Directors Report of Prabhu Steel Industries Ltd.

Mar 31, 2024

The Board of Directors are pleased to present the Company Annual Report and the Company’s audited financial
statements for the financial year ended 31st March, 2024.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31st March, 2024 are as follow:

Particulars	Year ended 31st March 2024	Year ended 31st March 2023
Revenue from Operations	1539.29	1706.50
Profit Before Exceptional Item and Tax	(21.25)	15.70
Exceptional Items	206.26	NIL
Profit Before Tax (PBT)	185.01	15.70
Tax Expenses (Including Deferred Tax)	68.63	(42.58)
Profit after Tax	116.38	58.29
Total Income for the year	116.38	58.29

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANY’S AFFAIR

During the year under review, your Company achieved total revenue from operations of Rs. 1539.29 in Lakhs
(previous year Rs. 1706.50/-in Lakhs)

The profit after tax (including other comprehensive income) is at Rs. 116.38 in Lakhs (previous year in Lakhs.
Rs. 58.29/-)

4. DIVIDEND

Your Directors do not recommend any divided for the financial year ended 31st March 2024.

5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial
Statement is part of the Annual Report.

6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND.

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of
the Companies Act, 2013.

8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

The information pertaining 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 Rule 8(3) of the Companies
(Accounts) Rules, 2014 is furnished as Annexure A to Director’s Report.

9. INTERNAL CONTROL SYSTEM

The Company’s internal controls system has been established on values of integrity and operational excellence
and it supports the vision of the Company “To be the most sustainable and competitive Company in our
industry”. The Company’s internal control systems are commensurate with the nature of its business and the size
and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal
Auditors and their significant audit observations and follow up actions thereon are reported to the Audit
Committee.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013

During the year under review, your Company has not made any investment, given any loan or guarantee falling
within the meaning of section 186 of the Companies Act, 2013 and the rules made thereunder.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arm’s length basis, in the ordinary course of business and are in
compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made
by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict
with the interest of the Company at large or which warrants the approval of the shareholders.

The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section 134 of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014.

However, the details of the transactions with Related Party are provided in the Company’s financial statements
(note 40) in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is
obtained for the transactions which are foreseen and repetitive in nature.

12. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted
a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are
covered under the said policy.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which
redresses complaints received on sexual harassment. During the financial year under review, the Company has
not received any complaints of sexual harassment from any of the women employees of the Company.

13. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return
Financial Year 2023-24. www.prabhusteel.in/investors

14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board met 7 times on 23/05/2023, 04/08/2023, 01/09/2023, 03/11/2023,
10/01/2024, 06/02/2024 and 12/02/2024.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby
confirms:

• That in the preparation of the annual accounts, the applicable accounting standards have been followed and
there has been no material departure.

• That the selected accounting policies were applied consistently and the Directors 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
as on 31st March, 2024, and that of the profit of the Company for the year ended on that date.

• That proper and sufficient care has been taken 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.

• That the annual accounts have been prepared on a going concern basis.

• The Board has laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively.

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

16. DEPOSITS

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

17. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure C to this report. In terms of
provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and
other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any,
forms part of the Report.

The policy is available on the Company’s website. www.Prabhusteel.in.com.

18. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year the following changes have taken place in the Board of Directors of the Company:

• Mr. Pramod Dnyaneshwar Kale and Ms. Sonali Pramod Paithankar, were reappointed as Independent Director
of the Company, pursuant to section 149 (10) of the Companies Act, 2013.

• Ms. Monika Jain, was appointed as the Company Secretary of the Company with effect from 23/05/2023.

• Mr. Dinesh Gangaram Agrawal and Mr. Harish Agrawal term was liable to retire by rotation and the same was
approved by the members in the Annual general Meeting held on 23^rd September 2023.

19. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013, there are currently 3 Committees of the Board, as follows:

Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies
Act, 2013 read with regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Audit Committee as on the date of the report comprises of 2 Non-Executive Independent Directors &
1 Executive Director.

Following are the members of the Committee

Sonali Pramod Paithankar : Non- Executive And Independent Director

Pramod Dnyaneshwar Kale : Non- Executive And Independent Director

Dinesh Gangaram Agrawal : Executive Director, Member

During the year there were in total 4 Audit committee meetings held on 23/05/2023, 04/08/2023, 03/11/2023 and
06/02/2024.

The Chairperson of Audit Committee was present in previous AGM held on 23/09/2023 to answer shareholder’s
queries.

Broad terms of reference of the Audit Committee are as per following:

The role of the audit committee shall include the following:

1 Oversight of the listed entity’s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;

2 Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3 Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4 Reviewing with the management, the quarterly financial statements before submission to the board for
approval;

5 Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process.

7 Approval or any subsequent modification of transactions of the listed entity with related parties.

8 Evaluation of internal financial controls and risk management systems.

9 Reviewing, with the management, performance of statutory and Internal Auditors, adequacy of the internal
control systems.

10 Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit.

11 Discussion with internal auditors of any significant findings and follow up there on.

12 Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the board.

13 Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern.

14 To review the functioning of the whistle blower mechanism.

15 Approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate.

16 Carrying out any other function as is mentioned in the terms of reference of the audit committee
Nomination And Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of
Section 178 of the Companies Act, 2013 read with regulation 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Committee comprises of 3 Non-Executive Directors.

The Nomination and Remuneration Committee met twice in the Financial Year 2023-2024 on 23/05/2023 and
10/01/2024.

The necessary quorum was present in the said meetings.

The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting
of the Company held on 23/09/2023.

The composition of the Committee and the details of meetings held and attended by the Directors are as under:
Pramod Dnyaneshwar Kale : Independent Director

Sonali Pramod Paithankar : Independent Director

Rajesh Parshuram Singh : Independent Director

Role of nomination and remuneration committee, inter-alia, include the following:

(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial
personnel and other employees;

(2) Formulation of criteria for evaluation of performance of independent directors and the board of directors;

(3) Devising a policy on diversity of board of directors;

(4) Identifying persons who are qualified to become directors and who may be appointed in senior management
in accordance with the criteria laid down and recommend to the board of directors their appointment and
removal.

(5) Whether to extend or continue the term of appointment of the independent director, on the basis of the report
of performance evaluation of independent directors.

(6) To recommend to the Board all remuneration, in whatever form, payable to senior management.

The policy on directors’ appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a director and other matters is available on company''s website.

Remuneration of Directors

The remuneration of the Whole- Time Director is recommended by the Remuneration Committee and then
approved by the Board of Directors and subsequently by the shareholders in general meeting within the limits
prescribed in Companies Act, 2013.

Criteria for making payments

Non-Executive Directors of the Company are paid sitting fees for attending Board and Committee Meetings and
no Commission is drawn by either of them during the year.

Performance evaluation criteria for Independent Directors:

1) Attendance and participations in the meetings.

2) Preparing adequately for the board meetings.

3) Contribution towards strategy formation and other areas impacting company performance

4) Rendering independent, unbiased opinion and resolution of issues at meetings.

5) Safeguard of confidential information.

6) Initiative in terms of new ideas and planning for the Company.

7) Timely inputs on the minutes of the meetings of the Board and Committee’s.

8) Raising of concerns to the Board

Remuneration Policy

The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies
Act, 2013 is available at the website of the Company: www.prabhusteel.in

Further, criteria of making payments to non-executive directors, the details of remuneration paid to all the
Directors and the other disclosures required to be made under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 have been published below:

Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted in line with Regulation 20 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises of 2 Non¬
Executive Independent Directors, 1 Executive Director.

The committee looks into the shareholders and investors grievances that are not settled at the level of
Compliance Officer and helps to expedite the share transfers and related matters. The Committee periodically
reviews the status of stakeholders’ grievances and redressal of the same.

The Committee met on 17/04/2023, 20/07/2023, 16/10/2023 and 12/01/2024.

The necessary quorum was present for all the meetings. The Chairman of the Committee was present at the last
Annual General Meeting of the Company held on 29^th September, 2023.

The composition of the Committee during FY 2023-24 and the details of meetings held and attended by the
Directors are as under:

Following are the members of the Committee
Pramod Dnyaneshwar Kale : Independent Director

Sonali Pramod Paithankar : Independent Director

Harish Agrawal : Executive Director

The role of the committee shall inter-alia include the following:

(1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/
transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate
certificates, general meetings etc.

(2) Review of measures taken for effective exercise of voting rights by shareholders.

(3) Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent.

(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the
shareholders of the Company.

20. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR
APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment
and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and
sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors
appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the
Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as
Director.

21. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as
stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as
Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

22. STATUTORY AUDITORS

M/s. Manish N Jain & Co. Chartered Accountant were appointed by the members in the Extra Ordinary General
Meeting held on 17 day of May, 2022 for a term of five years.

23. INTERNAL AUDITORS

M/s Haziyani & Associates were appointed as internal auditors by the Board for the financial year 2023-24 and
who have issued their reports on quarterly basis.

24. SECRETARIAL AUDITORS

The Company has appointed M/s Jaymin Modi & Co. Company Secretaries, as Secretarial Auditors of the
Company to carry out the Secretarial Audit for the Financial Year 2023-2024 and to issue Secretarial Audit
Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule
9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the FY 2023-24 is annexed herewith and forms part of this report as Annexure
D. Secretarial Audit is not applicable to the Subsidiary, not being a material subsidiary.

25. COST RECORDS AND COST AUDIT

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company.
Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013
was not applicable for the business activities carried out by the Company for the FY 2023-24. Accordingly, such
accounts and records are not made and maintained by the Company for the said period.

26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS

The report of the Statutory Auditor, Secretarial Auditor and Internal Auditor does not have any qualifications,
reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in
their reports.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management’s Discussion and Analysis Report for the year under review, as stipulated under regulation 34
(3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
is annexed to this Annual Report as Annexure E.

28. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Holding, Subsidiary, Joint Ventures And Associate Companies.

29. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the
employees and other Directors. The Company has also provided adequate safeguards against victimisation of
employees and Directors who express their concerns.

The Vigil Mechanism Policy is available at the website of the Company: www.prabhusteel.in.

30. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported
any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under
section 143(12) of the Act, details of which needs to be mentioned in this Report.

31. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance
evaluation of the Board and its Committees were carried out during the year under review.

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company occurred during
the financial year.

33. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE.

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and company’s operations in future.

34. CORPORATE GOVERNANCE

Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility
and accountability thereby upholding the important dictum that an organization’s corporate governance
philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and
responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in
creation of value for all its stakeholders. In terms of Regulation 34 of SEBI (LODR) Regulations, furnishing of
Corporate Governance Report is not applicable to the company.

35. OTHER DISCLOSURES

The Company does not have any Employees Stock Option Scheme in force and hence particulars are not
furnished, as the same are not applicable. No proceedings against the Company are initiated or pending under the
Insolvency and Bankruptcy Code, 2016. The details of difference between amount of the valuation done at the
time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions
along with the reasons thereof.

36. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by
the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates
formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are
updated based on the need and compliance as per the applicable laws and rules and as amended from time to
time. The policies are available on the website of the Company.

37. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised
Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

38. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success, the marketplace and a good reputation are among the primary
determinants of value to the shareholder. The organisational vision is founded on the principles of good
governance and delivering leading-edge products backed with dependable after sales services. Following the
vision your Company is committed to creating and maximising long-term value for shareholders.

39. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provision of Corporate Social Responsibility is not applicable to our company.

40. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co¬
operation extended by shareholders, employees, customers, banks, suppliers and other business associates.

By order of the Board

For Prabhu Steel Industries Limited

Sd/- Sd/-

Dinesh Gangaram Agrawal Harish Agrawal

Managing Director Director

DIN- 00291086 DIN-00291083

---

Mar 31, 2014

Dear Members,

The Directors present herewith the 41st Annual Report together with the audited accounts of the Company for the year ended 31st March 2014. Summarised financial results of the company are furnished below.

1. Financial Result

Particulars Year ended on Year ended on 31.03.2014 31.03.2013 Rs. In Rupees Rs. In Rupees Sales

Other income 124627985 151837912

Gross Income 124627985 151837912

Less: Expenses 117666933 149750341

Interest 2028267 1653482

Depreciation 589011 798698

Net Profit/(Loss) 4343774 (364609)

Tax Expense 800000 0

Tax Refund 6882347 1462980

Net profit/(loss) 10426121 1098371 aftertat

The Directors regret their inability to recommend any dividend due to brought forward losses.

2. BUSINESS OVERVIEW

The company has net profit of Rs. 104.26 Lacs against net profit of Rs. 10.984 Lacs in last year. Further the Board is hopeful of expanding the company''s operation This year & expects your co-operation in the days to come. The Board is doing its best to make your company start full mining activities & show progress in very near future. The Board is contemplating to take effective steps to save it from slipping in to a sick industrial unit.

On account of effective steps to control expenses & keep the losses to its minimum level, the year under consideration,

3. FIXED DEPOSITS

The Company has not accepted any fresh deposits within the purview of section 58 A of the Companies Act, 1956 during the year under review.

4. CONSERVATION OF ENERGY

Since the company , though the particulars pursuant to requirement under section 217 (1) (e) of the Companies Act, 1956 with reference to conservation of energy, technology absorption, adoption and innovation are not material. Total foreign earning and outgo, energy consumption per MT of Production is as per Form ''A'' is enclosed

5. RESEARCH & DEVELOPMENT & TECHNOLOGY ABSORPTION

Production department of the Company are always in pursuant of finding the. The technology used by the company is ways and means to improve the performance,quality and cost effectiveness of its products. The technology used by company is updated as continuous exercise. The Company does not have a separate Research and Development activity

1. PARTICULARS OF EMPLOYEES AND INFORMATION

There was no such employee employed during the year under review, hence the provision as prescribed ii/s. 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employee) Rules, 1975, as amended by the Companies (Amended ) Act, 1988 is not applicable. The relation between the employees & the management remain cordial during the year under review.

2. AUDITORS

M/s. Lalit Jham & co.., Chartered Accountants, Nagpur, retires at the conclusion of the Annual General Meeting, to continue as the auditor of the company. The Board proposed the reappointment of M/s. Lalit Jham & co. as the statutory auditor of the company for the financial year 2014-2015.

Accordingly pursuant to section 139 of the Companies Act, 2013 M/s Lalit Jham & co. Chartered Accountants, Nagpur, if appointed shall, hold the office from the conclusion of this annual general meeting until the conclusion of 44th Annual General Meeting subject to ratification of Appointment at every Annual General Meeting.

Further the auditors have confirmed their willingness and eligibility for appointment and have also confirmed that their reappointment, if made, will be within the limits under section 141 (3) (g) of the Companies Act, 2013.

3. AUDIT REPORT

The auditors have observed & put remarks for non-provision of gratuity, leave salary, etc. as per AS - 15. Provision for gratuity is not made in view of appointment of major new staff after earthquake, frequent changes in major staff & remote Site of factory and therefore Expenses are debited on payment basis as and when the same is paid. As per Auditor''s comment regarding appointment of Qualified Company Secretary on whole time basis to comply with the requirements of Section 383 A of Companies Act, 1956, your directors have taken steps for complying aforesaid requirement. However, in absence of availability of suitable & affordable candidates, the said requirements cannot be complied. However, the Company is in the process of receiving the Compliance Certificate from Company Secretary. In our opinion, carrying amount of all assets does not exceed its recoverable amount hence no impairment loss is ascertained.

Hence, the concept of going concern though it is stated in Audit Report will not be affected.

4. DIRECTORS

The Company has two independent Directors, appointed under the Listing Agreement, namely Mr. Radhyeshyam Agrawal and Mr. Krishan Kumar Agrawal who have diverse business/administrative experience and are making significant contribution to the Company. At present, they are liable to retire by rotation. It is proposed to appoint them as Independent Directors, with a fixed tenure of up to five years each at the ensuing Annual General Meeting of the Company, subject to approval of the shareholders, in terms of Section 149 of Companies Act, 2013 (the Act). The Company has received separate notices under Section 160 of the Act from members signifying their Candidature as Directors along with requisite deposit as prescribed thereunder. All abovementioned Independent Directors have also, given declarations that they meet the criteria of independence as provided in sub- section 6 of Section 149 of the Act. Their profile along with statement that in the opinion of the Board they fulfill the conditions as required in the Act for such appointments are furnished in the statement pursuant to Section 102(1) of the Companies Act, 2013 annexed with the Notice for the forthcoming Annual General Meeting.

In accordance with articles of association of the company and in view of provision of section 255 of the Companies Act, retirement & reappointment take place for following Directors:-

Mr. Dinesh Agrawal Director retires by rotation at the conclusion of the Annual General Meeting and being eligible, offers himself for re-appointment.

1. FOREIGN EXCHANGE

Foreign Exchange inflow and outflow during the year was NIL

2. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, your directors confirm that.

I. In preparation of annual accounts, the applicable accounting standards except AS-15 & AS-28 have been followed along with proper explanation relating to material departures.

II. We 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 at the end of the financial year and of the profit or loss of the company for that period.

III. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. We have prepared the annual accounts on a going concern basis as explained in note no. 1 of notes forming part of financial statement.

12. CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company''s auditor''s confirming the compliance of conditions subject to certain qualifications on Corporate Governance stipulated in clause 49 of the Listing Agreement is annexed thereto.

The Board of Directors of the Company adopted a Code of Conduct. The Directors have affirmed with the said code.

13. LISTING OF SHARES & LISTING FEES

The equity capital of the company is listed on the Mumbai Stock Exchange he necessary listing fees has been paid up to the year 2014- 2015 & Calcutta Stock Exchange yet to be paid As per directives issued by the Securities and Exchange Board of India, the equity shares of the Company are to be traded in the Demat form. The company had applied with NSDL and CDSL for required connectivity.

The company ''s listing is Suspended due to penal reason on the Mumbai Stock Exchange,

Company is in process for revocation of Suspension of trading of equity share with BSE The statement pursuant to section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975, for the year ended on March 31,2014 is uncalled for. There is no director employed for the year or part of the year under review and were in receipt of remuneration in aggregate of Rs. 5,00,000/- p.m. or Rs. 60,00,000 p.a or more.

14. DEMATERIALISATION OF SHAKES

As you are aware that company has Appointed Purva Sharegistry (India) Pvt. Ltd., 9 Shiv Shakti Ind. Estate ,J R Boricha Marg,Lower Parel East, Mumbai 400 011 Std code:022 Tel.:[phone],Fax:[phone], E-mail: [email protected] To act as Share Transfer and Depository Transfer Agent with National Securities Depository Limited (NSDL) & Central Depository Services India Limited (CDSL).

15. ACKNOWLEDGEMENT

The Management wishes to place on record its appreciation for the services rendered by employees, contractors, bankers, and the management of the Indian Bureau of Mines and all concerned and convey their thanks to them.

By Order of the Board For PRABHU STEEL INDUSTRIES LIMITED.

Harish Agrawal Dinesh Agrawal DIRECTOR DIRECTOR DIN 291083 DIN 291066 Registered Office Old Motor Stand Old Bhandara Road, Itwari Nagpur 440-008 Dated: 31st May, 2014

---

Mar 31, 2013

The financial results of the company as disclosed in the account are summarised below

2012-2013 2011-2012

Total Revenue 15,18,37,911.83 11,31,65,85

Total Expenses 15,22,02,520.88 11,44,53,68*

Profit/Loss before exceptional and extraordinary items and tax (3,64,609.05) (12,87,836)

Exceptional & Extraordinary Nil Nil

Items

Profit before Tax (3,64,609.05) (12,87,836)

Tax Expenses

1. Current Tax 00.00 00

2. Deferred Tax 2,51,633.00 6,78,204

3. Tax for Earlier years 12,11,347.39 3,47,089

4. Earlier years(TDS) 00.00 0

Profit and Loss for the period

From Continuing operations 10,98,371.34 23,13,129.7

Profit/ (Loss) from last year 1.05.46.279.23 1.28.59.409

Profit/fLoss^ for the period 10,98,371.34 (23,13,129

Directors are hopeful for the better results of the Company workings in the current year

DIVIDEND:

Board of Director has not recommended any dividend during year under review.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted the Public Deposits within the meaning of Section 58-A of the Companies Act, 1956 read with the rules framed thereunder.

CONSERVATION OF ENERGY:

The consumption of energy is being continuously monitored and effective measures are adopted to achieve economic consumption. Total foreign earning and outgo, energy consumption and energy consumption per MT of Production is as per Form ''A''is enclosed.

TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

Production Department of the Company are always in pursuit of finding the ways and means to improve the performance, quality and cost effectiveness of its products. The technology used by the Company is updated as a continuous exercise. The Company does not have a separate Research and Development activity.

PARTICULARS OF EMPLOYEES:

As required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975; as amended, the particulars of employees covered there under are Nil.

DIRECTOR:

Mr. Krishan Kumar Agrawal, Director retire by rotation and being eligible, offers himself for re-appointment. There is no other change in the composition of the Board of your Company.

DIRECTORS'' RESPONSIBDLITY STATEMENT:

The Board of Directors confirms:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

2. That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company Mil at the end of the financial year and of the profit or loss of me company for that # V period; v
3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding die assets of the company and for preventing and detecting fraud and other irregularities;

4. That the directors had prepared the annual accounts on a going concern basis.

AUDITORS:

Auditor''s qualifications read with notes and other details in Balance Sheet are self- explanatory and do not require for any additional information

The Company''s Auditors Lalit Jham & Co., Chartered Accountants, Nagpur - retire at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

SECRETARIAL COMPLIANCE CERTIFICATE:

In terms of proviso to section 383 A(l) of the Companies Act 1956, as amended, the Company has obtained necessary Secretarial Compliance Certificate from a Practising Company Secretary and the same is attached herewith.

ACKNOWLEDGEMENTS:

The Board of Directors are grateful to the Company''s Bankers, Other Government, Semi-Government, and Statutory Bodies for their continued co-operation and assistance during the year.

For and on behalf of the Board

Place: Nagpur DIRECRTOR DIRECTOR

Dated: 31st August, 2013

---

Mar 31, 2011

The Directors have pleasure in presenting their Annual Report and Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS /WORKING:

The financial results of the company as disclosed in the account are Summarized below

2010-2011 2009-2010

Total Income 418,779,905 47,70,33,500

(-)Total Expenditure 422,304,607 474,997,215

Profit before Tax and Provision 3,524,702 2,036,285

(-) Provisions for Tax 79,58,296 7,55|349

Profit/(Loss) after Provisions 11,482,998 1,2 80,936

Add: Balance of Profit brought forward 24,342,406 23,061,470

Profit carried over to Balance Sheet 12,859,408 24,342,406

Directors are hopeful for the beiger fest in the current year.

DIVIDEND:

Board of Director has not recommended any dividend during year under review.

PUBLIC DEPOSITS:

During the year under review, The Company has not accepted the Public Deposits within the meaning of Section 58-A of the Companies Act, 1956 read with the rules framed there under.

CONSERVATION OF ENERGY:

The consumption of energy is being continuously monitored and effective measures are adopted to achieve economic consumption. Total foreign earning and outgo, energy consumption and energy consumption per MT of Production is as per Form 'A' is enclosed.

TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

Production Department of the Company are always in pursuit of finding the ways and means to improve the performance, quality and cost effectiveness of its products. The technology used byJih&-Gompany4&updated as a continuous exercise. The Company does not have a separate Research and Development activity.

PARTICULARS OF EMPLOYEES:

As required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975; as amended, the particulars of employees covered there under are Nil.

DIRECTOR:

Mr. Harish Agrawal, director retire by rotation and being eligible, offers himself for re-appointment. There is no other change in the composition of the Board of your Company.

DIRECTORS'RESPONSIBH.ITY STATEMENT:

The Board of Directors confirms:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

2. That the directors had 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 at the end of the financial year and of the profit or loss of the company for that period;

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. That the directors had prepared the annual accounts on a going concern basis.

AUDITORS:

Auditor's qualifications read with notes and other details in Balance Sheet are self- explanatory and do not require for any additional information.

The Company's Auditors Lalit Jham & Co., Chartered Accountants, Nagpur - retire at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

SECRETARIAL COMPLIANCE CERTIFICATE:

In terms of proviso to section 383A(1) of the: Companies Act 1956, as amended, the Company has obtained necessary Secretarial Compliance Certificate from a Practicing Company Secretary and the same is attached herewith

ACKNOWLEDGEMENTS:

The Board of Directors are grateful to the Company's Bankers, Other Government, Semi-Government, and Statutory Bodies for their continued co-operation and assistance during the year.

For and on behalf of the Board Place: Nagpur DIRECRTOR DIRECTOR

Dated: 31st August, 2011 (KilafrKum (RadheshyamAgrawal)