Directors Report of Resurgere Mines & Minerals India Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 28th Annual Report and Audited Financial Statements for the financial year ended 31st March, 2015 of the Company. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Financial Results

The Company's financial performance for the year under review along with previous year figures are given hereunder:

(Rs. in Lacs)

Particulars FY 2014-15 FY 2013-14

Total Income 296.88 259.16

Profit / (Loss) before Depreciation (2364.96) (2174.47) /amortization

Less: Depreciation 2993.75 2261.75

Less: Amortization (including Goodwill) 1126.47 1137.76

Profit / (Loss) before tax (6485.18) (5573.98)

Less: Provision for taxation 1.11 330.46

Profit / (Loss) after tax (6486.29) (5904.44)

Less: Prior Period Expense / (Income) 9.88 1.96

Less: Minority Interest - -

Profit available for appropriation (6496.17) (5906.40)

Appropriations: - -

Transfer to General Reserve Proposed Dividend Tax on Dividend

Balance carried to Balance Sheet (6496.17) (5906.40)

Review of Performance & Management discussion and Analysis

In accordance with the requirements of the Listing Agreements, a consolidated Financial Statement of the Company is also included in this Annual Report comprising Wholly owned subsidiary companies - Warana Minerals Private Limited, Shri Warana Minerals (India) Private Limited, Resurgere Sponge Iron Limited, Resurgere Ferro Alloys Limited, Resurgere Industries Limited, Resurgere International FZE - a 100% non-integral foreign subsidiary and 70% proportionate interest in the jointly controlled entity i.e. Resurgere Coal India LLP.

The total net sale has increased by Rs. 37.72 lacs from Rs. 259.16 Lacs last year to Rs. 296.88 Lacs this year. The company has incurred a loss of Rs. 6,496.17 Lacs during the current financial year under review.

Dividend

No Dividend was declared for the current financial year due to conservation of Profits/due to loss incurred by the Company /due to insufficient profit.

Transfer carried to Reserves

The Company has not transferred any amount to the Reserve account during the period under review. .

Subsidiary (s) / Associate / Joint Venture Companies

As on March 31, 2015, your company has six subsidiary companies, namely:

1. M/s Warana Minerals Private Limited

2. M/s Shri Warana Minerals (India) Private Limited

3. Resurgere International FZE

4. M/s Resurgere Sponge Iron Limited

5. M/s Resurgere Ferro Alloys Limited

6. M/s Resurgere Industries Limited

The above companies are wholly owned subsidiaries of the company as on 31st March, 2015. The accounts of these subsidiaries have been prepared for the financial year ending 31st March, 2015. In addition to the above, your company has one limited liability partnership namely "Resurgere Coal India LLP" with a 70% stake. All the subsidiaries are non-material and non-listed subsidiary companies as defined under Clause 49 of the Listing Agreement (s) entered into with the Stock Exchanges.

Pursuant to the provision of section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's subsidiaries, Associates and Joint Ventures (in form AOC-1) is attached to the financial statements as Annexure "A".

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company also includes the financial results of its subsidiary companies.

Consolidated Financial Statements

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Section 129 (3) of the Companies Act, 2013 and Clause 32 of the Listing Agreements entered into with the Stock Exchanges. The consolidated financial statements have been prepared in accordance with the relevant Accounting Standards as prescribed under the Companies Act, 2013 and by the Institute of Chartered Accountants of India in this regard.

Human Resources Development

Company encourages a culture that develops and empowers people, promotes team building and nurtures new ideas. The Company's recruitment practice ensures that suitable candidates with merit are recruited and provided with the right opportunities to grow within the organization.

Environment and Social Concern

Your Company continues its efforts for the betterment of the environment and conservation of scarce natural resources.

Depository System

Your Company's equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of 31st March, 2015, 99.61% of the Company's total paid-up equity representing 198108701 equity shares of your Company were held in demat form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization form either of the depositories.

Shares

During the financial year under review, Company has not announced any Sweat Equity, Bonus Shares, Employees Stock Option Scheme, Split, Consolidation, Buy-back and further issue of its shares.

Corporate Governance Report and Management Discussion and Analysis Statement

A report on Corporate Governance is attached to this Report as also a Management Discussion and Analysis statement. The Chairman and Managing Director's declaration regarding compliance with Company's Code of Conduct for Directors and Senior Management personnel forms part of report on Corporate Governance. The certificate from M/s R. N. Gupta, Practicing Company Secretary on compliance of Corporate Governance norms as stipulated in Clause 49 of the listing agreement with the stock exchanges is included in this annual report.

Directors & Key Managerial Personnel

Mr. Subhash Sharma, Chairman and Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. The Board recommends his re-appointment at the ensuing Annual General Meeting.

Company pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges and in accordance with the provisions of section 149 of the Companies Act, 2013 had appointed Mr. Mayur Shah, Mr. Rohit Palav and Mrs. Mamta Parekh as independent director in the previous years and their tenure of appointment has not yet completed hence they are not liable to retire from the company.

Mr. Alok Ambastha, who was independent and Non-executive director of the Company, has ceased to be director of the company effective from 30th September, 2014. The Board wishes to place on record its deep sense of appreciation for the valuable contribution made by him to the Board and the company during his tenure as Director.

The company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Statutory Auditors

The statutory auditors M/s Ranjana Vandana & Co., Chartered Accountants, (ICAI Firm Registration No. 008961C) retires at the conclusion of the forthcoming Annual General Meeting and they have consented to continue as statutory auditors of the company.

Members are requested to consider their re-appointment as statutory auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the fifth consecutive Annual General Meeting of the Company to be held in the year 2020 (subject to ratification of the appointment by the members at every Annual General Meeting held after this Annual General Meeting), on such remuneration as may be determined by the Board of Directors in consultation with the Auditor. The Company received confirmation from M/s Ranjana Vandana & Co to the effect that their appointment if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of Section 141 of the Companies Act, 2013. The Board recommends their re-appointment.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr. R. N. Gupta, practicing Company Secretary to conduct secretarial audit of the Company for the financial year 2014-2015.

The Secretarial Audit Report is annexed herewith as Annexure "B". The Secretarial Audit report does not contain any qualification, reservation or adverse remark except on default in the repayment of secured / unsecured loan and interest thereon to the Banks continued during the period under review.

Vigil Mechanism

As per the provisions of Section 177 (9) of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of Listing Agreement, the Company is required to establish an effective Vigil Mechanism for Directors and employees to report genuine concerns and the Board of Directors had approved the Policy on Vigil Mechanism / Whistle Blower.

The Company has a Whistle-blower Policy in place to report concerns about unethical behaviour, actual suspected frauds and violation of Company's Code of Conduct. The Policy provides for adequate safeguards against victimisation of persons who avail the same and provides for direct access to the Chairperson of the Audit Committee. The Audit Committee of the Company oversees the implementation of the Whistle-Blower Policy.

Your Company hereby affirms that no Director / employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

Statutory Auditor's Report

The Notes forming part of Accounts, which are specifically referred to by the auditors in their report are self-explanatory except one qualify opinion of which management explanation is given below:

Management explanation: Company's mining approval from the Government is pending and there is no turnover since last three years in the Company except negligible turnover from the soapstone mine of the company situated at Udaipur (Rajasthan). So, there are no movement in the Trade Payable, Creditor for Capital Goods, Capital work in progress, Inventories, Trade Receivables, Inter Corporate deposits and Mine Deposits. Company is in process for confirmation and reconciliation with the parties.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013.

Internal Control System

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Internal Auditor together with external audit consultants review the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects. The Audit Committee of the Board of Directors approves and reviews audit plans for the year based on internal risk assessment. All these measures facilitate timely detection of any irregularities and early remedial steps.

Company's policy relating to Directors Appointment, Payment of Remuneration and Discharge of their Duties

The Company has in place a Nomination and Remuneration committee in accordance with the requirements of the Companies Act, 2013 read with the rules made thereunder and Clause 49 of the Listing Agreement. The details relating to the same are given in - Report on Corporate governance forming part of this report. Members are requested to refer Nomination and Remuneration committee in corporate governance's report.

The committee has formulated a policy on Director's appointment and remuneration including recommendation of remuneration of the key managerial personnel and other employees, board diversity, composition and the criteria for determining qualifications, positive attributes and independence of a Director.

Particulars of loans, guarantees, security or investments etc.

Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Particulars of Contract or Arrangements with Related Parties

The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy and the same has been uploaded on the Company's website.

The Company has a process in place to periodically review and monitor Related Party Transactions.

All the related party transactions were in the ordinary course of business and at arm's length. The Audit Committee has approved all related party transactions for FY 2014-15 and estimated transactions for FY 2015-16.

There were no material transactions with the related parties during the year.

Extract of Annual Return

As per the provisions of Section 92 (3) of the Companies Act, 2013, an extract of the Annual Return in form MGT 9 is annexed as Annexure "C" to this Report.

Number of Board meetings conducted during the year under review

The Board met 4 times during the financial year, the details of which given in the Corporate Governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. One meeting of Independent Directors was also held during the year under review.

Audit Committee

The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and Clause 49 of the Listing Agreement. The details relating to the same are given in Report on Corporate Governance forming part of this Report. Members are requested to refer the same.

Performance Evaluation of the Board

The Nomination & Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, Committee and Individual Directors has to be made.

The Individual Directors responses on the performance of the Board, Committee (s), Directors and Chairman were analyzed to arrive at unbiased conclusions.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:—

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

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

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the directors have prepared the annual accounts on a going concern basis.

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively, and

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

Pledge of Shares

As on 31st March, 2015, 3000000 equity shares of Rs. 10/- each were pledged from the promoter and promoter group holding in the Company.

Transfer to Investor Education Protection Fund (IEPF)

During the year there were no amounts which remained unpaid / unclaimed for a period of seven years and which were required to be transferred by the company to the Investor Education and Protection Fund established by the Central Government for the purpose under Companies Act, 2013.

Information relating to outstanding share application money of Initial Public Issue of the Company and the sale proceed from fractional shares on consolidation of equity shares of the Company and the dates by which they need to be transferred to IEPF account:

Financial year Date of allotment Purpose / source



2008-09 26th August, 2008 Initial Public Issue refund

2012-13 15th June, 2012 Sale proceed from fractional shares on consolidation of equity shares

Financial year Last Date for claming unpaid/unclaimed amount

2008-09 24th September, 2015

2012-13 14th July, 2019

Shares in suspense account

No equity share of the Company was in suspense account as on 31st March, 2015.

Fixed Deposits

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Significant and Material Orders Passed By the Regulators or Courts

During the year under review, there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Risk Management Policy

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps.

Corporate Social Responsibility

Provisions of the Companies Act, 2013 relating to the Corporate Social Responsibility are not applicable on the Company.

Prevention of Sexual Harassment Policy

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2014-2015, no complaints were received by the Company related to sexual harassment.

Particulars of employees

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with rule 5(2) and 5 (3) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement showing the name and other particular of the employees drawing remuneration in excess of the limits set out in the said Rules are not applicable on the Company as during the period under review, no employee of the Company was drawing salary in excess as prescribed limits.

Particulars pursuant to the provisions of Section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure "D".

Conservation of Energy, Technology Absorption Foreign Exchange Earnings and Outgo

Information as required to be given under Section 134(3)(m) read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are not applicable to the Company.

Foreign Exchange Earnings and Outgo

The company has not made any exports during the year, nevertheless it will always strive for and avail export opportunities based on economic considerations in future.

During the year under review, Company has made following transactions in Foreign Currency.

(Rs. In Lacs)

Particular 2014-15 2013-14

Expenditure in Foreign Currency NIL NIL

Earning in Foreign Currency NIL NIL

Acknowledgements

The Directors of the Company take this opportunity to express their grateful sincere appreciation for the cooperation and support received from Company's Shareholders, Vendors, Financial Institutions, Bankers, Government of India, Department of Mines, State Governments, Regulatory Bodies, Customers, society and other business constituents during the year under review. Directors also take on record the appreciation for the contribution, commitment displayed and hard work of every employee of the Company resulting in successful performance during the year under review. The path to further growth is very exciting and your continued patronage would enable us to scale greater heights at a faster pace.

On Behalf of the Board of Directors,

Place: Mumbai Mr. Subhash Sharma Date: 3rd August, 2015 Chairman & Managing Director

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Mar 31, 2014

Dear Shareowners,

The Directors take great pleasure in presenting their report on the business and operations of the Company along with the 27th Annual Report to the Members with the audited financial statements for the year ended 31st March, 2014.

Financial Results

The consolidated performance of the Company for the financial year 2013-14 is summarized below:

(Rs. in Lacs) Particulars FY 2013-14 FY 2012-13

Total Income 259.16 302.83

Profit / (Loss) before Depreciation & Amortization (2174.47) (2116.13)

Less: Depreciation 2261.75 2273.19

Less: Amortization (Including Goodwill) 1137.76 2472.07

Profit / (Loss) before tax (5573.98) (6861.39)

Less: Provision for taxation 330.46 4.14

Profit / (Loss) after tax (5904.44) (6865.53)

Less: Prior Period Expense / (Income) (1.96) (37.16)

Less: Minority Interest - -

Profit available for appropriation (5906.40) (6828.37)

Appropriations:

Transfer to General Reserve

Proposed Dividend

Tax on Dividen - -

Balance Carried forward to Balance (5906.40) (6828.37) Sheet

Review of Performance & Management discussion and Analysis

In accordance with the requirements of the Listing Agreements, a consolidated Financial Statement of the Company is also included in this Annual Report comprising Wholly owned subsidiary companies - Warana Minerals Private Limited, Shri Warana Minerals (India) Private Limited, Resurgere Sponge Iron Limited, Resurgere Ferro Alloys Limited, Resurgere Industries Limited, Resurgere International FZE - a 100% non-integral foreign subsidiary and 70% proportionate interest in the jointly controlled entity i.e. Resurgere Coal India LLP.

The total net sale has decreased by Rs. 43.67 lacs from Rs. 302.83 Lacs last year to Rs. 259.16 Lacs this year. The company has incurred a loss of Rs. 5906.40 Lacs during the current financial year under review.

Dividend:

The Board of Directors has not recommended any dividend on the Equity Shares in view of the performance of the Company for the financial year ended 31st March, 2014. (Previous year: NIL per Equity Share).

Transfer to reserve

No amount is proposed to be transferred to the General Reserve account.

Share Capital (consolidation)

There is no change in the share capital of the company during the year under review.

Subsidiary Companies

As on March 31, 2014, your company has six subsidiary companies, namely:

1. M/s Warana Minerals Private Limited

2. M/s Shri Warana Minerals (India) Private Limited

3. Resurgere International FZE

4. M/s Resurgere Sponge Iron Limited

5. M/s Resurgere Ferro Alloys Limited

6. M/s Resurgere Industries Limited

The above companies are wholly owned subsidiaries of the company. The accounts of these subsidiaries have been prepared for the financial year ending 31st March, 2014. In addition to the above, your company has one limited liability partnership namely "Resurgere Coal India LLP" with a 70% stake. All the subsidiaries are non-material and non-listed subsidiary companies as defined under Clause 49 of the Listing Agreement (s) entered into with the Stock Exchanges.

Pursuant to the provision of section 212 (8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the balance sheet of the company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company also includes the financial results of its subsidiary companies.

A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is included in the Annual Report.

Consolidated Financial Statements

As required under the Listing Agreements entered into with the Stock Exchanges, consolidated financial statements of the company and all its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant Accounting Standards as prescribed under the Companies Act, 2013 and by the Institute of Chartered Accountants of India in this regard.

Human Resource Development

Company encourages a culture that develops and empowers people, promotes team building and nurtures new ideas. The Company''s recruitment practice ensures that suitable candidates with merit are recruited and provided with the right opportunities to grow within the organization.

Environment and Social Concern

Your Company continues its efforts for the betterment of the environment and conservation of scarce natural resources. Depository System

Your Company''s equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of 31st March, 2014, 99.61% of the equity shares of your Company were held in demat form.

Buy-back of Shares

During the financial year under review, Company has not announced any Buy-back of its shares.

Corporate Governance Report and Management Discussion and Analysis Statement

A report on Corporate Governance is attached to this Report as also a Management Discussion and Analysis statement. The Chairman and Managing Director''s declaration regarding compliance with Company''s Code of Conduct for Directors and Senior Management personnel forms part of report on Corporate Governance. The certificate from M/s R. N. Gupta, Practicing Company Secretary on compliance of Corporate Governance norms as stipulated in Clause 49 of the listing agreement with the stock exchanges is included in this annual report.

Directors

Mr. Subhash Sharma, Chairman and Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. The Board recommends his re-appointment at the ensuing Annual General Meeting.

The Company has pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Mayur Shah, Mr. Rohit Palav and Mrs. Mamta Parekh, as Independent Directors of the Company.

As per section 149 (4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Company had asked to the present independent directors to submit their consent to act as director and to be appointed for a fixed term in compliance of the Companies Act, 2013 and listing agreement. Mr. Alok Ambastha has not submitted the required documents to the company by the dead line given to him. Here, it is considered that he is no more interested to be continuing as director of the company and accordingly his resolution is not processed. He will be director of the company till the date of this Annual General Meeting.

Auditors

M/s. G. L. Mangal & Associates, Chartered Accountants, Mumbai, retires at the conclusion of the forthcoming AGM and they have expressed their unwillingness to continue as auditor of the company.

M/s Ranjana Vandana & Co., Chartered Accountants have consented to be appointed as Statutory Auditors of the Company.

Members are requested to consider their appointment as Statutory Auditors of the Company from the conclusion of this AGM until the conclusion of next AGM of the Company, at a remuneration to be decided by the Board of Directors of the Company in consultation with the Auditors. The Company received confirmation from M/s Ranjana Vandana & Co., to the effect that their appointment if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of Section 141 of the Companies Act, 2013. The Board recommends their re-appointment.

Auditor''s Report

The Notes forming part of Accounts, which are specifically referred to by the auditors in their report are self-explanatory except one qualify opinion of which management explanation is given below:

Management explanation: Company''s mining approval from the Government is pending and there is no turnover since last two years in the Company except negligible turnover from the soapstone mine of the company situated at Udaipur (Rajasthan). So, there are no movement in the Trade Payable, Creditor for Capital Goods, Capital work in progress, Inventories, Trade Receivables, Inter Corporate deposits and Mine Deposits. Company is in process for confirmation and reconciliation with the parties.

Internal Control System

The Company''s present Internal Control Systems are commensurate with its size. However, looking at the growth in the size of the Company and its operations it is strengthening these systems further. The Company places great emphasis on the maintenance of effective internal controls, both from the point of view of compliance with statutory requirements as well as supporting the smooth and efficient running of the business.

In an effort to improve the reliability and efficiency of business processes that have an impact on financial reporting, the company embarked on an Internal Control Systems project to standardize and properly document the major processes and associated key controls.

Directors Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 ("Act"), as amended, with respect to Directors'' Responsibility Statement, based on the representations received from the operating management, the Directors hereby confirm that:

(i) in the preparation of Annual Accounts for the year ended 31st March, 2014, the applicable Accounting Standards have been followed and there are no material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014, and of the profit and cash flow of the Company for the year ended 31st March, 2014;

(iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the Annual Accounts of the Company on a going concern basis.

Pledge of Shares

As on 31st March, 2014, 3000000 equity shares of Rs. 10/- each were pledged from the promoter and promoter group holding in the Company.

Transfer of unpaid /unclaimed amounts to Investor Education Protection Fund (IEPF)

During the year there were no amounts which remained unpaid / unclaimed for a period of seven years and which were required to be transferred by the company to the Investor Education and Protection Fund established by the Central Government for the purpose under Companies Act.

Information relating to outstanding share application money of Initial Public Issue of the Company and the sale proceed from fractional shares on consolidation of equity shares of the Company and the dates by which they need to be transferred to IEPF account:

Financial Date of allotment Purpose / source Date on which share year application money will become part of IEPF

2008-09 26th August, 2008 Initial Public 25th August, 2015 Issue refund

2012-13 15th June, 2013 Sale proceed 14th June, 2020 from fractional shares on consolidation of equity shares

Shares in suspense account:

No equity share of the Company was in suspense account as on 31st March, 2014.

Fixed Deposits

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Particulars of employees

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 and rules made there under, as amended, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. In terms of Section 219 (1) (b)

(iv) of the said Act, the Annual Report is being sent to all the members of the company and other entitled thereto excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption

The provisions of Section 217(1) (a) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not applicable to the Company.

However, the company has put into implementation effective measures to reduce energy consumption by purchasing and using energy efficient equipment. The company endeavors to use modern technology to carry out its operations.

Foreign Exchange Earnings and Outgo

The company has not made any exports during the year, nevertheless it will always strive for and avail export opportunities based on economic considerations in future.

During the year under review, Company has made following transactions in Foreign Currency.

(Rs. In Lacs) Particular 2013-14 2012-13

Expenditure in Foreign Currency NIL NIL

Earning in Foreign Currency NIL NIL

Acknowledgement

The Directors of the Company take this opportunity to express their grateful sincere appreciation for the cooperation and support received from Company''s Shareholders, Vendors, Financial Institutions, Bankers, Government of India, Department of Mines, State Governments, Regulatory Bodies, Customers, society and other business constituents during the year under review. Directors also take on record the appreciation for the contribution, commitment displayed and hard work of every employee of the Company resulting in successful performance during the year under review. The path to further growth is very exciting and your continued patronage would enable us to scale greater heights at a faster pace.

On Behalf of the Board of Directors,

Place: Mumbai Mr. Subhash Sharma Date: September 02, 2014 Chairman & Managing Director

---

Mar 31, 2013

Dear Shareowners,

The Directors take great pleasure in presenting their report on the business and operations of the Company along with the 26th Annual Report to the Members with the audited financial statements for the year ended 31st March, 2013.

Financial Results

The consolidated performance of the Company for the financial year 2012-13 is summarized below:

(Rs. in Lacs)

Particulars FY 2012-13 FY 2011-12

Total Income 302.82 7,670.57

Profit / (Loss) before Depreciation & Amortization (2116.15) (1,531.34)

Less: Depreciation 2273.19 2,274.08

Less: Amortization (Including Goodwill) 2472.07 3,912.49

Profit / (Loss) before tax (6861.41) (7,717.91)

Less: Provision for taxation 4.14 3.31

Profit / (Loss) after tax (6865.55) (7,721.21)

Less: Prior Period Expense / (Income) (37.16) 2.69

Less: Minority Interest __ __

Profit available for appropriation (6828.39) (7,723.91)

Appropriations:

Transfer to General Reserve

Proposed Dividend

Tax on Dividend __ __

Balance Carried forward to Balance Sheet (6828.39) (7,723.91)



Review of Performance & Management discussion and Analysis

In accordance with the requirements of the Listing Agreements, a consolidated Financial Statement of the Company is also included in this Annual Report comprising Warana Minerals Private Ltd. - a 100% subsidiary, Shree Warana Minerals (India) Private Ltd. - with 60% proportionate interest, Resurgere International FZE - a 100% non-integral foreign subsidiary and 70% proportionate interest in the jointly controlled entity i.e. Resurgere Coal India LLP.

The total net sale has decreased by Rs. 7367.75 lacs from Rs. 7670.57 Lacs last year to Rs. 302.82 Lacs this year. The company has incurred a loss of Rs. 6828.39 Lacs during the current financial year under review.

Dividend:

The Board of Directors has not recommended any dividend on the Equity Shares in view of the performance of the Company for the financial year ended 31st March, 2013. (previous year: NIL per Equity Share).

Transfer to reserve

No amount is proposed to be transferred to the General Reserve account.

Share Capital (consolidation)

During the year under review, pursuant to the approval of the members, by way of postal ballot notice dated 10th February, 2012, the face value of the equity shares of the Company has been consolidated from Re. 1/- each to Rs. 10/- each. The consolidation was effective from 20th March, 2012. The corporate action with the NSDL, CDSL and stock exchange was done in June 2012 (the record date was 15th June, 2012 for the same). The Company has distributed the net proceeds of sale of such fractional shares amongst the shareholders in proportion to their entitlement over such fractional shares after payment of all expenses of the sale and other related expenses.

Subsidiary Companies

As on March 31, 2013, your company has six subsidiary companies, namely:

1. M/s Warana Minerals Private Limited

2. M/s Shri Warana Minerals (India) Private Limited

3. Resurgere International FZE

4. M/s Resurgere Sponge Iron Limited

5. M/s Resurgere Ferro Alloys Limited

6. M/s Resurgere Industries Limited

The above companies are wholly owned subsidiaries of the company. M/s Resurgere Sponge Iron Limited and M/s Resurgere Ferro Alloys Limited were incorporated on 1st March, 2011 and the M/s Resurgere Industries Limited was incorporated on 10th March, 2011. The accounts of these subsidiaries have been prepared for the financial year ending 31st March, 2013. In addition to the above, your company has one limited liability partnership namely "Resurgere Coal India LLP" with a 70% stake. All the subsidiaries are non-material and non-listed subsidiary companies as defined under Clause 49 of the Listing Agreement (s) entered into with the Stock Exchanges.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company also includes the financial results of its subsidiary companies.

There was no material change in the nature of the business of the subsidiaries. As required under the listing agreements with the Stock Exchanges, a consolidated financial statement has been prepared in accordance with the Accounting Standards.

The statement pursuant to Section 212 of the Companies Act, 1956 containing the prescribed details of subsidiaries is attached to this report.

Consolidated Financial Statements

The Audited Consolidated Accounts and Cash Flow Statement is part of this Annual Report. The Consolidated Accounts have been prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard and the provisions of the Listing Agreement (s) entered into with the Stock Exchanges.

Human Resource Development

Company encourages a culture that develops and empowers people, promotes team building and nurtures new ideas. The Company''s recruitment practice ensures that suitable candidates with merit are recruited and provided with the right opportunities to grow within the organization.

Environment and Social Concern

Your Company continues its efforts for the betterment of the environment and conservation of scarce natural resources.

Depository System

Your Company''s equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of 31st March, 2013, 99.82% of the equity shares of your Company were held in demat form.

Buy-back of Shares

During the financial year under review, Company has not announced any Buy-back of its shares.

Corporate Governance Report and Management Discussion and Analysis Statement

A report on Corporate Governance is attached to this Report as also a Management Discussion and Analysis statement. The Chairman and Managing Director''s declaration regarding compliance with Company''s Code of Conduct for Directors and Senior Management personnel forms part of report on Corporate Governance. The certificate from M/s R. N. Gupta, Practicing Company Secretary on compliance of Corporate Governance norms as stipulated in Clause 49 of the listing agreement with the stock exchanges is included in this annual report.

Directors

Mr. Mayur Shah, Director of the Company retires by rotation at the ensuing Annual General Meeting and is eligible for re- appointment. The Board recommends his re-appointment at the ensuing Annual General Meeting.

Mr. Ajay Singh Sethi, Director of the Company, resigned as the director with effect from 11th July, 2013. The Board places on record their gratitude and appreciation for the contribution of the said director during his tenure as Director of the company.

Auditors

M/s. G. L. Mangal & Associates, Chartered Accountants, Mumbai, retires at the conclusion of the forthcoming AGM and is eligible for re-appointment. Members are requested to consider their re-appointment as Statutory Auditors of the Company from the conclusion of this AGM until the conclusion of next AGM of the Company, at a remuneration to be decided by the Board of Directors of the Company in consultation with the Auditors. The Company received confirmation from M/s G. L. Mangal & Associates to the effect that their appointment if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956. The Board recommends their re-appointment.

Auditor''s Report

The Notes forming part of Accounts, which are specifically referred to by the auditors in their report are self-explanatory and therefore, do not call for any further comments.

Internal Control System

The Company''s present Internal Control Systems are commensurate with its size. However, looking at the growth in the size of the Company and its operations it is strengthening these systems further. The Company places great emphasis on the maintenance of effective internal controls, both from the point of view of compliance with statutory requirements as well as supporting the smooth and efficient running of the business.

In an effort to improve the reliability and efficiency of business processes that have an impact on financial reporting, the company embarked on an Internal Control Systems project to standardize and properly document the major processes and associated key controls.

Directors Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 ("Act"), as amended, with respect to Directors'' Responsibility Statement, the Directors hereby confirm that:

(i) in the preparation of Annual Accounts for the year ended 31st March, 2013, the applicable Accounting Standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013, and of the profit and cash flow of the Company for the year ended 31st March, 2013;

(iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the Annual Accounts of the Company for the financial year ended 31st March, 2013 on a going concern basis.

Pledge of Shares

As on 31st March, 2013, 3000000 equity shares of Rs. 10/- each were pledged from the promoter and promoter group holding in the Company.

Transfer of unpaid /unclaimed amounts to Investor Education Protection Fund (IEPF)

During the year there were no amounts which remained unpaid / unclaimed for a period of seven years and which were required to be transferred by the company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

Information relating to outstanding share application money of Initial Public Issue of the Company and the sale proceed from fractional shares on consolidation of equity shares of the Company and the dates by which they need to be transferred to IEPF account:

Financial year Date of allotment Purpose / source Date on which share application money will become part of IEPF

2008-09 26th August, 2008 Initial Public Issue refund 25th August, 2015

2012-13 15th June, 2013 Sale proceed from fractional 14th June, 2020 shares on consolidation of equity shares

Shares in suspense account:

No equity share of the Company was in suspense account as on 31st March, 2013.

Fixed Deposits

The Company had neither invited nor accepted any public deposits, during the year, under Section 58A of the Companies Act, 1956 and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Particulars of employees

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report is being sent to all the members of the company and other entitled thereto excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption

The provisions of Section 217(1) (a) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not applicable to the Company.

However, the company has put into implementation effective measures to reduce energy consumption by purchasing and using energy efficient equipment. The company endeavors to use modern technology to carry out its operations.

Foreign Exchange Earnings and Outgo

The company has not made any exports during the year, nevertheless it will always strive for and avail export opportunities based on economic considerations in future.

During the year under review, Company has made following transactions in Foreign Currency.

(Rs. In Lacs)

Particular 2012-13 2011-12

Expenditure in Foreign Currency NIL NIL

Earning in Foreign Currency NIL NIL



Acknowledgement

The Directors of the Company take this opportunity to express their grateful sincere appreciation for the cooperation and support received from Company''s Shareholders, Vendors, Financial Institutions, Bankers, Government of India, Department of Mines, State Governments, Regulatory Bodies, Customers, society and other business constituents during the year under review. Directors also take on record the appreciation for the contribution, commitment displayed and hard work of every employee of the Company resulting in successful performance during the year under review. The path to further growth is very exciting and your continued patronage would enable us to scale greater heights at a faster pace.



On Behalf of the Board of Directors,

Mr. Subhash Sharma

Chairman & Managing Director

Place: Mumbai

Date: 14th August, 2013

---

Mar 31, 2012

The Directors take great pleasure in presenting their report on the business and operations of the Company along with the 25th Annual Report to the Members with the audited financial statements for the year ended 31st March, 2012.

Financial Results

The consolidated performance of the Company for the financial year 2011-12 is summarized below:

(Rs. in Lacs)

Particulars FY 2011-12 FY 2010-11

Total Income 7,670.57 65,171.68

Profit/(Loss) before Depreciation & Amortization (1,531.34) 3,331.38

Less: Depreciation 2,274.08 1,928.25

Less: Amortization (Including Goodwill) 3,912.49 2,682.58

Profit/(Loss) before tax (7,717.91) (1,279.45)

Less: Provision for taxation 3.31 317.94

Profit/(Loss) after tax (7,721.21) (1,597.40)

Less: Prior Period Expense/(Income) 2.69 15.11

Less: Minority Interest — (1.80)

Profit available for appropriation (7,723.91) (1,610.71)

Appropriations:

Transfer to General Reserve

Proposed Dividend

Tax on Dividend - -

Balance Carried forward to Balance Sheet (7,723.91) (1610.71)

Review of Performance

In accordance with the requirements of the Listing Agreements, a consolidated Financial Statement of the Company is also included in this Annual Report comprising Warana Minerals Private Ltd. - a 100% subsidiary, Shri Warana Minerals (India) Private Ltd. - with 99.98% proportionate interest, Resurgere International FZE - a 100% non-integral foreign subsidiary and 70% proportionate interest in the jointly controlled entity i.e. Resurgere Coal India LLP which was incorporated only in Jan.,2011, therefore figures to this extent for the previous year is not comparable.

The total net sale has decreased by Rs. 575.01 crore from Rs. 651.72 crore last year to Rs. 76.71 crore this year - a decrease by 88.23%.

Dividend:

The Board of Directors has not recommended any dividend on the Equity Shares in view of the performance of the Company for the financial year ended 31st March, 2012. (previous year: NIL per Equity Share).

Transfer to reserve

No amount is proposed to be transferred to the General Reserve account.

Share Capital (consolidation)

During the year under review, pursuant to the approval of the members, by way of postal ballot notice dated 10th February, 2012, the face value of the equity shares of the Company has been consolidated from Re. 1/- each to Rs. 10/- each. The consolidation is effective from 20th March, 2012. The corporate action with the NSDL, CDSL and stock exchanges was done in June 2012 (the record date was 15th June, 2012 for the same). The Company is in process to distribute the net proceeds of sale of such fractional shares amongst the shareholders in proportion to their entitlement over such fractional shares after payment of all expenses of the sale and other related expenses.

Subsidiary Companies

As on March 31, 2012, your company has six subsidiary companies, namely:

1. M/s. Warana Minerals Private Limited

2. M/s. Shri Warana Minerals (India) Private Limited

3. Resurgere International FZE

4. M/s. Resurgere Sponge Iron Limited

5. M/s. Resurgere Ferro Alloys Limited

6. M/s. Resurgere Industries Limited

The above companies are wholly owned subsidiaries of the company. M/s. Resurgere Sponge Iron Limited and M/s. Resurgere Ferro Alloys Limited were incorporated on 1st March, 2011 and the M/s. Resurgere Industries Limited was incorporated on 10th March, 2011. The Board of the respective companies (incorporated in March 2011) has decided to have their first financial year to end 31st March, 2012. The accounts of these subsidiaries have been prepared for the financial year ending 31st March, 2012. In addition to the above, your company has one limited liability partnership namely "Resurgere Coal India LLP" with a 70% stake. All the subsidiaries are non-material and non-listed subsidiary companies as defined under Clause 49 of the Listing Agreement (s) entered into with the Stock Exchanges.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company also includes the financial results of its subsidiary companies.

There was no material change in the nature of the business of the subsidiaries. As required under the listing agreements with the Stock Exchanges, a consolidated financial statement has been prepared in accordance with the Accounting Standards.

The statement pursuant to Section 212 of the Companies Act, 1956 containing the prescribed details of subsidiaries is attached to this report.

Consolidated Financial Statements

The Audited Consolidated Accounts and Cash Flow Statement is part of this Annual Report. The Consolidated Accounts have been prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard and the provisions of the Listing Agreement (s) entered into with the Stock Exchanges.

Human Resource Development

Company encourages a culture that develops and empowers people, promotes team building and nurtures new ideas. The Company's recruitment practice ensures that suitable candidates with merit are recruited and provided with the right opportunities to grow within the organization.

Environment and Social Concern

Your Company continues its efforts for the betterment of the environment and conservation of scarce natural resources.

Depository System

Your Company's equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of 31st March, 2012, 99.82% of the equity shares of your Company were held in demat form.

Buy-back of Shares

During the financial year under review, Company has not announced any Buy-back of its shares.

Corporate Governance Report and Management Discussion and Analysis Statement

A report on Corporate Governance is attached to this Report as also a Management Discussion and Analysis statement. The Chairman and Managing Director's declaration regarding compliance with Company's Code of Conduct for Directors and Senior Management personnel forms part of report on Corporate Governance. The certificate from M/s. R. N. Gupta, Practicing Company Secretary on compliance of Corporate Governance norms as stipulated in Clause 49 of the listing agreement with the stock exchanges is included in this annual report.

Directors

Mr. Mayur Shah was appointed as Additional Director of the Company under Section 260 of the Companies Act, 1956 on 3rd January, 2012. In terms of the provisions of Section 260 of the Companies Act, 1956, Mr. Mayur Shah holds office up to the conclusion of the forthcoming Annual General Meeting (AGM) of the Company and is eligible for appointment. The Company has received notice from a member of the Company pursuant to section 257 of the Companies Act, 1956, proposing his candidature for the office of Director. Mr. Mayur Shah shall be liable to retire by rotation. The Board recommends his appointment as Director.

Mr. Alok Ambashta, Director of the Company retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. The Board recommends his re-appointment at the ensuing Annual General Meeting.

Company has received a requisition dated 2nd May, 2012, under section 257, along with a deposit of Rs. 500/- from Mr. Shyamsunder S. Jaipuria, resident of Ram Mandir Road, Yavatmal, Maharashtra - 445001, proposing his candidature as director of the company. Mr. Shyamsunder S. Jaipuria, is holding 648 equity shares of Re. 1/- each as on 2nd May, 2012, under demat account no. IN302269 10095249.

As appearing in the said notice, Mr. Jaipuria is an electrical engineer and engaged in the profession of consultancy. Your Directors recommend rejecting his candidature by opposing the resolution.

Mr. Amit Sharma, Whole-time Director, Mr. Ashwin Shanker Iyer and Mr. Nitin Sethi Directors of the Company, resigned as the director with effect from 24th August, 2011, 19th October, 2011 and 5th January, 2012 respectively. The Board places on record their gratitude and appreciation for the contribution of the said directors during their tenure as Director of the company.

Auditors

M/s. G. L. Mangal & Associates, Chartered Accountants, Mumbai, retires at the conclusion of the forthcoming AGM and is eligible for re-appointment. Members are requested to consider their re-appointment as Statutory Auditors of the Company from the conclusion of this AGM until the conclusion of next AGM of the Company, at a remuneration to be decided by the Board of Directors of the Company in consultation with the Auditors. The Company received confirmation from M/s. G. L. Mangal & Associates to the effect that their appointment if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956. The Board recommends their re-appointment.

Auditor's Report

The Notes forming part of Accounts, which are specifically referred to by the auditors in their report are self-explanatory and therefore, do not call for any further comments.

Internal Control System

The Company's present Internal Control Systems are commensurate with its size. However, looking at the growth in the size of the Company and its operations it is strengthening these systems further. The Company places great emphasis on the maintenance of effective internal controls, both from the point of view of compliance with statutory requirements as well as supporting the smooth and efficient running of the business.

In an effort to improve the reliability and efficiency of business processes that have an impact on financial reporting, the company embarked on an Internal Control Systems project to standardize and properly document the major processes and associated key controls.

Directors Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 ("Act"), as amended, with respect to Directors' Responsibility Statement, the Directors hereby confirm that:

(i) in the preparation of Annual Accounts for the year ended 31st March, 2012, the applicable Accounting Standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012, and of the profit and cash flow of the Company for the year ended 31st March, 2012;

(iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the Annual Accounts of the Company for the financial year ended 31st March, 2012 on a going concern basis.

Pledge of Shares

As on 31st March, 2012, 30500000 equity shares of Re. 1/- each were pledged from the promoter and promoter group holding in the Company.

Transfer of unpaid/unclaimed amounts to Investor Education Protection Fund (IEPF)

During the year, there were no amounts which remained unpaid/unclaimed for a period of seven years and which were required to be transferred by the company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

Information relating to outstanding share application money of Initial Public offer of the Company and the dates by which they need to be transferred to IEPF account:

Financial year Date of allotment Date on which share application money will become part of IEPF

2008-09 26th August, 2008 25th August, 2015

Shares in suspense account:

No equity share of the Company was in suspense account as on 31st March, 2012.

Fixed Deposits

The Company had neither invited nor accepted any public deposits, during the year, under Section 58A of the Companies Act, 1956 and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Particulars of employees

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report is being sent to all the members of the company and other entitled thereto excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption

The provisions of Section 217(1) (a) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not applicable to the Company.

However, the company has put into implementation effective measures to reduce energy consumption by purchasing and using energy efficient equipment. The company endeavors to use modern technology to carry out its operations.

Foreign Exchange Earnings and Outgo

The company has not made any exports during the year, nevertheless it will always strive for and avail export opportunities based on economic considerations in future.

Acknowledgement

The Directors of the Company take this opportunity to express their grateful sincere appreciation for the cooperation and support received from Company's Shareholders, Vendors, Financial Institutions, Bankers, Government of India, Department of Mines, State Governments, Regulatory Bodies, Customers, society and other business constituents during the year under review. Directors also take on record the appreciation for the contribution, commitment displayed and hard work of every employee of the Company resulting in successful performance during the year under review. The path to further growth is very exciting and your continued patronage would enable us to scale greater heights at a faster pace.

On Behalf of the Board of Directors,

Mr. Subhash Sharma Chairman & Managing Director

Place: Mumbai Date: 13th August, 2012

---

Mar 31, 2010

The Directors take great pleasure in presenting their Report on the business and operations of the Company along with the 23rd Annual Report to the members with the audited financial statements for the year ended 31st March 2010.

Financial Results

The consolidated performance of the Company for the financial year 2009-10 is summarised below:

(Rs Lacs)

Particulars FY 2009-10 FY 2008-09

Total income 53,215.89 40,724.58

Profit before depreciation and amortisation 5,157.93 4,506.01

Depreciation 366.12 38.69

Amortisation 311.38 1,235.82

Profit before tax 4,480.42 3,231.50

Provision for taxation 1,724.17 1,065.37

Profit after tax 2,756.25 2,166.12

Profit available for appropriation 2,762.42 2,161.15

Appropriations - -

Transfer to General Reserve

Proposed dividend

Tax on dividend

Balance carried forward to Balance Sheet 2,762.42 2,161.15

Review of Performance

In accordance with the requirements of the Listing Agreements, a consolidated Financial Statement of the Company is also included in this Annual Report.

The total net sales has increased by Rs. 92.48 crore from Rs. 433.97 crore last year to Rs. 526.45 crore this year - an increase by 21.30%. The gross profit has decreased by Rs. 11.10 crore. from Rs. 78.28 crore (18.05%) last year to Rs. 67.18 crore (12.75%) this year a decreased by 5.30%. The net profit after taxes has increased by Rs. 5.90 crore from Rs. 21.66 crore (4.99%) last year to Rs. 27.56 crore (5.24%) this year an increase by 27.23%.

Dividend

To converse the financial resources, no dividend has been recommended for the year under review and no amount are proposed to be transferred to reserves.

Share capital

During the year under review, the authorised share capital has been increased from Rs. 300,000,000 to Rs. 600,000,000 divided into 60,000,000 equity shares of Rs. 10 each vide resolutions passed at 30th September 2009, at the previous annual general meeting.

Subsequent to the reporting period, the authorised share

capital has been further increased from Rs. 600,000,000 to Rs. 1,000,000,000 divided into 100,000,000 equity shares of Rs. 10 each (vide postal ballot notice dated 28th May 2010 of which results were declared on 7th July 2010). It is again proposed to increase the authorised share capital from Rs. 1,000,000,000 to Rs. 3,000,000,000 and to sub-divide the equity share from the face value of Rs. 10 each into the face value of Rs. 1 each (vide postal ballot notice dated 27th July 2010).

a) Allotment of convertible warrants

In terms of the special resolution passed by the members of the Company by way of postal ballot, of which the result was declared on 14th December 2009, the Company has allotted on 30th January 2010, 6500000 warrants, at Rs. 125 per warrant (including a premium of Rs. 115 per warrant) convertible into equal number of equity shares. As on 31st March 2010, the 6500000 warrants are outstanding as the balance payment of 75% per warrant is yet to be received. The last date for conversion is on or before 29th July 2011.

b) Global depository receipts

On 25th June 2010, under authority of special resolution passed by the members of the Company by way of postal ballot, of which the result was declared on 14th December 2009, the Company allotted 31,249,998 equity shares of Rs. 10 each at a premium of Rs. 70 per equity share underlying 5,208,333 Global Depository Receipts (GDRs) each GDR representing six equity shares raising a total US$ 53.75 million. With effect from 28th June 2010, the Companys Global Depository Receipts (GDRs) are listed with Luxembourg Stock Exchange.

c) Bonus issue

In continuance to the Companys tradition of rewarding shareholders, the Board of Directors of the Company (“the Board”) at its meeting held on 27th July 2010 has recommended issue of bonus shares in the ratio of 2:1 i.e. Two new fully paid-up equity share of Rs. 1 each (after sub- division) for every one fully paid-up equity share of Rs. 1 each, to the eligible members of the Company as on the record date to be fixed by the Board for this purpose.

Subsidiary Companies

As on 31st March 2010, your Company has two subsidiary companies, namely, M/s Warana Minerals Private Limited and

M/s Shri Warana Minerals (India) Private Limited.

In terms of Section 212 of the Companies Act, 1956, the Directors Report, Balance Sheet, Profit and Loss Account of its subsidiary companies are attached to this Annual Report.

There was no material change in the nature of the business of the subsidiaries. As required under the Listing Agreements with the Stock Exchanges, a consolidated financial statement has been prepared in accordance with the Accounting Standards. The statement pursuant to Section 212 of the Companies Act, 1956 containing the prescribed details of subsidiaries is attached to this report.

In June, 2010, the Company has formed a wholly-owned subsidiary, “Resurgere International FZE” in UAE.

Human Resource Development

Company encourages a culture that develops and empowers people, promotes team building and nurtures new ideas. The Companys recruitment practice ensures that suitable candidates with merit are recruited and provided with the right opportunities to grow within the organisation. The percentage of employee turnover is almost nil in the Company.

Environment and Social Concern

Your Company continues its efforts for the betterment of the environment and conservation of scarce natural resources.

Depository System

Your Companys equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As of 31st March 2010, 99.46% of the equity shares of your Company were held in demat form.

Buy-back of Shares

During the financial year under review, the Company has not announced any buy-back of its shares.

Corporate Governance Report and Management Discussion and Analysis Statement

A report on Corporate Governance is attached to this report as also a Management Discussion and Analysis statement. The Chairman and Managing Directors declaration regarding

compliance with Companys Code of Conduct for Directors and Senior Management personnel forms part of report on Corporate Governance. The certificate from the Companys auditors confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the stock exchanges is included in this Annual Report.

Directors

Mr. Ashwin Shankar Iyer and Mr. Ajay Sethi were appointed as Additional Directors of the Company under Section 260 of the Companies Act, 1956 on 10th August 2010. In terms of the provisions of Section 260 of the Companies Act, 1956, Mr. Ashwin Shankar Iyer and Mr. Ajay Sethi holds office up to the conclusion of the forthcoming Annual General Meeting (AGM) of the Company and are eligible for appointment. The Company has received notice from a member of the Company pursuant to section 257 of the Companies Act, 1956, proposing their candidature for the office of Director. Mr. Ashwin Shankar Iyer and Mr. Ajay Sethi shall be liable to retirement by rotation. The Board recommends their appointment as Director.

Mr. Nitin Sethi, Director of the Company retires by rotation at the ensuing Annual General Meeting and is eligible for re- appointment. The Board recommends his re-appointment at the ensuing Annual General Meeting.

Mr. I. D. Agarwal and Mr. Burzin Somandy, Directors of the Company, resigned as the Director with effect from 10th August 2010. The Board places on record its appreciation to the contribution of the said directors during their tenure as Director of the Company.

Auditors

M/s. Churiwala & Co., Chartered Accountants, Mumbai, retires at the conclusion of the forthcoming AGM and is eligible for re-appointment. Members are requested to consider their re- appointment as Statutory Auditors of the Company from the conclusion of this AGM until the conclusion of next AGM of the Company, at a remuneration to be decided by the Board of Directors of the Company in consultation with the Auditors. The Company received confirmation from M/s Churiwala & Co., to the effect that their appointment if made, would be within the prescribed limits under Section 224(1B) of the

Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956.

Auditors Report

The Notes forming part of Accounts, which are specifically referred to by the auditors in their report are self-explanatory and therefore, do not call for any further comments.

Internal Control System

The Companys present internal control systems are commensurate with its size. However, looking at the growth in the size of the Company and its operations it is strengthening these systems further. The Company places great emphasis on the maintenance of effective internal controls, both from the point of view of compliance with statutory requirements as well as supporting the smooth and efficient running of the business.

In an effort to improve the reliability and efficiency of business processes that have an impact on financial reporting, the company embarked on an Internal Control Systems project to standardise and properly document the major processes and associated key controls.

Directors Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 (“Act”), as amended, with respect to Directors Responsibility Statement, the Directors hereby confirm that:

(i) In the preparation of Annual Accounts for the year 2009- 10, the applicable Accounting Standards have been followed and there are no material departures;

(ii) They have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2010, and of the profit and cash flow of the Company for the year ended 31st March 2010;

(iii) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate

accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the Annual Accounts on a going concern basis.

Transfer of unpaid /unclaimed amounts to Investor Education Protection Fund (IEPF)

During the year there were no amounts which remained unpaid / unclaimed for a period of seven years and which were required to be transferred by the company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

Shares in suspense account:

No equity share of the Company was in suspense account as on 31st March 2010.

Fixed Deposits

The Company had neither invited nor accepted any public deposits, during the year, under Section 58A of the Companies Act, 1956 and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Particulars of employees

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the name and other particulars of employees are required to be set out in the Annexure to the Directors Report. However, as per the provisions of Section 219 (1) (b) (iv) of the Act, the Annual Report is being sent to all the members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption

The provisions of Section 217(1) (a) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the

report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not applicable to the Company.

However, the Company has put into implementation effective measures to reduce energy consumption by purchasing and using energy efficient equipment. The Company endeavors to use modern technology to carry out its operations.

Foreign Exchange Earnings and Outgo

The company has not made any exports during the year, nevertheless it will always strive for and avail export opportunities based on economic considerations in future.

During the year under review, the Company made following transactions in foreign currency.

(RS In Lacs)

Particular 2009-10 2008-09

Expenditure in Foreign Currency 45.56 522.73

Earning in Foreign Currency Nil 2,117.12

Acknowledgement

The Directors of the Company take this opportunity to express their grateful sincere appreciation for the cooperation and support received from Companys shareholders, vendors, financial institutions, bankers, Government of India, Department of Mines, State Governments, regulatory bodies, customers, society and other business constituents during the year under review. Directors also take on record the appreciation for the contribution, commitment displayed and hard work of every employee of the Company resulting in successful performance during the year under review. The path to further growth is very exciting and your continued patronage would enable us to scale greater heights at a faster pace.

On Behalf of the Board of Directors,

Mr. Subhash Sharma

Chairman & Managing Director

Place: Mumbai Mr. Amit Sharma

Date: 26th August 2010 Whole-time Director