Directors Report of Shree Precoated Steels Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the Sixteenth Board''s Report of your company along with the
Audited Financial Statements for the Financial Year ended on March 31,2024. Further, in compliance with the
Companies Act, 2013 the company has made all requisite disclosures in the Board Report with the objective
of accountability and transparency in its operations and to make you aware about its performance and future
perspective.

1. FINANCIAL HIGHLIGHTS

^Rq in lakhc^

Key Financial Indicators	2023-2024	2022-2023
Revenue from Operations	-	-
Other Income	-	-
Total Income	-	-
Total Expenditure	57.85	53.11
Profit/(Loss) before Tax	(57.85)	(53.11)
Tax Expenses	-	-
Profit/(Loss) after Tax	(57.85)	(53.11)
Other Comprehensive Income/(Loss)	(0.59)	(0.22)
Profit/(Loss) for the year after Comprehensive Income/(Loss)	(58.44)	(53.33)
Opening balance in Statement of Reserves and Surplus	(510.59)	(457.56)
Amount available for appropriation
Closing Balance in the Statement of Reserves & Surplus	(569.33)	(510.89)

2. OPERATIONAL REVIEW

During the Financial year under review, your
Company has posted Total Income of Rs. NIL
(Previous Year NIL) and Net Loss of Rs. 57.85
lakhs (Previous Year 53.11 Lakhs) . Since the
Company has incurred a loss, no amount is
available for appropriation.

3. SHARE CAPITAL OF THE COMPANY

During the Financial Year under review, the
Company has not issued any shares with
differential voting rights nor granted any stock
options neither sweat equity.

The Paid up Equity Share Capital, as at March
31, 2024 was Rs. 4,13,99,020/- divided into
41,39,902 Equity shares, having face value of
Rs.10/- each fully paid up.

4. DIVIDEND

The Board of Directors of your company regret
their inability to declare any Dividend for the
current Financial Year due to loss incurred by
the Company.

5. DEPOSITORY SYSTEM

Your Company''s equity shares are available for
dematerialisation through National Securities

Depository Limited and Central Depository
Services (India) Limited. As on March 31, 2024.
99.88 % of the equity shares of the Company
were held in dematerialised form.

6. SUBSIDIARIES, ASSOCIATES & JOINT
VENTURES

As on March 31, 2024, the Company does not
have any Subsidiary, Associate or Joint Venture
Company.

7. RESERVES

Your Company has not transferred any amount
to the Reserves during the Year.

8. NATURE OF BUSINESS

The Company is engaged in the activities of real
estate and trading. During the year under review,
there was no change in the nature of business of
the Company.

9. DEPOSITS

Your Company had no opening balance of
Deposits. Your Company has not accepted any
Deposits during the Financial Year 2023-24 and
as such, no principal or interest were outstanding
as on March 31, 2024 as per the provisions of
the Companies Act, 2013 (hereinafter referred

to as “Act”), and the Rules framed there under.
Further, Your Company has not received any
amount from the Director of the Company as
per Rule 2(1)(c)(viii) Companies (Acceptance of
Deposits) Rules, 2014

10. RELATED PARTY TRANSACTION

During the year under review the Company has
not entered into any contracts/arrangements/
transactions which would qualify as material
in accordance with policy of the Company on
materiality of related party transactions or as
per the provision of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”).

The details of transactions with related parties
in ordinary business routine as per Indian
Accounting Standard (IND AS-24) is set out in
Note No. 29 to the Financial Statements of the
Company.

Your Company has formulated a policy for
dealing with related party transactions which
is also available on website of the Company at
http://www.spsl.com/policies.php

11. DISCLOSURE OF SIGNIFICANT AND
MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS
AND COMPANY’S OPERATIONS IN FUTURE

No significant and material orders have been
passed by any Regulator or Court or Tribunal
which can have impact on the going concern
status and the Company''s operations in future.

12. LOANS AND INVESTMENTS

Under Section 186 of the Act, the Company has
neither given any Guarantee nor provided any
Security in Connection with a Loan, directly or
indirectly, to any person or other body corporate.
Company has also not made any investments.

Details of loans as on March 31, 2024 is set
out in Note No.5 of Financial Statements of the
Company.

13. CORPORATE GOVERNANCE

Our corporate governance practices are a
reflection of our value system encompassing
our culture, policies and relationships with our
stakeholders. Integrity and transparency are
integral to our corporate governance practices
to ensure that we gain and retain the trust of our
stakeholders at all times. Corporate Governance
is about maximizing shareholders'' value legally,
ethically and sustainably. Our Board exercises
its fiduciary responsibilities in the widest sense

of the term. We seek to enhance long-term
shareholder value. Our Corporate Governance
report for Financial Year 2024 forms part of this
Annual Report.

14. SECRETARIAL STANDARDS

Your Company has complied with Secretarial
Standards on Meetings of the Board of Directors
(SS-1) and General Meetings (SS-2) issued by
the Institute of Company Secretaries of India
(“ICSI”).

15. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Mr. Harsh L Mehta, Managing Director, retires
by rotation at the forthcoming Annual General
Meeting and being eligible has offered himself
for re-appointment.

Ms. Krishna Agrawal as Company Secretary and
Compliance Officer (Key Managerial Personnel)
of the Company with effect from May 11, 2023.
there was no change in the composition of
board of directors & KMP of the Company.

Mr. Harsh L. Mehta, Managing Director, Ms.
Krishna Agrawal, Company Secretary and Mr.
Suresh N. Pitale, Chief Financial Officer, continue
to function as Key Managerial Personnel of the
Company during the year under review.

16. INDEPENDENT DIRECTOR’S DECLARATION

The Company has received the Certificate
of Independence from all the Independent
Directors pursuant to Section 149 of the Act and
Regulation 16 of the SEBI Listing Regulations,
confirming and certifying that they have
complied with all the requirements of being an
Independent Director of the Company.

The Independent Directors have also confirmed
that they have complied with the Company''s
Code of Conduct. The Company has also
received declarations under Regulation 25(8) of
SEBI Listing Regulations from the Independent
Directors confirming that there were no
existence or anticipation of any circumstances
during the year that could impair or impact their
ability to discharge their duties with an objective
of independent judgement and without any
external influence.

17. FAMILIARIZATION PROGRAM FOR
INDEPENDENT DIRECTOR

In compliance with the requirements of SEBI
Listing Regulations, the Independent Directors
have been familiarized on the Board of the
Company by the functional heads of various
departments of the Company which includes

detailed presentations on the vision and mission
of the Company, its operations, business plans,
technologies and also future outlook of the entire
industry. The details of familiarization programs
are disclosed on the Company website from
time to time at: http://www.spsl.com/downloads/
familiarisation-of-ID-of-SPSL.pdf

STATEMENT REGARDING OPINION OF
THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING
THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR

Since there are no Independent Directors
appointed during the year, statement under Rule
8 (5) Companies (Accounts) Rules, 2014 is not
required.

18. PECUNIARY RELATIONS

The Company does not pay any remuneration to
its Non-Executive / Independent Directors except
sitting fees and reimbursement of expenses
for attending Meetings of the Board and of its
Committees. No commission on the net profit of
the Company is paid to any Director. There are
no pecuniary relationships or transactions of the
Non-Executive Directors vis-a-vis the Company.

19. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met Four
(4) times during the Financial Year 2023-24. The
details of various Board Meetings are provided
in the Corporate Governance Report. The gap
intervening between two meetings of the Board
is as prescribed in the Act, and SEBI Listing
Regulations.

20. BOARD COMMITTEES

The Company has constituted the following
Statutory Committees of the Board of Directors:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders'' Relationship Committee; and

4. Committee of Independent Directors

The composition of each of the above
Committees, their respective roles and
responsibility is as detailed in the Report of
Corporate Governance.

21. REMUNERATION OF DIRECTORS,
KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES

The remuneration paid to Directors is in
accordance with Nomination and Remuneration
Policy formulated in accordance with Section

178 of the Act, and Regulation 19 of SEBI Listing
Regulations.

The information required under section 197 of
the Act, read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 (including any statutory modification(s)
or re-enactment(s) thereof for the time being in
force) in respect of Directors/employees of the
Company is set out in the “Annexure I” to this
report.

22. NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted
Nomination and Remuneration Policy in
accordance with the provisions of the Act,
read with Rules issued there under and SEBI
Regulations.

The said Policy of the Company, inter alia,
provides that the Nomination and Remuneration
Committee shall formulate the criteria for
appointment of Executive, Non-Executive
Director, and Independent Directors on the
Board of Directors of the Company and persons
in Senior Management of the Company, their
remuneration including determination of
qualifications, positive attributes, independence
of Directors and other matters as provided
under sub-section (3) of section 178 of the Act,
(including any statutory modification(s) or re¬
enactment (s) thereof for time being in force).

The salient feature of the Policy is set out
in the Corporate Governance Report which
forms part of this Annual Report. The Policy is
also available on the website of the Company
at http://www.spsl.com/downloads/polices/
NRC%20policy%20SPSL%20-%202023.pdf

23. BOARD EVALUATION

The Company has devised criteria for
performance evaluation of Independent
Directors, Board/Committees, and other
individual Directors which includes criteria
for performance evaluation of Non-Executive
Director and Executive Director. Performance
evaluation has been carried out as per the
Nomination & Remuneration Policy.

At the meeting of the Board all the relevant
factors that are material for evaluating the
performance of individual Directors, the Board/
Committees were discussed in detail. A
structured questionnaire each for evaluation
was prepared and recommended to the Board
by Nomination & Remuneration Committee
for doing the required evaluation after taking
into consideration the input received from

the Directors covering various aspects of the
Board''s functioning such as adequacy of the
composition of the Board and its Committees,
execution and performance of specific duties,
obligations and governance etc.

The performance evaluation of the Independent
Directors was also carried by the entire Board.
The performance evaluation of the Managing
Director & Non-Executive Directors was carried
out by the Independent Directors at its separate
meeting held on March 5, 2024. The Directors
expressed their satisfaction with the evaluation
process.

24. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of
sub-section (3) of Section 134 of the Act, your
Directors confirm 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 along with
proper explanations relating to material
departures, wherever applicable.

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.

25. AUDIT COMMITTEE:

The Audit Committee is in alignment with
provisions of Section 177 of the Act, read with
Rules issued there under and Regulation 18 of
the SEBI Listing Regulations. The members of
the Audit Committee are financially literate and
have experience in financial management.

The Audit Committee comprises of Mrs. Aarti
M. Ramani, as Chairperson, Mr. Hemanti P
Sutaria and Mr. Nilesh Sarvaiya as Members and
Company Secretary to the Audit Committee.

All recommendations made by Audit Committee
were accepted by the Board of Directors of the
Company.

26. AUDITOR AND AUDITOR’S REPORT:
Statutory Auditor:

M/s. Manesh Mehta & Associates, Chartered
Accounts (Firm Registration No. 115832W) were
appointed as Statutory Auditors of the Company
at the 11th AGM till conclusion of 16th Annual
General Meeting.

M/s. Manesh Mehta & Associates have confirmed
their eligibility and qualification required
under Section 139, 141 and other applicable
provisions of the Act, and Rules issued there
under (including any statutory modification(s)
or re-enactment(s) thereof for the time being in
force).

The Auditor''s report for the Financial Year ended
March 31, 2024, on Financial Statements of the
Company forms a part of this Annual Report.
The Auditor''s Report for the Financial Year
ended March 31, 2024 does not contain any
qualification, reservation or adverse remark.

Secretarial Auditor:

Pursuant to the provisions of section 204 of the
Act, the Board has appointed Ms. Shreya Shah,
Practicing Company Secretary (Certificate of
Practice No. 15859), to undertake Secretarial
Audit of the Company. The Secretarial Audit
Report along with the Secretarial Compliance
Report for the Financial Year ended March 31,
2024 is set out as Annexure II to this Report.

Internal Auditor

Pursuant to section 138(1) of Companies Act,
2013 read with the Company (Accounts) Rules,
2014, Mr. Vinay Parekh, a qualified Chartered
Accountant is appointed as the Internal Auditor
of the Company under whole-time employment.

The Internal Auditor conducts the internal audit
of the functions and operations of the Company
and reports to the Audit Committee and Board
quarterly.

27. REPORTING OF FRAUDS BY AUDITORS

During the year under review, no instances of
fraud were reported by the Statutory Auditor
of the Company under section 143(12) of the
Companies Act, 2013.

28. Management Discussion & Analysis

Management Discussion and Analysis Report
for the year under review is appended below:

The objective of this report is to convey the
Management''s perspective on the external
environment and steel industry, as well as
strategy, operating and financial performance,
material developments in human resources and
industrial relations, risks and opportunities and
internal control systems and their adequacy in
the Company during the financial year 2023¬
24. This report should be read in conjunction
with the Company''s financial statements,
the schedules and notes thereto and other
information included elsewhere in the Integrated
Report. The Company''s financial statements
have been prepared in accordance with Indian
Accounting Standards (‘Ind AS'') complying with
the requirements of the Companies Act, 2013,
(‘Act'') and regulations issued by the Securities
and Exchange Board of India (‘SEBI''), each as
amended from time to time.

A. BUSINESS

The Company is presently engaged in the
business of Steel and Real Estate and Other
Allied Services. Arrangements are in hand to
diversify its line of business for the future growth
and prosperity.

B. REVIEW OF OPERATIONS & FUTURE
PROSPECTS

During the last year the operations of the
Company were stable. The Board of your
Company is exploring alternatives for improving
its operations for long term growth.

C. OPPORTUNITIES AND THREATS, RISKS AND
CONCERNS

Your Company''s objective is to effect
improvement in its operations. However, the
Company is exposed to threats and risks, as
faced by other organizations in general and
those engaged in similar business, like adverse
changes in the general economic and market
conditions, changes in Government policies and
regulations etc.

D. INTERNAL CONTROL SYSTEM

The Company has Internal control procedures
commensurate with the nature of its business
and size of its operations. The objectives of
these procedures are to ensure efficient use and
protection of Company''s resources, accuracy
in financial reports and due compliance of
applicable statutes and Company''s norms,
policies and procedures.

E. HUMAN RESOURCES,

There was no loss of work or any human
resource related problem during the year.

Internal Controls systems and their adequacy

The Company has proactive approach to
manage and mitigate the risks. The Company
commitment towards effective risk management
is for the sustainable growth and creating value for
stakeholders. The well drafted risk management
framework, consistently enhances our ability to
anticipate risks, take pre-emptive measures and
respond with agility and confidence in managing
them.

The Company believes that proactive risk
management is a vital element for good
corporate governance. Thus, helps in identifying
the risk, exposure, potential impact, mitigation
process, nonbusiness risk among others. These
risks are timely reviewed by the board and
mitigations strategies are suggested to reduce
the impact. All this will help the Company to
achieve favourable results.

The Company has all the main processes laid
out to assure timely feedback on completion
of operational and strategic goals, compliance
with policies, procedures, laws and regulations,
safeguarding of asset and efficient use of
resource.

The Company''s Internal Auditor reviews the
effectiveness of internal control on a regular
basis to avoid fraud or any other issue arising
in the daily operational activities. The Company
has formally created a Risk Management Policy
in tune with the new regulatory requirements.
The policies help in identifying and assessing
the key risk areas. Based on the detailed review
the following key risk have been identified:

• Personnel Risk

• Regulatory risks

• Borrowing Risk

• IT and System Risk

• Liquidity risk

• Input Costs Risk

• Sales Market Risk

• Project Implementation Risk

• Legal Risk

Financial and Operations Review

The financials has affecting changes in the
following ratio:

Particulars	FY 2023¬ 24	FY 2022¬ 23	Change (25% or more as compared to FY 2022-23)	Detailed Explanations of Change, if any.
Current Ratio	0.22	0.21	-20	-
Debt Ratio	NA	NA	-	-
Debtors turnover Ratio	NA	NA	-	-
Inventory Turnover Ratio	NA	NA	-	-
Interest Coverage Ratio	NA	NA	-	-
Operating Profit Margin	NA	NA	-	-
Net Profit Margin	NA	NA	-	-
Return on Net worth1	NIL	NIL	-	-

29. EXTRACT OF ANNUAL RETURN

Pursuant to amendments in Sections 92,
134(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014,
requirement of the extract of Annual Return in
Form MGT-9 is dispensed with.

Copy of the annual return will be made
available on the website of the Company -
http://www.spsl.com

30. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a
Corporate Social Responsibility Committees as
it does not fall within purview of Section 135(1) of
the Act and hence it is not required to formulate
policy on Corporate Social Responsibility.

31. MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION UNDER
SECTION 134(3)(1) OF THE COMPANIES
ACT, 2013

No material changes and commitments affecting
the financial position of the Company occurred
between the end of the Financial Year to which
this Financial Statements relates and the date of
this Report.

32. HUMAN RELATIONS AND INDUSTRIAL
RELATIONS

Your Company firmly believes that employees
are most valuable assets and Key players
of business success and sustained growth.
The Company continued to conduct various
employee benefit, recreational and team
building programs to enhance employee skills,
motivation as also to foster team spirit.

33. INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY

Internal Financial Controls are an integrated part
of the risk management process, addressing
financial and reporting risks. The internal financial
controls have been documented, digitized and
embedded in the business processes.

Assurance on the effectiveness of the
internal financial controls is obtained through
management reviews, control self-assessment,
continuous monitoring by functional expert as
well as testing of the internal financial control
system by the internal auditors during the course
of their audit. We believe that these systems
provide reasonable assurance that our internal
financial controls are designed effectively and
are operating as intended.

34. WHISTLE BLOWER POLICY/ VIGIL
MECHANISM

Your Company''s Whistleblower Policy
encourages Directors and employees to bring to
the Company''s attention, instances of unethical
behaviour, actual or suspected incidents of
fraud or violation of the SPSL Code of Conduct
that could adversely impact your Company''s
operations, business performance and/or
reputation. The Policy provides that the Company
investigates such incidents, when reported, in an
impartial manner and takes appropriate action to
ensure that requisite standards of professional
and ethical conduct are always upheld. It is your
Company''s Policy to ensure that no employee
is victimized or harassed for bringing such
incidents to the attention of the Company. The
practice of the Whistleblower Policy is overseen
by the Audit Committee and no employee has
been denied access to the Committee. Whistle
Blower Policy is also available on the website of
the Company at the web link: http://www.spsl.
com/downloads/polices/Whistle%20Blower%20
Policy.pdf

35. CONSERVATION OF ENERGY &
TECHNOLOGY ABSORPTION

The information on conservation of energy,
technology and foreign exchange earnings and
outgo as stipulated in Section 134(3) (m) of the
Companies Act, 2013 and rules framed there
under is enclosed in Annexure III.

36. RISK MANAGEMENT

Your Company has an elaborate risk management
procedure and adopted a systematic approach
to mitigate risk associated with accomplishment
of objectives, operations, revenues and
regulations. Your Company believes that this
would ensure mitigating steps proactively and
help to achieve stated objectives.

37. 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

During the year under review, neither there is
any application made nor any proceedings are
pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016)

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

During the year under review, no such exercise
has happened.

39. GENERAL DISCLOSURE

Your Directors state that no disclosure or
reporting is required in respect of the following
items as there were no transactions on these
items during the year under review or the same
is not applicable to the company:

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

2. Issue of shares (sweat equity shares) to
employees of the Company under ESOS.

3. Employee stock option scheme or provision
of money for the purchase of its own shares
by employees/ Directors or by trustees for
the benefit of employees/Directors;

4. Buy Back of shares of the Company.

5. Issue of Bonus Shares by the Company.

6. Preferential allotment or qualified
institutional placement during the Financial
Year 2023-24.

7. Maintenance of Cost Records as per Rule 8
(5) (ix) of The Companies (Accounts) Rules,
2014 and Section 148(1) of Companies Act,
2013.

8. The details of deposits which are not
in compliance with the requirements of
Chapter V of Companies Act, 2013;

9. The names of companies which have
become or ceased to be its Subsidiaries,
joint ventures or associate companies
during the year;

10. Sexual Harassment of Woman at Workplace
(Prevention, Prohibition and Redressal) Act,
2013 and during the year under review:
There were no cases filed.

40. GREEN INITIATIVE

Your Company has adopted green initiative to
minimize the impact on the environment. The
Company has been circulating the copy of the
Annual Report in electronic format to all those
members whose email addresses are available
with the Company. Your Company appeals
other Members also to register themselves for
receiving Report in electronic form.

41. ACKNOWLEDGEMENT:

The Board of Directors wishes to express its
gratitude and record its sincere appreciation
for the commitment and dedicated efforts put
in by all the employees. Your Directors take this

opportunity to express their grateful appreciation
for the encouragement, cooperation and support
received by the Company from the Central and
State Government, local authorities, bankers,
customers, suppliers and business associates.
The directors are thankful to the shareholders
for their continued support and the confidence
reposed in the Company and its Management.

For and on behalf of the Board of Directors
For SHREE PRECOATED STEELS LIMITED

Sd/-

Aarti M Ramani

Place: Mumbai Chairperson

Date: August 8, 2024 DIN: 06941013

1

Due to negative net-worth the Return on Net-worth
cannot be calculated.

Cautionary Statement

Statement in this Management Discussion
and Analysis describing the Company''s
objectives, projections, estimates, expectations
or predictions may be “forward-looking
statements” within the meaning of applicable
laws and regulations. Actual results could
differ materially from those expressed or
implied. Important factors that could make a
difference to the Company''s operations include
raw material availability and prices, cyclical
demand and pricing in the Company''s principal
markets, changes in Government regulations,
tax regimes, economic developments within
India and the countries in which the Company
conducts business and other incidental factors.

---

Mar 31, 2014

The Members,

The Board of Directors have pleasure in presenting the Sixth Annual Report of Shree Precoated Steels Ltd. and the Audited Financial Statements for the year ended 31 March, 2014 along with the Auditors'' Report thereon.

FINANCIAL HIGH LIGHTS:

The financial performance of the Company, for the year ended March 31, 2014 is summarised below:

RESULTS OF OPERATION:

During the period under review, the Sales Turnover is Rs. 366.33 Lacs and the Company incurred Profit of Rs. 8.46 Lacs.

DIVIDEND :

In view of the carry forward losses incurred in the earlier years, the board regrets its inability to declare anydividend for the year under review. (Rs. in Lacs)

Particulars 2013 - 2014 2012 - 2013

Revenue from Operations (net) 366.33 558.93

EBIDTA 15.33 104.87

Less: Finance costs - 0.26

Less;Depreciation 6.87 9.77

Profit before Exceptional Items & Tax 8.46 94.84

Exceptional income 3034.47 -

Profit before Taxation 8.46 94.84

Less:Tax Expense

-Current Tax - -

-Deferred Tax(charge)/credit - -

-MAT credit utilization/entitlement Profit after tax 8.46 94.84

Less:Minority Interest

Profit attributable to the shareholders of the Company 8.46 94.84

Opening balance in Statement of Profit and Loss (17609.15) (17703.99)

Amount available for appropriation Final Dividend Tax on Dividend Transfer to general Reserve Closing Balance in the Statement of Profit and Loss (14566.22) (17609.15)



PERFORMANCE:

Revenue :

Net revenue stood at Rs.366.33 Lacs as compared to Rs.558.93 Lacs in previous year. The Company earned a Net Profit after Tax of Rs.8.46 Lacs as compared to NPAT of Rs. 94.84 lacs in the previous year .

OPERATIONS:

DIRECTORS :

Mr. Sanjay C Ajmera, Managing Director retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re- appointment.

Section 149(1) of the Act and as per the amended

Listing Agreement, the Company should have atleast one women Director on Board The Board of Directors of your Company at the meeting held on 12th August, 2014 appointed Mrs. Aarti Ramani as an Additional/Independent Director, on the Board of Directors of your Company ,to hold the office up to ensuing Annual General Meeting. The Mrs. Aarti Ramani has overall 26 years experience in enviromental clearance and is expert in her field. She is Architech by qualification. The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Smt Aarti Ramani for the office of Director of the Company.

In terms of Sections 149, 152, Schedule IV and

other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Shri Ambalal C.Patel,Shri Jagdish Doshi ,Shri Nilesh Sarvaiya and Smt.Aarti Ramani as Independent Directors of your Company up to 5 (five) consecutive years up to 31st March, 2019.

Appropriate resolutions for the appointment/ reappointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information have been detailed in the Notice. Your Directors recommend their appointment/re-appointment as Directors of your Company.

AUDITOR''S :

M/s. V Parekh & Associates- Chartered Accountants, Mumbai, Statutory auditors of the company having registration number 107488W retire at the ensuing AGM and are eligible for re- appointment .Pursuant to provision of section 139 of the Companies Act,2013, they shall hold office from the conclusion of this Annual General Meeting until the conclusion of the sixth consecutive Annual General Meeting, subject to ratification at every Annual General Meeting.

The Company has received a certificate from the statutory auditors to the effect that their re- appointment, if made, would be within the limits under section 141(3)(g) of the Companies Act, 2013. The statutory auditors have also confirmed that they hold a valid certificate issued by the "Peer Review Board" of The Institute of Chartered Accountants of India.

AUDITORS'' REPORT:

The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self-explanatory and therefore and do not require any further comments as per Act.

LISTING:

The Company''s equity shares are presently listed with Bombay Stock Exchange Ltd (Code - 533110)

CORPORATE GOVERNANCE :

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirement set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the company confirming compliance with conditions of Corporate Governance as stipulated under Clause 49, is attached to this report.

Pursuant to Clause 49 of the Listing Agreement with BSE & NSE, Management Discussion and Analysis, Corporate Governance Report, Auditors'' Certificate for compliance of conditions of Corporate Governance and CEO Certificate on Code of Conduct is made as a part of the Annual Report.

CODE OF CONDUCT :

Pursuant to Clause 49 of the Listing Agreement, the declaration signed on the Code of Conduct by the Directors and senior management personnel for the year forms part of the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Management''s Discussion and Analysis Report for the year ended review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange.

Some of the events of the year include the following:-

1. Overview

The Management have rich experience of over four decades in the Steel related businesses and Real Estate business and have developed and established excellent business relationships in the Industry which can be helpful to the Company to form a strategic alliance with them in the future. The goodwill and expertise of the Company and Management is the greatest strength.

The Company has currently traded in Development rights and is exploring opportunities in real estate development and redevelopment projects. The company is focussing on projects related to trading of flats, development rights and investment in real estate, if right opportunity exists.

2. Future Outlook

In order to utilize their expertise and knowledge of the Management and the Company has explored various projects like trading in Steel commodities, undertaking construction contracts, trading in flats, trading in Development rights and so on. The Company has earned its income during the year from such projects. The Company may also enter into venture of redevelopment projects, if sound opportunity persists.

The Company''s Management has niche in real estate market since ages which is a boon to the Company and adds strength to the company''s performance. Expansion and entering into the construction contracts are most likely arena of the year.

3. Risks and Concerns

Your Company is continuously evolving and improving systems and measures to take care of all the risk exigencies involved in our business.

4. Internal Controls and System

The company has implemented adequate internal control system enduring proper management information system and integration of various operations and functions of the organisation – all under one umbrella. This has resulted in harmonious monitoring and regulation of operations in a systemised manner in each and every activity of the Company. Correct use of funds, proper budgeting, efficient monitoring and its regulation by due approval and authorization policy enforcement have resulted in the use of funds in the most profitable and correct manner.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

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

(iv) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis; and

(v) That the company being a listed company the Directors had laid down internal financial control system to be followed by the company and that such internal financial controls were adequate and were operating effectively ;

(vi) That the Director''s had devised a proper system to ensure compliance with the provisions of all applicable Laws and that such systems were adequate and operating effectively.

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

SHREE PRECOATED STEELS LTD does not have any foreign exchange earnings and expenditure. Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable to SHREE PRECOATED STEELS LTD.

The provisions of Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not applicable.

Since the company caters to domestic market only, it has not undertaken any activities relating to export, initiatives to increase exports, development of new export markets for products and services or formulated any export plans.

There are no transactions involving foreign exchanges during the year.

Your Company is glad to report that it continues to ensure that the air, water, and other environmental standards are achieved as per the prescribed norms.

PUBLIC DEPOSITS :

During the year under review, your company has not accepted or renewed any fixed Deposit from the public.

SECRETARIAL AUDIT REPORT:

The secretarial Audit Report for year ended March 31, 2014, issued by Mr. Haresh P. Sanghvi, Practising Company Secretary is provided separately in the annual report.

HUMAN RELATIONS:

Our Employees are most valuable Assets of the Company. We encourage innovation, meritocracy and pursuit of the excellence. We have set up scalable recruitment and human resources management process.

During the year employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company. There was a total understanding of the Management objectives by the workers. The Company has consistently tried to improve its HR policies and processes so as to acquire, retain & nurture the best of the available talent in the Industry.

PERSONNEL:

The information pursuant to section 217 (2A) of the Companies Act, 1956 and rules framed there under there was no employee falling under the category, hence no statement/particulars of employees have been annexed to this report.

CAUTIONARY STATEMENT :

Statements made in the Report, includes those stated under the caption "Management Discussion Analysis" describing the Company''s plans, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

APPRECIATION:

On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our Shareholders, Customers, Business Partners, and Vendors. The Directors are thankful to the Government of India and the various Ministries, the state Governments and the various Ministries, and Municipal authorities of Mumbai and other cities where we are operational.

Finally, we appreciate and value the contributions made by all our employees and their families and all associated with the Company for making their organization successful.

The Directors express their appreciation to all the employees at various divisions for their diligence and contributions. The Directors record their appreciation for the support and co-operation received from franchisees, dealers, agents, suppliers, bankers and all other stakeholders .Last but not the least the Directors wish to thank the shareholders for their continued support.

By Order of the Board of Directors For SHREE PRECOATED STEELS LTD.

Sd/- Place : Mumbai Ishwarlal S. Ajmera Date :12th August, 2014 Chairman & Managing Director

Registered Office: Rehman Building, 2nd Floor Mezzanine, 24 Veer Nariman Road, Fort, Mumbai - 400 001.

---

Mar 31, 2013

Dear Shareholder,

The Directors are pleased to present the 5th ANNUAL REPORT AND AUDITED ACCOUNTS for Company for the financial year ended March, 31, 2013.

FINANCIAL HIGH LIGHTS:

The financial performance of the Company, for the year ended March 31, 2013 is summarised below :

(Rs. in Lacs) 2012-2013 2011-2012

Gross Turnover/Revenue 558.93 305.26

Profit before interest, Depreciation & Taxation 104.87 237.49

Less: Interest 0.26 0.07

Profit before Depreciation & Taxation 104.61 237.42

Less: Depreciation 9.77 11.01

Profit before Taxation 94.84 226.41

Provision for Taxation

Net Profit/ (Loss) 94.84 226.41

Add: Debit Balance in P&L Account B/F 17703.99 17930.40

Balance available for appropriation NA NA

Appropriations

Transfer to General Reserve

Proposed Dividend on Equity Shares

Dividend Distribution Tax

Debit balance in P&L carried to Balance Sheet 17609.15 17703.99

RESULTS OF OPERATION:

During the period under review, the Sales Turnover is Rs. 558.93 Lacs and the Company incurred Profit of Rs. 94.84 Lacs.

DIVIDEND:

In view of the inadequate profits & carry forward losses,during the year, your Directors do not recommend payment of Dividend.

DIRECTORS:

The Board of directors has been broad-based to comply with the Listing requirements.

Shri Ishwarlal S.Ajmera, Chairman and Managing Director and Shri Nilesh Sarvaiya, Director retires by rotation at the ensuing Annual General

Meeting and being eligible, offers themselves for re-appointment.

The Board recommends these appointments / reappointments.

LISTING:

The Equity Shares of the Company are listed with Bombay Stock Exchange (533110).

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that: -

I. in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

II. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit & Loss of the Company for the year ended under review;

III. 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 & detecting:

IV. the Directors have prepared the accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Company is committed to maintain the standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliances with the conditions of Corporate Governance is attached herewith.

AUDITORS:

M/s. V. Parekh & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. They have indicated their willingness to accept reappointment and have further furnished necessary Certificate in terms of Section 224(1 B) of the Companies Act, 1956.

The Audit Committee have recommended the re- appointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company. Your Directors have accepted the recommendation and recommend to the shareholders reappointment of M/s V. Parekh & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

AUDITORS'' REPORT

The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self-explanatory and therefore, do not require any further comments under Section 217(3) of the Companies Act, 1956.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provisions of Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not applicable.

Since the company caters to domestic market only, it has not undertaken any activities relating to export, initiatives to increase exports, development of new export markets for products and services or formulated any export plans.

There are no transactions involving foreign exchanges during the year are as below:-

During the year, Company had an foreign exchange inflow of Rs. NIL (Previous year Rs. NIL). The foreign exchange outgo during the period was Rs. NIL. (Previous year Nil).

Your Company is glad to report that it continues to ensure that the air, water, and other environmental standards are achieved as per the prescribed norms.

HUMAN RELATIONS:

Our Employees are most valuable Assets of the Company. We encourage innovation, meritocracy and pursuit of the excellence. We have set up scalable recruitment and human resources management process.

During the year employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company. There was a total understanding of the Management objectives by the workers. The Company has consistently tried to improve its HR policies and processes so as to acquire, retain & nurture the best of the available talent in the Industry.

PARTICULARS OF THE EMPLOYEES:

During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956. Hence, furnishing of particulars under the Companies (Particulars of employees) Rules, 1975 does not arise.

FIXED DEPOSITS:

During the period under review, your company has not accepted or renewed any fixed Deposit from the public.

CAUTIONARY STATEMENT:

Statements made in the Report, includes those stated under the caption "Management Discussion Analysis" describing the Company''s plans, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

APPRECIATION:

On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our Shareholders, Customers, Business Partners, Vendors, Bankers and, Financial Institutions. The

Directors are thankful to the Government of India and the various Ministries, the state Governments and the various Ministries, and Municipal authorities of Mumbai and other cities where we are operational.

Finally, we appreciate and value the contributions made by all our employees and their families and all associated with the Company for making their organization successful.

The Directors express their appreciation to all the employees at various divisions for their diligence and contributions. The Directors record their appreciation for the support and co-operation received from franchisees, dealers, agents, suppliers, bankers and all other stakeholders .Last but not the least the Directors wish to thank the shareholders for their continued support.

By Order of the Board of Directors

For SHREE PRECOATED STEELS LTD.

Place : Mumbai Ishwarlal S. Ajmera

Date :12th August, 2013 Chairman & Managing Director

Registered Office:

Rehman Building, 2nd Floor Mezzanine,

24 Veer Nariman Road, Fort, Mumbai - 400 001.

---

Mar 31, 2012

The Board of Directors have pleasure in presenting the FOURTH ANNUAL REPORT AND AUDITED ACCOUNTS of the Company for the year ended on 31st March, 2012.

FINANCIAL HIGHLIGHTS: (Rs. in Lacs)

For Year For Period of ended on Eighteen months 31st March, 2012 ended on 31st March, 2011

Gross Turnover/Revenue 305.26 15994.34

Profit before interest, Depreciation & Taxation 237.49 1068.78

Less: Interest 0.07 930.01

Profit/(Loss) before Depreciation & Taxation 237.42 138.77

Less: Depreciation 11.01 422.58

Profit/(Loss) before Taxation 226.41 (283.81)

Provision for Taxation - 2327.79

Net Profit/(Loss) 226.41 (2611.60)

Add: Debit Balance in P & L Account B/F 17930.40 15318.80

Balance available for appropriation NA NA

Appropriations

Transfer to General Reserve - -

Proposed Dividend on Equity Shares - -

Dividend Distribution Tax - -

Profit/(Loss) Carried to Balance Sheet (17703.99) (17930.40)

BUSINESS RESULTS:

During the year under review, the Sales/Revenue Turnover is Rs. 305.26 Lacs and the Company achieved Profit of Rs. 226.41 Lacs.

DIVIDEND:

In view of the inadequate profits & carry forward losses, during the year, your Directors do not recommend payment of Dividend.

DIRECTORS:

The Board of directors has been broad-based to comply with the Listing requirements.

The Board of Directors appointed Mr. Sanjay C. Ajmera and Mr. Dhaval R. Ajmera as additional Directors at its board meeting held on 24th April, 2012. They shall hold office until the ensuing Annual General Meeting. Notice has been received from a Members under Section 257 of the Companies Act, 1956 proposing their candidature along with a deposit of Rs. 500/- each, for appointment as Director of the Company liable to retire by rotation.

Mr. Chhotalal S. Ajmera, ceases to be the Chairman and Managing Director of the Company w.e.f 24th March, 2012 due to his sad demise.

Shri Ishwarlal S.Ajmera, Director of the Company was appointed as Chairman and Managing Director of the Company. Shri Sanjay C.Ajmera, was appointed as Managing Director and Shri Dhaval R. Ajmera as Director, Operations and Marketing with effect from 24th April, 2012.

Shri Ambalal C. Patel and Shri Jagdish Doshi, Directors retires by rotation at the ensuing Annual General Meeting and, being eligible, offers themselves for re-appointment.

The Board recommends these appointments/reappointments.

LISTING:

The Equity Shares of the Company continue to remain listed with Bombay Stock Exchange (533110) and voluntarily delisted from National Stock Exchange (NSE) with effect from 10th May, 2012.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that:-

I. in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

II. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit & Loss of the Company for the year ended under review;

III. 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 & detecting;

IV. the Directors have prepared the accounts on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with BSE & NSE, Management Discussion and Analysis, Corporate Governance Report, Auditors' Certificate regarding compliance of conditions of Corporate Governance and CEO Certificate on Code of Conduct is made as a part of the Annual Report.

AUDITORS:

The Company's Auditors, M/s. V Parekh & Associates, Chartered Accountants, retire as Auditors of your Company at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have indicated their willingness to accept reappointment and have further furnished necessary Certificate in terms of Section 224 (1B) of the Companies Act, 1956.

The Audit Committee has considered and recommended the reappointment of M/s. V Parekh & Associates, Chartered Accountants, Mumbai, as Statutory Auditors of the Company, to the Board of Directors. Your Directors have accepted the recommendation and recommend to the shareholders the re-appointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

AUDITORS' REPORT:

The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self-explanatory and therefore, do not require any further comments under Section 217(3) of the Companies Act, 1956.

CONSERVATION OF ENERGY.

TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provisions of Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not applicable.

Since the company caters to domestic market only ,it has not undertaken any activities relating to export initiatives to increase exports, development of new export markets for products and services or formulated any export plans.

There are no transaction involving foreign exchanges during the year as given below:

During the year, Company had an foreign exchange inflow of Rs. Nil. (Previous year Rs 9251.59 Lacs). The foreign exchange outgo during the period was Rs. Nil. (Previous Period 988.40 Lacs).

Your Company is glad to report that it continues to ensure that the air, water, and other environmental standards are achieved as per the prescribed norms.

HUMAN RELATIONS:

During the year employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company. There was a total understanding of the Management objectives by the workers. The Company has consistently tried to improve its HR policies and processes so as to acquire, retain & nurture the best of the available talent in the Industry.

PARTICULARS OF THE EMPLOYEES:

During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956. Hence, furnishing of particulars under the Companies (Particulars of Employees) Rules, 1975 does not arise.

FIXED DEPOSITS:

During the period under review, your company has not accepted or renewed any fixed Deposit from the public.

CAUTIONARY STATEMENT:

Statements made in the Report, includes those stated under the caption "Management Discussion Analysis" describing the Company's plans, projections and expectations may constitute 'forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

APPRECIATION:

The Directors express their appreciation to all the employees at various divisions for their diligence and contribution. The Directors record their appreciation of the support and co-operation received from the franchisees, dealers, agents, suppliers, bankers and all other stakeholders. Last but not the least the Directors wish to thank the shareholders for their continued support.



By Order of the Board of Directors For SHREE PRECOATED STEELS LTD.

Ishwarlal S. Ajmera Chairman & Managing Director

Place : Mumbai Date :30th July, 2012

Registered Office: Rehman Building, 2nd Floor Mezzanine, 24 Veer Nariman Road, Fort, Mumbai - 400 001.

---

Mar 31, 2011

The Board of Directors have pleasure in presenting the THIRD ANNUAL REPORT AND AUDITED ACCOUNTS of the Company for the Eighteen months period ended on 31 st March, 20011.

FINANCIAL HIGHLIGHTS: (Rs. in Lacs)

For Period of eighteen For Period of eighteen

months ended as on months ended as on

31 st March, 2011 30th September, 2009

Turnover Gross 15625.01 231162.44

Profit before interest,

Depreciation & Taxation 717.69 2450.85

Less: Interest 578.35 14432.76

Profit/(Loss) before Depreciation & Taxation 139.34 (11981.91)

Less: Depreciation 422.58 5626.94

Loss before Taxation 283.24 17608.85

Provision for Taxation 2328.36 2290.05

Net Loss 2611.60 15318.80

Add: Debit Balance in P&L Account B/F 15318.80 -

Balance available for

appropriation N.A N.A

Appropriations - -

Transfer to General Reserve - -

Proposed Dividend on

Equity Shares - -

Dividend Distribution Tax - -

Loss Carried to Balance

Sheet 17930.40 15318.80

BUSINESS RESULTS

During the period under review, on the Sales Turnover of Rs. 15,625 Lacs and the Company incurred Loss of Rs. 2611.60 Lacs. The Business operations has been scaled down substantially due to sale of steel business of the company in the month of October,2009.

DIVIDEND

In view of the losses incurred during the period, your Directors do not recommend payment of Dividend.

DIRECTORS

The Board of directors has been broad-based to comply with the Listing requirements.

The Board of Directors appointed Mr. Nilesh Sarvaiya as Independent Director at its board meeting held on 30th Januan/,2010 . He shall hold office until the ensuing Annual General Meeting. Notice has been received from a Member under Section 257 of the Companies Act, 1956 proposing his candidature for appointment as director of the Company liable to retire by rotation.

Mr.Chhotalal S. Ajmera, Chairman and Managing Director and Shri Ishwarlal S.Ajmera .Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers themself for re-appointment.

LISTING

The Equity Shares of the Company are listed with Bombay Stock Exchange (533110) and National Stock Exchange (SHPRE).

SALE OF BUSINESS

During the year, your Company sold its Steel Business as a going concern and on a slump sale basis. Consequently, all the Business Assets and Business Liabilities were taken over by Essar except certain identified Current Assets and Current Liabilities which were retained in the Company. Your Directors approved the sale of business in the Board Meeting held on 23rd July,2009 and your consent was received u/s 293(1 )(a) at the Extra Ordinary General Meeting held on 7th September,2009.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that: -

I. in the preparation of the annual accounts for the Period ended 31st March,2011, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

II. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit & Loss of the Company for the year ended under review;

III. 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 & detecting;

IV. the Directors have prepared the accounts on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with BSE & N6E, Management Discussion and Analysis, Corporate Governance Report, Auditors Certificate regarding compliance of conditions of Corporate Governance and CEO Certificate on Code of Conduct is made as a part of the Annual Report.

AUDITORS:

The Companys Auditors, M/s. V. Parekh & Associates, Chartered Accountants, retire as Auditors of your Company at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have indicated their willingness to accept reappointment and have further furnished necessary Certificate in terms of Section 224 (1B) of the Companies Act, 1956.

The Audit Committee has considered and recommended the reappointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai, as Statutory Auditors of the Company, to the Board of Directors. Your Directors have accepted the recommendation and recommend to the shareholders the re-appointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

AUDITORSREPORT:

The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self-explanatory and therefore, do not require any further comments under Section 217(3) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The Information in accordance with the provisions of Section 217 (1) (e)of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange inflow & outgo for the period ended 31st March 2011 is given in the Annexure 1 forming part of this Report.

INDUSTRIAL / HUMAN RELATIONS:

During the year employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company. There was a total understanding of the Management objectives by the workers. The Company has consistently tried to improve its HR policies and processes so as to acquire, retain & nurture the best of the available talent in the Industry.

PARTICULARS OF THE EMPLOYEES:

During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956. Hence, furnishing of particulars under the Companies (Particulars of employees) Rules, 1975 does not arise.

FIXED DEPOSITS:

During the period under review, your company has not accepted or renewed any fixed Deposit from the public.

CAUTIONARY STATEMENT:

Statements made in the Report, includes those stated under the caption "Management Discussion Analysis" describing the Companys plans, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

ACKNOWLEDGMENT:

The Board of Directors wishes to thank the Central Government, State Government, Reserve Bank of India (RBI), Securities Exchange Board of India (SEBI), The Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Ltd. (NSE) for their cooperation in various spheres of your Companys functions. The Board of Directors express its gratitude for the cooperation extended by the Bankers i.e. Dena Bank and Axis Bank Limited for their support.

Your Directors thanks all its shareholders, clients and investors for their support during the year and looks forward to their continued support in the years to come.

Your Company has also gained considerably from the sincere and devoted services rendered by its employees at all levels. The Board of Directors wishes to place on record its appreciation of their efforts in enhancing the image of your Company in the global market.

By order of the Board of Directors

For SHREE PREOATED STEELS LD.

Sd/- Date : 25th April, 2011 Chhotalal S. Ajmera

Place : Mumbai Chairman & Managing Director

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Sep 30, 2009

The Board of Directors have pleasure in presenting the SECOND ANNUAL REPORT AND AUDITED ACCOUNTS of the Company for the Eighteen months period ended on 30th September, 2009.

FINANCIAL HIGHLIGHTS: (Rs. in Lacs)

2007- 08* 2008-09

Turnover Gross - 231,162.44

Profit before interest, Depreciation & Taxation - 2,450,85

Less: Interest - 14,432.76

Loss before Depreciation & Taxation - 11,981.91

Less: Depreciation - 5,626.94

Loss before Taxation - 17,608.85

Provision for Taxation - (2,290.05)

Less: Adjustment in respect of Previous Year Net LOSS - 15,318.80

Add: Balance in P&L Account B/F - -

Balance available for appropriation - N.A

Appropriations

Transfer to General Reserve - -

Proposed Dividend on Equity Shares - -

Dividend Distribution Tax - -

Loss Carried to Balance Sheet - 15,318.80

In view of the performance during the period, your Directors do not recommend payment of Dividend.

*The financial results for the period are not comparable with that of the previous years since the Company had not commenced any commercial activity prior to the period. During the period under review, the Steel Division of Ajmera Realty & Infra India Limited has been transferred to and vested in the Company.

DE-MERGER OF STEEL DIVISION OF ARIIL

Pursuant to the composite scheme of arrangement, approved by Honourable High Court of Judicature of Bombay, the steel division of Ajmera Realty and Infra India Limited (ARIIL) has been vested in to the Company w.e.f. April 1,2008 (Appointed Date).

INCREASE IN AUTHORISED & PAID UP CAPITAL OF THE COMPANY AND ALLOTMENT OF SHARES

Pursuant to the said Composite Scheme of Arrangement the authorised capital of the Company was increased from Rs. 5 Lacs to Rs. 85 Crores. 8, 27,98,042 fully paid up Equity shares were issued to the shareholders of Ajmera Realty & Infra India Limited in the ratio of 7 equity shares of the company for every 10 equity shares held in the demerged company after cancelling the pre- demerger paid up capital of the company.

DIRECTORS

The Board of directors has been broad-based to comply with the Listing requirements.

The board of Directors appointed Mr. Ambalal C Patel and Mr. Jagdish Doshi as Independent Directors at its board meeting held on 30th April, 2009. They hold office until the ensuing Annual General Meeting. Notice has been received from a Member under Section 257 of the Companies Act, 1956 proposing their names for appointment as directors of the Company liable to retire by rotation.

Mr. Rajnikant S. Ajmera, director of the company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Mr. Ashok U. Katra was appointed as a Nominee director on the Board of the Company with effect from May 1,2009 by Industrial Development Bank of India. On repayment of the loan, IDBI withdrew his nomination with effect from 13th November, 2009.

The Board of Directors appointed Mr. Chhotalal S .Ajmera as a Chairman & Managing Director and Mr. Rajnikant S. Ajmera as Managing Director at its meeting held on 30* April, 2009 with effect from May 1,2009 for a period of five years with no remuneration payable to them.

LISTING

The Equity Shares of the Company are listed with Bombay Stock Exchange and National Stock Exchange from 15th October, 2009.

BUSINESS RESULTS

During the period under review, the Company has achieved Sales Turnover of Rs. 231162.44 Lacs and incurred Loss of Rs. 15318.80 Lacs.

During the period under review there was high volatility in the Exchange rates and commodity markets. Further, due to general slowdown and global recession the decline in the prices of finished goods was more than proportionate to the decline in the prices of raw materials. The un- remunerative prices and slackness in demand caused under utilisation of capacity putting pressure on both profitability and cash generation which necessitates increased borrowings. The cost of utilities such as power and fuel harden during the period under review and has further deteriorated the margin.

SALE OF STEEL BUSINESS OF THE COMPANY

Globally the steel industry is being consolidated and large integrated steel companies are emerging. In this scenario only the large integrated players having control over supply of raw material will have a competitive edge and are going to survive in the long run. The Indian players are also consolidating and integrating both organically and inorganically to meet the challenges posed by their peers in the international market. The global meltdown and recession coupled with non availability of raw material at competitive price has compelled your directors to consider to integrate backward either inorganically or organically which require huge funds and involve long gestation period or to exit the sector. Having regard to the fact that the prospects for stand alone processors will not improve in the near future has prompted your directors to dispose off the steel business. In pursuance to the authority obtained from the shareholders u/s 293(1 )(a) at the EGM held on 7th September 2009, the Steel business of the Company has been transferred to Essar Steels Limited w.e.f. 29/10/2009

FUTURE OUTLOOK

Your directors are considering the project of putting up one or more Steel service and logistic management centres involving running stockyards having steel slitting and blanking facilities to cater to the specific customer requirements to capitalise the goodwill earned and contacts established both in India and abroad during the last twenty years. Further your company is also evaluating various opportunities in the Redevelopment and Slum Rehabilitation Activities in Real Estate Sector. In Mumbai and Pune both these activities have excellent growth opportunities.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm that :

I. in the preparation of the annual accounts for the peirod ended 30th September 2009, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

II. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit & Loss of the Company for the year ended under review;

III. 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 & detecting;

IV. the Directors have prepared the accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with BSE & NSE, Management Discussion and Analysis, Corporate Governance Report, Auditors Certificate regarding compliance of conditions of Corporate Governance and CEO Certificate on Code of Conduct is made as a part of the Annual Report.

AUDITORS

The Companys Auditors, M/s. V. Parekh & Associates, Chartered Accountants, retire as Auditors of your Company at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have indicated their willingness to accept reappointment and have further furnished necessary Certificate in terms of Section 224 (1B) of the Companies Act, 1956.

The Audit Committee has considered and recommended the reappointment of M/s. V. Parekh & Associates, Chartered Accountants, Mumbai, as Statutory Auditors of the Company, to the Board of Directors. Your Directors have accepted the recommendation and recommend to the shareholders the re-appointment of M/s. V. Parekh &

Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company.

AUDITORS REPORT

The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self-explanatory and therefore, do not require any further comments under Section 217(3) of the Companies Act,1956.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption is given in the Annexure forming part of this Report. As regards the information in respect of foreign exchange earnings and outgo, the same has been given in the Notes forming part of the accounts for the period ended 30th September 2009

INDUSTRIAL/ HUMAN RELATIONS

During the year employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company. There was a total understanding of the Management objectives by the workers. The Company has consistently tried to improve its HR policies and processes so as to acquire, retain & nurture the best of the available talent in the Industry.

PARTICULARS OF THE EMPLOYEES

During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956. Hence, furnishing of particulars under the Companies (Particulars of employees) Rules, 1975 does not arise.

ACKNOWLEDGEMENT

The Board of Directors wishes to thank the Central Government, State Government, RBI, SEBI, The Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Ltd. (NSE) for their cooperation in various spheres of your Companys functions. The Board of Directors express its gratitude for the cooperation extended by the Financial Institutions / Term Lenders/ Working Capital Consortium Bankers i.e. SICOM Ltd, Yes Bank Ltd, State Bank of Patiala , IDBI Ltd., Bank of Baroda, Allahabad Bank, Dena Bank, Federal Bank Ltd., State Bank of India, State Bank of Indore , Union Bank and Exim Bank for their support.

Your Directors thank all its shareholders, clients and investors for their support during the year and looks forward to their continued support in the years to come.

Your Company has also gained considerably from the sincere and devoted services rendered by its employees at all levels. The Board of Directors wishes to place on record its appreciation of their efforts in enhancing the image of your Company in the global market.

By order of the Board of Directors For SHREE PRECOATED STEELS LTD.

Date : 19th December, 2009 R. S. AJMERA

Place: Mumbai Managing Director