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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Sharda Ispat Ltd.

Mar 31, 2024

The Board of Directors of Sharda Ispat Limited (''Company'') is pleased to present the Sixty third Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31^st March, 2024.

1. FINANACIAL RESULTS: (STANDALONE)

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

(Rs. in Lakhs)
Particulars	2023-24	2022-23
Gross Income	22,726.53	14,327.33
Profit Before Interest and Depreciation	2100.34	699.91
Less: Finance Charges	138.48	82.67
Gross Profit	1961.85	617.24
Less: Provision for Depreciation	84.99	79.88
Profit before Exceptional Item and Tax	1876.87	537.36
Net Profit Before Tax	1876.87	537.36
Less: Provision for Tax
a. Current Tax	(478.71)	(140.65)
b. Income Tax (earlier years)	(1.56)	0.27
c. Deferred Tax	0.64	2.48
Net Profit After Tax	1397.25	399.46
Balance of Profit / (Loss) Brought Forward	3175.34	2728.53
Other Comprehensive Income	87.54	47.35
Surplus Carried to Balance Sheet	4660.12	3175.34

2. STATE OF COMPANY''S AFFAIRS:

Discussion on the state of the Company''s affairs has been covered as part of the Management Discussion and Analysis. Management Discussion and Analysis for the year under review, as stipulated under SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

3. REVIEW OF PERFORMANCE:

Even in the Financial year 2023-24, the spill-over effects and negative global headwinds are continuing to impact the steel industry. These headwinds coupled with fluctuations in China''s steel output created volatility in both raw material prices as well as Steel prices. Further, inflationary pressures in major economies forced central banks to increase the interest rates which increased the cost of capital.

During Financial Year 2023-24, despite such a volatile & complex business environment, the Company has delivered extremely well results. During the year under review, the Company witnessed an increase in revenue by 58.62%. The Company achieved Revenue from operations Rs. 22,726.53 Lakh against Rs. 14,327.33 Lakh of the previous year. The gross income of Company stood at Rs.22,903.37 Lakh as compared to Rs. 14,449.72 Lakh in the previous financial year. The Profit before tax is Rs.1876.87 Lakhs against Rs. 537.36 Lakh in previous Financial Year 2022-23. The automotive sector is a key contributor to the Company''s business performance.

In the Financial year 2023-24, Commercial vehicles (CV) sales remained at a similar level to that of previous year at 1 Million vehicles. Passenger vehicles sales has seen a remarkable growth of 9% as compared to previous financial year 2022-23, with 4.89 Million vehicles sales, passenger vehicles have surpassed its previous best of 4.5 Million vehicles in previous financial year 2022-23. Increased auto sales would further improve the business performance of the Company in the coming years.

4. DIVIDEND:

In view of meeting Company''s working capital requirements for long-term sustainability in future, your directors took a prudent decision to plough back the profits into the business and not to recommend any dividend for the Financial Year 2023-24.

5. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for Financial Year 2023-24 in the statement of profit and loss.

6. DEPOSITS:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

7. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANY:

During the year under review, your Company does not have any Subsidiary, Joint Venture or Associate Company. Accordingly, a statement under the provisions of Section

129 (3) of the Companies Act, 2013, containing salient features of the financial statements of the Company''s subsidiary in Form AOC-1 is not enclosed.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

In the current financial year 2023-24, the Company has no unpaid/unclaimed dividend that is to be transferred to Investor Education and Protection Fund. Hence, the provisions of Section 125 of the Companies Act, 2013 do not apply.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

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. There was no change in the nature of the business of the Company during the year.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There was no change in the composition of the Board during the financial year 2023-24.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Smt. Poonam Sarda (DIN 00190512) Wholetime Director (Chief Financial officer) of the Company retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment.

The Board of directors recommends her appointment for consideration of the shareholders at Item no.2 of the Notice calling 63^rd Annual General Meeting.

Further, on the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company, in its meeting held on 13^th August, 2024 , subject to the approval of the members of the Company, have appointed Shri Prakash Soni (DIN: 01741631), Shri Mukund Mohta (DIN: 00580540) and Shri Govind Mantri (DIN: 00414922) as Independent Directors for first term of 5 years with effect from 13^thAugust, 2024.

Necessary resolutions for the above re-appointment/appointments are being made a part of the Notice convening the ensuing general meeting. Brief profile of Smt. Poonam Sarda, Shri Prakash Soni, Shri Mukund Mohta and Shri Govind Mantri, who are proposed to be re-appointed/appointed, nature of expertise, names of the companies in which they hold directorships, their shareholding in the Company and other relevant details are provided in the Corporate Governance Report forming part of the Annual Report.

The brief resume and other details relating to Smt.Poonam Sarda (DIN:00190512) who is proposed to be re-appointed, as required to be disclosed under Regulation 36 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in the annexure to the notice calling 63^rd Annual General Meeting.

None of the Directors of your Company are disqualified under the provisions of Section 164 (2)(a) and (b) of the Companies Act, 2013.

During the period under review, no Non-Executive Director of the Company had any pecuniary relationship or transactions with the Company.

Smt. Poonam Sarda was appointed as Director of the Company on 21.01.2010 and further as Whole-time Director on 01.04.2012 and has been continued as Woman Director of the Company.

As per the provisions of Section 2 (51) read with Section 203 of the Companies Act, 2013, the Board of Directors noted that Shri Nandkishore Sarda, (DIN 00229911) Chairman and Managing Director, Smt. Poonam Sarda, (DIN 00190512) Whole-time Director and Chief Financial Officer and Shri Amit B. Mundada (Company Secretary and Compliance officer) are the key managerial Personnel of the Company as on the date of this Board''s Report.

The Company has received the necessary declaration from each Independent Directors who are part of board confirming that:

a. He meets the criteria of independence as laid down in Section 149 (6) of the Companies Act, 2013 read with the schedules, rules made thereunder and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; and

b. Registered themselves with the Independent Director''s databank as per the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

In the opinion of the Board, there has been no change in the circumstances which may affect the status of Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Key Managerial Personnel

During the year under review, there was no change in the Key Managerial Personnel.

During the financial year 2023-24, the Nomination and Remuneration Committee formulated a process for effective evaluation of the performance of individual Directors, Committees of the Board and the Board as a whole, in accordance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board formally assesses its own performance after seeking inputs from all the Directors based on parameters which, inter alia, include Board composition and structure, effectiveness of Board processes, information and functioning, performance of the Board on deciding long term strategy planning, structure, composition and role clarity of the Board and Committees, discharging of governance and fiduciary duties, handling critical issues etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as composition of the committee, effectiveness of the committee meetings, information and functioning. The parameters for the performance evaluation of the Directors include contribution made at the Board / Committee meetings, attendance, instances of sharing best practices, domain knowledge, vision, strategy, etc.

In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also reviewed performance of the Chairman of the Board, taking into account the views of Executive and Non-executive Directors in the aforesaid meeting. The independent directors also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

12. REMUNERATION POLICY:Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by the Board of Directors at the Board meeting, subject to the subsequent approval of the Shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, positive attributes, industry standards as well as the financial position of the Company.

The remuneration of the Managing Director and Whole-time Director comprises Salary, contributions to provident fund, gratuity and leave encashment facility. The Company

does not have any stock option scheme. The tenure of the office of the Managing Director and Whole-time Director is 5 (Five) years. The Board has discretion to decide notice period of the Managing Director and Whole-time Director.There is no separate provision for payment of severance fees.

Remuneration to Non- Executive Directors:

The Non-Executive Directors are paid remuneration by way of sitting fees. The NonExecutive Directors are paid sitting fees for each meeting of the Board attended by them.

The details of Board and committee composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance Report that forms part of this Annual Report. The policy on Appointment and Remuneration of Directors, Key Managerial Personnel and other employees is posted on the website of the Company http: //shardaispat.com under the policy tab in Investor section.

13. FAMILIARIZATION PROGRAMMES FOR BOARD MEMBERS

The familiarization program aims to provide insights to the Independent Directors to understand the business of the Company. Upon induction, the independent directors are familiarized with their roles, rights and responsibilities. Your Company provides information to familiarize the Independent Diectors with the strategy, operations and functions of the Company.

The Independent Director/s, from time to time, request management to provide detailed understanding of any specific project, activity or process of the Company. The management provides such information and training either at the meeting of Board of Directors or otherwise.

At various Board Meetings, the Board Members are provided with information to help them understand the Company''s strategy /policies, business model, operations, products, markets, organization structure, finance, human resources, technology, quality, facilities and risk management, changes in the regulatory environment applicable to the corporate sector and to the industry in which it operates and such other matters as may arise from time to time.

Quarterly information on business performance, operations, safety, market scenario, financial parameters, working capital management, fund flows, senior management change, major litigation, compliances, donations, regulatory scenario etc.

The policy on familiarization programmes for Independent Directors is posted on the website of the Company http://shardaispat.com/investor/policy.

Pursuant to Section 134 sub-section (3) (c) and (5) of the Companies Act, 2013, the Board of Directors hereby states and confirms that:

(i) . In the preparation of the annual accounts for the year ended 31^st March, 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;

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

(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, 2013 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 âgoing concern ''basis.

(v) . 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

(vi) . 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.

15.AUDITORS AND THEIR REPORT:STATUTORY AUDITORS

M/s. Panpalia Taori & Co., Chartered Accountants, Nagpur were appointed as the statutory auditors of the Company at the 59^th Annual General Meeting (AGM) of the Company held on 11^th December, 2020 for a fixed first term of 5 years from the conclusion of 59^th Annual General Meeting until the conclusion of the 64^th Annual General Meeting to be held for the Financial Year 2024-25.

During the year 2023 - 2024, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time). The observations, if any, made by the Statutory Auditors in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2024 are self-explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc.; and do not call

for any further information(s)/ explanation(s) or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013. During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

COST AUDITORS

Pursuant to Section 148(1) of the Act, the Company is required to maintain cost records as specified by the Central Government and accordingly such accounts and records are made and maintained.

Pursuant to Section 148(2) of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is also required to get its cost accounting records audited by a Cost Auditor. Accordingly, the Board, at its meeting held on May 21, 2024, has on the recommendation of the Audit Committee, re-appointed M/s. Narendra Peshne & Associates, Cost and Management Accountants, Nagpur (Firm Registration Number:100269) to conduct the audit of the cost accounting records of the Company for financial year 2024-25. The remuneration payable to the Cost Auditors is subject to the ratification of the members in terms of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed before the members for ratification at the Item No.3 of the Notice convening ensuing Annual General Meeting. The due date for filing the Cost Audit Report of the Company for the financial year ended March 31, 2023, was September 30, 2023 and the Cost Audit Report was filed in XBRL mode on August 24, 2023.

SECRETARIAL AUDITORS:

M/s. Sunil Kumar Sharma and Associates, Practicing Company Secretaries, Nagpur were appointed as the Secretarial Auditors of the Company, for the Financial Year 2023-24.

The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors is attached as an Annexure â5â, which forms an integral part of the Board''s Report, do not contain any adverse remarks and qualifications, is self-explanatory and do not call for any further explanations by the Company.

With reference to the comment of the secretarial auditors regarding-

The Company has not paid listing fee to Calcutta Stock Exchange and the Status of the Company as viewed on the website of Calcutta Stock Exchange, is suspended.

The necessary clarification/ explanation on the qualification/ adverse remark in the Secretarial Audit Report is given below:

The Company has stepped up and is in the process to expel the suspension from Calcutta Stock Exchange.

Further, the Board of Directors of the Company at its Meeting held on 21^st May, 2024 has approved the re-appointment of, M/s. Sunil Kumar Sharma and Associates, Practicing Company Secretaries, Nagpur, as the Secretarial Auditors of the Company for the Financial Year 2024-25.

INTERNAL AUDITORS:

Pursuant to provisions of Section 138 of the Companies Act 2013 read with Companies (Accounts) Rules, 2014 the company has appointed M/s. LNJ & Associates, a firm of Chartered Accountants in practice from Nagpur as Internal Auditors of the Company for the Financial Year 2023-2024.

16. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (âCSRâ) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure â4â. of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Pursuant to the amendment in the provisions of Section 135 of the Companies Act, 2013, effective from 22^nd January, 2021, the requirement for the constitution of the Corporate Social Responsibility Committee shall not be applicable, where the amount to be spent by a company towards the Corporate Social Responsibility does not exceed fifty lakh rupees. The Board had dissolved the Corporate Social Responsibility Committee with effect from 11th November, 2022.

The CSR policy has been hosted on the Company''s website and is available on the link http://shardaispat.com/investor/policy under the head policies under the Investor''s section. It lays down the purpose of formulation of the policy, areas of focus, composition of Committee and CSR budget.

17. CORPORATE GOVERNANCE:

The Company aspires to reach highest standards of Corporate Governance and adhere to the Corporate Governance Requirements set out by SEBI. The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

The requisite certificate from the Practicing Company Secretary certifying compliance of the conditions of Corporate Governance is attached to Report on Corporate Governance.

NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2023-24 under review, 4 meetings of the Board of Directors of the Company were held on (i) 29^th May, 2023, (ii) 11^th August, 2023, (iii) 02^ndNovember, 2023 and (iv) ) 24^th January, 2024.

PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

The particulars of Loans given and investments made by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in financial statements (Ref. Notes No. 6 and 13). The loans given are utilized by the recipient for their business purposes. The Company has not extended corporate guarantee or securities granted on behalf of any other Company.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to the Financial Statements. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial information; complying with applicable statutes; safeguarding assets from unauthorized use; ensuring that transactions are carried out with adequate authorization and complying with Corporate Policies and Processes. Such controls have been assessed during the year, after taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India.

During the year, such controls were tested and no reportable material weaknesses in the design or operations were observed.Details on the Internal Financial Controls of the Company forms part of Management Discussion and Analysis.

RELATED PARTY TRANSACTIONS:

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm''s length and in the ordinary course of business to further the business interests of the Company. Prior approval of Audit Committee is obtained for related party transactions.

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of transactions with related parties, are provided in Form AOC-2, which is annexed herewith as Annexure â1â. Related party disclosures as per Ind AS have been provided in Note 34 to the Financial Statements. (Please refer Note No. 13,34,35 and 37 of the financial statements).

The policy on Related Party Transactions in line with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as approved by the Board is uploaded on the Company''s website at http://shardaispat.com under the head policy in Investor section.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The information on conservation of energy, technology absorption and foreign exchange outgo, as required to be disclosed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure â2â.

ANNUAL RETURN:

In accordance with Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2023, filed with Registrar of Companies, is available on the Website of the Company https://shardaispat.com/ and can be accessed at https://shardaispat.com/investor/annual-return/.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are given in Annexure â3â.

The details of top ten employees of the Company is annexed as Annexure â3-Aâ to this Report.

None of the Employee has drawn the remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

RISK MANAGEMENT:

Risk management, which aims at managing the impact of 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 short-term and longterm plans to mitigate any risk which could materially impact on the Company''s goals. This process of identifying and assessing the risks is a two-way process with inputs being taken from employees across the organization.

The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Company has in place Risk Management policy which takes care of risk identification, assessment and mitigation. There are no risks which in the opinion of the Board threatens the existence of the Company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of the Annual Report.The risk management policy of your Company is available on the website of the Company- http://shardaispat.com/investor/policy.

GENERAL:

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

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

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

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

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

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

6. During the financial year 2023-24, the Company has duly complied with the applicable Secretarial Standards, namely Secretarial Standard-1 (''SS-1'') on Meetings of the Board of Directors and Secretarial Standard-2 (''SS-2'') on General Meetings.

7. There are no such shares of the Company which are to be kept in the shares suspense account.

8. The Company has complied with provisions relating to the constitution of Internal Complaints committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

9. Under the Insolvency and Bankruptcy Code 2016, no applications were made during the financial year 2023-24 by or against the Company and there are no proceedings pending as at the end of the financial year.

10. The Company has not made any one time settlement with any of its lenders.

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

The disclosures/ information/ details disclosed/ given elsewhere in the annual report have not been repeated again in the Board''s Report for the sake of brevity. Members are requested to refer relevant sections for the information. All policies/ disclosures required to be disclosed on the website are available under the Investors'' section on the website of the Company at www.shardaispat.com.

ACKNOWLEDGEMENT:

The Board expresses its sincere gratitude to the shareholders, bankers/lenders, Investors, vendors, State and Central Government authorities and the valued customers for their support and look forward to their continued support in future. The Board also wholeheartedly acknowledges and appreciates the dedicated efforts and commitment of all employees of the Company.

Mar 31, 2023

Your Directors are pleased to present herewith their Sixty Second Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31^st March, 2023.

1. FINANACIAL RESULTS: (STANDALONE)

The Company''s financial performance for the year ended 31^st March, 2023 is summarised below.

(Rs.in Lakhs)

Particulars	2022-23	2021-22
Gross Income	14,327.33	11,989.57
Profit Before Interest and Depreciation	699.91	551.56
Less: Finance Charges	82.67	67.57
Gross Profit	617.24	483.99
Less: Provision for Depreciation	79.88	71.90
Profit before Exceptional Item and Tax	537.36	412.09
Net Profit Before Tax	537.36	412.09
Less: Provision for Tax
a. Current Tax	(140.65)	(110.25)
b. Income Tax (earlier years)	0.27	(4.19)
c. Deferred Tax	2.48	4.47
Net Profit After Tax	399.46	302.12
Balance of Profit / (Loss) Brought Forward	2728.53	1,957.49
Other Comprehensive Income	47.35	170.13
Surplus Carried to Balance Sheet	3175.34	2429.74

2. STATE OF COMPANY''S AFFAIRS:

3. REVIEW OF PERFORMANCE:

Financial Year 2022-23 was filled with challenging environment, supply chain concerns, steep rise in few commodities, increase in input raw material cost etc. However, better management of volatile prices, cost reduction initiatives & quality improvement helped the Company to continue its profitable journey.

Despite such a volatile & complex business environment, the Company has delivered extremely well results during Financial Year 2022-23. The Company achieved Revenue from operations Rs. 14,327.33 Lakh against Rs. 11,935.09 Lakh in financial year 202122. The gross income of your Company stood at Rs.14,327.33 Lakh as compared to Rs. 11,989.57 Lakh of the previous financial year.

The automotive sector is a key contributor to the Company''s business performance. Financial year 2022-23 has seen a remarkable growth of 34% in Commercial vehicles sector. Increased auto sales would further improve the business performance of the Company in the coming years.

4. DIVIDEND:

In view of meeting our Company''s working capital requirements for long-term sustainability in future, your directors took a prudent decision to plough back the profits into the business and not to recommend any dividend for the Financial Year 2022-23.

5. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for Financial Year 2022-23 in the statement of profit and loss.

6. DEPOSITS:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

7. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANY:

During the financial year ending 31^st March, 2023, the Company has no Subsidiary, Joint Venture or Associate Companies. Accordingly, a statement under the provisions of Section 129 (3) of the Companies Act, 2013, containing salient features of the financial statements of the Company''s subsidiary in Form AOC-1 is not enclosed.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

There are no material changes and commitments affecting the financial position of the Company between the 01^st April, 2023 and the date of this Report.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, the members approved by passing the Special and Ordinary resolutions through Postal Ballot Notice dated 21^st April, 2022.

1. The re-appointment of Shri Nandkishore Sarda, as Chairman and Managing Director of the Company for a period of five years with effect from 01^st April, 2022.

2. The re-appointment of Smt. Poonam Sarda as Director liable to retire by rotation. The members also approved her re-appointment as Whole-time Director of the Company for a period of five years with effect from 1st April, 2022.

The Board of directors recommends her appointment for consideration of the shareholders at item no.2 of the Notice calling 62^nd Annual General Meeting.

None of the Directors of your Company are disqualified under the provisions of Section 164 (2)(a) and (b) of the Companies Act, 2013.

During the period under review, no Non-Executive Director of the Company had any pecuniary relationship or transactions with the Company.

Smt. Poonam Sarda was appointed as Director of the Company on 21.01.2010 and further as Whole-time Director on 01.04.2012 and has been continued as Woman Director of the Company.

The Company has received the necessary declaration from each Independent Directors who are part of board confirming that:

b. Registered themselves with the Independent Director''s databank as per the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

Key Managerial Personnel

During the year under review, there was no change in the Key Managerial Personnel.

11. BOARD EVALUATION:

During the financial year 2022-23, the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of individual Directors, Committees of the Board and the Board as a whole, in accordance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board formally assesses its own performance based on parameters which, inter alia, include performance of the Board on deciding long term strategy planning, structure, composition and role clarity of the Board and Committees, discharging of governance and fiduciary duties, handling critical issues etc.

In a separate meeting of independent directors, the performance of the non-independent directors and the Board as a whole was evaluated. Additionally, they also reviewed performance of the Chairman of the Board, taking into account the views of Executive and Non-executive Directors. They also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board meeting and performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

12. REMUNERATION POLICY:

Remuneration to Executive Directors:

Remuneration to Non- Executive Directors:

The Non-Executive Directors are paid remuneration by way of sitting fees. The NonExecutive Directors are paid sitting fees for each meeting of the Board attended by them.

The details of Board and committee composition, tenure of directors, areas of expertise and other details are available in the Corporate governance report that forms part of this Integrated Annual Report. The policy on Appointment and Remuneration of Directors, Key Managerial Personnel and other employees is posted on the website of the Company http://shardaispat.com under the policy tab in Investor section.

13. FAMILIARIZATION PROGRAMMES FOR BOARD MEMBERS

information to familiarize the Independent Diectors with the strategy, operations and functions of the Company.

At various Board Meetings during the year, the Board Members are provided with information to help them to understand the Company''s strategy /policies, business model, operations, products, markets, organization structure, finance, human resources, technology, quality, facilities and risk management, changes in the regulatory environment applicable to the corporate sector and to the industry in which it operates and such other matters as may arise from time to time.

The policy on familiarization programmes for Independent Directors is posted on the website of the Company http://shardaispat.com/investor/policy.

14. DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134 sub-section (3) (c) and (5) of the Companies Act, 2013, the Board of Directors hereby states and confirms that:

(i) . In the preparation of the annual accounts for the year ended 31^st March, 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;

(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 affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

(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, 2013 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 âgoing concern ''basis.

(v) . 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

(vi). 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.

15.AUDITORS AND THEIR REPORT:

STATUTORY AUDITORS

M/s. Panpalia Taori & Co., Chartered Accountants, Nagpur were appointed as the statutory auditors of the Company at the 59th Annual General Meeting (AGM) of the Company held on 11^th December, 2020 for a fixed first term of 5 years from the conclusion of 59^th Annual General Meeting until the conclusion of the 64^th Annual General Meeting to be held for the Financial Year 2024-25.

The Auditors'' Report submitted by M/s. Panpalia Taori & Co., Chartered Accountants, Nagpur, the Statutory Auditors to the Members of the Company for the Financial Year 2022-23 do not contain any qualification. The observations made by the Statutory Auditors in their report are self-explanatory and have also been further amplified in the Notes to the Financial Statements and as such, do not call for any explanations.

During the Financial Year 2022-23 under review :

a) There has been no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended);

b) The observations made by the Statutory Auditors on the financial statements for the Financial Year 2022-23 under review including the affairs of the Company are selfexplanatory and do not contain any qualification, reservation, adverse remarks or disclaimer. As such, no specific information, details or explanations are required to be given or provided by the Board of Directors of the Company.

COST AUDITORS

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost and Management Accountant. As required under Section 148(1) of the Act, cost records are prepared and maintained by the Company.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the appointment of Shri. Deepak Khanuja, partner of M/s. Khanuja Patra & Associates, Cost and Management Accountants, Nagpur to conduct the audit of the cost accounting records of the Company for the financial year 2022-23 on the remuneration of Rs. 30,000/-. The shareholders had approved the remuneration payable to the Cost Auditor in the sixty first Annual General Meeting of the Company which was held in the financial year 2022-23.

Due to their preoccupation in other assignments, M/s. Khanuja Patra & Associates, Cost and Management Accountants, expressed their inability to do the cost audit of the cost records of the Company for the financial year 2022-23.

The Board of Directors of the Company in their meeting held on 29 ^th May, 2023 has on the recommendation of the Audit Committee, approved the appointment of Narendra Peshne & Associates, Cost and Management Accountants, Nagpur to conduct the audit of the cost accounting records of the Company for the financial year 2022-23 and 202324.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be ratified by the members of the Company. Accordingly, resolution seeking members ratification for remuneration to be paid to Cost Auditors is included at Item No.3 and 4 of the Notice convening Annual General Meeting.

SECRETARIAL AUDITOR:

M/s. Sunil Kumar Sharma and Associates, Practicing Company Secretaries, Nagpur were appointed as the Secretarial Auditors of the Company, for the Financial Year 2022-23.

The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors is attached as an Annexure - 4, which forms an integral part of the Board''s Report.

With reference to the comment of the secretarial auditors regarding-

The Company has not paid listing fee to Calcutta Stock Exchange and the Status of the Company as viewed on the website of Calcutta Stock Exchange, is suspended.

The necessary clarification/ explanation on the qualification/ adverse remark in the Secretarial Audit Report is given below:

The Company has stepped up and is in the process to expel the suspension from Calcutta Stock Exchange.

Further, the Board of Directors of the Company at its Meeting held on 29th May, 2023 has approved the re-appointment of, M/s. Sunil Kumar Sharma and Associates, Practicing Company Secretaries, Nagpur, as the Secretarial Auditors of the Company for the Financial Year 2023-24.

16. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the amendment in the provisions of Section 135 of the Companies Act, 2013, effective from 22^nd January, 2021, the requirement for the constitution of the Corporate Social Responsibility Committee shall not be applicable, Where the amount to be spent by a company towards the Corporate Social Responsibility does not exceed

fifty lakh rupees. During the year under review the Corporate Social Responsibility Committee provisions were not applicable to the Company as its Profits before taxation for the preceding 3 financial year''s viz. 2019-2020 to 2021-2022 were less than Rs. 5.00 crores. The Board was decided to dissolve the Corporate Social Responsibility Committee with effect from 11th November, 2022.

During the year under Review, the Company is not required to spend any amount on Corporate Social Responsibility activities.

17. CORPORATE GOVERNANCE:

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Practicing Company Secretary confirming compliance and a certificate of non-disqualification of directors forming an integral part of the Board''s Report of the Company.

18. DISCLOSURES

NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2022-23 under review, 6 meetings of the Board of Directors of the Company were held on (i) 21^st April , 2022, (ii) 30th May, 2022, (iii) 12^th August, 2022, (iv) 26^th September, 2022, (v) 11^th November, 2022 and (vi) 30^th January, 2023.

PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

The particulars of Loans given and investments made by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in financial statements (Ref. Notes No. 6 and 13). The loans given are utilized by the recipient for their business purposes. Your Company has not extended corporate guarantee or securities granted on behalf of any other Company.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operations were observed. (Refer MD & A para Internal Control Systems and Their Adequacy for detail analysis.)

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. All contracts or arrangements entered into by the Company with Related Parties during the financial year were on an arm''s length basis and in the ordinary course of business.

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of transactions with related parties, are provided in Form AOC-2, which is annexed herewith as Annexure â1â. Related party disclosures as per Ind AS have been provided in Note 35 to the Financial Statements. (Please refer Note No. 13 and 37 of the financial statements).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

ANNUAL RETURN:

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company have been uploaded on the Company''s website shardaispat.com and can be accessed at weblink http://shardaispat.com/wp-content/uploads/2023/03/Form_MGT_7-2023.pdf.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required to be provided pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are given in Annexure-3.

The details of top ten employees of the Company is annexed as Annexure 3-A to this Report.

None of the Employee has drawn the remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

RISK MANAGEMENT:

The risk management policy of your Company is available on the website of the Company- http://shardaispat.com/investor/policy.

GENERAL:

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

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

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

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

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

6. During the financial year 2022-23, the Company has duly complied with the applicable Secretarial Standards, namely Secretarial Standard-1 (''SS-1'') on Meetings of the Board of Directors and Secretarial Standard-2 (''SS-2'') on General Meetings.

7. There are no such shares of the Company which are to be kept in the shares suspense account.

9. Under the Insolvency and Bankruptcy Code 2016, no applications were made during the financial year 2022-23 by or against the Company and there are no proceedings pending as at the end of the financial year.

10. The Company has not made any one time settlement with any of its lenders.

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

ACKNOWLEDGEMENT:

The Board expresses its sincere gratitude to the shareholders, bankers/lenders, Investors, vendors, State and Central Government authorities and the valued customers for their continued support. The Board also wholeheartedly acknowledges and appreciates the dedicated efforts and commitment of all employees of the Company.

For and on behalf of the Board of Directors

Sd/-

Date: 11.08.2023 Nandkishore Sarda

Place: Nagpur Chairman & Managing Director

DIN:00229911 Address: Plot No. 32, Cement Road, Shivaji Nagar, Shankar Nagar, Nagpur-440010

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting 53rd annual report on the business and operations of your company along with the summary financial statements for the year ended 31st March, 2014.

1) FINANCIAL RESULTS :

(Amt. in Rs.)

Sr.N Particulars FY 2013-14 FY 2012-13 1 Sales and Service Charges 737,675,898 802,682,485

2 Profit before Interest and Depreciation 22,928,825 23,802,772

3 Less: Interest and Finance Charges 15,230,041 13,543,513

4 Less: Depreciation 7,411,208 7,066,027

5 Profit after Interest and Depreciation 287,576 3,193,232 6 Less :Provision for Taxation

a) Current Tax 2,050,000 2,855,000

b) Income Tax (Earlier Years) 88,133 328,169

c) Deferred Tax (2,067,535) (117,203)

7 Net Profit after Taxation 216,978 127,266

8 Add Brought forward Balance of Loss (2,144,783) (2,272,049)

9 Surplus or Deficit carried over to Balance Sheet (1,927,805) (2,144,783)

2. REVIEW OF OPERATIONS & FUTURE OUTLOOK:

The financial year 2013-2014 has been a challenging year with subdued economic growth, due to higher inflation, higher interest rates, lower industrial growth and lower investments in the country, along with poor condition of the global economy. The said causes have affected the growth of the industry limiting the product demand with compressed margin.

During the year under review, despite the adversities the production performance of the Company has been almost at par as compared to the previous year. However, the lower demand for the products and the high cost of raw materials have been the main causes bringing the financial performance of the Company at marginal level.

During the period, the Company witnessed the sales turnover of Rs. 8284.83 Lacs (Own Unit 8242.52 Lacs and Conversion / Service 42.30 Lacs) as against Rs. 9018.41 Lacs (Own unit: 8997.89 Lacs and Conversion / Service 20.52 Lacs) during the previous year. After providing Rs. 74.11 Lacs for depreciation and Rs.152.30 Lacs against interest and further providing Rs. 70,598/- towards taxation (Net), the Company posted net profit after tax of Rs. 2.17 Lacs as against Rs. 1.27 Lacs during the previous year.

Looking to the positive signs the businesses are presently reflecting your Directors look forward to better market conditions in the steel sector of the country. The Indian economy is expected to perform comparatively well in the coming years. With a stable government at the centre, significant policy changes are anticipated in the near future. The government focus on infrastructure development, more foreign direct investment inflow and more transparency in governance is likely to significantly increase the business confidence in the country.

Improving automobile and consumer durable sectors are expected to raise the flat steel demand compared to last year, while long steel demand is expected to fare relatively better due to an uptick in construction activities and the planned infrastructure growth.

3. DIRECTORS:

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Shri H.K. Dass, Shri R.P. Mohanka and Shri Ramesh Mantri as Independent Directors of the Company. The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the said Clause 49. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

In accordance with the requirements of the Act and the Articles of Association of the Company, Smt. Poonam Sarda retires by rotation and is eligible for re-appointment.

4. PUBLIC DEPOSITS:

The Company has not invited or accepted any public deposit during the year under review.

5. AUDITORS'' REPORT & AUDITORS:

The Auditor''s Report and its Annextures are self-explanatory. M/s Loya Bagri & Co., Chartered Accountants, Nagpur retire as Statutory Auditors of the Company at the conclusion of 53rd Annual General Meeting and are eligible for re-appointment.

Clause No. (7) of the Auditor''s Report needs explanation:

Steps are being taken to make necessary application to the Company Law Board/Regional Director for composition of the irregularities in that behalf.

6. LISTING OF SECURITIES:

The Shares of the Company continued to be listed at the stock exchanges namely Bombay, Ahmadabad, Kolkataand Pune. The Company has made due payment of the listing fees in respect of the financial year 2014-2015.

7. PARTICULARS OF EMPOYEES :

The particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, need not to be furnished as none of the employees was in receipt of remuneration exceeding the prescribed limits.

8. CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE:

The information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, is given in the Annexure forming part of the report.

9. DIVIDEND:

Due to inadequate profit, your Directors express their inability to recommend any dividend for this year.

10. CORPORATE GOVERNANCE :

A section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is given herein after separately and forms part of this Annual Report.

11. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956 your Directors to the best of their knowledge and belief hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure.

ii) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2014.

iii) Proper and sufficient care has been taken 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 annual accounts have been prepared on a ''going concern'' basis.

12. DEMATERIALIZATION OF SHARES:

The Company has established electronic connectivity with both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through the Registrar & Transfer Agent of the Company M/s Adroit Corporate Services Private Limited. As on 31.03.2014, 24,76,440 shares have been dematerialized representing 48.78% of the total shares of the Company. The International Securities Identification Number (ISIN) of the Company is INE 385M01012.

13. NDUSTRIAL RELATIONS;

During the period under review, the industrial relations have been cordial.

14. ACKNOWLEDGEMENTS:

Your directors are pleased to place on record their sincere gratitude to Nagpur Nagrik Sahakari Bank Limited and other Bankers of the Company for their continued financial assistance and co-operation extended to the Company during the year.

The Directors wish to convey their appreciation to all of the Company''s employees for their sincere efforts as well as their collective contribution to the Company''s performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors

Place : Nagpur Date : 11.08.2014 N.K.Sarda Chairman & Managing Director

Mar 31, 2012

To the Members of SHARDA ISPAT LIMITED

The Directors are pleased to present the 51st Annual Report and the Audited Statement of Accounts

for the year ended 31st March, 2012.

1. REHABILITATION SCHEME & FINANCIAL RESULTS :

The Rehabilitation Scheme sanctioned to the Company by Hon'ble Board For Industrial and Financial Reconstruction (BIFR) vide their Order dated 23.02.2010 has been successfully implemented by the Company.

During, the year under review, the Company running its Plant at Kamptee Road, Nagpur (New Unit) witnessed the following financial results :-

FINANCIAL RESULTS:

Rs. Rs. (in '000') (in '000')

SALES AND SERVICE CHARGES 559,015

Gross Profit before interest, Depreciation, Taxation Provisions & Extra Ordinary Items 259,41

Profit Before Taxation 259,41

Less:

Depreciation 6,898

Interest 13,169

Current Income Tax 3,650

Earlier Year Income Tax 7

Deferred Tax (1,679) 220,45

Net Profit After Taxation 3,896

Add: Brought forward balance of loss (6,168)

Loss carried to Balance Sheet 2,272

2) REVIEW OF OPERATIONS:

During the period under review, despite persistent recession in the steel market of the country the Company has registered a remarkable growth in its operational performance but due to enormous hike in input prices the Company has been unable to post the optimal financial results.

Nevertheless, the Company witnessed a sales turnover of Rs. 6,121.71 Lacs (Own unit: Rs. 5852.62 Lacs and Conversion/Service Rs. 269.09 Lacs) ( 20014 MT) as against Rs. Rs. 3875.30 Lacs (Own unit: Rs. 3,250.06 Lacs and Conversion/Service Rs. 625.24 Lacs) (26399 MT) during the last financial year representing accordingly a growth of 57.97% over the previous year. After providing Rs. 131.69 Lacs towards interest and Rs. 68.98 Lacs for depreciation and further adjusting Rs. 19.78 against income tax (net) the Company earned net profit after tax of Rs. 38.96 Lacs as against Rs. 35.79 Lacs during the previous year.

As pointed out above the profitability is not in commensuration with the turnover due to adverse market conditions especially higher prices of oil and raw materials apart from high cost of interest..

3) DIRECTORS:

For implementing the Rehabilitation scheme sanctioned by Hon'ble BIFR date 23.02.2010 the composition Board of Directors was to be restructured. Accordingly, Shri J. K .Sarda Ã Shri Ghanshyam Sarda and Shri. AK Mukherjee have been ceased to be Managing Director, Whole Time Director and Director of the Company by resignation respectively. Their resignations were duly accepted by the Board at their meeting held on 30.05.2012 effective from 01.04.2012.The Board records its sincere appreciation of the valuable contribution and learned advice rendered by these outgoing directors during their tenure as Managing Director, Whole Time Director and Director of the company.

Shri. H.K. Dass and Shri. Ramesh Mantri, retire by rotation and being eligible, offer themselves for re-appointment.

4) FIXED DEPOSITS:

Your company has not invited accepted any fixed deposit during the year under review and no deposit was outstanding as on March 31,2012.

5) AUDITORS'REPORT & AUDITORS:

The Auditor's Report and its Annexure are self-explanatory. M/s Loya Bagri & Co. Chartered Accountants retire as statutory Auditors of the Company at the conclusion of 51st Annual General Meeting and are eligible for re-appointment. The audit committee and the Board recommended the re-appointment of M/s Loya Bagri & Co., Chartered Accountants, as Statutory Auditor of your company.

6) LISTING OF SECURITIES:

The Shares of the Company continued to be listed at the stock exchanges namely Bombay, Ahmadabad, Kolkata, and Pune. The Company has made due payment of the listing fees in respect of the financial year 2012-2013. As already reported the Company has, however, decided to delist its shares from Ahmadabad, Kolkata, and Pune exchange due to non-trading of shares of the Company on these exchanges. Presently the application made to them for delisting is in process.

7) PARTICULARS OF EMPOYEES:

The particulars of employees as required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not furnished as none of the employees was in receipt of remuneration exceeding the prescribed limits.

8) CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE:

The information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies ( Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, is given in the Annexure forming part of the report.

9) DIVIDEND:

In view of meeting out working capital requirements of the Company in ensuing year, your Directors express their inability to recommend any dividend for this year.

10) CORPORATE GOVERNANCE:

A section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is given herein after separately and forms an integral part of this Annual Report.

11) DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956 your Directors to the best of their knowledge and belief hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure.

ii) The Directors had selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year as on 31.03.2012 and of the profit/loss the company for that year.

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

iv) The Director had prepared the annual accounts on a 'going concern' basis;

12) DEMATERIALIZATION OF SHARES:

The Company has established electronic connectivity with both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through the Registrar & Transfer Agent of the Company M/s Adroit Corporate Services Private Limited. As on 31.03.2012, 24,41,940 shares have been dematerialized representing 48.10 % of the total shares of the Company. The International Securities Identification Number (ISIN) of the Company is INE 385M01012.

13) INDUSTRIAL RELATIONS;

During the period under review, the industrial relations have been cordial.

14) ACKNOWLEDGEMENT:

Your directors are pleased to place on record their sincere gratitude to Nagpur Nagrik Sahakari Bank Limited and other Bankers of the Company, various Government Departments, Financial Institutions and Business Associates for their continued financial assistance, co-operation and guidance extended to the Company during the year.

The Directors express their deep appreciation for the devoted and sincere efforts put in by the workers, staff and officers in the Company during the year. The Directors are also grateful to all the shareholders for their continued faith in the Company.

For and on behalf of the Board of Directors

Poonam Sarda Whole-Time Director

N.K. Sarda Chairman & Managing Director

Place: Nagpur Date : 01.08.2012

Mar 31, 2011

To the Members of SHARDA ISPAT LIMITED

The Directors are pleased to present the 50th Annual Report and the Audited Statement of Accounts for the year ended 31sl March, 2011:

REHABILITATION SCHEME & FINANCIAL RESULTS :

The Rehabilitation Scheme sanctioned to the Company by Hon'ble Board For Industrial and Financial Reconstruction (BIFR) vide their Order dated 23.02.2010 has almost been implemented by the Company.

Accordingly, the financial results of the Company in respect of the year under review pertains to the single demerged unit of the Company i.e. New Unit situated at Kamptee Road Nagpur.

FINANCIAL RESULTS:

Rs. Rs.

SALES AND SERVICE CHARGE 38,75,29,9431-

Gross Profit before interest, 2,15,72,857/-

Depreciation, Taxation Provisions & Extra Ordinary Items

Add: Extra Ordinary Items Nil

Gross Profit After Extra Ordinary Items 2,15,72,857/-

Less: Prior Year Adjustment (Net) 12.000/-

Profit Before Taxation ' 2,15,60,857/-

Less:

Depreciation 68,11,323/-

Interest 1,08,63,767/-

Taxation 3,05,984/-

1,79,81,074/-

Net Profit After Taxation 35,79,783/-

Add :Brought forward balance of tees (2,38,27,222-)

Loss carried to Balance Sheet 2,02,47,433/-

2. REVIEW OF OPERATIONS:

Like the previous year this year also ended with an inflationary trend in input price; with overall rise in demand for products.

With due implementation of the staid Hon'ble BIFR Order the Company has actually :taken over and carried out the business and operations of the demerged New Unit of the Company. The financial results for the period under review therefore pertains to the single Unit i.e. New Unit at Kamptee Road, Nagpur which was retained by Company in pursuance of the Rehabilitation Scheme. As such the last year financial results were also prepared for the said New Unit only but on the [basis of revision/ trifurcation of the results of all the three units of the Company. This year financial results are therefore comparable with the previous year.

As can be seen from the above! the Company achieved sales turnover of Rs.3875.29 (Ownunit :3,250.05 Lacs and Co-Aversion / Service Rs.625.24 Lacs) Lacs (25229M1) and Conversion Services : Rs. 625.214 Lacs as against Rs.2470.94 Lacs (7206.654 Ml) and Conversion Services Rs. 451.37 Lacs during the last year respectively, registering thereby the growth in turnover of 30.84ÃÂ°/d over the previous year. After providing Rs.68.11 Lacs for depreciation and Rs.108.64 Lacs against interest and further adjusting Rs.3.04 Lacs towards taxation, the Company darned net profit after tax of Rs.35.80 Lacs as again Rs.59.80 Lacs during the previous year.

The decline in profits despite higher sales turnover has been primarily due to higher )races of raw materials resulting in marginal profits, apart from other increased costs.

3. DIRECTORS :

Smt. Poonam Sarda and Shri. Rajendra Prasad Mohanka, retire by rotation and being eligible, offer themselves for re-appointment.

4. FIXED DEPOSITS :

The Company did not accept any [fixed deposits during the year under review.

5. SHARE CAPITAL:

In terms of the provisions of Clause 8.6.1 read with Clause 9(a) of the Sanctioned shame approved by Hon'ble BIFR vide this is Order dated 23.02.2010, the promoters of the Company were obliged to infuse in the Company the funds to the extent of Rs.85.10 Lacs by way of equity.

Accordingly the Board of Directors of the Company at their meeting held on 31.0; .2011 issued and allotted on preferential basis the 8,51,000 equity shares of Rs.10/- each, credited as fully paid up, aggregating to Rs.85,10,000/-, to the promoters of the Company. As a result the paid up share capital of the Company has been increased from Rs. 4,22,58,000/- to Rs.5,07,68,000/J divided into 50,76,800 equity shares of Rs.10/-, full / paid up. It is worth noting that the said issue of equity shares to the promoters was directed by Hon'ble BIFR to be made irrespective of all the applicable provisions of the Company s Act, 1956 and the SEBI, Stock Exchange Rules & Regulations. Further, the Company has made application to Bombay Stock Exchange for listing of these additional equity shares, which is presently under their consideration

6. AUDITORS' REPORT & AUDITORS :

The Auditor's Report and its Annexure are self-explanatory. M/s Loya Barge & Co. Chartered Accountants retire as Statutory Auditors of the Company at the conclusion of 50 Annual General Meeting and are legible for re-appointment.

7. LISTING OF SECURITIES :

The Shares of the Company are [presently listed at the stock exchanges namely Mumbai, Ahmedabad, Kolkata, and Pune. The Company has made due payment of the listing fees to all Stock exchanges in respect of [the financial year 2011-2012. However, the Company has applied for delisting of its shares from Pune Stock Exchange, Ahmadabad Stock Exc hange and The Calcutta Stock Exchange. The Company proposed to duelist its shares due the high cost of the Company's shares or these exchanges and therefore to save the excess funds payable on account of listing fees every year.

8. PARTICULARS OF EMPOYES :

The particulars of employees as required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1$ 75 as amended, are not furnished as (none of the employees was in receipt of remuneration exceeding the prescribed limits.

9. CONSERVATION OF ENERGJY, TECHNOLOGY, FOREIGN EXCHANGE :

The information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies ( Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, is |even in the Annexure forming part of the report.

10. DIVIDEND:

In view of meeting out working capital requirements of the Company in ensuing year, your Directors express their inability to recommend any dividend for this year.

11. CORPORATE GOVERNANCE:

A section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is given herein after separately and forms part of this Annual Report.

12. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to section 217 (2AA) of {he Companies Act, 1956 your Directors to the best their knowledge and belief hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure.

ii) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2011.

iii) Proper and sufficient care has been taken for the maintenance of adequate according 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 annual accounts have been prepared on a 'going concern' basis;

13. R&TAGENT:

The entire work relating to share transfer and other allied matters in that behalf is looked after by the R & T Agent of the company i.e. M/s Adroit Corporate Services Private United, Mumbai

14. SECREATRIAL COMPLIANC CERTIFICATE :

The Company has obtained secretarial compliance certificate from Vilas Nichat, Practicing Company Secretary, Nagpur and the same is attached hereto forming part of this Directors' Report.

15. ACKNOWLEDGEMENT:

Your directors express their gratis jade to Nagpur Nagrik Sahakari Bank Limited and other Bankers of the Company, various is Government Departments, Financial Institution; and Business Associates for their Continued financial assistance, co-operation and guidance extended to the Company during the year.

The Directors express their thanks for the sincere and dedicated efforts put n by the workers, staff and officers doing the year. The Directors are also grateful to all the shareholders for their continued faith and confidence reposed in the Company.

For and on behalf of the Board of Director s

Place: Nagpur N.K. Sarda PoonamSarda

Date: 29.08.2011 Chairnian & Managing

Director Director

Mar 31, 2010

The Directors are pleased to present the 49th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2010:

1. REHABILITATION SCHEME & FINANCIAL RESULTS :

At the outset your Directors would like to inform that as already reported, the Company was referred to the Board For Industrial and Financial Reconstruction (BIFR) as a sick company for its revival and rehabilitation. With due consideration of the application and the representations made by the Company in that behalf theHonble BIFR has made an order on 21.01.2010 where under the Bench sanctioned the Rehabilitation Scheme (i.e. Sanctioned Scheme) with Demerger Scheme being part of it with cut off date 31.03.2008

Under the said Scheme the 2 Nos. Units of the Company i.e. Old Unit situated at Kamptee Road, Nagpur & Unit situated at Hingna , Nagpur, are demerged and, the third Unit i.e. New Unit situated at Kamptee Road Nagpur is retained by the Company.

Accordingly, effective from the appointed date 01.04.2008 the assets and liabilities of the said Demerged Units are transferred to the Resultant Companies as under:

Old Unit at Kamptee Road, Nagpur transferred to Sharda Ispat Industries Limited

Hingna Unit at Hingna, Nagpur transferred to Sarda Ispat Limited

And the assets and liabilities of the New Unit at Kamptee Road, Nagpur are remained with the Company.

In fact the Company has been preparing a single Balance Sheet for all the three units till 31.03.2009. However, the Honble BIFR Order provides for the demerger of the Units of the Company effective from the appointed date 01.04.2008. Hence the Balance Sheet of the Company as on 31.03.2009 prepared for all the three units, as already approved by the Board on 17.08.2009 and adopted by the Company at the AGM held on 30.09.20009, has been revised and as a result the Revised Balance Sheet of the Company as on 31.03.2009 and the Balance Sheet as on 31.03.2010 states the assets and liabilities pertaining to the New Unit at Kamptee Road, Nagpur only. Resultantly the financial results of the Company for the financial year under review are as under:

FINANCIAL RESULTS:

Rs. Rs.

SALES AND SERVICE CHARGES 29,22,30,571

Profit before interest, depreciation, 1,85,25,148 tax & Extra Ordinary Items

Add: Extra Ordinary Items Nil

Profit after Extra Ordinary Items 1,85,25,148

Less: Prior year adjustment (Net) 70,645

Profit before tax 1,84,54,503

Less:

Depreciation 67,39,706

Interest 46,34,874

Taxation 11,00,000

1,24,74,580

Net profit after tax 59,79,923

Add : Brought forward balances (3,30,70,800)

Balance carried to Balance Sheet (2,70,90,877)

2. REVIEW OF OPERATIONS :

The year under review witnessed a rising trend in the steel prices and its demand as well.

Nevertheless, the Company posted sales turnover of Rs. 2922.31 Lacs (7025 MT) with total expenditure of Rs. 2884.65 Lacs. The expenditure incurred on account of interest and depreciation amounts to Rs. 113.75 Lacs and the profit before tax is Rs. 70.80 Lacs. After providing Rs. 11.00 Lacs for income tax, the Company earned net profit after tax ofRs. 59.80 Lacs.

3. DIRECTORS:

Your Directors deeply regret to report about the sudden demise of Shri. J. C. Saboo, the Director of the Company, on 01.11.2009. The support and co-operation that he rendered during the critical period of the Company is worth remembering and is still being remembered by the Board.

The Board of Directors of the Company take on record the sincere appreciation of the invaluable guidance he extended to the Company from time to time during his tenure.

Shri H.K. Dass and Shri. A. K. Mukherjee retire by rotation and being eligible, offer themselves for re-appointment.

4. FIXED DEPOSITS:

The Company did not accept any fixed deposits during the year under review. No deposits were outstanding as on 31.03.2010.

5. SHARE CAPITAL:

In terms of the provisions of Clause (19)(b) of the Demerger Scheme read with Clause (9) (e) of the Sanctioned Scheme approved by the Honble Board For Industrial and Financial Reconstruction (BIFR) vide their Order dated 23.02.2010, the 24,200 equity shares of Rs. 10/- each, partly paid-up, of the Company stands forfeited for non-payment of allotment money. Consequently the paid-up share capital of the Company has been reduced from Rs. 4,23,79,000/- to Rs. 4,22,58,000/- comprising of 42,25,800 equity shares of Rs. 10/- each, credited as fully paid up.

6. AUDITORS REPORT & AUDITORS :

The Auditors Report and its Annexures are self-explanatory. M/s Loya Bagri & Co. Chartered Accountants retire as statutory Auditors of the Company at the conclusion of 49th Annual General Meeting and are eligible for re-appointment.

7. LISTING OF SECURITIES:

The Shares of the Company are presently listed at the stock exchanges namely Mumbai, Ahmedabad, Kolkata, and Pune. The Company has made the due payment of the listing fees to all Stock exchanges in respect of the financial year 2010-2011.

8. PARTICULARS OF EMPOYEES :

The particulars of employees as required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not furnished as none of the employees was in receipt of remuneration exceeding the prescribed limits.

9. CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE :

The information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies ( Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, is given in the Annexure forming part of the report.

10. DIVIDEND:

In view of meeting out fund requirements of the Company in the ensuing year, your Directors express their inability to recommend any dividend for this year.

11. CORPORATE GOVERNANCE:

A section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is given herein after separately and forms part of this Annual Report.

12. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to section 217 (2AA) of the Companies Act, 1956 your Directors to the best of . their knowledge and belief hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure.

ii) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2010.

iii) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;

13. ELECTION OF CHAIRMAN OF BOARD :

During the year under review the Board of Directors of the Company at their meeting held on 21.01.2010 appointed Shri. N.ICSarda, Joint Managing Director as the Chairman of the Board for the period till otherwise resolved and accordingly his designation has been changed from Joint Managing Director to Chairman & Managing Director effective from 21.01.2010.

14. R&TAGENT:

The entire work relating to share transfer and other allied matters in that behalf is looked after by the R & T Agent of the Company i.e. M/s Adroit Corporate Services Private Limited, Mumbai

15. REVISED BALANCE SHEET OF THE COMPANY FOR YEAR ENDED 31.3.2009:

In view of giving effect to the Honble BIFR Order it is necessary to approve and adopt the Revised Balance Sheet of the Company as on 31.03.2009. Your Directors therefore recommend that the said Balance Sheet as revised, be approved and adopted.

16. SECREATRIAL COMPLIANCE CERTIFICATE :

By reason of amendments taken place in the provisions of the Companies (Appointment And Qualification of Secretary) Rules,1988, the Company was required to obtain a secretarial compliance certificate from the Secretary in whole-time practice in respect of this financial year, under Rule 3 of the Companies (Compliance Certificate) Rules, 2001. Accordingly, the Company has obtained the certificate from Vilas Nichat, Practising Company Secretary, Nagpur and the same is attached hereto forming part of this Directors Report.

17. ACKNOWLEDGEMENT:

Your directors are grateful to various Government Departments, Banks, Financial Institutions and Business Associates for their continued co-operation and guidance extended to the Company during the year.

The Directors express their thanks for the sincere and dedicated efforts put in by the workers, staff and officers during the year. The Directors are also grateful to all the shareholders for their continued faith in the Company.

For and on behalf of the Board of Directors

Place: Nagpur Date: 24.08.2010

N.K.Sarda J.K.Sarda

Chairman & Managing Director Managing Director

Mar 31, 2009

The Directors are pleased to present the 48th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2009.

1. FINANCIAL RESULTS:

Rs. Rs.

SALES AND SERVICE CHARGES 101,17,94,558/-

Gross Profitbefore interest, 8,92,61,681/-

Depreciation, Taxation Provisions & Extra Ordinary Items

Add: Extra Ordinary Items 22,36,95,225/-

Gross Profit After Extra Ordinary Items 31,29,56,906/-

Add: Prior Year Adjustment 4,69,100/-

Less:

Depreciation 96,34,683/-

Interest 95,23,404/-

Taxation Provision /Adjustment 1,22,050/-

1,92,80,137/-

Net Profit After Taxation Provision 29,41,45,869/-

Add: Brought forward balance of loss (27,81,67,649/-)

Profit carried to Balance Sheet 1,59,78,220/-

2. REVIEW OF OPERATIONS:

During the year under review the global recession has also affected the Countrys iron and steel market considerably. As a result the overall demand for the steel was fallen drastically. In spite of such recessionary period the Company could witness the encouraging results. In fact, the Company posted sales turnover of Rs. 11272.75 Lacs (Own Unit: Rs. 10093.94 Lacs & Conversion Services: Rs. 1178.81 Lacs) (66994 MT) as against Rs. 11389.72 Lacs (Own Unit: Rs. 10307.72 Lacs & Conversion Services Rs. 1082.00 Lacs) (69006 MT) during the previous year.

The Management has made one time settlement with Industrial Bank of India, IFCI Ltd., and State Bank of India by making payment in installments. The settlements so done have relieved the Company from the liability of Rs. 2816.57 Lacs out of which the amount of Rs.2236.95 Lacs is against interest liability which had been provided for in the accounts. The said amount is therefore credited to Profit & Loss Account as an Extra Ordinary Items. The balance amount i.e. Rs. 579.62 Lacs is against principal and the same is transferred to Capital Reserve Account.

Accordingly, the gross profit after the aforesaid Extra Ordinary Items was Rs. 3129.57 Lacs . After providing Rs. 96.34 Lacs for depreciation and Rs. 95.23 Lacs against interest and further Rs. 1.22 Lacs for income tax, the Company earned net profit after tax of Rs. 2941.46 Lacs as against Rs. 226.87 Lacs during the previous year.

3. DIRECTORS:

Shri. J.C. Saboo and Shri H.K. Dass retire by rotation and being eligible, offer themselves for re-appointment.

4. FIXED DEPOSITS:

The Company did not accept any fixed deposits during the year under review . No deposits were outstanding as on 31.03.2009.

5. AUDITORS REPORT & AUDITORS :

The Auditors Report and its Annexures are self explanatory. M/s Loya Bagri & Co. Chartered Accountants retire as statutory Auditors of the Company at the conclusion of 48th Annual General Meeting and are eligible for re-appointment.

6. LISTING OF SECURITIES:

The Shares of the Company are presently listed at the stock exchanges namely Mumbai, Ahmedabad, Kolkata, and Pune. The Company has made the due payment of the listing fees to all Stock exchanges in respect of the financial year 2009-2010.

7. PARTICULARS OF EMPOYEES :

The particulars of employees as required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not furnished as none of the employees was in receipt of remuneration exceeding the prescribed limits.

8. ENERGY, TECHNOLOGY, FOREIGN EXCHANGE:

The information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, is given in the Annexure forming part of the report.

9. DIVIDEND:

In view of meeting out fund requirements of the Company in the ensuing year, your Directors express their inability to recommend any dividend for this year.

10. CORPORATE GOVERNANCE:

A section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is given herein after separately and forms part of this Annual Report.

11. DIRECTORSRESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956 your Directors to the best of their knowledge and belief hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure.

ii) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2009.

iii) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concer basis;

12. APPOINTMENT OF R&T AGENT:

During the year, the Company has appointed M/s Adroit Corporate Services Private Limited, Mumbai as its R & T Agent to look after and carry out the entire share transfer work and also the work related to Dematerialization of shares of the Company from time to time. The Company has entered into MOU Agreement with them on 16.12.2008.

13. SECREATRIAL COMPLIANCE CERTIFICATE:

By reason of amendments taken place in the provisions of the Companies (Appointment And Qualification of Secretary) Rules, 1988, the Company was required to obtain a secretarial compliance certificate from the Secretary in whole-time practice in respect of this financial year, under Rule 3 of the Companies (Compliance Certificate) Rules, 2001. Accordingly, the Company has obtained the certificate from Vilas Nichat, Practising Company Secretary, Nagpur and the same is attached hereto forming part of this Directors Report.

14. REFERENCE TO THE BOARD FOR INDUSTRIAL & FINANCIAL RECONSTRUCTION (BIFR)

The Company is a sick industrial Company under the Sick Industrial Companies. (Special Provisions) Act, 1985.As per the directives of BIFR. the Company has done one time settlement with Industrial Bank of India, IFCI Ltd and State Bank of India by making payment in installments.

15. ACKNOWLEDGEMENT:

Your directors are grateful to various Government Departments, Banks, Financial Institutions and Business Associates for their continued co-operation and guidance extended to the Company during the year.

The Directors express their thanks for the sincere and dedicated efforts put in by the workers, staff and officers during the year. The Directors are also grateful to all the shareholders fortheir continued faith in the Company.

For and on behalf of the Board of Directors

Place: Nagpur J.K. SARDA N.K. Sarda

Date: 01.09.2009 (Managing Director) (Jt. Managing Director)

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