Dear Members,

PERFORMANCE

We are pleased to present you the 49th Annual Report of your Company along with the Standalone and Consolidated Audited Financial Statements and the Auditor's Report for the financial year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended 31st March, 2018 is summarised below:

The financial statements have been prepared in accordance with Indian Accounting Standards ("Ind AS") as prescribed under Section 133 of the Companies Act, 2013 read with rule 7 of The Companies (Accounts ) rules, 2014. Indian Generally Accepted Accounting Principles (GAAP) has been replaced by Ind AS. Accordingly your Company has adopted Indian Accounting Standards ("Ind AS") from 1st April, 2016 with a transition date of 1st April, 2015 and this financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued there under and the other accounting principles generally accepted in India. The financial statements for the year ended 31st March, 2016 have been restated to comply with the IND AS to make them comparable.

Indian Accounting Standards shall also be applicable to subsidiary companies, joint ventures or associates of the Company. Hence, the financial statement of MSP Cement Limited, AA EssTradelinks Pvt. Ltd. and Madanpur South Coal Company Limited shall be prepared in accordance to it.

OPERATIONAL PERFORMANCE

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 significant increase in global steel prices from November 2017 which began with rise in raw material prices — iron ore, coking coal and scrap — and increase in global oil prices were factors which made it possible for rise in steel consumption by 3.1% from last year. In the current year also till October 2017, the rise in steel consumption for the first 7 months was confined to 4.5%.

India's crude steel production was up 4.4 per cent and stood at 93.11 million tonnes (mt) for the period April 2017 to February 2018, compared with April 2016 to February 2017, which has helped India to overtake Japan and becomes the second largest producer of crude steel in the world.

According to the data released by Department of Industrial Policy and Promotion (DIPP), the Indian metallurgical industries attracted Foreign Direct Investments (FDI) to the tune of US$ 10.56 billion in the period April 2000- December 2017.

The Union Cabinet, Government of India has approved the National Steel Policy (NSP) 2017, as it seeks to create a globally competitive steel industry in India. NSP 2017 targets 300 million tonnes (MT) steel-making capacity and 160 kgs per capita steel consumption by 2030.

Consolidated Results

Your Company has achieved a gross revenue of Rs. 118794.72 Lacs in the financial year 2017-18 as compared to Rs. 84,283.58 Lacs in the previous Financial Year 2016-17. The Management has reduced the cost of production and implemented a strategy which has resulted in decreasing the loss of the Company from Rs.(9,360.44) Lacs incurred during the previous Financial Year to the loss of Rs.(5570.52) Lacs

The Management has taken initiative for improving the performance of the Company resulting from optimization of the cost, to focus on yields and productivity.

Consolidated Results

The financial performance of the subsidiary company, associate company and Joint venture are included in the Consolidated financial statement of the Company.

Revenue from Operations on consolidated basis stood at Rs. 118794.72 Lacs for the FY 2017-18. The Company reported a net lossof Rs. (5570.52) Lacs for F.Y. 17-18 as compared to the net loss of Rs. (9375.05) Lacs for the F.Y 2016-17.

Further the statement containing the salient features of our subsidiaries pursuant to subsection 3 of Section 129 of the Companies Act, 2013 in the prescribed form AOC-1 is appended as Annexure-1 to the Director's Report. The Statement provides the detailed performance of the Subsidiaries including associate company and Joint venture.

Operational Highlights

Your Company deals with varied range of products from Pellets, Sponge Iron, MS Billets, TMT Bars, Structural Products, etc, the production details of which is stated below:

DIVIDEND & RESERVES

The Board of Directors of the Company have not recommended any dividend for Equity as well as for 6% Non-Cumulative Redeemable Preference Shares as the Company has incurred losses for the F.Y. 2017-18. Further the Directors have restructured its debts under the reconstructing scheme of RBI, hence it is necessary to conserve and optimise use of resources for betterment of our Company.

No amount was proposed to be carried to any of the reserves for the Financial Year 2017-18.

ALLOTMENT OF EQUITY SHARES & OPTIONALLY CONVERTIBLE DEBENTURES

During the year under review, the Company has allotted 297,315,000 Equity Shares of the Company of face value Rs 10/- each at an issue price of Rs.10 per equity share for an amount of Rs. 297.32 crore and 451,790,554 Optionally Convertible Debentures (OCDs) of face value Rs. 10/- each for an amount of Rs.451.97 crores to Consortium of Lenders as per the terms of the S4A Scheme.

The present paid-up Equity Share Capital of the Company is 385,415,000 which comprises 385,415,000 Equity Shares of face value Rs. 10/-each

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company along with the interest to Investor Education and Protection Fund, established by the Central Government under the provision of Section 125 of the Companies Act, 2013. In compliance with the above, the Company will transfer unclaimed dividend amount of the Financial Year 2010-11 amounting to Rs.2.52 lacs/- to the Investor Education and Protection Fund.

The details including the last date of claiming unclaimed/unpaid dividend amount are given in our website at http://mspsteel.com/ unpaid-dividend

The statement containing the salient features of our subsidiaries pursuant to subsection 3 of Section 129 of the Companies Act, 2013 in the prescribed form AOC-1 is appended as Annexure-1 to the Director's Report. The Statement provides the detailed performance of the Subsidiaries including associate company and Joint venture.

The list of Subsidiaries and Associates of your Company as on March 31, 2018, forms a part of Form No. MGT-9, Extract of the Annual Return, which is annexed at as Annexure-2 to the Director's Report

• MSP Cement Limited is a wholly owned subsidiary of the Company having its Registered Office at Banglapara North Chakradhar Nagar Raigarh- 496001 was incorporated on 2nd June, 2008 for manufacturing and sale of cement and clinker products. The Company is yet to commence its commercial operations.

• AA ESS Tradelinks Private Limited associate company of MSP Steel & Power Limited is engaged in trading of industrial oxygen gases.

• Madanpur South Coal Company Limited incorporated on 23rd May, 2006, having its registered Office at Raipur, Chattisgarh was formed by the Venture partners MSP Steel & Power Limited, Hindustan Zinc Ltd., Akshay Investment Pvt. Ltd., Chattisgarh Steel & Power Limited and Chattisgarh Electricity Company Ltd with respect to obtain mining rights in respect of the Coal Blocks of Madanpur and use coal for its captive requirements

The details as required under Section 136 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 regarding the performance and the financial position of the Subsidiary Company, Associate Company and Joint Venture Company forms part of the Consolidated Financial Statement of the Company and applicable Indian Accounting Standards ("Ind AS") for the Financial Year ended 31st March, 2017.

Your Company has formulated a policy for determining 'Material Subsidiary', in terms of the Regulation 16(c ) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The said policy is also available at the Company's website http:// www.mspsteel.com/csr-policy/Policy%20for%20Determining%20 Material%20Subsidiaries.pdf

As per the provisions of section 136 of the Companies Act, 2013 copy of the audited financial statements, including consolidated financial statements, auditor's report along with the relevant documents and separate audit accounts in respects of the subsidiaries shall be kept open for inspection at the Registered office of your Company during working hours on all days except Saturdays, Sundays and public holidays for a period of twenty-one days before the date of Annual General Meeting. Any member willing to obtain a copy of the said financial statements may write to the Company at its Registered office or Corporate Office or visit the below mentioned website link for the same: http://mspsteel.com/annual-report

PUBLIC DEPOSITS

Your Your Company has not accepted any public deposit during the year under review, within the meaning of provisions of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rule, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investments made, guarantees given or securities provided are as per the provisions of Section 186 of the Companies Act, 2013 and forms part of the notes to the financial statements provided in this Annual Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, stating the operations of the Company, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, ("SEBI LODR") is presented in a separate section and forms an integral part of the Annual Report.

CORPORATE GOVERNANCE

Corporate Governance aims at creating ethical value that is not only profitable for the business but also aims at enhancing an organization's brand and reputation. Your Company is committed to achieve highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI).

A separate section on Corporate Governance as followed by your Company and as stipulated under SEBI LODR, Companies Act, 2013 and relevant rules made there under forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance is attached to the Annual Report BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Board of Directors

There was no change in the composition of the Board of Directors during the reporting period, howereverin accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Suresh Kumar Agrawal,(DIN: 00587623) Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

Key Managerial Personnel

Following persons are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with Rules framed thereunder: 1..Mr. Suresh Kumar Agrawal -Chairman

2. Mr. Saket Agrawal-Managing Director

3. Mr. Dhananjay Uchit Singh - Executive Director

4. Mr. Kamal Kumar Jain-Chief Financial Officer

5. Ms. Shreya Kar - Company Secretary

Remuneration and other details of the said Key Managerial Personnel for the financial year ended March 31, 2018 are provided in Form No. MGT-9, Extract of the Annual Return which is set out at Annexure -2 to the Director's Report.

COMMITTEES OF THE BOARD

The Board of Directors of your Company had constituted four committees for best Corporate Governance Practices and in compliance with the provisions of the Companies Act, 2013 and SEBI LODR comprising of: Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and the Stakeholders Relationship Committee.

A detailed note on composition of these Committees, including number of meetings held and attendance during the financial year, have been disclosed separately in the Corporate Governance Report section of this Annual Report.

MEETINGS OF THE BOARD

Meetings of the Board of Directors are scheduled at regular intervals to discuss, decide and approve on various business policies, strategies, financial performance and other matters. The schedule of the meeting are circulated in advance, to ensure proper participation of the Directors in the Meeting. The Board of Directors met eleven times during the financial year 2017-18. The intervening

gap between the two consecutive meetings did not exceed one hundred and twenty days as prescribed under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

Details of the meetings and attendance of the Board of Directors held during the Financial Year 2017-18 are disclosed in Corporate Governance Report which form part of Annual Report.

FAMILARISATION PROGRAMME OF INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI Listing Regulations, the Company has put in place a familiarization programme for Independent Directors to familiarise them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc.

The details of the Programe can be access by weblink:http://mspsteel. com/about-us/corporate-policies

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well evaluation of the working of its various Committees. The performance evaluation of all the Directors was carried out by the Nomination & Remuneration Committee. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors. Details pertaining to the evaluation process has been explained in the Corporate Governance Report annexed to the Annual Report.

INDEPENDENT DIRECTORS MEETING

The Independent Directors of the Company should meet at least once during the year pursuant to requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A meeting was scheduled on 27.05.2017, without the attendance of non-independent directors and members of the management, interalia.to:

a. Evaluation of performance of non-independent directors and the Board as a whole;

b. Evaluation of performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

c. assess 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 their duties;

d. report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethical policy, if any;and

e. ascertain and ensure that the Company has an adequate and functional vigil mechanism.

INDEPENDENCE DECLARATION

The term "Independent Director" as defined under section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms the basis for determining independence of the Directors. The Company has received necessary declarations from Mr. Kapil Deo Pandey, Mr. Navneet Jagatramka, Mr. Ashok Kumar Soin and Mrs. Priyanka Tiwari, Independent Directors of your Company that they meet the criteria of independence as laid down in Companies Act, 2013 read with Schedule IV and Rules made there under as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The policy of the Company on appointment and remuneration of Directors as formulated by Nomination and Remuneration Committee, includes criteria for determining qualifications, positive attributes, independence of directors and remuneration for the directors and other perspective as laid down under section 178 of the Companies Act, 2013 and SEBI LODR Regulations, 2015.

As per the policy, the Company should have optimum combination of executive and non-executive directors with at least one woman director. As on 31st March, 2017, the Board consists of 8 Directors of which 6 are Non-Executive Directors, including one woman independent director. The Chairman being the Non-Executive Promoter Director, your company comprises of 4 Independent Director, which is one-half of the total number of directors.

The details of the policy have been included in the Report on Corporate Governance, forming part of the Annual Report and also the same has been uploaded in Company's website http://www. mspsteel.com/corporate-policy.php.

CORPORATE SOCIAL REPSONSIBILITY

In compliance with Section 135 read with Schedule VII of the Companies Act 2013 and rules made there under, your Company has established Corporate Social Responsibility Committee to formulate and monitor Corporate Social Responsibility Policy and also to recommend to the Board the amount of expenditure to be incurred on activities related to betterment of society.

The Company is well aware of its responsibility towards the Society and hence in its previous years had taken efforts to improve the living condition in the vicinity of its plants & surrounding areas. The Company had been continuing its efforts towards the betterment of the society. The Board on the recommendation of CSR committee has formulated a policy on CSR to regulate the Company's activities, amount to be spent on CSR, etc

In terms with the Section 135 Companies Act, 2013 read with Rule 8 of the companies (Corporate Social Responsibility) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 framed under, the Company has to spent 2% of its average net profits of the preceding three financial years for Corporate Social Responsibility activities, due to loss incurred in the previous year and inadequate profit in the preceding three years the amount needed to be spend on CSR activities is inadequate. Irrespective of such situation of inadequate profit or loss, your Company has spent Rs46.79 lacs on CSR activities. A report on Corporate Social Responsibility activities for the financial year 2017-18 is attached to this report as Annexure-3

RELATED PARTY TRANSACTIONS

All contracts or arrangements that were entered into by the Company with the related parties as defined under Section 177 of the Companies Act, 2013 during the year were in the ordinary course of business and on arm's length basis. All related party transactions are placed before the Audit Committee for review and approval. Since all related party transactions entered into by the Company were in the Ordinary course of business and were on arm's length basis, Form AOC-2 is not applicable to the Company. The routine related party transactions was placed before the Audit Committee for their omnibus approval

The Company's policy on "materiality of related party transactions" and the process of dealing with such transactions are in line with the amended provisions of the Companies Act, 2013 and SEBI (LODR).

The said policy is also available on the website of the Company and the link for the same is www.mspsteel.com /http://mspsteel.com/ related-party-transaction-policy.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013, your Directors hereby confirms:

(a) that in the preparation of the annual accounts for the FY 2017-18, the applicable Accounting Standards (IND AS) had been followed along with proper explanation relating to material departures;

(b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2018 and of the loss of the company for that period;

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

(d) that the directors has prepared the annual accounts on a going concern basis;

(e) that the directors has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) that the directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, there are no employees who have drawn remuneration in excess of the limits set out in the said rules.

Disclosures relating to the Remuneration under Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure-4 to this report.

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

The relevant information as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given in Annexure-5 to the Board's Report

AUDITORS

Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, M/s. Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), were appointed as Statutory Auditors of the Company for a tenure of 1 year by the Members, to hold the office from the conclusion of the 49th Annual General Meeting until the conclusion of the 50th Annual General Meeting to be held the Financial Year 2018-19.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors along with a certificate from them to the effect that their appointment is in accordance with the conditions prescribed under the Companies Act, 2013 and rules made thereunder.

Explanation to Auditor's Comments

The Notes on Financial Statement referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation, adverse remarks or disclaimer.to check when we receive the final audit report from Singhi & Co. (CARD)

Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013, your Company has appointed M/s B. Chhawchharia& Co. as Internal Auditor of the Company, to conduct internal audit of the functions and activities of the Company to audit for the period April 2018 to March 2019. Internal Auditor to change. - S.K. Agrawal & Co.

Cost Auditor

As per the Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendments Rules, 2014, the Company is required to get its Cost Audit done by Cost Accountant in practice every financial year.

The Board of Directors, on the recommendation of Audit Committee, appointed Mr. Sambhu Banerjee, Cost Accountant (Membership No. 9780) to conduct the audit of the cost accounts of the Company for the financial year 2018-19.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members in a General Meeting for their ratification. Accordingly, a resolution seeking members' ratification for the remuneration payable to Mr. Sambhu Banerjee, Cost Accountants is included in the notice convening the 49th Annual General Meeting.

Secretarial Auditor

Secretarial Audit for the financial year 2017-18 was conducted by M/s. PS Associates, Practicing Company Secretaries,(C.P. No.:3502) as required under section 204 of the Companies Act, 2013 read with relevant Rules made there under. The Secretarial Audit Report for FY 2017-18 is annexed herewith as Annexure-6.The Report does not contain any qualification, reservation or adverse remarks.

The Board of Directors has re-appointed M/s PS Associates, Practicing Company Secretaries, (C.P. No.:3502) as Secretarial

Auditor for conducting the Secretarial Audit of the Company for the Financial Year 2018-19

RISK MANAGEMENT

Your Company has an effective and robust Risk Management Framework which would enable timely identification of risks, assessment and evaluation of the same in line with the overall objectives and set adequate mitigation strategy. The Risk Management Framework is reviewed by the Board and Audit Committee on a periodical basis to oversee that all the critical risk areas that the organisation faces have been identified and assessed and there is an adequate risk management mechanism in place capable of addressing those risks. Further, details on Risk Management Policy are briefed out in the Management Discussion and Analysis Report, forming a part of this Annual Report.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate Internal Financial Control commensurate with the size, scale and complexity of its operation. The Directors of the Company have been entrusted with the overall responsibility to implement and operate the internal financial controls adequately and effectively. The Company has devised appropriate systems and frameworks including proper delegation of authority, ensuring orderly and efficient conduct of business, adherence to policies and procedures, effective IT system including ERP application aligned to business requirements, risk management framework and whistle blower mechanism. This provides the Directors with the reasonable assurance review and control mechanisms

WHISTLE BLOWER POLICY

The Company has implemented whistle blower policy/vigil mechanism as envisaged in Companies Act, 2013 and SEBI LODR to enable directors, employees and stakeholders report about any wrongful conduct, unethical/illegal practices or that could have grave impact on the operations and performance of the business of the Company or any other matter that might cause financial/non-financial loss to the director/employee of the Company or might impact their goodwill. The details of the Whistle Blower Policy are provided in the Corporate Governance Report and is also available at on the website of the Company at http://mspsteel.com/vigil-policy.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The objective of the policy is to prohibit, prevent and address issues of sexual harassment at the workplace.MSPL has established suitable mechanisms to ensure issues related to sexual harassment, are effectively addressed. MSPL believes in providing favorable working environment devoid of discrimination and harassment. Sexual harassment is a form of misconduct that undermines the employment relationship. This policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are strictly required to abide by it. Sexual harassment at the work place or other than work place if involving employees is a grave offence and is, therefore, punishable. During the year under review, no complaints were reported to the Board.

A Committee has been constituted by the Management to consider and redress complaints of Sexual Harassment. The Chairman and Members of the Committee are as follows:

EXTRACTS OF THE ANNUAL RETURN

An extract of annual return named as provided under sub-section 3 of Section 92 and in line with Section 134(3)(a) of the Companies Act ,2013 MGT-9 has been annexed to the Director's Report as Annexure-2

SIGNIFICANT AND MATERIAL ORDERS

There are no such significant or material orders passed by the regulators or courts or tribunals impacting the going concern status of the company's operation in future.

INVESTOR SERVICES

The Company and its Registrar M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction for

having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily.

AWARDS AND RECOGNITIONS

During the year under review, your Company was recognized in various ways/by various institutions and some of the awards presented to the Company are listed below:

The said awards and recognition is also available in the Company's website http://www.mspsteel.com/Awards

CAUTIONARY STATEMENT

Statement in the Board's Report and the Management Discussion & Analysis report describing the Company's Objectives, expectation and forecast may be forward looking within the meaning of applicable securities laws and Regulations. Actual result may differ materially from those expressed in the statement important factors that may influence that company's operational include global and domestic demand and supply conditions & selling prices of finished goods, input availability and prices, changes in government regulating tax laws, economic developments within the country and other parts.

ACKNOWLEDGEMENTS

Your directors take this opportunity to express their deep and sincere gratitude to shareholders, customers, dealers, agents, suppliers, investors, bankers for their continued support and faith during the year. Your Directors place on record a deep sense of appreciation for the commitment shown by the employees at all levels whose contribution was significant to the growth of the Company.

Your directors also thank for the valuable guidance and support given by the Government of India, various State Government Departments, Ministry of Corporate Affairs, Income Tax Authority and all other regulatory authorities for their assistance and cooperation during the year and look forward for the same in the future.

Operational Highlights

Your Company deals with varied range of products from Pellets, Sponge Iron, MS Billets, TMT Bars, Structural Products, etc, the production details of which is stated below:

DIVIDEND & RESERVES

The Board of Directors of the Company have not recommended any dividend for Equity as well as for 6% Non-Cumulative Redeemable Preference Shares as the Company has incurred losses for the F.Y. 2017-18. Further the Directors have restructured its debts under the reconstructing scheme of RBI, hence it is necessary to conserve and optimise use of resources for betterment of our Company.

No amount was proposed to be carried to any of the reserves for the Financial Year 2017-18.

ALLOTMENT OF EQUITY SHARES & OPTIONALLY CONVERTIBLE DEBENTURES

During the year under review, the Company has allotted 297,315,000 Equity Shares of the Company of face value Rs 10/- each at an issue price of Rs.10 per equity share for an amount of Rs. 297.32 crore and 451,790,554 Optionally Convertible Debentures (OCDs) of face value Rs. 10/- each for an amount of Rs.451.97 crores to Consortium of Lenders as per the terms of the S4A Scheme.

The present paid-up Equity Share Capital of the Company is

385,415,000 which comprises 385,415,000 Equity Shares of face value Rs. 10/-each

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company along with the interest to Investor Education and Protection Fund, established by the Central Government under the provision of Section 125 of the Companies Act, 2013. In compliance with the above, the Company will transfer unclaimed dividend amount of the Financial Year 2010-11 amounting to Rs.2.52 lacs/- to the Investor Education and Protection Fund.

The details including the last date of claiming unclaimed/unpaid dividend amount are given in our website at http://mspsteel.com/ unpaid-dividend

The statement containing the salient features of our subsidiaries pursuant to subsection 3 of Section 129 of the Companies Act, 2013 in the prescribed form AOC-1 is appended as Annexure-1 to the Director's Report. The Statement provides the detailed performance of the Subsidiaries including associate company and Joint venture.

The list of Subsidiaries and Associates of your Company as on March 31, 2018, forms a part of Form No. MGT-9, Extract of the Annual Return, which is annexed at as Annexure-2 to the Director's Report

• MSP Cement Limited is a wholly owned subsidiary of the Company having its Registered Office at Banglapara North Chakradhar Nagar Raigarh- 496001 was incorporated on 2nd June, 2008 for manufacturing and sale of cement and clinker products. The Company is yet to commence its commercial operations.

• AA ESS Tradelinks Private Limited associate company of MSP Steel & Power Limited is engaged in trading of industrial oxygen gases.

• Madanpur South Coal Company Limited incorporated on 23rd May, 2006, having its registered Office at Raipur, Chattisgarh was formed by the Venture partners MSP Steel & Power Limited, Hindustan Zinc Ltd., Akshay Investment Pvt. Ltd., Chattisgarh Steel & Power Limited and Chattisgarh Electricity Company Ltd with respect to obtain mining rights in respect of the Coal Blocks of Madanpur and use coal for its captive requirements

The details as required under Section 136 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 regarding the performance and the financial position of the Subsidiary Company, Associate Company and Joint Venture Company forms part of the Consolidated Financial Statement of the Company and applicable Indian Accounting Standards ("Ind AS") for the Financial Year ended 31st March, 2017.

Your Company has formulated a policy for determining 'Material Subsidiary', in terms of the Regulation 16(c ) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The said policy is also available at the Company's website http:// www.mspsteel.com/csr-policy/Policy%20for%20Determining%20 Material%20Subsidiaries.pdf

As per the provisions of section 136 of the Companies Act, 2013 copy of the audited financial statements, including consolidated financial statements, auditor's report along with the relevant documents and separate audit accounts in respects of the subsidiaries shall be kept open for inspection at the Registered office of your Company during working hours on all days except Saturdays, Sundays and public holidays for a period of twenty-one days before the date of Annual General Meeting. Any member willing to obtain a copy of the said financial statements may write to the Company at its Registered office or Corporate Office or visit the below mentioned website link for the same: http://mspsteel.com/annual-report

PUBLIC DEPOSITS

Your Your Company has not accepted any public deposit during the year under review, within the meaning of provisions of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rule, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investments made, guarantees given or securities provided are as per the provisions of Section 186 of the Companies Act, 2013 and forms part of the notes to the financial statements provided in this Annual Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, stating the operations of the Company, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, ("SEBI LODR") is presented in a separate section and forms an integral part of the Annual Report.

CORPORATE GOVERNANCE

Corporate Governance aims at creating ethical value that is not only profitable for the business but also aims at enhancing an organization's brand and reputation. Your Company is committed to achieve highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI).

A separate section on Corporate Governance as followed by your Company and as stipulated under SEBI LODR, Companies Act, 2013 and relevant rules made there under forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance is attached to the Annual Report BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Board of Directors

There was no change in the composition of the Board of Directors during the reporting period, howereverin accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Suresh Kumar Agrawal,(DIN: 00587623) Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

Key Managerial Personnel

Following persons are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with Rules framed thereunder: 1..Mr. Suresh Kumar Agrawal -Chairman

2. Mr. Saket Agrawal-Managing Director

3. Mr. Dhananjay Uchit Singh - Executive Director

4. Mr. Kamal Kumar Jain-Chief Financial Officer

5. Ms. Shreya Kar - Company Secretary

Remuneration and other details of the said Key Managerial Personnel for the financial year ended March 31, 2018 are provided in Form No. MGT-9, Extract of the Annual Return which is set out at Annexure -2 to the Director's Report.

COMMITTEES OF THE BOARD

The Board of Directors of your Company had constituted four committees for best Corporate Governance Practices and in compliance with the provisions of the Companies Act, 2013 and SEBI LODR comprising of: Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and the Stakeholders Relationship Committee.

A detailed note on composition of these Committees, including number of meetings held and attendance during the financial year, have been disclosed separately in the Corporate Governance Report section of this Annual Report.

MEETINGS OF THE BOARD

Meetings of the Board of Directors are scheduled at regular intervals to discuss, decide and approve on various business policies, strategies, financial performance and other matters. The schedule of the meeting are circulated in advance, to ensure proper participation of the Directors in the Meeting. The Board of Directors met eleven times during the financial year 2017-18. The intervening

gap between the two consecutive meetings did not exceed one hundred and twenty days as prescribed under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

Details of the meetings and attendance of the Board of Directors held during the Financial Year 2017-18 are disclosed in Corporate Governance Report which form part of Annual Report.

FAMILARISATION PROGRAMME OF INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI Listing Regulations, the Company has put in place a familiarization programme for Independent Directors to familiarise them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc.

The details of the Programe can be access by weblink:http://mspsteel. com/about-us/corporate-policies

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well evaluation of the working of its various Committees. The performance evaluation of all the Directors was carried out by the Nomination & Remuneration Committee. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors. Details pertaining to the evaluation process has been explained in the Corporate Governance Report annexed to the Annual Report.

INDEPENDENT DIRECTORS MEETING

The Independent Directors of the Company should meet at least once during the year pursuant to requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A meeting was scheduled on 27.05.2017, without the attendance of non-independent directors and members of the management, interalia.to:

a. Evaluation of performance of non-independent directors and the Board as a whole;

b. Evaluation of performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

c. assess 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 their duties;

d. report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethical policy, if any;and

e. ascertain and ensure that the Company has an adequate and functional vigil mechanism.

INDEPENDENCE DECLARATION

The term "Independent Director" as defined under section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms the basis for determining independence of the Directors. The Company has received necessary declarations from Mr. Kapil Deo Pandey, Mr. Navneet Jagatramka, Mr. Ashok Kumar Soin and Mrs. Priyanka Tiwari, Independent Directors of your Company that they meet the criteria of independence as laid down in Companies Act, 2013 read with Schedule IV and Rules made there under as well as

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The policy of the Company on appointment and remuneration of Directors as formulated by Nomination and Remuneration Committee, includes criteria for determining qualifications, positive attributes, independence of directors and remuneration for the directors and other perspective as laid down under section 178 of the Companies Act, 2013 and SEBI LODR Regulations, 2015.

As per the policy, the Company should have optimum combination of executive and non-executive directors with at least one woman director. As on 31st March, 2017, the Board consists of 8 Directors of which 6 are Non-Executive Directors, including one woman independent director. The Chairman being the Non-Executive Promoter Director, your company comprises of 4 Independent Director, which is one-half of the total number of directors.

The details of the policy have been included in the Report on Corporate Governance, forming part of the Annual Report and also the same has been uploaded in Company's website http://www. mspsteel.com/corporate-policy.php.

CORPORATE SOCIAL REPSONSIBILITY

In compliance with Section 135 read with Schedule VII of the Companies Act 2013 and rules made there under, your Company has established Corporate Social Responsibility Committee to formulate and monitor Corporate Social Responsibility Policy and also to recommend to the Board the amount of expenditure to be incurred on activities related to betterment of society.

The Company is well aware of its responsibility towards the Society and hence in its previous years had taken efforts to improve the living condition in the vicinity of its plants & surrounding areas. The Company had been continuing its efforts towards the betterment of the society. The Board on the recommendation of CSR committee has formulated a policy on CSR to regulate the Company's activities, amount to be spent on CSR, etc

In terms with the Section 135 Companies Act, 2013 read with Rule 8 of the companies (Corporate Social Responsibility) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 framed under, the Company has to spent 2% of its average net profits of the preceding three financial years for Corporate Social Responsibility activities, due to loss incurred in the previous year and inadequate profit in the preceding three years the amount needed to be spend on CSR activities is inadequate. Irrespective of such situation of inadequate profit or loss, your Company has spent Rs46.79 lacs on CSR activities. A report on Corporate Social Responsibility activities for the financial year 2017-18 is attached to this report as Annexure-3

RELATED PARTY TRANSACTIONS

All contracts or arrangements that were entered into by the Company with the related parties as defined under Section 177 of the Companies Act, 2013 during the year were in the ordinary course of business and on arm's length basis. All related party transactions are placed before the Audit Committee for review and approval. Since all related party transactions entered into by the Company were in the Ordinary course of business and were on arm's length basis, Form AOC-2 is not applicable to the Company. The routine related party transactions was placed before the Audit Committee for their omnibus approval

The Company's policy on "materiality of related party transactions" and the process of dealing with such transactions are in line with the amended provisions of the Companies Act, 2013 and SEBI (LODR).

The said policy is also available on the website of the Company and the link for the same is www.mspsteel.com /http://mspsteel.com/ related-party-transaction-policy.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013, your Directors hereby confirms:

(a) that in the preparation of the annual accounts for the FY 2017-18, the applicable Accounting Standards (IND AS) had been followed along with proper explanation relating to material departures;

(b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2018 and of the loss of the company for that period;

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

(d) that the directors has prepared the annual accounts on a going concern basis;

(e) that the directors has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) that the directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, there are no employees who have drawn remuneration in excess of the limits set out in the said rules.

Disclosures relating to the Remuneration under Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure-4 to this report.

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

The relevant information as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given in Annexure-5 to the Board's Report

AUDITORS Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, M/s. Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), were appointed as Statutory Auditors of the Company for a tenure of 1 year by the Members, to hold the office from the conclusion of the 49th Annual General Meeting until the conclusion of the 50th Annual General Meeting to be held the Financial Year 2018-19.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors along with a certificate from them to the effect that their appointment is in accordance with the conditions prescribed under the Companies Act, 2013 and rules made thereunder.

Explanation to Auditor's Comments

The Notes on Financial Statement referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation, adverse remarks or disclaimer.to check when we receive the final audit report from Singhi & Co. (CARD)

Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013, your Company has appointed M/s B. Chhawchharia& Co. as Internal Auditor of the Company, to conduct internal audit of the functions and activities of the Company to audit for the period April 2018 to March 2019. Internal Auditor to change. - S.K. Agrawal & Co.

Cost Auditor

As per the Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendments Rules, 2014, the Company is required to get its Cost Audit done by Cost Accountant in practice every financial year.

The Board of Directors, on the recommendation of Audit Committee, appointed Mr. Sambhu Banerjee, Cost Accountant (Membership No. 9780) to conduct the audit of the cost accounts of the Company for the financial year 2018-19.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members in a General Meeting for their ratification. Accordingly, a resolution seeking members' ratification for the remuneration payable to Mr. Sambhu Banerjee, Cost Accountants is included in the notice convening the 49th Annual General Meeting.

Secretarial Auditor

Secretarial Audit for the financial year 2017-18 was conducted by M/s. PS Associates, Practicing Company Secretaries,(C.P. No.:3502) as required under section 204 of the Companies Act, 2013 read with relevant Rules made there under. The Secretarial Audit Report for FY 2017-18 is annexed herewith as Annexure-6.The Report does not contain any qualification, reservation or adverse remarks.

The Board of Directors has re-appointed M/s PS Associates, Practicing Company Secretaries, (C.P. No.:3502) as Secretarial

Auditor for conducting the Secretarial Audit of the Company for the Financial Year 2018-19

RISK MANAGEMENT

Your Company has an effective and robust Risk Management Framework which would enable timely identification of risks, assessment and evaluation of the same in line with the overall objectives and set adequate mitigation strategy. The Risk Management Framework is reviewed by the Board and Audit Committee on a periodical basis to oversee that all the critical risk areas that the organisation faces have been identified and assessed and there is an adequate risk management mechanism in place capable of addressing those risks. Further, details on Risk Management Policy are briefed out in the Management Discussion and Analysis Report, forming a part of this Annual Report.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate Internal Financial Control commensurate with the size, scale and complexity of its operation. The Directors of the Company have been entrusted with the overall responsibility to implement and operate the internal financial controls adequately and effectively. The Company has devised appropriate systems and frameworks including proper delegation of authority, ensuring orderly and efficient conduct of business, adherence to policies and procedures, effective IT system

including ERP application aligned to business requirements, risk management framework and whistle blower mechanism. This provides the Directors with the reasonable assurance review and control mechanisms

WHISTLE BLOWER POLICY

The Company has implemented whistle blower policy/vigil mechanism as envisaged in Companies Act, 2013 and SEBI LODR to enable directors, employees and stakeholders report about any wrongful conduct, unethical/illegal practices or that could have grave impact on the operations and performance of the business of the Company or any other matter that might cause financial/non-financial loss to the director/employee of the Company or might impact their goodwill. The details of the Whistle Blower Policy are provided in the Corporate Governance Report and is also available at on the website of the Company at http://mspsteel.com/vigil-policy.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The objective of the policy is to prohibit, prevent and address issues of sexual harassment at the workplace.MSPL has established suitable mechanisms to ensure issues related to sexual harassment, are effectively addressed. MSPL believes in providing favorable working environment devoid of discrimination and harassment. Sexual harassment is a form of misconduct that undermines the employment relationship. This policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are strictly required to abide by it. Sexual harassment at the work place or other than work place if involving employees is a grave offence and is, therefore, punishable. During the year under review, no complaints were reported to the Board.

A Committee has been constituted by the Management to consider and redress complaints of Sexual Harassment. The Chairman and Members of the Committee are as follows:

EXTRACTS OF THE ANNUAL RETURN

An extract of annual return named as provided under sub-section 3 of Section 92 and in line with Section 134(3)(a) of the Companies Act ,2013 MGT-9 has been annexed to the Director's Report as Annexure-2

SIGNIFICANT AND MATERIAL ORDERS

There are no such significant or material orders passed by the regulators or courts or tribunals impacting the going concern status of the company's operation in future.

INVESTOR SERVICES

The Company and its Registrar M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction for

having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily.

AWARDS AND RECOGNITIONS

During the year under review, your Company was recognized in various ways/by various institutions and some of the awards presented to the Company are listed below:

The said awards and recognition is also available in the Company's website http://www.mspsteel.com/Awards

CAUTIONARY STATEMENT

Statement in the Board's Report and the Management Discussion & Analysis report describing the Company's Objectives, expectation and forecast may be forward looking within the meaning of applicable securities laws and Regulations. Actual result may differ materially from those expressed in the statement important factors that may influence that company's operational include global and domestic demand and supply conditions & selling prices of finished goods, input availability and prices, changes in government regulating tax laws, economic developments within the country and other parts.

ACKNOWLEDGEMENTS

Your directors take this opportunity to express their deep and sincere gratitude to shareholders, customers, dealers, agents, suppliers, investors, bankers for their continued support and faith during the year. Your Directors place on record a deep sense of appreciation for the commitment shown by the employees at all levels whose contribution was significant to the growth of the Company.

Your directors also thank for the valuable guidance and support given by the Government of India, various State Government Departments, Ministry of Corporate Affairs, Income Tax Authority and all other regulatory authorities for their assistance and cooperation during the year and look forward for the same in the future.

ANNEXURE 1

FORM AOC-1

"AOC-1 (Pursuant to first proviso to sub - section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)"

Statement containing salient features of the financial statement of subsidiaries / associate companies /joint ventures