Directors Report of MSP Steel & Power Ltd.

Mar 31, 2025

The Board of Directors of MSP STEEL & POWER LIMITED (“Company”) is pleased to present the Fifty-sixth integrated
Annual Report along with Audited Financial Statements of the Company, for the financial year ended 31^st March 2025.

A. FINANCIAL RESULTS - STANDALONE & CONSOLIDATED

Particulars	Standalone		Consolidated
	F.Y. 24-25	F.Y. 23-24	F.Y. 24-25	F.Y. 23-24
Revenue from Operations	2,90,524.78	2,87,385.40	2,90,524.78	2,87,385.40
Other Income	358.02	3,835.85	358.70	3,840.91
Total Income (a)	2,90,882.80	2,91,221.25	2,90,883.48	2,91,226.31
Total Expenses (b)	2,90,661.84	2,89,148.44	2,90,632.27	2,89,158.05
Profit/(Loss) Before Tax (c=A-b)	220.96	2,072.81	251.21	2,068.26
Add/(Less): Exceptional Items (d)	-	-	-	-
Share of Profit / (Loss) of Associates, joint venture (e)	-	-	5.03	1.09
Income Tax for Earlier Years	-	-		-
Deferred Tax	3,091.94	633.91	3,092.18	634.71
Less: Tax Expenses (f)	3,091.94	633.91	3,092.18	634.71
Profit/(Loss) for the Year (c-D E-f)	(2,870.98)	1,438.90	(2,835.94)	1,434.64
Other Comprehensive Income/(Loss)(net of tax)	167.70	(196.40)	167.70	(196.40)
Total Comprehensive Income	(2,703.28)	1,242.50	(2,668.24)	1,238.24

B. PERFORMANCE- FY 24-25

On a Standalone basis, the revenue for the Company
for the FY 2024-2025 was H 2,90,524.78 Lakhs
registering a growth of 1.09 % as compared to the
previous year’s revenue of H 2,87,385.40 Lakhs. The
EBITDA for the year was 137,06.79 Lakhs, as compared
to previous year EBITDA of 16,377.03 lakh. The Net
profit attributable to the owners of the Company for
the FY 2024-25 was Rs.(2870.98) lakh in comparison
to H 1,438.90 lakh for the previous year.

From current year onwards, the Company has
opted the option under section 115 BAA of the
Income Tax Act,1961, introduced by the Taxation
Laws (Amendment) Act, 2019 which gives
irreversible option for payment of income tax at
reduced rate subject to certain conditions. In view
of above, Minimum Alternative Tax (MAT) credit of
H 2,648.71 lakhs accounted for in earlier years has
been reversed during the quarter ended 31^st March,
2025 and deferred tax asset/liability also has been
measured/remeasured at the tax rates specified
under new regime.

This change in the tax regime has resulted in the
Company reporting a negative Profit after Tax for the
quarter ended 31^st March, 2025, leading to a loss in
the annual financial statements for the FY 2024-25.

On a Consolidated basis, the revenue for
the Company for the FY 2024-2025 was
H 2,90,524.78 lakh, registering a growth of 1.09%
as compared to the previous year revenue of
H 2,87,385.40 Lakhs. The EBITDA for the year was
H 137,49.24 lakh, as compared to previous year EBITDA
of Lakhs H 16,378.58 Lakhs. The Net profit attributable
to the owners of the Company for the FY 2024-25
was (H 2,835.48) lakh in comparison to H 1,435.87
lakh for the previous year. The Profit After Tax was
(2835.94) Lakh in comparison to H 1,434.64 lakh.

The company has achieved turnover of H 2,90,524.78
lakh during FY 2024-25.

During the year under review, the Company
continued its focus on judicious fund management,
including timely repayment of loans along with
interest obligations. The Company also undertook
proactive planning for future fund-raising activities
to support its growth objectives.

As a part of the Restructuring Package previously
approved under S4A i.e Scheme for Sustainable
Structuring of Stressed Assets by Reserve Bank
of India, the Company had issued 451,970,554
Optionally Convertible Debentures (OCDs), which
were converted into equity shares following the
receipt of listing and trading approvals from the
National Stock Exchange and the Bombay Stock

Exchange. Consequently as on 31^st March, 2025,
there were no outstanding OCDs pending to
be converted/redeemed by any Lenders under
Restructuring Package.

1. CHANGE IN THE NATURE OF BUSINESS

There was no change in business of the Company
during the financial year ended 31^st March 2025.

2. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report,
as stipulated under Regulation 34 of SEBI Listing
Regulations forming part of this report has been
given under separate section.

3. DIVIDEND

For the financial year under review, your Company
has not recommended any dividend at the
forthcoming Annual General Meeting (AGM) for
the year ended 31^st March 2025. The decision was
made to utilize the surplus for the future growth
of the Company.

Dividend Distribution Policy:

In terms of the provisions of Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has in place a
Dividend Distribution Policy which is accessible at
the Company’s website at www .mspsteel.com/
about-us/corporate-policies

4. TRANSFER TO RESERVES

The Company has not transferred any amount to
the General Reserve Account during the financial
year ending 31^st March, 2025.

5. OPTIONALLY CONVERTIBLE DEBENTURES

(ocd)

The aggregate outstanding amount of
OCDs of the Company as on 31^st March
2025 was NIL as H 4,519,705,540/- consisting
of 451,970,554 OCDs of face value of
H 10/- each were converted into equity shares during
the FY 2024-2025.

6. SHARE CAPITAL

• Authorised Share Capital:

The Authorised Share Capital of the Company
as on March 31, 2025: H 9,00,00,00,000 (Rupees
Nine Hundred Crore).

• Issued, subscribed and paid-up share capital
Share Capital:

The issued, subscribed and paid-up share
capital of the Company as on 31^st March, 2025:
H 5,69,90,96,450/- (Five Hundred Sixty Nine
Crore Ninety Lakhs Ninety-Six Thousand Four
Hundred and Fifty only).

During the FY 2024-2025, there was no change in the
Authorized Share Capital of the Company whereas
Paid-up Share Capital of the Company increased to
H 5,69,90,96,450. The equity shares of the Company
are listed on BSE Limited (“BSE”) and National Stock
Exchange of India Limited (“NSE”)

7. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

In line with Section 129(3) of the Act read with
Companies (Accounts) Rules, 2014, the Listing
Regulations and in accordance with Indian
Accounting Standards, Consolidated Financial
Statements (CFS) prepared by the Company
includes financial information of the Subsidiary,
Joint Venture and their contribution to the overall
performance of your Company during the year under
review. The statement containing the salient features
of our subsidiaries in the prescribed form AOC-1 is
appended as Annexure-1 to the Director''s Report and
forms part of this report. The Statement provides the
detailed performance of the Subsidiaries including
associate company and Joint venture.

The company has 2 subsidiaries and 1 Joint Venture
Company as on 31^st March, 2025 as mentioned below :

1. MSP Cement Ltd - Wholly owned Subsidiary

2. Prateek Mines and Minerals Pvt Ltd - Subsidiary

3. Madanpur Southcoal company Ltd. - Joint
Venture Company

Your Company has formulated a policy for
determining ‘Material Subsidiary’, in terms of
the Regulation 16(c) of the Listing Regulations,
as amended from time to time. The said policy
can be accessed on the Company’s website at
the link: https://www.mspsteel.com/images/

corporate-policies/POLICY-FOR-DETERMINING-
MATERIALITY-OF-EVENTS.pdf.

8. PUBLIC DEPOSITS

During the year ended 31^st March, 2025, the Company
had not accepted any public deposits and no
amount on account of principal or interest in public
deposits was outstanding as on 31^st March, 2025.

9. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company has disclosed the full particulars of
the Loans given, Investments made, or Guarantees
given or Security provided as required under Section
186 of the Companies Act, 2013, Regulation 34(3) and
Schedule V of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 in the notes to
financial statements forming part of the Annual
Report. Investments made or Guarantees given or
Security provided are within the limit as prescribed
under Section 186 of the Companies Act, 2013.

10. CORPORATE GOVERNANCE

Your Company is committed to upholding the
highest standards of corporate governance
and ensuring full compliance with the corporate
governance requirements as prescribed under the
SEBI Listing Regulations.

A Certificate from the Secretarial Auditor confirming
compliance with the conditions of corporate
governance is annexed to the Report on Corporate
Governance, which forms part of this Annual Report.

11. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT (BRSR)

The Company does not fall under the top 1000 listed
companies based on the market capitalization
as on 31^st December 2024 Therefore, the BRSR as
stipulated under Regulation 34(2) (f) of the Listing
Regulations is not applicable to the Company for
the FY 2024-2025.

12. ANNUAL RETURN

As per Provision of Section 92(3) read with section
134(3)(a) of the Companies Act, 2013, copies of
the Annual Return of the Company prepared in
accordance with Section 92(3) of the Act read
with Rule 12 of the Companies (Management and
Administration) Rules, 2014 are placed on the
website of the Company and are accessible at the
web-link https://www.mspsteel.com/investors/
annual-report-and-returns/annual-returns

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

Your Board of Directors comprises a balance mix
of Executive as well as Non-Executive Directors
including the women directors. Directors have rich
experience and expertise across a range of fields

such as corporate finance, strategic management,
accounts, legal, marketing, brand building, social
initiative, general management, and strategy.
All Independent Directors meet the criteria of
independence as prescribed under section 149 (6)
of the Companies Act, 2013. All other Directors are
liable to retire by rotation as per the provisions of the
Companies Act, 2013, except Independent Directors
appointed to the Board.

• Appointment/Re-appointment/Cessation
of the Directors

Appointment as Joint Managing Director:

The Board of Directors of the Company at its
meeting held on 08^th August, 2024, based on the
recommendation of the NRC and based on his
performance evaluation, and according to the
provisions of the Companies Act, 2013 and the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 appointed
Mr. Manish Agrawal as the Joint Managing
Director with effect from 12^th August, 2024 and
the same has been approved in 55^th AGM.

Re-appointment of Managing Director:

The Board of Directors of the Company at its
meeting held on 08^th August, 2024, based on the
recommendation of the NRC and according to
the provisions of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 re-appointed
Mr. Saket Agrawal as the Managing Director with
effect from 14^th November, 2024 for a period of
five consecutive years and the same has been
approved in 55^th AGM.

Re-appointment of Independent Director:

The Board of Directors at its meeting held on 14^th
August 2024, based on the recommendation of
the Nomination and Remuneration Committee,
and based on her performance evaluation
re-appointed Mrs. Suneeta Mohanty as
Non-Executive Independent Director w.e.f.,
conclusion of 55^th AGM and the same has been
approved in 55^th AGM.

Resignation of Independent Director:

Mr. Prateek Bansal resigned from the post of
Independent Director of the Company with
effect from 12^th August 2024 due to other

commitments. The Board places on record its
appreciation for the invaluable contribution
and guidance provided by him to the Company
over the years.

Cessation of Independent Director:

The Board of Directors at their meeting held
on 14^th August 2024, noted the cessation of Mr.
Navneet Jagatramka and Mr. Ashok Kumar
Soin, as Independent Directors of the Company
w.e.f. the conclusion of 55^th AGM, with respect
to completion of their second and final term of
five consecutive years.

Appointment of Independent Director:

The Board of Directors at its meeting held on 8^th
August 2024, based on the recommendation of
the Nomination and Remuneration Committee,
approved the appointment of Mr. Anubhav
Goenka, Mr. Pranab Kumar Chakrabarty and
Mr. Pramode Kumar Pandey as an Additional
Director in the category of Non-Executive
Independent Director w.e.f., 8^th August 2024 and
the same has been approved in 55^th AGM.

• Declaration by Independent Director

Pursuant to the provisions of Section 149(6) of
the Companies Act, 2013 and Regulation 16(1)(b)
of the SEBI Listing Regulations, the Independent
Directors have submitted declarations
that each of them meets the criteria of
independence. There has been no change in
the circumstances affecting their status as
independent directors of the Company

In the opinion of the Board, all Independent
Directors possess requisite qualifications,
experience, expertise and hold high standards
of integrity required to discharge their duties
with an objective independent judgment and
without any external influence. The list of key
skills, expertise and core competencies of the
Board, including the Independent Directors,
forms a part of the Corporate Governance
Report of this Integrated Annual Report.

None of the Directors on the Board of your Company
are disqualified for being appointed as a Director
as specified under Section 164(2) of the Act read
with Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules 2014 or applicable
regulations of the Listing Regulations.

Key Managerial Personnel

Key Managerial Personnel Pursuant to the
provision of Section 2(51) and Section 203 of the

Act, read with Rules framed thereunder, the Key
Managerial Personnel of the Company are Mr.
Saket Agrawal - Managing Director; Mr. Manish
Agrawal- Joint Managing Director; Mr. Kamal
Kumar Jain - Chief Financial Officer; Ms. Shreya
Kar - Company Secretary & Compliance Officer
as on 31^st March, 2025.

14. DETAILS OF BOARD AND COMMITTEE
MEETINGS

1. Committees of the Board

In order to align the prospects of the Company
with focused attention on the business and
for better governance and accountability,
the Board has constituted the Committee as
required under Companies Act, 2013 and SEBI
Listing Regulation.

The Details of the change in composition of the
Committees, its term of reference and number of
meetings held and attendance in the meetings
during the FY 2024-2025, have been disclosed
separately in the Corporate Governance Report
section of this Annual Report.

2. Meetings of the Board of Directors &
Independent Directors

During the year under review, 17 meetings of
the Board of Directors were held. The details
of the meetings of the Board of Directors
of the Company held and attended by the
Directors during the FY 2024-25 are given in the
Corporate Governance Report forming part of
this Integrated Annual Report.

The Independent Directors of the Company
should meet at least once in the year pursuant
to the requirements of Schedule IV of the Act
and Regulation 25 of the Listing Regulations.
Two meetings were held on 14^th August 2024 &
13^th February 2025 without the attendance of
non-independent directors and members of
the management.

15. BOARD EVALUATION

The Company has established a policy for evaluating
the performance of the Board, its committees, and
individual Directors, including both Non-executive
and Executive Directors. It is considered good
governance practice.

As per the evaluation process outlined by the NRC,
the Board conducted its annual performance
evaluation of the Board itself, its committees, and
individual Directors. Additionally, the independent

directors performed an annual evaluation of the
Chairman, the non-independent directors, and the
Board as a whole. The Chairman of each Committee
presented the evaluation report to the respective
Committee members. The Board then assessed the
performance of each Committee based on these
evaluation reports. A consolidated performance
evaluation report was provided to the Chairman
of the Board for his review and to offer feedback
to each Director. The Evaluation process increases
Board effectiveness and maximize strengths and
tackle weaknesses.

16. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

In terms of the provisions of Section 197(12) of the Act
read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, as amended, a statement showing the
names and other particulars of the employees
drawing remuneration in excess of the limits set
out in the said rules and the disclosures relating
to remuneration and other details, is annexed as
Annexure-3 to this report.

17. NOMINATION & REMUNERATION POLICY

In accordance with Section 178(3) of the Act
and Regulation 19 of the Listing Regulations, the
Company has implemented a Nomination &
Remuneration Policy. This policy outlines the guiding
principles, procedures, and criteria for the selection
and appointment of Directors, Key Managerial
Personnel, and Senior Management Personnel. It
includes criteria for determining qualifications,
positive attributes, the independence of Directors,
and the remuneration of Directors, Key Managerial
Personnel, Senior Management Personnel, and
other Employees.

Details of the policy are included in the Report on
Corporate Governance, which forms part of the
Annual Report. The policy is also available on the
Company''s website at the following link: https://
www.mspsteel.com/about-us/corporate-policies

18. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (csr) Committee
has been constituted in accordance with Section
135 of the Companies Act, 2013.

The Company is committed to enhancing the quality
of life in communities through sustainable and
inclusive CSR initiatives. Guided by our CSR Policy,
the Company undertakes various activities aimed

at creating long-term value for all stakeholders. The
key features of our CSR Policy are detailed in the
Annual Report on CSR activities, which is annexed to
the Board’s Report. For more information, the full CSR
Policy is available on our website.

A detailed report on the Company’s CSR activities
is annexed herewith as Annexure-2 to the Board’s
Report. The CSR policy is available on the website
of the Company at https://www.mspsteel.com/
images/corporate-policies/corporate-social-
responsibility-policy.pdf.

19. RISK MANAGEMENT

The company has a comprehensive Risk
Management framework to proactively identify,
assess, mitigate, minimize such expenses to
the extent possible and assure business growth
financial stability and establish a structured and
intelligent approach to risk management in the
Company. This framework encompasses strategic,
operational, financial, and compliance-related
risks, ensuring that the company maintains
resilience in a dynamic business environment.
Through regular risk assessments, implementation
of control measures, and continuous monitoring,
MSP Steel and Power Limited strives to safeguard
its assets, uphold stakeholder interests, and ensure
sustainable growth. Additional details on the
Company’s risk management process are provided
in the Management Discussion & Analysis Report,
which forms part of the Annual Report.

20. VIGIL MECHANISM/WHISTLE BLOWER

In compliance with the provisions of Section 177(9)
of the Companies Act, 2013 and Regulation 22 of the
Listing Regulations, the Company has implemented
robust vigil mechanism which includes Whistle
Blower Policy approved and adopted by Board
of Directors of the Company to report safe and
supportive workplace for all employees and
associates and to avoid violation of the Company’s
Code of Conduct & Ethics.

The details of the Whistle Blower Policy are provided
in the Corporate Governance Report and is also
available at on the website of the Company at
the web-link: https://www.mspsteel.com/about-us/
corporate-policies

21. PREVENTION, PROHIBITION AND REDRESSAL
OF SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE

Your company provides a safe and supportive
workplace for all employees and associates. The
Company strictly enforces a zero-tolerance policy
towards sexual harassment. The Company is dedicated
to promote equal employment opportunities and
fostering a healthy environment free from prejudice,
gender bias, and harassment at the Workplace. We
uphold the principles of dignity and respect for all
employees in every aspect of our operations.

In accordance with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition, and Redressal) Act, 2013 ("POSH Act”), the
Company has formulated a comprehensive Policy
on Prevention of Sexual Harassment at Workplace
across locations to redress complaints received
regarding sexual harassment.

However, during the year under review in relation
to Sexual Harassment of Women at Workplace
(Prevention, Protection, and Redressal) Act,
2013 the Company:

• Number of sexual harassment complaints
received: NIL

• Disposed off during the year: NIL

• The number of cases pending for a period
exceeding ninety days: NIL

22. MATERNITY BENEFIT COMPLIANCE

The Company is in compliance with the provisions
of the Maternity Benefit Act, 1961. All eligible female
employees are granted maternity benefits in
accordance with the provisions of the Act, including
paid maternity leave, nursing breaks and protection
from dismissal during maternity leave. No instances
of noncompliances were observed during

the review period.

23. PARTICULARS OF CONTRACTS AND
ARRANGEMENT WITH RELATED PARTY
TRANSACTIONS & POLICY

The Company would like to confirm that all related
party transactions were reviewed and approved
by the Audit Committee in accordance with the
Company’s Policy on Dealing with Materiality of
Related Party Transactions, as well as the related
party framework that the Company has formulated
and adopted. The policy is available on the
Company’s website at Corporate Policies

All related party transactions which were in the
ordinary course of business and on arm’s length
basis, of repetitive nature entered during the financial

year were approved by the Audit Committee Hence,
requirement of form AOC-2 pursuant to sec 134(8)
(a) of The Company’s Act 2013 read with Rule 8(2)
of the companies (Accounts) Rules, 2014 is not
applicable to the company

Details of the related party transactions, as per
Ind AS-24, have been disclosed in the notes to the
standalone/consolidated financial statements
forming part of the Annual Report 2024¬
2025. Additionally, disclosures of related party
transactions on a consolidated basis, in the format
specified by the relevant accounting standards,
have been submitted to the stock exchanges. These
disclosures can be accessed on the Company’s
website at https://www.mspsteel.com/investors/
stock-exchange-compliances/related-
party-transaction

24. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013,
Board of Directors of Company hereby confirms that:

1. Financial Statements: In the preparation of the
annual accounts for the financial year ended
31^st March 2025, the applicable accounting
standards had been followed along with
proper explanation relating to material
departures, if any.

2. Accounting Policies: The Directors had
selected such accounting policies and applied
them consistently and made judgments and
estimates that are reasonable and prudent
so as to give a true and fair view of the state
of affairs of the company at the end of the
financial year and of the profit and loss of the
company for that period.

3. Internal Controls: 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.

4. Going Concern: The Directors had prepared
the annual accounts on a going concern basis.

5. Internal Financial Controls: The 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.

6. Compliance with Laws: The Directors had
devised proper systems to ensure compliance
with the provisions of all applicable laws
and that such systems were adequate and
operating effectively.

25. SECRETARIAL STANDARDS

The Company has complied with all the applicable
provisions of Secretarial Standard on Meetings
of Board of Directors (SS-1), Revised Secretarial
Standard on General Meetings (SS-2), issued by
Institute of Company Secretaries of India.

26. LISTING ON STOCK EXCHANGES

The Company’s shares are listed on Bombay Stock
Exchange Limited and the National Stock Exchange
of India Limited.

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

The relevant information as required under sub¬
section (3)(m) of Section 134 the Act read with
Companies (Accounts) Rules, 2014 are given in
Annexure-4 to the Board''s Report.

28. AUDITORS & AUDITOR’S REPORT
Statutory Auditors

M/s. Singhi & Co., Chartered Accountants, Kolkata,
(Firm Registration No. 302049E), Chartered
Accountants, were appointed as Auditors of the
Company, for a term of 5 (Five) consecutive years,
at the 55^th Annual General Meeting held on 17^th
September 2024 until the conclusion of the 60^th
Annual General Meeting of the Company.

They had further confirmed that their appointment,
if made, would be within the limits prescribed under
Section 14l(3)(g) of the Companies Act, 2013 and
that they are not disqualified for appointment.
Accordingly, the proposal was placed in the 55^th AGM
held on 17^th September, 2024 for their appointment
as the Statutory Auditors of the Company.

The provisions regarding rotation of auditors
outlined in Section 139 and are further detailed in
the Companies (Audit and Auditors) Rules, 2014, are
applicable to the Company financial year.

The Statutory Auditors’ Report forms part of the
Annual Report as an integral part, it does not contain
any qualification, reservation or adverse remark
for the year under review. There was no instance
of fraud during the year under review to report to
the Audit Committee and/or Board under Section
143(12) of Act and Rules framed thereunder.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act
and rules made thereunder, the Company had
appointed M/s. Bajaj Todi & Associates, Practising
Company Secretaries, (Membership Number ACS:
13216 COP: 3502) to undertake the Secretarial Audit
of the Company for the FY 2024-25, based on
consent received from M/s. Bajaj Todi & Associates.

The Secretarial Audit Report (MR-3) for the FY 2024¬
25 under the Act read with rules made thereunder
and Regulation 24A of the Listing Regulations, is set
out in Annexure-5 to this Report However, the report
does not contain any qualification, reservation or
adverse remarks.

Cost Auditor

The Company has maintained cost records as
specified by the Central Government under Section
148(1) of the Companies Act, 2013. Mr. Sambhu
Banerjee, Cost Auditor (Membership No. 9780), has
carried out the cost audit for applicable products
during the FY 2024-25.

The Board of Directors of the Company, on the
recommendation made by the Audit Committee,
have appointed Mr. Sambhu Banerjee, Cost Auditor
(Membership No. 9780), as the Cost Auditors of
the Company to conduct the audit of cost records
of products for the FY 2024-25 which has been
approved in the 55^th AGM.

29. REPORTING OF FRAUD

The Auditors of the company have not reported any
fraud as specified under Section 143(12) of the Act.
Further, no case of Fraud has been reported to the
Management from any other sources.

30. INTERNAL FINANCIAL CONTROL AND
INTERNAL AUDIT SYSTEM AND THEIR
ADEQUACY

The Company has adopted and implemented robust
policies and procedures for ensuring the orderly and
efficient conduct of its business. The framework has
been meticulously designed to align with the size,
scale, and complexity of our operations.

Its primary objectives include safeguarding our
assets, ensuring compliance with all relevant laws,
preventing and detecting fraud, maintaining the
accuracy and completeness of our accounting
records, and ensuring the timely preparation of
reliable financial disclosures.

The Company has documented its internal financial
controls considering the essential components
of various critical processes, both physical and
operational. This includes its design, implementation
and maintenance along with periodic internal review.

31. SIGNIFICANT AND MATERIAL ORDERS

There are no such significant or material orders
passed by the regulators or courts or tribunals
impacting the going-concern status of the
company''s operation in future.

32. INVESTOR SERVICES

The Company along with its Registrar M/S KFin
Technologies Limited (KFintech) manages both
physical and dematerialized(demat) work, as well
as shareholder correspondence, in accordance with
SEBI directives for a common Registrar and Share
Transfer Agent. They have consistently strived to
provide satisfactory service to our investors.

33. LISTING FEES

The listing fees payable for the FY 2024-2025 have
been paid to Bombay Stock Exchange (BSE) and
National Stock Exchange of India Limited (nse)
within due date.

34. AWARDS AND RECOGNITIONS

Your company has received recognition from
several esteemed institutions, and we are proud to
share some of the awards presented to us, during
the year under review:

1. Green Pro Awards

2. QuPID Award 2024

3. Recognized with 4.25 Star rating CII Eastern
region ENCON Award 2024

4. 03 Safety Circle Teams Bag Awards at CCQC
Bhilai chapter.

5. Society of engineers and Managers Award.

6. Jombay WOW Workplace Award.

7. Recognised as ‘Most Trusted Brands of India’ by
Marksmen daily

35. OTHER DISCLOSURES/REPORTING

i) There are no material changes and
commitments affecting the financial position
of the Company which have occurred between
the end of the FY 2024-25 and the date
of this report.

ii) There is no change in the nature of business of
the Company during the year under review.

iii) The Company has not issued equity shares
with differential rights as to dividend,
voting or otherwise.

iv) The Company has not issued any sweat equity
shares to its directors or employees.

v) There was no revision of financial statements
and the Board’s Report of the Company during
the year under review.

vi) No application has been made under the
Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application
made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status as
at the end of the financial year is not applicable.

vii) The requirement to disclose the details of
difference between the amount of the valuation
done at the time of onetime settlement and
the valuation done while taking loan from the
Banks or Financial Institutions along with the
reasons thereof, is not applicable.

viii) The disclosure pertaining to explanation for any
deviation or variation in connection with certain
terms of a public issue, rights issue, preferential
issue, etc. is not applicable to the Company.

ix) The Company’s securities were not suspended
during the year under review.

36. ANNEXURES FORMING PART OF THIS REPORT

The Annexures referred to in this Report and other

information which are required to be disclosed are

annexed herewith and form part of this Report:

Annexure	Particulars
1	FORM AOC-1
2	Corporate Social Responsibility for the F.Y. 2024-25
3	Statement of Disclosures on remuneration of directors and employees of the Company
4	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
5	Secretarial Audit Report

37. CAUTIONARY STATEMENT

Certain statements in the Directors’ Report and the
Management Discussion & Analysis (md&a) section
may constitute “forward-looking statements” within the
meaning of applicable securities laws and regulations.
These statements, which include projections,
expectations, and forecasts regarding the Company’s
objectives, future performance, and strategies, are
based on current beliefs and assumptions.

Actual results may differ materially from those
expressed or implied due to various factors,
including but not limited to:

• Global and domestic demand and supply
conditions

• Selling prices of finished goods

• Availability and prices of inputs

• Changes in government regulations and tax laws

• Economic developments within the country
and globally

The Company undertakes no obligation to update
or revise any forward-looking statements, whether
as a result of new information, future events, or
otherwise. Investors are cautioned not to place
undue reliance on these statements.

38. ACKNOWLEDGEMENTS

Your directors extends its heartfelt appreciation
to all employees for their unwavering dedication,
hard work, and commitment throughout the year.
The Board recognizes and values the passion,
innovation, and resilience demonstrated by each
member of the team. Your directors would also like
to express their appreciation for the co-operation
and assistance received from various authorities
such as Government, banks and other financial
institutions, our vendors, suppliers, customers and
all other stakeholders during the year under review

For and behalf of the Board
MSP STEEL & POWER LIMITED

Suresh Kumar Agrawal Saket Agrawal

Date: 25^th August 2025 DIN: 00587623 DIN: 00129209

Place: Kolkata Chairman Managing Director

---

Mar 31, 2024

The Board of Directors of MSP STEEL & POWER LIMITED (''Company'') is pleased to present the Fifty-Fifth integrated Annual Report along with financial statements of the Company, for the financial year ended 31^st March 2024. A brief summary of the Company''s standalone and consolidated performance is given below:

COMPANY PERFORMANCE FINANCIAL RESULTS

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	F.Y. 23-24	F.Y. 22-23	F.Y. 23-24	F.Y. 22-23
Revenue from Operations	2,87,385.40	2,55,039.96	2,87,385.40	2,55,039.96
Other Income	3,835.85	1,157.47	3,840.91	1,161.28
Total Income (A)	2,91,221.25	2,56,197.43	2,91,226.31	2,56,201.24
Total Expenses (B)	2,89,148.44	2,62,256.45	2,89,158.05	2,62,264.27
Profit/(Loss) Before Tax (C=A-B)	2,072.81	(6,059.02)	2,068.26	(6,063.03)
Add/(Less): Exceptional Items (D)	-	30.75	-	30.75
Share of Profit / (Loss) of Associates, joint venture (E)	-		1.09	314.34
Less: Tax Expenses (F)	633.91	(658.65)	634.71	(658.22)
Income Tax for Earlier Years	-		-	-
Deferred Tax	633.91	(658.65)	634.71	(658.22)
Profit/(Loss) for the Year (C-D E-F)	1,438.90	(5,369.62)	1,434.64	(5,059.73)
Other Comprehensive Income/(Loss)(net of tax)	(196.40)	226.24	(196.40)	216.73
Total Comprehensive Income	1,242.50	(5,143.38)	1,238.24	(4,843.00)

PERFORMANCE 2023-2024

The Financial Year 2023-2024 has registered increase in production and sales volumes as compared to previous financials.

On a Standalone basis, the revenue for the Company for the financial year 2023-24 was Rs. 2,87,385.40 lakh, registering a growth of 12.68% as compared to the previous year revenue of Rs. 2,55,039.96 Lakhs. The EBITDA for the year was Rs. 16,377.03 Lakhs, registering a substantial growth of 117.04% as compared to previous year EBITDA of Rs. 7,545.43 Lakhs. The Net profit for the financial year 2023-24 was Rs. 1,438.90 lakhs in comparison to Rs. (5,369.62) lakhs for the previous year.

On a Consolidated basis, the revenue for the Company for the financial year 2023-24 was Rs. 2,87,385.40 Lakhs, registering a growth of 12.68 % as compared to the previous year revenue of Rs. 2,55,039.96 Lakhs.

The Consolidated EBITDA for the year was 16,378.58 Lakhs, registering a substantial growth of 108.43% as compared to previous year EBITDA of Rs. 7858.17 Lakhs. The Consolidated Net Profit for the financial year 202324 was Rs. 1,434.64 Lakhs in comparison to Rs. (5,059.73) Lakhs for the previous year.

The Consolidated Profit after Tax was Rs. 1434.64 Lakhs in comparison to Rs. (5059.73) Lakhs registering a significant growth over the previous year on account of operating leverage.

1. DIVIDEND

For the financial year under review, your Company has not recommended any dividend at the forthcoming Annual General Meeting (AGM) for the year ended 31^st March 2024. The decision was made to utilize the surplus for the future growth of the Company.

Dividend Distribution Policy:

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Dividend Distribution Policy which is accessible at the Company''s website at www.mspsteel.com/ about-us/corporate-policies

2. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve Account during the financial year ended March 31, 2024.

CHANGE IN SHARE CAPITAL

During the Financial Year 2023-2024, there was no change in the Authorized Share Capital and Paid-up Share Capital of the Company. The equity shares of the Company are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE")

3. OPTIONALLY CONVERTIBLE DEBENTURES (OCD)

The aggregate outstanding amount of Optionally Convertible Debentures ("OCD") of the Company as on 31^st March 2024 is. H 4,519,705,540/- consisting of 451,970,554 OCDs of face value of H10/- each

4. SUBSIDIARIES, & JOINT VENTURES

In line with Section 129(3) of the Act read with Companies (Accounts) Rules, 2014, the Listing Regulations and in accordance with Indian Accounting Standards, Consolidated Financial Statements (CFS) prepared by your Company

includes financial information of the Subsidiary , Joint Venture and their contribution to the overall performance of your Company during the year under review. The statement containing the salient features of our subsidiaries in the prescribed form AOC-1 is appended as Annexure-1 to the Director''s Report and forms part of this report. The Statement provides the detailed performance of the Subsidiaries including associate company and Joint venture.

The Company has two Subsidiaries i.e MSP Cement Limited and Prateek Mines & Minerals Private Limited and one Joint Venture i.e Madanpur South Coal Company Limited as on 31^st March, 2024.

Your Company has formulated a policy for determining ''Material Subsidiary'', in terms of the Regulation 16(c) of the Listing Regulations, as amended from time to time. The said policy can be accessed on the Company''s website at the link: https://www.mspsteel.com/images/

corporate-policies/POLICY-FOR-DETERMINING-MATERIALITY-OF-EVENTS.pdf

CONSOLIDATED FINANCIAL STATEMENTS

Audited annual consolidated financial statements forming part of the annual report have been prepared in accordance with Companies Act, 2013, Indian Accounting Standards (Ind AS) 110-''Consolidated Financial Statements'' and Indian Accounting Standards (Ind AS) 28 - Investments in Associates and Joint Ventures'', notified under Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and as amended from time to time.

5. PUBLIC DEPOSITS

During the year ended 31^st March, 2024, the Company had not accepted any public deposits and no amount on account of principal or interest on public deposits was outstanding as on 31^st March, 2024.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has disclosed the full particulars of the Loans given, Investments made or Guarantees given or Security provided as required under Section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in the notes to financial statements forming part of the Annual Report. Investment made or Guarantees given or Security provided are within the limit as prescribed under Section 186 of the Companies Act, 2013.

7. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section and forms an integral part of the Annual Report for 2024. This Report provides a comprehensive perspective on the economic, social, and environmental aspects material to our strategy and our ability to create and sustain value for our key stakeholders. It also includes the reporting requirements as specified by Regulation 34(2)(e) read with Schedule V of the Listing Regulations.

8. CORPORATE GOVERNANCE

Your Company is committed to maintain highest standards of corporate governance and adherence to the corporate governance requirement set out by SEBI Listing Regulations.

The requisite Certificates from a Secretarial Auditor confirming compliance with the Corporate Governance is attached with the report on Corporate Governance.

9. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT (BRSR)

The Company accordingly does not fall under the top 1000 listed companies based on the market capitalization as on 31^st March, 2024. Therefore, the

BRSR as stipulated under the Regulation 34(2) (f) of the Listing Regulations is not applicable to the Company for the financial year 2023-2024.

10. ANNUAL RETURN

As per the provisions of section 134 (3) (a) the Annual Return of the Company for the Financial Year 2023-24 may be accessed under investor relation tab on the Company''s website at the https://www. mspsteel.com/investors/annual-report-and-returns/annual-returns

11. DIRECTORS & KEY MANAGERIAL PERSONNEL

Your Board of Directors comprises of mix of Executive and Non-Executive Directors including a woman director with rich experience and expertise across a range of fields such as corporate finance, strategic management, accounts, legal, marketing, brand building, social initiative, general management and strategy. Except, Independent Directors, all other Directors are liable to retire by rotation as per the provisions of the Companies Act, 2013.

Director Retiring by Rotation

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Manish Agrawal (DIN: 00129240) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The proposal regarding his re-appointment is placed for approval by the shareholders.

Resignation of Independent Director Mr. Prateek Bansal (DIN: 01836662) tendered his resignation from the post of Independent Director of the Company with effect from closure of business hours on 12^th August 2024 due to other commitments. The Board places on record its appreciation for the invaluable contribution and guidance provided by him to the Company over the years.

Cessation of Independent Directors due to Expiry of Tenure

The Board of Directors at their meeting held on August 14, 2024, noted the cessation of Mr. Navneet Jagatramka (DIN: 01579357) and Mr. Ashok Kumar

Soin (DIN: 02986145), as Independent Directors of the Company w.e.f. the conclusion of the 55^th Annual General Meeting of the Company consequent to completion of their second and final term of 5 (five) consecutive years. The Board of Directors and the management of the Company expressed their deep appreciation and gratitude for the valuable counsel rendered by Mr. Navneet Jagatramka and Mr. Ashok Kumar Soin during their association with the Company over the years.

Appointment of Mangaing Director and Joint Managing Director

Mr. Saket Agrawal (DIN: 00129209) was proposed to be re-appointed as Managing Director of the Company for a period of 5 (five) years w.e.f 14^th November 2024 up to 13^th November 2029, subject to approval of the Shareholders of the Company at the ensuing Annual General Meeting.

Mr. Manish Agrawal (DIN: 00129240) was proposed to be appointed as Joint Managing Director of the Company for a period of 5 (five) years effective from 12^th August 2024 up to 11^th August 2029, subject to approval of the Shareholders of the Company at the ensuing Annual General Meeting.

Appointment of Independent Director

Three new Independent Directors have been brought on Board to optimise the composition of the Board.

Mr. Pramode Kumar Pandey (DIN: 10714970), Mr. Anubhav Goenka (DIN: 00543736), and Mr. Pranab Kumar Chakrabarty (DIN: 07924042) have been appointed as Additional Directors designated as Independent Directors of the Company for a term of 5 (five) consecutive years with effect from 8^th August 2024 subject to the approval of members in the ensuing 55^th Annual General Meeting.

Further, Mrs. Suneeta Mohanty (DIN: 08398436) has been re-appointed as an Independent Director w.e.f. conclusion of the ensuing 55^th Annual General Meeting for a second term of 5 (five) consecutive years, on expiry of her tenure, subject to the approval of members in the ensuing 55^th Annual General Meeting.

Details of the appointment and cessation are updated on the website of the Company at https:// www.mspsteel.com/investors/company-updates.

Declaration by Independent Director

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Integrated Annual Report.

None of the Directors on the Board of your Company are disqualified for being appointed as a Director as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014 or applicable regulations of the Listing Regulations.

Key Managerial Personnel Pursuant to the provision of Section 2(51) and Section 203 of the Act, read with Rules framed thereunder, the Key Managerial Personnel of the Company are Mr. Saket Agrawal -Managing Director; Mr. Kamal Kumar Jain - Chief Financial Officer; Ms. Shreya Kar - Company Secretary & Compliance Officer

DETAILS OF BOARD AND COMMITTEE MEETINGS

In order to align the future prospects of the Company along with for focused attention on the business and for better governance and accountability. the Board has constituted the Committees viz, Audit Committee, Stakeholders Relationship Committee,

Nomination and Remuneration Committee and Corporate Social Responsibility Committee.

The Details of the change in composition of the Committees, its term of reference and number of meetings held and attendance in the meetings during the financial year 2023-2024, have been disclosed separately in the Corporate Governance Report section of this Annual Report.

During the year under review, 12 meetings of the Board of Directors were held. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2023-24 are given in the Corporate Governance Report forming part of this Integrated Annual Report.

The Independent Directors of the Company should meet at least once during the year pursuant to requirements of Schedule IV of the Act and Regulation 25 of the Listing Regulations. A meeting was scheduled on 8^th November, 2023 without the attendance of non-independent directors and members of the management.

12. BOARD EVALUATION

The Company has established a policy for evaluating the performance of the Board, its Committees, and individual Directors, including both Non-executive and Executive Directors.

As per the evaluation process outlined by the NRC, the Board conducted its annual performance evaluation of the Board itself, its Committees, and individual Directors. Additionally, the independent directors performed an annual evaluation of the Chairman, the non-independent directors, and the Board as a whole. The Chairman of each Committee presented the evaluation report to the respective Committee members. The Board then assessed the performance of each Committee based on these evaluation reports. A consolidated performance evaluation report was provided to the Chairman of the Board for his review and to offer feedback to each Director.

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and the disclosures relating to remuneration and other details, is annexed as Annexure - 3 to this report.

14. NOMINATION & REMUNERATION POLICY

In accordance with Section 178(3) of the Act and Regulation 19 of the Listing Regulations, the Company has implemented a Nomination & Remuneration Policy. This policy outlines the guiding principles, procedures, and criteria for the selection and appointment of Directors, Key Managerial Personnel, and Senior Management Personnel. It includes criteria for determining qualifications, positive attributes, the independence of Directors, and the remuneration of Directors, Key Managerial Personnel, Senior Management Personnel, and other Employees.

During the year under review, the Board revised the Nomination & Remuneration Policy to ensure its continued relevance and to align it with changes in applicable laws and regulations. Details of the policy are included in the Report of Corporate Governance, which forms part of the Annual Report. The policy is also available on the Company''s website at the following link: https://www.mspsteel.com/about-us/corporatepolicies

15. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act, 2013.

The annual report on Corporate Social Responsibility (''CSR'') containing details of CSR Policy, composition

of the CSR Committee, CSR projects undertaken and web-link thereto on the website of the Company, as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in Annexure B to this Report. For other details regarding the CSR Committee, please refer to the Report on Corporate Governance, which is a part of this Annual Report.

The objective of the Company''s Corporate Social Responsibility (''CSR'') initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The Company''s CSR policy provides guidelines to conduct CSR activities of the Company. The salient features of the Policy forms part of the Annual Report set out in Annexure-2 annexed to the Board''s Report. The CSR policy is available on the website of the Company at https://www.mspsteel.com/images/corporate-policies/corporate-social-responsibility-policy. pdf The CSR Committee confirms that the implementation and monitoring of the CSR Policy was done in compliance with the CSR objectives of the Company.

In view of the losses incurred by the Company during the previous financial years, the Company has no obligation for spending CSR during the FY 2023-24. However for decades, the Company has pioneered various CSR initiatives. The Company continues to address societal challenges through societal development programs and remains focused on improving the quality of life.

16. RISK MANAGEMENT

The Company has implemented a robust Risk Management framework to identify, measure, manage, and mitigate business risks and opportunities. This framework aims to create transparency, minimize adverse impacts on the business strategy, and enhance the Company''s competitive advantage. By managing market, credit, and operational risks, it quantifies the potential impact at the Company level. Additional details on the Company''s risk management process are

provided in the Management Discussion & Analysis Report, which forms part of the Annual Report.

17. VIGIL MECHANISM/WHISTLE BLOWER

The Company has implemented robust vigil mechanism which includes Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations to report safe and supportive workplace for all employees and associates and also to avoid violation of the Company''s Code of Conduct & Ethics.

The details of the Whistle Blower Policy are provided in the Corporate Governance Report and is also available at on the website of the Company at the web-link: https://www.mspsteel.com/about-us/

corporatepolicies

18. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The company is dedicated to unwavering commitment to providing a safe and supportive workplace for all employees and associates. The Company strictly enforces a zero-tolerance policy towards sexual harassment. We are dedicated to promoting equal employment opportunities and fostering a healthy environment free from prejudice, gender bias, and harassment. We uphold the principles of dignity and respect for all employees in every aspect of our operations.

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 ("POSH Act"), the Company has formulated a comprehensive Policy on Prevention of Sexual Harassment at Workplace. This policy is designed to prevent, prohibit, and address any instances of sexual harassment within the workplace.

No complaint is received in relation to Sexual Harassment of Women at Workplace [Prevention, Protection and Redressal Act, 2013].

19. RELATED PARTY TRANSACTIONS

All related party transactions were reviewed and approved by the Audit Committee in accordance with the Company''s Policy on Dealing with and Materiality of Related Party Transactions, as well as the related party framework that the Company has formulated and adopted. The policy is available on the Company''s website at https://www.mspsteel. com/images/corporate-policies/RELATED-PARTY-TRANSACTION-POLICY.pdf.

During the year under review, all related party transactions were conducted at arm''s length and in the ordinary course of business. Prior omnibus approval was obtained for related party transactions of a repetitive nature, entered into in the ordinary course of business and on an arm''s length basis. Consequently, as all related party transactions were conducted in the ordinary course of business and on an arm''s length basis, Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not applicable to the Company.

Details of the related party transactions, as per Ind AS-24, have been disclosed in the notes to the standalone/consolidated financial statements forming part of the Annual Report 20232024. Additionally, disclosures of related party transactions in the format specified by the SEBI, have been submitted to the stock exchanges. These disclosures can be accessed on the Company''s website at https://www.mspsteel.com/ investors/stock-exchange-compliances/related-party-transaction

20. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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

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

d) the Directors have prepared the annual accounts on a going concern basis;

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

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.

21. SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2), issued by Institute of Company Secretaries of India.

22. LISTING ON STOCK EXCHANGES

The Company''s shares are listed on Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

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

The relevant information as required under subsection (3)(m) of Section 134 the Act read with

Companies (Accounts) Rules, 2014 are given in Annexure-4 to the Board''s Report.

24. AUDITORS & AUDITOR''S REPORT Statutory Auditors

M/s S.K. Agrawal & Company, Chartered Accountants (Firm Registration No. 306033E), Chartered Accountants, were appointed as Auditors of the Company, for a term of 2 (two) consecutive years, at the Annual General Meeting held on September 27, 2022 till the conclusion of AGM of the Company to be held for the Financial Year 202324. The Board of Directors place on record their appreciation for the services rendered by M/s S.K. Agrawal & Company as Statutory Auditors.

The provisions regarding rotation of auditors, as prescribed under the Act, are applicable to the Company. Hence, it is proposed to appoint M/s. Singhi & Co (Firm Registration No. 302049E), as the Statutory Auditors of the Company, for a period of five years, to hold office from the conclusion of this 55^th AGM till the conclusion of the 60^th AGM to be held for the financial year ended March 31, 2024, subject to the approval of the Members.

Accordingly, an item for appointment of M/s. Singhi & Co (Firm Registraion No. 302049E) as the Statutory Auditors of the Company is being placed at the ensuing AGM for approval of the Members. Information about the proposed appointment of statutory auditor is given in the Notice of AGM, which forms part of this Annual Report. The Board recommend their appointment to the Members.

The Statutory Auditors'' Report forms part of the Annual Report as an integral part, it does not contain any qualification, reservation or adverse remark for the year under review. There was no instance of fraud during the year under review to report to the Audit Committee and/ or Board under Section 143(12) of Act and Rules framed thereunder.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had appointed M/s. Bajaj Todi & Associates, Practicing Company Secretaries, (Membership Number ACS:

13216 COP: 3502) to undertake the Secretarial Audit of the Company for the FY 2023-24, based on consent received from M/s. Bajaj Todi & Associates.

The Secretarial Audit Report for the financial year 2023-24 under the Act read with Rules made thereunder and Regulation 24A of the Listing Regulations, is set out in Annexure - 5 to this Report.

The Secretarial Audit Report (MR-3) for FY 20232024 does not contain any qualification, reservation or adverse remarks.

Cost Auditor

The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Act. Mr. Sambhu Banerjee, Cost Auditor (Membership No. 9780), has carried out the cost audit for applicable products during the financial year 2023-24.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, have appointed Mr. Sambhu Banerjee, Cost Auditor (Membership No. 9780), as the Cost Auditors of the Company to conduct the audit of cost records of products for the financial year 2023-24. Mr. Sambhu Banerjee, being eligible, had consented to act as the Cost Auditors of the Company for the financial year 2023-24.

The Cost Audit Report for the financial year 20232024 does not contain any qualification, reservation, or adverse remark.

25. REPORTING OF FRAUD

The Auditors of the company have not reported any fraud as specified under Section 143(12) of the Act. Further, no case of Fraud has been reported to the Management from any other sources.

26. INTERNAL FINANCIAL CONTROL AND INTERNAL AUDIT SYSTEM AND THEIR ADEQUACY

The Company has adopted and implemented robust policies and procedures for ensuring the orderly and efficient conduct of its business. The

framework has been meticulously designed to align with the size, scale, and complexity of our operations.

Its primary objectives include safeguarding our assets, ensuring compliance with all relevant laws, preventing and detecting fraud, maintaining the accuracy and completeness of our accounting records, and ensuring the timely preparation of reliable financial disclosures.

The Company has documented its internal financial controls considering the essential components of various critical processes, both physical and operational. This includes its design, implementation and maintenance along with periodic internal review.

27. SIGNIFICANT AND MATERIAL ORDERS

There are no such significant or material orders passed by the regulators or courts or tribunals impacting the going concern status of the company''s operation in future.

28. INVESTOR SERVICES

The Company along with its Registrar M/S KFin Technologies Limited (KFintech) manages both physical and dematerialized (demat) work, as well as shareholder correspondence, in accordance with SEBI directives for a common Registrar and Share Transfer Agent. They have consistently strived to provide satisfactory service to our investors.

29. LISTING FEES

The listing fees payable for the financial year 2023-2024 have been paid to Bombay Stock Exchange(BSE) and National Stock Exchange of India Limited (NSE) within due date.

30. AWARDS AND RECOGNITIONS

During the year under review, our company received recognition from several esteemed institutions,

and we are proud to share some of the awards

presented to us:

1. Awarded “BRAND LEADERSHIP AWARD" presented by EIILM, Kolkata.

2. Recognized “BEST WORKPLACES IN CEMENT AND BUILDING MATERIALS" presented by INDIA, 2024.

3. Awarded “15^th VISWAKARMA AWARD" by CIDC.

4. Recognized as “EPITOME OF NEW AGE SUCCESS" by Marksmen daily.

31. OTHER DISCLOSURES/REPORTING

i) None of the Directors of the Company have resigned during the year under review.

ii) There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2023-24 and the date of this report.

iii) There is no change in the nature of business of the Company during the year under review.

iv) The Managing Director of the Company has not received any remuneration or commission from any of the subsidiary companies. Further the Company doesn''t have any Holding Company.

v) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

vi) The Company has not issued any sweat equity shares to its directors or employees.

vii) There was no revision of financial statements and Board''s Report of the Company during the year under review.

viii) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code,

2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

ix) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

x) The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company;

xi) The Company''s securities were not suspended during the year under review;

32. ANNEXURES FORMING PART OF THIS REPORT

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form part of this Report:

Annexure	Particulars
1	FORM AOC-1
2	Corporate Social Responsibility for the F.Y. 2023-24
3	Statement of Disclosures on remuneration of directors and employees of the Company
4	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
5	Secretarial Audit Report

33. CAUTIONARY STATEMENT

Statement in the Directors'' Report and the Management Discussion & Analysis report describing the Company''s Objectives, expectations and forecasts may be "forward looking Statements" within the meaning of applicable securities laws and Regulations. Actual result may differ materially from those expressed in the statement. Important factors that may influence company''s operations include global and domestic demand and supply conditions & selling prices of finished goods, input availability and prices, changes in government regulating tax laws, economic developments within the country and other parts.

34. ACKNOWLEDGEMENTS

The Board of Directors places a deep sense of appreciation to its employees for their contribution in all aspect and co-operation from customers, dealers, suppliers, investors, bankers, financial institution for their continued support and faith reposed in the Company during the year.

Your Board is deeply grateful to our investors and shareholders for the confidence and faith that has always been reposed in us. The directors are also thankful for the support rendered by Government of India, various ministries of state Governments, municipal and local authorities during the year under the review.

Our resilience to meet challenges was made possible by the hard work, solidarity, co-operation and support of all. Your directors are also grateful for the continued encouragement and support.

---

Mar 31, 2023

The Board of Directors of the Company is pleased to present the Fifty-Fourth integrated Annual Report and Financial Statements of the Company, for the Financial Year ended 31st March, 2023.

CORPORATE OVERVIEW

Since its incorporation in 1968, your Company has transfigured from a single product manufacturing unit to an integrated steel plant with state of art facilities, an excellent workforce, technology driven processes and a product portfolio to cater to the needs of the varied Customers.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

Key highlights of financial performance of your Company for the financial year 2022-23 are provided below:

('' in Lakhs)
Particulars	Standalone		Consolidated
	F.Y. 22-23	F.Y. 21-22	F.Y. 22-23	F.Y. 21-22
Revenue from Operations	2,55,039.96	2,33,957.86	2,55,039.96	2,33,957.86
Other Income	1,157.47	339.42	1,161.28	339.59
Total Income (A)	2,56,197.43	2,34,297.28	2,56,201.24	2,34,297.45
Profit/(Loss) Before Tax	(6,028.27)	3,816.29	(5,717.95)	2,990.01
Provision For Taxation	-	-	-	-
Deferred Tax	(658.65)	421.09	(658.22)	421.59
Net Profit/(Loss)	(5,369.62)	3,395.20	(5,059.73)	2,568.42
Other Comprehensive Income/(Loss)(net of tax)	226.24	62.43	216.73	62.43
Total Comprehensive Income	(5,143.38)	3,457.63	(4,842.99)	2,630.85

PERFORMANCE 2022-2023

The standalone gross revenue from operation stood at Rs. 2,55,039.96 Lakhs in the financial year 2022-2023 as compared to Rs. 2,33,957.86 Lakhs in the previous Financial Year F.Y. 2021-2022.

The Management has taken initiative for improving the performance of the Company resulting from optimization of the cost, to focus on yields and productivity.

The financial performance of the subsidiary company, associate company and Joint venture are included in the consolidated financial statement of the Company.

The company reported consolidated revenue from operation of Rs. 2,55,039.96 Lakhs in the financial year 20222023 as compared to Rs. 2,33,957.86 Lakhs in the previous financial year 2021-2022.

2. DIVIDEND

For the financial year under review, your Company have not recommended any dividend at the ensuing Annual General Meeting (AGM) for the year ended 31st March, 2023 to utilize the surplus for future growth of the Company.

Dividend Distribution Policy:

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Dividend Distribution Policy which is accessible at the Company''s website at https://www.mspsteel.com/images/corporate-polides/dividend-distribution-policy.pdf

3. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

During the year there has been no transfer of unclaimed dividend and shares to investor education and protection fund.

4. TRANSFER TO RESERVES

For the financial year under review, your Company has proposed not to transfer any amount to the General Reserves.

5. SHARE CAPITAL

During the Financial Year 2022-2023, there was no change in the Authorized Share Capital and Paid-up Share Capital of the Company. The equity shares of the Company are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE").

6. OPTIONALLY CONVERTIBLE DEBENTURES (OCD)

The aggregate outstanding amount of Optionally Convertible Debentures ("OCD") of the Company as on 31st March 2023 is. Rs. 451.97 consisting of 45,19,70,554 OCDs of face value of Rs.10/- each.

During the year under review the Company has not issued any OCDs.

7. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

In line with Section 129(3) of the Act read with Companies (Accounts) Rules, 2014, the Listing Regulations and in accordance with Indian Accounting Standards, Consolidated Financial Statements (CFS) prepared by your Company includes financial information of the Subsidiary and Associate Companies and their contribution to the overall performance of your Company during the year under reviews. The statement containing the salient features of our subsidiaries in the prescribed form AOC-1 is appended as Annexure-1 to the Director''s Report and forms part of this report. The Statement provides the detailed performance of the Subsidiaries including associate company and a Joint venture.

The Company has 2 Subsidiaries, 1 Joint Venture Company as on 31st March, 2023

• MSP Cement Limited is a wholly owned subsidiary of the Company having its Registered Office at Banglapara North Chakradhar Nagar Raigarh- 496001 was incorporated on 2nd June, 2008 for manufacturing and sale of cement and clinker products.

• Prateek Mines & Minerals Private Limited is a subsidiary of the Company having its Registered office at 16/S, Block-A New Alipore, Kolkata - 700053, was incorporated on 19th December, 2006 for producing and dealing in all types of Minerals and their bye- products.

• Madanpur South Coal Company Limited was incorporated on 23rd May, 2006, having its registered Office at Raipur, Chhattisgarh was formed by the Venture partners MSP Steel & Power Limited, Hindustan Zinc Ltd.,

Akshay Investment Pvt. Ltd., Chhattisgarh Steel & Power Limited and Chhattisgarh Electricity Company Ltd with respect to obtain mining rights in respect of the Coal Blocks of Madanpur and use coal for its captive requirements.

During the year under review an associate company of the your Company namely "AA ESS Tradelinks Pvt Ltd” have ceased to be an associate post its merger with M.A. Hire Purchase Private Limited w.e.f.18th July, 2022

Your Company has formulated a policy for determining ''Material Subsidiary'', in terms of the Regulation 16(c) of the Listing Regulations. The said policy is also available at the Company''s website https://www.mspsteel.com/ images/corporate-policies/POLICY-FOR-DETERMINING-MATERIALITY-OF-EVENTS.pdf

In accordance with Section 136 of the Act, the audited financial statements, including the CFS and related information of the Company and separate financial statements of each of the subsidiary companies kept open for inspection by the shareholders at the registered office of the Company during business hours on all days except on Saturday, Sunday or on public holidays upto the date of Annual General Meeting. The Audited Financial Statement including standalone and consolidated and all other documents received to be attached thereto and Financial Statement of each of Subsidiaries have been uploaded on the website of your Company at https://www.mspsteel. com/investors/financials/financials-of-the-subsidiary-companies

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

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

9. PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits falling under the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 framed thereunder.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to financial statements forming part of the Annual Report.

11. MANAGEMENT'' DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section and forms an integral part of the Annual Report.

12. CORPORATE GOVERNANCE

Your Company re-affirms its commitment to the standards of corporate governance. This Annual Report carries a Section on Corporate Governance and benchmarks your Company with the relevant provisions of the Listing Regulations. The requisite Certificates by a Secretarial Auditor confirming compliance with the Corporate Governance is attached with the report on Corporate Governance.

13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Company accordingly does not falls under the top 1000 listed companies based on the market capitalization as on 31st March, 2023. Therefore, the BRSR as stipulated under the Regulation 34(2) (f) of the Listing Regulations is not applicable to the Company for the financial year 2022-2023.

14. ANNUAL RETURN

The draft Annual Return (e-form MGT-7) for the financial year ended 31st March, 2023 is placed on the website of the Company i.e., https://www.mspsteel.com/investors/annual-report-and-retums/annual-retums pursuant to section 92 and 132(3) (a) of the Act read with Companies (Management and Administration) Rules, 2014 and any amendment thereon.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL

Board of Directors

Your Company''s Board is duly constituted and in compliance with the requirements of the Act, the Listing Regulations and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom, expertise and experience commensurate to the scale of operations of your Company.

i) Composition of the Board of Directors:-

The Board of Directors comprised of 8 Directors, of which 1 is Executive Director, 3 are Non-Executive Directors and 4 are Independent Director including a Women Director. The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act. Detail note on the composition of Board including its term of reference is provided in the Corporate Governance Report.

ii) Change in Directorate:-Retirement by Rotation

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Suresh Kumar Agrawal (DIN: 00587623) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

Appointment and Cessation

During the year under review, Mr. Dhananjay Uchit Singh (DIN: 01018678) demitted from the position of Executive Director and as a Key Managerial Personnel ("KMP") of the Company effective from the end of business hours on 10th January 2023. The Board placed on record its appreciation for the valuable contribution made by Mr. Dhananjay Uchit Singh during his association with the Company.

Mr. Pradip Kumar Dey (DIN:00587842) was appointed as Non- Executive Director of the Company, liable to retire by rotation, subject to the provisions of Articles of Association of the Company and based on the recommendation of Nomination & Remuneration Committee, and approval of the Board on 10th January, 2023 and of the Members (through postal ballot) on 4th April, 2023.

Details of the Appointment and cessation is updated on the website of the Company at https://www. mspsteel.com/investors/company-updates.

Following persons are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with Rules framed thereunder:

1. Mr. Saket Agrawal - Managing Director

2. Mr. Dhananjay Uchit Singh - Executive Director*

3. Mr. Kamal Kumar Jain - Chief Financial Officer

4. Ms. Shreya Kar - Company Secretary & Compliance Officer

*Mr. Dhananjay Uchit Singh (DIN: 01018678) has resigned from the board dated 10th January, 2023. Independent Directors

Following persons are designated as Independent Directors of the Company pursuant to The Act and Regulation 25 of the Listing Regulations:

i. Mr. Prateek Bansal

ii. Mr. Navneet Jagatramka

iii. Mrs. Suneeta Mohanty

iv. Mr. Ashok Kumar Soin

Declaration

The Company has inter alia, received the following declarations from all Independent Directors in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1) (b) of the Listing Regulations, and that they are not aware of any circumstances or situation, which may exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence, after undertaking due assessment of veracity of the same.

• they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made thereunder and Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

• they have registered themselves with the Independent Director''s Database maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report.

None of the Directors on the Board of your Company are disqualified for being appointed as a Director as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014 or applicable regulations of the Listing Regulations.

The Board of Directors of your Company had constituted four committees as mentioned here under for best Corporate Governance Practices and in compliance with the provisions of the Act and the Listing Regulations comprising of:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders Relationship Committee

The Board meets once every quarter. Additional meetings of the Board/Committees are convened as may be necessary for the proper management of the business operations of the Company. The details of the change in composition of the Committees, its term of reference and number of meetings held and attendance in the meetings during the financial year 2022-2023, have been disclosed separately in the Corporate Governance Report.

iv) Meetings of the Board of Directors & independent Directors

During the year under review, 11 meetings of the Board of Directors were held. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 202223 are given in the Corporate Governance Report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act and the Listing Regulations.

Meeting of independent Director

The Independent Directors of the Company should meet at least once during the year pursuant to requirements of Schedule IV of the Act and Regulation 25 of the Listing Regulations. A meeting was scheduled on 14th February, 2023, without the attendance of non-independent directors and members of the management, interalia, to:

a. Review the performance of non-independent directors and the Board of Directors as a whole;

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

c. 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;

d. report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethical policy, if any; and

e. ascertain and ensure that the Company has an adequate and functional vigil mechanism.

16. FAMILARISATION PROGRAMME OF INDEPENDENT DIRECTORS

All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of the training and familiarisation programme are provided in the Corporate Governance Report and is also available on the website of the Company at https:// www.mspsteel.com/about-us/corporate-policies

17. BOARD EVALUATION

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including independent directors) which includes criteria for performance evaluation of Non-executive Directors and Executive Directors.

In accordance with the manner of evaluation specified by the NRC, the Board carried out annual performance evaluation of the Board its Committees and Individual Directors. The independent directors carried out annual performance evaluation of the Chairman, the non-independent directors and the Board as a whole. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Committees. A consolidated report on performance evaluation was shared with the Chairman of the Board for his review and giving feedback to each Director.

18. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and the disclosures relating to remuneration and other details, is annexed as Annexure - 3 to this report.

19. NOMINATION & REMUNERATION POLICY

In terms of Section 178(3) of the Act and Regulation 19 of the Listing Regulations, your Company has in place a Nomination & Remuneration Policy which broadly lays down the guiding principles, procedures and basis for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel, including criteria for determining qualification, positive attributes, independence of a Director and payment of Remuneration to Directors, Key Managerial Personnel, Senior Management Personnel and other Employees.

The Nomination and remuneration policy has been revised by the Board during the year under review to ensure its continued relevance and to align it with changes in applicable law and regulations. The detail of the policy have been included in the Report of Corporate Governance, forming part of the Annual Report and also the same has been uploaded on your Company''s website at the link https://www.mspsteel.com/about-us/corporate-policies

20. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules") of the Companies Act, 2013. The details of the composition of the Committee, scope and functions are listed in the Corporate Governance Report annexed to this Board''s Report.

The objective of the Company''s Corporate Social Responsibility (''CSR'') initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The Company''s CSR policy provides guidelines to conduct CSR activities of the Company. The salient features of the Policy forms part of the Annual Report set out in Aneexure-2 annexed to the Board''s Report. The CSR policy is available on the website of the Company at https://www.mspsteel.com/images/corporate-policies/corporate-sodal-responsibility-policy.pdf

The CSR Committee confirms that the implementation and monitoring of the CSR Policy was done in compliance with the CSR objectives of the Company.

Board''s Report (Contd.)

In view of the losses incurred by the Company during the previous financial years, the Company has no obligation for spending CSR during the FY 2022-23. However for decades, the Company has pioneered various CSR initiatives. The Company continues to address societal challenges through societal development programs and remains focused on improving the quality of life. The Company have spent Rs. 222.81 Lakhs towards multiple initiativesates undertaken in the domains of (a) education, (b) financial literacy, (c) empowerment of women, (d) agriculture & livelihood, (e) eradication of poverty. The Company undertakes to make a positive contribution especially to the underprivileged communities by supporting a wide range of socio-economic, educational and health initiatives.

The Company''s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2023, in accordance with the Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules").

21. RISK MANAGEMENT

Risk management is integral to your Company''s strategy and for the achievement of our long-term goals. The success of an organization depends on the ability to identify and leverage the opportunities while managing the risks.

With the continuation of the COVID 19 pandemic, the challenges of uncertain lockdowns, unlock phases, health hazards and supply chain disruptions across the globe continues to impact the business. These challenges have brought a mix of opportunities and uncertainties impacting the Company''s objectives. Risk management, which aims at managing the impact of these uncertainties, is an integral part of the Company''s strategy setting and decision making process. The Company regularly identifies uncertainties and after assessing them, devises shortterm and long-term actions to mitigate any risk which could materially impact your Company''s long term goals. This process of identifying and assessing the risks is a two-way process with inputs being taken from employees across the organisation.

The Board of Director of your Company aimed to ensure resilience for sustainable growth and sound corporate governance by having a process of risk identification and management in compliance with the provisions of the Act and the Listing Regulations. In concern to the same the Board of Directors of your Company has approved and adopted a revised Risk Management Policy of your Company. The said policy is available on your Company''s website at the link: https://www.mspsteel.com/about-us/corporate-policies

22. VIGIL MECHANISM/WHISTLE BLOWER

The Company promotes ethical behaviour in all its business activities and in line with the best governance practices. The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. No Complaint was received during the year or was pending at the end of the year and no person was denied access to the Audit Committee.

The Policy was revised by the Board during the year under review to build and strengthen a culture of transparency and trust. The details of the Whistle Blower Policy are provided in the Corporate Governance Report and is also available at on the website of the Company at the web-link: https://www.mspsteel.com/about-us/corporate-policies.

23. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment Act"), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates and it has zero tolerance towards sexual harassment at the workplace. The Company is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity.

No complaint is received during the year under review in relation to Sexual Harassment of Women at Workplace [Prevention, Protection and Redressal Act, 2013].

24. RELATED PARTY TRANSACTIONS

All transactions with related parties were reviewed and approved by the Audit Committee and were in accordance with the Policy on dealing with and materiality of related party transactions and the related party framework, formulated and adopted by the Company.

The Company''s Policy on dealing with and materiality of related party transactions is available on the website of the Company at http://mspsteel.com/about-us/corporate-policies

During the year under review, all related party transactions entered into by the Company, were at arm''s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. Since all related party transactions entered into by the Company were in the Ordinary course of business and were on arm''s length basis, Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual Report 2022-2023 The disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges. The said disclosures can be accessed on the website of the Company at https://www.mspsteel.com/investors/stock-exchange-compliances/related-party-transaction

25. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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

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

d) the Directors have prepared the annual accounts on a going concern basis;

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

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.

26. SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2), issued by Institute of Company Secretaries of India.

27. LISTING ON STOCK EXCHANGES

The Company''s shares are listed on Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

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

The relevant information as required under sub-section (3)(m) of Section 134 the Act read with Companies (Accounts) Rules, 2014 are given in Annexure-4 to the Board''s Report.

29. AUDITORS & AUDITOR''S REPORT

Statutory Auditors

M/s S K Agrawal & Co Chartered Accountants LLP (Firm Registration No. 306033E/E300272) Chartered Accountants, were appointed as Statutory Auditors of the Company, for a term of 2 (two) consecutive years, at the Annual General Meeting (AGM) held on September 27, 2022 till the conclusion of AGM of the Company to be held for the Financial Year 2023-24.

The Statutory Auditors'' Report forms part of the Annual Report as an integral part, it does not contain any qualification, reservation or adverse remark for the year under review. There was no instance of fraud during the year under review to report to the Audit Committee and/ or Board under Section 143(12) of Act and Rules framed thereunder.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had appointed M/s. Bajaj Todi & Associates, Practicing Company Secretaries, (Membership Number ACS: 13216 COP: 3502) to undertake the Secretarial Audit of the Company for the FY 2022-2023, based on consent received from M/s. Bajaj Todi & Associates. The Secretarial Audit Report for the financial year 2022-2023, is set out in Annexure - 5 to this Report.

The Report does not contain any qualification, reservation or adverse remarks.

Cost Auditor

The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Act. Mr. Sambhu Banerjee, Cost Auditor (Membership No. 9780), have carried out the cost audit for applicable products during the financial year 2022-23.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, have appointed Mr. Sambhu Banerjee, Cost Auditor (Membership No. 9780), as the Cost Auditors of the Company to conduct the audit of cost records of products for the financial year 2023-24. Mr. Sambhu Banerjee, being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2023-24. As required under the Act, a resolution seeking member''s approval for the ratification of remuneration payable to Mr. Sambhu Banerjee, Cost Auditor forms part of the Notice convening the 54th Annual General Meeting for their ratification.

The Cost Audit Report for the financial year 2022-2023 does not contain any qualification, reservation, or adverse remark.

30. REPORTING OF FRAUD

The Auditors of the company have not reported any fraud as specified under Section 143(12) of the Act. Further, no case of Fraud has been reported to the Management from any other sources.

31. INTERNAL FINANCIAL CONTROL AND INTERNAL AUDIT SYSTEM AND COMPLIANCE

The Company has adopted and implemented robust policies and procedures for ensuring the orderly and efficient conduct of its business. MSP has constituted a web based legal Compliance Management System to comply with applicable laws, prevention and detection of fraud, maintain accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Company has documented its internal financial controls considering the essential components of various critical processes, both physical and operational. This includes its design, implementation and maintenance along with periodic internal review of operational effectiveness and sustenance, and whether these are commensurate with the nature of its business.

32. SIGNIFICANT AND MATERIAL ORDERS

There are no such significant or material orders passed by the regulators or courts or tribunals impacting the going concern status of the company''s operation in future.

33. INVESTOR SERVICES

The Company and its Registrar M/S KFin Technologies Limited (KFintech) is looking after the physical as well as demat work and also shareholders correspondence in terms of SEBI direction for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily.

34. LISTING FEES

The listing fees payable for the financial year 2022-2023 have been paid to Bombay Stock Exchange(BSE) and National Stock Exchange of India Limited (NSE) within due date.

35. AWARDS AND RECOGNITIONS

During the year under review, your Company was recognized in various ways/by various institutions and some of the awards presented to the Company are listed below:

1. Awarded "MOST TRUSTED BRAND OF INDIA" 3RD edition presented by Marksmen Daily.

2. Recognized "TOP MOST HR LEADERS (The Eastern India)" on 8TH September, 2022 presented by EIILM, Kolkata.

3. Awarded "EXCELLENT INTEGREATED QUALITY CONCEPT- the gate way to Global Leadership" on 30th December, 2022 presented by Quality Circle Forum of India.

36. OTHER DISCLOSURES/REPORTING

i) None of the Directors of the Company have resigned during the year under review.

ii) There are no change in the nature of business of the Company during the year under review.

iii) The Managing Director of the Company has not received any remuneration or commission from any of the subsidiary companies. Further the Company doesn''t have any Holding Company.

iv) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

v) The Company has not issued any sweat equity shares to its directors or employees.

vi) There was no revision of financial statements and Board''s Report of the Company during the year under review.

vii) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

viii) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ix) The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company;

x) The Company''s securities were not suspended during the year under review;

37. ANNEXURES FORMING PART OF THIS REPORT

The Annexures referred to in this Report and other information which are required to be disclosed are annexed

herewith and form part of this Report:

Annexure	Particulars
1	FORM AOC-1
2	Corporate Social Responsibility for the F.Y. 2022-2023
3	Statement of Disclosures on Remuneration of Directors and Employees of the Company
4	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
5	Secretarial Audit Report

38. CAUTIONARY STATEMENT

Statement in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectation and forecast may be "forward looking Statements" within the meaning of applicable securities laws and Regulations. Actual result may differ materially from those expressed in the statement. Important factors that may influence that company''s operational include global and domestic demand and supply conditions & selling prices of finished goods, input availability and prices, changes in government regulating tax laws, economic developments within the country and other parts.

39. ACKNOWLEDGEMENTS

Your Board of Directors places its gratitude and appreciation for the support and co-operation from its members and other regulators, Customers, Dealers, Agents, Suppliers, Investors, Banks/Financial Institutions for their continued support and faith reposed in the Company during the year. Your Board is deeply grateful to our investors and stakeholders for the confidence and faith that has always been reposed in us.

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

For and behalf of the Board MSP STEEL & POWER LIMITED

Saket Agrawal Suresh Kumar Agrawal

Date: 18^th August, 2023 DIN: 00129209 DIN: 00587623

Place: Kolkata (Managing Director) (Chairman)

---

Mar 31, 2018

Dear Members,

PERFORMANCE

We are pleased to present you the 49th Annual Report of your Company along with the Standalone and Consolidated Audited Financial Statements and the Auditor''s Report for the financial year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS

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

Particulars	Standalone		Consolidated
	F.Y. 17-18 (Rs. in Lacs)	F.Y. 16-17 (Rs. in Lacs)	F.Y.17-18 (Rs. in Lacs)	F.Y.16-17(Rs in Lacs)
Revenue from Operations	118794.72	84,283.58	118794.72	84283.58
Other Income	261.85	105.16	261.85	105.26
Total Income	119056.57	84,388.74	119056.57	84388.84
Total Expenses (D)	125688.60	94,794.36	125688.60	94809.07
Profit/(Loss) Before Tax (E=C-D)	(6632.03)	(10405.62)	(6632.03)	(10420.23)
Add/(Less): Exceptional Items(F)	476.24		476.24	-
Less: Tax Expenses (G)
Income Tax for Earlier Years	-	154.05	-	154.05
Deferred Tax	(585.27)	(1,199.23)	(585.27)	(1199.23)
Profit/(Loss) for the Year (E F-G)	(5570.52)	(9,360.44)	(5570.52)	(9375.05)
Share of Profit/(Loss) of Associates	N.A	N.A	1.74	(13.92)

The financial statements have been prepared in accordance with Indian Accounting Standards ("Ind AS") as prescribed under Section 133 of the Companies Act, 2013 read with rule 7 of The Companies (Accounts ) rules, 2014. Indian Generally Accepted Accounting Principles (GAAP) has been replaced by Ind AS. Accordingly your Company has adopted Indian Accounting Standards ("Ind AS") from 1st April, 2016 with a transition date of 1st April, 2015 and this financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued there under and the other accounting principles generally accepted in India. The financial statements for the year ended 31st March, 2016 have been restated to comply with the IND AS to make them comparable.

Indian Accounting Standards shall also be applicable to subsidiary companies, joint ventures or associates of the Company. Hence, the financial statement of MSP Cement Limited, AA EssTradelinks Pvt. Ltd. and Madanpur South Coal Company Limited shall be prepared in accordance to it.

OPERATIONAL PERFORMANCE

The growth in the Indian steel sector has been driven by domestic availability of raw materials such as iron ore and cost-effective labour. Consequently, the steel sector has been a major contributor to India''s manufacturing output The significant increase in global steel prices from November 2017 which began with rise in raw material prices — iron ore, coking coal and scrap — and increase in global oil prices were factors which made it possible for rise in steel consumption by 3.1% from last year. In the current year also till October 2017, the rise in steel consumption for the first 7 months was confined to 4.5%.

India''s crude steel production was up 4.4 per cent and stood at 93.11 million tonnes (mt) for the period April 2017 to February 2018, compared with April 2016 to February 2017, which has helped India to overtake Japan and becomes the second largest producer of crude steel in the world.

According to the data released by Department of Industrial Policy and Promotion (DIPP), the Indian metallurgical industries attracted Foreign Direct Investments (FDI) to the tune of US$ 10.56 billion in the period April 2000- December 2017.

The Union Cabinet, Government of India has approved the National Steel Policy (NSP) 2017, as it seeks to create a globally competitive steel industry in India. NSP 2017 targets 300 million tonnes (MT) steel-making capacity and 160 kgs per capita steel consumption by 2030.

Consolidated Results

Your Company has achieved a gross revenue of Rs. 118794.72 Lacs in the financial year 2017-18 as compared to Rs. 84,283.58 Lacs in the previous Financial Year 2016-17. The Management has reduced the cost of production and implemented a strategy which has resulted in decreasing the loss of the Company from Rs.(9,360.44) Lacs incurred during the previous Financial Year to the loss of Rs.(5570.52) Lacs

The Management has taken initiative for improving the performance of the Company resulting from optimization of the cost, to focus on yields and productivity.

Consolidated Results

The financial performance of the subsidiary company, associate company and Joint venture are included in the Consolidated financial statement of the Company.

Revenue from Operations on consolidated basis stood at Rs. 118794.72 Lacs for the FY 2017-18. The Company reported a net lossof Rs. (5570.52) Lacs for F.Y. 17-18 as compared to the net loss of Rs. (9375.05) Lacs for the F.Y 2016-17.

Further the statement containing the salient features of our subsidiaries pursuant to subsection 3 of Section 129 of the Companies Act, 2013 in the prescribed form AOC-1 is appended as Annexure-1 to the Director''s Report. The Statement provides the detailed performance of the Subsidiaries including associate company and Joint venture.

Name of the Products	Units	F.Y. 17-18	F.Y. 16-17
PELLET	Mt	728900	584993
SPONGE IRON	Mt	309714	328790
MS BILLETS	Mt	275015	256657
TMT BARS	Mt	97185	82279
STRUCTURAL PRODUCTS	Mt	95425	93622
LIGHT STRUCTURAL PRODUCTS	Mt	37807	34507
POWER	Kwh	427499800	342929100

Operational Highlights

Your Company deals with varied range of products from Pellets, Sponge Iron, MS Billets, TMT Bars, Structural Products, etc, the production details of which is stated below:

DIVIDEND & RESERVES

The Board of Directors of the Company have not recommended any dividend for Equity as well as for 6% Non-Cumulative Redeemable Preference Shares as the Company has incurred losses for the F.Y. 2017-18. Further the Directors have restructured its debts under the reconstructing scheme of RBI, hence it is necessary to conserve and optimise use of resources for betterment of our Company.

No amount was proposed to be carried to any of the reserves for the Financial Year 2017-18.

ALLOTMENT OF EQUITY SHARES & OPTIONALLY CONVERTIBLE DEBENTURES

During the year under review, the Company has allotted 297,315,000 Equity Shares of the Company of face value Rs 10/- each at an issue price of Rs.10 per equity share for an amount of Rs. 297.32 crore and 451,790,554 Optionally Convertible Debentures (OCDs) of face value Rs. 10/- each for an amount of Rs.451.97 crores to Consortium of Lenders as per the terms of the S4A Scheme.

The present paid-up Equity Share Capital of the Company is 385,415,000 which comprises 385,415,000 Equity Shares of face value Rs. 10/-each

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company along with the interest to Investor Education and Protection Fund, established by the Central Government under the provision of Section 125 of the Companies Act, 2013. In compliance with the above, the Company will transfer unclaimed dividend amount of the Financial Year 2010-11 amounting to Rs.2.52 lacs/- to the Investor Education and Protection Fund.

The details including the last date of claiming unclaimed/unpaid dividend amount are given in our website at http://mspsteel.com/ unpaid-dividend

The statement containing the salient features of our subsidiaries pursuant to subsection 3 of Section 129 of the Companies Act, 2013 in the prescribed form AOC-1 is appended as Annexure-1 to the Director''s Report. The Statement provides the detailed performance of the Subsidiaries including associate company and Joint venture.

The list of Subsidiaries and Associates of your Company as on March 31, 2018, forms a part of Form No. MGT-9, Extract of the Annual Return, which is annexed at as Annexure-2 to the Director''s Report

• MSP Cement Limited is a wholly owned subsidiary of the Company having its Registered Office at Banglapara North Chakradhar Nagar Raigarh- 496001 was incorporated on 2nd June, 2008 for manufacturing and sale of cement and clinker products. The Company is yet to commence its commercial operations.

• AA ESS Tradelinks Private Limited associate company of MSP Steel & Power Limited is engaged in trading of industrial oxygen gases.

• Madanpur South Coal Company Limited incorporated on 23rd May, 2006, having its registered Office at Raipur, Chattisgarh was formed by the Venture partners MSP Steel & Power Limited, Hindustan Zinc Ltd., Akshay Investment Pvt. Ltd., Chattisgarh Steel & Power Limited and Chattisgarh Electricity Company Ltd with respect to obtain mining rights in respect of the Coal Blocks of Madanpur and use coal for its captive requirements

The details as required under Section 136 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 regarding the performance and the financial position of the Subsidiary Company, Associate Company and Joint Venture Company forms part of the Consolidated Financial Statement of the Company and applicable Indian Accounting Standards ("Ind AS") for the Financial Year ended 31st March, 2017.

Your Company has formulated a policy for determining ''Material Subsidiary'', in terms of the Regulation 16(c ) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The said policy is also available at the Company''s website http:// www.mspsteel.com/csr-policy/Policy%20for%20Determining%20 Material%20Subsidiaries.pdf

As per the provisions of section 136 of the Companies Act, 2013 copy of the audited financial statements, including consolidated financial statements, auditor''s report along with the relevant documents and separate audit accounts in respects of the subsidiaries shall be kept open for inspection at the Registered office of your Company during working hours on all days except Saturdays, Sundays and public holidays for a period of twenty-one days before the date of Annual General Meeting. Any member willing to obtain a copy of the said financial statements may write to the Company at its Registered office or Corporate Office or visit the below mentioned website link for the same: http://mspsteel.com/annual-report

PUBLIC DEPOSITS

Your Your Company has not accepted any public deposit during the year under review, within the meaning of provisions of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rule, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investments made, guarantees given or securities provided are as per the provisions of Section 186 of the Companies Act, 2013 and forms part of the notes to the financial statements provided in this Annual Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, stating the operations of the Company, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, ("SEBI LODR") is presented in a separate section and forms an integral part of the Annual Report.

CORPORATE GOVERNANCE

Corporate Governance aims at creating ethical value that is not only profitable for the business but also aims at enhancing an organization''s brand and reputation. Your Company is committed to achieve highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI).

A separate section on Corporate Governance as followed by your Company and as stipulated under SEBI LODR, Companies Act, 2013 and relevant rules made there under forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance is attached to the Annual Report BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Board of Directors

There was no change in the composition of the Board of Directors during the reporting period, howereverin accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Suresh Kumar Agrawal,(DIN: 00587623) Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

Key Managerial Personnel

Following persons are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with Rules framed thereunder: 1..Mr. Suresh Kumar Agrawal -Chairman

2. Mr. Saket Agrawal-Managing Director

3. Mr. Dhananjay Uchit Singh - Executive Director

4. Mr. Kamal Kumar Jain-Chief Financial Officer

5. Ms. Shreya Kar - Company Secretary

Remuneration and other details of the said Key Managerial Personnel for the financial year ended March 31, 2018 are provided in Form No. MGT-9, Extract of the Annual Return which is set out at Annexure -2 to the Director''s Report.

COMMITTEES OF THE BOARD

The Board of Directors of your Company had constituted four committees for best Corporate Governance Practices and in compliance with the provisions of the Companies Act, 2013 and SEBI LODR comprising of: Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and the Stakeholders Relationship Committee.

A detailed note on composition of these Committees, including number of meetings held and attendance during the financial year, have been disclosed separately in the Corporate Governance Report section of this Annual Report.

MEETINGS OF THE BOARD

Meetings of the Board of Directors are scheduled at regular intervals to discuss, decide and approve on various business policies, strategies, financial performance and other matters. The schedule of the meeting are circulated in advance, to ensure proper participation of the Directors in the Meeting. The Board of Directors met eleven times during the financial year 2017-18. The intervening

gap between the two consecutive meetings did not exceed one hundred and twenty days as prescribed under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

Details of the meetings and attendance of the Board of Directors held during the Financial Year 2017-18 are disclosed in Corporate Governance Report which form part of Annual Report.

FAMILARISATION PROGRAMME OF INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI Listing Regulations, the Company has put in place a familiarization programme for Independent Directors to familiarise them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc.

The details of the Programe can be access by weblink:http://mspsteel. com/about-us/corporate-policies

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well evaluation of the working of its various Committees. The performance evaluation of all the Directors was carried out by the Nomination & Remuneration Committee. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors. Details pertaining to the evaluation process has been explained in the Corporate Governance Report annexed to the Annual Report.

INDEPENDENT DIRECTORS MEETING

The Independent Directors of the Company should meet at least once during the year pursuant to requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A meeting was scheduled on 27.05.2017, without the attendance of non-independent directors and members of the management, interalia.to:

a. Evaluation of performance of non-independent directors and the Board as a whole;

b. Evaluation of performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

c. 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;

d. report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethical policy, if any;and

e. ascertain and ensure that the Company has an adequate and functional vigil mechanism.

INDEPENDENCE DECLARATION

The term "Independent Director" as defined under section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms the basis for determining independence of the Directors. The Company has received necessary declarations from Mr. Kapil Deo Pandey, Mr. Navneet Jagatramka, Mr. Ashok Kumar Soin and Mrs. Priyanka Tiwari, Independent Directors of your Company that they meet the criteria of independence as laid down in Companies Act, 2013 read with Schedule IV and Rules made there under as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The policy of the Company on appointment and remuneration of Directors as formulated by Nomination and Remuneration Committee, includes criteria for determining qualifications, positive attributes, independence of directors and remuneration for the directors and other perspective as laid down under section 178 of the Companies Act, 2013 and SEBI LODR Regulations, 2015.

As per the policy, the Company should have optimum combination of executive and non-executive directors with at least one woman director. As on 31st March, 2017, the Board consists of 8 Directors of which 6 are Non-Executive Directors, including one woman independent director. The Chairman being the Non-Executive Promoter Director, your company comprises of 4 Independent Director, which is one-half of the total number of directors.

The details of the policy have been included in the Report on Corporate Governance, forming part of the Annual Report and also the same has been uploaded in Company''s website http://www. mspsteel.com/corporate-policy.php.

CORPORATE SOCIAL REPSONSIBILITY

In compliance with Section 135 read with Schedule VII of the Companies Act 2013 and rules made there under, your Company has established Corporate Social Responsibility Committee to formulate and monitor Corporate Social Responsibility Policy and also to recommend to the Board the amount of expenditure to be incurred on activities related to betterment of society.

The Company is well aware of its responsibility towards the Society and hence in its previous years had taken efforts to improve the living condition in the vicinity of its plants & surrounding areas. The Company had been continuing its efforts towards the betterment of the society. The Board on the recommendation of CSR committee has formulated a policy on CSR to regulate the Company''s activities, amount to be spent on CSR, etc

In terms with the Section 135 Companies Act, 2013 read with Rule 8 of the companies (Corporate Social Responsibility) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 framed under, the Company has to spent 2% of its average net profits of the preceding three financial years for Corporate Social Responsibility activities, due to loss incurred in the previous year and inadequate profit in the preceding three years the amount needed to be spend on CSR activities is inadequate. Irrespective of such situation of inadequate profit or loss, your Company has spent Rs46.79 lacs on CSR activities. A report on Corporate Social Responsibility activities for the financial year 2017-18 is attached to this report as Annexure-3

RELATED PARTY TRANSACTIONS

All contracts or arrangements that were entered into by the Company with the related parties as defined under Section 177 of the Companies Act, 2013 during the year were in the ordinary course of business and on arm''s length basis. All related party transactions are placed before the Audit Committee for review and approval. Since all related party transactions entered into by the Company were in the Ordinary course of business and were on arm''s length basis, Form AOC-2 is not applicable to the Company. The routine related party transactions was placed before the Audit Committee for their omnibus approval

The Company''s policy on "materiality of related party transactions" and the process of dealing with such transactions are in line with the amended provisions of the Companies Act, 2013 and SEBI (LODR).

The said policy is also available on the website of the Company and the link for the same is www.mspsteel.com /http://mspsteel.com/ related-party-transaction-policy.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013, your Directors hereby confirms:

(a) that in the preparation of the annual accounts for the FY 2017-18, the applicable Accounting Standards (IND AS) had been followed along with proper explanation relating to material departures;

(b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2018 and of the loss of the company for that period;

(c) that the directors has 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 directors has prepared the annual accounts on a going concern basis;

(e) that the directors has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, there are no employees who have drawn remuneration in excess of the limits set out in the said rules.

Disclosures relating to the Remuneration under Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure-4 to this report.

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

The relevant information as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given in Annexure-5 to the Board''s Report

AUDITORS

Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, M/s. Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), were appointed as Statutory Auditors of the Company for a tenure of 1 year by the Members, to hold the office from the conclusion of the 49th Annual General Meeting until the conclusion of the 50th Annual General Meeting to be held the Financial Year 2018-19.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors along with a certificate from them to the effect that their appointment is in accordance with the conditions prescribed under the Companies Act, 2013 and rules made thereunder.

Explanation to Auditor''s Comments

The Notes on Financial Statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remarks or disclaimer.to check when we receive the final audit report from Singhi & Co. (CARD)

Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013, your Company has appointed M/s B. Chhawchharia& Co. as Internal Auditor of the Company, to conduct internal audit of the functions and activities of the Company to audit for the period April 2018 to March 2019. Internal Auditor to change. - S.K. Agrawal & Co.

Cost Auditor

As per the Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendments Rules, 2014, the Company is required to get its Cost Audit done by Cost Accountant in practice every financial year.

The Board of Directors, on the recommendation of Audit Committee, appointed Mr. Sambhu Banerjee, Cost Accountant (Membership No. 9780) to conduct the audit of the cost accounts of the Company for the financial year 2018-19.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members in a General Meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the remuneration payable to Mr. Sambhu Banerjee, Cost Accountants is included in the notice convening the 49th Annual General Meeting.

Secretarial Auditor

Secretarial Audit for the financial year 2017-18 was conducted by M/s. PS Associates, Practicing Company Secretaries,(C.P. No.:3502) as required under section 204 of the Companies Act, 2013 read with relevant Rules made there under. The Secretarial Audit Report for FY 2017-18 is annexed herewith as Annexure-6.The Report does not contain any qualification, reservation or adverse remarks.

The Board of Directors has re-appointed M/s PS Associates, Practicing Company Secretaries, (C.P. No.:3502) as Secretarial

Auditor for conducting the Secretarial Audit of the Company for the Financial Year 2018-19

RISK MANAGEMENT

Your Company has an effective and robust Risk Management Framework which would enable timely identification of risks, assessment and evaluation of the same in line with the overall objectives and set adequate mitigation strategy. The Risk Management Framework is reviewed by the Board and Audit Committee on a periodical basis to oversee that all the critical risk areas that the organisation faces have been identified and assessed and there is an adequate risk management mechanism in place capable of addressing those risks. Further, details on Risk Management Policy are briefed out in the Management Discussion and Analysis Report, forming a part of this Annual Report.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate Internal Financial Control commensurate with the size, scale and complexity of its operation. The Directors of the Company have been entrusted with the overall responsibility to implement and operate the internal financial controls adequately and effectively. The Company has devised appropriate systems and frameworks including proper delegation of authority, ensuring orderly and efficient conduct of business, adherence to policies and procedures, effective IT system including ERP application aligned to business requirements, risk management framework and whistle blower mechanism. This provides the Directors with the reasonable assurance review and control mechanisms

WHISTLE BLOWER POLICY

The Company has implemented whistle blower policy/vigil mechanism as envisaged in Companies Act, 2013 and SEBI LODR to enable directors, employees and stakeholders report about any wrongful conduct, unethical/illegal practices or that could have grave impact on the operations and performance of the business of the Company or any other matter that might cause financial/non-financial loss to the director/employee of the Company or might impact their goodwill. The details of the Whistle Blower Policy are provided in the Corporate Governance Report and is also available at on the website of the Company at http://mspsteel.com/vigil-policy.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The objective of the policy is to prohibit, prevent and address issues of sexual harassment at the workplace.MSPL has established suitable mechanisms to ensure issues related to sexual harassment, are effectively addressed. MSPL believes in providing favorable working environment devoid of discrimination and harassment. Sexual harassment is a form of misconduct that undermines the employment relationship. This policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are strictly required to abide by it. Sexual harassment at the work place or other than work place if involving employees is a grave offence and is, therefore, punishable. During the year under review, no complaints were reported to the Board.

A Committee has been constituted by the Management to consider and redress complaints of Sexual Harassment. The Chairman and Members of the Committee are as follows:

Position	Officer in-charge
Presiding Officer	Ms. Shreya Kar
Member -	Mr. Kamal Kumar Jain
Member -	Mr. P.K Dey
Member-	Ms. Mita Das

EXTRACTS OF THE ANNUAL RETURN

An extract of annual return named as provided under sub-section 3 of Section 92 and in line with Section 134(3)(a) of the Companies Act ,2013 MGT-9 has been annexed to the Director''s Report as Annexure-2

SIGNIFICANT AND MATERIAL ORDERS

There are no such significant or material orders passed by the regulators or courts or tribunals impacting the going concern status of the company''s operation in future.

INVESTOR SERVICES

The Company and its Registrar M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction for

having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily.

AWARDS AND RECOGNITIONS

During the year under review, your Company was recognized in various ways/by various institutions and some of the awards presented to the Company are listed below:

The said awards and recognition is also available in the Company''s website http://www.mspsteel.com/Awards

CAUTIONARY STATEMENT

Statement in the Board''s Report and the Management Discussion & Analysis report describing the Company''s Objectives, expectation and forecast may be forward looking within the meaning of applicable securities laws and Regulations. Actual result may differ materially from those expressed in the statement important factors that may influence that company''s operational include global and domestic demand and supply conditions & selling prices of finished goods, input availability and prices, changes in government regulating tax laws, economic developments within the country and other parts.

ACKNOWLEDGEMENTS

Your directors take this opportunity to express their deep and sincere gratitude to shareholders, customers, dealers, agents, suppliers, investors, bankers for their continued support and faith during the year. Your Directors place on record a deep sense of appreciation for the commitment shown by the employees at all levels whose contribution was significant to the growth of the Company.

Your directors also thank for the valuable guidance and support given by the Government of India, various State Government Departments, Ministry of Corporate Affairs, Income Tax Authority and all other regulatory authorities for their assistance and cooperation during the year and look forward for the same in the future.

For and behalf of the Board MSP STEEL & POWER LIMITED
Date: 14th August, 2018 Place: Kolkata
	Suresh Kumar Agrawal	Manish Agrawal
	DIN: 00587623	Din: 00129240
	(CHAIRPERSON)	(DIRECTOR)

Operational Highlights

Your Company deals with varied range of products from Pellets, Sponge Iron, MS Billets, TMT Bars, Structural Products, etc, the production details of which is stated below:

DIVIDEND & RESERVES

The Board of Directors of the Company have not recommended any dividend for Equity as well as for 6% Non-Cumulative Redeemable Preference Shares as the Company has incurred losses for the F.Y. 2017-18. Further the Directors have restructured its debts under the reconstructing scheme of RBI, hence it is necessary to conserve and optimise use of resources for betterment of our Company.

No amount was proposed to be carried to any of the reserves for the Financial Year 2017-18.

ALLOTMENT OF EQUITY SHARES & OPTIONALLY CONVERTIBLE DEBENTURES

During the year under review, the Company has allotted 297,315,000 Equity Shares of the Company of face value Rs 10/- each at an issue price of Rs.10 per equity share for an amount of Rs. 297.32 crore and 451,790,554 Optionally Convertible Debentures (OCDs) of face value Rs. 10/- each for an amount of Rs.451.97 crores to Consortium of Lenders as per the terms of the S4A Scheme.

The present paid-up Equity Share Capital of the Company is

385,415,000 which comprises 385,415,000 Equity Shares of face value Rs. 10/-each

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company along with the interest to Investor Education and Protection Fund, established by the Central Government under the provision of Section 125 of the Companies Act, 2013. In compliance with the above, the Company will transfer unclaimed dividend amount of the Financial Year 2010-11 amounting to Rs.2.52 lacs/- to the Investor Education and Protection Fund.

The details including the last date of claiming unclaimed/unpaid dividend amount are given in our website at http://mspsteel.com/ unpaid-dividend

The statement containing the salient features of our subsidiaries pursuant to subsection 3 of Section 129 of the Companies Act, 2013 in the prescribed form AOC-1 is appended as Annexure-1 to the Director''s Report. The Statement provides the detailed performance of the Subsidiaries including associate company and Joint venture.

The list of Subsidiaries and Associates of your Company as on March 31, 2018, forms a part of Form No. MGT-9, Extract of the Annual Return, which is annexed at as Annexure-2 to the Director''s Report

• MSP Cement Limited is a wholly owned subsidiary of the Company having its Registered Office at Banglapara North Chakradhar Nagar Raigarh- 496001 was incorporated on 2nd June, 2008 for manufacturing and sale of cement and clinker products. The Company is yet to commence its commercial operations.

• AA ESS Tradelinks Private Limited associate company of MSP Steel & Power Limited is engaged in trading of industrial oxygen gases.

• Madanpur South Coal Company Limited incorporated on 23rd May, 2006, having its registered Office at Raipur, Chattisgarh was formed by the Venture partners MSP Steel & Power Limited, Hindustan Zinc Ltd., Akshay Investment Pvt. Ltd., Chattisgarh Steel & Power Limited and Chattisgarh Electricity Company Ltd with respect to obtain mining rights in respect of the Coal Blocks of Madanpur and use coal for its captive requirements

The details as required under Section 136 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 regarding the performance and the financial position of the Subsidiary Company, Associate Company and Joint Venture Company forms part of the Consolidated Financial Statement of the Company and applicable Indian Accounting Standards ("Ind AS") for the Financial Year ended 31st March, 2017.

Your Company has formulated a policy for determining ''Material Subsidiary'', in terms of the Regulation 16(c ) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The said policy is also available at the Company''s website http:// www.mspsteel.com/csr-policy/Policy%20for%20Determining%20 Material%20Subsidiaries.pdf

As per the provisions of section 136 of the Companies Act, 2013 copy of the audited financial statements, including consolidated financial statements, auditor''s report along with the relevant documents and separate audit accounts in respects of the subsidiaries shall be kept open for inspection at the Registered office of your Company during working hours on all days except Saturdays, Sundays and public holidays for a period of twenty-one days before the date of Annual General Meeting. Any member willing to obtain a copy of the said financial statements may write to the Company at its Registered office or Corporate Office or visit the below mentioned website link for the same: http://mspsteel.com/annual-report

PUBLIC DEPOSITS

Your Your Company has not accepted any public deposit during the year under review, within the meaning of provisions of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rule, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investments made, guarantees given or securities provided are as per the provisions of Section 186 of the Companies Act, 2013 and forms part of the notes to the financial statements provided in this Annual Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, stating the operations of the Company, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, ("SEBI LODR") is presented in a separate section and forms an integral part of the Annual Report.

CORPORATE GOVERNANCE

Corporate Governance aims at creating ethical value that is not only profitable for the business but also aims at enhancing an organization''s brand and reputation. Your Company is committed to achieve highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI).

A separate section on Corporate Governance as followed by your Company and as stipulated under SEBI LODR, Companies Act, 2013 and relevant rules made there under forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance is attached to the Annual Report BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Board of Directors

There was no change in the composition of the Board of Directors during the reporting period, howereverin accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Suresh Kumar Agrawal,(DIN: 00587623) Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

Key Managerial Personnel

Following persons are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with Rules framed thereunder: 1..Mr. Suresh Kumar Agrawal -Chairman

2. Mr. Saket Agrawal-Managing Director

3. Mr. Dhananjay Uchit Singh - Executive Director

4. Mr. Kamal Kumar Jain-Chief Financial Officer

5. Ms. Shreya Kar - Company Secretary

Remuneration and other details of the said Key Managerial Personnel for the financial year ended March 31, 2018 are provided in Form No. MGT-9, Extract of the Annual Return which is set out at Annexure -2 to the Director''s Report.

COMMITTEES OF THE BOARD

The Board of Directors of your Company had constituted four committees for best Corporate Governance Practices and in compliance with the provisions of the Companies Act, 2013 and SEBI LODR comprising of: Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and the Stakeholders Relationship Committee.

A detailed note on composition of these Committees, including number of meetings held and attendance during the financial year, have been disclosed separately in the Corporate Governance Report section of this Annual Report.

MEETINGS OF THE BOARD

Meetings of the Board of Directors are scheduled at regular intervals to discuss, decide and approve on various business policies, strategies, financial performance and other matters. The schedule of the meeting are circulated in advance, to ensure proper participation of the Directors in the Meeting. The Board of Directors met eleven times during the financial year 2017-18. The intervening

gap between the two consecutive meetings did not exceed one hundred and twenty days as prescribed under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

Details of the meetings and attendance of the Board of Directors held during the Financial Year 2017-18 are disclosed in Corporate Governance Report which form part of Annual Report.

FAMILARISATION PROGRAMME OF INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI Listing Regulations, the Company has put in place a familiarization programme for Independent Directors to familiarise them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc.

The details of the Programe can be access by weblink:http://mspsteel. com/about-us/corporate-policies

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well evaluation of the working of its various Committees. The performance evaluation of all the Directors was carried out by the Nomination & Remuneration Committee. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors. Details pertaining to the evaluation process has been explained in the Corporate Governance Report annexed to the Annual Report.

INDEPENDENT DIRECTORS MEETING

The Independent Directors of the Company should meet at least once during the year pursuant to requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A meeting was scheduled on 27.05.2017, without the attendance of non-independent directors and members of the management, interalia.to:

a. Evaluation of performance of non-independent directors and the Board as a whole;

b. Evaluation of performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

c. 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;

d. report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethical policy, if any;and

e. ascertain and ensure that the Company has an adequate and functional vigil mechanism.

INDEPENDENCE DECLARATION

The term "Independent Director" as defined under section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms the basis for determining independence of the Directors. The Company has received necessary declarations from Mr. Kapil Deo Pandey, Mr. Navneet Jagatramka, Mr. Ashok Kumar Soin and Mrs. Priyanka Tiwari, Independent Directors of your Company that they meet the criteria of independence as laid down in Companies Act, 2013 read with Schedule IV and Rules made there under as well as

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The policy of the Company on appointment and remuneration of Directors as formulated by Nomination and Remuneration Committee, includes criteria for determining qualifications, positive attributes, independence of directors and remuneration for the directors and other perspective as laid down under section 178 of the Companies Act, 2013 and SEBI LODR Regulations, 2015.

As per the policy, the Company should have optimum combination of executive and non-executive directors with at least one woman director. As on 31st March, 2017, the Board consists of 8 Directors of which 6 are Non-Executive Directors, including one woman independent director. The Chairman being the Non-Executive Promoter Director, your company comprises of 4 Independent Director, which is one-half of the total number of directors.

The details of the policy have been included in the Report on Corporate Governance, forming part of the Annual Report and also the same has been uploaded in Company''s website http://www. mspsteel.com/corporate-policy.php.

CORPORATE SOCIAL REPSONSIBILITY

In compliance with Section 135 read with Schedule VII of the Companies Act 2013 and rules made there under, your Company has established Corporate Social Responsibility Committee to formulate and monitor Corporate Social Responsibility Policy and also to recommend to the Board the amount of expenditure to be incurred on activities related to betterment of society.

The Company is well aware of its responsibility towards the Society and hence in its previous years had taken efforts to improve the living condition in the vicinity of its plants & surrounding areas. The Company had been continuing its efforts towards the betterment of the society. The Board on the recommendation of CSR committee has formulated a policy on CSR to regulate the Company''s activities, amount to be spent on CSR, etc

In terms with the Section 135 Companies Act, 2013 read with Rule 8 of the companies (Corporate Social Responsibility) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 framed under, the Company has to spent 2% of its average net profits of the preceding three financial years for Corporate Social Responsibility activities, due to loss incurred in the previous year and inadequate profit in the preceding three years the amount needed to be spend on CSR activities is inadequate. Irrespective of such situation of inadequate profit or loss, your Company has spent Rs46.79 lacs on CSR activities. A report on Corporate Social Responsibility activities for the financial year 2017-18 is attached to this report as Annexure-3

RELATED PARTY TRANSACTIONS

All contracts or arrangements that were entered into by the Company with the related parties as defined under Section 177 of the Companies Act, 2013 during the year were in the ordinary course of business and on arm''s length basis. All related party transactions are placed before the Audit Committee for review and approval. Since all related party transactions entered into by the Company were in the Ordinary course of business and were on arm''s length basis, Form AOC-2 is not applicable to the Company. The routine related party transactions was placed before the Audit Committee for their omnibus approval

The Company''s policy on "materiality of related party transactions" and the process of dealing with such transactions are in line with the amended provisions of the Companies Act, 2013 and SEBI (LODR).

The said policy is also available on the website of the Company and the link for the same is www.mspsteel.com /http://mspsteel.com/ related-party-transaction-policy.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013, your Directors hereby confirms:

(a) that in the preparation of the annual accounts for the FY 2017-18, the applicable Accounting Standards (IND AS) had been followed along with proper explanation relating to material departures;

(b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2018 and of the loss of the company for that period;

(c) that the directors has 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 directors has prepared the annual accounts on a going concern basis;

(e) that the directors has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, there are no employees who have drawn remuneration in excess of the limits set out in the said rules.

Disclosures relating to the Remuneration under Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure-4 to this report.

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

The relevant information as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given in Annexure-5 to the Board''s Report

AUDITORS Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, M/s. Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), were appointed as Statutory Auditors of the Company for a tenure of 1 year by the Members, to hold the office from the conclusion of the 49th Annual General Meeting until the conclusion of the 50th Annual General Meeting to be held the Financial Year 2018-19.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors along with a certificate from them to the effect that their appointment is in accordance with the conditions prescribed under the Companies Act, 2013 and rules made thereunder.

Explanation to Auditor''s Comments

The Notes on Financial Statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remarks or disclaimer.to check when we receive the final audit report from Singhi & Co. (CARD)

Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013, your Company has appointed M/s B. Chhawchharia& Co. as Internal Auditor of the Company, to conduct internal audit of the functions and activities of the Company to audit for the period April 2018 to March 2019. Internal Auditor to change. - S.K. Agrawal & Co.

Cost Auditor

As per the Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendments Rules, 2014, the Company is required to get its Cost Audit done by Cost Accountant in practice every financial year.

The Board of Directors, on the recommendation of Audit Committee, appointed Mr. Sambhu Banerjee, Cost Accountant (Membership No. 9780) to conduct the audit of the cost accounts of the Company for the financial year 2018-19.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members in a General Meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the remuneration payable to Mr. Sambhu Banerjee, Cost Accountants is included in the notice convening the 49th Annual General Meeting.

Secretarial Auditor

Secretarial Audit for the financial year 2017-18 was conducted by M/s. PS Associates, Practicing Company Secretaries,(C.P. No.:3502) as required under section 204 of the Companies Act, 2013 read with relevant Rules made there under. The Secretarial Audit Report for FY 2017-18 is annexed herewith as Annexure-6.The Report does not contain any qualification, reservation or adverse remarks.

The Board of Directors has re-appointed M/s PS Associates, Practicing Company Secretaries, (C.P. No.:3502) as Secretarial

Auditor for conducting the Secretarial Audit of the Company for the Financial Year 2018-19

RISK MANAGEMENT

Your Company has an effective and robust Risk Management Framework which would enable timely identification of risks, assessment and evaluation of the same in line with the overall objectives and set adequate mitigation strategy. The Risk Management Framework is reviewed by the Board and Audit Committee on a periodical basis to oversee that all the critical risk areas that the organisation faces have been identified and assessed and there is an adequate risk management mechanism in place capable of addressing those risks. Further, details on Risk Management Policy are briefed out in the Management Discussion and Analysis Report, forming a part of this Annual Report.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate Internal Financial Control commensurate with the size, scale and complexity of its operation. The Directors of the Company have been entrusted with the overall responsibility to implement and operate the internal financial controls adequately and effectively. The Company has devised appropriate systems and frameworks including proper delegation of authority, ensuring orderly and efficient conduct of business, adherence to policies and procedures, effective IT system

including ERP application aligned to business requirements, risk management framework and whistle blower mechanism. This provides the Directors with the reasonable assurance review and control mechanisms

WHISTLE BLOWER POLICY

The Company has implemented whistle blower policy/vigil mechanism as envisaged in Companies Act, 2013 and SEBI LODR to enable directors, employees and stakeholders report about any wrongful conduct, unethical/illegal practices or that could have grave impact on the operations and performance of the business of the Company or any other matter that might cause financial/non-financial loss to the director/employee of the Company or might impact their goodwill. The details of the Whistle Blower Policy are provided in the Corporate Governance Report and is also available at on the website of the Company at http://mspsteel.com/vigil-policy.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The objective of the policy is to prohibit, prevent and address issues of sexual harassment at the workplace.MSPL has established suitable mechanisms to ensure issues related to sexual harassment, are effectively addressed. MSPL believes in providing favorable working environment devoid of discrimination and harassment. Sexual harassment is a form of misconduct that undermines the employment relationship. This policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are strictly required to abide by it. Sexual harassment at the work place or other than work place if involving employees is a grave offence and is, therefore, punishable. During the year under review, no complaints were reported to the Board.

A Committee has been constituted by the Management to consider and redress complaints of Sexual Harassment. The Chairman and Members of the Committee are as follows:

Position	Officer in-charge
Presiding Officer	Ms. Shreya Kar
Member -	Mr. Kamal Kumar Jain
Member -	Mr. P.K Dey
Member-	Ms. Mita Das

EXTRACTS OF THE ANNUAL RETURN

An extract of annual return named as provided under sub-section 3 of Section 92 and in line with Section 134(3)(a) of the Companies Act ,2013 MGT-9 has been annexed to the Director''s Report as Annexure-2

SIGNIFICANT AND MATERIAL ORDERS

There are no such significant or material orders passed by the regulators or courts or tribunals impacting the going concern status of the company''s operation in future.

INVESTOR SERVICES

The Company and its Registrar M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction for

having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily.

AWARDS AND RECOGNITIONS

During the year under review, your Company was recognized in various ways/by various institutions and some of the awards presented to the Company are listed below:

The said awards and recognition is also available in the Company''s website http://www.mspsteel.com/Awards

CAUTIONARY STATEMENT

Statement in the Board''s Report and the Management Discussion & Analysis report describing the Company''s Objectives, expectation and forecast may be forward looking within the meaning of applicable securities laws and Regulations. Actual result may differ materially from those expressed in the statement important factors that may influence that company''s operational include global and domestic demand and supply conditions & selling prices of finished goods, input availability and prices, changes in government regulating tax laws, economic developments within the country and other parts.

ACKNOWLEDGEMENTS

Your directors take this opportunity to express their deep and sincere gratitude to shareholders, customers, dealers, agents, suppliers, investors, bankers for their continued support and faith during the year. Your Directors place on record a deep sense of appreciation for the commitment shown by the employees at all levels whose contribution was significant to the growth of the Company.

Your directors also thank for the valuable guidance and support given by the Government of India, various State Government Departments, Ministry of Corporate Affairs, Income Tax Authority and all other regulatory authorities for their assistance and cooperation during the year and look forward for the same in the future.

For and behalf of the Board MSP STEEL & POWER LIMITED
Date: 14th August, 2018 Place: Kolkata
	Suresh Kumar Agrawal	Manish Agrawal
	DIN: 00587623	Din: 00129240
	(CHAIRPERSON)	(DIRECTOR)

ANNEXURE 1

FORM AOC-1

"AOC-1 (Pursuant to first proviso to sub - section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)"

Statement containing salient features of the financial statement of subsidiaries / associate companies /joint ventures

---

Mar 31, 2016

We present you the 47th Annual Report on business and operations along with the Audited Financial Statements and the Auditor''s Report of your Company for the financial year ended March, 2016. The consolidated performance of the Company and its subsidiaries, joint venture and associates has been referred to wherever required.

1. FINANCIAL RESULTS

(Rs. in lacs)

Particulars	Standalone		Consolidated
	3 1st March, 2016	31st March, 2015	31st March, 2016	31st March,2015
Gross Revenue from Operations	1,00,768.43	1,21,064.55	1,00,768.43	121,077.49
Profit before Depreciation and Tax	(12,355.69)	(9,815.48)	(12,355.84)	(9,917.12)
Less: Depreciation	6,333.40	5,293.82	6,333.40	5,293.97
Profit/(Loss) Before Tax	(18,689.09)	(15,109.30)	(18,689.24)	(15,211.09)
Less: Provision for Income Tax(Including earlier years)	33.29	-	33.29	-
Less: Provision for Deferred Tax	(878.02)	(4,852.18)	(878.02)	(4,852.00)
Profit/(Loss) for the Year	(1 7,844.36)	(10,257.12)	(1 7,844.51)	(10,358.89)
Add: Balance brought forward	1 5,328.20	25,602.30	1 5,225.66	25,631.33
Less: Appropriations	26.46	16.98	29.90	16.99
Surplus carried to Balance Sheet	(2,542.61)	15,328.20	(2,648.75)	15,225.66

Standalone and Consolidated Financial Statements

The financial statements have been prepared in accordance with Generally Accepted Accounting Principles in India (GAAP), Accounting Standards and the provisions of the Companies Act 2013 read with rules and schedules made there under to reflect the financial positions of MSP the Company along with its subsidiary, associate and joint venture.

Financial Highlights

During the year 2015-16, at standalone level your Company has achieved a gross revenue of Rs.1,00,768.43 lacs as against Rs. 1,21,064.55 lacs in the previous year which reflects a decline of around 17% as a result the management has taken steps to reduce cost of production and other indirect expenses. During the year operational efficiency has improved and majority of plant were operated with 70-90% Capacity.

Profit before tax (PBT) was Rs. (18,689.09) in lacs as against Rs. (15,109.30) in lacs in the previous year and profit after tax (PAT) stood at Rs. (17,844.36) lacs against Rs. (10,257.12) in lacs in the previous year.

The Consolidated gross revenue from operation for the Financial Year 2015-16 stood at Rs.1,00,768.43 lacs Compared with Rs.121,077.49 lacs in the Previous Year. The Consolidated profit after tax stood at Rs. (17,844.51) lacs as compared with Rs. (10,358.89) lacs.

Operational Highlights

Pellet: Production of Sponge Iron during the year under review was 6.72 Lacs MT as against 6.92 Lacs MT in the previous year

Sponge Iron: Production of Sponge Iron during the year under review was 3.13 Lacs MT as against 2.80 Lacs MT in the previous year.

MS Billets: MS Billets was produced during the year under review was 2.55 Lacs MT as against 3.08 Lacs MT in the previous year.

TMT Bars: Production of TMT Bars during the year under review was 90,017 MT as against 88,839 MT in the previous year.

Structural Products: As compared to production of 71,863 MT in the previous year production of Structural Products was 119,834 MT during the year under review .

Power: During the year under review, 4,279.04 Lacs Kwh of power was generated as against 4,289.75 lacs Kwh of power in the previous year.

Dividend & Reserves

In view of loss for the F.Y. 2015-16, the Board of Directors have not recommended any dividend for the Financial Year 2015-16 on Equity as well as 6% Non -cumulative Redeemable Preference Shares.

The details including last date of claiming of unclaimed /unpaid dividend amount are given in our website at http://www.mspsteel.com/unpaid_dividend.php.

During the year under review no amount was transferred to General Reserve.

Particulars of Loans, Guarantees or Investments Under Section 186 of The Companies Act, 2013

Loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

Deposits

During the year under review, your company had not accepted any deposits within the meaning of provisions of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rule, 2014.

Related Party Transaction

All transactions entered into with the related parties as defined under Companies Act, 2013 in the F.Y. 2015-16 were in the ordinary course of business and on the arm''s length basis and did not attract the provisions of Sec 188 of the Companies Act 2013. Hence requirement of AOC-2 was not needed to be attached to this report.

As per the provisions of Section 188 of the Companies act, 2013 and rules made there under read with Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, prior omnibus approval from the Audit Committee are obtained before entering into such transactions. Further, the required disclosures are made to Committee on a quarterly basis.

The policy on materiality of Related party Transactions as approved by the Audit Committee is revised in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the amended provisions of the Companies Act, 2013 and is uploaded on the website of the Company and the link for the same is www.mspsteel.com / Company Info/ Corporate Policies/ Policy on Materiality.

With the motive of growth in the steel sector, your Company has created various Subsidiaries, Joint Ventures & Associates Companies. A separate statement containing salient features of Financial Statements of Subsidiaries, Joint Ventures & Associates Companies of your Company forms part of Consolidated Financial Statements in terms of Section 129 of the Companies Act, 2013 and applicable Accounting Standards is annexed in Annexure-1 as AOC-1 in the Directors'' Report. Your Company have framed a policy of determining ''Material Subsidiary'', in terms of Regulation 16(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The said policy is also available at the Company''s website as mentioned below:

http://www.mspsteel.com/csr-policy/policy%20determining%20material%20subsidiaries.pdf

In previous year, the shareholding of the Company in AA ESS Tradelinks Private Limited got reduced from 52.32% to 42.75% on account of fresh issue of shares by AA ESS Tradelinks Private Limited. Hence its status got altered from being a subsidiary to being an associate of the Company.

In accordance with section 136 of the companies Act, 2013 the audited financial statements, including the consolidated financial statements kept open for inspection by the shareholders at the Registered office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of Annual General Meeting. Any member willing to obtaining a copy of the said financial statements may write to the Company at its Registered office or Corporate Office or visit the below mentioned website link for the same: http://www.mspsteel.com/annual_reports

PROJECTS COMPLETED

During the year your company has capitalized fixed assets of '' 49.44 cr. which were related to Infra project and other up-gradation in the power plant.

There are no material changes and commitments affecting the financial position of the Company which has occurred during the end of the financial year to which the financial statements relates.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Induction & Cessation

During the year under review, Ms. Ruchi Garg, former Company Secretary resigned from the services of the Company, w.e.f. 21st March, 2016 and Ms. Shreya Kar has been appointed as the Company Secretary who is designated as a Key Managerial personnel of your Company w.e.f. 1st May, 2016.

Mr. Suresh Kumar Agrawal was designated as Chairman of the Company w.e.f. 19th January, 2016 an appropriate resolution seeking your ratification for such designation is included in the notice convening the 47th AGM of the Company.

Retirement by Rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Dhananjay Uchit Singh retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

BOARD EVALUATION

In order to align with provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 , the Board of Directors of MSP Steel & Power Ltd. has formulated criteria and policy to evaluate the performance of all the Directors of the Company, the Board as a whole and its committees as mentioned below:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholder''s Relationship Committee

4. Corporate Social Responsibility Committee

The manner in which the said evaluation has been carried out is enumerated in the Corporate Governance Report, which is annexed to this Annual Report.

COMMITTEES OF THE BOARD

The details of Board Committees- Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and the Stakeholder Relationship Committee have been disclosed separately in the Corporate Governance Report which forms part of Annual Report.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

Pursuant to requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015, a separate meeting of the Independent Directors was held on 11th February, 2016 for the financial year 2015-2016.

The Independent Director at the meeting reviewed the following:

— Performance of Non- Independent Directors and the Board as a whole

— Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non Directors; and

— 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.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES

The Board consists of eight Directors at present consisting of two Executive and six Non - Executive Directors. Regular meetings of the Board and Committees are held to decide and discuss on business performance, policies strategies and other matter of significance. The intervening gap between the two consecutive meetings was as per Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 . Details of the meetings of the Board and Committees held during the Financial Year 2015-16 are disclosed in Corporate Governance Report which form part of Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received a declaration from each of Independent Directors of the Company that he/she meets the criteria of independence as provided in section 149(6) of the Companies Act, 2013 read with Schedule IV and Rules made there under as well as Regulation 16(b) & 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board considered the independence of each Independent Director and in view of that they fulfill the criteria of Independence.

POLICY

A policy is laid down by the Board of Directors in relation to remuneration of Directors, Key managerial Personnel and Senior Management of the Company to set criteria for selection and appointment procedure.

The said policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 read with Rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is uploaded in Company''s website.

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

The Information required to be disclosed in the Board''s Report pursuant to Section 197 of the Companies Act, 2013 read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure-2 to the Directors'' Report

AUDITORS

Statutory Auditors

M/s. Sunil Kumar Agrawal & Associates, Chartered Accountants (Firm Registration No. 323133E) , who are the statutory auditors of the Company shall hold office upto forthcoming Annual General Meeting of the Company and being eligible has expressed their willingness to be appointed for a period of 3 years to hold the office form the conclusion of this Annual General Meeting for the Financial Year 2018-19, subject to ratification at each Annual General Meeting. The said auditors have further furnished a certificate to the Company of their eligibility & consent under Section 141 of the Companies Act, 2013 and Rules made there under.

Cost Auditor

The Board of Directors, on the recommendation of Audit Committee, has appointed Mr. Sambhu Banerjee, Cost Accountant (Membership No. 9780) as Cost Auditor to audit the cost accounts of the Company for the financial year 2016-17.

As per the Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit)Rules, 2014, appropriate resolution seeking your ratification of the remuneration of Mr. Sambhu Banerjee, Cost Accountant (Membership No. 9780) is included in the notice convening the 47th AGM of the Company.

Secretarial Auditor

M/s. PS Associates, Practicing Company Secretaries was appointed to undertake Secretarial Audit of the Company for the financial year 2015-16, as required under section 204 of the Companies Act, 2013 read with relevant Rules made there under. The Secretarial Audit Report for FY 2015-16 is appended as Annexure-3 of Directors'' Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Your Board of Directors has appointed M/s PS Associates, Practicing Company Secretaries for year 2016-17 to conduct the Secretarial Audit of the Company.

INTERNAL FINANCIAL CONTROL

The Company has laid down certain guidelines, processes and structure, which enables implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. These include control processes both on manual and IT applications including the ERP application wherein the transactions are approved and recorded. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively. During the year such control were tested and no reportable material weakness in the design or operational were found.

CORPORATE GOVERNANCE

The Company has maintained the highest standards of Corporate Governance and have met the requirements set out as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on corporate governance as practiced followed by the Company, together with a certificate from the Company''s Auditors and CEO /CFO confirming compliance form an integral part of this Report.

Listing Agreement

The Securities and Exchange Board of India (SEBI), issued Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 herein after referred to as "SEBI LODR", on 2nd September, 2015 with the aim to align and provide different provisions of the Listing Agreement for different segments of Capital Markets at one place. The Regulations became effective from 1st December, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited and National Stock Exchange of India Limited during December 2015. The Company has paid the Annual Listing Fees of both the Stock Exchanges for the Financial Year 2016 -17.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 read with Schedule VII of the Companies Act 2013 and rules made there under, your Company has established Corporate Social Responsibility Committee to formulate and monitor Corporate Social Responsibility Policy and also to recommend to the Board the amount of expenditure to be incurred on activities related to betterment of society.

The Company is well aware of its responsibility towards the Society and hence in its previous years had taken efforts to improve the living condition in the vicinity of its plants & surrounding areas. The Company had been continuing its efforts towards the betterment of the society. The Board on the recommendation of CSR committee has formulated a policy on CSR to regulate the Company''s activities, amount to be spent on CSR, etc.

In terms with the Section 135 Companies Act, 2013 read with Rule 8 of the companies (Corporate Social Responsibility) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 framed under, the Company has to spent 2% of its average net profits of the preceding three financial years for Corporate Social Responsibility activities. Due to loss incurred in the previous year and inadequate profit in the preceding two years the amount needed to be spend on CSR activities is inadequate. Irrespective of such situation of inadequate profit or loss, your Company has spent Rs. 129.97 lacs on CSR activities. A report on Corporate Social Responsibility activities for the financial year 2015-16 is attached to the Directors'' Report as Annexure-4.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, your Directors hereby states:

(a) that in the preparation of the annual accounts for the FY 2015-16, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2016 and of the profit and loss of the company for that period;

(c) that the directors has 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 directors has prepared the annual accounts on a going concern basis;

(e) that the directors has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

OTHERS INFORMATION

Significant and Material Orders Passed By The Regulators or Courts

There are no such significant or material orders passed by the regulators or courts or tribunals impacting the going concern status of the company''s operation in future.

Whistle Blower/ Vigil Mechanism Policy

The Company has a whistle blower policy to report about the concerns or grievances of the employees and directors of the Companies.

The details of the Whistle Blower Policy are provided in the Corporate Governance Report and is also available at on the website of the Company at http://www.mspsteel.com/csr-policy/Vigil%20Policy-MSPL.pdf

Prevention of Sexual Harassment at Workplace

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported to the Board.

Sexual harassment is a form of misconduct that undermines the employment relationship. No employee, either male or female, should be subjected verbally or physically to unsolicited and unwelcome sexual overtures or conduct. The Company also believes that all employees of the Company, have the right to be treated with dignity.

Sexual harassment at the work place or other than work place if involving employees is a grave offence and is, therefore, punishable.

A Committee has been constituted by the Management to consider and redress complaints of Sexual Harassment. The Chairman and Members of the Committee are as follows:

Sl. No.	Position	Officer in charge
1.	Presiding Officer	Ms. Shreya Kar
2.	Member -	Mr. Kamal Kumar Jain
3.	Member -	Mr. K.K Panigrahi
4.	Member -	Ms. Mita Das, Executive

Management Discussion & Analysis Report

As stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report is presented in separate section forming part of this Annual Report .

Risk Management Policy

The Board has formulated and implemented a Risk Management Framework with an object of timely identification of risks, assessment and evaluation of the same and mitigate the negative influences of various sources of risks faced by the Company''s business activities to ensure optimal operations. Brief details about the policy are provided in Management Discussion & Analysis Report attached to this Annual Report.

Awards And Recognitions

During the year under review, your Company was recognized in various ways/by various institutions.

The said awards and recognition is also available in the Company''s website

http://www.mspsteel.com/Awards

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Outgo

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are enclosed as Annexure-5 of the Directors'' Report.

Extracts Of The Annual Return

An extract of annual return named as MGT-9 has been annexed to the Directors Report as Annexure-6 in compliance with Section 92 of the Companies Act, 2013 read with applicable rules made there under.

CAUTIONARY STATEMENT

Statement in the Board''s Report and the Management Discussion & Analysis report describing the Company''s objectives, expectation and forecast may be forward looking within the meaning of applicable securities laws and Regulations. Actual result may differ materially from those expressed in the statement important factors that may influence that company''s operational include global and domestic demand and supply conditions & selling prices of finished goods, input availability and prices, changes in government regulating tax laws, economic developments within the country and other parts.

ACKNOWLEDGMENTS

Your directors wish to thank the shareholders, customers, dealers, agents, suppliers, investors, bankers for their continued support and faith during the year. Your Directors place on record their appreciation for the contribution made by the employees at all levels without whose hard work, cooperation and support your Company''s achievements would not have been possible.

Your directors also wish to place on record their gratitude for the valuable guidance and support given by the Government of India, various State Government Departments and all other Government agencies for their support during the year and look forward for the same in the future.

For and behalf of the Board

MSP STEEL & POWER LIMITED

SAKET AGRAWAL

DIN:00129209

(Managing Director)

Date : July 27, 2016 MANISH AGRAWAL

Place : Kolkata DIN: 00129240

(Director)

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Mar 31, 2014

Dear Members,

The directors have pleasure in placing before you the 45th Annual Report along with Audited Annual State- ment of Accounts for the year ended 31st March 2014.

Financial results (Rs. in Lacs)

particulars year ended March 31, March 31, 2014 2013

Revenue from 1,30,856.20 1,01,535.62

Operations (Gross)

profit before 8653.05 7,647.40

depreciation and Tax

Less: Depreciation 5,479.61 4,627.92

profit Before Tax 3,173.44 3,019.48

Less: Provision for Income 25.86 -

Ta x (Including earlier years)

Less: Provision for 1,047.23 1,006.96

Deferred Tax

Net profit 2,100.34 20,12.52

Add: Balance brought 23,501.96 20,972.69

forward

Less: Appropriations - 29.08

Surplus carried to 25,602.30 23,501.96 Balance Sheet

Dividend The Board of directors have not rec- ommended dividend for the Financial year ended 31st March, 2014 on equity shares as well as for 6% Non Cumulative Redeemable Preference Shares.

Expansion project The Management with a view to modernize and expand the existing facilities at its plant at Raigarh has decided to take up a new proj- ect which includes setting up of one new Induction Furnace, Brick Making Plant, Expansion of Rolling and Structural Rolling Mill, Setting up of hot billet charging system in Rolling & Structural Rolling Mill and some other modifications. With the above the capacity of rolling mill will add to the topline and margin of the company.

Credit rating The Company''s rating is the "BBB " rating for long-term/medium-term debt and various bank facilities sanctioned and/or availed by the Com- pany. Facilities with "BRICKWORK BBB " rating are considered to ofer moderate safety for timely servic- ing of debt obligation. Such facilities carry moderate credit risk.

The Rating Committee reafirmed the ''PR2'' (PR Two) rating for short-term debt/facilities sanctioned and/or availed by the Company. Facilities with this rating will have an adequate capacity for timely payment of short- term debt obligation and carry higher credit risk.

The above rating continues to draw strength from promoters'' experience, operational efciency by virtue of having an integrated plant, production of value-added products fetching higher margins, increas- ing profit levels and moderate its financial position.

Share capital During the year under review the Company has allotted on 14th August, 2013, 1,20,00,000, 6% Non-cumulative redeemable prefer- ence shares on preferential basis to its promoters group companies at an issue price of Rs.100/- each (including a premium of Rs. 90/- each), by reorganizing its authorised share capital by cancelling 60,00,000 equity shares of Rs.10 each and creating in lieu of 60,00,000 preference shares of Rs.10/- each.

After the said allotment the Authorised Cap- ital of the Company stood at Rs.1,17,00,00,000/- divided into 9,60,00,000 equity shares of Rs.10/- each and 2,10,00,000, 6% Non-cumulative re- deemable preference shares of Rs 10/- each. And the paid up share capital has increased from Rs. 96,89,40,000/- to Rs.1,088,940,000/- Further more the Company has increased the authorised share capital of the Company from Rs. 117,00,00,000 to Rs. 1,32,00,00,000 by passing a spe- cial resolution via postal ballot. The result of the postal was declared on 14th July, 2014 at the corporate ofce of the Company by Mr. Puran Mal Agrawal, Chairman of the Company.

Listing of shares The shares of the Company continues to be listed on the National Stock Exchange of India Limited and the BSE Limited, having nation- wide terminal to facilitate easy and convenient trading to our valued shareholders. Further the Company had paid the annual listing fees to both the Stock Exchanges as mentioned above for the financial year 2014-15.

Directors With the notifcation of Section 149 of the Companies Act, 2013 and the rules made there under and the recent amendment under Clause 49 of the Stock Exchanges, which is applicable from 1st October, 2014, the Company has to appoint a Wom- en Director on the Board. Consequently the Board of Directors in their meeting held on 14th August, 2014 had proposed to appoint Ms. Priyanka Tiwari (DIN: 06944383) as Non-Executive Independent Director of the Company.

In accordance of the Articles of Association and section152 of the Companies Act, 2013 and the rules made thereunder, Mr. Manish Kumar Agrawal (DIN: 00129240), Director of the Company is liable to re- tire by rotation and being eligible ofers himself to be re-appointed in the ensuing Annual General Meeting of the Company.

Further as per the section 149 read with schedule IV and section 152 of the Companies Act, 2013, the rules made thereunder and the Listing Agreement with the Stock Exchanges, Company needs to appoint Independent Directors for a period of five (5) years from the date of appointment. Since Mr. Amit Mehta (DIN: 01197047), Mr. Navneet Jagatramka (DIN: 01579357), Mr. Ashok Kumar Soin (DIN: 02986145) and Mr. Arvind Kumar Saraf (DIN: 00395155) have already been appointed as Non-executive Independent Directors in accordance with the Listing agreement with the Stock Exchanges and Companies Act, 1956, which was in force then. Out of them Mr. Arvind Kumar Saraf and Mr. Navneet Jagatramka are liable to retire by rotation in the ensuing Annual General Meeting in accordance with the provisions of Companies Act, 1956.

As required under section 149 read with schedule IV of the Companies Act, 2013 and the relevant rules made thereunder, Company has received a declaration of independence from the Independent Directors.

Your Board of Directors at their meeting held on 14th August, 2014 has recommended to re-appoint all the independent directors at the ensuing Annual General Meeting as Non-executive Independent Di- rector not liable to retire by rotation, for a term of five (5) years w.e.f ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held for the financial year ending 31st March, 2019, in term of the Companies Act, 2013, the rules made there under and the Listing Agreement with the Stock Exchanges.

Necessary resolution for members approval for their reappointment form part of the notice of the Annual General Meeting.

Your directors recommend their re-appointment

Auditors The Company has appointed M/s Sunil Kumar Agrawal & Associates, Chartered Accoun- tants as the Statutory Auditors of the Company w.e.f Board Meeting held on 24th April, 2014 and that they shall hold the ofce of the statutory auditors of the Company until the conclusion of the ensuing Annual General Meeting, and that they shall, inter alia, con- duct the statutory audit for the financial year ended 31st March, 2014. The members via postal ballot notice dated 30th May, 2014 ratifed the said appoint- ment. The said ofce of Statutory Auditor will vacate at the conclusion of the ensuing Annual General Meeting, so Board propose to re-appoint M/s. Sunil Agrawal & Associates, Chartered Accountants as Statutory Audi- tors of the Company to hold ofce from the date of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

Auditors'' report The observations made in the Auditors'' Report read with Notes to Accounts are self-explanatory and therefore, do not call for any fur- ther elucidation.

Cost auditor Pursuant to section 148 and all other applicable provisions, if any, of the Companies Act, 2013 and Companies (Cost Records and Audit Rules), 2014 the Board of Directors had appointed Mr. Sambhu Banerjee as Cost Auditor of the Company to Conduct Cost Audit for the financial year ending 31st March, 2015

Directors'' responsibility statement Pursu- ant to the requirements of Section 217(2AA) of the Com- panies Act, 1956 your Directors hereby confirm that: (i) In the preparation of the annual accounts for the year ended 31st March, 2014, the applicable ac- counting standards were followed and no material departures were made from the same; (ii) The Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and pr udent so as to give a true and fair view of the Company''s state of the afairs at the end of the financial year ended 31st March, 2014 and the Company''s profits for that period; (iii) The Directors took proper and sufcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company''s assets and for preventing and detecting frauds and other irregu- larities;

(iv) The Directors prepared the annual accounts on a going concern basis.

Corporate governance Your Company has complied with the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges and re- port on Corporate Governance in terms of the said clause along with the auditor''s certifcate for the same and a Management and discussion report has been at- tached to this report.

Corporate social responsibility Your Compa- ny recognizes that its business activities have direct and indirect impact on the society. The Company strives to integrate its business values and operations in an ethical and transparent manner to demonstrate its commit- ment to sustainable development and to meet the in- terests of its stakeholders. The Company is committed to continuously improving its social responsibilities, environment and economic practices to make positive impact on the society.

Subsidiaries & joint venture The Consolidated financial statements prepared by the Company include financial information of its subsidiaries and joint ven- ture prepared in compliance with applicable Account- ing Standards.

In accordance with the general exemption pro- vided by the Ministry of Corporate Afairs vide its general circular No 2/2011 dated 8th February, 2011, Company is not attaching the balance sheet, profit & loss account and the notes thereon and documents of the Subsidiaries Companies to the Balance Sheet of the Company. Further in terms of abovementioned Circu- lar the annual accounts of the subsidiary companies will be made available for inspection by any shareholders in the corporate ofce of the holding company and that of the subsidiary companies concerned upto the date of the Annual General Meeting of the Company. The annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary compa- nies seeking such information at any point of time.

Conservation of energy, technology ab - sorption and foreign exchange earnings and outgo Infor mation pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Dis- closure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed and forms a part of this report.

Particulars of employees As on 31st March, 2014 there are no employee whose particulars of remu- neration is paid in excess of limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Acknowledgements Your directors wish to place on record their gratitude for the valuable guidance and support given by the Government of India, various State Government departments, financial institutions, Banks and various stake holders such as Shareholders, Customers, Dealers, Suppliers and Investors during the year under review.Y our Directors also wish to place on record their deep sense of appreciation for the com- mitment displayed by all executives, ofcers and staf of the Company, resulting in the successful performance of the Company during the year.

For and on behalf of the board Place: Kolkata Sd/-

Date: 14th August, 2014 Puranmal Agrawal Chairman

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Mar 31, 2012

The Directors have pleasure in placing before you the 43rd Annual Report along with Audited Annual Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs. in lacs)

Particulars Year Ended Year Ended 2011-12 2010-11

Revenue from Operations (Gross) 75,177.84 51,975.44

Profit before Depreciation and Tax 6,277.24 8,642.90

Less: Depreciation 2,908.78 1,932.90

Profit Before Tax 3,368.46 6,710.00

Less: : Provision for Income Tax (Including earlier years) 294.70 337.36

: Provision for Deferred Tax 470.68 1,351.54

Net Profit 2,603.09 5,021.10

Add: Balance brought forward 18,593.04 1,4263.21

Less: Appropriations 223.43 691.27

Surplus carried to Balance Sheet 20,972.69 18,593.04

DIVIDEND

The Directors recommended a proportionate dividend of sixty paisa per share on 6% Non Cumulative Redeemable Preference Shares and Dividend of twenty five paisa per equity share for the year ended 31st March, 2012 for approval by the Members at the ensuing Annnual General Meeting. The dividend will be distributed to the members whose names appear on the register of members as on the date of Annual General Meeting.

HIGHLIGHT

During the year, your company has commissioned 383,625 MTPA of coal washery at Jamgaon, Raigarh.

The gross revenues from operations of the company have increased to Rs. 751.77 crore, registering a growth of 44.64% over previous year's level of Rs. 519.75 crore.

EXPANSION PROJECT

The company started its backward integration with capacity of 9 lacs MTPA of Beneficiation Plant, 6 lacs MTPA of Pellet Plant, 34 MW of Power Plant and 117,952 MTPA of Billet Plant. Pellet, Beneficiation and Power Plant has started trial production and your company will be in full control of EBITDA margins.

The company has option to sell the surplus pellet in the market to maximise the margins.

EXPORTS

During the year, the company has achieved the Export Turnover of Rs. 82.64 crore. Most of the exports were made to Nepal.

With firm commitment and through sustained efforts, your company has increased its rapport with customers in Nepal. Our product quality and timely delivery have found wide acceptance in the highly competitive international market.

CREDIT RATING

The Company's rating improved to "BBB " for long-term/ medium-term debt and various bank facilities sanctioned and/ or availed by the Company. Facilities with "CARE BBB " rating are considered to offer moderate safety for timely servicing of debt obligation. Such facilities carry moderate credit risk.

The Rating Committee reaffirmed the 'PR2' (PR Two) rating for short-term debt/facilities sanctioned and/or availed by the Company. Facilities with this rating will have an adequate capacity for timely payment of short- term debt obligation and carry higher credit risk.

The above rating continues to draw strength from promoters' experience, operational efficiency by virtue of having an integrated plant, production of value-added products fetching higher margins, increasing profit levels and moderate financial position.

CHANGE IN SHARE CAPITAL

i) Issue and allotment of preference share

During the year the company has issued and allotted 1,254,000 6% Non Cummulative Redeemable Preference Shares. The proceeds has been used in setting up of 34 MW Power Plant and expansion of Pellet Plant.

ii) Issue of Equity Shares on Preferential Basis

The Company has obtained approval of shareholders by postal ballot to issue 10,000,000 equity shares to specified persons on preferential basis and have duly allotted the shares. The company is in the process of making application to the stock exchange(s) where the shares of the company are listed to obtain in principle approval for listing of shares. The proceeds will be used up coming infrastructure development projects in Raigarh and to meet working capital requirements.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. Pavan Kumar Gupta, Director of the Company will retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

Mr. Amit Mehta, Director of the Company will retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

Necessary resolution for members approval for their reappointment forms part of the notice of the Annual General Meeting.

Your Directors recommend their re-appointment.

AUDITORS

M/s. S.R Batliboi & Co., Chartered Accountants, Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and M/s B. Chhawchharia and Co., Chartered Accountants, be appointed as the Statutory Auditors of the Company at the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

The Statutory auditors in their report for the year ended 31st March, 2011, had considered the income from commodity transactions as speculative in nature and have expressed their inability to ascertain the impact of the same on the tax expense and networth of the company. On the basis of expert opinion obtained, your company has considered the income from commodity transactions as business income. The management does not see any impact of these transactions on the tax expense and net worth of the company.

The Statutory auditors in the annexure to the auditors report for the year ended 31st March, 2012, had reported that short term funds amounting to Rs. 11,276.41 lacs, consisting of project creditors Rs. 5,061.98, unsecured loans Rs. 3,945.42 lacs and other short term borrowings Rs. 2,269.01 lacs have been used for long term investment towards acquisition of fixed assets. In this regard, the management would like to inform that the company had purchased the fixed assets on credit basis from the supplier which could have been paid by way of taking disbursement of term loan from banks. Unsecured loans has been brought in from corporates for part financing the expansion project. Your company has saved interest by purchasing capital goods on credit basis hence no negative impact of short term loan has been utilised for long term investments is there.

COST AUDITOR

Your Board has appointed Mr. S. Banerjee as Cost Auditor of the Company in accordance with the provisions of Section 233B of the Companies Act, 1956 read with Cost Accounting Records (Steel Plant) Rules, 1990, circular no. 15/2011[52/5/CAB-2011] dated 11th April, 2011 and circular no. 52/26/CAB- 2010 dated 3rd May, 2011 for the FY 2011-12 for conducting the cost audit of the Company relating to steel plant for the financial year ended 31st March, 2012.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i) In the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards were followed and no material departures were made from the same;

ii) The Directors 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 Company's state of the affairs at the end of the financial year ended 31st March, 2012 and the Company's profits for that period;

iii) The Directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company's assets and for preventing and detecting frauds and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, the Management Discussion and Analysis Report and a Certificate from Auditor regarding compliance of the conditions of Corporate Governance are annexed to this report.

SUBSIDIARIES & JOINT VENTURE

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards. The Ministry of Corporate Affairs, Government of India vide its Circular No. 51/12/2007-CL-lll dated 8th February,2011 has granted general exemption under Section 212(8) of the Companies Act, 1956, from attaching the balance sheet, profit and loss account and other documents of the subsidiary companies to the balance sheet of the Company,provided certain conditions are fulfilled. Accordingly, annual accounts of the subsidiary companies and the related detailed information will be made available to the holding and subsidiary companies' investors seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any investor at its Corporate Office in Kolkata and that of the subsidiary companies concerned.

SOCIAL OBLIGATION

Your Company recognises that its business activities have direct and indirect impact on the society. The Company strives to integrate its business values and operations in an ethical and transparent manner to demonstrate its commitment to sustainable development and to meet the interests of its stakeholders. The Company is committed to continuously improving its social responsibilities, environment and economic practices to make positive impact on the society.

GUIDING PRINCIPLES

Create a positive footprint within the society to make a meaningful difference in the lives of people by continually aligning its initiatives to the goals for sustainable development.

Maintain commitment to quality, health and safety in every respect of the business and people.

Undertake ethical business practices across the supply chain.

Make positive impact on the environment and promote good environmental practices.

Promote equality of opportunity and diversity of workforce throughout its business operations.

It is evident that there is a paradigm shift in the thought process on social responsibility. Today is the time when organisations have realised that social commitment is very much part of their business. Martin Luther King's words resonate powerfully when he made this earnest call for social justice: "human progress is neither automatic nor inevitable". We are faced now with the fact that tomorrow is today. Your company aims :

At establishing and maintaining a dynamic organisational structure suited to meet present and future Company needs;

Attracting competent personnel with growth potential, and developing their maximum capabilities in a working environment through the provision of opportunities for advancement and other incentives;

Developing and sustaining a favourable employee attitude and obtaining maximum contribution from employees through stable employment, adequate salaries commensurate with the Company's capacity to pay and maintaining good and safe working conditions and job satisfaction;

? Establishing a system for redressal of employees' grievances in the shortest possible time;

Providing training facilities, internal and external, and other opportunities for self-development in their current job and for advancement;

The steel making process is a highly resource and energy intensive process. All steel plants have upgraded their production processes with clean technologies so as to minimise the impact on the environment. The various factories and undertakings of the organisation comply with the rules and regulations laid down by the various regulatory bodies including carrying out of various checks and inspections from time to time. Your Company is committed to protection of the environment and the promotion of responsible corporate policies that conserve and optimally utilise resources and at the same time, sustain the economic environment for growth.

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

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed and forms a part of this report.

PARTICULARS OF EMPLOYEES

Particulars of remuneration paid in excess of limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the year under review is as follows.

Statement of the employees pursuant to Section 217(2A) of the Companies Act 1956,

Name & Qualification Age in Designation Date of years Employment

Mr. Puranmal Agrawal 63 Chairman 9th July, 2007 B. Com cum Whole time Director

Mr. Suresh Kumar Agrawal 59 Managing 9th July, 2007 B.E Mechanical Director

Name & Qualification Gross Experience Previous Remuneration (Yrs) Employment (Rs. in lacs)

Mr Puranmal Agarwal B.Com 36.00 23 -

Mr Suresh Kumar Agarwal B E Mechanical 30.00 18 -

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude for the valuable guidance and support given by the Government of India, various State Government departments, Financial Institutions, Banks and various stake holders such as Shareholders, Customers, Dealers, Suppliers and Investors during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff of the Company, resulting in the successful performance of the Company during the year.

For and on behalf of the Board

Sd/-

Puranmal Agrawal

Place: Kolkata Chairman

Date: 14th August, 2012

---

Mar 31, 2011

Dear members

We are delighted to present the report on our business & operations for the year ended 31st March, 2011

Financial Results

(Rs. in lacs)

2010-11 2009-10

Sales (Net of excise) & other income 51,345.03 39,585.38

Profit before depreciation and tax 8,642.90 5,080.26

Less: Depreciation 1,932.90 1,257.35

Profit before tax 6,710.00 3,822.91

Less: Fringe Benefit Tax - -

Provision for Income Tax (Including earlier years) 337.36 214.65

Provision for Deferred Tax 1,351.54 402.84

Net Profit 5,021.10 3,205.42

Add: Balance brought forward 1,4263.21 11,057.79

Less: Appropriations 691.27 –

Surplus carried to Balance Sheet 18,593.04 14,263.21

Dividend

(i) 6% Non-Cumulative redeemable preference shares: The Board recommended a proportionate dividend of sixty paisa per share on 75,40,000 shares.

(ii) Ordinary shares: The Board recommended a final dividend of fifty paisa per equity share. The dividend will be distributed to the members whose names appear on the register of members as on the date of Annual General Meeting. The dividends on preference and ordinary shares are subject to shareholders' approval at the Annual General Meeting.

Operational Review

The year 2010-11 saw the Company consolidate its position after a challenging recovery from the global economic crisis in the previous year. Increased capacity utilisation along with better product realisations ensured that the operating profit and EBITDA margins witnessed a remarkable improvement of 311 bps and 403 bps respectively over the previous year. This upward trend is expected to continue in 2011-12 and beyond, on account of incremental revenues kicking in from the newly commissioned projects in the fourth quarter of the financial year.

During the year 2010-11, the Company commissioned its 18 MW power plant and 1,15,500 MTPA sponge iron plant in January 2011. The Company achieved a net turnover of Rs. 47,746.94 lacs and profit before tax of Rs. 6,710.00 lacs. Your Company recorded net profit after taxes of Rs. 5,021.10 lacs

The Statutory auditors in their report for the year ended 31st March 2011, had considered the income from commodity transactions as speculative in nature and have expressed their inability to ascertain the impact of the same on the tax expense and networth of the company. On the basis of expert opinion obtained, your company has considered the income from commodity transactions as business income. The management does not see any impact of these transactions on the tax expense and net worth of the company.

The Statutory auditors in the annexure to the auditors report for the year ended 31st March 2011, had reported that short term funds amounting to Rs 2,757.95 lacs in the form of project creditors have been used for long term investment towards acquisition of fixed assets. In this regard, the management would like to inform that the company had purchased the fixed assets on credit basis from the supplier which could have been paid by way of taking disbursement of term loan from banks. Your company has saved interest by purchasing capital goods on credit basis hence no short term loan has been utilised for long term investments.

Projects & Expansion Plans

Project commissioned during FY 2010-11

The Company successfully commissioned its 18 MW-power plant and 115,500-MTPA sponge iron plant

Project under progress

The Company has enlisted a number of business-strengthening initiatives for 2010-11:

We expect to commission the second phase of 115,000 tonnes Sponge Iron Plant by April 2012 (financial closure achieved). This expansion will enhance our total sponge iron capacity to 4.22 lacs TPA

We expect to commission another 34 MW (thermal) Power Plant during the financial year at our Raigarh unit for merchant sales (financial closure in process).

We expect to commission our coal washery, to raise our overall capacity by 3,83,625 TPA during the financial year 2011-12. Further the construction of a 4-km railway siding reduced transportation costs on the one hand and eased logistics on the other.

We expect to commission a 6 lac MTPA pelletisation plant during the financial year, which will take our pellet capacity to 9 lac MTPA from the existing 3 lac MTPA.

Credit Rating

The Company's rating improved to “BBB ” for long-term/medium-term debt and various bank facilities sanctioned and/or availed by the Company. Facilities with “CARE BBB ” rating are considered to offer moderate safety for timely servicing of debt obligation. Such facilities carry moderate credit risk.

The Rating Committee reaffirmed the 'PR2' (PR Two) rating for short-term debt/facilities sanctioned and/or availed by the Company. Facilities with this rating will have an adequate capacity for timely payment of short- term debt obligation and carry higher credit risk.

The above rating continues to draw strength from promoters' experience, operational efficiency by virtue of having an integrated plant, production of value- added products fetching higher margins, increasing profit levels and moderate its financial position.

Corporate Governance

The Company complied with Corporate Governance requirements as stipulated under Clause 49 of the Equity Listing Agreement of Stock Exchange and accordingly, the report on Corporate Governance forms part of the annual report. The requisite Certificate from a Company Secretary in practice regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 is annexed to this report as also the Management Discussion and Analysis which is given as an Annexure to this report.

Social Obligation

Your Company believes that after customers, human resource is its most important capital and requires the same need to be empowered for achieving objectives from time to time. In this regard, employees are subjected to periodical training for skills upliftment and familiarisation with the latest techniques and practices, provided with a conducive working environment and motivated by extending compensation packages and benefits, which is the most competitive in India's steel industry.

The Company's plants comply with all norms for a clean and better environment by the competent authorities. The Company undertakes regular checks/inspections including certification

for the maintenance of the environment, health and safety. The Company values environmental protection and safety as a major consideration in its functioning. The Company has adequate effluent treatment plants to prevent pollution. The Company continuously endeavours to improve the quality of life in communities surrounding its industrial complex.

Directors' Responsibility Statement

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

i) In the preparation of the annual accounts for the year ended 31st March, 2011, the applicable accounting standards were followed and no material departures were made from the same;

ii) The Directors 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 Company's state of the affairs at the end of the financial year ended 31st March, 2011 and the Company's profits for that period;

iii) The Directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company's assets and for preventing and detecting frauds and other irregularities;

iv) The Directors prepared the annual accounts on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed and forms a part of this report.

Particulars of Employees

Particulars of remuneration paid in excess of limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the year under review is as follows.

Statement of the employees pursuant to Section 217(2A) of the Companies Act, 1956

Name & Qualification Age in Designation Date of years Employment

Mr. Puranmal Agrawal 61 Chairman cum 7th June, 2007 B. Com Whole time Director

Mr. Suresh Kumar Agrawal 58 Managing Director 7th June, 2007 B.E Mechanical

Name & Qualification Gross Remuneration Experience Previous (Rs. in lacs) (Yrs) Employment

Mr. Puranmal Agrawal 36.00 22 – B. Com

Mr. Suresh Kumar Agrawal 30.00 17 – B.E Mechanical

Auditors

M/s. S.R Batliboi & Co., Chartered Accountants, retire at the ensuing Annual General Meeting, and expressed their willingness to be reappointed.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. Arvind Kumar Saraf and Mr. Navneet Jagatramka, Directors of the Company will retire by rotation at the ensuing AGM and being eligible, offer themselves for reappointment.

Mr. Debabrata Mukherjee resigned from Directorship on 3rd May, 2010 and in his place Mr. Pavan Kumar Gupta has been appointed as a Director of the Company.

Mr. Niranjan Dash is no longer Director on the Board of the Company.

Acknowledgements

Your Directors would like to acknowledge and place on record their sincere appreciation of all stakeholders, shareholders, banks, dealers, vendors and other business partners for the excellent support received from them during the year. Your Directors recognise and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board Sd/-

Puranmal Agrawal Chairman

Place: Kolkata Date : 30th May, 2011

---

Mar 31, 2010

We are delighted to present the report on our business & operations for the year ended March 31,2010

Financial Results

(Rs. In Lacs)

2008-09

Sales (Net of excise) & other income 39.585.38 41,386.89

Profit Before Depreciation 5,080.26 5,658.36

Less-. Depreciation 1.257.35 741.13

Profit Before Tax - 3,822.91 4,917.23

Less : Fringe Benefit Tax - 13.36

: Provision for Income Tax

(Oncluding earlier years) 214.65 257.13

: Provision for Deferred Tax 402.84 657.70

Net Profit 3,205.42 3,989.04

Add: Balance Brought Forward 11,057.79 7,068.75

Surplus carried to Balance Sheet 14.263.21 11,057.79

Dividend

Your Directors are pleased to recommend a final dividend of fifty paisa per equity share. The dividend will be distributed to the members whose names appears on the register of members as on the date of Annual General Meeting.

Operational Review

The financial year 2009-2010 can be described as one of recovery from global economic crises. The Indian steel Industry witnessed an upward trend during the previous year, it has huge scopes in the future with massive scale of infrastructural development happening all across the country. This upward trend is expected to be continued on account of favourable conditions like competitive prices,

increase in consumption of steel owing to upcoming infrastructure and Greenfield projects, highly skilled and low cost workforce etc.

In March 2010, the company commissioned a 128,000 TPA structural rolling mill in Raigarh to manufacture steel angles, beams, joists and channels. The manufacture of these products altered our exposure from vulnerable sectors to value- added infrastructure and power sector segments.

Your company achieved net turnover of Rs. 39,585.38 lacs and profit before tax of Rs. 3,822,91 lacs. Your company recorded net profit after taxes of Rs. 3,205.42 lacs and earned cash profit before tax of Rs. 4,865.61 lacs.

Projects & Expansion Plans Project commissioned during FY 2009-2010

Structural Rolling mill having capacity of 1,28,000 MTPA was commissioned in the year 2009-2010 in Raigarh to manufacture steel angles, joists and channels.

In October 2009, the company has received plug-in with the state utilitys 132 KVA line, which enabled to market power to the open market.

Project under progress

The company has lined up a number of business-strengthening initiatives for 2010-11:

We expect to commission the first phase of

the 1,15,000-tonne sponge iron plant by September 2010 and the second phase of 1,15,000 tonnes by June 2011 (financial closure achieved). This expansion will enhance our total sponge iron capacity to 4.22 lacs tpa.

In sync with sponge iron capacity expansion, we intend to bring on stream our 18 MW power plant (16 MW WHRB and balance based on coal). While around 30 percent of the capacity will address captive requirements, the rest will be deployed for profitable merchant sales. We expect to commission another 34 MW (thermal) by April 2012 at our Raigarh unit for merchant sales (financial closure in process).

We are undertaking an expansion at our coal Washery to raise our overall capacity by 3,40,000 tpa for Rs 60 cr (financial closure achieved).The construction of a 2.4-km railway siding has reduced transportation costs on the one hand and eased logistics on the other.

Credit Rating

Your Company retained its "BBB" rating by CARE for long-term/medium term debt and various Bank facilities sanctioned and/or availed by the Company. Facilities with "CARE B8B" rating are considered to offer moderate safety for timely servicing of debt obligation. Such facilities carry moderate credit risk.

The Rating Committee has reaffirmed the PR2 (PR Two) rating for short-term debt/facilities sanctioned and/or availed by the Company. Facilities with this rating

would have adequate capacity for timely payment of short- term debt obligation and carry higher credit risk.

The above rating continue to draw strength from the experience of the promoters, operational efficiency by virtue of having an integrated plant, production of value added products fetching higher margin, increasing profit level and moderate financial position.

Corporate Governance

A Management Discussion and Analysis Report, Corporate Governance Report, Company Secretary in practice Certificate regarding compliance of conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, forms part of the Annual Report.

Social Obligation

Your Company believe that immediately after customers, human resource is its most important capital and the same need to be empowered in all possible ways for achieving objectives slated from time to time. In this regard, employees are subjected to periodical trainings for upliftment of their skills and familiarisation with latest techniques and practices, provided with most conducive working environment and always kept motivated by extending compensation packages and benefits most competitive in the Steel Industry in India.

The Companys plants comply with all norms set up for clean and better

environment by the competent authorities. The Company undertakes regular checks / inspections including certification for the maintenance of the environment, health and safety. The Company values environmental protection and safety as the major considerations in its functioning. The Company has adequate effluent Treatment Plants to prevent pollution. The Company is continuously endeavoring to improve the quality of life in the communities surrounding its industrial complex.

Directors Responsibility Statement

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956) your directors hereby confirm that.-

i) In the preparation of the annual accounts for the year ended March 31. 2010, the applicable accounting standards have been followed and no material departures have been made from the same:

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year ended March 31, 2010 and the Profit of the Company for that period;

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

iv) The Directors have prepared the annual accounts on a going concern basis.

Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed and forms a part of this report.

Particulars of Employees

Particulars of Remuneration paid in excess of limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the year under review is as follows



Statement of the Employees pursuant to Section 217(2A) of the Companies Act 1956,

Name of Director Age in years Designation Date of

Employment

Mr. Puranmal Agrawal 59 Chairman cum 07.06.2007

B. Com Whole time

Director

Mr. Suresh 57 Managing Director 07.06.2007

Kumar Agrawal

B.E Mechanical

Name of Director Gross Experience Previous

Remuneration (Yrs) Employment

(Rs in Lacs)

Mr. Puranmal Agrawal 36.00 21 -

B. Com

Mr. Suresh 30.00 16 -

Kumar Agrawal

B.E Mechanical

Auditors

M/s. S.R Batliboi & Co., Chartered Accountants,, retire at the ensuing Annual General Meeting, and have expressed their willingness to be re appointed.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr. Manish Agrawal, Director of the Company will retire by rotation at the ensuing AGM and being eligible, offers himself for re- appointment.

Mr. Saket Agrawal, Director of the Company will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

Acknowledgements

Your Directors would like to acknowledge and place on record their sincere appreciation of all stakeholders- shareholders, banks, dealers, vendors and other business partners for the excellent support received from them during the year. Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board



Place: Kolkata Puranmal Agrawal

Date: 28th June 2010 Chairman

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Mar 31, 2009

We are delighted to present the report on our business & operations for the year ended March 31, 2009.

Financial Results

(Rs. In Lacs) 2008- 09 2007-08

Sales(Net of excise ) & other income 41386.89 37548.94

Profit Before Depreciation 5658.36 6779.78

Less: Depreciation 741.13 734.06

Profit Before Tax 4917.23 6045.72

Less: Fringe Benefit Tax 13.36 8.73

: Provision for Income Tax(Including earlier years) 257.13 726.07

: Provision for Deferred Tax 657.70 644.68

Net Profit 3989.04 4666.24

Add: Balance Brought Forward 7068.75 2402.51

Surplus carried to Balance Sheet 11057.79 7068.75

DIVIDEND

To conserve the resources for ongoing and future expansion projects, your directors are not recommending any dividend for the year under review.

OPERATIONAL REVIEW

The financial year 2008?09 has been eventful for your company with further momentum in improving operational efficiencies, laying strong foundation and building road map for modernization and expansion of steel plant with several new initiatives undertaken.

Your company achieved net turnover of Rs. 41386.89 lacs and profit before tax of Rs. 4917.23 lacs registering growth of 10.22% in turnover over previous year. Your company recorded net profit after taxes of Rs. 3989.04 lacs and earned cash profit before tax of Rs. 5387.87 lacs.

Captive Coal Block of Madanpur South Coal Company Limited, which was allotted to the Company by govt. of Chattisgarh is progressing as scheduled and should be commissioned in the year 2010?11.

With firm commitment and sustained efforts, your Company expects to maintain sustained growth in years to come.

PROJECTS & EXPANSION PLANS

a) Project commissioned during fy 2008?09

Pellet Plant having 3,00,000 MTPA capacity was commissioned on Trial basis in December 2008, and commerc ially in March 2009.

b) Project under progress

- Structural Rolling mill having capacity of 128000 MTPA

- 132 KVA Line.

- Raw material handling system

- 350 MTPA Sponge Iron Plant

- 18 MW Power Plant

- 383625 MTPA Coal Washry

- MSP Colony

- 30 MW Power Plant

CREDIT RATING

The rating for long-term/medium term debt and various Bank facilities sanctioned and/or availed by the Company has been assigned by Credit Analysis & Research Ltd. (CARE) as “CARE BBB –“(Triple B). “CARE BBB –” rating indicates adequate safety for timely servicing of debt obligations and moderate credit risk.

The rating for the short-term debt/facilities sanctioned and/or availed by the Company has been assigned as “PR2 ”. “PR2” rating indicates adequate capacity for timely payment of short-term debt obligations and high credit risk.

The ratings derive strength from experience of the promoters, operational efficiency by virtue of integrated plant, production of value added products fetching better margin,. moderate financial position with comfortable interest coverage, successful implementation of the ongoing projects and adequate backward integration.

CORPORATE GOVERNANCE

A Management Discussion and Analysis Report, Corporate Governance Report, Company Secretary in practice Certificate regarding compliance of conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, forms part of the Annual Report.

SOCIAL OBLIGATION

With the level of expansion going on in the Company, human resource assumes greater importance and has a significant place in the organizational structure. Well thought out plans can be executed and high value machinery and equipment can be operated only by human beings of appropriate knowledge, expertise and aptitude. A well manned Human Resource Department looks after the man power requirements, recruitments and training needs of the employees. Senior management reviews the personnel policies relating to remuneration packages, proper job distribution, career growth options and realization of personal aspirations of the employees. Emphasis is given to the overall development of the personality of individual employee and participation in sports and social activities is encouraged. Welfare schemes for employees and their families are run in the factories.

Your Company is fully aware of responsibility towards its own employees, their dependents and the local community within which the works are situated and to the people of Chattisgarh and India in general. Our driving objective has been to improve living and working condition of our large workforce and their dependents.

There has been a constant endeavor to interact with the workers on a day to day basis and promptly resolve issues that surface.

Personnel relationship with all employees remained cordial and harmonious throughout the year. Your director wishes to place on record their deep appreciation of the efficient and loyal services rendered by all staff and workforce of the company, without whose whole hearted efforts, such a good performance would not have been possible, in such difficult environment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956) your directors hereby confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2009, the applicable accounting standards have been followed and no material departures have been made from the same;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year ended March 31, 2009 and the Profit of the Company for that period;

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

iv) The Directors have prepared the annual accounts on a going concern basis.

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

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed and forms a part of this report.

PARTICULARS OF EMPLOYEES

Particulars of Remuneration paid in excess of limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the year under review is as follows

Statement of the Employees pursuant to Section 217(2A) of the Companies Act 1956,

Name & Age in Designation Date of Qualification years Employme nt

Mr. Puranmal 58 Chairman cum 07.06.2007 Agrawal Whole time B. Com- Director

Mr. Suresh Kumar 56 Managing 07.06.2007 Agrawal Director B.E Mechanical



Name & Gross Experienc Previous Qualification Remunera e(Yrs) Employ tion(Rs in ment Lacs)

Mr. Puranmal Agrawal B. Com? 36.00 20 ?

Mr. Suresh Kumar Agrawal B.E Mechanical 30.00 15 ?

AUDITORS

M/s. S.R Batliboi & Co., Chartered Accountants, , retire at the ensuing Annual General Meeting, and have expressed their willingness to be re appointed.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company’s Articles of Association, Mr. Amit Mehta, Director of the Company will retire by rotation at the ensuing AGM and being eligible, offers himself for re?appointment.

Mr. Navneet Jagatramka, Director of the Company will retire by rotation at the ensuing AGM and being eligible, offers himself for re?appointment.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their appreciation for the co?operation and assistance received from the Central Government, the Government of Chattisgarh, the financial institutions, banks as well as the shareholders during the year under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all the employees of the Company.

Place:: Kolkata For and on behalf of the Board

Sd/-

Date: 29th June 2009 Puranmal Agrawal

Chairman