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Directors Report of Adhunik Metaliks Ltd.

Jun 30, 2015

The Directors are pleased to present the Fourteenth Annual Report and Audited Statement of Accounts for the year ended 30th June, 2015.

(Rs, in Lacs)

Particulars Standalone Results Consolidated Results

2014-15 2013-14 2014-15 2013-14

Revenue from operations (gross) 64,737.09 1,78,133.80 1,21,054.45 2,71,104.62

Less: Excise duty 4,926.15 8,987.46 10,224.54 15,535.53

Revenue from operations (net) 59,810.94 1,69,146.34 1,10,829.91 2,55,569.09

Other income 1,215.73 6,700.58 1,641.19 9,168.65 Revenue from operations (including other income) 61,026.67 1,75,846.92 1,12,471.10 2,64,737.74

Profit before Interest and Depreciation 26,811.62 30,019.14 13,177.08 56,469.32

Less: Interest 24,946.07 21,182.40 45,289.28 37,644.67

Less: Depreciation 9,743.31 9,870.84 14,709.77 14,587.74

Add: Exceptional item - - - -

Profit/ Loss before Tax (61,501.00) (1,034.10) 73,176.13 4,236.91

Taxes (20,640.74) (1,064.96) 24,810.13 191.43

Profit/ Loss for the year (40,860.26) (30.86) 48,366.00 4,045.48

Net Profit/loss after tax but before minority interest - - 7.42 4.97

Profit/ Loss for the year (40,860.26) (30.86) 48,358.58 4,040.51

OPERATIONAL REVIEW

During the year under review, total revenue on standalone basis, declined sharply from ' 175,846.92 Lacs in FY 2013 2014 to ' 61,026.67 Lacs due to suspension of production and low capacity utilization, driven by poor demand and raw material constraints. Higher raw material costs, increase in working capital cycles, higher holding cost of raw material and finished goods increased operating losses from ' 1034.10 Lacs to ' 61,501.00 Lacs. Earning Per Share (EPS - Basic & Diluted) stood at' (-) 33.090 as compared to ' 0.02.

The Company's consolidated net sales decreased from ' 264,737.74 Lacs in FY 2013 2014 to ' 112,471.10 Lacs and operating profit decreased from' 4,236.91 Lacs during the previous year to ' (-) 73,176.13 Lacs during the current year.

During the year under review, financial and operational performance of the Company has been adversely affected due to various external factors, non availability of raw materials at viable prices due to mine closures, weak product prices due to over capacity and dumping of Steel mainly by China & Russia, Global Crash in Steel and commodity prices, high interest costs, logistics costs, infrastructure bottlenecks etc. for domestic Steel Companies. The overcapacity and excess production in China resulting in cheap imports in the country and adverse duty structure domestically have further impacted the special steel business. The ferroalloy business has been affected due to frequent stoppage in the supply of chrome ore and concentrate due to closure of various chrome ore mines.

FUTURE OUTLOOK

According to the Ministry of Steel, Government of India, the current per capita consumption of finished steel in the country is onlyaround 52 kg against the world average of 203 kg and therefore, there is a huge growth potential in steel consumption in India.

Your Company is committed to its vision to emerge as an efficient producer of high quality value added products including Coke, Ferro Alloy and Special Steel. Going forward, the Company expects the revenues and margins from Metallurgical Coke, Ferro Alloy & Special Steel Businesses to remain challenging in the short term, but is positive on the outlook over the medium to long term.

The world economic growth remained modest at 3.4% in 2014. Mixed trends were noticed across the globe with Europe & US economies showing signs of recovery while large economies like China showed signs of stress and decline. Crude oil prices fell sharply putting the oil economies under massive stress thereby setting in a phase of declining consumption levels. China's softening infrastructure spends and bleak outlook on growth rates, created significant over capacity in steel and metals.

Indian economy sprang a surprise with growth at 7.3% as compared to 6.9% in the previous year, largely fuelled by low crude oil prices, growth oriented reforms. With the formation of a new government, it is estimated that within a short span of time, the economy would be reenergized. Further, fluidity in the mining sector would bekey to such revival. However, sluggish global steel demand, coupled with large surplus remains a serious threat in the form of surging imports. It calls for an immediate recourse to increase import tariffs as well as enforce trade remedial actions to stall the dumping of steel into India. This is essential to realize the government's 'Make- In-India' steel campaign. It is also necessary to enforce a strong set of technical regulations to ensure the supply of quality products to consumers and prevent the entry of substandard steel into India.

DIVIDEND

In view of the losses for the year ended June 30, 2015 and accumulated losses, the Board of Directors of your Company is constrained not to recommend any dividend for the year under review.

TRANSFER TO RESERVES

In view of losses incurred by the Company during the year, no amount has been transferred to the General Reserve for the financial year ended 30th June, 2015.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

DEPOSITS

Your Company did not accept any deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under. The Company does not hold any deposits from the public, shareholders and employees as on 30th June, 2015.

IMPLEMENTATION OF CORPORATE DEBT RESTRUCTURING

During the year under review, Corporate Debt Restructuring was undertaken by the Lenders of the Company to bring about financial viability. Principle reasons which led to financial un-viability are:

Temporary Closure of Mines:-Temporary closure of mines (iron ore and manganese ore) led to shortage of raw material and in turn has led to reduced capacity utilization of steel/pellet making facilities.

Shortage of fuel: Reduction in quantity of e-auction by Coal India Ltd has led to shortage of coal availability which in turn has aggravated the price rise. Cost of imported coal is higher than the auction price of coal sold by Coal India Ltd. This has also forced the Company to go for importing higher cost coal.

Impact on Pellet Plant at Jharkhand:- Due to sudden closure of iron ore mines in Odisha & Jharkhand, production at OMML's pellet plant was impacted. With the crash in commodity prices globally, iron ore lumps supplemented the market of iron ore pellets. Selling price of iron ore pellets fell below cost of production resulting in shrinking of bottom lines.

All the above affecting margins made it difficult for the Company to plan production and forced debt restructuring. Thus, The Corporate Debt Restructuring Empowered Group approved debt restructuring on 20th March, 2015 and the same was implemented on 30th March, 2015.

SCHEME OF AMALGAMATION

During Financial year 2013-14, your Directors approved amalgamation of the Company with its wholly owned subsidiary i.e Orissa Manganese & Minerals Limited. The Company has filed the confirmation Petition before the Hon'ble High Court, Cuttack (Odisha) and the same is pending for approval at present. The amalgamation, if approved will be advantageous and beneficial to all stakeholders of your Company.

SHARE CAPITAL

The Company's paid up equity share capital remained at Rs,1,234,995,360 (Rupees One Hundred Twenty Three Crores Forty Nine Lacs Ninety Five Thousand Three Hundred Sixty only) comprising of 123499536 equity shares of Rs, 10 each. There was no change in the Company's share capital during the year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Your Company has, subsequent to year end, transferred a sum of Rs, 125,596 to Investor Education and Protection Fund, in compliance with the provisions of Section 124, 125 and other applicable provisions of the Companies Act, 2013 (corresponding to Section 205C of the Companies Act, 1956).

The said amount represents dividend for the year 2006 – 07 which remained unclaimed for a period 7 years from its due date of payment.

SUBSIDIARY

Your company's wholly owned subsidiary namely, Orissa Manganese & Minerals Limited (OMML) operates Ghatkuri Iron ore mines in the state of Jharkhand and Patmunda and Orahuri Manganese Mines in the state of Odisha. OMML operates a iron ore pellet plant at Kandra, Jharkhand and an another wholly owned subsidiary, Global Commodity and Resources Limited based at Honking SAR, which was set up to boost the trading activity of the company. During the year under review there was no major activity of the subsidiary.

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards.

A statement containing the salient features of the financial statement of the Company's subsidiaries in the prescribed form AOC-1 pursuant to first proviso to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed separately to the financial statements. The Annual Accounts of the subsidiary companies will be made available to the shareholders of the aforesaid subsidiaries and the Company as and when they demand and will also be kept for inspection by any investor at the registered office of the Company and these subsidiaries. The Financial statements of the Company and its subsidiaries are also available on the website of the Company.

EXTENSION OF DATE FOR HOLDING ANNUAL GENERAL MEETING OF THE COMPANY

In accordance with provisions of Section 96 read with Section 129 of the Companies Act, 2013, the Annual General Meeting (AGM) of the Company for the financial year ended 30th June 2015, was due to be held on or before 31st December 2015.Since the company is in the process of Amalgamation, it had approached the Registrar of Companies, Orissa to extend time by three months for holding the Annual General Meeting i. e. up to 31st March, 2016.Necessary approval was granted by the Registrar of Companies, Orissa vide their letter dated 24th December, 2015.

BOARD MEETINGS

The Board met 5 times during the year, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

Further, the Independent Directors at their meeting, reviewed the performance of the Board, Chairman of the Board and of Non Independent Directors, as required under the Act and the Listing Agreement.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms with the Articles of Association of the Company, Mr. Jugal Kishore Agarwal (DIN - 00227460) who retires by rotation and being eligible offers himself for re-appointment. The Board has recommended his re-appointment.

The Company has received declarations from Mr. Nihar Ranjan Hota (DIN 01173440), Mr. Amerendra Prasad Verma (DIN 00236108), Mr. Nandanandan Mishra (DIN 00031342), Mr. Gopal Dikshit (DIN 00090579), Mr. Raghaw Sharan Pandey (DIN 02306586) and Mr. Ramgopal Agarwala (DIN 02054856), Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Ms. Uttara Dasgupta (DIN 06570950) was appointed as Nominee Director (Nominee of State Bank of India as Lead Lender acting for itself and for the consortium of Lenders, providing financial assistance to the Company) on 28th August, 2015.

Mr. Mahesh Kumar Agarwal (DIN :- 00507690), Director of the company resigned from Directorship of the company on 23rd October, 2015 due to his other business engagements. He was appointed as Additional Director on 12th February, 2016 on the Board of Directors of the Company.

Mr. Manoj Kumar Agarwal (DIN :- 00227871), Managing Director has expressed his desire on 7th September, 2015 to resign from the Board due to health issues. The Board has accordingly accepted his request and he was relieved from the services of the Company from the close of business hours on Saturday, 14th November, 2015.

Mr. Nirmal Kumar Agarwal (DIN: 00605669) has been appointed as the Managing Director of the Company w.e.f 14th November, 2015 for a period of 3 years w.e.f 14th November, 2015. The appointment and remuneration payable to him require the approval of the Members at the ensuing Annual General Meeting.

Brief resume of the above Directors, nature of their expertise in their specific functional areas, details of directorships in other companies and the chairmanship / membership of committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are given in the Notice for the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

The Board appointed Mr. Sanjay Dey as the Company Secretary and Compliance Office of the company w.ef 12th February, 2015.

Mr. Manoj Agarwal, Managing Director of the Company stepped down from his position with effect from 14th November, 2015 owing to health issues.

Mr. Nirmal Agarwal, Director of the Company, has been appointed as Managing Director of the Company with effect from 14th November, 2015. His employment terms needs approval of the Shareholders of the Company at the ensuing Annual General Meeting. Board of Directors recommends and has approved his terms of employment.

FINANCIAL YEAR

The financial year of the Company is from 1st July, 2014 to 30th June, 2015. As per requirements of Companies Act, 2013, the next financial year of the company shall be for a period of 9 months concluding on 31st March, 2016.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively;

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the Board Committees, in due compliance with the provisions of the Companies Act, 2013 and the Listing Agreement. The performance evaluation of the Independent Directors was carried by the entire Board and the performance evaluation of the Chairman and Non – Independent Directors was carried out by the Independent Directors.

The Board evaluation was carried out in accordance with the criteria laid down in the Nomination and Remuneration policy of the Company.

AUDIT COMMITTEE

The Audit committee comprises of 5 (five) members of which 4 (four) members are independent including Chairman Mr. Nandanandan Mishra is the Chairman of the Audit Committee. The members of the Committee possess adequate knowledge of Accounts, Audit and Finance. The composition of the Audit Committee meets the requirements as per Section 177 of the Companies Act, 2013 and of Clause 49 of the Listing Agreement and is detailed in the Corporate Governance Report forming part of this Annual Report. All recommendations made by the Audit committee were accepted by the Board during FY 2014-15. During the year under review, Audit Committee was reconstituted owing to vacancy created due to resignation of Shri Manoj Kumar Agarwal on 14th November, 2015.

DISCLOSURE REGARDING RECEIPT OF COMMISSION BY DIRECTOR

During the year under review, none of the Directors has received any commission from holding / subsidiary Company.

AUDITORS & AUDITOR's REPORT

M/s. Das & Prasad, Chartered Accountants, having registration number FRN 303054E allotted by The Institute of Chartered Accountants of India (ICAI) retires as Auditor of your Company at the ensuing Annual General Meeting (AGM) and have confirmed their eligibility and willingness to accept the office of Auditors, if re-appointed. Pursuant to section 139 of the Companies Act, 2013 and rules framed there under, it is proposed to appoint M/s. Das & Prasad, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the ensuing AGM till the conclusion of the 15th AGM to be held for F.Y. 2015-16.

The observations of the Auditors are dully dealt in Notes to Accounts attached to Balance Sheet and are self explanatory in nature and do not call for any further comments except:

a) The Management of the Company is reasonably certain that the Company would be having Future Taxable Income and deferred tax assets are only recognized to the extent that their utilization is probable, i.e. tax benefit is expected in future periods and the same is further supported by the Technical & Economical Valuation conducted by Dun & Bradstreet as a part of CDR Implementation.

b) The company has locked out its plant at Rourkela in the month of February 2015 owing to adverse business condition. The lock out was declared in accordance with the procedures laid down in the state of Odisha. In the opinion of the management, since the lock out was declared in accordance with lawful procedures, the salary and other statutory liabilities do not accrue during the period of lockout and hence no provision has been made in the books of account of the company.

c) The observation of the Auditors for the subsidiary company, Orissa Manganese & Minerals Limited has been dealt in Notes to Accounts which are self explanatory and do not require any further elucidation.

INTERNAL AUDITORS

In terms of the provisions of Section 138 of the Act, M/s More Aditya & Associates, Independent Chartered Accountants were appointed as Internal Auditors of the Company for the financial year 2014 15. The Audit Committee in consultation with the Internal Auditors formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. The Audit Committee, interlaid, reviews the Internal Audit Report.

COST AUDITORS

In respect of financial year ended 30th June, 2015, your Company has re appointed M/s. Saroj K Babu & Co., Cost Accountants, as Cost Auditor of the Company we.f 1st July, 2014 to 30th June, 2015 to carry out audit of cost records of the Company in compliance with the requirements of section 148 and all other applicable provisions of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifications) or re enactment thereof for the time being in force).

SECRETARIAL AUDIT

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 appointed Mr. Pramod Kumar Pal, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the year ended 30th June, 2015. The Secretarial Audit Report is annexed (Annexure C) herewith and forms part of this report.

CONSOLIDATED FINANCIAL STATEMENT

In terms of Clause 32 of the Listing Agreement with Stock Exchanges, Consolidated Financial Statement, conforming to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, is attached as a part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under Clause 49 of the Listing Agreement with the Stock Exchanges. Report on Corporate Governance & Shareholder Information together with the Practicing Company Secretary Certificate thereon is annexed as part of this Annual Report.

DIRECTORS' APPOINTMENT & REMUNERATION POLICY

The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed analysis of the Industry and Company Outlook, Company's operations, project review, risk management, strategic initiatives and financial review & analysis, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented under a separate section titled "Management Discussion and Analysis" forming part of the Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT -9 (Annexure - D) as per provisions of the Companies Act, 2013 and rules framed there under are annexed to this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

EMPLOYEE STOCK OPTION SCHEME (ESOP)

The Company has in place Adhunik Employee Stock Option Plan ('ESOP 2012') for employees of the Company as well as employees of the subsidiaries which continue with the Company's philosophy of encouraging the employees to be partners in the growth of the organization. ESOP Scheme is administered by the Remuneration Committee of the Board of Directors of the Company.

During the year under review, 764,332 Stock Options have vested with the employees of the Company and its subsidiaries and 620,694 Stock Options have been forfeited till 30th June 2015. As on 30th June 2015, none of the Options have been exercised.

The disclosures required to be made under Clause 12.1 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, together with a certificate obtained from the Statutory Auditors, confirming compliance thereto, are provided in Annexure B forming part of this Report.

RISK MANAGEMENT

The volatility in the global economy and the increasingly complex interplay of factors influencing the business makes Risk Management an inevitable exercise and to cater to the same, your Company has identified major focus areas for risk management to ensure organizational objectives are achieved and has a robust policy along with well-defined and dynamic structure and proactive approach to assess, monitor and mitigate risks associated with the business. The risk management framework is aimed at effectively mitigating business risks and operational risks through effective strategic implementation. The Company believes that the risks faced by the Company are within its risk capacity.

INTERNAL CONTROL SYSTEM

Your Company has adequate system of internal control procedures commensurate with its size and the nature of its business. The internal control systems of the Company are monitored and evaluated by the Internal Auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors of the Company.

Your Company manages and monitors the various risks and uncertainties that can have adverse impact on the Company's Business. Your Company is giving major thrust in developing and strengthening its internal audit so that risk threat can be mitigated.

Internal control systems are integral to the Company's corporate governance policy. Some of the significant features of internal control systems includes:

- Documenting of policies, guidelines, authorities and approval procedures, encompassing the Company's all primary functions.

- Deploying of an SAP system which covers most of its operations and is supported by a defined on-line authorization protocol.

- Ensuring complete compliance with laws, regulations, standards and internal procedures and systems.

- De-risking the Company's assets/resources and protecting them from any loss.

- Ensuring the accounting system's integrity proper and authorized recording and reporting of all transactions.

- Preparing and monitoring of annual budgets for all operating and service functions.

- Ensuring the reliability of all financial and operational information.

- Forming an Audit committee of the Board of Directors, comprising Independent Directors. The Audit Committee regularly reviews audit plans, significant audit findings, adequacy of internal controls, and compliance with accounting standards and so on.

- Forming a comprehensive Information Security Policy and continuous up-gradation of IT Systems.

The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliance as well as an enhanced control consciousness.

CREDIT RATING

Your Company obtained a Credit Rating of BWR BB - from Brickwork Ratings in the month of November, 2015.

RELATED PARTY TRANSACTIONS

All related party transactions entered into during FY 2014-15 were on arm's length basis and also in the ordinary course of business and provisions of section 188 of the Companies Act, 2013 are not attracted. Further, there are no materially significant related party transactions during the year under review made 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. Thus, disclosure in Form AOC-2 is not required.

The transactions entered into pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions was placed before the Audit Committee for its approval on a quarterly basis. The statement was supported by a Certificate duly signed by the Managing Director and the Head (Finance & Accounts). The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at the link www.adhunikgroup.com.

None of the Directors or KMP has any pecuniary relationships or transactions vis-à-vis the Company during FY 2014-15.

SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS / COURTS ETC.

There were no significant and material orders passed by the Regulators / Courts / Tribunals impacting the going concern status and company's operations in future.

There were also no material changes and commitments occurred after the closure of the year till the date of this report, which affect the financial position of the company.

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

Details of energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report (Annexure - A).

PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial Statements.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report (Annexure - E).

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Report.

VIGIL MECHANISM

The Company has adopted Vigil Mechanism policy that provides a formal mechanism for all Directors, employees and vendors of the Company to approach the Ethics Counselor/Chairman of the Audit Committee of the Board and make protective disclosures about the unethical behavior, actual or suspected fraud. The Vigil Mechanism comprises of whistle blower policy for directors, employees and vendors.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Corporate Social Responsibility (CSR) policy recommended by the Corporate Social Responsibility Committee had been approved by the Board of Directors. The CSR policy is available on the website of the Company at www.adhunikgroup.co.in.

During the year, the CSR initiatives undertaken by the Company, although not mandatory under Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules 2014, are detailed in the Annual Report.

Since your Company's last three financial years average net profit was negative, the requirement of spending 2% for CSR initiative was not needed for 2014-15. But as a responsible corporate, your Company has already initiated various CSR activities in the surrounding villages of its plant at ChadriHariharpur, Odisha. However, no separate reporting is made in this regard.

NOMINATION AND REMUNERATION POLICY

In terms of the requirement of Section 178 of the Companies Act, 2013, the Board of Directors has approved the Nomination and Remuneration policy of the Company and the same is available on the website of the company.

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has not received any complaint of sexual harassment during the financial year 2014-15.

APPRECIATION

Your Directors wish to place on record their appreciation for the continuous support and guidance of all Governmental Authorities, Central and States. It further acknowledges and wishes to place on record the deep appreciation for support of Financial Institutions, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company's success. The Directors look forward to their continued support in future.

For and on behalf of the Board



Place: Kolkata Ghanshyam Das Agarwal

Date: 12.02.2016 Chairman


Jun 30, 2014

Dear Members,

The Directors are pleased to present the Thirteenth Annual Report on the operations of your Company along with the standalone and consolidated financial results for the financial year ended June 30, 2014.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended June 30, 2014 and June 30, 2013 is summarized below:

(RS. in Lacs) 2013-14 2012-13 2013-14 2012-13

Revenue from Operation 175,846.92 172,111.19 264,737.74 308,921.30 & Other Income (Net)

Profit/(Loss) before 30,019.14 31,661.26 56,469.32 75,941.29 interest, depreciation and tax

Profit/(Loss) before (1,034.10) (703.09) 4,236.91 10,810.96 tax

Profit/(Loss) after 30.86 282.02 4,040.51 8,719.80 taxation

Appropriations - - - -

Dividend - - - -

Transfer to General Reserve - - - -

OPERATIONS

During the year under review, total revenue registered a marginal increase from RS. 172,111.19 Lacs in FY 2012 -2013 to RS. 175,846.92 Lacs. Due to higher raw material costs during the period under review, operating losses increased from RS. 703.09 Lacs to RS. 1,034.10 Lacs. Earning Per Share (EPS - Basic & Diluted) stood at RS. 0.02 as compared to RS. 0.23.

The Company''s consolidated net sales decreased from RS.308,921.30 Lacs in FY 2012 -2013 to RS. 264,737.74 Lacs and operating profit decreased from RS. 10,810.96 Lacs during the previous year to RS.4,236.91 Lacs during the current year.

On an overall basis all segments, in which the Company operates, faced tremendous pressure due to shortage of feed raw materials as also from steep increase in prices of raw materials. Significant segments of operations had to be scaled down during the period under review which affected economic scale of operations resulting in moderate growth and mounting losses. Your Company further faced significant challenges in its operating sector due to falling prices of finished products, spurred by significant imports from countries like China, Korea etc.

FINANCIAL YEAR

The financial year of the Company is from 1st July, 2013 to 30th June, 2014.

DIVIDEND

The Board does not recommend any dividend for the Financial Year 2013-2014.

CAPITAL

During the period under review, there has been no change in the capital base of the Company which comprised of 123,499,536 fully paid Equity Shares of Rs. 10 each.

EMPLOYEE STOCK OPTION SCHEME (ESOP)

The Company has in place Adhunik Employee Stock Option Plan

(''ESOP 2012'') for employees of the Company as well as employees of the subsidiaries which continue with the Company''s philosophy of encouraging the employees to be partners in the growth of the organization. ESOP Scheme is administered by the Remuneration Committee of the Board of Directors of the Company.

During the year under review, 764,332 Stock Options have vested with the employees of the Company and its subsidiaries and 620,694 Stock Options have been forfeited till 30th June 2014. As on 30th June 2014, none of the Options have been exercised.

The disclosures required to be made under Clause 12.1 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, together with a certificate obtained from the Statutory Auditors, confirming compliance thereto, are provided in Annexure A forming part of this Report.

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.

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 Exchanges, is presented in a separate section forming part of the Annual Report.

SUBSIDIARIES & OPERATIONS

Your Company''s wholly owned subsidiary, Orissa Manganese & Minerals Limited (OMML) operates Ghatkuri Iron Ore Mines in the State of Jharkhand and Patmunda and Orahuri Manganese Ore Mines in the state of Odisha. Also OMML has pellet plant at Kandra, Jharkhand. OMML''s revenue for the year under review is RS.96,007.10 lacs and recorded an increase of RS.1,319.81 lacs vis-a-vis the previous year.

In view of general exemption from the applicability of Section 212 of the Companies Act, 1956 granted by the Ministry of Corporate Affairs vide its General Circular no.2/2011 dated 8th February 2011, the Annual Report of the subsidiary companies have not been annexed. The annual accounts of the subsidiary companies are available for inspection by any shareholder at the registered office of both the holding and the subsidiary companies on any working day during business hours. The annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies on receipt of a written request from such shareholders. The consolidated Balance Sheet also comprises the following information for each subsidiary:-(a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

CONSOLIDATED FINANCIAL STATEMENT AND CASH FLOW STATEMENT

The consolidated financial statements were prepared by your Company in accordance with the applicable Accounting Standards issued by The Institute of Chartered Accountants of India and the same together with the Auditor''s Report thereof forms a part of the Annual Report. In conformity with the provisions of Clause 32 of the Listing Agreement the cash flow statement for year ended June 30, 2014 is included in the annual accounts.

SCHEME OF AMALGAMATION

As reported last year, your Directors approved amalgamation of the Company with its wholly owned subsidiary i.e Orissa Manganese & Minerals Limited. The Company has filed the confirmation Petition before the Hon''ble High Court, Cuttack (Odisha) and the same is pending for approval at present.

The amalgamation, if approved will be advantageous and beneficial to all stakeholders of your Company.

DIRECTORS

Shri Ghanshyam Das Agarwal (DIN- 00507800) who retires by rotation and being eligible offers himself for re-appointment.

Shri Gopal Dikshit (DIN 0090579) and Shri Amrendra Prasad Verma, (DIN 00236108) were appointed as Additional Directors of the Company with effect from 13th November, 2013 and 11th February, 2014, respectively, and they hold office upto the date of the ensuing Annual General Meeting. The Company has received Notice under Section 160 of the Companies Act, 2013, along with required deposit, from a member proposing their candidature for the office of Directors (Independent) of the Company. The Board recommends for their appointment as Independent Directors of the Company. In terms of the provisions of Section 149 and 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014, which became effective from 1 April 2014, an Independent Director of a Company can be appointed for a term of 5 years each and shall not be liable to retire by rotation. To comply with the above provisions, it is proposed to appoint Shri Gopal Dikshit (DIN 0090579) and Shri Amrendra Prasad Verma, (DIN 00236108) as Independent Directors of the Company to hold office for consecutive years from the date of this annual general meeting, and they shall not be liable to retire by rotation.

Pursuant to the notification of Section 149 and other applicable provisions of the Companies Act, 2013 read with rules thereon and Clause 49 of the Listing Agreement, the following Independent Directors viz. Shri Nandanandan Mishra (DIN 00031342, Shri Nihar Ranjan Hota (DIN 01173440), Dr. Ramgopal Agarwala (DIN 02054856, Shri Raghaw Sharan Pandey (DIN 02306586) are proposed to be appointed as Independent Directors for five years from the date of ensuing AGM.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under 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 June 30, 2014, the applicable accounting standards were followed and there were no material departures;

ii. The Directors selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at June 30, 2014 and of the loss of the Company for that period;

iii. The Directors took proper and sufficient care to maintain 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

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. A separate section on Corporate Governance is annexed and forms part of the Annual Report. During the period under review, the Ministry of Corporate Affairs (MCA) vide its letter dated June 19, 2013 granted approval for payment of remuneration to Shri Manoj Kumar Agarwal, Managing Director, in case of absence or inadequacy of profit of the Company.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 of the Listing Agreement with the Stock Exchanges, 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.

CODE OF CONDUCT

In compliance with Clause 49 of the Listing Agreement, the Company adopted a Code of Conduct for all Board Members and Senior Management of the Company. A copy of the said Code of Conduct for all Board Members and Senior Management of the Company is available on the Company''s website. All the members of the Board and Senior Management of the Company have affirmed compliance with the Code for the financial year ending June 30, 2014. A declaration to this effect signed by the Managing Director is annexed and forms part of the Annual Report.

EQUITY SHARES IN SUSPENSE ACCOUNT

The voting rights on the shares outstanding in the suspense account as on June 30, 2014 shall remain frozen till the rightful owner of such shares claim the shares.

As per Clause 5A (II) of the Listing Agreement, there are no shares issued in physical form pursuant to a public issue or any other issue and remain unclaimed.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 205C of the Companies Act, 1956, dividends that are unpaid/unclaimed and/or unpaid/unclaimed application money received for allotment of Securities and due for refund for a period of seven years from the date they became due for payment are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) administered by the Central Government.

During the year under review, the Company has credited a sum of Rs. 97,441/- towards unclaimed dividend for the financial year 2005-06 to the Investor Education and Protection Fund pursuant to Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.

As per MCA Circular No. 17/2012 dated 23rdJuly, 2012, the Companies are required to file Form 5 INV each year for furnishing complete information on unpaid/unclaimed amounts lying with companies as on the date of Annual General Meeting of that year, in pursuance of Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012. The Company has filed the respective Form 5 INV with Ministry of Corporate Affairs.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under 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 are provided in the annexure attached hereto and forms part of this report.

AUDITORS & AUDITOR''s REPORT

M/s. Das & Prasad, Chartered Accountants, having registration no. FRN 303054E allotted by The Institute of Chartered Accountants of India (ICAI) retires as Auditor of your Company at the ensuing Annual General Meeting (AGM) and have confirmed their eligibility and willingness to accept the office of Auditors, if re-appointed. Pursuant to section 139 of the Companies Act, 2013 and rules framed thereunder, it is proposed to appoint M/s. Das & Prasad, Chartered Accountants as Statutory Auditors of the Company form the conclusion of the ensuing AGM till the conclusion of the 14th AGM to be held for F.Y. 2014-15.

The observations of the Auditors are duly dealt in Notes to Accounts attached to the Balance Sheet and are self- explanatory in nature and the Board do not offer any further comments on the same.

COST AUDITORS

In respect of financial year ended 30thJune, 2014, your Company has re-appointed M/s. Saroj K Babu& Co., Cost Accountants, as Cost Auditor of the Company for FY2014-15 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 a proven role model for creating wealth ethically and legally. We engage employees through a fair and rewarding work environment. Employee relations continued to be harmonious during the year. The Company''s Performance Management System is bench-marked with prevailing best practices. The Company seeks to continuously enhance competitiveness and skills of its employees. Employee recognition is prompt and rewarding.

The Board wishes to place on record its appreciation for the efforts of all its employees.

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, attached hereto, and forming part of this report.

APPRECIATION

Your Directors wish to place on record their appreciation for the continuous support and guidance of all Governmental Authorities, Central and States. It further acknowledges and wishes to place on record the deep appreciation for support of Financial Institutions,

Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to their continued support in future.

For and on behalf of the Board

Sd/-

Place: Kolkata Ghanshyam Das Agarwal Date: 30.08.2014 Chairman


Jun 30, 2013

The Directors are pleased to present the Twelfth Annual Report on the operations of your Company along with the standalone and consolidated financial results for the financial year ended June 30, 2013.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended June 30, 2013 is summarised below:

2012-13 2011-12 Rs.Lakh Rs.Lakh Rs.Lakh Rs.Lakh

Revenue from Operations ( Gross) 1,82,545 306 200,600 356

Less: Excise duty 17,167 29 14,758 26

Revenue from Operations ( Net) 1,65,378 277 185,842 330

Profit before interest, depreciation and tax 31,661 53 36,916 66

Less: Interest 22,762 38 30,090 53

Depreciation 9,603 16 11,314 20

Profit before tax (703) (1) (4,489) (8)

Less: Tax expenses

Current tax 21 0 235 0

Deferred tax credit (985) (2) (1,497) (3)

MAT credit entitlement (112) 0 (3,174) (6)

Profit after taxation 282 0 (52) (0)

Add: Balance brought forward from previous year 24,755 41 24,807 44

Profit available for appropriation 25,037 42 24,755 44

Less: Transfer to general reserve Proposed dividend Dividend tax

Profit carried to balance sheet 25,037 42 24,755 44

Exchange rates: 1$ = Rs.59.6995 Exchange Rate as on June 30, 2013, 1$ = Rs.56.3090 as on June 30, 2012

FINANCIAL YEAR

The financial year of the Company is from 1st July, 2012 to 30th

June, 2013.

OPERATIONS

The period 2012-13 was one of the most challenging financial year faced by your Company during its existence for economic and sectoral factors that had a bearing on the Company''s performance. The steel sector reported one of its slower growth rates in recent years as infrastructure speeding and industrial growth declined.

Even India reported its slower growth in a decade, your Company achieved net sales of Rs.1,67,185.53 lakh and profit after tax of Rs.282.02 lakh in FY 2013. Sales volume of our rolled steel product declined during the year due to weak demand from auto sector.

The Company''s consolidated net sales is Rs.3,02,180.13 and profit after tax is Rs.8,719.80 lakhs in financial year 2013. The Company''s consolidated sales also include contribution from the power business which had commenced during the year.

The performance of our steel business has been modest given the challenges in the steel sector. While our focus on backward integration partially mitigated these impact, we continue to focus on bringing in efficiencies to improve overall corporate performance.

Orissa Manganese & Minerals Limited (OMML), a wholly-owned subsidiary of your Company''s value addition business of 1.2 MTPA saw the first full year of operations after commencement last year. OMML achieved production volumes of 0.85 MT during the year contributing net revenue of Rs.605.53 crore i.e. around 65% of the total net revenues of the Company. OMML mining business also performed decently despite having faced regulatory issues in Indian mining industry. OMML achieved iron ore sales volume of 0.81 MT and manganese ore volumes of 0.04 MT during the year.

Adhunik Power & Natural Resources Limited (APNRL), a step down subsidiary of your Company, it''s 1st Unit of 270 MW was successfully commissioned on January 21, 2013 after it was synchronised on November 13, 2012. The 2nd unit of 270MW was also commissioned on May 19, 2013 after being synchronised on March 29, 2013. Therefore the project of 540MW power generation has since been commissioned and commercial generation begun. APNRL is receiving coal from CCL as part of tapering linkage. The progress for operation of coal block at Ganeshpur, Jharkhand jointly allotted to the Company together with Tata Steel Ltd., is progressing reasonably well. APNRL has tied-up the sale of power for both the Units by executing necessary agreements.

CAPITAL

During the period under review, there has been no change in the capital base of the Company which comprised of 123,499,536 fully paid Equity Shares of Rs.10 each.

EMPLOYEE STOCK OPTION SCHEME (ESOP) During the period under review, your Company has implemented the Employee Stock Option Scheme (''ESOP") which was duly approved by the shareholders/stock exchanges for the benefit of the Eligible Employees. In accordance with the Scheme your Company may create, offer, issue and grant/allot, at any time, stock options being exercisable into Equity Shares with face value INR 10 (Indian Rupees Ten) each of up to 1,23,49,954 (One crore twenty three lakh forty nine thousand nine hundred fifty four). Each stock option is convertible into one fully paid up Equity Share of INR 10 (Indian Rupees Ten) each and on such terms and conditions as enumerated under the ESOP Scheme or as may be determined by the Board/Committee. The Equity Shares to be issued and allotted by your Company under the ESOP shall in all respects rank pari passu with the existing Equity Shares of your Company. Disclosure as required in terms of SEBI Guidelines is being provided in the annexure attached hereto and forming part of this Report.

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 the inadequate profit for the year under review, the Board of Directors does not recommend any Dividend on the Equity Shares of the Company.

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 Exchanges, is presented in a separate section forming part of the Annual Report.

SUBSIDIARIES

Your Company has following subsidiaries viz.:

n Orissa Manganese & Minerals Limited became a wholly owned subsidiary of the Company with effect from April 5, 2007. Adhunik Power & Natural Resources Limited became subsidiary of the Company with effect from November 14, 2008. However with effect from December 24, 2010, Adhunik Power & Natural Resources became a subsidiary of Orissa Manganese & Minerals Limited, the wholly- owned subsidiary of the Company and as such a step-down subsidiary of your Company.

In With effect from March 31, 2013, Vasundhra Resources Limited became a subsidiary of Orissa Manganese & Minerals Limited, the wholly-owned subsidiary of the Company and as such a step-down subsidiary of your Company.

n With effect from February 25, 2013, Orchid Global PTE. Limited, a Company incorporated in Singapore as a 100 % subsidiary of Orissa Manganese & Minerals Limited, the wholly-owned subsidiary of the Company and as such a step-down subsidiary of your Company.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the balance sheet, profit and loss account and other documents of the subsidiary companies namely Orissa Manganese & Minerals Limited, Adhunik Power & Natural Resources Limited and other subsidiaries, are not being attached with the balance sheet of the Company. The annual accounts of the subsidiary companies and the related detailed information is available on the Company''s website. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and of the concerned subsidiary companies. The consolidated financial statements presented by the Company include the financial results of its subsidiary companies. The statement as required under General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs with respect to disclosure of certain information in the consolidated balance sheet in aggregate for each subsidiary including subsidiaries of subsidiaries is annexed, and forms part of consolidated balance sheet.

CONSOLIDATED FINANCIAL STATEMENT AND CASH FLOW STATEMENT

The consolidated financial statements were prepared by your Company in accordance with the applicable accounting standards issued by The Institute of Chartered Accountants of India and the same together with the Auditor''s Report thereof forms a part of the Annual Report. The consolidated net profit of the Company amounted to Rs.8,719.78 lakh as compared with net profit Rs.282.00 lakh for the Company on a standalone basis. In conformity with the provisions of Clause 32 of the Listing Agreement the cash flow statement for year ended June 30, 2013 is included in the annual accounts.

SCHEME OF AMALGAMATION

On July 22, 2013, the Company announced the amalgamation of Zion Steel Limited (ZSL) with itself and amalgamation of the Company (after effecting amalgamation of ZSL with the Company) with Orissa Manganese & Minerals Limited

(OMML) through a composite scheme of amalgamation to be sanctioned through a court approval process. The Company has initiated necessary steps to achieve the desired objective of amalgamation. The amalgamation will benefit the members viz.

n It will provide a wide product portfolio and a high level of integration to the Amalgamated Company''s operations and better operational management by integrating the respective technical, financial and other expertise and resources

n It will lead to significant cost and operational efficiencies that will help the Amalgamated Company in keeping its business competitive in the long run.

n It will be an integrated unit in true sense as it would be capturing the entire value chain viz. minerals to metal.

n It will facilitate debt consolidation of Amalgamating Companies in the Amalgamated Company which will improve the debt servicing abilities through improved cash flows and simplified administration of debt both for the companies and for the lenders.

Synergies arising out of consolidation of business such as enhancement of net worth of the combined business, improved alignment of debt & cash flows and enhancement in earnings and cash flow visibility will help the amalgamated company to improve its credit rating and reduce its cost of capital.

SITUATION OF THE REGISTERED OFFICE OF YOUR COMPANY During the period under review, the registered office of your Company has been shifted from the State of West Bengal to the State of Odisha at Chadri Hariharpur, P.O.- Kuarmunda, Sundargarh-770039, Odisha. The Regional Director (ER), Ministry of Corporate Affairs, Kolkata, vide its order dated June 06, 2013 has allowed the Company''s petition under Section 17 of the Companies Act, 1956 to alter the situation clause in Clause 2 of the Memorandum of Association of the Company by substituting the words ''in the State of West Bengal" by the words ''in the State of Odisha".

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Article 152 of the Articles of Association, Shri Mohanlal Agarwal, Shri Mahesh Kumar Agarwal, Dr. Ramgopal Agarwala and Shri Raghaw Sharan Pandey, Directors of your Company, retire from the Board by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offer themselves for reelection. The Board has recommended their reelection.

Pursuant to Clause 49 of the Listing Agreement, the details of the Directors seeking reappointment together with the nature of their expertise in specific functional areas, their shareholding and names of the companies in which they hold office as Director and/or the Chairman/Membership of Committees of the Board, are provided in the Notice of the ensuing Annual General Meeting.

During the period under review, Shri Lalit Mohan Chatterjee has resigned as Director of your Company w.e.f. May 30, 2013. The Board wishes to place on record its sincere appreciation of the sterling contribution made by Shri Chatterjee towards the growth and development of your Company through his wealth of knowledge and experience during his tenure as Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under 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 June 30, 2013, the applicable accounting standards were followed and there were no material departures;

(ii) The Directors selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at June 30, 2013 and of the loss of the Company for that period;

(iii) The Directors took proper and sufficient care to maintain 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

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. A separate section on Corporate Governance is annexed and forms part of the Annual Report. During the period under review, the Ministry of Corporate Affairs (MCA) vide its letter dated June 19, 2013 granted approval for payment of remuneration to Shri Manoj Kumar Agarwal ,Managing Director, in case of absence or inadequacy of profit of the Company.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 of the Listing Agreement with the Stock Exchanges, 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.

CODE OF CONDUCT

In compliance with Clause 49 of the Listing Agreement, the Company adopted a Code of Conduct for all Board Members and Senior Management of the Company. A copy of the said Code of Conduct for all Board Members and Senior Management of the Company is available on the Company''s website. All the members of the Board and Senior Management of the Company have affirmed compliance with the Code for the financial year ending June 30, 2013. A declaration to this effect signed by the Managing Director is annexed and forms part of the Annual Report.

CODE FOR PREVENTION OF INSIDER TRADING PRACTICES Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations1992, 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 while in possession of unpublished price sensitive information. The Code is available on the Company''s website.

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 made necessary disclosures, as required under various provisions of the Companies Act and Clause 49 of the Listing Agreement.

EQUITY SHARES IN SUSPENSE ACCOUNT As per Clause 5A(I) of the Listing Agreement, the Company reports the following details in respect of equity shares lying in the suspense account which were issued pursuant to the public issue or any other issue as provided by the Registrar & Transfer Agents:- Particulars No. of Shareholders No. of Equity shares Aggregate number of shareholders and the outstanding shares in the 4 824 suspense account lying as on July 1, 2012

Number of shareholders who approached the Company for transfer of Nil Nil shares from suspense account during the year Number of shareholders to whom shares were transferred from the Nil Nil suspense account during the year Aggregate number of shareholders and the outstanding shares in the 4 suspense account lying as on June 30, 2013.

The voting rights on the shares outstanding in the suspense account as on June 30, 2013 shall remain frozen till the rightful owner of such shares claim the shares.

As per Clause 5A (II) of the Listing Agreement, there are no shares issued in physical form pursuant to a public issue or any other issue and remain unclaimed.

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 Education and Protection Fund as the Company is declaring dividends since financial year 2005-06 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.

However, pursuant to Section 205C of the Companies Act, 1956, dividends that are unpaid/unclaimed and/or unpaid/unclaimed application money received for allotment of Securities and due for refund for a period of seven years from the date they became due for payment are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) administered by the Central Government.

During the year under review, the Company has credited a sum of Rs.2,51,208/- towards unclaimed share application money to the Investor Education and Protection Fund pursuant to Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.

As per MCA Circular No. 17/2012 dated 23rd July, 2012, the Companies are required to file one Form 5 INV each year for furnishing complete information on unpaid/unclaimed amounts lying with companies as on the date of Annual General Meeting of that year, in pursuance of Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012. The Company has filed the respective Form 5 INV with Ministry of Corporate Affairs.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under 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 are provided in the annexure attached hereto and forms part of this report.

AUDITORS & AUDITOR''s REPORT

M/s. Das & Prasad, Chartered Accountants, having registration no. FRN 303054E allotted by The Institute of Chartered Accountants of India (ICAI) retires as Auditor of your Company at the ensuing Annual General Meeting (AGM) and have confirmed their eligibility and willingness to accept the office of Auditors, if re-appointed. Your Company has obtained a written consent form M/s. Das & Prasad, Chartered Accountants to the effect that their appointment, if made, will be within the limits specified under section 224(1B) of the Companies Act, 1956.. The Audit Committee and the Board of Directors of your Company recommended the appointment of M/s. Das & Prasad, Chartered Accountants as the Auditors of your Company. Members are requested to consider their re- appointment as Auditors of your Company to hold office from conclusion of the ensuing AGM to the conclusion of the next AGM on remuneration to be decided by the Board of Directors based on the recommendation of the Audit Committee of your Company.

The observations of the Auditors are duly dealt in Notes to Accounts attached to the Balance Sheet and are self- explanatory in nature and do not call for any further comments.

COST AUDITORS

In respect of financial year ended 30th June, 2013, your Company has appointed M/s. Saroj K Babu & Co., Cost Accountants of 94/14, Vivekanand Abasan, Nayapatty Road, Kolkata -700055, a Cost Audit Firm, as Cost Auditor of the Company w.e.f. 1st July, 2012 to 30th June, 2013 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 a proven role model for creating wealth ethically and legally. We engage employees through a fair and rewarding work environment. Employee relations continued to be harmonious during the year. The Company''s Performance Management System is bench-marked with prevailing best practices. The Company seeks to continuously enhance competitiveness and skills of its employees. Employee recognition is prompt and rewarding.

The Board wishes to place on record its appreciation for the efforts of all its employees.

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, attached hereto, and forming part of this report.

APPRECIATION

Your Director would like to express their appreciation for the assistance and cooperation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors, members and other stakeholders during the year under review.

Your Directors wish to place on record their deep appreciation for the committed services by the executives, staffs and workers of the Company.

Registered office For and on behalf of the Board

Chadri Hariharpur, .

P.O.- Kuarmunda

Sundargarh,

Odisha -770039 Ghanshyam Das Agarwa

Date: 28.08.2013 Chairman


Mar 31, 2011

Dear Members,

The Directors are pleased to present the Tenth Annual Report and Audited Accounts for the financial year ended March 31, 2011.

Financial

The financial performance of the Company for the year ended March 31, 2011 is summarised below:

2010-11 2009-10

Particulars Rs. lakhs $ mn Rs. lakhs $ mn

Sales, services and job work 1,56,218 350 1,34,550 298

Less: Excise duty 12,488 28 8,691 19

1,43,730 322 1,25,859 279

Profit before interest, depreciation and tax 32,150 72 26,414 58

Less: Interest 16,732 37 13,802 30

Depreciation 8,758 20 5,823 13

Profit before tax 6,661 15 6,789 15

Less: Provision for taxation 974 2

Current tax - - 1,125 2

Income tax relating to earlier years/ - - 273 1 (Excess provision for taxation written back)

Profit after taxation 5,686 13 5,391 12

Add: Balance brought forward from previous years 21,266 48 18,391 40

Less: Adjustment of loss on amalgamation 581 1

Profit available for appropriation 26,952 60 23,201 51

Less: Transfer to General Reserve 284 1 135 0

Proposed dividend 1,853 4 1,544 3

Dividend Distribution tax 8 0 256 1

Profit carried to balance sheet 24,806 55 21,266 47

* 1$ = Rs.44.65 exchange rate as on March 31, 2011 (1$ = Rs.45.14 as on March 31, 2010)

Operations

Your Company continues to progress well as a result of our focus on high value-added rolled products despite recent raw material cost pressures. The Company also benefited from the continued strong demand of steel in the auto, infrastructure and engineering sectors during the year. In the mining business, we continued to ramp up our production and focused on medium to high grade manganese ore which helped improve average price realisations. Iron ore prices also increased significantly during the year, which also contributed to an increase in margins of the mining business. The first phase of power venture is expected to commence production by March 2012.

The Company achieved net sales of Rs.1,437.30 cr in FY 2011, an increase of 14.2% compared to the prior year primarily due to an increase in sales volumes and prices. Profit after tax also increased to Rs.56.86 cr in FY 2011 against Rs.53.90 cr in FY 2010. The Company's sales volume of billets and rolled products increased from 3,00,880 MT in FY 2010 to 3,17,892 MT in FY 2011.

The Company's consolidated net sales increased to 1,793.41 cr in FY 2011, an increase of 23.7% compared with the prior year, driven by strong performance in the mining segment. The consolidated profit after tax also increased from Rs.137.35 cr to Rs.184.31 cr in FY 2011, recording a jump of 34.2%.

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.

Transfer to Reserves

In compliance with sub-section (2-A) of section 205 of the Companies Act, 1956 and in accordance with The Companies (Transfer of Profits to Reserves) Rules, 1975, it is proposed to carry an amount of Rs.284.30 lakhs (Rs.134.76 lakhs) to the General Reserves.

Dividend

Yours Directors recommended a dividend of Rs.1.50 per share (last year Rs.1.25 per share) subject to approval of the shareholders at the ensuing Annual General Meeting. The dividend will be paid on 12,34,99,536 equity shares in line with the applicable regulations. The dividend will be paid to the members whose name appear in the Register of Members as on August 31, 2011; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central depository Services (India) Limited, as beneficial owners. The total dividend outflow is Rs.2,153.01 lakhs, as against Rs.1,800.14 lakhs in the previous year.

Deferred tax

In terms of Accounting Standard on Accounting for Taxes on Income' (AS-22) issued by Institute of Chartered Accountants of India and in compliance with Hon'ble Calcutta High Court order dated May 7, 2007, and order dated March 29, 2010 the Securities Premium Account was utilised towards net deferred tax liability amounting to Rs.1,289.03 lakhs (Rs.3,545.32 lakhs) during the year under review.

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 Exchanges, is presented in a separate section forming part of the Annual Report.

The Company has executed the Mining Lease with Government of Orissa, Department of Steel & Mines, for iron ore over an area of 33.803 hectares in village - Deojhar, Kulum and Mahadevnasa under Champua sub-division of Keonjhar district. These strategies and initiatives are aimed at ensuring that Adhunik delivers long-term sustainable growth and creates unprecedented value for all its stakeholders.

Subsidiaries

Your Company has four subsidiaries viz.:

- Adhunik Power Transmission Limited (Formerly Unistar Galvanisers & Fabricators Limited) became a subsidiary of the Company with effect from July 17, 2006. During the year under review, the name of Unistar Galvanisers & Fabricators Limited was changed to Adhunik Power Transmission Limited vide ROC Certificate dated January 4, 2011 issued pursuant to section 23(1) of the Companies Act, 1956.

- Orissa Manganese & Minerals Limited became a subsidiary of the Company with effect from April 5, 2007

- Neepaz V Forge (India) Limited became subsidiary of the Company with effect from October 4, 2007

- Adhunik Power & Natural Resources Ltd became subsidiary of the Company with effect from November 14, 2008. However with effect from December 24, 2010 Adhunik Power & Natural Resources became a subsidiary of Orissa Manganese & Minerals Limited, the wholly-owned subsidiary of the Company.

During 2010-11, Adhunik Power & Natural Resources Limited which is in the process of implementing 270 MW X 2 thermal power project in the state of Jharkhand also received equity commitment of Rs.125 crore from SBI Macquarie Infrastructure Fund. This was in addition to Rs.250 crore of equity commitment from IDFC Project Equity Fund.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the balance sheet, profit and loss account and other documents of the subsidiary companies namely Orissa Manganese & Minerals Limited, Adhunik Power & Natural Resources Limited, Neepaz VForge (India) Limited and M/s Adhunik Power Transmission Limited (formerly M/s Unistar Galvanisers & Fabricators Limited) are not being attached with the balance sheet of the Company. The annual accounts of the subsidiary companies and the related detailed information is available on the Company's website. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and of the subsidiary companies concerned. The consolidated financial statements presented by the Company include the financial results of its subsidiary companies. The statement as required under

General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs with respect to disclosure of certain information in the consolidated balance sheet in aggregate for each subsidiary including subsidiaries of subsidiaries is annexed, and forms part of consolidated balance sheet:

Consolidated Financial Statement and Cash Flow Statement

The consolidated financial statements were prepared by your Company in accordance with the applicable Accounting Standards issued by The Institute of Chartered Accountants of India and the same together with the Auditor's Report thereof form a part of the Annual Report. The consolidated net profit of the Company amounted to Rs.18,431 lakhs as compared with Rs.5,687 lakhs for the Company on a standalone basis. In conformity with the provisions of Clause 32 of the Listing Agreement the Cash Flow Statement for the year ended March 31, 2011 is included in the annual accounts.

Personnel

At Adhunik, values make for more than just a powerful tagline. We have a proven 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, attached hereto, and forming part of this report.

Directors

During the year under review, Mr. Makhan Lal Majumdar resigned as Independent Director of the Board with effect from February 11, 2011. The Board placed on record its deep sense of appreciation for the services rendered by Mr. Makhan Lal Majumdar as an Independent Director of the Board.

In accordance with the provisions of the Companies Act, 1956 and Article 152 of the Articles of Association, Mr. Ghanshyam Das Agarwal, Mr. Mohan Lal Agarwal, Mr. Lalit Mohan Chatterjee and Mr. Nihar Ranjan Hota, Directors of your Company, retire from the Board by rotation at the ensuing

Annual General Meeting of the Company and, being eligible, offer themselves for re-election. The Board has recommended their re-election.

Pursuant to Clause 49 of the Listing Agreement, the details of the Directors seeking reappointment together with the nature of their expertise in specific functional areas, their shareholding and names of the companies in which they hold office as Director and/or the Chairman/Membership of Committees of the Board, are provided in the Notice of the ensuing Annual General Meeting.

Directors' Responsibility Statement

As required under 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 were followed and there were no material departures;

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

(iii) The Directors took proper and sufficient care to maintain 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

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.A separate section on Corporate Governance is annexed and forms part of the annual report. A certificate from Mr. B. P. Dhanuka, Practicing Company Secretary (Past President of Institute of Company Secretaries of India), regarding compliance of conditions and provisions of the Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, 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.

Code of Conduct

In compliance with Clause 49 of the Listing Agreement, the Company adopted a Code of Conduct for all Board Members and Senior Management of the Company. A copy of the said Code of Conduct for all Board Members and Senior Management of the Company is available on the Company's website. All the members of the Board and Senior Management of the Company have affirmed compliance with the Code for the financial year 2010-11. A declaration to this effect signed by the Managing Director is annexed and forms part of the annual report.

Code for Prevention of Insider Trading Practices

Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations1992, 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 while in possession of unpublished price sensitive information. The Code is available on the Company's website.

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 made necessary disclosures, as required under various provisions of the Companies Act and Clause 49 of the Listing Agreement.

Equity Shares in Suspense Account

As per Clause 5A(I) of the Listing Agreement, the Company reports the following details in respect of equity shares lying in the suspense account which were issued pursuant to the public issue or any other issue as provided by the Registrar & Transfer Agents:

Particulars No. of No. of shareholders equity shares

Aggregate number of shareholders and the outstanding shares in the suspense 6 1,574 account lying as on April1, 2010

Number of shareholders who approached the Company for transfer of shares 2 750 from suspense account during the year

Number of shareholders to whom shares were transferred from the suspense 2 750 account during the year

Aggregate number of shareholders and the outstanding shares in the suspense 4 824 account lying as on March 31, 2011

The voting rights on the shares outstanding in the suspense account as on March 31, 2011 shall remain frozen till the rightful owner of such shares claims the shares.

As per Clause 5A(II) of the Listing Agreement, there are no shares issued in physical form pursuant to a public issue or any other issue and remain unclaimed.

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 2005-06 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

Informations required pursuant to 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 are provided in the annexure attached hereto and forming part of this report.

Auditors

M/s. S. R. Batliboi & Co., Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act. The Board recommends their reappointment.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Appreciation

The Board takes this opportunity to express its sincere appreciation for the excellent support and cooperation received from 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 have together contributed to the efficient operation and management of the Company.

For and on behalf of the Board

Ghanshyam Das Agarwal

Chairman

Registered office

14 Netaji Subhas Road, Kolkata -- 700001

Date: May 20, 2011

 
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