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Supremex Shine Steels Ltd.

BSE: 534733 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE175N01023
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VOLUME 10
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Supremex Shine Steels Ltd. (SUPREMEXSHINE) - Director Report

Company director report

Your Directors are pleased to presenting 05th Annual Report of your Company comprisingthe Audited Financial statements for the year ended on the 31st March 2016.

FINANCIAL RESULTS :

Particulars Current Year ended 31 st March 2016 Previous Year ended 31 st March 2015
1. Total Revenue (Net) 914991 6031885
2. Profit before Depreciation & Amortization Expenses Finance Cost and Tax 169079 198709
3. Less : Depreciation & Amortization Expenses 148790 148790
4. Finance Cost - -
5. Profit before Tax 20289 49919
6. Less : Proviosion for Tax 6500 16000
7. Profit after Tax 13789 33919
8. Balance of Profit as per last Balance Sheet 114560 80642
9. Less : Depreciation difference - -
10. Previous Year Adjustments - -
11. Balance Available for Appropriation 128349 114560
12. Rate of Proposed / paid Dividend - -
13. Proposed / paid Dividend - -
14. Tax on Dividend - -
15. Transfer to General Reserve - -
16. Balance of Profit carried to Balance Sheet 128349 114560

REVIEW OF OPERATIONS:

During the year under review the Company has registered an income of Rs.914991(previous year Rs. 6031885) and Net Profit after Tax of Rs. 13789 (previous yearRs. 33919). The Company continued to operate in the Business of trading in Steels &Shares and there was no change in business activities. No material changes or commitmentsaffecting the financial position of the Company occurred between end of the financial yearand the date of this report.

DIVIDEND:

The Board has not recommended any final dividend for Financial Year 2015-16 in view ofthe current market outlook; and in order to preserve cash.

TRANSFER TO GENERAL RESERVE:

In view of the exceptional circumstances during the year 2015-16 and the good reservesposition no amount has been transferred to reserves.

MANAGEMENT DISCUSSIONS AND ANALYSIS:

Pursuant to Regulation 34 read with Schedule V of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 Management'sDiscussion and Analysis forms an integral part of this report and gives detail of theoverview industry structure and developments different product groups of the Companyoperational performance of its various business segments.

PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the CompaniesAct 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuing compliances with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 in thepreparation of annual accounts for the year ended on 31st March 2016 and state that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

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

e. the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE REPORT:

As per the provisions of Regulation 15(2) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the provisionsrelated to Corporate Governance as specified in Regulations 17 18 19 20 2122 23 2425 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C D andE of Schedule V shall not apply to a listed entity having paid up Share Capital notexceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty Five Crores as onthe last day of the previous financial year.

As on the last day of the previous financial year the paid up Share Capital and Networth of the Company was below the threshold limits stated above thereby presently theCompany is not required to comply with the above provisions of Corporate Governance.Accordingly the Report on Corporate Governance and Certificate regarding compliance ofconditions of Corporate Governance are not made a part of theAnnual Report.

ENERGY CONSERVATION TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO:

Details regarding Conservation of Energy TechnologyAbsorption Foreign ExchangeEarnings and Outgo are stated below: Pursuant to Section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014details regardingConservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo for theyear under review are as follows:

A. Conservation of Energy a. Steps taken or impact on conservation of energy –The Operations of the Company do not consume energy intensively.

However Company continues to implement prudent practices for saving electricity andother energy resources in day-to-day activities. b. Steps taken by the Company forutilizing alternate sources of energy – Though the activities undertaken by theCompany are not energy intensive the Company shall explore alternative sources of energyas and when the necessity arises.

B. Technology Absorption a. The efforts made towards technology absorption –The Company continues to take prudential measures in respect of technology absorptionadaptation and take innovative steps to use the scarce resources effectively. b. In caseof imported technology (imported during the last three years reckoned from the beginningof the financial year) – NotApplicable

C. The Particulars of Foreign Exchange and Outgo for the year under review are asfollow

(Rs. in Lacs)
Particulars Year ended 31 st March 2016 Year ended 31 st March 2015
Foreign exchange earning Nil Nil
Foreign exchange earning Nil Nil

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

There were no employees drawing more than aggregate remuneration as specified underSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. Details ofremuneration paid to all the Directors and Key Managerial Personnel's are provided in the"Extract of Annual Return" forming part of Directors report.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required by Regulation 34(2) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Cash Flow Statement isappended. As the Company does not have any subsidiaries it is not required to publishConsolidated Financials Statement.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of the independence as prescribed both undersection 149(6) of the Companies Act 2013 and under Regulation 16 (1)(b) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

Mr. Vipul Modi Director of the Company retires by rotation at the forthcoming AnnualGeneral Meeting in accordance with provisions of the Companies Act 2013 and the Articlesof Association of the Company and being eligible offers himself for reappointment.

The Board of Directors of the Company in their meeting held 11th February 2016 hasappointed Mrs. Leena Modi as Managing director of the Company for term of 05 Years subjectto approval of shareholders at ensuingAnnual General Meeting.

As stipulated under the Regulation 36 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 brief resume of the Directors proposed to beappointed/re-appointed are given in the Notice convening 05thAnnual General Meeting.

DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES: a. Board Meetings:

During the year under review 4 (Four) Board Meetings were convened and held on 30thMay 2015 12th August 2015 07th November 2015 and 11th February 2016 in accordancewith the provisions of the Companies Act 2013 and rules made thereunder. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

Name of Director Category Meetings held during Year Meetings Attended
Mr. Siddharth P. Shah Independent Director 4 4
Mr. Venkateswara Rao Independent Director 4 4
Mr. Vipul Modi Non-Executive Director 4 4
Mrs. Leena Modi Managing Director (w.e.f 11/02/2016) 4 4

b. Board Performance Evaluation:

(I) The Company has devised criteria for performance evaluation of IndependentDirectors Board/Committees and other individual Directors which includes criteria forperformance evaluation of Non-Executive Directors and Executive Directors. Performanceevaluation has been carried out as per the "Policy on Criteria for performanceappraisal/ evaluation process of Independent Directors and Board".

At the meeting of the Board all the relevant factors that are material for evaluatingthe performance of individual Directors the Board/ Committees were discussed in detail. Astructured questionnaire each for evaluation was prepared and recommended to the Board byNomination & Remuneration Committee for doing the required evaluation after takinginto consideration the input received from the Directors covering various aspects of theBoard's functioning such as adequacy of the composition of the Board and its Committeesexecution and performance of specific duties obligations and governance etc.

A separate exercise was carried out to evaluate the performance of individual Directorswho were evaluated on parameters such as level of engagement and contributionqualifications knowledge skills and experience in the respective fields honestyintegrity ethical behaviour and leadership Independence of judgment safeguarding theinterest of the Company attending the meetings regularly understanding the businessregulatory competitive and social environment understanding strategic issues andchallenges bringing outside information and perspective to Board for deliberations andimplications of Board decisions etc.

The performance evaluation of the Independent Directors was also carried by the entireBoard. The performance evaluation of the Chairman Managing Director & ExecutiveDirectors was carried out by the independent Directors at its separate meeting held on11th February 2016. The Directors expressed their satisfaction with the evaluationprocess. (ii) The Board has on the recommendation of the Nomination & RemunerationCommittee framed a Nomination & Remuneration policy and Policy on fixation ofcriteria for selection & appointment of Directors & Senior Management Personnel.The Nomination & Remuneration Policy is annexed herewith as "Annexure I"to this Report.

c. Directors Training and Familiarization:

The Directors are regularly informed during meetings of the Board and Committees of theactivities of the Company its operations and issues facing in business of offeringadvisory services on several financial and corporate cases. Considering the longassociation of the Directors with the Company and their seniority and expertise in theirrespective areas of specialisation and knowledge of the Company`s activities theirtraining and familiarization were not considered necessary and accordingly no suchprogrammes were conducted. The Board has framed a Familiarization Programme forIndependent Directors to familiarize the Independent Directors with the Company theirroles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company etc. through various programmes.

STATUTORYAUDITORS:

M/s J. B. Dudhela & Co. Chartered Accountants Mumbai (FRN: 102777W)) wereappointed as Statutory Auditors of the Company for a term of 04 (Four) years from theconclusion of the 04thAnnual General Meeting held on 21st September 2015 till theconclusion of the 08th Annual General Meeting subject to ratification by Members at everysubsequent Annual General Meeting.

The consent from the existing members of the Company at the ensuing Annual GeneralMeeting is sought by passing of an Ordinary Resolution included in AGM Notice for theRatification of appointment of M/s J. B. Dudhela & Co. Chartered Accountants Mumbaias Statutory Auditors of the Company who shall hold the office up to the conclusion of06thAnnual General Meeting.

Further they have under Section 139(1) of the Act and the Rules framed there underfurnished a certificate of their eligibility and consent for appointment.

AUDITORS' REPORT:

Note on financial statement referred to in the Auditor's Report are self-explanatoryand do not call for any further comments. The Auditor's Report does not contain anyqualification reservation or adverse remark

INTERNAL AUDIT:

Pursuant to Provision of Section 138 of Companies Act 2013 read with Companies(Accounts) Rules 2014 the Board of Directors on recommendation of Audit Committee hasre-appointed M/s. I. P. Mehta and Company Chartered Accountants in their meeting held on23rd May 2016 as an Internal Auditor of Company. Internal Auditor submits his reports onquarterly basis to theAudit Committee.

Based on the report of internal audit function undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to theAudit Committee of the Board.

SECRETARIALAUDIT REPORT FOR THE PERIOD ENDED 31ST MARCH 2016:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s SRM & Co. Company Secretaries (C.P No. 9928) to conductSecretarialAudit for the year ended on 31st March 2016.

Secretarial Audit Report issued by M/s SRM & Co. Company Secretaries in Form MR-3is annexed herewith as Annexure II to this report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE SECRETARIALAUDITORS:

The qualification given under the Secretarial audit report is about the Non Appointmentof Key Managerial Personnel under section 203 of Companies Act 2013 read with applicablerules during the Audit period (01st April 2015-31st March 2016). The Board in theirmeeting held on 11thFebruary 2016 has appointed Mrs. Leena Modi as Managing director ofthe Company subject to approval of members at ensuing Annual General Meeting. With respectto appointment of Company Secretary and Chief Financial Officer the Board is stilllooking for competent individuals to hold on the office of Company Secretary and ChiefFinancial Officer

INTERNAL FINANCIAL CONTROLS:

The company has in place Internal Financial Control system commensurate with size& complexity of its operations to ensure proper recording of financial and operationalinformation & compliance of various internal controls & other regulatory&statutory compliances. During the year under review no material or seriousobservation has been received from the Internal Auditors of the Company for inefficiencyor inadequacy of such controls.

Internal Auditors' comprising of professional Chartered Accountants monitor &evaluate the efficacy of Internal Financial Control system in the company its compliancewith operating system accounting procedures & policies at all the locations of thecompany. Based on their report of Internal Audit function corrective actions in therespective area are undertaken & controls are strengthened. Significant auditobservations &corrective action suggested are presented to the Audit Committee.

AUDIT COMMITTEE:

The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013. The Audit Committee comprises of:

Name of Director Category Meetings held during Year Meetings Attended
Mr. Siddharth P. Shah-Chairman Independent Director 4 4
Mr. Venkateswara Rao Independent Director 4 4
Mr. Vipul Modi Non-Executive Director 4 4

All the recommendations made by theAudit Committee were accepted by the Board ofDirectors. The Broad terms of reference ofAudit Committee are as follows:

Review the Financial Statements before submission to the Board;

To insure the objectivity credibility and correctness of the Company's financialreporting and disclosure processes;

Review of policies and framework related to risk management internal control andgovernance processes;

Recommendation for appointment remuneration and terms of appointment of auditors;

Matter to be included in the Director's Responsibility Statement;

Changes if any in the accounting policies;

Major accounting estimates and significant adjustments in financial statement;

Compliance with listing and other legal requirements concerning financial statements;

Interaction with statutory and internal auditors

Recommendation for appointment remuneration and terms of appointment of auditors.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year to which the financial statements relateand the date of the report. There has also been no change in the nature of business of theCompany.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

As the Company is not having net worth of rupees five hundred Crores or more orturnover of rupees one thousand Crores or more or a net profit of rupees five Crores ormore during any financial year the Company is not required to comply with the provisionsof Section 135 of the Companies Act 2013 with the regard to the formation of the CSRCommittee and undertaking of Social Expenditure as required under the said Section.

SUBSIDIARIES ASSOCIATE COMPANIES AND JOINT VENTURES:

As Company does not have any subsidiaries or joint ventures or Associates Companies itis not required to give disclosure in FormAOC-1 Pursuant to first proviso to sub-section(3) of Section 129 read with Rule 5 of Companies (Accounts) Rules 2014.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All Contracts/ arrangements/ transactions entered by the company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis. During the year the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transaction.

During the year ended on 31st March 2016 there were no transactions with relatedparties which qualify as material transactions. The details of the related partytransactions as required underAccounting Standard-18 are set out in Note 17.17 to thestandalone financial statements forming part of thisAnnual Report.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:

Details of loans directly or indirectly or guarantees or security given by Company orinvestments made by the Company during the year under review are given in the notes tofinancial statements.

VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES:

In accordance with Section 177 of the Companies Act 2013 the Company has adopted"Vigil Mechanism/Whistle Blower Policy" for Directors and employees of theCompany is constituted to provide a mechanism which ensures adequate safeguards toemployees and Directors from any victimization on rising of concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports etc.

RISK MANAGEMENT POLICY:

Your Company has an elaborated Risk Management procedure and adopted systematicapproach to mitigate risk associated with accomplishment of objectives operationsrevenues and regulations. Your Company believes that this would ensure mitigating stepsproactively and help to achieve stated objectives. The entity's objectives can be viewedin the context of four categories Strategic Operations Reporting and Compliance. TheRisk Management process of the Company focuses on three elements viz. (1) RiskAssessment;(2) Risk Management; (3) Risk Monitoring.

Audit Committee has been entrusted with the responsibility to assist the Board in (a)Overseeing and approving the Company's enterprise wide risk management framework; and (b)Overseeing that all the risk that the organisation faces. The key risks and mitigatingactions are also placed before the Audit Committee of the Company. Significant auditobservations and follow up actions thereon are reported to the Audit Committee. TheCommittee reviews adequacy and effectiveness of the Company's internal control environmentand monitors the implementation of audit recommendations including those relating tostrengthening of the Company's risk management policies and systems.

EXTRACT OF ANNUAL RETURN:

As required by Section 92(3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of theAnnual Return inform MGT-9 is annexed herewith as Annexure –III to this report.

GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of theAct.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company operations in future.

Your Directors further states that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Woman at Workplace (Prevention Prohibition andRedressal)Act 2013.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express its gratitude and record its sincereappreciation for the commitment and dedicated efforts put in by all the employees. YourDirectors take this opportunity to express their grateful appreciation for theencouragement cooperation and support received by the Company from the local authoritiesbankers clients suppliers and business associates. The directors are thankful to theesteemed shareholders for their continued support and the confidence reposed in theCompany and its management.

For & on behalf of the Board of Directors

ICVL Steels Limited
Vipul Modi Leena Modi
Place : Mumbai Director Managing Director
Date : 04 th August 2016
DIN: 00796116 DIN: 00796382

Annexure to the Boards' Report

ANNEXURE I NOMINATION AND REMUNERATION POLICY

I. OBJECTIVE

The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto anderstwhile Clause 49 under the Listing Agreement with the Stock Exchanges. The KeyObjectives of the Committee would be:

• To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management;

• To evaluate the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board;

• To recommend to the Board on Remuneration payable to the Directors KeyManagerial Personnel and Senior Management;

• To provide to Key Managerial Personnel and Senior Management reward linkeddirectly to their effort performance dedication and achievement relating to theCompany's operations;

• To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage;

• To devise a policy on Board diversity;

• To develop a succession plan for the Board and to regularly review the plan.

II. ROLE OF COMMITTEE

The Committee shall:

• Formulate the criteria for determining qualifications positive attributes andindependence of a director.

• Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this policy.

• Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.

III. POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT

Appointment criteria and qualifications

• The Committee shall identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director KMP or at SeniorManagement level and recommend to the Board his / her appointment.

• A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

• The Company shall not appoint or continue the employment of any person asWhole-time Director who has attained the age of seventy years. Provided that the term ofthe person holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.

IV. TERM / TENURE

Managing Director/Whole-time Director: The Company shall appoint or re-appoint anyperson as its Executive Chairman Managing Director or Executive Director for a term notexceeding five years at a time. No re-appointment shall be made earlier than one yearbefore the expiry of term.

Independent Director: - An Independent Director shall hold office for a term up to fiveconsecutive years on the Board of the Company and will be eligible for re-appointment onpassing of a special resolution by the Company and disclosure of such appointment in theBoard's report.

No Independent Director shall hold office for more than two consecutive terms but suchIndependent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly.

V. EVALUATION

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations thereunder the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

VI. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may berequired.

VII. MEMBERSHIP

• The Committee shall consist of a minimum 3 non-executive directors majority ofthem being independent.

• Membership of the Committee shall be disclosed in the Annual Report.

• Term of the Committee shall be continued unless terminated by the Board ofDirectors.

VIII. CHAIRPERSON

• Chairperson of the Committee shall be an Independent Director.

• Chairperson of the Company may be appointed as a member of the Committee butshall not be a Chairman of the Committee.

• In the absence of the Chairperson the members of the Committee present at themeeting shall choose one amongst them to act as Chairperson.

• Chairman of the Nomination and Remuneration Committee meeting could be presentat the Annual General Meeting or may nominate some other member to answer theshareholders' queries

IX. COMMITTEE MEMBERS' INTERESTS

• A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.

• The Committee may invite such executives as it considers appropriate to bepresent at the meetings of the Committee.

X. VOTING

• Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.

• In the case of equality of votes the Chairman of the meeting will have acasting vote.

XI. REMUNERATION TO NON- EXECUTIVE / INDEPENDENT DIRECTOR:

Remuneration / Commission: The remuneration / commission shall be fixed as per theslabs and conditions mentioned in the Articles ofAssociation of the Company and theAct.

Sitting Fees: The Non- Executive / Independent Director may receive remuneration by wayof fees for attending meetings of Board or Committee. Provided that the amount of suchfees shall not exceed Rs 1 Lac per meeting of the Board or Committee or such amount as maybe prescribed by the Central Government from time to time.

Commission: Commission may be paid within the monetary limit approved by shareholderssubject to the limit not exceeding 1% of the profits of the Company computed as per theapplicable provisions of theAct.

Stock Options:An Independent Director shall not be entitled to any stock option of theCompany.

XII. NOMINATION DUTIES

The duties of the Committee in relation to nomination matters include:

• Ensuring that there is an appropriate induction in place for new Directors andmembers of Senior Management and reviewing its effectiveness;

• Ensuring that on appointment to the Board Non-Executive Directors receive aformal letter of appointment in accordance with the Guidelines provided under theAct;

• Identifying and recommending Directors who are to be put forward for retirementby rotation;

• Determining the appropriate size diversity and composition of the Board;

• Setting a formal and transparent procedure for selecting new Directors forappointment to the Board;

• Evaluating the performance of the Board members and Senior Management in thecontext of the Company's performance from business and compliance perspective;

• Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract;

• Delegating any of its powers to one or more of its members or the Secretary ofthe Committee;

• Recommend any necessary changes to the Board; and

• Considering any other matters as may be requested by the Board.

XIII. REMUNERATION DUTIES

The duties of the Committee in relation to remuneration matters include:

• To consider and determine the Remuneration Policy based on the performance andalso bearing in mind that the remuneration is reasonable and sufficient to attract retainand motivate members of the Board and such other factors as the Committee shall deemappropriate all elements of the remuneration of the members of the Board.

• To approve the remuneration of the Senior Management including key managerialpersonnel of the Company maintaining a balance between fixed and incentive pay reflectingshort and long term performance objectives appropriate to the working of the Company.

• To delegate any of its powers to one or more of its members of the Committee.

• To consider any other matters as may be requested by the Board.

XIV. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minutes and signed by the Chairman of the Committeeat the subsequent meeting. Minutes of the Committee meetings will be tabled at thesubsequent Board and Committee meeting.

For & on behalf of the Board of Directors
ICVL Steels Limited
Vipul Modi Leena Modi
Place : Mumbai Director Managing Director
Date : 04 th August 2016
DIN: 00796116 DIN: 00796382

Annexure to the Boards' Report ANNEXURE II

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016

[Pursuant to section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration Managerial Personnel) Rules 2014] To The Members

ICVL Steels Limited

66/1 Hansa Villa Opp. Indian Gymkhana Bhaudaji Cross Road Matunga (C.R.) Mumbai -400019.

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by ICVL Steels Limited (hereinaftercalled "the Company"). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2016 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter: We have examined the books papers minute books formsand returns filed and other records maintained by the Company for the financial year endedon 31st March 2016 according to the provisions of:

(I) The CompaniesAct 2013 ("theAct") and the rules made thereunder;

(ii) The Securities Contracts (Regulation)Act 1956 ('SCRA') and the rules madethereunder;

(iii) DepositoriesAct 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings [Not applicable to the Company during the audit period];

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

• The Securities and Exchange Board of India (SubstantialAcquisition of Shares andTakeovers) Regulations 2011;

• The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 (effective upto 14th May 2015) and The Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 2015 (effective from 15th May 2015);

• The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 [Not applicable to the Company during the auditperiod];

• The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 [Not applicable to the Company duringthe audit period];

• The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008 [Not applicable to the Company during the audit period];

• The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the CompaniesAct and dealing with client;

• The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 [Not applicable to the Company during the audit period]; and

• The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 [Not applicable to the Company during the audit period];

• The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 effective from 01st December 2015;

(vi) There are no Laws that are specifically applicable to the Company based on theirsector/industry.

We have also examined compliance with the applicable clauses of the following:

I. Secretarial Standards issued by The Institute of Company Secretaries of Indiaeffective from 01st July 2015.

II. The ListingAgreement entered into by the Company with BSE Limited (effective up to30th November 2015).

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above except:

a) that the Company has defaulted in appointing any Key Managerial Personnelmentionedin Section 203 of Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Remuneration) Rules 2014 and Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. However Boardof Directors in their meeting held on 11th February 2016 has appointed Mrs. Leena Modi asManaging Director of the Company.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors during the period under review were carried out incompliance with the provisions of theAct.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committees of theBoard as the case may be.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

For SRM & Co.
Company Secretaries
Sandhya Malhotra
Place: Mumbai M. No.: FCS 6715
Date: 04 th August 2016
C.P. No. : 9928
This Report is to be read with our letter of even date which is attached as Annexure 'A' and forms an integral part of this Report.

ANNEXURE ‘A’

To

The Members ICVL Steels Limited

66/1 Hansa Villa Opp. Indian Gymkhana Bhaudaji Cross Road Matunga (C.R.) Mumbai -400019.

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

Management's Responsibility

1. Maintenance of secretarial records is the responsibility of the management of theCompany. Our responsibility is to express as opinion on these secretarial records based onour audit.

Auditor's Responsibility

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed proved areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Account of the Company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

Disclaimer

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

For SRM & Co.
Company Secretaries
Sandhya Malhotra
Place: Mumbai M. No.: FCS 6715
Date: 04 th August 2016
C.P. No. : 9928