REPORT OF THE DIRECTORS TO THE MEMBERS OF THE COMPANY

Your Directors are pleased to presenting 05^th Annual Report of your Company comprising the Audited Financial statements for the year ended on the 31" March, 2016.

FINANCIAL RESULTS :

REVIEW OF OPERATIONS:

During the year under review, the Company has registered an income of Rs. 914,991(previousyear Rs. 6,031,885) and Net Profit after Tax of Rs. 13,789 (previous year Rs. 33,919). The Company continued to operate in the Business of trading in Steels & Shares and there was no change in business activities. No material changes or commitments affecting thefinancial position of the Company occurred between end of thefinancialyearand the date of this report.

DIVIDEND:

The Board has not recommended any final dividend for Financial Year 2015-16 in view of the current market outlook; and in order to preserve cash.

TRANSFER TO GENERAL RESERVE:

In view of the exceptional circumstances during the year 2015-16, and the good reserves position, no amount has been transferred to reserves.

MANAGEMENTDISCUSSIONSANDANALYSIS:

Pursuant to Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management's Discussion and Analysis forms an integral part of this report and gives detail of the overview, industry structure and developments, different product groups of the Company, operational performance of its various business segments.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS'RESPONSIBILITYSTATEMENT:

The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31" March, 2016 and state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial yearand of the profitof the companyfor that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have 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. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE REPORT:

As per the provisions of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance as specified in Regulations 17,18,19,20, 21,22,23,24,25,26,27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to a listed entity having paid up Share Capital not exceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty Five Crores, as on the lastday of the previous financial year.

As on the last day of the previous financial year, the paid up Share Capital and Net worth of the Company was below the threshold limits stated above, thereby presently the Company is not required to comply with the above provisions of Corporate Governance. Accordingly, the Report on Corporate Governance and Certificate regarding compliance of conditions of Corporate Governance are not made a part of the Annual Report.

ENERGYCONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING/OUTGO:

Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are stated below: Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014,details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are asfollows:

A. Conservation ofEnergy

a. Steps taken or impacton conservation of energy- The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-dayactivities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessityarises.

B. TechnologyAbsorption

a. The efforts made towards technology absorption-The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) — NotApplicable

C. The Particulars of Foreign Exchange and Outgofortheyear under review are asfollow

(Rs. in Lacs)

PARTICULARS OF EMPLOYEESAND RELATED DISCLOSURES:

There were no employees drawing more than aggregate remuneration as specified under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Details of remuneration paid to all the Directors and Key Managerial Personnel's are provided in the “Extract of Annual Return” forming part of Directors report.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required by Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow Statement is appended. As the Company does not have any subsidiaries, it is not required to publish Consolidated Financials Statement.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of the independence as prescribed both under section 149(6) of the Companies Act, 2013 and under Regulation 16 (1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Vipul Modi, Director of the Company retires by rotation at the forthcoming Annual General Meeting in accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company and being eligible, offers himself for reappointment.

The Board of Directors of the Company in their meeting held 11^th February, 2016 has appointed Mrs. Leena Modi as Managing director of the Company for term of 05 Years subject to approval of shareholders atensuing Annual General Meeting.

As stipulated under the Regulation 36 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, brief resume of the Directors proposed to be appointed/re-appointed are given in the Notice convening 05^thAnnual General Meeting.

DISCLOSURES RELATED TO BOARD, COMMITTEESAND POLICIES: a. Board Meetings:

During the year under review, 4 (Four) Board Meetings were convened and held on 30^th May, 2015, 12^th August, 2015, 07^th November, 2015 and 11^th February, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

b. Board Performance Evaluation:

(I) The Company has devised criteria for performance evaluation of Independent Directors, Board/Committees, and other individual Directors which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. Performance evaluation has been carried out as per the “Policy on Criteria for performance appraisal/ evaluation process of Independent Directors and Board”.

At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board/ Committees were discussed in detail. A structured questionnaire each for evaluation was prepared and recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.

Aseparate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as level of engagement and contribution, qualifications, knowledge, skills and experience in the respective fields, honesty, integrity, ethical behaviour and leadership, Independence of judgment, safeguarding the interest of the Company attending the meetings regularly, understanding the business, regulatory, competitive and social environment, understanding strategic issues and challenges, bringing outside information and perspective to Board for deliberations and implications of Board decisions etc.

The performance evaluation of the Independent Directors was also carried by the entire Board. The performance evaluation of the Chairman, Managing Director & Executive Directors was carried out by the independent Directors at its

separate meeting held on 11^th February, 2016. The Directors expressed their satisfaction with the evaluation process.

(ii) The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Nomination & Remuneration policy and Policy on fixation of criteria for selection & appointment of Directors & Senior Management Personnel. The Nomination & Remuneration Policy is annexed herewith as “Annexure I” to this Report.

c. Directors Training and Familiarization:

The Directors are regularly informed during meetings of the Board and Committees of the activities of the Company, its operations and issues facing in business of offering advisory services on several financial and corporate cases. Considering the long association of the Directors with the Company and their seniority and expertise in their respective areas of specialisation and knowledge of the Company's activities, their training and familiarization were not considered necessary and accordingly no such programmes were conducted. The Board has framed a Familiarization Programme for Independent Directors to familiarize the 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.

STATUTORYAUDITORS:

M/s J. B. Dudhela & Co., Chartered Accountants, Mumbai (FRN: 102777W)), were appointed as Statutory Auditors of the Company for a term of 04 (Four) years from the conclusion of the 04^thAnnual General Meeting held on 21^s September, 2015 till the conclusion of the 08^th Annual General Meeting, subject to ratification by Members at every subsequent Annual General Meeting.

The consent from the existing members of the Company at the ensuing Annual General Meeting is sought by passing of an Ordinary Resolution included in AGM Notice for the Ratification of appointment of M/s J. B. Dudhela & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company who shall hold the office up to the conclusion of 06^thAnnual General Meeting.

Further, they have, under Section 139(1) of the Act and the Rules framed there under furnished a certificate of their eligibility and consentforappointment.

AUDITORS'REPORT:

Note 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 or adverse remark

INTERNAL AUDIT:

Pursuant to Provision of Section 138 of Companies Act, 2013, read with Companies (Accounts) Rules, 2014, the Board of Directors on recommendation of Audit Committee has re-appointed M/s. I. P. Mehta and Company, Chartered Accountants, in their meeting held on 23^rd May, 2016, as an Internal Auditor of Company. Internal Auditor submits his reports on quarterly basis to the Audit Committee.

Based on the report of internal audit function undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

SECRETARIALAUDIT REPORT FORTHE PERIOD ENDED31^ST MARCH, 2016:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/sSRM &Co., Company Secretaries (C.P No. 9928), to conduct Secretarial Auditfortheyearended on 31^st March, 2016.

Secretarial Audit Report issued by M/s SRM & Co., Company Secretaries in Form MR-3 is annexed herewith as Annexure II to this report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BYTHE SECRETARIALAUDITORS:

The qualification given under the Secretarial audit report is about the Non Appointment of Key Managerial Personnel under section 203 of Companies Act, 2013 read with applicable rules during the Audit period (01st April 2015-31st March, 2016). The Board in their meeting held on 11^thFebruary, 2016 has appointed Mrs. Leena Modi as Managing director of the Company subject to approval of members at ensuing Annual General Meeting. With respect to appointment of Company Secretary and Chief Financial Officer, the Board is still looking for competent individuals to hold on the office of Company Secretary and Chief Financial Officer

INTERNAL FINANCIAL CONTROLS:

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure

proper recording of financial and operational information & compliance of various internal controls & other regulatory &statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Companyfor inefficiency or inadequacy of such controls.

Internal Auditors' comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. Based on their report of Internal Auditfunction, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations &corrective action suggested are presented to the Audit Committee.

AUDITCOMMITTEE:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of:

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

The Broad terms of reference of Audit Committee are asfollows:

• Review the Financial Statements before submission to the Board;

• To insure the objectivity, credibility and correctness of the Company's financial reporting and disclosure processes;

• Review of policies and framework related to risk management, internal control and governance processes;

• Recommendation for appointment, remuneration and terms of appointment of auditors;

• Matter to be included in the Director's Responsibility Statement;

• Changes, if any, in the accounting policies;

• Major accounting estimates and significant adjustments in financial statement;

• Compliance with listing and other legal requirements concerning financial statements;

• Interaction with statutoryand internal auditors

• Recommendation for appointment, remuneration and terms of appointment of auditors.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report. There has also been no change in the nature of business of the Company.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As the Company is not having net worth of rupees five hundred Crores or more, or turnover of rupees one thousand Crores or more or a net profit of rupees five Crores or more during any financial year, the Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of the CSR Committee and undertaking of Social Expenditure as required under the said Section.

SUBSIDIARIES, ASSOCIATE COMPANIESAND JOINTVENTURES:

As Company does not have any subsidiaries or joint ventures or Associates Companies, it is not required to give disclosure in FormAOC-1 Pursuantto first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All Contracts/ arrangements/ transactions entered by the company during the financial year with related parties were in the ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Companyon materiality of related party transaction.

During the year ended on 31st March, 2016, there were no transactions with related parties which qualify as material transactions. The details of the related party transactions as required underAccounting Standard-18 are setout in Note 17.17 to the standalone

PARTICULARSOF LOANS, GUARANTEES, INVESTMENTS ANDSECURITIES:

Details of loans, directly or indirectly or guarantees or security given by Company or investments made by the Company during theyearunderrevieware given in the notes to financial statements.

VIGILMECHANISM/WHISTLE BLOWER POLICYFORTHEDIRECTORS AND EMPLOYEES:

In accordance with Section 177 of the Companies Act, 2013, the Company has adopted “Vigil Mechanism/Whistle Blower Policy” for Directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

RISK MANAGEMENT POLICY:

Your Company has an elaborated Risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entity's objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements, viz. (1) RiskAssessment; (2) Risk Management; (3) Risk Monitoring.

Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risk that the organisation faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems.

EXTRACT OF ANNUAL RETURN:

As required by Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure -III to this report.

GENERALDISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during theyear under review:

1. Details relating to deposits covered under ChapterV of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company operations in future.

Your Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, clients, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For & on behalf of the Board of Directors ICVL Steels Limited

Vipul Modi Leena Modi

^{Place : M}_th^umbai Director Managing Director

Date: 04 August, 2016 DIN: 00796116 DIN: 00796382