Directors Report of Ashirwad Steels & Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors present their 29th Annual Report on the business and operations of the Company and it''s Audited Statements of Accounts together with Auditors'' Report for the financial year ended 31st March, 2015.

Current year Previous year (31.03.2015) (31.03.2014) Rupees Rupees

1. SUMMARY OF FINANCIAL RESULTS AND PERFORMANCE OF THE COMPANY:

Turnover/Income from 8,58,47,592 19,59,96,654 Operations(gross)

Less: Excise duty 33,85,845 1,68,84,790

Profit/(Loss) before (16,74,921) 17,31,728 exceptional and

Extra-ordinary items and taxes

Profit/(Loss) before (24,54,060) 17,31,728 taxation

Tax Expenses :

Current Income Tax -- 3,30,000

Deferred Income Tax (11,60,047) (23,21,146) (Assets)

Profit/(Loss) after (12,94,013) 37,22,874 Taxation

2. DIVIDEND:

Your Directors do not recommend any dividend for the year under review.

3. RESERVES

No amount has been transferred to the reserves by the Board during the year under review.

4. THE COMPANY''S WORKING/STATE OF AFFAIRS DURING THE YEAR UNDER REVIEW :

The Secondary Steel Sector of the country has been passing through a very bad phase for the last several years for reasons and circumstances beyond control and in line with that the Company''s working has been quite unsatisfactory as the Company''s both Sponge Iron Plants at Jamshedpur and at Dist. Nalgonda (Telengana) remained closed for whole of the year due to non-availability of iron ore and it''s exorbitant high unaffordable prices due to closure of most iron ore mines in the states of Karnataka and Odisha. The problem was further compounded by highly depressed market conditions for steel in the country due to slow growth in the consumption and huge steel import at cheaper rates from China, South Korea and Russia, etc. The Company''s Nalgonda based Sponge Plant, however, operated during April, 2014 and thereafter it was closed down. The outlook for the current financial year also is not very promising as the iron ore mines still remain closed and steel imports in the country are continuing unabated. However, as per recent reports; some of the iron ore mines in the State of Odisha are likely to re-open in another few months time which is likely to ease the availability of iron ore at reasonable rates. The international prices of iron ore have also fallen substantially and your Board is working out the economics of operating the Nalgonda based plant with imported iron ore. However, the selling prices of Sponge Iron remain highly subdued and have dropped between Rs.3,000/- to Rs.4,500/- p.m.t. during the year under review. Depending on the circumstances and economic viability; your Board will try to re-open the aforesaid two closed Sponge Iron Plants as and when the situation improves and operations become economically favourable. The Company''s Hydrocarbon Gas Bottling Plant at Raigarh (Chhattisgarh) remained closed due to high cost of gas thus making the operations economically unviable as it is difficult to compete with the Govt. owned Oil Companies. The circumstances mentioned as above are beyond the control of the Directors and the Management but they will continue to make all out efforts for the betterment of the Company.

5. CHANGE IN NATURE OF BUSINESS OF THE COMPANY:

None during the year.

6. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR 31.03.2015 TILL THE DATE OF THIS BOARD REPORT:

No such material changes and commitments have taken place.

7. SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS AGAINST THE COMPANY:

None.

8. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO COMPANY''S FINANCIAL STATEMENTS:

In the opinion of the Board, the Company has adequate Financial Controls in place with respect to Company''s Financial Statements and Operations.

9. DETAILS OF NAMES OF COMPANIES WHICH HAVE BECOME OR CEASE TO BE THE COMPANY''S SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATE COMPANIES DURING THE YEAR UNDER REVIEW AND THEIR FINANCIAL PERFORMANCE:

Nil and hence Not Applicable.

10. FIXED DEPOSIT :

The Company has not accepted any deposits during the year from the Public under section 73 or 74 (Chapter V) of the Companies Act, 2013 nor did it receive the same in any of the previous years and hence there are no overdue/outstanding Deposits or any interest payable thereon and therefore the prescribed details under the Companies Act, 2013 are not required to be furnished.

11. STATUTORY AUDITORS :

M/s. A Pradhan & Associates, Chartered Accountants, were appointed as Statutory Auditors of your Company in the last Annual General Meeting and they being eligible have offered themselves for re-appointment at the ensuing Annual General Meeting. No change in Statutory Auditors has taken place during the year under review.

12. AUDITORS'' REPORT :

The observations made in the Auditors'' Report are self-explanatory and do not call for any further comments u/s 134(3)(f) of the Companies Act, 2013. The Auditors have not made any materially significant qualifications in their Report.

13. EXTRACT OF THE ANNUAL RETURN

The same is annexed with this Report in the prescribed FORM NO. MGT-9.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS.

The informations required under Section 134(3)(m) of the Companies Act, 2013 read with Clause 8 of the Companies (Accounts) Rules 2014, are as under:-

(A) CONSERVATION OF ENERGY :

The Power requirement at Company''s Gas Bottling Plant is negligible as only bottling of gases is being done. For Sponge Iron Plants, the Capacitor Panels of adequate size and number have been installed and are maintained to save and economise on power consumption. As the Company''s manufacturing units are lying closed; the Company has not made any fresh investments on this account nor was there any need to take any fresh initiatives on this account.

(B) TECHNOLOGY ABSORPTION :

The Company is using in-house technology and expertise for its LPG Bottling Plants. The technology to manufacture Sponge Iron was provided by an outside agency long ago. The said technology is fully indigenous and is now well established and has been fully absorbed by the Company. The Company has not so far made use of any imported technology for its products/plants. The Company has not made nor felt necessary to absorb any fresh technology and the Company has not incurred any expenditure on Research and Development.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO :

Earnings: Nil (Previous Year: Nil) Outgo : Nil (Previous Year : Rs.51,473)

15. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

As per criteria prescribed under section 135 of the Companies Act, 2013; the CSR is not applicable to the Company in respect of the financial year 2014-15 covered under this Report. The Company will, however, formulate and implement CSR Policy as and when it gets applicable to the Company.

16. DIRECTORS :

A) Changes in Directors and Key Managerial Personnel:

During the Year, Mr. Tapas Datta , Mr. Pravin Kumar Chhabra and Mr. Lalit Kishore Choudhury were appointed/reappointed as the Independent Directors of the Company for a period of 5 Years by the Members in the Annual General Meeting held on 22nd September, 2014, Mr. Dalbir Chhibbar was re-appointed as the Managing Director of the Comapany for a tenure of 5 years effective from 17.05.2014 and Ms. Manisha Chopra was appointed as the Company Secretary of the Company, who also acts as the Compliance Officer of the company.

Mr. Puranmal Agarwal and Mr. Yudhbir Chhibbar, the retiring directors by rotation, were re-appointed as the Directors of the Company by the members in the Annual General Meeting held on 22nd September, 2014. Mr. Suresh Kumar Agarwal and Mrs. Sushma Chhibbar, the Directors of the Company, retire by rotation at the ensuing AGM and being eligible offer themselves for re-appointment.

B) Decleration by an Independent Director(s) and Re-Appointment, If Any:

Declaration given by Independent Directors meeting the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 has been received and taken on record.

C) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committee. During the year under Report, the Independent Directors met on 20th March, 2015 inter alia, to discuss the Performance evaluation of Non Independent Directors and Board of Directors as a whole and of the Chairman and Managing Director and Evaluation of the quality of flow of information between the Management and Board for effective performance by the Board and were satisfied overall.

17. BOARD MEETINGS HELD DURING THE YEAR :

During the year the Board of Director''s Meetings were held on six occasions e.g. on 21st May, 2014; 30th May, 2014; 30th July, 2014; 13th October, 2014; 7th November, 2014 and 16th January, 2015. The Independent Directors held their separate annual meeting on 20th March, 2015.

18. AUDIT COMMITTEE:

As Per Corporate Governance Report annexed hereto.

19. VIGIL MECHANISM:

The Company believes in the conduct of its affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behaviors in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has adopted a Vigil Mechanism through which the employees, Directors and other stakeholders are free to report to Senior Management any unethical behaviour, improper practices and wrongful conduct taking place in the Company for taking appropriate action. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

20. NOMINATION & REMUNERATION COMMITTEE :

As per Corporate Governance Report annexed hereto.

21. LOANS, GUARANTEES AND INVESTMENTS:

Refer Note: 40 in the Financial Statements of Accounts.

22. RELATED PARTY TRANSACTIONS (Prescribed Form No.- AOC-2 enclosed):

During the financial year under review, the Company has sold some raw materials of its Sponge Iron Plant at Jamshedpur to an Associate Company at prevailing market rates as the Company''s said plant was lying closed for the last few years.

23. MANAGERIAL REMUNERATION:

The particulars are mentioned in the Corporate Governance Report as annexed to this Board Report.

24. SECRETARIAL AUDIT REPORT:

A Secreterial Audit Report given by J. Patnaik & Associates, a Company Secretary in Practice, is annexed hereto in the prescribed Form No.MR-3 of Companies Act, 2013.

25. CORPORATE GOVERNANCE :

Corporate Governance Report along with the Certificate of the Auditors confirming compliance of conditions of Corporate Governance as required under Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

26. RISK MANAGEMENT POLICY:

The Company''s biggest risk is with regard to procurement of critical raw materials namely Iron-Ore and Coal but it has virtually no control on the same. As most of the Iron-Ore Mines in the Country still remain closed and Coal has to be sourced only from Government-Owned Companies who decided and fix the prices arbitrarily. The other risks is the wide fluctuations in the selling price of Sponge-Iron which again depend on Demand and Supply and your Company being a small player has no control or influence on the same.

Hence, due to these uncontrolable external elements, your Company is unable to formulate or implement any suitable Risk Management Policy to safeguard its business interests.

27. DISCLOSURES ABOUT REMUNERATION TO DIRECTORS VIS-A-VIS EMPLOYEES AND OTHER PARTICULARS AS REQUIRED UNDER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Rule 5(1) :

A. During the year no Remuneration was paid to any of the Directors including Managing Director except nominal sitting fees to the Independent Directors for attending the Board Meetings and therefore, the computation of ratio of remuneration of each Director to the median remuneration of the employees of the Company are not furnished. Out of the Key Managerial Personnels; only Chief Financial Officer''s salary was increased from Rs.18,500/- per month to Rs.20,000/- per month and due to closure of all the manufacturing units of the Company and resultant financial hardship; no increment to the employees was awarded during the year under review.

The remuneration paid and/or payable to the Key Managerial Personnels are very reasonable and is commensurate with their performances. The remuneration paid to the employees is as per the remuneration policy of the Company which is dynamic in nature and changes as per the financial performance of the Company and also of an individual employee.

Rule 5(2) :

B. No employee of the Company during the financial year was in receipt of remuneration aggregating to Rs.60 lacs or more if employed for the whole year and Rs.5 lacs per month if employed for a part of the financial year. No employee of the Company is holding 2% or more of the Equity Shares of the Company.

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

The Board of Directors and/or the Management of the Company has not received any complaint on this account from any of the employees of the Company or from any other person.

29. DIRECTORS'' RESPONSIBILITY STATEMENT :

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, states :-

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed alongwith proper explanation relating to material departures.

(ii) that the Directors had 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 at the end of the financial year and of the profit of the Company for the year under review.

(iii) that the Directors had taken proper and sufficient care 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.

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis.

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

30. ACKNOWLEDGEMENT :

Your Directors would like to convey their sincere appreciation for the assistance and co-operation received from the valued customers, suppliers and shareholders during the year under review. Your Directors also wish to place on record their appreciation for the contribution of the employees.

For and on behalf of the Board

Place : Kolkata Dalbir Chhibbar Puranmal Agrawal Dated :29th May, 2015 Managing Director. Chairman

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Mar 31, 2014

Dear Members

The Directors present their 28th Annual Report and the Audited Statements of Accounts of your Company together with Auditors'' Report for the year ended 31st March, 2014.

Current year Previous year (31.03.2014) (31.03.2013) Rs. Rs.

FINANCIAL RESULTS:

Turnover/Income from Operations (gross) 19,59,56,654 60,20,22,587

Less: Excise duty 1,68,84,790 5,88,63,222

Profit before exceptional and Extra-ordinary items and taxes 17,31,728 82,18,060

Profit before taxation 17,31,728 82,18,060

Tax Expenses:

Current Income Tax 3,30,000 15,66,000

Fringe Benefit for earlier period - 6,309

Deferred Income Tax (Assets) (23,21,146) (13,42,987)

Profit after Taxation 37,22,874 79,88,738

OPERATIONS & FINANCIAL PERFORMANCE:

The operational performance of the Company during the year has been quite dismal. The Company''s Sponge Iron Plant located at Jamshedpur was closed down on 1.9.2012 due to non-supply of coal by Central Coalfields Ltd., since March, 2011, exclusively due to their faults and lapses and the Company has taken necessary legal action against them in the Hon''ble High Court at Ranchi and the Writ Petition is under hearing. The said Sponge Iron Plant continues to be closed on account of above reasons. The availability of iron ore to produce Sponge Iron is extremely limited and their prices are also ruling very high and unaffordable as most of the mines in Orissa and Karnataka continue to be closed. The operations at Company''s Sponge Iron Plant at Nalgonda have also suffered due to limited supply of coal by the Coal Company, continuous closure of iron ore mines in Karnataka and extreme shortage of power/electricity. The cost of other manufacturing expenses including Administrative Costs have also gone up whereas due to suppressed demand for long steel products on account of slow down in the House-Building sector and lower spending by the Government on infra-structure development resulting in unremunerative selling prices. Your Company''s Gas Bottling Plant located at Raigarh (Chhattisgarh) continues to be closed due to uneconomic operations. During the year under review your Company produced 7417 M.T. of Sponge Iron (previous year 27081 M.T.). The gross turnover of the Company/income from operations stood at Rs. 1959.56 lacs (previous year Rs.6020.22 lacs). The net result of the year is a profit of Rs. 37.23 lacs (previous year Rs. 79.89 lacs).

DIVIDEND

Your Directors do not recommend any dividend for the year under review.

STATUTORY AUDITORS:

M/s. A Pradhan & Associates, Chartered Accountants, were appointed as Statutory Auditors of your Company in the last Annual General Meeting and they being eligible have offered themselves for re-appointment at the ensuing Annual General Meeting.

COST AUDITORS:

M/s. Shazad & Co., Cost Accountants, are being recommended for appointment as Company''s Cost Auditors for the Financial Year 2014-15 in terms of provisions of New Companies Act, 2013.

DIRECTORS:

Mr. Dev Kumar Mishra resigned from the Board of Director on 28.03.2014. Mr. Ashok Kumar Jaiswal, the Independent Director also resigned from the Board w.e.f. 21.05.2014. Mr. Lalit Kishore Choudhury was appointed as an Independent Director of the Company on and from 28.03.2014. Mr. Tapas Datta was appointed as an Independent Director of the Company on and from 21.05.2014. The members in the forthcoming General Meeting are requested to give their consent and approval for the appointment of the aforesaid Independent Directors. Mr. Puranmal Agarwal and Mr. Yudhbir Chhibbar, the Directors, retire by rotation and offer themselves for re-appointment at the ensuing Annual General Meeting.

FIXED DEPOSIT:

The Company has not accepted any deposits during the year from the Public under section 58 of the Companies Act, 1956.

CORPORATE GOVERNANCE:

Corporate Governance Report along with the Certificate of the Auditors confirming compliance of conditions of Corporate Governance as required under Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

LISTING OF COMPANY''S SHARES & LISTING FEES:

The Company''s shares are listed on Bombay Stock Exchange Limited (BSE), Phiroze Jeejeebhoy Towers, 25th Floor, Dalai Street, Mumbai-400023.

The Company has paid the listing fees for the financial year 2013-2014 to the Stock Exchange, Bombay, on which Company''s shares are listed. The Company has also paid custodial fees for the year 2013-2014 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The International Security Identification Number (ISIN) allocated to the Company by NSDL and CDSL is 338C01012.

SHARE REGISTRARS & TRANSFER AGENTS:

Niche Technologies (P) Ltd., D-511, Bagree Market, 71, B.R.B.B. Road, 5th Floor, Kolkata-700 001. Phone : [phone], Fax: [phone], E-mail [email protected]

INTIMATION & REGISTRATION OF E-MAIL ADDRESS BY THE SHAREHOLDERS/MEMBERS.

Every shareholder and member of the Company is hereby requested to intimate, record and register their e-mail address with the company by sending the same by post either to the Company or to the share registrars and transfer agents as above or to the depository participants of the Company as mentioned in this report. A separate letter to this effect shall be shortly posted to the Shareholders.

DEPOSITORY DETAILS:

1. Central Depository Services (India) Ltd., P.J. Towers (17th floor), Dalai Street, Mumbai-400023, Phone: [phone], Fax: [phone].

2. M/s. National Securities Depository Ltd., 4th floor, ''A'' Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai-400 013. Phone: [phone] Fax: [phone].

DEMATERIALISATION OF SHARES:

As per SEBI''s direction, the Company has signed tripartite agreements with the above Depositories and Registrars and Transfer Agents in November, 2000. Dematerialisation facility for physical share certificates is available. According to SEBI''s guidelines trading in Demat form has been made compulsory for all classes of investors. Therefore, it is in the interest of all the shareholders to convert their physical holdings into electronic holdings by dematerialization of the equity shares.

PERSONNEL:

No employee was in receipt of Salary exceeding the limits prescribed u/s 217(2A) of the Companies Act, 1956 and hence the Statement of particulars of employees as required under that section is not applicable to your Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS.

As regards the information 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, your Directors give the following particulars to the extent applicable to your Company.

(A) CONSERVATION OF ENERGY:

The Power requirement at Company''s Gas Bottling Plant is negligible as only bottling of gases is being done. For Sponge Iron Plants, the Capacitor Panels of adequate size and number have been installed and are maintained to save and economise on power consumption.

(B) TECHNOLOGY ABSORPTION:

The Company is using in-house technology and expertise for its LPG Bottling Plants. The technology to manufacture Sponge Iron was provided by an outside agency. The said technology is fully indigenous and is now well established and has been fully absorbed by the Company. The Company has not so far made use of any imported technology for its products/plants.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:-

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the Directors had 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 at the end of the financial year and of the profit of the Company for the year under review.

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

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors would like to convey their sincere appreciation for the assistance and co-operation received from the valued customers, suppliers and shareholders during the year under review. Your Directors also wish to place on record their appreciation for the contribution of the employees at all levels.

Place : Kolkata Dated : 30th May, 2014.

For and on behalf of the Board

Dalbir Chhibbar Puranmal Agarwal Managing Director Chairman

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Mar 31, 2013

The Directors present their 27th Annual Report and the Audited Statements of Accounts of your Company together with Auditors'' Report for the year ended 3181 March, 2013.

Current year Previous year

(31.03.2013) [31.03.2012] Rs. Rs.

FINANCIAL RESULTS :

Turnover/Income from Operations(gross) 60,20,22,587 70.83,24,759

Less: Excise duty 5,88,63,222 5,79,55,938

Profit/(Loss)before exceptional and

Extra-ordinary items and taxes 82,18,060 (3,75,71,215)

Profit/(Loss) before taxation 82,18,060 (3,75,71,215)

Tax Expenses:

Current Income Tax 15,66,000 -

Fringe Benefit for earlier period 6,309 -

Deferred Income Tax (Assets) 13,42,987 11,38,359

Profit/(Loss) after Taxation 79,88,738 (3,64,32,856)

OPERATIONS & FINANCIAL PERFORMANCE :

The operational performance of the Company during the year has not been satisfactory. The Company''s Sponge Iron Plant located at Jamshedpur was closed down on 1.9.2012 due to non-supply of coal by Central Coalfields Ltd., since March, 2011. exclusively due to their faults and lapses and the Company has taken necessary legal action against them in the Hon''ble High Court at Ranchi and the Writ Petition is under hearing. The availability of iron ore to produce Sponge Ifon is extremely limited and their prices are also ruling very high and unaffordable as most of the mines in Orissa and Karnataka continue to be closed. The operations at Company''s Sponge Iron Plant at Nalgonda have also suffered due to limited supply of coal by the Coal Company, continuous closure of iron ore mines in Karnataka and extreme shortage of power/electricity. The cost of other expenses including diesel had also gone up whereas due to suppressed demand for long steel products on account of slow down in the house-building sector and lower spending by the Government on infra-structure development; resulted in lower/un remunerative selling prices. During the year under review your Company produced 27081 M.T. of Sponge Iron (previous year 33065 M.T.). The gross turnover of the Company/income from operations stood at Rs.6020.23 lacs (previous year Rs.7083.25 lacs). The net result of the year is a profit of Rs.79.89 lacs (previous year net loss of Rs.364.32 iacs).

DIVIDEND

Your Directors do not recommend any dividend for the year under review.

STATUTORY AUDITORS:

M/s. A Pradhan & Associates, Chartered Accountants, were appointed as Statutory Auditors of your Company in the last Annual General Meeting and they being eligible have offered themselves for re-appointment at the ensuing Annual General Meeting.

DIRECTORS:

Mr. Dev Kumar Mishra, Mrs. Sushma Chhibbar and Mr. Ashok Kumar Jaiswal, Directors retire by rotation from the Board and being eligible offer themselves for re-appointment.

FIXED DEPOSIT:

The Company has not during the year accepted any deposits from the Public under section 58 of the Companies Act, 1956.

CORPORATE GOVERNANCE:

Corporate Governance Report along with the certificate of the Auditors confirming compliance of conditions of Corporate Governance as required under Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

LISTING OF COMPANY''S SHARES & LISTING FEES :

The Company''s shares are listed on Bombay Stock Exchange Limited (BSE), Phiroze Jeejeebhoy Towers, ; 25lh Floor, Dalai Street, Mumbai-400 023.

The Company has paid the listing fees for the financial year 2012-2013 to the Stock Exchange, Mumbai, on which Company''s shares are listed. The Company has also paid custodial fees for the year 2012-2013 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The International Security Identification Number (ISIN) allocated to the Company by NSDL and CDSL is 338C01012:

SHARE REGISTRARS & TRANSFER AGENTS :

Niche Technologies (P) Ltd., D-511, Bagree Market, 71, B.R.B.B. Road, 5th Floor, Kolkata - 700 001.

Phone : [phone], Fax: [phone], E-mail nichetechpl@nichetechpl

DEPOSITORY DETAILS:

1. Central Depository Services (India) Ltd., P.J.Towers (17thfloor), Dalai Street, Mumbai-400023, Phone: [phone], Fax : [phone].

2. M/s. National Securities Depository Ltd., 4th floor, ''A'' Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai-400 013. Phone: [phone] Fax: [phone].

DEMATERIALISATION OF SHARES:

As per SEBI''s direction, the Company has signed tripartite agreements with the above Depositories and Registrars and Transfer Agents in November, 2000. Dematerialization facility for physical share certificates is available. According to SEBI''s guidelines trading in Demat form has been made compulsory for all classes of investors. Therefore, it is in the interest of all the shareholders to convert their physical holdings into electronic holdings by dernaterialisation of the equity shares.

PERSONNEL:

No employee was in receipt of Salary exceeding the limits prescribed u/s 217(2A) of the Companies Act, 1956 and hence the Statement of particulars of employees as required under that section is not applicable to your Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS.

As regards the information 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, your Directors give the following particulars to the extent applicable to your Company.

(A) CONSERVATION OF ENERGY :

The Power requirement at Company''s Gas Bottling Plant is negligible as only bottling of gases is being done. For Sponge Iron Plants, the Capacitor Panels of adequate size and number have been installed and are maintained to save and economise on power consumption.

(B) TECHNOLOGY ABSORPTION :

The Company is using in-house technology and expertise for its LPG Bottling Plants. The technology to manufacture Sponge Iron was provided by an outside agency. The said technology is fully indigenous and is now well established and has been fully absorbed by the Company. The Company has not so far made use of any imported technology for its products/plants.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors''

Responsibility Statement, it is hereby confirmed

(i) that in the preparation of the annual accounts for the financial year ended 31sl March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) that the Directors had 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 at the end of the financial year and of the profit of the Company for the year under review.

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

(iv) that the Directors have prepared the accounts for the financial year ended 31sl March, 2013 on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors would like to convey their sincere appreciation for the assistance and co-operation received from the valued customers, suppliers and shareholders during the year under review. Your Directors also wish to place on record their appreciation for the contribution of the employees at all levels.

Place: Kolkata For and on behalf of the Board

Dated :30th May, 2013.

Dalbir Chhibbar

Managing Director.

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Mar 31, 2010

The Directors present their 24th Annual Report and the Audited Statements of Accounts of your Company together with Auditors Report for the year ended 31 st March, 2010.

Current year Previous year

(31.03.2010) [31.03.2009]

Rs. Rs.

FINANCIAL RESULTS:

Turnover/Income from Operations(gross) 52,34,10,799 74,22,08,045

Less: Excise duty (-)3,37,12,901 (-) 7,77,85,581

Operating Profit before interest,

Depreciation and Taxation 2,02,20,231 2,44,41,758

Depreciation 1,07,35,357 1,04,52,138

Financial Charges 31,65,359 84,55,132

Profit before Taxation 63,19,515 55,34,488

Tax Expenses :

Current Income Tax 21,09,700 25,63,000

Income Tax for earlier period 8,74,979 2,43,395-

Deferred Income Tax (Assets) (1,82,999) (1,69,697)

Fringe Benefit Tax N.A. 2,82,720,

Profit after Taxation 35,17,835 26,14,622

Add : Profit brought forward

from last A/c. 7,26,09,893 6,99,95,270 Less : Transfer to General Reserve 419,53,028 -

Profits available for appropriation 3,41,74,700 7,26,09,893 and carried to Balance sheet.



OPERATIONS & FINANCIAL PERFORMANCE :

The financial performance of your Company during the financial year ended 31.3.10 has not been satisfactory. The total income from operations/turnover stood at Rs.52.34 Crores (Previous year Rs.74.22 crores). During the year your Company produced 33141 M.T. of Sponge Iron (Previous year 43916 M.T.).The Company has during the year earned a net profit of Rs.35.17 lacs as against previous years net profit of Rs.26.14 lacs. The overall financial performance of the Company has been adversely affected due to highly depressed market conditions in the secondary Steel Section in which your Company operates. The market conditions of Sponge Iron still continue to be very depressed. Your Directors, however, are continuing their best efforts to efficiently manage the affairs of the Company.

DIVIDEND:

Your Directors do not recommend any dividend for the year under review.

STATUTORY AUDITORS :

M/s. A Pradhan & Associates, Chartered Accountants, were appointed as Statutory Auditors of your Company in the last Annual General Meeting and they being eligible have offered themselves for re-appointment at the ensuing Annual General Meeting.

DIRECTORS :

Mr. Suresh Kumar Agarwal, Mr. Yudhbir Chhibbar and Mr. Dev Kumar Mishra. Directors retire by rotation from the Board and being eligible offer themselves for re-appointment.

EXPANSION PROJECTS & CAPITAL RAISING :

Your Company has not been able to initiate any expansion project till now due to non-receipt of necessary clearances from the Pollution Control Authorities. As soon the same are obtained; your Directors would take a decision and initiate to set up expansion projects depending upon the market conditions which at present are highly depressed. During the year your Company had issued and allotted 45.00.000 Equity Shares on preferential allotment basis @ Rs.40/- per share including a premium of Rs.307- per share for the purpose of proposed expansion Projects.

FIXED DEPOSIT :

The Company has not during the year accepted any deposits from the Public under section 58 of the Companies Act, 1956.

CORPORATE GOVERNANCE:

Corporate Governance Report along with the certificate of the Auditors confirming compliance of conditions of Corporate Governance as required under Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

LISTING OF COMPANYS SHARES & LISTING FEES :

The Companys shares are listed on Bombay Stock Exchange Limited (BSE), Phiroze Jeejeebhoy Towers, 25th Floor, Dalai Street, Mumbai-400 023.

The Company has paid the listing fees for the financial year 2009-2010 to the Stock Exchange, Mumbai, on which Companys shares are listed. The Company has also paid custodial fees for the year 2009-2010 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).The International Security Identification Number (ISIN) allocated to the Company by NSDL and CDSL is 338C01012.

SHARE REGISTRARS & TRANSFER AGENTS :

Niche Technologies (P) Ltd., D-511, Bagree Market, 71, B.R.B.B. Road, 5th Floor, Kolkata - 700 001. Phone : [phone], Fax: [phone], E-mail nichetechpl@nichetechpl

DEPOSITORY DETAILS :

1. Central Depository Services (India) Ltd., P.J. Towers (17th floor), Dalai Street, Mumbai-400023, Phone: [phone], Fax : [phone].

2. M/s. National Securities Depository Ltd., 4th floor, A Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai-400 013. Phone: [phone] Fax: [phone].

DEMATERIALISATION OF SHARES :

As per SEBIs direction, the Company has signed tripartite agreements with the above Depositories and Registrars and Transfer Agents in November, 2000. Dematerialisation facility is now available. According to SEBIs guidelines trading in Demat form has been made compulsory for all classes of investors. Therefore, it is in the interest of all the shareholders to convert their physical holdings into electronic holdings by dematerialisation of the equity shares.

PPERSONNEL:

No employee was in receipt of Salary exceeding the limits prescribed u/s 217(2A) of the Companies Act, 1956 and hence the Statement of particulars of employees as required under that section is not applicable to your Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS.

As regards the information 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, your Directors give the following particulars to the extent applicable to your Company.

(A) CONSERVATION OF ENERGY :

The Power requirement at Companys Gas Bottling Plant is negligible as only bottling of gases is being done. For Sponge Iron Plants, the Capacitor Panels of adequate size and number have been installed and are maintained to save and economise on power consumption.

(B) TECHNOLOGY ABSORPTION:

The Company is using in-house technology and expertise for its LPG Bottling Plants. The technology to manufacture Sponge Iron was provided by an outside agency. The said technology is fully indigenous and is now well established and has been fully absorbed by the Company. The Company has not so far made use of any imported technology for its products/plants.

( C ) FOREIGN EXCHANGE EARNINGS AND OUT-GO : Earnings : Nil (Previous Year : Nil) Out-Go : Rs. 162256 Previous Year; 399440)

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed :-

(i) that in the preparation of the annual accounts for the financial year ended 31 st March, 2010, the applicable accounting standards had been followed alongwith proper explanation relating to material departures.

(ii) that the Directors had 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 at the end of the financial year and of the profit of the Company for the year under review.

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

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

ACKNOWLEDGEMENT :

Your Directors would like to convey their sincere appreciation for the assistance and co-operation received from the valued customers, suppliers and shareholders during the year under review. Your Directors also wish to place on record their appreciation for the contribution of the employees at all levels.



Place : Kolkata For and on behalf of the Board

Dated :31st May, 2010.

Dalbir Chhibbar

Managing Director.

---

Mar 31, 2009

The Directors present their 23rd Annual Report and the Audited Statements of Accounts of your Company together

with Auditors Report for the year ended 31st March, 2009.

Current year Previous year

(31.03.2009) [31.03.2008]

Rs. Rs.

FINANCIAL RESULTS :

Turnover/Income from Operations(gross) 74,22,08,045 66,44,86,227

Less: Excise duty (-) 7,77,85,581(-) 8,55,06,065

Operating Profit before interest,

Depreciation and Taxation 2,44,41,758 5,50,15,968

Depreciation 1,04,52,138 1,01,48,775

Financial Charges 84,55,132 1,39,36,359

Profit/(Loss) before Taxation 55,34,488 3,09,30,834

Provision for Taxation :

Current Income Tax 25,63,000 28,30,000

Income Tax for earlier period 2,43,395 -

Deferred Income Tax (-) 1,69,697 8,18604

Fringe Benefit Tax 2,82,720 1,47,854

Profit/(Loss) after Taxation 26,15,070 2,71,34,376

Add: Profit brought forward from last A/c. 6,99,95,270 4,28,60,894

profits available for appropriation 7,26,10,340 6,99,95,270

And carried to Balance sheet.

OPERATIONS & FINANCIAL PERFORMANCE :

The financial performance of your Company during the financial year ended 31.3.09 has not been satisfactory. The total income from operations/turnover stood at Rs 74.22 Crores (Previous year Rs.66.45 crores). During the year your Company produced 43916 M.T. of Sponge Iron (Previous year 50581 M.T.). The Company has during the year earned a net profit of Rs 0.26 Crores as against previous years net profit of Rs.2.71 crores. The overall financial performance of the Company has been adversely affected due to economic slow down during the year throughout the World including in India. The market conditions of Sponge Iron are still very depressed but your Directors are hopeful of a recovery within a period of 12 months. Your Directors are continuing their best efforts to efficiently manage the affairs of the Company.

DIVIDEND :

To conserve resources for the Companys proposed expansion plans; your Directors do not recommend any dividend for the year under review.

STATUTORY AUDITORS :

M/s. A Pradhan & Associates, Chartered Accountants, were appointed as Statutory Auditors of your Company in the last Annual General Meeting and they being eligible have offered themselves for re-appointment at the ensuing Annual General Meeting.

DIRECTORS :

Mr. Puranmal Agarwal, Mrs. Sushma Chhibbar and Mr. Jitendra Patnaik, the Directors retire by rotation from the Board and being eligible offer themselves for re-appointment. Sri Dev Kumar Mishra was appointed as an Additional Director of the Company with effect from 22nd September, 2008 and he vacates his office on the forthcoming Annual General Meeting. The Company is in receipt of a notice from a member of the Company under Section 257 of the Companies Act, 1956 proposing his candidature for appointment as a Director of the Company at the ensuing Annual General Meeting. The respective resolution to this effect is mentioned in the notice convening the Annual General Meeting and your Directors recommend his appointment.

EXPANSION PROJECTS :

The Directors of your Company propose to expand the steel base manufacturing activities of your Company by putting up a Captive Power Plant along with a Steel Melting Shop and a Re-rolling Mill at Companys existing Sponge Iron Plant Site at Dist. Nalgonda, A.P. as backward and forward integration. Similarly, the Board also proposes to put up a Steel Melting Shop and Re-rolling Mill either at Jamshedpur or in West Bengal. The necessary actions for the above projects including the process of getting clearances from appropriate authorities have been initiated. With this end in view your Directors decided to raise funds for the same by issuing fresh shares on Preferential Allotment Basis and accordingly an Extra Ordinary General meeting of the members was held on 29th May, 2009 wherein the members approved the issue of allotment of fresh 45,00,000 shares of the Company at a price of Rs.40/- (including Rs.30/- as premium). The necessary formalities in this respect are being completed. Your Board also propose to approach the banks/financial institutions for necessary borrowings for the Companys aforesaid industrial projects.

FIXED DEPOSIT :

The Company has not during the year accepted any deposits from the Public under section 58 of the Companies Act, 1956.

CORPORATE GOVERNANCE :

Corporate Governance Report along with the certificate of the Auditors confirming compliance of conditions of Corporate Governance as required under Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

LISTING OF COMPANYS SHARES & LISTING FEES :

The Companys shares are listed on Bombay Stock Exchange Limited (BSE), Phiroze Jeejeebhoy Towers, 25th Floor, Dalai Street, Mumbai-400 023.

The Company has paid the listing fees for the financial year 2008-09 to the Stock Exchange, Mumbai, on which Companys shares are listed. The Company has also paid custodial fees for the year 2008-09 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The International Security Identification Number (ISIN) allocated to the Company by NSDL and CDSL is 338C01012.

SHARE REGISTRARS & TRANSFER AGENTS :

Niche Technologies (P) Ltd., D-511, Bagree Market, 71, B.R.B.B. Road, 5th Floor, Kolkata - 700 001. Phone : [phone], Fax: [phone], E-mail nichetechpl@nichetechpl

DEPOSITORY DETAILS :

1. Central Depository Services (India) Ltd., PJ.Towers (17,h floor), Dalai Street, Mumbai-400023, Phone: [phone], Fax : [phone].

2. M/s. National Securities Depository Ltd., 4th floor, A Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai-400 013. Phone: [phone] Fax: [phone].

DEMATERIALISATION OF SHARES :

As per SEBIs direction, the Company has signed tripartite agreements with the above Depositories and Registrars and Transfer Agents in November, 2000. Dematerialisation facility is now available. According to SEBIs guidelines

trading in Demat form has been made compulsory for all classes of investors. Therefore, it is in the interest of all the shareholders to convert their physical holdings into electronic holdings by dematerialisation of the equity shares.

PERSONNEL:

No employee was in receipt of Salary exceeding the limits prescribed u/s 217(2A) of the Companies Act, 1956 and hence the Statement of particulars of employees as required under that section is not applicable to your Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS.

As regards the information 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, your Directors give the following particulars to the extent applicable to your Company.

(A) CONSERVATION OF ENERGY :

The Power requirement at Companys Gas Bottling Plant is negligible as only bottling of gases is being done. For Sponge Iron Plants, the Capacitor Panels of adequate size and number have been installed and are maintained to save and economise on power consumption.

(B) TECHNOLOGY ABSORPTION :

The Company is using in-house technology and expertise for its LPG Bottling Plants. The technology to manufacture Sponge Iron was provided by an outside agency. The said technology is fully indigenous and is now well established and has been fully absorbed by the Company. The Company has not so far made use of any imported technology for its products/plants.

(C) FOREIGN EXCHANGE EARNINGS AND OUT-GO : Earnings : Nil (Previous Year: Nil) Out-Go : Rs. 399440 (Previous Year: Nil)

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed :-

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2009, the applicable accounting standards had been followed alongwith proper explanation relating to material departures.

(ii) that the Directors had 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 at the end of the financial year and of the profit of the Company for the year under review.

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

(iv) That the Directors have prepared the accounts for the financial year ended 31s1 March, 2009 on a going

concern basis. ACKNOWLEDGEMENT :

Your Directors would like to convey their sincere appreciation for the assistance and co-operation received from the valued customers, suppliers and shareholders during the year under review. Your Directors also wish to place on record their appreciation for the contribution of the employees at all levels.

Place : Kolkata For and on behalf of the Board

Dated : 29,th June, 2009 Dalbir Chhibbar