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Directors Report of Incredible Industries Ltd.

Mar 31, 2018

BOARDâS REPORT

DEAR MEMBERS,

The Directors take pleasure in presenting the Thirty Ninth Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31^st March, 2018.

FINANCIAL HIGHLIGHTS:

The summarized financial performance of your Company for the financial year ended 31^st March, 2018 is as under:

(Rs, in Lakhs)

Particulars	Year ended
	31^st March, 2018	31^st March, 2017
Revenue from Operations	48,715.94	40,735.33
Other Income	71.63	79.59
Total Revenue	48,787.57	40,814.92
Earning Before Interest, Depreciation and Taxes (EBIDTA)	2,581.44	2,257.21
Depreciation and Amortization Expenses	367.59	370.79
Finance Costs	1,516.16	1,540.02
Profit Before Tax	697.69	346.40
Total Tax expense	211.60	117.05
Profit After Tax	486.09	229.36
Other Comprehensive Income	(0.62)	(0.80)
Total Comprehensive Income	485.47	228.56

(Note: The Company had prepared its financial statements in accordance with Indian Accounting Standards (âInd AS'') as prescribed under Section 133 of Companies Act, 2013 read with relevant rules thereunder and other accounting principles generally accepted in India. Thus, figures of previous FY 2016-17 are adjusted accordingly.)

OPERATIONS:

Iron & Steel is indispensable for nation building and has a direct linkage with nationâs health and growth. FY 2017-18 continued to be a very challenging year for global economy and in particular for iron and steel industry in India. In spite of challenges, the Company is able to achieve the desired results. The key highlights of Companyâs performance during the year under review are:

- With the improvement in production as well as prices of finished goods as compared to last year, revenue from operations increased by 19.59% to Rs, 48,715.94 Lakhs only.

- With the improvement in margins as compared to last year, EBIDTA increased by 14.36% to Rs, 2,581.44 Lakhs only.

- Profit before Tax significantly increased by 101.41% to Rs, 697.69 Lakhs of current year as compared to Rs, 346.40 Lakhs of last year.

- Profit after Tax significantly increased by 111.93% to Rs, 486.09 Lakhs of Current year as compared to Rs, 229.36 Lakhs of last year. STATE OF THE COMPANYâS AFFAIRS:

The FY 2017-18 has been overall a successful year for the Company. The Company had faced many challenges in its operating sector mainly on account of average demand of finished products due to overall improvement in production and significant imports from countries like China, Korea etc.. In spite of that, your Company is able to manage the situation at its end and achieve the desired result by taking appropriate decision by the management of the Company keeping in mind the prevailing market trends. The overall state of affairs of the Company keeping in mind the present market scenario is satisfactory.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION:

There is no such material change and commitment affecting the financial position of your Company which have occurred between the end of the financial year of your company to which the financial statements relate and the date of the report.

CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business implemented by the Company during the Financial Year 2017-18.

INDUSTRY SCENARIO AND OUTLOOK:

The Government of India is aiming to scale up steel production in the country to 300 million tonnes (MT) by 2030. India produced 9.07 million tonnes (Mt) of crude steel and bags second position in crude steel production, output up by 3.6% from March, 2017. The worldâs total crude steel production in March stood at 148.3 million tonnes (Mt), up 4.0 percent from corresponding period last year as India grabbed the second position pushing Japan a notch lower.

(Source: World steel Association).

India is expected to become the worldâs largest producer of crude steel in the next 10 years, moving up from the second position. The sector has benefited from the hike in prices and production, especially since the beginning of the millennium. It is general assumption that the year 2018 would give more benefits to the steel industry in terms of demand, costs of production, market realization and exports than what was experienced in the previous year.

Your company is one of the major key players among the various players in the rolling mill industry in the Durgapur region of West Bengal. It operates with a vision to become industry leader in zone which inspires its stakeholders and a well-defined business plan with planned strategy give hope to achieve its vision.

DIVIDEND AND RESERVES:

In view of meeting capital requirements of the Company through ploughing back of profit in the business, the Directors of your Company are intend to retain the surplus profits in the business itself. Therefore, no dividend is being recommended.

During the period under review, no amount was transferred to General Reserve.

SHARE CAPITAL:

During the financial year under review, there is no change in the capital structure of the Company and accordingly the issued, subscribed and paid up share capital of your Company stood at '' 46,76,37,500/- (Rupees Forty Six Crores Seventy Six Lakhs Thirty Seven Thousand Five Hundred Only) comprising of '' 4,67,63,750 (Four Crores Sixty Seven Lakhs Sixty Three Thousand and Seven Hundred and Fifty) number of Equity shares of ''10/- each fully paid up as on 31^st March, 2018.The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES INDUSTRIAL RELATIONS:

During the financial year under review, industrial relations remained cordial. Employeesâ competencies and skills were enhanced by exposing them to several internal and external training programmes. Various measures were taken to improve motivation level of employees. Additional efforts are continued to be implemented with a view to obtain commitment and loyalty towards the organization.

CREDIT RATING:

The Companyâs credit rating ascribed by rating agency is given below:

Instrument	Rating Agency	Rating	Outlook
Long Term Loans and Fund Based and Non Fund Based Limits	India Ratings & Research Pvt. Ltd	IND D	Stable

(Note: The Credit rating for Long Term Loans was withdrawn as the same was fully repaid to Term lenders as per repayment schedule, for Fund Based Limits upgraded to IND B-/stable and for Non Fund Based Limits upgraded to IND A4 by M/s. India Ratings and Research Pvt. Ltd. on April 2, 2018.)

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

Information as required under the provisions of sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure-A, which is annexed hereto and forms part of Boardâs Report.

DETAILS OF BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. However, in case of a special and urgent business need, the Boardâs approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

During the year, four Board meetings were held, details of which are given below. The maximum time gap between any two consecutive meetings did not exceed 120 days.

Date of the meeting	No. of Directors attended the meeting
22^nd May, 2017	6(Six)
11^th August, 2017	6 (Six)
28^th November, 2017	6 (Six)
12^th February, 2018	6 (Six)

COMMITTEES OF BOARD:

There are currently five Committees of the Board as per Companies Act, 2013 and the same are as follows:

-/ Audit Committee

-/ Nomination and Remuneration Committee -/ Corporate Social Responsibility Committee -/ Stakeholders Relationship Committee -/ Management and Finance Committee

The details of composition of the Committees of Board of Directors are as under:-

a. Audit Committee

During the year under review, the Board of Director of your Company re-constituted the Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee had met four times i.e. on 22^nd May, 2017, 11^th August, 2017, 28^th November, 2017and 12^th February, 2018.

The details of composition of the Audit Committee are as under:-

Sl. No.	Name	Chairman/ Members
1.	Shri Asit Baran Dasgupta	Chairman
2.	Shri Mahesh Kumar Agarwal	Member
3.	Shri Chandra Shekhar Jalan	Member
4.	Smt. Sonam Agarwal*	Member
5.	Smt. Archana Gupta Sha**	Ex-Member

*Appointed w.e.f 12.02.2018

**Resigned w.e.f. 19.12.2017

All the recommendations made by the Committee are duly accepted and approved by the Board of Directors.

Vigil Mechanism / Whistle Blower Policy

In compliance with provisions of Section 177(9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy, if any. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company. During the year under review, no personnel has been denied access to the Audit Committee. Further, the Vigil Mechanism/ Whistle Blower Policy have been uploaded on the website of the Company at www.adhunikindustries.com and may be accessed at the following web-link: http://www.adhunikindustries.com/download/21526556637.pdf

b. Nomination & Remuneration Committee

During the year under review, the Board of Director of your Company re-constituted the Nomination and Remuneration Committee in accordance with the provision of Section 178 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee had met three times i.e. on 11^th August, 2017, 12^th February, 2018 and 23^rd March, 2018. The details of composition of the Nomination & Remuneration Committee are as under:-

Sl. No.	Name	Chairman/ Members
1.	Smt. Sonam Agarwal*	Chairman
2.	Smt. Archana Gupta Sha**	Ex-Chairman
3.	Shri Chandra Shekhar Jalan	Member
4.	Shri Mahesh Kumar Agarwal	Member

* Appointed w.e.f. 12.02.2018 ** Resigned w.e.f 19.12.2017

c. Corporate Social Responsibility Committee

The CSR philosophy of your Company is embedded in its commitment to all stakeholders, consumers, employees, environment and society while your Companyâs approach extends both to External community as well as to your Companyâs large and diverse internal employee base & their families. The Committee had approved the CSR policy and the Budget. The CSR policy is uploaded on Companyâs website. Further, the Report on CSR Activities/ Initiatives is enclosed as Annexure - B.

During the financial year 2017-18, the Committee had met once i.e. on 22^nd May, 2017.The composition of the CSR Committee formed in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is as under:

Sl. No.	Name	Chairman/ Members
1.	Shri Mahesh Kumar Agarwal	Chairman
2.	Shri Chandra Shekhar Jalan	Member
3.	Shri Mohan Lal Agarwal	Member

d. Stakeholders Relationship Committee:

During the year under review, the Board of Directors of your Company had re-constituted the Stakeholders Relationship Committee in compliance with the provisions of Section 178 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee met once during the financial year 2017-18 on 23^rd March, 2018. The details of composition of the Stakeholders Relationship Committee are as under:-

Sl. No.	Name	Chairman/ Members
1.	Shri Mahesh Kumar Agarwal	Chairman
2.	Shri Mohan Lal Agarwal	Member
3.	Smt. Sonam Agarwal*	Member
4.	Smt. Archana Gupta Sha**	Ex-Member

*Appointed w.e.f. 12.02.2018 ** Resigned w.e.f. 19.12.2017

e. Management and Finance Committee:

The Management and Finance Committee had met three times during the year on 5^th April, 2017, 18^th July, 2017 and October 24, 2017. The details of composition of the Management and Finance Committee are as under:-

Sl. No.	Name	Chairman/ Members
1.	Shri Jugal Kishore Agarwal	Chairman
2.	Shri Mahesh Kumar Agarwal	Member
3.	Shri Mohan Lal Agarwal	Member

DIRECTORSâ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, and based on the information provided by the Management, the Board of Directors report that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent except as otherwise stated in the Notes to Financial Statements so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts for the financial year ended March 31,2018 on a âgoing concernâ basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BOARD INDEPENDENCE:

Our definition of âIndependenceâ of Directors is derived from Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms above said provisions :-

a) Shri Asit Baran Dasgupta (DIN: 02476594)

b) Shri Chandra Shekhar Jalan (DIN: 01023586)

c) Smt. Sonam Agarwal* (DIN: 08054202)

d) Smt. Archana Gupta Sha** (DIN: 07089290)

*Appointed w.e.f. 12.02.2018 ** Resigned w.e.f. 19.12.2017

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(7) of the Companies Act, 2013 as well as Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

DIRECTORS:

Shri Asit Baran Dasgupta (DIN: 02476594), Shri Chandra Shekhar Jalan (DIN: 01023586) and Smt. Archana Gupta Sha* (DIN: 07089290) has furnished their individual declaration on 1st April, 2017 and Smt. Sonam Agarwal (DIN: 08054202) who was appointed as an Non-Executive additional Independent Woman Director on 12^th February, 2018 has furnished her declaration on 12^th February, 2018 pursuant to Section 149(7) of the Companies Act, 2013 confirming their status as an Independent Director pursuant to provisions of Section 149(6) of the Companies Act, 2013.

The other Board of Directors of your company comprises of Shri Mohan Lal Agarwal (DIN: 01047906), Director (Non-Executive), Shri Mahesh Kumar Agarwal (DIN: 00507690), Director & Chairman (Non- Executive) and Shri Jugal Kishore Agarwal (DIN: 00227460) Managing Director (Executive).

As per provisions of Section 152 of the Companies Act, 2013, Mr. Jugal Kishore Agarwal has been re-appointed for a further period of 3 years commencing from 30^th November, 2017 to 29^th November, 2020 based on the recommendation of Nomination and Remuneration Committee and approval of shareholders sought in the 38^thAnnual General Meeting held on 21^st September, 2017.

Further, in accordance with the provisions of Section 152 of the Act, the Rules prescribed thereunder and your Companyâs Articles of Association, Shri Mahesh Kumar Agarwal (DIN: 00507690) retires by rotation at the ensuing Annual General Meeting being eligible, offers himself for re-appointment. The Board of Directors recommends the re-appointment of Shri Mahesh Kumar Agarwal (DIN: 00507690) at the ensuing Thirty Ninth Annual General Meeting.

Again, consent of the shareholders has been sought in the ensuing Annual General Meeting for continuation of holding office by Shri Asit Baran Dasgupta as Non-Executive Independent Director after attaining the age of seventy five years.

(*Smt. Archana Gupta Sha, Independent Director, resigned from the Board of Directors of the Company w.e.f 19^thDecember, 2017 due to her some other business engagements.)

KEY MANAGERIAL PERSONNEL(KMPs):

During the year under review, no changes occurred in the position of Whole-time Key Managerial Personnel (KMPs) of the Company. Shri Jugal Kishore Agarwal, (DIN: 00227460) Managing Director, Shri Bikash Roy Chowdhury, Chief Financial Officer and Shri Bharat Agarwal, Company Secretary are the Whole-time Key Managerial Personnel (KMPs) of the Company.

(Note: Shri. Jugal Kishore Agarwal has been re-appointed as the Managing Director of the Company for a period of three years i.e. from 30^th November, 2017 to 29^th November, 2020.)

COMPANYâS POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION:

Pursuant to provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee, has formulated a Remuneration Policy. The Companyâs Remuneration Policy is available on the web link http://www.adhunikindustries.com/download/21526556394.pdf

The Remuneration Policy of the Company, inter alia, includes the aims and objectives, principles of remuneration, guidelines for remuneration to Executive Directors and Non-Executive Directors, fixed and variable components in the remuneration package, criteria for identification of the Board Members and appointment of senior management.

The criteria for identification of the Board Members including that for determining qualification, positive attributes, independence etc. are summarily given hereunder:

- The Board member shall possess appropriate skills, qualification, characteristics and experience. The objective is to have a Board with diverse background and experience in business, government, academics, technology, human resources, social responsibilities, finance, law etc. and in such other areas as may be considered relevant or desirable to conduct the Companyâs business in appropriate manner.

- Independent Director shall be person of integrity and expertise and experience and/or someone who the Committee/Board believes could contribute to the growth/philosophy/strategy of the Company.

- In evaluating the suitability of individual Board Members, the Committee takes into account many factors, including general understanding of the Companyâs business dynamics, global business, social perspective, educational and professional background and personal achievement.

- Director should possess high level of personal and professional ethics, integrity and values. He / She should be able to balance the legitimate interest and concern of all the Companyâs stakeholder in arriving at decisions, rather than advancing the interest of a particular constituency.

- Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively. He must have the aptitude to critically evaluate managementâs working as a part of a team in an environment of collegiality and trust.

- The Committee evaluates each individual with the objective of having a group that best enables the success of the Companyâs business and achieves its objectives.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

During the year, your company has duly complied with the provision of section 186 of the Companies Act, 2013. The particulars of loans given, investments made, guarantees given under the provisions of Section 186 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 are provided in the notes to the Financial Statements.

DETAILS RELATING TO MATERIAL VARIATIONS:

Disclosures regarding material variations as specified in Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not required to be furnished as no such event took place during the year.

RISK MANAGEMENT:

Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has a well-defined process to ensure risks are identified and steps to treat them are put in place at the right level in the management.

In terms of the requirement of the Companies Act, 2013 and Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has developed and implemented the Risk Management Policy. The Company has taken adequate measures to mitigate various risk encountered. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report which forms a part of this report.

HUMAN RESOURCE:

Companyâs industrial relations continued to be harmonious during the period under review. The human resource philosophy and strategy of your Company have been designed to attract and retain the best talent, creating a workplace environment that keeps employees engaged, motivated and encourages innovation. Your Company has qualified and talented human resources at all levels of operation. It has put concerted efforts for continuous learning and training to ensure that strong and credible leadership is developed.

SAFETY, HEATH AND ENVIRONMENT:

The manufacture of steel involves steps that are potentially hazardous if not executed with due care. The Company maintains the highest safety standards within its operating units and is an ISO certified (ISO 9001:2008, 14001:2004 & 18001:2007) organization. Further, there is a team of professionals who conducts regular training programs to implement the concept of maintain safe operations among the employees and to educate the team on safety norms and procedures to be followed in an unfortunate situation. Our mission is to protect and enhance the well-being of our employees, visitors and partners. Safe working is non-negotiable.

CORPORATE SOCIAL RESPONSIBILITY:

In lines with the provisions of Section 135 of the Companies Act, 2013, the Company has framed its Corporate Social Responsibility (CSR) Policy for the development and benefit of the weaker section of the society and the same is approved by the CSR Committee and the Board of Directors of the Company. The CSR Policy of the Company provides a road map for its CSR activities. The purpose of CSR Policy is to devise an appropriate strategy and focus on its CSR initiatives and lay down the broad principles on the basis of which the Company will fulfill its CSR objectives. As per the said policy, the Company follows the strategy of discharging its CSR responsibilities related to social service through various trusts/societies in addition to its own initiatives and donations made to other non-government organizations.

The CSR Policy has been uploaded on the Companyâs website at www.adhunikindustries.com and may be accessed at the link http:// www.adhunikindustries.com/download/21530079539.pdf. Pursuant to the requirements under Section 135 of the Companies Act, 2013 and Rules made thereunder, a report on CSR activities and initiatives taken during the year in the prescribed format is given in Annexure-B, which is annexed hereto and forms part of the Boardâs Report.

The Company has been playing a pro-active role in the socio economic growth and has contributed to all spheres ranging from health, education, hygiene and empowerment of women, environment conservation etc. The Company becomes the part of some of the social programs in India, touching the lives of hundreds of people positively by supporting such programs. As a part of its CSR programs, the Company had organized various programs for distribution of food, clothes and basic necessity items to the weaker section of the society as well as to provide them basic education and work based training for generation of livelihood on regular basis for the weaker section of society. Company CSR activities are mainly deployed through a NGO M/s. Nav Nirman Sanstha. Company has also given donations to M/s. Friends of Tribal Society, M/s. Purvanchal Kalyan Ashram to promote education among children belonging to weaker section of the society and also to M/s. Shri Hanuman Parishad for eradication of hunger in rural and backward areas.

PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the prescribed particulars of remuneration of employees pursuant to Section 134(3)(q) and Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, are given in Annexure - C to the Boardâs Report and forms part of this report.

RISK AND CONCERN:

Risk management is the continuing process to identify, analysis, evaluate and treat loss exposures to monitor risk control and financial resources to mitigate the adverse effects of loss. In todayâs complex business environment, effective risk management is critical to success of any business. The Company has a risk management team, which periodically evaluating the risks associated with the business and taking necessary initiatives to minimize its impact. This also helps the Company in taking business decisions with balanced risks and rewards comparison. The risk management framework ensures compliance with the requirements of relevant Regulations under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATIONS PROGRAMME FOR IDsâ:

In terms of Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a system of conducting the Familiarization Programme for Independent Director to familiarize them with their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc., through various initiatives. The said policy is uploaded on the Companyâs website at www.adhunikindustries.comand may be accessed at the link http://www. adhunikindustries.com/download/21526556087.pdf

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Companyâs shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company during the period, the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

The policy on the Code of Conduct is uploaded on the Companyâs website at www.adhunikindustries.com and may be accessed at the link http://adhunikindustries.com/download/21526302496.pdf

BOARD EVALUATION:

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to sub-section 3(p) of Section 134 of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (âSEBIâ) under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc.

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 criteria for evaluation of Directors inter alia includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, team work abilities, achievements, understanding and awareness, integrity, ethics, value and openness.

The Board and the Nomination and Remuneration Committee (âNRCâ) 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 held on 12^th February, 2018, 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 executive directors and nonexecutive directors. The same was also discussed in the board meeting at which the performance of the Board, its committees and individual directors was discussed. The performance of Independent Directors has been evaluated based on the guidelines as provided under Schedule IV of the Companies Act, 2013. The evaluation of the Independent Directors was carried out by the entire Board except by the Director being evaluated. The directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATES COMPANIES:

The Company does not have any subsidiaries, joint ventures and associate companies. So, the required disclosure is not applicable to the Company.

DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

SEBI vide its letter bearing no. SEBI/HO/ISD/OW/P/2017/18183 dated August 7, 2017 duly addressed to the three Stock Exchanges has forwarded a list of 331 suspected shell companies as identified by Ministry of Corporate Affairs and has directed the Stock Exchanges to identify the companies listed on their trading platform and place trading in all such listed securities in Stage VI of the Graded Surveillance Measure (GSM) with immediate effect. Your Company was also aggrieved by the communication of Securities and Exchange Board of India (SEBI) addressed to the three stock exchanges on August 7, 2017 and the consequential order passed by National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on August 7, 2017 itself by placing securities of the Company in GSM Stage VI with effect from August 8, 2017. The Company had made a representation to SEBI on August 9, 2017 against the impugned communication of SEBI dated August 7, 2017 and also provided the required information asked by National Stock Exchange of India Limited (NSE) vide its communication dated August 9, 2017 and BSE Limited (BSE) vide its communication dated August 10, 2017, vide its communication dated August 14, 2017. Since no action was taken on the said representation dated August 9, 2017 and after providing the required information to NSE and BSE, our Company had filed an appeal to Securities Appellate Tribunal (SAT).

The SAT after hearing both the parties directed SEBI and also the Stock Exchanges vide its order dated September 21, 2017 to reverse their decisions dated August 7, 2017 which were all passed without hearing the appellant.

INTERNAL CONTROL AND AUDIT:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The CEO and CFO certification provided in the Annual Report discusses the adequacy of the Companyâs Internal Control System and Audit.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

AUDITORS AND AUDITORâS REPORT:

STATUTORY AUDITORS

At the 37th Annual General Meeting (AGM) of the Company held on the 14th day of September, 2016, M/s Sudhir Kumar Jain & Associates, Chartered Accountants, having (Registration No. 318016E) allotted by The Institute of Chartered Accountants of India (ICAI), were appointed as Statutory Auditors of the Company to hold office for a term of 5 (five) years from the conclusion of 37^th AGM till the conclusion of the 42^nd AGM of the Company subject to ratification of such appointment by the Members at every AGM .

The Company has received a letter from the Statutory Auditors pursuant to the provisions of Section 139 of the Companies Act, 2013 confirming that their appointment on such ratification will be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for the said appointment.

The Companies Amendment Act, 2017 has omitted the requirement of ratification of the appointment of statutory auditors at every Annual General Meeting with effect from May 7, 2018. Hence the ratification of appointment of Statutory Auditors at the ensuing 39^th Annual General Meeting is not required.

The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark. Further, the Statutory Auditors have not reported any incident of fraud during the year under review.

COST AUDITORS

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, your Company has appointed M/s. Dipak Lal & Associates, Cost Accountants (a Cost Audit Firm), as Cost Auditor of the Company w.e.f. 1^st April, 2018 to 31^st March, 2019 to carry out audit of cost records of the Company, who was also the Cost Auditor for the Financial year 2017-18. The remuneration proposed to be paid to them in Financial Year 2018-19 requires ratification by the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing Annual General Meeting. The report issued by the cost auditor for the Financial Year 2017-18 is self-explanatory and do not call for any further comments.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, the Board has appointed M/s. M R & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure- D to this Report.

Boardâs comment on Secretarial Audit Reportâs Observations:

(i) SEBI vide its letter bearing no. SEBI/HO/ISD/OW/P/2017/18183 dated August 7, 2017 duly addressed to the three Stock Exchanges has forwarded a list of 331 suspected shell companies as identified by Ministry of Corporate Affairs and has directed the Stock Exchanges to identify the companies listed on their trading platform and place trading in all such listed securities in Stage VI of the Graded Surveillance Measure (GSM) with immediate effect. Your Company was also aggrieved by the communication of Securities and Exchange Board of India (SEBI) addressed to the three stock exchanges on August 7, 2017 and the consequential order passed by National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on August 7, 2017 itself by placing securities of the Company in GSM Stage VI with effect from August 8, 2017. The Company had made a representation to SEBI on August 9, 2017 against the impugned communication of SEBI dated August 7, 2017 and also provided the required information asked by National Stock Exchange of India Limited (NSE) vide its communication dated August 9, 2017 and BSE Limited (BSE) vide its communication dated August 10, 2017, vide its communication dated August 14, 2017. Since no action was taken on the said representation dated August 9, 2017 and after providing the required information to NSE and BSE, our Company had filed an appeal to Securities Appellate Tribunal (SAT).

(ii) The Company had sought approval of shareholders by way of postal ballot on January 12, 2018 for enhancement of limit of Related Party Transactions. However, due to frequent market fluctuations and volatility in the iron and steel market, the Company need to procure larger quantity of raw materials than the expected quantity from the Related Party M/s. Adhunik Alloys & Power Limited in order to keep the purchase of raw materials of the Company cost effective. Thus, the company exceeded the earlier limit approved of '' 40,00,00,000/- (Rupees Forty Crores only). Further, pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)2015, the Company is seeking approval of shareholders for ratification of the same by way of postal ballot. The notice of postal ballot is approved by the Board of Directors in its meeting held on 16^th May 2018.

The Board has also appointed M/s. M R & Associates, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2018-19.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

According to the provisions of Section 188 read with Section 2(76) of the Companies Act, 2013, all transactions entered with Related Parties during the financial year 2017-18 were on armâs length basis and were in the ordinary course of business.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to omnibus approval so granted along with a statement giving details of all related party transactions is placed before the Audit Committee.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website www.adhunikindustries.com and may be accessed at the link http://www.adhunikindustries.com/download/21530079703.pdf

Your Directors draw attention of the members to Note 33 to the financial statement which sets out related party disclosures.

Moreover during the year under review the Company has entered into materially significant related party transactions and the relevant disclosure of information pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 has been shown in AOC-2, annexed herewith marked as Annexure- E to this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the Company has transferred a sum of '' 68,000-/ (Rupees Sixty Eight Thousand only) to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Act, being the dividend amount which was due & payable and remained unclaimed and unpaid for a period of 7 (seven) years, as provided in Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

In accordance with âThe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â and in order

to provide for the effective enforcement of the basic human right of gender equality and guarantee against sexual harassment and abuse, more particularly against sexual harassment at work places, your Company has constituted an Internal Complaint Committee and adopted a policy on Prevention of Sexual Harassment at Workplace. The policy aims to provide the effective enforcement of basic human right of gender equality and guarantee against sexual harassment and abuse.

During the year, there was no complaint lodged with the Internal Complaint Committee, formed under âThe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return for the financial year ended on March 31, 2018 in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013, is marked as Annexure - F which is annexed hereto and forms part of the Boardâs Report.

MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT:

Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE:

Your Directors are pleased to report that your Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. Your Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholderâs value.

Pursuant to Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section titled Report on Corporate Governance has been included in this Annual Report along with the certificate obtained from M/s. MR & Associates, Practicing Company Secretaries Firm certifying compliance with the conditions of corporate governance as stipulated under relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and annexed with the report on Corporate Governance.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards as issued and notified by Institute of Company Secretaries of India.

FORWARD LOOKING AND CAUTIONARY STATEMENTS:

Certain statement in this Report concerning to our growth prospects, particularly those which relate to Management Discussion & Analysis Report, describing the Companyâs objectives, projections, estimates, expectations or predictions may be âforward looking statementsâ within the meaning of applicable laws and regulations. Actual results could however differ materially from those expressed or implied. The risk and uncertainties relating to these statements include, but are not limited to, important factors that could make a difference to the Companyâs operations such as global and domestic demand-supply conditions, finished goods prices, raw materials and fuels cost and availability, transportation costs, changes in Government regulations and tax structure, economic developments within India and other factors such as litigation and industrial relations. The Company does not undertake to update any forward looking statements that may be made from time to time by or on behalf of the Company.

APPRECIATION:

Your Directors place on record their sincere appreciation for significant contribution made by employees of the Company at each level, through their dedication, hard work and commitment. The Board places on record its appreciation for the continued co-operation and support extended to the Company by various Banks, Financial Institutions, Stock Exchanges, NSDL and CDSL, Vendors, Customers Consultants, Central and State Government bodies, Dealers, and other Business Associates. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and, above all, the shareholders.

For and on behalf of the Board

Sd/- Sd/-

Registered office Mahesh Kumar Agarwal Jugal Kishore Agarwal

14 Netaji Subhas Road Chairman Managing Director

Kolkata â 700001 (DIN:00507690) (DIN:00227460)

Date:28.05.2018

Mar 31, 2016

Our definition of ''Independence'' of Directors is derived from Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms above said provisions :-

a) Shri Asit Baran Dasgupta (DIN: 02476594)

b) Shri Shyam Bahadur Singh (DIN: 01982407) (demise on 26/03/2016)

c) Smt. Archana Gupta Sha (DIN: 07089290)

DIRECTORS

Shri Asit Baran Dasgupta (DIN: 02476594), Shri Shyam Bahadur Singh (DIN: 01982407) and Smt. Archana Gupta Sha (DIN: 07089290) has furnished their individual declaration on 1st April, 2015 pursuant to Section 149(7) of the Companies Act, 2013 confirming their status as an Independent Director pursuant to provisions of Section 149(6) of the Companies Act, 2013. Shri Shyam Bahadur Singh (DIN No.01982407), Independent Director ceased to be a Director w.e.f 26/03/2016 due to his unfaithful demise.

The other Board of Directors of your company comprises of Shri Mohan Lal Agarwal (DIN: 01047906), Director (Non - Executive), Shri Mahesh Kumare Agarwal (DIN: 00507690), Director & Chairman (Non-Executive), Shri Jugal Kishore Agarwal (DIN: 00227460) Managing Director (Executive).

In accordance with the provisions of Section 152 of the Act, the Rules prescribed there under and your Company''s Articles of Association, Shri Mahesh Kumar Agarwal (DIN: 00507690) retires by rotation at the ensuing AGM and being eligible, offers himself for reappointment. The Board of Directors recommends the re-appointment of Shri Mahesh Kumar Agarwal (DIN: 00507690) at the ensuing Thirty Seventh Annual General Meeting.

Mr. Chandra Shekhar Jalan (DIN No.- 01023586) has appointed as an Additional Non-Executive Independent Director of the Company on 27^th May, 2016 up to the conclusion of 37^th Annual General Meeting of the Company.

KEY MANAGERIAL PERSONNEL(KMPs)

During the year under review, no changes occurred in the position of Whole-time Key Managerial Personnel (KMPs) of the Company. Shri Jugal Kishore Agarwal, (DIN: 00227460) Managing Director, Shri Bikash Roychowdhury, Chief Financial Officer and Shri Bharat Agarwal, Company Secretary are the Whole-time Key Managerial Personnel (KMPs) of the Company.

The members had also re-appointed Shri Jugal Kishore Agarwal (DIN: 00227460) as the Managing Director of the Company in the 35th Annual General Meeting held on 18th September, 2014 for a period of three (3) years w.e.f. 30th November, 2014.

COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

Pursuant to provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee, has formulated a Remuneration Policy.

The criteria for identification of the Board Members including that for determining qualification, positive attributes, independence etc. are summarily given hereunder:

- Independent Director shall be person of integrity and expertise and experience and/or someone who the Committee/Board believes could contribute to the growth/philosophy/strategy of the Company.

- In evaluating the suitability of individual Board Members, the Committee takes into account many factors, including general understanding of the Company''s business dynamics, global business, social perspective, educational and professional background and personal achievement.

- Director should possess high level of personal and professional ethics, integrity and values. He should be able to balance the legitimate interest and concern of all the Company''s stakeholder in arriving at decisions, rather than advancing the interest of a particular constituency.

- Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively. He must have the aptitude to critically evaluate management''s working as a part of a team in an environment of collegiality and trust.

- The Committee evaluates each individual with the objective of having a group that best enables the success of the Company''s business and achieves its objectives.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

Particulars of loans given, investments made, guarantees given under the provisions of Section 186 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 are provided in the notes to the Financial Statements.

RISK MANAGEMENT

Management of risk remains an integral part of your Company''s operations and it enables your Company to maintain high standards of asset quality at time of rapid growth of its lending business. The objective of risk management is to balance the trade-off between risk and return and ensure optimal risk-adjusted return on capital. It entails independent identification, measurement and management of risks across the businesses of your Company. Risk is managed through a framework of policies and principles approved by the Board of Directors supported by an independent risk function which ensures that your Company operates within a pre-defined risk appetite. The risk management function strives to proactively anticipate vulnerabilities at the transaction as well as at the portfolio level, through quantitative or qualitative examination of the embedded risks.

Your Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company''s management systems, organizational structures, processes, standards, code of conduct and behaviour governs how the Group conducts the business of the Company and manages associated risks. There are no risks which in the opinion of the Board may threaten the existence of the company;

HUMAN RESOURCE

The human resource philosophy and strategy of your Company have been designed to attract and retain the best talent, creating a workplace environment that keeps employees engaged, motivated and encourages innovation. Your Company has qualified and talented human resources at all levels of operation. It has put concerted efforts for continuous learning and training to ensure that strong and credible leadership is developed.

The manufacture of steel involves steps that are potentially hazardous if not executed with due care. The Company maintains the highest safety standards within its operating units and is an ISO certified (ISO 9001:2008, 14001:2004 & 18001:2007) organization. Further, there is a team of professional who conducts regular training programs to implement the concept of maintain safe operations among the employees and to educate the team on safety norms and procedures to be followed in an unfortunate situation.

CORPORATE SOCIAL RESPONSIBILITY

The CSR Policy has been uploaded on the Company''s website and may be accessed at the link http://www.adhunikindustries.com/images/31433946951.pdf

Pursuant to the requirements under Section 135 of the Companies Act, 2013 and Rules made there under a report on CSR activities and initiatives taken during the year in the prescribed format is given in Annexure-B, which is annexed hereto and forms part of the Board''s Report.

The Company has been playing a pro-active role in the socio economic growth and has contributed to all spheres ranging from health, education, rural infrastructure development, hygiene and empowerment of women, environment conservation etc. The Company becomes the part of some of the social programs in India, touching the lives of hundreds of people positively by supporting social programs. As a part of its CSR programs, the Company had organized various programs for distribution of food to the weaker section of the society on regular basis, organized programs for distribution of clothes and basic necessity items to the weaker section of society on regular basis. The Company had also given donation to M/s. Purvanchal Kalyan Ashram for the purpose of providing primary education to the small children belongs to weaker section of society.

DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The names and other particulars of the Directors/Key Managerial Personnel (KMPs)/Employees of your Company 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, are set out in the Annexure - C to the Board''s Report and forms part of this report.

None of the employees is covered under provisions of Section 197(12) of Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

RISK AND CONCERN

Risk management is the continuing process to identify, analyze, evaluate and treat loss exposures to monitor risk control and financial resources to mitigate the adverse effects of loss. In today''s complex business environment, effective risk management is critical to success of any business. The Company has a risk management team, which periodically evaluating the risks associated with the business and taking necessary initiatives to minimize its impact. This also helps the Company in taking business decisions with balanced risks and rewards comparison. The risk management framework ensures compliance with the requirements of relevant Regulations under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to sub-section 3(p) of section 134 of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (âSEBIâ) under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 criteria for evaluation of Directors inter alia includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, team work abilities, achievements, understanding and awareness, integrity, ethics, value and openness.

The Board and the Nomination and Remuneration Committee (âNRCâ) 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, held on 11^th February, 2016, 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 executive directors and nonexecutive 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.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATES COMPANIES

The Company does not have any subsidiaries, joint ventures and associate companies. So, the disclosure required is not applicable to the Company.

DEPOSITS

Your Company did not accept any deposits within the meaning of the Companies Act, 2013 and the Rules made there under.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operation in future.

INTERNAL CONTROL AND AUDIT

INTERNAL FINANCIAL CONTROL SYSTEM

AUDITORS AND AUDITOR''S REPORT

STATUTORY AUDITORS

In terms of the provisions of Section 139 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Sudhir Kumar Jain & Associates, Chartered Accountants, the statutory Auditors of the Company holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for reappointment.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, your Company has appointed M/s. Dipak Lal & Associates, Cost Accountants (a Cost Audit Firm), as Cost Auditor of the Company w.e.f. 1^st April, 2016 to 31^st March, 2017 to carry out audit of cost records of the Company, who was also the Cost Auditor for the Financial year 2015-16.The remuneration proposed to be paid to them in Financial Year 2016-17 requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing Annual General Meeting. The report issued by the cost auditor for the Financial Year 2015-16 is self-explanatory and do not call for any further comments.

SECRETARIAL AUDITOR

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/s. M R & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure- D to this Report. The report is self-explanatory and do not call for any further comments.

The Board has also appointed M/s. M R & Associates, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2016-17.

RELATED PARTY TRANSACTIONS

According to the provisions of Section 188 read with Section 2(76) of the Companies Act, 2013, all transactions entered with Related Parties during the financial year 2015-16 were on arm''s length basis and were in the ordinary course of business.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website and may be accessed at the link http://www.adhunikindustries.com/download/ 1421230517.pdf

Your Directors draw attention of the members to Note 28 to the financial statement which sets out related party disclosures.

As there are no materially significant related party transactions during the year under review entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large, so the disclosure of information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. However, the Company is in the process of obtaining shareholder''s approval on the proposed material related party transaction.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013, the Company has Unclaimed dividend of earlier years aggregating to Rs. 2,72,000/- deposited in separate bank accounts, an amount of Rs 68,000/- which is liable to be transferred to Investor Education and Protection Fund (IEPF) has been duly transferred during the year. Inclusion of the said amount does not have any impact on the profitability of the company.

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

Your Company in its endeavor to provide a safe and healthy work environment for all its employees has developed a policy as per The Sexual Harassment Of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to ensure zero tolerance towards verbal, physical, psychological conduct of a sexual nature by any employee or stakeholder that directly or indirectly harasses, disrupts or interferes with another''s work performance or creates an intimidating, offensive or hostile environment such that each employee can realize his / her maximum potential. The company has not received any complaints during the financial year.

ii) Adhunik Industries Limited finished products are always set a reputable standard in the market in comparison to its peers. With the adoption various advanced methodology in the production process will help the Company to reduce its cost of production and also the quality and durability of the products are also improved.

iii) The Company had not imported any foreign technology during the period under review.

iv) The Company had not incurred any major expenditure which can specifically appropriated to Research and Development work.

Registered office For and on behalf of the Board

14 Netaji Subhas Road

Kolkata - 700001 Mahesh Kumar Agarwal Jugal Kishore Agarwal

Date: 27.05.2016 Chairman Managing Director

(DIN:00507690) (DIN:00227460)

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 36th Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

The summarized financial performance of your Company for the financial year ended 31st March, 2015 is as under:

(Rs. in Lakhs)

Year ended Particulars 31st March, 2015 31st March, 2014

Total Revenue 41,213.85 44,154.67

Total Expenditure (including 39,635.20 43,553.52 depreciation and other expenses etc.)

Profit Before Tax 1,578.65 601.15

Total Tax expense 502.10 166.16

Profit After Tax 1,076.55 434.99

Profit brought forward from 4,303.60 3,868.61 earlier year

Less: Depreciation adjustment 14.60 - pertaining to earlier years

Profit available for Appropriation 5,365.55 4,303.60

Paid up Equity Share Capital 4,676.38 4,676.38

Net Worth 10,041.93 8,979.98

OPERATIONS

The key highlights of Company's performance during the year under review are:

* Revenue from operations decreased by 6.66% toRs. 41,213.85 Lakhs due to fall in prices of finished goods as compared to last year.

* EBIDTA increased by 12.19% to Rs.3,777.29 Lakhs due to synergy in procurement and effective marketing as compared to last year.

* Profit before Tax significantly increased by 162.60% to Rs.1,578.65 Lakhs.

* Net Profit significantly increased by 147.49% to Rs. 1,076.55 Lakhs.

STATE OFTHE COMPANY'S AFFAIRS

The financial year 2014-15 has been a very successful and important year for the Company. In spite of significant challenges faced in its operating sector due to fall in prices of finished products, spurred by significant imports from countries like China, Korea etc., your Company has been able to manage the situation at its end and achieved the desired results due to synergy in procurement and effective marketing and taking appropriate decision by the management of the Company keeping in mind the prevailing market trends and promptly implemented the decisions in order to grab the temporary opportunity created in the market.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION

There is no such material change and commitment affecting the financial position of your Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report.

CHANGE(S) INTHE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business implemented by the Company during the Financial Year 2014-15.

INDUSTRY SCENARIO AND OUTLOOK

Indian steel industry plays crucial role in development of nation and is considered as the backbone of civilization and the level of per capita consumption of steel is an important determinant of the socio-economic development of the country. The Indian steel industry is divided into primary and secondary sectors. The primary sector comprises a few large integrated steel providers producing billets, slabs and hot rolled coils. The secondary sector involves small units focused on the production of value-added products such as cold rolled coils, galvanized coils, angles, columns, beams.

Your company is one of the major key players among the various players in the rolling mill industry in the Durgapur region of West Bengal. It operates with a vision to become industry leader in zone which inspires its stakeholders and a well-defined business plan with planned strategy give hope to achieve its vision.

DIVIDENDANDRESERVES

In view of meeting the capital requirements of the Company through ploughing back of profit in the business, the Directors of your company are intend to retain the surplus Profits in the business itself. Therefore, no dividend is being recommended.

During the period under review, no amount was transferred to General Reserve.

SHARE CAPITAL

The Authorized Capital of the Company was increased from Rs. 500,000,000/- (Rupees Fifty Crores only) to 1,000,000,000/- (Rupees One Hundred Crores only) during the financial year 2014-2015 approved by the members in the last Annual General Meeting held on 18th September, 2014.

As on 31st March, 2015, the issued, subscribed and paid up share capital of your Company stood at Rs.467,637,500/- (Rupees Forty Six Crores Seventy Six Lakhs Thirty Seven Thousand and Five Hundred Only) comprising of 46,763,750 (Four Crores Sixty Seven Lakhs Sixty Three Thousand and Seven Hundred and Fifty only) number of Equity shares of Rs. 10/- each fully paid up.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

CREDITRATING

The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies as mentioned below:

Instrument Rating Agency

Long Term Loans and India Ratings & Research Pvt. Ltd Fund Based and Non Fund Based Limits Brickwork Ratings India Pvt. Ltd.

Instrument Rating Outlook

Long Term Loans and IND BBB-, IND A3 Stable Fund Based and Non Fund Based Limits BWR BBB-,BWR A3 Stable

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under the provisions of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure-A, which is annexed hereto and forms part of Board's Report.

DETAILS OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company / business policies and strategies apart from other Board business. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

During the year, four Board meetings were held, details of which are given below. The maximum time gap between any two consecutive meetings did not exceed 120 days.

Date of the meeting No. of Directors attended the meeting

29th May 2014 6 (Six)

13th August, 2014 6 (Six)

13th November, 2014 5 (Five)

12th February, 2015 7 (Seven)

COMMITTEES OF BOARD

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Corporate Social Responsibility Committee and Management and Finance Committee. There are currently five Committees of the Board, as follows:

* Audit Committee

* Nomination and Remuneration Committee

* Corporate Social Responsibility Committee

* Stakeholders' Relationship Committee

*Management and Finance Committee

The details of composition of the Committees of Board of Directors are as under:-

a. Audit Committee

During the year under review, the Board of Directors of your Company constituted an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014. The Committee had met four times i.e. on 29th May, 2014,13th August, 2014,13th November, 2014 and 12th February, 2015. The details of composition of the Audit Committee are as under:-

Sl. No. Name Chairman / Members

1. Shri Asit Baran Dasgupta Chairman

2. Shri Ashok Bector* Member

3. Shri Mahesh Kumar Agarwal Member

4. Shri Shyam Bahadur Singh** Member

5. Smt. Archana Gupta Sha** Member

*Resigned w.e.f. 12th February, 2015 ** Appointed w.e.f. 12th February, 2015

Vigil Mechanism / Whistle Blower Policy

In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy, if any. The Vigil Mechanism / Whistle Blower Policy has also been uploaded on the website of the Company.

b. Nomination & Remuneration Committee

During the year under review, the Board of Directors of your Company constituted a Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014. The Committee had met two times i.e. on 29th May, 2014 and 12th February, 2015. The details of composition of the Nomination & Remuneration Committee are as under:-

Sl. No. Name chairman / Members

1. Shri Ashok Bector* Ex-Chairman

2. Shri Archana Gupta Sha** Present Chairman

3. Shri Shyam Bahadur Singh*** Member

4. Shri Mahesh Kumar Agarwal Member

*Resignedw.e.f. 12th February, 2015. **Appointedw.e.f. 12th February, 2015 **Appointedw.e.f. 29th May, 2014

c. Corporate Social Responsibility Committee

The CSR philosophy of your Company is embedded in its commitment to all stakeholders-consumers, employees, environment and society while your Company's approach extends both to External community as well as to your Company's large and diverse internal employee base & their families. The Committee had approved the CSR policy and the Budget. The CSR policy is uploaded on Company's website. Further, the Report on CSR Activities/ Initiatives is enclosed as Annexure-B.

During the year, the Committee had met once i.e. on 2nd June, 2014. The details of composition of the Corporate Social Responsibility Committee are as under:-

Sl. No. Name Chairman / Members

1. Shri Mahesh Kumar Agarwal Chairman

2. Shri Shyam Bahadur Singh Member

3. Shri Mohan Lal Agarwal Member

d. Stakeholders' Relationship Committee

In compliance with the provisions of Section 178(5) of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has renamed the existing "Shareholders' / Investors' Grievance Committee" as " Stakeholders' Relationship Committee".

The Committee had met four times i.e. on 29th May, 2014 and 13th November, 2014, 15th January, 2015 and 6th March, 2015. The details of composition of the Stakeholders' Relationship Committee are as under:-

Sl. No. Name Chairman / Members

1. Shri Mahesh Kumar Agarwal(Chairman) Chairman

2. Shri Mohan Lal Agarwal Member

3. Smt. Archana Gupta Sha * Member

4. Shri Ashok Bector ** Member

^Appointed w.e.f. 12th February, 2015 **Resigned w.e.f. 12th February, 2015

e. Management and Finance Committee

The Company has also constituted a Management and Finance Committee. The Committee met 2 (Two) times during the Year 2014-15 i.e. on 1st November, 2014 and 4th March, 2015. The details of composition of the Management and Finance Committee are as under:-

Sl. No. Name Chairman / Members

1. Shri Jugal Kishore Agarwal Chairman

2. Shri Mahesh Kumar Agarwal Member

3. Shri Mohan Lal Agarwal Member

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) of the Companies Act, 2013, your Directors state that

(i) In the preparation of the annual accounts for the financial year ended March 31st, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent except as otherwise stated in the Notes to Financial Statements so as to give a true and fair view of the state of affairs of the Company as at March 31st, 2015 and of the profit of the Company for the year ended on that date;

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors had prepared the annual accounts on a' going concern' basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are being operated effectively; and

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and being operated effectively.

BOARD INDEPENDENCE

Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013 :-

a) Shri Asit Baran Dasgupta (DIN: 02476594)

b) Shri Shyam Bahadur Singh (DIN: 01982407)

c) Smt. Archana Gupta Sha (DIN: 07089290)

DIRECTORS

Pursuant to the provisions of Section 149 of the Companies Act, 2013 (Act) read with Companies (Appointment and Qualification of Directors) Rules, 2014, Clause 49 of the Listing Agreement and your Company's Articles of Association Shri Ashok Bector, (DIN: 00582126) Independent Director of the Company resigned and Smt. Archana Gupta Sha (DIN: 07089290) had been appointed as Additional Woman Independent Director of the Company with effect from 12th February, 2015

Shri Asit Baran Dasgupta (DIN: 02476594), Shri Shyam Bahadur Singh (DIN: 01982407) and Smt. Archana Gupta Sha (DIN: 07089290) have furnished their individual declaration on 1st April, 2015 pursuant to Section 149(7) of the Companies Act, 2013 confirming their status as Independent Directors pursuant to provisions of Section 149(6) of the Companies Act, 2013.

The other Board of Directors of your Company comprises Shri Mohan Lal Agarwal (DIN: 01047906), Director (Non-Executive), Shri Mahesh Kumar Agarwal (DIN: 00507690), Director & Chairman (Non- Executive), Shri Jugal Kishore Agarwal (DIN: 00227460) Managing Director (Executive).

In accordance with the provisions of Section 152 of the Act, the Rules prescribed thereunder and your Company's Articles of Association, Shri Mohan Lal Agarwal (DIN: 01047906) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board of Directors recommends the re-appointment of Shri Mohan Lal Agarwal (DIN: 01047906) at the ensuing Thirty Sixth Annual General Meeting.

KEY MANAGERIAL PERSONNEL(KMPs)

During the year under review, Shri Jugal Kishore Agarwal, (DIN: 00227460) Managing Director, Shri Bikash Roychowdhury, Chief Financial Officer and Shri Bharat Agarwal, Company Secretary of the Company were nominated as the Whole-time Key Managerial Personnel (KMPs) of the Company.

In accordance with provisions of Section 203 of the Companies Act, 2013, the following are the Whole time Key Managerial Personnel (KMPs) of your Company as on March 31,2015-

Name Designation

Shri Jugal Kishore Agarwal Managing Director

Shri Bikash Roy Chowdhury Chief Financial Officer

Shri Bharat Agarwal Company Secretary

Name Date of Appointment Date of Cessation

Shri Jugal Kishore Agarwal 29.05.2014 -

Shri Bikash Roy Chowdhury 29.05.2014 -

Shri Bharat Agarwal 29.05.2014 -

The members had also re-appointed Shri Jugal Kishore Agarwal (DIN: 00227460) as the Managing Director of the Company in the last Annual General Meeting held on 18th September, 2014 for a period of three (3) years w.e.f. 30th November, 2014.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

Pursuant to provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee, has formulated a Remuneration Policy.

The Remuneration Policy of the Company, inter alia, includes the aims and objectives, principles of remuneration, guidelines for remuneration to Executive Directors and Non-Executive Directors, fixed and variable components in the remuneration package, criteria for identification of the Board Members and appointment of senior management.

The criteria for identification of the Board Members including that for determining qualification, positive attributes, independence etc. are summarily given hereunder:

* The Board member shall possess appropriate skills, qualification, characteristics and experience. The objective is to have a Board with diverse background and experience in business, government, academics, technology, human resources, social responsibilities, finance, law etc. and in such other areas as may be considered relevant or desirable to conduct the Company's business in appropriate manner.

* Independent Director shall be a person of integrity expertise and experience; and / or someone who the Committee / Board believes could contribute to the growth / philosophy / strategy of the Company.

* In evaluating the suitability of individual Board Members, the Committee takes into account many factors, including general understanding of the Company's business dynamics, global business, social perspective, educational and professional background and personal achievement.

* Director should possess high level of personal and professional ethics, integrity and values. He should be able to balance the legitimate interests and concerns of all the Company's stakeholders while arriving at decisions, rather than advancing the interest of a particular constituency.

* Director must be willing to devote sufficient time and energy in carrying out his/her duties and responsibilities effectively. He must have the aptitude to critically evaluate management's working as a part of a team in an environment of collegiality and trust.

* The Committee evaluates each individual with the objective of having a group that best enables the success of the Company's business and achieves its objectives.

PARTICULARS OF LOANS, GUARANTEEAND INVESTMENTS

Particulars of loans given, investments made, guarantees given under the provisions of Section 186 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 are provided in the notes to the Financial Statements.

RISKMANAGEMENT

Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate / control the probability and / or impact of unfortunate events or to maximize the realization of opportunities.

Management of risk remains an integral part of your Company's operations and it enables your Company to maintain high standards of asset quality at a time of rapid growth of its lending business. The objective of risk management is to balance the trade-off between risk and return and ensure optimal risk-adjusted return on capital. It entails independent identification, measurement and management of risks across the businesses of your Company. Risk is managed through a framework of policies and principles approved by the Board of Directors supported by an independent risk function which ensures that your Company operates within a pre-defined risk appetite. The risk management function strives to proactively anticipate vulnerabilities at the transaction as well as at the portfolio level, through quantitative or qualitative examination of the embedded risks.

Your Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company's management systems, organizational structures, processes, standards, code of conduct and behaviors govern how the Group conducts the business of the Company and manages associated risks.

CORPORATE SOCIAL RESPONSIBILITY

In lines with the provisions of Section 135 of the Companies Act, 2013, the Company has framed its Corporate Social Responsibility (CSR) Policy for the development and benefit of the weaker section of the society and the same is approved by the CSR Committee and the Board of Directors of the Company. The CSR Policy of the Company provides a road map for its CSR activities. The purpose of CSR Policy is to devise an appropriate strategy and focus on its CSR initiatives and lay down the broad principles on the basis of which the Company will fulfill its CSR objectives. As per the said policy, the Company follows the strategy of discharging its CSR responsibilities related to social service through various trusts / societies in addition to its own initiatives and donations made to other non-government organizations.

The CSR Policy has been uploaded on the Company's website and may be accessed at the link http://www.adhunikindustries.com/images/31433946951.pdf.

Pursuant to the requirements under Section 135 of the Companies Act, 2013 and Rules made thereunder a report on CSR activities and initiatives taken during the year in the prescribed format is given in Annexure-B, which is annexed hereto and forms part of the Board's Report.

The Company has been playing a pro-active role in the socio economic growth and has contributed to all spheres ranging from health, education, rural infrastructure development, hygiene and empowerment of women, environment conservation etc. The Company takes part in some of the social programs in India, touching the lives of hundreds of people positively by supporting social programs.

The major CSR activities taken up by the Company are as under-

a) Health care activities

The Company had organized various social development activities in the area of healthcare by way of providing free medical check-up and administer free treatment and medicines for the needy people. Free health camps are organized in the rural areas to provide quality healthcare services to the local population of the area surrounding the Company's steel plant at Durgapur.

b) Education

The Company provide financial support to children for education in schools. School dresses, books, stationery and other materials are provided free of cost to the many needy students on regular basis in order to support their education. The Company also provides vocational training to workers of the backward area on a regular basis. Apart from that, the Company also organized various small primary education camps to provide basic education to the children of weaker section of society. The Company also contributed for construction of school building in Kolkata by providing donation in the corpus created by M/s. Hariyana Nagrik Sangh for the purpose.

c) Other social activities

The Company undertakes other social welfare activities and rural development projects including providing drinking water, food, health drinks, garments, tarpaulin for their home and other things of daily needs to the needy people of the backward and rural areas.

DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNELAND EMPLOYEES

The names and other particulars of the Directors/Key Managerial Personnel (KMPs) / Employees of your Company 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, are set out in the Annexure - C to the Board's Report and form part of 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 (SEBI) under Clause 49 of the Listing Agreement (Clause 49).

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

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 criteria for evaluation of Directors inter alia includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, team work abilities, achievements, understanding and awareness, integrity, ethics, value and openness.

The Board and the Nomination and Remuneration Committee (NRC) 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, held on 12th February, 2015, 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 executive Directors and 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 were also discussed.

SUBSIDIARY, JOINTVENTURES AND ASSOCIATES COMPANIES

The Company does not have any subsidiaries, joint ventures and associate companies. So, the disclosure required is not applicable to the Company.

DEPOSITS

Your Company did not accept any deposits within the meaning of the Companies Act, 2013 and the Rules made there under.

DETAILS OF SIGNIFICANT AND MATERIALORDERS PASSED BYTHEREGULATORS, COURTSANDTRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operation in future.

INTERNALCONTROLANDAUDIT

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company its compliance with operating systems, accounting procedures and policies at all locations of the Company Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

BUSINESS RESPONSIBILITY REPORT

SEBI, vide its circular CIR/CFD/DIL/8/2012 dated August 13,2012, mandated inclusion of the Business Responsibility Report (BRR) as part of Annual Report for Listed Companies.

At AIL, corporate sustainability is demonstrated through:

(a) Fair, transparent and ethical governance,

(b) Engagement with marginalized and vulnerable communities,

(c) Adherence to and respect for all human rights,

(d) Offering specialized services and solutions to meet distinct needs of its clients,

(e) Reduction of impact of its operations on the environment and

(f) Promotion of employee well-being and safety.

AIL mainly operates in Eastern India . Its units of operation are encouraged to identify target beneficiaries in line with their local needs. The objective is to drive sustainability through various initiatives across the units of operation, supply chain, community and customers. While volunteering by employees is encouraged, the Company also utilizes its own expertise to address needs of the community and the environment.

AUDITORSANDAUDITORS' REPORT

STATUTORYAUDITORS

M/s. Sudhir Kumar Jain & Associates, Chartered Accountants, the statutory auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, will be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

COSTAUDITORS

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, your Company has appointed M/s. Dipak Lal & Associates, Cost Accountants, a Cost Audit Firm, as Cost Auditor of the Company w.e.f. 1st April, 2015 to 31st March, 2016 to carry out audit of cost records of the Company.The remuneration proposed to be paid to them in Financial Year 2015-16 requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. M R & Associates, Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31st, 2015 is annexed herewith marked as Annexure - D to this Report. In this connection, with the auditor observation in this report, it is mentioned that the Company had already applied to MCA for removal of cases u/s 162(1) and 220 (3) of the Companies Act, 1956 quashed/dismissed by the Hon'ble Courts in its records

The Board has also appointed M/s.M R Associates, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2015-16.

RELATED PARTYTRANSACTIONS

According to the provisions of Section 188 read with Section 2(76) of the Companies Act, 2013, all transactions entered with Related Parties during the financial year 2014-15 were on arm's length basis and were in the ordinary course of business.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to omnibus approval so granted, along with a statement giving details of all related party transactions, are placed before the Audit Committee.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website and may be accessed at the link http://www.adhunikindustries.com/download/_1421230517.pdf

Your Directors draw attention of the members to Note 28 to the Notes to financial statement which sets out related party disclosures.

As there are no materially significant related party transactions during the year under review entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large, so the disclosure of Information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 is not required.

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and senior management of the Company. Board members and senior management personnel have affirmed compliance with the Code for the financial year 2014-15. A certificate from the CEO / Managing Director is annexed in this regard.

CODE FOR PREVENTION OFINSIDERTRADING PRACTICES

Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, a comprehensive code for prevention of insider trading is in place. The objective of the code is to prevent purchase and /or sale of shares of the Company by insider on the basis of unpublished price sensitive information.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code

TRANSFER OFAMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013, the Company is not required to transfer any amount to Investor Protection and Education Fund as the Company is declaring dividends since financial year 2007-08 and as such there is no amount of dividend which was due and payable, remained unclaimed and unpaid for a period of seven years.

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

Your Company in its endeavor to provide a safe and healthy work environment for all its employees has developed a policy to ensure zero tolerance towards verbal, physical, psychological conduct of a sexual nature by any employee or stakeholder that directly or indirectly harasses, disrupts or interferes with another's work performance or creates an intimidating, offensive or hostile environment so that each employee can realize his / her maximum potential.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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, none of the employees is drawing remuneration in excess of the limits set out in the said Rules. Therefore no disclosure is required in this context.

EXTRACT OFANNUAL RETURN

The details forming part of the extract of the Annual return in form MGT-9 as required under Section 92 of the Companies Act, 2013, is marked as Annexure - E which is annexed hereto and forms part of the Board's Report.

MANAGEMENT'S DISCUSSION ANDANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is annexed to the Corporate Governance Report which is a part of Annual Report.

CAUTIONARYSTATEMENT

Statements in this Report, particularly those which relate to Management Discussion & Analysis, describing the Company's objectives, projections, estimates, expectations or predictions may be 'forward looking statements' within the meaning of applicable laws and regulations. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include global and domestic demand-supply conditions, finished goods prices, raw materials and fuels cost and availability, transportation costs, changes in Government regulations and tax structure, economic developments within Indiaand other factors such as litigation and industrial relations.

APPRECIATION

Your Directors would take this opportunity to express their sincere appreciation for the assistance and cooperation received from the Company's customers, suppliers, government authorities, bankers, investors, financial institutions and shareholders during the period under review. Your Directors also sincerely acknowledge the outstanding support and services of the workers, staff and executives of the Company which together contributed towards the efficient operation and management of the Company

For and on behalf of the Board

Registered office 14 Netaji Subhas Road, Kolkata-700001 Date: 29.05.2015 Mahesh Kumar Agarwal Jugal Kishore Agarwal Chairman Managing Director (DIN:00507690) (DIN:00227460)

Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the Annual Report together with audited accounts of your Company for the year ended 31st March, 2014.

Financial Highlights (Rs. in Lakhs) Particulars Current Year Previous Year 2013-14 2012-13

Revenue from Operations (Net) 44,092.62 41,368.28

Other Income 62.05 92.15

Total Revenue 44,154.67 41,460.43

Earning before Interest, Tax, Depreciation & Amortization (EBITDA) 3,366.78 2,860.35

Less: Depreciation and Amortization 373.88 372.21

Less: Finance Costs 2,391.74 1,970.10

Less: Tax Expenses 166.16 135.60

Net Profit After Tax 435.00 382.43

Add: Balance brought forward from previous year 3,868.61 3,486.18

Balance carried to Balance Sheet 4,303.61 3,868.61

Operations

The performance of our steel business has been modest given the challenges in the steel sector. While our focus on backward integration is partially mitigated by availability of raw materials from group companies, we continue to focus on bringing in efficiencies to improve overall corporate performance. During the year, your Company witnessed a growth in sales figures, coupled with wider geographic extension of customer base and extension of product mix to various growing sectors. However, due to increase in raw material prices as well in the market, profitability of the Company is also affected.

Deposits

Your Company did not accept any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

Dividend

In view of meeting capital requirements of the Company through ploughing back of profit, your Directors intend to retain the surplus Profits in the business itself. Therefore, no dividend is being declared.

Listing of Equity Shares of the Group with Bombay Stock Exchange Limited (BSE)

The Director of your Company are pleased to inform you that the Equity Shares of the Company got listed and traded with Bombay Stock Exchange Limited (BSE) w.e.f 26th May, 2014.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

Directors

In accordance with the provisions of the Companies Act, 1956, Mr. Mohan Lal Agarwal and Mr. Mahesh Kumar Agarwal, Directors of your Company, retire from the Board by rotation and being eligible to offer himself for reelection at the ensuing Annual General Meeting.

Directors'' responsibility statement

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors confirm and state that (I) In the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards had been followed and that there were no material departures

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the Balance Sheet of the Company as at March 31, 2014 and of the profit of the Company for that period

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(iv) The Directors had prepared the annual accounts on a going concern basis.

Corporate Governance

Your Company has been practicing good Corporate Governance and lays strong emphasis on transparency, accountability and integrity. A separate section on Corporate Governance is given in the Annual Report and a certificate from Mr. Mohan Ram Goenka, practicing Company Secretary, regarding compliance of conditions and provisions of the Corporate Governance is given as annexure to the Report along with a certificate from CEO/CFO in terms of sub-Clause (v) of Clause 49 of the Listing Agreement is annexed in the Corporate Governance Report.

Code of Conduct

The Board has laid down a Code of Conduct for all Board members and senior management of the Company.

Board members and senior management personnel have affirmed compliance with the Code for the financial year 2013-14. A certificate from the CEO is annexed in this regard.

Code for Prevention of Insider Trading Practices

Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, a comprehensive code for prevention of insider trading is in place. The objective of the code is to prevent purchase and /or sale of shares of the Company by insider on the basis of unpublished price sensitive information.

Statutory disclosures

None of the Directors of the Company are disqualified as per the provisions of Section 274(1)(g) of the Companies Act, 1956. The Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the Company is not required to transfer any amount to Investor Protection and Education Fund as the Company is declaring dividends since financial year 2007-08 and as such there is no amount of dividend which was due and payable and remained unclaimed and unpaid for a period of seven years.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Information as required by Section 217(1)(e) of the Companies Act, 1956, read with the Company''s (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is given in the annexure attached hereto and forms a part of this Report.

Auditors

M/s. Sudhir Kumar Jain & Associates, Chartered Accountants, the statutory Auditors of the Company who retire at the ensuing Annual General Meeting are eligible for reappointment.

Secretarial audit report

As a measure of good corporate governance practice, the Board of Directors of the Company appointed M/s. M R & Associates, Company Secretaries Firm to conduct independent secretarial audit of the Company. The secretarial compliance certificate for the financial year ended March 31, 2014, is provided in the Annual Report.

The secretarial compliance certificate confirms that the Company complied with all the applicable provisions of the Companies Act, 1956, Listing Agreements with the stock exchanges, Securities Contract (Regulation) Act, 1956 and all the regulations of SEBI as applicable to the Company, including the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and the SEBI (Prohibition of Insider Trading) Regulations, 1992.

Cost Auditors

In respect of financial year ended 31st March, 2014, your Company has appointed M/s. Dipak Lal & Associates, Cost Accountants of 1, Kailash Bose Lane, Kalidas Apartment, Block-"A", 1st Floor, Flat#102, Howrah -711101, a Cost Audit Firm, as Cost Auditor of the Company w.e.f. 1st April, 2013 to 31st March, 2014 to carry out audit of cost records of the Company in compliance with General Circular No. 15/2011 dated 11th April, 2011 issued by the Ministry of Corporate Affairs, Cost Audit Branch.

Personnel

At Adhunik, values make for more than just a powerful tagline. We have proven a role model for creating wealth ethically and legally. We engage employees through a fair and rewarding work environment. The information required Under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is provided in the Annexure as below

Statement pursuant to Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 Age Gross Designation Nature Name in & Qualification of duties Remuneration Years (Rs.)

Mr. Jugal Kishore 63 Managing Director Management and Rs. 30.00 Agarwal / Law Graduate overall in charge Lakh

Experience Last Name (No. of years) Employment

Mr. Jugal Kishore Agarwal 29 NIL

Acknowledgment

The Board takes this opportunity to express its sincere appreciation for the excellent support and cooperation received from the Company''s customers, suppliers, government authorities, bankers, investors, financial institutions and shareholders for their consistent support to the Company. The Directors also sincerely acknowledge the outstanding support and services of the workers, staff and executives of the Company which together contributed towards the efficient operation and management of the Company.

For and on behalf of the Board

Registered office

14 Netaji Subhash Road Kolkata - 700001

Date: 29.05.2014 Mahesh Kumar Agarwal Jugal Kishore Agarwal Chairman Managing Director

Mar 31, 2013

Dear Members

The Directors have pleasure in presenting their Annual Report together with audited accounts of your Company for the year ended 31st March, 2013.

Financial highlights (Rs. in Lakhs)

2012-13 2011-12

Turnover 41,368.28 35,375.27

Earning before Interest, Tax, Depreciation & Amortization (EBITDA) 2,860.35 3,021.29

Provision for Taxation 135.60 186.58

Profit after Taxation 382.43 588.30

Operations

During the year, your Company witnessed a growth in sales figures, coupled with wider geographic extension of customer base and extension of product mix to various growing sectors. However, due to increase in raw material prices as well in the market, profitability of the company is also affected.

Deposits

The Company did not accept any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

Dividend

In view of meeting capital requirements of the Company through ploughing back of profit, your Directors intend to retain the surplus Profits in the business itself. Therefore, no dividend is being declared.

Management''s Discussion and Analysis Report

Management s Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

Directors

In accordance with the provisions of the Companies Act, 1956, Mr. Mahesh Kumar Agarwal, Director of your Company, retire from the Board by rotation and being eligible to offer himself for reelection at the ensuing Annual General Meeting.

Further, the Company received a notice from a member under the provisions of Section 257 of the Companies Act, 1956, nominating reappointment of Mr. Ashok Bacter & Mr. Nand Kishore Singhal in the Annual General Meeting (AGM) as Director of the Company. Mr. Ashok Bacter and Mr. Nand Kishore Singhal were appointed on the Board of the Company as Additional Director on April 3, 2012 and hold their office till the conclusion of this Annual General Meeting.

Directors'' responsibility statement

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors confirm and state that

(i) In the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards had been followed and that there were no material departures

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the Balance Sheet of the Company as at March 31,2013 and of the profit of the Company for that period

(iii) The Directors had taken proper and sufficient care for the maintenance adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(iv) The Directors had prepared the annual accounts on a going concern basis.

Corporate Governance

Your Company has been practicing good Corporate Governance and lays strong emphasis on transparency, accountability and integrity. A separate section on Corporate Governance is given in the Annual Report and a certificate from Mr. Mohan Ram Goenka, practicing Company Secretary, regarding compliance of conditions and provisions of the Corporate Governance is given as annexure to the Report along with a certificate from CEO/CFO in terms of sub-Clause (v) of Clause 49 of the Listing Agreement is annexed in the Corporate Governance Report.

Code of Conduct

The Board has laid down a Code of Conduct for all Board members and senior management of the Company.

Board members and senior management personnel have affirmed compliance with the Code for the financial year 2010-11. A certificate from the CEO is annexed in this regard.

Code for Prevention of Insider Trading Practices

Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, a comprehensive code for prevention of insider trading is in place. The objective of the code is to prevent purchase and /or sale of shares of the Company by insider on the basis of unpublished price sensitive information.

Statutory disclosures

None of the Directors of the Company are disqualified as per the provisions of Section 274(l)(g) of the Companies Act, 1956. The Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the Company is not required to transfer any amount to Investor Protection and Education Fund as the Company is declaring dividends since financial year 2007-08 and as such there is no amount of dividend which was due and payable and remained unclaimed and unpaid for a period of seven years.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Information as required by Section 217(l)(e) of the Companies Act, 1956, read with the Company''s (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is given in the annexure attached hereto and forms a part of this Report.

Auditors

M/s. Sudhir Kumar Jain & Associates, Chartered Accountants, the statutory Auditors of the Company who retire at the ensuing Annual General Meeting are eligible for reappointment.

Secretarial audit report

As a measure of good corporate governance practice, the Board of Directors of the Company appointed M/s. M R & Associates, Company Secretaries Firm to conduct independent secretarial audit of the Company. The secretarial compliance certificate for the financial year ended March 31, 2013, is provided in the Annual Report.

The secretarial compliance certificate confirms that the Company complied with all the applicable provisions of the Companies Act, 1956, Listing Agreements with the stock exchanges, Securities Contract (Regulation) Act, 1956 and all the regulations of SEBI as applicable to the Company, including the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and the SEBI (Prohibition of Insider Trading) Regulations, 1992.

Personnel

At Adhunik, values make for more than just a powerful tagline. We have proven a role model for creating wealth ethically and legally. We engage employees through a fair and rewarding work environment. The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is provided in the Annexure as below

Statement pursuant to Section 217 (2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975

Name Age Designation Nature Gross Experience Last in & of Remuneration (No. of Employment Years Qualification duties (Rs.) years)

Mr. 61 Managing Management - 28 NIL Jugal Director / and overall Kishore Law in charge Agarwal '' Graduate

Since profit of the Company is not adequate, Managing Director Sri Jugal Kishore Agarwal had agreed to forego remuneration of Rs. 30,00.000/- (Rupees Thirty Lacs only) including perquisites .

Acknowledgement

The Board takes this opportunity to express its sincere appreciation for the excellent support and cooperation received from the Company''s customers, suppliers, government authorities, bankers, investors, financial institutions and shareholders for their consistent support to the Company. The Directors also sincerely acknowledge the outstanding support and services of the workers, staff and executives of the Company which together contributed towards the efficient operation and management of the Company.

For and on behalf of the Board

Registered office 14 Netaji Subhash Road Kolkata - 700001

Date: 30.05.2013

Mahesh Kumar Agarwal Jugal Kishore Agarwal Chairman Managing Director

Mar 31, 2012

Dear Members,

Your Directors have pleasure in presenting their Annual Report together with audited accounts of your Company for the year ended 31st March, 2012.

Financial highlights (Rs. in Lakhs)

2011-12 2010-11

Turnover 35,375.27 33,488.80

Earning before Interest, Tax, Depreciation &

Amortization (EBITDA) 3,021.29 2,825.86

Provision for Taxation 186.58 604.52

Profit after Taxation 588.30 1,268.51

Operations

During the year, your Company recorded a profit of Rs. 5.88 Crores. The production of finished goods increased in the current financial year due to expansion of Rolling Mill. The Company has increased the production capacity of Rolling Mill from 1,32,000 MT to 2,22,000 MT. The commercial operation of the increased facility started on 30th April, 2012.

Deposits

Your Company did not accept any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

Dividend

In view of meeting capital requirements of the Company through ploughing back of profit, your Directors intend to retain the surplus Profits in the business itself. Therefore, no dividend is being declared.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

Director

In accordance with the provisions of the Companies Act, 1956, Mr. Mahesh Kumar Agarwal, Director of your Company, retire from the Board by rotation and being eligible to offer himself for reelection at the ensuing Annual General Meeting.

Further, the Company received a notice from a member under the provisions of Section 257 of the Companies Act, 1956, nominating reappointment of Mr. Ashok Bactgr & Mr. Nand Kishore Singhal in the Annual General Meeting (AGM) as Director of the Company. Mr. Ashok Bacter and Mr. Nand Ki shore Singhal were appointed on the Board of the Company as Additional Director on April 3, 2012 and hold their office till the conclusion of this Annual General Meeting.

Directors' responsibility statement

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors confirm and state that

(i) In the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards had been followed and that there were no material departures

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the Balance Sheet of the Company as at March 31,2012 and of the profit of the Company for that period

(iii) The Directors had taken proper and sufficient care for the maintenance adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(iv) The Directors had prepared the annual accounts on a going concern basis.

Corporate Governance

Your Company has been practicing good Corporate Governance and lays strong emphasis on transparency, accountability and integrity. A separate section on Corporate Governance is given in the Annual Report and a certificate from Mr. Mohan Ram Goenka, practicing Company Secretary, regarding compliance of conditions and provisions of the Corporate Governance is given as annexure to the Report along with a certificate from CEO/CFO in terms of sub-Clause (v) of Clause 49 of the Listing Agreement is annexed in the Corporate Governance Report.

Code of Conduct

The Board has laid down a Code of Conduct for all Board members and senior management of the Company.

Board members and senior management personnel have affirmed compliance with the Code for the financial year 2010-11. A certificate from the CEO is annexed in this regard.

Code for Prevention of Insider Trading Practices

Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, a comprehensive code for prevention of insider trading is in place. The objective of the code is to prevent purchase and /or sale of shares of the Company by insider on the basis of unpublished price sensitive information.

Statutory disclosures

None of the Directors of the Company are disqualified as per the provisions of Section 274(1 )(g) of the Companies Act, 1956. The Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the Company is not required to transfer any amount to Investor Protection and Education Fund as the Company is declaring dividends since financial year 2007-08 and as such there is no amount of dividend which was due and payable and remained unclaimed and unpaid for a period of seven years.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Information as required by Section 217(l)(e) of the Companies Act, 1956, read with the Company's (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is given in the annexure attached hereto and forms a part of this Report.

Auditors

M/s. Sudhir Kumar Jain & Associates, Chartered Accountants, the statutory Auditors of the Company who retire at the ensuing Annual General Meeting are eligible for reappointment.

Secretarial audit report

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Mr. Mohan Ram Goenka, Practicing Company Secretary to conduct independent secretarial audit of the Company. The secretarial compliance certificate for the financial year ended March 31,2012, is provided in the Annual Report.

The secretarial compliance certificate confirms that the Company complied with all the applicable provisions of the Companies Act, 1956, Listing Agreements with the stock exchanges, Securities Contract (Regulation) Act, 1956 and all the regulations of SEBI as applicable to the Company, including the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and the SEBI (Prohibition of Insider Trading) Regulations, 1992.

Personnel

At Adhunik, values make for more than just a powerful tagline. We have proven a role model for creating wealth ethically and legally. We engage employees through a fair and rewarding work environment. The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is provided in the Annexure as below

Statement pursuant to Section 217(2A) of the Companies Act,1956 and the Companies (Particulars of Employees) Rules,1975

Name Age Designation Nature of in & duties Years Qualification

Mr. 60 Managing Management Jugal Director / and overall Kishore Law Graduate in charge Agarwal

Name Gross Experience Last Remuneration (No. of Employment (Rs.) years)

Mr. 30,00,000 27 NIL Jugal Kishore Agarwal

Acknowledgement

The Board takes this opportunity to express its sincere appreciation for the excellent support and cooperation received from the Company's customers, suppliers, government authorities, bankers, investors, financial institutions and shareholders for their consistent support to the Company. The Directors also sincerely acknowledge the outstanding support and services of the workers, staff and executives of the Company which together contributed towards the efficient operation and management of the Company.

For and on behalf of the Board

Registered office 14 Netaji Subhash Road Kolkata-700001

Date: 04.09.2012 Asok Baeter Jugal Kishore Agarwal Chairman Managing Director

Mar 31, 2011

Dear Members

The Directors have pleasure in presenting their Annual Report together with audited accounts of your Company for the year ended 31st March, 2011.

Financial highlights (Rs. in Lakhs)

2010-11 2009-10 Turnover 33,488.80 39,437.77

Operating Profit before Interest, 2,296.10 2,481.06 Depreciation & Tax

Provision for Taxation 604.52 724.42

Profit after Taxation 1,268.51 1,395.41

Operations

During the year, your Company recorded a profit of Rs. 12.69 Crores. The production of finished goods decreased in the current financial year as compared to previous financial year due to expansion of Rolling Mill and interrupted supply of power from Durgapur Projects Limited. Due to this, the net profit of the Company declines. The Company has increased the production capacity of Rolling Mill from 1,32,000 MT to 2,22,000 MT.

Deposits

Your Company did not accept any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

Dividend

The Board for the year ended March 31, 2011 recommended a dividend of Re. 1/- per share (Re. 1/- per share for the year ended March 31, 2010) subject to approval of the shareholders at the Annual General Meeting. The dividend will be paid on 4,67,63,750 equity shares of the Company (4,67,63,750 equity shares for the year ended March 31, 2010).

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

In accordance with the provisions of the Companies Act, ! 956, Mr. Mohan La! Agarwal and Mr. Manoj Kumar Agarwal, Directors of your Company, retire from the Board by rotation and being eligible to offer themselves for reelection at the ensuing Annual General Meeting.

Directors'' responsibility statement

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors confirm and state that

(i) In the preparation of the annual accounts for the financial year ended March 31, 2011, the applicable accounting standards had been followed and that there were no material departures

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the Balance Sheet of the Company as at March 31, 2011 and of the profit of the Company for that period

(iii) The Directors had taken proper and sufficient care for the maintenance adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(iv) The Directors had prepared the annual accounts on a going concern basis. Corporate Governance

Your Company has been practicing good Corporate Governance and lays strong emphasis on transparency, accountability and integrity. A separate section on Corporate Governance is given in the Annual Report and a certificate from Mr. Mohan Ram Goenka, practicing Company Secretary, regarding compliance of conditions and provisions of the Corporate Governance is given as annexure to the Report along with a certificate from CEO/CFO in terms of sub-Clause (v) of Clause 49 of the Listing Agreement is annexed in the Corporate Governance Report.

Code of Conduct

The Board has laid down a Code of Conduct for all Board members and senior management of the Company.

Board members and senior management personnel have affirmed compliance with the Code for the financial year 2010-11. A certificate from the CEO is annexed in this regard.

Code for Prevention of Insider Trading Practices

Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, a comprehensive code for prevention of insider trading is in place. The objective of the code is to prevent purchase and /or sale of shares of the Company by insider on the basis of unpublished price sensitive information.

Statutory disclosures

None of the Directors of the Company are disqualified as per the provisions of Section 274(1 )(g) of the Companies Act, 1956. The Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the Company is not required to transfer any amount to Investor Protection and Education Fund as the Company is declaring dividends since financial year 2007-08 and as such there is no amount of dividend which was due and payable and remained unclaimed and unpaid for a period of seven years.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Information as required by Section 217(l)(e) of the Companies Act, 1956, read with the Company''s (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is given in the annexure attached hereto and forms a part of this Report.

Auditors

M/s. R L Mundhra & Co. Chartered Accountants, the statutory Auditors of the Company who retire at the ensuing Annual General Meeting are eligible for reappointment.

Secretarial audit report

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Mr. Mohan Ram Goenka, Practicing Company Secretary to conduct independent secretarial audit of the Company. The secretarial compliance certificate for the financial year ended March 31, 2011, is provided in the Annual Report.

The secretarial compliance certificate confirms that the Company complied with all the applicable provisions of the Companies Act, 1956, Listing Agreements with the stock exchanges, Securities Contract (Regulation) Act, 1956 and all the regulations of SEBI as applicable to the Company, including the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and the SEBI (Prohibition of Insider Trading) Regulations, 1992.

Personnel

At Adhunik, values make for more than just a powerful tagline. We have proven a role model for creating wealth ethically and legally. We engage employees through a fair and rewarding work environment. The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is provided in the Annexure as below

Statement pursuant to Section 217(2A) of the Companies Act,1956 and the Companies (Particulars of Employees) Rules,1975

Acknowledgement .

The Board takes this opportunity to express its sincere appreciation for the excellent support and cooperation received from the Company''s customers, suppliers, government authorities, bankers, investors, financial institutions and shareholders for their consistent support to the Company. The Directors also sincerely acknowledge the outstanding support and services of the workers, staff and executives of the Company which together contributed towards the efficient operation and management of the Company.

For and on behalf of the Board

Registered office

14 Netaji Subhash Road Kolkata - 700001

Date: 03.09.2011 Manoj Sharma Jugal Kishore Agarwal Chairman Managing Director

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