Directors Report of Ankit Metal & Power Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 13th Annual Report of the Company together with Audited Accounts for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Particulars Curren Year Previous Year 31.03.2015 31.03.2014

Revenue from Operation (net) 1,14,769.22 1,47,569.53

Other Income 1,026.10 312.51

Total Revenue 1,15,795.32 1,47,882.04

Profit before Finance Cost, Depreciation and Tax (652.34) 6,835.54

Less : Depreciation & Amortisation 7,366.14 5,963.79

Less : Finance Cost 11,309.93 11,520.08

Less : Tax Expenses - (2,996.32)

Net Profit after Tax (19,328.41) (7,652.01)

Add : Balance brought forward from previous year 9,438.50 17,090.51

Less: Adjustments relating to Fixed Assets (29.42) -

Balance carried over to Balance Sheet (9,919.33) 9,438.50

FINANCIAL AND OPERATIONAL REVIEW

During the year under review the Company has achieved nets Sales/Income from Operation of Rs. 1,14,769.22 Lacs as against Rs. 1,47,569.53 Lacs in previous year registering a decline of 22.22%. The Company incurred a net loss of Rs. 19,328.41 Lacs during the FY 2014-15 which is mainly attributed to depressed market for its products and lower capacity utilisation of plant impacting the net realisation and margin. Slower growth in several key sector of the economy has resulted in weaker domestic demand. On the other hand, mining crisis and rising inflation in the Country resulted in increase in the cost of raw materials and other overhead which could not be passed on the consumers.

CHANGES IN SHARE CAPITAL

To accommodate the Proposed allotment of Equity Shares consequent to proposed preferenti al issue, the board has increased the Authorised Share Capital from Rs. 1,22,25,00,000 to Rs. 1,41,20,00,000.

The Board of Directors in their meeting held on 30th May, 2015, has decided to raise a sum of Rs. 38.07 crores by issuing 1,90,35,000 Equity Shares of Rs. 10 each at a premium of Rs. 10 per share on preferential basis to the entities belonging to Promoter & Promoter group. The subject preferential issue has since been approved by the Shareholders through Postal Ballot results announced on 22nd July, 2015.

DIVIDEND

The Directors have not recommended any dividend on Equity Shares for the year under review.

BOARD MEETINGS

The Board met Twenty Four (24) times during the year. The details of which are given in the Corporate Governance Report that forms the part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Retirement

In accordance with the provisions of the Companies Act, 2013, Mr. Sanjay Singh (DIN : 00531906), retires by rotation and being eligible, offers himself for re-appointment.

Resignation

During the year, Mr. Jayanta Kumar Chatterjee (DIN : 00059807), Independent Director of the Company has resigned from the directorship of the Company with effect from 3rd December, 2014. Mr. Jay Shanker Shukla (DIN : 06391367), Independent Director of the Company has resigned from the directorship of the Company with effect from 23rd March, 2015. Mr. Ankit Patni (DIN : 00034907), Managing Director of the Company has resigned from the Company with effect from 22nd August, 2015. The Board wishes to place on record its sincere appreciation of the contribution, advice, guidance extended by them during their tenure.

Appointment/Re-Appointment

Pursuant to the provisions of Section 161 of the Companies Act, 2013, read with the relevant provisions in the Articles of Association, Mr Rohit Jain (DIN : 07129693) was appointed as an Additional Director (Independent) by the Board of Directors of the Company with effect from 23rd March, 2015 to hold office up to the date of ensuing Annual General Meeting. The Company has received a notice in writing from a member proposing his candidature for the office of Independent Director. Mr Rohit Jain qualifies to be an Independent Director pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and Schedule IV of the Companies Act, 2013. He shall be appointed for a period of five years from the date of appointment.

Pursuant to the provisions of Section 149 (1) & 161 of the Companies Act, 2013, read with the relevant provisions in the Articles of Association and Clause 49 of the Listing Agreement entered into with the Stock Exchanges, Mrs. Sujata Agarwal (DIN : 06833458) was appointed as an Additional Director (Independent) by the Board of Directors of the Company with effect from 23rd March, 2015 to hold office up to the date of ensuing Annual General Meeting. The Company has received a notice in writing from a member proposing her candidature for the office of Independent Women Director. Mrs. Sujata Agarwal qualifies to be an Independent Women Director pursuant to the provisions of Section 149 (1) & 149(6) of the Companies Act, 2013 and Schedule IV of the Companies Act, 2013. She shall be appointed for a period of five years from the date of appointment.

Pursuant to the provisions of Section 196, 197, 198 of the Companies Act, 2013, read with Schedule V, Mr Sanjay Singh (DIN : 00531906), Execuitve Director, whose tenure is expiring on 23rd August, 2015, is being re-appointment for a further period of three (3) years from 24th August, 2015 to 23rd August, 2018.

Pursuant to the provisions of Section 149, 152 & 160 of the Companies Act, 2013, Mr Ramesh Seemakurti (DIN : 00096163) has been appointed as an Additional Director (Promoter-Non Executive) of the Company with effect from 22nd August, 2015 to hold office upto the date of ensuing Annual General Meeting. The Company has received a notice in writing from a member proposing his candidature for the office of Non-Executive Director whose period of office would be liable to be determined by retirement of Directors by rotation.

The brief particulars of the said Directors have been given in the notice convening the ensuing Annual General Meeting and annexed as an additional information to the notice as required under Clause 49 of the Listing Agreement and your board recommends their appointment/re-appointment as set out in the notice.

Chief Financial Officer

As per Section 203 of the Companies Act, 2013 read with the relevant provisions, Mr. Bishwanath Choudhary (PAN : ACNPC7339P), was appointed as a Chief Financial Officer of the Company with effect from 26th April, 2014. However, he resigned from the services of the Company with effect from 18th February, 2015.

Consequent to Mr. Bishwanath Choudhary's resignation, the Board had appointed Mr. Anand Jain (PAN : AFVPJ5630D) as the Chief Financial Officer of the Company with effect from 4th May, 2015.

Company Secretary & Compliance Officer

Mr. Chandra Kumar Jain (PAN : AEPPJ8634J), Company Secretary and Compliance Officer of the Company had resigned from the post with effect from 29th May, 2015.

Consequent to Mr. Chandra Kumar Jain's resignation, the Board had appointed Mr. Nikhil Deora (PAN : BDZPD9721N) as the Company Secretary and Compliance Officer of the Company with effect from 29th May, 2015.

DIRECTOR'S RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors and external agencies, the reviews performed by Management and the relevant Board Committees, the Board, with the concurrence of the Audit Committee, is of the opinion that the Company's internal financial controls were adequate and effective as on 31st March, 2015.

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

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

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

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

d) that the annual accounts have been prepared on a going concern basis;

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

f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

CONSOLIDATED FINANCIAL STATEMENT

As stipulated in Clause 41 of the Listing Agreement entered into with the Stock Exchanges, the Company has prepared Consolidated Financial Statements in accordance with the relevant Accounting Standards (AS-21) issued by the Institute of Chartered Accountants of India (ICAI). The Audited Consolidated Financial Statements along with the Auditors Report thereon form part of the Annual Report.

CREDIT RATING

The Company's credit rating for Long-Term Loan debts/facilities is C (C Plus) and Short-Term Loan Debts/facilities is A4 (A four) rated by the ICRA Ltd.

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits from the public and as such, no amount of principal and interest was outstanding as on the date of the Balance Sheet.

INSURANCE

The properties and insurable assets and interests of the Company, like building, plant and machinery and stocks, among others, are adequately insured.

EXTRACT OF ANNUAL RETURN

The details of the extract of the Annual Return as on the financial year ended on 31st March, 2015, in Form MGT 9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is annexed herewith and forms part of this Report as Annexure-I.

PARTICULARS OF LOANS, GURANTEES OR INVESTMENT

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to the financial statements.

DECLARATION BY INDEPENDENT DIRECTOR(S) UNDER SECTION 149(6)

Mr Jatindra Nath Rudra, Mr. Prem Narayan Khandelwal, Mrs. Sujata Agarwal and Mr Rohit Jain are Independent Directors on the Board of the Company. In the opinion of the Board and as confirmed by these Directors, they fulfils the conditions specified in Section 149(6) of the Companies Act, 2013, and the Rules made there under about their status as Independent Directors of the Company.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

SI. Name Of the Subsidiary/Joint ventures % of No. Company/ Associate Companies contribution

1. M/s. SKP Mining Pvt. Ltd. Joint Venture 50%

STATUTORY AUDITORS

M/s. R. Kothari & Company (FRN: 307069E), Chartered Accountants, retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The Company has received a certificate confirming their eligilibility to be re-appointed as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and Rules framed there under. The Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accounts of India as required under the provisions of revised Clause 49 of the Listing Agreement with the Stock Exchanges.

STATUTORY AUDITORS OBSERVATION

There are no qualifications or adverse remarks in the Auditor's Report which require any clarification/explanation. The Notes to accounts referred to in the Auditor's Report are self-explanatory, and therefore, do not call for any further comments/explanations.

COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, and on the recommendation of the Audit Committee, the Board of Directors has re-appointed Mr. S. Banerjee, Cost Accountants (Membership No. 9780), as Cost Auditor of the Company at a remuneration of Rs. 35,000/- plus applicable taxes and re-imbursement of out of pocket expenses incurred by them to conduct an audit of the cost accounting records maintained by the Company for the current financial year beginning from 1st April, 2015 and ending on 31st March, 2016.

As required under Section 148 of the Companies Act, 2013 read with rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to cost auditor is being placed at the ensuing Annual General Meeting for ratification by the members.

INTERNAL AUDIT REPORT

During the year, M/s. Charupreeti & Co. (FRN : 3268561), Chartered Accountants has given their Internal Audit Report for the quarter ended 31st March, 2015 and has resigned as Internal Auditor of the Company. Further, M/s. NR & Associates (FRN : 102903), Cost Accountants has given their consent to be appointed as Internal Auditor of the Company for the financial year 2015-16.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. A J & Associates, Practicing Company Secretaries have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report.

SECRETARIAL AUDITOR'S OBSERVATIONS & REPLY

The Secretarial Auditor has the following observation in Form MR 3 :

(i) There were delay in filling of various forms with Registrar of Companies (ROC), West Bengal.

(ii) MGT 14 forms with respect to borrowings are not yet filed.

Our comments are as under :

(i) Teething issues in implementation of new Companies Act, 2013 led to some delay in filling.

(ii) The filing as may be required is under process.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING

A statement giving details of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required under Section 134(3)(m) read with Rule 8 of Companies Cost (Accounts) Rules, 2014, is annexed to this report as Annexure III.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company is equipped with proper and adequate system of internal controls for maintaining proper accounting, cost control and efficiency in operation.

The Company also has adequate system to ensure that all of its assets are safeguarded and protected against loss from unauthorised use or disposition and transactions are authorised, recorded, and reported correctly. The internal control system is supplemented by internal audits, review by management, documented policies and procedures.

PARTICULARS OF EMPLOYEES

The prescribed particulars of employees required under Section 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure IV and forms a part of this Report.

DECLARATION ON COMPLIANCE WITH CODE OF CONDUCTS

The Board has formulated a Code of Conduct for the Board Members and Senior Management of the Company, which has been posted on the website of the Company.

It is hereby affirmed that all the Directors and Senior Management Personnel have complied with the Code and a confirmation to that effect has been obtained from the Directors and the Senior Management.

PREVENTION OF INSIDER TRADING

The Company already had a structured Code of Conduct for Prevention of Insider Trading since long back, with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code has been further streamlined to keep parity with the new Companies Act, 2013.

The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company's 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 the directors and the designated employees, who hold any shares in the Company, have confirmed compliance with the Code.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS

There are no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration. A note on Remuneration Policy has been made a part of the Corporate Governance Report.

RISK MANAGEMENT POLICY

The Company has a defined Risk Management framework under the authority of Board to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Risk Management Policy provides for identification of risk, its assessment and procedures to minimise risk. The policy is periodically reviewed to ensure that the executive management controls the risk as per decided policy.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company is committed to provide a safe and secure environment to its women employees across its functions, as they are integral part of the organisation. The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended 31st March, 2015, the Company has not received any Complaints pertaining to Sexual Harassment.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Contracts/Arrangements/Transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions between the Company and the Directors, the management or the relatives except for those disclosed in the financial statements.

Accordingly, particulars of contracts or arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 (Annexure V) is NIL.

VIGIL MECHANISM

In terms of provision of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Power) Rules, 2014 and Clause 49 of the Listing Agreement the Board has adopted a Vigil Mechanism for the Company in its meeting held on 30th May, 2014. This policy is formulated to provide opportunity to all the employees to access in good faith, to the Audit Committee of the Company in case they observe any unethical and improper practice or behavior or wrongful conduct in the Company and to prohibit managerial personnel from taking adverse personnel action against such employee.

PERFORMANCE/BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee.

A note on Board Evaluation has been made a part of the Corporate Governance Report under the head "Performance Evaluation of Independent Directors".

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out in Clause 49 of the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management's Discussion and Analysis 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 this Annual Report.

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, the CEO/CFO certification has been submitted to the Board.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has permitted companies to send electronic copies of Annual Report, notices etc., to the e-mail IDs of shareholders. The Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE STATEMENTS RELATES AND THE DATE OF THE REPORT

Pursuant to the Corporate Debt Restructuring Scheme which has got sanctioned provisionally on 17th September, 2014, the Board of Directors have decided in their meeting held on 30th May, 2015 to issue and allot 1,90,35,000 (One Crore Ninety Lacs and Thirty Five Thousand) Equity Shares @ Rs. 20 (Rupees Twenty only) including a premium of Rs. 10 aggregating to an amount of Rs. 38.07 Crores on preferential basis to the Promoters and Promoter Group. Subsequently, the shareholders of the Company at their meeting of Postal Ballot held on 22nd July, 2015 have approved the said issue of Equity Shares on preferential basis.

The Company has received In-Principle approval form BSE Limited on 10th August, 2015 and form National Stock Exchange of India Limited (NSE) on 13th August, 2015. The Company has received Rs. 38.07 Crore as unsecured Loan from the Promoters and Promoter Group which shall be converted into Equity in due course.

ANNEXURES FORMING PART OF THIS DIRECTORS' REPORT

The Annexure referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Directors' Report:

Annexures Particulars

I Extract of Annual Return (FORM MGT 9)

II Secretarial Audit Report (FORM MR 3)

III Energy Conservation, Technology Absorption And Foreign Exchange Earning And Outgoing

IV Particulars Of Employees

V Particulars of Contracts or Arrangements with Related Parties (FORM AOC 2)

ACKNOWLEDGEMENT

The Board also desires to place on record its appreciation for the support and co-operation received from its Shareholders, Regulatory & Government Authorities, Suppliers, Customers and Bankers. The Company has always looked upon them as partners in its progress. It will be the Company's endeavour to build and nurture strong links with trade based on mutuality, respect and co-operation with each other. The Board wishes to record their deep sense of appreciation for the committed services of all the employees of the Company.

For and on behalf of the Board Ankit Metal Power Limited

Suresh Kumar Patni Kolkata, 22nd August, 2015 Chairman

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 12th Annual Report of the Company together with Audited Accounts for the fi nancial year ended 31st March, 2014.

Financial Highlights (Rs. in Lacs)

Particulars Current Year Previous Year 31.03.2014 31.03.2013

Revenue from Operation (net) 1,47,569.53 1,19,276.81

Other Income_ 312.46 117.86

Total Revenue_ 1,47,881.99 1,19,394.67

Profit before Finance Cost, Depreciation and Tax 6,835.54 17,737.29

Less : Depreciation & Amortisation 5,963.79 4,111.23

Less : Finance Cost 11,520.08 7,137.39

Less : Tax Expenses (2,996.32) 1,369.87

Net Profit after Tax (7,652.01) 5,118.80

Add : Balance brought forward from previous year 17,090.51 11,971.71

Balance carried over to Balance Sheet_ 9,438.50 17,090.51

Financial and Operational Review

During the year under review the Company has achieved nets sales/income from operation of X 1,47,569.53 lacs as against X 1,19,276.81 lacs in previous year registering a growth of 23.72%. However, the Company incurred a net loss ofRs. 7,652.01 lacs during the FY. 2013-14 which is mainly attributed to depressed market for its products, lower capacity utilising of power plant and high holding level impacting the net realisation and margin. Weaker domestic demand and slower growth in several key market, mining crises and uncontrolled infl ation in the Country has resulted in increase in the cost of raw materials and other overhead which could not be passed on the consumers.

Dividend

Your Directors have not recommended any dividend on Equity Shares for the year under review.

Credit Rating

The Company''s credit rating for Long-Term debts/facilities is BB (Double B plus), for Long-Term/Short-Term debts/facilities is BB /A4 (Double B plus/A Four) and Short-Term facilities is A4 (A Four), rated by the Credit Analysis & Research Limited (CARE).

Public Deposits

The Company has not accepted any fixed deposits from the public and as such, no amount of principal and interest was outstanding as on the date of the Balance Sheet.

Insurance

The properties and insurable assets and interests of the Company, like building, plant and machinery and stocks, among others, are adequately insured.

Debt Restructuring

During the year, considering the losses incurrent by the Company, the Board of Director of the Company has made a reference to the lenders of the Company for restructuring of its debt through the Corporate Debt Restructuring process. Monitoring Institution, the State Bank of India has appointed an independent third party consultant for Techno-Economic Viability study and report thereon. The fi nal restructuring plan based on TEV report has been circulated with the lenders for their fi nal manded to be placed before the CDR-EG for their approval.

Directors

In accordance with the provisions of the Companies Act, 2013, Mr. Suresh Kumar Patni, retires by rotation and being eligible, off ers himself for re-appointment.

Mr. Jayanta Kumar Chatterjee, Independent Director, who retires by rotation at the ensuing Annual General Meeting under the erstwhile provision of the Companies Act, 1956 and Mr. Jay Shanker Shukla and Mr. Jatindra Nath Rudra, Independent Directors, whose period of offi ce is liable to be determination by retirement of Director by rotation under the erstwhile applicable provision of the Companies Act, 1956, meets all the criteria of independence as laid down under section 149(6) and the code for independent Directors in Schedule IV of the Companies Act, 2013.

Accordingly the aforesaid persons shall be appointed as independent Directors in terms of section 149 the Companies Act, 2013 at the ensuing Annual General Meeting to hold the offi ce as Independent Director for a term upto 31st March, 2019, and their period of offi ce shall not be liable to determination by retirement of Directors by rotation.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, read with the relevant provisions in the Articles of Association, Mr. Prem Narayan Khandelwal was appointed as an Additional Director by the Board of Directors of the Company with eff ect from 16th June, 2014. He holds offi ce as a Director up to the date the ensuing AGM. The Company has received a notice in writing from a member proposing his candidature for the offi ce of Independent Director. Mr. Prem Narayan Khandelwal qualifi es to be an independent Director pursuant to the provisions of Section 149(6) of the Companies Act, 2013.

The brief particulars of the said Directors have been given in the notice convening the ensuing Annual General Meeting is annexed as additional information to the notice as required under clause 49 of the Listing Agreement and your board recommends their appointment/reappointment as set out in the notice.

Changes in Share Capital

During the year under review, the Company has allotted 2,67,00,000 Equity Shares of Rs.10/- each on preferential basis at a premium ofRs. 20/- per share aggregating to Rs. 80.10 Crores to the entities belonging to promoter group and strategic investors belonging to non promoters group.

Consequent to said allotment, the paid up Share Capital of the Company stood increased to Rs. 1,22,07,55,000/-. The entire proceeds received from the preferential allotment has been utilised towards the object of the issue.

Management Discussion & Analysis and Corporate Governance Report

A Management Discussion & Analysis Report and a Report on Corporate Governance along with the certifi cate from the Company Secretary in Practice regarding compliance with mandatory requirements as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, is presented in a separate section forming part of the Annual Report.

Directors'' Responsibility Statement

The Directors confi rm :

- that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

- that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of aff airs of the Company and of the profit or loss of the Company for that period;

- that they have taken proper and suffi cient 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;

- that they have prepared the accounts for the fi nancial year on a ''going concern'' basis.

Auditors and Auditors'' Report

M/s. R. Kothari & Company (FRN: 307069E), Chartered Accountants, holds offi ce till the conclusion of the ensuing Annual General Meeting and being eligible, off er themselves for re-appointment. The members are requested to consider their appointment as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the seventeenth (17th) Annual General Meeting of the Company subject to ratifi cation by members at every Annual General Meeting held after this Annual General Meeting on such remuneration as shall be fixed by the Board of Directors

Auditors Observation

There are no Qualifications or adverse remarks in the Auditor''s Report which require any clarifi cation/explanation. The Notes to accounts referred to in the Auditor''s Report are self-explanatory, and therefore, do not call for any further comments/ explanations.

Cost Audit

In terms of section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, on the recommendation of Audit Committee, the Board of Directors has re-appointed Mr. S. Banerjee, Cost Accountants (Membership No. 9780), as cost auditor of the Company, at a remuneration ofRs. 35,000/- plus applicable taxes and re-imbursement of out of pocket expenses incurred by them to conduct an audit of the cost accounting records maintained by the Company for the current fi nancial year beginning from 1st April, 2014 and ending on 31st March, 2015.

As required under section 148 of the Companies Act, 2013 read with rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to cost auditor is being placed at the ensuing Annual General Meeting for ratifi cation by the members.

Particulars of Employees

None of the employees of your Company were in receipt of the remuneration in excess of the limit specifi ed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Amendment Rules, 2011.

Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgoing A statement giving details of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

Acknowledgement

The Board also desires to place on record its appreciation for the support and co-operation received from its Shareholders, Regulatory & Government Authorities, Suppliers, Customers and Bankers. The Company has always looked upon them as partners in its progress. It will be the Company''s endeavour to build and nurture strong links with trade based on mutuality, respect and co-operation with each other. The Board wishes to record their deep sense of appreciation for the committed services of all the employees of the Company.

For and on behalf of the Board

Suresh Kumar Patni Kolkata, 25th August, 2014 Chairman

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Mar 31, 2013

The Directors have great pleasure in presenting the Eleventh Annual Report of the Company together with the Audited Accounts for the financial year ended 31st March, 2013.

Financial Highlights (Rs.in Lacs)

Particulars Current year Previous Year 31-03-2013 31-03-2012

Revenue from Operation (net) 1,19,276.81 92,578.31

Other Income 117.86 130.97

Total Revenue 11,19,394.67 92,709.28

Profit before Finance Cost, Depreciation and Tax 17,737.29 8,927.17

Less: Depreciation & Amortisation 4,111.23 1,423.43

Less: Finance Cost 7,137.39 3,509.88

Less: Tax Expenses 1,369.87 669.78

Net Profit after Tax 5,118.80 3,324.08

Add : Balance brought forward from previous year 11,971.71 8,647.63

Balance carried over to Balance Sheet 17,090.51 11,971.71

Financial Operational Review

Net Sales/Income from operation for the year stood to Rs. 119,276.81 Lacs registering a growth of 28.84% over previous year. The Profit after Tax (PAT) grew by 53.99% to Rs. 5,118.80 Lacs in 2012-13. The Cash Profit before tax for the year stood at < 10,599.90 Lacs compared with Rs. 5,417.29 Lacs in the year 2011-12.

Dividend

Your Directors have not recommended any dividend on Equity Shares for the year under review.

Issue of Equity Shares on Preferential Basis

The Board of Directors in their meeting held on 29th August, 2013, subject to the approval of the members in the ensuing Annual General Meeting, has decided to raise the sum of Rs. 80.10 Crores by issuing 26,700,000 Equity Shares of Rs. 10/- each at a premium of Rs. 20/- per share on preferential basis to the entities belonging to promoter group and strategic investors belonging to non-promoter group.

The amount raised will be utilised towards long term working capital requirement, capital expenditure for expansion and modernisation activities and other corporate purposes.

Changes in Share Capital

To accommodate the allotment of Equity Shares consequent to proposed preferential issue, the board has recommended to increase the Authorised Share Capital from Rs. 100 Crores to Rs. 122.25 Crores.

New Project and Expansion

The capex plans under implementation consisting of 6,00,000 TPA Iron Ore Pellet Plant, 30 TPD DRI Kiln, Capacity addition to Wire Rod Mill, RM Pre-Heater, AOD Convertor, etc. has been successfully implemented and started commercial production.

Listing of Equity Shares of the Company with National Stock Exchange of India Limited (NSE)

The Director of your Company are pleased to inform that the Equity Shares of the Company got listed with National Stock Exchange of India Limited (NSE) w.e.f. 14th March, 2013.

Public Deposit

The Company has not accepted any deposits during the year.

Credit Rating

The Company has retained CARE BBB- (Triple B minus ) credit rating for its long term and medium term debts/facilities and CARE A3 (A Three) credit rating for its short term debts/facilities accorded by the credit rating agency Credit Analysis & Research Ltd. (CARE).

Insurance

The properties and insurable assets and interests of the Company, like building, plant and machinery and stocks, among others, are adequately insured.

Directors

Mr. Jatindra Nath Rudra, retires by rotation and being eligible, offers himself for re-appointment.

Mr. Vijay Kumar Jain has resigned from the Directorship of the Company with effect from 29th September, 2012. The Board of Directors recorded its appreciation for the valuable services rendered by Mr. Vijay Kumar Jain to the Company.

Mr. Jay Shanker Shukla has been appointed as an Additional Director w.e.f. 29th September, 2012 to hold office up to the date of the next Annual General Meeting. The Company has received notice under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Jay Shanker Shukla as Director of the Company.

Mr. Kailash Chand Jain has resigned from the Directorship of the Company with effect from 9th October, 2012. The Board of Directors recorded its appreciation for the valuable services rendered by Mr. Kailash Chand Jain to the Company.

Mr. Jayanta Kumar Chatterjee has been appointed as an Additional Director w.e.f. 9th October, 2012 to hold office up to the date of the next Annual General Meeting. The Company has received notice under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Jayanta Kumar Chatterjee as Director of the Company.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 274(l)(g) of the Companies Act, 1956. As required under Clause 49 of the Listing Agreement the additional information on the Directors seeking appointment/re-appointment is annexed as additional information to the notice.

Management Discussion and Analysis and Corporate Governance Report

Reports relating to Management Discussion and Analysis, Corporate Governance along with the certificate from the Company Secretary in Practice regarding compliance of Clause 49 of the Listing Agreement with the Stock Exchanges forms part of this report.

Directors''Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms :

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departure have been made from the same;

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

c) That Directors have 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;

d) That the accounts have been prepared on a ''going concern'' basis.

Auditors and Auditors''Report

M/s. R. Kothari & Company, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956 and they are not otherwise disqualified within the meaning of sub section (3) of Section 226 of the Companies Act, 1956 for such appointment.

There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification/explanation. The Notes to accounts referred to in the Auditors'' Report are self-explanatory, and therefore, do not call for any further comments/explanation.

Cost Audit

As per the requirement of the Central Government and pursuant to the provision of Section 233B of the Companies Act, 1956, the Company has re-appointed Mr. S. Banerjee, Cost Auditors to audit the cost accounts of the Company for the year 2012-13 from 1st April, 2012 to 31st March, 2013, for which necessary approval from Central Government has been received. The Cost Audit Report in respect of the financial year 2012-13 will be filed on or before the due date. The Company has re-appointed Mr. S. Banerjee as Cost Auditors for the financial year 2013-14.

Particulars of Employees

Details of employee drawing remuneration in excess of the limit specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Amendment Rules, 2011 is given below :

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars of energy, technology absorption and foreign exchange earning and outgo as required under Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988, are given in the annexure attached hereto and forms part of the report.

Acknowledgment

Your Directors take this opportunity to express their appreciation for the assistance and co-operation received from the Central Government, State Governments, Financial Institutions, Corporate Authorities, Banks, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of executives, staffs and workers of the Company.

For and on behalf ofthe Board

Suresh Kumar Patni

Kolkata, 29th August, 2013 Chairman

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Mar 31, 2012

The Directors have great pleasure in presenting the Tenth Annual Report of the Company together with the Audited Accounts for the financial year ended 31st March, 2012.

Financial Highlights

(Rs. in Lacs)

Current Year Previous Year Particulars 31.03.2012 31.03.2011

Revenue from Operation (net) 92,578.32 68,840.99

Other Income 130.97 94.34

Total Revenue 92,709.29 68,935.33

Profit before Finance Cost, 8,927.17 6,243.25 Depreciation and Tax

Less: Depreciation & Amortisation 1,423.43 1,243.40

Less: Finance Cost 3,509.88 2,196.38

Less : Tax Expenses 669.78 378.46

Net Profit after Tax 3,324.08 2,425.01

Add: Balance brought forward from 8,647.63 6,222.62 previous year

Balance carried over to Balance Sheet 11,971.71 8,647.63

Financial and Operational Review

Net Sales/Income from operation for the year stood at Rs. 92,578.32 Lacs registering a growth of 34.48% over previous year. The Profit after Tax (PAT) grew by 37.07% to Rs. 3,324.08 Lacs in 2011-12. The Cash Profit before tax for the year stood at Rs. 5,417.29 Lacs compared with Rs. 4,046.87 Lacs in the year 2010-11.

Dividend

Your Directors have not recommended any dividend on Equity Shares for the year under review.

New Project and Expansion

The Directors of your Company are pleased to inform that the Company has started commercial production of its 350 TPD Sponge Iron Plant, Steel Melting Shop (SMS), 1 Lac TPA Wire Rod Mill and 33MW Captive Power plant.

The capex plans undertaken by the Company consisting of 6,00,000 TPA Iron Ore Pellet Plant, 30 TPD DRI Kiln, Capacity addition to Wire Rod Mill, RM Pre-Heater, AOD Convertor, modification of Wire Rod Mill from MS to SS and Railway Siding are designed to increase the production capacity and get the advantage of cost competiveness. The projects are under various stage of implementation and are expected to be commissioned in phases in the year 2012-13.

Changes in Share Capital

During the year under review, the Company has allotted 6,25,00,000 Equity Shares of Rs. 10/- each on preferential basis at a premium of Rs. 30/- per share aggregating to Rs. 250.00 Crores to the entities belonging to promoter group and strategic investors belonging to non promoters group.

Consequent to said allotment, the paid up Share Capital of the Company stood increased to Rs. 95,37,55,000.00. The entire proceeds received from the Preferential Allotment has been utilised towards the object of the issue.

Public Deposit

The Company has not accepted any deposits during the year.

Credit Rating

The Company has retained CARE BBB- (Triple B minus) credit rating for its long-term and medium-term debts/facilities and CARE A3 (A Three) credit rating for its short-term debts/facilities accorded by the credit rating agency Credit Analysis & Research Ltd. (CARE).

Insurance

The properties and insurable assets and interests of your Company, like building, plant and machinery and stocks, among others, are adequately insured.

Directors

Mr. Suresh Kumar Patni & Mr. Vijay Kumar Jain, retires by rotation and being eligible, offers themselves for re-appointment.

Mr. Rohit Patni has resigned from the position of Joint Managing Director as well as from the Directorship of the Company with effect from 24th August, 2012. The Board of Directors recorded its appreciation for the valuable services rendered by Mr. Rohit Patni to the Company.

Mr. Sanjay Singh has been appointed as an Additional Director w.e.f. 24th August, 2012 to hold office up to the date of the next Annual General Meeting. The Company has received notice under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Sanjay Singh as Director of the Company. Based on the recommendation of the Remuneration Committee and subject to the approval of the members in the ensuing Annual General Meeting, Mr. Sanjay Singh has been appointed as an Executive Director of the Company for a period of 3 years w.e.f. 24th August, 2012.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 274(1)(g) of the Companies Act, 1956. As required under Clause 49 of the Listing Agreement the additional information on the Directors seeking appointment/re-appointment is annexed as additional information to the notice.

Management Discussion and Analysis and Corporate Governance Report

Reports relating to Management Discussion and Analysis, Corporate Governance along with the certificate from the Company Secretary in Practice regarding compliance of Clause 49 of the Listing Agreement with the Stock Exchange forms part of this report.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms :

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departure have been made from the same;

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

c) That Directors have 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;

d) That the accounts have been prepared on a 'going concern' basis.

Auditors and Auditors' Report

M/s. R. Kothari & Company, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224 (1- B) of the Companies Act, 1956 and they are not otherwise disqualified within the meaning of sub-section (3) of Section 226 of the Companies Act, 1956 for such appointment.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/explanation. The Notes to accounts referred to in the Auditors' Report are self-explanatory, and therefore, do not call for any further comments/explanation.

Cost Audit

As per the requirement of the Central Government and pursuant to the provision of Section 233B of the Companies Act, 1956, the Company has appointed Mr. S. Banerjee, Cost Auditors to audit the cost accounts of the Company for the year 2011-12 from 1st April, 2011 to 31st March, 2012 for which necessary approval from Central Government has been received. The Cost Audit Report in respect of the financial year 2011-12 will be filed on or before the due date. The Company has re-appointed Mr. S. Banerjee as Cost Auditors for the financial year 2012-13.

Particulars of Employees

Details of employee drawing remuneration in excess of the limit specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Amendment Rules, 2011 is given below :

Name Age Qualification Date of Designation (Years) Commencement of employment

Mr Ankit Patni 27 CFA, MBA 8th Angust, 2003 Managing Director

Name Remuneration Experience Last received (gross) (Year) employment

Mr Ankit Patni Rs.53.87 Lacs* 8 As Jt. Managing Director in Rohit Ferro-Tech Ltd. till 24th August, 2012

* re-appointed as Managing Director w.e.f. 3rd July, 2011 at an increased remuneration of Rs. 5 Lacs p.m.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars of energy, technology absorption and foreign exchange earning and outgo as required under Section 217(1 )(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988, are given in the annexure attached hereto and forms part of the report.

Acknowledgment

Your Directors take this opportunity to express their appreciation for the assistance and co-operation received from the Central Government, State Governments, Financial Institutions, Corporate Authorities, Banks, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of executives, staffs and workers of the Company.

For and on behalf of the Board

Suresh Kumar Patni

Kolkata, 24th August, 2012 Chairman

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Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the Ninth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2011.

Financial Results

The financial results of the Company for the year under review are summarised below for your perusal and consideration.

(Rs.in lacs) 2010-11 2009-10

Net Sales 67,474.58 62,887.79

Profit before Deprecation 4,046.87 2,915.31

Less : Deprecation 1,243.40 1,086.40

Profit Before Tax 2,803.47 1,828.91

Less: Provision for Income Tax including FBT (909.28) (52.87)

Add: MAT credit entitlement 530.82 311.23

Net Profit 2,425.01 2,087.27

Add : Balance brought forward 6,222.62 4,135.35

Balance available for Appropriation 8,647.63 6,222.62

Balance carried forward to Balance Sheet 8,647.63 6,222.62

Dividend

Your Directors have not recommended any dividend on Equity Shares for the year under review

Financial & Operational Review

Net Sales for the year stood to Rs. 674.74 crores registering a growth of 7.29% over previous year. The Profit after Tax (PAT) grew by 16.18% to Rs. 24.25 crores in 2010-11. The Cash Profit before Tax for the year stood at Rs. 40.47 crores compared with Rs. 29.15 crores in the year 2009-10 and Earning Per Share (EPS) grew from Rs. 6.35 in 2009-10 to Rs. 7.38 in 2010-11. The net worth of the Company increased from Rs. 140.65 crores to Rs. 275.40 crores and the Gross Fixed Assets increased from Rs. 196.04 crores to Rs. 208.24 crores. Further, the Capital work-in-progress during the year ended 31st March, 2011 was Rs. 225.65 crores (P.Y-Rs. 18.92 crores).

New Project and Expansion

The Company has commenced the implementation and installation of 350 TPD Sponge Iron Plant, 15 MT Induction Furnace, 1 lac TPA Wire Rod Mill and a 33 MW Captive Power Plant with a total capital outlay of Rs. 311 crores. The project is expected to be completed in phases within April, 2012.

The Company is also setting up of 0.6 MTPA Iron Ore Pellet Plant, 30 TPD DRI Kiln, RM Pre-Heater, AOD Converter and Railway Siding with a total capital outlay of Rs. 316 crores. The Company has since achieved financial closure with the sanction of Rs. 212 crores as term loan assistance from consortium of bankers for implementation of the project. The implementation of the plant is progressing satisfactorily and the Pellet plant when completed shall provide substantial savings in raw material cost as the Company will be able to deploy iron ore fines in place of iron ore lumps at substantially lower cost for manufacturing iron and steel at its production facility.

Status of Right Issue and Issue of Equity Shares on Preferential Basis

The Company has received statutory approval from SEBI for its proposed right issue to raise a sum aggregating to not more than Rs. 175 crores to part finance its expansion project. The Board of Directors in their meeting held on 12.08.2011 has decided that in view of the enhanced capital requirements and confirmations received from proposed allottees for the preferential allotment the rights issue is being withdrawn. The Board recommends member's approval for the issue of Equity Shares on preferential basis aggregating to Rs. 250 crores to the entities belonging to promoter group and strategic investors belonging to non- promoter group to meet the long term capital needs of the Company including its vaious expansion schemes under implementation and its long term net working capital requirements.

Changes in Share Capital

During the year under review, the Company has increased its authorised capital from Rs. 60 crores to Rs. 80 crores. The Board has recommended to further increase the authorised share capital from Rs. 80 crores to Rs. 100 crores to accommodate the allotment of shares on a preferential basis.

Public Deposit

The Company has not accepted any deposits during the year.

Directors

Mr. Kailash Chand jain & Mr. Jatindra Nath Rudra, Directors of the Company retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re- appointment.

Mr. Ankit Patni, Managing Director of the Company whose terms of appointment expires on 2nd July, 2011 has been re-appointed by the Board of Directors for a further period of five years w.e.f 03.07.2011, subject to the approval of the shareholders in the ensuing Annual General Meeting.

A brief resume/details related to Directors seeking appointment/re- appomtment is furnished as an Additional Information in the notice of the ensuing Annual General Meeting.

Management Discussion and Analysis and Corporate Governance

Reports relating to Management Discussion and Analysis, Corporate Governance along with the certificate from the Company Secretary in Practice regarding compliance of Clause 49 of the Listing Agreement with the Stock Exchange forms part of this report.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company confirm :

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departure have been made from the same;

b) That the Directors have selected such accounting polices 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 or loss of the Company for that period;

c) That Directors have 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;

d) That the accounts have been prepared on a 'going concern' basis.

Auditors and Auditors' Report

M/s. R Kothari & Company, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224 (I -B) of the Cornpanies Act, 1956 and they are not otherwise disqualified within the meaning of sub-section (3) of Section 226 of the Cornpanies Act, 1956 for such appointment.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/explanation. The Notes to accounts referred to in the Auditors' Report are self-explanatory, and therefore, do not call for any further comments/explanation.

Particulars of Employees

None of the employees of the Company has drawn remuneration in excess of the limit specified under Section 2I7(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars of energy, technology absorption and foreign exchange earning and outgo as required under Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988, are given in the annexure attached hereto and forms part of the report.

Acknowledgment

Your Directors take this opportunity to express their appreciation for the assistance and co-operation received from the Central Government, State Government, Financial Institutions, Corporate Authorities, Banks, Customers, Vendors and Shareholders during the year under review Your Directors also wish to place on record their deep sense of appreciation for the committed services of executives, staffs and workers of the Company.

For and on behalf of the Board

Suresh Kumar Patni Chairman

Date :l2th August, 2011 Place : Kolkata

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Mar 31, 2010

The Directors have great pleasure in presenting the Eighth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31 st March, 2010.

FINANCIAL RESULTS

The Financial results of the Company for the year under review are summarized below for your perusal and consideration. (Rs.in Lacs)

2009-10 2008-09

Net Sales 62887.79 49195.05

Profit before Depreciation 291531 1927.24

Less: Depreciation 1086.40 104.99

Profit before Tax 1828.91 883.25

Less: Provision for Income Tax including FBT 5237 339.92

Add :MAT credit entitlement 311.23 100.38

NetProfit 2087.27 643.71

Add-Balance brought forward 413535 3491.64

Balance available for Appropriation 6222.62 4135.35

Balance carried forward to Balance Sheet 6222.62 4135.35

DIVIDEND

Your Directors have not recommended any dividend on equity shares for the year under review.

FINANCIAL & OPERATIONAL REVIEW

Net Sales for the year has increased from Rs. 492 Crores to Rs. 629 Crores by 28%. In line with the trend Profit before Tax increased by 107%, Profit after Tax increased by 224% and EPS increased by 224% respectively over the previous year. Production during the year increased from 156,170 MT to 252,438 MT.

The all round improved performance was due to increase in volume andimproved realizations. The Net Worth of your Company increased from Rs. 120 Crores to Rs. 141 Crores and Fixed Assets Gross Block increased from Rs. 190 Crores to Rs. 196 Crores.

The Company has been awarded Star Export House Certificate by Ministry of Commerces Industry.

During the year, the Company has started commercial production from its Continuous Casting Machine from the month of January, 2010.

NEW PROJECT & EXPANSION

The Company has commenced the implementation and installation of a 350 TPD Sponge Iron Plant, 15 MT Induction Furnace, 1 Lac TPA Wire Rod and a 33 MW Captive Power Plant with a total capital outlay of Rs. 311 Crores for which financial closure has been achieved.

The above projects are expected to be completed in the next financial year. The Board of Directors in their meeting held on 6th July, 2010 have considered and approved the Rights Issue of equity shares subject to statutory approvals.

PUBLIC DEPOSIT

The Company has not accepted any fixed deposits during the year.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

Reports relating to Management Discussion and Analysis, Corporate Governance alongwith Auditors Certificate regarding compliance of Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Directors Report.

SOCIAL OBLIGATION

Your Company is aware of its obligation to the society and as such it has been proactive in improving the working conditions of the employees and their dependents throughout the organization both at the factory and corporate office.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

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

b) That the Directors have selected such accounting policies and applied them consistently and made judgements 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 or loss of the Company for that period;

c) That Directors have 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;

d) That the accounts have been prepared on a going concern basis.

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

Particulars of energy, technology absorption and foreign exchange earning and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are given in the annexure attached hereto and forms part of the report.

PARTICULARS OF EMPLOYEES

Details of employees drawing remuneration in excess of the limit specified under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended during 2009-10 are as follows:

Name Age(Years) Qualifation Date of Employment Desination Remuneration received (gross)

AnkitPatni 25 CFA,MBA 03.07.2006 Managing Rs. 36,00,000/-

Director

Rohit Patni 26 BE, MBA 27.08.2007 Jt.Managing Rs. 24,00,000/- Director Experience (years) Nature of Employment Last Employment

Ankit Patnl 5 Contractual Continuing

asJt.MDin Rohit Ferro-Tech Ltd.

Rohit Patnl 4 Contractual Continuing

asMDin Rohit Ferro-Tech Ltd.

AUDITORS AND AUDITORS REPORT

M/s. R. Kothari & Company, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS

Mr. Suresh Kumar Patni, Director of the Company, retires by rotation at the forthcoming Annual General Meeting of the Company, and being eligible, offers himself for re-appointment.

ACKNOWLEDGMENT

Your Directors take this opportunity to express their appreciation for the assistance and co-operation received from the Central

Government, State Governments, Financial Institutions, Corporate Authorities, Banks, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of executives, staffs and workers of the Company.

For and on behalf of the Board

Suresh Kumar Patni

Kolkata, 10th August, 2010 Chairman