Directors Report of Jhagadia Copper Ltd.

Mar 31, 2010

The Directors have pleasure in placing before you the 46th Annual Report together with Audited Accounts for the year ended on 31st March, 2010,

1. Results:

Your company''s performance during the year ended on 31st March, 2010 is summarized below,

Rs.Lacs Rs.Lacs

2009-10 2008-09

Net Sales 6,202.64 35,852.03

Job Work Income - Tolling 78.23 238.22

Other Income 33.63 332.45

TotaS Expenditure (10,026.51) (43,701.79)

(Loss) before Interest,

Depreciation & Tax (3,712.01) (7,279.09)

Interest and Finance Charges 11,220.52 11,213.42

(Loss) before Depreciation & Tax (4,932.54) (18,492.51)

Depreciation 7,246.60 7,246.06

(Loss) before Tax (22,197.14) (25,738.57)

Provision for Tax 5.41 47.34

Net (Loss) (22,202.55) (25,785.91)



2. Operational Highlights:

During the year, the Smelter and Refinery continued to operate successfully till 1st week of September 2009 with various imported raw materials. The Refinery was operated at 98.34 % current and 96.45 % time efficiencies respectively at par with world class Refineries, During the year till 16th August 2009, Caldor Furnace was run with Direct Revert Charging System with reduced cycle time and production costs.

From Seth September 2009, the company''s plant operations including smelting and reaming have been discontinued for want of working capital.

During the year, 3,493 MT copper cathodes conforming to LME Grade "A" specifications were produced from the raw materials purchased and procured on tolling basis, against production of 12,675 MT copper cathodes during previous.

During the year, the total sale of copper cathodes was 3,888.45 MT of the value of Rs.5,646 lacs including export of 1,784 MT,

3. Long term borrowings:

As on 31bt March, 2010 ARCIL was holding 88,68% of the outstanding of the long term financial assistance extended to the company.

4. Dividend:

Your Directors are unable to recommend any dividend on both equity shares and preference shares in view of the losses incurred during the year.

5. Environment, Safety and Health:

During tire year, the efforts in maintaining highest standards of environment, safety and health have been acknowledged by continuing ISO 9001:2000, ISO 14001:2004 and OHSAS 18001:2007 certifications by DNV, The safety and health continued to be one of the top priorities of the company and the reportable accident frequency rate has remained NIL.

6. Management Discussions and Analysis:

The Management Discussions and Analysis Report is annexed as Annexure-1 to this Report.

7. Corporate Governance:

As per Clause 49 of Listing Agreement with Bombay Stock Exchange Limited, the Corporate Governance Report is annexed to and forms part of this Report.

8. Employee Stock Options Scheme:

The details of stock options granted, outstanding and other relevant details are provided in Annexure-2 and forms part of this Report.

9.Insurance:

The company has made arrangements for adequately insuring its insurable interests.

12. Auditors'' Report:

losses. On completion of the restructuring exercise, the management will be in the position to ascertain the impairment of assets.

13. Energy, Technology and Foreign Exchange:

The details as required under Section 217 (2A) of the Companies Act 1956 read with [he Compares (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in Annexure-3 to this Report.

14. Particulars of employees:

The particulars of the employees as required under Section 217 of the Companies Act Sle read with the Companies (Particulars of Employees) Rules, 1975 as amended are set out in the Annexure-4 to this Report.

15. Directors'' Responsibility Statement:

Pursuant to the provisions contained ,n Section 217(2AA) of the Companies Act 1956 the D rectors of Tour company confirm that subject to the Auditors'' Qualification ,n respect of impairment of assets; in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; they have, in the selection of the accounting polices, consulted statutory auditors have applied them consistently and made judgments and reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the year i.e. 31st March, 2010.

have taken proper and sufficient care, to the best of their knowledge and for the maintenance of adequate accounting records in accordance with he provisions of the Companies Act, 1956, for safeguarding assets of the company and for preventing and detecting fraud and other irregularities,

iv) they have prepared the accounts on a going concern basis.

16. Personnel/Industrial Relations:

Dunng the year, the personnel and industrial relations with the employees remained cordial in all respects.

Your Directors also extend their wholehearted thanks to entire JCL team and its associates.

By order of the Board

A.U. Katra T,K. Ray

Place: Mumbai Director Director

Date: 10th November, 2010