It is endeavor of your Company to make optimum use of its funds for ongoing setup, Expansion and Working Capital requirements. Keeping in mind the aforesaid factors your Directors have decided not to recommend any Dividend for the year ended 31st March 2014.

CURRENT YEAR WORKING:

Your Directors in the current year expect that the Company is striving hard to improve its performance and achieving better results. The Board of Directors is striving to improve the profitability of the Company.

DIRECTORS:

Your Company has received declarations from the Independent Directors Sh. Pankaj Jain,            Sh. Prem Prakash Agarwal, Sh. Ashok Kumar Mahawar and Sh. Rajeev Mittal confirming that they meet the criteria of Independent Director as prescribed under Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2013 along with Clause 49 of the Listing Agreement with Stock Exchanges as amended from time to time.

None of the directors of your Company is disqualified under the provisions of Section 274(1)(g) of the Companies Act, 1956 and Section 164(2) (a)&(b) of Companies Act, 2013. Your Company has received requisite notices in writing from members proposing the Candidature of the Independent Directors for a term of five consecutive years, not liable to retire by rotation. 

Mrs. Richa Agarwal who was appointed as additional directors of the company as on                   June 23, 2014 and whose term is expire in the ensuring Annual General Meeting is proposing her candidature as a director of the Company.

COMPLIANCE CERTIFICATE

In view of the notification no. G.S.R. 11(E) dated 5th January 2010, issued by Ministry of Corporate Affairs, the Company is required to obtain Compliance Certificate from Company Secretary in practice. The Company had appointed M/s Sumit Dhawan & Associates, Company Secretary in practice to issue Compliance Certificate for the financial year ended 31st March, 2014.

PUBLIC DEPOSITS

Your Company, during the year under review, has not invited or accepted any fixed deposits from the public in terms of the provisions of section 58A of The Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES:

None of the employees of your Company is covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

AUDITORS & AUDITOR’S REPORT:

M/s B.M. SHARMA & ASSOCIATES, Chartered Accountants, New Delhi, Statutory Auditors of the Company hold office until the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment. The Company receive a Certificate from them to the effect the re-appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for such re-appointment.

The Notes on Financial Statements referred to in the Auditor Report are self-explanatory and, therefore, do not call for further clarification.

CORPORATE GOVERNANCE REPORT

A detailed report on Corporate Governance Report pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, along with an Auditors’ Certificate on compliance with the conditions of Corporate Governance, is annexed to this report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year 2013-14, pursuant to Clause 49 of the Listing Agreement with Stock Exchanges is given as a Separate Statement in the Annual Report.

CEO AND CFO CERTIFICATE

Pursuant to Clause 49 of Listing Agreement the CEO and CFO certificate is attached with the Annual Report. The Managing Director and CFO also provide quarterly certificate on financial results while placing the financial results before the board in terms of Clause 41 of Listing Agreement.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Code of Conduct is posted on the Company’s website. The Managing Director and CFO of the Company has given a declaration that all Directors and Senior Management Personnel concerned affirmed compliance with the code of conduct with reference to the year ended on March 31, 2014. Declaration is attached with the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

1)                  Conservation of Energy: Your Company has not consumed energy of any significant level and accordingly no measures were taken for energy conservation and no investment was made for reduction of energy consumption.

2)                  Technology Absorption: No comment is being made on the technology absorption considering the nature of activities undertaken by your Company during the year under review.

3)                  Foreign Exchange earnings and Outgo: There has been no foreign exchange earnings and outflow during the year.

VIGIL MECHANISM:

In pursuant to the provisions of section 117 (9) & (10) of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors of your Company give hereunder the Directors responsibility statement relating to the account of the Company.

a)                  All the applicable accounting standards have been followed in the preparation of the accompanying accounts.

b)                  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 at the end of the financial year on 31st March 2014 and of the Profit and Loss of the Company for the said period.

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

d)                 The Directors have prepared the Annual Accounts for the year ended 31st March, 2014 on a going concern basis.

ACKNOWLEDGEMENT:

Relationship with Shareholders, Banks, Suppliers and Customers remained excellent during the year under review. Your Directors are grateful for the support extended by them and look forward to receiving their continued support.

We also acknowledge with appreciation the devoted services rendered by the workers, staff and executives as all levels of Company.

By the order of the Board of Directors

                                                SRU Steels Limited

Date: August 12, 2014                                               Ramesh Agarwal                    Naresh Garg

Place: New Delhi                                                       Managing Director                  Director

                                                                                      DIN: 00151223                  DIN: 00986846

FINANCIAL RESULTS: (Rs. In Lakhs) PARTICULARSCURRENT YEAR (2013-2014)PREVIOUS YEAR (2012-2013) Profit before Depreciation21.6118.05 Less: Depreciation 3.734.80 Net Profit after Depreciation17.8813.25 APPROPRIATION Provision for Taxation5.524.10 Balance Carried forward to Balance Sheet12.369.15

DIVIDEND It is endeavor of your Company to make optimum use of its funds for ongoing setup, Expansion and Working Capital requirements. Keeping in mind the aforesaid factors your Directors have decided not to recommend any Dividend for the year ended 31st March 2014.

1) Conservation of Energy: Your Company has not consumed energy of any significant level and accordingly no measures were taken for energy conservation and no investment was made for reduction of energy consumption.

1) Technology Absorption: No comment is being made on the technology absorption considering the nature of activities undertaken by your Company during the year under review.

1) Foreign Exchange earnings and Outgo: There has been no foreign exchange earnings and outflow during the year.

PARTICULARS OF EMPLOYEES: None of the employees of your Company is covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors of your Company give hereunder the Directors responsibility statement relating to the account of the Company. a) All the applicable accounting standards have been followed in the preparation of the accompanying accounts. b) 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 at the end of the financial year on 31st March 2014 and of the Profit and Loss of the Company for the said period. c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and d) The Directors have prepared the Annual Accounts for the year ended 31st March, 2014 on a going concern basis.

CURRENT YEAR WORKING: Your Directors in the current year expect that the Company is striving hard to improve its performance and achieving better results. The Board of Directors is striving to improve the profitability of the Company. DIRECTORS: Your Company has received declarations from the Independent Directors Sh. Pankaj Jain, Sh. Prem Prakash Agarwal, Sh. Ashok Kumar Mahawar and Sh. Rajeev Mittal confirming that they meet the criteria of Independent Director as prescribed under Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2013 along with Clause 49 of the Listing Agreement with Stock Exchanges as amended from time to time. None of the directors of your Company is disqualified under the provisions of Section 274(1)(g) of the Companies Act, 1956 and Section 164(2) (a)&(b) of Companies Act, 2013. Your Company has received requisite notices in writing from members proposing the Candidature of the Independent Directors for a term of five consecutive years, not liable to retire by rotation. Mrs. Richa Agarwal who was appointed as additional directors of the company as on June 23, 2014 and whose term is expire in the ensuring Annual General Meeting is proposing her candidature as a director of the Company. COMPLIANCE CERTIFICATE In view of the notification no. G.S.R. 11(E) dated 5th January 2010, issued by Ministry of Corporate Affairs, the Company is required to obtain Compliance Certificate from Company Secretary in practice. The Company had appointed M/s Sumit Dhawan & Associates, Company Secretary in practice to issue Compliance Certificate for the financial year ended 31st March, 2014. PUBLIC DEPOSITS Your Company, during the year under review, has not invited or accepted any fixed deposits from the public in terms of the provisions of section 58A of The Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. AUDITORS & AUDITOR’S REPORT: M/s B.M. SHARMA & ASSOCIATES, Chartered Accountants, New Delhi, Statutory Auditors of the Company hold office until the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment. The Company receive a Certificate from them to the effect the re-appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for such re-appointment. The Notes on Financial Statements referred to in the Auditor Report are self-explanatory and, therefore, do not call for further clarification. CORPORATE GOVERNANCE REPORT A detailed report on Corporate Governance Report pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, along with an Auditors’ Certificate on compliance with the conditions of Corporate Governance, is annexed to this report. Management Discussion and Analysis Report The Management Discussion and Analysis Report for the year 2013-14, pursuant to Clause 49 of the Listing Agreement with Stock Exchanges is given as a Separate Statement in the Annual Report. CEO AND CFO CERTIFICATE Pursuant to Clause 49 of Listing Agreement the CEO and CFO certificate is attached with the Annual Report. The Managing Director and CFO also provide quarterly certificate on financial results while placing the financial results before the board in terms of Clause 41 of Listing Agreement. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL The Code of Conduct is posted on the Company’s website. The Managing Director and CFO of the Company has given a declaration that all Directors and Senior Management Personnel concerned affirmed compliance with the code of conduct with reference to the year ended on March 31, 2014. Declaration is attached with the Annual Report. VIGIL MECHANISM: In pursuant to the provisions of section 117 (9) & (10) of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established.