Your Directors submit the TWELFTH ANNUAL REPORT on the business and operations of the Company and the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS (' in lacs)

Particulars                         For the For the

                                           year ended       year ended
                                           31.03.2015       31.03.2014

Gross Profit/(Loss)                         (2623.80)        (2267.52)

Depreciation / Amortization                    469.38           537.29

exceptional items & Tax                     (3093.18)        (2804.81)

Exceptional items                             1842.11             0.00

for the year                                (1251.07)        (2804.81)

MAT/DEF. TAX /WT                                 0.00            0.00

OVERALL PERFORMANCE

Your Company's performance during the financial year 2014- 15 was badly affected due to the closure of the plant operations with effect from 30/05/2014 due to consensus lockout declared as per agreement reached with the workforce. This closure was necessitated due to adverse market conditions with subdued demand for Alloy and Stainless Steel resulting in lower utilization of capacity. The lay off is still continuing due to no change in the situation.

During the year under review, your Company reported total income of ' 3043.78 Lacs as against ' 6636.74 Lacs of previous year. After making a provision of ' 781.29 Lacs towards interest and ' 469.38 Lacs towards depreciation, the loss for the current financial year amounts to ' 1251.07 Lacs as against net loss of ' 2804.81 Lacs reported in the previous year. The net loss of ' 1251.07 Lacs of the current year has been arrived after considering exceptional items of ' 1842.11 Lacs, details of which has been given in Note 32 of on Financial Statement.

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. A detailed Management Discussion and Analysis Report forms part of this report is annexed as Annexure -1.

OUTLOOK FOR 2015-16

The lay off at Company's plant is continuing and it is unviable to operate the plant under present business conditions. In our effort to revive operations, the Company and its Promoters have been engaged in scouting for tie-ups with Potential Investors/ Strategic Partners who can introduce newer value added product portfolios in the market and infuse capital in the Company.

DIVIDEND

In the absence of profit, your directors are unable to declare any dividend for the year 2014-15.

BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION

As the accumulated losses of the Company at the Financial year ended 31st March, 2014 exceeded its net worth, the Company has made reference to the Board for Industrial and Financial Reconstruction (BIFR) under section 15 of the Sick Industrial Companies (Special) Provisions Act, 1985. The reference has been registered vide Case No. 74/2014 by BIFR and proceedings have started.

PARTICULAR OF LOANS, GUARANTEES OR INVESTMENT

There are no loans, Guarantees and Investments made under the provisions of Section 186 of the Companies Act, 2013 during the year under review. Details of Loans, Guarantees and Investments as at the year end are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTION

There are no contracts or arrangement with related parties referred to in Section 188 (1) by the Companies Act, 2013. The details of other transactions entered into with the related parties are given in Note 43 to the Financial Statement.

The Policy on Related Party Transactions approved by Board is uploaded on the Company's Website.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

CAPITAL STRUCTURE

Authorised Capital of the Company is ' 60,00,00,000/- and there was no change in the authorised capital of the company during the year under review.

Paid up capital of the company is ' 53,43,23,679/- comprising of 20,65,23,679 equity shares of ' 1/- each and 32,78,000 5% Redeemable Cumulative Preference Shares of ' 100/- each. During the year under review there was no change in the paid up capital of the company

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

In view of the continuing losses, the company is not in a position to make any expenditure under Corporate Social Responsibility as per the Provisions of Companies Act, 2013.

INDUSTRIAL RELATIONS

The Company has declared Consensus lock out as per the agreement reached with its work force effective from 30th May, 2014. Since then Company has separated 50 officers of the Company Further 282 staff and workers have been separated through Voluntary Separation Scheme. The general industrial relation situation is cordial.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure- 2

NUMBER OF BOARD MEETINGS HELD

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Seven Board Meetings, Five Audit Committee Meetings, One Stakeholders Relationship Committee Meeting & Three Nomination and Remuneration Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

CORPORATE GOVERNANCE

The report on corporate governance as per the requirement of the listing agreement with stock exchange forms part of this report is annexed as Annexure-3. The Company has complied with all the requirements of corporate governance. The certificate from the Auditors of the Company confirming compliance to the conditions of the corporate governance requirements is also annexed.

DIRECTOR RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred in Section 134(5) of Companies Act, 2013, it is hereby stated.

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

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

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

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

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

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

INFORMATION ON REMUNERATION

Information as per the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules , 2014 are annexed as Annexure-4 and Annexure-5 to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure-6 and Form A which forms part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

FINANCE

Company's banks accounts have been classified as NPA by all banks during the year under review due to non payment of interest and the considerable reduction in the drawing power due to suspension of production activities. Company has also received notices from certain banks under Section 13(2) of SARFAESI Act. The company has replied to the said notices. Company has received a letter from Central Bank of India on 12/06/2015 informing the bank has assigned all the rights, title and interest in financial assistance granted to the company in favour of Invent Assets Securitisation & Reconstruction Private Limited (INVENT) vide assignment agreement dated 01/06/2015. Hence INVENT has become the secured lender and all the rights, title and interest of Central Bank of India has been vested with INVENT in respect of the above financial assistance.

The company is in receipt of winding up petition filed by some of the unsecured creditors from the Nagpur Bench of the Hon'ble High Court of Mumbai. The company is in the process of responding to the same.

AUDITORS

STATUTORY AUDITOR

M/s Salve & Company, Chartered Accountants hold office upto the conclusion of the ensuing 12th Annual General Meeting. Based on the recommendation of the Audit Committee, the Board of Directors of the Company have proposed the appointment of M/s Salve & Co., Chartered Accountants, as the Auditors of the Company from the conclusion of the forthcoming 12th Annual General Meeting till the conclusion of the 14th Annual General Meeting (subject to ratification by shareholders at every Annual General Meeting). M/s Salve & Co., have expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 141 of the Companies Act, 2013.

Your Directors request you to ratify the appointment of M/s Salve & Company, Chartered Accountants (Registration No.109003W) as Statutory Auditors of the Company at the ensuing 12th Annual General Meeting and to fix their remuneration.

COST AUDITOR

Pursuant to Section 141 & 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s S. K. Phatak & Co. to audit the cost accounts of the Company for the financial year 2014- 15. The members have given the approval for the appointment of M/s S.K. Phatak as cost auditors for the financial year 2014- 15 in the Elevanth AGM held on 11th September, 2014.

Your Directors had, in accordance with the General Circular from the Ministry of Corporate Affairs appointed M/s S. K. Phatak & Co., Cost Accountants, as Cost Auditors for Financial Year ended 31st March, 2015, for which Central Government approval had been received by the Company. The report on Cost audit for Financial Year ended 31st March, 2015 would be filed with Central Government before 30th September, 2015.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s P. S. Channe & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for financial Year 2014-15. M/s P S. Channe & Co., have expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 141 of the Companies Act, 2013. The Report of the Secretarial Audit Report is annexed herewith as Annexure-7. There are no qualifications or observations or remarks made by Secretarial Auditor in his report.

DECLARATION BY INDEPENDENT DIRECTORS:

Shri A. S. Kapre, Shri M. B. Thaker, Shri Mohan S. Adige, Shri K. A. Pardhi and Mrs. Champaka Rangachari are Independent Directors on the Board of your Company. In the Opinion of the Board and as confirmed by the these Directors, they fulfill the conditions specified in Section 149 of the Companies Act, 2013 and the rules made thereunder about their status as Independent Directors of the Company

DIRECTORS:

Mr. N. D. Saraf and Mr. Anurag Saraf shall retire by rotation at the ensuing 12th Annual General Meeting and, being eligible, offer themselves for re-appointment in accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company

The Company has formulated a code of conduct for all members of the Board and Senior Management Personnel. All concerned members/executives have affirmed compliance with the said code.

The Board of Directors had appointed Mrs. Champaka Rangachari as Additional Directors of the Company in the category of Independent Directors with effect from March 30, 2015 The above mentioned appointment is regularized in this Annual General Meeting of the Company. Information about the Directors proposed to be appointed / reappointed as stipulated under Clause 49 of the listing agreement with the Stock Exchange in India are provided in the report on Corporate Governance forming part of this report.

Shri M. D. Saraf resigned as Managing Director of the Company with effect from the close of business hours on 25th May, 2015 and continues to be the Vice Chairman and Director of the Company

The Board has placed on record its appreciation for the outstanding contributions made by Mr. Rajkamal Rao and Mr. Arye Berest during their tenure.

KEY MANAGERIAL PERSONAL:

Shri C. V Raghavan, the Chief Finance Officer and Shri Amit G. Pandey, the General Manager(Legal) and Company Secretary have resigned from the service of the Company with effect from the close of business hours on 1st June, 2015.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

AUDIT COMMITTEE

Audit Committee of the Company comprises of Mr. A. S. Kapre, Mr. M. B. Thaker, Mr. M. S. Adige and Mr. Anurag Saraf, Except Mr. Anurag Saraf, who is a Promoter Director of the Company, rest all members of the Audit Committee are Independent Directors. The committee has been constituted in strict compliance with the provisions of Clause 49 of the Listing agreement and assumes all responsibilities provided therein, discharging their duties diligently with transparency and accountability as their sole motivation.

You are requested to appoint Auditors for the current year and to fix their remuneration.

AUDITOR'S REPORT

The report by Auditors if self explanatory. Further, in view of consensus lockout at plant and preparation of Accounts on going concern basis, the Auditors have made some observations under "Emphasis of matter appearing in the Auditors Report which management has responded in Note (b) and 28 to the Audited Financial Statements for the year ended 31st March, 2015

PARTICULARS OF EMPLOYEES

In terms of the provisions of section 197(12) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regard to the provisions of section 136 of the said Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company

DISCLOSURE WHERE COMPANY IS REQUIRED TO CONSTITUTE NOMINATION AND REMUNERATION COMMITTEE:

The Company has constitute a Nomination & Remuneration Committee under Clause 49 of the Listing Agreement & Company has Nomination & Remuneration Policy for appointment and remuneration of Directors Under Section 178 of the Companies Act, 2013 an Clause 49 of the Listing Agreement. All the appointments of Directors is as per the Nomination & Remuneration Policy of the Company, which were also approved by the Committee.

DISCLOSURE OF VIGIL MECHANISM IN BOARD REPORT:

The Company have adopted the Vigil Mechanism Policy for the Company in its duly held Board Meeting on 14th February, 2015 and the same is available on the website of the Company.

DISCLOSURE ABOUT ESOP AND SWEAT EQUITY SHARE

Company has not issued any share under ESOP or Sweat Equity Shares during the year.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORK PLACE (PREVENTION , PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for Prevention of Sexual harassment in accordance with the requirements of the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy. The Company did not receive any complaint during the year 2014-15.

ACKNOWLEDGEMENTS

Directors of the Company wish to thank the Central and State Governments for their continued support and co-operation extended towards the business as well as the company's social functions. The Management also thanks the shareholders, Business Associates, Financial Institutions & Banks, Customers and Suppliers for the faith reposed in the Company. The Board expresses its sincere appreciation to the dedicated and committed team of employees and workmen of your Company.

Customers and Suppliers for the faith reposed in the Company. The Board expresses its sincere appreciation to the dedicated and committed team of employees and workmen of your Company.

                                       On behalf of Board of Directors,

                               Vinod Saraf                 Anurag Saraf
                            Managing Director                Director