Directors Report of Stelco Strips Ltd.

Mar 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2010

Financials

Rs. in lacs.



Particulars 2009-10 2008-09

Turnover & Other Income:

- Domestic 19280.33 16005.44

- Export 3237.54 8596.12

- Other Income 20.84 22538.71 17.37 24618.93

Profit Before Interest

Depreciation and Tax 1263.97 1513.52

Less: i) Interest 804.84 807.71

ii) Depreciation 208.87 198.37

iii) Provision For Tax 42.00 1055.71 105.00 1111.08

Profit After Tax 208.26 402.44

Add: Balance brought forward 2244.12 1841.68

Surplus Carried Forward 2452.38 2244.12



Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, Corporate Governance Report, certifications and Auditors Certificate regarding compliance of conditions of Corporate Governance are annexed to the Directors Report as Annexure-I.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 your directors state that they have:

a) Followed, in the preparation of Annual Accounts, the applicable accounting standards.

b) Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year and the profit of the company for that year.

c) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, so as to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

d) Prepared the annual accounts on a going concern basis.

Directors

During the year under review, Sh.Om Parkash Jindal resigned as chairman and director of the Company. The Board of Directors accepted his resignation with sincere appreciation of the services rendered by him.

Sh.Ved Parkash Chhabra and Sh. Davinder Goyal directors retire by rotation and being eligible offer themselves for re-appointment at the ensuring Annual General Meeting of the Company.

Fixed Deposits

During the year under review, the Company has not accepted any deposits within the meaning of Section 58-A of the Companies Act,1956 and rules made hereunder:

Auditors

M/s.M.P.Goyal & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of this Annual General meeting and are eligible for re-appointment. They have confirmed that they have been subjected to peer review process of the Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of ICAI. They have also furnished a certificate to the effect that their appointment, if made, will be in accordance with Section 224 (1B) of the Companies Act,1956.

Auditors Report

Auditors Report read with Notes on Accounts is self-explanatory and do not call for further comments.

Listing

The Equity Shares of your Company continue to be listed with the Bombay Stock Exchange Limited to whom Annual Listing Fee upto year 2010-11 has been duly paid.

Conservation of Energy, Technology Absorption and Foreign Exchange

Information required under Section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given as the Annexure-II to the Directors Report.

Particulars of Employee

During the year under review, no employee of the Company was drawing remuneration equal to or more than the limits prescribed under Section 217 (2A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules 1975 as amended.

Acknowledgements

Your Directors wish to place on record their gratitude to banks, shareholders, various government departments, customers and business constituents for their support & co- operation.

Cautionary Statement

Statements in the Management Discussion and Analysis Report describing the Companys expectations, estimates, and projections may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied.



For and on behalf of the Board of Directors

(Bharat Bhushan Jindal

Managing Director



Place : Ludhiana (Mohan Lal Jindal)

Date : 28.05.2010 Executive Director