going project. Also, there is an excess spent of H1.03 lacs during the year under review which is available for set off in the succeeding Financial Year.

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

The Company has constituted Internal Complaint Committee in compliance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Any employee may report his/ her complaint to the Internal Complaint Committee formed for this purpose. The Company affirms that during the year under review, adequate access was provided to any complainant who wished to register a complaint. During the year, the Company has not received any complaint on sexual harassment.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees. Pursuant to the provisions of the Act and Regulation 25 of the

Listing Regulations read with the Guidance Note on Board Evaluation of SEBI dated 5^th January, 2017, the NRC has laid down the criteria for performance evaluation, in a structured questionnaire form after taking into consideration various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution, diligence, integrity, awareness and performance of specific laws, duties, obligations and governance, on the basis of which, the Board has carried out the Annual Evaluation of its own performance, the performance of Board Committee and of Directors individually, by way of individual and collective feedback from Directors. Further, pursuant to para VII of Schedule IV of the Act and provisions of the Listing Regulations, the Independent Directors of the Company, without participation of Non-Independent Directors and Members of Management, convened a separate meeting on 25^th May, 2023, to inter-alia perform the following:

? review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

? Review the performance of Non-Independent Directors and the Board as a whole;

? Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The criteria for evaluation are briefly provided below:

The review of performance of Non-Independent Directors was done, after discussing with them on various parameters, such as, skill, competence, experience, degree of engagement, ideas & planning, etc. The Board performance was reviewed on various parameters, such as, adequacy of the composition of the Board, Board culture, appropriateness of qualification & expertise of Board Members, process of identification and appointment of Independent Directors, inter-personal skills, ability to act proactively, managing conflicts, managing crisis situations, diversity in knowledge and related industry expertise, roles and responsibilities of Board members, appropriate utilization of talents and skills of Board Members, etc. The evaluation of Independent Directors has been done by the entire Board of Directors which includes performance of the Directors and fulfillment of the independence criteria and their independence from the Management as specified in the Listing Regulations.

The Board of Directors of the Company expressed their satisfaction towards the process of review and evaluation of the Board, its Committees and of Individual Directors during the year under review and also concluded that no further action is required based on the current year''s observations.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of the Listing Regulations, your Company is required to conduct Familiarization Programme for Independent Directors (IDs) to familiarize them about your Company including nature of industry in which the Company operates, business model of the Company, roles, rights and responsibilities of IDs and any other relevant information. Further, pursuant to Regulation 46 of the Listing Regulations, the Company is required to disseminate on its website, details of Familiarization Programme imparted to IDs including the details of:

i) number of programmes attended by IDs (during the year and on a cumulative basis till date),

ii) number of hours spent by IDs in such programmes (during the year and on a cumulative basis till date), and;

iii) other relevant details.

Familiarization Programme undertaken for Independent Directors is provided at the following weblink: https:// www.manaksiasteels.com/pdf/Familiarization-Programme-data.pdf

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

No new entity has become or an existing entity has ceased to be a Subsidiary, Joint Venture or Associate of the Company during the Period. However, the Board of Directors of the Company at its meeting held on 8^th August, 2023 had approved the initiation of process of voluntary liquidation of Technomet International FZE, a Subsidiary of the Company, incorporated in Dubai and the same is under process. Necessary disclosure in this regard was also filed with the Stock Exchanges.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the details containing salient features of the Financial Statements of subsidiary companies/ associate companies/ joint ventures in Form AOC-1 forms a part of this Annual Report.

The details of performance of the Subsidiary Companies are as follows:

Foreign Subsidiaries:

Technomet International FZE

This Company is a subsidiary of Manaksia Steels Limited. The Revenue of the Company during the year ended 31^st March, 2024 stood Nil. During the said period the Company had a net loss of AED 10.81 Lacs (equivalent to H243.77 Lacs).

Federated Steel Mills Limited

This Company was earlier a subsidiary of Technomet International FZE but now the Company has become a direct subsidiary of Manaksia Steels Limited with effect

from 6^th November, 2023. The Revenue of the Company during the year ended 31^st March, 2024 stood at Naira 53,539.64 Lacs (equivalent to H4,940.88 Lacs). During the said period the Company had a net gain of Naira 252.56 Lacs (equivalent to a net profit of H72.53 Lacs).

Far East Steel Industries Limited

This Company was earlier a subsidiary of Technomet International FZE but now the Company has become a direct subsidiary of Manaksia Steels Limited with effect from 3^rd November, 2023. There was no Revenue of the Company during the year ended 31^st March, 2024.

Sumo Agrochem Limited

This Company was earlier a subsidiary of Technomet International FZE but now the Company has become a direct subsidiary of Manaksia Steels Limited with effect from 16^th November, 2023. There was no Revenue of the Company during the year ended 31^st March, 2024. During the said period the Company had a net loss of Naira 27.52 Lacs (equivalent to a net loss H2.75 Lacs).

Except as stated hereinabove, the Company does not have any joint venture or associate company during the year under review.

MATERIAL SUBSIDIARY COMPANIES

In accordance with Regulation 16(1)(c) of the Listing Regulations, material subsidiary shall mean a subsidiary, whose income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. Federated Steel Mills Limited is a material subsidiary of the Company. The Company has formulated a Policy for determining Material Subsidiaries in accordance with the Listing Regulations, and the said Policy for determining Material Subsidiaries is available at the following weblink: https://www.manaksiasteels.com/ PolicyForDeterminingMaterialSubsidiaries.pdf

DEPOSITS

The Company has neither accepted nor renewed any deposits from the public and as such, there are no outstanding deposits during the Financial Year under review in terms of the provisions of the Companies (Acceptance of Deposits) Rules, 2014.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. Your 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. The Board, to ensure that the internal financial control of the Company are commensurate with its size, scale and complexities of its operations, based on the recommendation of the Audit Committee in its meeting held on 25^th May, 2023 had appointed KASG & Co., (FRN Regn. No.002228C), Chartered Accountants, as Internal Auditors of the Company for the financial year 2023-24.

The Audit Committee reviews the Report submitted by the Internal Auditors. The Audit Committee also actively reviews the adequacy and effectiveness of the internal control systems. In this regard, your Board confirms the following:

a) Systems have been laid down to ensure that all transactions are executed in accordance with management''s general and specific authorization. There are well-laid manuals for such general or specific authorization.

b) Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and timely preparation of reliable financial information.

c) Access to assets is permitted only in accordance with the management''s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with the terms of employment or except as specifically permitted.

d) The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

e) Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations, the Company has framed a Whistle Blower Policy to establish a vigil mechanism for Directors and employees to report genuine concerns about actual or suspected unethical behavior, malpractice, wrongful conduct, discrimination, sexual harassment, fraud, violation of the Company''s policies including Code of Conduct without fear of reprisal/retaliation. The Whistle Blower Policy provides for sufficient measures so as to safeguard Whistle Blower against any possible victimization. The Whistle Blower Policy/Vigil Mechanism has also been uploaded on Company''s website and the weblink is:

https://www.manaksiasteels.com/WhistleBlowerPolicy.pdf

DETAILS OF THE APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AT THE END OF THE FINANCIAL YEAR

No application has been made or proceedings are pending against the Company as a corporate debtor under the Insolvency and Bankruptcy Code, 2016 during the year.

The Company had filed an application under the Insolvency and Bankruptcy Code, 2016, as a Financial Creditor claiming Principal Amount of H19,48,707/-before the Resolution Professional for Corporate Debtor, BKM Industries Limited. The claim had been admitted. Hon''ble NCLT, Kolkata Bench has sanctioned the resolution plan on 19^th September, 2023 and approved a claim of H11,410/- (Rupees Eleven Thousands and Four Hundred Ten Only) to the Company.

DETAILS OF THE DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

There was no one time settlement made with the Banks or Financial Institutions during the Financial Year 202324 and accordingly no question arises for any difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from Banks or Financial Institutions during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosure pertaining to remuneration and other details as required under the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Directors'' Report and marked as Annexure -"E".

Details of employees of the Company who drew remuneration in excess of the limits specified under the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure -"E" of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Act and the Listing Regulations, the Consolidated Financial Statements of the Company and its subsidiaries are attached. The Consolidated Financial Statement has been prepared in accordance with the applicable Accounting Standards issued by The Institute of Chartered Accountants of India and sets out the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiaries.

GENERAL

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

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

2. Issue of Sweat Equity Shares;

3. 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.

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competition in all its businesses. It is the endeavour of your Company, to deploy resources in a balanced manner so as to secure the interest of shareholders in the best possible manner in short, medium and long terms.

Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill enjoyed by the Company from its esteemed Customers, Commercial Associates, Banks, Financial Institutions, Central and State Government, various Government and Local Authorities, other stakeholders and the media.

Your Directors also wish to place on record their deep sense of appreciation to all the employees at all levels for their commendable team-work, professionalism and enthusiastic contribution towards the working of the Company.

Your Directors look forward to the future with hope and conviction.

---

Mar 31, 2023

Your Directors are pleased to present the 22^nd (Twenty Second) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2023.

FINANCIAL RESULTS

Hin Lacs

PARTICULARS	STANDALONE		CONSOLIDATED
	2022-23	2021-22	2022-23	2021-22
Total Revenue	64,870.89	51,274.85	74,964.25	61,915.58
Earnings before Interest, Tax, Depreciation & Amortisation (EBITDA)	2,429.37	4,702.37	3,131.88	6,135.74
Profit Before Tax (PBT)	1,644.62	4,058.69	1,710.80	4,893.43
Less: Tax Expenses
- Current Tax	333.76	1,065.50	400.72	1,156.34
- Deferred Tax	46.02	37.21	91.54	205.36
Profit for the period	1,264.84	2,955.98	1,218.54	3,531.71
Other Comprehensive Income / (Loss)	1,176.56	924.19	1,216.54	791.07
Total Comprehensive Income for the period	2,441.40	3,880.17	2,435.08	4,322.78
Balance brought forward from previous year	12,273.29	8,393.12	13,132.40	8,809.63
Total Amount available for appropriation	14,714.69	12,273.29	15,567.48	13,132.40
Appropriations:
Transfer to General Reserve	-	-	-	-
Surplus Carried to Balance Sheet	14,714.69	12,273.29	15,567.48	13,132.40
Total	14,714.69	12,273.29	15,567.48	13,132.40

STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

Kindly refer to ''Management Discussion and Analysis Report'' which forms part of this Annual Report.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the year under review.

DIVIDEND

In view of the planned business growth, your Directors deem it proper to preserve the resources of the Company for its future and therefore do not propose any dividend for the Financial Year ended 31st March, 2023.

No amount was required to be transferred to Investor Education and Protection Fund (IEPF) during the period under review.

TRANSFER TO RESERVES

The Board did not propose any amount for transfer to the General Reserve.

CHANGES IN SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31st March, 2023 stood at H655.34 Lacs. During the year under review, the Company has not issued any further shares.

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

Details of shares held in the demat suspense account as required under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (hereinafter referred to as "Listing Regulations”) forms a part of the Corporate Governance Report.

DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013 (HEREINAFTER REFERRED TO AS ''THE ACT'') IN RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

There were no such instances during the year under review.

OPERATIONS AND BUSINESS PERFORMANCE

During the Financial Year 2022-23, the performance of the Company remained commendable in view of the sector''s performance. Your Company reported 27% revenue growth from operations at a standalone level and 22% growth at a consolidated level. The cost of raw materials and lower price realization remained a concern. The competence of your management enabled the company to sustain performance in line with expectations. Other income comprised 1% of total

income, indicating the Company''s principal focus on core operations. The management is optimistic of prospects, introducing a new product called Alu-Zinc and expanding its installed capacity by 100,000 MTPA. Alu-Zinc (55% aluminium and 45% zinc on a cold rolled strip) is corrosion-resistant and an excellent substrate in colour coating. The expansion is positioned to increase production capacity, revenue and profit realization. The expansion cost of around Rs. 80 Crores will be largely funded from internal accruals. The new product variant is expected to be launched in the domestic market during the first quarter of FY 2024-25.

Further, the details of operation and business performance of the Company has been elaborated in the ''Management Discussion and Analysis Report'' forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Para B to Schedule V of the Listing Regulations forms part of this Annual Report.

DETAILS RELATING TO MATERIAL VARIATIONS

The Company has not issued any prospectus or letter of offer during the last five years and raised no money from public and as such the requirement for providing the details relating to material variation is not applicable to the Company for the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT There is no material change and commitment of the Company during the period between the end of the Financial Year 2022-23 and the date of this report which can affect the financial position of the Company for the year under review.

EXTRACT OF ANNUAL RETRUN

Pursuant to Section 92(3) and 134(2)(a) of the Act, draft Annual Return in Form MGT-7 has been uploaded on the website of the Company and the web link thereto is https://www.manaksiasteels.com/pdf/MGT-7_

FY 2022-23.

The final Annual Return in Form MGT-7 will be filed with the MCA, as per the provisions of the Act and shall also be uploaded on the website of the Company.

CORPORATE GOVERNANCE REPORT

The Company follows the corporate governance guidelines and best practices sincerely and discloses timely and accurate information regarding the operations and performance of the Company.

Pursuant to Regulation 34 read with Para C to Schedule V of the Listing Regulations, a Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company confirming compliance with the conditions of the Corporate Governance is forming part of this Directors'' Report and marked as Annexure-"A".

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The details of number of meetings of the Board of Directors of the Company held during the year have been provided in the Corporate Governance Report forming part of this Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls (IFC) and compliance systems established and maintained by the Company, work performed by the internal auditors, statutory auditors, cost auditors, secretarial auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s IFC were adequate and effective during Financial Year 2022-23.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors of the Company, to the best of its knowledge and ability, confirms that:

a) in the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year 2022-23 and of the profit of the Company for that period;

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

d) the annual accounts had been prepared on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively;

f) 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Changes in Directors and Key Managerial Personnel

During the year under review, there were no changes in the composition of Board of Directors of the Company.

Retirement by Rotation

In accordance with the provision of Section 152 of the Act read with Article 87(1) of the Articles of Association of the Company, Mr. Varun Agrawal (DIN: 00441271), Managing Director, is liable to retire by rotation at the ensuing 22nd Annual General Meeting and being eligible, offer himself for re-appointment.

Independent Directors

The Company''s Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct.

All the Independent Directors of the Company have registered themselves with the Independent Directors'' Data Bank maintained by the Indian Institute of Corporate Affairs. In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two years from the date of inclusion of their names in the data bank unless they fall within the exempted category. The Independent Directors who were not falling within exempted category have qualified the online self-assessment proficiency test. In the opinion of the Board, all the Independent Directors of the Company possesses requisite integrity, expertise and experience.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India (ICSI) has issued Secretarial Standard-1 (SS-1) on ''Meeting of the Board of Directors'' and Secretarial Standard-2 (SS-2) on ''General Meeting'' and both the Secretarial Standards have been approved by the Central Government under section 118(10) of the Act. Pursuant to the provisions of section 118(10) of the Act, it is mandatory for the Company to observe the secretarial standards with respect to the Board Meeting and General Meeting. The Company has adopted and followed the set of principles prescribed in the respective Secretarial Standards for convening and conducting Meetings of Board of Directors, General Meeting and matters related thereto. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

STATUTORY AUDITOR AND AUDITORS'' REPORT

M/s. Agrawal Tondon & Co., Chartered Accountants, (Firm Registration No. 329088E) had been appointed as Statutory Auditors of the Company at the 18th Annual General Meeting (AGM) of the Company held on 25th September, 2019, for a period of five consecutive years to hold office from the conclusion of the 18th AGM till the conclusion of the 23rd AGM of the Company on such remuneration as may be determined by the Board of Directors based on the recommendation of the Audit Committee and mutually agreed by the Statutory Auditors, in addition to the reimbursement of out-ofpocket expenses, as may be incurred by them for the purpose of audit.

There is no observation (including any qualification, reservation, adverse remarks or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. The specific notes forming part of the accounts referred to in Auditor''s Report are self-explanatory and give complete information.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Regulation 24A of the Listing Regulations, the Board of Directors of the Company had appointed M/s. MKB & Associates, Practicing Company Secretaries, Kolkata as Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year 2022-23.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditors for the Financial Year ended 31st March, 2023, forms a part of the Directors'' Report and marked as Annexure-''''B".

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations, and Guidelines and that there were no deviations or non-compliances. There are no observations (including any qualifications, reservations, adverse remarks or disclaimer) of the Secretarial Auditors in their Audit Report that may call for any explanations from the Director''s of the Company.

The Company has appointed M/s. Bajaj Todi & Associates, Practicing Company Secretaries, Kolkata to carry out necessary audit in terms of Regulation 24A of the Listing Regulations. The Annual Secretarial Compliance Report received from M/s. Bajaj Todi & Associates was placed before the Board and had been filed with the Stock Exchanges where the Securities of the Company are listed.

COST AUDITORS

Pursuant to the requirement of Section 148 of the Act, cost audit is applicable on your Company for manufacturing

items covered under Rule 3 of the Companies (Cost Records and Audit) Rules, 2014. The Board of Directors of your Company on the recommendation of the Audit Committee had appointed M/s B. Mukhopadhyay & Co, Cost Accountants, Kolkata as Cost Auditors of the Company for the Financial Year 2022-23. As required under the Act, the remuneration payable to the Cost Auditors for FY 2022-23 was ratified by the shareholders in the AGM held on 27th September, 2022.

The Board, pursuant to the provisions of Section 148 of the Act, read with Companies (Cost Records and Audit) Rules, 2014 has re-appointed M/s B. Mukhopadhyay & Co, Cost Accountants, Kolkata as the Cost Auditors of the Company for the Financial Year 2023-24 and accordingly, a resolution for seeking Members ratification for the remuneration payable to the Cost Auditors for the FY 2023-24, would be placed before the forthcoming 22nd AGM of the Company. The Cost Auditors are expected to file the cost audit report with Central Government within the specified period.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Act to the Audit Committee or the Board of Directors during the financial year under review.

DISCLOSURE ON EMPLOYEE STOCK OPTION/ PURCHASE SCHEME

During the year under review, your Company has not provided any employee stock option / purchase scheme.

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

The full particulars of the loans given, investments made, guarantees given or security provided and the purpose for which the loan or investment or guarantee or security is proposed to be utilised as per the provisions of Section 186 of the Act are provided in the notes to the Financial Statements (Refer note no. 36).

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

In compliance with the provisions of the Act and the Listing Regulations, Related Party Transactions (RPTs) were placed before the Audit Committee for approval. Omnibus approval of the Audit Committee was obtained on yearly basis for the transactions which are foreseen and repetitive in nature. In accordance with the requirement of Regulation 23 of Listing Regulations, the material RPTs entered into by the Company during the FY 2022-23 were approved by shareholders through Postal Ballot. The transactions pursuant to the omnibus approval so granted were reviewed periodically and a detailed quarterly statement of all Related Party Transactions duly certified by the Chief Financial Officer of the Company was placed before the Audit Committee. The policy on RPTs, as approved by the Board, is available on the Company''s website at http://

www.manaksiasteels.com and the weblink thereto https://www.manaksiasteels.com/Policy-on-Related-Party-Transactions.pdf

During the year under review, all RPTs were on Arm''s Length Price basis and in the Ordinary Course of Business. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act in the prescribed Form AOC-2, forms part of this Annual Report.

There was no other material RPTs entered into by the Company with Promoters, Directors, KMPs or other designated persons during the FY 2022-23.

In compliance with the requirements of Regulation 23 of Listing Regulations and the Act, shareholders'' approval shall be taken for material related party transactions to be entered into by the Company and/or its subsidiaries during the FY 2023-24.

There are no materially significant transactions entered into by your Company with Promoters, Directors or Key Managerial Personnel (KMPs), which have potential conflict with the interest of the Company at large.

PARTICULARS OF LOANS/ADVANCES/INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR AS REQUIRED UNDER SCHEDULE V OF THE LISTING REGULATIONS

The details of related party disclosures with respect to loans/ advances/ investments at the year end and maximum outstanding amount thereof during the year as required under Para A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company. (Refer note no. 4 & 8).

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details required pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo forms part of this Directors Report and marked as Annexure-"C".

RISK MANAGEMENT SYSTEM

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate the probability and/or impact of unfortunate events or to maximize the realization of opportunities.

The Company has structured Risk Management System, designed to safeguard the organization from various risks through adequate and timely actions. The Company manages, monitors and reports on its risks and uncertainties that can impact its ability to achieve its objectives. The major risks have been identified by the Company and its mitigation process/ measures have been formulated.

AUDIT COMMITTEE

The Company pursuant to the provisions of Section

177 of the Act read with Regulation 18 of the Listing Regulations, has in place an Audit Committee. The Committee focuses on certain specific areas and makes informed decisions in line with the delegated authority and function according to the roles and defined scope. The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

There were no such instances wherein the Board had not accepted recommendation of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Company pursuant to the requirement of provisions of Section 178(1) of the Act read with Regulation 19 of the Listing Regulations has in place the Nomination and Remuneration Committee. The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

The Company, pursuant to provisions of Section

178 of the Act and Regulation 19 read with Para A of Part D of Schedule II of the Listing Regulations, upon recommendation of Nomination and Remuneration Committee has devised a Remuneration Policy applicable to all Executives of the Company i.e. Directors, Key Managerial Personnel and Senior Management. The said policy has been uploaded on the website of the Company and the weblink is https://www. manaksiasteels.com/RemunerationPolicy.pdf

There were no such instances wherein the Board had not accepted recommendation of the Nomination and Remuneration Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As required by the provisions of Section 178(5) of the Act read with Regulation 20 of the Listing Regulations, the Company has in place the Stakeholders Relationship Committee. The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted a Corporate Social Responsibility Committee (hereinafter referred to as "CSR Committee”) in accordance with Section 135 of the Act and Rules made thereunder. The composition and the detailed terms of reference of the CSR Committee are provided in the Corporate Governance Report. The CSR activities are inter-alia, focused on improving literacy among rural tribal people, promoting education and healthcare.

The report on CSR activities pursuant to clause (o) of sub-section (3) of Section 134 of the Act and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this Directors'' Report and marked as Annexure-''''D".

The Company has formulated CSR Policy indicating the activities to be undertaken by the Company. The Policy has also been uploaded on the Company''s website and the weblink thereto is: https://www.manaksiasteels. com/CorporateSocialResponsibility.pdf

There were no such instances wherein the Board had not accepted recommendation of the CSR Committee.

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

The Company has constituted Internal Complaint Committee in compliance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Any employee may report his/ her complaint to the Internal Complaint Committee formed for this purpose. The Company affirms that during the year under review, adequate access was provided to any complainant who wished to register a complaint. During the year, the Company has not received any complaint on sexual harassment.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees. Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations read with the Guidance Note on Board Evaluation of SEBI dated 5th January, 2017, the NRC Committee has laid down the criteria for performance evaluation, in a structured questionnaire form after taking into consideration various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution, diligence, integrity, awareness and performance of specific laws, duties, obligations and governance, on the basis of which, the Board has carried out the Annual Evaluation of its own performance, the performance of Board Committee and of Directors individually, by way of individual and collective feedback from Directors. Further, pursuant to para VII of Schedule IV of the Act and provisions of the Listing Regulations, the Independent Directors of the Company, without participation of Non-Independent Directors and Members of Management, convened a separate meeting on 27th May, 2022, to inter-alia perform the following:

• Review the performance of Non-Independent Directors and the Board as a whole;

• Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The criteria for evaluation are briefly provided below:

The review of performance of Non-Independent Directors was done, after discussing with them on various parameters, such as, skill, competence, experience, degree of engagement, ideas & planning, etc. The Board performance was reviewed on various parameters, such as, adequacy of the composition of the Board, Board culture, appropriateness of qualification & expertise of Board Members, process of identification and appointment of Independent Directors, inter-personal skills, ability to act proactively, managing conflicts, managing crisis situations, diversity in knowledge and related industry expertise, roles and responsibilities of Board members, appropriate utilization of talents and skills of Board Members, etc. The evaluation of Independent Directors has been done by the entire Board of Directors which includes performance of the Directors and fulfillment of the independence criteria and their independence from the Management as specified in the Listing Regulations.

The Board of Directors of the Company expressed their satisfaction towards the process of review and evaluation of Board, its Committees and of Individual Directors during the year under review and also concluded that no further action is required based on the current year''s observations.

FAMILIARIZATION PROGRAMME FOR

INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of the Listing Regulations, your Company is required to conduct Familiarization Programme for Independent Directors (IDs) to familiarize them about your Company including nature of industry in which the Company operates, business model of the Company, roles, rights and responsibilities of IDs and any other relevant information. Further, pursuant to Regulation 46 of Listing Regulations, the Company is required to disseminate on its website, details of Familiarization Programme imparted to IDs including the details of:

i) number of programmes attended by IDs (during the year and on a cumulative basis till date),

ii) number of hours spent by IDs in such programmes (during the year and on a cumulative basis till date), and;

iii) other relevant details.

Familiarization Programme undertaken for Independent Directors is provided at the following weblink: https://www.manaksiasteels.com/

DetailsOfFamiliarisationProgrammeFY-2022-23.pdf

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules,

2014, the details containing salient features of the Financial Statements of subsidiary companies/ associate companies/ joint ventures in Form AOC-1 forms a part of this Annual Report.

The details of performance of the Subsidiary Companies are as follows:

Foreign Subsidiaries:

Technomet International FZE

This Company is a subsidiary of Manaksia Steels Limited. The Revenue of the Company during the year ended 31st March, 2023 stood at NIL. During the said period the Company had a net loss of AED 4.74 Lacs (equivalent to H103.70 Lacs).

Federated Steel Mills Limited

This Company is a subsidiary of Technomet International FZE. The Revenue of the Company during the year ended 31st March, 2023 stood at Naira 54632.14 Lacs (equivalent to H10114.14 Lacs). During the said period the Company had a net gain of Naira 286.08 Lacs (equivalent to a net profit of H52.96 Lacs).

Far East Steel Industries Limited

This Company is a subsidiary of Technomet International FZE. There was no Revenue of the Company during the year ended 31st March, 2023.

Sumo Agrochem Limited

This Company is a subsidiary of Technomet International FZE. The Revenue of the Company during the year ended 31st March, 2023 stood at Naira 7.15 Lacs (equivalent to H1.32 Lacs). During the said period the Company had a net loss of Naira 24.62 Lacs (equivalent to a net loss H4.56 Lacs).

Except as stated hereinabove, the Company does not have any joint venture or associate company during the year under review. Further, the Company has not formed any new Subsidiary, Joint Ventures or Associate Company. Metchem Resources Zambia Limited has ceased to be the Associate Company of the Company during the year.

MATERIAL SUBSIDIARY COMPANIES

In accordance with Regulation 16(1)(c) of the Listing Regulations, material subsidiary shall mean a subsidiary, whose income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. Federated Steel Mills Limited is a material subsidiary of the Company. The Company has formulated a Policy for determining Material Subsidiaries in accordance with the Listing Regulations, and the said Policy for determining Material Subsidiaries is available at the

following weblink: https://www.manaksiasteels.com/ PolicyForDeterminingMaterialSubsidiaries.pdf

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year under review in terms of the provisions of Chapter V of the Act.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which may impact its going concern status and its operations in future.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. To commensurate the internal financial control with its size, scale and complexities of its operations, the Board based on the recommendation of the Audit Committee had appointed KASG & Co., (Firm Regn. No. 002228C) as Internal Auditors of the Company.

The Audit Committee reviews the Report submitted by the Internal Auditors. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems. In this regard, the Board confirms the following:

a) Systems have been laid down to ensure that all transactions are executed in accordance with management''s general and specific authorization. There are well-laid manuals for such general or specific authorization.

b) Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and timely preparation of reliable financial information.

c) Access to assets is permitted only in accordance with the management''s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with the terms of employment or except as specifically permitted.

d) The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

e) Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Act and the Listing Regulations, the Company has framed a Whistle Blower Policy to establish a vigil mechanism for Directors and employees to report genuine concerns about actual or suspected unethical behavior, malpractice, wrongful conduct, discrimination, sexual harassment, fraud, violation of the Company''s policies including Code of Conduct without fear of reprisal/ retaliation. The Whistle Blower Policy/ Vigil Mechanism has also been uploaded on Company''s website and the weblink thereto is:

https://www.manaksiasteels.com/WhistleBlowerPolicy.

pdf

DETAILS OF THE APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AT THE END OF THE FINANCIAL YEAR

The Company has filed an application under the Insolvency and Bankruptcy Code, 2016, as a Financial Creditor claiming Principal Amount of H19,48,707/-before the Resolution Professional for Corporate Debtor, BKM Industries Ltd. The claim has been admitted. Application for sanctioning of resolution plan is pending before Hon''ble NCLT.

No application has been filed or pending against the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF THE DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEEROF.

There was no one time settlement made with the Banks or Financial Institutions during the Financial Year 202223 and accordingly no question arises for any difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from Banks or Financial Institutions during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosure pertaining to remuneration and other details as required under the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Directors'' Report and marked as Annexure -"E"

Details of employees of the Company drew remuneration in excess of the limits specified under the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure -"E" of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Act and Listing Regulations, the Consolidated Financial Statements of the Company and its subsidiaries are attached. The Consolidated Financial Statement has been prepared in accordance with the applicable Accounting Standards issued by The Institute of Chartered Accountants of India and sets out the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiaries.

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competition in all its businesses. It is the endeavour of your Company to deploy resources in a balanced manner so as to secure the interest of

shareholders in the best possible manner in short, medium and long terms.

Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill enjoyed by the Company from its esteemed Customers, Commercial Associates, Banks, Financial Institutions, Central and State Government, various Government and Local Authorities, other stakeholders and the media.

Your Directors also wish to place on record their deep sense of appreciation to all the employees at all levels for their commendable team-work, professionalism and enthusiastic contribution towards the working of the Company.

Your Directors look forward to the future with hope and conviction.

For and on behalf of the Board of Directors

Place: Kolkata Date : 25th May, 2023

Varun Agrawai Mrinai Kanti Pal

Managing Director Director

DIN:00441271 DIN: 00867865

---

Mar 31, 2018

Dear Shareholders,

The Directors are pleased to present the 17th (Seventeenth) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2018.

FINANCIAL RESULTS : (Rs. in Lacs)

Particulars	STANDALONE		CONSOLIDATED
	2017-18	2016-17	2017-18
Total Revenue	50249.45	34768.16	51244.30
Profit Before Tax (PBT)	2654.68	1454.52	2227.29
Less : Tax Expenses
- Current	1065.00	675.00	1065.00
- Deffered Tax	(75.85)	(134.47)	(399.74)
Profit for the period	1665.53	913.99	1562.03
Other Comprehensive Income / (Loss)	(2.89)	(16.30)	(2.89)
Total Comprehensive Income for the period	1662.64	897.69	1559.14
Balance brought forward from previous year	2482.25	1584.56	2482.25
Total Amount available for appropriation	4144.89	2482.25	4041.39
Appropriations:
Transfer to General Reserve	-	-	-
Surplus Carried to Balance Sheet	4144.89	2482.25	4041.39
Total	4144.89	2482.25	4041.39

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

Kindly refer to ‘Management Discussion and Analysis Report’ which forms part of this Annual Report.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the year under review.

DIVIDEND

To conserve the resources for future, the Board of Directors has decided not to recommend any dividend for the financial year ended 31st March, 2018.

TRANSFER TO RESERVES

No amount was transferred to the General Reserve during the year under review.

CHANGES IN SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31st March, 2018 stood at Rs. 655.34 Lacs. During the year under review, the Company has not issued any further shares.

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

Details of shares held in the demat suspense account as required under Regulation 34(3) read with Para F of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) forms part of the Corporate Governance Report.

DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013 (HEREINAFTER REFERRED TO AS “ACT”) IN RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

No such instance took place during the year under review.

OPERATIONS AND BUSINESS PERFORMANCE

The details of operation and business performance of the Company has been elaborated in the ‘Management Discussion and Analysis Report’, forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Para B of Schedule V of the Listing Regulations forms part of this Annual Report.

DETAILS RELATING TO MATERIAL VARIATIONS

The Company has not issued any prospectus or letter of offer during the last five years and as such the requirement for providing the details relating to material variation is not applicable upon the company for the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT

There are no material changes and commitments of the company during the period between the end of the financial year 2017-18 and the date of this report which can affect the financial position of the Company for the year under review.

TRANSITION TO INDIAN ACCOUNTING STANDARDS

The Indian Accounting Standards (Ind AS) has been applicable to the Company for the first time during the Financial Year 2017-2018 and accordingly, with effect from 1st April 2016, your Company was required to align its accounting policies and disclosures in accordance with the Ind AS. Necessary adjustments in the previous year figures and in the format of presentation in compliance with the requirement of Ind AS have been made in the accounts.

EXTRACT OF ANNUAL RETRUN

The extract of Annual Return as on 31st March, 2018 in the prescribed Form MGT-9, pursuant to section 92(3) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 forms part of this Directors’ Report and marked as Annexure- “A”.

CORPORATE GOVERNANCE REPORT

The Company follows the corporate governance guidelines and best practices sincerely and discloses timely and accurate information regarding the operations and performance of the Company.

Pursuant to Regulation 34 read with Para C of Schedule V of the Listing Regulations, a Report on the Corporate Governance along with a certificate from the Statutory Auditors of the Company confirming compliance with the conditions of the Corporate Governance is forming part of this Directors’ Report and marked as Annexure-”B”.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The details of number of meetings of Board of the Directors of the Company held during the year have been provided in the Corporate Governance Report forming part of this Directors’ Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls (IFC) and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost auditors, secretarial auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s IFC were adequate and effective during Financial year 2017-18.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that :

a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2017-18 and of the profit of the Company for that period;

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

d) the annual accounts had been prepared on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively;

f) 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.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has appointed Mr. Ajay Kumar Chakraborty [DIN: 00133604], Dr. Kali Kumar Chaudhuri [DIN: 00206157] and Mrs. Smita Khaitan [DIN: 01116869], as Independent Directors of the Company for a fixed term of 5 (five) years in the Extra-Ordinary General Meeting (EGM) of the Company held on 17th November, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under section 149(6) of the Act and Regulation 16 of the Listing Regulations.

DIRECTORS’ AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of section 152(6) of the Act and the Articles of Association of the Company, Mr. Vineet Agrawal [DIN: 00441223], Whole-time Director and Mr. Mrinal Kanti Pal [DIN: 00867865], Non-Executive Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible offers himself for re-appointment.

The brief resume/profile of the Directors recommended by the Board for appointment/re-appointment has been provided in the Notice convening the Seventeenth Annual General Meeting.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India has issued Secretarial Standard -1 (SS-1) on ‘Meeting of the Board of Directors’ and Secretarial Standard - 2 (SS-2) on ‘General Meeting’ and both the Secretarial Standards have been approved by the Central Government under section 118(10) of the Companies Act, 2013. Pursuant to the provisions of section 118(10) of the Companies Act, 2013, it is mandatory for the company to observe the secretarial standards with respect to Board Meeting and General Meeting. The Company has adopted and followed the set of principles prescribed in the respective Secretarial Standards for convening and conducting Meetings of Board of Directors, General Meeting and matters related thereto. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

STATUTORY AUDITORS AND AUDITORS’ REPORT

M/s. S. K. Agrawal & Co., Chartered Accountants, (Firm Registration No. 306033E), had been appointed as statutory auditors of the Company at the 13th Annual General Meeting of the Company held on 10th September, 2014 for a term of 5(five) consecutive years, to hold office from the conclusion of the 13th Annual General Meeting till the conclusion of 18th Annual General Meeting of the Company to be held for the Financial Year 2018-19, subject to the ratification by the members of the Company at every subsequent Annual General Meeting, on such remuneration as may be determined by the Board of Directors based on the recommendation of the Audit Committee and mutually agreed by the Statutory Auditors, in addition to the reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

The First Proviso of the Section 139(1) of the Companies Act, 2013 has been omitted pursuant to the Companies (Amendment) Act, 2017 and therefore the requirement of placing the matter relating to appointment of auditor for ratification by members at every Annual General Meeting has been done away. As authorized by the shareholders at the last AGM, the Board of Directors on the recommendation of the Audit Committee has approved the remuneration payable to M/s. S. K. Agrawal & Co., Chartered Accountants, for the financial year 2018-19.

There are no observations (including any qualification, reservation, adverse remarks or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. The specific notes forming part of the accounts referred to in Auditor’s Report are self- explanatory and give complete information.

SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Vinod Kothari & Company, Practicing Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2017-18.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for the financial year ended 31st March, 2018, forms part of the Directors’ Report and annexed as ‘Annexure-C’.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances.

The Indian Accounting Standard (IND AS) has become applicable to the Company for the first time during the Period under Review. The Company has indentified certain parties as its related parties pursuant to the provisions of the IND AS -24 and since the IND AS has been implemented for the first time, certain related party transactions (as per the revised list of related parties in terms of IND AS 24) were not placed before the Audit Committee, Board and also the members of the Company for approval, due to late identification of the new related parties during the financial year 2017-2018. However, as on the date of this report, the Audit Committee and Board of Directors of the Company have ratified all those transactions with the related parties and the Company has also taken necessary steps to place the same before the shareholders at the ensuing Annual General Meeting for their approval. All the transaction with the related parties are on arms length and in ordinary course of business.

IND AS has become applicable to the Company for the first time during the year under review and the company has made necessary classification of parties and accordingly given effect the same in the Accounts as required under IND AS.

COST AUDITORS

Pursuant to the requirement of section 148 of the Act, cost audit is applicable on your Company for manufacturing items covered under Rule 3 of Companies (Cost Records and Audit) Rules, 2014. The Board of Directors of your Company on the recommendation of Audit Committee has appointed M/s. B Mukhopadhyay & Company, Cost Accountants as Cost Auditors of the Company for the Financial Year 2017-18. As required under the Act, 2013 the remuneration payable to the Cost Auditor was ratified by the shareholders in the Annual General Meeting held on 22nd September, 2017.

The due date for filing the Cost Audit Reports for Financial Year 2017-18 is 27th September, 2018 and the Cost Auditors are expected to file the reports with the Central Government within the said period.

The Board, pursuant to the provisions of section 148 of the Act, read with Companies (Cost Records and Audit) Rules, 2014 has appointed M/s S. Chhaparia & Associates, Cost Accountants, 33/1, N.S. Road, (Marshall House) Kolkata- 700 001, as the Cost Auditors of the Company for the Financial Year 2018-19 and accordingly, a resolution for seeking Members ratification for the remuneration payable to the Cost Auditors, would be placed before the forthcoming Annual General Meeting.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under section 143(12) of the Act to the Audit Committee or the Board of Directors during the financial year under review.

DISCLOSURE ON EMPLOYEE STOCK OPTION/ PURCHASE SCHEME

During the year under review, your Company has not provided any employee stock option / purchase scheme.

PARTICUALRS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of the loans given, investments made, guarantees given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised as per the provisions of Section 186 of the Act are provided in the notes to the Financial Statements (Refer note no. 4, 5, 8, 12, 33 & 36).

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company with related parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provisions of section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 were not attracted. There are no materially significant transactions entered into by your Company with Promoters, Directors or Key Managerial Personnel (KMPs), which have potential conflict with the interest of your Company at large. Since all related party transactions entered into by your Company were in the ordinary course of business and were on an arm’s length basis, Form AOC-2 is not applicable to your Company. Thus, disclosure in Form AOC-2 is not required.

The IND AS provisions has become applicable to the Company for the first time during the Period under Review and the Company has identified certain Related Parties in terms of the provisions of IND AS. Since, IND AS has been implemented for the first time during the year under review certain transactions with the newly identified related parties were not placed before the Audit Committee, Board and Members at their respective meeting for approval. The newly identified entities are not related parties in terms of the provisions of the Companies Act, 2013; however, since these entities are related parties in terms of the IND AS 24, as a practice of better corporate governance, the Company has taken necessary measure to place those related party transactions before the Audit Committee, Board and Members at their respective ensuing meetings. During the year under review, except the above stated transactions, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Company’s policy of Materiality of Related Party Transactions.

Except the transactions with newly identified related parties as per IND AS, all other transactions with Related Parties are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of unforeseen nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed by the Audit Committee and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their noting on a quarterly basis.

The policy on Related Party Transactions as approved by the Board of Directors of the Company may be accessed on the Company’s website www.manaksia.com and the weblink thereto http://www.manaksia.com/pdf/msl/Policy_on_Related_ Party_Transactions_Steels_22316.pdf

PARTICULARS OF LOANS/ADVANCES/INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR AS REQUIRED UNDER SCHEDULE V OF THE LISTING REGULATIONS

The details of related party disclosures with respect to loans/advances/ investments at the year end and maximum outstanding amount thereof during the year as required under Part A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details required pursuant to the provisions of section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo forms part of this Directors Report and marked as Annexure-’D’.

RISK MANAGEMENT SYSTEM

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate the probability and/or impact of unfortunate events or to maximize the realization of opportunities.

The Company has structured Risk Management Policy, designed to safeguard the organization from various risks through adequate and timely actions. The Company manages, monitors and reports on its risks and uncertainties that can impact its ability to achieve its objectives. The major risks have been identified by the Company and its mitigation process/measures have been formulated.

AUDIT COMMITTEE

As on 31st March, 2018, the Company, pursuant to the requirement of the provisions of section 177 of the Act read with Regulation 18 of the Listing Regulations has in place Audit Committee comprising of 4 (four) members, Mr. Ajay Kumar Chakraborty - Independent Director (Chairman) [DIN: 00133604], Dr. Kali Kumar Chaudhuri - Independent Director [DIN: 00206157], Mrs. Smita Khaitan - Independent Woman Director [DIN: 01116869] and Mr. Suresh Kumar Agrawal - NonExecutive Director [DIN: 00520769]. The Board of Directors has revised the composition of the Audit Committee at its meeting held on 8th May, 2018 and as on the date of this Report the Audit Committee is comprised of Dr. Kali Kumar Chaudhuri (Independent Director), Mrs. Smita Khaitan (Independent Woman Director) and Mr. Varun Agrawal (Executive Director). The Committee focuses on certain specific areas and makes informed decisions in line with the delegated authority and function according to the roles and defined scope. The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

There were no such instances wherein the Board had not accepted recommendation of the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

As on 31st March, 2018, the Company pursuant to the requirement of provisions of section 178(1) of the Act read with the Regulation 19 of the Listing Regulations, has in place the Nomination & Remuneration Committee comprising of 4 (four) members, Dr. Kali Kumar Chaudhuri- Independent Director (Chairman) [DIN: 00206157], Mr. Ajay Kumar Chakraborty -Independent Director [DIN: 00133604], Mrs. Smita Khaitan - Independent Woman Director [DIN: 01116869] and Mr. Suresh Kumar Agrawal - Non-Executive Director [DIN: 00520769]. The Board of Directors at its meeting held on 8th May, 2018 has revised the composition of the Nomination and Remuneration Committee and as on the date of this report the revised composition of the Nomination and Remuneration Committee is comprised of Dr. Kali Kumar Chaudhuri (Independent Director), Mrs. Smita Khaitan (Independent Woman Director) and Mr. Suresh Kumar Agrawal (Non-Executive Director).

The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

The Company pursuant to provisions of section 178 of the Act and Regulation 19 read with Para A of Part D of Schedule II of the Listing Regulations, upon recommendation of Nomination & Remuneration Committee has devised a Remuneration Policy applicable to all Executives of the Company i.e. Directors, Key Managerial Personnel and senior management. The said policy forms part of the Directors’ Report and marked as ‘Annexure E’.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31st March, 2018, as required by the provisions of section 178(5) of the Act read with Regulation 20 of the Listing Regulations, the Company has in place the Stakeholders Relationship Committee comprising of 3 (three) members, Dr. Kali Kumar Chaudhuri- Independent Director (Chairman) [DIN: 00206157], Mr. Suresh Kumar Agrawal - Non-Executive Director [DIN: 00520769] and Mr. Varun Agrawal - Executive Director [DIN: 00441271]. The Board of Directors at its meeting held on 8th May, 2018 has revised the composition of the Stakeholders’ Relationship Committee and as on the date of this report the Stakeholders’ Relationship Committee is comprised of Mr. Suresh Kumar Agrawal (Non-Executive Director), Mr. Varun Agrawal (Executive Director) and Mr. Mrinal Kanti Pal (Non-Executive Director).

The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with section 135 of the Act and Rules thereunder and the Committee is comprised of Mr. Suresh Kumar Agrawal (Non- Executive Director) Dr. Kali Kumar Chaudhuri (Independent Director) and Mr. Vineet Agrawal (Executive Director). The composition and the detailed terms of reference of the CSR Committee are provided in the Corporate Governance Report. The CSR activities are inter-alia, focused on rural development and promoting education & health care. The report on CSR activities pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this report and marked as Annexure - ‘F’.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees.

Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations read with Guidance Note on Board Evaluation of SEBI dated 5th January, 2017 the Nomination & Remuneration Committee has laid down the criteria for performance evaluation, in a structured questionnaire form after taking into consideration various aspects of the Board functioning, composition of the Board and its Committees, culture, execution, diligence, integrity, awareness and performance of specific laws, duties, obligations and governance, on the basis of which, the Board has carried out the annual evaluation of its own performance, the performance of Board Committee and of Directors individually, by way of individual and collective feedback from Directors. Further, pursuant to Para VII of Schedule IV of the Act and provisions of the Listing Regulations, the Independent Directors of the Company, without the participation of Non-Independent Directors and members of management, convened a separate meeting on 19th May, 2017, to perform the following:

- Review the performance of Non-Independent Directors and the Board as a whole;

- Review the performance of the Chairman of the Company taking into account the views of executive directors and non executive directors;

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

The review of performance of Non-Independent Directors was done, after discussing with them on various parameters, such as, skill, competence, experience, degree of engagement, ideas & planning etc. The Board performance was reviewed on various parameters, such as, adequacy of the composition of the Board, Board culture, appropriateness of qualification & expertise of Board members, process of identification and appointment of Independent Directors, inter-personal skills, ability to act proactively, managing conflicts, managing crisis situations, diversity in the knowledge and related industry expertise, roles and responsibilities of Board members, appropriate utilization of talents and skills of Board members etc. The evaluation of the Chairman of the Company was conducted on various parameters such as leadership quality, capability, availability, clarity of understanding, governance & Compliance and degree of contribution etc.

The Board of Directors of the Company expressed their satisfaction towards the process of review and evaluation of performance of Board, its Committees and of individual directors.

FAMILIARIZATION PROGRAMME

Familiarization programme undertaken for Independent Directors is provided at the following weblink: http://www.manaksia. com/pdf/familiarization_programme_%20steels.pdf

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to the provisions of section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the details containing salient features of the financial statement of subsidiary companies /associate companies/ joint ventures in Form AOC-1 forms part of this Annual Report.

During the year under review the Company has formed Technomet International FZE as its wholly owned subsidiary at Jebel Ali Free Zone, Dubai and further Technomet International FZE, has also entered in to share purchase agreement with two companies i.e. Federated Steel Mills Limited and Far East Steel Industries Limited at Nigeria and acquired 99.9999% of share capital of both the companies. The Company has two layers of subsidiaries.

The details of performance of the Subsidiary Companies are as follows:

Foreign Subsidiaries :

Technomet International FZE

The Revenue of the company from the date of Incorporation i.e., 3rd August, 2017 till the year ended 31st March 2018 stood at AED Nil Lacs (equivalent to Rs. Nil Lacs). During the said period, the company had a net loss of AED 10.02 Lacs (equivalent to Rs. 175.98 Lacs).

Federated Steel Mills Ltd

This company is subsidiary of Technomet International FZE. The Revenue of the company from the date of acquisition i.e., 17th December, 2017 till the year ended 31st March, 2018 stood at Naira 5116.75 Lacs (equivalent to Rs. 1078.07 Lacs). During the said period the company had a net profit of Naira 414.25 Lacs (equivalent to Rs. 89.81 Lacs).

Far East Steel Industries Ltd

This company is subsidiary of Technomet International FZE. The Revenue of the company from the date of acquisition i.e., 17th December, 2017 till the year ended 31st March, 2018 stood at Naira Nil Lacs (equivalent to ‘ Nil Lacs). During the said period the company had a net profit/ (loss) of Naira Nil Lacs (equivalent to ‘ Nil Lacs).

Except as stated hereinabove, the Company does not have any joint venture or associate company during the year under review.

MATERIAL SUBSIDIARY COMPANIES

A subsidiary shall be considered as material if its income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. The Company has formulated a policy for determining “Material” subsidiaries in the Board Meeting dated 16th May, 2018 and the same is available on the website of the Company www.manaksia.com and the weblink thereto is http://www.manaksia.com/pdf/ Policy-for-determining-material-subsidiaries_Steels.pdf .

DEPOSITS

The Company has neither accepted nor renewed any deposits during the financial year under review in terms of the provisions of Chapter V of the Act.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which may impact its going concern status and Company’s operations in future.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. Your Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. To commensurate the internal financial control with its size, scale and complexities of its operations, the Board based on the recommendation of Audit Committee in its meeting held on 16th May, 2018 has appointed M/s Namita Kedia & Associates, Chartered Accountants, (Firm Regn. No. 328509E) as Internal Auditors of the Company for the financial year 2018-19.

The Audit Committee reviews the Report submitted by the Internal Auditors. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems. In this regard, your Board confirms the following :

1. Systems have been laid to ensure that all transactions are executed in accordance with management’s general and specific authorization. There are well-laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management’s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company’s policies.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the provisions of section 177(9) of the Act and the Listing Regulations, the Company has framed a Whistle Blower Policy to establish a vigil mechanism for Directors and employees to report genuine concerns about actual or suspected unethical behavior, malpractice, wrongful conduct, discrimination, sexual harassment, fraud, violation of the Company policies including Code of Conduct without fear of reprisal/retaliation. The Whistle Blower Policy/Vigil Mechanism has also been uploaded on Company’s website:

http://www.manaksia.com/pdf/msl/Whistle_Blower_Policy_Steels_220316.pdf

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON & REDRESSAL) ACT 2013

No complaint has been received by the Internal Complaints Committee of the Company during the financial year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosure pertaining to remuneration and other details as required under the provisions of section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Directors’ Report and marked as Annexure- ‘G’.

During the year under review, no employee of the Company drew remuneration in excess of the limits specified under the provisions of section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Act and the Listing Regulations the Consolidated Financial Statements of the Company and its subsidiaries is attached. The Consolidated Financial Statement has been prepared in accordance with the applicable Indian Accounting Standards (IND AS) issued by the Institute of Chartered Accountants of India and shows the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiaries.

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competition in all its businesses. It is the endeavor of your Company to deploy resources in a balanced manner so as to secure the interest of the shareholders in the best possible manner in the short, medium and long terms.

Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill enjoyed by the Company from its esteemed customers, commercial associates, banks, financial institutions, Central Government, State Government, various Government and Local Authorities, other stakeholders and the media.

Your Directors also wish to place on record their deep sense of appreciation to all the employees at all levels for their commendable team-work, professionalism and enthusiastic contribution towards the working of the Company.

Your Directors look forward to the future with hope and conviction.

For and on behalf of the Board of Directors

Varun Agrawal Mrinal Kanti Pal

Place : Kolkata Managing Director Director

Dated : 16th May, 2018 DIN: 00441271 DIN: 00867865

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Mar 31, 2016

DIRECTORS'' REPORT

Dear Shareholders,

The Directors are pleased to present the Fifteenth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March, 2016.

FINANCIAL RESULTS : ('' in Lacs)

Particulars	2015-16	2014-15
Total Revenue	29036.46	33559.86
Profit Before Tax (PBT)	821.46	1112.63
Less: Provisions for Taxation	323.64	294.62
Net Profit After Tax (PAT)	497.82	818.01
Balance brought forward from previous year	1866.15	1048.14
Total Amount available for appropriation	2363.97	1866.15
Appropriations :
Transfer to General Reserve	500.00	-
Surplus Carried to Balance Sheet	1863.97	1866.15
Total	2363.97	1866.15

STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

Kindly refer to ''Management Discussion and Analysis Report'' which forms part of the Annual Report.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the financial year 2015-16.

DIVIDEND

To conserve the resources for future, the Board of Directors has decided not to recommend any dividend for the financial year ended 31st March, 2016.

TRANSFER TO RESERVES

The Board in its Meeting held on 27th May, 2016 proposed to transfer '' 500.00 Lacs to the General Reserve.

CHANGES IN SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at 31st March, 2016 stood at '' 655.34 Lacs. During the year under review, the Company has not issued any further shares.

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

Details of shares held in the demat suspense account as required under Regulation 39(4) read with Schedule VI of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") forms part of the Corporate Governance Report.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to ''Management Discussion and Analysis Report'', which forms part of the Directors'' Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) read with Para B of Schedule V of the Listing Regulations forms part of this Annual Report.

DETAILS RELATING TO MATERIAL VARIATIONS

Since no prospectus or letter of offer has been issued during last 5 years, there is no question of any material variation.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT

There are no material changes and commitments affecting the financial position of the Company during the year under review.

EXTRACT OF ANNUAL RETRUN

The extract of Annual Return as on 31st March, 2016 in the prescribed Form MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 forms part of this Directors'' Report and marked as Annexure- "A".

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Para C of Schedule V of the Listing Regulations, Report on the Corporate Governance along with a certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance is annexed as Annexure-"B".

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The details of numbers of meeting of Board held during the year under review forms part of the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013 :

a) that in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that the Directors had adopted such accounting policies and applied them consistently and made judgments and estimates in a reasonable and prudent manner so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2015-16 and of the profit of the Company for that period;

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts had been prepared on a going concern basis;

e) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively;

f) that 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.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

The Company has appointed Mr. Ajay Kumar Chakraborty (DIN: 00133604), Dr. Kali Kumar Chaudhuri (DIN: 00206157) and Mrs. Smita Khaitan (DIN: 01116869), as Independent Directors of the Company for a fixed term of 5 (Five) years in the Extra Ordinary General Meeting of the Company held on 17th November, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the Listing Regulations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Article 87 of the Articles of Association of the Company, Mr. Suresh Kumar Agrawal (DIN: 00520769), Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

During the year under review the designation of Mr. Suresh Kumar Agrawal (DIN: 00520769) has been changed from Managing Director to Non-Executive Director of the Company with effect from 11th February, 2016.

Mr. Varun Agrawal (DIN: 00441271) has been designated as Managing Director from Whole-time Director of the Company with effect from 11th February, 2016.

The brief Resume/Profile of the Directors recommended by the Board for appointment/re-appointment forms part of Notice convening the 15th Annual General Meeting.

STATUTORY AUDITORS & AUDITORS'' REPORT

Messers S. K. Agrawal & Co., Chartered Accountants, (Firm Registration No. 306033E), had been appointed as statutory auditors of the Company at the 13th Annual General Meeting held on 10th September, 2014, to hold office from the conclusion of 13th Annual General Meeting till the conclusion of 18th Annual General Meeting, on such remuneration as may be fixed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

In accordance with Section 139(1) of the Companies Act, 2013, the Board recommends such appointment of M/s. S. K. Agrawal & Co., Chartered Accountants for ratification by the members in the ensuing Annual General Meeting.

There are no observations (including any qualification, reservation, adverse remarks or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. The specific notes forming part of the accounts referred to in Auditor''s Report are self-explanatory and give complete information.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Vinod Kothari & Company, Practicing Company Secretaries to conduct Secretarial Audit of the Company for the Financial Year 2015-16.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in Form MR-3 as given by the secretarial auditor for the Financial Year ended 31st March, 2016, forms part of the Directors Report and annexed as Annexure-"C".

The Secretarial Auditors Report addressed to the shareholders of the Company, does not contain any qualification, reservation, adverse remark or disclaimer.

COST AUDITORS

The provisions of Section 148 of Companies Act, 2013 and the relevant Rules made there under are not applicable to your Company.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

PARTICUALRS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, the Company has given a security of Rs, 6.00 Crores by way of lien on fixed deposit to State Bank of India, Commercial Branch Kolkata, 24 Park Street, Kolkata against the Letter of Credit to be opened by Manaksia Limited in favour of Trafigura PTE Ltd. The full particulars of the same can be found in the notes to the financial statement.

The Company has not given any loan or made any investments as stipulated under the provisions of Section 186 of the Companies Act, 2013 during the financial year 2015-16.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company with related parties for the year under review were on arm''s length basis and in the ordinary course of business and were reviewed by the Audit Committee and that the provisions of Section 188(1) read with the Companies (Meetings of Board and its Powers) Rules, 2014 are not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

All Related Party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of unforeseen nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their noting on a quarterly basis.

During the year under review, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Company''s policy of Materiality of Related Party Transactions.

The policy on Related Party Transactions as approved by the Board of Directors of the Company may be accessed on the Company''s website www.manaksia.com and the we blink thereto http://www.manaksia.com/corp_policy_steels.php.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The details required pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo forms part of this Directors Report and marked as Annexure-"D".

RISK MANAGEMENT SYSTEM

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate the probability and/or impact of unfortunate events or to maximize the realization of opportunities.

The Company has structured Risk Management Policy, designed to safeguard the organization from various risks through adequate and timely actions. The Company manages, monitors and reports on its risks and uncertainties that can impact its ability to achieve its objectives. The major risks have been identified by the Company and its mitigation process/measures have been formulated.

AUDIT COMMITTEE

The Company, pursuant to the requirement of the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the Listing Regulations has in place Audit Committee comprising of 4 (Four) members, Mr. Ajay Kumar Chakraborty (DIN : 00133604) - Independent Director (Chairman), Dr. Kali Kumar Chaudhuri (DIN : 00206157) - Independent Director, Mrs. Smita Khaitan (DIN : 01116869)- Independent Director and Mr. Suresh Kumar Agrawal (DIN : 00520769) - Non-Executive Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report.

There were no such instances where in the Board had not accepted recommendation of the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

The Company pursuant to the requirement of provisions of Section 178(1) of the Companies Act, 2013 read with Regulation 19 of the Listing Regulations has in place the Nomination & Remuneration Committee comprising of 4 (Four) members, Dr. Kali Kumar Chaudhuri (DIN: 00206157) - Independent Director (Chairman), Mr. Ajay Kumar Chakraborty (DIN: 00133604) - Independent Director, Mrs. Smita Khaitan (DIN: 01116869) - Independent Director and Mr. Vineet Agrawal (DIN: 00441223) - Non-Executive Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report.

The Company pursuant to provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Para A of Part D of Schedule II, upon recommendation of Nomination & Remuneration Committee has devised a policy on Remuneration of Directors and Key Managerial Personnel and other employees. The said policy forms part of the Directors Report and marked as Annexure-"E".

The Board of Directors of the Company pursuant to the requirement of provisions of the Companies Act, 2013 and Listing Regulations and on recommendation of Nomination & Remuneration Committee formed a questionnaire laying down several question dealing with several aspect of evaluation of performance of the individual directors, committees of board and the board itself which inter-alia included appropriate assistance in implementing corporate governance practices, participating actively in collective decision making, analyzing the options for action and working towards consensus, their specific roles and responsibilities to be fulfilled as an independent director.

Familiarization programme undertaken for Independent Directors is provided at the following we blink: http://www.manaksia.com/ management-team-manaksia-steels.php.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As required by the provisions of Section 178(5) of the Companies Act, 2013 read with Regulation 20 of the Listing Regulations the Company has in place the Stakeholders Relationship Committee comprising of 3 (Three) members, Dr. Kali Kumar Chaudhuri (DIN: 00206157) - Independent Director (Chairman), Mr. Suresh Kumar Agrawal (DIN: 00520769) - Non-Executive Director and Mr. Varun Agrawal (DIN: 00441271) - Managing Director as members. The detailed terms of reference of the Committee is provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 and relevant rules made there under. The composition and the terms of reference of the CSR Committee is provided in the Corporate Governance Report. The CSR activities are inter-alia, focused on rural development including protecting fauna and promoting education. The Report on CSR activities pursuant to clause (o) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 forms part of this report and marked as Annexure-"F".

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, the Nomination & Remuneration Committee has laid down the criteria for performance evaluation, in a structured questionnaire form after taking into consideration various aspects of the Board functioning, composition of the Board and its Committees, culture, execution, diligence, integrity, awareness and performance of specific laws, duties, obligations and governance, on the basis of which, the Board has carried out evaluation of its own performance, the performance of Board Committee and of Directors individually.

The Independent Directors of the Company, without the participation of Non-Independent Directors and members of management, in their separate meeting have reviewed the performance of Non-Independent Directors and the Board as a whole and also the performance of the Chairman of the Company taking into account the views of executive directors and non executive directors. The Independent Directors further assessed the quality, quantity and timeliness of flow of information between the company management and the board that is necessary for the board to effectively and reasonably perform their duties. The review of performance of Non-Independent Directors was done, after discussing with them on various parameters, such as, skill, competence, experience, degree of engagement, ideas & planning etc. The Board performance was reviewed on various parameters, such as, adequacy of the composition of the Board, Board culture, appropriateness of qualification & expertise of Board members, process of identification and appointment of Independent Directors, inter-personal skills, ability to act proactively, managing conflicts, managing crisis situations, diversity in the knowledge and related industry expertise, roles and responsibilities of Board members, appropriate utilization of talents and skills of Board members etc. The evaluation of the Chairman of the Company was conducted on various parameters such as leadership quality, capability, availability, clarity of understanding, governance & Compliance and degree of contribution etc.

The Board of Directors of the Company expressed their satisfaction towards the process of review and evaluation of performance of Board, it''s Committees and of individual directors.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate company during the year under review.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2015-16 in terms of Chapter V of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which may impact its going concern status and Company''s operations in future.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. Your Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. To commensurate the internal financial control with its size, scale and complexities of its operations, the Company on the recommendation of Audit Committee has appointed M/s Namita Kedia & Associates, Chartered Accountants, as Internal Auditor of the Company.

The Audit Committee reviews the report submitted by the Internal Auditors. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems. In this regard, your Board confirms the following :

1. Systems have been laid to ensure that all transactions are executed in accordance with management''s general and specific authorization. There are well-laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management''s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In Compliance with the provisions of Section 177(9) of the Companies Act, 2013 and the Listing Regulations, the Company has framed a Whistle Blower Policy to establish a vigil mechanism for Directors and employees to report genuine concerns about actual or suspected unethical behavior, malpractice, wrongful conduct, discrimination, sexual harassment, fraud, violation of the Company policies including Code of Conduct without fear of reprisal/retaliation. The Whistle Blower Policy/Vigil Mechanism has also been uploaded on Company''s website www.manaksia.com.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON & REDRESSAL) ACT, 2013

There has been no such case pending during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosure pertaining to remuneration and other details as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Directors Report and marked as Annexure-"G".

During the period under review, no employee of the Company drew remuneration in excess of the limits specified under the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competition in all its businesses. It is the endeavour of your Company to deploy resources in a balanced manner so as to secure the interest of the shareholders in the best possible manner in the short, medium and long terms.

Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill enjoyed by the Company from its esteemed customers, commercial associates, banks, financial institutions, Government Authorities, other stakeholders and the media.

Your Directors also wish to place on record their deep sense of appreciation to all the employees at all levels for their commendable teamwork, professionalism and enthusiastic contribution towards the working of the Company during the year under review.

Your Directors look forward to the future with hope and conviction.

For and on behalf of the Board of Directors

Varun Agrawal Mrinal Kanti Pal

Place : Kolkata Managing Director Director

Date : 27th May, 2016 DIN: 00441271 DIN: 00867865

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Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting their Fourteenth Annual Report on the business and operations of your Company together with the audited accounts of the Company for the year ended 31st March, 2015 :

FINANCIAL RESULTS : (Rs. in Lacs)

Particulars 2014-15 2013-14

Total Revenue 33559.86 21745.66

Profit Before Tax 1112.63 1543.23

Less: Provisions for Taxation 294.62 491.10

Net Profit 818.01 1052.13

Balance brought forward from previous year 1048.14 (3.99)

Total Amount available for appropriation 1866.15 1048.14

Appropriations:

Dividend on Equity Shares - -

Surplus Carried to Balance Sheet 1866.15 1048.14

Total 1866.15 1048.14

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

The Company was the wholly-owned subsidiary of Manaksia Limited. Pursuant to Scheme of Arrangement as sanctoned by the Hon'ble Calcuta High Court the Steel undertaking of Manaksia Limited has been transferred to Manaksia Steels Limited on a going concern basis. The Company is currently carrying on the Steel business.

Steel is the barometer of economic development of a country. Steel demand in the world stems from growth and development of the sectors that are end users of steel such as manufacturing, housing, infrastructure and automobile etc.

The Indian steel industry has entered into a new development stage from 2007-08, riding high on the resurgent economy and rising demand for steel. Rapid rise in production has resulted in India becoming the 3rd largest producer of crude steel in 2015 and the country continues to be the largest producer of sponge iron or DRI in the world.

The Company manufactures and sells value added steel products comprising Cold Rolled Coils used in interior and exterior panels of automobiles, buses and commercial vehicles, Galvanised Corrugated Sheets which find use in the rural housing sector and factory sheds and Galvanised Plain Sheets, used in the manufacture of containers and water tanks and Colour Coated (Pre-painted) Coils and Sheets for sale to construction, housing, consumer durable and other industries.

CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year 2014-15.

DIVIDEND

To conserve the resources for future, the Board has decided not to recommend any dividend for the Financial Year ended 31st March 2015.

TRANSFER TO RESERVES

During the year under review, your Company has not transferred any amount to General Reserve.

SCHEME OF ARRANGEMENT

The Hon'ble Calcutta High Court vide its Order dated 24th March, 2014 has sanctioned the Scheme of Arrangement under the provisions of Sections 391-394 of the Companies Act, 1956 for demerger of Steel Undertaking of Manaksia Limited into Manaksia Steels Limited on a going concern basis. The certified copy of the Order sanctioning the Scheme has been received by the Company on 19th November, 2014 and the Company has duly fled the said Order with the Registrar of Companies, West Bengal, on 23rd November, 2014. The Scheme has become effective on and from the date of fling with the Registrar of Companies. Upon the Scheme being effective, the Company had made application to National Stock Exchange of India Limited and BSE Limited for listing of its equity shares. Accordingly the shares of the Company got listed on both the Stock Exchanges on 30th March, 2015.

SHARE CAPITAL

The Company pursuant to the Scheme of Arrangement as sanctoned by the Hon'ble Calcuta High Court vide its Order dated 24th March, 2014 has issued and alloted to the shareholders of Manaksia Limited, one share of Re 1/- each of the Company, for every one share of Rs 2/- each held by them. The paid-up Equity Share Capital of the Company as at 31st March, 2015 stood at Rs.655.34 Lacs. During the year under review, the Company has neither issued shares with differential voting rights nor has granted any stock options or sweat equity.

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

Details of shares held in the demat suspense account as required under Clause 5A I and 5A II of the Listing Agreement forms part of the Corporate Governance Report.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to Management Discussion and Analysis Report, which forms part of the Annual Report.

MANAGEMENT DISCUSSION ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

DETAILS RELATING TO MATERIAL VARIATIONS

During the year under review, there is no material variations as no prospectus or letter of offer has been issued.

MATERIAL CHANGES AND COMMITIMENTS, IF ANY, 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 THE REPORT

There is no such material changes and commitments affecting the financial position of the company.

EXTRACT OF ANNUAL RETRUN

The details forming part of the extract of Annual Return in Form MGT-9 required pursuant to Section 92 of the Companies Act, 2013, is marked as Annexure 'A' and forms part of this Director's Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on the Corporate Governance along with a certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance is annexed as Annexure 'B'.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the financial year 2014-15 forms part of the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Directors of your Company, hereby confirm, pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, in respect of financial year under review :

a) That in the preparation of the annual accounts for the year ended 31st March, 2015, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanations relating to material departures, if any;

b) That the Directors have adopted such accounting policies and have applied them consistently and have made judgements and estimates in a reasonable and prudent manner so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year 2014-15 and of the profit of the Company for the year ended 31st March, 2015.

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

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

e) That 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.

f) That 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.

DECLARATION BY INDEPENDENT DIRECTORS

During the year under review, the Company at its Extra ordinary General Meeting held on 17th November 2014 appointed Mr. Ajay Kumar Chakraboty, Dr Kali Kumar Chaudhuri and Mrs Smita Khaitan, as Independent Directors of the Company for a period 5 (five) years and shall hold office upto the conclusion of the Annual General Meeting of the Company to be held in the Calendar year 2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mrinal Kant Pal, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

During the year under review, the Company has appointed following persons as Key Managerial Personnel of the Company :

Sl. No. Name of the Person Designation

1 Mr Suresh Kumar Agrawal Managing Director

2 Mr Ajay Sharma Company Secretary

3 Mr Rajesh Singhania Chief Financial Officer

4 Mr. Varun Agrawal Whole-Time Director

The Board has changed the terms of appointment of Mr Suresh Kumar Agrawal in its meeting held on 23rd November, 2014, subject to the approval of shareholders in the ensuing Annual General Meeting of the Company.

Apart from the Managerial Remuneration the Managing Director and Whole-time Directors of the Company are not entitled to any commission as prescribed under the provisions of Section 197(14) of the Companies Act, 2013.

The brief Resume/ Profile of the Directors recommended by the Board for appointment/ re-appointment forms part of the Notice convening the 14th Annual General Meeting.

STATUTORY AUDITORS & AUDITORS' REPORT

At the 13th Annual General Meeting held on 10th September, 2014 the members approved appointment of Messer S. K. Agrawal & Co., Chartered Accountants, (Registration No. 306033E) to hold office from the conclusion of the 13th Annual General Meeting until the conclusion of the 18th Annual General Meeting, (subject to ratification of the appointment by the members, at every Annual General Meeting held after the 13th Annual General Meeting) on such remuneration as may be fixed by the Shareholders, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

In accordance with Section 139 of the Act, members are requested to ratify the appointment of the Auditors to hold office from the conclusion of the 14th Annual General Meeting till the conclusion of the 15th Annual General Meeting.

There are no observations (including any qualification, reservation, adverse remarks or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. The specific notes forming part of the accounts referred to in Auditor's Report are self- explanatory and give complete information.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Vinod Kothari & Company, Practising Company Secretaries to conduct secretarial audit of the Company for the Financial Year 2014-15.

The Secretarial Audit Report for the Financial Year ended 31st March, 2015, forms part of the Directors Report and annexed as Annexure 'C'.

The Secretarial Auditors Report addressed to the Shareholders of the Company, does not contain any qualification.

COST AUDITORS

The provisions of Section 148 of the Companies Act, 2013 and the relevant rules made thereunder are not applicable to your Company.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company to the Audit Committee or the Board of Directors during the year under review.

PARTICUALRS OF LOANS, GUARANTEES OR INVESTIMENTS

The Company has not given any loan, made any investments or given any guarantee as stipules under the provisions of Section 186 of the Companies Act, 2013 during the financial year 2014-15.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties during the year under review, were on arm's length basis and in the ordinary course of business and that the provisions of Section 188 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are not attracted. Thus, disclosure in Form AOC-2 is not required. Further there are no related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

All Related Party Transactions are approved by the Audit Committee prior to the transaction. Related Party Transactions of repetitive nature are approved by the Audit Committee on omnibus basis for one year at a time. All omnibus approvals are reviewed by the Audit Committee on a quarterly basis.

The policy on Related Party Transactions as approved by the Board of Directors of the Company may be accessed on the Company's website at the link htp://www.manaksia.com/corp_policy_steels.php

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The details required pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo forms part of this Directors Report and marked as Annexure 'D'.

RISK MANAGEMENT

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate the probability and/ or impact of unfortunate events or to maximize the realisation of opportunities.

The Company has structured Risk Management Policy, designed to safeguard the organization from various risks through adequate and timely actions. The Company manages, monitors and reports on its risks and uncertainties that can impact its ability to achieve its objectives.

AUDIT COMMITTEE

The Company pursuant to the requirement of the provisions of Section 177 of the Companies Act, 2013 read with the provisions of Clause-49 has constituted the Audit Committee comprising of 4 (Four) Directors, Mr. Ajay Kumar Chakraborty-Independent Director (Chairman), Dr. Kali Kumar Chaudhuri-Independent Director, Mr. Suresh Kumar Agrawal-Executive Director and Mrs. Smita Khaitan-Independent Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report. The Board has accepted all the recommendations made by the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

As required by the provisions of Section 178(1) of the Companies Act, 2013 read with the provisions of Clause 49 of the Listing Agreement the Company has constituted the Nomination & Remuneration Committee comprising of 4 (Four) Directors, Mr. Ajay Kumar Chakraborty- Independent Director (Chairman), Dr Kali Kumar Chaudhuri-Independent Director, Mr. Vineet Agrawal-Non Executive Director and Mrs. Smita Khaitan-Independent Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report.

The Company pursuant to provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and upon recommendation of Nomination & Remuneration Committee has devised a policy on Remuneration of Directors and Key Managerial Personnel. The said policy forms part of the Directors Report and marked as Annexure 'E'.

The Company got listed on 30th March, 2015 and is in the process of finalisation of criteria for evaluation of performance of all the Directors based on the recommendation of Nomination & Remuneration Committee.

Familiarisation programme undertaken for Independent Directors is provided at the weblink www.manaksia.com/management -team- manaksia-steels.php.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As required by the provisions of Section 178(5) of the Companies Act, 2013 read with the provisions of Clause 49 of the Listing Agreement the Company has constituted the Stakeholders Relationship Committee comprising of 3 (Three) Directors, Dr. Kali Kumar Chaudhuri-Independent Director (Chairman), Mr. Suresh Kumar Agrawal-Executive Director and Mr. Varun Agrawal-Executive Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company was a wholly owned subsidiary of Manaksia Limited. Pursuant to the Scheme of Arrangement (Scheme) as sanctioned by the Hon'ble Calcuta High Court vide its Order dated 24th March 2014, the Company got demerged from Manaksia Limited with effect from 23rd November 2014, being the date of fling of the Order with Registrar of Companies on a going concern basis. The Company got listed at BSE-Limited and National Stock Exchange of India Limited on 30th March 2015.

As per the Scheme, the appointed date is October 01, 2013. During the pendency of the Scheme the accounts for the financial year ended March 31, 2014 was prepared without giving any effect to the terms of the Scheme. Pursuant to the said financial accounts the Company does not meet the requirements as envisaged under Section 135 of the Companies Act, 2013 and accordingly does not qualify to make Corporate Social Responsibility spending as per the said section read with its allied rules. Therefore, the Company has not made any spending under section 135 of the Companies Act, 2013 for the financial year 2014-2015. Since the effective date of the Scheme is 23rd November 2014, for the purpose of preparing accounts for financial year ending March 31, 2015, the Company will have to give effect to the accounting terms of the Scheme as per paragraph 7 of the Scheme and accordingly will have to recast its previous year's figures for financial year ended March 31, 2014 only for the limited purpose of giving effect to the provisions of the Scheme as and from the appointed date being October 01, 2013.

PERFORMANCE EVALUATION OF BOARD AND COMMITTEES

Pursuant to requirement of the provisions of Section 134(3)(p) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination & Remuneration Committee of the Board has laid down the criteria for evaluation of the Executive Directors, Non-Executive Directors, Board as a whole and the Committees of the Board, in a structured questionnaire form after taking into consideration various aspects of the Board functioning, composition of the Board and its Committees, culture, execution, diligence, integrity, awareness and performance of specific laws, duties, obligations and governance.

DEPOSITS

The Company has not accepted or continued any public deposits as contemplated under Chapter V of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the Regulators, Courts and Tribunals impacting the going concern status and Company's operation in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. To commensurate the internal financial control with its size, scale and complexities of its operations the Company on the recommendation of Audit Committee has appointed M/s Namita Kedia & Associates, Chartered Accountants, as Internal Auditors of the Company.

The Audit Committee reviews the report submitted by the Internal Auditors and also ascertain the views of Statutory Auditors on the financial statements, including the financial reporting system and compliance to Accounting Policies and procedures followed by the Company.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems with regard-to- 1. Systems have been laid to ensure that all transactions are executed in accordance with management's general and specific authorization. There are well-laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management's general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company's policies.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In Compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has framed a Whistle Blower Policy to establish a vigil mechanism for Directors and employees to report genuine concerns about actual or suspected unethical behavior, malpractce, wrongful conduct, discrimination, sexual harassment, fraud, violation of the Company polices including Code of Conduct without fear of reprisal/retaliation. The Whistle Blower Policy/Vigil Mechanism has also been uploaded on Company's website www.manaksia.com.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON & REDRESSAL) ACT, 2013

There has been no such case fled/pending during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosure pertaining to Remuneration and other details as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Directors Report and marked as Annexure 'F'.

During the period under review, no employee of the Company drew Remuneration in excess of the limits specified under the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure required under this Section has been made in the Annual Report.

CREDIT RATING

The Company was awarded 'A ' rating by CARE for its long term loans and 'A1 ' (A ONE PLUS) rating for short term loans and 'A1 ' (A ONE PLUS) for proposed commercial paper. The Company was awarded 'A1' (A ONE) rating for commercial paper and 'A' rating for working capital facilities by ICRA, which represent high security for timely servicing of debt instruments and carrying very low credit risk. The Company's financial discipline and prudence are reflected from the good Credit ratings by leading agencies.

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competition in all its businesses. It is the endeavour of your Company to deploy resources in a balanced manner so as to secure the interest of the shareholders in the best possible manner in the short, medium and long terms.

Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill enjoyed by the Company from its esteemed customers, commercial associates, banks, financial institutions, Government Authorities, other stakeholders and the media.

Your Directors also wish to place on record their deep sense of appreciation to all the employees at all levels for their commendable team- work, professionalism and enthusiastic contribution towards the working of the Company during the year under review.

Your Directors look forward to the future with hope and conviction.

For and on behalf of the Board of Directors

Ajay Kumar Chakraborty

Place : Kolkata Chairman

Date : 3rd August, 2015 DIN : 00133604