sweatamber steel ltd Management discussions

MANAGEMENT DISCUSSION AND ANALYSIS

The key issues of the Management Discussion and Analysis are given below.

(a) Industry Structure and Developments

The company is engaged in the business of trading and manufacturing steel and steel product.

The fortunes of the Steel industry are, to a large extent, linked to the growth of the Industry and Investment sentiments of the people.

(b) Strength

The strength of the company is known from its reputation which the company has earned due to its quality business and cordial relation with its clients and presently the company’s financial position is sound due to boom in capital market because of governmental support.

(c) Opportunities and Threats

The Company has ample opportunities in Steel industries as well as trading of steel products. The only threats are from competition and government future policies.

(d) Outlook

The continual growth in the Finance sector is expected to give the necessary support to the Steel industry. The Company is making all efforts to accelerate growth of its business. It expects to improve its position in the market by focusing on technologically advanced and more profitable products/market segments and working aggressively in the areas of productivity, efficiency and cost reductions.

(e) Internal control system

Internal audit and other controls have been found to be adequate. These are reviewed periodically by the Audit Committee and found the performance satisfactory.

(f) Developments in human resources and industrial relations

Information as per Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 is not required to be given as no employee falls under it. The Company continued to have cordial relations with all the employees.

CEO/CFO Certification

I, Mr. Bhupendra Shah, Chairman, certify to the Board that :

a) We have reviewed financial statements and the cash flow statement for the year ended as at 31^st March, 2012 and that to the best of their knowledge and belief :

These statement do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; These statements together present a true and fair view of the company’s affairs and comply with existing accounting standards, applicable laws and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered into by the company during the year that are fraudulent, illegal or violative of the company’s code of conduct.

c) We accept responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness of the internal control systems of the company and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps they have taken or propose to take to rectify these deficiencies.

d) We have indicated to the auditors and the Audit Committee

i. Significant changes in internal control during the year;

ii. Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements and

iii. Instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system.

For SWEATAMBER STEEL LTD.

Sd/-

Bhupendra SHah

Chairman

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

The Board of Directors,

Sweatamber Steel Limited

Baroda.

We have reviewed the records concerning the Company’s compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into, by the Company, with the Stock Exchanges of India, for the F.Y ended on 31^st March 2012.

The compliance of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statement of the Company.

We have conducted our review on the basis of the relevant records and documents maintained by the Company and furnished to us for the review, and the information and explanations given to us by the Company.

Based on such a review to the best of our information and according to the explanations given to us, in our opinion, the company has complied with the conditions of Corporate Governance, as stipulated in Clause 49 of the said listing agreement.

On the basis of certificate issued by the Registrar and Share Transfer Agent of the Company and the Minutes of meetings of the Shareholders/ Investors Grievance Committee of the Company, we state that, there were no investor grievances pending against the Company for a period exceeding one month.

We further state that, such compliance is neither an assurance as to the future viability of the Company, nor as to the efficiency of effectiveness with which the management has conducted the affairs of the Company.

PLACE : AHMEDABAD	FOR RAKSHIT M. SHAH & CO.
DATE : 11.08.2012	CHARTERED ACCOUNTANTS
	SD/-
	RAKSHIT M. SHAH
	(PROPRIETOR)
	M.No. 123368