annual report 2014-2015 - bombay stock exchange...theboard of directors in their meeting dated july...

SIRHIND STEEL LIMITED

Annual Repor t2014-2015

Board of Directors

Ravi MalhotraChairman & Managing Director

Rajika MalhotraWhole-time Director

Amal Dhru

AuditorsG. K. Choksi & Co.

BankersAxis Bank Limited

Registrars & Share Transfer AgentsLink Intime India Pvt Ltd303, Shoppers Plaza-V,Opp. Municipal Market, off C. G. Road,Ahmedabad 380 009

Regd. Office7th floor ShalinAshram RoadAhmedabad 380 009

Contents

Notice 1

Directors' Report 4

Auditors' Report 16

Balance Sheet 19

Profit & Loss Account 20

Cash Flow Statement 21

Notes to Accounts 22

1

NOTICE

Notice is hereby given that the 38th Annual General Meeting of Sirhind Steel Limited will be held on Wednesday, September30, 2015 at 10:00 am at 7th floor, Shalin, Ashram Road, Ahmedabad 380 009 to transact the following business:

Ordinary Business

1 To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 31 st March, 2015including Balance-Sheet as at 31st March, 2015 and the Report of Board of Directors and Auditors thereon.

2 To appoint a Director in place of Mr. Amal Dhru (DIN: 00165145), who retires by rotation and who has shown hisunwillingness for reappointment.

3 To consider and if thought fit to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the CompaniesAct, 2013 read with rules made there under, as amended from time to time, M/S G K Chokshi & Company, CharteredAccountants (Firm Registration No.101895W) be and hereby appointed as Statutory Auditors of the Company to holdoffice from the conclusion of this Annual General Meeting (AGM) until the conclusion of 43 rd AGM of the Company to beheld in the calendar year 2020 subject to ratification of their appointment at every AGM on such remuneration as may befixed by the Board of Directors of the Company.”

Special Business

4 To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

Appointment of Mr. Nipun Kapur (DIN: 07246592) as an Independent Director:

“RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the CompaniesAct, 2013 (Act) and rules made there under (including any statutory modification(s) or re-enactment thereof, for the timebeing in force), read with Schedule IV of the Act, as amended from time to time, Mr.Nipun Sunil Kapur (DIN: 07246592), whowas appointed as an Additional Director of the Company wef 31-07-2015 by the Board of Directors and who holds officeup to the date of this Annual General Meeting be and is hereby appointed as an Independent Director (Non-Executive)of the Company to hold office for a period of 5 (five) consecutive years up to July 30, 2020.

5 To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

Appointment of Mrs. Manavta Kapur (DIN: 07246650) as an Independent Director:

“RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of theCompanies Act, 2013 (Act) and rules made there under (including any statutory modification(s) or re-enactment thereof,for the time being in force), read with Schedule IV of the Act, as amended from time to time, Mrs. Manvata Chandan Kapur(DIN:07246650) who was appointed as an Additional Director of the Company wef 31-07-2015 by the Board of Directorsand who holds office up to the date of this Annual General Meeting be and is hereby appointed as an IndependentDirector (Non-Executive) of the Company to hold office for a period of 5 (five) consecutive years up to July 30, 2020.

By order of the Board

Ahmedabad Ravi Malhotra31.07.2015 Chairman & Managing Director

DIN: 00258246

NOTES

1 A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself. Proxies in orderto be effective must be deposited with the Company not less than 48 hours before the meeting.

2 The Register of Members and Share Transfer Books will remain closed from 23.09.2015 to 30.09.2015 both daysinclusive.

3 Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of special business to be transactedis annexed hereto.

2

ANNEXURE TO NOTICE

Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013

Item No.4

The Board of Directors in their meeting dated July 31, 2015 appointed Mr. Nipun Kapur (DIN: 07246592) as an AdditionalDirector of the Company. According to the provisions of section 161 of the Companies Act, 2013 (Act), he holds office asDirector only up to the date of the ensuing Annual General Meeting.

Mr.Nipun Kapur has done his Diploma in Electrical Engineering from Dayanand Sagar Institute of Technology, Bangalore. Hehas over 15 years experience of Managing Business and Industry.

Mr.Nipun Kapur has given a declaration to the Board that he meets the criteria of independence as provided under section149(6) of the Act. In the opinion of the Board, he fulfils the conditions specified in the Act read with rules made there under forappointment as an Independent Director and he is independent of the management.

Mr.Nipun Kapur is not disqualified from being appointed as Director in terms of section 164 of the Act and has given hisconsent to act as a Director.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Nipun Kapur as anindependent Director is now being placed before the members for their approval.

The terms and conditions for appointment of Mr. Nipun Kapur as an Independent Director of the Company shall be open forinspection by the members at the Registered Office of the Company during normal business hours on any working day.

Further, the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India requirescertain additional disclosures with respect to appointment of Independent Director, which are mentioned below:

Name Nipun Kapur

DIN 07246592

Age 38 years

Date of Appointment on Board 31.07.2015

Functional Expertise He has over 15 years of experience of managingbusiness and industry looking after all accounting andcommercial functions.

Qualifications Diploma in Mech. Engineering

Terms and Conditions of appointment Appointment for Five years up to July 30, 2020

Remuneration Paid Nil

Directorship in other Companies Nil

Chairman/ Member of Committee in other Companies Audit Committee Chairman

No. of Equity Shares held in the Company Nil

Relationship with other directors, Manager and other NilKMP of the Company

No. of Meetings of the Board attended during the year Nil

Shareholding in the Company Nil

The Board of Directors recommends the said resolution for your approval.

Mr. Nipun Kapur is deemed to be interested in the said resolution as it relates to his appointment. None of the other Directorsor key managerial personnel or their relatives is concerned or interested in the said resolution.

Item No.5

The Board of Directors in their meeting dated July 31, 2015 appointed Mrs. Manavta Kapur (DIN: 07246650) as an AdditionalDirector of the Company. According to the provisions of section 161 of the Companies Act 2013 (Act), she holds office as

3

Director only up to the date of the ensuing Annual General Meeting.

Mrs.Manvata Kapur has done her Graduation in Commerce from Gujarat University and B.Ed. (Bachelor of Education) fromEklavya Institute of Teaching Education, Ahmedabad. She has over 15 years experience of Managing and assisting familybusiness.

Mrs.Manvata Kapur has given a declaration to the Board that she meets the criteria of independence as provided undersection 149(6) of the Act. In the opinion of the Board, she fulfils the conditions specified in the Act read with rules made thereunder for appointment as an Independent Director and she is independent of the management.

Mrs.Manvata Kapur is not disqualified from being appointed as Director in terms of section 164 of the Act and has given hisconsent to act as a Director.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mrs. Manvata Kapur asan independent Director is now being placed before the members for their approval.

The terms and conditions for appointment of Mrs. Manvata Kapur as an Independent Director of the Company shall be openfor inspection by the members at the Registered Office of the Company during normal business hours on any working day.

Further, the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India requirescertain additional disclosures with respect to appointment of Independent Director, which are mentioned below:

Name Manvata Kapur

DIN 07246650

Age 39 Years

Date of Appointment on Board 31.07.2015

Functional Expertise She has over 15 years of experience of managing andassisting family business and in particulars looking aftercommercial functions.

Qualifications B.Ed

Terms and Conditions of appointment Appointment for Five years up to July 30, 2020

Remuneration Paid Nil

Directorship in other Companies Nil

Chairman/ Member of Committee in other Companies Member of Audit Committee

No. of Equity Shares held in the Company Nil

Relationship with other directors, Manager and other NilKMP of the Company

No. of Meetings of the Board attended during the year Nil

Shareholding in the Company Nil

The Board of Directors recommends the said resolution for your approval.

Mrs.Manvata Kapur is deemed to be interested in the said resolution as it relates to her appointment. None of the otherDirectors or key managerial personnel or their relatives is in anyway, concerned or interested in the said resolution.

By order of the Board


DIN: 00258246

4

DIRECTORS’ REPORT

To The Members,

Your Directors present the 38 th Annual Report and the Audited Accounts for the year ended 31 st March, 2015.` Lacs

Year ended Year ended31.03.2015 31.03.2014

Financial ResultsProfit before Depreciation 762.63 424.76Depreciation 38.94 22.85Profit before Tax 723.69 401.91Provision for Tax 85.09 32.65Profit after Tax 638.60 369.26Balance brought forward 373.38 249.11Balance available for appropriation 1011.98 618.37

AppropriationsTransfer to General Reserve 350.00 245.00

Balance carried to Balance Sheet 661.98 373.37

1011.98 618.37Review of Operations

The Company during the year has earned profit of ` 638.60 lacs after tax provision of ` 85.09 lacs compared to profit of `369.26 lacs after tax provision of ` 32.65 lacs in the previous year. After brought forward balance of profit of ` 373.37 lacs thebalance available for appropriation was ` 1011.98 lacs.

The funds are mainly invested in Mutual Funds, Shares and fixed deposits. The profitability in coming year would depend onrevival of the economy.

Transfer to Reserves :

The Company has carried an amount of ` 350.00 lacs to General Reserves.

Dividend:

Your Directors are of the view to retain the profits for investments and therefore do not recommend any dividend for the year.

Fixed Deposits:

The Company has not accepted any fixed deposits from the public or from any other source.

Particulars of Loans, Guarantees, Investments etc;

The Company has not given or provided any loans or guarantees during the year. The details of Investments are as disclosedat Note no. 8 to the audited financial statements.

Subsidiaries etc:

The Company has no Subsidiary, Associates and Joint Ventures.

Significant & mater ial orders passed by the Regulators or Courts:

There are no significant or material orders passed by the Regulators or Courts or Tribunals during the year under reviewwhich would impact the going concern status of the Company and its future operations.

Related Party Transactions:

There were no related party transactions except the payment of remuneration to key managerial personnel’s as disclosed atNote no. 23 to the audited financial statements.

Internal Financial Controls with reference to financial statements:

Adequate systems of internal controls provide assurance on the efficiency of operations, security of assets, timely statutorycompliances, reporting and recording of transactions. The Internal Auditor prepares regular reports on the review of thesystems and procedures and monitors the actions to be taken.

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Details relating to Remuneration of Directors and employees:

There is no employee covered under Section 197(12) of the Companies Act, 2013, read with the Rules framed there under.The other information required under Section 197 are as per Annexure-A.

Extract of Annual Return:

An extract of Annual Return as prescribed under sub-section (3) of Section 92 of the Companies Act, 2013 in Form MGT-9 isannexed to this report. Annexure-B

Board Meetings:

The Board of Directors met 4 (Four) times during the year. The Board Meetings were held on 30/05/2014, 30/07/2014, 31/10/2014 & 27/01/2015.

Audit Committee:

During the financial year 2014-15, Company has not formed audit committee. However, in July, 2015 Company has formedAudit Committee after induction of independent directors on the Board. The Audit Committee now consists of Mr. Nipun Kapuras Chairman of the Committee, Mrs. Manvata Kapur and Mr. Ravi Malhotra as Members of the Committee.

Nomination and Remunerat ion Committee:

During the financial year 2014-15, Company has not formed nomination and remuneration committee and therefore, noremuneration policy was formed by the Company. However, in July, 2015 Company has formed Nominationand RemunerationCommittee after induction of independent directors on the Board. The Nomination and Remuneration committee will formremuneration policy.

Director's Responsibility Statement

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

i) in preparation of annual accounts the applicable accounting standards have been followed,

ii) the accounting policies have been selected and applied consistently and the judgment and estimatesmade are reasonableand 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 ofthe profit or loss of the Company for that period,

iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities, and

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

v) proper internal financial controls were in place and that the financial controls were adequate and operating effectively.

vi) systems to ensure compliances with the provisions of applicable laws were in place and adequate and operatingeffectively.

Directors

Mr. Narendra C Kapadia (DIN: 06713898) resigned on 30-05-2014 from the post of Whole Time Director.

Mr. Amal Dhru (DIN: 00165145) retires by rotation at the ensuing Annual General Meeting of the Company. Mr. Dhru hasinformed the Company that he is not interested in his re-appointment as director of the Company. Accordingly Mr. Amal Dhrushall cease to be director of the Company on the date of ensuing Annual General Meeting on 30/09/2015. The Board placeson record valuable contribution made by Mr. N C Kapadia and Mr. Amal Dhru during their tenure as directors of the Company.

Mr. Nipun Kapur (DIN: 07246592) and Mrs. Manvta Kapur (DIN: 07246650) were appointed Additional Independent Directorson 31st July 2015. In accordance with the requirements of Section 149 and 152 of the Companies Act, 2013 and Clause 49 ofthe Listing Agreement their continuation as an Independent Directors on the Board of the Company for a period of 5 years willhave to be approved by the Members of the Company at the ensuing Annual General Meeting.

The Independent Directors have submitted their Declaration of Independence as required under the provisions of Section149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in Section 149(6) of the Act.

Board Evaluation:

During the period under review, Company does not have required number of Independent and non executive directors andtherefore, Company was not able to formulate mechanism for evaluation of board.

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Business Risk Management:

The Company has not much business activities,the day to day activities of management is managed by Managing Director ofthe Company.He is supported by middle level office staff effectively.

Material changes and Commitments:

There has been no material changes and commitments, affecting the financial position of the Company which has occurredbetween the end of the financial year of the company to which the financial statements relate and the date of this report.

Corporate Social Responsibility:

The Company does not fall under the criteria as mentioned in the provisions of section 135 of the Companies Act, 2013 it hasnot formed the Corporate Social Responsibility (CSR) Policy and the CSR Committee.

Equal Opportunity Employer:

The Company has always provided a congenial atmosphere for work to all employees that is free from discrimination andharassment including sexual harassment. The Company has zero tolerance policy on sexual harassment and there were nosuch cases reported during the year.

Auditors and their Report:

M/S. G.K.Chokshi & Company Chartered Accountants Ahmedabad (Registration No. 101895W) retires as Auditors at theensuing Annual General Meeting of the Company. The Board recommends their appointment as Auditors of the Company fora period of 5 years until the conclusion of 43 rd Annual General Meeting to be held in Calendar Year 2020. This appointmentmay be subject to ratification at each Annual General Meeting.

The qualification/observation made in the auditors report about non-registration of Company as NBFC in terms of theprovisions of Section 45I of the Reserve Bank of India Act, 1934 read with Note No. 19 to the Accounts is self explanatory.

Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with rules made there under your Company hadappointed M/S Ravi Kapoor & Associates Practicing Company Secretaries to undertake secretarial audit of the Company.The Secretarial Audit Report for financial year 2014-15 is attached as Annexure- C to this report. There are certain qualificationsand observations in secretarial auditors’ report. In this regard we would like to clarify that Company has already stoppedmanufacturing activities and also there is no substantial public interest involved in the Company and therefore, practically itis very difficult for the Company to comply some of the provisions of the companies Act as well as of the listing agreement.However, as members are aware that in July, 2015 Company has managed to appoint two independent directors andtherefore to some extent Company will be in a position to meet the criteria prescribed under the Companies Act and as wellas criteria prescribed under the listing agreement.

Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Your directors have nothing to report on the aforesaid matters as your Company is not engaged in manufacturing, has noforeign collaboration and has not imported or exported any goods or services and there is no earning / outgo of foreignexchange.

Appreciation:

The Board place on record its deep appreciation for all those who are associated with the Company and has continued theirsupport towards the growth and stability of the company.

For and on behalf of the BoardAhmedabad Ravi MalhotraJuly 31, 2015 Chairman & Managing Director

DIN: 00258246

7

Annexure - A

As per the provision o f Section 197 of the Companies Act, 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014,

every listed company are required to disclose following information in the Boards Report

1 Ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year.

Name Ratio to Employees

Ravi Malhotra Mg. Director 1: 0.068

Rajika Malhotra Whole Time Director 1: 0.431

N C Kapadia Whole Time Director ceased w.e.f 30.5.2014 -

2 Percentage increase in remuneration of each director, Chief Financial Officer,Chief Executive Officer, Company Secretary or Manager, if any, inthe financial year % increse

Name

Ravi Malhotra Mg. Director 0.22

Rajika Malhotra Whole Time Director (3.40)

N C Kapadia Whole Time Director ceased w.e.f 30.5.2014

3 Percentage increase in the median remuneration of employees in thefinancial year

4 Number of permanent employees on the rolls of company 8

5 Explanation on the relationship between average increase Increase in Profit Before Tax 80.06%in remuneration and company performance. Increase in over all remuneration 5.38%

6 Comparison of the remuneration of the Key personnel against the increase in remuneration of KMP- NILperformance of the company

7 Variation in the market capitalization of Company Market Quotes not availablePrice Earnings Ratio as at the closing date of current financial year andPrice Earnings Ratio as at the closing date of previous financial year andPercentage increase over decrease in the market quotations of the sharesof the company in comparison to the rate at which the company came outwith the last public offer * in case of listed companies and in case of unlistedCompanies, the variations in the net worth of the company as at the close ofcurrent financial year and previous financial year.

8 Average percentile increase already made in the salaries of employees Non Managerial Staff 10.35other than the managerial personnel in the last financial year and its Managerial Personel - NILcomparison with the percentile increase in the managerial remuneration andjustification thereof and point out if thereof if there are any exceptionalcircumstances for increase in the managerial remuneration.

9 Comparison of the each remuneration of the Key Managerial Personnel same as aboveagainst the performance of the company.

10 Key parameters for any variable component of remuneration availed bythe directors.

11 Ratio of the remuneration of the highest paid director to that of the N Aemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year.

We affirm that the remuneration paid to the Managerial and Non-Managerial personnel is as per the remuneration policy ofthe Company.

By Order of the Board of Director


DIN: 00258246

8

Annexure-BForm No. MGT-9

EXTRACT OF ANNUAL RETURNAs on the financial year ended on 31/03/2015 of Sirhind Steel Limited

[Pursuant to Section 92(3) of the Companies Act, 2013 & Rule 12(1) of the Companies (Mgt. and Administration) Rules, 2014]I. REGISTRATION AND OTHER DETAILS:

i) CIN: L28129GJ1977PLC003002Foreign Company Registration Number/GLN Not Applicable

ii) Registration Date [DDMMYY] 16/04/1977iii) Name of the Company Sirhind Steel Limitediv) Category of the Company ✓ Public Company

[Pl. tick] Private CompanySub Category of the Company 1. Government Company[Please tick whichever are applicable] 2. Small Company

3. One Person Company4. Subsidiary of Foreign Company5. NBFC6. Guarantee Company7. Limited by shares ✓8. Unlimited Company9. Company having share capital10. Company not having share capital11. Company Registered under Sec. 8

v) NAME AND REGISTERED OFFICE ADDRESS OF COMPANY AND CONTACT DETAILS:Address 7th Floor Shalin, Ashram RoadTown / City AhmedabadState GujaratPin Code: 380 009Country Name : IndiaCountry Code 91Telephone (With STD Area Code Number) 079-26579395Fax Number 079-26579395Email Address [email protected] of the Police Station having jurisdiction Ashram Road Police Stationwhere the registered office is situatedAddress for correspondence, if different from N.A.address of registered office:

vi) Whether shares listed on recognized Stock YesExchange(s) If yes, details of stockexchanges where shares are listed

Sr. No. Stock Exchange Name Code1. Ahmedabad Stock Exchange Ltd. 552372. BSE Limited 530593

vii) Name and Address of Registrar & Transfer Agents ( RTA ):- Full address and contact details to be given.Registrar & Transfer Agents ( RTA ):- Link Intime India Private LimitedAddress Unit No 303, 3rd Floor, Shoppers Plaza V,

Opp. Municipal Market, Behind Shoppers Plaza II,Off C G Road,Ahmedabad - 380009.

Town / City AhmedabadState GujaratPin Code: 380009Telephone (With STD Area Code Number) 079-2646 5179Fax Number -Email Address [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY(All the business activities contributing 10 % or more of the total turnover of the company shall be stated) Sr. No. Name and Description of main NIC Code of the Product / % to total turnover

products / services service of the company 1 The Company is in business of investments 6630 100

in securities like mutual funds, shares anddeposit with bank etc.

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III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr.No. Name and Address of the Company CIN / GLN Holding / Subsidiary / Associate

1 NIL NIL NIL

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAK UP AS PERCENTAGE OF TOTAL EQUITY)i) Category-Wise Share Holding

Category of No. of Shares held at the beginning No. of Shares held at the endShareholders of the year [As on 31-March-2014] of the year [As on 31-March-2015] %

Demat Physical Total % of Demat Physical Total % of ChangeTotal Total during

Shares Shares the yearA. Promoter’ s(1) Indiana) Individual/ HUF 3602500 - 3602500 89.98 3602500 - 3602500 89.98 -b) Central Govt - - - - - - - - -c) State Govt(s) - - - - - - - - -d) Bodies Corp. - - - - - - - - -e) Banks / FI - - - - - - - - -f) Any other - - - - - - - - -

Sub-total (A)(1):- 3602500 - 3602500 89.98 3602500 - 3602500 89.98 -(2) Foreign(a) NRIs- Individuals - - - - - - - - -(b) Other- Individuals - - - - - - - - -(c) Bodies Corp. - - - - - - - - -(d) Banks FI - - - - - - - - -(e) Any Other…. - - - - - - - - -

Sub-total (A)(2):- - - - - - - - - -Total Shareholding ofPromoter(A)=(A)(1)+(A)(2)

B. Public Shareholding - - - - - - - - -1. Institutions - - - - - - - - -a) Mutual Funds - - - - - - - - -b) Banks / FI - - - - - - - - -c) Central Govt - - - - - - - - -d) State Govt(s) - - - - - - - - -e) Venture Capital Funds - - - - - - - - -f) Insurance Companies - - - - - - - - -g) FIIs - - - - - - - - -h) Foreign Venture Capital

Funds - - - - - - - - -i) Others (specify)(Trusts) - - - - - - - - -

Sub-total (B)(1):- - - - - - - - - -2. Non-Inst itut ions - - - - - - - - -a) Bodies Corp. - - - - - - - - -i) Indian - - - - - - - - -ii) Overseas - - - - - - - - -b) Individuals - - - - - - - - -i) Individual shareholders

holding nominal sharecapital upto Rs. 1 lakh 23500 36300 59800 1.49 25600 29300 54900 1.37 -

ii) Individual shareholdersholding nominal sharecapital in excess ofRs 1 lakh 331500 - 331500 8.28 337600 - 337600 8.43 -

c) Others - Non ResidentIndians (Repartriates) 9900 - 9900 0.25 8700 - 8700 0.22 -Sub-total (B)(2):- 364900 36300 401200 10.02 371900 29300 401200 10.02 -Total PublicShareholding (B)=(B)(1)+(B)(2) 364900 36300 401200 10.02 371900 29300 401200 10.02 -

C. Shares held byCustodianfor GDRs &ADRs - - - - - - - - -Grand Total (A+B+C) 3967400 36300 4003700 100 3974400 29300 4003700 100 -

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ii) Shareholding of Promoter-

Sr. Shareholder’s Name Shareholders at the beginning Shareholding at the end %No. of the year of the year Change

No.of % of % of Shares No.of % of % of Shares inShares total Pledged/ Shares total Pledged/ share-

Share encumbered Share encumbered hold ingof the to total of the to total during

company shares company shares the year

1. Ravi Malhotra 3002400 74.99 0 3002400 74.99 0 0

2. Rajika Malhotra 600100 14.99 0 600100 14.99 0 0

iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sr. Particulars Shareholding at the Cumulative Shareholding No. beginning of the year during the year

No. of % of total No. of % of totalShares shares of Shares shares of

the company the company

At the beginning of the year 3602500 89.97 3602500 89.97

Date wise Increase / Decrease inPromoters Shareholding during theyear specifying the reasons for increase / No Changedecrease (e.g. allotment /transfer / bonus/sweat equity etc):

At the end of the year 3602500 89.97 3602500 89.97

iv) Shareholding Pattern of top ten Shareholders:(Other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. For Each of the Top 10 Shareholders Shareholding at the Cumulative Shareholding No. beginning of the year during the year


the company the company1. Ami Dhiren Shah 70700 1.76 70700 1.762. Ahaan Munind Shah 50000 1.24 50000 1.243. Munind Dhirenbhai Shah 50000 1.24 50000 1.244. Siddhi Munind Shah 50000 1.24 50000 1.245. Munind Shah 50000 1.24 50000 1.246. Rameshchandra Chimanlal Shah 27000 0.67 30600 0.767. Shakuntala Meena 18000 0.44 20500 0.518. Dhiren Chandrakant Shah 15800 0.39 15800 0.399. Dhiren Shah 10000 0.24 10000 0.2410. Dipak Pravinchandra Shah 5000 0.12 5000 0.12

v) Shareholding of Directors and Key Managerial Personnel:

Sr. Shareholding of each Directors and Shareholding at the Cumulative Shareholding No. each Key Managerial Personnel beginning of the year during the year


the company the company

At the beginning of the yearDate wise Increase / Decrease in PromotersShare holding during the year specifying the As per item IV(ii) of abovereasons for increase /decrease(e.g. allotment / transfer / bonus/ sweat equityetc):

At the end of the year

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V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment(` In Lacs)

Particulars Secured Loans Unsecured Deposits Totalexcluding Loans Indebtednessdeposits

Indebtedness at the beginning of the financial yeari) Principal Amount Nilii) Interest due but not paidiii) Interest accrued but not due

Total (i+ii+iii)Change in Indebtedness during the financial year* Addition Nil* Reduction

Net Change Nil Nil Nil NilIndebtedness at the end of the financial year

i) Principal Amountii) Interest due but not paid Niliii) Interest accrued but not due

Total (i+ii+iii) Nil Nil Nil Nil

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(` In Lacs)

Sr. Particulars of Remuneration Name of MD/WTD/Manager TotalNo. Ravi Rajika Narendra Amount

Malhotra Malhotra Kapadia(Managing (Whole-time (Whole-time

Director) Director) Director)(Cessed w.e.f.

30.05.2014)1 Gross salary

(a) Salary as per provisions contained insection 17(1) of the Income-tax Act, 1961 21.00 0.36 21.36

(b) Value of perquisites u/s 17(2)Income-tax Act, 1961 1.56 1.56

(c) Profits in lieu of salary under section 17(3)Income- tax Act, 1961 - - -

2 Stock Option - - -3 Sweat Equity - -4 Commission

- as % of profitothers, specify… 4.25 4.25 8.50

5 Others, please specify - -Total (A) 26.81 4.25 0.36 31.42Ceiling as per the Act 43.81

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B. Remuneration to other directorsSN Particulars of Remuneration Name of Independent/ Non-Executive Director1 Independent Directors NIL

Fee for attending boardcommittee meetingsCommissionOthers, please specifyTotal (1) NIL

2 Other Non-Executive DirectorsFee for attending boardcommittee meetingsCommissionOthers, please specifyTotal (2)Total (B)=(1+2)Total Managerial Remuneration 31.42Overall Ceiling as per the Act 43.81

C. Remuneration To Key Managerial Personnel Other Than MD/MANAGER/WTDSN Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total1 Gross salary

(a) Salary as per provisions contained insection 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961(c) Profits in lieu of salary under section 17(3)

Income-tax Act, 19612 Stock Option N.A.3 Sweat Equity4 Commission

- as % of profitothers, specify…

5 Others, please specifyTotal

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of Brief Details of penality/ Authority appealthe Discription punishment/ (RD/NCLT / made,

Companies compounding COURT) if anyAct fees imposed give

Details)A. COMPANY

Penalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompounding Nil Nil Nil Nil Nil

B. DIRECTORSPenalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompounding Nil Nil Nil Nil Nil

C. OTHER OFFICERS IN DEFAULTPenalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompounding Nil Nil Nil Nil Nil

For, Sirhind Steel Limited

Ravi Malhotra Rajika MalhotraPlace : Ahmedabad Managing Director DirectorDate : July 31, 2015 DIN: 00258246 DIN: 00265363

13

Annexure- C

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules, 2014]

To,The Members,Sirhind Steel Limited

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to goodcorporate practices by Sirhind Steel Limited (herein after referred to as “Company”). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing ouropinion thereon.

Based on my verification of the Sirhind Steel Limited books, papers, minute books, forms and returns filed and other recordsmaintained by the Company and also the information provided by the Company, its officers, agents and authorizedrepresentatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during theaudit period covering the financial year ended on 31st March, 2015 generally complied with the statutory provisions listedhereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in themanner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Sirhind SteelLimited (“the Company”) for the financial year ended on 31st March, 2015 verified the provisions of the following acts andregulations and also their applicability as far as the Company is concerned during the period under audit:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of ForeignDirect Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992,(‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1992;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock PurchaseScheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993regarding the Companies Act and dealing with clients;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(vi) There are no laws which are specifically applicable to the Company.

We have also examined compliance with applicable clauses of the listing agreement entered into by the Company with StockExchange. We have not verified the compliance of the Secretarial Standards issued by the Institute of Company Secretariesof India since the same were not applicable for the financial year 2014-15.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, etc.mentioned above, except following non compliances.

Company has violated provisions of Schedule IV of Companies Act, 2013, by not holding separate meeting of Independentdirector during the financial year.

Company does not have any mechanism for evaluation of Board of Directors and therefore, to that extent provisions ofCompanies Act and rules framed thereunder are not complied.

14

Company has not provided voting facility through electronic means and therefore, Company has violated provisions ofSection 108 of the Companies Act, 2013 and rules framed there under.

Company has appointed Internal Auditor under the provisions of Section 138 of the Company Act, 2013, however, necessaryform is not filed with Registrar of Companies, Gujarat and therefore, to that extant provisions of Companies Act, 2013 andrules framed there under are not complied.

Company has not formed Audit Committee and therefore, provisions of section 177 of the Companies Act, 2013 are notcomplied.

Company has not established vigil mechanism and therefore, provisions of section 177(9) of the Companies Act, 2013 arenot complied.

Company has not formed Nomination and Remuneration Committee and therefore, provisions of section 178 of the CompaniesAct, 2013 are not complied.

During the period under review Company has made investment in equity shares of listed company and for which necessaryresolution was not filed with Registrar of Companies and therefore, to that extent provisions of section 179(3)(e) are notcomplied.

Company has not appointed Chief Financial Officer(CFO) and Company Secretary and therefore, to that extent provisions ofsection 203 of the Companies Act, 2013 are not complied.

Company has not given public notice for intimating board meeting for considering un-audited results, therefore, to that extent,provisions of clause 41 of the listing agreement are not complied.

Company has failed to comply with the provisions of clause 47(f), 49 and 54 of the listing agreement.

Company has not achieve the minimum level of public shareholding and therefore, along with clause 40 of the listingagreement, provisions of 19(2) and 19(A) of the Securities and Contracts (Regulations) Rules, 1957 are not complied.

We further report that

The Board of Directors of the Company is constituted. However, balance of Executive Directors, Non-Executive Directors andIndependent Directors is not maintained. The changes in the composition of the Board of Directors that took place during theperiod under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent atleast seven days in advance, and a system exists for seeking and obtaining further information and clarifications on theagenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings were carried out unanimously. As per records available in the saidminutes there were no dissenting views expressed by any directors during the meetings.

We further report that we are unable to comment on adequacy of systems and processes in the company, which commensuratewith the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations andguidelines.

We further report that during the audit period the company there are no specific events / actions having a major bearing onthe company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines etc. referred to above.

For, Ravi Kapoor & Associates

Ravi Kapoor Company Secretary in practice

Place : Ahmedabad FCS No. 2587Date : 31/07/2015 C P No.: 2407

This report is to be read with our letter of even date which is annexed as Annexure-A and forms an integral part of this report.

15

Annexure-A

To,The Members,Sirhind Steel Limited

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is toexpress an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about thecorrectness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct factsare reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basisfor our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the Compliance of laws, rules and regulationsand happening of events, etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibilityof management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy oreffectiveness with which the management has conducted the affairs of the Company.

For, Ravi Kapoor & Associates

Ravi Kapoor Company Secretary in practice

Place : Ahmedabad FCS No. 2587Date : 31/07/2015 C P No.: 2407

16

INDEPENDENT AUDITOR’S REPORT

ToThe Members,SIRHIND STEEL LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of SIRHIND STEEL LIMITED (“the Company”), which comprise theBalance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, anda summary of significant accounting policies and other explanatory information.

Management’s Responsib ility for the Financial Statements

The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) withrespect to the preparation of these financial statements that give a true and fair view of the financial position, financialperformance and cash flows of the Company in accordance with the accounting principles generally accepted in India,including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with theprovision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and otherirregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonableand prudent; and design, implementation and maintenance of adequate internal financial control, that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentationof the financial statements that give a true and fair view and are free from material misstatement,whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are requiredto be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Company Act2013. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement ofthe financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internalfinancial control relevant to the Company’s preparation of the financial statements that give true and fair view in order todesign audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion onwhether the Company has in place an adequate internal financial controls system over financial reporting effectiveness ofsuch controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness ofthe accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the financialstatements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified auditopinion on the financial statements.

Basis for Qualified Opinion

The company was in the business of manufacturing, running a steel rolling mill till October, 2012 and had also investmentsin mutual funds, shares and deposit with bank etc. Pursuant to closure of manufacturing activities the entire funds, of thecompany have been invested in mutual funds, liquid funds, deposit with bank etc; for this the company has also amended itsobject clause by inserting the objects related to such investments.

The Principal activities of the company presently are that of investment in mutual funds, shares, and this activity falls under thecategory of non banking financial company.

In terms of the provisions of Section 45-I of the Reserve Bank of India Act, 1934 in order to engage / carry on such activities,the company ought to have got registered as NBFC with the Reserve Bank of India. Since the company has not obtained suchregistration it is exposed to the risk of consequences for not doing so under the provisions of Reserve Bank of India Act, 1934.

We have reported aforesaid matter under “Emphasis of Matters” paragraph of our audit report since the company has soughtcertain clarification from Reserve Bank of India with regard to applicability of provisions of Non Banking Financial Companiesand response from Reserve Bank of India was awaited till the date of our audit report for the financial year 2013-2014.

17

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effect of thematter described in the basis for qualified paragraph, the aforesaid financial statements give the information required by theAct in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted inIndia, of the state of affairs of the company as at 31st March, 2015 and its profit and its cash flows for the year ended on thatdate.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order 2015 issued by the Central Government of India in terms of subsection (11) of section 143 of the Companies Act, 2013, we give in the Annexure, a statement of the matters specified inparagraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by the Company so far as appears fromour examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are inagreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of written representations received from the directors as on 31 March, 2015, taken on record by theBoard of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director interms of Section 164(2) of the Act.

(f) With respect to the other matters included in the Auditor’s Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014 and to our best of our information and according to the explanations given to us:

(i) The Company does not have any pending litigations which would impact its financial position.

(ii) The Company did not have any long-term contracts including derivatives contracts for which there were anymaterial foreseeable losses.

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fundby the Company.

FOR G. K. CHOKSI & CO.Chartered Accountants

[Firm Registration No. 101895W]Place : Ahmedabad SHAUNAK V. MUZUMDARDate : 30th May,2015 Partner

Mem. No. 37571

ANNEXURE TO AUDITORS’ REPORT(Referred to in our Report of even date to the members of Sirhind Steel Limited)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situationof fixed assets.

(b) The fixed assets have been physically verified by the management during the year at reasonable intervals and nomaterial discrepancies were noticed on such verification.

(ii) The Company does not have inventory hence clause 3(ii)(a) ,3(ii)(b) and 3(ii)(c) is not applicable to the company.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in theregister maintained under section 189 of the Companies Act, 2013. Hence the clause 3(iii)(a) and 3(iii)(b) are notapplicable to the company.

(iv) In our opinion and according to information and explanation given to us; there is an adequate internal control systemcommensurate with the size of the Company and the nature of its business, with regard to purchase of fixed assets, andwith regard to the services. During the course of our audit, we have not observed any continuing failure to correctmajor weakness in the internal controls.

18

(v) The Company has not accepted any deposits from the public. Accordingly, the provisions of Clause (v) of paragraph3 of the Order are not applicable to the Company.

(vi) As company is not engaged in production, processing or manufacturing activities during the year, hence maintenanceof cost records is not applicable to the company.

(vii) (a) In our opinion, the Company is regular in depositing with appropriate authorities undisputed statutory dues asapplicable and the Company has no arrears of such outstanding statutory dues as at 31 st March, 2015 for aperiod more than six months from the date they became payable.

(b) According to the information and explanation given to us, the company has no disputed outstanding statutorydues as at 31st March, 2015.

(c) According to the information and explanations given to us, there were no amount which were required to betransferred to the Investor Education and Protection Fund by the Company.

(viii) The company does not have any accumulated losses at the end of the financial year and has not incurred cash lossesduring the financial year and in the immediately preceding financial year.

(xi) According to information and explanations given to us, the Company has not defaulted in repayment of dues to anyfinancial institution or bank or debenture holders.

(x) The company has not given guarantees for loans taken by others from banks or financial institutions.

(xi) The company has not taken any term loans during the year and accordingly clause 3(xi) of the report is not applicable.

(xii) According to the information and explanations given to us, no fraud on or by the Company has been noticed orreported during the year under review.

FOR G. K. CHOKSI & CO.Chartered Accountants

[Firm Registration No. 101895W]Place : Ahmedabad SHAUNAK V. MUZUMDARDate : 30th May,2015 Partner

Mem. No. 37571

19

BALANCE SHEET AS AT 31ST MARCH, 2015[Amount In `]

Particulars Notes As at As at31st March, 31st March,

2015 2014

Equity and Liabilities

Shareholders’ FundShare Capital 2 4 00 77 000 4 00 77 000Reserves and Surplus 3 64 23 73 219 57 85 57 927

68 24 50 219 61 86 34 927Non-Current liabilit iesDeferred tax liabilities (Net) 4 0 7 14 478

Current liabilit iesTrade payable 5 9 82 810 10 10 077Other current liabilities 6 11 236 11 236

9 94 046 10 21 313Total 68 34 44 265 62 03 70 718AssetsNon-Current assetsFixed Assets

Tangible Assets 7 1 03 97 223 1 46 53 904Non-current investments 8 53 73 61 983 45 71 08 517Deferred tax Asset (Net) 9 1 04 229 0Long term - Loans and Advances 10 39 01 909 1 58 66 544Other Non-current Assets 11 11 45 26 935 10 59 35 160

66 62 92 279 59 35 64 125Current AssetsCash & Cash equivalents 12 1 71 51 986 2 42 97 481Other Current Assets 13 0 25 09 112

1 71 51 986 2 68 06 593Total 68 34 44 265 62 03 70 718

Significant Accounting Policies 1

The accompanying notes are an integral part of the financial statements.

As per our report of even date

FOR G. K. CHOKSI & CO.Chartered Accountants[Firm Registration No. 101895W]

SHAUNAK V. MUZUMDARPartnerMem. No. 37571

Ahmedabad, 30th May, 2015

FOR AND ON BEHALF OF THE BOARD

Ravi MalhotraChairman & Managing DirectorDIN No. 00258246

Rajika MalhotraWhole Time DirectorDIN No. 00265363


20

STATEMENT OF PROFIT AND LOSS ACCOUNT THE YEAR ENDED 31ST MARCH, 2015[Amount In `]

Particulars Notes 2014-15 2013-14

IncomeRevenue from operations 14 5 18 87 994 3 11 69 209

5 18 87 994 3 11 69 209

Other Income 15 1 35 61 128 85 30 962

Total Revenue 6 54 49 122 3 97 00 171

ExpensesEmployee benefits expenses 16 40 45 217 38 39 914Loss on Sale of Investments 0 8 59 975Provision for Doubtful Debt 1 27 09 700 0Depreciation 38 94 065 22 85 461Other expenses 17 12 32 308 20 81 144

Total Expenses 2 18 81 290 90 66 494

Profit before tax and Exceptional & Extraordinary Items 4 35 67 832 3 06 33 677Profit on sale of asset 2 88 01 558 95 57 025

7 23 69 390 4 01 90 702Tax Expenses

Provision for Taxation 89 00 000 42 00 000Short Provision on Tax of earlier year 4 27 631 5 94 216Deferred Tax ( 8 18 707) ( 15 29 431)

85 08 924 32 64 785

Profit/(Loss) for the year carried to Balance sheet 6 38 60 466 3 69 25 917Earnings per equity share: 18Basic 15.95 9.22Diluted 15.95 9.22

The accompanying notes are an integral part of the financial statements.As per our report of even date








21

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015[Amount In `]

Particulars 2014-15 2013-14

A Cash Flow from Operating Activities:Net Profit Before Tax, after Prior Period Adjustments 7 20 09 309 3 96 79 370Adjustment for:Depreciation 38 94 065 22 85 461(Profit) /Loss on sale of assets (net) (2 88 01 558) ( 95 57 025)(Profit)/Loss on Sale of Investments ( 30 45 304) 8 59 975Interest Income ( 95 46 417) ( 85 30 962)Operating Prof it before Working Capital Changes 3 45 10 095 2 47 36 819Adjustment for:Trade and Other Receivables 58 81 972 (10 08 19 034)Trade Payable and Provisions ( 27 267) ( 4 12 238)Cash Generated from Operations 4 03 64 800 (7 64 94 453)

Income Tax Paid (Net of Refunds) ( 89 67 550) ( 42 82 884)Net Cash from Operating Activ ities - A 3 13 97 250 (8 07 77 337)

B Cash Flow from Investing ActivitiesSale of Investments 28 77 82 708 17 46 06 138Purchase of Fixed Assets 0 (1 30 10 896)Purchase of Investments (36 49 90 870) (17 71 81 663)Proceeds from Sale of Fixed Assets 2 91 19 000 1 66 25 000Interest Received 95 46 417 85 30 962Net Cash from Investing Activ ities - B (3 85 42 745) 95 69 541

C Cash Flow from Financing Activ ities

Net Cash from Financing Activ ities - C 0 0Net Increase/(Decrease) in Cash & Cash Equivalents [A+B+C] ( 71 45 495) (7 12 07 796)Cash and Cash Equivalents as at the beginning of the year 2 42 97 481 9 55 05 277Cash and Cash Equivalents as at the close of the year 1 71 51 986 2 42 97 481Net Increase/(Decrease) in Cash and Cash Equivalents ( 71 45 495) (7 12 07 796)

Note:(a) The above cash flow statement has been prepared under the ‘Indirect Method’ as set out in Accounting Standard -3 on

cash flow statement issued by the ICAI.(b) Figures in brackets denote cash outflow.









22

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

(a) General The accounts are prepared on historical cost basis. All income and expenditures are accounted for on accrualbasis, except interest on loans where there is uncertainty of realization; income is accounted on receipt basis. Theaccounting policies not specifically referred to herein below are consistent with the generally accepted accountingpractice.

(b) Revenue Recognition

(i) Dividend Income

Revenue is recognized when the shareholders’ or unit holders’ right to receive payment is established.

(ii) Interest income

Income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

(c) Fixed Assets and Depreciation

(i) Fixed Assets are stated at cost of acquisition or construction less accumulated depreciation and impairment losses,if any. Cost comprises of the purchase price and any other attributable cost of bringing the assets to its workingcondition for its intended use.

(ii) Depreciation on Tangible Fixed Assets is provided on Written Down Value Method over the useful lives of assetsspecified in Part C of Schedule II to the Companies Act 2013 read with the relevant notifications issued by theDepartment of Company affairs.Depreciation on assets acquired / disposed off during the year is provided on pro-rata basis with reference to the date of addition/disposal.

(iii) Where the actual cost of purchase of assets does not exceed Rs. 5000/- the depreciation is provided at 100%.

(d) Investments

(i) Current investments are carried at lower of Cost or Fair Value, computed category wise.

(ii) Long term investments are stated at cost. Provision for diminution in the value of long term investment is made onlyif such a decline is other than of temporary nature.

(e) Employee Benefits

Short term employee benefits are recognized as an expense in the profit and loss account of the year in which the relatedservices are rendered.

(f) Taxation Provision for Current tax is computed as per total income returnable under the applicable laws taking intoaccount available deductions and exemptions. Deferred tax is recognized for all timing difference being the differencebetween taxable income and accounting income that originate in one period and are capable of reversal in one or moresubsequent periods.

(g) Impairment of Assets Consideration is given at each balance sheet date to determine whether there is any indication ofimpairment of the carrying amount of the company’s fixed assets. If any indication exists an assets recoverable amountis estimated. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverableamount. Reversal of impairment losses recognized in prior years is recorded when there is an indication that theimpairment losses recognized for the assets no longer exist or have decreased.

(h) Provision and Contingent Liabilities The Company creates a provision when -require an outflow of resources. Whenthere is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote,no provision or disclosure is made. Contingent Assets are neither recognized nor disclosed in the financial statements.

(i) Earning per Share Earning per share is calculated by dividing the profit attributable to the equity shareholder byweighted average number of equity shares outstanding during the year.

23

[Amount in `]Notes forming part of accounts

As at As at31st March, 31st March,

2015 20142 Share Capital

(a) Authorised5000000 (P.Y. 5000000) Equity Shares of ` 10/- each 5 00 00 000 5 00 00 000

(b) Issued4011700 (P.Y. 4011700) Equity Shares of ` 10/- eachfully paid up 4 01 17 000 4 01 17 000

(c) Subscribed and Paid Up4003700 (P.Y.4003700) Equity Shares of ` 10/- each fully paid-up 4 00 37 000 4 00 37 000Add : Forfeited Shares8000 (P.Y.8000) Equity Shares of ` 10/- each;partly paid up ` 5/- per share 40 000 40 000

4 00 77 000 4 00 77 000Note :During the period of five financial years immediately preceeding the Balance Sheet date, the company has not:(i) allotted any fully paidup equity shares by way of bonus shares;(ii) allotted any equity shares pursuant to any contract without payment being received in cash;(iii) brought back any equity shares

(d) Reconciliation of number of shares Number of Equity SharesParticulars 2014-2015 2013-2014Opening at beginning of the year 4011700 4011700Add : Issued during the year 0 0Balance at the end of the year 4011700 4011700

(e) Rights, Preferences and Restrictions

The authorised share capital of the Company has only one class of shares referred to as ‘equity shares’ having apar value of ` 10/- each. The rights and privileges to equity shareholders are general in nature and defined underthe Articles of Association of the Company and as allowed under Companies Act.

The equity shareholders shall have:

(i) right to vote in shareholder’s meeting. Where voting is to be made on a show of hands, every member presentin person and holder of equity share, shall have one vote and in case of poll, the voting rights shall be inproportion to the shares in the paid up capital of the Company;

(ii) right to receive dividend in proportion to the amount of capital paid up on the shares held ;

The shareholders are not entitled to exercise any voting right either personally or proxy at any meeting of theCompany in cases calls or other sums payable have not been paid.

(f) Details of Shareholdings

Shareholders holding more than 5% shares

Number of Equity Shares Percentage (%) of holdingParticulars 2014-2015 2013-2014 2014-2015 2013-2014Mr. Ravi Malhotra 30 02 400 30 02 400 74.99% 74.99%Mrs Rajika Malhotra 6 00 100 6 00 100 14.99% 14.99%

24

[Amount in `]As at As at

31st March, 31st March,2015 2014

3 Reserves and surplusSecurity Premium Reserve 6 88 62 000 6 88 62 000General ReservesOpening Balance 47 23 58 111 44 78 58 111Add: Current Year Transfer 3 50 00 000 2 45 00 000Less: Adjustment due to change in useful life of asset 45 174 0Closing Balance 50 73 12 937 47 23 58 111Surplus / (Defic it) in Statement of Profit & LossBalance as per previous financial statements 3 73 37 816 2 49 11 899Add : Profit for the year 6 38 60 466 3 69 25 917Balance available for appropriation 10 11 98 282 6 18 37 816Less: Transfer to Reserves 3 50 00 000 2 45 00 000Net Surplus / (Def icit) 6 61 98 282 3 73 37 816

64 23 73 219 57 85 57 927

4 Deferred tax liabilit ies (Net)Deferred Tax LiabilitiesOf Fixed Assets 0 7 14 478Net Deferred Tax Liability / (Asset) 0 7 14 478

5 Trade payableFor Expenses 9 82 810 10 10 077

9 82 810 10 10 077

There are no amounts due to the suppliers covered under Micro, Small & Medium Enterprises Development’ 2006. Thisinformation takes into account suppliers who have responded to the inquiry made by the Company fo this purpose.Amount payable to related party ` 850000 /- (P.Y. ` 880000/-)

6 Other current liabilit iesOthers PayableStatutory Dues 11 236 11 236

11 236 11 236

25

7 TANGIBLE ASSETS [Amount in `] Gross Block at Cost Depreciat ion / Amort isation Net Book Value

Description As at Additions Deletions/ As at Up to For the Deletions/ Up to As at As atof Assets April 01, during the Adjustment March 31, March 31, year Adjustment March 31, March 31, March 31,

2014 year during 2015 2014 during 2015 2015 2014the year the year

Land 8 09 071 0 50 000 7 59 071 0 0 0 0 7 59 071 8 09 071

Building 42 47 716 0 4 91 035 37 56 681 17 62 492 1 37 047 3 76 488 15 23 051 22 33 630 24 85 224

Furniture & Fixture 9 75 221 0 0 9 75 221 8 21 709 59 577 ( 45 174) 9 26 460 48 761 1 53 512

Vehicle (seenote below) 1 44 65 773 0 13 86 617 1 30 79 156 32 59 676 36 97 441 12 33 722 57 23 395 73 55 761 1 12 06 097

Total 2 04 97 781 0 19 27 652 1 85 70 129 58 43 877 38 94 065 15 65 036 81 72 906 1 03 97 223 1 46 53 904

Previous Year 1 63 91 183 1 30 10 896 89 04 298 2 04 97 781 53 94 739 22 85 461 18 36 323 58 43 877 1 46 53 904

Note :

1. The legal ownership of vehicle (Mercedez Benz) ` 37,50,767/- is in the name of director on behalf of company.

2. Note: (*) The amount of adjustment is net of ` 45,174/- being the written down value of assets adjusted against retained earnings due to change in usefullife of the assets.

3. Depreciation expense for the year would have been lower by Rs. 11,38,599/-, had the company continued with the previous assessment of the useful lifeof such assets.

As at 31st March, 2015 As at 31st March, 20148 Non current investments Number of Number of

Shares Value ` Shares Value `

Other InvestmentsNon-Traded Investments(a) Investments in Equity

Instruments (Quoted)Arihant Enterprises Limited 89000 8 90 000 89000 8 90 000(Equity shares of ` 10/- each)Reliance Industries Ltd 45500 4 45 00 530 0 0(Equity shares of ` 10/- each)Bharti Airtel Ltd. 37500 1 09 44 930 37500 1 09 44 930(Equity shares of ` 5/- each)NHPC Ltd. 220000 68 60 209 220000 68 60 209(Equity shares of ` 10/- each)NTPC Ltd. 35000 65 81 130 25000 51 95 484(Equity shares of ` 10/- each) 6 97 76 799 2 38 90 623

(b) Investment In Debentures(Quoted) No. of Units Value No. of Units Value

NTPC Ltd.(Face Value of ` 12.50/- each) 35000 4 37 500 0 0

4 37 500 0(c) Investment in Mutual Fund

(Unquoted)

BNP Paribas Overnight Fund 0 0 7153998 7 15 75 036Franklin India Flexi Cap Fund 4877463 7 50 00 000 2509112 3 50 00 000HDFC Top 2000 Fund 1239153 6 04 47 421 741059 3 54 47 421HDFC Balanced Fund 2565438 7 00 00 000 0 0IDFC Premier Equity Fund 2094522 5 01 91 071 1380196 3 01 27 889IDFC Arbitrage Fund 2105450 2 65 09 192 0 0L & T FMP- Series VIII Plan D 0 0 5000000 5 00 00 000Reliance Regular Savings Fund 1829418 4 00 00 000 1621620 3 50 00 000SBI Emerging Businesses Fund 2791315 5 00 00 000 2791316 5 00 00 000SBI MF- MSFU Contra Fund 1399589 3 50 00 000 1098300 3 00 00 000Sundaram Energy Opportunities Fund 0 0 1500000 1 50 00 000Sundaram Select Midcap Fund 2730511 6 00 00 000 1557624 3 00 00 000Reliance Medium Term Fund 0 0 2987123 5 10 67 548

46 71 47 684 43 32 17 894

53 73 61 983 45 71 08 517

Aggregate market value of quoted investments ` 6,22,86,900/- (P.Y. ` 1,91,59,500/-)

26

[Amount in `]As at As at

31st March, 31st March,2015 2014

9 Deferred Tax Asset (Net)Deferred Tax AssetsFixed Assets (Depreciation Difference) 1 04 229 0Deferred Tax LiabilitiesDisallowance as per Income Tax Act,1961 0 0Net Deferred Tax Asset / (L iability) 1 04 229 0

10 Long term loans and advances(Unsecured, considered good unless otherwise stated)Advances for Capital items 5 000 5 000Advance Payment of Tax (Net of Provisions) 38 82 609 31 37 544Security Deposits 14 300 14 300Loans 0 1 27 09 700

39 01 909 1 58 66 544

Amount receivable from related parties, directors and officers ` NIL (P.Y. ` NIL).11 Other Non Current Assets

Other BalancesFixed Deposit with Bank with maturity more than 12 months 11 45 26 935 10 59 35 160

11 45 26 935 10 59 35 160

12 Cash and Cash EquivalentsBalances with Bank 1 71 25 569 2 42 46 928Cash on Hand 26 417 50 553

1 71 51 986 2 42 97 481

13 Other Current AssetsDividend Accrued on MF Units 0 25 09 112

0 25 09 112

[Amount in `]2014-2015 2013-2014

14 Revenue from operationsDividend 5 18 87 994 3 11 69 209

5 18 87 994 3 11 69 209

15 Other IncomeInterest Income 95 46 417 85 30 962Profit on sale of Investment (Net) 30 45 304 0VAT Refund 9 64 568 0Mics Income 4 839 0

1 35 61 128 85 30 962

16 Employees Benefits ExpensesSalary, Allowances, Wages & Bonus 40 34 594 38 28 818Staff Welfare expenses 10 623 11 096

40 45 217 38 39 914

27

[Amount in `]2014-2015 2013-2014

17 Other ExpensesRepairs and MaintenanceBuildings 96 000 96 000Vehicles expenses 2 18 804 1 92 637Others 0 3 200

3 14 804 2 91 837Other ExpensesRates & Taxes 1 63 515 6 47 006Insurance Premium 18 838 7 616Electrical expenses 90 864 86 225Postage, Telegrams and Telephones 69 009 94 058Legal and professional fees 92 786 3 13 697Auditors remuneration 1 12 360 1 12 360Miscellaneous expenses 3 70 132 5 28 345

9 17 504 17 89 307

12 32 308 20 81 144Auditors Remuneration :As Auditor 56 180 56 180For tax matters 56 180 56 180

1 12 360 1 12 36018 Earning per Equity Share

Net Profit/(Loss) for the year ` 6 38 60 466 3 69 25 917Number of equity shares 40 03 700 40 03 700Nominal value of the share ` 10 10Basic Earnings per Share ` 15.95 9.22Diluted Earnings per Share ` 15.95 9.22

19 Business OperationsThe company was in the business of manufacturing, running a steel rolling mill till October, 2012 and had also investmentsin mutual funds, shares and deposit with banks etc.Pursuant to closure of manufacturing activities the entire fund used as working capital to run the business are alsosurplus and invested in mutual funds, liquid funds, bank fix deposits etc. It is uncertain as to what new activity thecompany would be able to start, this activity has thus been included in the main objects clause of the company.On advice of its legal counsel, the company has approached Reserve Bank of India seeking advice about the legalregulatory compliances the company is required to undertake, if any, regarding the provision relating to Non BankingFinancial Companies. The company has approached Reserve Bank of India on 29/05/2014 but has not yet receivedresponse from Reserve Bank of India. The income from aforesaid investment has been considered as “Revenue fromOperation”.

20 Pursuant to section 203 of The Companies Act, 2013 (“the act”), every listed company is required to appoint whole timeKey Managerial Personnel as referred at section 2(51) of the act. The company is still in process of appointing the ChiefFinancial Officer and the Company Secretary.

21 In the opinion of the Board, current assets, loans & advance are approximately of the value stated, if realized in theordinary course of business.

22 The Company’s operation fall under single segment namely investment in securities. Hence segment reporting is notapplicable

23 Related Party Disclosures

As required by accounting standard – AS 18 “Related Parties Disclosure” issued by The Institute of Chartered Accountantsof India are as follows:

(a) List of related parties with whom transactions have taken place during the year and relationship:

Sr.No. Name of related party Relationship

1 Mr. Ravi Malhotra, Managing Director Key Management Personnels2 Mrs. Rajika Malhotra, Whole time Director Director3 Mr. N. C. Kapadia (Resigned on 30 May, 2014) Director

28

(b) Transactions with related parties[Amount in `]

Sr.No. Nature of transaction 2014-2015 2013-2014

(i) Remuneration, Managing Director - Mr. Ravi Malhotra 26 81 240 26 74 818(ii) Remuneration, Whole Time Director - Mrs. Rajika Malhotra 4 25 000 4 40 000(ii) Remuneration to Director Mr. N. C. Kapadia 36 000 96 387

(c) Outstanding Balances

Due by Company

- Remuneration, Key Management Personnel

Mr. Ravi Malhotra 4 25 000 4 40 000

Mrs. Rajika Malhotra 4 25 000 4 40 000

24 In accordance with the requirements of Accounting Standard 28 (AS-28) on “Impairment of Assets” the Company hascarried out necessary assessment to access the impairment loss of assets. Based on such assessment since there isno impairment of assets no adjustment in respect thereto is required to be made in the accounts.

25 (a) Profit & Loss Account includes Managerial Remuneration to whole time Directors as under:

[Amount in `]

Particulars 2014-2015 2013-2014

Salary 21 36 000 21 96 387

Perquisites Calculated under Income Tax Act,1961 1 56 240 1 34 818

Commission 8 50 000 8 80 000

Total : 31 42 240 32 11 205

(b) Computation of Net Pro fit under Section 349 of the Companies Act, 1956 :[Amount in `]

Particulars 2014-2015 2013-2014

Profit before taxes as per Profit & Loss Account 7 23 69 390 4 01 90 702Add: Directors Remuneration 31 42 240 32 11 205

Loss on sale of Investments 0 8 59 975Less: Profit on Sale of Investment(net) 30 45 304 0

Capital Profit on sale of Asset 2 86 54 453 0Net Profit as per Section 198 4 38 11 873 4 42 61 882Commission to Directors 8 50 000 8 80 000

26 Expenditure in Foreign Currency NIL NIL27 Earning in Foreign Exchange NIL NIL28 CIF Value of Imports NIL NIL29 The previous year’s figures have been reworked, regrouped and reclassified wherever necessary so as to make them

comparable with those of the current year.









29

SIRHIND STEEL LIMITEDCIN: L28129GJ1977PLC003002

Registered office: 7th floor, Shalin, Ashram Road, Ahmedabad 380 009

Ledger Folio No. /Client ID _____________________

I/We_________________________________________of__________________ In the district of

_______________________________ being a member/members of SIRHIND STEEL LIMITED hereby appoint

_______________________of ___________________________________ in the district of__________________ or

failing him _____________________ of _______________ in the district of _____________________ as my/our

proxy to vote for me/us on my/our behalf at the 38 th Annual General Meeting of the Company to be held on

Wednesday,30 th September, 2015 at 10.00 A.M. and at any adjournment thereof in respect of such resolutions as

are indicated below:

Resolution No.:

1 To receive, consider and adopt the Balance Sheet as at March 31, 2015 and the Profit and Loss Account for theyear ended on that date together with the Reports of the Directors and Auditors thereon.

2 Appoint a director in place of Mr. Amal Dhru (DIN: 00165145), who retires by rotation and who has shown hisunwillingness for reappointment.

3 Appointment of Statutory Auditors of the Company and authorize the Board of Directors to fix their remuneration.

4 Appointment of Mr. Nipun Sunil Kapur (DIN: 07246592) as Independent director for Five years (31.07.2015 to30.07.2020).

5 Appointmentof Mrs.Manvata Chandan Kapur (DIN: 07246650) as Independent director for Five years (31.07.2015to 30.07.2020).

Signed this ________________ day of _____________,2015.

Folio No. / Client ID ————————————————

No. of shares held ———————————————

Note: The form duly completed should be deposited at the Registered Office of the Company at 7th Floor ShalinAshram Road, Ahmedabad-380009 not later than 48 hours before the time of the meeting.

AffixRevenueStamp

If undelivered, return to :

SIRHIND STEEL LIMITED7th floor, Shalin, Ashram Road,Ahmedabad 380 009

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