SHREE PRECOATED STEELS LIMITED · SHRI CHHOTALAL S. AJMERA 24th March, 2012 . 1 SHRI CHHOTALAL S. AJMERA Founder - Chairman & Managing Director 27th September,1937- 24th March, 2012

SHREE PRECOATED STEELS LIMITED

ANNUAL REPORT 2011-2012

4th

1

SHRI CHHOTALAL S. AJMERAFounder - Chairman & Managing Director

th th27 September,1937- 24 March, 2012

OBITUARY

It is with deep sorrow that we mourn the sad demise of our chairman , who left for his

heavenly abode on . As the chairman of your company he contributed immensely towards building a strong

foundation for the company, and ensured the company's ability to maximize returns for its stakeholders.

SHRI CHHOTALAL S. AJMERAth24 March, 2012

26

S H R E E P R E C O A T E D S T E E L S L I M I T E D

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The Ministry of Corporate Affairs (MCA), Government of India has taken a ‘Green Initiative in the Corporate Governance’ by allowing paperless compliances by companies, after considering the relevant sections of the Information Technology Act, 2000, for legal validity of compliances under the Companies Act, 1956 (‘the Act’) through electronic mode. The MCA has vide its Circular Nos. 17/2011 dated 21st April, 2011 and 18/2011 dated 29th April, 2011, provided that a company would have to complied with Section 53 of the Act, if the service of the documents has been made through electronic mode, provided the company has obtained the email address of its members for sending the notice / documents through email by giving an advance opportunity to every member to register his / her email address and changes therein from time to time with the company. In cases where any member has not registered his / her email address with the company, the service of documents, etc. will be effected by other service as provided in Section 53 of the Act.

In light of the above, those members, who desire to receive notice / documents including Annual Reports through e-mail, are requested to communicate their e-mail ID and changes thereto from time to time to their Depository Participant / Company’s Share Registrars and Transfer Agents, Sharex Dynamic (India) Pvt. Ltd. for receipt of notice/ documents including Annual Reports through e-mail.

Go Green

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Save Trees

Page No.

Corporate Information ..............................................................................04

Notice .......................................................................................................05

Directors' Report to the Members.............................................................13

Management Discussion Analysis Report ................................................14

Corporate Governance Report .................................................................17

Auditors' Report........................................................................................27

Balance Sheet ..........................................................................................30

Statements of Profit and Loss ..................................................................31

Cash Flow Statements .............................................................................32

Notes to Financial Statements ................................................................33

Note for Shareholders ..............................................................................50

Attendance Slip ........................................................................................51

Proxy Form...............................................................................................53

CONTENTS

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BOARD OF DIRECTORS

Late Shri Chhotalal S Ajmera* Chairman & Managing DirectorShri Rajnikant S Ajmera** Managing DirectorShri Ishwarlal S Ajmera*** DirectorShri Sanjay C Ajmera# Managing DirectorShri Dhaval R Ajmera# Director-Operations & MarketingShri Jagdish J Doshi DirectorShri Ambalal C Patel DirectorShri Nilesh Sarvaiya Director

COMPLIANCE OFFICER

Mr. Harish Taparia

BANKERS

Dena BankAxis Bank Ltd.

AUDITORS

M/s. V. Parekh & AssociatesChartered Accountants37, Hamam Street, 2nd Floor, Fort,Mumbai - 400 001.

SOLICITORS

M/s. K. Ashar & Company

REGISTERED OFFICE

REGISTRAR & SHARE TRANSFER AGENT

Sharex Dynamic (India) Pvt Limited,Branch Office : Unit 1, Luthra Industrial PremisesAndheri Kurla Road, Safed Pool, Sakinaka,Andheri (E), Mumbai - 400 072.

CORPORATE INFORMATION

* Ceased to be Chairman and Managing Director w.e.f. 24th March 2012 on account of his sad demise.

** Resigned w.e.f. 24th April 2012.

***Change in Designation from Director to Chairman & Managing Director w.e.f. 24th April, 2012.

# Appointed w.e.f. 24th April 2012.

ndRehman Building, 2 Flr. Mezzanine,24 Veer Nriman Road, Fort, Mumbai-400 [email protected]

FOURTH ANNUAL GENERAL MEETING

Date : 28th September, 2012

Day : Friday

Time :

Place : Esquire Hall, The Classique Club,

Raheja Classique, Andheri Link Rd,

Andheri (West), Mumbai - 400 053.

Book Closure : Saturday, 22nd September, 2012 to

Friday 28th, September, 2012

(Both days inclusive)

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Notice

NOTICE is hereby given that the Fourth Annual General Meeting of the Shareholders of Shree Precoated Steels Limited will be held on Friday, September 28th, 2012 at .M. at Esquire Hall, The Classique Club, Raheja Classique, Andheri Link Rd, Andheri (West), Mumbai - 400 053. to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2012 and the Profit and Loss Account ended on that date and the Report of Auditors’ and Directors’ thereon.

2. To appoint a Director in place of Shri Ambalal C Patel, who retires by rotation and being eligible, offers himself for reappointment.

3. To appoint a Director in place of Shri Jagdish Doshi, who retires by rotation and being eligible, offers himself for reappointment.

4. To appoint Auditors and to fix their remuneration and in this regard to consider and, if thought fit, to pass with or without modification(s), the following resolution, which will be proposed as an Ordinary Resolution:-

“RESOLVED THAT M/s. V Parekh & Associates, Chartered Accountants, Mumbai, be and are hereby appointed as the Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on such remuneration to be decided by the Board in addition to out of expenses as may be incurred by them during the course of the Audit.”

SPECIAL BUSINESS:

5. Appointment & Remuneration of Shri Ishwarlal S. Ajmera as Chairman & Managing Director

To consider and, if thought fit, to pass the following Resolution, with or without modification, as Special Resolution:-

“RESOLVED THAT in accordance with the provisions of Sections 198, 269,310, 314 and other applicable provisions, if any, read with Schedule XIII to the Companies Act, 1956 (including any statutory modification or re-enactment thereof, for the time being in force), and subject to the approval of the Central Government, if necessary, the Company hereby approves of the appointment of Shri Ishwarlal S. Ajmera as Chairman & Managing Director of the Company for the period of five years with effect from 24th April 2012, on the terms and conditions and remuneration payable to him w.e.f. 1st May, 2012 as set out in the draft Agreement submitted to this Meeting and for the purpose of identification initialed by a Director, which is specifically sanctioned with liberty to the Board of Directors (hereinafter referred to as “the Board”, which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to alter and vary the terms and conditions of the said remuneration and/or draft Agreement so as not to exceed the limits specified in Schedule XIII of the Companies Act, 1956, including any statutory modification or re-enactment thereof, for the time being in force or any amendment thereto in such manner as may be agreed to between the Directors and Shri Ishwarlal S. Ajmera.”

6. Appointment of Shri Sanjay C. Ajmera, as a Additional Director

To consider and, if thought fit, to pass the following Resolution, with or without modification, as an Ordinary Resolution: -

“RESOLVED THAT pursuant to the section 260 of the Companies Act, 1956, read with Article 98 of the Articles of Association of the Company , Shri Sanjay C. Ajmera who was appointed in Board Meeting held on 24th April, 2012 as an Additional Director of the Company ,and holds office until date of the Annual General Meeting, and in respect of whom the Company has received notice from member alongwith the deposit of Rs. 500/- pursuant to section 257 of the Companies Act, 1956, proposing his candidature, be and his hereby appointed as a Director of the Company liable to retire by rotation.”

7. Appointment of Shri Dhaval R Ajmera, as a Additional Director


“RESOLVED THAT pursuant to the section 260 of the Companies Act, 1956, read with Article 98 of the Articles of Association of the Company , Shri Dhaval R Ajmera who was appointed in Board Meeting held on 24th April, 2012 as an Additional Director of the Company ,and holds office until date of the Annual General Meeting, and in respect of whom the Company has received notice from member alongwith the deposit of Rs. 500/- pursuant to section 257 of the Companies Act, 1956, proposing his candidature, be and his hereby appointed as a Director of the Company liable to retire by rotation.”

8. Appointment of Shri Sanjay C Ajmera, as a Managing Director

To consider and, if thought fit, to pass the following Resolution, with or without modification, as an Ordinary Resolution:-

“RESOLVED THAT pursuant to the provisions of Sections 198, 269,309,310,311 and other applicable provisions, if any, of the Companies Act, 1956, read with Schedule XIII to the Companies Act, 1956(including any statutory modification or re-enactment thereof, for the time being in force), subject to the approval of Central Government, if necessary, the Company hereby approves of the appointment of Shri Sanjay C. Ajmera as the Managing Director of the Company, liable to retire by rotation for the period of five years with effect from 24th April,2012, with no

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BOARD OF DIRECTORS

Late Shri Chhotalal S Ajmera* Chairman & Managing DirectorShri Rajnikant S Ajmera** Managing DirectorShri Ishwarlal S Ajmera*** DirectorShri Sanjay C Ajmera# Managing DirectorShri Dhaval R Ajmera# Director-Operations & MarketingShri Jagdish J Doshi DirectorShri Ambalal C Patel DirectorShri Nilesh Sarvaiya Director

COMPLIANCE OFFICER

Mr. Harish Taparia

BANKERS

Dena BankAxis Bank Ltd.

AUDITORS

M/s. V. Parekh & AssociatesChartered Accountants37, Hamam Street, 2nd Floor, Fort,Mumbai - 400 001.

SOLICITORS

M/s. K. Ashar & Company

REGISTERED OFFICE

REGISTRAR & SHARE TRANSFER AGENT

Sharex Dynamic (India) Pvt Limited,Branch Office : Unit 1, Luthra Industrial PremisesAndheri Kurla Road, Safed Pool, Sakinaka,Andheri (E), Mumbai - 400 072.

CORPORATE INFORMATION

* Ceased to be Chairman and Managing Director w.e.f. 24th March 2012 on account of his sad demise.

** Resigned w.e.f. 24th April 2012.

***Change in Designation from Director to Chairman & Managing Director w.e.f. 24th April, 2012.

# Appointed w.e.f. 24th April 2012.

ndRehman Building, 2 Flr. Mezzanine,24 Veer Nriman Road, Fort, Mumbai-400 [email protected]

FOURTH ANNUAL GENERAL MEETING

Date : 28th September, 2012

Day : Friday

Time :

Place : Esquire Hall, The Classique Club,

Raheja Classique, Andheri Link Rd,

Andheri (West), Mumbai - 400 053.

Book Closure : Saturday, 22nd September, 2012 to

Friday 28th, September, 2012

(Both days inclusive)

05.00 P.M

4


Corp

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N O T I C E

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Notice

NOTICE is hereby given that the Fourth Annual General Meeting of the Shareholders of Shree Precoated Steels Limited will be held on Friday, September 28th, 2012 at .M. at Esquire Hall, The Classique Club, Raheja Classique, Andheri Link Rd, Andheri (West), Mumbai - 400 053. to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2012 and the Profit and Loss Account ended on that date and the Report of Auditors’ and Directors’ thereon.

2. To appoint a Director in place of Shri Ambalal C Patel, who retires by rotation and being eligible, offers himself for reappointment.

3. To appoint a Director in place of Shri Jagdish Doshi, who retires by rotation and being eligible, offers himself for reappointment.

4. To appoint Auditors and to fix their remuneration and in this regard to consider and, if thought fit, to pass with or without modification(s), the following resolution, which will be proposed as an Ordinary Resolution:-

“RESOLVED THAT M/s. V Parekh & Associates, Chartered Accountants, Mumbai, be and are hereby appointed as the Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on such remuneration to be decided by the Board in addition to out of expenses as may be incurred by them during the course of the Audit.”

SPECIAL BUSINESS:

5. Appointment & Remuneration of Shri Ishwarlal S. Ajmera as Chairman & Managing Director

To consider and, if thought fit, to pass the following Resolution, with or without modification, as Special Resolution:-

“RESOLVED THAT in accordance with the provisions of Sections 198, 269,310, 314 and other applicable provisions, if any, read with Schedule XIII to the Companies Act, 1956 (including any statutory modification or re-enactment thereof, for the time being in force), and subject to the approval of the Central Government, if necessary, the Company hereby approves of the appointment of Shri Ishwarlal S. Ajmera as Chairman & Managing Director of the Company for the period of five years with effect from 24th April 2012, on the terms and conditions and remuneration payable to him w.e.f. 1st May, 2012 as set out in the draft Agreement submitted to this Meeting and for the purpose of identification initialed by a Director, which is specifically sanctioned with liberty to the Board of Directors (hereinafter referred to as “the Board”, which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to alter and vary the terms and conditions of the said remuneration and/or draft Agreement so as not to exceed the limits specified in Schedule XIII of the Companies Act, 1956, including any statutory modification or re-enactment thereof, for the time being in force or any amendment thereto in such manner as may be agreed to between the Directors and Shri Ishwarlal S. Ajmera.”

6. Appointment of Shri Sanjay C. Ajmera, as a Additional Director


“RESOLVED THAT pursuant to the section 260 of the Companies Act, 1956, read with Article 98 of the Articles of Association of the Company , Shri Sanjay C. Ajmera who was appointed in Board Meeting held on 24th April, 2012 as an Additional Director of the Company ,and holds office until date of the Annual General Meeting, and in respect of whom the Company has received notice from member alongwith the deposit of Rs. 500/- pursuant to section 257 of the Companies Act, 1956, proposing his candidature, be and his hereby appointed as a Director of the Company liable to retire by rotation.”

7. Appointment of Shri Dhaval R Ajmera, as a Additional Director


“RESOLVED THAT pursuant to the section 260 of the Companies Act, 1956, read with Article 98 of the Articles of Association of the Company , Shri Dhaval R Ajmera who was appointed in Board Meeting held on 24th April, 2012 as an Additional Director of the Company ,and holds office until date of the Annual General Meeting, and in respect of whom the Company has received notice from member alongwith the deposit of Rs. 500/- pursuant to section 257 of the Companies Act, 1956, proposing his candidature, be and his hereby appointed as a Director of the Company liable to retire by rotation.”

8. Appointment of Shri Sanjay C Ajmera, as a Managing Director


“RESOLVED THAT pursuant to the provisions of Sections 198, 269,309,310,311 and other applicable provisions, if any, of the Companies Act, 1956, read with Schedule XIII to the Companies Act, 1956(including any statutory modification or re-enactment thereof, for the time being in force), subject to the approval of Central Government, if necessary, the Company hereby approves of the appointment of Shri Sanjay C. Ajmera as the Managing Director of the Company, liable to retire by rotation for the period of five years with effect from 24th April,2012, with no

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remuneration payable to him.

RESOLVED FURTHER THAT any one of the Directors or the Company Secretary of the Company be and is hereby authorized to do all necessary acts, deeds and things, which may be usual, expedient or proper to give effect to the above resolution.”

9. Appointment & Remuneration of Shri Dhaval R. Ajmera, Director - Operations & Marketing


“RESOLVED THAT in accordance with the provisions of Sections 198, 269,310, 314 and other applicable provisions, if any, read with Schedule XIII to the Companies Act, 1956 (including any statutory modification or re-enactment thereof, for the time being in force), and subject to the approval of the Central Government, if necessary, the Company hereby approves of the appointment of Shri Dhaval R. Ajmera as Director - Operations & Marketing (hereinafter referred to as the Director) of the Company for the period of five years with effect from 24th April, 2012, on the terms and conditions and remuneration payable to him w.e.f. 1st May, 2012 as set out in the draft Agreement submitted to this Meeting and for the purpose of identification initialed by a Director, which is specifically sanctioned with liberty to the Board of Directors (hereinafter referred to as “the Board”, which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to alter and vary the terms and conditions of the said remuneration and/or draft Agreement so as not to exceed the limits specified in Schedule XIII of the Companies Act, 1956, including any statutory modification or re-enactment thereof, for the time being in force or any amendment thereto in such manner as may be agreed to between the Directors and Shri Dhaval R. Ajmera.”

By Order of the Board of DirectorsFor SHREE PRECOATED STEELS LTD.

Place : Mumbai Ishwarlal S. AjmeraDate :30th July, 2012 Chairman & Managing Director

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

Notic

eNOTE:

I.

TO ATTEND AND VOTE INSTEAD OF HIMSELF OR HERSELF AND SUCH PROXY NEED NOT BE A

MEMBER. PROXIES IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED BY THE COMPANY NOT LESS

THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

II. Corporate Members intending to send their authorized representatives to attend the meeting are requested to

send a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf

at the Meeting.

III. The Register of Members and Share Transfer Books of the Company will remain closed for Seven days from

the 22nd September, 2012 to the 28th September, 2012 (both days inclusive).

IV. The relative Explanatory Statements pursuant to Section 173 of the Companies Act, 1956 in respect of

business under Item No 5 to 9 as set out above and details under clause 49 of the Listing Agreement with the

Stock Exchanges in respect of the Directors seeking appointment/re-appointment at the Annual General

Meeting are annexed hereto.

V. All documents referred to in the accompanying Notice and the Explanatory Statements is open for inspection

at the Registered Office of the Company during the office hours on all working days except Sundays between

11.00 a. m. and 1.00 p. m., up to the date of the ensuing Annual General Meeting.

VI. Members are informed that in case of joint holders attending the Meeting, only such joint holder who is higher in

order of the names will be entitled to vote.

VII. Members are requested:

a to notify any change in their addresses to their Depository Participants (DPs) in respect of their electronic

share accounts quoting Client ID no. and to the Sharex Dynamics (India) Private Limited – Registrar and

Transfer Agent (RTA) or to the Company in respect of their physical shares quoting their folio numbers;

b to write to RTA to enable them to consolidate their holdings in one folio, who are not opting for depository

and are holding Shares in identical order of names in more than one folio;

c to write to the Company at an early date so as to enable the Management to keep information ready, who

are desiring any information as regard to accounts,.

d to bring their Client ID and DP ID numbers for easy identification of attendance at the Meeting, who hold

Shares in dematerialized form;

e to bring their copies of the Annual Reports to the Meeting.

VIII. In terms of Section 109A of the Companies Act, 1956, the Share holder(s) of the Company may nominate a

person on whom the Shares held by him/them shall vest in the event of his/their death. Shareholder(s)

desirous of availing this facility may submit nomination in Form 2B.

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY

By Order of the Board of Directors

For SHREE PRECOATED STEELS LTD.

Place : Mumbai Ishwarlal S. Ajmera

Date :30th July, 2012 Chairman & Managing Director

Registered Office:

Rehman Building, 2nd Floor Mezzanine,

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

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Notice

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remuneration payable to him.

RESOLVED FURTHER THAT any one of the Directors or the Company Secretary of the Company be and is hereby authorized to do all necessary acts, deeds and things, which may be usual, expedient or proper to give effect to the above resolution.”

9. Appointment & Remuneration of Shri Dhaval R. Ajmera, Director - Operations & Marketing


“RESOLVED THAT in accordance with the provisions of Sections 198, 269,310, 314 and other applicable provisions, if any, read with Schedule XIII to the Companies Act, 1956 (including any statutory modification or re-enactment thereof, for the time being in force), and subject to the approval of the Central Government, if necessary, the Company hereby approves of the appointment of Shri Dhaval R. Ajmera as Director - Operations & Marketing (hereinafter referred to as the Director) of the Company for the period of five years with effect from 24th April, 2012, on the terms and conditions and remuneration payable to him w.e.f. 1st May, 2012 as set out in the draft Agreement submitted to this Meeting and for the purpose of identification initialed by a Director, which is specifically sanctioned with liberty to the Board of Directors (hereinafter referred to as “the Board”, which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to alter and vary the terms and conditions of the said remuneration and/or draft Agreement so as not to exceed the limits specified in Schedule XIII of the Companies Act, 1956, including any statutory modification or re-enactment thereof, for the time being in force or any amendment thereto in such manner as may be agreed to between the Directors and Shri Dhaval R. Ajmera.”

By Order of the Board of DirectorsFor SHREE PRECOATED STEELS LTD.

Place : Mumbai Ishwarlal S. AjmeraDate :30th July, 2012 Chairman & Managing Director

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

Notic

e

NOTE:

I.

TO ATTEND AND VOTE INSTEAD OF HIMSELF OR HERSELF AND SUCH PROXY NEED NOT BE A

MEMBER. PROXIES IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED BY THE COMPANY NOT LESS

THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

II. Corporate Members intending to send their authorized representatives to attend the meeting are requested to

send a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf

at the Meeting.

III. The Register of Members and Share Transfer Books of the Company will remain closed for Seven days from

the 22nd September, 2012 to the 28th September, 2012 (both days inclusive).

IV. The relative Explanatory Statements pursuant to Section 173 of the Companies Act, 1956 in respect of

business under Item No 5 to 9 as set out above and details under clause 49 of the Listing Agreement with the

Stock Exchanges in respect of the Directors seeking appointment/re-appointment at the Annual General

Meeting are annexed hereto.

V. All documents referred to in the accompanying Notice and the Explanatory Statements is open for inspection

at the Registered Office of the Company during the office hours on all working days except Sundays between

11.00 a. m. and 1.00 p. m., up to the date of the ensuing Annual General Meeting.

VI. Members are informed that in case of joint holders attending the Meeting, only such joint holder who is higher in

order of the names will be entitled to vote.

VII. Members are requested:

a to notify any change in their addresses to their Depository Participants (DPs) in respect of their electronic

share accounts quoting Client ID no. and to the Sharex Dynamics (India) Private Limited – Registrar and

Transfer Agent (RTA) or to the Company in respect of their physical shares quoting their folio numbers;

b to write to RTA to enable them to consolidate their holdings in one folio, who are not opting for depository

and are holding Shares in identical order of names in more than one folio;

c to write to the Company at an early date so as to enable the Management to keep information ready, who

are desiring any information as regard to accounts,.

d to bring their Client ID and DP ID numbers for easy identification of attendance at the Meeting, who hold

Shares in dematerialized form;

e to bring their copies of the Annual Reports to the Meeting.

VIII. In terms of Section 109A of the Companies Act, 1956, the Share holder(s) of the Company may nominate a

person on whom the Shares held by him/them shall vest in the event of his/their death. Shareholder(s)

desirous of availing this facility may submit nomination in Form 2B.

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY





Registered Office:



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INFORMATION REQUIRED TO BE FURNISHED UNDER THE LISTING AGREEMENT

As required under the Listing agreement, the particulars of Director who are proposed to be appointed / re-appointed are given below:

Name Shri Sanjay C. Ajmera

Date of Birth 20th November, 1966

Date of Appointment / Period 24th April, 2012 - 23rd April, 2017

Expertise in specific functional area Industrialist having more than 25 years over all experience in

Management.

Qualifications MBA

Listed / Unlisted Public Companies in which Ajmera Realty & Infra India Limited

outside Directorship held

as on 30th July, 2012

Chairman / Member of the Committees of Rushabh Investment Private Limited-Chairman

the Board of the other Companies on which

he is a Director as on 30th July, 2012

Name Shri Dhaval R Ajmera

Date of Birth 22nd August, 1980

Date of Appointment / Period 24th April, 2012 - 23rd April, 2017

Qualifications MBA- Finance from Cardiff University

Listed / Unlisted Public Companies in Prayosha Financing & Construction Co. Ltd.

which outside Directorship held Ajmera Biofuel Limited

as on 30th July 2012

Chairman / Member of the Committees of NIL


he is a Director as on 30th July 2012

Name Shri Ambalal C. Patel

Date of Birth 01st April, 1944

Date of Appointment / Period 30th April, 2009

Expertise in specific functional area More than 40 years of vast experience in metallurgy, finance &

Management

Qualifications Bachelor of Engineering (Metallurgy)

Listed / Unlisted Public Companies in I Jindal Hotels Ltd.

which outside Directorship held Ii Vishal Malleable Ltd.

as on 30th July 2012 Iii Laffans Petrochemical Ltd.

Iv Circuit System (India) Ltd.

V Nandam Exim Ltd.

Vi Sumeru Industries Limited

vii SAL Steels Ltd.

Viii Chiripal Industries Ltd.

Ix CSL Nova Petro Chemicals Limited.

X Ajmera Realty & Infra India Ltd.

Xi Karnavati Hospitals Limited

Expertise in specific functional area Industrialist having 7 years over all experience in Marketing

& Development

Notic

e

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Notice

EXPLANATORY STATEMENT

As required by Section 173 (2) of the Companies Act, 1956, the following Explanatory Statements set out all material

facts relating to the business under Item Nos. 5 & 9 of the accompanying Notice dated 30th July, 2012.

ITEM 5

a The terms of appointment of Chairman & Managing Director (CMD) were determined by mutual consent with effect

from 24th April 2012. The Board of Directors of the Company, at the Board Meeting held on 24th April 2012, subject to

the approval of the Members at the ensuing Annual General Meeting, appointed Shri Ishwarlal S.Ajmera (CMD)for a

period of five years with effect from 24th April, 2012.

b Accordingly, the Remuneration Committee of the Company as well as the Board of Directors have at their respective

Meetings approved the appointment of CMD of the Company for a period of five years effective from 24th April, 2012.

c On recommendation ,the Remuneration Committee approved the remuneration of Mr.Ishwarlal S. Ajmera, Chairman

& Managing Director at a remuneration with effect from 1st May, 2012, as given below details:-

I REMUNERATION :

1. BASIC SALARY & DEARNESS ALLOWANCE:

CMD – Rs. 70,000/- per month in the scale of Rs.70,000/- Rs.1,90,000/- per month.

With such increments as may be decided by the Board of Directors (which includes any Committee thereof)

from time to time.

2. PERQUISITES & ALLOWANCES:

(i) Perquisites will be allowed in addition to salary and commission and will include accommodation

(furnished or otherwise) or house rent allowance together with reimbursement of expenses or

allowance for utilities such as gas, electricity, water, furnishings and repairs and all other expenses

for the upkeep and maintenance thereof; medical reimbursement on actual basis for self and family

members (which shall include spouse, dependent children), reimbursement of leave travel

concession for self and family as aforesaid, club fees (other than initial Registration / admission Fees

and subject to a maximum of two Clubs), medical / personal accident insurance cover as per the

Company’s service Rules, and such other perquisites and allowances in accordance with the rules

of the Company or as may be agreed to by the Board of Directors and, CMD , such perquisites and

allowances will, however, be subject to a maximum of 40% of his annual salary.

Chairman / Member of the Committees of



Name Shri Jagdish J Doshi

Date of Birth

Date of Appointment / Period

Expertise in specific functional area

Qualifications

Listed / Unlisted Public Companies in

which outside Directorship held

as on 30th July 2012

Chairman / Member of the Committees of Chairman of Audit

the Board of the other Companies on which Committee and Share Grievance Committee


Ajmera Realty & Infra India Ltd.- Member of Audit Committee

26th February, 1931

30th April, 2009

Involved in the development of Steel Industry for more than

five decades.

M. S. (Illinois), D. I. C. (London), B. E. (Hons.) Bombay,

P. Eng. (Ontario, Canada), Consulting Engineer.

Super Stainless and Hi Alloys Limited

Four Seasons Marine & Air Services Limited

Co-Nick Alloys (India) Limited

Makmore Investment and Finance Company Private Limited

Ajmera Realty & Infra India Limited -

10


(ii) For the purpose of calculating the above ceiling, perquisites and allowances shall be evaluated as

per the Income-tax Rules, wherever applicable. In the absence of any such Rules, perquisites and

allowances shall be evaluated at actual cost.

(iii) Benefits under the Provident Fund Scheme, the Company’s Pension/Super Annuation Fund

Scheme in accordance with the Company’s rules and regulations in force from time to time shall not

be included in the computation of the ceiling on perquisites to the extent these either singly or put

together are not taxable, under the Income-tax Act, 1961. Gratuity payable as per the rules of the

tenure shall not be included in the computation of limits for the remuneration as aforesaid.

(iv) Provision for use of the Company’s Car for official duties and telephone at residence (including

payments for local calls and long distance calls) shall be not be included in the computation of

perquisites for the purpose of calculating the said ceiling.

II . COMMISSION

Such remuneration by way of commission, in addition to the salary and perquisites and allowances payable

to CMD, calculated with reference to the net profits of the Company at the end of each financial year subject

to the overall ceilings stipulated in Sections 198 and 309 of the Act.

III. MINIMUM REMUNERATIONS:

Notwithstanding anything contained herein, where in any financial year, the Company has no profits or its

profits are inadequate, the Company will pay remuneration to CMD by way of salary, perquisites and

allowances as specified above within the limits prescribed under Schedule XIII of the Act.

IV The aforesaid appointment of the CMD may be terminated by either party by giving three months’ prior notice

of termination in writing to the other party.

V If at any time, the above Director ceases to be a Director of the Company, he shall cease to be the Executive

Director.

VI The terms and conditions of the said appointment may be altered and varied from time to time by the Board,

as it may, in its discretion deem fit, so as not to exceed the limits specified in Schedule XIII to the Act or any

amendments made hereinafter in that regard.

VII Shri Ishwarlal S. Ajmera is concerned or interested in this Resolution of the Notice which pertains to his

appointment and remuneration payable to him.

VIII In accordance with the provisions of Section 309 and other applicable provisions, if any, of the Companies

Act, 1956, the terms of remuneration of the aforesaid Director of the Company, is now placed before the

members in General Meeting for their approval.

IX Your Directors, therefore, recommend this resolution of the Notice for acceptance by the members.

X This may be treated as an abstract of the terms of appointment between the Company and Shri Ishwarlal S.

Ajmera, pursuant to Section 302 of the Companies, Act, 1956.

None of the Directors of the Company except Mr.Ishwarlal S.Ajmera are in any way, concerned or interested in the said

resolution.

ITEM NO. 6 & 7

Mr.Sanjay C.Ajmera and Mr.Dhaval R. Ajmera ,were appointed at the meeting of the Board of Directors held on

24th April,2012 as an additional Director of the Company liable to retire by rotation. Pursuant to the provisions of

Section 260 of the Companies Act, 1956, Mr.Sanjay C.Ajmera and Mr.Dhaval R. Ajmera holds office upto the

date of the Annual General Meeting.

Pursuant to Section 257 of the Companies Act, 1956, a notice has been received from a Member signifying his

intention to propose the appointment of Mr.Sanjay C.Ajmera and Mr.Dhaval R. Ajmera as a Director of the

Company at the ensuing Annual General Meeting along with a deposit of Rs. 500/- each. Hence, necessary

resolutions are placed before the Meeting for Member’s approval.

None of the Directors of the Company except Mr.Sanjay C.Ajmera and Mr.Dhaval R. Ajmera are in any way,

concerned or interested in the said resolution.

Your Directors recommend passing of this resolution.

Notic

e

11

4 t h A N N U A L R E P O R T - 2 0 1 1 - 1 2

Notice

ITEM No.8

1 At the Board of Directors Meeting held on 24th April,2012, Shri Sanjay C. Ajmera was appointed as the Managing

Director (hereinafter referred to as “MD” )of the Company for a period of five years with effect from 24th

April,2012 to 23rd April, 2017, with no remuneration payable to him.

2 Your Directors, therefore, recommends this resolution for acceptance by the members.

3 None of the Directors except Shri Sanjay C.Ajmera are concerned or interested in the said resolution of the

Notice

ITEM No.9

a The terms of appointment of Mr.Dhaval R.Ajmera was determined by mutual consent with effect from 24th April

2012. The Board of Directors of the Company, at the Board Meeting held on 24th April, 2012, subject to the

approval of the Members at the ensuing Annual General Meeting, appointed Mr. Dhaval R. Ajmera for a period of

five years with effect from 24th April, 2012.

b The Remuneration Committee of the Company as well as the Board of Directors have at their respective

Meetings approved the appointment of Director - Operations and Marketing of the Company for a period of five

years effective from 24th April 2012 at the remuneration of Rs. 1,20,000/- in the scale of Rs.1,20,000/- p.m to

Rs.2,50,000/- p.m payable to him w.e.f. 1st May, 2012 . With such increments as may be decided by the Board of

Directors (which includes any Committee thereof) from time to time.

c ) PERQUISITES & ALLOWANCES:

(i) Perquisites will be allowed in addition to salary and commission and will include accommodation (furnished or

otherwise) or house rent allowance together with reimbursement of expenses or allowance for utilities such as

gas, electricity, water, furnishings and repairs and all other expenses for the upkeep and maintenance thereof;

medical reimbursement on actual basis for self and family members (which shall include spouse, dependent

children), reimbursement of leave travel concession for self and family as aforesaid, club fees (other than initial

Registration / admission Fees and subject to a maximum of two Clubs), medical / personal accident insurance

cover as per the Company’s service Rules, and such other perquisites and allowances in accordance with the

rules of the Company or as may be agreed to by the Board of Directors and, Director Operations and Marketing,

such perquisites and allowances will, however, be subject to a maximum of 33.33%,of annual salary.

(ii) For the purpose of calculating the above ceiling, perquisites and allowances shall be evaluated as per the

Income-tax Rules, wherever applicable. In the absence of any such Rules, perquisites and allowances shall be

evaluated at actual cost.

(iii)Benefits under the Provident Fund Scheme, the Company’s Pension/Super Annuation Fund Scheme in

accordance with the Company’s rules and regulations in force from time to time shall not be included in the

computation of the ceiling on perquisites to the extent these either singly or put together are not taxable, under

the Income-tax Act, 1961. Gratuity payable as per the rules of the tenure shall not be included in the computation

of limits for the remuneration as aforesaid.

(iv)Provision for use of the Company’s Car for official duties and telephone at residence (including payments for

local calls and long distance calls) shall be not be included in the computation of perquisites for the purpose of

calculating the said ceiling.

d ) COMMISSION

Such remuneration by way of commission, in addition to the salary and perquisites and allowances payable shall

be calculated with reference to the net profits of the Company at the end of each financial year subject to the

overall ceilings stipulated in Sections 198 and 309 of the Act.

e ) MINIMUM REMUNERATIONS:

Notwithstanding anything contained herein, where in any financial year, the Company has no profits or its profits

are inadequate, the Company will pay remuneration to Director Operations and Marketing by way of salary,

perquisites and allowances as specified above within the limits prescribed under Schedule XIII of the Act.

1. The aforesaid appointment of the Director Operations and Marketing may be terminated by either party by giving

three months’ prior notice of termination in writing to the other party.

2. The terms and conditions of the said appointments may be altered and varied from time to time by the Board, as it

may, in its discretion deem fit, so as not to exceed the limits specified in Schedule XIII to the Act or any

12


Notic

eamendments made hereinafter in that regard.

3. Shri Dhaval R. Ajmera is concerned or interested in this Resolution of the Notice which pertains to his


4. In accordance with the provisions of Section 309 and other applicable provisions, if any, of the Companies Act,

1956, the terms of remuneration of the aforesaid Director of the Company, are now placed before the members in

General Meeting for their approval.

5. Your Directors, therefore, recommend the Resolution at Item No 9 of the Notice for acceptance by the members.

6. This may be treated as an abstract of the terms of appointment between the Company and Shri Dhaval R.


None of the Directors of the Company except Mr. Dhaval R. Ajmera, are, in any way, concerned or interested in the said

resolution.





Registered Office:



13

4 t h A N N U A L R E P O R T - 2 0 1 1 - 1 2

To,The Members,

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

(Rs. in Lacs)FINANCIAL HIGHLIGHTS:

For Year

ended on months ended on

31st March, 2012 31st March, 2011

Gross Turnover/Revenue 305.26 15994.34

Profit before interest, Depreciation & Taxation 237.49 1068.78

Less: Interest 0.07 930.01

Profit/(Loss) before Depreciation & Taxation 237.42 138.77

Less: Depreciation 11.01 422.58

Profit/(Loss) before Taxation 226.41 (283.81)

Provision for Taxation - 2327.79

Net Profit/ (Loss) 226.41 (2611.60)

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

Balance available for appropriation NA NA

Appropriations

Transfer to General Reserve - -

Proposed Dividend on Equity Shares - -

Dividend Distribution Tax - -

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

For Period of Eighteen

BUSINESS RESULTS :

During the year under review, the Sales/Revenue

Turnover is Rs.305.26 Lacs and the Company

achieved Profit of Rs.226.41 Lacs.

DIVIDEND :

In view of the inadequate profits & carry forward

losses,during the year, your Directors do not

recommend payment of Dividend.

DIRECTORS :

The Board of directors has been broad-based to

comply with the Listing requirements.

The Board of Directors appointed Mr. Sanjay

C.Ajmera and Mr.Dhaval R. Ajmera as additional

Directors at its board meeting held on 24th

April,2012 . They shall hold office until the ensuing

Annual General Meeting. Notice has been received

from a Members under Section 257 of the

Companies Act, 1956 proposing their candidature

DIRECTORS' REPORT TO THE MEMBERS

alongwith a deposit of Rs.500/- each, for

appointment as Director of the Company liable to

retire by rotation.

Mr. Chhotalal S. Ajmera, ceases to be the

Chairman and Managing Director of the Company

w.e.f 24th March,2012 due to his sad demise.

Shri Ishwarlal S.Ajmera , Director of the Company

was appointed as Chairman and Managing

Director of the Company. Shri Sanjay C.Ajmera,

was appointed as Managing Director and Shri

Dhaval R.Ajmera as Director, Operations and

Marketing with effect from 24th April, 2012 .

Shri Ambalal C.Patel and Shri Jagdish Doshi,

Directors retires by rotation at the ensuing Annual

General Meeting and, being eligible, offers

themselves for re-appointment.

The Board recommends these appointments/

reappointments.

Directo

rs' Rep

ort

12


Notic

e

amendments made hereinafter in that regard.

3. Shri Dhaval R. Ajmera is concerned or interested in this Resolution of the Notice which pertains to his


4. In accordance with the provisions of Section 309 and other applicable provisions, if any, of the Companies Act,

1956, the terms of remuneration of the aforesaid Director of the Company, are now placed before the members in

General Meeting for their approval.

5. Your Directors, therefore, recommend the Resolution at Item No 9 of the Notice for acceptance by the members.

6. This may be treated as an abstract of the terms of appointment between the Company and Shri Dhaval R.


None of the Directors of the Company except Mr. Dhaval R. Ajmera, are, in any way, concerned or interested in the said

resolution.





Registered Office:



13

4 t h A N N U A L R E P O R T - 2 0 1 1 - 1 2

To,The Members,

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

(Rs. in Lacs)FINANCIAL HIGHLIGHTS:

For Year

ended on months ended on

31st March, 2012 31st March, 2011

Gross Turnover/Revenue 305.26 15994.34

Profit before interest, Depreciation & Taxation 237.49 1068.78

Less: Interest 0.07 930.01

Profit/(Loss) before Depreciation & Taxation 237.42 138.77

Less: Depreciation 11.01 422.58

Profit/(Loss) before Taxation 226.41 (283.81)

Provision for Taxation - 2327.79

Net Profit/ (Loss) 226.41 (2611.60)

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

Balance available for appropriation NA NA

Appropriations

Transfer to General Reserve - -

Proposed Dividend on Equity Shares - -

Dividend Distribution Tax - -

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

For Period of Eighteen

BUSINESS RESULTS :

During the year under review, the Sales/Revenue

Turnover is Rs.305.26 Lacs and the Company

achieved Profit of Rs.226.41 Lacs.

DIVIDEND :

In view of the inadequate profits & carry forward

losses,during the year, your Directors do not

recommend payment of Dividend.

DIRECTORS :

The Board of directors has been broad-based to

comply with the Listing requirements.

The Board of Directors appointed Mr. Sanjay

C.Ajmera and Mr.Dhaval R. Ajmera as additional

Directors at its board meeting held on 24th

April,2012 . They shall hold office until the ensuing

Annual General Meeting. Notice has been received

from a Members under Section 257 of the

Companies Act, 1956 proposing their candidature

DIRECTORS' REPORT TO THE MEMBERS

alongwith a deposit of Rs.500/- each, for

appointment as Director of the Company liable to

retire by rotation.

Mr. Chhotalal S. Ajmera, ceases to be the

Chairman and Managing Director of the Company

w.e.f 24th March,2012 due to his sad demise.

Shri Ishwarlal S.Ajmera , Director of the Company

was appointed as Chairman and Managing

Director of the Company. Shri Sanjay C.Ajmera,

was appointed as Managing Director and Shri

Dhaval R.Ajmera as Director, Operations and

Marketing with effect from 24th April, 2012 .

Shri Ambalal C.Patel and Shri Jagdish Doshi,

Directors retires by rotation at the ensuing Annual

General Meeting and, being eligible, offers

themselves for re-appointment.

The Board recommends these appointments/

reappointments.

Directo

rs' Rep

ort

14


Direc

tors

' Rep

ort

LISTING :

The Equity Shares of the Company continue to

remain listed with Bombay Stock Exchange

(533110) and voluntarily delisted from National

Stock Exchange (NSE) with effect from 10th

May,2012 .

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Clause 49(IV) (B) & (F) of the Listing

Agreement your directors wish to report as follows:

1. Industry Structure and Development:

After the sale of assets, your Directors are looking

for sound business opportunities to enter the new

line of activities wherein we have core competence.

Your Directors have identified two sectors namely

Steel Service Centre, Construction related

activities and trading in Steel Products.

2.Opportunities and Threats:

The promoters have rich experience of over two

decades in the Steel and Real Estate business and

have developed and established excellent

business relationship with international steel

players and realty developers which can be helpful

to the Company to form a strategic alliance with

them in the future. The goodwill of the promoters in

the domestic market is a major strength.

It is expected that demand for niche steel products

required for Infrastructure Project will increase

manifold and the Company have identified

opportunity in this area. The company is focussing

on dealing in specialised niche steel products to

seize the opportunities in the years to come . The

Company has also identified opportunity in dealing

in Industrial and Commercial Units in the

developing Corridor of Mumbai - Delhi where

massive investment has been planned by the

Government.

However there exists a threat in the form of

unstable global economic environment,

Government and Regulatory framework, volatility

in the Economy and Exchange rates and impact of

international events on the Indian Economy.

3.Segment - wise Performance

Since your Company operates only in one

Segment, segment-wise or product wise analysis

or performance is not applicable.

4.Future Outlook

The domestic steel consumption in the country is

expected to grow at 10% . The need, however, for

value added and niche products to meet the market

requirements and which is mainly imported into

India. The Company has gained experience in Hot

rolled , Cold Rolled ,color coated products and

Galvanized products and had established

business channels which it now intends to exploit

by dealing in steel products .

Similarly dealing in industrial and commercial units

has been identified as focus area, as opportunities

are emerging due to development of Mumbai -

Delhi corridor

5.Risks and Concerns

Your Company is continuously evolving and

improving systems and measures to take care of all

the risk exigencies involved in our business.

6.Internal Controls and System

The company has implemented adequate internal

control system enduring proper management

information system and integration of various

operations and functions of the organisation – all

under one umbrella. This has resulted in

harmonious monitoring and regulation of

operations in a systemised manner in each and

every activity of the Company. Correct use of funds,

proper budgeting, efficient monitoring and its

regulation by due approval and authorization policy

enforcement have resulted in the use of funds in the

most profitable and correct manner.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies

Act, 1956, the Directors, based on the

representations received from the operating

management, confirm that : -

I. in the preparation of the annual accounts for the

year ended 31st March, 2012, the applicable

accounting standards had been followed along

with the proper explanation relating to material

departures;

II. the Directors had selected such accounting

policies and applied them consistently and

made judgments and estimates that were

reasonable and prudent so as to give a true and

fair view of the state of affairs of the Company at

15

4 t h A N N U A L R E P O R T - 2 0 1 1 - 1 2

the end of the financial year and of the Profit &

Loss of the Company for the year ended under

review;

III. the Directors have taken proper and sufficient

care for the maintenance of adequate

accounting records in accordance with the

provisions of the Act for safeguarding the

assets of the Company and for preventing &

detecting;

IV. the Directors have prepared the accounts on a

going concern basis.

CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement

with BSE & NSE, Management Discussion and

Analysis, Corporate Governance Report, Auditors’

Certificate regarding compliance of conditions of

Corporate Governance and CEO Certificate on

Code of Conduct is made as a part of the Annual

Report.

AUDITORS :

The Company’s Auditors, M/s. V. Parekh &

Associates, Chartered Accountants, retire as

Auditors of your Company at the conclusion of the

ensuing Annual General Meeting and are eligible

for re-appointment. They have indicated their

willingness to accept reappointment and have

further furnished necessary Certificate in terms of

Section 224 (1B) of the Companies Act, 1956.

The Audit Committee has considered and

recommended the reappointment of M/s. V. Parekh

& Associates, Chartered Accountants, Mumbai, as

Statutory Auditors of the Company, to the Board of

Directors. Your Directors have accepted the

recommendation and recommend to the

shareholders the re-appointment of M/s. V. Parekh

& Associates, Chartered Accountants, Mumbai as

the Statutory Auditors of the Company.

AUDITORS’ REPORT :

The observations made by the Auditors in their

Report referring to the Notes forming part of the

Accounts are self-explanatory and therefore, do

not require any further comments under Section

217(3) of the Companies Act,1956.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION & FOREIGN EXCHANGE

EARNINGS AND OUTGO:

The provisions of Section 217 (1) (e) of the

Companies Act, 1956 and the Companies

(Disclosure of Particulars in the Report of Board of

Directors) Rules, 1988 regarding conservation of

energy and technology absorption are not

applicable.

Since the company caters to domestic market only

,it has not undertaken any activities relating to

export,initiatives to increase exports, developmemt

of new export markets for products and services or

formulated any export plans.

There are no transaction involving foreign

exchanges during the year as given below:

During the year, Company had an foreign

exchange inflow of Rs. Nil. (Previous year Rs

9251.59 Lacs). The foreign exchange outgo during

the period was Rs. Nil. (Previous Period 988.40

Lacs).

Your Company is glad to report that it continues to

ensure that the air, water, and other environmental

standards are achieved as per the prescribed

norms.

HUMAN RELATIONS:

During the year employee relations continued to be

cordial and harmonious at all levels and in all

divisions of the Company. There was a total

understanding of the Management objectives by

the workers. The Company has consistently tried to

improve its HR policies and processes so as to

acquire, retain & nurture the best of the available

talent in the Industry.

PARTICULARS OF THE EMPLOYEES:

During the year, no employee of the Company was

in receipt of remuneration exceeding the sum

prescribed under Section 217 (2A) of the

Companies Act, 1956. Hence, furnishing of

particulars under the Companies (Particulars of

Employees) Rules, 1975 does not arise.

FIXED DEPOSITS:

During the period under review, your company has

not accepted or renewed any fixed Deposit from the

public.

Directo

rs' Rep

ort

14


Direc

tors

' Rep

ort

LISTING :

The Equity Shares of the Company continue to

remain listed with Bombay Stock Exchange

(533110) and voluntarily delisted from National

Stock Exchange (NSE) with effect from 10th

May,2012 .

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Clause 49(IV) (B) & (F) of the Listing

Agreement your directors wish to report as follows:

1. Industry Structure and Development:

After the sale of assets, your Directors are looking

for sound business opportunities to enter the new

line of activities wherein we have core competence.

Your Directors have identified two sectors namely

Steel Service Centre, Construction related

activities and trading in Steel Products.

2.Opportunities and Threats:

The promoters have rich experience of over two

decades in the Steel and Real Estate business and

have developed and established excellent

business relationship with international steel

players and realty developers which can be helpful

to the Company to form a strategic alliance with

them in the future. The goodwill of the promoters in

the domestic market is a major strength.

It is expected that demand for niche steel products

required for Infrastructure Project will increase

manifold and the Company have identified

opportunity in this area. The company is focussing

on dealing in specialised niche steel products to

seize the opportunities in the years to come . The

Company has also identified opportunity in dealing

in Industrial and Commercial Units in the

developing Corridor of Mumbai - Delhi where

massive investment has been planned by the

Government.

However there exists a threat in the form of

unstable global economic environment,

Government and Regulatory framework, volatility

in the Economy and Exchange rates and impact of

international events on the Indian Economy.

3.Segment - wise Performance

Since your Company operates only in one

Segment, segment-wise or product wise analysis

or performance is not applicable.

4.Future Outlook

The domestic steel consumption in the country is

expected to grow at 10% . The need, however, for

value added and niche products to meet the market

requirements and which is mainly imported into

India. The Company has gained experience in Hot

rolled , Cold Rolled ,color coated products and

Galvanized products and had established

business channels which it now intends to exploit

by dealing in steel products .

Similarly dealing in industrial and commercial units

has been identified as focus area, as opportunities

are emerging due to development of Mumbai -

Delhi corridor

5.Risks and Concerns

Your Company is continuously evolving and

improving systems and measures to take care of all

the risk exigencies involved in our business.

6.Internal Controls and System

The company has implemented adequate internal

control system enduring proper management

information system and integration of various

operations and functions of the organisation – all

under one umbrella. This has resulted in

harmonious monitoring and regulation of

operations in a systemised manner in each and

every activity of the Company. Correct use of funds,

proper budgeting, efficient monitoring and its

regulation by due approval and authorization policy

enforcement have resulted in the use of funds in the

most profitable and correct manner.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies

Act, 1956, the Directors, based on the

representations received from the operating

management, confirm that : -

I. in the preparation of the annual accounts for the

year ended 31st March, 2012, the applicable

accounting standards had been followed along

with the proper explanation relating to material

departures;

II. the Directors had selected such accounting

policies and applied them consistently and

made judgments and estimates that were

reasonable and prudent so as to give a true and

fair view of the state of affairs of the Company at

15

4 t h A N N U A L R E P O R T - 2 0 1 1 - 1 2

the end of the financial year and of the Profit &

Loss of the Company for the year ended under

review;

III. the Directors have taken proper and sufficient

care for the maintenance of adequate

accounting records in accordance with the

provisions of the Act for safeguarding the

assets of the Company and for preventing &

detecting;

IV. the Directors have prepared the accounts on a

going concern basis.

CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement

with BSE & NSE, Management Discussion and

Analysis, Corporate Governance Report, Auditors’

Certificate regarding compliance of conditions of

Corporate Governance and CEO Certificate on

Code of Conduct is made as a part of the Annual

Report.

AUDITORS :

The Company’s Auditors, M/s. V. Parekh &

Associates, Chartered Accountants, retire as

Auditors of your Company at the conclusion of the

ensuing Annual General Meeting and are eligible

for re-appointment. They have indicated their

willingness to accept reappointment and have

further furnished necessary Certificate in terms of

Section 224 (1B) of the Companies Act, 1956.

The Audit Committee has considered and

recommended the reappointment of M/s. V. Parekh

& Associates, Chartered Accountants, Mumbai, as

Statutory Auditors of the Company, to the Board of

Directors. Your Directors have accepted the

recommendation and recommend to the

shareholders the re-appointment of M/s. V. Parekh

& Associates, Chartered Accountants, Mumbai as

the Statutory Auditors of the Company.

AUDITORS’ REPORT :

The observations made by the Auditors in their

Report referring to the Notes forming part of the

Accounts are self-explanatory and therefore, do

not require any further comments under Section

217(3) of the Companies Act,1956.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION & FOREIGN EXCHANGE

EARNINGS AND OUTGO:

The provisions of Section 217 (1) (e) of the

Companies Act, 1956 and the Companies

(Disclosure of Particulars in the Report of Board of

Directors) Rules, 1988 regarding conservation of

energy and technology absorption are not

applicable.

Since the company caters to domestic market only

,it has not undertaken any activities relating to

export,initiatives to increase exports, developmemt

of new export markets for products and services or

formulated any export plans.

There are no transaction involving foreign

exchanges during the year as given below:

During the year, Company had an foreign

exchange inflow of Rs. Nil. (Previous year Rs

9251.59 Lacs). The foreign exchange outgo during

the period was Rs. Nil. (Previous Period 988.40

Lacs).

Your Company is glad to report that it continues to

ensure that the air, water, and other environmental

standards are achieved as per the prescribed

norms.

HUMAN RELATIONS:

During the year employee relations continued to be

cordial and harmonious at all levels and in all

Documents

SHREE PRECOATED STEELS LIMITED · SHRI CHHOTALAL S. AJMERA 24th March, 2012 . 1 SHRI CHHOTALAL S. AJMERA Founder - Chairman & Managing Director 27th September,1937- 24th March, 2012