Home  »  Company  »  Rohit Ferro-Tech  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Rohit Ferro-Tech Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors are pleased to present the 16th Annual Report of the Company together with Audited Accounts for the financial year ended 31st March, 2016.

Financial Highlights

(Rs. in Crores)

Standalone

Particulars

Current Year 31-03-2016

Previous Year 31-03-2015

Revenue from Operation (net)

1430.24

1875.42

Other Income

6.64

7.59

Total Revenue

1436.88

1883.01

Profit before Finance Cost, Depreciation and Tax

(223.60)

(131.84)

Less: Depreciation & Amortisation

30.04

25.75

Less: Finance Cost

230.43

195.24

Less: Tax Expenses

-

-

Net Profit after Tax

(484.07)

(352.83)

Less: Exceptional Item

-

-

Profit for the Year

(484.07)

(352.83)

Add: Balance brought forward from previous year

(321.38)

33.95

Profit/(Loss) available for appropriation

-

-

Appropriation of Profits

Proposed Dividend

-

-

Corporate Dividend Tax

-

-

Differential Depreciation as per Companies Act, 2013

1.40

(2.49)

Balance carried over to Balance Sheet

(804.05)

(321.39)

FINANCIAL AND OPERATIONAL REVIEW

During the year under review the Company has achieved a total revenue from Operation of Rs. 1430.24 Crores (P.Y. Rs. 1875.42). The company incurred a net loss of Rs. 484.07 Crores due to huge finance cost, increase in input cost and lower realizations owing to availability of cheaper steel imports etc.

The plant at Haldia has been put under suspension of work since 01.07.2015 mainly on account of substantial gap in Tariff of Electricity by West Bengal State Electricity Distribution Company Limited (WBSEDCL) and Damodar Valley Corporation (DVC). For the Haldia Plant, the company had to procure electricity from WBSEDCL, whose rate is 30% higher compared to DVC and as a result the Company was incurring huge losses.

State Bank of India, the leader of Consortium of Lenders Banks in the meeting of Joint Lenders Forum (JLF) decided to invoke SDR against the Company w.e.f. 30th November, 2015. The scheme, however, has not been implemented so far.

DIVIDEND

In view of the huge losses incurred by the Company, the Directors of the Company do not recommend any Dividend for the financial year 2015-16.

TRANSFER TO RESERVE

In view of the huge losses incurred by the Company during the year under review, no amount has been transferred to reserves.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance of provisions of Companies Act, 2013 Mr. Suresh Kumar Patni (DIN: 00032674), retires by rotation and being eligible, offers himself for re-appointment.

Mr. R.K. Burnwal was appointed as an Additional Director and also Executive Director (Works) by the Board on 24.03.2016. Subsequently consent of Shareholder was obtained by means of Postal Ballot held on 13.05.2016 for his appointment as Executive Director (works) liable to retire by rotation.

Mr. Venkata Bhaskara Rao Maddala (DIN: 01526381), who was appointed as a non executive director by shareholders in last AGM had expressed his unwillingness to continue as a director of the Company and consequently resigned on 14.11.2015.

Mr. Dinesh Biyanee (DIN: 00122369), Executive Director of the Company had also expressed his unwillingness to continue as director and tendered his resignation on 31.03.2016.

Mr. Parama Bhattaraka Lahiri (DIN: 01717273), was appointed as a Nominee Director by the Board w.e.f. 30.09.2015 representing State Bank of India. Mr. Parama Bhattaraka Lahiri shall not be liable to retirement by rotation and shall not require to hold any qualification shares.

Mr. Ankit Patni (DIN:00034907) who was appointed by the Board of Directors as an Additional Director of the Company with effect from September 30, 2015 and who holds office upto the date of this ensuing Annual General Meeting being eligible, consented himself for appointment as a Non-Executive Non-Independent Director liable to retire by rotation. Subsequently the Board of directors in its meeting held on 29.08.2016 has appointed him as Managing director w.e.f. 29.08.2016 liable to retire by rotation subject to approval of the Central Government and Shareholders.

The brief particulars of the Directors seeking their appointment/re-appointment have been given in the notice convening the ensuing Annual General Meeting and is annexed to the notice as required in terms of Regulation 36(3) of the SEBI(Listing Obligation and Disclosure Requirement) Regulations, 2015 (‘SEBI Listing Regulations'') and the Board recommends their appointment/re-appointment as set out in the notice.

There was no change in other Directors & Key Managerial Personnel.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a. that in the preparation of the Annual Accounts, for the Year ended 31st March, 2016 the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

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

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

d. that they have prepared the accounts for the financial year ended on 31st March, 2016 on a ''going concern'' basis.;

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

f. that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The details of the number of meetings of the Board of Directors held during the financial year 2015-16 forms a part of the Corporate Governance Report.

STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations with Stock Exchanges.

NOMINATION & REMUNERATION POLICY

The Company''s Nomination & Remuneration Policy and other matters provided under Section 178(3) of the Act, has been disclosed in the Corporate Governance Report which form part of Directors Report.

BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance, the directors individually as well as the evaluation of the functioning of various Committees. The Independent Directors also carried out the evaluation of the Chairman and the Non-Independent Directors, the details of which are covered in the Corporate Governance Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT (MDA)

The details of operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been analyzed in the Management Discussion and Analysis Report section which forms a part of the Annual Report.

CORPORATE GOVERNANCE

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (Listing Regulations), the Corporate Governance Report and the Auditors'' Certificate regarding compliance of conditions of Corporate Governance are annexed to this report.

SUBSIDIARIES

As on 31st March, 2016, the Company has 2 (two) Subsidiaries i.e. M/s. SKP Overseas Pte. Ltd. (Wholly Owned Subsidiary) and M/s. PT Bara Prima Mandiri of Indonesia (Step down subsidiary). There is no change in the status of the holding in the financial year under review.

Pursuant to the provisions of Section 129(3) of the Act, this requires attaching of the Balance Sheet, Profit & Loss Account and other documents of its subsidiary companies to its Balance Sheet. Accordingly, the said documents are included in this Annual Report. The financial data of the Subsidiaries forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

As per requirement of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 the Company has prepared Consolidated Financial Statements in accordance with the relevant Accounting Standards (AS-21) issued by the Institute of Chartered Accountants of India (ICAI). The Audited Consolidated Financial Statements along with the Auditors Report thereon form part of the Annual Report.

CREDIT RATING

The Company''s credit rating for Long-Term Loans & Fund Based Limits has been revised to ''[ICRA] D'' and Short-Term Limits has been revised to ''[ICRA] D'', by ICRA Limited.

PUBLIC DEPOSITS

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

INSURANCE

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

AWARDS & ACHIEVEMENTS

During the year under review the Company was awarded for Export Excellence by EEPC INDIA for highest exporter in the product group Thrust Markets for Thrust Products in the large enterprise category for the outstanding contribution to Engineering Exports during year 2013-14 in Ferro Alloy Segment (Eastern Region).

CHANGE IN CAPITAL STRUCTURE & MEMORANDUM OF ASSOCIATION

During the year under review, Shareholders of the Company at their meeting of Postal Ballot held on 13.05.2016 have approved increase in the Authorized Share Capital of the Company from ''185,0000,000 (Rupees One Hundred Eighty Five Crores only) divided into 18,5000,000 (Eighteen Crores Fifty Lacs) Equity Shares of Rs. 10/- each to Rs. 415,00,00,000 (Rupees Four Hundred Fifteen Crores only) divided into 415,00,0000 ( Forty-one Crores Fifty Lacs) Equity Shares of Rs. 10/- each by creation of 230,000,000 (Twenty Three Crores) Equity Shares of Rs. 10/- each pursuant to invocation of SDR Scheme .

As the implementation of SDR has been kept in abeyance by the Lenders, the Authorised Capital has not been increased by the Company.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return as on the financial year ended on 31.03.2016 in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is set out as an Annexure-I to the Directors. Report and form part of this Annual Report.

AUDITORS AND AUDITORS'' REPORT

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. R. Kothari & Co., Chartered Accountants (FRN:307069E) , were appointed as Statutory Auditors of the Company until the conclusion of the Nineteenth (19th) AGM of the Company, subject to ratification by members at every Annual General Meeting. The Company has received a confirmation from M/s. R. Kothari & Company, Chartered Accountants, to this effect that their appointment, if ratified, would be within the limits prescribed under section 139 of the Companies Act, 2013 and the rules framed there under and in accordance with section 141 of the Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under Regulation 33(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Observations of the Auditors M/s. R. Kothari & Co, Chartered Accountants, on Standalone Financial Statement of the Company have been dealt with in the Accounts annexed as note which are self explanatory and do not call for any further comments.

Observations & comments of the Auditors M/s. R. Kothari & Co., Chartered Accountants, on Consolidated Financial Statements of the Company and comments of Board of directors have been dealt hereunder:

The Auditors of the Company''s subsidiary viz., M/s SKP Overseas Pte Ltd. have qualified their Report by disclaimer of Opinion with remarks that (i) they have not sited any audit evidence relating to the investments in PT Pacific Samudra Perkasa amounting to USD 60 lacs (INR 3979.97 lacs) and they are not in a position to determine whether the company needs to provide for any possible impairment loss relating to the investment, (ii) They are not in position to determine whether any provision is required for doubtful debts for other receivable amounting to USD 126.24 lacs (INR 8373.85 lacs),(iii) the Company has not provided for impairment loss on investment in the subsidiary amounting to USD 59 lacs (INR 3913.64 lacs) due to loss in the subsidiary resulting in negative net worth and (iv) they are of opinion that the deferred expenditure amounting to USD 37.78 lacs (INR 2506.26 lacs) should be written off as the director are unable to provide audit evidence to confirm the reasonableness of the amount stated in the financial statement.

The Board of Directors comments are (i) Investment are secured by way of pledge of the Bonds of the Investee for acquiring economic interest in a coal mine to the extent of investment made by the Company, (ii) Appropriate steps have been taken for recovery of doubtful debtors, (iii) the value of mine in possession of the subsidiary (not reflect in books) is quite sufficient and impairment is not required and (iv) the amount stated as deferred expenditure is actual and reasonableness and once the production commences it can be recovered.

INTERNAL AUDITORS

M/s. NR & Associates, Cost Accountants, has been appointed as Internal Auditors of the Company for the Financial Year 2016-17.

COST AUDITORS

In terms of section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, on the recommendation of Audit Committee, the Board of Directors has appointed Mr. S .B. & Associates, Cost Accountant (FRN No.00109), as Cost Auditor of the Company, at a remuneration of Rs. 35,000/- plus applicable taxes and reimbursement of out of pocket expenses incurred by them to conduct an audit of the cost accounting records maintained by the Company for the Financial year beginning from 01.04.2016 and ending on 31.03.2017.

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

INTERNAL FINANCIAL CONTROLS

The Companies Act, 2013 has mandated the Company to have a formal framework of Internal Financial Controls (IFC) and has also laid down specific responsibilities on the Board, Audit Committee, Independent Directors and Statutory Auditors with regard to IFC.

The financial control system and framework is required to ensure:

- The orderly and efficient conduct of its business,

- Safeguarding of its assets,

- The prevention and detection of frauds and errors,

- The accuracy and completeness of the accounting records and

- The timely preparation of reliable financial information.

The Board reviews the effectiveness of controls documented as part of Internal Affairs and Financial Control (IAFC) framework and take necessary corrective actions, where weaknesses are identified as a result of such reviews. This review covers entity level controls, fraud risk controls and information technology environment.

The Policies and procedure adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the Company''s policies, prevention and detection of frauds and errors, accuracy and completeness of the records and the timely preparation of reliable financial information. Based on this evaluation, no significant events had come to notice during the year that have materially affected, or are reasonably likely to materially affect our IFC. The management has also come to the conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company.

The Statutory Auditor of the Company has audited the IFC over Financial Reporting and their Audit Report is annexed as Annexure-B to the Independent Auditors'' Report under Financial Statements.

AUDIT COMMITTEE

The details pertaining to composition and terms of reference of the Audit Committee are included in the Corporate Governance Report, which form part of this report.

NOMINATION AND REMUNERATION COMMITTEE

The details pertaining to composition and terms of reference of the Nomination and Remuneration Committee are included in the Corporate Governance Report, which form part of this report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The details pertaining to composition and other matters of the Stakeholders Relationship Committee are included in the Corporate Governance Report, which form part of this report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

The details pertaining to composition and other matters of the Corporate Social Responsibility Committee (CSR Committee) are included in the Corporate Governance Report, which form part of this report.

VIGIL MECHANISM POLICY

In compliance with provisions of the Section 177(9) of the Companies Act, 2013, and the Listing Agreement, the Company has formulated a Vigil Mechanism Policy for Directors and employees to report their genuine concerns, details of which has been given in the Corporate Governance Report annexed to this report and also posted on the website of the Company.

RISK MANAGEMENT POLICY

The Company has a Risk Management framework in place which is designed to identify, assess and monitor various risks related to key business and strategic objectives and lead to the formulation of a mitigation plan which is reviewed by the Audit Committee and approved by the Board from time to time. All identified risks are categorized based on a matrix of likelihood of occurrence and impact thereof and a mitigation plan is worked out to the extent possible. Major risks in particular areas monitored regularly and the Board of Directors of the Company is kept abreast.

EXECUTIVE COMMITTEE

The details pertaining to composition and terms of reference of the Executive Committee are included in the Corporate Governance Report, which form part of this report.

FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the financial year 2015-16 had familiarised the Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarise them with the Company''s policies, procedures and practices.

Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company, business strategy and risks involved.

SECRETARIAL AUDITORS & REPORT

The Company appointed M/s. A J & Associates, Practising Company Secretary, (Membership No. FCS 4975 and Certificate of Practice No. 3426) as the Secretarial Auditor of your Company for FY 2015-16 to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed as Annexure-II and forms part of the Report.

SECRETARIAL AUDITOR OBSERVATION

The Secretarial Auditor has the following observations in Form MR-3 enclosed as Annexure-II.

(i) Form MGT-14 for Appointment of Internal Auditor u/s 138 for the year 2015-16 is yet to be filed

(ii) Certain Form MR 1 for appointment of KMP during 2015-16 is yet to be filed.

(iii) It was noted that the company has complied the Secretarial Standard issued by the ICSI to a large extent; however the stricter implementation of the Secretarial Standards is yet to be observed by the Company.

(iv) It has been observed that the company has defaulted in the payments of statutory dues within the prescribed time.

(v) There has been some instances where the Forms were filed with some delay, thereby paying the additional fees. Our Comments are as under:

(i) Owing to technical glitches at MCA Portal throughout the last year, the filings were failing at many times. This led to confusion at our end and the Form was not filed, steps will be taken to file the same.

(ii) Owing to technical glitches at MCA Portal throughout the last year, the filings were failing at many times. This led to confusion at our end and the Form MR 1 was not filed, steps will be taken to file the same.

(iii) As the Secretarial Standards were issued in the current year only, we are trying our level best to implement these in entirety in the near future.

(iv) Statutory payments were delayed mainly due to poor liquidity position.

CONTRACT AND ARRANGEMENT WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year were on an arm''s length basis and were in the ordinary course of business. During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company''s materiality of related party transactions. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no materially significant Related Party Transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.

The Policy on materiality of related party transaction as approved by the Board may be accessed on the Company''s Website www.rohitferrotech.com. Your Directors drew attention of the members to Note 36 to the Financial Statement which sets out related party disclosures.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 if any, are given in the notes to the Financial Statement.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

During the year under review, your company transferred a sum of Rs. 2,19,925.00 (Rupees Two Lacs Nineteen Thousand Nine Hundred Twenty five only) to IEPF of the Central Government, being the dividend amount pertaining to the financial year ended on 31.03.2008, which was due and payable and remained unclaimed and unpaid for a period of 7 years as provided in Section 205A and 205C of the Companies Act 1956 read with the Investor Education & Protection Fund ( Awareness and Protection of Investors) Rules, 2001.

PARTICULARS OF EMPLOYEES

As required under provisions of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of the employees concerned forms a part of the Board''s Report as Annexure-III.

DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of the Board''s Report as Annexure-IV.

DETAILS OF SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY''S OPERATION

To the best of our knowledge the Company has not received any such order by Regulators, Courts or Tribunals during the year under review which may impact the going concern status or the Company''s operations in future.

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

- Consequent upon invocation of SDR by Lenders, necessary approvals were obtained for issuance of 22,50,00,000 shares to Lenders through conversion of part of debt and also issuance of 7,28,00,000 shares to Promoters by converting the Unsecured loans. Subsequently, the allotment to Lenders by conversion of debt was advised to be kept in abeyance by the Lenders. However, the Lenders advised the Company to allot 1,36,57,001 shares to Promoters by converting a part of the Unsecured loan. The allotment would be well within the permissible ratio of Promoter and Public holding of 75: 25. The Board has since allotted the shares as advised by Lenders.

- The Authorized Capital of the Company has been increased pursuant to SDR Scheme as invoked to Rs. 415, 00,00,000 (Rupees Four Hundred Fifteen Crores only) divided into 415,000,000 (Forty-one Crores Fifty Lacs) Equity Shares of Rs. 10/- each by creation of 230,000,000 (Twenty Three Crores) Equity Shares of Rs. 10/- each. However, as the implementation was subsequently kept in abeyance by the Lenders, the Capital has not been increased by the Company.

- The Company has become a sick industrial company as per Section 3(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 as the accumulated losses of the Company at the end of Financial Year 31.03.2016 exceeded its entire net worth as per Audited Financial Statement as on 31.03.2016. The Company will make reference to the Board for Industrial and Financial Reconstruction (BIFR) under Section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985.

- As per Companies (Indian Accounting Standard) (Ind AS), every listed Company and their holding and subsidiary companies (other than banking companies, insurance companies and non banking financial companies) are required to comply with Ind AS in the preparation of their financial statements for accounting periods beginning on or after April, 2016, with the comparatives for the periods ending March, 2016. Accordingly the Company has adopted Ind AS with effect from April 1, 2016. The Company has devised a suitable implementation plan for adoption of Ind AS.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

The Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING

As required under provisions of Section 134 of the Companies Act, 2013 and read with Rule 8(3) of the Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the ''Annexure-V'' which is annexed hereto and forms part of the Board''s Report.

GREEN INITIATIVE

The Company welcomes and supports the ''Green Initiative'' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report to shareholders at their e-mail address previously registered with the DPs/Company/RTAs. Those holding shares in demat form can register their e-mail address with their concerned DPs. To support the ''Green Initiative'', the Members who have not registered their e-mail addresses are requested to register the same with Registrar and Share Transfer Agent/Depositories for receiving all communication including Annual Report, Notices, Circulars etc. from the Company electronically.

INDUSTRIAL RELATIONS

During the year under review industrial relations and the Company''s manufacturing complexes were remained cordial. APPRECIATION

The Directors wish to place on record their sincere appreciation for the continued assistance and co-operation extended to the Company by the Shareholders, Regulatory & Government Authorities, Suppliers, Customers and Bankers and to other entire workforce including valuable contribution of the employees at all levels who are continuing their assistance to the Company.

For and on behalf of the Board

Rohit Ferro-Tech Limited

Suresh Kumar Patni

Kolkata,

29th August, 2016 Chairman


Mar 31, 2014

Dear Shareholders

The Directors are pleased to present the 14th Annual Report of the Company together with Audited Accounts for the financial year ended 31st March, 2014.

Financial Highlights (Rs. in Crores)

Standalone Current Year Previous Year Particulars 31-03-2014 31-03-2013

Revenue from Operation (net) 2,486.30 2,258.54

Other Income 8.22 11.68

Total Revenue 2,494.52 2,270.22

Profit before Finance Cost, Depreciation and Tax (68.87) 242.81

Less: Depreciation& Amortisation 30.07 29.53

Less: Finance Cost 166.11 143.84

Less: Tax Expenses (36.45) 13.91

Net Profit after Tax (228.60) 55.53

Less: Exceptional Item - 26.61

Profit for the Year (228.60) 28.92

Add: Balance brought forward from previous year 262.55 233.63

Profit/(Loss) available for appropriation 33.95 262.55 Appropriation of Profits

Proposed Dividend - -

Corporate Dividend Tax - -

Balance carried over to Balance Sheet 33.95 262.55

33.95 262.55

Financial and Operational Review

During the year under review the Company has achieved a total revenue from Operation of Rs. 2,486.30 Crores (P.Y. Rs. 2,258.54 Crores) but incurred a net loss of Rs. 228.60 crores due to depressed market price for ferro alloys and increase in input cost impacting the net realisation and margin. Weaker domestic demand and slower growth in several key markets, mining crisises and uncontrolled inflation in the country has resulted in the increase in the cost of raw materials and other overheads which could not be passed on to the customers.

Dividend

In view of the losses incurred by the Company, the Directors of the Company do not recommend any Dividend for the Financial Year 2013-14.

Subsidiaries

As on 31st March, 2014, the Company has 2 (two) Subsidiaries i.e. M/s SKP Overseas Pte. Ltd. (Wholly Owned Subsidiary) and M/s PT Bara Prima Mandiri of Indonesia (Step down subsidiary). There is no change in the status of the holding in the financial year under review.

Consolidated Financial Statement

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 (Act), the Ministry of Corporate Affairs vide its General Circular No 2/2011 dated February 8, 2011, has granted a general exemption subject to certain conditions to holding Companies from complying with the provisions of Section 212 of the Act, which requires attaching of the Balance Sheet, Profit & Loss Account and other documents of its subsidiary companies to its Balance Sheet. Accordingly, the said documents are not included in this Annual Report. The financial data of the Subsidiaries forms part of the Annual Report. The Company will make available the said annual accounts and related detailed information of the Subsidiary Companies upon the request by any member of the Company or its Subsidiary Companies. These accounts will also be kept open for inspection by any member at the Corporate Office of the Company and the Registered Office of the Subsidiary Companies.

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

Expansion Projects under Implementation

Jajpur Unit- Odisha

Captive Power Plant of 67.5 MW & 33 MVA Furnace

The basic engineering and civil and structural work of Captive Power Plant of 67.5 MW & 33 MVA Furnace is completed. Due to delay in delivery of the some major equipment''s having long lead time the project is not completed in its schedule time. The Company expects to commence the commercial operation of the said projects by the end of September, 2014.

Coal Mines

During the year under review, the coking coal mine in Indonesia owned by M/s. PT Bara Prima Mandiri through the Subsidiary SKP Overseas Pte. Ltd., Singapore has started commercial production. The mine located in Central Kalimantan province of Indonesia has an estimated coking coal reserve of 10 MN Tonnes.

The Company is also having 60% economic interest in a thermal coal mine in Indonesia owned by M/s PT Palopo Indah Raya through its aforesaid Subsidiary. The mine located in Central Kalimantan province of Indonesia has an estimated thermal coal reserves of 20 MN Tonnes.

Credit Rating

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

Public Deposits

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

Insurance

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

Awards & Achievements

During the year under review the Company was awarded for Export Excellence by EEPC INDIA for star performance in 2011-12 in Ferro Alloy Segment (Eastern Region).

Debt Restructuring

The Corporate Debt Restructuring Scheme (CDR) of the Company was approved by the CDR -EG in their meeting held on 24th March, 2014. A debt of Rs. 1,854.56 Crores has been restructured, additional fund provided and future interest funded.

The re-structuring was based on the Techno-Economic Viability study which was conducted by an independent third party consultants appointed by the Monitoring Institute, State Bank of India (SBI).

The Company has executed the Master Restructuring Agreement (MRA) and other documents with the lender bankers on 31st March, 2014 and also fulfilled the pre-requisite conditions for the implementation of the CDR Scheme.

Directors

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

Mr. Dinesh Biyanee, Executive Director of the Company, whose terms of appointment expired on 31st March, 2014 has been re-appointed by the Board of Directors for a further period of one year w.e.f. 1st April, 2014, subject to approval of Central Government and the shareholders in the ensuing Annual General Meeting.

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

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

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

Management Discussion & Analysis and Corporate Governance Report

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

Directors'' Responsibility Statement

The Directors confirm:

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

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

* that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* that they have prepared the accounts for the financial year on a ''going concern'' basis.

Auditors and Auditors'' Report

M/s. S. Jaykishan, Chartered Accountants (FRN: 309005E), holds office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The members are requested to consider their appointment as the statutory auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the seventeenth (17th) Annual General Meeting of the Company subject to ratification by members at every Annual General Meeting held after this Annual General Meeting on such remuneration as shall be fixed by the Board of Directors

Auditors Observation

Based on the Audit Report issued by the Auditors of the Company''s Subsidiary M/s. SKP Overseas Pte Ltd., the Auditors of the Company qualified their report on the Consolidated Accounts of the Company. The observation of the Auditors in case of the Company''s subsidiary M/s. SKP Overseas Pte. Ltd. and the comment of the Board of Directors thereon are as here under:

a) The Auditors of the Company qualified their report with remarks that due to non receipt of the financial statement of M/s. PT Pacific Samudra Perkasa the Auditors are not able to satisfy themselves on the carrying value of the investment at the end of the year.

The Board of Directors state that due to non availability of the financial statement of M/s PT Pacific Samudra Perkasa, the management of the subsidiary Company were unable to provide the financial statement of the investee Company for the purpose of ascertaining the carrying value of the investment. The Company''s investment is however secured by way of pledge of the bond of the said investee Company for acquiring economic interest in a coal mine to the extent of investment made by the Company.

Cost Audit

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

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

Particulars of Employees

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

Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgoing

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

Acknowledgement

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

For and on behalf of the Board Suresh Kumar Patni Kolkata, 25th August, 2014 Chairman


Mar 31, 2013

Dear Shareholders

The Directors are pleased to presentthe 13th Annual Report of the Company together with Audited Accounts for the financial year ended 31st March, 2013.

Financial Highlights (Rs.in Crores)

Standalone Current year Previous Year PartlCU''arS 31-03-2013 31-03-2012

Revenue from Operation (net) 2,258.54 1,677.30

Other Income 7.61

Total Revenue 2,270.22 1,684.91

Profit before Finance Cost, Depreciation and Tax 242.81 188.15

Less: Depreciation & Amortisation 29.53 21.69

Less: Finance Cost 1443.84 106.21

Less:Tax Expenses 1.91 19.94

Net Profit after Tax 55,53 40.31

Less: Exceptional Item 26.61

Profit for the year 28.92

Add : Balance brought forward from previous year 233.63 197.98

Profit available for appropriation 262,55 238.29

Appropriation of Profits

Proposed Dividend 4.01

Corporate Dividend Tax 0.65

Balance carried over to Balance Sheet 23.63

262.55 238.29

Financial and Operational Review

During the year under review the net sales/income from operation increased from Rs. 1,677.30 Crores in FY 2011-12 to Rs. 2,258.54 Crores in FY 2012-13 representing an increase of 34.65%. Profit after tax for the year stood to Rs. 55.53 Crores as compared to Rs. 40.31 Crores in previous year registering a growth of 37.75%.

Dividend

Considering the financial requirements towards the refurbishment and modernisation of Sub-merged Arc furnaces at Bishnupur and Jajpur and increased Working Capital Requirement, which we believe will enhance shareholders value in long term, the Director of your Company do not recommend any Dividend for the financial year 2012-13.

Subsidiaries

The Company carries a part of its business activity through a Wholly Owned Subsidiary Company M/s. SKP Overseas Pte. Ltd. incorporated at Singapore. During the year under review the Wholly Owned Subsidiary Company has acquired 60% equity stake in a Company M/s. PT Bara Prima Mandiri of Indonesia, a Company in which M/s. SKP Overseas Pte. Ltd. already had 60% economic interest. By virtue of the acquisition of equity stake M/s. PT Bara Prima Mandiri of Indonesia has become a subsidiary of M/s. SKP Overseas Pte. Ltd.

Consolidated Financial Statement

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 (Act), the Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated February 8,2011, has granted a general exemption subject to certain conditions to Holding Companies from complying with the provisions of Section 212 of the Act, which requires attaching of the Balance Sheet,

Profit&LossAccountandotherdocumentsofitsSubsidiary Companies to its Balance Sheet. Accordingly, the said documents are not being included in this Annual Report. The financial data of the Subsidiaries forms part of the Annual Report. The Company will make available the said annual accounts and related detailed information of the Subsidiary Companies upon the request by any member of the Company or its Subsidiary Companies. These accounts will also be kept open for inspection by any member at the Corporate Office of the Company and the Registered Office of the Subsidiary Companies.

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

Changes in Share Capital

During the year under review, the Company has allotted 3,35,00,000 equity shares of Rs. 10/- each on preferential basis at a premium of Rs. 50/- per share aggregating to Rs. 201.00 Crores to the entities belonging to promoter group and strategic investors belonging to non promoters group.

Consequent to said allotment, the paid up Share Capital of the Company stood increased to Rs. 1,13,77,61,230. 00. The entire proceeds received from the preferential allotment has been utilised towards the object of the issue.

New Projects and Expansions

JajpurUnit-Odisha

Captive Power Plant of 67.5 MW

The Directors of your Company are pleased to inform that the installation of the 67.5 MW Captive Power Plant at its Jajpur unit is in progress. The basic engineering, civil work and structural fabrication has progressed significantly. All major equipments having long lead time has been received at the site and erection work is under process.

33 MVA Furnace

The basic engineering, civil and fabrication work of 33 MVA Arc Furnace at Jajpur unit is under progress. The Company has placed orderforall major Plant & Machineries and the delivery of the Plant& Machineries are as per Schedule.

Coal Mines

The Company has acquired 60% equity stake in a coking coal mine in Indonesia owned by M/s. PT Bara Prima Mandiri through its Subsidiary M/s. SKP Overseas Pte. Ltd., Singapore. The mine located in Central Kalimantan province of Indonesia has a estimated coking coal reserve of 10 MN Tonnes.

The Company is also having 60% economic interest in thermal coal mine in Indonesia owned by M/s. PT Palopo Indah Raya through its aforesaid Subsidiary. The mine located in Central Kalimantan Province of Indonesia has an estimated thermal coal reserves of20MN Tonnes.

Credit Rating

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

Public Deposits

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

Insurance

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

Awards & Achievements

Duringtheyearunder review the Companywas awarded for Export Excellence by EEPC INDIA for star performance in 2010- 2011 in Ferro Alloy Segment (Eastern Region).

Directors

Mr. Asoke Kumar Basu retire by rotation and being eligible, offer himself for re-appointment.

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

Mr. Jay Shanker Shukla has been appointed as an Additional Director w.e.f. 9th October, 2012 to hold office upto the date of the next Annual General Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956 proposingthe candidature of Mr. Jay Shanker Shukla as Director of the Company.

Mr. Binit Jain has resigned from the position of Executive Director as well as from the Directorship of the Company with effect from 1st April, 2013. The Board of Directors recorded its appreciation for the valuable services rendered by Mr. Binit Jain to the Company.

Mr. Dinesh Biyanee has been appointed as an Additional Director w.e.f. 1st April, 2013 to hold office upto the date of the next Annual General Meeting. The Company has received notice under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Dinesh Biyanee as Director of the Company. Based on the recommendation of the Remuneration Committee and subject to the approval of the members in the ensuing Annual General Meeting, Mr. Dinesh Biyanee has been appointed as an Executive Director (Works) of the Company for a period of 1 (one) year w.e.f. 1st April, 2013.

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

Management Discussion & Analysis and Corporate Governance Report

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

Directors''Responsibility Statement

The Directors confirm:

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

that they have selected such accounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to givea true and fairviewofthe state of affairs of the Companyand of the profit or loss ofthe Company forthat period;

that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detectingfraudandotherirregularities;

that they have prepared the accounts for the financial year on a ''going concern'' basis.

Auditors

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

Auditors Observation

Based on the Audit Report issued by the Auditors of the Company''s Subsidiary M/s. SKP Overseas Pte Ltd., the Auditors of the Company qualified their report on the Consolidated Accounts of the Company. The observation of the Auditors in case of the Company''s subsidiary M/s. SKP Overseas Pte. Ltd. and the comment of the Board of Directors thereon are as here under:

a) The Auditors of the Company qualified their report with remarks that due to non receipt of the financial statement of

M/s. PT Pacific Samudra Perkasa the Auditors are not able to satisfy themselves on the carrying value of the investment atthe end ofthe year.

The Board of Directors state that due to non availability of the financial statement of M/s PT Pacific Samudra Perkasa in desired time, the management of the subsidiary company were unable to provide the financial statement of the investee company for the purpose of ascertaining the carrying value ofthe investment. The Company''s investment is howeversecured by way of pledge ofthe bond of the said investee company for acquiring economic interest inacoal mine to the extent of investment made by the Company.

b) The Auditors of the Company qualified their report with remarks that they are unable to satisfy themselves in the recoverability ofthe trade receivables amounted to USD 0.91 million due from a Debtors.

The Board of Directors state that due to unfavourable market conditions, the payment could not be received within the agreed time as mentioned in the joint minutes with the debtor. The Company has persuaded for the same and is expected to be received very soon.

Cost Audit

As per the requirement of the Central Government and pursuant to the provision of Section 233B of the Companies Act, 1956, the Company has re-appointed Mr. S. Banerjee, Cost Auditors to audit the cost accounts ofthe Company forthe year 2012-13 from 1st April, 2012 to 31st March, 2013 for which necessary approval from Central Government has been received. The Cost Audit Report in respect ofthe financial year 2012-13 will be filed within the due date. The Company has reappointed Mr. S. Banerjee as Cost Auditors forthe financial year 2013-2014.

Particulars of Employees

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

Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgoing

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

Acknowledgement

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

For and on behalf of the Board

Suresh Kumar Patni

Kolkata, 29th August, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present the 12th Annual Report of the Company together with Audited Accounts for the financial year ended 31st March, 2012.

Financial Highlights (Rs. in Crores)

Particulars Standalone

Current Year Previous Year 31.03.2012 31.03.2011

Revenue from Operation (net) 1,677.30 1,166.72

Other Income 7.62 12.99

Total Revenue 1,684.92 1,179.71

Profit before Finance Cost, 188.15 146.25

Depreciation and Tax

Less: Depreciation & Amortisation 21.69 13.33

Less : Finance Cost 106.21 65.07

Less : Tax Expenses 19.94 21.66

Net Profit after Tax 40.31 46.19

Add : Balance brought forward from 197.98 155.00 previous year

Profit available for appropriation 238.29 201.19

Appropriation of Profits

Proposed Dividend 4.01 2.76

Corporate Dividend Tax 0.65 0.45

Balance carried over to Balance Sheet 233.63 197.98

238.29 201.19

Financial and Operational Review

During the year under review the net sales/income from operation increased from Rs. 1166.72 Crores in FY 2010-11 to Rs. 1677.30 Crores in FY 2011 -12 representing an increase of 43.76%. Profit before tax for the year stood at Rs. 60.25 Crores as compared to Rs. 67.85 Crores in previous year registering a decline of 11.20% which was mainly due to increase in finance cost and pressure on margin due to high input cost.

Dividend

Your Directors are pleased to recommend a dividend @ 5% i.e., Rs. 0.50 per share on 8,02,76,123 Equity Shares of Rs. 10/- each for the financial year ended 31st March, 2012 subject to approval of the members at the ensuing Annual General Meeting. The total outflow on account of dividend on Equity Shares together with the Corporate Tax on Dividend will be Rs. 4.66 Crores.

Subsidiary

SKP Overseas Pte. Ltd. was incorporated on 9th April, 2008 in Singapore as Wholly-Owned Subsidiary of your Company. The Ministry of Company Affairs has granted a general exemption to Companies, by General Circular No-2/2011 dated 8th February, 2011 under section 212(8) of the Companies Act,1956, from attaching individual accounts of the subsidiaries with their annual report. Accordingly, the Board of Directors of the Company has, by resolution, given consent for not attaching the accounts of its subsidiary in the annual report of the Company for the financial year ended 31 st March, 2012. The financial data of the subsidiary forms part of the Annual Report.

The Company will make available documents/details of the subsidiary Company upon request by any member or investor of the Company/Subsidiary Company. The Annual Accounts of the Subsidiary Company will be kept open for inspection by any investor/member at the Corporate Office of the Company and also that of the Subsidiary Company.

Consolidated Financial Statement

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

Changes in Share Capital

During the year under review, the Company has allotted 2,50,00,000 Equity Shares of Rs. 10/- each on preferential basis at a premium of Rs. 50/- per share aggregating to Rs. 150.00 Crores to the entities belonging to promoter group and strategic investors belonging to non promoters group.

Consequent to the said allotment, the paid up Share Capital of the Company stood increased to Rs. 80,27,61,230.00. The entire proceeds received from the preferential allotment has been utilised towards the object of the issue.

Issue of Equity Share on Preferential Basis

The Board of Directors in their meeting held on 24th August, 2012, subject to the approval of the members in the ensuing Annual General Meeting, has deeded to raise a sum of Rs. 201.00 Crores by issuing 3,35,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 50/- per share on preferential basis to the entities belonging to promoter group and strategic investors belonging to non-promoter group.

The amount raised will be utilised to part finance installation of 33MVA Sub-merged Arc Furnace, to meet long-term working capital requirement and to make further investment in the Wholly Owned Subsidiary Company.

New Projects and Expansions

- Haldia Unit -West Bengal

Your Directors are pleased to inform you that all the six furnaces of 9 MVA capacity of 100% EOU project at Haldia achieved full commercial production by 2011-12.

- Jajpur Unit-Odisha

Captive Power Plant of 67.5 MW

The Directors of your Company are pleased to inform that the installation of the 67.5 MW Captive Power Plant at its Jajpur unit ,s in progress as per schedule. The bas,c engineering, civil work and structural fabrication has progressed significantly. The Company has released order for equipment having delivery schedule and has applied for and received necessary approvals required for implementation of the project. After installation of the Captive Power Plant, the power cost of the unit will be reduced and will ensure competitive advantage over other market players.

33 MVA Furnace

The Company is setting up an additional Sub Merged Arc Furnace of 33 MVA rating at its Jajpur Unit. The Company has achieved financial closure for the project and on completion of this project, the total capacity of the Jajpur unit will be 99 MVA. The enhanced capacity will increase the production capacity of the plant to 1,50,000 MTPA of Ferro Alloys.

Coal Mines

The Company has acquired 60% economic interest in a coal mine in Indonesia through its Subsidiary Company SKP Overseas Pte. Ltd. The mine has a proven Coking Coal reserve of over 5 million tonnes and estimated Thermal Coal reserve of 20 million tonnes.

Amalgamation

The Board of Directors of the Company in their meeting held on 30th May, 2012, took up the proposal of amalgamation of the group Company, M/s. Impex Ferro Tech Limited with the Company, subject to the approval of the members and creditors of the respective Company, the Hon'ble Calcutta High Court and other Concerned Authorities.

Credit Rating

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

Public Deposits

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

Insurance

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

Awards & Achievements

During the year under review the Company was awarded National Award for Export Excellence by EEPC INDIA for star performance in 2009-2010 under Large Enterprise in Ferro Alloy Segment.

Directors

Mr. Suresh Kumar Patn, and Mr. Jayanta Kumar Chatterjee retires by rotation and being eligible, offer themselves for reappointment.

Mr. Binit Jam, Executive Director of the Company, whose terms of appointment will expire on 31st August, 2012 has been re-appointed by the Board of Directors for a further period of one year w.e.f. 1st Septebmer, 2012, subject to the approval of the shareholders in the ensuing Annual General Meeting.

Mr. Rohit Patn,, Managing Director of the Company, whose terms of appointment expires on 26th August, 2012 has been re-appointed by the Board of Directors for a further period of five years w.e.f. 27th August, 2012, subject to the approval of the shareholders in the ensuing Annual General Meeting.

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

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

Management Discussion & Analysis and Corporate Governance Report

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

Directors' Responsibility Statement The Directors confirm :

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

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

- that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Auditors and Auditors' Report

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

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

Cost Audit

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

Particulars of Employees

None of the employees of the Company has drawn remuneration in excess of the limit specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Amendment Rules, 2011.

Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgoing

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

Acknowledgement

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

For and on behalf of the Board

Suresh Kumar Patni

Kolkata, 24th August, 2012 Chairman


Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting their Eleventh Annual Report together with audited statement of accounts for the financial year ending 31st March, 2011.

Financial Results (Rs. in Crores)

Particulars Standalone

Current Year Previous year

31st March, 2011 31st March, 2010

Net Sales 1166.72 824.36

Operating profit 134.04 102.48

Interest 52.58 39.65

Depreciation 13.33 10.83

Profit Before Tax (PBT) 68.13 52.00

Tax Expenses 19.47 15.98

Profit After Tax (PAT) 48.66 36.02

Balance brought forward from previous year 155.00 123.13

Adjustment for earlier years (2.47) (1.85)

Profit available for appropriation 201.19 157.30

Less : Appropriated as under

- Proposed dividend (5%) including Tax 3.21 2.30

- Transfer to General Reserve – –

Surplus carried to Balance Sheet 197.98 155.00

Financial and Operational Review

During the year under review, the net sales/Income from Operation increased from Rs. 824.36 Crores in FY 2009-10 to Rs. 1166.72 Crores in FY 2010-11 representing an increase of 41.53%. Profit Before Tax for the year stood to Rs. 68.13 Crores as compared to Rs. 52.00 Crores in previous year registering a growth of 31%. The increase in sales and profit was mainly due to increase in sales quantity of Ferro Alloys.

During the year under review, the Company has produced 181,360 MT of Ferro Alloys resulting an increase of 27.45% as against 142,289 MT in the previous year.

Consequent on the improved working of the Company, the net worth stood at Rs. 393.32 Crores as against Rs. 303.84 Crores in last year. During the year, Gross Fixed Assets increased to Rs. 369.62 Crores as compared to Rs. 260.33 Crores in last year due to capital expenditure incurred and recorded in the Gross block.

Dividend

Your Directors are pleased to recommend a dividend @ 5% i.e., Rs. 0.50 per share on 55,276,123 Equity Shares of Rs. 10 each for the financial year ended 31st March, 2011 subject to approval of the members at the ensuing Annual General Meeting. The total outflow on account of dividend on equity shares together with the Corporate Tax on Dividend will be Rs. 3.21 Crores.

Subsidiaries

SKP Overseas Pte. Ltd. was incorporated on 9th April, 2008 in Singapore as Wholly-Owned Subsidiary of your Company. The Ministry of Company Affairs vide its general circular no-2/2011 dated 08.02.2011 has granted General Exemption to Companies from attaching the financial accounts of the subsidiary companies to the accounts of the Company subject to fulfilment of certain conditions. The Company will make available documents/details of the subsidiary company upon request by any member or investor of the Company/ subsidiary company. The Annual accounts of the subsidiary company will be kept open for inspection by any investor at the corporate office of the Company and also that of the subsidiary company.

Consolidated Financial Statement

As stipulated in Clause 41 of the Listing

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

Changes In Share Capital

During the year under review, the Company has allotted 15,793,178 equity shares of Rs. 10 each on rights basis at a premium of Rs. 50 per share aggregating to Rs. 9475.91 Lacs as per the Basis of Allotment approved by Bombay Stock Exchange Limited.

Consequent to said allotment, the paid up Share Capital of the Company stood increased to Rs. 552,761,230. The total proceeds received from the Rights Issue is deployed towards the object of the issue.

Proposed Qualified Institutional Placement and Increase in Authorised Share Capital

The Company has decided to raise funds through QIP (Qualified Institutional Placement) by issue of equity shares to the Qualified Institutional Buyers to part finance the Capital expenditure of its Captive Power Plant of 67.5 MW.

Foreseeing the needs for long term capital resources for further corporate actions like capital expenditures for expansion and diversification, requirement of long term working capital and general corporate purpose of the Company in coming future, the Company has increased its authorised share capital from Rs. 80 Crores to Rs. 150 Crores.

New Projects and Expansions

Haldia Unit - West Bengal Your directors are pleased to inform you that third and fourth furnace out of six furnaces of 9 MVA capacity each of 100% EOU project at Haldia has started commercial production on 23rd February, 2011 and the 5th furnace has started production on 23rd July, 2011. The 6th furnace is expected to commence production by the end of August, 2011.

Bishnupur Unit - West Bengal The Company has successfully commissioned the Stainless and Alloy Steel project at Bishnupur (West Bengal) having production capacity of 100,000 TPA six months ahead of scheduled commercial operation date considered at the time of its financial closure.

Jajpur Unit - Orissa The Company is installing a Captive Power Plant of 67.5 MW at its Jajpur unit. The Company has since achieved financial closure for the project. The implementation of the CPP project is proceeding as per schedule. After installation of the Captive Power Plant, the power cost of the unit will be reduced and will ensure competitive advantage over other market players.

Major orders for the plant & machinery have already been placed and the project is expected to commence its commercial production by October, 2013.

Coal Mines

The Company has acquired 60% economic interest in a coal mine in Indonesia through its subsidiary Company SKP Overseas Pte. Ltd. The mine has a proven Coking Coal reserve of over 5 Million tonnes and estimated Thermal Coal reserve of 20 Million tonnes. The Coking Coal mine is expected to start production in the current financial year and will feed the requirements of Ferro Alloys units. The Thermal Coal mine is expected to start production in FY 2011-12 and will meet the coal requirements of our upcoming Captive Power Plant at Jajpur Unit.

Credit Rating

The Credit rating of the Company for long term and medium term debts/facilities has been accorded as BBB (Triple B) and the short term debts/facilities have been rated as PR3 (PR Three) by the Credit rating Agency – Credit Analysis & Research Ltd (CARE).

Public Deposits

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

Insurance

The Company's present and future plant, property, equipment and stocks are adequately insured against major risks. After taking into account all the relevant factors, including the risk benefit trade- off, the Company has consciously decided to take insurance cover for loss of profit arising only due to Fire and Allied Perils.

Export Marketing and Initiatives

During the year under review, the Company has achieved an export turnover of Rs. 713.29 Crores as compared to Rs. 478.51 Crores in previous year registering a growth of 49.06 % over previous year.

The Company has a very strong customer extension activity internationally adding new business partners from Japan, Slovenia, Peru, Ukraine, China, Egypt, Turkey, Germany, Argentina, Switzerland, etc.

The Company has adopted the following strategies for establishing better and direct marketing to overseas buyers :

Direct contract with steel plants.

Appointed agent/employee in overseas countries for direct marketing.

Retail selling concept to cater to small buyers requirement directly like foundries etc.

The Company has warehouse facility in China (SHANGHAI/NINGBO) and Europe (ROTTERDAM) for storing the cargo for retail selling. The Company is also planning to open a new warehouse in Japan (NAYOGA).

Awards & Achievements

During the year under review, the Company was awarded All India Best Exporter award in Ferro Alloy for the Year 2008-09.

Directors

Mr. Kailash Chand Jain and Mr. Jatindra Nath Rudra, Directors of your Company, are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

Mr. Binit Jain, Executive Director of the Company, whose terms of appointment expires on 31st August, 2011 has been re-appointed by the Board of Directors for a further period of one year w.e.f 01.09.2011, subject to the approval of the shareholders in the ensuing Annual General Meeting.

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

Management Discussion & Analysis Report and Report on Corporate Governance

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

Directors' Responsibility Statement

The Directors confirm :

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

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

that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

that they have prepared the accounts for the financial year on a 'going concern' basis.

Auditors and Auditors' Report

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

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

Particulars of Employees

None of the employees of the Company has drawn remuneration in excess of the limit specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo

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

Human Resources and Trade Relations

Your Directors wish to place on record their appreciation for the employees contribution at all levels and for their deep unstinted support in helping the Company achieve its goals.

Acknowledgement

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

For and on behalf of the Board

Suresh Kumar Patni

Chairman

Kolkata, 12th August, 2011


Mar 31, 2010

The Directors have pleasure in presenting their Tenth Annual Report together with audited statement of accounts for the financial year ending 31st March, 2010.

FINANCIAL RESULTS (Rs. in Crores)

Particulars Current Year Previous year

31st March, 2010 31st March, 2009

Net Sales 824.36 874.75

Operating Profit 102.48 69.81

Interest 39.65 46.00

Depreciation 10.83 9.91

Profit before Tax (PBT) 52.00 13.90

Tax Expense 15.98 4.86

Profit after Tax (PAT) 36.02 9.04

Balance brought forward from previous year 123.13 118.23

Adjustment for earlier years (1.85) (1.84)

Profit available for Appropriation 15730 125.43

Less: Appropriated as under

-Proposed Dividend (5%) including Tax 2.30 2.30

-Transfer to General Reserve - -

Surplus carried to Balance Sheet 155.00 123.13

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.50 per share on 39,482,945 Equity Shares of Rs. 10/- each for the financial year ended 31st March, 2010 subject to approval of the members at the ensuing Annual General Meeting. The total outflow on account of dividend on equity shares together with the Corporate Tax on Dividend will be Rs. 2.30 Crores.

FINANCIAL AND OPERATIONAL REVIEW

During the year under review, the Company has recorded a growth of 298% in the Net Profit after Tax, although there is a decline in sales from Rs. 874.75 Crores in FY 2008-09 to Rs. 824.36 Crores in FY 2009-10. The above achievement was possible on account of better efficiency and cost reduction along with the turnaround in the economic situation worldwide.

There is a significant increase in the production during the year which stood at 1,42,289 MT compared to 1,15,376 MT last year.

Consequent on the improved working of the Company during the year, the net worth stood at Rs. 303.84 Crores as against Rs. 223.45 Crores last year. There has been a marginal increase in Gross Fixed Assets which increased to Rs. 260.33 Crores compared to Rs. 249.82 Crores last year excluding Capital Work-in-Progress pending Capitalization. Overall there has been a substantial improvement in the Companys financial position.

AWARDS AND ACHIEVEMENTS

The Company has received awards from EEPC for the following categories for its achievements in export performance:

. 2006-07 - Top Exporter from Eastern Region

. 2007-08 - Star Performer as Large Enterprise

The Company has also been nominated for All India Best Exporter Award in Ferro Alloys by EEPC for the year 2008-09.

The Company is associated with the following institutions :

. EEPC (Engineering Export Promotion Council)

. IFAPA (Indian Ferro Alloys Producers Association)

. FIEO (Federation of Indian Exporters Organisaiton)

. ICDA (International Chrome Development Association)

. CM (Confederation of Indian Industries)

. ICC (Indian Chamber of Commerce)

. BCC(Bharat Chamber of Commerce)

. IMNI (International Management Institution)

EXPORT MARKETING AND INITIATIVES

Despite the global meltdown and weak international demand the Company achieved an export turnover of Rs. 472.66 Crores.

The Company has a very strong customer extension activity internationally adding new business partners from Japan, Slovania, Peru, Ukrain, Egypt and Turkey

The Company adopted the following strategies for establishing better and direct marketing contact with its overseas customers :

. Direct contract with steel plants

. Appointed agent/employee in China, Korea, Europe for direct marketing.

. Retail selling concept to cater to small buyers requirement directly like foundries etc

. Signed contract with two major warehouse in China (SHANGHAI/ NINGBO) and Europe (ROTTERDAM) for storing the cargo for retail selling. The Company is also planning to open a new warehouse in Japan (NAYOGA).

NEW PROJECTS AND EXPANSIONS

Haldia Unit -West Bengal

The 100% EOU project at Haldia consisting of 6 Furnace of 9 MVA capacity each to produce ferro alloys commenced commercial production on 10th June, 2010 by starting one Furnace of 9 MVA.

On 10th August, 2010 the 2nd furnace at the Haldia unit also commenced production. The remaining 4 furnaces and the sintering plant are expected to commence production in a phased manner reaching full commercial operation by end of the current financial year.

On completion of its ongoing projects, the Company will emerge as one of the largest producer of ferro alloys in the country.

JajpurUnit-Orissa

The proposed Captive Power Plant of 110 MW at Jajpur unit will be constructed in two phases. The detailed project report has been prepared and the Company is awaiting financial closure to start the implementation of the project.

Bishnupur Unit -West Bengal

The Stainless steel project at Bishnupur in West Bengal having the production capacity of 1,00,000 tonne per annum is under implementation and is targeted for completion by October, 2011.

DIRECTORS

Mr. Suresh Kumar Patni and Mr. Asoke Kumar Basu, Directors of your Company, are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Binit Jain, Executive Director of the Company, whose terms of appointment expires on 31st August, 2010 has been re-appointed by the Board of Directors for a further period of one year, subject to the approval of the shareholders in the ensuing Annual General Meeting.

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

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm

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

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

. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

. that they have prepared the accounts for the financial year on a going concern basis.

AUDITORS AND AUDITORSREPORT

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

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

CONSOLIDATED FINANCIAL STATEMENT

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

SUBSIDIARIES

The Company has a Wholly-Owned-Subsidiary named SKP Overseas Pte. Ltd. incorporated in Singapore. The Statement as required under Section 212 of the Companies Act, 1956 is attached hereto forming part of this report. The Directors Report and Audited Accounts of the subsidiary also form part of the Annual Report.

PROPOSED RIGHT ISSUE AND INCREASE IN AUTHORISED SHARE CAPITAL

The Company with a view to raising funds interalia for financing its ongoing projects, vide resolution passed by the members of the Company through postal ballot decided to issue equity shares to the existing shareholders of the Company on rights basis. The said issue, having received final clearance from the Securities and Exchange Board of India as well as in- principle approval from both the exchanges, is planned to open in the next few weeks. The Board of directors have fixed the rights entitlement of 2(two) equity shares for every 5(five) fully paid-up equity share held by the members as on the record date and the issue price has been fixed at Rs.60/- per equity share, (including Premium of Rs. 50/-per share). To accommodate the allotment of equity shares consequent to the rights issue, the Company has enhanced its authorized share capital to Rs. 80 Crores from Rs.45 Crores

CREDIT RATING

The Company has approached CARE rating agency for annual review of its credit rating based on the audited financial results for the year ended 31st March, 2010.

INSURANCE

The Companys present and future plant, property, equipments and stocks are adequately insured against major risks. After taking into account all the relevant factors, including the risk benefit trade-off, the Company has consciously decided to take insurance cover for loss of profit arising only due to Fire and Allied Perils.

FIXED DEPOSITS

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

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

PARTICULARS OF EMPLOYEES

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

Name Age Qualification Date of Designation

(Years) Commencement

of employment

Mr. Rohit Patni 26 BE, MBA 27.08.2007 Managing

Director

Mr. Ankit Patni 25 CFA 27.08.2007 Jt. Managing

Director

Name Remuneration Experience Last

received (gross) (Years) employment

Mr. Rohit Patni Rs.36,00,000/- 4 Continuing as Jt. MD in

Ankit Metal

_& Power Ltd.

Mr. Ankit Patni Rs. 24,00,000/- 5 Continuing as

MD in Ankit Metal

_& Power Ltd.

Notes :

1. Remuneration includes only salary.

2. Mr. Rohit Patni and Mr. Ankit Patni are brothers and are sons of Mr. Suresh Kumar Patni (Chairman).

3. None of the Companys employees are related to the Directors of the Company.

DISCLOSURE OF PARTICULARS

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

HUMAN RESOURCES AND TRADE RELATIONS

Your Directors wish to place on record their appreciation for the employees contribution at all levels and for their deep unstinted support in helping the Company achieve its goals.

ACKNOWLEDGEMENT

The Board also desires to place on record its appreciation for the support and co-operation received from its Shareholders, Regulatory & Government Authorities, Suppliers, Customers and Bankers. Your Company has always looked upon them as partners in its progress. It will be your Companys endeavor to build and nurture strong links with trade based on mutuality, respect and co-operation with each other.



For and on behalf of the Board

Suresh Kumar Patni

Kolkata, 31st August, 2010 Chairman

Find IFSC