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Directors Report of Jayaswal Neco Industries Ltd.

Mar 31, 2023

Your Directors are pleased to present their 50^th Annual Report on the affairs of the Company together with the Audited Financial Statements for the year ended 31^st March, 2023.

1. FINANCIAL RESULTS:

The summarised financial results for the year vis-a-vis the previous year are as follows:

Your Company has not carried any amount to reserves, the amount of Profit after tax of '' 226.87 crores has been carried to Balance Sheet and adjusted against retained earnings.

(Rs. in Crores)
Particulars	31.03.2023	31.03.2022
Revenue from Operations	6,342.86	5,958.55
Other Income	22.07	6.28
Total Income	6,364.93	5,964.83
Operating Expenses	5,560.91	4,658.85
EBIDTA	804.02	1,305.98
Finance Costs	453.02	458.63
Depreciation and Amortisation Expenses	265.71	260.99
Exceptional Items	51.19	(1,724.50)
Profit/(Loss) before tax	34.10	2,310.85
Tax Expenses	(192.77)	63.57
Profit/(Loss) after Tax carried to Balance Sheet	226.87	2,247.28

2. DIVIDEND:

Due to accumulated past losses, your Directors do not recommend any dividend on the Equity Shares of the Company for the financial year 2022-23.

3. CHANGE IN NATURE OF BUSINESS OF COMPANY:

There is no change in the nature of business of your Company during the year.

4. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") is presented in a separate section forming part of this Annual Report.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY SUBSEQUENT TO THE CLOSE OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

No material changes and commitments have occurred subsequent to the close of the financial year till the date of this Report which may affect the financial position of the Company.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2022-23, following were the

changes in the Board of Directors and Key Managerial

Personnels (KMPs) of the Company:

Change in Director & KMP due to cessation/resignation:

i) Dr. Suranjan Sinha (DIN: 09461995), ceased as an Independent Director of the Company due to completion of his term on 16^th January, 2023.

ii) Shri Pramod Kumar Bhardwaj (DIN: 03451077), ceased as an Executive Director & Chief Financial Officer (CFO) of the Company due to completion of his term on 24^th February, 2023.

iii) Shri Vikash Kumar Agarwal resigned and ceased to be the Company Secretary & Compliance Officer of the Company effective from 13^th January, 2023.

Change in Director & KMP due to appointment:

i) Shri Arvind Jayaswal (DIN: 00249864) re-appointed as Managing Director & CEO (Foundry Division) of the Company for the further period of 3 (Three) years w.e.f. 1^st January, 2023.

ii) Shri Ramesh Jayaswal (DIN: 00249947) re-appointed as Joint Managing Director & CEO (Steel Plant Division) of the Company for the further period of 3 (Three) years w.e.f. 1^st January, 2023.

iii) Shri Kapil Shroff appointed as CFO of the Company w.e.f. 25^th February, 2023.

The Members at the 49^th Annual General Meeting of the Company consented to the continuation of appointment of Shri Rajendraprasad Shriniwas Mohanka (DIN: 00235850) as an Independent Director of the Company beyond attending the age of 75 years for the remaining term up to 26^th July, 2023.

Further, the Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee, recommended for the approval of Members at the ensuing Annual General Meeting, the re-appointment of Shri Rajendraprasad Mohanka (DIN: 00235850) as an Independent Director of the Company for the second term of 5 (Five) years w.e.f. 27^th July, 2023.

I n accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Arvind Jayaswal (DIN: 00249864), Managing Director & Chief Executive Officer (CEO), Foundry Division and Shri Ramesh Jayaswal (DIN: 00249947), Joint Managing Director & Chief Executive Officer (CEO), Steel Plant Division of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The necessary resolutions for re-appointment of Shri Arvind Jayaswal, Shri Ramesh Jayaswal and Shri Rajendraprasad Mohanka along with the brief profile and other related information seeking re-appointment forms part of the Notice convening the ensuing Annual General Meeting.

After the end of financial year, upon recommendation of the Nomination and Remuneration Committee of the Company, the Board of Director in their meeting held on 15^th April, 2023 had appointed Shri Ashish Srivastava (Membership No. A20141) as the Company Secretary & Compliance Officer of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, all the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields.

Key Managerial Personnel

In terms of the provisions of Section 203 of the Companies Act, 2013, during the financial year the Company had following whole-time Key Managerial Personnel:

i) Shri Arvind Jayaswal (DIN: 00249864), Managing Director and CEO (Foundry Division);

ii) Shri Ramesh Jayaswal (DIN: 00249947), Joint Managing Director and CEO (Steel Plant Division);

iii) Shri Megh Pal Singh (DIN: 02635073), Executive Director (Steel) and COO (Steel Plant Division);

iv) Shri Pramod Kumar Bhardwaj (DIN: 03451077), Executive Director & CFO (Up to 24^th February, 2023);

v) Shri Kapil Shroff, CFO (effective from 25^th February, 2023);

vi) Shri Vikash Kumar Agarwal, Company Secretary & Compliance Officer (Up to 13^th January, 2023).

Board Evaluation

I n terms of the requirement of the Companies Act, 2013 and Listing Regulations, the Board carried out an annual evaluation of its own performance, Board Committees, individual Directors including the Independent Directors and the Chairman of the Company on the basis of the criteria of Board Evaluation devised by the Company with the aim to improve the effectiveness of the Board and the Committees.

The performance evaluation of the Board and its Committees focused on various factors, including their functions, responsibilities, competencies, strategy, risk identification and control, diversity and nature of the business. A comprehensive questionnaire was circulated to Board Members, covering multiple aspects of the Board''s functioning, culture, execution of duties, professional obligations and governance. The questionnaire aimed to assess Directors'' knowledge, independence in decisionmaking, involvement in business planning, constructive engagement with colleagues and understanding of the Company''s environment and its risk profile. Additionally, the Chairman of the Board and/or Executive Directors was evaluated based on leadership, co-ordination and steering skills.

During the year, formal evaluation of performance of Directors including Independent Directors, the Board and its Committees was made by the Independent Directors and the Nomination and Remuneration Committee in their respective meetings and the evaluation result was placed before the Board for its information and consideration.

The appointment/ re-appointment/ continuation of Directors on the Board is based on the outcome of evaluation process.

Remuneration Policy

Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee constituted under the provisions of Section 178(1) of the Companies Act, 2013, recommended to the Board of Directors of the Company, a Policy on Director''s appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a Director and other matters. The extract of the said Policy is covered in Corporate Governance Report which forms part of this Annual Report.

Meetings

During the year 4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Related Party Transactions

During the year, all related party transactions that were entered were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnels or other designated persons which may have a potential conflict with the interest of the Company at large.

Pursuant to the provision of applicable Listing Regulations, all related party transactions are placed before the Audit Committee for approval as per the Regulation 23 of Listing Regulations. Prior omnibus approval of the Audit Committee has been obtained for transactions which are foreseen and repetitive in nature. A statement providing details of all related party transactions is presented to the Audit Committee and the Board of Directors on a quarterly basis.

The policy on Related Party Transactions duly approved by the Board on the recommendation of the Audit Committee has been posted on the Company''s website and can be accessed at the link: https://www.necoindia.com/pdf/ Policy%20on%20Related%20Pa rty%20Transactions.pdf.

7. CORPORATE SOCIAL RESPONSIBILITY:

As part of its initiatives under "Corporate Social Responsibility" (CSR), the Company has undertaken projects and programmes in the areas such as Healthcare, Sanitation, Provision of Safe Drinking Water, Mitigate malnutrition, Promotion of Education and Imparting Training, Women Empowerment, Promotion of Traditional Art and Culture, Environmental Sustainability, Development of Rural Sports, Programmes and Training for development and upliftment of rural masses especially women, youths and girls and Development of Infrastructural facilities in rural areas.

The Company''s CSR Policy is available on the website of the Company and it is available at https://www.necoindia.com/ images/investor/corporate-governance/Corporate-Social-Responsiblitv-Policv-1.pdf

During the financial year 2022-23, the Company Spent '' 377.63 lakhs against the CSR budget of '' 218.78 lakhs.

The Annual Report on CSR activities is attached as "Annexure A" and forms part of this report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as "Annexure B" and forms part of this report.

9. SUBSIDIARY COMPANY AND ASSOCIATE COMPANY:

During the year, the Company did not have any Subsidiary Company. Further, Statement in respect of Maa Usha Urja Limited, an Associate Company under Section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014 in Form AOC-1, is attached as "Annexure C" and forms part of this report.

The Company has formulated a Policy for determining ''material subsidiaries'' and the said Policy has been posted on the website of the Company and is available at: https://www.necoindia.com/images/investor/corporate-governance/Policy-on-Material-Subsidiaries.pdf

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

11. CORPORATE GOVERNANCE REPORT:

The report on Corporate Governance as stipulated under Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with the requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is appended and forms part of this Annual report.

12. RISK MANAGEMENT:

The Board of Directors had constituted Risk Management Committee to assist the Board with regard to the identification, evaluation and mitigation of strategic, operational, external environment and cyber security risks and in fulfilling its corporate governance oversight responsibilities and to develop policy for actions associated to mitigate the risks. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis. The updated risk management policy of the Company is available on the website of the Company at the link: https://www.necoindia. com/pdf/Risk-Management-Policy.pdf

13. VIGIL MECHANISM / WHISTLE-BLOWER POLICY:

The Company has established a Vigil Mechanism/ Whistle-Blower Policy that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimisation of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism/ Whistle-Blower Policy are made available on the website of the Company at: https://www.necoindia.com/pdf/Vigil-Mechanism-Whistle-Blower-Policy.pdf and have also been provided in the Corporate Governance Report forming part of this Annual Report.

14. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm and state:

a) that in the preparation of the annual financial statements for the year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit and loss of the Company for the year ended on that date;

c) t hat 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 financial statements have been prepared on a going concern basis;

e) that proper internal financial controls have been in place and that the internal financial controls are adequate and have been operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws have been in place and are adequate and operating effectively.

15. INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has formulated its SOPs & Policies related to Internal Financial Control over Financial Reporting. There are sufficient controls and checks and balances established for all the material transactions. The Company has also fixed process flows for all the transactions. The Company has also designed strong Management Information System (MIS) for proactive controls and monitoring.

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year, such controls were operating effectively.

16. ANNUAL RETURN:

I n accordance with the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rules framed thereunder, an Annual Return in the prescribed format for the financial year 2022-23 is available on the website of the Company at https://www.necoindia.com/ financial-results-annual-reports-annual-returns.php

17. STATUTORY AUDITORS AND THEIR REPORT:

The Statutory Auditors M/s. Chaturvedi and Shah LLP, Chartered Accountants, Mumbai hold office for the period of 5 years from the Annual General Meeting (AGM) held on 30^th December, 2021.

The Auditors Report on the financial statements of the Company for the year ended 31^st March, 2023 is selfexplanatory and with unmodified opinion.

The Statutory Auditors Report for the financial year 2022-23 does not contain any qualification, reservation, or adverse remark. However, the Statutory Auditors have placed emphasis on certain matters in the audit report related to the attachment of properties of the Company. These matters are self-explanatory and have been adequately disclosed in Note no. 2.07 of the financial statements. The Report is enclosed with the financial statements in this Annual Report.

18. COST AUDITOR:

In accordance with Section 148 of the Companies Act, 2013, the Company maintains cost records as required and a Cost Accountant conducts an audit of these records.

The Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 23^rd May, 2023 has re-appointed M/s. Manisha & Associates, Cost Accountants, Nagpur (FRN. 000321), as the Cost Auditors of the Company, to conduct the audit of the Cost Accounting records for the financial year 2023-24 on the remuneration of ''1,75,000/- (Rupees One Lakhs Seventy-Five Thousand Only) for Cost Audit and '' 9,000/-(Rupees Nine Thousand Only) for XBRL documents preparation plus applicable taxes and reimbursement of out-of-pocket expenses at actuals.

As required under Section 148 (3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is to be ratified by the Shareholders. Therefore, the Board of Directors recommend the remuneration payable to M/s. Manisha & Associates, Cost Auditors for the financial year 2023-24 for the ratification by the Members at the ensuing Annual General Meeting.

19. SECRETARIAL AUDITOR AND THEIR REPORT:

In accordance with Section 204 of the Companies Act, 2013, the Company is required to submit alongwith its Board''s report, a Secretarial Audit Report, given in the prescribed form, by a Company Secretary in practice.

The Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 23^rd May, 2023 has re-appointed M/s. R. A. Daga and Co., Company Secretaries, Nagpur (FCS No: 5522 C. P. No.: 5073) to conduct the Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended 31^st March, 2023 in Form MR-3 is attached as "Annexure D" and forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

20. REPORTING OF FRAUD BY AUDITORS:

The Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, the details of which need to be mentioned in this Report.

21. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended in respect of employees of the Company forming part of Boards'' Report is given in "Annexure E" to this Report.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant or material orders were passed by the Regulators or Courts or Tribunal which impact the going concern status and Company''s operations in future. However, the other significant and material orders passed by the Regulators/Courts/Tribunals have been covered under the point - Projects and Impairment of NonOperational Assets under the Management Discussion and Analysis Report which forms part of this Annual Report.

23. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year, the Hon''ble NCLT, Mumbai Bench, Court-II by its Order dated 9^th February, 2023, has dismissed the Petition filed by M/s Abhiruchi Vision Private Limited (AVPL) against the Company under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) claiming an alleged amount of '' 437.60 crores (Principal amount of ''104.44 crores plus accrued interest @ 18.00% p.a.).

On an Appeal filed by AVPL against the Order of Hon''ble NCLT, Mumbai Bench, Court-II, under Section 61 of the IBC before the Hon''ble NCLAT, New Delhi, the Hon''ble NCLAT, New Delhi, by its Order dated 4^th July, 2023, held that "there is no merit in the Appeal filed by AVPL and hence the Appeal is dismissed".

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per the amendment to Regulation 34(2)(f) of the Listing Regulations, 2015 and the National Guidelines on Responsible Business Conduct (NGRBC) issued by the Ministry of Corporate Affairs, Government of India, the top one thousand listed companies (by market capitalisation) are required to prepare and present a Business Responsibility and Sustainability Report (BRSR) to stakeholders. This replaces the previous Business Responsibility Report (BRR) and follows internationally accepted reporting frameworks on environmental, social and governance (ESG) Reporting. This Report enable the shareholders to have an insight into environmental, social and governance initiative of the Company.

The BRSR requires listed entities to disclose their performance against the nine principles of the NGBRC, with reporting divided into essential and leadership indicators. Essential indicators are mandatory to report, while reporting leadership indicators is voluntary. Your Company has reported both on essential and leadership indicators.

The BRSR describing the initiatives taken by the Company from an environmental, social and governance perspective, in the format as specified by the Securities and Exchange Board of India, forms a part of this report.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As per the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), the Company has placed adequate mechanism to provide safe and congenial working environment to all female employees.

The Company has constituted location wise Internal Complaints Committees (ICC) to redress the complaints of female workers. The ICC''s are composed of internal Members and an external Member who has extensive experience in the field. During the year, no cases have been filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. GENERAL:

Your Directors state that during the year:

i. The Company has no deposits covered under Chapter V of the Companies Act, 2013.

Place: Nagpur Date: 14^th August, 2023

ii. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

iii. The Dividend Distribution Policy of the Company is available on the Company''s website and can be accessed at https://necoindia.com/images/investor/ corporate-governance/Dividend-Distribution-Policy. pdf

27. ACKNOWLEDGEMENTS:

Your Directors'' place on record, their sincere appreciation and gratitude for all the co-operation extended by Government Agencies, Lenders, Business Associates and Shareholders. The Directors also record their appreciation for the dedicated services rendered by all the Executive Staff and Workers of the Company at all levels in all units and for their valuable contribution in the working of the Company.

For and on behalf of Board of Directors

Arvind Jayaswal Ramesh Jayaswal

Managing Director Joint Managing Director

(DIN: 00249864) (DIN: 00249947)

Mar 31, 2018

Dear Members,

The Directors are pleased to present their 45th Annual Report on the affairs of the Company together with the Audited Financial Statements for the year ended 31st March, 2018.

1. FINANCIAL RESULTS

The summarized financial results for the year vis-a-vis the previous year are as follows :

(Rs. in crores)

Particulars	31.03.2018	31.03.2017
Net Sales	3,477.40	2,530.62
Other Income	24.55	28.83
Total Revenue (Net)	3,501.94	2,559.45
Operating Expenses	3,169.87	2,250.59
EBIDTA	332.07	308.86
Finance Costs	658.18	548.95
Depreciation and Amortization Expenses	273.00	255.07
Exceptional Item	(7.06)	-
Profit/(Loss) before tax	(592.05)	(495.16)
Tax Expenses	(100.68)	(35.86)
Profit / (Loss) after Tax carried to Balance Sheet	(491.36)	(459.31)

Your Company has not carried any amount to reserves and the amount of Loss after tax of Rs. 491.36 crores has been carried to Balance Sheet and adjusted against retained earnings.

2. DIVIDEND:

Due to absence of profits your Directors regret their inability to recommend declaration of dividend for the year to the Members of the Company.

3. AUDITORSâ REPORT:

Auditors Report on the financial statements of the Company for the year ended 31st March, 2018 is self-explanatory except a qualification which have been specified herein below along with Boards explanation thereto:

AUDITORSâ QUALIFICATION

As mentioned in Note no. 19.09 to the Financial Statements, Non-Current Borrowings include an amount of Rs. 254,530.94 Lakhs due to certain banks. As per the arrangements with these banks, the Company is required to comply with certain covenants as referred in the said note and non-compliance with these covenants may give rights to the banks to demand repayment of the loans. As at 31st March, 2018, the Company has not complied with certain covenants and they have not been provided with any confirmation from the banks for extension of time to comply with these covenants. Further the Company has also received loan recall notice from one of the secured lenders in respect of non-current borrowings. The Company has not classified these liabilities as current liabilities as required by Ind-AS.

EXPLANATION TO AUDITORSâ QUALIFICATION

Your Directors submit the following explanation to the above qualification of the Auditors:

The Management is of the view that the non-compliance of the loan covenants will not affect the continuity of the Companyâs operations and hence the Company continues to classify these borrowings as non-current.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period under review, the Members at the 44th Annual General Meeting of the Company, pursuant to the provisions of Sections 149, 152 read with Schedule IV of the Companies Act, 2013 consented to the appointment of Shri Bharat Pal Singh (DIN 00739712) as Director (Independent) not liable to retire by rotation for the period of 5 (Five) years w.e.f. 26th May, 2017 and also approved the appointment of Shri Megh Pal Singh (DIN 02635073) under Sections 196, 197 read with Schedule V of the Companies Act, 2013, as Executive Director (Steel) liable to retire by rotation for the period of 3 (Three) years from 13th November, 2017 up-to 12th November, 2020. Further, for the operational convenience the Company has re-designated Shri Arbind Jayaswal (DIN 00249864), Managing Director as Managing Director and Chief Executive Officer (Foundry Division), Shri Ramesh Jayaswal (DIN 00249947), Joint Managing Director as Joint Managing Director and Chief Executive Officer (Steel Plant Division) and Shri Megh Pal Singh (DIN 02635073), Executive Director (Steel) as Executive Director (Steel) and Chief Operating Officer (Steel Plant Division) of the Company w.e.f. 12th February, 2018. On 10th of August, 2017, IDBI Bank Limited has withdrawn the nomination of Smt. Baljinder Kaur Mandal (DIN 06652016) and appointed Smt. Kanika Sharma (DIN 0007902750) as its nominee.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Ramesh Jayaswal (DIN 00249947), Joint Managing Director and Chief Executive Officer (Steel Plant Division) of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Necessary information on the Director (s) seeking appointment/ reappointment will be given in the Notice of the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company:

i) Shri Arbind Jayaswal (DIN 00249864), Managing Director and Chief Executive Officer (Foundry Division),

ii) Shri Ramesh Jayaswal (DIN 00249947), Joint Managing Director and Chief Executive Officer (Steel Plant Division),

iii) Shri P. K. Bhardwaj (DIN 03451077) , Executive Director and CFO,

iv) Shri Megh Pal Singh (DIN 02635073), Executive Director (Steel) and Chief Operating Officer (Steel Plant Division) and

v) Shri Ashutosh Mishra (Membership No. A-23011), General Manager (Company Secretary and Compliance Officer).

Board Evaluation

The Board of Directors of the Company is committed to get its performance evaluated in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established the process for evaluation of performance of Directors including Independent Directors, the Board and its Committees. The evaluation of performance of Executive Directors is done by Independent Directors.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria and process for performance evaluation of the Non-Executive Directors and Executive Directors through questionnaire to judge the knowledge to perform the role, time and level of participation, performance of duties, professional conduct, independence etc. The appointment/re-appointment/ continuation of Directors on the Board shall be based on the outcome of evaluation process.

During the year under review as per the policy for the performance evaluation, formal evaluation of performance of Directors including Independent Directors, the Board and its Committees was made by the Independent Directors and the Nomination and Remuneration Committee in their respective meetings and the evaluation result was placed before the Board for its information and consideration.

Remuneration Policy

The Company has a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and for determination of their remuneration. The Nomination & Remuneration Policy details are stated in the Corporate Governance Report.

Meetings

During the year 6 (Six) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

RELATED PARTY TRANSACTIONS:

During the period under review, all related party transactions that were entered were on an armâs length basis and were in the ordinary course of business. As a matter of abundant precaution the transactions between the Company and one of its related parties M/s. NSSL Private Limited during the financial year 2017-18 has been duly approved/ ratified by the shareholders of the Company as it has exceeded the limits prescribed under Section 188 of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions duly approved by the Board on the recommendation of the Audit Committee has been posted on the Companyâs website.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as âAnnexure Bâ and forms part of this report.

6. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended in respect of employees of the Company forming part of Directorsâ Report is given in âAnnexure Fâ to this Report.

7. SUBSIDIARY COMPANY AND ASSOCIATE COMPANY:

During the period under review, the Company did not have any Subsidiary Company. Further, Statement in respect of Maa Usha Urja Limited, an Associate Company under Section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014 in Form AOC-1, is attached as âAnnexure Câ and forms part of this report.

The Company has formulated a policy for determining âmaterial subsidiariesâ and the said policy has been posted on the website of the Company.

Weblink - http://www.necoindia.com/wp-content/uploads/2016/08/Policy-on-Material-Subsidiaries.pdf

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

9. CORPORATE GOVERNANCE REPORT:

The report on Corporate Governance as stipulated under Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with the requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is appended and forms a part of this report.

10. RISK MANAGEMENT:

The Company has a Risk Management framework in place to identify, assess, monitor and mitigate various risks to the business. It has framed and adopted the Risk Management Policy and the Risk Management Plan.

The Risk Management Committee and the Board periodically review the Companyâs risk assessment and minimization procedures to ensure that Management identifies and controls risks through a properly defined framework. The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

The Risk Management Committee and the Board considered and took note of the steps taken during the Financial Year 2017-18 by the Company under the Risk Management Plan to manage and mitigate the identified risks.

11. VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism Policy are made available on the Companyâs website www.necoindia.com and have also been provided in the Corporate Governance Report forming part of this Report.

12. DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 134 (3) (c) of the Companies Act, 2013, your Directors confirm and state:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit and loss of the Company for the year ended on that date;

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 financial statements have been prepared on a going concern basis;

e. that proper internal financial controls have been in place and that the internal financial controls are adequate and have been operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws have been in place and are adequate and operating effectively.

13. INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year, such controls were operating effectively.

14. EXTRACT OF ANNUAL RETURN:

The particulars forming part of the extract of the Annual Return in Form MGT - 9 is attached as âAnnexure Dâ and forms a part of this report.

15. AUDITORS:

The Joint Statutory Auditors M/s. Pathak H. D. & Associates, Chartered Accountants, Mumbai, and M/s. Naresh Patadia & Co., Chartered Accountants, Nagpur hold office for the period of 5 years from the Annual General Meeting (AGM) held on 29th September, 2016 and the Annual General Meeting (AGM) held on 27th September, 2017 respectively (Subject to ratification by the members at every Annual General Meeting, if required, under the prevailing Law from time to time).

The Board of Directors recommend the appointment of M/s. Pathak H. D. & Associates, Chartered Accountants, Mumbai and M/s. Naresh Patadia & Co., Chartered Accountants, Nagpur, as the Joint Statutory Auditors of the Company for the ratification by the members at the ensuing Annual General Meeting of the Company.

The Company has received consent letters/ certificates from the Joint Statutory Auditors to the effect that their appointments, if made are within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified.

16. COST AUDITOR:

In pursuance of Section 148 of the Companies Act, 2013, your Directors appointed M/s. Manisha & Associates, Cost Accountants, Nagpur to conduct the Audit of the Cost Accounting records for the financial year 2017-2018.

The Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 12th February, 2018 has re-appointed M/s. Manisha & Associates as the Cost Auditors of the Company, to conduct the Audit of the Cost Accounting records for the financial year 2018-2019 on the remuneration of Rs. 1,25,000/- plus applicable taxes and reimbursement of out of pocket expenses at actuals. As required under Section 148 (3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is to be ratified by the shareholders. Therefore, the Board of Directors recommend the remuneration payable to M/s. Manisha & Associates, Cost Auditors for the financial year 2018-19 for the ratification by the Members in the ensuing Annual General Meeting.

17. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board appointed M/s. R. A. Daga and Co., Company Secretaries, Nagpur to conduct Secretarial Audit for the financial year 2017-18.

The Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 12th February, 2018 has re-appointed M/s. R. A. Daga and Co., Company Secretaries, Nagpur to conduct Secretarial Audit for the financial year 2018-19 on the remuneration of Rs. 40,000/- plus out of pocket expenses at actuals.

The Secretarial Audit Report for the financial year ended 31st March, 2018 in Form MR-3 is attached as âAnnexure Eâ and forms part to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future. However, the other significant and material orders passed by the Regulators/Courts/Tribunals have been covered under points 3 (C) - Restructuring of Term Loans, 3 (D) -Projects and 20 (2) of this Report.

19. GENERAL:

Your Directors state that during the year under review:

1. The Company had no deposits covered under Chapter V of the Companies Act, 2013.

2. Corporate Ispat Alloys Limited (CIAL) had filed Company Petition No.11 of 2015, before the Honâble Bombay High Court, Nagpur Bench Nagpur against the Company with a prayer that Company should be wound up as Company has failed to pay an amount of Rs. 1,02,26,78,728/- as the same being admitted and acknowledged by the Company. Company has disputed the allegations leveled by CIAL and has challenged the maintainability of the Winding-up Petition, and also took defence that identical issues are pending before Learned Arbitrator Justice Shri V. C. Daga (Retd.) who is adjudicating various disputes arising out of Indenture of Family Settlement (including the dispute pertaining to Rs. 1,02,26,78,728/-) executed between the members of Jayaswal Family covering its Group Companies since 2011 onwards.

Hearing in the matter has been completed and the Petition is closed for orders. Petition is not yet admitted.

Further the Company has also filed a civil suit claiming a sum of Rs. 70027.00 lacs from CIAL, towards loss suffered by it due to delay/withholding the merger/ demerger of the Strip Mill Division of CIAL with a mala-fide intention which is pending before the Honâble Civil Judge Senior Division, Nagpur.

3. There were a few cases of prosecutions against the Company, some of its Directors and employees under the Companies Act, 1956. The said offences have been compounded by the Honâble National Company Law Tribunal (NCLT) /Regional Director(RD) and also disposed of from the respective Courts on the basis of Compounding.

4. No cases have been filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.There has been no incidence/complaint related to sexual harassment of women at workplace during the period under review.

5. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

20. ACKNOWLEDGEMENTS:

Your Directors place on record, their sincere appreciation and gratitude for all the co-operation extended by Government Agencies, Bankers, Financial Institutions, Business Associates and Shareholders. The Directors also record their appreciation for the dedicated services rendered by all the Executive Staff and Workers of the Company at all levels in all units and for their valuable contribution in the working of the Company.

For and on behalf of Board of Directors

Date: 30th April, 2018 Arbind Jayaswal P.K. Bhardwaj

Place: Nagpur Managing Director & CEO Executive Director & CFO

(Foundry Division) (DIN: 03451077)

(DIN: 00249864)

Mar 31, 2015

Dear Members,

The Directors are pleased to present their 42nd Annual Report on the affairs of the Company together with the Audited Financial Statements for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

The summarized financial results for the year vis-a-vis the previous year are as follows:

(Rs. in crore)

Particulars 31.03.2015 31.03.2014

Revenue from Operations (Gross) 3356.28 3534.35

Revenue from Operations (Net) 3024.27 3161.05

Other Income 17.37 10.32

Total Revenue 3041.64 3171.37

Operating Expenses 2665.00 2770.12

EBIDTA 376.64 401.25

Interest and Financial Charges 184.85 173.38

Depreciation and Amortization Expenses 82.84 115.72

Exceptional Item 91.61 -

Profit before tax 17.34 112.15

Tax Expenses 15.37 48.85

Profit after Tax carried to Balance Sheet 1.97 63.30

Your Company has not carried any amount to reserves and the amount of Profit after tax of Rs.1.97 crore has been carried to Balance Sheet as Surplus.

2. DIVIDEND :

Due to inadequacy of profits your Directors regret their inability to recommend declaration of dividend for the year to the Members of the Company.

4. AUDITORS REPORT:

Auditors Report on the financial statements of the Company for the year ended 31st March, 2015 is self explanatory save a Qualified Opinion which has been specified here in below along with the Board's explanation thereto:

AUDITOR'S COMMENT/QUALIFICATION

In the paragraphs titled "Qualified Opinion" and "Basis for Qualified Opinion" in the Independent Auditor's Report read with Note No. 12.11 to the Standalone Financial Statements 2014-15, the Auditor's have commented that "no adjustment has been made in the value of mining assets" related to the three cancelled coal blocks of the Company located at Gare Palma IV/4 and Gare Palma IV/8- Raigarh, Chhattisgarh and Moitra- North Karanpura, Jharkhand.

EXPLANATION TO AUDITOR'S COMMENT/ QUALIFICATION

Your Directors submit the following explanation to the above comments/qualified opinion of the Auditors:

i. That the Humble Supreme Court of India by its Order dated 24th September, 2014 had cancelled number of coal blocks allotted to various entities which included three coal blocks of the Company consisting of one operational coal block at Gare Palma IV/4, Raigarh, Chhattisgarh and two under development coal blocks at Gare Palma IV/8, Raigarh, Chhattisgarh and Moitra at North Karanpura, Jharkhand allotted by the Ministry of Coal, Government of India.

ii. That subsequently, the Government of India, issued Second Ordinance on 26th December, 2014 for implementing the order of the Humble Supreme Court and fixation of Compensation etc.

iii. That the above mines of the Company were allotted to other bidders in the e-auction, of the Schedule II (Operational) and Schedule III (Under Advanced Development Stage) of the coal blocks, conducted by the Nominated Authority, Ministry of Coal, Government of India.

iv. That the Company had filed a Writ Petition (WP) before the Hon'ble Delhi High Court, challenging the provisions of above Ordinance and Tender process. The Hon'ble Delhi High Court was pleased to issue Notice to the Central Government (Union of India) on its WP. Subject to outcome of the WP, no adjustment was made in the value of the mining assets by the Company as the value of compensation to be received could not be determined at that stage. In the opinion of your Directors the losses/gains, if any on account of transfer of mining assets would be recognized as and when determined.

Your Directors wish to inform that as on 30th June, 2015, the Company's net investment in the value of mining assets in the three coal blocks was Rs. 22013.39 lacs and it had also made provision for Rs. 2694.95 lacs for site restoration expenses.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, Shri D. K. Sahni (DIN 00131269) and Smt. Raji Nathani (DIN 06945777) were appointed as Additional Directors (Independent) w.e.f. 11th August, 2014. Members at the 41st Annual General Meeting of the Company, under Section 149, 152 read with Schedule IV of the Companies Act, 2013 have appointed Shri S.N. Singh (DIN 00398484), Shri D. K. Sahni (DIN 00131269) and Smt. Raji Nathani (DIN 06945777) as Director (Independent) for the period of 2(Two) years ending 21st September, 2016 and also appointed Shri B. K. Agrawal (DIN 01223894) as Director (Independent) for a period of 5 (Five) years ending 21st September, 2019. Further, IDBI Bank Limited has withdrawn the nomination of Shri Rakesh Awasthi and appointed Shri Pradip Kumar Das (DIN 06593113) as its nominee w.e.f. 16th August, 2014.

Pursuant to provisions of Section 149 and 161 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors of the Company appointed Shri Arvind Iyer (DIN 01375173) as Additional Director (Independent) w.e.f. 13th November, 2014. Shri Megh Pal Singh (DIN 02635073) was appointed as Additional Director as well as Executive Director (Steel) subject to approval of Members in General Meeting. Further, Shri Madan Mohan Vyas (DIN 00399012), was subject to approval of Members in General Meeting, appointed as Director (Independent) w.e.f. 12th February, 2015 for 2(Two) years. Except the above, no other changes took place in the Board of Directors of the Company and the Board was duly constituted.

During the year under review, Shri A.D.Karajgaonkar ceased as the Company Secretary due to superannuation and Shri Ashutosh Mishra was appointed as the Company Secretary w.e.f. 30th April, 2014.

According to Section 161 of the Companies Act, 2013, Shri Arvind Iyer and Shri Megh Pal Singh will hold the office of Additional Director up to date of ensuing Annual General Meeting.

The Company has received requisite notices in writing from Members under Section 160 of the Companies Act, 2013 proposing the candidature of Shri Arvind Iyer as an Independent Director for a term of 2 (Two) years commencing from 13th November, 2014, Shri M. M. Vyas as an Independent Director for a term of 2 (Two) years commencing from 12th February, 2015 and Shri Megh Pal Singh as Executive Director (Steel) for a period of 3 (Three) years w.e.f. 13th November, 2014. The Board recommends the appointments as aforesaid in the interest of the Company.

Shri Arbind Jayaswal(DIN 00249864), Managing Director and Shri Ramesh Jayaswal (DIN 00249947), Joint Managing Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Necessary information on the Directors seeking appointment, reappointment is given in the Notice of the ensuing Annual General Meeting.

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

Pursuant to Section 203 of the Companies Act, 2013 and rules made there under, the Board of Directors of the Company in its meeting held on 30th April , 2014 has noted/appointed the following persons as Key Managerial Personnel of the Company:

i) Shri Arbind Jayaswal, Managing Director,

ii) Shri Ramesh Jayaswal, Joint Managing Director,

iii) Shri P K Bhardwaj, Executive Director and CFO, and

iv) Shri Ashutosh Mishra, Company Secretary.

Board Evaluation

The Board of Directors of the Company is committed to get its performance evaluated in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established the process for evaluation of performance of Directors including Independent Directors, the Board and its Committees. The evaluation of performance of Executive Directors will be done by Independent Directors. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria and process for performance evaluation of the Non-Executive Directors and Executive Directors through questionnaire to judge the knowledge to perform the role, time and level of participation, performance of duties, professional conduct, independence etc. The appointment/re- appointment/continuation of Directors on the Board shall be based on the outcome of evaluation process.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee adopted a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The Nomination & Remuneration Policy details are stated in the Corporate Governance Report.

Meetings

During the year 5 (Five) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchanges.

RELATED PARTY TRANSACTIONS:

During the period under review all related party transactions that were entered were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions duly approved by the Board on the recommendation of the Audit Committee has been posted on the Company's website.

6. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is attached as "Annexure B" and forms part of this report.

7. PARTICULARS OF EMPLOYEES :

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company forming part of Directors' Report is not annexed to the Annual Report but will be provided to the members upon request. In terms of Section 136 of the Act, the Directors Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any Member, if interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

8. SUBSIDIARY COMPANY AND ASSOCIATE COMPANY :

Statement in respect of Jayaswal Neco Urja Limited, a Subsidiary Company and Maa Usha Urja Limited, an Associate Company under Section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014 in Form AOC-1, is attached as -Annexure C" and forms a part of this report.

The Company has formulated a policy for determining 'material subsidiaries' and the said policy has been posted on the website of the Company.

Web link :

http://www.necoindia.com/wp-content/uploads/2015/08/Policy-on- Material-Subsidiaries.pdf

JAYASWAL NECO URJA LIMITED (JNUL)

JNUL has not yet started any commercial activity and as such there was no income from the operations. During the year under review, the Company has earned an interest income of Rs. 18,739 as compared to Rs. 5,84,854 for the previous year. The expenditure for the year under review was of Rs. 1,68,60,498 as compared to Rs. 1,21,98,219 for the previous year. The project to be set up by the Company is on hold by the management in view of adverse scenario in the Power sector.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 ("the Act") and the relevant Accounting Standards, Consolidated Financial Statements of the Company and its Subsidiary have been prepared and forms part of the Annual Report.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

10. CORPORATE GOVERNANCE REPORT :

The report on Corporate Governance as stipulated under the Clause 49 of the Listing Agreement with the Stock Exchanges along with the requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is appended and forms a part of this report.

11. RISK MANAGEMENT :

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

Your Board has approved a Risk Management Policy to ensure efficient and effective assessment and management of risk in the achievement of the objectives of the Company on an ongoing basis.

Your Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and effective manner. Your Board has approved a comprehensive Risk Management Plan in order to manage the identified risks more efficiently. In the management of the risks the probability of risk assumption has been estimated with available data and information and appropriate risk treatments worked out in the identified risk areas. Risk mitigation measures have been recommended with an aim to reduce the loss or injury arising out of various risk exposures. The key risks covered in the Risk Management Plan are as under:

i. Competition

ii Fluctuations in Foreign Exchange

iii. Inflation and Cost Structure

iv. Economic Environment and Market Conditions

v. Technological Obsolescence

vi. Quality and Project Management vii. Political Environment

viii. Environmental Risk Management

ix. Legal Risk

The objective of your Company in framing the Risk Management Policy and adopting a Risk Management Plan is to manage and ultimately to achieve a substantial reduction in the Company's risk exposure and to maintain it at an acceptable level.

12. VIGIL MECHANISM/WHISTLE BLOWER MECHANISM :

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism policy are made available on the Company's website www.necoindia.com and have also been provided in the Corporate Governance Report forming part of this Report.

13. DIRECTORS RESPONSIBILITY STATEMENT :

As required under section 134 (3) (c) of the Companies Act, 2013, your Directors confirm and state:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

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 financial statements have been prepared on a going concern basis;

e. that proper internal financial controls have been in place and that the internal financial controls are adequate and have been operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws have been in place and are adequate and operating effectively.

14. INTERNAL FINANCIAL CONTROL SYSTEMS :

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

15. EXTRACT OF ANNUAL RETURN :

The particulars forming part of the extract of the Annual Return in form MGT 9 is attached as "Annexure D" and forms a part of this report.

16. AUDITORS :

M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai and M/s. Agrawal Chhallani & Co., Chartered Accountants, Nagpur, the Auditors of the Company, hold office for the period of 2 years and 3 years respectively from the last Annual General Meeting (AGM) held on 22nd September, 2014 subject to ratification of their appointment at every AGM.

The Board of Directors recommend the appointment of M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai and M/s. Agrawal Chhallani & Co.,Chartered Accountants , Nagpur as the statutory auditors of the Company for the ratification by the members as required above at the ensuing Annual General Meeting of the Company.

The Company has received consent letters/ certificates from both the statutory auditors to the effect that their appointments are within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified.

17. COST AUDITOR :

In pursuance of Section 148 of the Companies Act, 2013, your Directors appointed M/s. Manisha & Associates, Nagpur to conduct the Audit of the Cost Accounting records for the financial year 2014-2015.

The Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 29th May, 2015 has reappointed M/s. Manisha & Associates, Nagpur as the Cost Auditor of the Company, to conduct the Audit of the Cost Accounting records for the financial year 2015-2016 on the remuneration of Rs. 1,25,000/- plus service tax and reimbursement of out of pocket expenses at actual. As required under Section 148 (3) of the Companies Act, 2013 read with rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is to be ratified by the shareholders. Therefore a resolution seeking the shareholders approval to the remuneration payable to M/s. Manisha & Associates, Cost Auditors for the financial year 2015-16 is included at item no. 8 of the Notice convening the ensuing Annual General Meeting.

18. SECRETARIAL AUDITOR :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s. R. A. Daga and Co, Company Secretaries, Nagpur to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March , 2015 in Form MR-3 is attached as "Annexure E" and forms a part to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

19. GENERAL :

Your Directors state that during the year under review:

1. The Company had no deposits covered under Chapter V of the Companies Act, 2013.

2. Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from its subsidiary.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future except the coal blocks cancellation by the order of the Hon'ble Supreme Court details of which is covered in this report under the head "De-allocation of Coal Blocks". 4. No cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

20. ACKNOWLEDGMENTS:

Your Directors place on record, their sincere appreciation and gratitude for all the co-operation extended by Government Agencies, Bankers, Financial Institutions, Business Associates and Shareholders. The Directors also record their appreciation for the dedicated services rendered by all the Executive Staff and Workers of the Company at all levels in all units and for their valuable contribution in the working of the Company.

For and on behalf of Board of Directors

Date: 12th August, 2015

Besant Loll Shaw

Place : Nagpur Chairman

(DIN:00249729)

Mar 31, 2014

Dear Members,

The Directors are pleased to present their 41st Annual Report on the affairs of the Company together with the Audited Balance Sheet as at 31st March, 2014, and the Profit and Loss Account for the year ended on that date. The summarized financial results for the year vis-a-vis the previous year are as follows:

(Rs. in Crores)

Particulars 31.03.2014 31.03.2013

Revenue from Operations (Gross) 3534.35 2854.52

Revenue from Operations (Net) 3161.05 2549.24

Other Income 10.32 11.78

Total Revenue 3171.37 2561.02

Operating Expenses 2770.12 2234.89

EBIDTA 401.25 326.13

Interest and Financial Charges 173.38 180.62

Depreciation and Amortization Expenses 115.72 96.68

Profit before tax 112.15 48.83

Tax Expenses 48.85 20.18

Profit after Tax carried to Balance Sheet 63.30 28.65

Due to funding of the projects under execution the Directors regret their inability to recommend declaration of dividend this year to the Members of the Company.

2. MANAGEMENT DISCUSSION AND ANALYSIS:

A] Share Capital:

The Company during the year has allotted 10,14,49,600 Equity Shares of Rs. 10/- each out of which 6,88,00,000 Equity Shares of Rs. 10/- each has been issued for cash at a premium of Rs. 15/- per share on preferential basis to promoter Group Companies and others to cater the equity requirements for the under implementation expansion projects and remaining 3,26,49,600 Equity Shares have been issued as Purchase Consideration pursuant to the Scheme of Arrangement for merger of the Steel Division (Demerged Undertaking) of Corporate Ispat Alloys Limited with the Company. All the new shares issued are listed on BSE Limited and National Stock Exchange of India Limited. Besides this during the financial year 2014-15 to further augment the requirement of funds for the under implementation projects till date the Company has raised further share capital through preferential issue route by way of issue of 4,00,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 15/- per share to certain Promoter Group entities and other entities.

B] Financial Performance:

Your Directors are pleased to inform that the Company''s performance for the year under review has improved significantly vis-a-vis the previous year. The Gross turnover for the year is Rs. 3534.35 Crores which is around 24% higher than the previous year''s Rs.2854.52 Crores. Major contributors in increasing the Turnover in comparison with previous year''s level are larger volumes of production and sales of Rolled Products, Pig Iron and Billets in the Steel Plant Division due to improved productivity. The Net Profit after tax for the year stood at Rs.63.30 Crores registering a growth of approx. 121% over the previous year''s Net Profit of Rs. 28.65 Crores. During the year, the Networth of the Company has increased to Rs.2124 Crores from Rs. 1806 Crores in the previous year, mainly on account of preferential issue of shares, the consequent accretion to Securities Premium Account and increase in Net Profit. Segment wise performance for the year under review is as under.

i) Steel Plant Division:

Despite the challenging market scenario and facing several odds, the performance of this Division during the year under review was significantly better than the previous year. The total Segment revenue registered by this division during the year reached to Rs. 2796.23 Crores as compared to Rs. 2131.25 Crores of the previous year, registering an increase of around 31%.

During the year under review the steel division remained focused on increased production and sale of value added Finished Rolled products mainly in Alloy Steel, Steel Billets, Pig Iron and Sponge Iron and in Captive Power Generation.

The capacity utilizations of the Steel Melt Shop and the Sponge Iron Plant during 2013-14 was at around 87% and 86% respectively as against around 70% and 81% in the previous year. The capacity utilisation of the Rolling Mill also improved to about 81% in 2013-14 from 54% in 2012-13 due to improved demand from the end-user industries.

The share of metallics i.e pig iron and sponge iron sales, stood at about 35% in 2013-14, due to the increase in in-house consumption of the same for the production and sales of the value added finished long rolled products. Higher proportion of finished rolled products in the total sales mix has improved the extent of value addition and the company''s profitability.

ii) Castings Division:

The Automotive and centrifugal castings sub-divisions together account for 79% of the total foundry revenues and the remaining 21% revenues accrues from engineering and construction casting sub-divisions. During the year 2013-14 the slowdown in the demand from the end user industries affected the performance of the Iron and Steel Castings Division. Consequently, the production in Casting Division of the Company was lower by 13% as compared to previous year''s level. The Division continued its drive to focus on the key elements of better productivity, cost rationalization and high quality of castings.

Although the profit margins of the casting business improved in the Financial Year 2013-14 after witnessing a declining trend in the previous couple of years, the revenues from the foundry division reported a drop to Rs. 392.5 crore from Rs. 436.5 crore in the Financial Year 2012-13. The Company''s foundry division has added automatic moulding lines in the Automotive Casting Division (ACD). It is expected to result in increase in turnover of the foundry division in the current financial year.

The Centrifugal and Construction Castings sub-division are engaged in the production and sales of Sanitary Castings- Drainage Pipes and Fittings, Manhole Covers etc. This division was the market leader in this segment but due to the problems being faced by the Housing and Construction sector and with the availability of cheaper low grade alternative product the Cast Iron Pipes production and sales too have shrunk. Still the Company is hopeful that the production and sales of this division will go up in the near future.

C] Scheme of Arrangement:

During the period under review, Nagpur Bench of Hon''ble High Court, Bombay, has approved the Scheme of Arrangement for the merger of Steel Division of Corporate Ispat Alloys Limited (CIAL) with the Company. The said Scheme became effective from 20th November, 2013 being the date of filing of the order of the Hon''ble High Court with Registrar of Companies, Maharashtra, Mumbai with the Appointed Date of 1st April, 2008.

Pursuant to the Scheme, as Purchase Consideration the Company has issued 3,26,49,600 Equity Shares of Rs. 10/- each credited as fully paid-up to the eligible shareholders of the CIAL.

Upon implementation of the Scheme, all the immovable and movable properties of the Steel Division of CIAL together with the liabilities and all the privileges, entitlements, benefits, rights and obligations and all other matters forming a part of and belonging to the Steel Division of CIAL with effect from the Appointed Date became an integral part of Company as set out in the Scheme of Arrangement.

D] Projects:

As the Members are aware, the Company with a view to rationalize costs, monetize the benefits of captive mines, increase the extent of value addition in the long product segment, is in the process of setting up of various facilities in the States of Chhattisgarh and Jharkhand.

The Company has also undertaken need based additional revamping and modification schemes to achieve smooth operations of some of the existing facilities at Raipur and enhancement in the capacity of the Automotive Casting Division at Nagpur. Briefly, the status of various under implementation projects is as under:

1. INTEGRATED STEEL PLANT EXPANSION:

The Facilities being implemented are as follows:-

a. Steel Melt Shop and Rolling Mill:

This is Company''s one of the key value added projects. The Company is enhancing its Steel Melt Shop and Rolling Mill capacities by 4.50 Lac TPA and 3.50 Lac TPA respectively. The Company would be in a position to produce Alloy Steel Bars for Automotive Components, Industrial Uses and Medium Structurals for Transmission Line Towers, Industrial and Housing Applications.

The Construction of the Project is in advanced stage. The deliveries of all the equipments have been completed. Equipment erection work is in advance stages. The civil and structural work has been almost completed.

b. Coal and Iron Ore Mines Development:

This part of the project is aimed at development and expansion of Coal Mines at Gare Palma IV/4 Non Coking Coal Block for expansion in capacity from 4.80 Lacs MTPA to 10.00 Lacs MTPA.

The Company is also developing its Gare Palma IV/8 Non Coking Coal Block at Raigarh with capacity of 12 Lacs MTPA.

The Company is developing its Moitra Coking Coal Block near Hazaribagh in Jharkhand with capacity of 10 Lacs MTPA. The Company has so far acquired about 235.28 Acres of land for the purpose.On becoming operational, the coking coal extracted and washed from this coal block will be blended with imported coal at the Company''s coke oven plants at Raipur to produce Low Ash Metcoke for use as Fuel feed in the Blast Furnace. It will help in lesser import of coking coal.

The Company is also developing its Iron Ore Mines at Laindongri and Devpura in Chhattisgarh.

The clearances from the concerned statutory authorities are being organized concurrently and the development and implementation work are under progress.

c. Sponge Iron and Power Plant:

The Company is implementing this project comprising of 3.0 Lacs MTPA DRI Plant (Sponge Iron Plant) and Captive Power Plants in Bilaspur district. This is a Green field Project. Land acquisition is almost completed and the procurement activities are in process. All the statutory clearances for this project have been received and it is under implementation.

2. IRON ORE PELLETISATION PLANT:

The Company is setting up 12 Lacs MTPA Iron Ore Pelletisation Plant in the existing Integrated Steel Plant complex at Raipur. The progress of this project is as per schedule. Low cost dump fines of Iron Ore are adequately available at Mines and other sites which can be used for pelletisation. This would help in extensive use of fines into pellets that will replace sized ore and thereby reduce their cost for production of Sponge Iron and hot -metal and ultimately cost of finished steel.

3. DE-BOTTLENECKING AND AUGMENTATION OF FACILITIES PROJECT AND OTHER SPECIFIC CAPEX SCHEMES:

The Company has undertaken de-bottlenecking of some of its existing facilities and modifications in its Steel Plant Division at Raipur and Automotive Castings units at Nagpur to improve the overall productivity and operations of the plants. Almost all the ordered equipments have been received at site and erected. The progress of the projects is going on as per schedule and is nearing completion.

In addition, certain need based capital expenditure schemes at its Steel Plant Division, Raipur are under advance stages of implementation which will facilitate smooth operations of the plants, help to reduce the process time, dependence on the hired equipments, minimize idle time and break-downs.

The Company is also implementing Bright Bar Making facility at the Integrated Steel Plant Division Raipur. It is a forward integration project which will lead to further value addition to the Rolled Products.

The implementation of the schemes are going on as per schedule.

E) Outlook :

The slowdown in growth which set in during FY 2012-13 continued in the year 2013-14. Many factors like political uncertainties, continued inflationary pressures, adverse fiscal situation, and administrative policy paralysis coupled with the influence of subdued external demand decelerated the GDP as well as the IIP growth during last fiscal. In FY 2013-14, India''s GDP increased by just 4.96% which is the lowest in a decade. The GDP growth rate fell sharply on the back of substantial moderation witnessed in the services sector. During the FY 2013-14 the economic activity continued to exhibit a slow recovery, resulting in marginal incremental growth in GDP during the year. According to analysts, India''s GDP is poised to accelerate to 5.5 per cent in 2014-15 on the back of improved performance in industry and services but it may take some time for the country to reach its potential growth rate. India is the fourth largest crude steel producer in the world, and is one of the leading producers of pig iron and the largest producer of sponge iron in the world. Steel manufacturing infrastructure in the country is well developed and consists of integrated steel mills as well as primary steel mills manufacturing a variety of semi-finished and finished steel products.

However, despite this growth in steel sector, the domestic consumption is yet to pick up. The consumption of per capita steel in the country stands at 55 kg per annum while the world average is 215 kg per annum. Consumption in rural sector is even low, and stands at close to 10 kg per annum.

Indian steel demand is also expected to track GDP growth supported by some easing in the interest rate cycle, and consequent push in demand of the automotive and auto components sector. Regulatory authorities are faced with a daunting task to contain spiraling inflation, to consolidate rupee against major foreign currencies, Law and order problems, stringent regulatory procedures and political pressures which culminate into disruption of the various industrial activities.

Current slowdown in pig iron and sponge iron segment is expected to continue in the immediate future as steel demand from the construction sector and the automobile sector - two of the major consumers of steel - remains relatively subdued. However, steel demand from construction sector is expected to pick up on the back of orders from large construction and infrastructure projects cleared by the Government. Also, with economic growth expected to pick up in the later years ( FY 2015-16 and onwards) and with the expected increase in demand from the automotive sector the steel and the consequent derived pig iron and sponge iron demand is expected to pick up. Further with the commencement of the new Steel Making facilities of the Company by the next year, the sale of pig iron and sponge iron would substantially reduce as the same would be captively consumed in upcoming Steel Making facility of the Company.

With the additional capacities being created by the Company in finished steel making in the long products segment, adoption of various austerity measures and other efforts; the Company is trying to improve its performance weathering the adverse conditions.

On its captive Iron Ore and Coal Mines and other expansion projects becoming fully operational, the Company is slated to become one of the lowest cost producers in the Integrated Steel Plant category in the Country. Further the Company is also aided by the fact that its Integrated Steel Plant is located in the belt where large suppliers of iron ore are located nearby in the home State of Chhattisgarh and neighbouring State of Orissa.

Analysts are of the opinion that the GDP growth is expected to rise further in 2015-16 as the gradual recovery in the advanced economies will bolster external demand and government actions are likely to remove some structural bottlenecks impeding industry and investment. The pick-up will be aided by implementation of stalled projects, debottlenecking of the mining sector etc.

Sustained economic recovery will have to be led by improved investment and consumption.

F) Concerns:

After a long phase of weakening Rupee against Dollar now consolidation is very much needed in order to avert an adverse impact on the procurement of imported coking coal. However with the recent stability in rupee position and reduction in international coking coal prices the scenario has improved. Law and order problems in Iron Ore Mining belts in Chhattisgarh is another concern not only for the Company but for the economy as a whole; creating serious problems for governmental and social machineries. This has already delayed operationalisation of the Iron Ore Mines of the Company in those regions. Nevertheless, all efforts to start those Mines are being made.

The Company is exploring all possible ways and means including legal courses with the Government to get the Iron Ore mining rights.

G) Internal Control Systems:

The Company has a risk focused; Internal Control System to analyze and report to the management on the day- to-day operations of the Company. Efforts are being made to continuously strengthen it further. The Company is, in tune with the growing size of the business, in the process of further strengthening systems that improve the MIS and intenral controls in respect of day-to-day operations of the Company. The Company also envisaged further strengthening of its Internal Audit Department.

H) Industrial Relations:

Industrial Relations in all the Divisions of the Company remained cordial and harmonious. During the year, average number of persons working in the Company was about 8200 approximately.

I) Corporate Social Responsibility:

Corporate Social Responsibility for the Company entails much more than social outreach programmes and is an integral part of the way the Company conducts its business. As a part of its social responsibility and as a good corporate citizen, the Company regularly undertakes various programmes with a view to promote and protect a congenial and eco-friendly atmosphere in and around the plants and mines and to serve and contribute to the welfare of the society in general. Some of the activities it has taken up in about 43 Gram Panchayat areas around the plants and in mining areas during the year under review are as under : i) Health check-up and blood donation camps, free medical counseling and distribution of medicines, conducting eye check up camps, distributing spectacles in the far flunged areas, providing beds and furniture to hospitals in remote areas.

ii) Provision of drinking water through bore wells and water tankers during summer season, undertaking repair work of hand pumps, water treatment of wells.

iii) Granting educational support and scholarships, provision of books and study materials and other facilities like school bus, temporary teachers and uniforms for the welfare of the children, workers, their families and residents of the surrounding villages.

iv) Development, beautification and maintenance of roads and prominent landmarks in the regions, sponsoring sports, cultural and religious events in the nearby villages.

v) Activities of tree plantation, development of parks and gardens.

vi) Adoption of Adivasi girls for nursing training and boys for ITI training and general up-liftment of the underprivileged children, women and the poor.

vii) Sponsored ten schools in remote Vanwasi Areas under Ekal Vidyalaya Scheme.

viii) Undertaking deepening and widening of existing ponds in and around coal mines area, provision of irrigation facility to the villagers, construction of seating arrangement, roads, lavatories and flooring work.

ix) Active Participation in Various Socio-Cultural Events and Promotion of Traditional Art and Culture.

x) Providing financial assistance for organizing cricket and football tournaments in the villages near to the Iron Ore mines.

xi) Providing Barricades to for Safety Traffic Awareness in the mines area.

In tune with the provisions of Section 135 of the Companies Act, 2013, the Company has formed a Corporate Social Responsibility Committee (CSR Committee) of the Board, comprising three directors including an Independent director. The Committee has been entrusted with the responsibility inter-alia to formulate the CSR policy and plan expenditure on CSR activities.

3. AUDITORS REPORT:

Auditors Report on the financial statements of the Company for the year ended 31st March, 2014 is self explanatory and does not require any further clarifications from the Board.

4. DIRECTORS:

During the period under review, Shri Satyendra N. Singh was appointed as Additional Director w.e.f 10th February, 2014. Further, IDBI Bank Limited has nominated Shri Rakesh Awasthi in place of its existing nominee Shri Sanjiv Kumar Sachdev on the Board of the Company w.e.f. 26th March, 2014.

During the year under review, Shri Arbind Jayaswal, Managing Director and Shri Ramesh Jayaswal, Joint Managing Director of the Company were re-appointed on enhanced remuneration for a period of 3 years w.e.f. 1st January, 2014. Shri P.K. Bhardwaj, Executive Director and CFO of the Company was also re-appointed on enhanced remuneration for a period of 3 years w.e.f. 25th February, 2014. The Managing Director, Joint Managing Director as well as Executive Director and CFO will be the directors retiring by rotation.

During the year under review Export Import Bank of India has withdrawn their nominee Shri. Nirmit Ved from the Board of the Company w.e.f. 10th January, 2014.

Except the above, no other changes took place in the Board of Directors of the Company and the Board was duly constituted.

Shri Satyendra N. Singh shall hold office as an Additional Director till the conclusion of the ensuing Annual General Meeting (AGM). The Company has received requisite notice in writing from a member under Section 160 of the Companies Act, 2013 proposing the candidature of Shri Satyendra N. Singh for the office of Director. The Board recommends his appointment as an Independent Director for 2 (Two) consecutive years w.e.f. the date of ensuing AGM. Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Shri B.K. Agrawal, the existing Independent Director of the Company is to be re-appointed as an Independent Director for the fresh term. The Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 proposing the candidature of Shri Agrawal for the office of Director. The Board recommends his appointment for the approval of shareholders as an Independent Director for 5 (Five) consecutive years w.e.f. the date of ensuing AGM. Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and based on the notices in writing from members under Section 160 of the Companies Act, 2013, your Board recommends the appointment of Shri Darshan Kumar Sahni and Smt. Raji Nathani as Independent Directors of the Company for 2 consecutive years each w.e.f. the date of ensuing AGM.

Shri Basant Lall Shaw, Non Executive Director of the Company retire by rotation at the ensuing Annual General Meeting and offers himself for re-appointment. Necessary information on the Directors seeking appointment, re- appointment is given separately in the Notice for the ensuing Annual General Meeting.

5. ADDITIONAL INFORMATION:

The information required to be furnished under Section 217(1) (e) of the Companies Act, 1956, and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is attached as Annexure A and forms part of this Report.

6. PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure B and forms part of this Report.

7. SUBSIDIARY COMPANY:

Statement in respect of the Jayaswal Neco Urja Limited, a Subsidiary Company, under Section 212 of the Companies Act, 1956, for the year under review, is attached and forms part of the financial statements. The project to be set up by the Subsidiary Company is on hold by the management in view of adverse scenario in the Power Sector.

8. CORPORATE GOVERNANCE REPORT:

As required under the provisions of Clause 49 of the Listing Agreement with Stock Exchanges, the Report on prescribed matters under Corporate Governance together with a certificate from Auditors of the Company thereon is appended and forms part of this Report.

9. DIRECTORS RESPONSIBILITY STATEMENT:

As required, under Section 217 (2AA) of The Companies Act, 1956, the Directors confirm and state that:

a. All the applicable accounting standards have been followed along with proper explanations relating to material departures in the preparation of accounts enclosed herewith.

b. Annual accounts are prepared on the principle of a Going Concern.

c. Accounting policies selected, applied and Judgments and estimates made in that behalf to the extent necessary are reasonable and prudent so as to give true and fair view of the state of affairs at the end of the financial year and of the profit or loss of the Company for the year under review.

d. Sufficient care has been taken for maintenance of the adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and the procedures, practices and control systems in the day-to-day management are sound enough to prevent and detect the occurrence of frauds and irregularities.

10. AUDITORS:

M/s Chaturvedi & Shah, Chartered Accountants, Mumbai, and M/s Agrawal Chhallani & Co., Chartered Accountants, Nagpur, the Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting (AGM) and are eligible for re-appointment.

As per the provisions of Section 139 of the Companies Act, 2013, no listed company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. Section 139 of the Act has also provided a period of three years from the date of commencement of the Act to comply with this requirement.

In view of the above and in compliance with the provisions of Companies (Audit and Auditors) Rules 2014, M/s Chaturvedi & Shah, Chartered Accountants, Mumbai and M/s Agrawal Chhallani & Co., Chartered Accountants, Nagpur, being eligible for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors of the Company propose the appointment of M/s Agrawal Chhallani & Co., Chartered Accountants, Nagpur as the statutory auditors of the Company for a period of three years to hold office from the conclusion of this AGM till the conclusion of the AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM).

The Board of Directors also propose the appointment of M/s Chaturvedi & Shah, Chartered Accountants, Mumbai as the statutory auditors of the Company for a period of two years to hold office from the conclusion of this AGM till the conclusion of the AGM of the Company to be held in the year 2016 (subject to ratification of their appointment at every AGM).

The Company has received consent letters / certificates from both the statutory auditors to the effect that their re- appointment, if made, would inter-alia be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

11. COST AUDITOR:

In pursuance of Section 233B of the Companies Act, 1956 read with circular no. 52/26/CAB - 2010; the Central Government has approved the Appointment of M/s Manisha & Associates, Nagpur to conduct the Audit of the Cost Accounting records for the financial year 2013-2014.

The Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 30th April,2014 has reappointed M/s Manisha & Associates, Nagpur as the Cost Auditor of the Company u/s 148 of the Companies Act, 2013 to conduct the Audit of the Cost Accounting records for the financial year 2014-2015.

12. ACKNOWLEDGMENTS:

The Directors place on record, their appreciation and gratitude for all the co-operation extended by Government Agencies, Bankers, Financial Institutions, Business Associates and Shareholders. The Directors also record their appreciation for the dedicated services rendered by all the Executive Staff and Workers of the Company at all levels in all units and for their valuable contribution in the working of the Company.

For and on behalf of Board of Directors

Place: Nagpur Basant Lall Shaw

Date: 11th August, 2014 Chairman

(DIN : 00249729)

Mar 31, 2013

Dear Members,

The Directors are pleased to present their 40TH Annual Report on the affairs of the Company together with Audited Balance Sheet as at 31st March, 2013, and the Profit and Loss Account for the year ended on that date. The summarized financial results for the year vis-a-vis the previous year are as follows:

(Rs. in Crores)

Particulars 31.03.2013 31.03.2012

Revenue from Operations (Gross) 2854.52 2856.71

Revenue from Operations (Net) 2549.24 2590.49

Other Income 11.78 15.50

Total Revenue 2561.02 2605.99

Operating Expenses 2234.89 2258.09

EBIDTA 326.13 347.90

Interest and Financial Charges 180.62 176.64

Depreciation and Amortization Expenses 96.68 86.59

Profit before tax 48.83 84.67

Tax Expenses 20.18 30.87

Profit after Tax carried to Balance Sheet 28.65 53.80

With a view to conserve resources, to partly fund the cost of expansion projects under execution, the Directors regret their inability to recommend any dividend to the Members of the Company.

2. AUDITORS REPORT:

Auditors Report on the financial statements of the Company for the year ended 31st March, 2013 is self explanatory and does not require any further comments from the Board.

3. DIRECTORS:

ICICI Bank Limited has withdrawn its Nominee Shri Manish Chourasia, from the Board of Directors of the Company with effect from 6th March, 2013. There is no other change in the composition of Board of Directors of the Company. Shri B K Agrawal and Shri M M Vyas, Directors of the Company retire by rotation at the ensuing Annual General Meeting and offer themselves for re-appointment. Necessary information on the Directors seeking re-appointment is given separately in the Notice for the ensuing Annual General Meeting.

4. ADDITIONAL INFORMATION:

The information required to be furnished under Section 217(1) (e) of the Companies Act, 1956, and The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is attached and forms a part of this Report.

5. PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act. 1956, and the Rules made thereunder. As such no particulars in that behalf need be given.

6. SUBSIDIARY COMPANY:

Statement in respect of the Jayaswal Neco Urja Limited, a Subsidiary Company, under Section 212 of the Companies Act, 1956, for the year under review, is attached and forms a part of this report.

As reported last year, the Board of Directors of the Company has subject to requisite approvals approved the proposal of disinvesting the equity shares held by it in the subsidiary company. The subsidiary company has in view of operational problems reviewed its financial strategy for setting up the Proposed Power Plant and the matter will take longer time to crystallize. Going forward, the proposed power plant may be set up under another company as may be deemed fit in due course.

7. CORPORATE GOVERNANCE REPORT:

As required under the provisions of Clause 49 of the Listing Agreement with Stock Exchanges, the Report on prescribed matters under Corporate Governance together with a certificate from Auditors of the Company thereon is appended and forms a part of this Report.

8. DIRECTORS RESPONSIBILITY STATEMENT:

As required, under Section 217 (2AA) of The Companies Act, 1956, the Directors confirm and state that:

a. All the applicable accounting standards have been followed along with proper explanations relating to material departures in the preparation of accounts enclosed herewith.

b. Annual accounts are prepared on the principle of a Going Concern.

c. Accounting policies selected, applied and Judgments and estimates made in that behalf to the extent necessary are reasonable and prudent so as to give true and fair view of the state of affairs at the end of the financial year and of the profit or loss of the Company for the year under review.

d. Sufficient care has been taken for maintenance of the adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and the procedures, practices and control systems in the day-to-day management are sound enough to prevent and detect the occurrence of frauds and irregularities.

9. AUDITORS:

M/s Chaturvedi & Shah, Chartered Accountants, Mumbai, and M/s Agrawal Chhallani & Co., Chartered Accountants, Nagpur, the Auditors of the Company, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment as Auditors for the current year. The Members are requested to appoint Auditors for the current year.

10. COST AUDITOR:

In pursuance of Section 233B of the Companies Act, 1956 read with circular no. 52/26/CAB - 2010; the Central Government has approved the Appointment of M/s Manisha & Associates, Nagpur to conduct the Audit of the Cost Accounting records for the financial year 2012-2013. The due date for filing the Cost Audit Reports for the financial year 2012-2013 is September 30, 2013. The Board, at its meeting held on 25.05.2013 has reappointed them as Cost Auditors of the Company for the financial year 2013-2014.

11. ACKNOWLEDGMENTS:

The Directors place on record, their appreciation and gratitude for all the co-operation extended by Government Agencies, Bankers, Financial Institutions, Business Associates and Shareholders. The Directors also record their appreciation for the dedicated services rendered by all the Executive Staff and Workers of the Company at all levels in all units for their valuable contribution in the working of the Company.

For and on behalf of Board of Directors

Place: Nagpur Basant Lall Shaw

Date: 12th August, 2013 Chairman

Mar 31, 2012

Dear Members,

The Directors are pleased to present their THIRTY NINTH Annual Report on the affairs of the Company together with Audited Balance Sheet as at 31st March, 2012, and the Profit and Loss Account for the year ended on that date. The summarized financial results for the year vis-ÃÂ -vis the previous year are as follows:

(Rs. in Crores)

Particulars 31.03.2012 31.03.2011

Revenue from Operations (Gross) 2856.71 2473.25

Revenue from Operations (Net) 2590.49 2261.44

Other Income 15.50 19.39

Total Revenue 2605.99 2280.83

Operating Expenses 2258.09 1909.82

EBIDTA 347.90 371.00

Interest and Financial Charges 176.64 138.60

Depreciation and Amortization Expenses 86.59 84.33

Profit before tax 84.67 148.07 Tax Expenses 30.87 49.92

Profit after Tax carried to Balance Sheet 53.80 98.15

With a view to conserve resources, to partly fund the cost of expansion projects under execution, the Directors regret their inability to recommend any dividend to the Members of the Company.

3. AUDITORS REPORT:

Auditors Report on the financial statements of the Company for the year ended 31st March, 2012 is self explanatory and does not require any further comments from the Directors.

4. DIRECTORS:

There is no change in the composition of Board of Directors of the Company. Shri Basant Lall Shaw and Shri Ramesh Jayaswal, Directors of the Company retire by rotation at the ensuing Annual General Meeting and offer themselves for re-appointment. Necessary information on the Directors seeking appointment is being given separately in the Notice for the ensuing Annual General Meeting.

5. ADDITIONAL INFORMATION:

The information required to be furnished under Section 217(1) (e) of the Companies Act, 1956, and The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is attached and forms a part of this Report.

6. PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956, and the Rules made thereunder. As such no particulars in that behalf need be given.

7. SUBSIDIARY COMPANY:

Statement in respect of the Subsidiary Company under Section 212 of the Companies Act, 1956, for the year under review, is attached and forms a part of this report.

The Board of Directors of the Company has subject to requisite approvals; approved the proposal of disinvesting the equity shares held by it in the subsidiary company and cease to be a holding company thereof. Going forward, the proposed power plant will be set up under another company as may be deemed fit in due course. The steps for obtaining requisite approvals from the Government in this behalf are being taken. On receipt of the requisite approvals, steps on suitably altering the provisions of Memorandum and Articles of Association by the Company will be initiated.

8. CORPORATE GOVERNANCE REPORT:

As required under the provisions of Clause 49 of the Listing Agreement with Stock Exchanges, the Report on prescribed matters under Corporate Governance together with a certificate from Auditors of the Company thereon is appended and forms a part of this Report.

9. DIRECTORS RESPONSIBILITY STATEMENT:

As required, under Section 217 (2AA) of The Companies Act, 1956, the Directors confirm and state that:

a. All the applicable accounting standards have been followed along with proper explanations relating to material departures in the preparation of accounts enclosed herewith.

b. Annual accounts are prepared on the principle of a Going Concern.

c. Accounting policies selected, applied and Judgments and estimates made in that behalf to the extent necessary are reasonable and prudent so as to give true and fair view of the state of affairs at the end of the financial year and of the profit or loss of the Company for the year under review.

d. Sufficient care has been taken for maintenance of the adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and the procedures, practices and control systems in the day-to-day management are sound enough to prevent and defect the occurrence of frauds and irregularities.

10. AUDITORS:

M/s Chaturvedi & Shah, Chartered Accountants, Mumbai, and M/s Agrawal Chhallani & Co., Chartered Accountants, Nagpur, the Auditors of the Company, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment as Auditors for the current year. The members are requested to appoint Auditors for the current year.

11. COST AUDITOR:

In pursuance of Section 233B of the Companies Act, 1956 read with circular no. 52/26/CAB - 2010; the Central Government has approved the Appointment of M/s Manisha & Associates, Nagpur to conduct the Audit of the Cost Accounting records for the financial year 2011-2012. The due date for filing the Cost Audit Reports for the financial year 2011-2012 is September 30, 2012. The Board, at its meeting held on 12.05.2012 has reappointed them as Cost Auditors of the Company for the financial year 2012- 2013.

12. ACKNOWLEDGMENTS:

The Directors place on record, their appreciation and gratitude for all the co-operation extended by Government Agencies, Bankers, Financial Institutions, Business Associates and Shareholders. The Directors also record their appreciation for the dedicated services rendered by all the Executive Staff and Workers of the Company at all levels in all units for their valuable contribution in the working of the Company.

For and on behalf of Board of Directors

Place: Nagpur Basant Lall Shaw

Date: 10th August, 2012 Chairman

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their THIRTY EIGHTH Annual Report on the affairs of the Company together with Audited Balance Sheet as at 31st March, 2011, and the Profit and Loss Account for the year ended on that date. The summarized financial results for the year vis-ÃÂ -vis the previous year are as follows:

(Rs. in Lacs)

Particulars 31.03.2011 31.03.2010

Gross Turnover 247529 193091

Net Turnover 226348 178740

Other Income 1975 3199

Total Income 228323 181939

Total Expenditure 190727 149719

Profit before Interest

Depreciation & Tax 37596 32220

Interest and Financial Charges 14355 13828

Profit before Depreciation and

Tax 23241 18392

Depreciation 8433 7890

Profit before tax 14808 10502

Tax including Fringe Benefit Tax 4993 3583

Profit after Tax for the year 9815 6919

Balance Brought forward and

other Prior period items 10055 3135

Profit carried to Balance Sheet 19870 10054

With a view to conserve resources, for further expansion projects under execution, the Directors regret their inability to recommend any dividend to the Members of the Company.

2. MANAGEMENT DISCUSSION AND ANALYSIS:

A] Share Capital:

The Board of Directors has at its meeting held on 28th May, 2011 reclassified the Authorised Share Capital of the Company by converting its existing unissued 60 Lacs Preference Shares of Rs.100 each into 6 Crores Equity Shares of Rs. 10 each. Consequently, the Authorised Share Capital of the Company stands at Rs. 316 Crores divided into 31.60 Crores Equity Shares of Rs. 10 each.

The Company shall be increasing the Authorised Share Capital further up to Rs. 1000 Crores so as to be able to raise further capital for the ongoing expansion projects and to issue shares under the Scheme of Arrangement between the Company and Corporate Ispat Alloys Limited. Necessary resolutions for approval of Members are included in the Notice convening the forthcoming Annual General Meeting.

B] Financial Performance:

The Members may be pleased to note that Company's performance for the year under review has significantly improved over the previous year. The Company's gross turnover for the year is Rs. 2475.29 Crores which is around 28% higher than the previous year's Rs. 1930.91 Crores. The Net Profit after tax for the year at Rs. 98.15 Crores is around 42% higher than Rs. 69.19 Crores of the previous year. The important contributory to the increased Turnover and higher profitability is larger volumes of production and sales of value added products (Rolled Products) in Steel Plant Division of the Company. The production of Rolled Products was 153205 MT as compared to 85206 MT per annum in the previous year. The production of Iron and Steel Casting from the Foundry Division of 79434 MT was also higher as compared to 72720 MT of the previous year. The Networth of the Company has increased by 25% to Rs. 740 Crores from to Rs. 593 Crores in the previous year, mainly on account of higher profitability and accretion to Share Premium account.

Segment wise performance for the year under review is as under.

i) Steel Plant Division:

As reported last year, the Blast Furnace needed Capital Repairs so as to set right the technical issues; the same was shut down during September-October for a period of 25 days. This resulted into reduction in production of Hot Metal as compared to previous year. The Hot Metal was predominantly used for production of value added Rolled Products. Sales realization of the Rolled Products and Sponge Iron improved significantly to contribute the higher turnover. However the rising prices of Iron Ore coupled with shortage of good quality of this vital material impacted the margins. There was however, a respite since the coke prices during the year remained steady.

ii) Castings Division:

The Castings Division achieved a higher Production and Sale of around 9% and 21% respectively over the previous year. Better sales realizations, about 12% higher than the previous year and various austerity measures to keep overheads under control, contributed to marginally increase the profitability of this segment over the previous year.

The Company continues to focus on higher productivity, cost optimization and high quality of castings which are the key drivers for maintaining the leadership in this business segment.

C] Scheme of Arrangement

During the year under review, the Board has approved the Scheme of Arrangement proposed to be made with Corporate Ispat Alloys Limited for demerger of its Steel Division at Raipur for the purpose of merger with the Company with effect from 1st April, 2008. The Company shall be issuing 114 Equity Shares of Rs. 10 each to the eligible members of Corporate Ispat Alloys Limited for every 10 Shares held by them as on the Appointed/Record date. The Company has made an application to the Hon'ble High Court seeking directions for convening meetings of Shareholders and Creditors for obtaining their approvals to the Scheme.

D] Expansion Projects:

With a view to further consolidate and strengthen the Iron and Steel manufacturing facilities as also explore its potential in mining, the Company has taken up ambitious expansions in its Steel Plant Division as per the following:

i) Augmentation of capacities to produce 3.50 Lacs MT

Rolled Products, 4.50 Lacs MT Billets, 3.00 Lacs MT of Sponge Iron together with 50 MW Captive Power Plant and development of Iron Ore and Coal Mines of 7.20 Lacs MT and 3.00 Lacs MT capacities respectively and setting up of 30.00 Lacs MT Coal Washery in Chhattisgarh at the total cost of Rs 2765 Crores. ICICI Bank led consortium has granted facilities of Rupee Term Loan of Rs 1800 Crores including capex Letter of Credit facilities of Rs. 1400 Crores. The balance will be raised through Equity contribution and Internal accruals. These projects are expected to be completed by the year 2014-15.

Post execution, the enhanced installed capacities of the Steel Plant Division under the Integrated Steel Plant would be as under:

Rolled Products 7.50 Lacs MT, Billets 7.10 Lacs MT, Sponge Iron 5.55 Lacs MT, Captive Power generation 92.5 MW, Coal Washery 30 Lacs MT, and Non-Coking Coal Mining & Iron Ore Mining 30 Lacs MT and 7.20 Lacs MT respectively.

ii) Augmentation of coke oven facilities by 1 Lac MT together with 6 MW Power Plant at the total cost of Rs. 134 Crores. State Bank of Travancore has sanctioned a Term Loan of Rs. 89 Crores for the same. The same is expected to be completed in May, 2012. Post execution, the total coke oven capacity will be 2 Lacs MT.

iii) The Company is also in the process of development of Coking Coal Block near Hazaribagh in Jharkhand and shall be setting up another 10 Lacs MT Coal Washery at a total cost of Rs. 199 Crores. UCO Bank led consortium has sanctioned a Rupee Term Loan of Rs. 133 Crores for this project. The coking coal extracted from this block will be blended with imported coal in the coke oven of the Company at Raipur for production of Metcoke for captive consumption.

The works on above projects have already commenced. As reported last year, the projects of Waste Heat Recovery Based 6 MW Power Plant costing Rs. 32 Crores and Wire Rod Block costing Rs. 60 Crores in the Rolling Mills are in the advanced stage of implementation and are expected to be ready for operation by December, 2011.

Under Iron and Steel Castings Division, modernization of the foundry engaged in the production of automotive components will shortly be taken up by way of replacement of the existing Moulding Line with a new high pressure Flaskless Moulding Line. Other balancing equipments will also be replaced to ensure smooth flow of operations, thereby; improving the operational efficiency of the foundry.

E] Outlook:

The Indian economy in the recent years has performed well reflecting strong consumer demand in goods and services sector. The coming years would be challenging ones as the Government and Reserve Bank of India endeavor to curb inflationary growth. Fiscal policies to control inflation will affect access to credit and could slow down investment levels as also consumer demand. The anti-inflationary measures may induce slowdown of economic growth in India. However, Steel will continue to be an essential building block of national development in the coming years. Good fiscal and resource management with strict quality control will therefore be the need of the hour and definitely boost the performance of the Company.

The operations in the Blast Furnace have stabilized and the consumption of raw material especially Metcoke has come down significantly. The use of Sinter has also gone up considerably and thereby; the Coke and Iron Ore fines are being utilized profitably. Likewise, on the expansion projects becoming operational, the operations of Steel Plant Division will further improve significantly; adding to the top and bottom lines of the Company in the coming years. In the view of these encouraging developments, the Company is quite hopeful to perform better in the coming years.

F] Concerns:

There are some concerns about the availability of good quality Iron Ore and its rising cost. During the year the prices of this vital material have skyrocketed by more than 50%. The coking coal prices in the international market also are rising significantly in the recent times. The growing menace of Naxal movement in the Iron Ore Mining region is a recurring problem and there is hardly any positive development in the current scenario. The Governments are also gearing up to make headway in this area.

Apart from the statutory clearances in respect of commencement of Iron Ore and Coal Mines in Chhattisgarh, acquisition of land for the proposed plants and also for afforestation at the acceptable terms and conditions is another area of concern. However, the Company has made a progress on this front and has acquired sizable Land for the purpose. Directors are notwithstanding hurdles, confident of acquiring the land to meet its requirements, for the purpose as per the plans.

G] Internal Control Systems:

The Company has a risk focused, Internal Control System to analyze and report to the management on the day-to-day operations of the Company. Efforts are being made to continuously strengthen it further. The Company is in tune with the growing size of the business, in the process of strengthening systems that improve the MIS and controls in respect of day-to-day operations of the Company.

H] Industrial Relations:

Industrial Relations in all the Divisions of the Company remained cordial and peaceful. During the year, average number of persons working in the Company was about 8200 approximately.

I] Corporate Social Responsibility:

As a part of its social responsibility and as a good corporate citizen, the Company regularly undertakes various programmes with a view to promote and protect a congenial and eco-friendly atmosphere in and around the plants and to serve and contribute to the welfare of the society in general.

The Company has taken up the following welfare measures during the year under review.

i) Health check-up and blood donation camps, free medical counseling and distribution of medicines, providing training to people to serve as medical assistants in the remote and far flunged areas,

ii) Provision of drinking water through bore wells and tankers, renovation and beautification of ponds,

iii) Granting educational support and scholarships, provision of books and study materials and other facilities for the welfare of the children, workers, their families and residents of the surrounding villages.

iv) Giving priorities in providing training and employment to local residents,

v) Development, beautification and maintenance of roads and prominent landmarks in the regions, Sponsoring sports, cultural and religious events in the nearby villages.

vi) Activities of tree plantation, development of parks and gardens,

vii) Adoption of some villages in the vicinity of plant for their all-round development and general up-liftment of the underprivileged children, women and the poor.

viii) The Company has adopted 10 schools under the Scheme "Ekal Vidyalaya" (One Teacher) administered by NGO in the forest region where school does not exist and altogether 300 children are getting education regularly.

3. AUDITORS REPORT:

With respect to the observation of the Auditors under Clause xvii of the annexure to their Report, the Directors state that Short Term Loan of Rs. 250 Crores availed by the Company from one of its lenders is a part and parcel of the long term sources for the expansion project under execution. The same has since been appropriated/adjusted against the Long Term Loan sanctioned by the said lender. Other matters referred to in the Auditors Report on the financial statements of the Company for the year ended 31st March, 2011 are self explanatory and does not require any further comments from the Directors.

4. DIRECTORS:

EXIM Bank has withdrawn the nomination of Shri John Mathew from the Board of Directors of the Company with effect from 13th August, 2010 and appointed Shri Nirmit N. Ved, Assistant General Manager in his place. The Board appreciates and takes on record the services rendered by Shri John Mathew, during his tenure as Director of the Company.

ICICI Bank Limited has appointed Shri Manish Chourasia, Joint General Manager as its Nominee on the Board of Directors of the Company with effect from 23rd March, 2011.

Shri M. P Singh, President, Steel Plant Division, was appointed as Additional Director on 28th October, 2010 by the Board. He resigned from the Directorship of the Company on 10th February, 2011.

Shri P K Bhardwaj, President (Finance) and CFO was appointed as Executive Director and CFO w.e.f. 25th February, 2011 for a period of three years. His appointment is subject to approval of Members at the ensuing Annual General Meeting.

Shri B K Agrawal and Shri M M Vyas, Directors of the Company retire by rotation at the ensuing Annual General Meeting and offer themselves for re-appointment. Necessary information on the Directors seeking appointment is being given separately in the Notice for the ensuing Annual General Meeting.

5. ADDITIONAL INFORMATION:

The information required to be furnished under Section 217(1) (e) of the Companies Act, 1956, and The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is attached and forms a part of this Report.

6. PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956, and the Rules made thereunder. As such no particulars in that behalf need be given.

7. SUBSIDIARY COMPANY:

As reported last year, the Subsidiary Company i.e., Jayaswal Neco Urja Limited (JNUL) (Formerly known as: Raigarh Energy Limited) is in the process of setting up a 2 x 300 MW Thermal Power Plant in Raigarh District, Chhattisgarh State at an estimated project cost of Rs. 3311 Crores. The JNUL has already initiated steps with various lenders for the funding of the said power project. The total debt as appraised by the lenders is Rs. 2480.00 Crores. Power Finance Corporation Limited and Rural Electrification Corporation Limited, New Delhi have sanctioned Term Loans of Rs. 993.00 Crores and Rs. 890 Crores respectively. The balance loan is being arranged from other lenders.

Statement in respect of the Subsidiary Company under Section 212 of the Companies Act, 1956, is attached and forms a part of this report.

8. CORPORATE GOVERNANCE REPORT:

As required under the provisions of Clause 49 of the Listing Agreement with Stock Exchanges, the Report on prescribed matters under Corporate Governance together with a certificate from Auditors of the Company thereon is appended and forms a part of this Report.

9. DIRECTORS RESPONSIBILITY STATEMENT:

As required, under Section 217 (2AA) of The Companies Act, 1956, the Directors confirm and state that:

a. All the applicable accounting standards have been followed along with proper explanations relating to material departures in the preparation of accounts enclosed herewith.

b. Annual accounts are prepared on the principle of a Going Concern.

c. Accounting policies selected, applied and Judgments and estimates made in that behalf to the extent necessary are reasonable and prudent so as to give true and fair view of the state of affairs at the end of the financial year and of the profit or loss of the Company for the year under review.

d. Sufficient care has been taken for maintenance of the adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and the procedures, practices and control systems in the day-to-day management are sound enough to prevent and defect the occurrence of frauds and irregularities.

10. AUDITORS:

M/s Chaturvedi & Shah, Chartered Accountants, Mumbai, and M/s Agrawal Chhallani & Co., Chartered Accountants, Nagpur, the Auditors of the Company retire at the ensuing Annual General Meeting. The Members are requested to appoint the Auditors and fix their remuneration for the current year.

11. COST AUDITOR:

The Central Government vide its order No. 52/26/CAB/2010 dated 03rd May 2011 has mandated appointment of Cost Auditor for the year 2011-12 and onwards for manufacturing units falling under the Industry "Steel Plant". Accordingly, the Company has appointed M/s. Manisha & Associates, Cost Accountants, Nagpur to carry out audit of the cost accounting records of the Steel Plant Division of the Company.

12. ACKNOWLEDGEMENTS:

The Directors place on record, their appreciation and gratitude for all the co-operation extended by Government Agencies, Bankers, Financial Institutions, Business Associates and Shareholders. The Directors also record their appreciation for the dedicated services rendered by all the Executive Staff and Workers of the Company at all levels in all units for their valuable contribution in the working of the Company.

For and on behalf of Board of Directors,

Place: Nagpur Basant Lall Shaw

Date: 29th July, 2011. Chairman

Mar 31, 2010

The Directors have pleasure in presenting their THIRTY SEVENTH Annual Report on the affairs of the Company together with Audited Balance Sheet as at 31st March, 2010, and the Profit and Loss Account for the year ended on that date. The summarized financial results for the year vis-ÃÂ -vis the previous year are as follows:

Particulars (Rs. in Lacs)

31.03.2010 31.03.2009

Gross Turnover 193091 180553

Net Turnover 178740 161104

Other Income 3199 2031

Total Income 181939 163135

Total Expenditure 149719 142404

Profit before Interest 32220 20731 Depreciation & Tax

Interest and Financial Charges 13828 11327

Profit before Depreciation and Tax 18392 9404

Depreciation 7890 6548

Profit before tax 10502 2857

Tax including Fringe 3517 140 Benefit Tax

Profit after Tax for the year 6985 2717

Prior period items (Net) (07) (41)

Balance Brought forward 3076 465 and other adjustments

Profit carried to Balance Sheet 10054 3141

With a view to conserve resources, the Directors do not recommend any dividend to the Members of the Company.

2. MANAGEMENT DISCUSSION AND ANALYSIS:

A] Share Capital:

i) Allotment of Shares pursuant to Schemes of Arrangement:

As reported last year, as a consequences of implementation of Scheme of Arrangement, the Company has allotted on 25th March 2010, 12,37,76,856 Equity Shares of Rs. 10/- each credited as fully paid up to the eligible shareholders of the Transferor Companies. Further, the Authorised Share Capital of the Company stands raised by Rs.16 Crore on account of the merger of erstwhile Inertia Iron and Steel Industries Private Limited under the Scheme.

ii) Preferential Allotment of Equity Shares:

The Company has, with a view to augment its long term requirements of fund allotted on 18th May 2010, 1,42,00,000 further Equity shares of Rs. 10 each for a cash of Rs. 33.80 per share to Reliance Capital Trustee Co. Ltd. (A/c Reliance Infrastructure Fund, a Scheme of Reliance Mutual Fund).

iii) Redemption of Preference Share Capital:

Pursuant to the approval obtained from the Preference Shareholders of the Company at the meeting held on 26.02.2010, the terms and conditions of preference Share Capital have been altered. Accordingly, the Company redeemed on 28th February 2010, entire 20,63,385, 0.001% Cumulative Redeemable Preference Shares of Rs. 100/- each and 28,86,985, 10.00% Optionally Convertible Cumulative Redeemable Preference Shares of Rs. 100/- each at premium. The Amount of premium paid on redemption of the Preference Shares has been appropriated from out of the reserves of the Company pursuant to the provisions contained in the Scheme of Arrangement. As a consequence of above, Authorised and Paid-up Share Capital of the Company as of date is Rs. 316 Crore and Rs. 250.86 Crore respectively.

B] Financial Performance:

The Members may be pleased to observe that the Companys performance for the year under review has significantly improved over the previous year. The Companys gross turnover for the year was Rs. 1930.91 Crore which is around 7% higher than the previous years Rs. 1805.53 Crore. The Net Profit for the year at Rs. 69.85 Crore is around 157% higher than Rs. 27.17 Crore of the previous year. The important contributory to the Net Profit was higher production, higher sales realization, lower cost of coke and foreign Exchange gain as compared to foreign Exchange loss in the previous year.

Increased interest and Financial Charges for the Company as a whole at Rs. 138.92 Crore as compared to Rs. 113.27 Crore arising out of increased Working Capital requirements of the Company has made a dent in the profitability of the Company.

Segment wise performance for the year under review is as under.

i) Steel Plant Division:

During the year under review the Steel Plant Division registered an overall increase in the Production and Sale of around 21% and 30% respectively over the previous year. The sales realisation also of the Pig Iron, Billets, Rolled Products and Sponge Iron improved significantly to contribute the higher turnover. However the rising prices of Iron Ore coupled with shortage of good quality of this material made the day to day working of the Division a difficult task. There was however, a respite since the coke prices during the year showed a downward trend.

ii) Castings Division:

The Castings Division achieved a higher Production and Sale of around 8% and 9% respectively over the previous year; however as result of drop in the sales realisations the turnover has shown a negative growth of 5%. Despite this, the profitability was higher which has been achieved through reduced cost of production and various austerity measures. There is an impressive growth in Automotive, Steel, Real estate and Infrastructure sectors which in turn is generating a good demand for castings. The Company continues to focus on higher productivity, cost optimization and high quality of castings which are the key drivers for maintaining the leadership in this business segment.

C] Outlook:

The fundamental drivers for growth in demand for steel in the country are major investments in infrastructure and increased urbanization which leads to growth in demand for Housing, Automobiles and White Goods. Timely availability of good quality materials especially Coal, Iron Ore and efficient logistics support play an important role in ensuring major investments in infrastructure and increased urbanization. During the year under review, the Company has commenced production in its Wire Rod Mill as well as Bar Mill. The Company expects the performance of Bar Mill to further improve in the current year. The Wire Rod Mill is in the process of stabilization. Additional Wire Rod Block at the cost of Rs. 60 Crore is being set up to widen the product range in this Mill. This additional facility is expected to be ready by September 2011.

The Company is also implementing 6 MW Waste Heat Recovery Based Power Plant at Raipur at the cost of Rs. 33 Crore. The gases generated from the Coke Oven Batteries would be used for generation of Power at this proposed Plant which would be ready for operation by February 2012.

Blast Furnace performance during the last year has not been up to the high performance levels and standards set by the Company. During the current year the Company plans to set right some of the technical issues in the Blast Furnace and expects its productivity and performance to improve. The Non Coking Coal Mine of the Company at Raigarh in Chhattisgarh is producing Coal to cater to the requirements for Sponge Iron Plants. The Company has Coking Coal Block at Moitra Coal Block near Hazaribagh in Jharkhand. On commencement of this Coking Coal Mine the Companys dependence on Import of this vital raw material would reduce considerably.

The Company has with a view to reap benefits of captive Coal and Iron Ore Mines, planned for further development of its Mines, setting up of Coal Washeries, enhancing capacities in Sponge Iron Plants and their associated Power Plants, Steel Melt Shop and Rolling Mill in its existing Steel Plant Complex. Necessary steps are being taken to for enhancement of the mining capacities also so as to cater future requirements of Coal for the proposed expansions.

The Company is in discussions with Lenders and Investors for achieving financial closures for the proposed expansions.

D] Concerns:

Statutory and Environmental clearances in respect of 2 Iron Ore Mines in Chhattisgarh are in hands. All efforts are being made to overcome the difficulties. However, the Company is as a consequence of serious law and order problems arising out of Naxalites Movement in the region, not in a position to operationlize these Iron Ore mines. Other Mines are at different stages of clearances and development. The Board is confident that once the Iron Ore Mines get commissioned, it would give a good quality material with considerable savings on account of its cost and in turn significant addition to the bottom lines of the Company; considering the fact that the Company consumes more than 1 MTPA of Iron Ore and Fines.

E] Internal Control Systems:

The Company has a risk focused, Internal Control System to analyze and report to the management on the day-to-day operations of the Company. Efforts are being made to continuously strengthen it further. The Company is in tune with the growing size of the business, in the process of strengthening systems that improve the MIS and controls in respect of day-to-day operations of the Company.

F] Industrial Relations:

Industrial Relations in all the Divisions of the Company remained cordial and peaceful. During the year, average number of persons working in the Company was about 7500 approximately.

G] Labour and Community Welfare:

As a part of its social responsibility and as a good corporate citizen, the Company regularly undertakes programmes for health check-up, free distribution of medicines, granting educational support and scholarships and other measures for the welfare of the workers, their families and residents of the surrounding villages. Besides, sponsoring sports events in the nearby villages, activities of tree plantation, development of parks and gardens, are regularly undertaken with a view to promote and protect a congenial and eco friendly atmosphere in and around the plants.

The Company has adopted a few villages surrounding the plant for their all-round development and general up-liftment of the underprivileged children, women and the poor.

3. AUDITORS REPORT:

With reference to para ix (b) under Annexure to Auditors Report dated 28th May, 2010, it is clarified that the dues under environment cess has been contested by the Company and has referred the same to the Court for redressal. Other matters contained in the Report of the Auditors on the Financial Statements for the year ended 31st March, 2010 are self explanatory and do not call for any comments of the Directors.

4. DIRECTORS:

IDBI Bank Limited has withdrawn the nomination of Shri Rakesh Awasthi from the Board of Directors of the Company with effect from 5th April, 2010 and appointed Shri Sanjeev Kumar Sachdev in his place. The Board appreciates and takes on record the services rendered by Shri Rakesh Awasthi, during his tenure as Director of the Company. Shri Basant Lall Shaw and Shri Ramesh Jayaswal Directors of the Company retire by rotation at the ensuing Annual General Meeting and offer themselves for re-appointment. Necessary information on the Director seeking re- appointment is being given separately in the Notice for the ensuing Annual General Meeting.

5. ADDITIONAL INFORMATION:

The information required to be furnished under Section 217(1) (e) of the Companies Act, 1956, and The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is attached and forms a part of this Report.

6. PARTICULARS OF EMPLOYEES:

Particular in relation of the employees drawing remuneration in excess of the prescribed limits and whose particulars need be given under Section 217 (2A) of The Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, as amended, are enclosed as an annexure and forms a part of this report.

7. SUBSIDIARY COMPANY:

As reported last year Raigarh Energy Limited (REL), a Subsidiary Company has envisaged setting up 2x300 MW Thermal Power Plants at the pithead of the Companys Non- coking Coal Mines at Raigarh. Middlings, Rejects, Slurry generated by the Company in the process of washing of Coal would be supplied to REL for generation of Power. Necessary amendments as stipulated under Dispensation Guidelines issued by Ministry of Coal, Government of India in that behalf have been suitably incorporated in Memorandum and Articles of Association of the Company and the Subsidiary Company. The Statement pursuant to section 212 of the Companies Act, 1956 containing the prescribed particulars in respect of the Subsidiary Company, is attached and forms a part of this report.

8. CORPORATE GOVERNANCE REPORT:

As required under the provisions of Clause 49 of the Listing Agreement with Stock Exchanges, the Report on prescribed matters under Corporate Governance together with a certificate from Auditors of the Company thereon is appended and forms a part of this Report.

9. DIRECTORS RESPONSIBILITY STATEMENT:

As required, under Section 217 (2AA) of The Companies Act, 1956, the Directors confirm and state that:

a. All the applicable accounting standards have been followed along with proper explanations relating to material departures in the preparation of accounts enclosed herewith

b. Annual accounts are prepared on the principle of a Going Concern.

c. Accounting policies selected, applied and Judgements and estimates made in that behalf to the extent necessary are reasonable and prudent so as to give true and fair view of the state of affairs at the end of the financial year and of the profit or loss of the Company for the year under review.

d. Sufficient care has been taken for maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and the procedures, practices and control systems in the day-to-day

management are sound enough to prevent and detect the occurrence of frauds and irregularities.

10. AUDITORS:

M/s Chaturvedi & Shah, Chartered Accountants, Mumbai, and M/s Agrawal Chhallani & Co., Chartered Accountants, Nagpur, the Auditors of the Company retire at the ensuing Annual General Meeting. The Members are requested to appoint the Auditors and fix their remuneration for the current year.

11. ACKNOWLEDGEMENTS:

The Directors place on record, their appreciation and

gratitude for all the co-operation extended by Government Agencies, Bankers, Financial Institutions, Business Associates and Shareholders. The Directors also record their appreciation for the dedicated services rendered by all the Executive Staff and Workers of the Company at all levels in all units for their valuable contribution in the working of the Company.

For and on behalf of Board of Directors,

Place: Nagpur Basant Lall Shaw

Date: 12th August, 2010. Chairman

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