MUKAND ALLOY STEELS PRIVATE LIMITED

CIN: U27310MH2015PTC260936

3RD ANNUAL REPORT - YEAR ENDED 31ST MARCH, 2017

Board of Directors

Mr. Arvind M. Kulkarni (DIN: 01656086) -- Chairman

Mr. Umesh V. Joshi (DIN: 00152567) -- Director

Auditors Mr. D. K. Doshi, Chartered Accountant (Membership No. 011674)

Registered Office Flat No. 11, 7 West Wing, Shah House, Janki Kutir, Juhu Tara Road, Vile Parle (W)

Mumbai 400 049 Tel: 022 – 61216666 Fax: 022 - 22021174

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DIRECTORS’ REPORT

Dear Members,

Your Directors take pleasure in presenting the Third Annual Report on the business and operations of the Company along with the audited financial statements for the period ended 31st March 2017.

1. Financial Results

The Company is yet to commence commercial operations. The loss for the period ended March 31, 2017 is Rs. 2,06,190/-.

2. Review of Operations

The Board of Directors of the Company on 12th January, 2017, has considered and approved, a scheme of arrangement and amalgamation amongst the Company, Mukand Limited and Mukand Vijayanagar Steel Limited and their respective shareholders and creditors under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 for transfer of Alloy Steel Rolling & Finishing business of Mukand Limited. The Appointed Date for Slump Sale and Amalgamation under the Scheme is 1st January, 2017. The Scheme is subject to the approval of the shareholders, creditors and other competent statutory/regulatory authorities. An application in this regard has been filed with the National Company Law Tribunal.

3. Dividend

The Directors do not recommend any dividend for the period under review.

4. Transfer to Reserves

No amount was transferred to General Reserves during the period under review.

5. Material Changes and Commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report.

6. Share Capital

The paid up Equity Share Capital of the Company was Rs. 1,00,000/- as on 31st March 2017. There was no public issue, rights issue, bonus issue or preferential issue etc. during the period under review. The Company has not issued any shares with differential voting rights, sweat equity shares nor has it granted any stock options during the period under review.

Mukand Alloy Steels Pvt. Ltd.

Regd. Regd. Regd. Regd. Office:Office:Office:Office:

Flat no. 11, 7 West Wing, Shah House, Janki Kutir, Juhu Tara Road, Vile Parle (W), Mumbai - 400049 CIN: U27310MH2015PTC260936

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7. Deposits

The Company has neither accepted nor renewed any deposits during the period under review.

8. Disclosure of Orders Passed by Regulators or Courts or Tribunal

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

9. Particulars of Loans, Guarantees and Investments

The Company has neither given any loans/guarantees to any other entity nor has made any investments during the period under review.

10. Related Party Transactions

There were no related party transactions entered into by the Company during the period under review which attracted the provisions of Section 188 of the Companies Act, 2013 as all related party transactions that were entered into by the Company during the year were on an arm’s length basis and were in the ordinary course of the Company's business. Hence there are no transactions which are required to be disclosed in Form AOC-2.

11. Director’s Responsibility Statement

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made therefrom;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended as at 31st March, 2017 and of the loss of the Company for the said period;

iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the Company being a private company, sub-clause(e) of section 134(3) of the Companies Act, 2013 pertaining to internal financial controls is not applicable to the Company; and

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

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12. Extract of Annual Return The extract of the Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013, in the prescribed Form MGT- 9 is annexed to this report as Annexure A.

13. Board of Directors & Board Meetings There was no director who was appointed/ceased/re-elected/reappointed during the year under review. As per the Articles of Association of the Company, the Directors are not liable to retire by rotation. None of the Directors draw any remuneration from the Company. The Board of Directors of the Company met six times during the year under review on 20/05/2016, 09/09/2016, 18/11/2016, 30/12/2016, 12/01/2017 and 22/03/2017. The particulars of attendance of the Board of Directors at the said meetings are provided in the table below.

Name of Director Number of Board

Meetings held during the year

Number of Board Meetings attended

during the year

Mr. Arvind M. Kulkarni 6 6

Mr. Umesh V. Joshi 6 6

14. Declaration of Independence

The provisions of Section 149 for appointment of Independent Directors are not applicable to the Company.

15. Corporate Social Responsibility (CSR)

The Company has not crossed the threshold limits as specified in Section 135 of the Companies Act, 2013. Hence, the provisions of Section 135 of the Companies Act, 2013 relating to CSR initiatives which need to be undertaken by a Company are not applicable to the Company.

16. Risk Management Policy

The Company is in the process of acquiring the alloy steel business of Mukand Ltd. The process of identification and evaluation of various risks inherent in the business environment of the Company will be put in place on acquisition of the said business.

17. Adequacy of Internal Financial Controls

The Company has adequate internal control systems commensurate with its current size of operations and to ensure proper recording and accounting of financial and operational information in compliance with regulatory and statutory requirements applicable to the Company.

I. REGISTRATION AND OTHERS DETAILS

i) CIN U27310MH2015PTC260936

ii) Registration Date 15/01/2015

iii) Name Of The Company MUKAND ALLOY STEELS PRIVATE

LIMITED

iv) Category /Sub-Category Of The Company Company having Share Capital

v) Address of the Registered office and contact details Flat No. 11, 7 West Wing, Shah House,

Janki Kutir, Juhu Tara Road, Vile Parle

(W), Mumbai, 400049

Ph: 022 61216666

Fax: 022 22021174

vi) Whether Listed Company (Yes/No) No

vii) Name, Address and Contact details of Registrar and Transfer Agent,

if any

Not Applicable

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sr.

No.

Name and Description of Main Products/ Services NIC Code Of The Product /Service % to total turnover of the

Company

Manufacture of Alloy Steel bars, rods, structurals, rails 27151 0% *

III.

Sr.

No.

Name and Address of the Company CIN / GLN Holding/ Subsidiary/

Associate

% of shares

held

Applicable

Section

1 Mukand Limited L99999MH1937PLC002726 Holding 100.00 2(46)

ANNEXURE - A

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Mukand Alloy Steels Private Limited

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the period ended on 31st March, 2017

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

All the business activities contributing 10 % or more of the total turnover of the company shall be started

CIN: U27310MH2015PTC260936

*The Company is yet to commence its operations

IV.

Categary of Shareholders % change during

the year

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total Shares

A. Promoters

1. Indian

a. Individual/HUF 0 0 0 - 0 0 0 - -

b. Central Govt. 0 0 0 - 0 0 0 - -

c. State Govt. 0 0 0 - 0 0 0 - -

d. Bodies Corp. 0 9900 9900 99.00 0 10000 10000 100.00 1.00

e. Bank/ FI 0 0 0 - 0 0 0 - -

f. Any Other 0 0 0 - 0 0 0 - -

Sub-Total (A)(1) 0 9900 9900 99.00 0 10000 10000 100.00 1.00

2. Foreign -

a. NRI- Individuals 0 0 0 - 0 0 0 - -

b. Other Individuals 0 0 0 - 0 0 0 - -

c. Bodies Corporate 0 0 0 - 0 0 0 - -

d. Banks/FI 0 0 0 - 0 0 0 - -

e. Any Other 0 0 0 - 0 0 0 - -

Sub-Total (A)(2) 0 0 0 - 0 0 0 - -

Total Shareholding Of Promoter (A) =

(A)(1) + (A)(2)

0 9900 9900 99.00 0 10000 10000 100.00 1.00

B. Public Shareholding

1. Institutions

a. Mutal Funds 0 0 0 - 0 0 0 - -

b. Bank/ FI 0 0 0 - 0 0 0 - -

c. Central Govt. 0 0 0 - 0 0 0 - -

d. State Govt(s) 0 0 0 - 0 0 0 - -

e. Venture Capital Funds 0 0 0 - 0 0 0 - -

f. Insurance Companies 0 0 0 - 0 0 0 - -

g. FIIs 0 0 0 - 0 0 0 - -

h. Foreign Venture Capital 0 0 0 - 0 0 0 - -

i. Others (specify) 0 0 0 - 0 0 0 - -

Sub-Total (B)(1) 0 0 0 0.00 0 0 0 0.00 -

2. Non- Institutions

a. Body Corporate

i. Indian 0 100 100 1.00 0 0 0 - -1.00

ii. Overseas 0 0 0 - 0 0 0 - -

b. Individuals

i. Individual shareholders

holding nominal share capital

upto Rs. 1 lakh

0 0 0 - 0 0 0 - -

ii. Individual shareholders

holding nominal share capital

in excess of Rs. 1 lakh

0 0 0 - 0 0 0 - -

c. Others (specify)

i.Clearing members 0 0 0 - 0 0 0 - -

ii.NRIs 0 0 0 - 0 0 0 - -

iii.Trusts (Employee Welfare Funds) 0 0 0 - 0 0 0 - -

iv.Non Promoter - Non Public

Employee Welfare Funds

0 0 0 - 0 0 0 - -

Sub-Total -B-(2) 0 100 100 1.00 0 0 0 0.00 -1.00

Total Public Shareholding (B) = (B)(1) +

(B)(2)

0 100 100 1.00 0 0 0 0.00 -1.00

C. Shares held by Custodian for GDRs &

ADRs

0 0 0 0.00 0 0 0 0.00 -

Grand Total (A+B+C) 0 10000 10000 100.00 0 10000 10000 100.00 -

No. of Shares % of total shares

of the Company

% of shares

pledged/

encumbered to

total shares

No. of Shares % of total shares

of the Company

% of shares

pledged/

encumbered to

total shares

1 Mukand Limied 9900 99.00 0.00 10000 100.00 0.00 1.00

TOTAL 9900 99.00 0.00 10000 100.00 0.00 1.00

Shareholder's NameSr.

No.

SHARE HOLDING PATTERN (Equity Share Capital Breakup as Percentage of Total Equity)

i) Categary-wise Share Holding

ii) Shareholding of PromotersNo. of shares held of the beginning of the year (01st

April, 2016)

No. of shares held of the end of the year (31st March,

2017)

% Change in

shareholding

during the year

No. of shares held of the beginning of the year (01st April, 2016) No. of shares held of the end of the year (31st March, 2017)

No. of Shares % of total shares

of the Company

No. of Shares % of total shares

of the Company

At the begining of the year 9900 99.00 9900 99.00

Date wise increase/ decrease in Promoters

Shareholding during the year specifying the

reasons for increase / decrease (e.g.

Allotment / transfer/ bonus/ sweat equity

etc.)

# # # #

At the end of the year 10000 100.00 10000 100.00

Sr.

No.Name Date

increase/decrease

in shareholdingReason

No. of Shares % of total shares

of the Company

No. of Shares % of total shares

of the CompanyAt the beginning of the year 9900 99.00

1 Mukand Limited 100 1.00 30/12/2016 100 Purchase/

Acquisition

10000 100.00

At the end of the year 10000 100.00

Sr.

No.

For Each of the top 10 Shareholders No. of Shares % of total shares

of the Company

No. of Shares % of total shares

of the Company

1 Jeewan Limited 100 1.00 0 0.00

Sr.

No.

Date increase/ decrease

in shareholding

Reason

For Each of the Directors & KMP No. of Shares % of total shares

of the Company

No. of Shares % of total shares

of the Company

Directors

1 Arvind M. Kulkarni* - Chairman 100 1.00 27/01/2015 - - 100 1.00

2 Umesh V. Joshi* 100 1.00 27/01/2015 - - 100 1.00

# Change in Promoters' Shareholding

Shareholding at the beginning of

the year (1st April, 2016) / at the end of

the year (31st March, 2017)

Cumulative Shareholding during the

year (1st April, 2016 to 31st March,

2017)

No. of shares held of the beginning

of the year (01st April, 2016)

iii) Change in Promoters' Shareholding (please specify, if there is no change)Sr.

No.

No. of shares held of the beginning

of the year (01st April, 2016)

Cumulative Shareholding during the

year

Shareholding at the beginning of

the year (01st April, 2016) / at the end

of the year (31st March, 2017)

Note:

Cumulative Shareholding during the

year

*Mr. Arvind M. Kulkarni and Mr. Umesh V. Joshi hold shares as nominees of Mukand Limited

Shareholding at the end of the year

(31st March, 2017)

v) Shareholding of Directors and Key Managerial Personnel

iv) Shareholding pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

V.

(Amount in Rupees) Secured Loans

excluding

deposits

Unsecured Loans Deposits Total Indebtedness

INDEBTEDNESS AT THE

BEGINNING OF THE FINANCIAL

YEAR

i.Principal Amount - - -

ii.Interest due but not paid - - -

iii.Interest accrued but not due - - -

Total (i+ii+iii) - - -

Changes in indebtedness during the

financial year

*Addition - - -

*Reduction - - -

Net Change - - -

INDEBTEDNESS AT THE END OF

THE FINANCIAL YEAR

i.Principal Amount - - -

ii.Interest due but not paid - - -

iii.Interest accrued but not due - - -

Total (i+ii+iii) - - -

VI.

Sr

No

Particulars Of Remuneration

(in Rs.)

1 Independent Directors

Fee for attending Board Meetings -

Committee Meetings -

Commission -

Others, please specify

TOTAL (1) -

2 Other Non-Executive Directors

Fee for attending Board Meetings -

Committee Meetings -

Commission -

Others, please specify -

TOTAL (2) -

TOTAL (B) = (1+2) -

Total Managerial Remuneration

Overall Ceiling as per the Act

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Mr. Umesh V. Joshi

-

-

-

B. Remuneration to other directors:

Name of DirectorsTotal Amount

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

The Company has not appointed any Key Managerial Personnel during the period under review.

INDEBTEDNESS

Indebtedness of the Company including interest outstanding/ accrued but not due for payment

The Company

has neither

invited nor

renewed any

Deposits

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director , Whole-Time Directors and /or Manger :

The Company has not appointed any Key Managerial Personnel during the period under review.

Mr. Arvind M. Kulkarni