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A Oneindia Venture

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

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Vaswani Industries Ltd.

Mar 31, 2024

The Directors have pleasure in submitting their 21^st Annual Report of the Company together with the Audited financial Statements for the year ended 31^st March, 2024.

FINANCIAL RESULTS

The Company''s financial performance for the year under review along with previous year''s figures is given hereunder:

Rs. Tn ''Lacs''

Particulars	For the financial year Ended(Standalone)
Particulars	2023-24	2022-23
Revenue From Operation	38934.41	39185.36
Other Income	166.40	164.80
Total Income from Operation	39100.81	39350.16
Total Expenses	37868.25	38275.39
Profit before Interest, Depreciation, Tax and Amortization (EBTDTA]	2379.37	2295.82
Profit before exceptional items and tax	1232.56	1074.77
Exceptional items	-	-
Profit after exceptional items but before tax	1232.56	1074.77
Tax expenses	329.26	473.64
Profit after tax (PAT]	903.29	601.13
Total other comprehensive income	-2.94	-19.12
Total comprehensive income for the year (comprising Profit and other comprehensive income for the year]	900.35	582.01
Paid up share capital (par value @Rs. 10/-each fully paid up]	300.00	300.00

Earning per equity share[par value Rs. 10 each]
[I] Basic	3.01	2.00
[II] Diluted	3.01	2.00

FINANCIAL HIGHLIGHTS

During the fiscal year, our Company reported a revenue from operations of ^ 38,934.41 Lacs on a standalone basis, reflecting a marginal decrease from ^ 39,185.36 Lacs in the previous financial year 2022-2023. Despite this slight dip in revenue, we successfully maintained a robust EBITDA of ^ 2,379.37 Lacs, up from ^ 2,295.82 Lacs in the prior year, demonstrating our strong operational efficiency and cost management.

Moreover, the Company achieved a significant improvement in Net Profit, which stood at ^ 903.29 Lacs, marking a substantial increase compared to ^ 601.13 Lacs in the previous year. This represents a remarkable 50% growth in Profit After Tax (PAT], underscoring our resilience and ability to deliver strong financial performance even in the face of declining product prices.

For a more comprehensive analysis of the Company''s operating and financial performance during the year, please refer to the detailed comments provided in the Management Discussions & Analysis section.

OUTLOOK AND BUSINESS

The Indian steel and sponge iron industry is poised for significant growth in the coming years. Driven by robust economic expansion, increasing urbanization, and infrastructure development, the demand for steel products is expected to surge.

Key factors driving growth:

â¢ Government initiatives: Government policies such as the National Infrastructure Investment Fund (NIIF] and the Production Linked Incentive (PLI] scheme are providing a conducive environment for the industry.

â¢ Infrastructure development: The ongoing expansion of transportation networks, housing projects, and industrial parks will boost steel consumption.

â¢ Export opportunities: India''s growing steel production capacity and competitive pricing position it well to capture global markets.

Challenges and opportunities:

â¢ Raw material costs: Fluctuations in iron ore and coking coal prices can impact profitability.

â¢ Environmental regulations: Stricter environmental standards may require investments in pollution control measures.

â¢ Technological advancements: Adopting advanced technologies can enhance efficiency and reduce costs.

Overall, the Indian steel and sponge iron industry is well-positioned to capitalize on the country''s economic growth and emerging global opportunities.

DIVIDEND AND TRANSFER TO RESERVE

With a view to conserving the Company''s resources for future growth and to bolster its financial position, the Directors have regretfully decided not to recommend a dividend for the financial year 2023-24. Instead, the Company has prudently transferred 10% of its profits to the general reserve to strengthen its financial reserves.

CHANGE IN THE NATURE OF BUSINESS. IF ANY

During the Financial Year under review, there was no change in the nature of the business of the company. The Company has been engaged in the business of manufacturing & trading of Sponge Iron, Steel Billets, HB Wires, Iron Ore Pellets and generation of Power.

WEBSITE OF THE COMPANY

Our Company maintains a website www.vaswaniindustries.com, where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements] Regulations, 2015 have been provided.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Since the conclusion of the financial year on March 31, 2024, there have been no significant developments or commitments that have materially impacted the Company''s financial standing.

ENVIRONMENT

The Company is unwavering in its commitment to upholding the highest quality standards while simultaneously prioritizing environmental stewardship. We are resolute in our mission to achieve environmental sustainability and maintain ecological balance, as evidenced by our diligent efforts to curtail and regulate process emissions, minimize waste generation, and reduce the consumption of energy, water, and raw materials.

Our dedication extends to continuous environmental monitoring, real-time tracking of emissions and effluents, and the thorough treatment and recycling of process byproducts. Additionally, we have optimized the utilization of fly ash, further demonstrating our commitment to resource efficiency. With steadfast determination, the Company continues to spearhead initiatives that address global environmental challenges, such as climate change and global warming, by actively embracing alternative energy sources.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

SHARE CAPITAL CAPITAL STRUCTURE:

During FY'' 2023-24, there was no change in the Authorized Share Capital of the Company. As at the end of FY'' 2023-24, the Authorized Share Capital of the Company was Rs. 35,00,00,000/ comprising of 3,47,50,000 Equity Shares of Rs.10/- each and 2,50,000 Non Cumulative Preference Shares of Rs.10/- e ach. The Paid-up Share Capital is Rs. 30,00,00,000/-comprising of 3,00,00,000 Equity Shares of Rs.10/-each. There was no change in share capital of the Company during the financial year under review.

BRIEF DESCRIPTION ABOUT COMPANYâS OPERATIONS

The principal activity of the company is to undertake manufacturing of iron and steel products including bar, rods, structures, bright bars, pipes, Sheets etc.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2] of the Companies Act, 2013 does not apply as there was no dividend declared and paid last year.

EXTRACT OF ANNUAL RETURN

The copy of draft Annual Return as required under Section 92(3] and Section 134(3)(a) of the Act has been placed on the website www.vaswaniindustries.com of the Company.

PUBLIC DEPOSIT

The Company has not accepted any public deposit during the year under review and no amount against the same was outstanding at the end of the year. However the company has accepted unsecured loan from its sister concern body corporate which qualifies the exemption under section 73 of the Companies'' Act 2013, more particularly detailed in the financial statement.

CONSERVATION OF ENERGY & TECHNICAL ABSORPTION & FOREIGN EXCHANGE EARNING OUTGO

The information required under section 134(3] (m] of the Companies Act, 2013 read with Rule 8(3] of the Companies (Accounts] Rules, 2014, is annexed as ANNEXURE-I to this Directors'' report.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED

No disclosure is required under Section 67 of the Companies Act, 2013 read with Rule 16(4] of the Companies (Share Capital and Debentures] Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

CORPORATE SOCIAL RESPONSIBILITY

The Company''s steel plant is located in the village of Sondra, within the Siltara Industrial Area, approximately 15 kilometers from Raipur City. The Company is fully committed to meeting its CSR obligations as outlined in its CSR Policy, focusing on impactful initiatives near its manufacturing facilities. All CSR activities are carefully overseen by the Board/Committee and executed internally. The CSR Policy is available on the Company''s website at www.vaswaniindustries.com.

In FY 2022-23, the Company''s average net profit was ^4,17,61,004/-, resulting in a prescribed CSR expenditure of ^8,35,220/- (2% of the average net profits over the last three years]. With ^3,56,583/- carried forward from FY 2021-22, the Company spent ^43,92,608/- on CSR, far exceeding the mandatory requirement of ^4,78,637/-. The excess amount of ^39,13,971/-was carried forward to FY 2023-24.

For FY 2023-24, with an average net profit of ^7,70,40,740/-, the prescribed CSR expenditure was ^15,40,815/-. Since the excess expenditure from FY 2022-23 was carried forward and set off, the Company did not make any new CSR expenditure for FY 2023-24.

The Company remains dedicated to creating a positive impact through these initiatives, enriching the lives of those in the surrounding communities.

ANNUAL REPORT ON CSR ACTIVITIES:

The Annual Report on CSR activities initiated and undertaken by the Company during the year under review is annexed herewith as an ANNEXURE-II

AUDIT

Statutory Auditors and Auditors'' Report

M/s Amitabh Agrawal & Co., Chartered Accountants, (Firm Regn. No. 006620C], were appointed as the Statutory Auditors of the Company for a tenure of 5 (five] years, to hold office from the conclusion of the 20th AGM until the conclusion of 25th AGM of the Company to be held in the year 2028.

The Statutory Auditor''s report does not contain any qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards'' Report. All Observations made in the Independent Auditors'' Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12] of the Companies Act, 2013 during the year. The Auditor''s report is enclosed with the financial statements in this Auditor''s Report.

Cost Auditors

Pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 read with Companies (Audit and Auditors Rules, 2014, M/s Sanat Joshi & Associates, Cost Accountants, Raipur have been appointed as Cost Auditors to conduct the audit of cost records of our company for the financial year 2023-24. The remuneration proposed to be paid to them requires ratification by the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

Secretarial Auditors

The Board has appointed M/s. Mayank Arora & Company, Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2023-24. In terms of Regulation 24A of SEBI LODR, the Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith an ANNEXURE - III to this Report.

The Secretarial Audit Report for the financial year 2023-24 contains observations. Observation of Secretarial Auditors and Management reply for the same is given as under:

1. The Company failed to give a reference in the newspaper publication of the link of the website of Company and stock exchange(s], where further details are available as per Regulation 47(2] SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Management''s Reply: The Company inadvertently omitted to include a reference to the website links. We are currently taking proactive steps to rectify this oversight and ensure full compliance with the aforementioned SEBI regulation during the upcoming financial year, 2024-25.

2. The Company has not consolidated its financial statement with its associate entities, C.G. Ispat Private Limited (Private Limited Company] & Subh Infrastructures (Private Limited Company] which is in contravention of provisions of Section 134 of the Companies Act, 2013.

Management''s Reply: These entities are deemed immaterial associates, and their operations have no significant impact on the Company''s overall business activities.

3. The Company failed to submit secretarial compliance report pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 in XBRL mode within sixty days from end of financial year 2023.

Management''s Reply: The facility for filing in XBRL mode on NSE and BSE became available after 15.06.2023, as per the respective circulars No. 20230614-44 issued by BSE and NSE/CML/2023/39 issued by NSE, both dated 14.06.2023. The due date for submission was extended to 30.06.2023. We submitted our filing on 26.06.2023, well within the extended deadline. Therefore, the observation is incorrect

4. The Company has maintained website; however, the disclosures are not maintained under proper sections.

Management''s Reply: The Company acknowledges the observation and is committed to ensuring that all disclosures are properly maintained under the correct sections on the website. We will exercise greater diligence in this matter moving forward.

5. Disclosures to be made on the website of the Company:

i. A code of practices and procedures for fair disclosure of unpublished price sensitive information pursuant to the provisions of Schedule IV of SEBI (Prohibition of Insider Trading] Regulations, 1992 was not available on the website of the Company during the FY 2023-24. It was uploaded on website after closure of financial year. Management''s Reply: The same was already uploaded, but due to a technical error, it was not visible. The error has now been resolved, and it is available on the site.

ii. The Company has not placed a copy of Annual Return on its website pursuant to provision of Section 92 (3] of the Companies Act, 2013.

Management''s Reply: The Company acknowledges the observation. The copy of the Annual Return, pursuant to the provision of Section 92(3] of the Companies Act, 2013, has now been updated and is available on the website

iii. Information about the resignation Mr. Babu Lal Baghwar (DIN: 08430962], as Director and appointment of Ms. Monali Makhija (Company Secretary/ KMPs] was not posted on the website of the Company.

Management''s Reply: The Company acknowledges the observation; information has been updated and is available on the website.

iv. The Company failed to submit audio or video recordings and transcripts of post earnings/quarterly calls to Stock Exchanges on the website pursuant to Regulation 46 (2)(oa) of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015. Management''s Reply: The Company did not conduct any investor meetings or conference calls for earnings. Therefore, the submission of audio or video recordings and transcripts is not applicable.

v. The results declared along with the report of the scrutiniser was not placed on the website of the company immediately after the result declared by the Chairman as provided in Rule 20 (xvi) of Companies (Management and Administration] Rules, 2014.

Management''s Reply: The delay was due to a technical issue on the website. We will exercise more diligence regarding this in the future

j. Forms to be filed with RoC:

i. Pursuant to the provisions of the Companies Act, 2013, the Company has uploaded certain E-forms with additional fees.

ii. There are few deficiencies in the forms filed by the Company with RoC and relevant authorities.

iii. The Company failed to file Form MGT-14 for the appointment of the Internal Auditor for the financial year 2023-24 resulting in contravention of Section 117 of the Companies Act, 2013.

iv. DIN of the Directors of the Company were not mentioned in some of the return, information or particulars required to be furnished as per Section 158 of the Companies Act, 2013.

v. The consent letter was not attached in Form DIR 12 filed for the appointment of Ms. Monali Makhija.

vi. Advance from customer was not provided in Form DPT 3 filed for the year ended 31st March, 2023.

vii. eCSIN was not mentioned in the resignation letter of Ms. Sakshi Agrawal, Company Secretary of the Company attached in Form DIR-12 filed on 19^th December, 2023, which is in contravention of eCSIN Guideline issued by Institute of Company Secretaries of India.

Management''s Reply: The Company is committed to ensuring full compliance with Point No. 6 (i) to (vii] for the Financial Year 2024-25, with enhanced care and diligence.

viii. Form MGT 14 was not filed for ordinary business transacted in AGM 2023 for adoption of accounts and appointment of auditor, etc since the said annual general meeting was held through VC as per General Circular No. 14/2020 issued by the Ministry of Corporate affairs.

Management''s Reply: In our view, MCA Circulars on Virtual General Meetings provide guidelines but do not supersede existing laws. Therefore, only resolutions that require filing under the Companies Act, 2013 (e.g., Section 117] must be filed within 60 days, with an indication that they were passed in a Virtual General Meeting.

ix. The terms and conditions of the appointment including the remuneration as per sub section (2) of section 203 of the Companies Act, 2013 was not provided in board resolution dated 29th February, 2024 attached in Form MGT-14 filed on 11th March, 2024 for appointment of Ms. Monali Makhija as the Company Secretary & Compliance Officer of the Company.

Management''s Reply: The terms and conditions of the appointment, including remuneration, were not detailed in the board resolution dated 29th February 2024, attached to Form MGT-14 filed on 11th March 2024, to maintain confidentiality.

x. Form MGT 7 filed for the financial year 2022-23 pursuant to Section 92 (1) of the Companies Act, 2013 was certified by a company secretary in practice as the whole time Company Secretary appointed for the financial year 2022-23 had resigned as on the date of signing Form MGT 7.

Management''s Reply: The Form MGT-7 for the financial year 2022-23 was certified by a Company Secretary in practice due to the resignation of the whole-time Company Secretary.

xi. Letter of resignation along with detailed reasons for the resignation of Ms. Sakshi Agrawal, Company Secretary as per Clause 7C of Part A of Schedule III not disclosed to the stock exchanges & not provided in Form DIR-12 filed with ROC by the Company. Management''s Reply: The letter of resignation, including detailed reasons for the resignation of Ms. Sakshi Agrawal, Company Secretary, as required under Clause 7C of Part A of Schedule III, was duly disclosed to the stock exchanges and provided in Form DIR-12 filed with the Registrar of Companies.

7. There are few deficiencies in compliances made by the Company with regards to maintenance of minutes and statutory registers.

Management''s Reply: The Company is going to ensure compliance of the same in the Financial Year 2024-25.

8. Pursuant to Regulation 29 of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, the Company failed to give intimation to Stock Exchanges at least five days in advance for Board Meeting held on 14th August, 2023.

Management''s Reply: The Company intended to ensure full compliance; however, due to a misunderstanding, it was believed that XBRL intimation alone was sufficient. As a result, the PDF intimation was overlooked. In the future, the Company will ensure that both PDF and XBRL submissions are made for all intimations.

9. There are few deficiencies in compliances made by the Company with regards to maintenance of minutes and statutory registers.

Management''s Reply: The matter regarding deficiencies in compliance related to the maintenance of minutes and statutory registers has been addressed in Point No. 7 above.

10. The Company failed to attach details of Associate Companies in Form AOC-1 as annexure in Annual Report 2023 which is in contravention of provisions of subsection (3] of section 129 read with rule 5 of Companies (Accounts] Rules, 2014. Management''s Reply: Due to some clerical error this happened there was not any malafide intention behind this. Company is going to attach the same in Annual Report 2024 .

11. The Company failed to submit quarterly/year-to-date consolidated financial results to Stock exchanges pursuant to Regulation 33 (3] of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015.

Management''s Reply: These entities are deemed immaterial associates, and their operations have no significant impact on the Company''s overall business activities.

12. The Company failed to issue agenda and notes to agendas with board meeting notices issued during the year pursuant to provisions of Companies Act, 2013.

Management''s Reply: The agenda have been sent in brief via e-mail, notes are physically sent containing detailed items of agenda.

13. Approval of shareholders of the Company accorded by means of postal ballot in the Extra Ordinary General Meeting held on 28th January, 2022 for reappointment of Mr. Yashwant Vaswani as Chairman cum Whole Time Director of the Company for a period of 5 years from December 10, 2020 to December 10, 2025.

Management''s Reply: The approval of shareholders was obtained through a postal ballot.

14. The registration of Data Bank of Independent Directors was not obtained by Ms. Chittaranjan Parida (DIN: 10049650] and Ms. Supriya Goyal (10045382), Independent Directors of the Company in FY 2023-24 pursuant to provisions of the Companies (Appointment and Qualifications of Directors] Rules, 2014.

Management''s Reply: Both Independent Directors have registered themselves after paying the late fees for the delayed registration.

15. The members of Audit Committee were below three (3] for 9 days in quarter ended Dec 31, 2023 which is in contravention of minimum members requirement of Audit Committee as per Regulation 18 (1)(a) of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015.

16. The two-thirds of the Members of Audit Committee were not independent Director for 9 days in quarter ended Dec 31, 2023 which is in contravention of Regulation 18 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015.

17. The members of Nomination & Remuneration Committee were below three (3] for 9 days in quarter ended Dec 31, 2023 which is in contravention of minimum members requirement of Nomination & Remuneration Committee as per Regulation 19(1](a] of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015.

18. The two-thirds of the Members of Nomination & Remuneration Committee were not independent Director for 9 days in quarter ended Dec 31, 2023 which is in contravention of Regulation 19 (1](c] of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015.

Management''s Reply: The non-compliances mentioned in Points No. 15 to 18 were due to the vacancy of an Independent Director, and the Company''s inability to appoint a replacement within the stipulated period, as it was not feasible to convene a board meeting before November 8, 2023.

19. The Directors appointed during the year has not made disclosure of their holding of securities in the Company as on the date of appointment pursuant to the provisions of Regulation 7 (1] of SEBI (Prohibition of Insider Trading] Regulations, 1992. Management''s Reply: The directors appointed during the year hold no shares in the Company.

20. Consolidated financial statement was not provided in Annual report filed for the year ended 2023 as specified in Regulation 34(2] of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015.

Management''s Reply: These entities are deemed immaterial associates, and their operations have no significant impact on the Company''s overall business activities.

21. MSME Form 1 was not filed for some of the creditors from whom MSME certificate was not received to the Company but payment was outstanding for more than 45 days pursuant to Order dated 22 January, 2019 issued under Section 405 of the Companies Act, 2013.

Management''s Reply: The dues were paid on 06.04.2024, within 45 days. Other dues were disputed, and due to a lack of information, the company could not identify whether the party fell under MSME regulations, so MSME-1 was not filed. After the implementation of section 43B(h) of the Income Tax Act, the auditor approached the party to determine their status. The party then produced the MSME certificate.

22. Following disclosure was not provided in the Board Report filed for the year ended 31.03.2023 as per Section 134 of the Companies Act, 2013 and Rule 8 of The Companies (Accounts] Rules, 2014:

The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

Management''s Reply: There were no instances of loan settlements during the year, nor did the company have any settlements of loans. Therefore, the required reporting was not applicable.

23. Following standard was not provided in the Code of Fair Disclosure uploaded on website as specified in Sch B of SEBI (Prohibition of Insider Trading] Regulations, 1992:

1. The code of conduct shall specify any reasonable timeframe, which in any event shall not be more than seven trading days, within which trades that have been precleared have to be executed by the designated person, failing which fresh preclearance would be needed for the trades to be executed.

2. The code of conduct shall stipulate such formats as the board of directors deems necessary for making applications for pre-clearance, reporting of trades executed, reporting of decisions not to trade after securing pre-clearance and for reporting level of holdings in securities at such intervals as may be determined as being necessary to monitor compliance with these regulations.

3. The code of conduct shall stipulate the sanctions and disciplinary actions, including wage freeze, suspension, recovery, etc., that may be imposed, by the listed company required to formulate a code of conduct under sub-regulation (1] of regulation 9, for the contravention of the code of conduct.

Management''s Reply: The Company will take steps to update this information.

24. The following additional disclosures was missing in the annual report filed for the year ended 2023 as specified in Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015:

B. Management Discussion and Analysis: [As per Schedule V-(B)]

1. the listed entity''s competitive position:

1. Segment-wise or product-wise performance

ii. Risks and concerns.

iii. Internal control systems and their adequacy.

iv. Below key financial ratios:

a. Debtors Turnover

b. Interest Coverage Ratio

c. Operating Profit Margin (%)

2. Disclosure of Accounting Treatment [As per Schedule V-(B)(2)]

C. Corporate Governance Report: [As per Schedule V-(C)]

i. a chart or a matrix setting out the skills/expertise/competence of the board of directors [Point 2(h)]

ii. whether any special resolution is proposed to be conducted through postal ballot [Point 7(b)]

iii. total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part

iv. disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013

v. disclosure by listed entity and its subsidiaries of ''Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount

vi. details of material subsidiaries of the listed entity; including the date and place of incorporation and the name and date of appointment of the statutory auditors of such subsidiaries

vii. web link where details of familiarisation programmes imparted to independent directors is disclosed [Point C (2)(g)]

viii. confirmation that in the opinion of the board, the independent directors fulfill the conditions specified in these regulations and are independent of the management.

ix. Nomination and Remuneration Committee: [Point C(4)]

(a] brief description of terms of reference

x. Stakeholders'' relationship committee [Point C(5)]

xi. Senior management [Point C (5B)]

xii. Means of communication [Point C (8]]

1. newspapers wherein results normally published (Point C (8b]]

xiii. General shareholder information: [Point C (9]]

1. performance in comparison to broad-based indices such as BSE Sensex, CRISIL Index etc;

2. outstanding global depository receipts or American depository receipts or warrants or any

3. list of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any.

Management''s Reply: The Company has briefly reported the information mentioned above as applicable. However, the company will ensure that all required reporting is included in detail in the Annual Report for FY 2023-24.

BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015

BOARD EVALUATION

During the financial year, formal annual evaluation of the Board, its committees and individual Directors was carried out pursuant to the Board Performance Evaluation Policy of the Company and under the provisions of the Companies Act 2013, relevant Rules and the Corporate Governance requirements as prescribed under Regulation 17 of Listing Regulations, 2015 and the circular issued by SEBI with respect to Guidance Note on Board Evaluation from time to time.

The performance of the Board and committees was evaluated after seeking inputs from all the Directors on the basis of the criteria such as Board/ committee constitutions, frequency of meetings, effectiveness of processes etc. The performance of individual Directors (including Independent Directors] was evaluated by the Board and Nomination & Remuneration Committee (excluding the Director being evaluated] after seeking inputs from all Directors on the basis of the criteria such as thought contribution, business in sights and applied knowledge.

As per stipulations in Para VII of the Code for Independent Directors in Schedule IV of the Act and as per SEBI (LODR), a separate meeting of the Independent Directors was held on 15th March, 2024 and was attended by all Independent Directors of the Company

NUMBER OF BOARD MEETINGS

The Board has met fourteen (14] times during the year ended 31st March, 2024. The details of the Board Meetings and other Committee Meetings held during the financial year 2023-24 with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report, which is part of annual report.

DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5] of the Companies Act, 2013 the Board hereby submits its responsibility statement: -

a] In the preparation of the annual accounts for the year ended 31^st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 at the end of the Financial Year and of the profit and loss of the company for that period;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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; and

e) The directors have, in all material respects, implemented an internal financial controls system over financial reporting and such internal financial controls over financial reporting were adequate and operating effectively.

The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations as required under the provisions of Section 149 (7) of the Companies Act, 2013 stating that they meet the eligibility criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors held their separate meeting on 15th March, 2024 inter alia, to discuss:

â¢ Review the performance of Independent Directors.

â¢ Review the performance of the Non-Independent Directors.

â¢ Review the performance of the committees and Board as a whole.

â¢ Review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

â¢ Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties

NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, 2015, the Company has put in place a Familiarization Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company and nature of the industry in which the Company operates.

DIRECTOR AND KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As on the date of the report, your company has the following Directors and Key Managerial Personnel:

S.No	Name of Director/KM P	Designatio n	DIN	Appointment/Resignatio n	Date of Appointmen t / Resignation
1.	Rituraj Peswani	NonExecutive -Independen t Director	0004027 7
2.	Yashwant Vaswani	Wholetime Director	0162740 8
3.	Supriya Goyal	NonExecutive -Independen t Director	1004538 2	Appointment	24/07/2023
4.	Pawan Kumar Jha	Director	0681294 4	Appointment	23/02/2024
5.	Satya Narayan Gupta	Director	0951738 1
6.	Chittaranjan Parida	NonExecutive -Independen t Director	1004965 0	Appointment	31/08/2023
7.	Ashok Kumar Suri	NonExecutive -Independen t Director	0029189 7	Resignation	29/10/2023
8.	Babulal	Executive	0843096	Resignation	08/11/2023

	Baghawar	Director	2
9.	Sakshi Agrawal	Company Secretary & Compliance officer		Resignation	05/12/2023
10.	Monali Makhija	Company Secretary & Compliance officer		Appointment	29/02/2024
11.	Kushal Vaswani	Chief Financial Officer

During the year under review following Changes were made in Board of Directors and KMP of the Company

Ms. Sakshi Agrawal was appointed as compliance officer-cum-Company secretary of the company on 17.03.2023. However she has resigned from the office of company secretary w.e.f. 05.12.2023.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Satya Narayan Gupta (DIN: 09517381], Non Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Mr. Chittaranjan Parida (Non-Executive Independent Director] resigned from the office of director w.e.f. 23.06.2023. However he was appointed as an additional director in the in the category of Non-Executive Independent Director w.e.f. 31.08.2023 and was regularized as Director (non-executive] at the Annual General Meeting held for the year 2022-23.

Mr. Babulal Baghawar Executive Director resigned from the office of director w.e.f. 08.11.2023

Mr. Ashok Kumar Suri (Non-Executive Independent Director] retired from the office of director w.e.f. 29.10.2023.

Ms. Supriya Goyal was appointed as an additional director in the category of non- executive independent director w.e.f. 24.07.2023 and and was regularized as Director (non-executive] at the Annual General Meeting held for the year 2022-23.

Mr. Pawan Kumar Jha was appointed as an additional director w.e.f 23.02.2024. However he was ceased to be director w.e.f 22.05.2024.

Ms. Monali Makhija was appointed as compliance officer-cum-Company secretary of the company on 29.02.2024

Mr. Chittaranjan Parida brings to the Board his extensive knowledge and experience in areas of steel manufacturing, core understanding of issues that affects Infrastructure sectors in India.

Similarly, Ms. Supriya Goya brings to the Board her extensive knowledge and experience in areas of capital raising, mergers and acquisitions, financial structuring and corporate restructuring.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments by your Company under Section 186 of the Act are stated in Notes to Accounts, forming part of the Annual Report.

NOMINATION AND REMUNERATION COMMIITEE AND ITS POLICY

The Company has a Nomination and Remuneration Committee of Directors; Members of said Committee are Non-executive Directors. Details of the role and responsibilities of the Committee, the particulars of meeting(s] held and attendance of the Members at such meeting(s) are given in the Corporate Governance Report. The Board has framed a Nomination and Remuneration policy which is available on the Company website.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9] & (10) of the Act and the SEBI Listing Regulations, 2015, a Vigil Mechanism and Whistle Blower Policy for Directors, employees and other stakeholders to report genuine concerns has been established. The same is also uploaded on the website of the Company.

RISK MANAGMENT

During the year, the Company reviewed and strengthened its risk management policy and the risk management framework which ensures that the Company is able to carry out identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES

Information pursuant to Rule 5(1] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 is annexed to this report as ANNEXURE- IV. Further, particulars of employees'' remuneration, as prescribed under section 197(12] of the Companies Act, 2013, read with Rule 5(2] and 5(3] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, are not attached with this report since there was no employee who was in receipt of excess remuneration as prescribed.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

As per SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, Management Discussion and Analysis report is part of the Annual Report and is annexed herewith as ANNEXURE-VII. A report on Corporate Governance together with the Auditors'' Certificate regarding the compliance of conditions of Corporate Governance is part of the Annual Report and is annexed as ANNEXURE -V.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the period under review there were no significant and material orders passed by the Regulators/Courts or Tribunals impacting the going concern status of the Company and its operations in future.

SUBSIDIARIES, ASSOCIATE AND IOINT VENTURE COMPANIES

C.G. Ispat Private Limited and Shubh Infrastructures Private Limited is an Associate Company of Vaswani Industries Limited within the meaning of Section 2(6] of the Companies Act, 2013 (âActâ) as on 31st March, 2024. There are no other subsidiary companies or joint venture companies. There has been no material change in the nature of the business of the Associate Company. Pursuant to the provisions of Section 129(3] of the Act, a statement containing salient features of the Financial Statements of the Associate Companies in Form AOC-1 is furnished in ANNEXURE-VI and is attached to this Report.

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. Prior omnibus approval was obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1] of the Companies Act, 2013. Also, there were no material related party contracts entered into by the Company during the year under review.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual Report 2023-24.

DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

There are no applications made during the financial year 2023-24 by or against the company and there

are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

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 REASONS THEREOF

During the reporting period, no such event transpired; consequently, no issues pertaining to valuation have arisen

PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase

or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company''s internal control procedures includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organization''s pace of growth and increasing complexity of operations. Details of internal control system and its adequacy are furnished in "Management Discussion & Analysis Report", forming part of this Report.

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company''s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company does not have a formal Anti Sexual Harassment policy in place but has taken adequate measures including checks and corrections in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal] Act, 2013. Internal Complaints Committee (ICC] has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees] are covered under the policy.

The following is a summary of sexual harassment complaints received and disposed off during the current financial year 2022-23.

No. of Complaints received:	NIL
No. of Complaints disposed off:	NIL

MAINTENANCE OF COST RECORDS:

The Company is required to maintain cost records of the Company as specified under Section 148 (1] of the Companies Act, 2013. Accordingly, the Company has properly maintained cost records and accounts.

STANDALONE ACCOUNTS

The Standalone financial statements for the year ended 31^st March, 2024 have been prepared in accordance with Indian Accounting Standards (Ind AS] notified under the Companies (Indian Accounting Standards] Rules, 2015 together with the comparative period data as at 31st March, 2024 and for the previous year ended 31st March, 2023.

ACKNOWLEDGEMENT

Your Directors wish to thank all stakeholders, employees and business partners and Company''s bankers for their continued support and valuable co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

By order of the Board of Directors For, Vaswani Industries Limited

Sd/- Sd/-

Place: Raipur Yashwant Vaswani Satya Narayan Gupta

Date: 17.08.2024 (Whole Time Director] (Director]

DIN: 01627408 DIN:09517381

Mar 31, 2023

The Directors have pleasure in submitting their 20^th Annual Report of the Company together with the Audited financial Statements for the year ended 31^st March, 2023.

FINANCIAL RESULTS

The Company''s financial performance for the year under review along with previous year''s figures is given hereunder:

Particulars	For the financial year Ended(Standalone)
	2022-23	2021-22
Revenue From Operation	39185.36	37442.07
Other Income	164.80	78.37
Total Income from Operation	39350.16	37520.44
Total Expenses	38275.39	36798.26
Profit before Interest, Depreciation, Tax and Amortization (EBIDTA)	2295.82	1974.94
Profit before exceptional items and tax	1074.77	722.18
Exceptional items	-	-
Profit after exceptional items but before tax	1074.77	722.18
Tax expenses	473.64	279.91
Profit after tax (PAT)	601.13	442.27
Total other comprehensive income	-19.12	0 4. 1 3
Total comprehensive income for the year (comprising Profit and other comprehensive income for the year)	582.01	446.40
Paid up share capital (par value @Rs. 10/-each fully paid up)	300.00	300.00
Earning per equity share[par value Rs. 10 each] [I] Basic	2.00	1.47
[II] Diluted	2.00	1.47

FINANCIAL HIGHLIGHTS

During the year, the revenue from operations of your Company on standalone basis has increased to Rs. 39185.36 Lacs as compared to Rs. 37442.07 Lacs during previous financial year 2021-2022. The company has maintained EBITDA, the Profit before other income, Finance Cost, Depreciation, Exceptional Items, Tax & Amortization (EBITDA) on standalone basis at ^ 2295.82 Lacs as compared to ^ 1974.94 Lacs during previous year. The Net Profit on standalone basis stood at ^ 601.13 Lacs as compared to a net Profit of ^ 442.27 Lacs during previous year. The performance of the Company was satisfactory during the Year.

The detailed comments on the operating and financial performance of the Company, during year under review have been given in the Management Discussions & Analysis.

OUTLOOK AND BUSINESS

The upcoming fiscal year is anticipated to persistently face hurdles such as a deceleration in economic expansion, a dip in demand, elevated costs of input commodities, rising power and fuel expenses, interruptions in the supply chain, and amplified freight charges. The prospective outlook is predicted to be a blend of favorable circumstances and obstacles, with the company''s ability to adapt and make proactive changes in response to the continually shifting macroeconomic landscape standing as pivotal.

DIVIDEND AND TRANSFER TO RESERVE

In view of conserving resources of the Company for future plan and to strengthen its fund and liquid position, Directors are unable to recommend any dividend. The company has transferred 10% of the profit to general reserve during the financial year 2022-23.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2023 and to the date of the report.

Further, it is hereby confirmed that there has been no change in the nature of business of the Company. The Company has been engaged in the business of manufacturing & trading of Sponge Iron, Steel Billets, HB Wires, Iron Ore Pellets and generation of Power.

ENVIRONMENT

The company is wholeheartedly dedicated to upholding quality standards while also prioritizing environmental preservation. It remains steadfast in its mission to achieve environmental sustainability and maintain ecological equilibrium. This commitment is reflected in its practices of curtailing and regulating process emissions, minimizing waste generation, and reducing energy, water, and raw material consumption. Ongoing efforts include regular environmental monitoring, real-time tracking of emissions and effluents, as well as the treatment and recycling of process effluents. Furthermore, the company has effectively optimized the utilization of fly ash. With unwavering determination, the company persistently advances initiatives aimed at addressing global environmental concerns, such as climate change and global warming, by actively harnessing alternative energy sources.

SECRETARIAL STANDARDS

SHARE CAPITAL CAPITAL STRUCTURE:

During FY'' 2022-23, there was no change in the Authorized Share Capital of the Company. As at the end of FY'' 2022-23, the Authorized Share Capital of the Company was Rs. 35,00,00,000/ comprising of 3,47,50,000 Equity Shares of Rs.10/- each and 2,50,000 Non Cumulative Preference Shares of Rs.10/- e ach. The Paid-up Share Capital is Rs. 30,00,00,000/- comprising of 3,00,00,000 Equity Shares of Rs.10/-each. There was no change in share capital of the Company during the financial year under review.

BRIEF DESCRIPTION ABOUT COMPANY''S OPERATIONS

The principal activity of the company is to undertake manufacturing of iron and steel products including bar, rods, structures, bright bars, pipes, Sheets etc.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no dividend

declared and paid last year.

EXTRACT OF ANNUAL RETURN

The copy of draft Annual Return as required under Section 92(3) and Section 134(3)(a) of the Act has been placed on the website of the Company.

PUBLIC DEPOSIT

CONSERVATION OF ENERGY & TECHNICAL ABSORPTION & FOREIGN EXCHANGE EARNING OUTGO The information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed as ANNEXURE-I to this Directors'' report.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED

No disclosure is required under Section 67 of the Companies Act, 2013 read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

CORPORATE SOCIAL RESPONSIBILITY

The Company''s steel plant is situated in the village of Sondra, within the Siltara Industries Area in Raipur. This location is approximately 15 kilometers away from Raipur City. The Company is steadfastly committed to fulfilling its CSR obligations in accordance with its CSR Policy, focusing on comprehensive implementation within the vicinity of its manufacturing facilities. All CSR endeavors and initiatives are under the vigilant oversight of the Board/Committee and are executed internally by the Company.

A selection of the Company''s notable contributions to socioeconomic advancement, education, and healthcare includes:

1) Advancement of Education - Facilitating the provision of furniture for Pt. Shyama Charan Shukl Government College in Dharsinva, Raipur.

2) Sports Workshop - Orchestrating training workshops for aspiring boxers in Raipur, fostering sports development.

3) Contribution to PM CARES Fund - Demonstrating solidarity by contributing to the PM CARES Fund.

The Company remains dedicated to creating a positive impact through these initiatives, enriching the lives of those in the surrounding communities.

ANNUAL REPORT ON CSR ACTIVITIES:

The Annual Report on CSR activities initiated and undertaken by the Company during the year under review is annexed herewith as an ANNEXURE-II

AUDIT

Statutory Auditors And Auditors'' Report

M/s Amitabh Agrawal & Co., Chartered Accountants, (Firm Regn. No. 006620C), were appointed as the Statutory Auditors of the Company for a tenure of 5 (five) years, to hold office from the conclusion of the 15th AGM held on 30th October, 2015 until the conclusion of the ensuing AGM. M/s. Amitabh Agrawal''s tenure of 5 (five) years as Statutory Auditors concludes at this ensuing AGM.

The Company has received confirmation from the Statutory Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

The Board of Directors of the Company on the recommendation of the Audit Committee has re-appointed M/s Amitabh Agrawal & Co, as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a second term 5 (five) years to hold office from the conclusion the ensuing AGM till the conclusion of 25th AGM of the Company to be held in the year 2028, subject to approval by the Members at the ensuing AGM.

The Board recommends to seek consent of its Members at the ensuing AGM on re-appointment of BSR as Statutory Auditors for tenure of 5 (five) years, to examine and audit the accounts of the Company during the said period.

The Statutory Auditor''s report does not contain any qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards'' Report.

Cost Auditors

Pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 read with Companies (Audit and Auditors Rules, 2014, M/s Sanat Joshi & Associates, Cost Accountants, Raipur have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2023-24. The remuneration proposed to be paid to them requires ratification by the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

Secretarial Auditors

The Board has appointed M/s. Mayank Arora & Company, Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2022-23. In terms of Regulation 24A of SEBI LODR, the Secretarial Audit Report for the Financial Year ended March 31, 2023 is annexed herewith an ANNEXURE - III to this Report.

BOARD COMMITTEES

BOARD EVALUATION

The performance of the Board and committees was evaluated after seeking inputs from all the Directors on the basis of the criteria such as Board/ committee constitutions, frequency of meetings, effectiveness of processes etc. The performance of individual Directors (including Independent Directors) was evaluated by the Board and Nomination & Remuneration Committee (excluding the Director being evaluated) after seeking inputs from all Directors on the basis of the criteria such as thought contribution, business in sights and applied knowledge.

As per stipulations in Para VII of the Code for Independent Directors in Schedule IV of the Act and as per SEBI (LODR), a separate meeting of the Independent Directors was held on 26th July, 2022 and was attended by all Independent Directors of the Company

NUMBER OF BOARD MEETINGS

The Board has met fourteen (14) times during the year ended 31st March, 2023. The details of the Board Meetings and other Committee Meetings held during the financial year 2022-23 with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:-

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

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 at the end of the Financial Year and of the profit and loss of the company for that period;

d) The directors have prepared the annual accounts on a going concern basis; and

The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

DIRECTOR AND KEY MANAGERIAL PERSONNEL

The following persons are the Key Managerial Personnel of the Company as per the provisions of Section 203 of the Companies Act, 2013

1) Mr. Yashwant Vaswani, Whole Time Director

2) Mr. Kushal Vaswani, Chief Financial Officer

3) Ms. Sakshi Agrawal, Company Secretary & Compliance officer

Ms. Riya Thourani was appointed as compliance officer-cum-Company secretary of the company on 23.09.2022. However she has resigned from the office of company secretary w.e.f. 17.03.2023.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Mr. Babu Lal Baghwar (DIN: 08430962), Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Mr. Satya Narayan Gupta (DIN: 09517381) was appointed as an Additional Director by the board of Directors of the Company w.e.f. 30.05.2022 and was regularized as Director (non-executive) at the Annual General Meeting held for the year 2021-22.

Mr. Chittaranjan Parida was appointed as an Additional Director (Non-Executive & Independent) on the Board of the Company w.e.f. 27.03.2023. However he resigned from the office of director w.e.f. 23.06.2023.

Ms. Satyawati Parashar (DIN: 00761009) (Non-Executive Independent Director) resigned from the office of director w.e.f. 07.06.2023.

Ms. Supriya Goyal was appointed as an additional director in the category of non- executive independent director w.e.f. 24.07.2023 and her term of office comes to an end at the ensuing Annual General Meeting.

Mr. Chittaranjan Parida was appointed as an additional director in the category of non- executive independent director w.e.f. 31.08.2023 and his term of office comes to an end at the ensuing Annual General Meeting.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013

The particulars of loans, guarantees and investments by your Company under Section 186 of the Act are stated in Notes to Accounts, forming part of the Annual Report.

NOMINATION AND REMUNERATION COMMIITEE AND ITS POLICY

The Company has a Nomination and Remuneration Committee of Directors; Members of said Committee are Non-executive Directors and Independent Directors. Details of the role and responsibilities of the Committee, the particulars of meeting(s) held and attendance of the Members at such meeting(s) are given in the Corporate Governance Report. The Board has framed a Nomination and Remuneration policy which is available on the Company website.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Act and the SEBI Listing Regulations, 2015, a Vigil Mechanism and Whistle Blower Policy for Directors, employees and other stakeholders to report genuine concerns has been established. The same is also uploaded on the website of the Company.

RISK MANAGMENT

PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES

Information pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as ANNEXURE- IV. Further, particulars of employees remuneration, as prescribed under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not attached with this report since there was no employee who was in receipt of excess remuneration as prescribed.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis report is part of the Annual Report and is annexed herewith as ANNEXURE-V. A report on Corporate Governance together with the Auditors'' Certificate regarding the compliance of conditions of Corporate Governance is part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS During the period under review there were no significant and material orders passed by the Regulators/Courts or Tribunals impacting the going concern status of the Company and its operations in future.

SUBSIDIARIES. ASSOCIATE AND IOINT VENTURE COMPANIES

C.G. Ispat Private Limited is an Associate Company of Vaswani Industries Limited within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ) as on 31st March, 2022. There are no other subsidiary companies or joint venture companies. There has been no material change in the nature of the business of the Associate Company. Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the Financial Statements of the Associate Companies in Form AOC-1 is furnished in ANNEXURE-VI and is attached to this Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered and executed during the year under review were at arms'' length basis. As per the provisions of Section 188 of the Companies Act, 2013 and Rules made there under read with Regulation 23 of SEBI LODR, your Company had obtained approval of the Audit Committee under omnibus approval route and / or under specific agenda before entering into such transactions. Particulars of contracts or arrangements entered into by your Company with the related parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed form AOC-2, is attached as ANNEXURE -VII to this Report. Your Directors draw attention of the members to notes to the financial statements which inter-alia set out related party disclosures. The Policy on materiality of related parties transactions and dealing with related parties as approved by the Board may be accessed on your Company''s website at the link. In terms of Regulation 23 of the SEBI LODR, approval of the members for all material related party transactions will be taken at the ensuing AGM. The details pertaining to transaction with person or entity belonging the promoter/promoter group which holds 10% or more shareholding in the Company is mentioned in the Standalone Financial Statement.

DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

There are no applications made during the financial year 2022-23 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

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

Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under the policy.

The following is a summary of sexual harassment complaints received and disposed off during the current financial year 2022-23.

No. of Complaints received:	NIL
No. of Complaints disposed off:	NIL

MAINTENANCE OF COST RECORDS:

The Company is required to maintain cost records of the Company as specified under Section 148 (1) of the Companies Act, 2013. Accordingly, the Company has properly maintained cost records and accounts.

STANDALONE ACCOUNTS

The Standalone financial statements for the year ended 31^st March, 2023 have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together with the comparative period data as at 31st March, 2023 and for the previous year ended 31st March, 2022.

ACKNOWLEDGEMENT

By order of the Board of Directors For, Vaswani Industries Limited

Ritu Raj Peswani Place: Raipur

(Chairman) Date: 31.08.2023

DIN: 00040277

Mar 31, 2018

DIRECTORS'' REPORT

The Directors take pleasure in presenting the Fifteenth Annual Report on the business and operations of the company and its financial results for the year ended on 31^st March, 2018.

1. FINANCIAL RESULTS

Financial Results of the Company for the financial year under report are summarized below for your consideration:

(Rs. in Lacs)

PARTICULARS	31-03-2018	31-03-2017
REVENUE FROM OPERATIONS	23779.08	25551.05
PROFIT BEFORE INTEREST AND DEPRECIATION	1664.87	1663.96
FINANCE COST	872.56	924.14
DEPRECIATION	539.32	574.47
NET PROFIT BEFORE TAX	252.99	165.37
TAX EXPENSES	(197.78)	(11.61)
NET PROFIT AFTER TAX	450.77	176.99
TRANSFER TO GENERAL RESERVE	45.07	17.70
TRANSFER TO PROFIT & LOSS ACCOUNT	405.70	159.29

2. PERFORMANCE REVIEW

During the year under review, your Company has achieved profit of Rs. 450.77 lacs after meeting all expenses and taxes, as compared to Rs. 176.97 lacs during the previous year. There is a significant growth of 154% over the previous year. The company has gained profit due to decrease in cost of the raw materials, stores and consumables, fuel and power cost. It is significant to note that the directors have fulfilled their assurance given in the last year''s report of improving the situation and bring more profit in the current year.

3. FUTURE PROSPECTS

Barring any unforeseen circumstances, the company hopes not only to maintain its current level of operations and to further improve thereon.

4. INDIAN ACCOUNTING STANDARD

The Ministry of Corporate Affairs (MCA) on February 16, 2015, notified that Indian Accounting Standards (Ind AS) are applicable to prescribed Listed Companies from April 1, 2017. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the Company from April 1, 2017. The reconciliations and descriptions of the effect of the transition from previous GAAP to Ind AS have been set out in Note A & B in the notes to accounts in the standalone financial statement.

5. SHARE CAPITAL

a) Capital structure: The Authorized Share Capital of your Company is Rs. 35,00,00,000 /-comprising of 3,47,50,000 Equity Shares of Rs.10/- each and 2,50,000 Non-Cumulative Preference Shares of Rs.10/- each. The Paid-up Share Capital is Rs. 30,00,00,000 /- comprising of 3,00,00,000 Equity Shares of Rs.10/- each.

b) Buy Back of Securities - The Company did not buy back any of its securities during the year under review.

c) Sweat Equity - The Company did not issued any Sweat Equity Shares during the year under review.

d) Bonus Shares - No Bonus Shares were issued during the year under review.

e) Employees Stock Option - The Company has not provided any Stock Option Scheme to the employees.

6. SAFETY

The company continues to adopt safety measures to protect the health of workers. Company has complied with the measures to be taken regarding hazards or risks to safety and health from the production of iron and steel, including appropriate standards, codes and guidelines as prescribed, approved or recognized by the competent authority.

Company continues to properly maintain its workplaces, plant, equipment, tools and machinery, and also organizes work in such a manner so as to eliminate and control hazards and risks in the production of iron and steel, which is in consistent with national laws and regulations.

Company in consultation with workers and their representatives, looks after:

(i) assessment of the hazards and risks to the safety and health of workers arising from the production of iron and steel,

(ii) effective use of the information provided by the supplier of equipment or materials and from other reasonably available sources; and

(iii) measures to reduce exposure to eliminate or control risks to safety and health identified in the above risk assessment.

7. POLLUTION CONTROL MEASURES

The company is law compliant and has already installed Waste Heat Recovery Boilers (WHRB) equipped with 3 kilns 100 X 3 MT per day capacity, which help to generate 11.5 Mw power/hour preventing the waste, heat and fumes to dilute in the atmosphere. Emission Stream Pre-treatment (ESP) machines are implemented to filter the gases from the all the chimneys of the industry. Plantation is a vivacious step taken by the company to cover most of the area near the industry.

8. DIVIDEND

With a view to conserve the liquid resources and to strengthen the financial position of the Company, your board of directors has not recommend dividend for the financial year ended 31^st March, 2018.

9. 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.

10. TRANSFER TO RESERVES

Your Company has transferred 10% of profit i.e. Rs.45.07 lacs in the General Reserves Account during the Financial Year 2017-18.

11. CHANGES IN NATURE OF BUSINESS:

The Company has been engaged in the business of manufacturing the trading of Iron Ore Pellets, Sponge Iron, Steel Billets, HB Wires and generation of Power. There is no change in the nature of Business of the Company during the Financial Year 2017-18.

12. LISTING

The Company equity shares are listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The company is duly complying with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors have established ''Whistle Blower Policy'' and ''Code of Conduct'' for the directors & employees of the Company as required under the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its powers) Rules, 2014. The said Policy has been properly communicated to all the directors and employees of the Company through the respective departmental heads and the new employees shall be informed about the Vigil Policy by the Personnel Department at the time of their joining. Managing Director''s declaration regarding compliance of Code of Conduct by Board Members and Senior Management personnel is annexed as "Annexure-A"

14. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION & FOREIGN EXCHANGE EARNING OUTGO

In accordance with the requirements of section 134 (3) (m) of the Companies Act, 2013 read with the companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988, a statement showing the information relating to the Conservation of Energy, Research and Development, Technology absorption and foreign exchange earnings and is enclosed in "Annexure-B" and should be treated as a part of this report.

15. PROVISION FOR TAX

Liability of tax have been determined on the basis of Accounting Standard - 22 which is accounting for taxes on income and accordingly, the tax expenses comprising of deferred tax liability have been calculated.

16. INDUSTRIAL RELATIONS:

Industrial relations in the company during the year were peaceful, cordial and healthy. Company had been able to maintain good industrial atmosphere and enjoys mutual trust between the management and its employees.

17. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 134 (5) of the Companies Act 2013, with respect to Directors, Responsibility Statement, it is hereby confirmed that:-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

18. AUDITORS Statutory Auditors

M/s. Batra Deepak & Associates, Chartered Accountants had resigned from the office of Statutory Auditor of the Company due to which casual vacancy arise. M/s. Amitabh Agrawal & Co., Chartered Accountants, were appointed as auditors by the members in the Extra-ordinary General Meeting held on 29^th May, 2018 to hold office until the conclusion of the forthcoming Annual General Meeting and pursuant to section 139 of the Companies Act, 2013, and Rule 6 of the Companies (Audit and Auditors) Rules, 2014 they are eligible for re-appointment. The Audit Committee considering the qualifications and experience of M/s. Amitabh Agrawal & Co., Chartered Accountants (Firm Regn. No.006620C) has recommended their appointment as Statutory Auditors of the company for the period from the conclusion of ensuing Annual General Meeting to be held in the year 2018 to the conclusion of Annual General Meeting to be held in the year 2023. The Company has received a certificate from M/s. Amitabh Agrawal & Co., to the effect of their appointment, if made, would be within the limits prescribed under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment and also satisfies the criteria as mentioned under Section 141 of the Companies Act, 2013.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Amendment Rules 2014 M/s Sanat Joshi & Associates has been re-appointed as cost auditors for conducting Cost Audit for the financial year 2017-18.

Internal Auditors

M/s Agrawal Jain & Co, Chartered Accountants were appointed as Internal Auditors for the FY 2017 18.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Satish Batra & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit for the financial year 2017-18.

19. AUDITORS'' REPORTS Statutory Auditors

There are no qualifications, reservations, adverse remarks or disclaimers in the statutory Auditor''s Report on the Financial Statements of the company for the financial year 2017-18 and hence does not require any explanations or comments.

Secretarial Audit

There are no qualifications, reservations, adverse remarks or disclaimers in the Secretarial Auditor''s Report on Secretarial and other applicable legal compliances to be made by the company for the financial year 2017-18 and hence does not require any explanations or comments. The Report of the Secretarial Audit Report is annexed herewith as "Annexure-C".

20. EXTRACT OF THE ANNUAL RETURN AS REQUIRED UNDER SECTION 92(3) OF THE COMPANIES ACT, 2013

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-D".

21. DECLARATION - INDEPENDENT DIRECTORS

The Board of Directors declare that the Independent Directors Mr. Lekhu T Mulchandani, Mr. Ashok Suri, Mr. Sanjay Jadwani & Mrs. Satyawati Parashar are:

(a) in the opinion of the Board, are persons of integrity and possesses relevant expertise and experience;

(b) (i) who were or were not a promoter of the company or its holding, subsidiary or associate Company.

(ii) who are not related to promoters or directors in the company, its holding, subsidiary or associate Company;

(c) Who have or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year;

(d) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company or their promoters, or directors, amounting to two percent or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

(e) Who, neither himself nor any of his relatives -

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial year immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or propriety or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of

(A) a firm of auditors/company secretaries in practice or cost auditors or the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

(iii) holds together with his relative two per cent, or more of the total voting power of the company; or

(iv) Is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty-five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(f) who possesses such other qualification as may be prescribed.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans given, Investments made and corporate guarantees extended by the company as covered under the provisions of Section 186 of the Companies Act, 2013 are given note 2 & 3 in Financial Statements.

23. REGISTERED OFFICE

The Registered office of your Company was shifted from MIG-4, Indrawati colony, Raipur 492001 (C.G.) to Bahesar Road, Near Cycle Park, Vill - Sondra, Phase-II, Industrial Area, Siltara, Raipur, 493221 (C.G.) with effect from 15^th July, 2017. The new address of the registered office is within the local limits of Raipur Municipal Corporation. Necessary formalities in this regard have been complied with pursuant of section 12 of Companies Act, 2013 and rules framed there under.

24. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

C.G. Ispat Private Limited is a Associate Company of Vaswani Industries Limited within the meaning of Section 2(6) of the Companies Act, 2013 ("Act") as on 31^st March, 2018. There are no other subsidiary companies or joint venture companies. There has been no material change in the nature of the business of the Associate Company.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the Financial Statements of the Associate Companies in Form AOC-1 is furnished in "Annexure-E" and is attached to this Report.

25. RELATED PARTY TRANSACTIONS

A detailed report on contracts and arrangements made during the year 2017-18, being arm''s length transactions have been mentioned in form AOC-2 herewith as "Annexure-F".

26. RISK MANAGEMENT POLICY IMPLEMENTATION

In today''s economic environment, Risk Management is an important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company''s risk management is embedded in the business processes. The Risk Management Policy is being displayed on our website www.vaswaniindustries.com.

27. NOMINATION AND REMUNERATION POLICY

Company''s Policy on Directors appointment and Remuneration including criteria for determining qualification, positive attributes, independence of directors and other matters provided under section 178(3) of the Companies Act, 2013 is attached herewith as "Annexure-G".

28. AUDIT COMMITTEE COMPOSITION:

The Audit Committee consists of four directors including three Independent Directors and one Executive Director and all have adequate financial literacy.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Discharging Corporate Social Responsibility (CSR) is now statutorily recognized in India. Section 135 of Companies Act, 2013 specifies that:

Every company having net worth of Rs 500 crore or more, or turnover of Rs.1000 crore or more, or net profit of Rs.5 crore or more during any of the three preceding financial years (as per circular no. 21/2014 dated June 18, 2014) should spend, in every financial year, at least 2 per cent of the average net profits of the company made during the three immediately preceding financial years. Your company is not covered by any of the conditions mentioned above.

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

The Company has in place an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman & Managing Director. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no complaint received from any employee during the financial year 2017-18 and hence no complaint is outstanding as on 31.03.2018 for redressal.

31. MEETING OF BOARD OF DIRECTORS

The Board of Directors met fourteen (14) times during the year under review. Proper notices of the meeting were given to all the Directors and intimation were duly made to Stock Exchange regarding the conducting of the Board Meeting and its outcome. The details of which are given in the Corporate Governance Report.

32. DIRECTORS AND KEY MANAGERIAL PERSON

During the year Smt. Sudha Vaswani is appointed as Additional Director with effect from 6^th January, 2018 holds office up to the conclusion of ensuing AGM. In accordance with Section 152(6)(c) of the Companies Act, 2013, Shri Yashwant Vaswani retires by rotation and being eligible offer himself for re-appointment.

Shri Lekhuchand T Mulchandani and Shri Ashok Suri, Independent Directors hold office up to the conclusion of ensuing AGM. Directors recommend her further appointment till the conclusion of the annual general meeting to be held in the year 2023.

During the year Miss Ritu Lamba was resigned from the post of Company Secretary with effect from 3^rd June, 2017. Shri Neemish Jha has appointed with effect from 1^st September, 2017 and resigned from the post of Company Secretary with effect from 30^th November, 2017. Miss Ragini Shukla was appointed as Company Secretary with effect from 14^th December, 2017 and continues to be in office.

Shri Ravi Kumar Vaswani Managing Director of the company is disqualified under Section 164 of the Companies Act, 2013 with effect from 01/11/2016 to 31/10/2021 due to non-filing of annual accounts and annual return of Vaswani Ispat Limited, Vaswani Energy Limited and Vaswani Cement Limited for a period of three years and Strike off of Elite Buildhome Limited by ROC, Chhattisgarh. However, director has duly filed the annual accounts and annual returns of Vaswani Ispat Limited, Vaswani Energy Limited and Vaswani Cement Limited under CoDS scheme, 2018 and paid the penalty and have initiated process for revival of Elite Buildhome Limited.

Shri Pawan Kumar Jha, Director of the Company is disqualified under section 164 of the Companies Act, 2013 with effect from 01/11/2016 to 31/10/2021 due to Strike off of Elite Buildhome Limited by ROC, Chhattisgarh. Director has initiated process for revival of Elite Buildhome Limited.

Shri Yashwant Vaswani, Whole-time Director of the Company was disqualified under Section 164 of the Companies Act, 2013 with effect from 01/11/2016 to 31/10/2021 due to non-filing of annual accounts and annual return of Vaswani Ispat Limited, Vaswani Energy Limited and Vaswani Cement Limited for a period of three years. However, director has duly filed the annual accounts and annual returns of Vaswani Ispat Limited, Vaswani Energy Limited and Vaswani Cement Limited under CoDS Scheme, 2018 and paid the penalty and ROC has removed his disqualification with effect from 16th March, 2018.

33. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) read with Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company and the Statement showing the names and other particulars of the employees of the company as required under Rule 5 (2 & 3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished and the employees of the company has received remuneration in excess of the remuneration mentioned in the above mentioned Rule 5(2) during the financial year 2017-18 is given in "Annexure-H.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORTS:

Management Discussion and Analysis reports is enclosed as "Annexure-I" and should be treated as a part of this report.

35. ANNUAL EVALUATION OF BOARD. ETC.

The Nomination and Remuneration Committee has formulated criteria for evaluation of the performance of the each of the directors of the company. On the basis of said criteria, the Board and all its committees and directors have been evaluated by the Board of the directors and Independent Directors of the Company.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the company and its future operations.

37. CORPORATE GOVERNANCE

Company continues to practice good Corporate Governance over the time. The board lays strong emphasis on transparency, accountability and integrity for building investor confidence, improving investor''s protection and maximizing long-term shareholder value.

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 Company''s Auditors confirming compliance forming an integral part of this Report is given as "Annexure-J".

ACKNOWLEDGEMENT

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/contractors, bankers, employees, government agencies, local authorities, and the immediate society for their un-stinted support and co-operation during the year.

For and on behalf of the Board of Directors

Yashwant Vaswani Sudha Vaswani

(Whole-time Director) (Director)

Place: Raipur

Date: 1^st September, 2018

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the Eleventh Annual Report on the business and operations of the company and its financial results for the year ended 31st March, 2014.

FINANCIAL RESULTS

Financial Results of the Company for the financial year ending 31st March 2014 are summarized below for your consideration:

(Rs. in Lacs)

PARTICULARS 31-03-2014 31-03-2013

REVENUE FROM OPERATIONS 22637.98 21440.35

PROFIT BEFORE INTEREST AND DEPRECIATION 1713.29 -299.40

INTEREST 1073.20 943.78

DEPRECIATION 548.78 524.76

PROFIT BEFORE TAX & PRIOR PERIOD ADJ. 91.30 -1767.95

PRIOR PERIOD ADJUSTMENT 0.00 0.00

NET PROFIT BEFORE TAX 91.30 -1767.95

PROVISION FOR TAXES 88.37 630.05

NET PROFIT AFTER TAX 2.94 -1137.45

TRANSFER TO GENERAL RESERVE 0.00 0.00

PERFORMANCE

During the year under review, our Company has achieved sales revenue of Rs. 1197.63 lacs as thereby registering a marginal increase of 5.29% over the previous year. However, the company has gained profit in the recent year due to increase in sales volume and minimized the cost of the raw material, stores and consumables, fuel and power cost.

FUTURE PROSPECTS

The company is enduring to cope up with the recessionary trends in the market by cutting down the manufacturing cost. However, the directors as per last year''s report fulfilled the commitment of improving the situation and bring the profit in the current year.

SAFETY

The company continues to adopt safety measures to protect the health of workers. Company has complied with the measures to be taken regarding hazards or risks to safety and health from the production of iron and steel, including appropriate standards, codes and guidelines as prescribed, approved or recognized by the competent authority.

Company has properly maintained workplaces, plant, equipment, tools and machinery, and also organized work in such a manner so as to eliminate and control hazards and risks in the production of iron and steel, which is in consistent with national laws and regulations.

Company in consultation with workers and their representatives, looks after:

(i) assessment of the hazards and risks to the safety and health of workers arising from the production of iron and steel,

(ii) effective use of the information provided by the supplier of equipment or materials and from other reasonably available sources; and

(iii) measures to reduce exposure to eliminate or control risks to safety and health identified in the above risk assessment.

POLLUTION CONTROL MEASURES

The company has installed Waste Heat Recovery Boilers (WHRB) equipped with 3 kilns 100 X 3 MT per day capacity, which helps to generate 12 Mw power/hour preventing the waste, heat and fumes to dilute in the atmosphere. Emission Stream Pre-treatment (ESP) machines are implemented to filter the gases from the all the chimneys of the industry. Plantation is a vivacious step taken by the company to cover most of the area near the industry.

INCREASE IN SHARE CAPITAL

During the year under review, your company issued 1364500 (Thirteen Lacs Sixty Four Thousand Five Hundred) equity shares by way of preferential allotment and making total subscribed, issued and paid up equity share capital to Rs. 28,65,47,000 (Rupees Twenty Eight Crore Sixty-Five Lacs Forty Seven Thousand only) divided into 28654700 equity shares of Rs. 10/- each as on date of this report.

DIVIDEND

With a view to conserve the liquid resources and to strengthen the financial position of the Company, we have decided not to recommend the dividend for the financial year ended 31st March 2014.

LISTING

The Company is listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The Annual Listing Fee for the year 2014-2015 had been paid to those Stock Exchanges where the company''s shares are listed.

DIRECTORS

Shri Yashwant Vaswani, Whole Time Director & Shri Pramod Vaswani, Whole Time Director are due to retire at the ensuing Annual General Meeting and being eligible, offer them for re-appointment as per sec 152 (6) of the Companies Act, 2013. None of the Directors of the Company are disqualified from being appointed as directors specified in section 184 of the Companies Act, 2013.

CONSERVATION OF ENERGY & TECHNICAL ABSORPTION & FOREIGN EXCHANGE EARNIING OUTGO

In accordance with the requirements of section 134 (3) (m) of the Companies Act, 2013 read with the companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988, a statement showing the information relating to the Conservation of Energy, Research and Development, Technology absorption and foreign exchange earnings and is enclosed in Form- A and should be treated as a part of this report.

PROVISION FOR TAX

Liability of tax have been determined on the basis of Accounting Standard - 22 which is accounting for taxes on income and accordingly, the tax expenses comprising of deferred tax liability have been calculated.

PERSONNEL

No employee was in receipts of remuneration exceeding the limits set out under Section 134 of the Companies Act, 2013.

AUDITORS

The Auditors, M/s Sunil Johri & Associates, Chartered Accountants, Raipur will retire at the conclusion of the ensuing Annual General Meeting and they being eligible, have offered themselves for reappointment.

The Company has received letter from the auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 & 142 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

During the year, the Central Government prescribed the Cost Accounting Records to be maintained by the Company and also mandated that Cost Audit of eligible products/services be carried out. Therefore, the Board had appointed M/s. S C Mohanty & Associates, Raipur as Cost Auditors for the year 2013-2014 pursuant to Section 148 of the Companies Act 2013.

The Company has received letter from the Cost Auditor to the effect that their appointment and re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 148 read with section 139 and section 141 of the said Act.

AUDITORS QUALIFYING REMARKS

The notes to the accounts are self explanatory in respect of remarks of the auditors appearing in their report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Company has been practicing good Corporate Governance over the time. In addition to basic governance issue the board lays strong emphasis on transparency, accountability and integrity for building investor confidence, improving investor''s protection and maximizing long-term shareholder value.

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, the followings form part of this Annual Report:

(i) Managing Director''s declaration regarding compliance of Code of Conduct by Board Members and Senior Management personnel;

(ii) Management Discussion and Analysis;

(iii) Report on the Corporate Governance;

(iv) Auditors'' Certificate regarding compliance of conditions of Corporate Governance.

INDUSTRIAL RELATIONS:

Industrial relations in the company during the year were peaceful, cordial and healthy. Company had been able to maintain peaceful industrial atmosphere and mutual trust between the management and the employees.

PUBLIC DEPOSITS

The Company has not accepted Public Deposit within the meaning of Section 73 of the Companies Act, 2013 after complying necessary formalities. There are no overdue or unclaimed deposits.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 134 (5) of the Companies Act 2013, with respect to Directors, Responsibility Statement, it is hereby confirmed that:-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

ACKNOWLEDGEMENT

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/contractors, bankers, employees, government agencies, local authorities, and the immediate society for their un-stinted support and co- operation during the year.

For and on behalf of the Board of Directors

Ravi Vaswani Raipur, 30th May 2014 (Chairman & Managing Director)

Mar 31, 2013

The Directors take pleasure in presenting the Ninth Annual Report on the business and operations of the company and its financial results for the year ended 31st March, 2013.

FINANCIAL RESULTS

Financial Results of the Company for the financial year ending 31st March 2013 are summarized below for your consideration:

(Rs.In Lacs)

PARTICULARS 31-03-2013 31-03-2012

REVENUE FROM OPERATIONS 21440.35 22,012.71

PROFIT BEFORE INTEREST AND DEPRECIATION -299.40 1,783.98

INTEREST 943.78 1,068.42

DEPRECIATION 524.76 518.06

PROFIT BEFORE TAX & PRIOR PERIOD AD], -1767.95 97.50

PRIOR PERIOD ADJUSTMENT 0.00 9.00

NET PROFIT BEFORE TAX -1767.95 188.50

PROVISION FOR TAXES 630.05 79.35

NET PROFIT AFTER TAX -1137.45 109.15

TRANSFER TO GENERAL RESERVE 0.00 10.92

PERFORMANCE

The fiscal year under review was a very crucial year for the steel industry. Steel manufacturer''s especially domestic steel manufacturing suffered heavily due to high input prices such as of power and iron ore without corresponding increase In selling prices of finished products resulting into lower realizations.

During the year under review despite adverse factors, the Company has achieved sales revenue of Rs. 214.40 crores as against Rs.220.12 crores in the previous year thereby registering a marginal decrease of 2.6% over the previous year. However, the company has suffered a loss as against profit in the previous year due steep prices in the raw material, stores and consumables, fuel and power cost. The company is procuring coal from outsources.

The company is enduring to cope up with the recessionary trends in the market by cutting down the manufacturing cost. The present economic recession will continue for some more time. The current year may not much improve the profitability. However, the director are very optimistic that barring unforeseen circumstances, the company will come out the present situation in the next year.

SAFETY

The company continues to adopt safety measures to protect the health of workers. Company has complied with the measures to be taken regarding hazards or risks to safety and health from the production of iron and steel, Including appropriate standards, codes and guidelines as prescribed, approved or recognized by the competent authority.

Company has properly maintained workplaces, plant, equipment, tools and machinery, and also organized work in such a manner so as to eliminate and control hazards and risks in the production of iron and steel, which is in consistent with national laws and regulations.

Company in consultation with workers and their representatives, looks after:

(i) assessment of the hazards and risks to the safety and health of workers arising from the production of iron and steel,

(ii) effective use of the information provided by the supplier of equipment or materials and from other reasonably available sources; and

(Mi) measures to reduce exposure to eliminate or control risks to safety and health Identified in the above risk assessment.

POLLUTION CONTROL MEASURES

The company has installed Waste Heat Recovery Boilers (WHRB) equipped with 3 kilns 100 X 3 MT per day capacity, which helps to generate 12 Mw power/hour preventing the waste, heat and fumes to dilute in the atmosphere. Emission Stream Pre-treatment (ESP) machines are implemented to filter the gases from the all the chimneys of the industry. Plantation is a vivacious step taken by the company to cover most of the area near the industry.

INCREASE UN SHARE CAPITAL

During the year under review, your company Issued 1299500 (Twelve Lacs Ninety Nine Thousand Five Hundred) equity shares by way of preferential allotment and making total subscribed, issued and paid up equity share capital to Rs. 27,29,02,000 (Rupees Twenty Seven Crore Twenty Nine Lacs two Thousand only) divided into 27290200 equity shares of Rs. 10/- each as on date of this report.

DIVIDEND

With a view to conserve the liquid resources and to strengthen the financial position of the Company, we have decided not to recommend the dividend for the financial year ended 31st March 2013.

LISTING

The Company is Listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) . The Annual Listing Fee for the year 2012-2013 had been paid to those Stock Exchanges where the company''s shares are listed.

DIRECTORS

Shri Sanjay Jadhwani, Independent Director & Shri Yashwant Vaswani, Whole Time Director Director are due to retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appolntment. None of the Directors of the Company are disqualified from being appointed as directors specified in section 274 (1) (g) of the Companies Act, 19S6.

CONSERVATION OF ENERGY ft TECHNICAL ABSORPTION ft FOREIGN EXCHANGE EARNIING PPTGP

In accordance with the requirements of section 217 (i) (e) of the Companies Act, 1956 read with the companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988, a statement showing the information relating to the Conservation of Energy, Research and Development, Technology absorption and foreign exchange earnings and Is enclosed in Form- A and should be treated as a part of this report.

PERSONNEL

No employee was in receipts of remuneration exceeding the limits set out under Section 217 (2A) of the Companies Act, 1956.

AUDITORS

The Auditors, M/s Sunil John & Associates, Chartered Accountants, Raipur will retire at the conclusion of the ensuing Annual General Meeting and they being eligible, have offered themselves for reappointment.

The Company has received letter from the auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appolntment within the meaning of Section 226 of the said Act

During the year, the Central Government prescribed the Cost Accounting Records to be maintained by the Company and also mandated that Cost Audit of eligible products/services be carried out. Therefore, the Board had appointed M/s. S C Mohanty & Associates, Raipur as Cost Auditors for the year 2011- 12 and also for 2012-13 pursuant to Section 233B of the Companies Act 1956.

The Company has received letter from the Cost Auditor to the effect that their appointment and re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appolntment within the meaning of Section 233B (5) read with section 224 and section 226 (3) & (4) of the said Act

AUPITQRS QUALIFYING REMARKS

The notes to the accounts are self explanatory in respect of remarks of the auditors appearing in their report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Company has been practicing good Corporate Governance over the time. In addition to basic governance issue the board lays strong emphasis on transparency, accountability and integrity for building investor confidence, improving investor''s protection and maximizing long-term shareholder value,

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, the followings form part of this Annual Report:

(i) Managing Director''s declaration regarding compliance of Code of Conduct by Board Members and Senior Management personnel;

(it) Management Discussion and Analysis;

(iii) Report on the Corporate Governance;

(iv) Auditors'' Certificate regarding compliance of conditions of Corporate Governance.

INPUSTRIAL RELATIONS;

Industrial relations in the company during the year were peaceful, cordial and healthy. Company had been able to maintain peaceful industrial atmosphere and mutual trust between the management and the employees.

PUBLIC DEPOSITS

The Company has not accepted Public Deposit within the meaning of Section 58A of the Companies Act, 1956 after complying necessary formalities. There are no overdue or unclaimed deposits.

DIRECTORS'' RESPONSIBILITY STATEMENT

ACKNOWLEDGEMENT

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/contractors, bankers, employees, government agencies, local authorities, and the immediate society for their un-stinted support and co-operation during the year.

For and on behalf of the Board of Directors

Ravi Vaswani

Raipur, 30th May 2013 (Chairman & Managing Director)

Mar 31, 2010

The Directors have pleasure in presenting the 7th Annual Report of your Company together with the Audited Statement of accounts for the year ended 31st March 2010.

1. FINANCIAL RESULTS

Financial Results of the Company for the financial year ending 31st March 2010 are summarized below for your consideration:

Rs. in Lacs

PARTICULARS 31-03-2010 31-03-2009

SALES 9196.44 13380.83

PROFIT BEFORE INTEREST AND 1450.28 1517.39 DEPRECIATION

INTEREST 512.05 567.13

DEPRECIATION 338.14 326.23

NET PROFIT BEFORE TAX & PRIOR 600.08 624.03 PERIOD ADJUSTMEN

PRIOR PERIOD ADJUSTMENT 2.53 5.38

NET PROFIT BEFORE TAX 602.61 629.41

PROVISION FOR TAXES 234.42 220.48

NET PROFIT AFTER TAX 368.19 4,08.93

PROPOSED DIVIDEND 33.73 56.33

TAX ON PROPOSED DIVIDEND 5.73 9.57

TRANSFER TO GENERAL RESERVE 36.82 40.89

2. PERFORMANCES

During the year under review, the Company has achieved sales revenue of Rs. 9196.44 lacs as against Rs. 13380.83 lacs in the previous year thereby registering a decline of approx 31.27% over the previous year. The profit before depreciation and interest amounted to Rs.1450.28 lacs as against Rs. 1517.39 lacs in the previous year. After providing for interest, depreciation and tax, the net profit of the Company stands at Rs.368 lacs as against Rs.409 lacs in the previous year.

3. OPERATIONAL REVIEW

Your directors are pleased to inform you that the physical performances in the entire chain of the integrated steel operation of the Company has been excellent during the year as the units have achieved the highest ever production levels. The performance of the Company to a large extent is influenced by the Power and Steel Division.

The key contribution in the sales revenue of the year preceding the previous year is the sales of billet, which is reduced by 89.36% in the previous year. This is the major reason behind the decline in sales revenue in the previous year.

However, this reduction is compensated by the turnover of Sponge Iron which is increased by 211% in comparison with the year preceding the previous year and the turnover of the Power division which is increased by 45.54% in comparison with the year preceding the previous year.

4. FUTURE PROSPECTS AND EXPANSIONS

The Company is already in the process of expanding its power generating capacity by setting a 4 MW Power plant which is expected to be completed soon. On the other hand, the Company has set up 30000 MT kiln in Sponge division w.e.f. 30.03.2010. All these expansion plans are expected to increase the present volumes significantly in the ensuing year and the Company is expected to maintain this growth momentum in future year also.

5. DIVIDEND

Your Directors are pleased to recommend the dividend of Rs. 0.25 per share on Equity Shares having face value of Rs.10 each, for the financial year ended 31st March 2010.

6. No material changes and commitment occurred since the conclusion of the financial year.

7. There are no changes, which have occurred during/the financial year in the name of business of the Company.

8. PROVISION FOR TAX

Liability of tax have been determined on the basis of Accounting Standard - 22 which is accounting for taxes on income and accordingly. The tax expenses comprising of deferred tax liability & current tax have been calculated.

9. PERSONNEL

Since there was no employee who was drawing more than Rs.24.00 Lacs per annum, if employed through out the year, or Rs.200000/- per month if employed for the part of the year, the required information under sub-section (2A) of section 217 of the Companies Act, 1956 read with companies (particulars of the employees) rules 1974 as amended is not given.

10. DIRECTORS

a. Pursuant to the Articles 135, 154, 155, 156 & 165 of the Article of Association of the Company read with Sec. 255 and 256 of the Companies Act, 1956. Shri Pramod Vaswani, Whole-Time Director of the Company and Sh. Sunny Saini, Director of the Company are due to retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

b. None of the Directors of the Company are disqualified from being appointed as directors specified in section 274 (1)(g) of the Companies Act, 1956.

11. BOARD OF DIRECTORS

The constitution of the Board is as follows:

Name Status in Nature of Date of the Board Directorship Appointment

Executive & Non- 22-07-2003 Mr. Ravi Vaswani Chairman Independent Director (Managing Director)

Executive & Non - 22-07-2003 Mr. Pramod Vaswani Member Independent Director (Whole Time Director)

Executive & Non - 16-04-2004 Mr. Yashwant Vaswani Member Independent Director (Whole Time Director)

Non-Executive & 01-04-2009 Mr. Lekhu Mulchandani Member Independent Director

Non-Executive & 01-04-2009 Mr. Ashok Suri Member Independent Director

Non- Executive & 01-04-2009 Mr. Sunny Saini Member Independent Director

12. AUDIT COMMITTEE

Your Company has an Audit Committee at the Board level. The Committee acts as a link between the management, the statutory auditors and the Board of Directors and oversees the financial reporting process. The Chairman of the Committee is an independent director with sound financial and accounting knowledge.

The details of composition of the Committee are as follows:

Mr. Lekhu Thadharam Mulchandani Chairman Non - Executive & Independent Director

Mr. Sunny Saini Member Non - Executive & Independent Director

Mr. Pramod Vaswani Member Executive & Non- Independent Director (Whole Time Director)

13. AUDITORS

The Auditors, M/s Sunil John & Associates, Chartered Accountants, Raipur will retire at the conclusion of the ensuing Annual General Meeting and they, being eligible, have offered themselves for reappointment. The shareholders are requested to reappoint the Auditors for the current year.

14. AUDITORS REPORT (QUALIFICATIONS/ COMMENTS)

The Observations made by the Statutory Auditors in their report, read with relevant notes to accounts, are self- explanatory. The following are the explanations to the qualifications of auditors in their report for the year ended 31st March, 2010.

(a) During the year the Company has not produced M.S. Ingots, due to high profit margin in power generation.

(b) In view of long standing relationship with particular enterprises your Company. enjoys credit period higher than the period prescribed by law and outstanding dues are paid accordingly. However your Company would ensure that the outstanding dues to these parties would be minimize over a period.

(c) Confirmation from creditors regarding certain disclosure relating to Micro/ Small/Medium Enterprises is in process. In next year your company would ensure the bifurcation relating to Micro/Small/Medium Enterprises.

15. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION & FOREIGN EXCHANGE EARNIING OUTGO

In accordance with the requirements of section 217 (i) (e) of the companies Act, 1956 read with the companies (disclosure of particulars in report of Board of Directors) rules 1988, a statement showing the information relating to the Conservation of Energy, Research and Development,Technology absorption and foreign exchange earning and is enclosed in form- A and should be treated as a part of this report.

16. PUBLIC DEPOSITS

The Company has not accepted Public Deposit within the meaning of Section 58A of the Companies Act, 1956 after complying necessary formalities. There are no overdue or unclaimed deposits.

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217(2AA) of the Companies Act 1956, with respect to Directors, Responsibility Statement, it is hereby confirmed that:-

(i) In the preparation of the Annual Accounts, the mandatory Accounting Standards as referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, has been followed and there were no material departures.

(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 on 31st March 2010 and the profit of the company for the year ended 31st March 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 for the financial year ended 31st March, 2010 have been prepared on going concern basis.

18. ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the continued assistance and support extended by various Government authorities, Companys bankers, consultants, auditors, suppliers, customers and all its esteemed shareholders of the Company during the year under review.

Your Directors also wish to place on record their deep sense of appreciation to the committed services and support of the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Ravi Vaswani Pramod Vaswani (Managing Director) (Whole- time Director)

Place: Raipur (C.G.) Date : August 30,2010

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