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Directors Report of Usha Martin Ltd.

Mar 31, 2023

The Board of Directors of Usha Martin Limited ("the Company") present the 37th Annual Report and Audited Accounts for the Financial Year ended 31st March 2023.

FINANCIAL SUMMARY / HIGHLIGHTS

(Rs. in Crore)

Stand Alone

Consolidated

FY 2022-23

FY 2021-22

FY 2022-23

FY 2021-22

Net Turnover

2,041.71

1,810.05

3,267.76

2,688.07

Earnings before Interest, Tax, Depreciation and Amortizations

328.70

284.82*

541.39

418.91*

Depreciation

26.51

31.40

67.48

69.75

Finance costs

14.98

31.16

30.27

42.46

Profit before Tax

287.21

253.44

443.64

337.88

Tax expenses

73.51

42.13

104.78

54.85

Share of Profit of Joint Venture

-

-

11.74

8.40

Profit after tax

213.70

211.31

350.60

291.43

Other comprehensive income / (loss) [Net of Tax]

(0.56)

1.85

47.90

(1.10)

Total comprehensive income / (loss)

213.14

213.16

398.50

290.33

Review of Operations

The turnover for the year was Rs. 3,267.76 Crore on consolidated basis and Rs. 2,041.71 Crore on standalone basis as compared to Rs. 2,688.07 Crore and Rs. 1,810.05 Crore respectively in the previous year. EBITDA was Rs. 541.39 Crore on consolidated basis as compared to Rs. 418.91* Crore in previous year and on standalone basis was Rs. 328.70 Crore as compared to Rs. 284.82* Crore in previous year.

A detailed discussion on review of operations of the Company has been included in Management Discussion and Analysis which forms part of this Report.

Dividend & Reserves

The Board of Directors at their meeting held on 27th April 2023 has recommended payment of Rs. 2.50 only (Rupees Two and Fifty paise only) [250%] (previous year Rs. 2 only [200%]) per equity share of the face value of Re.1 (Rupee One only) each as final dividend for the financial year ended 31st March 2023. The payment of final dividend is subject to the approval of shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of shareholders. The Company shall accordingly, make the payment of final dividend after deduction of tax at source.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is available under the Investor Relations section on the Company''s

*Excluding exceptional item of Rs. 31.18 Crore.

website: https://ushamartin.com/upload/investorrelations/ DividendDistributionPolicy 20220505100821.pdf.

Your Directors do not propose to carry any amount to reserves for the year under review.

Outlook and Business

While speculation of global economic slowdown, liquidity crunch due to interest rate hike to contain inflation by major economies, supply chain disruptions due to geo-political tensions is expected to continue, spending by Government of India in infrastructural and social welfare projects such as roads, railways, water and sanitation along with expected revival in auto sector will give an impetus to the demand of specialty products of the Company. With renewed focus on specialty wire-rope business and strategic initiatives to consolidate leadership, the Company is undergoing a strategic transformation. The Company is poised for sustainable growth with value accretive capital expenditure plans, enhancement of specialty offerings across industry segments, increase of geographical spread in strategic markets through overseas subsidiaries and focus on digitisation initiatives. The Company is confident in confronting the challenges of an ever-changing macro-economic environment.

Quality

Certification of conformation with respect to Quality Management System under ISO 9001:2015 and Environmental Management System under ISO 14001:2015 continues to be maintained. Certificate of Product Design Assessment ("PDA") issued by ABS, Ship/Offshore Engineering Department, Singapore is in place. Further the Company continues to have Approval of Manufacturing ("AOM") from DNV-GL, ABS &

Lloyd. The organisation has a Certificate of Authority to use the

official API Monogram issued by American Petroleum Institute, USA. The Company continues to have a number of product certifications such as BIS from Bureau of Indian Standards, Inmetro of Brazil, SONCAP of Nigeria, China Classification Society of China, NKK of Japan, Certificate of Recognition for BV Mode II scheme by Bureau Veritas, SIRIM QAS of Malaysia, SNI of Indonesia. The Mooring Line Base Design Certification conforming with Mooring Equipment Guidelines is in place. LRPC product continues to be certified by Australasian Certification Authority for Reinforcing and Structural Steels Ltd and the Company is an approved manufacturer and supplier of wire ropes to mines recognised by Directorate General of Mines Safety, Dhanbad, India. The Company is also an approved manufacturer of elevator ropes recognized by TUVSUD. The Company has also received recognition as approved manufacturer of galvanized core wire from PGCIL, India. Further the Company continues to have Certificate of Accreditation in the field of testing as per ISO 17025: 2017 by National Accreditation Board for Testing & Calibration Laboratories (NABL).

The Company is in constant pursuit of achieving Business Excellence. Concepts of Value Engineering, Kaizen Management, Fuguai Management, 5S activities, Total Productive Management (TPM), Lean Manufacturing are embraced and integrated at our production facilities along with cost reduction initiatives, process improvements and digitization. This has resulted in promoting a culture of continuous improvement in productivity, efficiency, waste elimination, and cost reduction affirmatively impacting sustainable profitability and growth of the Company. The Company has also initiated a roadmap for achieving the target of "zero harm" in plant facilities. It is believed that the continuous focus on Business Excellence will result in further strengthening the competitive edge of the Company.

Environment

Maintaining and preserving the environment has always been of outmost priority of the Company. The Company continues to focus on controlled process emission, waste minimization, optimum utilization of natural resources, minimization of carbon footprints and sustainable water management for achieving environmental sustainability and ecological balance. To achieve the objective of environmental sustainability and stability, periodic environmental monitoring, online monitoring of emission and effluent, treatment and recycling of process effluent and utilization of fly-ash are undertaken. Use of alternate energy such as LPG and biomass briquette, use of energy efficient LED bulbs and motors to ensure optimum consumption of conventional energy, establishing and expanding green foot print by focusing on greenery & greenbelt development are some of the initiatives which are being continuously carried on by the Company towards its commitment for a sustainable environment and to address the environmental issues with respect to climate change and global warming. The environmental management system at

manufacturing facilities of the Company is accredited with ISO 14001:2015 certification.

Subsidiaries & Joint Ventures

The international subsidiaries of the Company provide significant synergy and support to the overall business and performance. A key joint venture formed by the Company namely Pengg Usha Martin Wires Private Limited continues to operate profitably at Ranchi in the State of Jharkhand reflected by a healthy balance sheet. During the year under review there were no entities which were incorporated or ceased to be subsidiaries, joint ventures and associates of the Company. A statement covering the performance and financial position of each of the subsidiaries, associates and joint ventures is provided separately and forms part of this Report.

Deposits

During the year under review, the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). As on 31st March 2023, there are no unclaimed deposits with the Company. The Company has not defaulted in repayment of deposits or payment of interest on deposits thereon in the past.

Share Capital

The paid-up Equity Share Capital as on 31st March 2023 stood at Rs.30.54 Crore. During the year under review, the Company has not issued any shares with or without differential voting rights, granted stock options or issued sweat equity shares.

The total issued and paid-up equity shares of the Company as on 31st March 2023 as per the stock exchange records stands inflated by 230 equity shares. This was caused due to an erroneous additional electronic transfer of 230 equity shares to Investor Education & Protection Fund (IEPF) under the Ministry of Corporate Affairs (MCA) by way of corporate action executed on 29th September 2020 by Central Depository Services (India) Ltd (CDSL) and Registrar & Transfer Agent (RTA) of the Company. The Company has been continuously engaging with IEPF Authority under MCA, New Delhi for necessary rectification of this entry in the records.

Significant and Material Orders Passed by Regulators or Courts or Tribunals Impacting the Going Concern Status and Company''s Operations in Future

During the year, no significant material orders were passed by any regulatory authority or court against the Company which may affect the going concern status of the Company.

The Central Bureau of Investigation ("CBI") registered a regular case on 20th September 2016 ("FIR No. 1") under the Indian Penal Code, 1860 ("IPC") and the Prevention of Corruption Act, 1988 ("PC Act") against certain individuals and

the Company, wherein, inter-alia, various illegalities have been alleged qua the allocation of mine to the Company and abuse of official position by government servants. On October 2020, CBI registered another first information report ("FIR No. 2") under the PC Act read with the IPC against the Company, few officials of the Company and others, alleging influencing of the investigation in FIR No. 1 for which proceedings are pending adjudication at CBI Court, New Delhi.

The Directorate of Enforcement ("ED"), Patna passed a provisional order dated 9th August 2019 ("Provisional Order") for provisional attachment of certain immovable properties of the Company valued at approximately Rs.190 Crore pertaining to the wire rope business of the Company, situated at Ranchi in the State of Jharkhand. This order was passed in connection with sale of iron-ore fines in earlier years from the erstwhile iron-ore mines of the Company situated at West Singhbhum in the State of Jharkhand. On 10th January 2020, the Adjudicating Authority under the Prevention of Money Laundering Act, 2002 ("PMLA") issued an order confirming the Provisional Order, subsequent to which the Company filed applications for stay and appeal against the order of Adjudicating Authority, PMLA, with the Appellant Tribunal, PMLA, New Delhi. The Appellant Tribunal vide an order dated 31st January 2020 directed that status quo be maintained and presently the matter is pending adjudication before the Appellant Tribunal. ED filed a complaint followed by a supplementary complaint before the District and Sessions Judge cum Special Judge, Ranchi ("Ranchi Trial Court") which is pending adjudication at Ranchi Trial Court. Further, in connection with FIR 2, ED filed a complaint before the Special Court, New Delhi ("Special Court") under PMLA which is presently pending adjudication at Special Court.

Reference is drawn to Note 38 to the Accounts in this Annual Report and ''Emphasis of Matter'' by the Auditors in their Report.

Details in Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statements

Based on the framework of internal financial controls and compliance systems established and maintained by the Company (with its inherent weaknesses), work performed by the internal, statutory, cost and secretarial auditors and external consultants specially appointed for this purpose, including audit of internal financial controls over financial reporting by the statutory auditors and reviews performed by management and relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the year ended on 31st March 2023.

Directors and Key Managerial Personnel

The five-year tenure of Mr. Rajeev Jhawar (DIN: 00086164) as Managing Director of the Company expires on 18th May 2023. The Board of Directors at its Meeting held on 27th April 2023

on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the members of the Company and that of Central Government, as applicable, have re-appointed him as Managing Director for a further period of five years from 19th May 2023 to 18th May 2028.

The four-year tenure of Mr. Vijay Singh Bapna (DIN:02599024) expires on 26th May 2023. The Board of Directors at its Meeting held on 27th April, 2023 on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the members of the Company, have appointed him as an Independent Director for a second term of five years from 27th May, 2023 to 26th May, 2028.

On 27th April 2023, the Board of Directors on the recommendation of the Nomination and Remuneration Committee and subject to approval from members of the Company, appointed (i) Mr. S K Modak (DIN: 00983527) as Whole-Time Director for a period of five years from 27th April 2023 to 26th April 2028 and (ii) Mr. Tapas Gangopadhyay (DIN: 10122397) as Non-Executive Director effective 27th April 2023.

As required under provisions of the Act and Listing Regulations, all Independent Directors of the Company have confirmed that they meet the requisite criteria of independence.

Mr. Devadip Bhowmik (DIN: 08656505) ceased to be a Director of the Company effective close of business hours of 27th April 2023.

During the year under review, there has been no other change in Key Managerial Personnel of the Company.

Directors'' Responsibility Statement

Pursuant to requirements under Section 134(5) of the Act, the Board, to the best of its knowledge and belief, confirms that:

i) the applicable accounting standards have been followed in preparation of annual accounts for Financial Year ended 31st March 2023 and proper explanations have been furnished relating to material departures;

ii) accounting policies have been selected and applied consistently and prudent judgments and estimates have been made so as to give a true and fair view of state of affairs of the Company at end of financial year and of profit and loss of the Company for year under review;

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

iv) the annual accounts for Financial Year ended 31st March 2023 have been prepared on a going concern basis;

v) internal financial controls are in place and that such financial controls are adequate and operating effectively;

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

Board Evaluation

The criteria and manner for formal performance evaluation of individual Directors, the Board as a whole and the Board Committees has been formulated. Every Director evaluates the performance of other Directors (excepting himself/herself), the Board as a whole and its Committees and provides feedback to the Nomination & Remuneration Committee. The Nomination & Remuneration Committee reviews the feedback and makes relevant recommendation to the Board for final evaluation.

Nomination & Remuneration Policy

In accordance with the provisions of the Act and Listing Regulations, the Board of Directors of the Company on recommendation of the Nomination & Remuneration Committee has formulated the criteria for determination of qualification, positive attributes and independence of Directors along with remuneration of Directors, Senior Management Personnel (including Key Managerial Personnel) and other employees. The Remuneration Policy of the Company is annexed as part of this Report and is also available on the website of the Company at https://ushamartin.com/upload/investorrelations/ RemunerationPolicy 20230218075609.pdf.

Vigil Mechanism and Whistle Blower Policy

The Company has a coded Vigil Mechanism and Whistle Blower Policy available at https:// ushamartin.com/upload/investorrelations/ DetailsofEstablishmentofVigilMechanismWhistleBlower Policy 20211020071249.pdf. This Policy provides a framework to promote responsible and secure reporting of undesirable activities ("whistle blowing"). Through this Policy, the Company seeks to provide a mechanism to the whistleblower to disclose any misconduct, malpractice, unethical and improper practice taking place in the Company for appropriate action and reporting, without fear of any kind of discrimination, harassment, victimisation or any other unfair treatment or employment practice being adopted against the whistleblower.

Particulars of Employees & Managerial Remuneration

The required disclosure in accordance with Section 197 of the Act read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is provided separately and forms part of this report.

CEO and CFO Certification

In accordance with the provisions of the Listing Regulations, the Managing Director and Chief Financial Officer of the Company have submitted the relevant certificate for the year ended 31st March 2023 to the Board of Directors.

Additional Disclosures

The Company had adopted effective from 1st April 2016, the notified Indian Accounting Standards (Ind AS) and accordingly the Financial Statements (both standalone and consolidated) for the year ended 31st March 2023 have been prepared under Ind AS. In line with the requirements of applicable provisions of law, the Company has made necessary disclosures in respect of Consolidated Financial Statements, Related Party Transactions and Segmental Reporting.

Further in accordance with the recent amendments made in Rule 8(5) (xi) of Companies (Accounts) Rules, 2014 this is to confirm that as on 31st March 2023, no application or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company. Also during the year under review there was no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8 (5) (xii) do not arise. Further this is to confirm that during the year under review there was no change in the nature of business carried on by the Company or by any of its subsidiaries.

The requisite disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been provided separately in this Annual Report.

Auditors

In accordance with the provisions of Section 139 of the Act and pursuant to shareholders approval at the 35th Annual General Meeting held on 11th August 2021, Messrs. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/ E300005) had been re-appointed as Statutory Auditors of the Company to hold office from the conclusion of the 35th Annual General Meeting till the conclusion of the 40th Annual General Meeting of the Company.

The Emphasis of Matter mentioned in the Auditors'' Report is self-explanatory. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Cost Auditors

Pursuant to Section 148 of the Act and Rules made thereunder, the Board had appointed M/s. Mani & Co., Cost Accountants for a term of one year, to conduct cost audit of the Company for the Financial Year 2022-23 and had recommended their remuneration to the shareholders which was ratified at the

Annual General Meeting held on 29th July 2022. Subsequent to the recommendation of the Audit Committee, the Board has re-appointed M/s. Mani & Co., Cost Accountants as the Cost Auditors of the Company for the Financial Year ending 31st March 2024 and their remuneration is sought to be ratified by the shareholders at the forthcoming Annual General Meeting and is included as an agenda item in the Notice convening the 37th Annual General Meeting of the Company.

Secretarial Audit and Corporate Governance Report

During the year under review, the Board of Directors had appointed M/s. A K Labh & Co. firm of Practicing Company Secretaries for conducting secretarial audit in accordance with the provisions of the Act and the Rules framed thereunder. The Secretarial Audit Report is annexed and forms part of this Report. The Company has complied with the applicable requirements of Listing Regulations (as amended) and followed the practice of getting disclosures from directors and senior management personnel relating to any material, financial and commercial transactions where they have any personal interest with a potential conflict of interest with the Company at large. A detailed Report on Corporate Governance is annexed and forms part of this Report. The Company has also complied with the Standards of Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India as applicable during the year ended 31st March 2023. Observations mentioned in the Secretarial Audit Report is self-explanatory in nature.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report as stipulated in the Listing Regulations, amended from time to time, forms part of the Annual report.

Audit Committee

Members of the Audit Committee as on 31st March 2023 were Mr. Vijay Singh Bapna as Chairman, Mr. S Ravi and Mr. Rajeev Jhawar. The Company Secretary acts as the Secretary to the Audit Committee. All recommendations of the Audit Committee were duly accepted by the Board and there were no instances of any disagreement between the Committee and Board.

Corporate Social Responsibility (CSR)

The Company continues to take its role as a responsible corporate citizen very seriously and is deeply involved in sustainable development of communities in and around its areas of plant operations. The CSR policy of the Company is available on https://ushamartin.com/upload/investorrelations/ CorporateSocialResponsibilitvPolicv 20211020071955.pdf.

The Company''s commitment to its responsibilities towards society over the years has never been confined to the requirements of any statute. As per the provisions of Section 135 of the Act, the Company need not statutorily incur any social responsibility spending owing to absence of net profits (calculated in the manner as per the provisions of the Act) over the last three financial years and hence, the Company had not made any CSR spending as required under Section 135 of the Act. However, your Company continues to contribute voluntarily to Usha Martin Foundation which carries out various initiatives for social upliftment and development of communities living in and around the production facilities. As on 31st March 2023, the CSR committee comprised of Mr. Vijay Singh Bapna as Chairman, Mrs. Ramni Nirula and Mr. D J Basu as members. The annual report on CSR activities as required under the provisions of the Act and the Rules framed thereunder is provided elsewhere and forms part of this Report.

Annual Return

In accordance with Section 92 (3) read with Rule 12 of the Companies (Management and Administration) Rules 2014 (as amended) a copy of the Annual Return of the Company is hosted on its website and can be accessed at https:// ushamartin.com/investor-relations/annual-return#Annual-Return.

Number of Meetings of Board and it''s Committees

The details regarding meetings of the Board and Committees have been provided in the Corporate Governance Report forming part of this Report.

Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantees or investments are provided in Note 5 and 30(C) to the Financial Statements.

Particulars of Contracts or Arrangements with Related Parties

During the year under review, in compliance with the Act and Listing Regulations, all related party transactions had been placed before the Audit committee for approval. Necessary approval of the Board has also been obtained where required. Relevant disclosure has been made in Form AOC-2 pursuant to Rule 8(2) of the Companies (Accounts) Rules, 2014 (as amended) and is given as an annexure to this Report. The Related Party Transaction Policy as approved by the Board is hosted on the Company''s website at https://ushamartin.com/upload/investorrelations/ PolicyonMaterialityandforDealingwithRelatedParty Transactions 20220712111232.pdf

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 (as amended) is annexed separately and forms part of this report.

Risk Management

The Risk Management Committee of the Board of Directors of the Company is entrusted with assisting the Board in discharging its responsibilities towards management of material business risk (material business risks include but is not limited to operational, financial, sustainability, compliance, strategic, ethical, reputational, product quality, human resource, industry, legislative or regulatory and market related risks) including monitoring and reviewing of the risk management plan / policies in accordance with the provisions of Listing Regulations. The Company has a risk organisation structure which reviews risks, identifies ownership of risk, assesses the implication of such risks and the method to mitigate the same. As on 31st March 2023, the Risk Management Committee comprised of Mr. Vijay Singh Bapna as Chairman, Mrs. Ramni Nirula, Mr. R Venkatachalam,

Mr. S Ravi, Mr. D J Basu and Mr. Devadip Bhowmik as Members.

Material Changes between the End of the Financial Year and Date of Report

There has been no material changes subsequent to the end of the Financial Year and the date of this report which requires to be specifically reported other than as mentioned elsewhere in this Annual Report.

Appreciation

Your directors place on record their appreciation for the valuable co-operation and support of its employees, customers, suppliers, contractors, value chain partners, shareholders, investors, government authorities, financial institutions, banks and other stakeholders.

On behalf of the Board of Directors

RAJEEV JHAWAR

Managing Director DIN: 00086164

DHRUB JYOTI BASU

Whole Time Director DIN: 02498037

Place: Kolkata Date: 27th April 2023


Mar 31, 2022

The Board of Directors of Usha Martin Limited ("the Company") present the 36th Annual Report and Audited Accounts for the Financial Year ended 31st March 2022.

FINANCIAL SUMMARY / HIGHLIGHTS

(Rs. in Crore)

Standalone

Consolidated

FY 2021-22

FY 2020-21

FY 2021-22

FY 2020-21

Net Turnover

1,810.05

1,345.60

2,688.07

2,097.28

Earnings before Interest, Tax, Depreciation and Amortizations

316.00

205.52

450.09

312.56

Depreciation

31.40

30.64

69.75

67.87

Finance costs

31.16

44.52

42.46

56.90

Profit before tax from continuing operations

253.44

130.36

337.88

187.79

Tax expenses

42.13

25.40

54.85

36.44

Profit after tax from continuing operations

211.31

104.96

283.03

151.35

Share of Profit of Joint Venture

-

-

8.40

4.59

Profit after tax from discontinuing operations

-

(4.44)

-

(4.44)

Profit after tax

211.31

100.52

291.43

151.50

Other comprehensive income / (loss)

1.85

(1.57)

(1.10)

18.90

Total comprehensive income / (loss)

213.16

98.95

290.33

170.40

Review of Operations

The turnover for the year was Rs. 2,688.07 Crore on consolidated basis and Rs. 1,810.05 Crore on standalone basis as compared to Rs. 2,097.28 Crore and Rs. 1,345.60 Crore respectively in the previous year. The Earnings before Interest, Depreciation and Tax was Rs. 450.09 Crore on consolidated basis as compared to Rs. 312.56 Crore in previous year and on standalone basis was Rs. 316.00 Crore as compared to Rs. 205.52 Crore in previous year.

A detailed discussion on review of operations of the Company has been included in Management Discussion and Analysis which forms part of this Report.

Dividend & Reserves

The Board of Directors at their meeting held on 30th April 2022, has recommended payment of Rs.2 only (Rupees Two only) (200%) per equity share of the face value of Re.1 (Rupee One only) each as final dividend for the financial year ended 31st March 2022. The payment of final dividend is subject to the approval of shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available under the Investor Relations section on the Company''s website: https://www.ushamartin.com.

Your Directors do not propose to carry any amount to reserves for the year under review.

Outlook and Business

The next fiscal will continue to experience challenges in the nature of slowdown of economic growth, slag in demand, high input commodity prices, disruption in supply chain, increased freight cost and escalation of Russia - Ukraine conflict. Amidst all the uncertainties thrown up by the ongoing geographical tensions, a few upsides could include an increase in activities in oil & gas as well as energy segments, especially in non-affected countries. The Company, post divestment of its Steel Business Undertaking, has improved with renewed vigor with its focus on capability building, debottlenecking of constraints and increase in productivity of key products to remain agile and competitive. In order to continue to be sustainable, resilient and future ready, the Company is preparing for plans for augmenting capacity and capability building. There is focused effort for planned capability building by adding new machines for producing high end ropes and value-added products. Further, the plans for addition of capacity would focus mainly upon debottlenecking constraint areas and increase productivity of key products. With these plans in hand, the Company remains confident of making deeper inroads into international markets with high contributory products. It is also expected that with steady infrastructure spending by the Indian government, specialty products used in construction and infrastructural sector may become one of the key growth drivers for the Company. The future outlook is

expected to be a mixed bag of both opportunities and challenges with the key being the Company''s adaptability and proactive adjustments to an ever-changing macro-economic environment.

TPM & Quality

Certification of conformation with respect to Quality Management System with reference to the standard ISO 9001:2015 and Environmental Management System with reference standard ISO 14001:2015 continues to be maintained. Certificate of Product Design Assessment ("PDA") issued by ABS, Ship/Offshore Engineering Department, Singapore is in place. Further the Company continues to have Approval of Manufacturing ("AOM") by DNV-GL, ABS & Lloyd. The organisation has Certificate of Authority to use the official API Monogram issued by American Petroleum Institute, USA. The Company continues to have a number of product certifications such as BIS from Bureau of Indian Standards, Inmetro of Brazil, SONCAP of Nigeria by SGS of India, China Classification Society of China, NKK of Japan, Certificate of recognition for BV Mode II scheme by Bureau Veritas, SIRIM QAS of Malaysia. The Mooring Line Base Design Certification conforms with Mooring Equipment Guidelines. LRPC product continues to be certified by Australasian Certification Authority for Reinforcing and Structural Steels Ltd and High Tensile Steel Wire and Strand for the Prestressing of Concrete product has been certified by Dubai Central Laboratory Department of Dubai and the Company is also an approved manufacturer and supplier of wire ropes to mines recognised by Directorate General of Mines Safety, Dhanbad, India. Further the Company continues to have Certificate of Accreditation in the field of testing as per ISO 17025: 2017 by National Accreditation Board for Testing & Calibration Laboratories ("NABL").

The Company continues to pursue Business Excellence with concepts like Kaizen Management, Fuguai Management, TPM, Lean Manufacturing, Cost Reduction initiatives, Process Improvements which are being integrated and implemented in operation, maintenance and service functions of plants of the Company which have resulted in promoting a culture of continuous improvement with a focus on improving productivity and efficiency, eliminating wastes, reducing costs, impacting affirmatively operational efficiencies, profitability and growth of the Company. This continued focus on Business Excellence is expected to further strengthen and bolster competitiveness with respect to quality, cost and delivery of the business of the Company.

Environment

The Company is fully committed towards maintaining quality and preservation of environment and has continued its pursuit for achieving environmental sustainability and ecological balance through reduced and controlled process emission, waste minimization and reduction in consumption of energy, water and raw materials. Periodic environmental monitoring, online monitoring of emission and effluent, treatment and recycling of process effluent are continuously being carried out. Further fly ash utilisation level has achieved optimal level. The Company is vigorously continuing with its initiatives to address global environmental issues viz climatic change, global warming through continued and sustained efforts by use of alternate energy such as use of LPG and biomass briquette as fuel, less consumption of conventional energy such as use of energy efficient LED bulbs and motors, establishing and expanding green foot print by focusing on greenery & greenbelt development. The environmental management system at manufacturing facilities of the Company continue to be accredited with ISO 14001:2015 certification.

Subsidiaries & Joint Ventures

The international subsidiaries of the Company provide significant synergy and support to the overall business and performance. A key joint venture formed by the Company namely Pengg Usha Martin Wires Private Limited has reported excellent results in the year under review. During the year under review there were no other entities which became or ceased to be subsidiaries, joint ventures and associates of the Company. A statement covering the performance and financial position of each of the subsidiaries, associates and joint ventures is provided separately and forms part of this Report.

Deposits

During the year under review, the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). As on 31st March 2022, there are no unclaimed deposits with the Company. The Company has not defaulted in repayment of deposits or payment of interest on deposits thereon in the past.

Share Capital

The paid-up Equity Share Capital as on 31st March 2022 stood at Rs. 30.54 Crore. During the year under review, the Company has not issued any shares with or without differential voting rights, granted stock options or issued sweat equity shares.

The total issued and paid-up equity shares of the Company as on 31st March 2022 as per the stock exchange records stands inflated by 230 equity shares. This was caused due to an erroneous additional electronic transfer of 230 equity shares to Investor Education & Protection Fund ("IEPF") under the Ministry of Corporate Affairs ("MCA") by way of corporate action executed on 29th September 2020 by Central Depository Services (India) Ltd ("CDSL") and Registrar & Transfer Agent ("RTA") of the Company. The Company has been continuously engaging with IEPF under MCA, CDSL and RTA for necessary rectification /reversal of erroneous entry. Due to Covid pandemic there is a delay in necessary rectification/reversal.

Scheme of the Arrangement for Capital Reduction &

Capital Reorganisation

The Board of Directors at their meeting held on 20th May 2021 approved the Scheme of the Arrangement ("Scheme") between the Company and its Shareholders for reduction & reorganisation of capital of the Company wherein the credit balances of various items of Reserves in the Balance Sheet would be adjusted against the entire negative balance of Retained Earnings. The aforementioned reduction & reorganisation of Capital of the Company does not prejudicially affect the Company or its Shareholders or any other Stakeholders and does not in any way adversely affect the operations of the Company or the ability of the Company to honor its commitments. Subsequent to the receipt of No Objection Letters from the Stock Exchanges where the Equity Shares of the Company are listed and requisite approval from Shareholders of the Company, the Hon''ble National Company Law Tribunal, Kolkata Bench ("Tribunal") approved the Scheme on 31st March 2022. Reference is drawn to Note 41 to the Accounts in the Annual Report.

Significant and Material Orders Passed by Regulators or Courts or Tribunals Impacting the Going Concern Status and Company’s Operations in Future

During the year, no significant material orders were passed by any regulatory authority or court against the Company which may affect the going concern status of the Company.

The Central Bureau of Investigation ("CBI") registered a regular case on 20th September 2016 ("FIR No. 1") under the Indian Penal Code, 1860 ("IPC") and The Prevention of Corruption Act, 1988 ("PC Act") against certain individuals and the Company, wherein, inter-alia, various illegalities have been alleged qua the allocation of mine to the Company and abuse of official position by government servants. The CBI is conducting investigations in the matter, though no charge-sheet under the Code of Criminal Procedure, 1973 has been filed before the concerned court. On October 2020, CBI registered another First Information Report under the PC Act read with the IPC against the Company, few officials of the Company and others, alleging influencing of the investigation in FIR No. 1. While a preliminary chargesheet has been filed before the CBI Court, New Delhi, no cognizance has been taken by the said court and further investigation is pending.

The Directorate of Enforcement ("ED"), Patna passed a provisional order dated 9th August 2019 ("Provisional Order") for provisional attachment of certain immovable properties of the Company valued at approximately Rs.190 Crore pertaining to the wire rope business of the Company, situated at Ranchi in the State of Jharkhand. This order was passed in connection with sale of iron-ore fines in earlier years from the erstwhile iron-ore mines of the Company situated at West Singhbhum in the State of Jharkhand. On 10th January 2020, the Adjudicating Authority under the Prevention of Money Laundering Act, 2002 ("PMLA") issued an order confirming the Provisional Order, subsequent to

which the Company filed applications for stay and appeal against the order of Adjudicating Authority, PMLA, with the Appellant Tribunal, PMLA, New Delhi. The Appellant Tribunal vide an order dated 31st January 2020 directed that status quo be maintained till the next date of hearing. Due to Covid pandemic there has been no progress in this matter. Further, during the year under review, ED filed a complaint before the District and Sessions Judge cum Special Judge, Ranchi ("Ranchi Trial Court"). On 15th December 2021, the Supreme Court passed an order and stayed the ongoing proceedings at Ranchi Trial Court. In view of the stay granted by the Supreme Court, no further proceedings have been initiated by the Ranchi Trial Court.

Reference is drawn to Note 38 to the Accounts in this Annual Report and the ''Emphasis of Matter'' by the Auditors in their Report.

Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company (with its inherent weaknesses), work performed by the internal, statutory, cost and secretarial auditors and external consultants specially appointed for this purpose, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the year ended on 31st March 2022.

Directors and Key Managerial Personnel

Mr. R Venkatachalam (DIN: 02194830) subsequent to withdrawal of his nomination on the Board of the Company by State Bank of India (Lender) ceased to be the Nominee Director. The Board at its Meeting held on 12th November 2021 had appointed Mr. Sethurathnam Ravi (DIN: 00009790) and Mr. R Venkatachalam (DIN: 02194830) as Additional Independent Directors of the Company effective from the aforesaid Board Meeting date. In accordance with requirement of amended SEBI Listing Regulations, approval of shareholders with requisite majority for appointments of Mr. Ravi and Mr. Venkatachalam as Independent Directors for a period of five consecutive years was obtained vide Postal Ballot on 23rd December 2021.

The shareholders of the Company at the 35th Annual General Meeting held on 11th August 2021 had approved with requisite majority the appointment (including the remuneration) of Mr. Devadip Bhowmik (DIN: 08656505) as the Whole Time Director of the Company effective 15th March 2021 for a period of five years. Further in terms of Section 152 of the Act, Mr. Bhowmik is retiring by rotation and being eligible, offers himself for re-appointment at the forthcoming Annual General Meeting.

the Nomination & Remuneration Committee. The Nomination & Remuneration Committee reviews the feedback and makes relevant recommendation to the Board for final evaluation.

Nomination & Remuneration Policy

In accordance with the provisions of the Act and SEBI Listing Regulations, the Board of Directors of the Company on recommendation of the Nomination & Remuneration Committee has formulated the criteria for determination of qualification, positive attributes and independence of Directors along with remuneration of Directors, Senior Management Personnel (including Key Managerial Personnel) and other employees. The Remuneration Policy of the Company is annexed as part of this Report and is also available on the website of the Company at www.ushamartin.com.

Vigil Mechanism and Whistle Blower Policy

The Company has a coded Vigil Mechanism and Whistle Blower Policy available at www.ushamartin.com. This Policy provides a framework to promote responsible and secure reporting of undesirable activities ("whistle blowing"). Through this Policy, the Company seeks to provide a mechanism to the whistleblower to disclose any misconduct, malpractice, unethical and improper practice taking place in the Company for appropriate action and reporting, without fear of any kind of discrimination, harassment, victimisation or any other unfair treatment or employment practice being adopted against the whistleblower.

Particulars of Employees & Managerial Remuneration

The required disclosure in accordance with Section 197 of the Act read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is provided separately and forms part of this report.

CEO and CFO Certification

In accordance with the provisions of the SEBI Listing Regulations, the Managing Director and Chief Financial Officer of the Company have submitted the relevant certificate for the year ended 31st March 2022 to the Board of Directors.

Additional Disclosures

The Company had adopted effective from 1st April 2016, the notified Indian Accounting Standards ("IND AS") and accordingly the Financial Statements (both standalone and consolidated) for the year ended 31st March 2022 have been prepared under Ind AS. In line with requirements of applicable provisions of law, the Company has made necessary disclosures in respect of Consolidated Financial Statements, Related Party Transactions and Segmental Reporting.

Further in accordance with the recent amendments made in Rule 8(5) (xi) of Companies (Accounts) Rules, 2014 this is to confirm that during the year under review and as on 31st March 2022, no

Brief profile of Mr. Devadip Bhowmik is given in the Notice convening the forthcoming Annual General Meeting.

The shareholders of the Company at the 31st Annual General Meeting held on 21st September 2017 had appointed Mr. Mukesh Rohatgi (DIN: 00136067) as an Independent Director for a tenure of five years till 8th December 2021. Accordingly, after expiry of the said tenure, Mr. Rohatgi ceased to be a director and consequently the Chairman of the Board and the Company. The Board placed on record its appreciation for his immense support, invaluable guidance and contribution. The Board of Directors at its Meeting held on 11th February 2022 designated Mr. Vijay Singh Bapna (DIN: 02599024) as the Chairman of the Board and the Company effective from the aforesaid Board Meeting date.

As required under provisions of the Act and SEBI Listing Regulations, all Independent Directors of the Company have confirmed that they meet the requisite criteria of independence.

During the year under review, there has been no other change in Key Managerial Personnel of the Company.

Directors’ Responsibility Statement

Pursuant to requirements under Section 134(5) of the Act, the Board, to the best of its knowledge and belief, confirms that:

i) the applicable accounting standards have been followed in preparation of annual accounts for Financial Year ended 31st March 2022 and proper explanations have been furnished relating to material departures;

ii) accounting policies have been selected and applied consistently and prudent judgments and estimates have been made so as to give a true and fair view of state of affairs of the Company at end of financial year and of profit and loss of the Company for year under review;

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

iv) the annual accounts for Financial Year ended 31st March 2022 have been prepared on a going concern basis;

v) i nternal financial controls are in place and that such financial controls are adequate and operating effectively;

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

Board Evaluation

The criteria and manner for formal performance evaluation of individual Directors, the Board as a whole and the Board Committees has been formulated. Every Director evaluates the performance of other Directors (excepting himself/herself), the Board as a whole and its Committees and provides feedback to

application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company. Also during the year under review there was no instance of onetime settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8 (5) (xii) do not arise. Further this is to confirm that during the year under review there were no changes in the nature of business carried on by the Company or by any of its subsidiaries.

The requisite disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been provided separately in this Annual Report.

Auditors

In accordance with the provisions of Section 139 of the Act and pursuant to shareholders approval at the 35th Annual General Meeting held on 11th August 2021, Messrs. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/ E300005) have been re-appointed as Statutory Auditors of the Company to hold office from the conclusion of the 35th Annual General Meeting till the conclusion of the 40th Annual General Meeting of the Company.

The Emphasis of Matter mentioned in the Auditors'' Report is self-explanatory. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Cost Auditors

Pursuant to Section 148 of the Act and Rules made thereunder, the Board had appointed M/s. Mani & Co., Cost Accountants for a term of one year, to conduct cost audit of the Company for the Financial Year 2020-21 and had recommended their remuneration to the shareholders which was ratified at the Annual General Meeting held on 11th August 2021. Subsequent to the recommendation of the Audit committee, the Board has re-appointed M/s. Mani & Co., Cost Accountants as the Cost Auditors of the Company for the Financial Year ending 31st March 2023 and their remuneration is sought to be ratified by the shareholders at the forthcoming Annual General Meeting and is included as an agenda item in the Notice convening the 36th Annual General Meeting of the Company.

Secretarial Audit and Corporate Governance Report

During the year under review, the Board of Directors had appointed M/s. A K Labh & Co. firm of Practicing Company Secretaries for conducting secretarial audit in accordance with the provisions of the Act and the Rules framed thereunder. The Secretarial Audit Report is annexed and forms part of

this Report. The Company has complied with the applicable requirements of SEBI Listing Regulations, (as amended) and followed the practice of getting disclosures from directors and senior management personnel relating to any material, financial and commercial transactions where they have any personal interest with a potential conflict of interest with the Company at large. A detailed Report on Corporate Governance is annexed and forms part of this Report. The Company has also complied with the Standards of Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India as applicable during the year ended 31st March 2022.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report as stipulated in the SEBI Listing Regulations, amended from time to time, forms part of the Annual Report.

Audit Committee

Members of the Audit Committee as on 31st March 2022 were Mr. Vijay Singh Bapna as Chairman, Mr. S Ravi and Mr. Rajeev Jhawar as members of the Committee. The Company Secretary acts as the Secretary to the Audit Committee. All recommendations of the Audit Committee were duly accepted by the Board and there were no instance of any dis-agreement between the Committee and Board.

Corporate Social Responsibility (CSR)

The Company continues to take its role as a responsible corporate citizen very seriously and is deeply involved in sustainable development of communities in and around its areas of plant operations. The CSR policy of the Company is available on https://www.ushamartin.com. The Company''s commitment to its responsibilities towards society over the years has never been confined to the requirements of any statute. As per the provisions of Section 135 of the Act, the Company need not statutorily incur any social responsibility spending owing to absence of net profits (calculated in the manner as per the provisions of the Act) over the last three financial years and hence, the Company had not made any CSR spending as required under Section 135 of the Act. In view of no spending on account of CSR activities under Section 135 of the Act, a separate Annual Report on CSR activities has not been provided in this annual report. However, your Company continues to contribute voluntarily to Usha Martin Foundation which carries out various CSR initiatives for upliftment and development of communities living in and around the production facility situated at Ranchi in the State of Jharkhand. As on 31st March 2022, the CSR committee comprised of Mr. Vijay Singh Bapna as Chairman, Mrs. Ramni Nirula and Mr. D J Basu as members.

Details of the net profit/(loss) for the last three financial years computed in accordance with the formulae provided in Section 198 of the Companies Act, 2013 are provided herein under:

(Rs. in Crore)

FY 2018-19

FY 2019-20

FY 2020-21

Net profit/(loss)

^|(1,649.70)

(1,637.12)

(1,496.93)

Average Net Loss for the last three financial years is Rs. 1,594.58 Crore. Hence as per the requirements of the Act, the Company was not required to make any statutory spending towards CSR activities. However, the Company has voluntarily contributed towards different social initiatives taken up during the year under review as is mentioned elsewhere in this Annual Report.

Annual Return

In accordance with Section 92 (3) read with Rule 12 of the Companies (Management and Administration) Rules 2014 (as amended) a copy of the Annual Return of the Company is hosted on its website and can be accessed at https://www.ushamartin.com.

Number of Meetings of Board and it’s Committees

The details regarding meetings of the Board and Committees have been provided in the Corporate Governance Report forming part of this Report.

Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantees or investments are provided in the Financial Statements.

Particulars of Contracts or Arrangements with Related Parties

During the year under review, in compliance with the Act and SEBI Listing Regulations, all related party transactions had been placed before the Audit Committee for approval. Necessary approval of the Board has also been obtained where required. Relevant disclosure has been made in Form AOC-2 pursuant to Rule 8(2) of the Companies (Accounts) Rules, 2014 (as amended) given as an annexure to this Report. The Related Party Transaction Policy as approved by the Board is hosted on the Company''s website at https://www.ushamartin.com.

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 (as amended) is annexed separately and forms part of this report.

Risk Management

The Risk Management Committee of the Board of Directors of the Company is entrusted with assisting the Board in discharging its responsibilities towards management of material business risk (material business risks include but is not limited to operational, financial, sustainability, compliance, strategic, ethical, reputational, product quality, human resource, industry, legislative or regulatory and market related risks) including monitoring and reviewing of the risk management plan / policies in accordance with the provisions of SEBI Listing Regulations. The Company has formulated a robust Risk framework which reviews risks, identifies ownership of risk, assesses the implication of such risks and the method to mitigate the same. As on 31st March 2022, the Risk Management Committee comprised of Mr. Vijay Singh Bapna as Chairman, Mrs. Ramni Nirula, Mr. R Venkatachalam, Mr. S Ravi, Mr. D J Basu and Mr. Devadip Bhowmik as Members.

Material Changes between the End of the Financial Year and Date of Report

There has been no material changes subsequent to the end of the Financial Year and the date of this report which requires to be specifically reported other than as mentioned elsewhere in this Annual Report.

Appreciation

Your Directors place on record their appreciation for the valuable co-operation and support of its employees, customers, suppliers, contractors, shareholders, investors, government authorities, financial institutions, banks and other stakeholders.

On behalf of the Board of Directors Rajeev Jhawar Managing Director DIN: 00086164

Dhrub Jyoti Basu

Place: Kolkata Whole Time Director

Date: 30th April 2022 DIN: 02498037


Mar 31, 2018

Dear Shareholders,

The Board of Directors of Usha Martin Limited (“the Company”) present the 32nd Annual Report and Audited Accounts for the Financial Year ended 31st March, 2018.

FINANCIAL SUMMARY / HIGHLIGHTS (Rs. in Crore)

Stand Alone

Consolidated

31st March, 2018

31st March, 2017

31st March, 2018

31st March, 2017

Net Sales / Income from Operations

4,038.97

3,246.54

4,657.78

3,881.94

Other Income (including Finance Income)

86.45

116.76

85.30

119.91

Total Income (Net of Excise Duty)

4,125.42

3,363.30

4,743.08

4,001.85

Profit/(Loss) Before Interest, Depreciation & Tax

562.21

462.64

628.17

509.33

Depreciation

273.57

268.58

304.87

299.98

Finance Costs

570.98

549.01

586.98

564.24

Profit/(Loss) Before Tax

(282.34)

(354.95)

(263.68)

(354.89)

Tax expenses ( including MAT and Deferred Tax)

-

-

5.11

4.63

Profit /(Loss) After Tax [Profit /(Loss) for the year attributable to equity shareholders of the Company]

(282.34)

(354.95)

(271.23)

(358.91)

Review of Operations

The turnover (net of excise) for the year was Rs. 4,657.78 Cr on consolidated basis and Rs. 4,038.97 Cr on standalone basis as compared to Rs. 3,881.94 Cr and Rs. 3,246.54 Cr respectively in the previous year. The Earnings Before Interest, Depreciation and Tax was Rs. 628.17 Cr on consolidated basis as compared to Rs. 509.33 Cr in previous year and on standalone basis from Rs. 462.64 Cr to Rs. 562.21 Cr.

A detailed discussion on review of operations under Steel and Wire & Wire Rope (WWR) businesses has been included in Management Discussion and Analysis which forms part of this Report.

Dividend & Reserves

In view of there being no profits, the Directors are unable to recommend dividend for the year under review, nor do they propose to carry any amount to reserves.

Outlook and Business

During the year under review the improving worldwide economic conditions resulted in a better year for the steel industry with robust demand from automotive and construction sector in India. Continuation of global economic expansion resulted in increase of steel prices globally, except in USA, where the prices remained relatively stable. The demand for steel is expected to continue its current momentum, notwithstanding the decrease in demand in China.

During the year under review, the WWR business witnessed recovery in wire rope prices and also an overall uptick in the demand scenario which continued across most market segments excepting Oil & Offshore sector where the demand remained subdued. However, considering the improvement in Oil prices, the demand for wire ropes in Oil & Offshore sector may show signs of upswing from end of current fiscal both in domestic and international markets. Other products such as elevator rope and LRPC strands will continue to remain important areas of growth for your Company. There will be focused effort to increase market share in high contributory items like crane, elevator & mining ropes.

TPM & Quality

The Company’s steel division continues to have certification that includes ISO 9001:2008 in Quality Management System, ISO-TS 16949:2009 in connection with QMS for Automotive Industries, ISO 14001:2015 Environment Management System, ISO 50001:2011 Energy Management System and OHSAS 18001:2007. IATF 16949:2016 Automotive Quality Management System Standard and ISO 9001:2015 QMS certifications are in progress. Further steel division is also certified by JIPMS, Japan for TPM excellence. Implementation of Total Quality Management (TQM) is currently underway in steel division.

WWR division’s Quality Management System certification is under transition from ISO 9001:2008 to ISO 9001:2015. ISO 14001:2004 Environmental Management System Certification, Approval of Manufacturing (AOM) by DNV-GL, ABS and Lloyd’s are in place. Wire rope has product certification by SNI of Indonesia, Inmetro of Brazil, SONCAP of Nigeria and CCS of China. LRPC product is certified by ACRS of Australia and testing laboratory has accreditation under ISO 17025:2005. In order to make fundamental changes in our way of thinking and working, the TQM journey of WWR division is being pursued. The concept of Daily Management has successfully been implemented in operation, maintenance and service areas. All key process indicators of different functions are being monitored regularly in a centralized place called Wire Rope Excellence Center. The TQM journey will further strengthen the competitiveness with respect to quality, cost and delivery of your Company’s rope business.

Environment

Steel Division and Wire Ropes & Specialty Products Division operate under ISO 14001 Environment Management Systems (EMS) Standards.

Various initiatives were undertaken in steel division such as installation of pneumatic conveying system for bag filter dust, installation of rain gun sprinklers, installation of single orifice high pressure water spray nozzles, installation of new bag filters, sheeting of junction houses etc. A vehicular emission monitoring camp was organised by Government authorized agency at the Jamshedpur plant for vehicles wherein over 700 vehicles were checked and pollution under control (PUC) certificates were issued to vehicles which passed the test. All process generated waste water is treated in effluent treatment plants and thereafter the treated water is utilized in plant processes as part of our constant endeavor for natural resource conservation. Keeping in line with various green initiatives undertaken during the year more than 1 500 trees were planted.

The WWR division is also ensuring improvement in environment management performance by periodic monitoring, legal compliance & online monitoring of emission & effluent at CPP Water used above 2400 KL/Day is recycled and reused. In order to protect, maintain & improve natural environment 3,800 saplings of native & ornamental tree species have been planted for greenbelt development. A mother orchard of fruit bearing trees & forest plant nursery has been setup to cater the saplings for plantations.

Subsidiaries & Joint Ventures

The international subsidiaries provide significant synergy and support to the Company’s wire rope business and performance. All the operating subsidiaries of the Company have continued to perform reasonably well in the economic and business circumstances which prevailed during the year under review.

A key joint venture formed by the Company namely Pengg Usha Martin Wires Private Limited has reported satisfactory results in the year under review.

During the year under review there were no other entities which became or ceased to be subsidiaries, joint ventures and associates of the Company.

A statement covering report on the performance and financial position of each of the subsidiaries, associates and joint ventures is provided separately and forms part of the Annual Report.

Deposits

During the year the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 (“the Act”) and the Companies (Acceptance of Deposits) Rules, 2014. As on 31st March, 2018, there are no unclaimed deposits with the Company. The Company has not defaulted in repayment of deposits or payment of interest on deposits thereon in the past.

Share Capital

The paid-up Equity Share Capital as on 31st March, 2018 stood at Rs. 30.54 Crores. The Company has not issued any shares with or without differential voting rights, granted stock options or issued sweat equity shares, during the year under review.

Significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

During the year, no significant material orders were passed by any regulatory authority or court against the Company which may affect the going concern status of the Company.

Details in respect of adequacy of internal financial controls with reference to the financial statements

Based on the framework of internal financial controls and compliance systems established and maintained by the Company (with its inherent weaknesses), work performed by the internal, statutory, cost and secretarial auditors and external consultants specially appointed for this purpose, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and relevant board committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the year ended on 31st March, 2018.

Directors and Key Managerial Personnel

Mr. Brij Kishore Jhawar (DIN:00086200) is retiring by rotation and being eligible, offers himself for re-appointment. A brief profile of Mr. Jhawar is given in the Notice convening the forthcoming Annual General Meeting.

Since the five year tenure of Mr. Rajeev Jhawar (DIN: 00086164) as Managing Director of the Company expires on 18th May 2018, the Board of Directors at its Meeting held on 5th February 2018 have, on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the members of the Company, re-appointed him as Managing Director for a further period of five years from 19th May 2018 to 18th May 2023. His brief profile and other relevant details are given in the Notice convening the forthcoming Annual General Meeting.

During the year under review, Mr. Ghyanendra Nath Bajpai was appointed as the Non-Executive Chairman of the Board and of the Company.

As required under provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all Independent Directors of the Company have confirmed that they meet the requisite criteria of independence.

There has been no change in the Key Managerial Personnel during the year under review.

Directors’ Responsibility Statement

Pursuant to requirements under Section 134(5) of the Act, the Board, to the best of it’s knowledge and belief, confirms that:

i. the applicable accounting standards have been followed in preparation of annual accounts for Financial Year ended 31st March, 2018 and proper explanations have been furnished relating to material departures;

ii. accounting policies have been selected and applied consistently and prudent judgments and estimates have been made so as to give a true and fair view of state of affairs of the Company at end of financial year and of loss of the Company for year under review;

iii. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts for Financial Year ended 31st March, 2018 have been prepared on a going concern basis;

v. internal financial controls are in place and that such financial controls are operating effectively;

vi. adequate systems to ensure compliance with the provisions of all applicable laws are in place and are operating effectively.

Board Evaluation

Criteria has been formulated for formal evaluation of the individual Directors, the Board as a whole and the Board Committees. Every Director evaluates the performance of other Directors (excepting himself/herself), the Board as a whole and it’s Committees and provides feedback to the Nomination & Remuneration Committee. The Nomination & Remuneration Committee reviews the feedback and makes relevant recommendation to the Board for final evaluation.

Nomination & Remuneration Policy

In accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company on recommendation of the Nomination & Remuneration Committee has formulated the criteria for determination of qualification, positive attributes and independence of Directors along with remuneration of Directors, Senior Management Personnel (including Key Management Personnel) and other employees. The Remuneration Policy of the Company is annexed as part of this Report.

Vigil Mechanism and Whistle Blower Policy

The Company has a coded Vigil Mechanism and Whistle Blower Policy available at www.ushamartin.com/investor. This Policy provides a framework to promote responsible and secure reporting of undesirable activities (“whistle blowing”). Through this Policy, the Company seeks to provide a mechanism to the whistleblower to disclose any misconduct, malpractice, unethical and improper practice taking place in the Company for appropriate action and reporting, without fear of any kind of discrimination, harassment, victimisation or any other unfair treatment or employment practice being adopted against the whistleblower.

Particulars of Employees & Managerial Remuneration

The required disclosures in accordance with Section 197 of the Act read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are provided separately and forms part of this report.

CEO and CFO Certification

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Joint Managing Director and Chief Financial Officer of the Company have submitted the relevant certificate for the year ended 31st March, 2018 to the Board of Directors.

Additional Disclosures

The Company had adopted effective from 1st April, 2016, the notified Indian Accounting Standards (Ind AS) and accordingly the Financial Statements (both standalone and consolidated) for the year ended 31st March, 2018 have been prepared under Ind AS. In line with requirements of applicable provisions of law, the Company has made necessary disclosures in respect of Consolidated Financial Statements, Related Party Transactions and Segmental Reporting.

Auditors

In accordance with the provisions of Section 139 of the Act and pursuant to the shareholders approval at the 30th Annual General Meeting,

S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005) has been appointed as Statutory Auditors of the Company to hold office from the conclusion of the 30th Annual General Meeting till the conclusion of the 35th Annual General Meeting of the Company.

Cost Auditors

Pursuant to Section 148 of the Act and Rules made thereunder, the Board has appointed Messers Guha, Ghosh, Kar & Associates, Cost Accountants, to conduct cost audit of the Company for the Financial Year 2017-18 and had recommended their remuneration to the shareholders which was ratified at the Annual General Meeting held on 21st September, 2017.

The Board of Directors have reappointed Messers Guha, Ghosh, Kar & Associates as the Cost Auditors for the Financial Year 2018-19 and their remuneration is sought to be ratified from the shareholders at the forthcoming Annual General Meeting and is included as an agenda item in the Notice convening the 32nd Annual General Meeting.

Secretarial Audit and Corporate Governance Report

During the year under review, the Board of Directors had appointed M/s. A K Labh & Co. firm of Practicing Company Secretaries for conducting secretarial audit in accordance with the provisions of the Act and the Rules framed thereunder. The Secretarial Audit Report is annexed and forms part of this Report.

The Company has complied with the applicable requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and followed the practice of getting disclosures from directors and senior management personnel relating to any material, financial and commercial transactions where they have any personal interest with a potential conflict of interest with the Company at large. A detailed Report on Corporate Governance is annexed and forms part of this Report. The Company has also complied with the Standards of Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India as applicable during the year ended 31st March, 2018.

Audit Committee

Members of the Audit Committee as on 31st March, 2018 were Mr. Jitender Balakrishnan as Chairman, Mr. Salil Singhal and Mr. Ghyanendra Nath Bajpai as Members. The Company Secretary acts as the Secretary to the Audit Committee.

All the recommendations of the Audit Committee were duly accepted by the Board and there were no instances of any disagreement between the Committee and Board.

Corporate Social Responsibility (CSR)

The Company has been deeply involved in sustainable development of communities in and around its plants and mines. The CSR policy of the Company is available on www.ushamartin.com/investor. The Company’s commitment to its responsibilities towards society over the years has never been confined to the requirements of any statute. In accordance with the requirements of the Act, a CSR committee has been constituted, which consists of Mr. B K Jhawar as Chairman, Mr. Brij Kishore Jhawar, Mr. P S Bhattacharyya and Mrs.Aarthi Ramakrishnan as Members. As per the provisions of Section 135 of the Act, the Company need not statutorily incur any social responsibility spending owing to absence of profits over the last three years. However, the annual report on CSR activities as required in accordance with the Act and Rules made thereunder forms part of this Report.

Extract of Annual Return

The details forming part of the extract from the Company’s Annual Return in Form MGT 9 are annexed separately with this Report.

Number of Meetings of Board and it’s Committees

The details regarding Meetings of the Board and its Committees have been provided in the Corporate Governance Report forming part of this Report.

Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantees or investments are provided in the Financial Statement.

Particulars of contracts or arrangements with Related Parties

During the year under review, in compliance with the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 all related party transactions had been placed before the Audit Committee for approval. Necessary approval of the Board has also been obtained where required. Relevant disclosure has been made in Form AOC-2 pursuant to Rule 8(2) of the Companies (Accounts) Rules, 2014 (as amended) given as an annexure to this Report. The Related Party Transaction Policy as approved by the Board is hosted on the Company’s website.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 (as amended) is annexed separately and forms part of this report.

Risk Management

The Company has a Risk Management Committee to assist the Board in discharging its responsibilities towards management of material business risk (material business risks include but is not limited to operational, financial, sustainability, compliance, strategic, ethical, reputational, product quality, human resource, industry, legislative or regulatory and market related risks) including monitoring and reviewing of the risk management plan / policies in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee has formulated a Risk Organisation Structure which as part of a risk mapping exercise, reviews risks, identifies ownership of risk, assesses the implication of such risks and the method to mitigate the same. For the year ended 31st March, 2018, the committee consists of Mr. P S Bhattacharyya as Chairman, Mr. Mukesh Rohtagi, Mr. P K Jain and Mr. Rajeev Jhawar as Members.

Appreciation

Your Directors place on record their appreciation for the valuable co-operation and support of its employees, customers, suppliers, contractors, shareholders, investors, Government authorities, financial institutions, banks and other stakeholders.

On behalf of the Board of Directors

Rajeev Jhawar Pravin Kumar Jain

Managing Director Jt. Managing Director

DIN: 00086164 [Wire & Wire Rope Business]

DIN:02583519

Place : Kolkata

Date : 21st May, 2018


Mar 31, 2015

Dear Shareholders,

The Board of Directors of Usha Martin Limited present the 29th Annual Report and audited accounts for the financial year ended 31st March, 2015. FINANCIAL SUMMARY / HIGHLIGHTS (Rs. in Crores)

Stand alone Consolidated

31st 31 31st 31 march, march, march, march, 2015 2014 2015 2014

Net Sales 3,746.05 3,287.12 4,561.10 4,073.83

Other Income 38.68 77.83 36.99 92.49

Net Sales and Other Income 3,784.73 3,364.95 4,598.09 4,166.32

Profit Before Interest, Depreciation & Tax (Before Exceptional Items) 646.38 692.82 753.48 799.43

Depreciation 383.00 303.51 418.42 333.20

Finance Costs 507.39 426.17 521.94 439.56

Profit Before Tax (Before Exceptional Items) (-)244.01 (-)36.86(-)186.88 26.67

Exceptional Items (-)100.16 - (-)100.16 -

Tax expenses (Current Tax, Deferred Tax, Net of MAT Credit Entitlement and reversal) (-)51.76 (-)11.18 (-)35.64 13.45

Profit After Tax (-) 292.41 (-)25.68 (-)251.40 13.22

Minority Interest - - (-)1.72 (-)2.52

Profit after Tax and Minority interest - - (-)253.12 10.70

Profit Brought Forward from Previous Year (-)3.31 22.37 335.17 332.70

Appropriations are made as under:

-Transfer to Capital Redemption Reserve - - 8.00 8.00

-Proposed Dividend on Equity Shares and Tax thereon - - 0.21 0.23

- Adjustment arising on acquisition of controlling interest in a Joint Venture - - 0.10 -

-Balance Carried Forward to next year (-)295.72 (-)3.31 73.74 335.17

Review of operations

The turnover for the year increased to Rs. 4561.10 crores on consolidated basis and Rs. 3746.05 crores on standalone basis from Rs. 4,073.83 crores and Rs. 3,287.12 Crore respectively in the previous year. Despite there being suboptimal business conditions for steel and mining industry, the Company could achieve a growth of 12% and 14% respectively. However, operating profit reduced on consolidated basis from Rs.799.43 crores in previous year to Rs.753.48 crores in the current financial year and on standalone basis from Rs.692.81 crores to Rs.646.38 crores. Consequently operating margins lowered to 16.5% and 17.3% on consolidated and standalone basis respectively.

As per decision of Hon'ble Supreme Court of India which de-allocated coal mines, there was an additional levy of Rs.83 crores on the production of coal since beginning of coal mining operations to 31st March, 2015. This, along with other write downs on investment made in coal mines amounting to Rs.16.43 crores, has been shown as exceptional items. The net loss after tax was Rs.253.1 2 crores on consolidated basis and Rs.292.41 crores on standalone basis for the financial year 2014-15.

The detailed review of operations under steel and wire & wire rope

businesses has been discussed in Management Discussion and Analysis which forms part of this report.

Dividend & Reserves

In view of there being no profits, the directors are unable to recommend dividend for the year under review, nor do they propose to carry any amount to reserves.

outlook and business

During the year there has been a formation of central government with clear majority after a long period of time in the past. This has ushered in positive hopes of government taking bold initiatives for accelerating the process of recovery and growth in business conditions with enduring sustainability.

However, during the year the steel industry has witnessed lowest production growth in the recent past and touching as low as 0.5%. The major segment which consumes the Company's product, i.e automobile, has also seen mixed conditions. During the 2nd half of the year, the increased cheaper imports have also created new threats for the industry.

These difficult conditions in steel industry have also been felt in wire & wire rope business as well across the global and in domestic markets.

In September, 2014 the Hon'ble Supreme Court of India de-allocated the coal mines allotted since 1993 and imposed additional levy @ Rs.295 per MT on the coal produced since beginning to 31st March, 2015. As a result, the Company's two coal mines viz. Kathautia and Lohari coal mines were also de-allocated and the Company had to incur Rs.83 crores on its' coal production from beginning. Kathautia coal mine was already operational whereas Lohari coal mine was yet to be made operational.

As a part of subsequent new policy initiatives, the Central Government decided to allocate coal mines through e-auctions. The Company participated in these auctions and successfully won Brinda & Sasai coal block in Jharkhand at a price of Rs.1804 per MT. This coal block is

expected to be commissioned for production in financial year 2017-18.

After completion of cost optimization projects during the previous financial year, beneficiation and pellet plants were under stabilization during the current financial year

The manufacturing unit of the Company at Nawalgang, Agra has been closed down and appropriate steps are being taken to dispose off the surplus assets lying in the said location.

No material changes and commitments have taken place since close of the previous financial year and till the date of this report which may significantly affect the financial position of the Company adversely.

TPM & Quality

Steel Division and Wire Ropes & Speciality Products Division continue to have certification for its quality management systems being in accordance with ISO 9001 2000 from BVQI.

The TQM journey of Wire & Wire Rope Division for further strengthening competitiveness is progressing well to ensure long term benefits to the Company.

Subsidiaries & Joint Ventures

The international subsidiaries provide significant synergy and support to the Company's wire rope business and performance. Further, all the operating subsidiaries of the Company have continued to perform reasonably well in the economic and business circumstances which prevailed during the year under review.

The key joint ventures formed by the Company namely, Pengg Usha Martin Wires Private Limited and Dove Airlines Private Limited have reported satisfactory results in the year under review.

During the year, Gustav Wolf Specialty Cords Limited, a Joint Venture of the Company and Usha Martin Power & Resources Limited, a subsidiary of the Company were converted into wholly owned subsidiary of the Company.

During the year under review EMM Caspian Limited, a step down subsidiary of the Company, has been dissolved after strategic review by the Company.

A statement covering report on the performance and financial position of each of the subsidiaries, associates and joint venture is provided separately and forms part of this report.

Environment

Steel Division and Wire Ropes & Speciality Products Division operate under ISO 14001 Environment Management Systems (EMS) Standards from Det Norseke Veritas (DNV), of U.K. The effectiveness of these systems is evident from reduced oil and water consumption, reuse of waste oils and water, utilization of iron containing wastes.

Wire Rope & Specialty Products Division is driving improvements in effluent treatment plant to eliminate sludge carry over by incorporation of filter press, the output of which is being used for non-critical applications, and continues to target zero discharge condition. The Division is also focused on reducing air pollution by converting from oil to LPG and eliminating emission of un-burnt fuels in atmosphere.

Deposits

During the year the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. As on 31st March, 2015, there are no unclaimed deposits with the Company. Further the Company has not defaulted in repayment of deposits or payment of interest thereon.

Significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company's operations in future.

During the year no material orders were passed by any regulatory authority or court which may affect the status of going concern of the Company.

However, during the year the Hon'ble Supreme Court of India passed order relating to de - allocation of two coal mines of the Company namely Kathautia and Lohari Coal blocks. The Kathautia coal block was in operation since 2010 and up to March 2015.

Details in respect of adequacy of internal financial controls with reference to the financial statements.

Adequate internal financial controls exist in the Company with reference to the financial statements. The processes and controls were subjected to assessment by an independent agency and no reportable material weakness was observed in the same. However, the Company is in process of further strengthening the controls and processes.

Corporate Governance

Your Company has complied with requirements of Clause 49 of Listing Agreement and followed practice of getting disclosures from directors and senior management personnel relating to any material financial and

commercial transactions where they have any personal interest with a potential conflict of interest with the Company at large. A detailed report on Corporate Governance is annexed.

Directors

Mr. B K Jhawar and Mr. Brij K Jhawar are retiring by rotation and offer themselves for reappointment.

During the year Mr. P S Bhattacharyya was appointed as an Independent Director on 31st July, 2014 for a period of 5 years and the existing Independent Directors namely Mr. G N Bajpai, Mr. Jitender Balakrishnan, Mr. Salil Singhal and Mrs. Ramni Nirula were also appointed for a period of 5 years w.e.f 31st July, 2014 in accordance with provisions of the Companies Act, 2013 and the Listing Agreements.

Dr. Vijay Sharma ceased to be a Director with effect from 25th May, 2014, Mr. Nripendra Misra ceased to be a Director with effect from 26th May, 2014 and Mr. R S Thakur ceased to be a Director with effect from 10th July, 2014.

Details regarding the composition, terms and references, number of meetings and attendance of respective members of the various sub - committees of board are provided separately in the Corporate Governance Report.

Directors' Responsibility Statement

Pursuant to requirements under Section 134 (5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) the applicable accounting standards have been followed in preparation of annual accounts for financial year ended 31st March, 2015 and proper explanations have been furnished relating to material departures;

(ii) the accounting policies have been selected and applied consistently and prudent judgments and estimates have been made so as to give a true and fair view of state of affairs of the Company at end of financial year and of profit/loss of the Company for year under review;

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

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

(v) proper internal financial controls were in place and that the financial controls were generally adequate and operating effectively except in few cases which were dealt suitably.

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

Manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors.

Criterions have been formulated for formal evaluation of the individual directors, Board as a whole and various sub-committees. The directors evaluated performance of other directors (excepting themselves), the Board as a whole and its' various sub - committees and provided their feedback to the Nomination & Remuneration Committee. The Nomination & Remuneration Committee after reviewing the feedback received from directors provided its' recommendation to the Board for final evaluation.

Company's policy on Directors appointment and remuneration including criteria for determining qualification, positive attributes, independence of directors.

In accordance with the provisions of Companies Act, 2013 and Clause 49 (as amended), the Board of Directors of the Company on recommendation of the Nomination and Remuneration Committee have adopted a criteria for determination of qualification, positive attributes and independence of directors and Policy for Remuneration of Directors, a Policy for Remuneration of Senior Management Personnel (including Key Management Personnel) and a Policy for Remuneration of Other Employees.

The above mentioned Criteria and Policies are available at www. ushamartin.com/investor.

Vigil Mechanism and Whistle Blower Policy

The Company has adopted a Vigil Mechanism and Whistle Blower Policy to provide a framework to promote responsible and secure reporting of undesirable activities ("whistle blowing"). Through this Policy, the Company seeks to provide a mechanism to all the employees, or directors of the Company ("whistleblower") to disclose any misconduct, malpractice, unethical and improper practice taking place in the Company for appropriate action and reporting, without any fear of any kind of discrimination, harassment, victimization or any other unfair treatment or employment practice being adopted against the whistleblower. The same is available on the Company's website www.ushamartin.com. Human resource & managerial remuneration The required disclosures in accordance with Section 197 read with Rule 5 of Companies (Appointment of Managerial Personnel) Rules 2014 are provided separately and forms part of this report.

CEo and CFo Certification

In accordance with the provisions of the Clause 49 of the Listing Agreement, the Managing Director and Chief Financial Officer of the Company have submitted a certificate for the year ended 31st March, 2015, to the Board of Directors.

Additional Disclosures

In line with requirements of Listing Agreements and Accounting

Standards issued by the Institute of Chartered Accountants of India, the Company made additional disclosures in respect of Consolidated Financial Statements, Related Party Transactions and Segmental Reporting.

Auditors

In accordance with the provisions of Section 139 of the Companies Act, 2013 and the transition period mentioned therein, M/s Price Waterhouse, Chartered Accountants were appointed as Statutory Auditors of the Company for a period of two years at the 28th Annual General Meeting of the Company held on 31st July, 2014 and they will continue in office upto the conclusion of the 30th Annual General Meeting.

However, in accordance with the provisions of Section 139 of the Companies Act, 2013, their continuance of office as Auditors shall be subject to ratification of members at the forthcoming Annual General Meeting.

Yours Directors invite your attention to note 51 to the accounts referred to by auditors in para 8 of their report. This note is self explanatory and along with explanations given therein provide required clarification on references made by the auditors.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 and Rules made there under, the Board has appointed M/s. Guha, Ghosh, Kar & Associates, Cost Accountants, to conduct cost audit of the Company for the year 2014-15 and had recommended their remuneration to the shareholders which was ratified at the Annual General Meeting held on 31st July, 2014.

The Board of Directors have appointed M/s Guha, Ghosh and Kar as the Cost Auditors for the financial year 2015-16 and their remuneration is sought to be ratified from the shareholders at the forthcoming Annual General Meeting.

Secretarial Auditor

During the year under review the Board of Directors had appointed M/s Anjan Kumar Roy & Co. firm of Practicing Company Secretaries for conducting secretarial audit in accordance with the provisions of Companies Act, 2013 and the rules framed thereunder. The Secretarial Audit Report is annexed and forms part of this report.

Corporate Social Responsibility

Usha Martin Limited has been constantly involved in sustainable development of communities around its plants & mines and have also expanded its CSR activities to the other districts of Jharkhand. Commitment of founders of Usha Martin towards sustainable development has led KGVK, an non - profit seeking organization was started as CSR arm of the Company to reach more than 190 villages of Jharkhand.

In accordance with the provisions of the Companies Act, 2013 the

Company have constituted a Corporate Social Responsibility Committee which comprises of the following members:

Mr. B K Jhawar - Chairman (Non - executive director)

Mr. Brij K Jhawar - Member (Non - executive director)

Mrs. Ramni Nirula - Member (Independent Director)

The contents of the CSR Policy of the Company and the CSR activities undertaken by KGVK on behalf of the Company (including the Annual Report on CSR activities) has been annexed separately and forms part of this report.

Extract of Annual Return

The details forming part of the extract of the annual return is enclosed in Form MGT 9.

Number of Meetings of Board and its sub - committees

The details regarding meetings of the Board and its sub - committees have been provided in the corporate governance report.

Report on the performance and financial position of each of the subsidiaries, associates and joint ventures.

Analysis of the performance of key subsidiaries and joint ventures has been provided in the Management Discussion and Analysis section and the same forms part of this report.

Statement on declaration given by independent directors under Section 149 of the Companies act, 2013

As required under provisions of Companies Act, 2013 and Listing Agreements, all Independent Directors' of the Company have confirmed that they meet the criteria of independence.

Particulars of loans, guarantees and investments

The particulars of loans, guarantees or investments are provided in the Financial Statement.

Particulars of contracts or arrangements with related parties

All related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel which may have potential conflict with the interest of the Company at large. Further, as required under Clause 49 (as amended) of the Listing Agreement, prior omnibus approval of the Audit Committee has been obtained for transactions with related parties (other than with wholly owned subsidiaries).

The related party transactions policy as approved by the Board has been uploaded on the Company's Website.

The details of the transactions with related parties are provided in Note 48 of the standalone financial statement. Further, the Form AOC - 2 is not attached with this Report as there were no such related party transactions for which disclosure under Rule 8 of the Companies (Accounts) Rules, 2014 is required.

Conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A statement in accordance with the provisions of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached separately and forms part of this Report.

Risk Management

During the year under review, a Risk Management Committee as a sub - committee of the Board was formed with the following directors as members, to assist the Board in discharging its responsibilities towards management of material business risk (material business risks includes but not limited to operational, financial, sustainability, compliance, strategic, ethical, reputational, product quality, human resource, industry, legislative or regulatory and market related risks) including monitoring and reviewing of the risk management plan / policies in accordance with the provisions of clause 49 of the Listing Agreements.

Mr. P S Bhattacharyya - Chairman (Independent Director)

Mr. Rajeev Jhawar - Member (Managing Director)

Mr. P K Jain - Member (Jt. Managing Director

[Wire & Wire Rope Business]

Further, as on date there are no additional material risks (apart from the general market risks) which in the opinion of the Board may threaten the existence of the Company.

Appreciation

Your directors place on record their appreciation for the valuable co- operation and support of customers, suppliers, contractors, shareholders, investors, government authorities, financial institutions, banks, partners and collaborators.

On behalf of the Board of Directors

p Jhawar

Place: Kolkata Chairman

Date: 25th May, 2015


Mar 31, 2013

Dear Shareholders,

The Board of Directors of your Company takes pleasure in presenting 27th Annual Report and audited accounts of your Company for the financial year ended 31st March, 2013.

FINANCIAL RESULTS (Rs. in Crs.)

Stand Alone Consolidated 31 March, 31 March, 31 March, 31 March, 2013 2012 2013 2012

Gross Sales including inter company/division sales and excise duty 4403.96 3920.16 5516.20 4932.00

Less: Excise Duty 302.45 243.87 313.44 253.92

Less : Inter company/ division sales 1056.98 839.40 1580.93 1317.26

Net Sales excluding excise duty and inter company/division sales 3044.53 2836.89 3621.83 3360.82

Other Income 43.22 42.64 89.08 63.94

Net Sales and Other Income 3087.75 2879.53 3710.91 3424.76

Profit Before Depreciation & Tax 245.56 153.95 367.34 234.11

Depreciation 235.24 197.76 263.84 222.71

Profit Before Tax 10.32 (-)43.81 103.50 11.40

Tax expenses (including deferred tax) 3.27 (-)11.04 21.24 4.78

Profit After Tax 7.05 (-)32.77 82.26 6.62

Minority Interest (-)3.42 (-)3.01

Profit after Taxation and Minority interest 78.84 3.61

Profit Brought Forward from Previous Year 22.67 55.44 267.38 263.86

Appropriations are made as under:

-General Reserve 2.00 4.08

- Transfer to Capital Redemption Reserve - - 4.00 -

-Proposed Dividend on Equity Shares and tax thereon 5.35 5.44 0.09

-Balance Carried Forward to next year 22.37 22.67 332.70 267.38

REVIEW OF OPERATIONS

The Company''s operating profit increased to Rs. 705.20 Crs. on consolidated basis and Rs. 572.33 Crs on standalone basis from Rs. 497.77 Crs and Rs. 408.80 Crs respectively. On consolidated basis, the Company achieved profit after tax and minority interest of Rs. 78.84 Crs against Rs. 3.61 Crs. in previous year On standalone basis, the profit after tax is Rs. 7.05 Crs against loss of Rs. 32.77 Crs. in the previous year

The turnover for the year increased to Rs. 3621.83 Crs on consolidated basis and Rs. 3044.53 Crs on standalone basis against Rs. 3360.82 Crs and Rs. 2836.89 Crs respectively in the previous year

DIVIDEND

The Board of Directors recommends 15% dividend for the year ended 31st March, 2013, amounting to Rs. 5.35 Crs including dividend tax, surcharge and cess.

PROJECTS

The cost optimisation projects undertaken by the Company have progressed well. The major projects successfully commissioned during the financial year 12- 13 are 30 MW CPP, Char Beneficiation, DRI-V, 100 TPD Lime Kiln, Beneficiation Plant Phase-1, EBNER annealing furnace and Fume Exhaust System of SMS-2. The projects, which are under advanced stage of implementation, namely pellet plant, coke oven, Iron ore Beneficiation Plant Phase-2, DRI-IV, Waste Heat based 35 MW Captive Power plant and other related projects are expected to be commissioned in phases over FY 13-14. Upon completion, these projects would significantly strengthen cost base, which in turn would enhance profitability and competitiveness.

BUSINESS OUTLOOK

The adverse economic factors, such as higher level of fiscal deficit, expanding trade gap, deteriorating current account deficit, rising inflation and resultant higher interest rates which have caused industrial slow down and worsened economic environment in the financial year, continue to prevail with serious challenges to Indian economy even in current financial year However with the advantage of a higher level of integration with mineral resources and range of value added products, the Company is hopeful of performing better in future.

SUBSIDIARIES

The international subsidiaries provide significant synergy and support to the Company''s business and performance. All the operating subsidiaries of the Company have continued to perform reasonably well in the prevailing economic and business conditions during the year under review.

The facilities of Usha Siam Steel Industries Public Company Limited [USSIL], a key subsidiary of the Company which was severely affected in devastating floods in Thailand in October 2011, has resumed normal operations during the later part of the financial year.

The Statement under Section 212 of the Companies Act, 1956 in respect of subsidiaries of the Company is given separately.

JOINT VENTURES

All the key joint ventures formed by the Company namely, Pengg Usha Martin Wires Pvt. Ltd., Gustav Wolf Speciality Cords Ltd. and Dove Airlines Pvt. Ltd., have done reasonably well in the year under review.

During the year, Usha Siam Steel Industries Public Company Limited (USSIL) has entered into a Joint Venture Agreement with Tesac Wireropes Co Ltd (TWCL), Japan for setting up a new joint venture company named "Tesac Usha Wirerope Co. Ltd.” which shall manufacture specialty wire ropes for elevator and other applications. This new company had been incorporated under the laws of Thailand. USSIL, along with Usha Martin Singapore Pte Ltd. a wholly owned subsidiary of the Company, holds 50% equity in new JV, while the remaining 50% is being held by TWCL.

TPM & QUALITY

Steel Division and Wire Ropes & Speciality Products Division continue to have certification for its quality management systems being in accordance with ISO 9001 2000 from BVQI.

Wire & Wire Ropes Division has now embarked on the journey of TQM for further strengthening competitiveness of the Company.

The operational excellence recognised by these awards and quality management systems have resulted in tangible improvement in quality, cost, delivery and safety, besides intangible benefits like motivation and empowerment at all levels.

ENVIRONMENT

All manufacturing plants of your Company are running in an ecofriendly manner and have focus on workplace health and safety.

Steel Division and Wire Ropes & Speciality Products Division continue to enjoy Certification under ISO 14001 Environment Management Systems (EMS) Standards from Det Norseke Veritas (DNV), of U.K. The effectiveness of these systems is evident from reduced oil and water consumption, reuse of waste oils and water, utilization of iron containing wastes and improved green cover at steel plant site.

Wire Ropes & Speciality Products Division has been achieving significant improvements in effluent treatment to eliminate sludge carry over by incorporation of filter press, the output of which is being used for non-critical applications, and continues to target zero discharge condition. This Division has also reduced air pollution by converting from oil to LPG and eliminating emission of un-burnt fuels in atmosphere.

HUMAN RESOURCES

The Board of Directors expresses its appreciation for sincere efforts made by employees of your Company at all levels during 2012-13 and their co-operation in maintaining cordial relations.

Your directors believe and affirm the importance of developing of human resources, which is valuable and key in achieving all round improvement and growth.

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report.

DEPOSITS

As on 31st March, 2013, there are unclaimed deposits of Rs. 1.50 lacs.

CORPORATE GOVERNANCE

Your Company has complied with requirements of Clause 49 of Listing Agreement and followed practice of obtaining disclosures from directors and senior management personnel relating to any material financial and commercial transactions where they have any personal interest with a potential conflict of interest with the Company at large. Your Company recognizes importance of good Corporate Governance as a step for building stakeholders'' confidence, improving investor protection and enhancing long-term enterprise value.

A detailed report on Corporate Governance is annexed.

DIRECTORS

Mrs Ramni Nirula, Mr G N Bajpai, Mr N Misra and Mr J Balakrishnan are retiring by rotation and offer themselves for reappointment.

Mr. A K Chaudhri retired by rotation in last annual general meeting. Your directors place on record their warm appreciation for the contribution made by him in progress and growth of the Company.

Mr R S Thakur has been appointed as an additional director on the Board of the Company with effect from 30th January, 2013. He will hold office up to the date of ensuing Annual General Meeting. Your Directors recommend his appointment at the forthcoming Annual General Meeting in respect of which notice under Section 257 of the Companies Act, 1956 has been received.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) the applicable accounting standards have been followed in preparation of annual accounts for financial year ended 31st March, 2013 and proper explanations have been furnished relating to material departures;

(ii) the accounting policies have been selected and applied consistently and reasonably and prudent judgments and estimates have been made so as to give a true and fair view of state of affairs of the Company at end of financial year and of profit of the Company for year under review;

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

(iv) the annual accounts for financial year ended 31st March, 2013 have been prepared on a going concern basis.

CEO / CFO CERTIFICATION

The Managing Director and Chief Financial Officer of the Company submitted a certificate to Board of Directors as required under Clause 49 of Listing Agreement for the year ended 31st March, 2013.

ADDITIONAL DISCLOSURES

In line with requirements of Listing Agreements and Accounting Standards issued by the Institute of Chartered Accountants of India, your Company made additional disclosures in respect of Consolidated Financial Statements, Related Party Transactions and Segmental Reporting.

AUDITORS

The auditors, M/s. Price Waterhouse, Chartered Accountants, retire at conclusion of forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment.

COST AUDITORS

During the year, Board appointed M/s. Guha, Ghosh, Kar & Associates, Cost Accountants, to conduct cost audit of the Company. The Company filed application with Central Government for financial year 2012-13 for appointment of Cost Auditor and the approval is deemed to have been received.

ENERGY CONSERVATION

As required under Section 217(1 )(e) of the Companies Act, 1956, details regarding conservation of energy, technology absorption and foreign exchange earning and outgo are given in the Annexure attached hereto and form part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has always been committed to its'' responsibility to the society and accordingly has accorded very high priority and commitment towards discharge of the same.

USSIL was awarded TLS 8001-2010 Certificate for having achieved requirements of Thai Corporate Social Responsibility by Ministry of Labour, Royal Thai Government.

A detailed report on initiatives in this regard is attached and forms part of this report.

APPRECIATION

Your directors place on record their appreciation for valuable co-operation and support of customers, suppliers, contractors, shareholders, investors, government authorities, financial institutions, banks, partners and collaborators.

On behalf of the Board of Directors

Kolkata P JHAWAR

9th May 2013 Chairman


Mar 31, 2012

The Board of Directors of your Company takes pleasure in presenting 26th Annual Report and audited accounts of your Company for the financial year ended 31st March, 2012.

(Rs. in Cr.)

Financial

31 March, 31 March, 31 March, 31 March, 2012 2011 2012 2011

Gross Sales including inter company/division sales and excise duty 3920.16 3475.71 4932.00 4406.66

Less: Excise Duty 243.87 215.53 253.92 221.83

Less : Intercompany/ division sales 839.40 735.47 1317.26 1140.24

Net Sales excluding excise duty and inter company/ division sales 2836.89 2524.71 3360.82 3044.59

Other Income 42.64 48.81 63.94 43.02

Net Sales and Other Income 2879.53 2573.52 3424.76 3087.61

Profit Before Depreciation & Tax 153.95 321.79 234.11 405.03

Depreciation 197.76 176.49 222.71 200.96

Profit Before Tax (-)43.81 145.30 11.40 204.07

Tax expenses (including deferred tax) (-)11.04 45.77 4.78 64.04

Profit After Tax (-)32.77 99.53 6.62 140.03

Minority Interest (-)3.01 (-)3.00

Profit after Taxation and Minority interest 3.61 137.03

Profit Brought Forward from Previous Year 55.44 41.11 263.86 212.14 Appropriations are made as under:

-General Reserve 50.00 50.01 Transfer to Capital Redemption Reserve

-Proposed Dividend on Equity Shares and tax thereon 35.20 0.09 35.30

-Balance Carried Forward to next year 22.67 55.44 267.38 263.86

Review of Operations

During the financial year 2011-12, the Company has faced challenges of high cost of inputs which could not be passed on to customers due to difficult business environment. In addition, Usha Siam Steel Industries Public Company Limited, a subsidiary of the Company remained out of operation for sizeable part in second half of year due to unprecedented floods in Thailand.

As a result, the Company's operating profit reduced to Rs.497.76 Crs. on consolidated basis and Rs.408.80 Crs on standalone basis from Rs.595.03 Crs and Rs.504.05 Crs respectively. The impact on profit before and after tax was even more severe. On consolidated basis, the Company could achieve profit after tax and minority interest of Rs.3.61 Crs. against Rs.137.03 Crs. in previous year. On standalone basis, there was loss after tax of Rs.32.77 Crs against profit after tax of Rs.99.53 Crs. in the previous year.

The turnover, however, increased to Rs.3360.82 Crs on consolidated basis and Rs.2836.89 Crs on standalone basis during the year against Rs.3044.59 Crs and Rs.2524.71 Crs respectively in the previous year.

Dividend

Under the circumstances, the Board of Directors express their inability to recommend payment of any dividend to shareholders for the year ended 31st March, 2012.

Projects

The capex plans undertaken by the Company to further perpetuate the advantage of cost competiveness are under various stages of implementation and are expected to be commissioned in phases over FY 2012-13 and 2013-14. The projects under implementation include pelletisation plant, coke oven, 2 DRI plants and Waste Heat based 65 MW Captive Power plants and other related projects. Upon completion, these projects would significantly strengthen cost base, which in turn would enhance profitability and competitiveness.

Business Outlook

The business conditions continue to remain sub-optimal amidst global and domestic challenges. While in inflationary economy, costs may rise further, uncertain business environment (which disturbs chain of economic activities) reduces ability to resist against such adverse pressures. However, the Company believes that with the hope of Government taking suitable initiatives to restore confidence and environment conducive for growth, the inherent advantages of business model, would enable the Company to improve its performance in FY 12-13 and subsequent years.

Subsidiaries

The international subsidiaries provide significant synergy and support to the Company's business and performance. All the operating subsidiaries of the Company have continued to perform reasonably well during the year under review.

The facilities of Usha Siam Steel Industries Public Company Limited [USSIL], a key subsidiary of the Company became in-operational due to unprecedented floods in Thailand in October'11 which inundated all major industrial areas of Thailand for over 2 months. The Navanakorn Industrial Area, where USSIL's facilities are located, had water accumulation of more than 6 ft. The industrial activities and other operations suffered for over 4 months. After receding of water, the restoration of normalcy in industrial activities is still under way in other parts, USSIL could start partial operations in February'12. Full level of activities are expected to be resumed by second quarter of FY 12-13. The insurance policy taken by USSIL covers consequential losses to assets and profits out of flood and other perils.

The Statement under Section 212 of the Companies Act, 1956 in respect of subsidiaries of the Company is given separately.

Joint Ventures

All the key joint ventures formed by the Company namely, Pengg Usha Martin Wires Pvt. Ltd., Gustav Wolf Specialty Cords Ltd. and Dove Airlines Pvt. Ltd., have done reasonably well in the year under review.

TPM & Quality

The Company attaches high importance to quality and TPM in all its operations for achieving tangible and intangible benefits to ensure operational excellence.

Steel Division and Wire Ropes & Specialty Products Division continue to have certification for its quality management systems being in accordance with ISO 9001 2000 from BVQI.

Both Steel Division & Wire Ropes and Specialty Products Division had received consistency awards for Total Productive Maintenance from JIPM.

Environment

All manufacturing plants have a focus on workplace health and safety.

Steel Division and Wire Ropes & Specialty Products Division continue to enjoy Certification under ISO 14001 Environment Management Systems (EMS) Standards from Det Norseke Veritas (DNV), of U.K. The effectiveness of these systems is evident from reduced oil and water consumption, reuse of waste oils and water, utilization of iron containing wastes and improved green cover in steel plant site.

Wire Rope & Specialty Products Division has been achieving significant improvements in effluent treatment plant to eliminate sludge carry over by incorporation of filter press, the output of which is being used for non critical applications, and continues to target zero discharge condition. This Division has also reduced air pollution by converting from oil to LPG and eliminating emission of un-burnt fuels in atmosphere.

Human Resources

The Board of Directors express their appreciation for sincere efforts made by employees of your Company at all levels during 2011-12 and their co-operation in maintaining cordial relations.

Your directors believe and affirm importance of development of human resources, which is most valuable and key element in bringing all round improvement and achieving growth of business.

USSIL, subsidiary of the Company, was awarded 'Outstanding Establishment on Labour Relation & Welfare' by Ministry of Labour, Royal Thai Government for the years 2008, 2009, 2010 and 2011.

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report.

Deposits

As on 31st March, 2012, there are unclaimed deposits of Rs.0.04 Crs.

Corporate Governance

Your Company has complied with requirements of Clause 49 of Listing Agreement and followed practice of getting disclosures from directors and senior management personnel relating to any material financial and commercial transactions where they have any personal interest with a potential conflict of interest with the Company at large. Your Company recognizes importance of good Corporate Governance as a step for building stakeholders' confidence, improving investor protection and enhancing long-term enterprise value.

A detailed report on Corporate Governance is annexed.

Directors

Mr. B K Jhawar, Mr Brij K Jhawar, Mr P K Jain and Mr A K Chaudhri are retiring by rotation.

Mr. A K Basu retired by rotation in last annual general meeting. Your directors place on record their warm appreciation for contribution made by him in progress and growth of the Company, During the year, Dr P Bhattacharya, Jt Managing Director retired from the services of the Company on attaining the age of superannuation. Your directors place on record their warm appreciation for contribution made by him in progress and growth of the Company, With effect from 1st February, 2012, Dr. Vijay Sharma and Mr. P K Jain, Executive Directors were designated as Jt. Managing Director [Steel Business] and Jt. Managing Director [Wire & Wire Ropes Business] respectively.

Directors' Responsibility Statement

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

(i) the applicable accounting standards have been followed in preparation of annual accounts for financial year ended 31st March, 2012 and proper explanations have been furnished relating to material departures ;

(ii) the accounting policies have been selected and applied consistently and reasonably except to the extent of change in Accounting Policy mentioned hereinafter, and prudent judgments and estimates have been made so as to give a true and fair view of state of affairs of the Company at end of financial year and of profit of the Company for year under review ;

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

(iv) the annual accounts for financial year ended 31st March, 2012 have been prepared on a going concern basis.

Accounting Policy

During the year, there has been a sharp depreciation in value of INR against US $ and other global currencies. Recognizing severity of the impact, Ministry of Corporate Affairs has amended AS-11, allowing an option to corporate to account for change in value of long term loans to respective fixed assets and depreciate over life of such assets if the loan is for acquisition of fixed assets, and in case of other loans, to Foreign Currency Monetary Item Translation Difference Account and amortize over balance period of liability. The Company has decided to exercise this option and accordingly there has been a change in Accounting Policy,

CEO / CFO Certification

The Managing Director and Chief Financial Officer of the Company submitted a certificate to Board of Directors as required under Clause 49 of Listing Agreement for the year ended 31st March, 2012.

Additional Disclosures

In line with requirements of Listing Agreements and Accounting Standards issued by the Institute of Chartered Accountants of India, your Company made additional disclosures in respect of Consolidated Financial Statements, Related Party Transactions and Segmental Reporting.

Auditors

The auditors, M/s. Price Waterhouse, Chartered Accountants, retire at conclusion of forthcoming Annual General Meeting and being eligible, have offered themselves for re- appointment.

Your directors invite your attention to note 41 to the accounts, referred to by Auditors in para 4 of their report. These notes are self explanatory and along with explanations given hereinabove under respective heads, provide required clarifications on references made by Auditors.

Cost Auditors

During the year, Board appointed M/s. Guha, Ghosh, Kar & Associates, Cost Accountants, to conduct cost audit of the Company. The Company filed application with Central Government for financial year 2011-12 for appointment of Cost Auditor and the approval is deemed to have been received.

Energy Conservation

As required under Section 217(1)(e) of the Companies Act, 1956, details regarding conservation of energy, technology absorption and foreign exchange earning and outgo are given in the Annexure attached hereto and form part of this Report.

Corporate Social Responsibility

Your Company has always been alive to its' responsibility to the society and accordingly been giving very high priority and commitment towards discharge of the same.

USSIL was awarded TLS 8001-2010 Certificate for having achieved requirements of Thai Corporate Social Responsibility by Ministry of Labour, Royal Thai Government.

A detailed report on various initiatives in this regard is attached and forms part of this Report.

Appreciation

Your directors place on record their appreciation for valuable co-operation and support of customers, suppliers, contractors, shareholders, investors, government authorities, financial institutions, banks, partners and collaborators.

On behalf of the Board of Directors

Kolkata P Jhawar

10th May 2012 Chairman


Mar 31, 2011

The Board of Directors of your Company takes pleasure in presenting 25th Annual Report and audited accounts of your Company for the financial year ended 31st March, 2011.

Financial Results

Stand Alone Consolidated

31 March, 31 March, 31 March, 31 March,

2011 2010 2011 2010

Gross Sales including inter company/division sales and excise duty 3477.70 2553.77 4389.35 3604.32

Less: Excise Duty 215.53 109.64 221.83 115.92

Less : Inter company/ division sales 735.47 593.74 1120.95 973.99

Net Sales excluding excise duty and inter company/division sales 2526.70 1850.39 3046.57 2514.41

Other Income 27.28 20.16 20.58 25.51

Net Sales and Other Income 2553.98 1870.55 3067.15 2539.92

Profit Before Depreciation & Tax 321.79 246.46 405.03 369.51

Depreciation 176.49 107.25 200.96 129.47

Profit Before Tax 145.30 139.21 204.07 240.04

Tax expenses (including deferred tax) 45.77 47.00 64.04 68.52

Profit After Tax 99.53 92.21 140.03 171.52

Minority Interest - - (3.00) (2.90)

Profit after Taxation and Minority interest - - 137.03 168.62

Profit Brought Forward from Previous Year 41.12 34.36 212.14 132.08 Appropriations are made as under:

-General Reserve 50.00 50.00 50.01 50.00

-Transfer to Capital Redemption Reserve - - - 3.00

-Proposed Dividend on Equity Shares and tax thereon 35.21 35.45 35.30 35.55

-Balance Carried Forward to next year 55.44 41.12 263.86 212.14

Dividend

The Board of Directors recommends a dividend, Re 1 per share (100%) on the equity shares of the Company for year ended 31st March 2011, amounting to Rs 35.21 cr. including dividend tax, surcharge and cess.

Review of Operations

During 2010-11, your Company recorded a growth of 36.6% by achieving net turnover of Rs. 2526.70 cr. as against Rs. 1850.39 cr. in previous year. Gross profit achieved during the year was also higher by 38.0% at Rs. 496.02 cr. against Rs. 359.49 cr. in the previous year. The gross sales before adjustment of inter divisional sales were Rs. 3477.70 cr., which is higher by 36.2% over that in previous year.

The Company achieved profit before tax of Rs. 145.30 cr. and net profit of Rs. 99.53 cr. as against Rs. 139.21 cr. and Rs.92.21 cr. in 2009-10, recording increase of 4.4% and 7.9% respectively.

The collective turnover of subsidiaries (without inter- company/division sales) was however lower by 13.2% at Rs. 911.64 cr. against that in previous year of Rs. 1050.55 cr. in previous year.

At consolidated level, net turnover (net of excise duty and inter-company/division sales) stood at Rs. 3046.57 cr. against Rs. 2514.41 cr. in 2009-10. Consolidated gross profit increased by 18.6% to Rs. 587.31 cr. However, profit before tax and profit after tax decreased by 15.0% and 18.4% to Rs. 204.07 cr. and Rs. 140.03 cr. respectively.

Projects

The capex plans undertaken by the Company for strengthening its advantage of cost competitiveness, are progressing satisfactorily and are expected to be commissioned in phases over FY 2011-12 and 2012-13. The projects under implementation include setting up of captive facilities namely pellet plant, coke oven plant, additional DRI and power plants and balancing facilities in Steel and Wire & Wire Ropes Divisions.

Business Outlook

While domestic economic conditions have restored to an extent from down turn and global economy is also showing signs of possible recovery, higher input prices and rising inflation, coupled with volatility in prices of finished goods due to external competitive pressures, may have impact on profitability in the sector and segments the Company operates. However with the advantage of reasonably higher level of integration with mineral resources and range of value added products, your directors are confident of the Company performing relatively better in near future.

Subsidiaries

All the operating subsidiaries of the Company have continued to perform well during the year under review. The international subsidiaries provide significant synergy and support to the Companys business and performance.

Usha Martin International Ltd. and Usha Martin Singapore Pte Ltd. wholly owned subsidiaries of the Company have given interim dividends of Rs. 10.57 cr. and Rs. 3.52 cr. respectively during the year under review. Brunton Wolf Wire Ropes FZCO, the Joint Venture of the Company, has given a dividend of Rs. 2.41 cr. during the year under review. U M Cables Ltd. another wholly owned subsidiary of the Company, has also paid dividend of Rs. 0.58 cr. on its outstanding preference shares allotted to and entirely held by the Company.

The Statement under Section 212 of the Companies Act, 1956 in respect of subsidiaries of the Company is annexed to this Report.

Joint Ventures

All the key joint ventures formed by the Company namely, Pengg Usha Martin Wires Pvt. Ltd., Gustav Wolf Speciality Cords Ltd. and Dove Airlines Pvt. Ltd., have done reasonably well in the year under review.

TPM & Quality

After getting TPM Excellence Award, Wire Ropes and Speciality Products Division received award for Excellence in Consistent TPM Commitment, from the Japan Institute of Plant Maintenance [JIPM] during 2009-10. Now Wire Ropes and Speciality Products Division plan to go on for Deming Award.

Steel Division of the Company, has already received Excellence and Consistency awards for total productive maintenance from JIPM.

Steel Division and Wire Ropes & Speciality Products Division continue to have certification for its quality management system being in accordance with ISO 9001 2000 from BVQI.

The operational excellence recognised by these awards and quality management systems have resulted in tangible improvement in quality, cost, delivery and safety, besides intangible benefits like motivation and empowerment amongst grass root levels.

Environment

All manufacturing plants of your Company are running in an eco-friendly manner and have a focus on workplace health and safety.

Steel Division and Speciality Products Divisions continue to enjoy Certification under ISO 14001 Environment Management Systems (EMS) Standards from Det Norseke Veritas (DNV), of U.K. The effectiveness of these systems is evident from reduced oil and water consumption, reuse of waste oils and water, utilization of iron containing wastes and improved green cover in steel plant site.

Wire Rope & Speciality Products Division has been achieving significant improvements in effluent treatment plant to eliminate sludge carry over by incorporation of filter press, the output of which is being used for non critical applications and continues to target zero discharge condition. This Division has also reduced air pollution by converting from oil to LPG and eliminating emission of unburnt fuels in atmosphere.

Human Resources

The Board of Directors expresses its appreciation for sincere efforts made by employees of your Company at all levels during 2010-11 and their co-operation in maintaining cordial relations.

Your directors believe and affirm importance of development of human resources, which is most valuable and key element in bringing all round improvement and achieving growth of business.

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report.

Deposits

As on 31st March, 2011, there are unclaimed deposits of Rs. 0.08 cr.

Corporate Governance

Your Company has complied with requirements of Clause 49 of Listing Agreement and followed practice of getting disclosures from directors and senior management personnel relating to any material financial and commercial transactions where they have any personal interest with a potential conflict with interest of the Company at large. Your Company recognizes importance of good Corporate Governance as step for building stakeholders confidence, improving investor protection and enhancing long-term enterprise value.

A detailed report on Corporate Governance is annexed.

Directors

Mr. P Jhawar, Mr. A K Basu, Mr. S Singhal and Dr. Vijay Sharma are retiring by rotation.

Mr. N J Jhaveri retired by rotation in last annual general meeting. Your directors place on record their warm appreciation for contribution made by him in progress and growth of the Company.

During the year under review, Mr. Jitender Balakrishnan was inducted as Director in Board of Directors of the Company. The Board appointed him as Chairman of the Audit Committee, filling up vacancy caused by retirement of Mr. N J Jhaveri.

Subsequent to resolution passed by the shareholders in Annual General Meeting held on 27th July, 2010, for payment of commission to Mr. Prashant Jhawar @ 1.5% of net profits of the Company for each of five financial years commencing from 1st April, 2010, approval from Central Government has since been received.

Directors Responsibility Statement

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

(i) the applicable accounting standards have been followed in preparation of annual accounts for financial year ended 31st March, 2011 and proper explanations have been furnished relating to material departures;

(ii) the accounting policies have been selected and applied consistently and reasonably and prudent judgments and estimates have been made so as to give a true and fair view of state of affairs of the Company at end of financial year and of profit of the Company for year under review;

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

(iv) the annual accounts for financial year ended 31st March, 2011 have been prepared on a going concern basis.

CEO / CFO Certification

The Managing Director and Chief Financial Officer of the Company submitted a certificate to Board of Directors as required under Clause 49 of Listing Agreement for the year ended 31st March, 2011.

Additional Disclosures

In line with requirements of Listing Agreements and Accounting Standards issued by the Institute of Chartered Accountants of India, your Company made additional disclosures in respect of Consolidated Financial Statements, Related Party Transactions and Segmental Reporting.

Auditors

The auditors, M/s. Price Waterhouse, Chartered Accountants, retire at conclusion of forthcoming Annual General Meeting and being eligible, have offered themselves for re- appointment.

Cost Auditors

During the year, Board appointed M/s. Guha, Ghosh, Kar & Associates, Cost Accountants, to conduct cost audit of the Company. The Company has already received approval from the Central Government for financial year 2010-11.

Energy Conservation

As required under Section 217(1)(e) of the Companies Act, 1956, details regarding conservation of energy, technology absorption and foreign exchange earning and outgo are given in the annexure attached hereto and form part of this Report.

Corporate Social Responsibility

Your Company has always been aware about its responsibility to the society and accordingly been giving very high priority and commitment towards discharge of the same.

A detailed report on various initiatives in this regard is attached and forms part of this report.

Appreciation

Your directors place on record their appreciation for valuable co-operation and support of customers, suppliers, contractors, shareholders, investors, government authorities, financial institutions, banks, partners and collaborators.

On behalf of the Board of Directors

Kolkata P Jhawar

11th May 2011 Chairman


Mar 31, 2010

The Board of Directors of your Company takes pleasure in presenting 24th Annual Report and audited accounts of your Company for the financial year ended 31st March, 2010

Financial Results (Rs. in cr.)

Standalone Consolidated

31st March, 31st March, 31st March, 31st March,

2010 2009 2010 2009

Gross sales including

inter Company/division

sales and excise duty 2,553.77 3,085.33 3,604.32 4,499.41

Less: Excise duty 109.64 179.98 115.92 196.95

Less : Inter Company/

division sales 593.74 778.12 973.99 1,352.61

Net sales excluding

excise duty and inter

Company/division sales 1,850.39 2,127.23 2,514.41 2,949.85

Other Income 20.16 13.53 25.51 17.63

Net sales and other

income 1,870.55 2,140.76 2,539.92 2,967.48

Profit before

depreciation and tax 246.46 299.08 369.51 389.21

Depreciation 107.25 85.04 129.47 108.62

Profit before tax 139.21 214.04 240.04 280.59

Provision for tax

(including deferred tax

and FBT) 47.00 67.48 68.52 92.24

Profit after tax 92.21 146.56 171.52 188.35

Minority interest - - (2.90) (3.01)

Profit after taxation

and minority interest - - 168.62 185.34

Profit brought forward

from previous year 34.36 42.08 132.08 101.11

Appropriations are made

as under:

- General Reserve 50.00 125.00 50.00 125.00

- Transfer to Capital

Redemption Reserve - - 3.00 -

- Proposed dividend on

equity shares and tax

thereon 35.45 29.28 35.55 29.38 - Balance carried

forward to next year 41.12 34.36 212.15 132.08

Dividend

The Board of Directors recommends a dividend, Re 1 per share (100%) on the equity shares of the Company for year ended 31st March, 2010, amounting to Rs. 35.45 cr. including dividend tax, surcharge and cess @ 16.995%.

Review of Operations

The 2009-10 continued to witness economic volatility in domestic and global markets. As a result, business of your Company was adversely affected in comparison with its performance in the previous financial year. However, recent recovery in economic conditions and in steel sector are positive for the Company.

During 2009-10, your Company achieved net turnover of Rs. 1,850.39 cr as against Rs. 2,127.23 cr in 2008-09, lower by 13.00%. The gross sales before adjustment of inter divisional sales were Rs. 2,553.77 cr, registering a decline of 17.20% over 2008-09.

The Company achieved profit before tax of Rs. 139.21 cr as against Rs. 214.04 cr, lower by 35.00% and net profit of Rs. 92.21 cr, as against Rs. 146.56 cr in 2008-09, lower by 37.10%.

The collective turnover of subsidiaries (without inter Company/division sales) stood at Rs. 1,050.55 cr, which is lower by 25.70% over 2008-09.

The consolidated net turnover (net of excise duty and inter Company/division sales) decreased 14.80% to Rs. 2,514.41 cr. The consolidated profit before tax and profit after tax decreased by 14.50% and 9.01% to Rs. 240.04 cr and Rs. 168.62 cr, respectively.

The Company voluntarily adopted Accounting Standard (AS)-30 "Financial Instruments; Recognition and Measurements" with effect from 1st April, 2009 to account for derivative contracts to the extent such adoption does not conflict with the existing Accounting Standards, Companies Act and other regulatory requirements. The modified accounting policy has been disclosed suitably under head “Significant Accounting Policies” in the accounts.

Projects

The projects undertaken by the Company have been successfully

commissioned barring Mini Blast Furnace, Sinter Plant and 20 MW Captive Power Plants which are expected to be commissioned during current financial year. The cost of projects which were commissioned during year under review is Rs. 1,234.33 cr. and the Company has incurred net trial run expenses amounting to Rs. 40.16 cr. In view of large number of projects being under implementation at steel plant at Jamshedpur and practical difficulties involved in carrying out scheduled physical verification of fixed assets, it was considered prudent to postpone same by one year. The Company also started operations at coal mine during year under review.

The Board has further approved a capital expenditure plan of Rs. 1,200.00 cr. largely aimed to further strengthen its’ cost competitiveness by setting up captive facilities namely a pellet plant, a coke oven plant, additional DRI and power plants and some balancing facilities in Steel and Wire & Wire Rope Divisions. The capex plan is expected to be completed in a period of 36 months.

Business Outlook

After having gone through significant downturn in business activity, stability was witnessed in most sectors with support of government spending and intervention, by end of financial year under review. The conditions are expected to remain stable before improving, assuming positive policies continuing from government and confidence level gets restored in global markets.

Given expected improvement in business conditions, completion of projects, expansion of capacity for making steel, higher integration with mineral resources and value added products, and consolidation of the Company’s position as special steel producer are expected to enable the Company to do reasonably well in financial performance in first quarter of current financial year and onwards.

Subsidiaries

The Company continues to get significant synergy and support from its overseas investments resulting into impressive growth in turnover and financial performance.

Usha Martin Singapore Pte. Limited [UMSPL], a wholly owned subsidiary of the Company, was allotted a plot of land by Government of Singapore. UMSPL has constructed about 70,000 sq. ft. space to accommodate warehousing facilities which have become operational in April, 2010.

During year under review, P. T. Usha Martin Indonesia, a Company incorporated in Indonesia, has been formed as wholly owned subsidiary of UMSPL.

Also, during year under review, Bharat Minex Private Limited has been made a wholly owned subsidiary of the Company, after buying out 50% equity stake earlier held by joint venture partner namely BHP Minerals Holding Pty Ltd.

Brunton Shaw Americas Inc, a wholly owned subsidiary of the Company has been merged with Usha Martin Americas Inc, (UMAI) another wholly owned subsidiary of the Company, w.e.f. 1st April, 2009.

U M Cables Ltd. (UMCL), wholly owned subsidiary of the Company, has declared dividend of Rs. 0.64 cr. on its outstanding preference shares allotted to and entirely held by the Corporate. Also, during the year UMCL has redeemed part of its preference share capital amounting to Rs. 3.00 cr. by creating Capital Redemption Reserve out of its profits.

The Statement under Section 212 of the Companies Act, 1956 in respect of subsidiaries of the Company is annexed to this Report. The Company received, vide letter No. 47/270/2010- CL-III dated 22nd April, 2010, approval from Ministry of Corporate Affairs, Government of India, for exemption from annexing accounts and other documents pertaining to subsidiaries, under Section 212(8) of the Companies Act, 1956.

Joint Ventures

The joint ventures formed by the Company namely, Pengg Usha Martin Wires Pvt. Ltd., with Joh Pengg AG of Austria and CCL Usha Martin Stressing Systems Ltd., with CCL group of UK continue to remain affected due to volatile business during year under review. With improvement in business conditions these joint ventures are expected to be doing reasonably better. The joint ventures with M/s Gustav Wolf Seil-und Drahtwerke GmbH & Co. of Germany, namely Gustav Wolf Specialty Cords Ltd., in which the Company holds 49% equity, and with EMTA group of Kolkata namely Dove Airlines Pvt. Ltd., in which the Company holds 50% equity, have done reasonably well in the year under review.

Bharat Minex Private Limited, another joint venture of the Company with BHP Minerals Holdings Pty Ltd. (a subsidiary of BHP Billiton Ltd.) of Australia in which both parties held 50% stake has been made a wholly owned subsidiary of the Company after BHP Billiton’s decision to withdraw from this joint venture and selling entire holding to the Company.

Capital

During 2009-10, the Company successfully issued and allotted 5,45,00,000 equity shares of Re. 1 each at a price of Rs. 85.90 per equity share aggregating to Rs. 468.15 cr to qualified institutional buyers.

TPM and quality

After getting TPM Excellence Award, wire ropes and speciality products division received award for excellence in consistent TPM commitment, from the Japan Institute of Plant Maintenance [JIPM] during 2009-10. Now wire ropes and speciality products division plans to implement third phase of TPM Excellence Award.

Steel division of the Company, has already received excellence and consistency awards for total productive maintenance from JIPM.

Steel division and wire ropes and speciality products division continue to have certification for its quality management system being in accordance with ISO 9001 2000 from BVQI.

The operational excellence recognised by these awards and quality management systems have resulted in tangible improvement in quality, cost, delivery and safety, besides intangible benefits like motivation and empowerment amongst grass root levels.

Environment

All manufacturing plants of your Company are running in an eco- friendly manner and have a focus on workplace health and safety.

Steel and speciality products divisions continue to enjoy certification under ISO 14001 Environment Management Systems (EMS) standards from Det Norseke Veritas (DNV), of UK. The effectiveness of these systems is evident from reduced oil and water consumption, reuse of waste oils and water, utilisation of iron containing wastes and improved green cover in steel plant site.

Wire rope and specialty products division has been achieving significant improvements in effluent treatment plant to eliminate sludge carry over by incorporation of filter press, the output of which is being used for non-critical applications, and continues to target zero discharge condition. This Division has also reduced air pollution by converting from oil to LPG and eliminating emission of unburnt fuels in atmosphere.

Human resources

The Board of Directors expresses its appreciation for sincere efforts made by employees of your Company at all levels during 2009-10 and their cooperation in maintaining cordial relations. Your Directors believe and affirm importance of development of human resources, which is most valuable and key element in bringing all round improvement and achieving growth of business.

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report.

Deposits

As on 31st March, 2010, there are unclaimed deposits of Rs.0.11 cr.

Corporate Governance

Your Company recognizes importance of good Corporate Governance as step for building stakeholders’ confidence, improving investor protection and enhancing long-term enterprise value.

The equity shares continue to remain listed at Bombay Stock Exchange Ltd., National Stock Exchange of India Ltd. and GDRs at Societe de la Bourse de Luxembourg.

Your Company has been complying with requirements of Clause 49 of Listing Agreement and has also followed practice of getting disclosures from Directors and senior management personnel relating to any material financial and commercial transactions where they have any personal interest with a potential conflict with interest of the Company at large.

A detailed report on Corporate Governance is annexed.

Directors

Mr. B .K. Jhawar, Mr. Brij K. Jhawar, Mr. A. K. Chaudhri and Mr. N. J. Jhaveri are retiring by rotation.

Mrs. Ramni Nirula, Dr. Vijay Sharma, Mr. P. K. Jain, Mr. G. N. Bajpai and Mr. N. Misra have been appointed as additional Directors on Board of the Company with effect from 14th January, 2010, 1st February, 2010, 1st February, 2010, 18th March, 2010 and 22nd March, 2010 respectively. They will hold office up to the date of ensuing Annual General Meeting.

With effect from 1st February, 2010, Dr. Vijay Sharma and Mr. P. K. Jain have also been appointed as Executive Director & Chief Executive (Steel Business) and Executive Director & Chief Executive (Wire & Wire Ropes Business) respectively. The shareholders approval is being sought in next annual general meeting for their appointment and remuneration payable to them from the respective dates of appointment. Pending shareholders approval, auditors have made a reference of the same in their report for the remuneration accounted for in accounts for year ended 31st March, 2010.

Mr. U. V. Rao who retired by rotation in last annual general meeting did not seek re-election. Mr. Suresh Neotia resigned from Board during the year. Your Directors place on record their warm appreciation for contributions made by them in progress and growth of the Company.

In the last annual general meeting, shareholders have approved payment of commission to Mr. Prashant Jhawar, a Non Executive Director and the then Vice Chairman of the Company @ 1.5% of net profits of the Company for each of five financial years commencing from 1st April, 2008 subject to approval of Central Government. Central Government, in the meantime has approved such payment for a period of 2 years up to financial year 2009-10. In view of his significant contribution, your Directors propose to continue to pay commission @ 1.5% of net profits (computed as per section 198/349 of the Companies Act) to Mr. Prashant Jhawar for a further period of five financial years commencing from 1st April 2010. Accordingly, your approval is being sought to this effect and requisite application will be made to the Central Government thereafter.

On 10th May, 2010, Mr. B. K. Jhawar stepped down as Chairman of the Company. The Board of Directors appointed Mr. Prashant Jhawar, vice Chairman and Non-Executive Director of the Company as Chairman of the Board and the Company in his place, in non-executive capacity. The Board places on record its huge appreciation for contribution of Mr. B. K. Jhawar as Chairman. The Board decided to designate him as Chairman Emeritus. He would, however, continue to remain on Board as Non-Executive Director. He will also be heading the Business Strategy Committee of the Board.

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

i) The applicable accounting standards have been followed in preparation of annual accounts for financial year ended 31st March, 2010 and proper explanations have been furnished relating to material departures;

ii) The accounting policies have been selected and applied consistently and reasonably and prudent judgments and estimates have been made so as to give a true and fair view of state of affairs of the Company at end of financial year and of profit of the Company for year under review;

iii) The proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The annual accounts for financial year ended 31st March 2010 have been prepared on a going concern basis.

CEO / CFO Certification

The Managing Director and Chief Financial Officer of the Company submitted a certificate to Board of Directors as required under Clause 49 of Listing Agreement for the year ended 31st March 2010.

Additional disclosures

In line with requirements of listing agreements and accounting standards issued by the Institute of Chartered Accountants of India, your Company made additional disclosures in respect of consolidated financial statements, related party transactions and segmental reporting.

Auditors

The auditors, M/s. Price Waterhouse, Chartered Accountants, retire at conclusion of forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment.

Cost auditors

The Board of Directors appointed M/s S. Gupta & Co., Cost Accountants, to conduct cost audit for steel division, wire rope and speciality products division, for financial years 2008-09 and 2009-10. The Company received approvals for same from the central government. The Board approved cost audit reports for financial year 2008-09 for these divisions and same were submitted to the central government.

Further, the Board appointed M/s. Guha, Ghosh, Kar & Associates, as cost auditors of the Company for financial year 2010-11. The requisite application was made to the central government.

Energy conservation

As required under Section 217(1)(e) of the Companies Act, 1956, details regarding conservation of energy, technology absorption and foreign exchange earning and outgo are given in the annexure attached hereto and form part of this Report.

Corporate social responsibility

Your Company continued taking fresh initiatives in terms of Corporate Social Responsibility and made considerable progress in integrating its operations with developing sustainable income generation of communities around its operations.

During the year Krishi Gram Vikas Kendra took fresh initiatives in primary education in partnership with IL&FS Education and Technology Services Ltd, in three schools. It further developed the concept of low cost high quality learning by piloting four of its own child-centered schools in rural Jharkhand under the brand name KGVK Gurukul.

KGVK organises training programs for various initiatives undertaken by it including natural resource management, dairy, agriculture, livelihood, trade facilitation, healthcare and education.

During 2009-10, a new tie-up was established with ‘Jharcraft’ – a Government of Jharkhand undertaking which looks at the development of handlooms, handicraft and silk industry. KGVK is currently implementing projects in partnership with many prestigious institutions like The Energy Research Institute (TERI), NABARD, Department of Science and Technology, Government of India and Government of Jharkhand.

The Directors of your Company express their profound appreciation to all agencies, institutions, government authorities and its employees for supporting KGVKs initiatives.

Awards and Recognition

During the year under review, Usha Martin Singapore Pte Limited was certified a Singapore 1000 Company by DP Information Group, a body approved by Government of Singapore.

Appreciation

Your Directors place on record their appreciation for valuable cooperation and support of customers, suppliers, contractors, shareholders, investors, government authorities, financial institutions, banks, partners and collaborators.



On behalf of the Board of Directors

Place: Kolkata B. K. Jhawar P. Jhawar

Date: 10th May, 2010 Chairman Emeritus Chairman

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