Ensa AR 15-16 · Title: Ensa AR 15-16 Author: ABC Created Date: 9/6/2016 12:52:07 PM

ANNUALREPORT2015-2016

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ENSA STEEL INDUSTRIES LIMITED

ENSA STEEL INDUSTRIES LIMITED ANNUAL REPORT 2015-2016

BOARD OF DIRECTORS Rajnikant Sandesara

Rajbhushan Dixit

Tirthesh Thakkar (upto August 30, 2016)

Sanjay Chohan (upto August 30, 2016)

Jayshree Sonawala

Neeraj Sharma (w.e.f. August 30, 2016)

BANKERS Punjab National BankCorporation Bank

AUDITORS H. S. Hathi & Co.Chartered Accountants

REGISTERED OFFICE 43, Atlanta Building,Nariman Point,Mumbai – 400 021,Maharashtra, India.

REGISTRAR & M/s. Purva Sharegistry (India) Pvt. Ltd.SHARE TRANSFER 9,, Shivshakti Insl. Est., J.R.Boricha Marg,AGENT (RTA) Lower Parel (E), Mumbai – 400 011,

Maharashtra, India.

WEBSITE www.ensasteel.com

EMAIL [email protected]


CORPORATE IDENTITY NUMBER (CIN) : L45200MH1985PLC035172

COMPANY INFORMATION


CONTENTS

AGM Notice …………………………………………………………………………… 1

AGM Venue Route Map …………………………………………………………. 6

Directors' Report …………………………………………………...................... 7

Management Discussion Analysis Report …………………................ 13

Secretarial Audit Report (MR-3) …………………..................…………. 15

Nomination & Remuneration Policy ……………………………............ 18

Corporate Governance Report ……………………………............. 21

Extract of Annual Return (MGT-9) ……………………………….............32

Financial Section

Independent Auditor's Report ……………………..................…………. 41

Balance Sheet ………………………………………………...................………. 47

Statement of Profit & Loss ……………………………………………………… 48

Cash Flow Statement ………………………………………......................… 49

Notes to the Financial Statements ………………………...............…… 50



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NOTICE

To,

The Member(s),

ENSA Steel Industries LimitedndNotice is hereby given that the 32 Annual General Meeting of “ENSA Steel Industries Limited” will be held

on Wednesday, September 28, 2016 at 10:30 a.m. at Sheetal – I Hall, Land Mark, Link Road, Mith Chowkey,

Malad (W), Mumbai – 400 064, Maharashtra, India to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the nine months ended

on March 31, 2016 and the Reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Rajbhushan Dixit (DIN- 00025484), who retires by rotation and being eligible,

offers himself for re-appointment.

3. To Appoint Auditors and fix their remuneration and in this regard, to consider and if thought fit, to pass with or

without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT M/s. H.S. Hathi & Co., Chartered Accountants (Firm Registration No. 103596W), be and are

hereby appointed as the Statutory Auditors of the Company to hold office from the conclusion of this Annual

General Meeting till the conclusion of the next Annual General Meeting on such remuneration as may be

mutually agreed between the Board of Directors and the Auditors.”

SPECIAL BUSINESS:

4. To appoint a Director Mr. Neeraj Sharma, who was appointed with effect from August 30, 2016 by the Board and

pursuant to provisions of Section 161 of the Companies Act, 2013, holds office up to the date of this Annual

General Meeting of the Company. The Company has received notice under Section 160 of the Companies Act,

2013 proposing his candidature for the office of Director.

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary

Resolution:

“RESOLVED THAT pursuant to applicable provisions of the Companies Act, 2013 read with the Rules made there

under and Corporate Governance norms prescribed under the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) 2015, Mr. Neeraj Sharma [DIN: 02941107], be and is hereby

appointed as an Independent Director of the Company to hold office for a term of five consecutive years, with

effect from September 28, 2016.”

“FURTHER RESOLVED THAT Any of the Director of the Company be and are hereby severally authorised to

take necessary actions and complete all the legal formalities related thereto.”

ENSA STEEL INDUSTRIES LIMITED 43, Atlanta Building, Nariman Point, Mumbai – 400 021, Maharashtra, India

CIN : L45200MH1985PLC035172Tel.No.: +91-22- 66306732 • E Mail ID: [email protected]

Web Site: www.ensasteel.com

Registered Office :

By Order of the Board

For ENSA Steel Industries Limited

Rajnikant SandesaraDirector

(DIN: 01671907)Mumbai : August 30, 2016

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THIS 32nd ANNUAL GENERAL MEETING OF THE COMPANY IS

ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A

MEMBER OF THE COMPANY. A PROXY SO APPOINTED SHALL HAVE NO RIGHT TO SPEAK AT THE MEETING.

2. A person can act as a proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more

than ten percent of the total share capital of the Company carrying voting rights. A member holding more than

ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy

and such person shall not act as a proxy for any other person or shareholder.

3. The instrument appointing a proxy must be deposited with the Company at its Registered Office not less than 48

hours before the time for holding the meeting. No Proxy Form shall be considered as valid on its receipt after

10.30 a.m. on September 26, 2016.

4. The Company has notified closure of Register of Members and the Share Transfer Books from Wednesday,

September 21, 2016 to Wednesday, September 28, 2016 (both days inclusive) for the purpose of Annual General

Meeting.

5. Member can avail the facility of nomination in respect of securities held by them in physical form pursuant to

Section 72 of the Companies Act, 2013. Member desiring to avail of this facility may send their nomination in the

prescribed form duly filled –in to our RTA agent by quoting their folio number.

6. Corporate Members intending to send their authorised representatives to attend the Annual General Meeting,

pursuant to Section 113 of the Companies Act, 2013, are requested to send to the Company, a certified copy of

relevant Board Resolution together with the respective specimen signatures of those represetatives(s)

authorised under the said resolution to attend and vote on their behalf at the meeting.

7. Shareholder seeking any information with regard to financial statements are requested to the company at least

ten days before the meeting so as to enable the management to keep information ready.

8. The relevant documents referred to in the accompanying Notice of Meeting and in the Explanatory Statement

pursuant to section 102 of the Companies Act, 2013 are open for inspection by the Members of the Company at

the Registered Office on all working days (except Saturdays, Sundays and Public Holidays) between 11.00 a.m. to

01.00 p.m. up to the date of this Meeting.

9. In compliance with provisions of Section 101 of the Companies Act, 2013 read with Rule 18 of the Companies

(Management and Administration) Rules, 2014, this Notice and Annual Reports for Financial Year 2015-2016 of

your Company is being sent via Electronic Mode (E-mail) to the Members whose E-mail ID was made available to

us by the Depositories Participants. We request the Members to register / update their e-mail address with their

Depository Participant, in case they have not already registered / updated the same. Members who are holding

shares in physical form are requested to get their email address registered with the Registrar and Share Transfer

Agents

10. The Annual Report of the Company circulated to the Members of the Company, will be made available on the

Company's website at www.ensasteel.com and also on website of the BSE Limited.

11. The Notice of AGM, Annual Report and Attendance Slip are being sent in electronic mode to Members whose e-

mail IDs are registered with the Company or the Depository Participant(s) unless the Members have registered

their request for a hard copy of the same. Physical copy of the Notice of AGM, Annual Report and Attendance Slip

are being sent to those Members who have not registered their e-mail IDs with the Company or Depository

Participant(s). Members who have received the Notice of AGM, Annual Report and Attendance Slip in electronic

mode are requested to print the Attendance Slip and submit a duly filled in Attendance Slip at the registration

counter to attend the AGM.

12. As an austerity measure, copies of the Annual Report will not be distributed at the Annual General Meeting.

Members are requested to bring their copy of Annual Report with them.


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nd13. A route map showing directions to reach the venue of the 32 Annual General Meeting is annexed.

14. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of Companies

(Management and Administration) Rules, 2014, and Regulation 44 of Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members are provided with the facility

to cast their votes electronically, through the remote e-voting services provided by Central Depository Services

(India) Limited (CDSL), on all the resolutions set forth in this Notice.

15. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-

off date) i.e. Wednesday, September 21, 2016, may cast their vote electronically. Any recipient of the notice, who

has no voting rights as on the cut-off date, shall treat this notice as intimation only.

16. Voting through Electronic Means:

Pursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of the Act, the Company

is pleased to provide the facility to Members to exercise their right to vote by electronic means. The

Members desiring to vote through electronic mode may refer to the detailed procedure on e-voting given

hereinafter. The voting right of shareholders shall be in proportion of their share (In the paid up equity share

capital of the Company) as on the cut-off date, being Wednesday, September 21, 2016. The voting period

will commence from Sunday, September 25, 2016 at 9:00 am (IST) and will end at 05:00 pm (IST)

on Tuesday, September 27, 2016. During this period shareholders' of the Company, holding shares either

in physical form or in dematerialized form, as on the cut-off date i.e. Wednesday, September 21, 2016 may

cast their vote electronically

Any person, who acquires shares of the Company and becomes member of the Company after dispatch of the

notice and holding shares as on Wednesday, September 21, 2016, may obtain the login Id and password by

sending request at [email protected]. The e-voting module shall be disabled by CDSL for voting

by 5.00 p.m. on Tuesday, September 27, 2016.

The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date

(cut-off date) i.e. Wednesday September 21, 2016, may cast their vote electronically. The voting right

of shareholders shall be in proportion of their share(In the paid up equity share capital of the Company) as

on the cut-off date, being Wednesday September 21, 2016.

The Company has appointed Mr. Jay Pandya to act as the Scrutinizer for conducting the remote e-voting

process as well as the voting through Poll Paper at the AGM, in a fair and transparent manner.

The instructions for shareholders voting electronically are as under:

(i) The Shareholder should log on to the e-voting website www.evotingindia.com.

(ii) Now click on shareholders to cast your votes.

(iii) Now Enter your User ID

a) For Members holding shares in De mat form:

• For CDSL: 16 digits beneficiary ID and

• For NSDL: 8 Character DP ID followed by 8 Digits Client ID.

b) For Members holding shares in Physical form:

• Enter Folio Number registered with the Company.

(iv) Next enter the Image verification as displayed and click on Login.

(v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on

an earlier voting of any Company, then your existing password is to be used.


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(vi) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

Enter your 10 digits alpha-numeric PAN issued by Income Tax Department when promptedby the system while e-voting (applicable for both demat shareholders as well as physicalshareholders).

PAN Members who have not updated their PAN with the Company/Depository Participant arerequested to use the first two letters of their name and the 8 digits of the sequence numberin the PAN Field. The Sequence Number is printed on address label/sticker affixed on theback page of the Annual Report.

DOB Enter the date of birth as recorded in your demat account or in the Company records forthe said demat account or folio in dd/mm/yyyy format.

Dividend Enter your dividend bank details as recorded in your demat account or in the Company Bank records for the said demat account or folio.Details

Please enter DOB or dividend bank details in order to login. If the details are not recorded with the depository or Company, please enter the member id/folio no. in the Dividend Bank details field as mentioned in instruction (iii).

(vii) After entering these details appropriately, click on “SUBMIT” tab.

(viii) Members holding shares in physical form will then reach directly to the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily change their login password in the new password field. Kindly note that this password is also to be used by the demat account holders for voting for resolutions of any other Company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(ix) Click on the EVSN for the relevant 'Ensa Steel Industries Limited' for which you choose to vote.

(x) On the voting page, you will see 'RESOLUTION DESCRIPTION' and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view entire Resolutions.

(xii) After selecting the Resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xiv) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xv) If Demat account holder has forgotten the same password then 'Enter' the User ID and the image verification code and click on Forgot Password & Enter the details as prompted by the system.

(xvi) Note for Non – Individual Shareholders and Custodians :

• Non-individual shareholders (i.e. other than individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate.

• A scanned copy of registration form bearing the stamp and sign of the entity should be emailed to helpdesk. [email protected].


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• After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued infavour of custodian, if any, should be uploaded in PDF format in the system for the scrutiniserto verify the same.

(xvii) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (FAQs) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected].





Explanatory Statement under Section 102 of the Companies Act, 2013 relating to Special Business mentionednd

in the Notice convening the 32 Annual General Meeting;

Item No. 4:

Appointment of Mr. Neeraj Sharma as an Independent Director

The Board has appointed Mr. Neeraj Sharma as an Additional Director with effect from August 30, 2016.

Mr. Sharma has obtained Bachelor Degree in Commerce and he served as Independent Director on the Board

of Shyamal Holdings and Industries Limited. Based upon the Board's opinion and declaration received from

Mr. Sharma, he meets the independence criteria and possesses relevant experience and expertise.

His continued association with the Company would be a great advantage. Your Directors therefore recommend his

election to the office of Director of the Company. Notice from a Member proposing his candidature together with a

deposit of `. 100,000/- in terms of Section 160 of the Companies Act, 2013 has been received by the Company.

Except Mr. Neeraj Sharma, no other Director and their relatives are interested (financially or otherwise) in the

resolution.






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AGM ROUTE MAP

nd 32 Annual General MeetingAGM Venue :

Sheetal – I Hall, Land Mark, Link Road, Mith Chowkey, Malad (W),

Mumbai – 400 064, Maharashtra, India.

DIRECTORS’ REPORT

Dear Shareholders,

ndYour Directors have pleasure in presenting 32 Annual Report for the nine months period ended on

March 31, 2016. The Accounting year of the Company has been changed from July –June to April-March

in line with the provisions of Section 2(41) of the Companies Act, 2013, which prescribe a uniform

financial year. Accordingly, current year's Annual Accounts and Report of the Company are for a

period of nine months from July 1, 2015 to March 31, 2016. These figures, therefore, are not

comparable with those of the previous financial year ended on June 30, 2015.

FINANCIAL RESULTS FOR THE NINE MONTHS ENDED ON MARCH 31, 2016

( in Lacs)

Particulars 9 Months ended on Financial year ended on

March 31, 2016 June 30, 2015

Operating Loss (3.13) (12.75)

Interest – –

Gross loss (3.13) (12.75)

Depreciation 9.65 21.77

Profit/(Loss) Before tax (12.78) (34.52)

Provision for Tax – –

Net Profit/(Loss) after Tax (12.78) (152.08)

Transfer to General Reserve – –

Balance carried to Balance Sheet (12.78) (152.08)

OPERATIONS

The total income of the Company in the current year has been 23.66 Lacs and in the previous year

it was 32.65 Lacs. Your Company has incurred loss of 12.78 Lacs in the current year and in the

previous year it was 152.08 Lacs.

DIVIDEND & TRANSFER TO RESERVE

In view of the loss for the nine months period ended on March 31, 2016, no amount is proposed to be

transferred to the reserve(s) and your Directors have not recommended payment of any dividend for the

year under review.

SHARE CAPITAL

During the aforesaid period, there was no change in the paid up Equity Share in the Financial Year for the

nine months ended on March 31, 2016.

NUMBER OF BOARD MEETINGS

During the period of nine months ended on March 31 2016, the Board of Directors met 3 (three) times viz.,

on August 27, 2015, November 5, 2015, and February 10, 2016. The maximum interval between any two

meetings did not exceed 120 days. Details of the meetings of the Board along with the attendance of the

Directors therein have been disclosed as part of the Corporate Governance Report.

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COMMITTEE OF THE BOARD OF DIRECTORSThe Board has constituted following committees of Directors to deal with matters and monitor the activities

falling within the respective terms of reference:-● Audit Committee● Nomination and Remuneration Committee● Stakeholders Relationship Committee ● Corporate Social Responsibility CommitteeThe details of the membership, terms of reference and attendance at the meetings of the above

Committees of the Board are provided in the Corporate Governance Report forming a part of this Annual

Report. There has been no instance where the Board has not accepted the recommendations of the Audit

Committee.

DIRECTORSAppointment / Re-appointments:

Retirement by Rotation:Pursuant to the provisions of the Section 152 of the Companies Act, 2013 and the Articles of Association of

the Company, Mr. Rajnikant Sandesara, Non-Executive Director, retires by rotation at the ensuring Annual

General Meeting and being eligible, offers himself for re-appointment.

Appointment of Independent Director:The Board of Directors has, on the recommendation of the Nomination & Remuneration committee

appointed Mr. Neeraj Sharma who was appointed as an Additional Director in the category of Independent

Directors with effect from August 30, 2016 and his appointment as an independent Director of the

Company for term of five years from September 28, 2016 to September 27, 2021 is proposed for approval nd

of shareholders at the ensuing 32 Annual General Meeting. The particulars of Mr.Neeraj Sharma is given nd

in the Notice of the Ensuring 32 Annual General Meeting of the Company

Resignation:Mr. Tirthesh Thakkar and Mr. Sanjay Chohan, Independent Director's stepped down from the Board with

effect from August 30, 2016. The Board wishes to place on record its appreciation for the valuable

contributions made by them to the Board and the Company during their tenure.

Mr. Rajbhusan Dixit will continue as Non-Executive Director of the Company.

Sad demise:Your Directors express their profound grief and sorrow on the sad demise of Shree Jayantilal Sandesara.

Board of Directors place on record their deep sense of appreciation for the valuable services rendered by

him during his association as a Director of the Company prior to his sad demise.

DECLARATION OF INDEPENDENCE BY DIRECTORPursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement

on declaration given by Independent Directors under Section 149(6) of the Companies Act, 2013, the

Board hereby confirm that all the Independent Directors of the Company have given a declaration and

have confirmed that they meet the criteria of independence as provided in the said Section 149(6) read

with Regulation 16 of Securities and Exchange Board of India (Listing Obligations & Disclosure

Requirements) Regulations, 2015.


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SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIESThe Company does not have any subsidiary, Joint Venture and associate Company for the period

of nine months ended on March 31, 2016. The Board has approved a policy for determining

material subsidiaries and same is uploaded on the website of the company. The web link for the

same is www.ensasteel.com.

DEPOSITSDuring the period of nine months ended on March 31 2016, your Company has not accepted any fixed

deposits from the public falling under Section 73 of the Companies Act, 2013 read with the Companies

(Acceptance of Deposits) Rules, 2014. As, as on March 31, 2016, there were no deposits which remained

remained unpaid or unclaimed and were due for repayment.

AUDITORS The Statutory Auditors, M/s. H. S. Hathi & Co., Chartered Accountants, Mumbai (Firm Registration

ndNo:103596W) who will retire at the conclusion of 32 Annual General Meeting to be held on September 28,

2016 and being eligible, offer themselves for re-appointment. A certificate from them has been received to

the effect that their 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 appointment within the meaning of

Section 141 of the Act.

The observations and comments given by Auditors in their report read together with notes to Accounts are

self explanatory and hence do not call for any further comments under Section 134 of the Act. The Auditors'

Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORA Secretarial Audit was conducted during the period of nine months ended on March 31, 2016 by the

Secretarial Auditor M/s. S Bhattbhatt & Co, a Company Secretary in Practice. There are no qualifications

or observations or remarks made by the Secretarial Auditor in their Report. The Report of Secretarial Audit

in form of MR-3 for period of nine months ended on March 31, 2016 is attached as Annexure-2.

RELATED PARTY TRANSACTIONSAll contract(s) / arrangement(s) / transaction(s) entered into by your Company with its related parties,

during the year under review, were: • in “ordinary course of business” of the Company; • on “an arm's length basis”; and • not “material”,

As per the provisions of Section 188(1) of the Act read with Companies (Meetings of Board and its Powers)

Rules, 2014. Accordingly, Form AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act

and Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of Related Party

Transactions, which are “not at arm's length basis” and also, which are “material & at arm's length basis”, is

not provided as an annexure of the Directors' Report.

Further, pursuant to the provisions of the Act and the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, Board has, approved and adopted a Policy on Related Party

Transactions. The said policy is available on your Company's website viz. www.ensasteel.com.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUNDThe provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend

declared and paid by the Company.


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PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not granted any loan or guarantee and does not have any investments as prescribed

under section 186 of the Companies Act, 2013 for the period of nine months ended on March 31 2016.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN

FUTURE

During the period of nine months ended on March 31, 2016, there were no such orders passed by the

regulators or courts or tribunals impacting the going concern status and company's operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL

STATEMENTS

The Company has adequate internal control procedures commensurate with its size and nature of

business. The business control procedures ensure efficient use and protection of Company's resources

and compliance with policies, procedures and statutory requirements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE

COMPANY

There have been no material changes and commitments, affecting the financial position of the Company

which occurred between the end of period of nine months ended on March 31, 2016 to which the financial

statements relate and the date of this report.

NOMINATION AND REMUNERATION POLICY

The Company follows a policy on nomination and remuneration of Directors and Senior Management

Employees. The Policy is approved by the Nomination and Remuneration Committee. The Policy of the

above is attached in Annexure-3

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is a company's sense of responsibility towards the community and

environment in which it operates. It is the continuing commitment by business to behave ethically and

contribute to economic development of the society at large and building capacity for sustainable

livelihoods. The Company believes in conducting its business responsibly, fairly and in a most transparent

manner. It continually seeks ways to bring about an overall positive impact on the society and environment

where it operates and as a part of its social objectives.

This policy has been formally formulated and adopted in terms of Section 135 of the Companies Act, 2013

and Rules framed there under to undertake CSR activities.

The responsibilities of the CSR Committee include:

1. Formulating and recommending to the Board of Directors the CSR Policy and indicating activities to

be undertaken.

2. Recommending the amount of expenditure for the CSR activities.

3. Monitoring CSR activities from time to time.

In view of the losses for the year under review, your Company was not required to spend any amount

towards the CSR activities, as per the applicable provisions of Section 135 of the Companies.Act, 2013.

Accordingly, the details of the CSR activities during the year under review are not provided in this Report.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and

individual directors pursuant to the provisions of the Act and the corporate governance requirements as

prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements), Regulations 2015 (“SEBI Listing Regulations”).


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The performance of the committees was evaluated by the board after seeking inputs from the committee

members on the basis of the criteria such as the composition of committees, effectiveness of committee

meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual

directors on the basis of the criteria such as the contribution of the individual director to the board and

committee meetings like preparedness on the issues to be discussed, meaningful and constructive

contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects

of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance

of the board as a whole and performance of the chairman was evaluated, taking into account the views of

non-executive directors. The same was discussed in the board meeting that followed the meeting of the

independent directors, at which the performance of the board, its committees and individual directors was

also discussed.

CORPORATE GOVERNANCECorporate governance requirements under the Companies Act, 2013, and as stipulated under the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015. A separate section on corporate governance under the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, along with the certificate from the Statutory Auditor confirming the

compliance, is in Annexed-4.

MANAGEMENT DISCUSSION & ANALYSISManagement Discussion and Analysis for the year under review, as stipulated under Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Regulation 34(3) read with Schedule V of the Listing Regulations, is presented in Annexure-1.

EXTRACT OF ANNUAL RETURNThe details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as

Annexure-5.

PARTICULARS OF EMPLOYEES:No employee of the Company is covered under the provisions of Section 197(12) of the Companies Act,

2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 and disclosures pertaining to remuneration and other details as required under Section

197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 is not applicable to the Company.

VIGIL MECHANISMYour Company has a well-defined 'Whistle Blower Policy' and established Vigil Mechanism to provide for

adequate safeguard against victimisation of Directors and employees who follow such mechanism and

also make provisions for direct access to the chairperson of Audit Committee in appropriate cases. Details

of the Vigil Mechanism policy are made available on the Company's website at www.ensasteel.com.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORSAll new Independent Directors (IDs) inducted into the Board are given an orientation. Presentations are

made by other Directors and Senior Management giving an overview of the Company's operations, to

familiarize the new IDs with the Company's business operations. The new IDs are given an orientation on

our products, Board constitution and procedures, matters reserved for the Board, and the Company's

major risks and risk management strategy. The Policy on the Company's Familiarisation Programme for

IDs can be accessed at www.ensasteel.com.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013The Company has in place a Policy against Sexual Harassment at work place in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set-up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. No complaint received by the Committee during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOIn accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 the required information relating to conservation of energy, technology absorption is not required to be given as Company do not have any manufacturing activities. There is no foreign exchange earnings or outgo during the year.

DIRECTORS' RESPONSIBILITY STATEMENTPursuance to the requirement under Section 134(3)(c) of the Companies Act, 2013, your directors hereby states that :

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

b) The accounting policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company for the nine months period ended on March 31, 2016 and of the loss of the Company for the aforesaid period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) Annual accounts of the Company have been prepared on a 'going concern' basis;

e) Internal financial controls have been laid down and being followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws have been devised.

ACKNOWLEDGEMENTYour Directors would like to express their sincere appreciation for the cooperation and assistance received from shareholders, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff of the Company during the financial year.


12

By Order of the BoardFor ENSA Steel Industries Limited

Jayshree SonawalaDirector



(DIN: 01671907)

(ANNEXURE-1 TO THE DIRECTOR'S REPORT)

MANAGEMENT DISCUSSION AND ANALYSIS

a. Industry structure and developments : India is the world's third-largest producer of crude steel (up from eighth in 2003) and is expected to

become the second-largest producer by 2016. The growth in the Indian steel sector has been driven

by domestic availability of raw materials such as iron ore and cost-effective labour. Consequently,

the steel sector has been a major contributor to India's manufacturing output.

The Indian steel industry is very modern with state-of-the-art steel mills. It has always strived for

continuous modernisation and up-gradation of older plants and higher energy efficiency levels.(Source:Ibef)

But as per the reports from OECD, the outlook for the steel sector has, unfortunately, weakened

further in recent months, reflecting not only cyclical factors such as the slowdown in world economic

growth but also growing structural challenges such as excess inflow of imports at predatory prices.

With the global business cycle expected to remain subdued over the next few years, resolving the

structural factors that are inhibiting the industry from reaching its full potential will remain a key

priority going forward (Source: OECD)

b. Opportunity and Threats ; Your Company operates in an area where a large market exists and offers ample opportunities for

growth.

c. Outlook : Despite multiple headwinds, India produced 91.46 million tonnes(MnT) crude steel in FY 2015-16 a

increase of 7.7% from last year. In FY 2015-16, the country consumed approx 109 million tonnes

(MnT) of finished steel. The industry growth is driven by an availability of raw materials such as iron

ore. India was the only major steel consuming market globally which continued to witness increasing

demand environment - finished steel demand growth stood at 4.5% in FY 2015- 16. However, Due to

the high imports from countries like China, Japan, South Korea and Russia, which continued to sell

their surplus steel production at predatory prices. South Korea and Japan, especially, benefited due

to the free trade agreement with India. Consequently, the consumption of domestically produced

steel fell by 0.6% during the financial year. The domestic steel industry was forced to take a series of

price cuts – leading to a severe margin squeeze for the Indian steel companies. The Steel sector in

India has contributed nearly 2% of the Gross Domestic Product (GDP)(Source:Ibef)

d. Risks and Concerns : In Current year 2015, the global steel demand declined, primarily due to the slowdown in China and

globally a low investment trend.

Global steel industry continued to be impacted by large overcapacity especially in China, Japan,

Korea and CIS. Though the steel production decreased in all regions except Oceania during the

year, the decline in production was slower than the drop in demand. Exports from the steel surplus

countries flooded the global steel markets leading to a severe pressure on supply and demand

balance and steel prices. Consequently, the negatively impacted countries intensified trade

remedial actions to check the surge in imports from steel surplus countries. Meanwhile, the

oversupplied iron ore and coking coal market also followed the trend of the falling steel prices.

However, due to the thrust on stimulus and physical market tightness in China, the global steel price

recovered mainly by the end of financial year 2015-16


13


14

Developed Economies

Countries Production of Crude Steel (in Mnt) 2015-2016

North America 82.18

U.S. 58.52

EU (28) 119.01

Germany 31.31

Italy 16.11

Francep 10.60

Spain 10.66

Emerging Economies

Countries Production of Crude Steel (in Mnt) 2015-2016

Asia 801.38

CIS 75.70

Russia 52.64

Ukraine 17.83

South America 31.18

Brazil 23.60

China 583.72

e. Internal control systems and their adequacy :Your Company has an adequate system of internal control which provides reliable financial reporting, safeguards assets and encourages adherence to management policies. The strategic decision is taken to ensure Company's growth and protect the interest of shareholders

f. Financial performance :Financial performance of the Company has been indicated in the Directors' Report.

g. Cautionary StatementManagement Discussion and Analysis detailing the Company's objectives and expectations may be “forward looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied depending upon global and Indian demand-supply conditions, changes in Government regulations, tax regimes, economic developments within India and overseas.





(DIN: 01671907)

FORM NO. MR-3

SECRETARIAL AUDIT REPORTfor the financial year of nine months ended on March 31, 2016

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules, 2014]

To, The Members,

Ensa Steel Industries Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Ensa Steel Industries Limited.(hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Ensa Steel Industries Limited's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year of nine months ended on March 31, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Ensa Steel Industries Limited (“the Company”) for the financial year of nine Months ended on March 31, 2016 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

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

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;


15


(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; and

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Mumbai Stock Exchange Limited andThe Calcutta Stock Exchange Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors and Independent Directors.

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

Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period the company no specific events / actions having a major bearing on the company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above has occurred.

This report is to be read with Annexure attached herewith.

SUHAS BHATTBHATTPracticing Company Secretary

ACS No. 11975C P No.:10427Vadodara, May 23, 2016

SECRETARIAL AUDIT REPORT (ANNEXURE-2 TO THE DIRECTOR'S REPORT)


16

'Annexure A'

To,The MembersEnsa Steel Industries Limited

My secretarial Audit report of May 23, 2016 is to be read alongwith this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. My

responsibility is to express an opinion on the secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable

assurance about the correctness of the contents of the Secretarial records. The verification was

done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the

processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts

of the company.

4. Where ever required, I have obtained the Management representation about the compliance of

laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards

is the responsibility of management. My examination was limited to the verification of procedures

on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor

of the efficacy or effectiveness with which the management has conducted the affairs of the company.

SECRETARIAL AUDIT REPORT (ANNEXURE-2 TO THE DIRECTOR'S REPORT)


17

SUHAS BHATTBHATTPracticing Company Secretary

ACS No. 11975C P No.:10427Vadodara, May 23, 2016

(ANNEXURE- 3 TO THE DIRECTOR'S REPORT)

NOMINATION AND REMUNERATION POLICY

1. OBJECTIVE

The Nomination and Remuneration Committee and this Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The Key Objectives of the Committee would be:

a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

c) To recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

2. DEFINITIONS

a) Key Managerial Personnel: Key Managerial Personnel means

i. Chief Executive Officer or the Managing Director or the Manager;

ii. Company Secretary;

iii. Whole Time Director;

iv. Chief Financial Officer; and

v. Such other officer as may be prescribed.

b) Senior Management:

Senior Management means personnel of the company who are members of its core management team excluding the Board of Directors. This would also include all members of management one level below the executive directors including all functional heads.

3. ROLE OF COMMITTEE

The role of the Committee inter alia will be the following:

a) To formulate a criteria for determining qualifications, positive attributes and independence of a Director;

b) To recommend to the Board the appointment and removal of Senior Management;

c) To carry out evaluation of Director's performance and recommend to the Board appointment / removal based on his /her performance;

d) To recommend to the Board on

i. Policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management and

ii. Executive Directors remuneration and incentive;

e) To make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;

f) Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks;


18


19

g) To devise a policy on Board diversity; and

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

4. MEMBERSHIP

a) The Committee shall consist of a minimum 3 non-executive directors, majority of them being independent.

b) Minimum two (2) members shall constitute a quorum for the Committee meeting.

c) Membership of the Committee shall be disclosed in the Annual Report.

d) Term of the Committee shall be continued unless terminated by the Board of Directors.

5. CHAIRMAN

a) Chairman of the Committee shall be an Independent Director.

b) Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee.

c) In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman.

d) Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some other member to answer the shareholders' queries.

6. FREQUENCY OF MEETINGS

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

7. COMMITTEE MEMBERS' INTERESTS

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

b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

8. SECRETARY

The Company Secretary of the Company shall act as Secretary of the Committee.

9. VOTING

a) Matters arising for determination at Committee meetings shall be decided by a majority of votes of members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

b) In the case of equality of votes, the Chairman of the meeting will have a casting vote.

10. NOMINATION DUTIES

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

a) Ensuring that there is an appropriate induction & training programme in place for new Directors and members of Senior Management and reviewing its effectiveness;

b) Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Companies Act, 2013;

c) Identifying and recommending Directors who are to be put forward for retirement by rotation.

d) Determining the appropriate size, diversity and composition of the Board;

e) Setting a formal and transparent procedure for selecting new Directors for appointment to the Board;


20

f) Developing a succession plan for the Board and Senior Management and regularly reviewing the plan;

g) Evaluating the performance of the Board members and Senior Management in the context of the Company's performance from business and compliance perspective;

h) Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.

i) Delegating any of its powers to one or more of its members or the Secretary of the Committee;

j) Recommend any necessary changes to the Board; and

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

11. REMUNERATION DUTIES

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

a) To consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of the Board and such other factors as the Committee shall deem appropriate all elements of the remuneration of the members of the Board;

b) To approve the remuneration of the Senior Management including Key Managerial Personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company;

c) To consider any other matters as may be requested by the Board; and

d) Professional indemnity and liability insurance for Directors and senior management.

12. MINUTES OF COMMITTEE MEETING

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

2

3

2

2

3

1

5

1

12

1

Rajnikant Sandesara

Rajbhushan Dixit

Trithesh Thakkar

Jayshree Sonawala

Sanjay Chohan


CORPORATE GOVERNANCE REPORT

1) COMPANY'S PHILOSOPHY ON CODE OF

The Company is committed to maintain high standard of good Corporate Governance to enhance stakeholders' value and compliance with the laws coupled with adherence to the transparencyand business ethics. The Company aims its responsibility towards the community andenvironment in which it operates, towards its employees and business partners and towardssociety in general.

2) BOARD OF DIRECTORS

The board comprises of an optimum combination of Non-Executive, Independent and Women Directors as required under Companies Act, 2013 Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements), 2015. As on date, the Board comprises offive (5) Directors, out of which four (4) are Independent Directors and one (1) is Non Executive Directors. The Chairman of the Board is a Non-Executive Director.

CORPORATE GOVERNANCE

Category

AttendedHeld

NID & NED

ID & NED

ID & NED

ID & NED

ID & NED

3

3

3

3

3

Yes

Yes

Yes

Yes

No


21

01671907

00025484

01247869

01539942

03249844

DIN No.

Directorshipin other

Companies

Last AGMAttendedYes/No

No. of Board Meetingsduring the year

Name of Directors

Notes:1. Directorships exclude foreign companies, companies formed under Section 25 of the Companies

Act, 1956 and Section 8 of the Companies Act, 2013.2. Above mentioned directorship(s) includes directorships in ENSA Steel Industries Limited and all

listed, unlisted and private limited companies.3. As required by Regulation 26 of the Listing Regulations, the disclosure includes membership(s)/

chairpersonship(s) of the Audit Committee and Stakeholders' Relationship Committee in Indian Public Companies (listed and unlisted).

4. Membership(s) of Committees includes chairpersonship(s), if any.5. ID: Independent Director; NED: Non Executive Director; NID: Non Independent Director 6. Accounting year of the Company has been changed from July –June to April-March in line with the

provisions of the Companies Act, 2013. Accordingly, Corporate Governance Report of the Company is for a period of nine months from July 1, 2015 to March 31, 2016.

A. BOARD MEETINGDuring the period of nine months ended on March 31, 2016, three Board Meetings were held on the following dates;

Board Meeting(s) I II III

Dates August 27, 2015 November 5, 2015 February 10, 2016

B. SEPARATE MEETING OF INDEPENDENT DIRECTORS During the year, a separate meeting of the Independent Directors was held on August 27, 2015 without the presence of Other Directors and Management representatives, inter alia, to discuss the performance of Non-Independent Directors and the Board as a whole and the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All Independent Directors of the Company attended the meeting.

2

6

2

-

-

As MemberAs Chairman

1

4

1

-

-

No of Committee positions held in other

Public Companies

C. TRAINING OF INDEPENDENT DIRECTORS AND BOARD MEMBERS The Company familiarizes its Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes. The details of the familiarization programmes for Independent Directors has been posted on the Company's website and can be accessed at www.ensasteel.com

3. COMMITTEES OF THE BOARD The Board has constituted various committees with specific terms of reference and scope. The details of the committee constituted by the Board are given below;

I. AUDIT COMMITTEEThe constitution and terms of reference of the Audit Committee are in compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement).

â Composition of Audit Committee

Name of Member Position Category No. of Meeting

Held Attended

Tirthesh Thakkar Chairman ID & NED 3 3

Rajnikant Sandesara Member NID & NED 3 3

Rajbhushan Dixit Member ID & NED 3 3

The Audit Committee met three (3) times during the year i.e. on August 27, 2015,November 5, 2015 and February 10, 2016. The maximum gap between two meetings was notmore than 120 days.

â Terms of reference of audit Committee are as follows:

I. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

II. Recommendation for appointment, remuneration and terms of appointment of auditorsof the Company.

III. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

IV. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

a) matters required to be included in the director's responsibility statement to be includedin the board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b) changes, if any, in accounting policies and practices and reasons for the same;

c) major accounting entries involving estimates based on the exercise of judgment by management;

d) significant adjustments made in the financial statements arising out of audit findings;

e) compliance with listing and other legal requirements relating to financial statements;

f) disclosure of any related party transactions; and

g) modified opinion(s) in the draft audit report

V. Reviewing, with the management, the quarterly financial statements before submission to the board for approval.


22



23

VI. Reviewing, with the management, the statement of uses / application of funds raisedthrough an issue (public issue, rights issue, preferential issue, etc.), the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilisation ofproceeds of a public or rights issue, and making appropriate recommendations to theboard to take up steps in this matter.

VII. Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process.

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

IX. Scrutiny of inter-corporate loans and investments.

X. Valuation of undertakings or assets of the Company, wherever it is necessary.

XI. Evaluation of internal financial controls and risk management systems.

XII. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

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

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

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

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

XVII. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

XVIII. To review the functioning of the whistle blower mechanism.

XIX. Approve the appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate.

XX. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

XXI. The Audit Committee shall review the information require as per listing information.

II. NOMINATION AND REMUNERATION COMMITTEEThe constitution and the terms of reference of the Nomination and Remuneration Committee (“NRC”) are in compliance with Section 178(1) of the Companies Act, 2013 and Regulation 19 of Listing Regulations.

â Terms of reference of Nomination and Remuneration of Committee

The terms of reference of the Nomination and Remuneration Committee are as follows:

• To formulate a criteria for determining qualifications, positive attributes and independence of a Director.

• To recommend to the Board the appointment and removal of Senior Management.

• To carry out evaluation of Director's performance and recommend to the Board appointment / removal based on his / her performance.

• To recommend to the Board on (i) policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management and (ii) Executive Directors remuneration and incentive.



24

• To make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.

• Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

• To devise a policy on Board diversity.

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

• Composition and Attendance of Nomination and Remuneration of Committee


Held Attended

Tirthesh Thakkar Chairman ID & NED 1 1

Rajnikant Sandesara Member NID & NED 1 1


The Nomination and Remuneration Committee met one (1) time during the financial year 2015-16 i.e. on August 27, 2015.

• PERFORMANCE EVALUATION CRITERIA FOR INDEPNDENT DIRECTORSThe performance evaluation criteria for independent directors are determined by the Nomination and Remuneration Committee. An indicative list of factors that may be evaluated includes participation and contribution by a director, effective deployment of his/ her knowledge, expertise and commitment.

III. STAKEHOLDERS RELATIONSHIP COMMITTEEThe constitution and the terms of reference of the Stakeholders' Relationship Committee are in compliance with Section 178 of the Companies Act, 2013 read with Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement).

TERMS OF REFERENCE

The terms of reference of the Stakeholders' Relationship Committee are as follows:

• Consider and resolve the grievances of security holders of the Company including redressal of investor complaints such as transfer or credit of securities, non-receipt of dividend / notice / annual reports, etc. and all other securities-holders related matters.

• Consider and approve issue of share certificates (including issue of renewed or duplicate share certificates), transfer and transmission of securities, etc.

Composition of the Stakeholder's Relationship Committee is as follows:


Held Attended

Rajnikant Sandesara Chairman ID & NED 1 1

Tirthesh Thakkar Member NID & NED 1 1


Stakeholders' Relationship Committee met one (1) time during the financial year 2015-16i.e. on August 27, 2015.



25

Mr. Rajbhushan Dixit, act as the Compliance Officer of the Company.

The details of shareholders' complaints received and disposed of during the year under review are as under:

Number of Investor Complaints

Pending at the beginning of the financial year Nil

Received during the financial year Nil

Disposed off during the financial year Nil

Pending at the end of the financial year Nil

IV. RISK MANAGEMENT COMMITTEE MEETING The constitution and the terms of reference of the Risk Management Committee are in compliance with the provisions of Regulation 21 of Listing Regulations.

The Board of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

4. GENERAL BODY MEETING

Particulars Annual General Meetingsst th th31 AGM 30 AGM 29 AGM

Date December 31, 2015 December 31, 2014 December 28, 2013

Start Timing 10:30 A.M. 10:30 A.M. 9:30 A.M.

Venue Sheetal - I Hall, Land Mark, Link Road, Mith Chowkey,Malad (West), Mumbai - 400 064, Maharashtra, India

Resolution Passed

Ordinary Resolution

1. Adoption of Account as on June 30, 2015 June 30, 2014 June 30, 2013

2. Re-appointment of Tirthesh Jayantilal Rajnikant Rotational Director Thakkar Sandesara Sandesara

Sanjay Chohan Rajbhushan Dixit Sanjay Chohan

3. Appointment of Director – – –

Special Resolution

4. Appointment of Director Jayshree SonawalaIndependent Director – –

5. Approval For Change ofAccounting Year – –

• No Extra Ordinary General Meeting was held during the last three year.

• At the forthcoming Annual General Meeting there is no item on the agenda requiring postal ballot.

Postal Ballot:During the year under review, no resolution was passed through Postal Ballot.



26

5. MEANS OF COMMUNICATION• Quarterly Results are published in Free Press Journal, English daily newspaper, and Navshakti

newspaper Marathi vernacular daily newspaper and are also posted on the Company's website www.ensasteel.com

• Official media releases are sent to the Stock Exchanges before their release to the media for wider dissemination. Company generally does not make any presentations to media, analysts, institutional investors, etc.

• The Company's website contains a separate dedicated section 'Investor Center'. It contains comprehensive database of information of interest to our investors including the financial results and Annual Report of the Company, in a user friendly manner. The basic information about the Company as called for in terms of Regulation 46 of the Listing Regulations is provided on Company's website and the same is updated regularly.

• Annual Report containing, inter alia, Audited Annual Accounts, Directors' Report, Auditors' Report and other important information is circulated to Members and others entitled are displayed Company's website.

• The quarterly Shareholding Pattern and Corporate Governance Report of the Company are filed with BSE through BSE Online Portal. (Web link: listing.bseindia.com) They are also displayed on the Company's website under the 'Investor Center' section.

• The Company has also designated the email-id [email protected] exclusively for investor servicing.

6. DISCLOSURERelated party transactions

During the year 2015-16, the Company has not entered into any related party transaction. A copy of the policy on dealing with related party transactions has been posted on the Company's website and can be accessed at www.ensasteel.com

Compliances by the CompanyThe Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters related to capital markets and no penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authorities relating to the above, during the last three years. Further, the Company has complied with all the mandatory requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub – regulation (2) of Regulation 46 of the Listing Regulations.

Whistle Blower Policy / Vigil MechanismPursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Company's Code of Conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in exceptional cases. None of the personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Company's website viz www.ensasteel.com/Pages.

7. GENERAL SHAREHOLDER INFORMATION

a. 32nd Annual General Meeting is scheduled on;

Date Wednesday, September 28, 2016

Time at 10:30 AM

Venue Sheetal - I Hall, Land Mark, Link Road, Mith Chowkey, Malad (West),Mumbai - 400 064, Maharashtra, India


b. Financial Year :

Tentative calendar of the Board Meetings for consideration of quarterly results for the financial year 2016-17.

A twelve month period begins from April 01, 2016 to March 31, 2017

Financial Reporting for

Quarter ending on June 30, 2016 by the end of July, 2016

Half Year ending on September 30, 2016 by the end of October, 2016

Quarter ending on December 31, 2016 by the end of January, 2017

Year ending on March 31, 2017 by the end of April, 2017

c. Book Closure/Record Date: September 21, 2016 - September 28, 2016 (both days inclusive)

d. Listing on Stock Exchange

Name of Stock Exchange Code

BSE Ltd. 512135

The Calcutta Stock Exchange Ltd. 15003

Equity Share of the Company are listed on BSE Ltd. and The Calcutta Stock Exchange Limited.

Listing Fees : Listing fee for the financial 2016-2017 has been paid to BSE Limited.

e. Custodial Fees

Company has paid Custodial fee for the year 2016-2017 to the National Securities Depository Limited (NSDL) & Central Depository Services (India) Ltd. (CDSL)

f. Stock Code

BSE 512135

ISIN INE322C01016

CIN L45200MH1985PLC035172

g. Market Price Data

A Summary containing monthly High / Low shares at BSE Limited (BSE) is as under;

Month BSE Limited

High Price Low Price

Jul-15 5.13 3.57

Aug-15 4.62 3.99

Sep-15 4.29 4.03

Oct-15 4.23 3.36

Nov-15 4.04 3.30

Dec-15 4.48 3.82

Jan-16 4.71 4.09

Feb-16 5.35 4.47

Mar-16 6.74 4.85


27


h. Performance in comparision to broad- based indices

The performance of the Company's shares relative to the BSE index is given in the chart below;

Month ENSA BSE SENSEX

Jul-15 4.38 28,114.56

Aug-15 4.09 26,283.09

Sep-15 4.03 26,154.83

Oct-15 3.36 26,656.83

Nov-15 3.64 26,145.67

Dec-15 4.11 26,117.54

Jan-16 4.48 24,870.69

Feb-16 5.35 23,002.00

Mar-16 5.14 25,341.86

i. Registrar & Share Transfer agent

Name Purva Sharegistry (India) Pvt. Ltd.

Address Unit no. 9, Shiv Shakti Ind. Estt. J .R. Boricha marg, Opp. Kasturba Hospital Lane, Lower Parel (E) Mumbai 400 011 , Maharashtra, India.

Tel No +91-22- 23018261

E Mail [email protected]

Website www.purvashare.com

8. SHARE TRANSFER SYSTEM

Shareholders’ / Investors’ are requested to send share certificate(s) along with share transfer deed in the prescribed form no. SH-4, duly filled in, executed and affixed with share transfer stamps, to the Company’s RTA. If the transfer documents are in order, the transfer of shares is normally registered within 7 days of receipt of transfer documents by Company’s RTA.

9. DISTRIBUTION OF SHAREHOLDING

Categories-wise summary of Shareholding as on March 31, 2016

As on Beginning of the year At the end of the yearJuly 1, 2015 March 31, 2016

Sr. No. Nos. of Share Held Number of % of Share Number of % ofShareholders Held Shareholders Share Held

1. 1-5000 9,777 89.54 9,753 89.632. 5001-10000 703 6.44 697 6.413. 10001-20000 265 2.43 261 2.404. 20001-30000 62 0.57 63 0.585. 30001-40000 28 0.26 25 0.226. 40001-50000 19 0.17 17 0.157. 50001-100000 30 0.27 30 0.288. 100001 and above 35 0.32 36 0.33

Total 10,919 100.00 10882 100.00


28



29


CATEGORY WISE SUMMARY OF SHAREHOLDING

Categories-wise summary of Shareholding as on March 31, 2016

Sr. No. Category Nos of Nos of %Shareholders Equity Share

1. Individuals 10,671 3,269,815 66.81

2. Corporate Promoter Under Same 13 1,322,603 27.02

3. Bodies Corporate 96 56,854, 1.16

4. Clearing Member 4 3,650 0.07

5. Promoters 4 125,677 2.57

6. Private Sector Banks 1 300 0.01

7. National Banks 1 200 0.00

8. N.R.I. (Non-Repat) 5 4,908 0.10

9. N.R.I. (Repat) 8 16,103 0.33

10. Hindu Undivided Family 79 93,966 1.92

Total 10,882 4,894,076 99.99

10. DEMATERIALIZATION OF EQUITY SHARES

The Company's shares are compulsorily traded in dematerialized form and are available for trading on

both the depositories, viz. National Securities Depository Ltd. (NSDL) and Central Depository Services

(India) Ltd. (CDSL). As on March 31, 2016, 72.26 per cent of the Company's equity shares are held in

dematerialised form with NSDL and CDSL.

11. OUTSTANDING ADRS/ GDRS/ WARRANTS OR ANY CONVERTIBLE INSTRUMENTS,

CONVERSION DATE AND LIKELY IMPACT ON EQUITY

The Company does not have any outstanding ADRs/ GDRs/ Warrants or any convertible instruments.

12. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES:- NIL

13. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

As stipulated by SEBI, a qualified Practicing Company Secretary carries out Secretarial Audit to

reconcile the total admitted capital with NSDL and CDSL and the total issued and listed capital. This

audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges where the

company's shares are listed. The audit confirms that the total listed and paid-up capital is in agreement

with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL) and

total number of shares in physical form.

14. PLANT LOCATION

Plot No. 2404, GIDC Chhatral, Kalol, North Gujarat, India.


30


15. Address for correspondence

Shareholders can correspond at the Registered Office of the Company at Mumbai., and/or Registrar and Transfer Agent (RTA) Purva Sharegistry (India) Pvt. Ltd., 9, Shiv Shakti Ind. Estt., J. R. Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (E), Mumbai - 400 011. Tel. 2301 6261/2301 6761.

For and on behalf of the Board

Mr. Rajnikant Sandesara

Director

Declaration regarding compliance by Board members and Senior Management Personnel with the Company's Code of Conduct

This is to confirm that for the financial year ended March 31, 2016 all members of the Board and the Senior Management Personnel have affirmed in writing their adherence to the Code of Conduct adopted by the Company.

Rajnikant Sandesara

Director

Mumbai : May 26, 2016 (DIN: 01671907)

Mumbai : May 26, 2016 (DIN: 01671907)

Certificate on Corporate GovernanceThe Members,Ensa Steel Industries Limited Re: Certificate regarding compliance of conditions of Corporate Governance.

I have examined the compliance of conditions of corporate governance by , for the year ended on March

31, 2016 as stipulated in Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing

Regulations”). The compliance of conditions of corporate governance is the responsibility of the management. My examination was

limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate

Governance. It is neither an audit nor an expression of opinion on the financial statements of the company. In my opinion and to the best

of my information and according to the explanations given to me, I certify that the Company has complied with the conditions of

Corporate Governance as stipulated in the provisions as specified in Part C of Schedule V of the Listing Regulations.

I further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness

with which the management has conducted the affairs of the Company.


For H. S. Hathi & Co.Firm Registration No.103596WChartered Accountants

Hemant S. HathiMembership No. 037109Proprietor

Mumbai : May 26, 2016

For Ensa Steel Industries Limited

Rajnikant Sandesara Jayshree Sonawala DIN :01671907 DIN : 01539942



31

Holding/Subsidiary/Associate

L45200MH1985PLC035172

January 25, 1985


Company limited by shares / IndianNon-Government Company

43, Atlanta Building,Nariman Point,Mumbai – 400 021, Maharashtra, IndiaTel.: +91-22- 66306732,91-22- 66306733Fax.:+022-22041954,Email.: [email protected]

Yes

Purva Share Registry (India) Pvt. Ltd.9, Shiv Shakti Industrial Estate,J.R.Boricha Marg Lower Parel (East)Mumbai – 400011, Maharashtra, India.

Tel.: +91-22- 23018261

Email.: [email protected]

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURNst

as on the financial year ended on 31 March, 2016

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014

i)

ii)

iii)

iv)

v)

vi)

vii)

Sr.No.

1

Name and Description of main products / services

Manufacture of basic Iron and Steel

NIC Code of the product / service

2410

% to total turnover of the Company

100

CIN

Registration Date

Name of the Company

Category / Sub-Category of the Company

Address of the Registered office and contact details

Whether listed company

Name, Address and Contact details of Registrar and Transfer Agent, if any

2. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

3. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

1. REGISTRATION AND OTHER DETAILS:

Not Applicable

Sr.No. Name and Address of the Company CIN / GLN

ApplicableSection

% of shares

held


32

(Annexure-5 to the Director's Report)

0

125677

–

–

1322603

–

–

1448280

–

–

–

–

–

–

1448280

0

125677

–

–

1322603

–

–

1448280

–

–

–

–

–

–

1448280

0

125677

–

–

1322603

–

–

1448280

–

–

–

–

–

–

1448280

0

2.57

27.02

29.59

–

–

29.59

–

–

–

–

–

–

–

–

B. Public Shareholding

1) Institutions

a) Mutual Funds

b) Banks / FI

c) Central Govt.

d) State Govt(s)

e) Venture Capital Funds

f) Insurance Companies

g) FIIs

h) Foreign Venture Capital Funds

i) Others (specify)Private SectorBanks

Sub-total (B)(1):-

A. Promoters

1) Indian

a) Individual/ HUF

b) Central Govt.

c) State Govt(s)

d) Bodies Corp.

e) Banks / FI

f) Any Other ….

Sub-total (A) (1):-

2) Foreign

a) NRIs - Individual

b) Other-Individuals

c) Bodies Corp.

d) Banks / FI

e) Any Other ….

Sub-total (A) (2):-

Total shareholding of Promoter(A) = (A)(1)+(A)(2)

0

–

200

200

–

–

–

–

–

–

–

0

–

200

–

–

–

–

–

–

300

500

0

–

–

–

–

–

–

–

–

300

300

0

125677

–

–

1322603

1448280

1448280

–

–

–

–

–

–

–

–

Category of Shareholders

No. of Shares held at the beginningof the year (i.e. As on July 1, 2015)

Physical PhysicalTotal Total% of Total

Shares

% of Total

SharesDemat Demat

No. of Shares held at the end of the year (i.e. As on March 31, 2016)

4. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i. Category-wise Share Holding

%Change during

theyear

0

–

–

–

–

–

–

–

–

–

–

–

–

–

–

0

–

–

–

–

–

–

–

–

–

–

–

–

–

–

0

2.57

–

–

27.02

–

–

29.59

–

–

–

–

–

–

29.59

0

–

–

–

–

–

–

–

–

–

–

–

–

–

–

0

–

–

–

–

–

–

–

–

0.01

0.01

0

–

200

–

–

–

–

–

–

–

200

0

–

200

–

–

–

–

–

–

300

500

0

–

–

–

–

–

–

–

–

300

300

0

–

–

–

–

–

–

–

–

0.01

0.01

0

–

–

–

–

–

–

–

–

–

–


33

EXTRACT OF ANNUAL RETURN (ANNEXURE-5 TO THE DIRECTOR'S REPORT)

2) Non-Institutions

a)

i) Indian

ii) Overseas

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

ii) Individual shareholders holding nominal share capital in excess ofRs. 1 lakh

c) Others (specify)

Clearing Member

NRI (Repatriable)

NRI (Non-Repatriable)

Hindu UndividedFamily

Sub-total (B)(2):-

Total Public Shareholding(B) = (B)(1)+(B)(2)

C. Shares held by Custodian for GDRs & ADRs

Grand Total( A + B + C )

Bodies Corp.

57631

–

1519886

406316

–

16103

4398

77201

2081535

2081735

–

3530015

0

67079

–

2843995

436520

–

16103

4398

77201

3445296

3445796

–

4894076

0

9448

–

1324109

30204

–

–

–

–

1363761

1364061

–

1364061

0

1.37

–

58.11

8.92

–

0.33

0.09

1.58

70.40

70.41

–

100.00

0

47406

–

1482192

439724

3650

16103

4908

93966

2087949

2088149

–

3536429

0

9448

–

1315495

32404

–

–

–

–

1357347

1357647

–

1357647

0

-0.21

–

-0.95

0.73

0.07

–

0.01

0.34

0.01

0.01

–

0.01

0

56854

–

2797687

472128

3650

16103

4908

93966

3445296

3445796

–

4894076

0

1.16

–

57.16

9.65

0.07

0.33

0.10

1.92

70.39

70.40

–

100.00

0

Category of Shareholders

No. of Shares held at the beginningof the year (i.e. As on July 1, 2015)

Physical PhysicalTotal Total% of Total

Shares

% of Total

SharesDemat Demat

No. of Shares held at the end of the year (i.e. As on March 31, 2016) %

Change during

theyear


34


No. of Shares held at the beginning of the year

(i.e. As on July 1, 2015)

Jangpriya Investments Pvt. Ltd.

Puja Aqua Farms Pvt. Ltd.

Paysan Publishers Pvt. Ltd.

Titanic Investment and Consultants Pvt. Ltd.

Prabal Investrade Pvt. Ltd.

Antariksha Securities Pvt. Ltd.

Aditi Hospitals Pvt. Ltd.

Sealord Dwellers Pvt. Ltd.

Richmond Investment Pvt. Ltd.

Marut Apparels Pvt. Ltd.

Antariksha Capital And Finance (India) Pvt. Ltd.

Sealord Erections Pvt. Ltd.

Shameek Breweries Pvt. Ltd.

Kulbhushan Dixit

Jayantilal C. Sandesara

Ramani Iyer

Rajnikant Sandesara

Total

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

ii. Share holding of Promoters

130000

130000

125000

120000

120000

120000

90000

87000

85603

85000

80000

75000

75000

23874

1448280

36734

36327

28742

130000

130000

125000

120000

120000

120000

90000

87000

85603

85000

80000

75000

75000

36734

36327

28742

23874

1448280

2.66

2.66

2.55

2.45

2.45

2.45

1.84

1.78

1.75

1.74

1.63

1.53

1.53

0.75

0.74

29.59

0.59

0.49

2.66

2.66

2.55

2.45

2.45

2.45

1.84

1.78

1.75

1.74

1.63

1.53

1.53

0.75

0.74

0.59

0.49

29.59

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

No. of Shares

No. of Shares

Shareholding at theend of the year

(i.e. as on March 31, 2016)

% of total

Shares of the Com-pany

% of total

Shares of the Com-pany

% of Shares

Pledged/encum-bered to

total shares

% of Shares

Pledged/encum-bered to

total shares

%change

in share

holding during

the year

Shareholder's NameSr.No.



35


36

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ease

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ease

Incr

ease

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85

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1

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1

0.8

8

0.7

0

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4

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6

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7

0.4

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0.3

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86

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17

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110

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5

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0

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0

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2.4

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2.4

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2.5

3

2.5

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2.7

8

0.9

1

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8

0.7

0

0.6

4

0.5

6

0.4

7

0.4

9

0.4

8

0.4

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0.3

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0.3

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3

2.5

3

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3

2.7

8

0.9

1

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8

0.7

0

0.6

4

0.5

6

0.4

7

0.4

9

0.4

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:ENSA STEEL INDUSTRIES LIMITED ANNUAL REPORT 2015-2016

37

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Gross salary

(a) Salary as per provisions contained in section 17(1) of theIncome Tax, 1961.

(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961

(c )Profits in lieu of salary under section 17(3) of the IncomeTax Act, 1961

Stock option

Sweat Equity

Commission

- as % of profit

- others, specify

Others, please specify

Total (A)

Ceiling as per the Act


38


– –

– –

– –

– –

– –

– –

– –

– –

– –

– –

– –

– –

5.

Indebtedness of the Company including interest outstanding / accrued but not due for payment :

INDEBTEDNESS

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)

Change in Indebtedness during the Financial Year

Additions

Reduction

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)

Indebtedness at the Beginningof the Financial Year

Total Indebtedness

Secured Loans excluding Deposits

UnsecuredLoans

Deposits

6. Remuneration of Directors and Key Managerial Personnel :

A) Remuneration to Managing Director, Whole time director and / or Manager:

Particulars of Remuneration of paid to the Managing Director RemarksTotal AmountSr.No.

1

2

3

4

5

NIL

NIL

NIL

Gross salary

(a) Salary as per provisions contained insection 17(1) of the Income Tax, 1961.

(b) Value of perquisites u/s 17(2) of theIncome tax Act, 1961

(c )Profits in lieu of salary under section17(3) of the Income Tax Act, 1961

Stock option

Sweat Equity

Commission

- as % of profit

- others, specify


Total

Independent Directors

Fee for attendingBoard/ committee Meetings

Commission


Total (1)

Other Non Executive Directors

Fee for attendingBoard/ Committee Meetings

Commission

Others, please specify.

Total (2)

Total (B) = (1+2)

1

2

3

4

5

1

2

– – – – – –

– – – – – –

– – – – – –

– – – – –

– – – – – –

– – – – – –

– – – – – –

– – – – – –

– – – – – –

– – – – – –

– – – – – –

B) Remuneration to Other Directors :

C) Remuneration to key managerial personnel other than MD / Manager / WTD:

Particulars of Remuneration

Particulars of Remuneration

Sr.No.

Sr.No.

TirtheshThakkar

Name of the Directors

Key Managerial Personnel

RajbhushanDixit

SanjayChohan

CFO

RajnikantSandesara

CompanySecretary

JayshreeSonawala

CEO / MD

Total

Total

Total Managerial Remuneration (A+B)

Overall Cieling as per the Act

– – – –

– – – –

– – – –

– – – –

– – – –

– – – –

– – – –

– – – –

– – – –

– – – –

– – – –


–

–


39

7. Penalties / Punishment / Compounding of Offences :

TypeSection of

the CompaniesAct, 2013

Authority (RD/NCLT/Court)

Appeal madeif any

(give details)

Brief Description

Details of Penalty/Punishment/

Compoundingfees imposed

A. Company

Penalty

Punishment

Compounding

B. Directors

Penalty

Punishment

Compounding

C. Other Officers in default

Penalty

Punishment

Compounding

NIL

NIL

NIL



40



(DIN: 01539942)Mumbai : May 26, 2016


(DIN: 01671907)

AUDITORS' REPORT TO THE SHARE HOLDERS

To The MembersENSA STEEL INDUSTRIES LIMITED

1. Report on Financial StatementI have audited the accompanying financial statements of ENSA STEEL INDUSTRIES LIMITED, which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the nine months ended on that date, and a summary of significant accounting policies and other explanatory information.

2. Management's Responsibility for the Financial StatementsThe Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and Cash Flow of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor's ResponsibilityMy responsibility is to express an opinion on these financial statements based on my audit.

I have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

I conducted my audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion on the financial statements.

4. OpinionIn my opinion and to the best of my information and according to the explanations given to me, the aforesaid financial statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the company as at March 31, 2016, and its loss and its Cash Flows for the period ended on that date.


41

5. Report on other Legal and Regulatory Requirements

1. As required by the companies (Auditor's Report) Order, 2016, (“the order”) issued by the Central Government of India in terms of sub Section (11) of section 143 of the Companies Act, 2013, I give in the Annexure 'A', a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, I report that

a) I have sought and obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purposes of my audit.

b) In my opinion, proper books of account as required by law have been kept by the Company so far as appears from my examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In my opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on March 31, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to my separate Report in Annexure 'B'; and

g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the companies (Audit & Auditors) Rules, 2014, in my opinion and to the best of my information and according to the explanations given to me:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The company did not have any material foreseeable losses on long term contracts including derivative contracts.

iii. There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company.

For and on behalf of

For H. S. Hathi & Co.Chartered Accountants

(Firm Reg. No. 103596W)

Hemant S. HathiProprietor

Membership No. 037109Mumbai : May 26, 2016


42

Report on Companies (Auditor's Report) Order, 2016 ('the Order') issued by the Central Government

in terms of Section 143(11) of the Companies Act, 2013 ('the Act') of ENSA STEEL INDUSTRIES

LIMITED ('the Company').

(i). (a) The Company has maintained proper records showing full particulars, including quantitative details

and situation of fixed assets.

(b) The Company has regular programme of physical verification of its fixed assets by which fixed

assets are verified in a phased manner over a period of three years. In my opinion, this periodicity of

physical verification is reasonable having regard to the size of the company and the nature of its

assets. In accordance with this programme, certain fixed assets were verified during the period and

no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to me and on the basis of my examination of the

records of the Company, title deeds of immovable properties are held in the name of the Company.

(ii) As explained to me, the inventories were physically verified during the period by the Management at

reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) In my opinion and according to information and explanations given to me, the Company has not granted

any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties

covered in the register maintained under section 189 of the Act. Therefore, the provisions of Clause 3(iii)

(a), (iii) (b) and (iii)(c) of the said Order are not applicable.

(iv) In my opinion and according to information and explanations given to me, the Company has complied

with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments

and providing guarantees and securities, as applicable.

(v) In my opinion and according to information and explanations given to me, the Company has not

accepted any deposits from the public in accordance with the provisions of sections 73 to 76 of the Act

and the Rules framed there under.

(vi) The provisions of clause 3(vi) of the order are not applicable to the company as the company is not

covered by the companies (Cost Record and Audit) Rules, 2014.

(vii) According to the information and explanations given to me, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including

Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax, Value Added

Tax, duty of Customs, duty of Excise, Cess and other material statutory dues applicable to it with the

appropriate authorities.

There were no undisputed amounts payable in respect of Provident Fund, Employees' State

Insurance, Income Tax, Sales Tax, Service Tax, Value Added Tax, duty of Customs, duty of Excise,

Cess and other material statutory dues in arrears as at March 31, 2016 for a period of more than six

months from the date they became payable.

(b) There were no dues of Income Tax, Sales Tax, Service Tax and Value Added Tax which have not

been deposited as at March 31, 2016 on account of dispute.

(viii) As the company does not have any loans or borrowings from any financial institution or bank or

Government, nor has it issued any debentures, as at the balance sheet date the provisions of clause

3(viii) of the Order are not applicable to the Company.

ANNEXURE - A TO THE INDEPENDENT AUDITOR'S REPORT


43


Hemant S. HathiMembership No. 037109

Proprietor

For H. S. Hathi & Co.(Firm Reg. No. 103596W)

Chartered Accountants


(ix) The Company has not raised any money by way of initial public offer or further public offer (including Debt

Instruments) and term loans during the period. Accordingly, the provisions of clause 3(ix) of the Order are not

applicable to the Company.

(x) According to the information and explanations given to me, no fraud by the Company or on the Company

by its officers or employees has been noticed or reported during the course of my audit.

(xi) According to the information and explanations given to me and based on my examination of the records, the

Company has paid/provided for managerial remuneration in accordance with the requisite approvals

mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In my opinion and according to the information and explanations given to me, the Company is not a Nidhi

Company and hence provisions of Clause 3(xii) of the Order are not applicable to the Company.

(xiii) According to the information and explanations given by the management, there are no transactions with the

related parties during the period.

(xiv) According to the information and explanations given to me and based on my examinations of the records, the

Company has not made any preferential allotment or private placement of share or fully or partly convertible

debentures during the period.

(xv) According to the information and explanations given to me, during the period the Company has not entered

into any non-cash transactions with its directors or persons connected with him and hence provisions of

clause 3(xv) of the Order are not applicable to the Company.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.


44

ANNEXURE - A TO THE INDEPENDENT AUDITOR'S REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) I have audited the internal financial controls over financial reporting of ENSA STEEL INDUSTRIES LIMITED (“the Company”) as of March 31, 2016 in conjunction with my audit of the financial statements of the Company for the nine months ended on that date.

Management's Responsibility for Internal Financial ControlsThe Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor's ResponsibilityMy responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on my audit. I conducted my audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

My audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. My audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that 1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; 2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

ANNEXURE - B TO THE INDEPENDENT AUDITOR'S REPORT


45

Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion In my opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31 , 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

ANNEXURE - B TO THE INDEPENDENT AUDITOR'S REPORT


46


Hemant S. HathiMembership No. 037109

Proprietor

For H. S. Hathi & Co.(Firm Reg. No. 103596W)

Chartered Accountants


Note As at As atMarch 31, 2016 June 30, 2015

EQUITY AND LIABILITIES

A Shareholders’ funds

(a) Share Capital 2 47,841,560 47,841,560

(b) Reserves and Surplus 3 287,013,584 288,291,874

334,855,144 336,133,434

B Share application money pending allotment – –

C Non-Current Liabilities

(a) Deferred Tax Liabilities (net) 4 1,200,000 1,200,000

1,200,000 1,200,000

D Current :Liabilities

(a) Trade Payables 5 256,244 328,258

(b) Other Current Liabilities 6 45,700 89,692

(c) Short-Term Provisions

301,944 417,950

TOTAL (A+B+C+D) 336,357,088 337,751,384

ASSETS

E Non-Current Assets

(a) Fixed Assets

(i) Tangible Assets 7 80,967,715 81,932,677

80,967,715 81,932,677

F Current Assets

(a) Inventories 8 263,564 232,765

(b) Trade Receivables 9 1,791,744 1,818,387

(c) Cash and Cash Equivalents 10 39,654 166,411

(d) Short-Term Loans and Advances 11 253,294,411 253,601,144

255,389,373 255,818,707

TOTAL (E+F) 336,357,088 337,751,384

See accompanying notes forming part of the financial statements


47

BALANCE SHEET AS AT MARCH 31, 2016


Hemant S. HathiProprietorMembership No. 037109

For H. S. Hathi & Co.Chartered Accountants(Firm Reg. No. 103596W)

As per our report of even date For and on behalf of the Board


(DIN - 01671907)

Rajbhushan DixitDirector

(DIN - 00025484)

(Amount in `)

NoteMarch 31, 2016 June 30, 2015

INCOME

Revenue From Operations (net) 12 2,356,606 3,265,400

Other Income 10,000 –

Total Revenue 2,366,606 3,265,400

EXPENSES

Purchases 13 1,712,108 239,211

Changes in Inventories 14 (30,799) 2,050,564

Salaries, Wages & Employee Benefits 15 175,309 1,641,432

Depreciation and Amortisation Expense 7 964,962 2,176,713

Other Expenses 16 823,316 609,562

Total Expenses 3,644,896 6,717,482

Profit / (Loss) Before Exceptional andExtraordinary Items and Tax (1,278,290) (3,452,082)

Extra-Ordinary Item – 11,755,875

Profit/(Loss) Before Tax (1,278,290) (15,207,957)

Tax Expense:

(a) Current Tax – –

(e) Deferred Tax – –

Profit / (Loss) from Continuing Operations (1,278,290) (15,207,957)

Earnings per Share

Basic & Diluted (in `) (0.27) (3.18)

See accompanying notes forming part of the financial statements

As at As at

STATEMENT OF MARCH 31, 2016PROFIT AND LOSS FOR THE YEAR ENDED


48

(Amount in `)






(DIN - 01671907)


(DIN - 00025484)

Particulars For the year endedMarch 31, 2016 June 30, 2015

(A) Cash Flow from Operating Activities

Net Profit before tax & Extraordinary Items (1,278,290) (3,452,082)

Adjustment for :

Depreciation & Amortisation 964,962 2,176,713

Financial Charges – –

Dividend Charges – –

Profit on Sale of Fixed Assets – –

Prior Year Adjustments – –

Share Issue Expenses – –

Operating Profit before Adjustment (313,328) (1,275,369)

Adjustment for :

Trade Receivables 26,643 184,199

Other Receivables – (1,090,386)

Inventories (30,799) 2,050,564

Trade Payables & Other Current Liability (116,006) 81,000

Cash Generated from operations (433,490) (49,992)

Interest Paid – –

Direct Tax Paid – –

Cash Flow before Extraordinary Items (433,490) (49,992)

Extra Ordinary Items – –

Net Cash from operating Activities (433,490) (49,992)

(B) Cash Flow from Investing Activities

Purchase of Fixed Assets – –

Sale of Fixed Assets – –

Dividend Received – –

Sale Investments – –

Net Cash realised \ (Used) in investing activities – –

(C) Cash Flow from Financing Activities

Proceeds from Issue of Share Capital – –

Proceeds from Short Term Loans & Advances 306,733 –

Repayment of long Term Borrowing – –

Share Issue Expenses – –

Net Cash Used in Financing Activities 306,733 –

Net increase/(Decrease) in Cash & cash Equivalents (A+B+C) (126,757) (49,992)

Cash & Cash Equivalents as at 1st July (Opening) 166,411 216,403

Cash & Cash Equivalents as at 30th June (Closing) 39,654 166,411

For the year ended

Amount in `

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2016


49






(DIN - 01671907)


(DIN - 00025484)


50

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Note 1 SIGNIFICANT ACCOUNTING POLICIES

1. Basis of preparation

These financial statements have been prepared in accordance with the Generally Accepted

Accounting Principles in India ('Indian GAAP') to comply with the Accounting Standards specified

under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts)

Rules, 2014 and the relevant provisions of the Companies Act, 2013. The financial statements

have been prepared under the historical cost convention on accrual basis, except for certain

financial instruments which are measured at fair value.

Accounting policies not specifically referred to otherwise are consistently followed and are in

consonance with generally accepted accounting principles.

All income and expenditures are accounted for on accrual basis unless otherwise specifically

stated.

2. Fixed Assets

Fixed Assets are stated at cost less depreciation. Fixed Assets includes all related expenses up to

acquisition and installations.

3. Depreciation

Depreciation is provided on a Written Down Value Method basis over the useful lives of assets,

which is as stated in Schedule II of Companies Act, 2013 or based on technical estimate made by

the Company.

4. Investments

Investments are stated at cost.

5. Inventories

Inventories are valued at Cost or net realizable value, whichever is less.

6. Retirement Benefits

Retirement benefits payable to the employees are accounted for on cash basis as and when paid.

7. Revenue Recognition

Sales are recognized at the time of dispatch of the goods.

2 As at As atMarch 31, 2016 June 30, 2015

Authorised85,00,000 Equity Shares of 10/- each with voting rights 85,000,000 85,000,000

Issued48,94,076 Equity Shares of 10/- each with voting rights 48,940,760 48,940,760

Subscribed and fully paid up48,94,076 Equity Shares of 10/- each with voting rights 48,940,760 48,940,760

Less:- calls in arrears2,19,840/- Equity Shares arrears of 5/- each 1,099,200 1,099,200

Total 47,841,560 47,841,560

2.1 Reconciliation of number of shares outstanding at the beginningand at the end of the reporting period, is as under:

48,94,076 Equity shares of 10/- eachoutstanding as at the beginning of the year 47,841,560 47,841,560

Changes during the year - -

Equity shares outstanding as at the end of the year 47,841,560 47,841,560

2.2 The Company has only one class of shares referred to as equity shares having par value of Rs 10 each. Each holder of equity share is entitled to one vote per share which are fully paid. The holders of equity shares are entitled to dividends, if any, proposed by the Board of Directors and approved by Shareholders at the Annual General Meeting except in case of Interim Dividend. In the event of liquidation of the Company the holders will be entitled to receive remaining assets of the Company, after distribution of all preferential distribution in proportion to the number of Equity Shares held by the shareholders.

2.3 There is no shareholder holding more than 5% of the total share capital.

3 Reserves and surplus As at As atMarch 31, 2016 June 30, 2015

(a) Securities premium accountAs per Last Financial Statements 97,501,460 97,501,460

Closing Balance 97,501,460 97,501,460

(b) General reserveAs per Last Financial Statements – 425,506,000

Less: Extra Ordinary Items – 296,895,784

Closing Balance – 128,610,216

Less: Transfer to Profit & Loss A/c. – (128,610,216)

– –

(c) Surplus / (Deficit) in Statement of Profit and LossAs per Last Financial Statements 190,790,414 77,388,155

Add: Profit / (Loss) for the year (1,278,290) (15,207,957)

Add: Transfer from General Reserve – 128,610,216

Closing balance 189,512,124 190,790,414

Total (a+b+c) 287,013,584 288,291,874

Share capital

Amount Amount

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51


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SENSA STEEL INDUSTRIES LIMITED ANNUAL REPORT 2015-2016

52

4 Deferred tax liability (Net) : As at As atMarch 31, 2016 June 30, 2015

Deferred tax liability 1,200,000 1,200,000

Total 1,200,000 1,200,000

5 Trade payables As at As atMarch 31, 2016 June 30, 2015

Trade payables:

Acceptances 256,244 328,258

Other than Acceptances - -

Total 256,244 328,258

6 Other current liabilities As at As atMarch 31, 2016 June 30, 2015

Other payables 45,700 89,692

Total 45,700 89,692

8 Inventories As at As at(At lower of cost and net realisable value) March 31, 2016 June 30, 2015

Stock-in-trade 263,564 232,765

Stock kept for own capitalisation – –

Total 263,564 232,765

9 Trade receivables As at As atMarch 31, 2016 June 30, 2015

Trade receivables outstanding for a period exceedingsix months from the date they were due for payment

Secured, considered good – –

Unsecured, considered good 189,234 176,200

Doubtful – –

189,234 176,200

Less: Provision for doubtful trade receivables – –

189,234 176,200

Other Trade receivables


Unsecured, considered good 1,602,510 1,642,187

Doubtful – –

1,602,510 1,642,187

Less: Provision for doubtful trade receivables – –

1,602,510 1,642,187

Total 1,791,744 1,818,387

Amount in Rs.



53

10 Cash and cash equivalents As at As atMarch 31, 2016 June 30, 2015

(a) Cash on hand 35,437 159,472

(b) Balances with banks

(i) In current accounts 4,217 6,939

(ii) In fixed deposit accounts – –

Total 39,654 166,411

11 Short-term loans and advances As at As atMarch 31, 2016 June 30, 2015

Advance Recoverable in cash or kind for value to be received


Unsecured, considered good 253,294,411 253,601,144

Doubtful – –

253,294,411 253,601,144

Less: Provision for other doubtful loans and advances – –

Total 253,294,411 253,601,144

12 Revenue from operations As at As atMarch 31, 2016 June 30, 2015

Sales of Finished Goods 2,356,606 3,265,400

Total 2,356,606 3,265,400

13 Purchases As at As atMarch 31, 2016 June 30, 2015

Purchases of stock in trade 1,712,108 239,211

Total 1,712,108 239,211

14 Changes in inventories As at As atMarch 31, 2016 June 30, 2015

Inventories at the end of the year:

Stock-in-trade 263,564 232,765

263,564 232,765

Inventories at the beginning of the year:

Stock-in-trade 232,765 14,039,204

232,765 14,039,204

Inventory written off – 11,755,875

Net increase / (decrease) 30,799 (2,050,564)

Amount in `



54

15 Employee benefits expense As at As atMarch 31, 2016 June 30, 2015

Salaries, wages & other employee benefits 175,309 1,641,432

Total 175,309 1,641,432

16 Other expenses As at As atMarch 31, 2016 June 30, 2015

Miscellaneous expenses 823,316 609,562

Total 823,316 609,562

16.1 Payment to Auditors Current Year Previous Year

Auditor’s Remuneration 25,000 25,000

Service Tax 2,900 2,800

Total 27,900 27,800

17 Contingent Liabilities and Commitments Current Year Current Year(to the extent not provided for)

Estimated amount of contracts remaining to executed oncapital accounts NIL NIL

NIL NIL

18 Earning Per Share As at As atMarch 31, 2016 June 30, 2015

Basic & Diluted Earning Per Share (EPS) computed inaccordance with Accounting Standard (AS) 20

“Earning Per Share” (Before and after extraordinary items)

a) Profit for Basic & Diluted Earning Per Share as per Statement of Profit and Loss (1,278,290) (15,207,957)

b) Weighted average number of equity shares 4,784,156 4,784,156

c) Earning Per Share (Basic & Diluted) (0.27) (3.18)

d) Face Value per Share 10 10

19 Disclosures specified by the MSMED ACT

The Company has not received information from vendors regarding their status under the Micro,Small and Medium Enterprises Development Act, 2006 and hence, disclosure relating to amountsunpaid as at the year end together with interest paid/payable under this Act could not been given.

20 CIF Value of Imports As at As atMarch 31, 2016 June 30, 2015

a) Raw Material - -

b) Stores and Spares - -

c) Capital Goods - -

Amount in `



55

21 Expenditure in foreign current As at As atMarch 31, 2016 June 30, 2015

a) Interest - -

b) Technical know how - -

c) Technical Consultancy Fees - -

d) Legal and Professional fees - -

e) Others - -

22 Earning in foreign exchange As at As atMarch 31, 2016 June 30, 2015

a) Export of goods calculated on F.O.B. basis - -

b) Royalty, Know-how, Professional and Consultation fees - -

c) Interest and Dividend - -

23 Previous year figures

Previous year figures have been regrouped/reclassified, wherever necessary to confirm to thecurrent year.


Amount in `


56






(DIN - 01671907)


(DIN - 00025484)

2 Name

Address

E Mail ID

Signature , or failing him

3 Name

Address

E Mail ID

Signature

1 Name

Address

E Mail ID

Signature , or failing him

Form No. MGT-11 PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

nd32 Annual General Meeting - Wednesday, September 28, 2016 at 10:30 a.m.

Name of the Member(s)

Registered Address

E Mail ID

Folio No.

Client ID*

DP ID*

* Applicable to the members holding shares in dematerialised form.

I/We, being the member (s) of ……….……. shares of the , hereby appoint Ensa Steel Industries Limited


Tel. No: +91-22- 66306732 • E Mail ID: [email protected] • Web Site: http://www.ensasteel.com

CIN: L45200MH1985PLC035172

Registered Office: 43, Atlanta Building, Nariman Point, Mumbai – 400 021, Maharashtra, India

Ordinary Business

1. To receive, consider and adopt the Audited Financial Statements of the Company for the nine months ended

March 31, 2016 and the Reports of the Board of Directors and Auditors thereon.

2. Appointment of Director Mr. Rajbhushan Dixit (DIN 00025484), who retires by rotation and being eligible,

offers himself for re-appointment.

3. To Appoint Auditors and fix their remuneration.

Special Business

4. Appointment of Director Mr. Neeraj Sharma (DIN: 02941107).

ndas my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the 32 Annual General

thMeeting of the Company, to be held on Wednesday, the 28 day of September, 2016 at 10:30 a.m. at Sheetal-I Hall,

Land Mark, Link Road, Mith Chowkey, Malad (west), Mumbai-400 064, Maharashtra, India. and at any adjournmentthereof in respect of such resolutions as are indicated below:

Signed.........................................this day of 2016.......................................... .........................................

Affix Revenue

Stampof ` 1/-

Signature of Shareholder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office

of the Company, not less than 48 hours before the commencement of the Meeting.

ResolutionNo. Resolutions

Signature of Proxy holder(s)

ATTENDANCE SLIP

Name of the Member(s)

Name of the Proxyholder

Folio No.

Client ID*

DP ID*

* Applicable to the members whose shares are held in dematerialized form.

nd thI/We hereby record my/our presence at the 32 Annual General Meeting of the Company held on Wednesday, the 28 day of September 2016

at 10:30 a.m at Sheetal-I Hall, Land Mark, Link Road, Mith Chowkey, Malad (west), Mumbai-400 064, Maharashtra, India.

Signature of the member/proxy/representativeattending the meeting

Notes: 1. Please handover this Attendance Card at the entrance to the place of meeting.2. Only Members and in their absence, duly appointed proxies will be allowed for the meeting.

nd32 Annual General Meeting

September 28, 2016 at 10:30 a.m.


Tel. No: +91-22- 66306732 • E Mail ID: [email protected] • Web Site: http://www.ensasteel.com

CIN: L45200MH1985PLC035172

Registered Office: 43, Atlanta Building, Nariman Point, Mumbai – 400 021, Maharashtra, India

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Ensa AR 15-16 · Title: Ensa AR 15-16 Author: ABC Created Date: 9/6/2016 12:52:07 PM

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