Directors Report of Sharda Ispat Ltd.

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting 53rd annual report on the business and operations of your company along with the summary financial statements for the year ended 31st March, 2014.

1) FINANCIAL RESULTS :

(Amt. in Rs.)

Sr.N Particulars FY 2013-14 FY 2012-13 1 Sales and Service Charges 737,675,898 802,682,485

2 Profit before Interest and Depreciation 22,928,825 23,802,772

3 Less: Interest and Finance Charges 15,230,041 13,543,513

4 Less: Depreciation 7,411,208 7,066,027

5 Profit after Interest and Depreciation 287,576 3,193,232 6 Less :Provision for Taxation

a) Current Tax 2,050,000 2,855,000

b) Income Tax (Earlier Years) 88,133 328,169

c) Deferred Tax (2,067,535) (117,203)

7 Net Profit after Taxation 216,978 127,266

8 Add Brought forward Balance of Loss (2,144,783) (2,272,049)

9 Surplus or Deficit carried over to Balance Sheet (1,927,805) (2,144,783)



2. REVIEW OF OPERATIONS & FUTURE OUTLOOK:

The financial year 2013-2014 has been a challenging year with subdued economic growth, due to higher inflation, higher interest rates, lower industrial growth and lower investments in the country, along with poor condition of the global economy. The said causes have affected the growth of the industry limiting the product demand with compressed margin.

During the year under review, despite the adversities the production performance of the Company has been almost at par as compared to the previous year. However, the lower demand for the products and the high cost of raw materials have been the main causes bringing the financial performance of the Company at marginal level.

During the period, the Company witnessed the sales turnover of Rs. 8284.83 Lacs (Own Unit 8242.52 Lacs and Conversion / Service 42.30 Lacs) as against Rs. 9018.41 Lacs (Own unit: 8997.89 Lacs and Conversion / Service 20.52 Lacs) during the previous year. After providing Rs. 74.11 Lacs for depreciation and Rs.152.30 Lacs against interest and further providing Rs. 70,598/- towards taxation (Net), the Company posted net profit after tax of Rs. 2.17 Lacs as against Rs. 1.27 Lacs during the previous year.

Looking to the positive signs the businesses are presently reflecting your Directors look forward to better market conditions in the steel sector of the country. The Indian economy is expected to perform comparatively well in the coming years. With a stable government at the centre, significant policy changes are anticipated in the near future. The government focus on infrastructure development, more foreign direct investment inflow and more transparency in governance is likely to significantly increase the business confidence in the country.

Improving automobile and consumer durable sectors are expected to raise the flat steel demand compared to last year, while long steel demand is expected to fare relatively better due to an uptick in construction activities and the planned infrastructure growth.

3. DIRECTORS:

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Shri H.K. Dass, Shri R.P. Mohanka and Shri Ramesh Mantri as Independent Directors of the Company. The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the said Clause 49. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

In accordance with the requirements of the Act and the Articles of Association of the Company, Smt. Poonam Sarda retires by rotation and is eligible for re-appointment.

4. PUBLIC DEPOSITS:

The Company has not invited or accepted any public deposit during the year under review.

5. AUDITORS'' REPORT & AUDITORS:

The Auditor''s Report and its Annextures are self-explanatory. M/s Loya Bagri & Co., Chartered Accountants, Nagpur retire as Statutory Auditors of the Company at the conclusion of 53rd Annual General Meeting and are eligible for re-appointment.

Clause No. (7) of the Auditor''s Report needs explanation:

Steps are being taken to make necessary application to the Company Law Board/Regional Director for composition of the irregularities in that behalf.

6. LISTING OF SECURITIES:

The Shares of the Company continued to be listed at the stock exchanges namely Bombay, Ahmadabad, Kolkataand Pune. The Company has made due payment of the listing fees in respect of the financial year 2014-2015.

7. PARTICULARS OF EMPOYEES :

The particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, need not to be furnished as none of the employees was in receipt of remuneration exceeding the prescribed limits.

8. CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE:

The information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, is given in the Annexure forming part of the report.

9. DIVIDEND:

Due to inadequate profit, your Directors express their inability to recommend any dividend for this year.

10. CORPORATE GOVERNANCE :

A section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is given herein after separately and forms part of this Annual Report.

11. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956 your Directors to the best of their knowledge and belief hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure.

ii) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2014.

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

iv) The annual accounts have been prepared on a ''going concern'' basis.

12. DEMATERIALIZATION OF SHARES:

The Company has established electronic connectivity with both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through the Registrar & Transfer Agent of the Company M/s Adroit Corporate Services Private Limited. As on 31.03.2014, 24,76,440 shares have been dematerialized representing 48.78% of the total shares of the Company. The International Securities Identification Number (ISIN) of the Company is INE 385M01012.

13. NDUSTRIAL RELATIONS;

During the period under review, the industrial relations have been cordial.

14. ACKNOWLEDGEMENTS:

Your directors are pleased to place on record their sincere gratitude to Nagpur Nagrik Sahakari Bank Limited and other Bankers of the Company for their continued financial assistance and co-operation extended to the Company during the year.

The Directors wish to convey their appreciation to all of the Company''s employees for their sincere efforts as well as their collective contribution to the Company''s performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors

Place : Nagpur Date : 11.08.2014 N.K.Sarda Chairman & Managing Director

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Mar 31, 2012

To the Members of SHARDA ISPAT LIMITED

The Directors are pleased to present the 51st Annual Report and the Audited Statement of Accounts

for the year ended 31st March, 2012.

1. REHABILITATION SCHEME & FINANCIAL RESULTS :

The Rehabilitation Scheme sanctioned to the Company by Hon'ble Board For Industrial and Financial Reconstruction (BIFR) vide their Order dated 23.02.2010 has been successfully implemented by the Company.

During, the year under review, the Company running its Plant at Kamptee Road, Nagpur (New Unit) witnessed the following financial results :-

FINANCIAL RESULTS:

Rs. Rs. (in '000') (in '000')

SALES AND SERVICE CHARGES 559,015

Gross Profit before interest, Depreciation, Taxation Provisions & Extra Ordinary Items 259,41

Profit Before Taxation 259,41

Less:

Depreciation 6,898

Interest 13,169

Current Income Tax 3,650

Earlier Year Income Tax 7

Deferred Tax (1,679) 220,45

Net Profit After Taxation 3,896

Add: Brought forward balance of loss (6,168)

Loss carried to Balance Sheet 2,272

2) REVIEW OF OPERATIONS:

During the period under review, despite persistent recession in the steel market of the country the Company has registered a remarkable growth in its operational performance but due to enormous hike in input prices the Company has been unable to post the optimal financial results.

Nevertheless, the Company witnessed a sales turnover of Rs. 6,121.71 Lacs (Own unit: Rs. 5852.62 Lacs and Conversion/Service Rs. 269.09 Lacs) ( 20014 MT) as against Rs. Rs. 3875.30 Lacs (Own unit: Rs. 3,250.06 Lacs and Conversion/Service Rs. 625.24 Lacs) (26399 MT) during the last financial year representing accordingly a growth of 57.97% over the previous year. After providing Rs. 131.69 Lacs towards interest and Rs. 68.98 Lacs for depreciation and further adjusting Rs. 19.78 against income tax (net) the Company earned net profit after tax of Rs. 38.96 Lacs as against Rs. 35.79 Lacs during the previous year.

As pointed out above the profitability is not in commensuration with the turnover due to adverse market conditions especially higher prices of oil and raw materials apart from high cost of interest..

3) DIRECTORS:

For implementing the Rehabilitation scheme sanctioned by Hon'ble BIFR date 23.02.2010 the composition Board of Directors was to be restructured. Accordingly, Shri J. K .Sarda „ Shri Ghanshyam Sarda and Shri. AK Mukherjee have been ceased to be Managing Director, Whole Time Director and Director of the Company by resignation respectively. Their resignations were duly accepted by the Board at their meeting held on 30.05.2012 effective from 01.04.2012.The Board records its sincere appreciation of the valuable contribution and learned advice rendered by these outgoing directors during their tenure as Managing Director, Whole Time Director and Director of the company.

Shri. H.K. Dass and Shri. Ramesh Mantri, retire by rotation and being eligible, offer themselves for re-appointment.

4) FIXED DEPOSITS:

Your company has not invited accepted any fixed deposit during the year under review and no deposit was outstanding as on March 31,2012.

5) AUDITORS'REPORT & AUDITORS:

The Auditor's Report and its Annexure are self-explanatory. M/s Loya Bagri & Co. Chartered Accountants retire as statutory Auditors of the Company at the conclusion of 51st Annual General Meeting and are eligible for re-appointment. The audit committee and the Board recommended the re-appointment of M/s Loya Bagri & Co., Chartered Accountants, as Statutory Auditor of your company.

6) LISTING OF SECURITIES:

The Shares of the Company continued to be listed at the stock exchanges namely Bombay, Ahmadabad, Kolkata, and Pune. The Company has made due payment of the listing fees in respect of the financial year 2012-2013. As already reported the Company has, however, decided to delist its shares from Ahmadabad, Kolkata, and Pune exchange due to non-trading of shares of the Company on these exchanges. Presently the application made to them for delisting is in process.

7) PARTICULARS OF EMPOYEES:

The particulars of employees as required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not furnished as none of the employees was in receipt of remuneration exceeding the prescribed limits.

8) CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE:

The information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies ( Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, is given in the Annexure forming part of the report.

9) DIVIDEND:

In view of meeting out working capital requirements of the Company in ensuing year, your Directors express their inability to recommend any dividend for this year.

10) CORPORATE GOVERNANCE:

A section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is given herein after separately and forms an integral part of this Annual Report.

11) DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956 your Directors to the best of their knowledge and belief hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure.

ii) The Directors had selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year as on 31.03.2012 and of the profit/loss the company for that year.

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

iv) The Director had prepared the annual accounts on a 'going concern' basis;

12) DEMATERIALIZATION OF SHARES:

The Company has established electronic connectivity with both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through the Registrar & Transfer Agent of the Company M/s Adroit Corporate Services Private Limited. As on 31.03.2012, 24,41,940 shares have been dematerialized representing 48.10 % of the total shares of the Company. The International Securities Identification Number (ISIN) of the Company is INE 385M01012.

13) INDUSTRIAL RELATIONS;

During the period under review, the industrial relations have been cordial.

14) ACKNOWLEDGEMENT:

Your directors are pleased to place on record their sincere gratitude to Nagpur Nagrik Sahakari Bank Limited and other Bankers of the Company, various Government Departments, Financial Institutions and Business Associates for their continued financial assistance, co-operation and guidance extended to the Company during the year.

The Directors express their deep appreciation for the devoted and sincere efforts put in by the workers, staff and officers in the Company during the year. The Directors are also grateful to all the shareholders for their continued faith in the Company.

For and on behalf of the Board of Directors

Poonam Sarda Whole-Time Director

N.K. Sarda Chairman & Managing Director

Place: Nagpur Date : 01.08.2012

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Mar 31, 2011

To the Members of SHARDA ISPAT LIMITED

The Directors are pleased to present the 50th Annual Report and the Audited Statement of Accounts for the year ended 31sl March, 2011:

REHABILITATION SCHEME & FINANCIAL RESULTS :

The Rehabilitation Scheme sanctioned to the Company by Hon'ble Board For Industrial and Financial Reconstruction (BIFR) vide their Order dated 23.02.2010 has almost been implemented by the Company.

Accordingly, the financial results of the Company in respect of the year under review pertains to the single demerged unit of the Company i.e. New Unit situated at Kamptee Road Nagpur.

FINANCIAL RESULTS:

Rs. Rs.

SALES AND SERVICE CHARGE 38,75,29,9431-

Gross Profit before interest, 2,15,72,857/-

Depreciation, Taxation Provisions & Extra Ordinary Items

Add: Extra Ordinary Items Nil

Gross Profit After Extra Ordinary Items 2,15,72,857/-

Less: Prior Year Adjustment (Net) 12.000/-

Profit Before Taxation ' 2,15,60,857/-

Less:

Depreciation 68,11,323/-

Interest 1,08,63,767/-

Taxation 3,05,984/-

1,79,81,074/-

Net Profit After Taxation 35,79,783/-

Add :Brought forward balance of tees (2,38,27,222-)

Loss carried to Balance Sheet 2,02,47,433/-

2. REVIEW OF OPERATIONS:

Like the previous year this year also ended with an inflationary trend in input price; with overall rise in demand for products.

With due implementation of the staid Hon'ble BIFR Order the Company has actually :taken over and carried out the business and operations of the demerged New Unit of the Company. The financial results for the period under review therefore pertains to the single Unit i.e. New Unit at Kamptee Road, Nagpur which was retained by Company in pursuance of the Rehabilitation Scheme. As such the last year financial results were also prepared for the said New Unit only but on the [basis of revision/ trifurcation of the results of all the three units of the Company. This year financial results are therefore comparable with the previous year.

As can be seen from the above! the Company achieved sales turnover of Rs.3875.29 (Ownunit :3,250.05 Lacs and Co-Aversion / Service Rs.625.24 Lacs) Lacs (25229M1) and Conversion Services : Rs. 625.214 Lacs as against Rs.2470.94 Lacs (7206.654 Ml) and Conversion Services Rs. 451.37 Lacs during the last year respectively, registering thereby the growth in turnover of 30.84°/d over the previous year. After providing Rs.68.11 Lacs for depreciation and Rs.108.64 Lacs against interest and further adjusting Rs.3.04 Lacs towards taxation, the Company darned net profit after tax of Rs.35.80 Lacs as again Rs.59.80 Lacs during the previous year.

The decline in profits despite higher sales turnover has been primarily due to higher )races of raw materials resulting in marginal profits, apart from other increased costs.

3. DIRECTORS :

Smt. Poonam Sarda and Shri. Rajendra Prasad Mohanka, retire by rotation and being eligible, offer themselves for re-appointment.

4. FIXED DEPOSITS :

The Company did not accept any [fixed deposits during the year under review.

5. SHARE CAPITAL:

In terms of the provisions of Clause 8.6.1 read with Clause 9(a) of the Sanctioned shame approved by Hon'ble BIFR vide this is Order dated 23.02.2010, the promoters of the Company were obliged to infuse in the Company the funds to the extent of Rs.85.10 Lacs by way of equity.

Accordingly the Board of Directors of the Company at their meeting held on 31.0; .2011 issued and allotted on preferential basis the 8,51,000 equity shares of Rs.10/- each, credited as fully paid up, aggregating to Rs.85,10,000/-, to the promoters of the Company. As a result the paid up share capital of the Company has been increased from Rs. 4,22,58,000/- to Rs.5,07,68,000/J divided into 50,76,800 equity shares of Rs.10/-, full / paid up. It is worth noting that the said issue of equity shares to the promoters was directed by Hon'ble BIFR to be made irrespective of all the applicable provisions of the Company s Act, 1956 and the SEBI, Stock Exchange Rules & Regulations. Further, the Company has made application to Bombay Stock Exchange for listing of these additional equity shares, which is presently under their consideration

6. AUDITORS' REPORT & AUDITORS :

The Auditor's Report and its Annexure are self-explanatory. M/s Loya Barge & Co. Chartered Accountants retire as Statutory Auditors of the Company at the conclusion of 50 Annual General Meeting and are legible for re-appointment.

7. LISTING OF SECURITIES :

The Shares of the Company are [presently listed at the stock exchanges namely Mumbai, Ahmedabad, Kolkata, and Pune. The Company has made due payment of the listing fees to all Stock exchanges in respect of [the financial year 2011-2012. However, the Company has applied for delisting of its shares from Pune Stock Exchange, Ahmadabad Stock Exc hange and The Calcutta Stock Exchange. The Company proposed to duelist its shares due the high cost of the Company's shares or these exchanges and therefore to save the excess funds payable on account of listing fees every year.

8. PARTICULARS OF EMPOYES :

The particulars of employees as required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1$ 75 as amended, are not furnished as (none of the employees was in receipt of remuneration exceeding the prescribed limits.

9. CONSERVATION OF ENERGJY, TECHNOLOGY, FOREIGN EXCHANGE :

The information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies ( Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, is |even in the Annexure forming part of the report.

10. DIVIDEND:

In view of meeting out working capital requirements of the Company in ensuing year, your Directors express their inability to recommend any dividend for this year.

11. CORPORATE GOVERNANCE:

A section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is given herein after separately and forms part of this Annual Report.

12. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to section 217 (2AA) of {he Companies Act, 1956 your Directors to the best their knowledge and belief hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure.

ii) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2011.

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

iv) The annual accounts have been prepared on a 'going concern' basis;

13. R&TAGENT:

The entire work relating to share transfer and other allied matters in that behalf is looked after by the R & T Agent of the company i.e. M/s Adroit Corporate Services Private United, Mumbai

14. SECREATRIAL COMPLIANC CERTIFICATE :

The Company has obtained secretarial compliance certificate from Vilas Nichat, Practicing Company Secretary, Nagpur and the same is attached hereto forming part of this Directors' Report.

15. ACKNOWLEDGEMENT:

Your directors express their gratis jade to Nagpur Nagrik Sahakari Bank Limited and other Bankers of the Company, various is Government Departments, Financial Institution; and Business Associates for their Continued financial assistance, co-operation and guidance extended to the Company during the year.

The Directors express their thanks for the sincere and dedicated efforts put n by the workers, staff and officers doing the year. The Directors are also grateful to all the shareholders for their continued faith and confidence reposed in the Company.

For and on behalf of the Board of Director s

Place: Nagpur N.K. Sarda PoonamSarda

Date: 29.08.2011 Chairnian & Managing

Director Director

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Mar 31, 2010

The Directors are pleased to present the 49th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2010:

1. REHABILITATION SCHEME & FINANCIAL RESULTS :

At the outset your Directors would like to inform that as already reported, the Company was referred to the Board For Industrial and Financial Reconstruction (BIFR) as a sick company for its revival and rehabilitation. With due consideration of the application and the representations made by the Company in that behalf theHonble BIFR has made an order on 21.01.2010 where under the Bench sanctioned the Rehabilitation Scheme (i.e. Sanctioned Scheme) with Demerger Scheme being part of it with cut off date 31.03.2008

Under the said Scheme the 2 Nos. Units of the Company i.e. Old Unit situated at Kamptee Road, Nagpur & Unit situated at Hingna , Nagpur, are demerged and, the third Unit i.e. New Unit situated at Kamptee Road Nagpur is retained by the Company.

Accordingly, effective from the appointed date 01.04.2008 the assets and liabilities of the said Demerged Units are transferred to the Resultant Companies as under:

Old Unit at Kamptee Road, Nagpur transferred to Sharda Ispat Industries Limited

Hingna Unit at Hingna, Nagpur transferred to Sarda Ispat Limited

And the assets and liabilities of the New Unit at Kamptee Road, Nagpur are remained with the Company.

In fact the Company has been preparing a single Balance Sheet for all the three units till 31.03.2009. However, the Honble BIFR Order provides for the demerger of the Units of the Company effective from the appointed date 01.04.2008. Hence the Balance Sheet of the Company as on 31.03.2009 prepared for all the three units, as already approved by the Board on 17.08.2009 and adopted by the Company at the AGM held on 30.09.20009, has been revised and as a result the Revised Balance Sheet of the Company as on 31.03.2009 and the Balance Sheet as on 31.03.2010 states the assets and liabilities pertaining to the New Unit at Kamptee Road, Nagpur only. Resultantly the financial results of the Company for the financial year under review are as under:

FINANCIAL RESULTS:

Rs. Rs.

SALES AND SERVICE CHARGES 29,22,30,571

Profit before interest, depreciation, 1,85,25,148 tax & Extra Ordinary Items

Add: Extra Ordinary Items Nil

Profit after Extra Ordinary Items 1,85,25,148

Less: Prior year adjustment (Net) 70,645

Profit before tax 1,84,54,503

Less:

Depreciation 67,39,706

Interest 46,34,874

Taxation 11,00,000

1,24,74,580

Net profit after tax 59,79,923

Add : Brought forward balances (3,30,70,800)

Balance carried to Balance Sheet (2,70,90,877)

2. REVIEW OF OPERATIONS :

The year under review witnessed a rising trend in the steel prices and its demand as well.

Nevertheless, the Company posted sales turnover of Rs. 2922.31 Lacs (7025 MT) with total expenditure of Rs. 2884.65 Lacs. The expenditure incurred on account of interest and depreciation amounts to Rs. 113.75 Lacs and the profit before tax is Rs. 70.80 Lacs. After providing Rs. 11.00 Lacs for income tax, the Company earned net profit after tax ofRs. 59.80 Lacs.

3. DIRECTORS:

Your Directors deeply regret to report about the sudden demise of Shri. J. C. Saboo, the Director of the Company, on 01.11.2009. The support and co-operation that he rendered during the critical period of the Company is worth remembering and is still being remembered by the Board.

The Board of Directors of the Company take on record the sincere appreciation of the invaluable guidance he extended to the Company from time to time during his tenure.

Shri H.K. Dass and Shri. A. K. Mukherjee retire by rotation and being eligible, offer themselves for re-appointment.

4. FIXED DEPOSITS:

The Company did not accept any fixed deposits during the year under review. No deposits were outstanding as on 31.03.2010.

5. SHARE CAPITAL:

In terms of the provisions of Clause (19)(b) of the Demerger Scheme read with Clause (9) (e) of the Sanctioned Scheme approved by the Honble Board For Industrial and Financial Reconstruction (BIFR) vide their Order dated 23.02.2010, the 24,200 equity shares of Rs. 10/- each, partly paid-up, of the Company stands forfeited for non-payment of allotment money. Consequently the paid-up share capital of the Company has been reduced from Rs. 4,23,79,000/- to Rs. 4,22,58,000/- comprising of 42,25,800 equity shares of Rs. 10/- each, credited as fully paid up.

6. AUDITORS REPORT & AUDITORS :

The Auditors Report and its Annexures are self-explanatory. M/s Loya Bagri & Co. Chartered Accountants retire as statutory Auditors of the Company at the conclusion of 49th Annual General Meeting and are eligible for re-appointment.

7. LISTING OF SECURITIES:

The Shares of the Company are presently listed at the stock exchanges namely Mumbai, Ahmedabad, Kolkata, and Pune. The Company has made the due payment of the listing fees to all Stock exchanges in respect of the financial year 2010-2011.

8. PARTICULARS OF EMPOYEES :

The particulars of employees as required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not furnished as none of the employees was in receipt of remuneration exceeding the prescribed limits.

9. CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE :

The information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies ( Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, is given in the Annexure forming part of the report.

10. DIVIDEND:

In view of meeting out fund requirements of the Company in the ensuing year, your Directors express their inability to recommend any dividend for this year.

11. CORPORATE GOVERNANCE:

A section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is given herein after separately and forms part of this Annual Report.

12. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to section 217 (2AA) of the Companies Act, 1956 your Directors to the best of . their knowledge and belief hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure.

ii) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2010.

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

iv) The annual accounts have been prepared on a going concern basis;

13. ELECTION OF CHAIRMAN OF BOARD :

During the year under review the Board of Directors of the Company at their meeting held on 21.01.2010 appointed Shri. N.ICSarda, Joint Managing Director as the Chairman of the Board for the period till otherwise resolved and accordingly his designation has been changed from Joint Managing Director to Chairman & Managing Director effective from 21.01.2010.

14. R&TAGENT:

The entire work relating to share transfer and other allied matters in that behalf is looked after by the R & T Agent of the Company i.e. M/s Adroit Corporate Services Private Limited, Mumbai

15. REVISED BALANCE SHEET OF THE COMPANY FOR YEAR ENDED 31.3.2009:

In view of giving effect to the Honble BIFR Order it is necessary to approve and adopt the Revised Balance Sheet of the Company as on 31.03.2009. Your Directors therefore recommend that the said Balance Sheet as revised, be approved and adopted.

16. SECREATRIAL COMPLIANCE CERTIFICATE :

By reason of amendments taken place in the provisions of the Companies (Appointment And Qualification of Secretary) Rules,1988, the Company was required to obtain a secretarial compliance certificate from the Secretary in whole-time practice in respect of this financial year, under Rule 3 of the Companies (Compliance Certificate) Rules, 2001. Accordingly, the Company has obtained the certificate from Vilas Nichat, Practising Company Secretary, Nagpur and the same is attached hereto forming part of this Directors Report.

17. ACKNOWLEDGEMENT:

Your directors are grateful to various Government Departments, Banks, Financial Institutions and Business Associates for their continued co-operation and guidance extended to the Company during the year.

The Directors express their thanks for the sincere and dedicated efforts put in by the workers, staff and officers during the year. The Directors are also grateful to all the shareholders for their continued faith in the Company.

For and on behalf of the Board of Directors

Place: Nagpur Date: 24.08.2010

N.K.Sarda J.K.Sarda

Chairman & Managing Director Managing Director

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Mar 31, 2009

The Directors are pleased to present the 48th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2009.

1. FINANCIAL RESULTS:

Rs. Rs.

SALES AND SERVICE CHARGES 101,17,94,558/-

Gross Profitbefore interest, 8,92,61,681/-

Depreciation, Taxation Provisions & Extra Ordinary Items

Add: Extra Ordinary Items 22,36,95,225/-

Gross Profit After Extra Ordinary Items 31,29,56,906/-

Add: Prior Year Adjustment 4,69,100/-

Less:

Depreciation 96,34,683/-

Interest 95,23,404/-

Taxation Provision /Adjustment 1,22,050/-

1,92,80,137/-

Net Profit After Taxation Provision 29,41,45,869/-

Add: Brought forward balance of loss (27,81,67,649/-)

Profit carried to Balance Sheet 1,59,78,220/-

2. REVIEW OF OPERATIONS:

During the year under review the global recession has also affected the Countrys iron and steel market considerably. As a result the overall demand for the steel was fallen drastically. In spite of such recessionary period the Company could witness the encouraging results. In fact, the Company posted sales turnover of Rs. 11272.75 Lacs (Own Unit: Rs. 10093.94 Lacs & Conversion Services: Rs. 1178.81 Lacs) (66994 MT) as against Rs. 11389.72 Lacs (Own Unit: Rs. 10307.72 Lacs & Conversion Services Rs. 1082.00 Lacs) (69006 MT) during the previous year.

The Management has made one time settlement with Industrial Bank of India, IFCI Ltd., and State Bank of India by making payment in installments. The settlements so done have relieved the Company from the liability of Rs. 2816.57 Lacs out of which the amount of Rs.2236.95 Lacs is against interest liability which had been provided for in the accounts. The said amount is therefore credited to Profit & Loss Account as an Extra Ordinary Items. The balance amount i.e. Rs. 579.62 Lacs is against principal and the same is transferred to Capital Reserve Account.

Accordingly, the gross profit after the aforesaid Extra Ordinary Items was Rs. 3129.57 Lacs . After providing Rs. 96.34 Lacs for depreciation and Rs. 95.23 Lacs against interest and further Rs. 1.22 Lacs for income tax, the Company earned net profit after tax of Rs. 2941.46 Lacs as against Rs. 226.87 Lacs during the previous year.

3. DIRECTORS:

Shri. J.C. Saboo and Shri H.K. Dass retire by rotation and being eligible, offer themselves for re-appointment.

4. FIXED DEPOSITS:

The Company did not accept any fixed deposits during the year under review . No deposits were outstanding as on 31.03.2009.

5. AUDITORS REPORT & AUDITORS :

The Auditors Report and its Annexures are self explanatory. M/s Loya Bagri & Co. Chartered Accountants retire as statutory Auditors of the Company at the conclusion of 48th Annual General Meeting and are eligible for re-appointment.

6. LISTING OF SECURITIES:

The Shares of the Company are presently listed at the stock exchanges namely Mumbai, Ahmedabad, Kolkata, and Pune. The Company has made the due payment of the listing fees to all Stock exchanges in respect of the financial year 2009-2010.

7. PARTICULARS OF EMPOYEES :

The particulars of employees as required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not furnished as none of the employees was in receipt of remuneration exceeding the prescribed limits.

8. ENERGY, TECHNOLOGY, FOREIGN EXCHANGE:

The information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, is given in the Annexure forming part of the report.

9. DIVIDEND:

In view of meeting out fund requirements of the Company in the ensuing year, your Directors express their inability to recommend any dividend for this year.

10. CORPORATE GOVERNANCE:

A section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is given herein after separately and forms part of this Annual Report.

11. DIRECTORSRESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956 your Directors to the best of their knowledge and belief hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure.

ii) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2009.

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

iv) The annual accounts have been prepared on a going concer basis;

12. APPOINTMENT OF R&T AGENT:

During the year, the Company has appointed M/s Adroit Corporate Services Private Limited, Mumbai as its R & T Agent to look after and carry out the entire share transfer work and also the work related to Dematerialization of shares of the Company from time to time. The Company has entered into MOU Agreement with them on 16.12.2008.

13. SECREATRIAL COMPLIANCE CERTIFICATE:

By reason of amendments taken place in the provisions of the Companies (Appointment And Qualification of Secretary) Rules, 1988, the Company was required to obtain a secretarial compliance certificate from the Secretary in whole-time practice in respect of this financial year, under Rule 3 of the Companies (Compliance Certificate) Rules, 2001. Accordingly, the Company has obtained the certificate from Vilas Nichat, Practising Company Secretary, Nagpur and the same is attached hereto forming part of this Directors Report.

14. REFERENCE TO THE BOARD FOR INDUSTRIAL & FINANCIAL RECONSTRUCTION (BIFR)

The Company is a sick industrial Company under the Sick Industrial Companies. (Special Provisions) Act, 1985.As per the directives of BIFR. the Company has done one time settlement with Industrial Bank of India, IFCI Ltd and State Bank of India by making payment in installments.

15. ACKNOWLEDGEMENT:

Your directors are grateful to various Government Departments, Banks, Financial Institutions and Business Associates for their continued co-operation and guidance extended to the Company during the year.

The Directors express their thanks for the sincere and dedicated efforts put in by the workers, staff and officers during the year. The Directors are also grateful to all the shareholders fortheir continued faith in the Company.

For and on behalf of the Board of Directors

Place: Nagpur J.K. SARDA N.K. Sarda

Date: 01.09.2009 (Managing Director) (Jt. Managing Director)