MUKAND ALLOY STEELS PRIVATE LIMITED CIN: U27310MH2015PTC260936 3 RD ANNUAL REPORT - YEAR ENDED 31 ST MARCH, 2017 Board of Directors Mr. Arvind M. Kulkarni (DIN: 01656086) Mr. Umesh V. Joshi (DIN: 00152567) -- Chairman -- Director Auditors Mr. D. K. Doshi, Chartered Accountant (Membership No. 011674) Registered Office Flat No. 11, 7 West Wing, Shah House, Janki Kutir, Juhu Tara Road, Vile Parle (W) Mumbai 400 049 Tel: 022 61216666 Fax: 022-22021174
Mukand Alloy Steels Pvt. Ltd. Regd. Office: Flat no. 11, 7 West Wing, Shah House, Janki Kutir, Juhu Tara Road, Vile Parle (W), Mumbai - 400049 CIN: U27310MH2015PTC260936 Dear Members, DIRECTORS REPORT Your Directors take pleasure in presenting the Third Annual Report on the business and operations of the Company along with the audited financial statements for the period ended 31 st March 2017. 1. Financial Results The Company is yet to commence commercial operations. The loss for the period ended March 31, 2017 is Rs. 2,06,190/-. 2. Review of Operations The Board of Directors of the Company on 12th January, 2017, has considered and approved, a scheme of arrangement and amalgamation amongst the Company, Mukand Limited and Mukand Vijayanagar Steel Limited and their respective shareholders and creditors under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 for transfer of Alloy Steel Rolling & Finishing business of Mukand Limited. The Appointed Date for Slump Sale and Amalgamation under the Scheme is 1st January, 2017. The Scheme is subject to the approval of the shareholders, creditors and other competent statutory/regulatory authorities. An application in this regard has been filed with the National Company Law Tribunal. 3. Dividend The Directors do not recommend any dividend for the period under review. 4. Transfer to Reserves No amount was transferred to General Reserves during the period under review. 5. Material Changes and Commitments There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report. 6. Share Capital The paid up Equity Share Capital of the Company was Rs. 1,00,000/- as on 31 st March 2017. There was no public issue, rights issue, bonus issue or preferential issue etc. during the period under review. The Company has not issued any shares with differential voting rights, sweat equity shares nor has it granted any stock options during the period under review. 1
7. Deposits The Company has neither accepted nor renewed any deposits during the period under review. 8. Disclosure of Orders Passed by Regulators or Courts or Tribunal No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company s operations in future. 9. Particulars of Loans, Guarantees and Investments The Company has neither given any loans/guarantees to any other entity nor has made any investments during the period under review. 10. Related Party Transactions There were no related party transactions entered into by the Company during the period under review which attracted the provisions of Section 188 of the Companies Act, 2013 as all related party transactions that were entered into by the Company during the year were on an arm s length basis and were in the ordinary course of the Company's business. Hence there are no transactions which are required to be disclosed in Form AOC-2. 11. Director s Responsibility Statement Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made therefrom; ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended as at 31 st March, 2017 and of the loss of the Company for the said period; iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the directors have prepared the annual accounts on a going concern basis; v. the Company being a private company, sub-clause(e) of section 134(3) of the Companies Act, 2013 pertaining to internal financial controls is not applicable to the Company; and vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 2
12. Extract of Annual Return The extract of the Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013, in the prescribed Form MGT- 9 is annexed to this report as Annexure A. 13. Board of Directors & Board Meetings There was no director who was appointed/ceased/re-elected/reappointed during the year under review. As per the Articles of Association of the Company, the Directors are not liable to retire by rotation. None of the Directors draw any remuneration from the Company. The Board of Directors of the Company met six times during the year under review on 20/05/2016, 09/09/2016, 18/11/2016, 30/12/2016, 12/01/2017 and 22/03/2017. The particulars of attendance of the Board of Directors at the said meetings are provided in the table below. Name of Director Number of Board Meetings held during the year Number of Board Meetings attended during the year Mr. Arvind M. Kulkarni 6 6 Mr. Umesh V. Joshi 6 6 14. Declaration of Independence The provisions of Section 149 for appointment of Independent Directors are not applicable to the Company. 15. Corporate Social Responsibility (CSR) The Company has not crossed the threshold limits as specified in Section 135 of the Companies Act, 2013. Hence, the provisions of Section 135 of the Companies Act, 2013 relating to CSR initiatives which need to be undertaken by a Company are not applicable to the Company. 16. Risk Management Policy The Company is in the process of acquiring the alloy steel business of Mukand Ltd. The process of identification and evaluation of various risks inherent in the business environment of the Company will be put in place on acquisition of the said business. 17. Adequacy of Internal Financial Controls The Company has adequate internal control systems commensurate with its current size of operations and to ensure proper recording and accounting of financial and operational information in compliance with regulatory and statutory requirements applicable to the Company. 3
ANNEXURE - A Mukand Alloy Steels Private Limited CIN: U27310MH2015PTC260936 Form No. MGT-9 EXTRACT OF ANNUAL RETURN as on the period ended on 31 st March, 2017 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHERS DETAILS i) CIN U27310MH2015PTC260936 ii) Registration Date 15/01/2015 iii) Name Of The Company iv) Category /Sub-Category Of The Company MUKAND ALLOY STEELS PRIVATE LIMITED Company having Share Capital v) Address of the Registered office and contact details Flat No. 11, 7 West Wing, Shah House, Janki Kutir, Juhu Tara Road, Vile Parle (W), Mumbai, 400049 Ph: 02261216666 Fax: 02222021174 vi) Whether Listed Company (Yes/No) No vii) Name, Address and Contact details of Registrar and Transfer Agent, Not Applicable if any II. Sr. No. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be started Name and Description of Main Products/ Services NIC Code Of The Product /Service % to total turnover of the Company Manufacture of Alloy Steel bars, rods, structurals, rails 27151 0% * *The Company is yet to commence its operations III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sr. No. Name and Address of the Company CIN / GLN Holding/ Subsidiary/ Associate % of shares held 1 Mukand Limited L99999MH1937PLC002726 Holding 100.00 2(46) Applicable Section
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as Percentage of Total Equity) i) Categary-wise Share Holding Categary of Shareholders No. of shares held of the beginning of the year (01st April, 2016) No. of shares held of the end of the year (31st March, 2017) % change during the year Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares A. Promoters 1. Indian a. Individual/HUF 0 0 0-0 0 0 - - b. Central Govt. 0 0 0-0 0 0 - - c. State Govt. 0 0 0-0 0 0 - - d. Bodies Corp. 0 9900 9900 99.00 0 10000 10000 100.00 1.00 e. Bank/ FI 0 0 0-0 0 0 - - f. Any Other 0 0 0-0 0 0 - - Sub-Total (A)(1) 0 9900 9900 99.00 0 10000 10000 100.00 1.00 2. Foreign - a. NRI- Individuals 0 0 0-0 0 0 - - b. Other Individuals 0 0 0-0 0 0 - - c. Bodies Corporate 0 0 0-0 0 0 - - d. Banks/FI 0 0 0-0 0 0 - - e. Any Other 0 0 0-0 0 0 - - Sub-Total (A)(2) 0 0 0-0 0 0 - - Total Shareholding Of Promoter (A) = (A)(1) + (A)(2) 0 9900 9900 99.00 0 10000 10000 100.00 1.00 B. Public Shareholding 1. Institutions a. Mutal Funds 0 0 0-0 0 0 - - b. Bank/ FI 0 0 0-0 0 0 - - c. Central Govt. 0 0 0-0 0 0 - - d. State Govt(s) 0 0 0-0 0 0 - - e. Venture Capital Funds 0 0 0-0 0 0 - - f. Insurance Companies 0 0 0-0 0 0 - - g. FIIs 0 0 0-0 0 0 - - h. Foreign Venture Capital 0 0 0-0 0 0 - - i. Others (specify) 0 0 0-0 0 0 - - Sub-Total (B)(1) 0 0 0 0.00 0 0 0 0.00-2. Non- Institutions a. Body Corporate i. Indian 0 100 100 1.00 0 0 0 - -1.00 ii. Overseas 0 0 0-0 0 0 - - b. Individuals i. Individual shareholders 0 0 0-0 0 0 - - holding nominal share capital upto Rs. 1 lakh ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 0 0 0-0 0 0 - - c. Others (specify) i.clearing members 0 0 0-0 0 0 - - ii.nris 0 0 0-0 0 0 - - iii.trusts (Employee Welfare Funds) 0 0 0-0 0 0 - - iv.non Promoter - Non Public 0 0 0-0 0 0 - - Employee Welfare Funds Sub-Total -B-(2) 0 100 100 1.00 0 0 0 0.00-1.00 Total Public Shareholding (B) = (B)(1) + (B)(2) 0 100 100 1.00 0 0 0 0.00-1.00 C. Shares held by Custodian for GDRs & ADRs 0 0 0 0.00 0 0 0 0.00 - Grand Total (A+B+C) 0 10000 10000 100.00 0 10000 10000 100.00 - ii) Shareholding of Promoters Sr. Shareholder's Name No. No. of shares held of the beginning of the year (01st April, 2016) No. of Shares % of total shares of the Company % of shares pledged/ encumbered to total shares No. of shares held of the end of the year (31st March, 2017) No. of Shares % of total shares of the Company % of shares pledged/ encumbered to total shares % Change in shareholding during the year 1 Mukand Limied 9900 99.00 0.00 10000 100.00 0.00 1.00 TOTAL 9900 99.00 0.00 10000 100.00 0.00 1.00
Sr. No. iii) Change in Promoters' Shareholding (please specify, if there is no change) No. of shares held of the beginning of the year (01st April, 2016) Cumulative Shareholding during the year No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company At the begining of the year 9900 99.00 9900 99.00 Date wise increase/ decrease in Promoters # # # # Shareholding during the year specifying the reasons for increase / decrease (e.g. Allotment / transfer/ bonus/ sweat equity etc.) At the end of the year 10000 100.00 10000 100.00 # Change in Promoters' Shareholding Sr. No. Name Shareholding at the beginning of the year (1st April, 2016) / at the end of the year (31st March, 2017) Date increase/decrease in shareholding Reason Cumulative Shareholding during the year (1st April, 2016 to 31st March, 2017) At the beginning of the year 9900 99.00 No. of Shares % of total shares No. of Shares % of total shares 1 Mukand Limited 100 1.00 30/12/2016 100 Purchase/ Acquisition 10000 100.00 At the end of the year 10000 100.00 Sr. No. iv) Shareholding pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) No. of shares held of the beginning of the year (01st April, 2016) Shareholding at the end of the year (31st March, 2017) For Each of the top 10 Shareholders No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company 1 Jeewan Limited 100 1.00 0 0.00 Sr. No. v) Shareholding of Directors and Key Managerial Personnel Shareholding at the beginning of the year (01st April, 2016) / at the end of the year (31st March, 2017) Date increase/ decrease in shareholding Reason Cumulative Shareholding during the year For Each of the Directors & KMP No. of Shares % of total shares of the Company Directors No. of Shares % of total shares of the Company 1 Arvind M. Kulkarni* - Chairman 100 1.00 27/01/2015 - - 100 1.00 2 Umesh V. Joshi* 100 1.00 27/01/2015 - - 100 1.00 Note: *Mr. Arvind M. Kulkarni and Mr. Umesh V. Joshi hold shares as nominees of Mukand Limited
V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/ accrued but not due for payment (Amount in Rupees) Secured Loans Unsecured Loans Deposits Total Indebtedness excluding deposits INDEBTEDNESS AT THE BEGINNING OF THE FINANCIAL YEAR i.principal Amount - - - ii.interest due but not paid - - - iii.interest accrued but not due - - - Total (i+ii+iii) - - - Changes in indebtedness during the financial year The Company has neither invited nor *Addition - - renewed any - *Reduction - - Deposits - Net Change - - - INDEBTEDNESS AT THE END OF THE FINANCIAL YEAR i.principal Amount - - - ii.interest due but not paid - - - iii.interest accrued but not due - - - Total (i+ii+iii) - - - VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-Time Directors and /or Manger : The Company has not appointed any Key Managerial Personnel during the period under review. Sr No B. Remuneration to other directors: Particulars Of Remuneration (in Rs.) Mr. Arvind M. Kulkarni Name of Directors Mr. Umesh V. Joshi Total Amount 1 Independent Directors Fee for attending Board Meetings - - - Committee Meetings - - - Commission - - - Others, please specify TOTAL (1) - - - - - 2 Other Non-Executive Directors Fee for attending Board Meetings - - - Committee Meetings - - - Commission - - - Others, please specify - - - TOTAL (2) - - - TOTAL (B) = (1+2) - - - Total Managerial Remuneration Overall Ceiling as per the Act C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD: The Company has not appointed any Key Managerial Personnel during the period under review.