Directors Report of Welcast Steels Ltd.

Mar 31, 2025

Your Directors take pleasure in submitting the 53rd Annual Report and the Audited Annual Accounts of Company for the year ended 31 March, 2025.

1. FINANCIAL HIGHLIGHT:		(? In Lakhs)
Particulars	Year Ended 31 March, 2025	Year Ended 31 March, 2024
Revenue from Sale of Products	8432.58	9089.25
Other Operating Revenue	17.72	18.05
Total Revenue from Operations	8450.30	9107.30
Other Income	168.77	362.43
Total Income	8619.07	9469.73
Profit before Finance Costs, Depreciation & Amortisation and Tax Expenses	50.61	785.96
Finance Costs	7.01	10.52
Depreciation & Amortisation	78.95	74.60
Profit / (Loss) Before Tax	(35.35)	700.84
Less : Tax Expense
(i) Current Tax & Previous year Tax adjustment	30.74	133.11
(ii) Deferred Tax	(32.35)	42.88
Total Tax (i ii)	(1.61)	175.99
Profit / (Loss) After Tax	(33.74)	524.85
Other Comprehensive Income / Expenses (Net of Tax)	(9.16)	(8.70)
Total Comprehensive Income /(Loss)	(42.90)	516.15

2. DIVIDEND:

In view of the loss incurred by the Company during the year under report, your directors have not recommended any dividend for the Financial Year 2024-2025.

3. SHARE CAPITAL:

The paid up share capital of the company as on 31 March, 2025 is ? 63.84 lakhs. During the year under review, the company has neither issued any shares (including shares with differential voting rights) nor granted any stock option or sweat equity.

4. FINANCE:

The liquidity position of the Company remained satisfactory. Canara Bank extended their full co- operation to the Company. Cash and cash equivalents as at 31 March, 2025 were ? 244.86 lakhs. The company continues to focus on judicious management of its working capital, receivables, inventories, while other working capital parameters were kept under strict check through continues monitoring.

(a) Capital Expenditure Outlay:

During the year under review, the company has incurred Capex of ? 50.61 lakhs including Capital Work in Progress. The Capex is out of internal accruals.

(b) Deposits:

During the year under review, the Company has neither accepted nor renewed any deposit within the meaning of Section 73 of the Companies Act, 2013.

(c) Particulars of Loans, Guarantees or Investments:

During the year under review, Company has not provided any loan or made any investment or provided any guarantee covered under the provisions of Section 186 of the Companies Act, 2013.

(d) Internal Financial Control and Audit:

The Company has in place adequate Internal Financial Controls (IFC) with reference to the Financial Statements. The statutory auditors of the company have audited such controls with reference to the financial reporting and their audit report is annexed to the Independent Auditors report under financial statements which forms part of annual report.

The Board reviews the effectiveness of controls documented as part of IFC Framework and take necessary corrective actions wherever weaknesses are identified as a result of such review. This review covers entity level controls, process level controls, fraud risk controls and information technology environment.

Based on this evaluation, no significant events had come to notice during the year that have materially affected, or are reasonably likely to materiality affect the IFC. The management has also come to a conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company.

(e) Related Party Transactions:

All the Related Party Transactions entered into during the Financial Year were on an Arm''s Length basis and in the Ordinary Course of Business. There are no material significant Related Party Transactions made by the Company with Promoters, Directors and Key Managerial Personnel (KMP) which may have a potential conflict with the interest of the Company at large.

Prior Omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis. The details of Related Party Transactions entered by the Company are disclosed in Form AOC-2 - as Annexure ''A''.

The Policy on Related Party T ransactions as approved by the Board of Directors is uploaded on the website of the Company viz https://www.welcaststeels.com/Documents/Financials/Policv/PolicvRelatedPartvTransaction.pdf.

5. HUMAN RESOURCES :

The Company relies on employee loyalty for business sustainability and growth. Employee loyalty and retention are key business imperatives. This helps reduce attrition and save on costs of hiring and training new employees. We believe in developing ln-house talent and hence we emphasize talent development and employee loyalty through various learning initiative and identifying competency gaps.

Our HR policies focus on improving employee engagement across the organization. The overall performance of the Company is dependent upon the commitment to the employees and the support they receive from the HR department by way of enabling policies and focusing on employee well-being.

The Company ensures continuous skill and competence up-gradation of all employees by providing access to necessary opportunities on equal and non-discrimination basis. All employees undergo annual performance evaluation.

The Company takes care of its employees and ensure timely payment of wages to the staff. We take cognizance of the work-life balance of our employees, especially that of our women employees.

Welcast Steels Limited (“The Company”) has always given prime importance to all the employees considering them the most valuable assets of an organization. Workplace accidents cannot be avoided or predicted. Hence, providing a safe working environment to employees is imperative. The Company is not only an employee-friendly organization in terms of working culture but also in terms of securing risk of employees by providing various Employee Insurance Policies.

The Company believes that business can only flourish in society where human rights are protected and respected. The Company takes care to ensure that there is no child labour employed, forced labour, or any form of involuntary labour, paid or unpaid at our premises. The Company has established a grievances redressal mechanism to address all concerns and complaints related to human rights impacts and violations, in general, the relationship with the employees remained cordial.

6. MATERIAL CHANGES, TRANSACTIONS AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of Financial Year on 31 March, 2025 to which the financial statements relates and the date of this Report. During the year under review, bidding for Delisting was completed on 13 May, 2024 and the same was unsuccessful because Shareholders did not tender requisite number of shares required to carry out Delisting of equity shares. However, full details of Delisting process were already given in last Annual Report, as Annual Report for the FY. 2023-24 was first Annual Report after completion of Delisting Process.

7. BUSINESS PROSPECTS:a. PRODUCTION:

During the year under review, the Company produced 9,539 tons of Grinding Media as compared to 9,491 tons in the previous year.

b. SALES & PROSPECTS:

The Company sold 9,650 tons of Grinding Media during the year under review as against 9,530 tons in the previous year.

8. FUTURE EXPANSION:

The company has no immediate plans for any further expansion.

9. INSURANCE:

The Company has taken adequate insurance coverage of all its Assets including inventories against various calamities, viz. fire, floods, earthquake, cyclone, accidents etc.

10. INDUSTRIAL RELATIONS:

The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies and procedures to aid and improve the living standards of its employees and to keep them motivated and involved with the larger interests of the organisation. The Company has systems and procedures in place to hear and resolve employees'' grievances in a timely manner and provides avenues to its employees for their all-round development on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

The Company falls under ESIC covered area, so all the employees/ workers whose salary is below ? 21,000 are covered under ESIC for various benefits including medical benefits, injury or death due to an accident while at work. For employees above ESIC limit, Company has taken Group Personal Accident Policy and employees Compensation Policy covering accidental death, any kind of disability, loss of earning & medical expenses to some extent, for irrespective of whether the employee is on duty or off duty. In addition, Company also has Group Term Insurance providing coverage to all the employees in case of death during the service period.

The Company has also provided Group Medical Cover Policy to the employees in case of hospitalization on account of any illness, injury, or disease. The Company also has a Group Super Top-up Policy to take care of huge expenses in severe cases of hospitalization on account of illness, injury or disease.

Loans are given to staff and workmen based on their financial needs. The Company provides 11 National & Festival holidays, 11 Casual Leaves, 6 Sick Leaves and 16 Earned Leaves to permanent staff and workmen. Permanent and Contract workers are extended all statutory benefits such as PF, ESIC, Bonus and Leave Salary, etc. as per the relevant statute. In case of emergencies, appropriate medical support or financial help is provided to mitigate the emergency.

As reported in the previous year, the cases related to disciplinary actions taken against some workmen who had indulged in misconduct during and after the illegal labour strike in November/December 2014, along with the issue of Charter of demands put up by one of the three Labour Unions in the Company, are still pending with the Honorable Labour Court / High Court. The charter of demand put up by another union is also pending and is under negotiation. However normal production activities are going smoothly.

11. CORPORATE GOVERNANCE:

In line with the Company''s commitment to good Corporate Governance Practices, your Company has complied with all the mandatory provisions of Corporate Governance as prescribed in Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI LODR Regulations"). A separate Report on Corporate Governance and Practicing Company Secretary''s Certificate thereon is included as a part of the Annual Report.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA):

MDA covering details of operations, opportunities and threats etc. for the year under review is given in a separate section included in this Report and forms a part of this Annual Report.

13. RISK MANAGEMENT:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. Corporate Risk Evaluation and Management is an ongoing process within the Organization. The Company has a well-defined Risk Management framework to identify, monitor and minimizing/ mitigating Risks. The Risk Management framework has been developed and approved by the senior management in accordance with the business strategy. The key elements of the framework include:

• Risk Structure;

• Risk Portfolio;

• Risk Measuring & Monitoring and

• Risk Optimizing

The implementation of the framework is supported through criteria for Risk assessment, Risk forms & MIS.

14. POLICIES:a. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Vigil Mechanism Policy of the Company which also incorporates a whistle blower policy in terms of the Regulations 22 of SEBI LODR Regulations can be accessed on the Company''s website. The company has nominated the Chief Executive Officer as the Chief Vigilance officer. Protected disclosures can be made by a Whistle Blower through e-mail or by anonymous letter addressed to the Chief Executive Officer.

b. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of sexual harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. During the year under review, the Company has not received any complaint in this regard.

c. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS:

In Compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has revised Model Code of Conduct of Insider Trading Regulations from time to time. The Company adopted the Code of Conduct to regulate, monitor and report trading by Designated Person(s) in order to protect the Investor''s Interest. The details of the said Code of Conduct forms part of the Corporate Governance Report.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):a. Board of Directors and KMP:

The Board of Directors of the Company comprises of four Non-Executive and Non Independent Directors out of which one is a Woman Director and two Independent Directors. All the Independent Directors of the company have furnished declarations that they meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI LODR Regulations.

Considering the integrity, expertise and experience (including the proficiency) the Board of Directors recommends the reappointment of Mrs. Khushali S. Solanki (DIN:07008918) Non Executive and Non -Independent Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offered herself for reappointment.

Looking to experience and long association of Mr. Bhadresh K. Shah (DIN:00058177) with the Company, the Board of Directors felt that it is in the best interest of the Company to continue to avail the services of Mr. Bhadresh K. Shah as Non - Executive Director even after he attains the age of 75 years. Accordingly, the Board of Directors proposes a Special Resolution for the continuation of his directorship as per Regulation 17(1A) of SEBI LODR Regulations.

During the year under review, second consecutive term of office of Mr. D. P. Dhanuka (DIN:00168198), Mr. Pradip R. Shah (DIN:00293396), Mr. Sanjay Shaileshbhai Majmudar (DIN: 00091305) and Mr. Ashok Nichani (DIN: 02249844) as Independent Directors of the Company completed on 9 September, 2024. Mr. Piyush B. Shah (DIN: 00155760) and Mr. Rajan Harivallabhdas (DIN: 00014265) have been appointed as Independent Directors with effect from 2 September, 2024 for the first consecutive term of 5 years. Mr. Pradip R. Shah (DIN: 00293396) and Mr. Sanjay Shaileshbhai Majmudar (DIN:00091305) have been appointed as Non-Executive and Non-Independent Directors of the Company with effect from 11 September, 2024. Shareholders have approved their appointments through Postal Ballot on 14 November, 2024.

During the Year under review, Mr. S. N. Jetheliya has resigned from the post of Company Secretary and Compliance officer of the Company on 6 February, 2025 and Mr. Paresh M. Shukla has been appointed as the Company Secretary and Compliance officer of the Company with effect from 7 February, 2025.

As required under SEBI LODR Regulations amended from time to time, the information on the particulars of the Director proposed for re appointment has been given in the notice of the Annual General Meeting.

b. Meetings:

During the year under review, five Board Meetings and four Audit Committee Meetings were convened and held.

The composition of Audit Committee is as under: -Mr. Rajan Harivallabhdas, Chairman Mr. Sanjay S. Majmudar, Member Mr. Piyush B. Shah, Member

All recommendations made by the Audit Committee during the year were accepted by the Board. The details of composition of other Committees and dates of the meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI LODR Regulations.

c. Committees of the Board Directors:

In compliance with the requirement of applicable laws and as part of the best governance practice, the Company has following committees of the Board as on 31 March, 2025.

i) Audit Committee.

ii) Stakeholders Relationship Committee

iii) Nomination and Remuneration Committee

iv) Corporate Social Responsibility Committee

The details with respect to the aforesaid committees are given in the Corporate Governance report.

d. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR Regulations, the Board has carried out an evaluation of its own, the Directors individually as well as the evaluation of the workings of its Committees. A structured questionnaire was prepared after taking into consideration of the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was carried out by the Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

e. Familiarization Programme for Independent Directors:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company''s procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a whole. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at:

https://www.welcaststeels.com/Documents/Financials/Corporate%20Governance/FamiliarizationProqramme2024-25.pdf

f. Nomination and Remuneration Policy:

The Board has on the recommendation of Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Nomination & Remuneration Policy is stated in the Corporate Governance Report which is part of the Board''s Report. The detailed policy is placed on the Investor Section of the Company''s website https://www.welcaststeels.com/Documents/Financials/Policy/Nomination RemunerationPolicy.pdf

g. Directors'' Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013 which states 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 have selected such accounting policies and applied them consistently and made judgement 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 Loss of the Company for that year.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the Annual Accounts on a going concern basis.

e. The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively and

f. 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.

16. AUDITORS:

a. Statutory Auditors:

Dagliya & Co., Chartered Accountants (Firm Reg. No.00671S) have been appointed as Statutory Auditors of the Company for a period of 5 years in 50th Annual General Meeting of the Shareholders of the Company will hold the office of the statutory auditors till the conclusion of 55th Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

b. Internal Auditors:

The Board of Directors at the recommendations of the Audit Committee appointed Talati & Talati LLP, Chartered Accountants as Internal Auditors of the Company for the financial year 2025-26.

c. Cost Auditors:

The Cost Auditors have filed the cost audit report for the Financial Year ended 31st March, 2024 within stipulated time frame.

The Board of Directors on the recommendation of the Audit Committee has appointed Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as the Cost Auditors of the Company to audit the cost accounting records of the Company for the Financial Year 2025-2026. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members of the Company for their ratification at the ensuing Annual General Meeting. Accordingly, a resolution seeking members'' ratification of the remuneration payable to Kiran J. Mehta & Co., Cost Accountants, Ahmedabad is included in the Notice convening the 53rd Annual General Meeting.

d. Secretarial Auditors:

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 Mr. Tushar M. Vora, Practicing Company Secretary (ACS-3459, CP No.1745), Ahmedabad to conduct Secretarial Audit of the Company''s Secretarial and related records for the year ended 31 March, 2025.

The Report on the Secretarial Audit for the year ended 31 March, 2025 is annexed herewith as Annexure ''B'' to this Board''s Report. The remarks made in the Secretarial Audit Report are self-explanatory.

17. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 is provided as an Annexure to this report.

18. FINANCIAL STATEMENTS:

The Financial statements of the Company prepared in accordance with relevant Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs form part of this Annual Report.

19. AUDITORS'' REPORT AND NOTES ON ACCOUNTS:

The Board has duly reviewed the Statutory Auditors'' Report for the Financial Year ended 31 March, 2025. There are no qualifications/observations in the Report.

20. ANNUAL RETURN:

In accordance with the provisions of Section 92(3) of the Act, Annual Return of the Company as on 31 March, 2025 is hosted on website of the Company at https://www.welcaststeels.com/Documents/Financials/Annual%20Report/202425R.pdf.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR) :

As per the provisions of the section 135 of the Companies Act, 2013 and Rules made thereunder, the amount required to be spent on CSR activities during the year under review was ? 6.13 lacs and the Company has spent ? 6.13 lacs during the financial year ended 31 March, 2025. The requisite details of the CSR activities carried out by the Company pursuant to Section 135 of the Companies Act , 2013 is annexed as annexure C.

The composition and other details of the CSR committee is included in the corporate governance report which forms part of the Board Report.

22. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as Annexure ''D''. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable as there was no employee falling under the criteria specified in aforesaid Rule 5(2) and 5(3).

23. ENVIRONMENT, HEALTH AND SAFETY:

Company''s workforce its greatest asset. It is the professional expertise and industrial know-how of its people, coupled with their dedication that drives the Company to continued excellence in a dynamic environment. Your Company creates a healthy and inclusive environment and invest in talent development. Management strategies are centered on recruitment, retention, reward and rejuvenation of its employees. Company''s people are at the center of all its business operations. Your company promotes a culture of responsibility, diversity and innovation. The Company attracts and nurtures the right talent and ensure professional growth and personal well-being of its employees. Every employee undergoes regular, formal performance and career development reviews and it encourages leaders to have frequent informal performance conversations with their team members. Ensuring the best standards of occupational health and safety is of utmost importance for the Company.

A. Health and safety:

Employees are the biggest assets of your company and keeping them safe is its top priority. Company ensures the well-being and safety of its employees through compliance with occupational health and safety standards. Occupational Health & Safety is about the collective, conscious and concerted efforts of bringing in behavioral change, technical up-gradation and design interventions that make its operations safer.

B. Enabling technical Competence:

Your Company is on a constant lookout for skilled talent and endeavor to constantly up-skill its existing talent to expand into new geographic and sectors to sustain growth. Building technical competence of its workforce is one of the key objectives of training and development programmes. Different training programmes are designed for employees at different levels in the organization.

C. Employee Engagement :

To make sure that employees are engaged, connected and motivated, your Company promotes a culture of responsibility, diversity, and innovation. The Company have conceptualized and implemented multiple initiatives to enhance employee engagement, thereby leading to a more productive work environment. Employee engagement is an important indicator in gauging employee satisfaction. Employees today are looking for more than a 9 to 5 job. They want to be involved in their work, enthusiastic about the organization they work for and committed to their fellow employees.

D. Employee Health and Safety:

Workers'' safety is the key to unhindered operations and productivity. Your Company''s approach to health and safety is designed to create a safe, healthy work environment. Foundry operations consist of several hazardous processes, which can affect the health of workers as well as cause injury. The employees are exposed to high temperature, dust and other occupational hazards and safety hazards. As a responsible corporate, the Company is cognizant of such hazards and takes preventive measures to avoid accidents and ensure that norms of safety, health and hygiene are adhered, to build a safer and healthier work environment.Ensuring fair and safe working conditions for all employees and contract workforce as well as visitors is the basic premise on which Company''s human resource policies and practices are built. The Company has installed high-efficiency induction furnaces with double acting suction hoods which have improved working conditions and made foundries cooler, cleaner and less hostile workplaces.

E. Occupational Health and Safety management system:

People''s safety is ensured through several levels of checks and balances throughout the organization. Various policies, management systems, training and awareness sessions are conducted regularly. These systematically bring about behavioral change in the workforce. Health and safety priorities are clearly articulated in HSE Policy of the Company. With the overreaching objective of ''Zero Harm to Life'',

the principles are being applied to the entire plant. There has been continued improvement in the safety culture within the Company. The Company seeks to minimize the EHS impacts due to the Company''s manufacturing activities. It provides safe and healthy working conditions, utilizes natural and man-made resources optimally and responsibly, plus strives to ensure the sustainability of resources. The Company reports Environmental, Occupational Health and Safety performance, including the assessment of potential EHS risks associated with the operations, to the stakeholders fairly and transparent.

F. Occupational health and safety objectives:

(i) Zero Harm

(ii) Minimize Unsafe Conditions and Unsafe Acts

G. Hazard Identification, risk assessment and incident investigation:

There is a robust consultation between the Management and the employees (including worker and worker representatives) on Occupational Health and Safety. All the employees were consulted during HR A (Hazard identification and Risk Assessment) process.

H. Worker participation, consultation and communication on occupational health and safety:

The employees, workers and worker representatives participate in planning, establishing, implementing and maintaining the occupational health and safety management system as well as developing the OHS audit protocol. Feedback is used in improving OHS Management System.

I. Communication on Occupational health and safety:

Your Company communicates information to its employees and workers on matters related to occupational health and safety hazards, risks and controls, changes in procedures, if any, along with the customer requirements.

J. Internal Communication:

Internal communication on EHS management system is carried out via inter office memo, display on notice board, or circulation of the copy of a particular document in EHS management system. Notice boards are used to display notices to inform employees about issues such as emergency plans and accident performance or about progress in achieving objectives and targets.

K. Workers training on occupational health and safety:

Company ensures the participation of employee and workers in Occupational health and safety at all levels through inter departmental meetings for hazard identification and elimination, assessment and reduction of risks. OH&S constantly review operational controls and training is organized for its employees and workers.

L. Workers are covered by an occupational health and safety management:

All the employees, both contractual and permanent, are covered by the Company''s Occupational Health and Safety Management System.

M. Anti-Discrimination & Diversity:

Equality, diversity and non-discrimination are fundamental human rights and essential ingredients to a successful Company. Diversity of employees is encouraged at all levels within the organization. It helps to attract talent from different backgrounds, with different viewpoints and skills. This workforce diversity is taken care of at different levels of the organization. The Company ensures that there are no discriminatory practices in the organization on the grounds of gender, ethnicity, nationality, or age. The Company provides and maintains equal opportunities at the time of recruitment as well as during employment, irrespective of caste, creed, gender, race, disability and sexual orientation. The recruitment is based on their qualification, aptitude and efficiency. Company''s women employees enjoy all provisions as per statutory requirements including maternity benefits. Their safety is ensured through the Company-wide Policy on Prevention of Sexual Harassment at the work place. In the reporting year, there

were no cases of Sexual Harassment reported at the workplace. Induction and manufacturing process training is provided when new contractual workers and staff on their joining. Reorientation is organized every 6 months for permanent and contractual workforce on EHS Toolbox training on various safety topics to staff and workers by the Safety Manager & Training department on workplace discipline, teamwork, positive attitude, communication, 5S and ISO- QMS. 5S is implemented in the plant and periodical audit is carried out by the management representative.

24. SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

25. ACKNOWLEDGMENTS:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Company''s Customers, Vendors, Bankers, Auditors, Investors and Government bodies during the year under review. Your Directors place on record their appreciation of the contribution made by employees at all levels.

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Mar 31, 2024

Your Directors take pleasure in submitting the 52nd Annual Report and the Audited Annual Accounts of Company for the year ended 31 March, 2024.

1. FINANCIAL HIGHLIGHT:		(? In Lakhs)
Particulars	Year Ended 31 March, 2024	Year Ended 31 March, 2023
Revenue from Sale of Products	9089.25	9362.87
Other Operating Revenue	18.05	28.92
Total Revenue from Operations	9107.30	9391.79
Other Income	362.43	75.61
Total Income	9469.73	9467.40
Profit before Finance Costs, Depreciation & Amortisation and Tax Expenses	785.96	492.32
Finance Costs	10.52	162.57
Depreciation & Amortisation	74.60	90.17
Profit / (Loss) Before Tax	700.84	239.58
Less : Tax Expense
(i) Current Tax & Previous year Tax adjustment	133.11	32.37
(ii) Deferred Tax	42.88	(56.81)
Total Tax (i ii)	175.99	(24.44)
Profit / (Loss) After Tax	524.85	264.02
Other Comprehensive Income / Expenses (Net of Tax)	(8.70)	14.85
Total Comprehensive Income /(Loss)	516.15	278.87

2. DIVIDEND:

The Board of Directors is pleased to recommend a Dividend of ? 2.50 (25%) per Equity Share of the face value of ? 10/- each amounting to ? 15.95 Lakhs for the Financial Year 2023-24.

3. SHARE CAPITAL:

The paid up share capital of the company as on 31 March, 2024 is ? 63.84 lakhs. During the year under review, the company has neither issued any shares (including shares with differential voting rights) nor granted any stock option or sweat equity.

4. FINANCE:

The liquidity position of the Company remained satisfactory. Canara Bank extended their full co- operation to the Company. Cash and cash equivalents as at 31 March, 2024 were ? 357.46 lakhs. The company continues to focus on judicious management of its working capital, receivables, inventories, while other working capital parameters were kept under strict check through continues monitoring.

(a) Capital Expenditure Outlay:

During the year under review the company has incurred Capex of ? 42.80 lakhs including Capital Work in Progress. The Capex is out of internal accruals.

(b) Deposits:

During the year under review, the Company has neither accepted nor renewed any deposit within the meaning of Section 73 of the Companies Act, 2013.

(c) Particulars of Loans, Guarantees or Investments:

During the year under review, Company has not provided any loan or made any investment or provided any guarantee covered under the provisions of Section 186 of the Companies Act, 2013.

(d) Internal Financial Control and Audit:

The Company has in place adequate Internal Financial Controls (IFC) with reference to the Financial Statements. The statutory auditors of the company have audited such controls with reference to the financial reporting and their audit report is annexed as Annexure to the Independent Auditors report under financial statements which forms part of annual report.

The Board reviews the effectiveness of controls documented as part of IFC Framework and take necessary corrective actions wherever weaknesses are identified as a result of such review. This review covers entity level controls, process level controls, fraud risk controls and information technology environment.

Based on this evaluation, no significant events had come to notice during the year that have materially affected, or are reasonably likely to materiality affect, the IFC. The management has also come to a conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company.

(e) Related Party Transactions:

All the Related Party Transactions entered into during the Financial Year were on an Arm''s Length basis and in the Ordinary Course of Business. There are no material significant Related Party Transactions made by the Company with Promoters, Directors and Key Managerial Personnel (KMP) which may have a potential conflict with the interest of the Company at large.

Prior Omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis. The details of Related Party Transactions entered by the Company are disclosed in Form AOC-2 - as Annexure ''B''.

The Policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company viz http://www.welcaststeels.com/newsite/Investor%20services/PolicyRelatedPartyTransaction.pdf.

5. HUMAN RESOURCES :

The Company relies on employee loyalty for business sustainability and growth. Employee loyalty and retention are key business imperatives. This help reduce attrition and save on costs of hiring and training new employees. We believe in developing ln-house talent, and hence we emphasize talent development and employee loyalty through various learning initiative and identifying competency gaps.

Our HR policies focus on improving employee engagement across the organization. The overall performance of the Company is dependent upon the commitment to the employees and the support they receive from the HR department by way of enabling policies and focusing on employee well-being.

The Company ensures continuous skill and competence up-gradation of all employees by providing access to necessary opportunities on equal and non-discrimination basis. All employees undergo annual performance evaluation.

The Company takes care of its employees and ensure timely payment of wages to the staff. We take cognizance of the work-life balance of our employees, especially that of our women employees.

Welcast Steels Limited (“WSL”) has always given prime importance to all the employees considering them the most valuable assets of an organization. Workplace accidents cannot be avoided or predicted. Hence, providing a safe working environment to employees is imperative. WSL is not only an employee-friendly organization in terms of working culture but also in terms of securing risk of employees by providing various Employee Insurance Policies.

The Company believes that business can only flourish in societies where human rights are protected and respected. We recognize that we have a responsibility to respect human rights. Our human rights policy applies to all employees of the Company in permanent or contractual roles, as well as the suppliers & vendors and the local communities. Enforcement of the Human Rights Policy is the responsibility of the HR Department. Human Rights risks are overseen by the Risk Management Committee. The Company takes care to ensure that there is no child labour employed, forced labour, or any form of involuntary labour, paid or unpaid at our premises. WSL has established a grievances redressal mechanism to address all concerns and complaints related to human rights impacts and violations, in general, the relationship with the employees remained cordial.

6. MATERIAL CHANGES, TRANSACTIONS AND COMMITMENTS :

There are no material changes and commitments affecting the financial position of the Company which have occurred between the close of Financial Year on 31 March, 2024 to which the financial statements relates and the date of this Report. However, during the said period, Delisting process was unsuccessful because Shareholders did not tender requisite number of shares required to carry out Delisting of equity shares.

7. DELISTING PROPOSAL:

The Company received the Initial Public Announcement dated December 13, 2023 from Vivro Financial Services Private Limited (“Manager to the Delisting Offer”) under Regulation 8 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (the Delisting Regulations), for and on behalf of AIA Engineering Limited (“Acquirer” or “Promoter” or “AIA”) made to the Public Shareholders, expressing its intention to : (a) acquire all the Equity Shares that are held by the Public Shareholders; and (b) consequently, voluntarily delist the Equity from the stock exchange i.e., BSE Limited (“BSE” or “Stock Exchange”), the only stock exchange where the Equity Shares of the Company are presently listed, by making a delisting offer in accordance with the Delisting Regulations.

The Board of Directors in their meeting held on December 18, 2023 accorded their approval for the delisting proposal and to conduct the Postal Ballot process for obtaining the approval of the Shareholders by means of a Special Resolution by way of e-Voting.

The Postal Ballot Notice dated December 18, 2023 issued to the Members by electronic means on December 21,2023, seeking their approval by way of Special Resolution through remote e-Voting process and the Shareholders have accorded their approval for the Voluntary Delisting of the Shares through requisite majority on January 20, 2024.

The Delisting Offer opened on Tuesday, May 07, 2024 and closed on Monday, May 13, 2024 at the end of Market Hours on BSE, based on the reverse book-building process as prescribed in the SEBI Delisting Regulations. The total number of shares validly tendered by the Public Shareholders in the Delisting offer was 62,099 shares. Since the stipulated threshold limit of 90% of the Paid-up Share Capital of the Company as per the Regulation 21 of SEBI Delisting Regulations was not met through the offer from the Public Shareholders, the delisting proposal was not successful. Consequently, the Equity Shares of the Company continue to remain Listed on the Stock Exchange, i.e. BSE Limited.

8. BUSINESS PROSPECTS:a. PRODUCTION:

During the year under review, the Company produced 9491 tons of Grinding Media as compared to 8887 tons in the previous year.

b. SALES & PROSPECTS:

The Company sold 9530 tons of Grinding Media during the year under review as against 9073 tons in the previous year.

9. FUTURE EXPANSION:

The company has no immediate plans for any further expansion.

10. INSURANCE:

The Company has taken adequate insurance coverage of all its Assets including Inventories against various calamities, viz. fire, floods, earthquake, cyclone, accidents etc.

11. INDUSTRIAL RELATIONS:

The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies and procedures to aid and improve the living standards of its employees and to keep them motivated and involved with the larger interests of the organisation. The Company has systems and procedures in place to hear and resolve employees'' grievances in a timely manner and provides avenues to its employees for their all-round development on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

WSL falls under ESIC covered area, so all the employees/ workers whose salary is below ? 21,000 are covered under ESIC for various benefits including medical benefits, injury or death due to an accident while at work. For employees above ESIC limit, WSL has taken Group Personal Accident Policy and employees Compensation Policy covering accidental death, any kind of disability, loss of earning & medical expenses to some extent, for irrespective of whether the employee is on duty or off duty. In addition, WSL also has Group Term Insurance providing coverage to all the employees in case of death during the service period.

WSL has also provided Group Medical Cover Policy to the employees in case of hospitalization on account of any illness, injury, or disease. WSL also has a Group Super Top-up Policy to take care of huge expenses in severe cases of hospitalization on account of illness, injury, or disease.

Loans are given to staff and workmen based on their financial needs. The Company provides 11 National & Festival holidays, 11 Casual Leaves, 6 Sick Leaves and 16 Earned Leaves to permanent staff and workmen. Permanent and Contract workers are extended all statutory benefits such as PF, ESIC, Bonus, and Leave Salary, etc. as per the relevant statute. In case of emergencies, appropriate medical support or financial help is provided to mitigate the emergency.

As reported in the previous year, the cases related to disciplinary actions taken against some workmen who had indulged in misconduct during and after the illegal labour strike in November/December 2014, along with the issue of Charter of demands put up by one of the three Labour Unions in the Company, are still pending with the Honorable Labour Court / High Court. The charter of demand put up by another union is also pending and is under negotiation. However normal production activities are going smoothly.

12. CORPORATE GOVERNANCE:

In line with the Company''s commitment to good Corporate Governance Practices, your Company has complied with all the mandatory provisions of Corporate Governance as prescribed in Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI LODR Regulations").

A separate Report on Corporate Governance and Practicing Company Secretary''s Certificate thereon is included as a part of the Annual Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA):

MDA covering details of operations, opportunities and threats etc. for the year under review is given in a separate section included in this Report and forms a part of this Annual Report.

14. RISK MANAGEMENT:

The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. Corporate Risk Evaluation and Management is an ongoing process within the Organization. The Company has a well-defined Risk Management framework to identify, monitor and minimizing/mitigating Risks. The Risk Management framework has been developed and approved by the senior management in accordance with the business strategy. The key elements of the framework include:

• Risk Structure;

• Risk Portfolio;

• Risk Measuring & Monitoring and

• Risk Optimizing

The implementation of the framework is supported through criteria for Risk assessment, Risk forms & MIS.

15. POLICIES:a. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Vigil Mechanism Policy of the Company which also incorporates a whistle blower policy in terms of the Regulations 22 of SEBI LODR Regulations may be accessed on the Company''s website. The company has nominated the Chief Executive Officer as the Chief Vigilance officer. Protected disclosures can be made by a Whistle Blower through e-mail or by anonymous letter addressed to the Chief Executive Officer.

b. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of sexual harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. During the year under review, the Company has not received any complaint in this regard.

c. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS:

In Compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has revised Model Code of Conduct of Insider Trading Regulations from time to time. The Company adopted the Code of Conduct to regulate, monitor and report trading by Designated Person(s) in order to protect the Investor''s Interest. The details of the said Code of Conduct forms part of the Corporate Governance Report.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

a. Board of Directors and KMP:

The Board of Directors of the Company comprises of two Non-Executive and Non Independent Directors out of which one is a Woman Director and four Independent Directors. All the Independent Directors of the company have furnished declarations that they meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI LODR Regulations.

Considering the integrity, expertise and experience (including the proficiency) the Board of Directors recommends the reappointment of Mr.Bhadresh K. Shah (DIN : 00058177) Non Executive and Non -Independent Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offered himself for reappointment.

As required under SEBI LODR Regulations amended from time to time, the information on the particulars of the Director proposed for re appointment has been given in the notice of the Annual General Meeting.

b. Meetings:

During the year under review, Five Board Meetings and Five Audit Committee Meetings were convened and held.

The composition of Audit Committee is as under: -

Mr. D.P. Dhanuka, Chairman

Mr. Bhadresh K. Shah, Member

Mr. Pradip R. Shah, Member

Mr. Ashok A. Nichani, Member

Mr. Sanjay S. Majmudar, Member

All recommendations made by the Audit Committee during the year were accepted by the Board. The details of Composition of other Committees and dates of the meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI LODR Regulations.

c. Committees of the Board Directors:

In compliance with the requirement of applicable laws and as part of the best governance practice, the Company has following committees of the Board as on 31 March, 2024.

i) Audit Committee.

ii) Stakeholders Relationship Committee

iii) Nomination and Remuneration Committee

iv) Risk Management Committee.

The details with respect to the aforesaid committees are given in the Corporate Governance report.

d. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR Regulations, the Board has carried out an evaluation of its own, the Directors individually as well as the evaluation of the workings of its Committees. A structured questionnaire was prepared after taking into consideration of the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was carried out by the Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

e. Familiarization Programme for Independent Directors:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company''s procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a whole. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at:

http://www.welcaststeels.com/newsite/Investor%20services/FamilirazationProgramme2023-24.pdf

f. Nomination and Remuneration Policy:

The Board has on the recommendation of Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Nomination & Remuneration Policy is stated in the Corporate Governance Report which is part of the Board''s Report. The detailed policy is placed on the Investor Section of the Company''s website http://www.welcaststeels.com/newsite/Investor%20services/Nomination_RemunerationPolicy.pdf.

g. Directors'' Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of clause (C) of Sub-Section (3) of Section 134 of the Companies Act, 2013 which states 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 have selected such accounting policies and applied them consistently and made judgement 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 of the Company for that year.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the Annual Accounts on a going concern basis.

e. The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively and

f. 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.

17. AUDITORS:

Statutory Auditors:

Dagliya & Co., Chartered Accountants (Firm Reg. No.00671S) have been appointed as Statutory Auditors of the Company for a period of 5 years in 50th Annual General Meeting of the Shareholders of the Company will hold the office of the statutory auditors till the conclusion of 55th Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Internal Auditors:

The Board of Directors at the recommendations of the Audit Committee appointed Talati & Talati LLP , Chartered Accountants as Internal Auditors of the Company for the financial year 2024-25.

Cost Auditors:

The Cost Auditors have filed the cost audit report for the Financial Year ended 31st March, 2023 within stipulated time frame.

The Board of Directors on the recommendation of the Audit Committee has appointed Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as the Cost Auditors of the Company to audit the cost accounting records of the Company for the Financial Year 2024-2025. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members of the Company for their ratification at the ensuing Annual General Meeting. Accordingly, a resolution seeking members'' ratification of the remuneration payable to Kiran J. Mehta & Co., Cost Accountants, Ahmedabad is included in the Notice convening the 52nd Annual General Meeting.

Secretarial Auditors:

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 Mr. Tushar M. Vora, Practicing Company Secretary (ACS-3459, CP No.1745), Ahmedabad to conduct Secretarial Audit of the Company''s Secretarial and related records for the year ended 31 March, 2024.

The Report on the Secretarial Audit for the year ended 31 March, 2024 is annexed herewith as Annexure ''C'' to this Board''s Report. There are no qualification/observations in the Report.

18. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 is provided as an Annexure - A to this report.

19. FINANCIAL STATEMENTS:

The Financial statements of the Company prepared in accordance with relevant Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs form part of this Annual Report.

20. AUDITORS'' REPORT AND NOTES ON ACCOUNTS:

The Board has duly reviewed the Statutory Auditors'' Report for the Financial Year ended 31 March, 2024. There are no qualifications/observations in the Report.

21. ANNUAL RETURN:

In accordance with the provisions of Section 92(3) of the Act, Annual Return of the Company as on 31 March, 2024 is hosted on website of the Company at http://www.welcaststeels.com/newsite/Fiancial%20Reports/202324R.pdf.

22. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of Companies Act,2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,2014 in respect of employees of the Company is annexed as Annexure ''D''. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable as there was no employee falling under the criteria specified in aforesaid Rule 5(2) and 5(3).

23. ENVIRONMENT, HEALTH AND SAFETY:

Our workforce is our greatest asset. It is the professional expertise and industrial know-how of our people, coupled with their dedication that drives WSL to continued excellence in a dynamic environment.

We create a healthy and inclusive environment and invest in talent development. Management strategies are centered on recruitment, retention, reward and rejuvenation of our employees. Our people are at the center of all our business operations. We promote a culture of responsibility, diversity and innovation. We attract and nurture the right talent and ensure professional growth and personal well-being of our employees. Every employee undergoes regular, formal performance and career development reviews and we encourage leaders to have frequent informal performance conversations with their team members. Ensuring the best standards of occupational health and safety is of utmost importance to us.

1. Health and safety:

Employees are the biggest assets of our company and keeping them safe is its top priority. We ensure the well-being and safety of our employees through compliance with occupational health and safety standards. Occupational Health & Safety is about the collective, conscious and concerted efforts of bringing in behavioral change, technical up-gradation and design interventions that make our operations safer.

2. Enabling technical Competence:

We are on a constant lookout for skilled talent and endeavor to constantly up-skill our existing talent to expand into new geographic and sectors to sustain growth. Building technical competence of our workforce is one of the key objectives of our training and development programmes. Different training programmes are designed for employees at different levels in the organization.

3. Employee Engagement :

To make sure that our employees are engaged, connected and motivated, WSL promotes a culture of responsibility, diversity, and innovation. The Company have conceptualized and implemented multiple initiatives to enhance employee engagement, thereby leading to a more productive work environment. Employee engagement is an important indicator in gauging employee satisfaction. Employees today are looking for more than a 9 to 5 job. They want to be involved in their work, enthusiastic about the organization they work for and committed to their fellow employees.

4. Employee Health and Safety:

Workers'' safety is the key to unhindered operations and productivity. Our approach to health and safety is designed to create a safe, healthy work environment.

Foundry operations consist of several hazardous processes, which can affect the health of workers as well as cause injury. The employees are exposed to high temperature, dust and other occupational hazards and safety hazards. As a responsible corporate, the Company is cognizant of such hazards and takes preventive measures to avoid accidents and ensure that norms of safety, health and hygiene are adhered, to build a safer and healthier work environment.

Ensuring fair and safe working conditions for all employees and contract workforce as well as visitors is the basic premise on which our human resource policies and practices are built. The Company has installed high-efficiency induction furnaces with double acting suction hoods which have improved working conditions and made foundries cooler, cleaner and less hostile workplaces.

5. Occupational Health and Safety management system:

People''s safety is ensured through several levels of checks and balances throughout the organization. Various policies, management systems, training and awareness sessions are conducted regularly. These systematically bring about behavioral change in our workforce. Our health and safety priorities are clearly articulated in our HSE Policy. With the overreaching objective of ''Zero Harm to Life''. The principles are being applied to the entire the plant. There has been continued improvement in the safety culture within the Company.

The Company seeks to minimize the EHS impacts due to the Company''s manufacturing activities. It provides safe and healthy working conditions, utilizes natural and man-made resources optimally and responsibly, plus strives to ensure the sustainability of resources. The Company reports Environmental, Occupational Health and Safety performance, including the assessment of potential EHS risks associated with the operations, to the stakeholders fairly and transparent.

6. Occupational health and safety objectives:

(i) Zero Harm

(ii) Minimize Unsafe Conditions and Unsafe Acts

7. Hazard Identification, risk assessment and incident investigation:

There is a robust consultation between the Management and the employees (including worker and worker representatives) on Occupational Health and Safety. All the employees were consulted during the preparation of the OH&S Policy and procedures as well as during H R A (Hazard identification and Risk Assessment) process

8. Worker participation, consultation, and communication on occupational health and safety:

The employees, workers, and worker representatives participate in planning, establishing, implementing and maintaining the occupational health and safety management system as well as developing the OHS audit protocol. Feedback is used in improving OHS Management System.

9. Communication on Occupational health and safety:

WSL communicate information to its employees and workers on matters related to occupational health and safety hazards, risks and controls, changes in procedures, if any, along with the customer requirements.

10. Internal Communication:

Internal communication on EHS management system is carried out via inter office memo, display on notice board, or circulation of the copy of a particular document in EHS management system. Notice boards are used to display notices to inform employees about issues such as emergency plans and accident performance or about progress in achieving objectives and targets.

11. Workers training on occupational health and safety:

WSL ensures the participation of employee and workers in Occupational health and safety at all levels through inter departmental meetings for hazard identification and elimination, assessment and reduction of risks. OH&S constantly review operational controls and training is organized for its employees and workers.

12. Workers are covered by an occupational health and safety management:

All the employees, both contractual and permanent, are covered by the Company''s Occupational Health and Safety Management System.

13. Anti-Discrimination & Diversity:

Equality, diversity, and non-discrimination are fundamental human rights and essential ingredients to a successful Company. Diversity of employees is encouraged at all levels within the organization. It helps us to attract talent from different backgrounds, with different viewpoints and skills. This workforce diversity is taken care of at different levels of the organization. The Company ensures that there are no discriminatory practices in the organization on the grounds of gender, ethnicity, nationality, or age.

The Company provides and maintains equal opportunities at the time of recruitment as well as during employment, irrespective of caste, creed, gender, race, disability and sexual orientation. The recruitment is based on their qualification, aptitude and efficiency.

Our women employees enjoy all provisions as per statutory requirements including maternity benefits. Their safety is ensured through the Company-wide Policy on Prevention of Sexual Harassment at the work place. In the reporting year, there were no cases of Sexual Harassment reported at the workplace. Induction and manufacturing process training is provided when new contractual workers and staff on their joining. Reorientation is organized every 6 months for permanent and contractual workforce on EHS Toolbox training on various safety topics to staff and workers by the Safety Manager & Training department on workplace discipline, teamwork, positive attitude, communication, 5S, and ISO- QMS.

5S is implemented in the plant and periodical audit is carried out by the management representative.

24. SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

25. ACKNOWLEDGMENTS:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Company''s Customers, Vendors, Bankers, Auditors, Investors and Government bodies during the year under review. Your Directors place on record their appreciation of the contribution made by employees at all levels.

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Mar 31, 2018

BOARDS'' REPORT

The Directors have pleasure in presenting the Forty-Sixth Annual Report together with Audited Financial Statements of the Company for the financial year ended 31st March, 2018.

FINANCIAL HIGHLIGHT :

Rs,. In Lakhs

PARTICULARS	Year ended 31st March 2018	Year ended 31st March 2017
Revenue from Operations	23,996.95	21,901.20
Other Income	52.20	60.79
Total Revenue	24,049.15	21,961.99
Profit before Finance Cost, Depreciation & Amortization and Tax Expenses.	352.10	325.54
Less : Finance Cost	36.04	2.83
Less : Depreciation & Amortization	89.74	82.01
Profit Before tax	226.32	240.70
(i) Provision for Taxation (Current)	74.70	62.90
(ii) Taxes for earlier years	(14.10)	-
(iii) Provision for Taxation ( Deferred)	6.36	1.29
Total Tax (i ii iii)	66.96	64.19
Profit/ (Loss) after Tax	159.36	176.51
Other Comprehensive Income	(3.54)	(8.27)
Total Comprehensive lncome/(Expenses)	155.82	168.24

1. PRODUCTION:

During the year under review the Company produced 37,972 tons of Grinding Media as compared to 36,980 tons in the previous year.

2. SALES & PROSPECTS:

The Company sold 37,930 tons of Grinding Media during the year under review as against 36,646 tons in the previous year. The sales prospects for the current year are quite encouraging.

3. DIVIDEND & RESERVES:

Your Directors are pleased to recommend a dividend of 20% (?. 2.00 per share) for the Financial Year 2017-18.

4. FINANCE:

The liquidity position of the Company remained satisfactory. Canara Bank, Citi Bank and State Bank of India , extended their full co-operation to the Company.

5. EMPLOYEES RELATIONS:

The relationship with the employees, in general, remained cordial. However, a number of cases related to disciplinary actions taken against some workmen who had indulged in misconduct during and after the illegal labour strike in November/December 2014, are still pending in the Honourable Labour Court, along with the issue of Charter of demands put up by one of the two Labour Unions in the Company.

6. DIRECTORS:

Mr. Vinod Narain, Director of the Company retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Abrief resume of Mr. Vinod Narain is given as annexure to the notice.

7. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE:

During the year under review, Four Board Meetings and Audit Committee meetings were convened and held. The detail of composition of Audit Committee is as under-

Mr. D.P.Dhanuka, Chairman Mr. Bhadresh K.Shah, Member Mr. Pradip R.Shah, Member Mr.AshokA.Nichani, Member Mr. Rajendra S. Shah, Member Mr. Sanjay S.Majmudar, Member

All recommendations made by the Audit Committee during the year were accepted by the Board. The details of Composition of other Committees and dates of the meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

8. AUDITORS:

The Statutory Auditors M/s.Ganapath Raj & Co., Chartered Accountants (FRN:000846S) Statutory Auditors of the Company will hold office till the conclusion of the 50th Annual General Meeting.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

9. AUDITORS’ REPORT AND NOTES ON ACCOUNTS:

The Board has duly reviewed the Statutory Auditors'' Report for the Financial Year ended 31st March, 2018. There were no qualifications/observations in the Report.

10. COST AUDITORS:

The Cost Auditors has filed the cost audit report for the financial year ended 31st March, 2017 within stipulated timeframe.

The Board of Directors on the recommendation of the Audit Committee has appointed M/s Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as the Cost Auditors of the Company to audit the cost accounting records of the Company for the financial year 2018-19. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members of the Company for their ratification at the ensuing Annual General Meeting. Accordingly, a resolution seeking member’s ratification of the remuneration payable to M/s Kiran J. Mehta & Co., Cost Accountants, Ahmedabad is included in the Notice convening the 46th Annual General Meeting.

11. INTERNAL CONTROLAND AUDIT:

Company has a proper and adequate system of Internal Control commensurate with its size and the nature of its operations to ensure that all assets are safeguarded and protected against loss from un-authorized use or disposition and all transactions are authorized, recorded and reported correctly. The Board of Directors at the recommendation of the Audit Committee appointed M/s. Talati &Talati, Chartered Accountants, Ahmedabad as Internal Auditors of the Company for financial year 2018-19.

Internal Auditors monitor and evaluate the efficacy and adequacy of internal Control System in the Company. Significant Audit Observation and corrective actions thereon are presented to the Audit Committee of the Board.

12. DEPOSITS:

The Company has not accepted any deposit from the public during the year under review within the meaning of Section 73(a) of the Companies Act, 2013.

13. INSURANCE:

The Company has taken adequate insurance coverage of all its Assets and Inventories against various calamities, viz. fire, floods, earthquake, cyclone, accidents etc.

14. CORPORATE GOVERNANCE:

In line with the Company’s commitment to good Corporate Governance Practices, your Company has complied with all the mandatory provisions of Corporate Governance as prescribed in Regulations 17 to 27 of the SEBI Listing Regulations.

A separate report on Corporate Governance and Practicing Company Secretaries Certificate thereon is included as a part of the Annual Report.

15. MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

MDA covering details of operations, opportunities and threats etc. for the year under review is given in a separate section included in this report and forms a part of this Annual Report.

16. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with the rule 8 to the Companies (Accounts) Rules, 2014 are provided as an Annexure – A to this report.

17. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) of the Companies Act, 2013 your Directors hereby confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgment 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 of the Company for that year.

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

(iv) The Directors have prepared the Annual Accounts on a going concern basis.

(v) The Directors have laid down Internal Financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively and

(vi) 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.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has neither given any loans, guarantees nor made any investments under section 186 of the Companies Act, 2013 during the financial year 2017 -18.

19. TRANSACTIONS WITH RELATED PARTIES:

All transactions entered with the related parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Your directors draw attention of the members to para 6 of note No.27-significant accounting policies and notes to the financial statement which sets out material contracts / arrangements/ transactions with related parties on arms’ length basis. There are no materially significant Related Party Transactions made by the Company with the Promoters, Directors and Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

The Company has developed a Related Party Transactions framework through Standard Operating Procedures for the purpose of identification and monitoring of such transactions. All related party transactions including those which are repetitive in nature are reviewed by the Audit Committee on quarterly basis. The Board approved all the related party transactions that are recommended by the Audit Committee. The policy on Related Party Transactions as approved by the Board of Directors is available on the web site of the Company

i.e. www.welcaststeels.com.

During the financial year 2018-19, the transactions of sale of material with the Holding Company i.e. AIA Engineering Limited may exceed threshold limit often percent (10%) of the annual consolidated turnover of the company as per the audited financial statements for the year ended 31st March 2018. Pursuant to Regulation 23 of SEBI Listing Regulations, Company proposes to take the approval of members of the Company by way of an Ordinary Resolution to be passed at the ensuing Annual General Meeting.

The details of the material Related Party transactions entered by the Company during the year under review are disclosed in FormAOC-2asAnnexure-Btothis Report.

20. RISK MANAGEMENT:

The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board’s Report.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. Corporate Risk Evaluation and Management is an ongoing process within the Organization. The Company has a well-defined Risk Management framework to identify, monitor and minimizing/mitigating risks. The Risk Management framework has been developed and approved by the senior management in accordance with the business strategy. The key elements of the framework include:

- Risk Structure;

- Risk Portfolio;

- Risk Measuring & Monitoring and

- Risk Optimizing.

The implementation of the framework is supported through criteria for Risk assessment, Risk forms & MIS.

The objectives and scope of Risk Management Committee broadly comprises of:

- Oversight of risk management performed by the executive management:

- Reviewing the Corporate Risk Management Policy and framework within the local legal requirements and Listing Regulations;

- Reviewing risks and evaluate treatment including initiating mitigation actions and ownerships as per a predefined cycle;

- Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

21. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder the Company has appointed M/s Tushar Vora & Associates, Company Secretaries in Practice (C P No 1745) to conduct the Secretarial Audit of the Company’s secretarial and related records for the year ended 31st March 2018. The Secretarial Audit Report of the Company is annexed herewith as Annexure-C and forms an integral part of this report.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The vigil mechanism of the Company which also incorporates a whistle blower policy in terms of the Regulations 22 of SEBI Listing Regulations may be accessed on the Company’s website. The company has nominated the Chief Financial Officer as the Chief Vigilance officer. Protected disclosures can be made by a whistle blower through e-mail or by anonymous letter addressed to the Chief Financial Officer.

23. NOMINATION AND REMUNERATION COMMITTEE:

The Board has on recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report which is a part of the Board’s Report. The detailed policy is placed on the investor section of website of the Companywww.welcaststeels.com.

24. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was carried out by the Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

25. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company’s Procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a Whole. Site visit to plant location is organized for the Directors to enable them to understand the operations of the Company. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at http://www.welcaststeels.com/newsite/CorporateGovernance.html.

26. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of sexual harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the year under review, the Company has not received any complaint in this regard.

27. EXTRACT OF ANNUAL RETURN:

The details forming part of the Annual Return in Form MGT-9 are annexed herewith as Annexure - Dto this Report.

28. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment of Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company forms part of this report. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Disclosures in respect of the Remuneration of the Managerial Personnel are given in Annexure “E”.

29. ENVIRONMENT, HEALTH AND SAFETY:

The Company is committed to health and safety of its employees, contractors and visitors. The Company is compliant with all Environment, Health and Safety (EHS) Regulations stipulated under the Water (Prevention and Control of Pollution), the Air (Prevention and Control of Pollution) Act, the Environment Protection Act and the Factories Act and Rules made thereunder. Our mandate is to go beyond compliance and we have made a considerable improvement.

30. SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

31. ACKNOWLEDGMENTS:

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees. The Directors also wish to place on record their gratitude to the members for their continued support and confidence. Your Directors also have pleasure in placing on record their sincere appreciation for the continued co-operation and support extended to the Company by the Bankers, Canara Bank, State Bank of India and Citibank N.A., Ahmedabad and various other Government authorities.

Place : Bengaluru For and on behalf of the Board of Directors

Date : 07-05-2018 VINOD NARAIN

Chairman

(DIN.00058280)

---

Mar 31, 2017

The Directors have pleasure in presenting the Forty-Fifth Annual Report together with Audited Financial Statements of the Company for the financial year ended 31 st March 2017.

FINANCIAL HIGHLIGHT :

Rs. In Lacs

PARTICULARS	Standalone
	Year ended 31st March 2017	Year ended 31st March 2016
Revenue from Operations (Net of Excise)	20,118.51	11,932.48
Add: Other Operating Income	14.18	30.33
Total Income from Operations (Net)	20,132.69	11,962.81
Add: Other Income	60.79	41.35
Total Income	20,193.48	12,004.16
Profit before Finance Cost, Depreciation & Amortization and Tax Expenses.	325.54	90.65
Less: Finance Cost	2.83	27.97
Less: Depreciation & Amortization	82.01	95.16
Profit Before tax	240.70	(32.48)
(i) Provision for Taxation (Current)	62.90	--
(ii) Taxes for earlier years	--	(2.17)
(iii) Provision for Taxation ( Deferred)	1.29	0.96
Total Tax (i ii iii)	64.19	(1.27)
Profit / (Loss) after Tax	176.51	(31.27)
Other Comprehensive Income	(8.27)	(12.89)
Total Comprehensive income/(Expenses)	168.24	(44.16)

The Company has adopted Indian Accounting Standards (Ind AS) from 1st April, 2016. The figures for the Year ended 31st March, 2016 are Ind AS compliant.

6. DIRECTORS:

Mrs. Khushali Samip Solanki, Director of the Company retiring by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. A brief resume of Mrs. Khushali Samip Solanki is given as annexure to the notice.

7. NUMBEROF MEETINGS OF THE BOARD AND AUDIT COMMITTEE:

Four meetings of the Board of Directors and Audit Committee were held during the financial year. For further detail of the meetings, please refer to corporate governance report which forms part of this Annual Report.

8. AUDITORS:

M/s Dagliya & Co., Chartered Accountants, the Statutory Auditors of the Company retire at end of the ensuing 45th Annual General Meeting of the Company. As per Section 139 of the Companies Act, 2013 and rules made there under, they will not be eligible to be re-appointed as Statutory Auditors of the Company. The Board of Directors, in its meeting held on 22-05-2017, on the recommendation of Audit Committee has appointed M/s. Ganapathraj & Co., Chartered Accountants as Statutory Auditors of the Company for a period five years subject to the approval of members in 45th Annual General Meeting. If appointed in AGM, they will hold office for five years from the conclusion of ensuing Annual General Meeting till the conclusion of 50th Annual General Meeting.

The Company has received a certificate from the auditors to the effect that the appointment, if made, will be in accordance with the limits specified in Section 139 (1) of the Companies Act, 2013 and they are not disqualified for re-appointment of within the meaning of the Section 141 of the said Act and rules framed there under.

As required under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

9. AUDITORS’REPORT AND NOTES ON ACCOUNTS:

The Board has duly reviewed the Statutory Auditors’ Report for the Financial Year ended 31st March, 2017. There were no qualifications/observations in the Report.

10. COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Audit records maintained by the Company are required to be audited by a Cost Accountant. On the recommendations of the Audit Committee, the Board of Directors of the Company have appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as the Cost Auditors of the Company to audit the Cost Accounting Records of the Company for the Financial Year 2016-17. The Cost Auditor has filed the Cost Audit Report for the Financial Year ended 31 st March, 2016 with MCA within the stipulated time.

The Board of Directors of the Company have appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as the Cost Auditors of the Company to audit the Cost Accounting Records of the Company for the Financial Year 2017-18. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members of the Company for their ratification at the ensuing Annual General Meeting. Accordingly a Resolution seeking members’ ratification of the remuneration payable to M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad, is included in the Notice convening the 45th Annual General Meeting.

11. INTERNAL CONTROL AND AUDIT:

Company has a proper and adequate system of Internal Control commensurate with its size and the nature of its operations to ensure that all assets are safeguarded and protected against loss from un-authorized use or disposition and all transactions are authorized, recorded and reported correctly. The Board of Directors at the recommendation of the Audit Committee appointed M/s. Rajesh Dudhara & Co, Chartered Accountants, Ahmedabad as Internal Auditors of the Company for financial year 2017-18.

Internal Auditors monitors and evaluates the efficacy and adequacy of internal Control System in the Company. Significant Audit Observation and corrective actions thereon are presented to the Audit Committee of the Board.

12. DEPOSITS:

The Company has not accepted any deposit from the public during the year under review within the meaning of Section 73(a) of the Companies Act, 2013.

13. INSURANCE:

The Company has taken adequate insurance coverage of all its Assets and Inventories against various calamities, viz. fire, floods, earthquake, cyclone, accidents etc.

14. CORPORATE GOVERNANCE:

In line with the Company’s commitment to good Corporate Governance Practices, your Company has complied with all the mandatory provisions of Corporate Governance as prescribed in Regulation 17 of SEBI Listing Regulations.

A separate report on Corporate Governance and Practicing Company Secretary''s Certificate thereon is included as part of the Annual Report.

15. MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

MDA covering details of operations, Opportunities and Threats etc. for the year under review is given in a separate section included in this report and forms a part of this Annual Report.

16. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, stipulated under Section 134 (3)(m)of the Companies Act, 2013 read with the rule 8 to the Companies (Accounts) Rules, 2014 are provided as an Annexure - A to this report.

17. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) of the Companies Act, 2013 your Directors hereby confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgment 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 of the Company for that year.

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

(iv) The Directors have prepared the Annual Accounts on a going concern basis.

(v) The Directors have laid down Internal Financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively and

(vi) 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.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has neither given any loans, guarantees nor made any investments under section 186 of the Companies Act, 2013 during the financial year 2016 -17.

19. TRANSACTIONS WITH RELATED PARTIES:

All transactions entered with the related parties for the year under review were on arm''s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Your directors draw attention of the members to para 6 of note No.28- significant accounting policies and notes to the financial statement which sets out material contracts / arrangements/ transactions with related parties on arms’ length basis. There are no materially significant Related Party Transactions made by the Company with the Promoters, Directors and Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

The Company has developed a Related Party Transactions framework through Standard Operating Procedures for the purpose of identification and monitoring of such transactions. All related party transactions including those which are repetitive in nature are reviewed by the Audit Committee on quarterly basis. The Board approved all the related party transactions that are recommended by the Audit Committee. The policy on Related Party Transactions as approved by the Board of Directors is available on the web site of the Company. (Web link-www.welcaststeels.com).

During the year 2017-18, the transactions of sale of material with the Holding Company i.e. AIA Engineering Limited may exceed threshold limit of Ten percent (10%) of the annual consolidated turnover of the company as per the audited financial statements for the year ended 31st March 2017. Pursuant to Regulation 23 of SEBI Listing Regulations, Company proposes to take the approval of members of the Company by way of Ordinary Resolution to be passed at the ensuing Annual General Meeting.

The details of the material Related Party transactions entered by the Company during the year under review are disclosed in Form AOC- 2 as Annexure - B to this Report.

20. RISK MANAGEMENT:

The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board’s Report.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. Corporate Risk Evaluation and Management is an ongoing process within the Organization. The Company has a well-defined Risk Management framework to identify, monitor and minimizing/mitigating risks. The Risk Management framework has been developed and approved by the senior management in accordance with the business strategy. The key elements of the framework include:

- Risk Structure;

- Risk Portfolio;

- Risk Measuring & Monitoring and

- Risk Optimizing.

The implementation of the framework is supported through criteria for Risk assessment, Risk forms & MIS. The objectives and scope of Risk Management Committee broadly comprises of:

- Oversight of risk management performed by the executive management:

- Reviewing the Corporate Risk Management Policy and framework within the local legal requirements and SEBI Listing Regulations;

- Reviewing risks and evaluate treatment including initiating mitigation actions and ownerships as per a predefined cycle;

Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

21. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under the Company has appointed M/s Tushar Vora & Associates, a firm of Company Secretaries in Practice (CP No 1745) to conduct the Secretarial Audit of the Company’s secretarial and related records for the year ended 31 st March 2017. The Secretarial Audit Report of the Company is annexed herewith as Annexure - C and forms an integral part of this report.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The vigil mechanism of the Company which also incorporates a whistle blower policy in terms of the Regulations 22 of SEBI Listing Regulations may be accessed on the Company’s website. The company has nominated the Chief Financial Officer as the Chief Vigilance officer. Protected disclosures can be made by a whistle blower through e-mail or by anonymous letter addressed to the Chief Financial Officer.

23. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors has framed a policy which lays down, a frame work in relation to remuneration of directors, Key Managerial Personnel and Senior Management of the Company. The Policy also lays down criteria for selection and appointment of Board members. The details of this policy may be accessed on the Company’s web site www.welcaststeels.com.

24. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations , a structured questionnaire was prepared after taking into consideration of the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

25. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company''s Procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a Whole. Site visits to plant location is organized for the Directors to enable them to understand the operations of the Company. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at http://www.weicaststeeis.com/ new site /Corporate Governance. htmi.

26. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of sexual harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the year under review, the Company has not received any complaint in this regard.

27. EXTRACT OF ANNUAL RETURNS:

The details forming part of the Annual Return in Form MGT-9 are annexed herewith as Annexure - D to this Report.

28. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment of Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided on request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Disclosures in respect of the Remuneration of the Managerial Personnel are given in Annexure “E”.

29. ENVIRONMENT, HEALTH AND SAFETY:

The Company is committed to health and safety of its employees, contractors and visitors. The Company is compliant with all Environment, Health and Safety (EHS) Regulations stipulated under the Water (Prevention and Control of Pollution), the Air (Prevention and Control of Pollution) Act, the Environment Protection Act and the Factories Act and Rules made there under. Our mandate is to go beyond compliance and we have made a considerable improvement.

30. ACKNOWLEDGMENTS:

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees. The Directors also wish to place on record their gratitude to the members for their continued support and confidence. Your Directors also have pleasure in placing on record their sincere appreciation for the continued co-operation and support extended to the Company by the Bankers, Canara Bank, and State Bank of India and various other Government authorities.

Place: Bengaluru For and on behalf of the Board of Directors

Date : 22-05-2017 Bhadresh K. Shah Debi Prasad Dhanuka

Director Director

(DIN.00058177) (DIN.000168198)

---

Mar 31, 2016

The Directors have pleasure in presenting the Forty-Fourth Annual Report together with Audited Financial Statements of the Company for the financial year ended 31 st March 2016.

FINANCIAL RESULTS:

_In Lacs

PARTICULARS	2015-16	2014-15
Gross Income	12,978.48	22,150.14
Less: Excise duty	1,015.67	1,814.22
Net Income	11,962.81	20,335.92
Profit before Interest and Depreciation.	76.59	240.45
Less: Interest	27.97	53.67
Profit before Depreciation	48.62	186.78
Depreciation for the year. (Net of withdrawal from revaluation reserve)	88.49	177.35
Profit/(Loss) after Interest and Depreciation	(39.87)	9.43
Exceptional Items (Income)	(1.17)	18.73
Prior period adjustments (Expenses)	2.45	0
Prior Year’s Tax and Deferred Tax (income)	(4.23)	--
Provision for tax:	--	30.66
Profit/(Loss) for the year	(36.92)	(2.50)

1. PRODUCTION

During the year under review the Company produced 20,906 tons of Grinding Media as compared to 32,411 tons in the previous year. The production had to be curtailed during the year as the demand of Grinding Media had come down in the International Market due to recession.

2. SALES & PROSPECTS:

The Company sold 20,967 tons of Grinding Media during the year under review as against 32,589 tons in the previous year. There was a general recession in the Mining Industry which resulted in lower demand. However, the demand has picked up in the current year and the sales are expected to be fairly good.

3. DIVIDEND & RESERVES:

In view of the loss incurred by the Company during the year under report, your directors have not recommended any dividend for Financial Year 2015-16.

4. FINANCE:

The liquidity position of the Company remained satisfactory. Canara Bank and State Bank of India extended their full co-operation to the Company.

5. EMPLOYEES RELATIONS:

As reported in the last Annual General Meeting, the management and employee relations were strained due to illegal unrest created by the labour in the month of November 2014. The management is happy to report that with the conciliatory effort of the management and condescending attitude adopted by a section of employees considerable improvement in the relationship has been established. An agreement has also been signed with the new union settling the issue of increase in wages and other issues. The management is hopeful that rest of the employees will follow and avail benefits which have already been given to a section of workers.

The disciplinary action taken against the workmen who indulged in mis-conduct and who precipitated the issue is pending in the honorable labour court.

6. DIRECTORS:

Mr. Bhadresh K. Shah, Director of the Company retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. A brief resume of Mr. Bhadresh K. Shah is given as annexure to the notice.

7. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE:

Four meetings of the Board of Directors and Audit Committee were held during the financial year. For further detail of the meetings, please refer to corporate governance report which forms part of this Annual Report.

8. AUDITORS:

The Statutory Auditors M/s. Dagliya & Co, Chartered Accountants (FRN 000671S) Statutory Auditors of the Company will hold office till the conclusion of the forty-fifth Annual General Meeting subject to ratification for their appointment at every Annual General Meeting.

The Company has received a certificate from the auditors to the effect that the appointment, if made, will be in accordance with the limits specified in Section 139 (1) of the Companies Act, 2013 and they are not disqualified for re-appointment of within the meaning of the Section 141 of the said Act and rules framed there under.

As required under SEBI Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

9. AUDITORS’REPORT AND NOTES ON ACCOUNTS:

The Board has duly reviewed the Statutory Auditors’ Report on the Accounts. The observations and comments, appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors under Section 134(2) of the Companies Act, 2013.

10. COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Audit records maintained by the Company are required to be audited by a Cost Accountant. On the recommendations of the Audit Committee, the Board of Directors of the Company have appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmadabad as the Cost Auditors of the Company to audit the Cost Accounting Records of the Company for the Financial Year 2015-16.

The Cost Auditor has filed the Cost Audit Report for the Financial Year ended 31st March, 2015 with MCA within the stipulated time.

The Board of Directors of the Company have appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmadabad as the Cost Auditors of the Company to audit the Cost Accounting Records of the Company for the Financial Year 2016-17. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members of the Company for their ratification at the ensuing Annual General Meeting. Accordingly a Resolution seeking members’ ratification of the remuneration payable to M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmadabad, is included in the Notice convening the 44th Annual General Meeting.

11. INTERNAL CONTROL AND AUDIT:

Company has a proper and adequate system of Internal Control commensurate with its size and the nature of its operations to ensure that all assets are safeguarded and protected against loss from un-authorized use or disposition and all transactions are authorized, recorded and reported correctly.

The Board of Directors at the recommendation of the Audit Committee appointed M/s. Rajesh Dudhara & Co, Chartered Accountants, Ahmadabad as Internal Auditors of the Company for financial year 2016-17.

Internal Auditors monitors and evaluates the efficacy and adequacy of internal Control System in the Company. Significant Audit Observation and corrective actions thereon are presented to the Audit Committee of the Board.

12. DEPOSITS:

The Company has not accepted any deposit from the public during the year under review within the meaning of Section 73(a) of the Companies Act, 2013.

13. INSURANCE:

The Company has taken adequate insurance coverage of all its Assets and Inventories against various calamities, viz. fire, floods, earthquake, cyclone, accidents etc.

14. CORPORATE GOVERNANCE:

In line with the Company’s commitment to good Corporate Governance Practices, your Company has complied with all the mandatory provisions of Corporate Governance as prescribed in Regulation 17 to 27 of SEBI Listing Regulations.

A separate report on Corporate Governance and Practicing Company Secretary''s Certificate thereon is included as part of the Annual Report.

15. MANAGEMENT DISCUSSION AND ANALYSIS:

MDA covering details of operations, Opportunities and Threats etc. for the year under review is given in a separate section included in this report and forms a part of this Annual Report.

16. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with the rule 8 to the Companies (Accounts) Rules, 2014 are provided as an Annexure - Ato this report.

17. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) of the Companies Act, 2013 your Directors hereby confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgment 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 loss of the Company for that year.

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

(iv) The Directors have prepared the Annual Accounts on a going concern basis.

(v) The Directors have laid down Internal Financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively and

(vi) 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.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has neither given any loans, guarantees nor made any investments under section 186 of the Companies Act, 2013 during the financial year 2015 -16.

19. TRANSACTIONS WITH RELATED PARTIES:

All transactions entered with the related parties for the year under review were on arm''s length basis and in the ordinary course of business and that the provisions of section 188 of the Companies Act, 2013 are not attracted. Your directors draw attention of the members to note No.6 to the financial statement which sets out material contracts / arrangements/ transactions with related parties on arms'' length basis. There are no materially significant Related Party Transactions made by the Company with the Promoters, Directors and Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

The Company has developed a Related Party Transactions framework through Standard Operating Procedures for the purpose of identification and monitoring of such transactions. All related party transactions including those which are repetitive in nature are reviewed by the Audit Committee on quarterly basis. The Board approved all the related party transactions that are recommended by the Audit Committee. The policy on Related Party Transactions as approved by the Board of Directors is available on the web site of the Company. (Web link-www.welcaststeels.com).

During the year under review, the transactions of sale of material with the Holding Company i.e. AIA Engineering Limited has exceeded ten percent (10%) of the annual consolidated turnover of the company as per the audited financial statements for the year ended 31st March 2016. Pursuant to Regulation 23 of SEBI Listing Regulations, Company proposes to take the approval of members of the Company by way of an Ordinary Resolution to be passed at the ensuing Annual General Meeting.

The details of the material Related Party transactions entered by the Company during the year under review are disclosed in Form AOC -2 as Annexure - B to this Report.

20. RISK MANAGEMENT:

During the year, the Board of Directors has re-constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. Corporate Risk Evaluation and Management is an ongoing process within the Organization. The Company has a well-defined Risk Management framework to identify, monitor and minimizing/mitigating risks.

The Risk Management framework has been developed and approved by the senior management in accordance with the business strategy.

The key elements of the framework include:

- Risk Structure;

- Risk Portfolio;

- Risk Measuring & Monitoring and

- Risk Optimizing.

The implementation of the framework is supported through criteria for Risk assessment, Risk forms & M IS.

The objectives and scope of Risk Management Committee broadly comprises of:

- Oversight of risk management performed by the executive management:

- Reviewing the Corporate Risk Management Policy and framework within the local legal requirements and Listing Regulations;

- Reviewing risks and evaluate treatment including initiating mitigation actions and ownerships as per a predefined cycle;

Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

21. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under the Company has appointed M/s Tushar Vora & Associates, a firm of Company Secretaries in Practice (CP No 1745) to conduct the Secretarial Audit of the Company’s secretarial and related records for the year ended 31st March 2016. The Secretarial Audit Report of the Company is annexed herewith as Annexure - C and forms an integral part of this report.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The vigil mechanism of the Company which also incorporates a whistle blower policy in terms of the Regulations 22 of SEBI Listing Regulations, may be accessed on the Company’s website. The company has nominated the Chief Financial Officer as the Chief Vigilance officer. Protected disclosures can be made by a whistle blower through e-mail or by anonymous letter addressed to the Chief Financial Officer.

23. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors has framed a policy which lays down, a frame work in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also lays down criteria for selection and appointment of Board members. The details of this policy is stated in the Corporate Governance Report.

24. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

25. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company’s Procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a Whole. Site visits to plant location is organized for the Directors to enable them to understand the operations of the Company. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at http://www.welcaststeels.com/newsite/CorporateGovernance.html.

26. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of sexual harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the year under review, the Company has not received any complaint in this regard.

27. EXTRACTOFANNUALRETURNS:

The details forming part of the Annual Return in Form MGT-9 are annexed herewith as Annexure - D to this Report.

28. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment of Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided on request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Disclosures in respect of the Remuneration of the Managerial Personnel are given in Annexure “E”.

29. ENVIRONMENT, HEALTH AND SAFETY:

The Company is committed to health and safety of its employees, contractors and visitors. The Company is compliant with all Environment, Health and Safety (EHS) Regulations stipulated under the Water (Prevention and Control of Pollution), the Air (Prevention and Control of Pollution) Act, the Environment Protection Act and the Factories Act and Rules made there under. Our mandate is to go beyond compliance and we have made a considerable improvement.

30. ACKNOWLEDGMENT:

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees. The Directors also wish to place on record their gratitude to the members for their continued support and confidence. Your Directors also have pleasure in placing on record their sincere appreciation for the continued co-operation and support extended to the Company by the Bankers, Canara Bank, and State Bank of India and various other Government authorities.

Place: Bengaluru For and on behalf of the Board of Directors

Date : 20-05-2016 VINOD NARAIN

Chairman (DIN.00058280)

---

Mar 31, 2015

The Directors have pleasure in presenting the Forty-Third Annual Report together with Audited Financial Statements of the Company for the Financial Year ended 31st March 2015.

FINANCIAL RESULTS

PARTICULARS 2014-15 2013-14

Gross Income 22,150.14 25,876.49

Less: Excise duty 1,814.22 2,085.65

Net Income 20,335.92 23,790.84

Profit before Interest and Depreciation. 240.45 651.28

Less: Interest 53.67 62.38

Profit before Depreciation 186.78 588.90 Depreciation for the year.

(Net of withdrawal from revaluation reserve) 177.35 146.66

Profit after Interest and Depreciation 9.43 442.24

Exceptional Items- Income 18.73 0

Prior period adjustments - Expenses 0 3.42

Provision for tax: 30.66 140.84

Profit for the year (2.50) 297.98

Less:-Depreciation on Revaluation Reserve 1.42 0

Total (1.08) 297.98

Balance profit for earlier years 2598.99 2388.34

Profit available for appropriation 2597.91 2686.32

Transfer to General Reserve 0 50.00

Dividend on equity shares 12.76 31.91

Tax on proposed dividend 2.60 5.42

Balance to be carried forward a sum of 2582.55 2598.99

Earnings per equity share of Rs.10/- each (0.39) 46.70

1. PRODUCTION

During the year under review the Company produced 32,411 tons of Grinding Media as compared to 38,340 tons in the previous year. The production is low due to labour unrest and strike by the workmen during the year under review.

2. SALES & PROSPECTS

The Company sold 32,589 tons of Grinding Media during the year under review as against 38,143 tons in the previous year. The sales were affected due to lower production during the year under review. Since the labour unrest has continued in the current year, the sales are likely to be adversely affected in this year also. There are indications of recession in the Ore Mining Industry, which is the major consumer of our products, and this could result in further decline in sales at our end.

3. DIVIDEND & RESERVES.

Keeping the interest of stakeholders in view your Directors are pleased to recommend a dividend of 20 % of (Rs. 2/- per equity share), even though there is no distributable profit in the year under review. The total cash outflow on account of dividend on equity shares for the financial year 2014-15 would be Rs.15.35 lacs including dividend distribution tax.

4. FINANCE

The liquidity position of the Company remained satisfactory. Canara Bank and State Bank of India extended their full co-operation to the Company.

5. EMPLOYEES RELATIONS

The workmen had resorted to illegal strike in the month of November / December 2014 on the issue of disciplinary action taken Against a workman. Since then the relationship with the employees union has remained strained as the union has adopted a confrontal attitude under the guidance of anew union leader. The Charter of demands put up by the union in the month of January 2015 after the expiry of the previous Agreement on 31st December 2014isyettobe negotiated. However the management is taking all steps to bring normalcy working.

6. DIRECTORS:

Mr. Vinod Narain, Director of the Company retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. A brief resume of Mr. Vinod Narain is given as annexure to the notice Further, Section 149 of the Companies Act, 2013 read with rules made thereunder and Clause 49 of the Listing Agreement as amended from time to time, lays down that every listed company shall have at least one woman director.

The Board of Directors appointed Mrs. KomalS.Majamudar (DIN.06956344)as An Additional Director (Woman) on 28th March 2015 to hold the Office of the Director upto the ensuing Annual General Meeting of the members of the Company.

However, due to personal reasons, Mrs.Komal S.Majmudar (DIN.06956344) resigned as an Additional Director of the Company with effect from 1st April 2015.

The Board of Directors by its circular resolution dated 15-04-2015 appointed Mrs. Khushali Samip Solanki as an Additional Women Director to hold the office of the Director upto ensuing Annual General Meeting of the Company. Mrs. Khushali Samip Solanki is daughter of Mr. Bhadresh K. Shah, Promoter of AIA Engineering Limited, a Holding Company of Welcast Steels Limited. A brief resume of Mrs. Khushali Samip Solanki is also given as annexure to the Notice. The company has received a notice in writing from a member along with the requisite deposit as required pursuant to the provisions of section 160 of the Companies Act 2013 (the act) proposing her candidature for the office of the Director. The Board also recommended the appointment of Mrs. Khushali Samip Solanki as non-executive & non independent Director of the Company liable for retirement by rotation.

As required under Clause 49 of the Listing Agreement, the information on the particulars of the Directors proposed for appointment has been given in the notice of the Annual General Meeting.

7. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE:

Four meetings of the Board of Directors and Audit Committee were held during the financial year. For further detail of the meetings, please refer to corporate governance report which forms part of this Annual Report.

8. AUDITORS

The Auditors M/s. Dagliya & Co, Chartered Accountants (FRN 000671S) Statutory Auditors of the Company will hold office till the conclusion of the forty-fifth Annual General Meeting subject to ratification for their appointment at every Annual General Meeting.

The Company has received a certificate from the auditor to the effect that the appointment, if made, will be in accordance within the limits specified in Section 139 (1) of the Companies Act, 2013. and they are not disqualified for re-appointment within the meaning of the Section 141 of the said Act and rules framed thereunder.

As required under Clause 49 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

9. AUDITORS'REPORT AND NOTES ON ACCOUNTS:

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The observations and comments, appearing in The Auditors' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors under Section 134(2)of the Companies Act, 2013.

10. COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Audit records maintained by the Company are required to be audited by a Cost Accountant. On the recommendations of the Audit Committee, the Board of Directors of the Company have appointed M/s. Kiran J.Mehta & Co., Cost Accountants, Ahmedabad as the Cost Auditors of the Company to audit the Cost Accounting Records of the Company for the Financial Year 2014-15.

The Cost Auditor has filed the Cost Audit Report for the Financial Year ended 31st March, 2014 with MCA within the stipulated time.

The Board of Directors of the Company have appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as the Cost Auditors of the Company to audit the Cost Accounting Records of the Company for the Financial Year 2015-16.As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members of the Company for their ratification at the ensuing Annual General Meeting. Accordingly a Resolution seeking members' ratification of the remuneration payable to M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad, is included in the Notice convening the 43rd Annual General Meeting.

11. INTERNAL CONTROL AND AUDIT:

Company has a proper and adequate system of Internal Control commensurate with its size and the nature of its operations to ensure that all assets are safeguarded and protected against loss from un-authorized use or disposition and all transactions are authorized, recorded and reported correctly.

The Board of Directors at the recommendation of the Audit Committee appointed M/s. Rajesh Dudhara & Co, Chartered Accountants, Ahmedabadas Internal Auditors of the Company for Financial Year 2015- 2016. Internal Auditors monitors and evaluates the efficacy and adequacy of Internal Control System in the Company. Significant Audit Observation and corrective actions thereon are Presented to the Audit Committee of the Board.

12. DEPOSITS

The Company has not accepted any deposit from the public during the year under review within the meaning of Section73 (a)of the Companies Act, 2013.

13. INSURANCE:

The Company has taken adequate insurance coverage of all its Assets and Inventories against various calamities, viz. fire, floods, earthquake, cyclone, accidents etc.

14. CORPORATE GOVERNANCE:

In line with the Company's commitment to good Corporate Governance Practices, your Company has complied with all the mandatory provisions of Corporate Governance as prescribed in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance and Practicing Company Secretary's Report thereon is included as part of the Annual Report.

15. MANAGEMENT DISCUSSION AND ANALYSIS

MDA covering details of operations, Opportunities and Threats etc. for the year under review is given as a separate section included in this report and form a part of this Annual Report.

16. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8 to the Companies (Accounts) Rules, 2014 are provided as an Annexure-'A' to this report.

17. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c)of the Companies Act, 2013 your Directors hereby confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgement 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 loss of the Company for that period.

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

(iv) The Directors have prepared the Annual Accounts on a going concern basis.

(v) The Directors have laid down Internal Financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively and

vi) 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.

18. PARTICULARS OF EMPLOYEES

No employee of the Company is drawing salary in excess of the limits specified under section 197 (12) of the Companies Act, 2013 read with the Companies Rule 5 (2) (i) (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

19. PARTICULARS OF LOANS,GUARANTEES AND INVESTMENTS:

The Company has neither given any loans, guarantees nor made any investments under section 186 of the Companies Act, 2013 during the financial year 2014-15.

20. TRANSACTIONS WITH RELATED PARTIES:

All transactions entered with the related parties for the year under review were on Arm's Length basis and in the ordinary course of business and that the provisions of section 188 of the Companies Act, 2013 are not attracted.

Your directors draw attention of the members to note No.7 to the financial statement which sets out material contracts / arrangements/ transactions with related parties on arms' length basis. There are no materially significant Related Party Transactions made by the Company with the Promoters, Directors and Key Managerial Persons, which may have a potential conflict with the interest of the Company at large.

The Company has developed a Related Party Transactions framework through Standard Operating Procedures for the purpose of identification and monitoring of such transactions. All related party transactions including those which are repetitive in nature are reviewed by the Audit Committee on quarterly basis. The Board approved all the related party transactions that are recommended by the Audit Committee. The policy on Related Party Transactions as approved by the Board of Directors is available on the web site of the Company.

(Web link- www.welcaststeels.com).

During the year under review the transactions of sale and purchase of material with the Holding Company AIA Engineering Limited exceeded10% (ten percent) of the annual consolidated turnover of the company as per its last audited financial statements. Pursuant to clause49 of the Listing Agreement, Company proposes to take the approval of members of the Company by way of Special Resolution to be passed at the ensuing Annual General Meeting.

The details of the material Related Party transactions entered by the Company are disclosed in Form AOC - 2 are annexed to this Report.

21. RISK MANAGEMENT:

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in

(a) Overseeing and approving the Company's enterprise wide risk management frame work;

(b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, liquidity, security, property, information technology, legal regulatory and other risks have been identified and assessed and there is an adequate risk management infra-structure in place capable of addressing those risks. A group risk management policy was reviewed and approved by the committee. The Company manages, monitors and reports on the principle risk and uncertainties that can impact its ability to achieve its strategic objectives. The company has introduced several improvements to internal controls with efficient management and optimal risk mitigation responses and assurance activities.

22. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder the Company has appointed M/s Tushar Vora & Associates a Firm of Company Secretaries in Practice (CP No 1745) to conduct the Secretarial Audit of the Company's Secretarial and related records for the year ended 31st March, 2015. The Secretarial Audit Report of the Company is annexed herewith as Annexure - 'C' and forms An integral part of this report. As regards certain observations made by the secretarial auditors in their report please note that the Company is in the process of complying the same.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The vigil mechanism of the Company which also incorporates a whistle blower policy in terms of the Listing Agreement may be accessed on the Company's website. The company has nominated the Chief Financial Officer as the Chief Vigilance Officer. Protected disclosures can be made by a whistle blower through e mail or by anonymous letter addressed to the Chief Financial Officer.

24. REMUNERATION AND NOMINATION COMMITTEE:

The Board of Directors has framed a policy which lays down a frame work in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also lays down criteria for selection and appointment of Board members. The details of this policy may be accessed on the Company's web site.

25. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non – Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

26. DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year under review the Company has appointed following persons as Director and Key Managerial Personnel.

a. Mrs. Komal Shaival Majmudaras Director

b. Mr. S.N Jethaliya as Company Secretary.

27. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL)ACT,2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention and prohibition and redressal of sexual harassment at work place in line with the provisions of sexual harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. The Company has not received any complaint in this regard.

28. EXTRACT OF ANNUAL RETURNS:

The details forming part of the Annual Return in Form MGT-9 is Annexed here with as Annexure to this Report.

29. ENVIRONMENT,HEALTH AND SAFETY:

The Company is committed to health hands safety of its employees, contractors and visitors. The Company is compliant with all Environment, Health and Safety (EHS) Regulations stipulated under the Water(Prevention and Control of Pollution),The Air (Prevention and Control of Pollution) Act, the Environment Protection Act and the Factories Act and Rules made thereunder. Our mandate is to go beyond compliance and we have made a considerable improvement.

30. ACKNOWLEDGMENTS:

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees. The Directors also wish to place on record their gratitude to the members For their continued support and confidence. Your Directors also have pleasure to place on record their sincere appreciation for the continued co-operation and support extended to the Company by the Bankers Canara Bank and State Bank of India and various other Government authorities.

Place: Bengaluru For and on behalf of the Board of Directors

Date : 02-05-2015 VINOD NARAIN

Chairman (DIN.00082580)

---

Mar 31, 2013

The Directors present the Forty First Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

Rs.In Lacs

PARTICULARS 2012-13 2011-12

Gross Income 26525.82 23030.23

Less: Excise duty 2370.47 1300.40

Net Income 24155.35 21729.83

Profit before Interest and Depreciation. 685.72 686.54

Less: Interest 76.67 62.86

Profit before Depreciation 609.05 623.68

Depreciation for the year. (Net of withdrawal from revaluation reserve) 180.39 233.00

Profit after Interest and Depreciation 428.66 390.68

Provision for tax 144.76 124.50

Profit for the year 283.90 266.18

Prior period adjustments 0.99 3.66

Total 282.91 262.52

Balance profit for earlier years 2192.53 1989.67

Profit available for appropriation 2475.44 2252.19

Transfer to General Reserve 50.00 30.00

Dividend on equity shares 31.91 25.52

Tax on proposed dividend 5.18 4.14

Balance to be carried forward a sum of 2388.35 2192.53

Earnings per equity share of Rs..10/- each 44.33 41.00

1. PRODUCTION

During the year under review the Company produced 38,414 tons of Grinding Media as compared to 37,979 tons in the previous year.

2. SALES & PROSPECTS

The Company sold 39,218 tons of Grinding Media during the year under review as against 38,120 tons in the previous year. The sales revenue was higher at Rs.24,155 lacs as against Rs.21,729 lacs in the previous year, recording a jump of about 11%. The sales prospects for the current year are also encouraging.

3. DIVIDEND

Your Directors are pleased to recommend a dividend of 50% (Rs.5.00 per share), as compared to 40% (Rs.4.00 per share) in the previous year.

4. FINANCE

The liquidity position of the Company remained satisfactory. Canara Bank and State Bank of India extended their full co- operation to the Company.

5. SCIENTIFIC RESEARCH

The Global Mining Industry is facing tough competition and is on intensive drive to cut costs. This has thrown a big challenge for the company to develop and supply grinding materials with lowest possible wear rates for grinding different types of ores which could benefit the customers in reducing costs. The Research & Development section continues to work in this direction and has been successful in meeting the customer needs.

6. EMPLOYEE RELATIONS

The relationship with the employees remained cordial.

7. DIRECTORS :

Mr.Vinod Narain, Mr D.P. Dhanuka and Mr Pradip R.Shah retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

Mr. R. P. Agarwal expired on 6th April 2013. The Board in its meeting held on 4th May 2013 condoled the untimely demise and also conveyed heart-felt condolences to the bereaved family on behalf of the Company. The Board expresses its gratitude for the invaluable contribution by Mr. R. P. Agarwal towards the progress of the company during his tenure as Director. The Board requests the members to observe two minutes silence as a mark of respect to the departed soul.

8. AUDITORS :

The Statutory Auditors, M/S Dagliya & Co. hold office until the conclusion of this meeting and are eligible for reappointment. The company has received letter from M/S Dagliya & Co., to the effect that their reappointment , if made, would be within the limits specified under section 224 (1B) of the Companies Act 1956.

9. COST AUDITORS :

The Company has appointed M/S Kiran J. Mehta & Co Cost Accountants for conducting Cost Audit for the financial year 2012-13.

10. DEPOSITS:

The Company has not accepted any deposits from the public during the year under review within the meaning of section 58A of the Companies Act 1956

11. CORPORATE GOVERNANCE:

Pursuant to clause 49 of the listing agreement with stock exchanges, a separate section( Annexure III to the Directors'' report ) titled "Corporate Governance" has been included in this Annual Report along with a certificate from the practicing company secretary and a certificate from the Chief Executive officer and Chief Finance officer.

12. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on "Management Discussion and Analysis " (MDA) pursuant to clause 49 of the listing agreement is annexed as Annexure IV to the Directors report and forms integral part of this report.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 217 (2AA) of the Companies Act 1956, with respect to Directors'' responsibility statement, the Directors hereby confirm that:

i) in the preparation of the annual accounts for the financial year 2012-13, the applicable accounting standards have been followed and there are no material departure;

ii) they 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 the profit of the Company for the financial year:

iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

14. COMPLIANCE CERTIFICATE

Pursuant to section 383A of the Companies Act 1956 and Companies (Compliance Certificate) Rules 2001, compliance certificate from Mr. Manjunatha Reddy, practicing Company Secretary for the financial year 2012-13 is attached as Annexure II to this Directors'' report.

15. PARTICULARS OF EMPLOYEES

No employee of the Company is drawing salary in excess of the limits specified under section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975.

ACKNOWLEDGMENTS

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also wish to place on record their gratitude to the members for their continued support and confidence. Your Directors also have pleasure to place on record their sincere appreciation for the continued co-operation and support extended to the Company by the Bankers Canara Bank and State Bank of India and various other Government authorities.

Place : Bangalore For and on behalf of the Board of Directors

Date : 04-05-2013 VINOD NARAIN

Chairman

---

Mar 31, 2012

The Directors present the Fortieth Annual Report together with Audited Accounts of the Company for the year ended 31st March 2012

FINANCIAL RESULTS

Rs. In Lacs

PARTICULARS 2011-12 2010-11 Gross Income 23030.23 21751.30

Less: Excise duty 1300.40 1694.61

Net Income 21729.83 20056.69

Profit before Finance Cost and Depreciation. 686.54 720.93

Less: Finance Cost 62.86 62.83

Profit before Depreciation 623.68 658.10

Depreciation for the year (Net of withdrawal from revaluation reserve) 233.00 290.43

Profit after Finance Cost and Depreciation 390.68 367.67

Provision for tax 124.50 100.91

Profit for the year 266.18 266.76

Prior period adjustments 3.66 0.34

Total 262.52 266.42

Balance profit for earlier years 1989.67 1763.09

Profit available for appropriation 2252.19 2029.51

Transfer to General Reserve 30.00 25.00

Dividend on equity shares 25.52 12.76

Tax on proposed dividend 4.14 2.08

Balance to be carried forward a sum of 2192.53 1989.67

Earnings per equity share of Rs.10/- each 41 42

1. PRODUCTION

During the year under review, the Company produced 37,979 tons of Grinding Media as compared to 38,241 tons in the previous year.

2. SALES & PROSPECTS:

The Company sold 38,120 tons of Grinding Media during the year under review as against 38,379 tons in the previous year. However, the sales revenue was higher at the Rs.21,729 lacs as against Rs.20,056 lacs in the previous year. The order book for the current year is also comfortable and the inflow of further orders is quite encouraging.

3. DIVIDEND:

Keeping in view the long standing expectations of Shareholders and the circumstances permitting, your Directors are pleased to recommend a dividend of 40% (Rs.4.0 per share), as compared to 20% ( Rs.2.0 per share) in the previous year.

4. FINANCE

The liquidity position of the Company remained satisfactory. Canara Bank and State Bank of India extended their full co-operation to the Company.

5. SCIENTIFIC RESEARCH

The Research & Development section of the company remained busy in developing suitable grades of Grinding Media for Mining application. Inspite of tough competition, the company has improved its market share globally by introducing special grades of grinding media for specific applications.

6. EMPLOYEE RELATIONS

The relationship with the employees remained cordial.

The previous Wage Agreement has ended on 31st December, 2011 and the new Agreement is under negotiation. An amicable settlement is likely to be reached soon.

7. DIRECTORS:

Messrs Rajendra S. Shah, Sanjay Shailesh Majmudar and Bhadresh K. Shah retire by rotation and are eligible for re-appointment.

8. AUDITORS:

Messrs Dagliya & Company, Chartered Accountants, retire at this Annual General Meeting and are eligible for re-appointment.

9. COST AUDITORS:

In compliance with the Ministry of Corporate Affairs' order No. 52/26/CAB-2010 dated 3rd May 2011, the Board of Directors of the Company on the approval of the Central Government, has appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as the Cost Auditors of the Company to audit the Cost Accounting Records of the Company for the Financial Year 2011 -2012.

The first Cost Audit Report for the Financial Year 2011-12 will be submitted to Central Government on or before 27th September 2012.

10. DEPOSITS:

The Company has not accepted any deposit from the public during the year under review, within the meaning of Section 58Aof the Companies Act, 1956.

11. INTERNAL CONTROL AND AUDIT:

Company has a proper and adequate system of Internal Control commensurate with its size and the nature of its operations to ensure that all assets are safeguarded and protected against loss from un-authorised use or disposition and those transactions are authorised, recorded and reported correctly.

During the year under review, Internal Audit of the Company has been carried out by M/s. Rajesh Dudhara & Co., Chartered Accountants, Ahmedabad.

12. 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:

i) That in the preparation of the accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis.

13. COMPLIANCE CERTIFICATE:

Pursuant to Section 383 A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules 2001, Compliance Certificate from Mr. Manjunath Reddy, Practicing Company Secretaries for the year ended 31st March 2012 is attached as Annexure II to this Directors' Report.

14. GENERAL:

i. Information required under section 217(2-A) of the Companies Act of 1956:-

Number of employees employed by the Company during the financial year under review drawing a remuneration in aggregate of not less than Rs. Sixty Lakhs per annum or Rs. Five Lakhs per month "NIL

ii. Particulars as required under listing agreement Clause 49 are furnished as Annexure-l to this report and form a part thereof.

iii. Certificate from a Company Secretary under proviso to section 383A of the Companies Act is attached as Annexure II to this report.

iv. The relevant notes on the accounts and accounting policy contained elsewhere in this Annual Report are self- explanatory with regard to the observations of the Auditors.

Place : Bangalore For and on behalf of the Board of Directors

Date : 15-05-2012 VINOD NARAIN

Chairman

---

Mar 31, 2011

Dear Members,

The Directors present the Thirty-Ninth Annual Report together with Audited Accounts of the Company for the year ended 31 st March 2011.

FINANCIAL RESULTS

Rs in Lakhs

PARTICULARS 2010-11 2009-10

Gross Income 21819.11 14705.15

Less: Excise duty 1694.61 1009.98

Net Income 20124.50 13695.17

Profit before Interest and Depreciation 720,93 661.63

Less: Interest 62.83 63.60

Profit before Depreciation 658.10 598.03

Depreciation for the year

(Net of withdrawal from revaluation reserve)290.43 362.75

Profit after Interest and Depreciation, 367.67 235.28

Provision for tax 100.91 112.43

Profit for the year 266.76 122.85

Taxation adjustments of earlier year - 4.40

Prior period adjustments 0.34 0.19

Total 266.42 127.44

Balance profit for earlier years 1763.11 1675.55

Profit available for appropriation 2029.53 1802.99

Transfer to General Reserve 25.00 25.00

Dividend on equity shares 12.76 12.76

Tax on proposed dividend 2.09 2.12

Balance to be carried forward a sum of 1989.68 1763.11

Earnings per equity share of Rs. 10/-each 41.75 19.97

PERFORMANCE HIGHLIGHTS

The members would be glad to note that the Company has shown appreciable all-round improvement in production, sales, turnover and profit during the year under review. The comparative charts, given hereunder, highlight the impressive performance.

1. PRODUCTION

During the year under review the Company produced 38,241 tons of Grinding Media as compared to 29,865 tons in the previous year, an increase of 28%.

2. SALES & PROSPECTS

The Company sold 38,379 tons of Grinding Media during the year under review as against 29,404 tons in the previous year. The sales revenue was higher at Rs.20,124 lakhs as against Rs. 13,695 lakhs in the previous year recording a jump of 47%.The order book for the current year is also quite comfortable.

3. DIVIDEND

Your Directors are pleased to recommend a dividend of 20% (Rs.2.0 per share).

4. FINANCE

The liquidity position of the Company remained satisfactory. Canara Bank and State Bank of India extended their full co-operation to the Company.

5. SCIENTIFIC RESEARCH

The In-House Research & development Section of the Company has continued to focus its attention on innovation, quality improvement, waste elimination and pollution control. With its sustained efforts, new grades of products have been developed for mineral grinding operations which have been well received by the mining industry. The Company's products have now global presence and command a premium for its quality.

6. EMPLOYEE RELATIONS

The relationship with the employees remained cordial.

DIRECTORS

Messrs R.P.Agarwal, D.P.Dhanuka and Pradip R.Shah retire by rotation and are eligible for reappointment.

AUDITORS

Messrs Dagliya & Company, Chartered Accountants, retire at this Annual General Meeting and are eligible for reappointment.

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:

i) That in the preparation of the accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

GENERAL

1. Information required under section 217(2-A) of the Companies Act of 1956: -

Number of employees employed by the Company during the financial year under review drawing a remuneration in aggregate of not less than Rs. Sixty Lakhs per annum or Rs. Five Lakhs per month—NIL

2. Particulars as required under listing agreement Clause 49 are furnished as Annexure-I to this report and form a part thereof.

3. Certificate from a Company Secretary under proviso to section 383A of the Companies Act is attached asAnnexure II to this report.

4. The relevant notes on the accounts and accounting policy contained elsewhere in this Annual Report are self-explanatory with regard to the observations of the Auditors.

Place : Bangalore For and on behalf of the Board of Directors

Date: 05-05-2011 VINOD NARAIN

Chairman

---

Mar 31, 2010

The Directors present the Thirty-Eighth Annual Report together with Audited Accounts of the Company for the year ended 31st March 2010

FINANCIAL RESULTS

Rs in Lakhs

PARTICULARS 2009-10 2008-09

Gross Income 14705.15 20,117.36

Less: Excise duty 1009.98 1154.60

Net Income 13695.17 18962.76

Profit before Interest and Depreciation 661.63 883.93

Less: Interest 63.60 122.32

Profit before Depreciation 598.03 761.61

Depreciation for the year

(Net of withdrawal from revaluation reserve) 362.75 383.03

Profit after Interest and Depreciation 235.28 378.58

Provision for tax 112.43 134.10

Profit for the year 122.85 244.48

Taxation adjustments of earlier year 4.40 (16.27)

Prior period adjustments 0.19 (1.29)

TOTAL 127.44 226.92

Balance profit for earlier years 1675.55 1,488.56

Profit available for appropriation 1802.99 1715.48

Transfer to General Reserve 25.00 25.00

Dividend on equity shares 12.76 12.76

Tax on proposed dividend 2.12 2.17

Balance to be carried forward a sum of 1763.11 1,675.55

Earnings per equity share of Rs. 10/- each. 19.97 35.56

PERFORMANCE HIGHLIGHTS

Your Company continued to face the onslaught of global recession during the year under review. The manufacturing activities had to be scaled down due to constraint in demand. However, there was improvement in the last quarter of the year and normalcy was restored to some extent.

PRODUCTION

During the year under review the Company produced 29,865 tons of Grinding Media as compared to 33,409 tons in the previous year.

SALES & PROSPECTS

The Company sold 29,404 tons of Grinding Media during the year under review as against 34,032 tons in the previous year. The current year looks to be promising with good inflow of export orders. However, the power restrictions imposed by the government from time to time are a big setback in growth of the company. The in-house power generation cost being almost double of BESCOM supply renders it uneconomical for long term utilization.

DIVIDEND

Your Directors are pleased to recommend a dividend of 20% (Rs.2.0 per share).

FINANCE

The liquidity position of the Company remained satisfactory. Canara Bank and State Bank of India extended their full co-operation to the Company.

SCIENTIFIC RESEARCH

The unprecedented recession in the Industry has forced the company to look minutely into every element of cost and evolve methods to eliminate all wastages. At the same time, quality and innovation have been given utmost priority to improve its business share in the global market. The R&D section of the company continued to focus its attention in these areas, resulting in development of new chemical compositions for better wear resistance of grinding media and improved processes for cost reduction.

EMPLOYEE RELATIONS

During the financial year an amicable labour settlement was reached valid up to 31 st December, 2011.

DIRECTORS

Messrs Sanjay Shailesh Majmudar, Bhadresh K.Shah and Vinod Narain retire by rotation and are eligible for reappointment.

AUDITORS

Messrs Dagliya & Company, Chartered Accountants, retire at this Annual General Meeting and are eligible for reappointment.

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:

i) That in the preparation of the accounts for the financial year ended 31s March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

GENERAL

1. Information required under section 217(2-A) of the Companies Act of 1956: -

Number of employees employed by the Company during the financial year under review drawing a remuneration in aggregate of not less than Rs. Twenty Four Lakhs per annum or Rs.Two Lakhs per month—NIL

2. Particulars as required under listing agreement Clause 49 is furnished as Annexure-I to this report and form a part thereof.

3. Certificate from a Company Secretary under proviso to section 383A of the Companies Act is attached as Annexure II to this report.

4. The relevant notes on the accounts and accounting policy contained elsewhere in this Annual Report are self-explanatory with regard to the observations of the Auditors.

Place : Bangalore For and on behalf of the Board of Directors

Date : 20-05-2010 VINOD NARAIN

Chairman