డైరెక్టర్ల నివేదిక MSL Industries Ltd.

Mar 31, 2013

The Directors have pleasure in presenting the 41st Annual Report on the operation of the Company together with the Audited Accounts for year ending 31st March 2013.

1. THE FINANCIAL RESULTS. (Rs.IN LACS) (Rs.IN LACS) Year ending Year ending 31st March 2013 31st March 2012 Turnover(Net of returns and realisation of Excise Duty) 0 0

Gross Profit/(Loss) before * Depreciation

Interest & Tax and other exceptional items (40.15) (25.77)

Depreciation 0.19 0.20

Interest (Net)[Schedule 5A] (2.87) (9.27)

(37.47) (16.50)

Exceptional Items: Interest Charge on Debtors writtenof (349.46) (0)

Sundry Debtors writeenoff (158.46) (0)

Loans Advances writtenoff (37.94) (242.49)

Last Year Expances (2.76)

Sundry Creditors written back 0 13.82

Total of Exceptional Items (548.62) (228.67)

Profit( )/Loss(-) before Tax (586.09) (245.17)

Provision for Tax 0 0.75

Profit( )/Loss(-) after tax (586.09) (245.92)

Net Loss in Profit and Loss A/c for the year (586.09) (245.92)

Note:

i. Figures of the previous year have been regrouped wherever necessary.

2. CURRENT STATE OF AFFAIRS OF THE COMPANY.

Your Directors are pleased to reiterate their statements regarding the State of Affairs of the Company as reported on the accounts of the Company for the year ending 31 st March 2012 i.e. (a) the Company''s reference to B1FR under SICA was abated by Hon''ble Bench of the BIFR on the request of the Secured Creditors, (b) as the Company could not meet its obligations to the Secured Creditors, who had assigned their rights on the Assets of the Company in favour of ARCIL etc under SARF AESI Act, 2002 the said ARCIL, after taking over the possessions of all the Assets of all the Units of the Company sold the taken over Assets and distributed their sale proceeds between the Secured Creditors.

A sum of Rs.477.56 Lac was paid by ARCIL to IDBI, one of the Secured Creditors in settlement of their dues, as intimated by ARCIL. The Company is yet to receive "no due Certificate" from IDBI. Otlher Secured Creditors in the consortium namely SBI & ICICI Bank Ltd submitted their "no due certificate" through ARCIL. Presently all charged Assets sold by ARCIL and distributed the sale proceeds to the Secured Creditors were adjusted through Profit & Loss. Appropriation Account till the end-of 31st March 2012. Your Directors, have worked diligently to settle the dues of the Financial Institution, various pending issues including pending litigations - the Company has substantial dues from various large customers viz. M/s. Hindustan Cables Ltd., M/s Haryanma Telecom Ltd. etc. which involves legal action followup on a regular basis.

3. DIVIDEND.

In view of the aforesaid circumstances question of payment of Dividend does not arise.

4. EXPORTS.

There is no export of the Company during the year as also in previous year.

5. AUDITORS.

5.1 M/s Taparia & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. The retiring auditors have furnished certificates of their eligibility for re-appointment as required under the Companies Act, 1956. Your Directors recommend for their re-appointment for 2013-2014.

6. DIRECTORS

a) Shri V.K. Singhania, a Director shall retire and being eligible offer himself for re-election. Your directors recommend for his re-election in the next Annual General Meeting.

b) To fill up the casual vacancy caused by demise of Late K. C. Mukherjee, Sri A. K. Choudhury was appointed as Independent and Non Executive Director of the Company by the Board of Directors at their meeting held on 28 June 2012 u/s 262 of the Companies Act 1956. The share holders of the company at their Annual General Meeting has approved the appointment of Shri A.K. Chowdhury as an independent director and to be a retiring director.

c) Reappoinment of Shri S.K. Modi as Managing Director of the company for another terms of three years with effect form 1st December 2012 was approved by the remuneration committee, Board of Director and share holders of the company as required under the company''s Act 1956 and since approved by the Central Government U/S. 269 of the company''s Act 1956 vide their letter no. SRN No. B68920537/2013 -CI-VII dated 4th October 2013.

7. DIRECTORS RESPONSIBILITY STATEMENT-PURSUANT TO SECTION 217(2AA)

Your Directors confirm that:

i. In the preparation of the Annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii. 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 loss of the Company for that period;

iii. The Directors had taken proper and sufficient care, as far as practicable under the prevailing circumstances, for 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.

iv. As reported hereinabove, all moveable & immovable assets of the Units at Patna and at Ghaziabad were taken over and sold by ARCIL on behalf of most of the Secured Creditors namely ICICI Bank Ltd, State Bank of India and Industrial Development Bank of India. There is no operation at the units at Patna since 01s April 2001. Production of Hind Polymers unit was discontinued permanently with effect from 20.03.2009.

Statutory Disclosures

None of the Directors of your Company is disqualified as per provision of section 274(1 )(g) of the Companies Act 1956. The Directors of the Company have made necessary disclosures, as required under the provision of the Act and clause 49 of the listing Agreement.

8. CORPORATE GOVERNANCE:-

Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, report on Corporate Governance along with certificate from the Practicing Company Secretary are attached hereto and form part of this report.

9. DEPOSITS.

The Company has not accepted any deposits from the public.

10. LIST OF THE STOCK EXCHANGES.

The Company''s shares were listed on Magadh Stock Exchange at Patna, Stock Exchanges at Mumbai and Calcutta. The Company has already paid the Annual Listing Fees to them for the year 2006-2007 to Stock Exchange Mumbai and Calcutta Stock Exchange and up to 2005-06 to Magadh Stock Exchange.

11. CONSERVATION OF* ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

As stated earlier the operation of all units of the Company were discontinued & disposed/closed. As such there is no scope to comply with this provision of the Act. in this regard.

12. PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT 1956.

Pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the Directors have to report to you that there was no such employees employed for the whole year and were in receipt of remuneration in aggregate of not less than ''60,00,000/- per year throughout the financial year. There was also no employees employed for part of the year and were in receipt of remuneration of not less than ''5,00,000/- per month thereafter.

13. BALANCE SHEET ABSTRACT AND CASH FLOW STATEMENT.

The Balance Sheet Abstract as at 31st March 2013 as required under Schedule VI of the Companies Act 1956 is attached herewith. The Cash Flow statement as required under the Listing Agreement with the Stock Exchanges, for the period ending 31st March 2013 are attached herewith.

14. ACKNOWLEDGEMENT.

Your Directors place on record their gratitude and appreciation to the Investors, Financial Institutions, Banks, Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, State and Central Governments and other Government Agencies for the recognition given and the trust reposed by them in your Company.

By order of the Board

Sd/-

S. K. Modi

Kolkata. Managing Director

Dated : the 13th day of November, 2013.

---

Mar 31, 2012

TO THE MEMBERS

The Directors have pleasure in presenting the 40th Annual Report on the operation of the Company together with the Audited Accounts for year ending 31 st March 2012.

1. THE FINANCIAL RESULTS. ( Rs. IN LACS) Year ending Year ending 31st March 2012 31st March 2011

Turnover (Net of returns and realisation of Excide Duty) 0 1.81

Gross Profit/(Loss) before

Depreciation Interest & Tax (25.77) (72,18)

Depreciation 0.20 1.08

Interest (Net)[See para 3(1) (9.27) (8.55)

Profit/Loss before (16.70) (64.71)

Exceptional Items:

a) Less: Sundry Creditors & other liabilities lying un-claimed for more than Twelve years & considered not payable and as such written back 13.82 0

b) Add: Sundry Debtors considered Bad written off (0) (346.78)

c) Advances not recoverable for the Unit Patna written off (242.44) 0

i) Add: Net Book value of Immovable & Movable Assets of the Unit Hind Polymers Written Off in 2010-11 :-

i) Representing net book value of Fixed Assets i.e. Land, Building, Plant & Machinery, Electric Instalation etc. taken over & sold by ARCIL

on behalf of Secured Creditors under SARFAESI Act, 2002 88.54

ii) Representing net book value of Stock-in-Trade i.e. Raw Materials, &

Finished Goods as on 31.03.2010 taken over & sold by ARCIL

on behalf of Secured Creditors under SARFAESI act, 2002 16.20

j) Less: Amount received by ARCIL on behalf of Secured Creditors on sale of Assets of the Unit Hind

Polymers 375.00

Total of Exceptional Items (Net) 228.67 270.26

Profit( )/Loss(-) before Tax 245.37 205 55

Provision for Tax 0.75 0

Profit( )/Loss(-) after tax 205.55

Profit on sale of Investments 13.97

Net Credit in Profit & Loss A/c for the Year 246.12 219.52



Note:-

i. Figures of the previous year have been regrouped wherever necessary.

2. CURRENT STATE OF AFFAIRS OF THE COMPANY.

As reported earlier, due to market situation, arsing out of the radical changes in Communication System, Liquidity Crunch etc. the operations of the two units at Patna were closed from 1" April 2001. Since the net worth of the Company reduced below the prescribed Limit under Sick Industrial Companies (Special Provision) Act 1985, on a reference made to BIFR to comply with the Provision of the said Act, after consecutive hearing, the Hon''ble members of BIFR at their meeting held on e* October 2005 declared the Company as Sick industrial Company under the Provision of the said Act. Meanwhile the Secured Creditors of the Company namely ICICI Bank Ltd., IDBI & SBI filed recovery suit against the Company. The said Secured Creditors assigned their rights on the Assets of the Company in favour of Assets Reconstructions Co (I) Ltd. (ARCIL) (for ICICI Bank Ltd. & SBI) and in favour of Stressed Assets Stabilization Fund (For IDBI) under the Provision of the Securitization & Reconstruction of Financial Assets & Enforcement of Security Interest Act, 2002(SARF AESI). After issuing notice for recovery of Debts by said ARCIL on the Company under the SARFAESI Act, not being paid, sold all charged Assets i.e. all Movable & Immovable Assets firstly for the Units at Patna and thereafter for the Unit HP at Ghaziabad which continued its operation till 19th March 2009. Remaning fixed assets of the units at Patna which were not charged in favour of the secured creditors having book value of Rs. 11.93 lac as per Note no 1 in Schedule 5 as at 31-03-2009, not being in existance, as advised, were also write off in 2008-09. The said ARCIL after disposing of all Assets of the Company situated at .its Units at Patna and Ghaziabad distributed the amount of sale proceeds to the Secured Creditors to settle their dues from the Company. In view of such payments of Company''s dues to the above mentioned Secured Creditors, the said ARCIL vide its letter dated 14th July 2011 send "No Due Certificate" on behalf of ICICI Bank Ltd and State Bank of India. Although a sum of Rs.477.56 Lac was paid by ARCIL to IDBI in settlement of their dues till date "No Due Certificate", from IDBI is yet to be received through ARCIL. In view of receipts of "No Due Certificate" from ARCIL, as stated above, on behalf of ICICI Bank Ltd and SBI, balance standing to their credit along with interest due thereon, after adjustment of payment made by ARCIL to ICICI Bank & SBI, was written back in the Profit & Loss Account. All movable & immovable assets of the Company which were charged in favour of Secured Creditors and sold by ARCIL on their behalf have been''written off in the Profit & Loss Account.

Under the aforesaid State-of-Affairs of the Company your Directors are not in a position, at the moment, to think the Company as a "Going Concern".

In view of the aforesaid facts the recovery suits filed by the IDBI, SBI, ICICI Bank Ltd appears to have become infructuous.

3. DIVIDEND.

In view of the aforesaid circumstance questions of payment of Dividend does not arise.

4. EXPORT

There is no export of the Company during the year as also in previous year.

5. AUDITORS.

5.1 M/s Taparia & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and being eligable, offer them- selves for re-appointment. The retiring auditors have furnished certificates of their eligibility for re-appointment as required under the Companies Act, 1956. Your Directors recommend for their re- appointment for 2012-2013.

6. DIRECTORS.

a) Shri K.C.Mukherjee a director has expired. The Directors placed on record their deep regret and their sincere appreciation for the devotion and valuable advice of Shir K.C.Mukherjee during his tenure as member of Board of direction.

b) Shri A.K.Chatterjee, a Director shall retire and being eligible offer himself for re-election. Your directors recommend for his re-election in the next Annual General Meeting.

c) To fill up the casual vacancy caused by demise of Late K. C. Mukherjee, Sri A. K. Choudury was appointed as Independent and Non Executive Director of the Company by the Board of Directors at their meeting held on 28* June 2012, u/s 262 of the Companies Act 1956.

Mr. Choudhury, M.Com, & LLB, aged about 68 years having wide experience, have submitted his consent to act as a Director of the Company. He was also inducted as member in Remuneration Sub- committee and Audit Committee of the Company and he shall be retiring Director. Your Directors recommend his appointment as Director of the Company for your approval.

d) Shri Satish Kumar Modi (S.K.Modi), Managing Director aged 70 years is associated with this Company as a Promoter/Director since incorporation of the Company.

He was appointed as Joint Managing Director of the Company with effect from 1"Aughstf 1989 and looking after as In-charge of Polymer Division of the Company.

After resignation of Shri H.K.Modi who was acting as Chairman and Managing Director of the Company and was In-charge of the two Units at Patna namely Hi-Tech Steels & Steels Unit, Shri S.K. Modi was re- appointed as Managing Director of the Company with effect from 1st December 2003. Till then he was continuing as Managing Director of the Company.

His last re-appointment for three years from 1st December 2009 to 30th November 2012 on the same remuneration as he was drawing in December 1998 was approved by the Central Government. His re- appointment as Managing Director for a further period of three years with effect from 1st December 2012 was already approved by the Remuneration Committee, Audit Committee and Board of Directors at the meeting held on 12* September 2012. The re-appointment of Shri

S.K.Modi as Managing Director of the Company in necessary to comply with the provision of Section 269 of the Companies Act 1956.

Your Directors recommend his re-appointment on the same term as in last period for your approval subject to the approval for the Centreal Government.

7. DIRECTORS RESPONSIBILITY STATEMENT - PURSUANT TO SECTION217(2AA)

Your Directors confirm that:

i) In the preparation of the Annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) The Directors had selected such accounting policies and applied them consistently and made judgmets 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 loss of the Company for that period;

iii. The Directors had taken proper and sufficient care, as far as practicable under the prevailing circumstances, for 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.

iv. As reported hereinabove, all moveable & immovable assets of the Units at Patna and at Ghaziabadwere taken over and sold by ARCIL on behalf of most of the Secured Creditors namely ICICI Bank Ltd, State Bank of India and Industrial Development Bank of India. There is no operation at the units at Patna since 01st April 2001. Production of Hind Polymers unit was discontinued permanently with effect from 20.03.2009.

Statutory Disclosures

None of the Directors of your Company is disqualified as per provision of section 274(1 )(g) of the companies Act 1956, The Director of the Company have made necessary disclosures, as required under the provision of the act and clause 49of the listing Agreement.

8. CORPORATE GOVERNANCE: -

Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, report on Corporate Governance along with certificate from the Practicing Company Secretary are attached hereto and form part of this report.

9. DEPOSITS.

The Company has not accepted any deposits from the public.

10. LIST OF THE STOCK EXCHANGES:

The Company''s shares were listed on Magadh Stock Exchange at Patna, Stock Exchanges at Mumbai and Calcutta. The Company has already paid the Annual Listing Fees to them for the year 2006-2007 to stock Exchange Mumbai and Calcutta Stock Exchange and up to 2005- 06 to Magadh Stock Exchange.

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

As stated earlier the operation of all units of the Company were discontinued & disposed / closed. As such there is no scope to comply with this provision of the Act. in this regard.

12. PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT 1956.

Pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the Directors have to report to you that there was no such employees employed for the whole year and were in receipt of remuneration in aggregate of not less than Rs. 60,00,000/- per year throughout the financial year. There was also no employees employed for part of the year and were in receipt of remuneration of not less than Rs. 5,00,000/- per month thereafter.

13. BALANCE SHEET ABSTRACT AND CASH FLOW STATEMENT.

The Balance Sheet Abstract as at 31st March 2012 as required under Schedule VI of the Companies Act 1956 is attached herewith.The Cash Flow statement as required under the Listing Agreement with the Stock Exchanges, for the period ending 31st March 2012 are attached herewith.

14. ACKNOWLEDGEMENT.

Your Directors place on record their gratitude and appreciation to the Investors, Financial Institutions, Banks, Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, State and Central Governments and other Government Agencies for the recognition given and the trust reposed by them in your Company.

By order of the Board

(S.K.Modi)

Kolkata. Managing Director

Dated : the 26th

day of November, 2012.

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Mar 31, 2011

The Directors have pleasure in presenting the 39th Annual Report on the operation of the Company together with the Audited Accounts for year ending 31st March 2011.

1. THE FINANCIAL RESULTS. (Rs IN LACS) Year ending Year ending 31st March 2011 31st March 2010 Turnover(Net of returns and

relisation of Excide Duty) 1.81 5.22

Gross Profit/(Loss) before - -

Depreciation - -

Interest & Tax and other - -

exceptional items (72.18) (54.74)

Depreciation 1.08 0.19

Interest (Net)[See para 3(1)] (8.55) (9.06)

(64.71) (45.87) Exceptional Items:

a) Add: Outstanding receivable from Parties having balance below Rs. 1 Lac

written off (0) (8.66)

b) Less: unclaimed creditors having

Balance below Rs. 1 Lac written off 0 4.68

c) Add: Provision for Doubtful Debts (0) (27.66)

d) Less: Sundry Creditors & other

liabilities lying un-claimed for more

than Eight years & considered

not payable and as such written back 0 150.21

e) Add: Sundry Debtors considered

Bad written off (0) (346.78)

f) Add: Loans & Advances not recoverable for the Unit Patna written off (0) (11.19)

g) Add: Sundry Small Balances with Banks at the Units at Patna not recoverable written off (0) (4.23)

h) Add: Interest charged on Debtors and on advances by the Units for delayed payment and credited to Interest A/c in Previous years not being recoverable Written Off 0 (824.39)

i) Add: Net Book value of Immovable & Movable Assets of the Unit Hind Polymers Written Off in 2010-11 :-

i) Representing net book value of Fixed Assets i.e. Land, Building, Plant & Machinery, Electric Installation etc. taken over & sold by ARCIL on behalf of Secured Creditors under SARFAESI Act, 2002 88.54 0.00

ii) Representing net book value of Stock-in-Trade i.e. Raw Materials, & Finished Goods as on 31.03.2010 taken over & sold by ARCIL on behalf of Secured Creditors under SARFAESI act, 2002 (16.20) 0.00

j) Less: Amount received by ARCIL on behalf of Secured Creditors on sale of Assets of the Unit Hind Polymers 375.00 0.00

Total of Exceptional Items (Net) 270.26 (1168.02)

Profit( )/Loss(-) before Tax 205.55 (1117.51) Add/Less other un-allocable

expenditure/income:- 0 0.00

Provision for Tax 0 0

Profit( )/Loss(-) after tax 205.55 (1117.51) Profit on sale of Investments 13.97 121.47

Remission of Secured Liabilities 0 5423.15

Interest Accrued on Loans written back 0 1155.01

Net Credit in Profit & Loss A/c for the year 219.52 5582.07

Note:-

i. Figures of the previous year have been regrouped wherever necessary.

2. PERFORMANCE.

Since all units of the Company are closed and the assets of the units at Patna and Hind Polymers Unit, charged in favour of the Secured Creditors, were taken over and sold by ARCIL under SARFAESI Act, there is no production and performance of the Company during the year.

3. MATERIAL EVENTS ON THE STATE OF AFFAIRS OF THE COMPANY AS ON DATE OF SIGNING THIS REPORT

1. Further to our report dated 12th September 2011 stating that ARCIL took over Movable & Immovable Assets of the Units at Patna under SARFAESI Act 2002 and sold the said Assets at a value of Rs. 1039.89 lac, the said ARCIL vide their letter dated 14th July 2011 has confirmed that there is no due towards the Financial Assistance granted by ICICI Bank and SBI to MSL Industries Ltd. It is now reported that ARCIL, under their letter dated 17th August 2011, stated that they have also sold the Fixed Assets of Hind Polymers unit including Land, Building, Plant & Machinery etc. as also Stock-in-Trade at Rs. 3 75 Crores under the said Act. In view of the above position the balance of Liability of the Company on account of Principal amount dues to ICICI Bank Ltd and SBI aggregating to Rs.5423.15 lacs, after deducting payment made by ARCIL to said Secured Creditors as also the Interest accrued and due thereon but not paid on the said loan aggregating to Rs.1155 01 lacs where adjusted in Profit & Loss Appropriation A/c for the year ending 31st March 2010.

2) Following Secured Creditors filed suites against the Company before the respective DRT, Kolkata and Patna and Hon'ble High Court, Patna and Kolkata claiming the amount of their dues from the Company which are contested by the Company.

Name of the Claimants

1. Industrial Development Bank of India

2. State Bank of India

3. Bihar State Credit & Investment Corpn.

4. ICICI Bank Ltd.

However in view of the settlement of dues with State Bank of India (SBI) and ICICI Bank Ltd by Assets Reconstructions Company (India) Ltd. (ARCIL) and on receipts of "No Due Certificate" from ARCIL on behalf of SBI and ICICI and in view of sale of those assets, which were charged in its favour, by Bihar State Credit & Investment Corporation (BSCICO), the pending suits are likely to be infractions in course of time. Other Secured Creditors namely BSFC also sold the Assets of the Units at Patna which were charged in their favour and have taken the proceeds of sales to liquidated their dues. ARCIL by their letter

dated 8th September 2011 informed that they paid Rs. 4,77,55,818/- to IDBI Ltd./ Sressed Assets Stabilisation Fund. The adjustment of such payment with IDBI is pending due to non-receipts of "No Due Certificate" on behalf of IDBI from ARCIL.

3) a) Debit Balance with the Debtors like Haryana Telecom Ltd., Hindustan Cables Ltd., Optel Telecommunications Ltd., Modi Plastics Ltd., Pulak Enterprises and Credit Balance with Bhusan Industries Ltd. TISCO Ltd., which are sub-judice or under dispute shall be allowed to remain in the Accounts of the Units till their disposal and to be considered for adjustment in the A/c on receipt of Report from the Units.

b) Miscellaneous Debit Balance with Banks at the units at Patna will be remaining to be carried forward to subsequent years for reasons reported earlier.

4. FUTURE PROSPECTS.

The Companies operations at the Units at Patna were closed since 1st April 2001 and operations of the Hind Polymers Unit was closed since 28the March 2009. Movable and Immovable Assets at the Units at Patna were sold by ARCIL and adjusted accordingly. Similarly movable & immovable assets of Hind Polymers unit at Ghaziabad was sold by ARCIL under SAFAESI Act 2002 and the net value of those assets were written off and debited to Profit & Loss Appropriation A/c during this year Amount received by ARCIL on sale of Assets at Hind Polymers unit for Rs.375lacs has been credited to Profit & Loss Appropriation A/c and deducted from the secured loan.

In view of above, the Directors are not in a position to think for any revival of the Company at the moment and are in the opinion that the Company is not growing concern.

5. DIVIDEND.

In view of the aforesaid circumstance questions of payment of Dividend does not rise.

6. EXPORT

There is no export of the Company during the year as also in previous year.

7. AUDITORS.

7.1 M/s Taparia & Co., Chartered Accountants retire at the conclusion of the ensuing Adjourned Annual General Meeting and being eligible, offer themselves for re-appointment The retiring auditors have furnished .certificates of their eligibility for re-appointment as required under the Companies Act, 1956. Your Directors recommend for their re- appointment for 2011-2012.

7.2 BRANCH AUDITORS.

a) M/s. K.N. Gutgutia & Company, Chartered Accountants, retires at the conclusion of the ensuing adjourned Annual General Meeting and is eligible for re-appointment as Branch Auditors. Your Directors recommend for their re-appointment for 2011-2012 only.

8. DIRECTORS.

a) Shri K.C.Mukherjee a director has expired. The Directors placed on record their deep regret and their sincere appreciation for the devotion and valuable advice of Shir K.C.Mukherjee during his tenure of service.

b) Shri V.K.Singhania, a Director shall retire and being eligible offer himself for re-election. Your directors recommend for his re-election in the next Annual General Meeting.

9. DIRECTORS RESPONSIBILITY STATEMENT - PURSUANT TO SECTION217(2AA)

Your Directors confirm that:

i) In the preparation of the Annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) The Directors had selected such accounting policies and applied them consistently and made judgmets 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. The Directors had taken proper and sufficient care, as far as practicable under the prevailing circumstances, for 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.

iv.As reported hereinabove, all moveable & immovable assets of the Units at Patna and at Ghaziabadwere taken over and sold by ARCIL on behalf of most of the Secured Creditors namely ICICI Ltd, State Bank of India and Industrial Development Bank of India. There is no operation at the units at Patna since 01st April 2001. Production of Hind Polymers unit was discontinued permanently with effect from 20.03.2009

10. CORPORATE GOVERNANCE : -

Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, report on Corporate Governance along with certificate from the Practicing Company Secretary are attached hereto and form part of this report.

11. DEPOSITS.

The Company has not accepted any deposits from the public.

12. LIST OF THE STOCK EXCHANGES:

The Company's shares were listed on Magadh Stock Exchange at Patna, Stock Exchanges at Mumbai and Calcutta. The Company has already paid the Annual Listing Fees to them for the year 2006-2007 to stock Exchange Mumbai and Calcutta Stock Exchange and up to 2005- 06 to Magadh Stock Exchange.

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

he operation of all units of the of the Company were stopped. As such there is no scope to comply with this provision of the Act. in this regard.

14. PARTICULARS OF EMPLOYEES.

Pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the Directors have to report to you that there was no such employees employed for the whole year and were in receipt of remuneration in aggregate of not less than Rs. 60,00,000/- per year throughout the financial year. There was also no employees employed for part of the year and were in receipt of remuneration of not less than Rs. 5,00,000/- per month thereafter.

15. BALANCE SHEET ABSTRACT AND CASH FLOW STATEMENT.

The Balance Sheet Abstract as at 31st March 2011 as required under Schedule VI of the Companies Act 1956 is attached herewith.The Cash Flow statement as required under the Listing Agreement with the Stock Exchanges, for the period ending 31st March 2011 are not prepared since operations of all Units of the Company are closed and all movable & immovable assets of all units, charged in favour of secured creditors, were sold by ARCIL under SAFEASI Act 2002 as stated herein above.

16. ACKNOWLEDGEMENT.

Your Directors place on record their gratitude and appreciation to the Investors, Financial Institutions, Banks, Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, State and Central Governments and other Government Agencies for the recognition given and the trust reposed by them in your Company.

By order of the Board (S.K.Modi)

Kolkata. Managing Director

Dated : the 28th day of December, 2011.

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Mar 31, 2010

The Directors have pleasure in presenting the 38th Annual Report on the operation of the Company together with the Audited Accounts for year ending 31st March 2010.

1. THE FINANCIAL RESULTS. (RS IN LACS) Year ending Year ending 31st March 2010 31st March 2009

Turnover 5.22 128.86

Gross Profit/(Loss)

before Depreciation

Interest & Tax and after

other exceptional

items (54.74) (127.74)

Depreciation (0.19) 31.62

Interest (Net)

(see Para 3(l)) 9.06 (26.67)

(45.87) (133.69)

Exceptional Items :- Add : Outstanding receivable from Parties having balance below Rs. 1 Lac written off (8.66) (3.76)

Add : Advance to suppliers

having Balance below Rs. 1 Lac

written off 0.00 (12.68)

Add : Prepaid Ex. duty &

Sundry Deposit Unrecoverable/

un-adjustable w/off 0.00 (79.72)

(8.66) (96.16)

Less : unclaimed creditors having Balance below Rs. 1 Lac written off 4.68 27.90

(3.98) (68.26)

Loss as in Profit & Loss A/c (49.85) (201.95)

Add : Provision for Doubtful

Debts (27.66) (89.89)

Add : Provision for Doubtful

Debt & Advance incl. I/T Ded. at source (0.00) (167.73)

Add : Investment written off (0.00) (2.53)

Less : Sundry Creditors & other liabilities Lying un-claimed for more than Eight years & considered not payable and as such written back 150.21 81.73

Add : Net Book Value of Immovable & Movable Assets of the units at Patna having been sold by ARCIL under SARFAESI Act have been written off (Including other Fixed Assets not sold but written off as advised for Rs. 11.93 Lacs

Fixed Assets 1581.77)

Stock in Trade (932.64) (0.00) (2514.41)

Less : Amount received by ARCIL on sale of all movable & Immovable Assets of the Units at Patna 0.00 1069.90

Less : Provision for Impairment of Fixed Assets written back 0.00 1276.98

Less : Provision for diminution in value of stock written back 0.00 566,84

Add : Sundry Debtors considered Bad written off (346.78)

Add : Loans & Advances not recoverable for the Unit Patna written off (11-19)

Add : Sundry Small Balances with Banks at the Units at Patna not recoverable written off (4.23)

Add : Interest charged on Debtors and on advances by the Units for delayed payment

and credited to Interest A/c in previous years not being recoverable Written Off (824.39)

Total of Exceptional Items(Net) (1168.02) 152.63

6. Profit( )/Loss(-) before Tax. (1117.51) 18.94

7. Add/Less other un-allocable expenditure/income:-

a) Provision for Loss of

Cancellation of lease 00 00

8. Provision for Tax. 0 0

9. Profit( )/Loss(-) after Tax. (1117.51) 18.94

Balance carried to

Balance Sheet (1117.51) 18.94

10. Profit on sale of Investments 121.47 0.00

11. Remission of Secured Liabilities 5423.15 0.00

12. Interest Accrued on Loans written back 1155.01 0.00 5582.07 18.94

Note :

i. Figures of the previous year have been regrouped wherever neces sary.

2. PERFORMANCE

Since all units of the Company are closed and the assets of the units at Patna were taken over and sold as also assets of the Unit of Hind Polymers were taken over ARCIL under SARFAESI Act there is no production and performance of the Company.

3. MATERIAL EVENTS ON THE STATE OF AFFAIRS OF THE COMPANY AS ON DATE OF SIGNING THIS REPORT :-

1) It was previously reported that ARCIL took over Movable & Im- movable Assets of the Units at Patna under SARFAESI Act 2002 and sold the said Assets at a value of Rs. 1039.89 lacs and was in process of settlement of the Companies dues to the Secured

DIRECTOR'S REPORT

Creditors. The said ARCIL vide their letter dated 14th July 2011 has confirmed that there is no due towards the Financial Assistance granted by ICICI Bank and SBI to MSL Industries Ltd. In view of the above position the Liability of the Company on ac- count of Principal amount dues to ICICI Bank Ltd. and SBI as also the Interest accrued and due thereon but not paid on the said loan has been adjusted in the Profit & Loss Account.

2) As reported last year the Secured Creditors of the Company filed recovery suits before the respective DRTS and Hon'ble High Court claiming the alleged amounts of dues with interest from the Company. Out of the said Secured Creditors SBI. ICICI Bank Ltd, assigned their rights on the Assets of the Company charged in their favor, in favor of Assets Reconstruction Co (I) Ltd(ARCIL). Similarly Industrial Development Bank of India (IDBI) assigned their Rights on the Assets of the Company charged with them in favor of Stressed Assets Stabilization Funds. It was also reported last year that all movable and immovable assets at Patna were taken over and sold by ARCIL under SARFAEASI Act 2002 on behalf of Secured Creditors of the Units at Patna. Other Secured Creditors namely BSFC and BICICO also sold the Assets of the Units at Patna which were charged in their favor. The Fixed Assets and Stock in Trade of both the Units at Patna were written off in the Accounts of the Company during the year ending 31st March 2009. Certain other movable Assets like book debts, advances, deposits etc were provided for on written off during the year ending 31st March 2009 as will be revealed in the Accounts ending 31 -' March 2009. However the Auditor of the Company was of the views that the Company could have written off all debtors and write back all creditors of the said units at Patna leaving those debtors and creditors which are sub-judice and reported the same in their reports to the members of the Company dated 20m October 2010 on the accounts of the Company for the year ending 31st March 2009.

3) In view of the aforesaid state of affairs and considering the present positions of the Units at Patna having practically no existence, having practically no staff/officers, having practically no records to find out the details, which were misplaced at the time of dismantling of the office building by the purchaser, as reported by Unit In charge, Directors thought it prudent to take a judicious view on the adjustment of the old debtors and creditors carried forward for more than 10 years without any scope or any possibility of recovery of outstanding debts. There were no claim from the creditors as reported by the In-charge of the Unit except those are sub-judice. It was also observed that the Units, in usual course of the business, had charged interest at the rate as mentioned in their invoices, for non-payment/ delayed payment by the Customers. As such a substantial amount (Rs.187.85lac) and Rs. 557.45 Lac for Hind Polly mars unit aggregating Rs. 745.28 Lac was included in the Debtors and was credited in the Profit & Loss Account in earlier years. It was agreed that a preliminary discussion between the Managing Di- rector & Chairman of the Audit Committee should be made. Accordingly an informal meeting was held on 12th April 2011 which was ratified subsequently by the Board of Directors at their meeting held on 25th April 20T1. According to the said decision taken by the Board of Directors, in order to show a true & fair view of the state of affairs of the Company and in order to comply with the advice/report by the Statutory Auditors, following adjustments were made in the Accounts at Patna and Hind Polymers.

a) Interest charged as above and credited in the Profit & Loss Account in the earlier years by the units aggregating Rs.745.28 Lac as above to be reversed and to be debited in the Profit & Loss Account for the year ending 31st March 2010.

Similarly, Inter Corporate Deposit paid included interest at the rate as applicable on ICD payment. However, although on the Company's filing recovery suit and criminal petition against the Company/Directors, the Hon'ble High Court Calcutta ordered for payment in full Principal amount of dues but as regards interest, it was placed order for payment of interest @ 6% which was confirmed also on appeal. The difference between the amount of interest charged by the Company and the amount of interest allowed by the Hon'ble Court tor Rs. 79.11 lacs was debited in Profit & Loss Account during the year 2009-10.

b) Debit Balance with the Debtors like Haryana Telecom Ltd., Hindustan Cables Ltd., Modi Plastics Ltd., Pulak Enterprises and Credit Balance with Bhusan Industries Ltd., TISCO Ltd., which are sub-judice or under dispute shall be allowed to remain in the Accounts of the Units till their disposal.

c) Miscellaneous Debit Balance with Banks will be remaining to be carried forward to subsequent years for reasons reported earlier

d) Balance appearing to different account other than above under the head Sundry Debtors, Advances to suppliers, Loans & Advances, Cash and Bank Balances aggregating Rs.391.16 Lac were to be written off in the Profit & Loss Account for the year ending 31st March 2010 in both Units at Patna and Rs.9.26 Lac for the units Hind Polymers. For unit Hind Polymers a sum of Rs.27.66 Lac was to be provided for doubtful debts.

e) Credit Balance in Sundry Creditors, advances from customers and other liabilities aggregating Rs.145.54 Lac were to be written back and credited in the Profit & Loss Account for the said year in both Units at Patna and Rs.4.68 Lac for Hind Polymers.

f) The provision made for doubtful debts and Loans & Advances at the said two Units at Patna aggregating Rs.257.63 Lac which were debited in Profit & Loss Account for the year ending 31st March 2009 as a provision, was decided to be adjusted as written off in the Books of the Unit without affecting further in the Profit & Loss Account of the Company for the year ending 31st March 2010 as it was thought prudent to do so considering total picture of the Units at Patna.

It is declared none of the Director is/was having any direct or indirect interest on the aforesaid adjustment of the Assets and Liabilities of the Units at Patna and at Hind Polymers.

4. FUTURE PROSPECTS.

The Companies operations at the Units at Patna were closed since 1st April 2001 and operations of the Hind Polymers Unit was closed since 28th March 2009. Movable and Immovable Assets at the Units at Patna were sold by ARCIL and adjusted accordingly. Your Directors were looking for opportunities to carry on business at its HP Unit after possible diversification, provided Financial Assistance is available. Now it has been reported by ARCIL vide their letter dated 17th August 2011 that they have also sold Land belonging to UP Unit. In view of above, the Directors are not in a position to think for any revival of the Company and are in the opinion that the Company is not a growing concern.

5. DIVIDEND.

In view of the aforesaid circumstance questions of payment of Dividend does not arise.

6. EXPORTS.

There is no export of the Company during the year as also in previous year.

7. AUDITORS.

7.1 M/s Taparia& Co., Chartered Accountants, retire at the conclusion of the ensuing Adjourned Annual General Meeting and being eligible, offer themselves for re-appointment. The retiring auditors have furnished certificates of their eligibility for reappointment as required under the Companies Act, 1956. Your Directors recommend for their re-appointment. —1

7.2 BRANCH AUDITORS.

a) M/s. K. N. Gutgutia & Co. Chartered Accountants, retire at the conclusion of the ensuing Adjourned Annual General Meeting, and are eligible for re-appointment as Branch Auditors. Your Directors recommend for their re-appointment.

8. DIRECTORS.

a) Shri K. C. Mukherjee a director shall retire and being eligible offer himself for reelection. Your Directors recommend for his reelection in the next Annual General Meeting.

b) Re-appointment of Shri S. K. Modi as Managing Director of the Company for three years w.e.f. 1sl December 2009 with existing remuneration has been approved by the Central Government.

9. DIRECTORS RESPONSIBILITY STATEMENT - PURSUANT TO

SECTION. 217 (2AA)

Your Directors confirm that :

i. In the preparation of the Annual accounts, the applicable accounting Standards had been followed along with proper ex- plantation relating to material departures;

ii. 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 loss of the Company for that period;

iii. The Directors had taken proper and sufficient care as far as practicable under the prevailing circumstances for 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, subject, however to note no 7(c) in schedule 17 annexed to the Balance Sheet as at 31st March 2009 regarding fixed assets register.

iv. As reported earlier, all moveable & immovable assets of the units at Patna and at Ghaziabad were taken over by ARCIL on behalf of most of the Secured Creditors namely ICICI Ltd, State Bank of India and Industrial Development Bank of India. There is no operation at the units at Patna since 01st April 2001. The immovable and moveable assets of the units at Patna have been sold by ARCIL. The unit at Ghaziabad was partially working since there is little market for its products. However production of the said unit has been discontinued permanently with effect from 20.03.2009.

10. CORPORATE GOVERNANCE :-

Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, report on Corporate Governance along with certificate from the Practicing Company Secretary are attached hereto and form part of this report.

11. DEPOSITS.

The Company has not accepted any deposits from the public.

12. LIST OF THE STOCK EXCHANGES:

The Company's shares were listed on Magadh Stock Exchange at Patna, Stock Exchanges at Mumbai and Calcutta. The Com- pany has already paid the Annual Listing Fees to them for the year 2006-2007 to Stock Exchange Mumbai and Calcutta Stock Exchange and up to 2005-06 to Magadh Stock Exchange.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The operation of all units of the Company were stopped. As such there is no scope to Comply with the provision of the Act in this regard.

14. PARTICULARS OF EMPLOYEES.

Pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the Directors have to report to you that there was no such employees employed for the whole year and were in receipt of remuneration in aggregate of not less than 60,00,000/- per year throughout the financial year. There was also no employ- ees employed for part of the year and were in receipt of remuneration of not less than Rs. 5,00,000 per month thereafter.

15. BALANCE SHEET ABSTRACT AND CASH FLOW STATEMENT.

The Balance Sheet Abstract as at 31st March 2010 as required under Schedule VI of the Companies Act 1956 and the Cash Flow statement as required under the Listing Agreement with the Stock Exchanges, for the period ending 31st March 2010 are not prepared since operations of both Units are closed.

16 ACKNOWLEDGEMENT.

Your Directors place on record their gratitude and appreciation to the Investors, Financial Institutions, Banks, Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, State and Central Governments and other Government Agencies for the recognition given and the trust re- posed by them in your Company.

By order of the Board

Sd/-

S. K. Modi

Kolkata Managing Director

Dated : the 12th day of September, 2011.

---

Mar 31, 2009

The Directors have pleasure in presenting the 37th Annual Report on the operation of the Company together with the Audited Accounts for the year ending 31st March. 2009.

1 THE FINANCIAL RESULTS. (RS IN LACS)

Year ending Year ending

31st March 2009 31st March 2008 Turnover 129 207

Gross Profit/(Loss)

before Depreciation

Interest & Tax and

other exceptional

items (128) (124)

Depreciation 32 32

Interest (Net)

(see notes no ii in below) (26) 14

Exceptional Items :-

Add : Outstanding receivable

from Parties having balance

below Rs 1 Lac written off 3.76

Add . Advance to suppliers having Balance below Rs. 1 Lac written off 12.68

Add Prepaid Ex. duty & Sundry Deposit Unrecoverable/ un-adjustable w/off 79.72

(96.16) Less . unclaimed creditors having Balance below Rs. 1 Lac written back 27.90

(63.26) Add : Provision for Doubtful Debts (8989)

Add : Provision for Doubtful Debt & Advance incl. I/T Ded at source (167.73)

Add : Investment written off (2.53)

(328.41)

Less Sundry Creditors & other liabilities Lying un-claimed for more than Eight years & considered not payable and as such written back 81.73

Add Net Book Value of Immovable & Movable Assets of the units at Patna Having been sold by ARGIL under SARFAESI Act have been written off (Including other Fixed Assets not sold but written off as advised for Rs 11,93 Lacs

Fixed Assets (1581.77)

Stock in Trade (932.64) (2514.41)

Less : Amount received by

ARCIL on sale of all movable

& Immovable Assets of the

Units at Patna 1069 90

Less : Provision for Impairment of Fixed Assets written back 1276.98

Less : Provision for diminution

in value of stock written back 566.84

Total of Exceptional Items(Net) 153

6. Profit(+)/Loss(-) before Tax. 19

7. Add/Less other un-allocable expenditure/income:-

a) Provision for Loss of

Cancellation of lease 00 04

8 Provision for Tax 0 0

9. Profit(+)/Loss(-) after Tax. 19 (174)

Balance carried to

Balance Sheet 19 (174)





Note :

Figures of the previous year have been regrouped wherever neces- sary

ii. The Company has not provided interest liability in respect of its loans from IDBI and its cash credit/ working capital loan from SBI from 2002-03 to 2008-09 in view of the fact that the company was referred to BIFR and the said IDBI and SBI having filed recovery suit before the DRTs against the company and not intimated any debit of interest on the said loans. Similarly provision of Interest on Loans from ICICI Bank Ltd for the years from 2005-06 to 2008-09 has not been made in the Accounts in view of the facts stated herein after Since BSFC, BICICO, have also sold the assets charged in their favour. Interest for the year 2008-09 for Rs. 19 lacs and interest due on loan from PICUP for Rs. 24 lacs, agreegating Rs. 2579 lacs have not been provided in this account. However, in case the com- pany provided interest on those loans on existing term, the esti- mated unprovided interest liabilities for the year ending 31st March 2009 and estimated loss for the said year would have increased by Rs 2579 lacs. After considering unprovided Interest up to 31-03-09 for Rs. 14091 lacs, and after adjustment of exceptional items the accumulated loss as at 31st March 2009 would be Rs 26003 lacs (previous year Rs. 23443 lacs).

2. PARFORMANCE

a) During the year the Company suffered a net operating loss of Rs. 134 lacs (previous year Rs. 174 lacs). The operation of Hi- tech Steel & Steel Unit at Patna were suspended from 1 st April 2001 due to severe liquidity crunch Although the unit Hind Polymers worked during the year a; a very low capacity but the production was discontinued with effect from 20th March 2009.

b) Main Reasons for loss

i. Sharp fall in the market price of the companys finished products because of market conditions. Change in technol- ogy from Jelly filled Cables to optic by end-users meant demand dropping to 5% Most of the end-users became sick

ii. Severely reduced production/Sales due to market recession and shortage of working Capital.

3. MATERIAL EVENTS ON THE STATE OF AFFAIRS OF THE COMPANY AS ON DATE OF SIGNING THIS REPORT :-

Further to the report of your Directors on the Accounts and on the State of Affairs of the Company as on 31st March, 2008 your Directors are pleased to report as under.

a) As reported earlier due to non-payment of the liabilities of the Company to Secured Creditors namely SBI, ICICI Bank, IDBI, who assigned their rights in favour of Assets Reconstruction Co (I) Ltd (ARCIL) and also in favour of Stressed Assets Stabilization Fund under SARFAESI Act, the said ARCIL, after taking over possession of all movable & Immovable Assets of the Units of the Company namely Hi-Tech Steels and Steel Unit at Patna and Hind Polymers Unit in Ghaziabad, which were charged in favour of those Secured Creditors (except those assets which were charged in favour of other Secured Creditors namely BSFC, BICICO & PICUP) have sold all movable and part of immovable assets (except Book Debts, Advances and Cash & Bank Balance) situ- ated at the unit at Patna & and realized the amount from the purchasers. The assets which were sold by ARCIL, BICICO & BSFC have been written off and debited in Profit & Loss account for this year. (Including some other assets not sold with net value of Rs. 11.93 Lacs) The movable & immovable assets at Hind Polymers Unit at Ghaziabad (except Debtors, Advances and Cash & Bank Balances) were not sold till date as intimated by the unit.

b) The sale proceed on account of sale of movable & immovable assets of the aforesaid units at Patna, including stock-in-trade, were received by ARCIL aggregating Rs. 1039.89 lacs. The ad- justments of Asset value (sale proceeds) with the liability of the Company to the above secured creditors are pending. Loss if any, on account of sale of the said assets at Patna are pending for ascertainment.

c) Further, the Fixed Assets of the Units at Patna which were charged in favour of BSFC & BICICO were sold by then for Rs. 20 lacs & Rs. 10 lacs respectively. Adjustment of such sale proceeds (which were receipted by the said BSFC & BICICO) with the Companys liability to the said Secured Creditors are pending. Loss if any, on account of sale of the said assets at Patna are pending for ascertainment.

d) As per advice by the Statutory Auditors and as decided by the Board of Directors, the amount of Book Debts recoverable from certain Debtors at the Units at Patna aggregating Rs.89.89 Lac, Loans & Advances including Income Tax Deducted at Source recoverable by the Units at Patna aggregating Rs. 167.73 Lac have been provided for and debited in Profit & Loss Account during the year ending 31st March, 2009.

e) Similarly as advised by the Statutory Auditors and as decided by the Board of Directors the amount payable to some of the Credi- tors and for other liabilities of the Units at Patna lying unclaimed for more than 8 years were considered not payable and as such written back aggregating Rs.81.73 Lac and credited in Profit & Loss Account the year 31" March 2009.

f) HoweverBook Value of immovable assets aggregating Rs. 1581.76 lacs and Book Value of movable assets aggregating Rs. 932.64 lacs of the Units at Patna taken over and sold by ARCIL on behalf of the secured creditors namely ICICI Bank Ltd., IDBI & SBI under SARFAESI Act 2002 and also sold by other secured credi- tors namely BSFC & BICICO were written off to the Profit & Loss

Account by reducing the amount of Fixed Assets in Schedule 5 and amount of Inventory in Schedule 7 to the extent respectively. Similarly provision made in earlier year on account of impairment of Fixed Assets made under AS28 amounting to Rs. 1276.98 lacs and provision made in earlier year on account of diminution in value of Inventory amounting to Rs. 566.84 lacs in respect of the aforesaid two units at patna were written back to the Profit & Loss Account.

g) It has been given to understand that ARCIL received Rs. 1039.89 lacs from the purchasers) against sale of immovable & mov- able assets of the two units at Patna u/s 13(4) of the SARFAESI Act 2002. The said amount of Rs. 1039.89 lacs has been de- ducted from the total amount of secured toans, appearing in the Schedule 3, pending confirmation, appropriations amongst the secured creditors of the Company to be received from ARCIL.

h) Similarly, it has been given to understand that BSFC & BICICO have sold the assets of the two units at Patna, which were charged in their favour, on account of sale of the said assets amounting to R. 30.01 lacs have also been deducted from the total secured loans appearing in the Schedule 3.

i) The above adjustments are made in the Accounts which have reflected in the Profit & Loss Account of the Company for the year under review are on estimation basis, pending receipts of information as to whether the amount received by ARCIL on behalf of the above secured creditors and the amount received by BSFC & BICICO as stated above were in full and final settlement of their dues from the Company.

j) Your Directors are pleased to report that on the basis of submission of secured creditors that one time settlement of the dues being under advances stage of consideration and that the reference to BIFR may be abated the Honble Bench of BIFR was pleased to direct abatement of the Reference of the Company under 3rd provision of sec. 15(1) of SICA.

k) Your Directors are still hopeful to carry on its business at the

Unit Hind Polymers after possible diversification, provided Financial Assistance are forthcoming from the Bank or any Financial Institutions, although the production of the said unit has been discontinued w.e.f. 20th March 2009.

I) Report of your Directors under Para 3(b) of their reports on Annual Accounts of the Company for the year ending 31st March 2008 is still continuing. Further the P.F. Authorities, de- manded for demmurage/interest for non payment of Rs. 25.93 lacs by the Units of Patna. Both the matters have since been remanded by Patna High Court to the RF. Tribunal for fresh hearing.

m) There is also no change in the Directors Report as there was, in Para 3(e) in the Directors Report on the accounts of the Com- pany ending 31st March, 2008.

4 FUTURE PROSPECTS.

It was previously reported, after the closure of Hi-Tech Steels & Steel units at Patna w.e.f. 1 st April 2001 and the sale of movable & immov- able assets of the said two units at Patna by ARCIL, under the provision of SARFAESI Act 2002, the Directors are looking for oppor- tunities to carry on its business at the Unit Hind Polymers after

possible diversification, provided Financial Assistance are forth- coming from the Bank or any Financial Institutions, although the production of the said unit has been discontinued w.e.f. 20m March 2009,due to, mainly for non-abailability of required mar- ket and continuous operating loss.

5. DIVIDEND.

In view of the aforesaid circumstance questions of payment of Dividend does not arise

6 EXPORTS.

There is no export of the Company during the year as also in previous year.

7. AUDITORS.

7.1 M/s Taparia & Co., Chartered Accountants, retire at the conclusion of the ensuing Adjourned Annual General Meeting and being eligible, offer themselves for re-appointment. The retiring auditors have furnished certificates of their eligibility for reappointment as required under the Companies Act, 1956. Your Directors recommend for their re-appointment.

7.2 BRANCH AUDITORS.

a) M/s. K. N Gutgutia & Co. Chartered Accountants, retire at the conclusion of the ensuing Adjourned Annual General Meeting, and are eligible for re-appointment as Branch Audi- tors. Your Directors recommend for their re-appointment.

8. DIRECTORS.

a) Shri V. K. Singhania a director shall retire and being eligible offer himself for reelection. Your Directors recommended for his re election in the next Annual Meeting.

b) The terms of of Shri S. K. Modi as Managing Director of the Company expired on 30th November 2009. His reappointment on the same terms for three years w.e.f 1 st December 2009 has been approved by the Remuneration Committee. Audit Commit- tee and Board of Directors at their meeting held on 10th August 2009 and August 2009 respectively The said reappointment was also approved by the Share Holders of the Company as Special

Resolution at their meeting held on 24th September 2009 The Companys application to the Central Government for its ap- proval of the said reappiontment u/s 269 of the Companies Act 1956 dated 7th December 2009 is under process. (Since ap- proved and received)

9. QUALIFICATION ON AUDITORS REPORT

Directors clarification on the qualification of Auditors Report have been stated here under and also as stated in the respective Notes in Schedule 17 as referred to by the Auditors in their report, i.e.

A) Reasons for non-written off and non-written back of all remaining debtors and creditors of the Units at Patna:- It has been reported in Para 6(A) in Schedule 17 that due to non-payment of Companys dues to the Financial Institutions namely ICICI, IDBI, SBI, BSFC, BICICO and also PICUP, who were having charged on all movable & immovable assets of the Units and of the Companym and due to ARCIL having taken over possessions of all movable and immovable assets of the Units and of the Company under the provision of Section 13 of SARFAESl Act as also due to various restrictions prevailing, like restriction under sub-sec. 13 of Sec. 13 of SARFAESl Act 2002, as also due to non-adjustment/distribu- tion of the sale proceeds realized by ARCIL out of sales of all movable and immovable assets of the Units at Patna, as also due to the facts that certain debtors of the Company having been referred to BIFR under SICA, the Directors thought it to be prudent to decide on writing off the debtors and writing back of the Creditors and balance of outstanding liabilities of the units at Patna after final settlement with the Secured Creditors and also in consultation with the ARCIL representing the Secured Credi- tors.

B) Regarding Miscellaneous Bank Balances at the Units at Patna aggregating Rs.6 15 Lac:- As stated earlier adjustment/write off will be made in subsequent year after full & final settlement with the secured creditors and after certain scrutiny.

C) About information by ARCIL:- As stated in Para vi of the Auditors

Report - The matter is still under negotiation and adjustment/write back of interest if any, or of the Principal amount of Secured Loans if any, or Unsecured Loans if any, Unsecured Creditors if any will be made after full & final settlement with ARCIL representing the Secured Creditors.

D) Regarding non-deposit of unclaimed Dividend/interest, non-provision of interest payable to the Secured Creditors, non-ascertainment of liability shown underthe head contingent liability in Schedule 17 etc.:- All matter have been explained in Schedule 17 and the Directors will decide to take appropriate action after full and final settlement with ARCIL representing secured creditors. The matter regarding adjust- ment of proceeds of shares taken over by Secured Creditors as stated in Para 3 in Auditors Report, will also be taken care at the time of full and final settlement with ARCIL.

10 DIRECTORS RESPONSIBILITY STATEMENT - PURSUANT TO SECTION. 217 (2AA)

Your Directors confirm that :

i. In the preparation of the Annual accounts, the applicable accounting Standards had been followed along with proper ex- planation relating to material departures;

ii. 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 loss of the Company for that period;

iii. The Directors had taken proper and sufficient care as far as practicable under the prevailing circumstances for 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, subject, however to note no 7(c) inschedule 17 annexed to the Balance Sheet as at 31st March 2009 regarding fixed assets register.

iv. As reported earlier, all moveable & immovable assets of the units at Patna and at Ghaziabad were taken over by ARCIL on behalf of most of the Secured Creditors namely ICICI Ltd, State Bank of India and Industrial Development Bank of India. There is no operation at the units at Patna since 01st April 2001. The moveable assets of the units at Patna have since been sold by ARCIL and sale of immoveable assets of the said units are in proces. The unit at Ghaziabad was partially working since there is little market for its products. However production of the said unit has been discontinued permanently with effect from 20.03.2009.

12. CORPORATE GOVERNANCE:-

Pursuant to clause 49 of the Listing Agreements with the Stock

Exchanges, report on Corporate Governance along with certifi- cate from the Practicing Company Secretary are attached hereto and form part of this report.

13 DEPOSITS.

The Company has not accepted any deposits from the public.

14 LIST OF THE STOCK EXCHANGES:

The Companys shares were listed on Magadh Stock Exchange at Patna, Stock Exchanges at Mumbai and Calcutta. The Com- pany has already paid the Annual Listing Fees for the year 2006- 2007 to Stock Exchange Mumbai and Calcutta Stock and up to 2005-06 to Madabh Stock Exchange.

15 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

As required underSection217(1)(e)ofthe Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particu- lars in Report of the Board of Directors) Rules 1988, the particulars relating to Conservation of Energy, Technology ab- sorption and Foreign Exchange Earnings and Outgo if any are annexed with Balance Sheet & Profit and Loss Account.

16 PARTICULARS OF EMPLOYEES.

Pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the Directors have to report to you that there was no such employees employed for the whole year and were in receipt of remuneration in aggregate of not less than 24,00,000/- per year throughout the financial year. There was also no em- ployees employed for part of the year and were in receipt of remuneration of not less than Rs. 2,00,000 per month thereafter.

17. BALANCE SHEET ABSTRACT AND CASH FLOW STATEMENT.

The Balance Sheet Abstract as at 31st March 2009 as required under Schedule VI of the Companies Act 1956 and the Cash Flow statement as required under the Listing Agreement with the Stock Exchanges, for the period ending 31st March 2009 are attached with this Annual Report.

18 INDUSTRIAL RELATIONS.

The Management and Employee relations remained cordial and the Directors place on record their appreciation of the dedication shown by the Officers and Employees at all levels.

19 ACKNOWLEDGEMENT.

Your Directors place on record their gratitude and apprecia- tion to the Investors, Financial Institutions, Banks, Securi- ties and Exchange Board of India,Reserve Bank of India, Stock Exchanges, State and Central Governments and other Government Agencies for the recognition given and the trust re- posed by them in your Company.



By order of the Board

Sd/- S. K. Modi

Kolkata Managing Director

Dated : the 20th day of October, 2010.