Bengal Steel Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your Directors have pleasure in presenting their 77^tn Annual Report together with the
Standalone and Consolidated Audited Accounts of the Company for the financial year ended
31^st March, 2024.

COMPANY PERFORMANCE

	2023 - 2024	2022- 2023
FINANCIAL RESULTS	Rs. In Lakhs	Rs. In Lakhs
Total Income	48.00	71.52
Net Profit before Tax	9.22	22.42
Less: Provision for Taxation	1.44	3.50
Net Profit after Tax	7.78	18.93
Add: Opening Balance in Statement of Profit & Loss	490.25	471.33
Closing Balance	498.04	490.25

DIVIDEND

The Directors have considered to plough back the profit in business for better financial
strength and as such they have not recommended any dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review is appended below:

A. BUSINESS

The Company is presently engaged in the business of Steel Manufacturing and Fabrication,
Real Estate and Other Allied Services. Arrangements are in hand to diversify its line of
business for the future growth and prosperity.

B. REVIEW OF OPERATIONS & FUTURE PROSPECTS

The operations of the Company were stable during the year under review. The Board of
your Company is exploring alternatives for improving its operations for long term growth,

C. OPPORTUNITIES AND THREATS, RISKS AND CONCERNS

Your Company''s objective is to effect improvement in its operations. However, the
Company is exposed to threats and risks, as faced by other organizations in general and
those engaged in similar business, like adverse changes in the general economic and market
conditions, changes in Government policies and regulations etc.

D. INTERNAL CONTROL SYSTEM

The Company has Internal control procedures commensurate with the nature of its business
and size of its operations. The objectives of these procedures are to ensure efficient use and
protection of Company''s resources, accuracy in financial reports and due compliance of
applicable statutes and Company''s norms, policies and procedures.

E. HUMAN RESOURCES

There was no loss of work or any human resource related problem during the year.
DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. V.N. Agarwal (DIN: 00408731) Director, retires by rotation at the ensuing Annual
General Meeting (AGM) and being eligible offers himself for re-appointment. His brief
resume is attached to the Notice of the said Meeting.

Ms. Neha Mehra was appointed as the Chief Financial Officer (CFO) of the Company with
effect from 22^nd May, 2023 on recommendation of the Nomination and Remuneration
Committee in terms of Section 203 of the Companies Act, 2013.

NUMBER OF BOARD MEETINGS HELD

During the Financial Year 2023-24, Seven (7) Board Meetings were held on 3^fd May, 2023,
22^nd May, 2023, 29^th May, 2023, 9^th August, 2023, 8^th November, 2023, 4^th December, 2023
and 1^st February, 2024.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act, 2013 your Board of Directors
confirms that:-

(a) in the preparation of the Annual Accounts for the financial year ended 31^st March,
2024, the applicable accounting standards had been followed along with proper
explanation relating to material departures;

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

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

(d) the annual accounts of the Company have been prepared on a "going concern"
basis;

(e) the directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and

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

POLICY FOR DIRECTORS APPOINTMENT

The Company believes that in order to ensure that the Board of Directors can discharge
their duties and responsibilities effectively; it aims to have a Board with optimum
combination of experience and commitment with the presence of Independent Directors.

Such Board can provide a long term plan for the Company''s growth, improve the quality of
governance and increase the confidence of its members.

The Company has a policy in terms of Section 178(3) of the Companies Act, 2013 on
directors'' appointment and remuneration including the criteria for determining their
qualifications, positive attributes and independence.

BOARD EVALUATION

The Board has evaluated the effectiveness of its functioning and that of the Committees and
of individual Directors by seeking inputs on various aspects of Board/Committee
Governance and considered and discussed in details the inputs received from the Directors.

AUDIT COMMITTEE

The Audit Committee as on 31^st March, 2024 comprised of Mr. S.K. Roychowdhury as the
Committee Chairman and Mr. V.N. Agarwal and Mr. G.K. Agarwal as the other Members. All
the recommendations made by the Audit Committee during the financial year under review
were considered by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee as on 31^st March, 2024 comprised of Mr.
V.N. Agarwal as the Committee Chairman and Mr. S.K. Roychowdhury and Mr. G.K. Agarwal
as the other Members. All the recommendations made by the Nomination and
Remuneration Committee during the financial year under review were considered by the
Board.

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors meet the criteria of being Independent (as prescribed in the
Companies Act, 2013 and the Listing Regulations) and an Independency Certificate from
them have been obtained.

ANNUAL RETURN

As provided under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the
Annual Return as on 31^st March, 2024 in Form MGT-7 is available on the Website of the
Company at: http://www.bengalsteel.co.in/investor.php.

STATUTORY AUDITORS

M/s S. Ghose & Co. LLP, Chartered Accountants (Firm Registration No. 302184E/E300007)
Statutory Auditor of the Company were appointed to hold office for a term of five years
commencing from the Financial Year 2022-23 till the conclusion of the AGM of the Company
to be held in the year 2027.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules there
under, the Board of Directors of the Company has appointed a Practicing Company
Secretary to conduct the Secretarial Audit of the Company for the Financial Year 2023-24.
The Secretarial Audit Report for the financial year ended 31^ March, 2024 is annexed
herewith as Annexure A.

COST AUDIT

The Company is not required to maintain cost records in terms of Section 148(1) of the
Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company with its Related Parties
during the financial year were on arm''s length basis and in the ordinary course of business.
Hence the provisions of Section 188 of the Companies Act, 2013 and disclosure in Form
AOC-2 are not applicable. The transactions with Related Parties are disclosed in the Notes to
the Financial Statements.

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

Details of Loans, Investments and Guarantees, if any, given/made by the Company are
disclosed in the Notes to the Financial Statements.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section
73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and
no public deposits were outstanding or remained unclaimed as on 31^st March, 2024.

SUBSIDIARY COMPANY

Pursuant to Section 129(3) of the Companies Act, 2013 and the Rules thereunder, a
Statement containing the salient features of the financial statements of the Company''s
Subsidiary Company in Form AOC-1 has been enclosed with the Consolidated Financial
Statements of the Company.

The overall performance of the Company and its Subsidiary''s share during the period under
review is detailed in Form AOC-1.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil
Mechanism for Directors and Employees has been established, details of which are given on
the website of the Company.

INTERNAL FINANCIAL CONTROL

The Company''s internal financial control systems are commensurate with the Company''s
size and nature of business enabling it to safeguard assets, prevent and detect frauds 3s well
as other irregularities.

RISK MANAGEMENT

Risk Management is the process of identification, assessment and prioritization of risks to
minimize/mitigate/monitor the probability and/or impact of unfortunate events. Risk
Management Policy enables the Company to manage such uncertainties and changes in the
internal and external environment to reduce their negative impact. The Board of Directors
of the Company, as and when needed, develops such policies for assessing and managing
the risks in accordance with the requirements of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

Disclosures in terms of Section 197(12) of the Companies Act, 2013 and the Rules made
there under in respect of Directors'' Remuneration, were not applicable to the Company
during the year ended 31^st March, 2024 as no remuneration is being paid to Directors other
than sitting fees for attending the Board Meetings.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

Particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014 were not applicable to the Company during the year
ended 31^st March, 2024.

ACKNOWLEDGEMENTS

Your Directors would like to thank shareholders, bankers and all other business associates
for the continuous support given by them to the Company.

FOR AND ON BEHALF OF THE BOARD

PLACE: KOLKATA j \

DATE: 22^no APRIL, 2024 DIRECTORS

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 67th Annual Report together with the Audited Accounts of the company for the Financial year ended 31 st March, 2014.

2013 - 2014 2012 - 2013 (Rs) (Rs)

FINANCIAL RESULTS

Total Revenue 4,800,000 4,802,100

Profit before Depreciation 826,393 3,831,743

Less : Depreciation 160,215 206,528

Net Profit before Taxation 666,178 3,625,215

Less : Provision for Taxation 32,000 585,000

Net Profit after Taxation 634,178 3,040,215

Add : Balance Brought forward 38,691,295 35,651,080

Balance Carried Forward to 39,325,473 38,691,295 Balance Sheet

COMPANY PERFORMANCE:

In the light of challenging business conditions, the working results of your Company during Financial year ended on 31st March, 2014 was satisfactory.

DIVIDEND:

The Directors have considered to plough back the profit in business for better financial strength and as such they have not recommended any dividend for the year under review.

CORPORATE GOVERNANCE:

The Principles of Good Corporate Governance through professionalism, accountability, transparency, trusteeship and control have always been followed by your Company and it has complied with all the applicable provisions of Corporate Governance as per clause 49 of the Listing Agreements with the Stock Exchanges.

A separate Report on Corporate Governance as prescribed by the Listing Agreements forms part of the Annual Report 2013-14 along with the Auditor''s Certificate on its compliance in Annexure "A”.

DIRECTORS:

Mr. V. N. Agarwal, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 the Directors state as follows:-

i) That in the preparation of the Annual Accounts for the Financial year ended 31 st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) That 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 your company at the end of the Financial year and of the profit or loss of your company for that period;

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

iv) That the Directors had prepared the Annual Accounts for the Financial year ended 31 st March, 2014 on a "going concern” basis.

AUDITORS:

M/s J. N. Banerjee & Co., Chartered Accountants, Auditors of the Company, hold office till the conclusion of this Annual General Meeting. They have expressed their willingness to continue as the Statutory Auditors of the Company, if so reappointed and have furnished to the Company the requisite certificate to the effect that their re- appointment if effected would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. Accordingly, approval of the Shareholders will be sought at the ensuing Annual General Meeting of the Company to the re-appointment of and remuneration payable to M/s J. N. Banerjee & Co., Chartered Accountants, as Statutory Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

COMMENTS ON AUDITORS OBSERVATIONS:

As regards the observations made by the Statutory Auditor''s in their Report your Directors are of the opinion that:

i) Value of Land & Building could not be segregated in absence of adequate details and without incurring huge expenses.

ii) As per Management opinion, there is no impairment loss, due to discontinuation of operation and disposal of fixed assets of ingot plant.

iii) In the opinion of the Management, diminution in market value of investments held at costs are temporary in nature.

PUBLIC DEPOSIT:

The provisions of Section 58A of the Companies Act, 1956 and the rules framed thereunder in respect of acceptance of deposits are not applicable to your Company.

PARTICULARS OF EMPLOYEES:

Disclosures in terms of sub-section (2A) of section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to your Company.

INFORMATION AS TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provisions of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in respect of Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo are not applicable during the year under review.

CODE OF CONDUCT:

Your Company has formulated Code of Conduct which applies to Board Members and Senior Management Personnel of the Company. Confirmations towards adherence to the Code during the Financial year 2013-14 have been obtained from all the Board members and Senior Management Personnel in terms of the requirements of Clause 49 of the Listing Agreement and a declaration relating to compliance of this code during the year under review by all Board members and Senior Management Personnel has been given by the Director of the Company which accompanies this report.

ACKNOWLEDGEMENT:

Your Directors would like to thank shareholders, bankers and all other business associates for the continuous support given by them to the Company and their confidence in its management.

FOR AND ON BEHALF OF THE BOARD

V. N. AGARWAL Place: Kolkata K. K. GANERIWALA Date: 30th May, 2014 DIRECTORS

---

Mar 31, 2011

DIRECTORS' REPORT

To the Members,

Your Directors have pleasure in presenting their 64th Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2011.

FINANCIAL RESULTS : 2010-2011 2009-2010

Profit before Interest & Depreciation 25,23,979 47,86,099'

Less: Interest 2,138 8,581

Depreciation 3,04,315 3,74.338

Net Profit Before Tax 22,17,526 44,03,180

Less: Provision for Taxation 4,05,000 8,00,000

Short Provision of Tax for earlier year (9,356) 3,08.698

Net Profit after Tax 18,21,882 32,94,482

Add: Balance Brought forward 2,64,19,652 2,31,25,170

Balance Carried forward to Balance Sheet 2,82,41,534 2,64,19,652

COMPANY PERFORMANCE :

In the light of challenging business conditions, the working results of your Company during financial year ended on 31st March, 2011 was satisfactory.

DIVIDEND :

The Directors have considered to plough back the profit in business for better financial strength and as such they have not recommended any dividend for the financial year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Management Discussion and Analysis Report for the financial year under review, as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges is appended below :

A. BUSINESS

The Company is engaged in the business of Investment, Finance, Steel Fabrication and Allied Services. The manufacturing unit is located at Kolkata. Arrangements are in hand to diversify its line of business for the future growth and prosperity.

B. REVIEW OF OPERATIONS & FUTURE PROSPECTS

Your Directors sincerely feel that operations of your Company in the business of Investment, Finance and Other Services would start showing signs of improvement. Steps are in hand to achieve improvements in its business.

C. OPPORTUNITIES AND THREATS, RISKS AND CONCERNS

Your Company's objective is to effect continuous improvement in its infrastructure and facilities. However, the main causes of concern of your company in the years to come.

i) Stagnancy in the market due to general economic conditions.

ii) Inflationary trend in the market resulting in rising costs of all inputs.

iii) Reduction in the Industrial growth rate.

iv) Uncertain Government policy in use.

v) Lack of demand due to keen competition.

D. INTERNAL CONTROL SYSTEM

The Company has Internal control procedures commensurate with the nature of its business and size of its operations. The objective of these procedures is to ensure efficient use and protection of Company's resources, accuracy in financial reporting and due compliance of applicable statutes and Company's norms, policies and procedures.

The Internal Audit Report, the progress in implementation of recommendations contained in such reports and the adequacy of Internal Control Systems are reviewed by the Audit Committee of the Board at its periodical meetings.

E. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Industrial Relations were cordial during the year under review. At all levels, employees of the Company are fully committed to the growth of the Company and there was no loss of work due to any Industrial relation problem during the year.

CORPORATE GOVERNANCE:

The Principles of Good Corporate Governance through professionalism, accountability, transparency, trusteeship and control have always been followed by your Company.

A separate Report on Corporate Governance as prescribed by the Listing Agreements with Stock Exchanges forms part of the Annual Report 2010-11 along with Auditor's certificate on its Compliance in Annexure "A".

DIRECTORS :

Shri K. K. Ganeriwala, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

A Brief Resume of the above mentioned Director seeking re-appointment is attached to the Notice of the ensuing Annual general Meeting.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement of Section 217{2AA) of the Companies Act, 1956 the Directors state as follows :

(i) That in the preparation of the Annual Accounts for the financial year ended 31 t March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That 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 your company at the end of the financial year and of the profit or loss of your Company for that period;

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

(iv) That the Directors had prepared the Annual Accounts for the financial year ended 31st March, 2011 on a "going concern" basis.

AUDITORS :

Messrs J.N. Banerjee & Co., Chartered Accountants, Auditors of the Company, hold office till the conclusion of this Annual General Meeting. They have expressed their willingness to continue as Statutory Auditors of the Company, if so reappointed and have furnished to the Company the requisite certificate to the effect that their re-appointment if affected would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. Accordingly, approval of the Shareholders will be sought at the ensuing Annual General Meeting of the Company to the re- appointment of and remuneration payable to Messrs J. N. Banerjee & Co., Chartered Accountants as Statutory Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

COMMENTS ON AUDITORS OBSERVATIONS :

The Comments of the Directors on the observations made by the Statutory Auditor's in their Report are as follows :

(i) Value of Land and Building could not be segregated in absence of adequate details and without incurring huge expenses.

(ii) As per Management opinion, there is impairment loss, due to discontinuation of operation and disposal of fixed assets of ingot plant.

(iii) In the opinion of the Management, diminution in market value of investments held at costs are temporary in nature.

PUBLIC DEPOSITS :

The provisions of Section 58A of the Companies Act, 1956 and the rules framed there under in respect of acceptance of deposits are not applicable to your Company.

PARTICULARS OF EMPLOYEES :

Disclosures in terms of sub-section (2A) of section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to your Company.

INFORMATION AS TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in respect of conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo are not applicable during the year under review.

CODE OF CONDUCT :

Your Company has formulated Code of Conduct which applies to Board Members and Senior Management personnel of the Company. Confirmations towards adherence to the code during the Financial year 2010-11 have been obtained from all the Board members and Senior Management Personnel in terms of the requirements of Clause 49 of the Listing Agreement and a declaration relating to compliance of this Code during the year under review by all Board members and Senior Management personnel has been given by the Director of the Company which accompanies this report.

ACKNOWLEDGEMENTS :

Your Directors would like to thank shareholders, customers, dealers, suppliers, bankers, employees union and all other business Associates for the continuous support given by them to the Company and their confidence in its management.

For and on behalf of the Board V. N. AGARWAL

Place : Kolkata K. K. GANERIWALA

Dated : 30th May, 2011 Directors

BENGAL STEEL INDUSTRIES LIMITED

---

Mar 31, 2010

The Directors have pleasure in presenting their 63rd Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2010,

FINANCIAL RESULTS : 2009-2010 2008-2009

Rs. Rs.

Profit before Interest &

Depreciation 47,86,099 24,79,094

Less : Interest 8,581 14,662

Depreciation 3,74,338 6,48,950

Net Profit Before Tax 44,03,180 18,15,482

Less : Provision for Taxation 8,00,000 5,38,000

Short Provision of Tax for

earlier year 3,08,698 3,05,699

Provision for Fringe Benefit Tax -- 44,051

Net Profit after Tax 32,94,482 9,27,732

Add: Balance Brought forward 2,31,25,170 2,21,97,438

Balance Carried forward to

Balance Sheet 2,64,19,652 2,31,25,170

COMPANY PERFORMANCE:

In the light of challenging business conditions, the working results of your Company during financial year ended on 31st March, 2010 was satisfactory.

DIVIDEND:

The Directors have considerd to plough back the profit in business for better financial strength and as such they have not recommended any dividend for the financial year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Management Discussion and Analysis Report for the financial year under review, as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges is appended below :

A. BUSINESS

The Company is engaged in Investment, Finance, Steel Fabrication and Allied Services. The manufacturing unit is located at Kolkata. Arrangements are in hand to diversify its line of business for the future growth and prosperity.

B. REVIEW OF OPERATIONS & FUTURE PROSPECTS

Your Directors sincerely feel that operations of your Company in the business of Investment, Finance and Other Services would start showing signs of Improvement. Steps are in hand to achieve improvements in its business.

C. OPPORTUNITIES AND THREATS, RISKS AND CONCERNS

Your Companys objective is to effect continuous improvement in its infrastructure and facilities. However, the main causes of concern of your company in the years to come.

i) Stagnancy in the market due to general economic conditions.

ii) Inflationary trend in the market resulting in rising costs of all inputs.

iii) Reduction in the Industrial growth rate.

iv) Uncertain Government policy in use.

v) Lack of demand due to keen competition,

D. INTERNAL CONTROL SYSTEM

The Company has Internal control procedures commensurate with the nature of its business and size of its operations. The objective of these procedures is to ensure efficient use and protection of Companys resources, accuracy in financial reporting and due compliance of applicable statutes and Companys norms, policies and procedures.

The internal Audit Report, the progress in Implementation of recommendations contained in such report and the adequacy of Internal Control Systems are reviewed by the Audit Committee of the Board at its periodical meetings.

E. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Industrial Relations were cordial during the year under review. At all levels, employees of the Company are fully committed to the growth of the Company and there was no loss of work due to any Industrial relation problem during the year.

CORPORATE GOVERNANCE:

The Principles of Good Corporate Governance through professionalism, accountability, transparency, trusteeship and control have always been followed by your Company.

A separate Report on Corporate Governance as prescribed by the Listing Agreements with Stock Exchanges forms part of the Annual Report 2009-10 along with Auditors certificate on its Compliance in Annexure "A".

DIRECTORS :

Shri V. N. Agarwal, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

A Brief Resume of the above mentioned Director seeking re-appointment is attached to the Notice of the ensuing Annual general Meeting.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217{2AA) of the Companies Act, 1956 the Directors state as follows :

(i) That in the preparation of the Annual Accounts for the financial year ended 31 st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to materials departures;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of your Company for that period;

(iii) That the Directors had taken proper and sufficient care to the best of their knowledg and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the Annual Accounts for the financial year ended 31 st March, 2010 on a "going concern" basis.

AUDITORS :

Messrs J.N. Banerjee & Co., Chartered Accountants, Auditors of the Company, hold office till the conclusion of this Annual General Meeting. They have expressed their willingness to continue as Statutory Auditors of the Company, if so reappointed and have furnished to the Company the requisite certificate to the effect that their re-appointment if affected would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. Accordingly, approval of the Shareholders will be sought at the ensuing Annual General Meeting of the Company to the re- appointment of and remuneration payable to Messrs J. N. Banerjee & Co., Chartered Accountants as Statutory Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

COMMENTS ON AUDITORS OBSERVATIONS :

The Comments of the Directors on the observations made by the Statutory Auditors in their Report are as follows :

(i) Value of Land and Building could not be segregated in absence of adequate details and without incurring huge expenses.

(ii) As per Management opinion, there is impairment loss, due to discontinuation of operation and disposal of fixed assets of ingot plant.

(iii) In the opinion of the Management, diminution in market value of investments held at costs are temporary in nature

FIXED DEPOSIT :

Your Company has not invited and / or accepted any deposits from the General Public under Sections 58A and 58AA of the Companies Act, 1 956

PARTICULARS OF EMPLOYEES :

Information required to be given pursuant to the provisions of section 217(2A) of the Companies Act, 1 956 read with the Companies (Particluars of Empolyees) Rules, 1 975 are not applicable to your Company.

COMPANIES {DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 :

There are no information to be reported as required in accordance with the provisions of section 217 (1) (e) of the Companies Act, 1 956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo,

CODE OF CONDUCT:

Your Company has formulated Code of Conduct which applies to Board Members and Senior Management personnel of the Company. Confirmations towards adherence to the code during the Financial year 2009-10 have been obtained from all the Board members and Senior Management Personnel in terms of the requirements of Clause 49 of the Listing Agreement and a declaration relating to compliance of this Code during the year under review by all Board members and Senior Management personnel has been given by the Director of the Company which accompanies this report.

ACKNOWLEDGEMENTS :

Your Directors would like to thank shareholders, customers, dealers, suppliers, bankers, employees union and all other business Associates for the continuous support given by them to the Company and their confidence in its management.

For and on behalf of the Board

V. N AGARWAL

Place : Kolkata K. K. GANERIWALA

Dated : 31st May, 2010 Directors