ADITYA ISPAT LIMITED · 1441.50 lakhs in the previous year and has earned net profit of Rs 32.03 lakhs before tax compared to previous year’s profit of Rs.30.87 lakhs.. There is

ADITYA ISPAT LIMITEDRegd. Office : Plot No. 20, Phase V, IDA, Jeedimetla, Hyderabad - 500 055.

21st

ANNUAL REPORT

2011 - 2012

Board of Directors :

Shri Satya Bhagwan Chachan Chairman & Managing Director

Shri H.M. Dugar Director

Shri Sanjay Solanki Director

Shri Swamy S.B. Das Director

Auditors :

M/s. Dagliya & Co.

Chartered Accountants

5-5-9/13, 2nd Floor, Srinivasa Building,

Ranigunj, Secunderabad - 500 003.

Registered Office & Works :

Plot No. 20, Phase V,

IDA, Jeedimetla,

Hyderabad - 500 055.

e-mail : [email protected]

Website : www.adityaispat.com

Bankers :

Allahabad Bank

Balanagar Branch


Registrar & Share Transfer Agents :

M/s. XL Softech Systems Private Limited

3 Sagar Society, Road No. 2,


Tel : 040-23545913/14/15, Fax : 23553214

ISIN NO. INE037E01016

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NOTICE

NOTICE is hereby given that the Twenty First Annual General Meeting of the members of Aditya IspatLimited will be held on Friday, the 28th September, 2012 at 10.30 AM at Rajasthani Graduates Association,Snatak Bhavan, 5-4-790/1, 1st Floor, Abids, Hyderabad - 500 001 to transact the following business :

ORDINARY BUSINESS:

1. To receive, consider and adopt the Statement of Profit and Loss of the Company for the yearended 31st March, 2012 and the Balance Sheet as on that date together with the reports of theAuditors and Directors thereon.

2. To appoint a Director in place of Shri. H.M.Dugar, who retires by rotation and being eligible offershimself for re-appointment.

3. To appoint auditors and to fix their remuneration and if thought fit, to pass with or without modification,the following resolution as an Ordinary Resolution:

"RESOLVED that M/s.Dagliya & Co, Chartered Accountants, Secunderabad the retiring auditors ofthe Company be and are hereby re-appointed as Auditors of the Company to hold office from theconclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting atsuch remuneration as may be fixed by the Board of Directors of the Company."

By order of the Board of DirectorsPlace: Hyderabad.Date : 31st August, 2012 S.B CHACHAN

CHAIRMAN & MANAGING DIRECTORNotes:i. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and

vote on a poll instead of himself and such proxy need not be a member of the Company. Proxies tobe effective must be received by the Company not less than 48 hours before the commencementof the meeting.

ii. Members who hold shares in dematerialized form are requested to bring their Client ID and DPIDnumbers for easy identification of attendance at the meeting.

iii. The Register of Members and Share transfer books of the Company will remain closed from 22ndSeptember, 2012 to 28th September, 2012(both days inclusive).

iv. Consequent upon the introduction of Section 109 A of the Companies Act, 1956, shareholders areentitled to make nomination in respect of shares held by them in physical form. Shareholdersdesirous of making nominations are requested to send their requests in Form No.2B in duplicate tothe Company.

BRIEF PROFILES OF DIRECTORS SEEKING RE-APPOINTMENT

1. Shri H.M.Duggar

Shri H.M.Duggar aged about 61 years, is a qualified Chartered Accountant engaged in practice.He is specialized in Companies Act and Income Tax matters. He is a member cum chairman ofRemuneration Committee. He is also a member of Audit Committee and Investor’s GrievanceCommittee of the Company.

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DIRECTORS’ REPORTToThe Members of Aditya Ispat Limited,Hyderabad

Your Directors take pleasure in presenting the Twenty First Annual Report on the affairs of the Companyfor the financial year 2011-2012 together with the Audited Financial Statements and Report of the Auditorsthereon.

BUSINESS PERFORMANCE:

Financial Results:The overall performance of the Company for the financial year 2011-12 is summarized as under:

( Rs. in Lakhs)

S.No. Particulars 2011-2012 2010-2011

1. Sales ( Gross) 1815.00 1441.50 Less : Excise Duty 133.42 111.10

———— ———— Sales ( Net) 1681.58 1330.40

2. Other Income 1.56 1.36 ———— ————

Total Revenue 1683.14 1331.763. Gross Profit before Finance Costs,

Depreciation, & taxation 106.84 82.80

4. Financial Costs 59.52 38.96

5. Depreciation 15.29 12.97

6. Profit before tax 32.03 30.87

Less: Provision for current tax 8.60 4.96

Less : Provision for Deferred Tax 1.28 4.63

Net Profit(loss) after tax 22.15 21.28

Add: Balance from previous year 91.68 70.40

———— —————Surplus carried to Balance Sheet 113.83 91.68

BUSINESS REVIEW

During the year 2011-12, the Company has posted a turnover of Rs 1815.01 lakhs as against Rs.1441.50 lakhs in the previous year and has earned net profit of Rs 32.03 lakhs before tax compared toprevious year’s profit of Rs.30.87 lakhs.. There is an improvement in profitability due to increase inturnover and on account of cost effective means adapted by the management for production. Howeveron account of inadequate profits, the Board has not recommended any dividend nor any transfer toreserves.

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FUTURE OUTLOOK:

Indian Steel demand growth is expected to remain subdued due to slowdown in investments and delayedstart-up of industrial projects. However,the automotive / industrial segment, it is expected to grow by 11-13% in Financial year 2012-13. As per world steel forecasts, steel demand in India should grow up by6.9% in 2012 and the growth should accelerate to 9.4% in 2013.

Your Company has registered increase in sales Turnover as well as Profitability during the year underreview. The company is making all efforts to improve the quality of its products, sales network andprofitability

FINANCIAL RESOURCES

The company has made arrangements with its Banker to enhance cash credit limit from Rs 400 lacs toRs. 600 lacs to meet its working capital requirements. This will help Company to boosts its turnover inthe coming years.

DIRECTORS:

Shri H.M.Duggar retires by rotation and being eligible offers himself for reappointment. The Boardrecommends his reappointment.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act,1956, your Directorsstate:

1. That the accounting standards to the extent applicable to the Company have been followed in thepreparation of the annual accounts and there are no material departures

2. That the accounting policies selected by the Board for the purpose of preparation and presentationof the financial statements have been and are being applied consistently and reasonable andprudent judgments and estimates (wherever applicable) have been made for the said purpose, soas to give a true and fair view of the affairs of the Company as at the end of the financial year underreview and of the profit and loss for the said year.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of yourcompany and for preventing and detecting fraud and other irregularities.

4. That the annual Accounts have been prepared on a going concern basis.

AUDITORS:

Statutory Auditors

M/s. Dagliya & Co, Chartered Accountants, Secunderabad, the Auditors of the company retire at theconclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Boardrecommends their reappointment.

Cost Auditors

Your Company have appointed M/s Sagar & Associates, Cost Accountants, Hyderabad, as Cost Auditor,with the approval of the Central Government, for audit of cost records maintained by the Company forthe financial year ended 31st March, 2012. The due date for filing the Cost Audit Reports is 30th September,2012.

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LISTING :The shares of your company are listed on Mumbai and Kolkata Stock Exchanges.

PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956:

There are no employees whose particulars are required to be disclosed pursuant to the provisions ofSection 217 (2A) of the Companies Act, 1956.

FIXED DEPOSITS:During the year under review, the company has not accepted any deposits under Section 58A of theCompanies Act 1956 read with Companies ( Acceptance of Deposits) Rules, 1975.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARNINGS AND OUTGO:Information regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings andoutgo in accordance with Section 217 (1)(e) of the Companies Act, 1956 read with Companies ( Disclosureof particulars in the report of Board of Directors) Rules 1988, forming part of the Directors Report for theyear ended 31st March, 2012 are as follows:

1. Conservation of Energy: The company’s operations require low energy consumption. Adequatemeasures are taken to conserve energy wherever possible. The details required are attachedherewith.

2. Technology Absorption:

a. Research & Development There is no specific Research and Developmentactivity carried out by the Company during the year.

b. Technology Absorption NIL

3. Foreign Exchange Earning and Outgo NIL

CORPORATE GOVERNANCE:The company has implemented the Code for Corporate Governance as stipulated under the revisedClause 49 of the Listing Agreement. A separate report on Corporate Governance is annexed to thisreport.

CODE OF CONDUCTThe Company has adopted a uniform Code of Conduct for Directors and Senior Management andabove Officers level to ensure ethical standards and ensure compliance to the laid down standards.

DEMATERIALISATION OF SHARES:M/s. X.L Softech Services Limited, Hyderabad were appointed as Depository Registrars fordematerialization of shares as well for transfer of physical shares were entrusted to them.

The ISIN of dematerialized share of the Company allotted by NSDL and CDSL is “INE570B01012.”

ACKNOWLEDGEMENTS:The Board takes this opportunity to express its deep gratitude for the continued co-operation and supportreceived from its Bankers, State and Central Governments, the customers, share holders, businessassociates and employees during the year under review.

On behalf of the Board of DirectorsPlace: Hyderabad. Sd/-Date : 31st August, 2012 S.B CHACHAN

CHAIRMAN & MANAGING DIRECTOR

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ANNEXURE – A TO THE DIRECTOR’S REPORTCONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE.

Information required under section 217(1)(e) of the companies Act, 1956 read the Companies (disclosures ofparticulars in the Report of the Board of Directors) rules, 1988 with respect to these matters.

CONSERVATION OF ENERGY

Sl. Particulars For the year ended For the year ended No. 31.03.12 31.03.11

A. POWER AND FUEL CONSUMPTION

1. ELECTRICITYa. Purchased

Units 82100 74648Amounts (Rs.) 563715 516595Rate per Unit(average)(Rs.) 6.87 6.92

b. Own Generatori. Through diesel Generator

Units NIL NILUnits per litre of Diesel NIL NILCost per Unit NIL NIL

ii. Through Steam turbine / generatorUnits NIL NILUnits per litre of fuel Oil/Gas NIL NILCost per Unit NIL NIL

2. COAL (Specify quality and where used)Quantity (Tonnes) NIL NILTotal Cost NIL NILAverage Rate NIL NIL

3. FURNACE OILQuantity NIL NILTotal Cost NIL NILRate Per Unit NIL NIL

4. OTHERS/INTERNAL GENERATIONQuantity NIL NILTotal Cost NIL NILRate Per Unit NIL NIL

5. CONSUMPTION PER UNIT OF PRODUCTIONProduction (Units) (M.T) 2842.082 2827.170Electricity (Rs.) 198.35 182.73

Coal NIL NILFurnace Oil NIL NILOthers NIL NIL

For and behalf of the Board of DirectorsPlace : HyderabadDate : 31st August, 2012 (S.B.CHACHAN)

Chairman & Managing Director

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ANNEXURE – B

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to the revised Clause 49 of the Listing agreement , the Management Discussion andAnalysis report covering the performance and outlook of the Company is given below:

A. INDUSTRY STRUCTURE AND DEVELOPMENTS :

Aditya Ispat Limited (Aditya) is one of the leading manufacturers of Bright Bars at Hyderabad andhas produced 2842.082 Tons of Bright Bars during the year under review. This output is slated togrow with increased working capital availability in the coming years.

B. OUTLOOK – Global Steel Industry

Due to world wide recession the demand and price of Iron & Steel faced a downward trend. HoweverGovt. of India increased spending in infrastructure and capital projects, Automobiles Sector is alsoshowing signs of improvement. Therefore, the bright steel bar will find adequate market.

C. OPPORTUNITIES & THREATS

OPPORTUNITIES:

• The demand of Bright Steel Bars is increasing and the company has opportunity to expand itscapacities.

• The Company’s M.O.U/ Long term relation with the main steel producers like R.I.N.L.Vishakhapatnam gives an edge over manufacturers of other states.

• Demand can be increased by spreading the areas of operations into other parts of theSouthern and Western States.

THREATS:

• The Company is facing competition from small players.

• The Company is facing demand crunch due to Global recession in Steel Industry.

D. RISKS & CONCERNS :

• The Company is mainly dependent for its raw material requirement on R.I.N.L (a public sectorundertaking). The pricing and availability of raw material is completely dependent ongovernment policies.

• The competition from the small players from the unorganized sector posed a threat to itsmargins.

• The Company is continuously trying to reduce the cost of production and to improve thequality of the product.

E. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY :

The Company has adequate internal control procedures with all safeguards for protection of assets andthat all transactions are authorized, reported and recorded properly. The internal control proceduresstem from continuous perusal of records and procedures by the Internal Auditors and the Audit Committeeof Directors, who meet regularly. There are adequate Budgetary control mechanism established andpracticed by the Company. The Code of Conduct also plays an effective role in utilization of energies ofpeople involved.

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F. FINANCIAL POSITION

• The Company has generated sales revenue of Rs. 1815.01 lakhs from manufacturing andtrading revenues which is higher than last fiscal. The trend is expected to continue in currentfiscal with increased working capital availability for the second half and newer geographicalareas of operations. The revenues are likely to improve further during the next year.

• The cost reduction initiatives which were initiated continue to reap benefits in current yearand the same will continue with larger economies of scale also.

• The Company has added fixed assets of Rs. 18.52 lakhs The Gross block stood atRs.415.82 lakhs with Net block of Rs. 295.44 lakhs after depreciation.

G. CAUTIONARY STATEMENT :

Statement made in Management Discussion and Analysis report which seeks to describe the Objectives,projections, estimates, predictions may be considered to be forward looking statements and are statedas required by applicable laws and regulations. Actual results could differ from those expressed or impliedand are determined by many factors including global and domestic demand – supply conditions, process,raw materials availability, tax laws, governmental policies and other statutes which may affect actualresults which may be different from what the Directors envisaged in terms of future performance andoutlook.

REPORT ON CORPORATE GOVERNANCE:

Aditya Ispat Limited (Aditya) has implemented the revised Corporate Governance Code in accordancewith the SEBI directives and has been consistently following the good governance practices in its day today working while upholding the core values of transparency, integrity, honesty and accountability.

The information to be furnished under the Code is placed hereunder for the information of the stakeholders:

1. Company’s philosophy on Code of Corporate Governance:

Aditya Ispat Limited (Aditya) philosophy of Corporate Governance stems from its belief that the Company’sbusiness strategy and plans should be consistent with the welfare of all its stakeholders includingshareholders It enables the management to direct and control the affairs of the Company in an efficientmanner thereby maximizing value for all stakeholders. Good Corporate Governance practice enables acompany to attract financial and human capital and leverage these resources to maximize long termshareholders value.

2. BOARD OF DIRECTORS:

Composition of the Board:

As on 31st August, 2012, the Board of Directors consists of Four Directors. Three Directors are nonexecutive and are independent. As 75 per cent of the Board consists of independent Directors, thecomposition of the Board is in consonance with revised Clause 49 of the Listing Agreement. None of theDirectors on the Board is a member of more than 10 committees or act as a chairman of more than 5committees across all companies in which he is director.

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THE BOARD MEMBERS: ( as on 31st August, 2012)

S.No. Director Category No. of Membership inDirectorships Board Committees.

1. Shri.S.B Chachan Executive 2 --

2. Shri Sanjay Solanki Non executive 1 3

3. Swamy S.B Das Non executive 1 3

4. Shri.H.M. Dugar Non executive 6 3

The Board formulates strategies, regularly reviews the performance of the Company and ensures thatthe targeted objectives are met on a consistent basis.

3. Board Meetings:

During the year 2011-2012, the Board of Directors met Five times on 05th May, 2011, 8th August,2011, 30th August, 2011, 10th November, 2011, 08th February, 2012. The longest gap between anytwo successive Board Meetings did not exceed 4 months.

4. Directors Attendance:

Name of the Director Board Meetings Annual General Meeting

Shri.S.B Chachan 5 1

Shri Sanajay Solanki 5 1

Swamy S.B Das 4 1

Shri H.M Dugar 3 -

5. Information supplied to the Board:

Board members are given agenda papers along with necessary documents and information inadvance of each meeting of the Board and Committees. In addition to the regular business items,the following are regularly placed before the Board to the extent applicable.

Quarterly and Half yearly results of the Company.

Minutes of the Audit Committee and other Committee meetings .

Details of Agreements

BOARD LEVEL COMMITTEES

A. Audit committee:

The Audit committee which was constituted has met 5 times during the year 2011-12 on the followingdates: 05.05.2011, 08.08.2011, 30.08.2011, 10.11.2011 &. 08.02.2012.

The Committee comprises of 3 Non- Executive Independent Directors and the attendance of eachmember of the said committee is as under:

Director Designation No. of meetings attended

Shri Sanjay Solanki Chairman 5

Swamy S.B Das Member 4

Shri H.M Dugar Member 3

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The terms of reference of the Audit committee include the following:

To review the quarterly, half yearly and annual financial results of the Company before submission tothe Board.

1. To oversee the financial reporting process and the disclosure of its financial information to ensurethat the financial statements are correct, sufficient and credible.

2. To hold periodic discussions with statutory auditors and internal auditors of the Company concerningthe accounts of the company, internal control systems, scope of audit and observations of auditors.

3. To make recommendations to the Board on any matter relating to the financial management ofthe Company, including the audit report.

4. To recommend the appointment and removal of external auditors, fixation of audit fees and alsoapproval of fee for any other services by the auditors.

5. To investigate into any matter in relation to items specified in section 292A of the Companies Act,1956 or as may be referred to it by the Board and for this purpose to seek any relevant informationcontained in the records of the Company and also seek external professional advice if necessary.

6. To make recommendations to the Board on any matter relating to the financial management ofthe Company.

B. Remuneration Committee:

During the year, the Remuneration Committee met one time on 05.05.2011.

The Committee comprises of 3 Non- Executive Independent Directors and the attendance ofeach member of the said committee is as under:


Shri H.M Dugar Chairman 1

Swamy S.B Das Member 1

Shri Sanjay Solanki Member 1

The Remuneration Policy of the company is :-

a) For Managing Director , the total remuneration consists of salary within the limits approved by theshareholders. No sitting fees is payable.

b) Non- Executive Directors do not draw any remuneration from the company.

Details of remuneration to director for the year 2011-2012 is as follows:-

Name Designation Remuneration (Rs. In Lacs)

Shri S.B. Chachan Managing Director 6

C. Investors’ Grievance Committee:

The company has constituted a Investors’ Grievance Committee which comprises of 3 Non-Executive Independent Directors. During the year it has met three times on 05.05.2011, 30.08.2011and 08.02.2012.

The details are mentioned hereunder:

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Swamy S.B Das Chairman 3

Shri H.M Dugar Member 2

Shri Sanjay Solanki Member 3

The brief terms of reference of the Investors’ Grievance Committee are as under:

- To review the complaints/ grievances of the investors/ shareholders and resolve the same.

- To place the reports/ minutes before the Board.

Status of Complaints received / resolved :

The total number of letters/ complaints received is one which was replied to the satisfaction ofshareholders. There are NIL complaints pending as at 31st March, 2012.

C. General Meetings:

The location and time of the Annual General Meetings held during the last 3 years are as follows:

No.of Date Time Venue No.of SpecialAGM Resolutions passed

18th AGM 30.09.2009 10.30 AM Agrasen Hall Trust, Abids, HYD --

19th AGM 30.09.2010 10.30 AM Rajasthan Graduates --Association, Abids, Hyderabad

20th AGM 29.09.2011 10.30.A.M -Do- 1

There were no resolutions placed before the Members to be passed by Postal Ballot.

D. Disclosures:

1. No. transaction of material nature has been entered into by the company with directors ormanagement and their relatives etc that may have a potential conflict with the interests of thecompany. The Register of contracts containing transactions in which directors are interested isplaced before the Board regularly.

2. There has been no instance of non-compliance by the Company on any matter related to capitalmarkets. Hence the question of penalties or strictures being imposed by SEBI or Stock Exchangesdoes not arise.

3. The Company is in compliance with all the mandatory requirements and has fulfilled the non-mandatory requirements as prescribed in Annexure-1D of the revised Clause 49 of the ListingAgreements with Stock Exchanges to the extent of constitution of remuneration committee.

4. The Company has adopted with the Code of Conduct applicable to all Directors, seniormanagement and employees. The Declaration as required under Clause 49 is as below:

“ All the Directors and Senior Management of the Company have affirmed compliance with theCompany’s Code of Conduct for the financial year ended 31st March, 2012.”

Place: Hyderabad. S.B CHACHANDate : 31st August, 2012 CHAIRMAN & MANAGING DIRECTOR

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5. CEO Certification: The Managing Director and Chairman has given a certificate as contemplatedin Clause 49 of the Listing Agreement.

6. The requirements of the Audit and other Committees as contemplated in Clause 49 have beencomplied with as per the report set above in respect of the same.

E. Means of Communication:

The quarterly, half yearly and annual results of the company are regularly submitted to the stockexchanges wherever the shares of the Company are listed and the same are published in theleading newspapers and are also posted on Company’s Website.

F. General Shareholder information:

a) Annual General Meeting

Date : 28th September, 2012.

Day : Friday

Time : 10.30 A.M.

Venue : Rajasthani Graduates Association, Snatak Bhavan,5-4-790/1, 1st Floor, Abids, Hyderabad - 500 001

b) For the year ended March, 2012, results were announced on:

First quarter ended June 30, 2011 : 08.08.2011

Second quarter ended September 30, 2011 : 10.11.2011

Third quarter ended December 31, 2011 : 08.02.2012

Fourth quarter ended March,31, 2012 : 14.05.2012

c) Book Closure:

The dates of book closure are from Saturday, September 22nd , 2012 to Friday, September 28,2012 ( both days inclusive)

d) Listing on Stock Exchanges:

As on March, 31st, 2012, the Company’s shares are listed on the following Stock Exchanges:

1. Mumbai Stock Exchange Limited, Mumbai.Phiroze Jeejeebhoy Towers, Dalal Street,MUMBAI- 400 001.

2. The Calcutta Stock Exchange Limited,7, Lyons RangeKOLKATA- 700 001

The Company’s stock code at Bombay Stock Exchange is 513513.

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e) High and low quotations as well as the volume of shares traded at the Stock Exchange, Mumbaiduring each month of the financial year are given hereunder:

Month High Low VolumeRs.ps. Rs.ps.

April, 2011 7.20 5.70 64235

May,2011 6.65 5.05 112639

June 2011 15.61 5.56 835456

July 2011 11.50 8.03 117678

August,2011 9.29 6.56 72427

September, 2011 8.00 6.52 58935

October, 2011 7.70 6.61 34927

November, 2011 7.66 5.36 32631

December, 2011 7.23 5.44 14711

January, 2012 7.01 5.47 34899

February, 2012 7.79 6.22 35369

March, 2012 7.14 5.57 37241

f) Name and address of the Share transfer agents:M/s XL Softech Systems Private Limited

3, Sagar Society, Road No. 2, Banjara Hills,Hyderabad – 500 034Tel No.: 23545913 Fax : 23553214SEBI Regn. No.: INE 037E01016

g) Distribution of Shareholding as on 31.03.2012

From To No.of % to Shares Amount % to(Rs) (Rs) holders Total (in Rs.) Total

1 5000 6476 89.35 10995070 20.55

5001 10000 419 5.78 3668690 6.86

10001 20000 169 2.33 2699700 5.05

20001 30000 51 0.70 1355130 2.53

30001 40000 35 0.48 1256370 2.35

40001 50000 20 0.28 949590 1.77

50001 100000 53 0.73 3724070 6.96

100001 Above 25 0.35 28851380 53.93

TOTAL 7248 100% 53500000 100%

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h) Shareholding Pattern as on 31.03.2012

Category No.of Shares Held % of Shares Holding

A. Promoters1) Promoters Indian Promoters 1198100 22.39

2) Foreign Promoters person acting in concert NIL NIL

Sub Total 1198100 22.39

B. Non Promoters Holding

3) Institutional Investors

a) Mutual Funds and UTI — —

b) Banks, Financial Institutions NIL NIL

Insurance Non-Govt. Institutions — —

c) Foreign Financial Institutions

Sub Total NIL NIL

4) Othersa) Private Bodies Corporate 16,46,597 30.78

b) Indian Public 24,72,224 46.21

c) Non Resident Indian 12,383 0.23

d) Any Others to specify 20,696 0.39

Sub Total 41,51,900 77.61

Grand Total 53,50,000 100.00

i) Dematerialisation of shares:

As on 31st March, 2012, 44,84,060 shares being 83.81 % of the total number of 53,50,000 sharesare in dematerialised form. The company’s shares are compulsorily traded in dematerialisedform.

j) As on the date of Directors’ Report Company has no outstanding GDRs / ADRsor any otherconvertible instruments.

k) Location of Company’s Registered Office and Address for Correspondence:ADITYA ISPAT LIMITEDPlot No. 20, Phase VI.D.A Jeedimetla ,Hyderabad – 500 055.Website:www.adityaispat.comEmail id:[email protected]

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DAGLIYA & Co.CHARTERED ACCOUNTANTS

AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE

The Members ofAditya Ispat Limited

We have examined the compliance condition of corporate governance by Aditya Ispat Limited for theyear ended 31st March, 2012 as stipulated in clause 49 of the listing Agreement of the company with theStock Exchanges.

The Compliance of condition of corporate governance is the responsibility of the management. Ourexamination was limited to procedures and implementation thereof, adopted by the company for ensuringthe compliance of the conditions of the corporate governance. It is neither an audit nor an expressionof opinion on the financial statements of the company.

In our opinion and to the best of our information and according to the explanations given to us, we certifythat company has complied with the conditions of Corporate Governance as stipulated in above mentionedlisting agreements.

We state that no investor grievances are pending for a period exceeding one month against the companyas per the records maintained by the Share Transfer cum Investors Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the companynor the efficiency or effectiveness with which the management has conducted the affairs of the company.

For DAGLIYA & CO.Chartered Accountants,

(ICAI Firm Reg.No. 671S)

Pace: HyderabadDate: 31st August, 2012 (JITENDRA KUMAR JAIN)

PartnerM.No:18398

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AUDITORS' REPORT The Members, M/s ADITYA ISPAT LIMITED HYDERABAD

1. We have audited the attached balance sheet of ADITYA ISPAT LIMITED as at 31st March, 2012 , thestatement of profit & loss and also the cash flow statement of the company for the year ended on that dateannexed thereto. These financial statements are the responsibility of the company's management. Ourresponsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free of material misstatement. An audit includes examining, on a test basis, evidence supporting theamounts and disclosures in the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management as well as evaluating the overall financial statementpresentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India interms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks as weconsidered appropriate and according to the information and explanations given to us, we enclose in theAnnexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and beliefwere necessary for the purpose of our audit;

ii. In our opinion proper books of account as required by law have been kept by the company, so far as itappears from our examination of such books.

iii. The balance sheet, the statement of profit & loss and cash flow statement dealt with by this report are inagreement with the books of account.

iv. In our opinion, and to the best of our information and according to the explanations given to us, thebalance sheet, the statement of profit & loss and the cash flow statement dealt with by this report areprepared in compliance with the applicable accounting standards referred to in sub-section (3C) ofsection 211 of the Companies Act, 1956.

v. On the basis of written representations received from the directors of the company as at 31st March,2012 and taken on record by the Board of Directors of the company, we report that none of the directorsis disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, theaforesaid financial statements read with the statement on significant accounting policies and notes to thefinancial statements, give the information required by the Companies Act, 1956 in the manner sorequired and give a true and fair view in conformity with the accounting principles generally accepted inIndia:

a) in the case of balance sheet, of the state of affairs of the company as at 31st March, 2012;

b) in case of the statement of profit and loss, of the profit for the year ended on that date; and

c) in the case of cash flow statement, of the cash flow for the year ended on that date.


(ICAI Firm Reg.No. 671S)Pace: HyderabadDate: 31st August, 2012 (JITENDRA KUMAR JAIN)

PartnerM.No:18398

18

ADITYA

ADITYA ISPAT LIMITEDANNEXURE TO AUDITORS' REPORT

(Referred to in Paragraph 3 of our Report of Even Date attached)

1. In respect of its fixed assets:

a. The company has maintained proper records showing full particulars including quantitative details andsituation of fixed assets.

b. As explained to us, the fixed assets have been physically verified by the management during the yearand no material discrepancies were noticed on such physical verification.

c. During the year the company has not disposed of any substantial/major part of its fixed assets.

2. In respect of its Inventories

a. As explained to us, the inventory has been physically verified by the management at regular intervalsduring the year. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures ofphysical verification of inventory followed by the management are reasonable and adequate inrelation to the size of the company and the nature of its business.

c. The company has maintained proper records of inventory. The discrepancies between the physicalinventory and the book records, which have been properly dealt with in the books of account, were notmaterial.

3. The company has not granted or taken any loans, secured or unsecured to or from companies, firms or otherparties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence paragraphs4(iii)(b), (c) and (d) of the Companies (Auditor’s Report) Order, 2003 are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internalcontrol procedures commensurate with the size of the company and the nature of its business for the purchaseof inventory, fixed assets and also for the sale of goods. During the course of our audit, we have notobserved any major weaknesses in such internal controls.

5 a. In our opinion and according to the information and explanations given to us, the particulars of contractsor arrangements that need to be entered into the register maintained under Section 301 of the CompaniesAct, 1956 have been so entered.

b. According to the information and explanations given to us, the transactions made in pursuance of suchcontracts or arrangements have been made at prices which are reasonable having regard to the prevailingmarket prices at the relevant time.

6. The company has not accepted any deposit from public within the meaning of Section 58A and 58AA of theCompanies Act, 1956 and the rules framed thereunder.

7. In our opinion, the company has an internal audit system commensurate with the size and nature of itsbusiness.

8. We have broadly reviewed the cost records maintained by the company pursuant to the Companies (CostAccounting Records) Rules, 2011 prescribed by the Central Government under section 209(1)(d) of theCompanies Act, 1956 and are of opinion that prima facie the prescribed cost records have been made andmaintained. We have however, not made a detailed examination of the cost records with a view to determinewhether they are accurate or complete.

19

ADITYA

9 a. According to the records of the company and information and explanations given to us, undisputedstatutory dues including Investor Education and Protection fund, Employees’ State Insurance, IncomeTax, Sales Tax, Wealth Tax, Customs Duty, Service Tax, Excise Duty, Cess and Other Statutory Duesas are applicable to the company, have generally been regularly deposited with the appropriateauthorities during the year.

b. According to the information and explanations given to us, no undisputed amounts payable in respectof Income Tax, Wealth Tax, Sales Tax, Customs Duty, Service Tax, Excise Duty and Cess were inarrears, as at 31st March, 2012 for a period of more than six months from the date they becamepayable.

c. According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax,Customs Duty, Wealth Tax, Excise Duty and Cess which have not been deposited on account of anydispute.

10. The company does not have any accumulated losses at the end of the financial year nor had it incurred anycash loss during the financial year or in the immediately preceding financial year.

11. According to the records of the company examined by us and as per the information and explanations givento us, the company has not defaulted in repayment of dues to financial institutions or banks during the year.The company has not issued any debentures so far.

12. According to the information and explanations given to us, the company has not granted any loans andadvances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to a chit fund/nidhi/mutual benefit fund/society are not applicableto the company.

14. In our opinion and according to the information and explanations given to us, the company is not adealer or trader in shares, securities, debentures or other investments.

15. In our opinion and according to the information and explanations given to us, the company has notgiven any guarantee for loans taken by others from banks or financial Institutions during the year.

16. In our opinion, the term loans have been applied for the purposes for which they are raised.

17. On the basis of an overall examination of the balance sheet of the company, in our opinion and accordingto the information and explanations given to us, there are no funds raised on short term basis, which havebeen used for long term investment, and vice versa.

18. According to the information and explanations given to us, the company has not made any preferentialallotment of shares to parties covered in the register maintained under Section 301 of the Companies Act,1956.

19. There were no debentures issued by the company.

20. The company has not raised any money by way of public issue during the year.

21. During the course of our examination of the books of account carried out in accordance with the generallyaccepted auditing practices in India, we have not come across any instance of fraud on or by thecompany nor have we been informed by the management of any such instance being noticed orreported during the year.


(ICAI Firm Reg.No. 671S)Pace: HyderabadDate: 31st August, 2012 (JITENDRA KUMAR JAIN)

PartnerM.No:18398

20

ADITYA

BALANCE SHEET AS AT 31ST MARCH, 2012

PARTICULARS Note AS AT AS ATNo. 31.03.2012 31.03.2011

I EQUITY AND LIABILITIES1 Shareholders’ Funds

(a) Share Capital 2.01 5,35,00,000.00 5,35,00,000.00(b) Reserves and Surplus 2.02 1,60,72,614.11 1,38,57,577.24

6,95,72,614.11 6,73,57,577.242 Non-current Liabilities

(a) Long Term Borrowings 2.03 6,79,282.00 -(b) Other Long Term Provisions 2.04 1,94,943.00 1,58,192.00(c) Deferred Tax Liabilities (Net) 2.05 25,86,450.00 24,57,823.00

34,60,675.00 26,16,015.003 Current Liabilities

(a) Short Term Borrowings 2.06 5,63,95,645.82 5,37,19,643.49(b) Trade Payables 2.07 23,94,866.00 23,53,878.00(c) Other Current Liabilities 2.08 32,80,290.99 20,81,063.99(d) Short Term Provisions 2.09 7,195.00 18,685.00

6,20,77,997.81 5,81,73,270.48

GRAND TOTAL 13,51,11,286.92 12,81,46,862.72

II ASSETS1 Non-current Assets

(a) Fixed AssetsTangible Assets 2.10 2,95,43,893.00 2,94,33,918.00Capital Work in Progress 15,35,925.00 1,41,289.00

(b) Long-term Loans and Advances 2.11 2,72,754.27 1,87,908.00

3,13,52,572.27 2,97,63,115.002 Current Assets

(a) Inventories 2.12 4,74,04,646.00 4,60,04,590.00(b) Trade Receivables 2.13 4,94,22,006.35 4,38,57,142.82(c) Cash and Bank Balances 2.14 10,29,790.85 10,44,967.04(d) Short-Term Loans and Advances 2.15 58,62,495.45 74,43,954.86(e) Other Current Assets: 2.16 39,776.00 33,093.00

10,37,58,714.65 9,83,83,747.72

GRAND TOTAL 13,51,11,286.92 12,81,46,862.72

Statement on Significant Accounting Policies & Notes on Financial Statements: 1 – 2The accompanying notes are an integeral part of the financial staments.

As per our report of even date attachedFor Dagliya & Co. For and on behalf of the Board of DirectorsChartered Accountants(ICAI Firm Reg.No. 671S)

(JITENDRA KUMAR JAIN) (S.B. CHACHAN) (SANJAY SOLANKI)Partner Chairman DirectorM.No. 18398 Managing Director

Place : HyderabadDate : 31st August, 2012

(Amounts in Rupees)

21

ADITYA

ADITYA ISPAT LIMITED

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2012

PARTICULARS Note For the Year For the YearNo. ended 31.03.2012 ended 31.03.2011

I. REVENUERevenue from Operations 2.17 18,15,00,804.00 14,41,49,905.00Less: Excise Duty 1,33,42,734.00 1,11,09,925.00Revenue from Operations(Net) 16,81,58,070.00 13,30,39,980.00

II Other income 2.18 1,55,667.00 1,36,259.00

III Total Revenue 16,83,13,737.00 13,31,76,239.00IV Expenses:

a Cost of Materials Consumed 2.19 11,48,61,323.38 9,41,93,823.23 b Purchase of Stock-in-Trade 2.20 2,97,61,293.00 2,39,60,304.80 c Changes in Inventories of Finished Goods

and Stock-in-Trade 2.21 (16,26,074.00) (44,94,851.00) d Employee Benefits Expenses 2.22 22,14,519.00 19,19,762.00 e Finance Costs 2.23 59,51,380.48 38,95,751.56 f Depreciation 2.10 15,28,871.00 12,96,890.00 g Other Expenses 2.24 1,24,19,164.27 93,17,627.69

V Total Expenses 16,51,10,477.13 13,00,89,308.28

VI Profit Before Tax 32,03,259.87 30,86,930.72VII Tax Expense

a Current Tax 2.25 8,59,596.00 4,96,014.00 b Deferred Tax 1,28,627.00 4,63,157.00

Profit for the Year 22,15,036.87 21,27,759.72Earnings Per Equity Share(Basic & Diluted) 2.29 0.41 0.41

Statement on Significant Accounting Policies & Notes on Financial Statements : 1 – 2The accompanying notes are an integeral part of the financial staments.




(Amounts in Rupees)

22

ADITYA

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012

FOR THE YEAR FOR THE YEARENDED 31.03.2012 ENDED 31.03.2011

A CASH FLOW FROM OPERATING ACTIVITIES:1 Net profit before Tax & Extraordinary items 32,03,259.87 30,86,930.722 Adjustments for:

Depreciation 15,28,871.00 12,96,890.00Interest & Finance Cost 57,64,910.29 36,30,709.00Interest Income (65,667.00) (46,259.00)Loss on Sale of Asset 53,556.00 --Operating Profit before Working Capital Changes 1,04,84,930.16 79,68,270.72

3 Adjustments for:Trade Receivables (55,64,863.53) (23,72,533.19)Short Term Loans & Advances & Other Current Assets 14,70,928.41 (18,64,617.84)Long Term Loans & Avances (84,846.27) ---Inventories (14,00,056.00) (3,20,30,593.00)Long Term and Short Term Provisions 25,261.00 30,403.00Trade Payables and Other Current Liabilities 8,18,259.00 7,39,454.00Cash Generated from Operations 57,49,612.77 (2,75,29,616.31)Less: Direct Taxes paid (8,09,766.00) (6,54,303.00)

Net Cash from Operating Activities 49,39,846.77 (2,81,83,919.31)B CASHFLOW FROM INVESTING ACTIVITIES

Addition to Fixed Assets including CWIP (32,47,038.00) (59,56,697.00)Sale Proceeds of Fixed Assets 1,60,000.00 ---Interest Received 65,667.00 46,259.00Net Cash used in Investing Activities (30,21,371.00) (59,10,438.00)

C CASH FLOW FROM FINANCING ACTIVITIESInterest & Finance Cost paid (57,64,910.29) (36,30,709.00)Proceeds from Long Term & Short Term Borrowings 37,77,240.33 3,49,64,932.68Proceeds from Issue of Shares --- 27,50,000.00Net Cash used in Financial Activities (19,87,669.96) 3,40,84,223.68Cash flow during the year (69,194.19) (10,133.63)Cash and Cash Equivalents at the beginning of the year 3,81,106.04 3,91,239.67

Cash and Cash Equivalents at the end of the year 3,11,911.85 3,81,106.04Components of Cash and Cash Equivalents :Balance with banks in Current Accounts 93,098.93 52,523.12Cash on hand 2,18,812.92 3,28,582.92

3,11,911.85 3,81,106.04Note: i) Figures in bracket represent outflow.

ii) Previous year figures have been regrouped/ rearranged to conform to the current year’s classification, whereever necessary.iii) The above Cash Flow Statement as been prepared under indirect method as set out in Accounting Standards-3 Cash Flow Statement.




(Amounts in Rupees)

23

ADITYA


Note :1

STATEMENT ON SIGNIFICANT ACCOUNTING POLICIES FORMING PART OF THE FINANCIALSTATEMENTS FOR THE YEAR ENDED 31ST MARCH 2012

a. Basis of accounting: The financial statements are prepared under the historical cost conventionin accordance with the generally accepted accounting principles in India and the provisions of theCompanies Act, 1956, except otherwise mentioned. The accounting policies have been consistentlyapplied by the Company and are consistent with those in the previous years.

For the year under consideration, the revised Schedule VI notified under the Companies Act, 1956has become applicable to the Company for presentation of its financial statements. The revisedSchedule VI has a significant impact on the presentation and disclosures made in the financialstatements. The Company has also reclassified the previous year figures in accordance with therequirements applicable in the current year.

All assets and liabilities have been classified as current or non-current as per the Company’snormal operating cycle and other criteria set out in the revised Schedule VI to the Companies Act,1956. Based on the nature of products and the time between the acquisition of assets for processingand their realization in cash and cash equivalents, the company has ascertained its operatingcycle as 12 months for the purpose of current – non current classification of assets and liabilities.

b. Fixed Assets: Fixed Assets are stated at cost net of Cenvat less accumulated depreciation andimpairment loss, if any. All costs till commencement of commercial production attributable to fixedassets are capitalised.

c. Capital work in Progress: All expenditure, including advance given for capital expenditure areaccumulated and shown as capital work in progress until the assets are ready for commercialuse. Assets under construction are not depreciated.

d. Depreciation on Fixed Assets (Other than lease hold land) is provided on straight line methodat the rates and in the manner as prescribed under schedule XIV of the Companies Act, 1956on pro-rata basis.

e. Impairment of Assets: The carrying amount of assets are reviewed at each balance sheet date todetermine, if there is any indication of impairment based on internal/external factors. An asset istreated as impaired when the carrying cost of the asset exceeds its recoverable value i.e netselling price or value in use, whichever is higher. An impairment loss, if any, is charged to statementof profit & loss in the year in which an asset is identified as impaired.

f. Inventories: Inventories are valued at cost or net realisable value whichever is less exceptscrap, which is valued at estimated realisable value. Excise duty on goods manufactured by thecompany is included as part of valuation of finished goods. Cost is determined using FIFO basis.

g. Turnover: Turnover is inclusive of sales tax and excise duty collected.

h. Taxes on Income: Provision for Income Tax is made for both current and deferred taxes. Provisionfor current income tax is made on the assessable income at the tax rate applicable to the relevantassessment year. Deferred Tax resulting from ‘timing difference’ between the book profit andtaxable profit is accounted for using the tax rates and laws that have been enacted or substantivelyenacted as on the balance sheet date. The deferred tax asset is recognised and carried forwardonly to the extent that there is a reasonable certainty that the assets will be realised in future.

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ADITYA

i. Retirement and other Employee Benefits:

a. Defined Contribution Plans : The company makes defined contribution to E.S.I Scheme,which is recognised in the Statement of Profit & Loss on accrual basis.

b. Defined Benefit Plan: Gratuity is a defined benefit scheme and is accounted based onactuarial valuation at the balance sheet date, carried out once in three years by an independentactuary.

c. Short Term Employee Benefits: All employee benefits which are wholly due within twelvemonths of rendering the services are recognised in the period in which the employee renderedthe related services.

j. Provisions, Contingent Liabilities and Contingent Assets: The company creates a provisionwhen there is a present obligation as a result of past events and it is probable that there will beoutflow of resources and a reliable estimate of the obligation can be made of the amount of theobligation.

Contingent liabilities are not recognised but are disclosed in the notes to the financial statements.A disclosure for a contingent liability is made when there is a possible obligation or a presentobligation that may, but probably will not, require an outflow of resources.

Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate.If it is no longer probable that the outflow of resources would be required to settle the obligation,the provision is reversed.

Contingent assets are neither recognised nor disclosed in the financial statements

25

ADITYA

ADITYA ISPAT LIMITEDNOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2012

As at 31 March, 2012 As at 31 March, 2011Rs. Rs.

2.01 SHARE CAPITAL:The authorised, issued, subscribed and fully paid upcapital comprises of equity shares having par value ofRs. 10 each as follows :a Authorised:

6010000 (P.Y 6010000) Equity Shares of Rs.10/- each 6,01,00,000.00 6,01,00,000.00b Issued Subscribed & Paid Up

5350000 (P.Y 5350000) Equity Shares ofRs.10/- each fully paid up 5,35,00,000.00 5,35,00,000.00

----------------------- ----------------------- 5,35,00,000.00 5,35,00,000.00

c Reconciliation of number of shares outstanding is set out below :

As at 31 March, 2012 As at 31 March, 2011

At the beginning of the year 53,50,000 51,00,000Issued during the year -- 2,50,000At the end of the reporting year 53,50,000 53,50,000

d Shareholders holding more than 5% equity shares are set out below;

As at 31 March, 2012 As at 31 March, 2011

Name of Shareholders No. of % of No. of % ofShares Holding Shares Holding

held held

S D Chachan Commercial Pvt Ltd 512100 9.57% 512100 9.57%Chachan Consultancy Pvt Ltd 415800 7.77% 415800 7.77%P S Credit & Trading Pvt Ltd 301427 5.63% 301427 5.63%

2.02 RESERVE & SURPLUS: As at 31 March, 2012 As at 31 March, 2011a Capital Reserve

At the beginning of the year 41,90,190.00 41,90,190.00Additions during the year - -At the end of the year 41,90,190.00 41,90,190.00

b Securities PremiumAt the beginning of the year 5,00,000.00 2,50,000.00Additions during the year - 2,50,000.00At the end of the year 5,00,000.00 5,00,000.00

c Surplus in Satement of Profit & LossAt the beginning of the year 91,67,387.24 70,39,627.52Add: Profit for the Year 22,15,036.87 21,27,759.72At the end of the year 1,13,82,424.11 91,67,387.24

GRAND TOTAL 1,60,72,614.11 1,38,57,577.24

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ADITYA

NON-CURRENT LIABILITIES2.03 Long Term Borrowings

Secured LoansVehicle Loan from Banks 6,79,282.00 --(Secured against hypothecation of vehicles) ---------------------- ----------------------

6,79,282.00 --Terms of RepaymentVehicle loans are repayable in equal monthlyinstalments over the term of the loan ranging to 3 years.

2.04 Other Long Term Provisions As at 31 March, 2012 As at 31 March, 2011 Provision for Gratuity 1,94,943.00 1,58,192.00

---------------------- ---------------------- 1,94,943.00 1,58,192.00

2.05 Deferred Tax Liabilities (Net)Major components of Deferred Tax (Assets) /Liabilities consist of the following

PARTICULARS As at Movement As at31.03.12 during the 31.03.11

year

Relating to Fixed Assets 26,48,911 1,36,433 25,12,478Provision for Gratuity (62,461) (7,806) (54,655)

Deferred Tax Liabilities (Net) 25,86,450 1,28,627 24,57,823

Current Liabilities2.06 Short-Term Borrowings: As at 31 March, 2012 As at 31 March, 2011

Secured Loans from banks :Cash Credit from Allahabad Bank (Secured against hypothecation of Stocks & FDR) 5,63,95,645.82 5,37,19,643.49

----------------------- -----------------------5,63,95,645.82 5,37,19,643.49

2.07 a Trade Payables- Due to Micro and Small Enterprises - -- Others Payables 23,94,866.00 23,53,878.00

----------------------- -----------------------23,94,866.00 23,53,878.00

b There are no micro, small and medium enterprises to whom the company owes dues which areoutstanding for more than 45 days from the balance sheet date. The micro, small and mediumenterprises have been identified on the basis of information available with the company .This hasbeen relied upon by the Auditors.


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ADITYA

2.08 Other Current LiabilitiesCurrent Maturities of Long Term Debt 4,21,956.00 -Advances from Customers 2,47,102.99 37,784.99Excise Duty on Closing Stock 7,83,927.00 4,17,296.00Other Liabilities-Statutory dues 11,701.00 17,174.00Due to Employees 8,83,587.00 7,28,691.00Creditors for Expenses 9,32,017.00 8,80,118.00

--------------------- --------------------- 32,80,290.99 20,81,063.99

2.09 Short Term ProvisionsProvision for Gratuity(Short term) 7,195.00 18,685.00

-------------------- -------------------- 7,195.00 18,685.00


GROSS BLOCK ACCUMULATED DEPRECIATION NET BLOCK

Description As at Additions Deduction/ As at As at For On Deduc- As at As at As at31st Mar. Adjustments 31st Mar. 31st Mar. the tion/Adju- 31st Mar. 31st Mar. 31st Mar.

2011 2012 2011 Year stments 2012 2012 2011

TANGIBLE ASSETS

Own Assets

Land 67,98,946.00 - 67,98,946.00 - - - - 67,98,946.00 67,98,946.00

Office building 34,96,065.00 - - 34,96,065.00 1,16,025.00 56,986.00 - 1,73,011.00 33,23,054.00 33,80,040.00

Buildings 82,48,750.00 1,41,289.00 - 83,90,039.00 27,65,112.00 2,78,873.00 - 30,43,985.00 53,46,054.00 54,83,638.00

Plant & Machinery 1,37,00,608.00 1,60,900.00 - 1,38,61,508.00 46,16,790.00 6,56,065.00 - 52,72,855.00 85,88,653.00 90,83,818.00

Shops 23,47,829.00 - - 23,47,829.00 2,63,909.00 38,270.00 - 3,02,179.00 20,45,650.00 20,83,920.00

Electrical Installation 7,00,694.00 - - 7,00,694.00 2,05,415.00 33,283.00 - 2,38,698.00 4,61,996.00 4,95,279.00

Office Equipment 2,40,757.00 - - 2,40,757.00 1,22,285.00 11,436.00 - 1,33,721.00 1,07,036.00 1,18,472.00

Furniture & Fixtures 13,24,076.00 - - 13,24,076.00 10,86,671.00 83,814.00 - 11,70,485.00 1,53,591.00 2,37,405.00

Weighing Scale 45,487.00 22,500.00 - 67,987.00 21,990.00 2,567.00 - 24,557.00 43,430.00 23,497.00

Vehicles 23,01,239.00 15,14,005.00 4,30,688.00 33,84,556.00 10,65,235.00 2,70,177.00 217,132.00 11,18,280.00 22,66,276.00 12,36,004.00

Computers 4,52,190.00 13,708.00 - 4,65,898.00 3,80,020.00 75,273.00 - 4,55,293.00 10,605.00 72,170.00

Borewell 1,26,794.00 - - 1,26,794.00 26,044.00 4,235.00 - 30,279.00 96,515.00 1,00,750.00

Elecrtrical Equipment 3,76,678.00 - - 3,76,678.00 56,699.00 17,892.00 - 74,591.00 3,02,087.00 3,19,979.00

Total :- 4,01,60,113.00 18,52,402.00 4,30,688.00 4,15,81,827.00 1,07,26,195.00 15,28,871.00 217,132.00 1,20,37,934.00 2,95,43,893.00 2,94,33,918.00

Previous Year 3,38,36,609.00 63,23,504.00 - 4,01,60,113.00 94,29,305.00 12,96,890.00 - 1,07,26,195.00 2,94,33,918.00

2.10 FIXED ASSETS

2.11 Long Term Loans and Advances: As at 31 March, 2012 As at 31 March, 2011(Unsecured & Considered Good unless otherwise stated)Deposits with Government 10,200.00 10,200.00Electricity Deposits 1,84,100.00 1,61,600.00Telephone Deposits 13,707.00 13,707.00Deposits with Others 2,401.00 2,401.00Other Long Term Advances 62,346.27 -

-------------------- -------------------- 2,72,754.27 1,87,908.00

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ADITYA

CURRENT ASSETS2.12 Inventories

(As taken, valued & Certified by theManagement and accepted by the Auditors)(Valued at lower of cost or net realisable value)Raw Material 3,77,48,405.00 3,76,13,097.00Finished Goods 60,11,341.00 35,11,659.00Trading Goods 30,19,440.00 42,59,749.00Scrap 5,69,490.00 6,20,085.00Tools, Dies & Consumables 55,970.00 -

-------------------- -------------------- 4,74,04,646.00 4,60,04,590.00

2.13 Trade Receivables(Unsecured & considered good unless otherwise stated)i Debts Outstanding for more than 6 months 25,03,461.99 21,26,136.46ii Other Debts 4,69,18,544.36 4,17,31,006.36

-------------------- --------------------2.14 Cash & Bank Balances 4,94,22,006.35 4,38,57,142.82

a Cash & Cash Equivalentsi Balance with Banks

- Current Account 93,098.93 52,523.12ii Cash on Hand 2,18,812.92 3,28,582.92

3,11,911.85 3,81,106.04b Other Bank Balances

- Fixed Deposits (Pledged with Banks) 7,17,879.00 6,63,861.00----------------------- -----------------------

10,29,790.85 10,44,967.042.15 Short Term Loans & Advances

(Unsecured & considered good unless otherwise stated)Advances Recoverable in Cash or in Kind for value to be receivedAdvance to Others 1,07,999.44 5,09,071.86Advance Income Tax (Net) 29,118.00 79,786.00Advance to Suppliers 5,35,433.01 -Advances to Employees 9,100.00 18,500.00Deposit with Suppliers 4,31,000.00 -MAT Credit Entitlement Account - 78,948.00Income Tax Refundable 96,975.00 17,189.00Interest Receivable 5,079.00 4,630.00Balances with Government Authorities 46,47,791.00 67,35,830.00

---------------------- ---------------------- 58,62,495.45 74,43,954.86

2.16 Other Current AssetsPrepaid Expenses 39,776.00 33,093.00

---------------------- ---------------------- 39,776.00 33,093.00


29

ADITYA

2.17 Revenue from operations Sales - Bright Bars 13,13,72,648.00 11,55,08,636.00 - Traded Steel Rounds & Bars 3,36,12,411.00 2,03,44,982.00 - Others 1,65,15,745.00 82,96,287.00

---------------------- ---------------------- 18,15,00,804.00 14,41,49,905.00---------------------- ----------------------

2.18 Other Income Interest on Deposits 65,667.00 46,259.00 Other Income 90,000.00 90,000.00

---------------------- ---------------------- 1,55,667.00 1,36,259.00

---------------------- ----------------------2.19 Cost of Materials Consumed

- Steel Bars 9,63,63,328.33 8,17,14,559.23 - Wire Rod Coil 1,80,07,723.16 95,35,962.00 - Others 4,90,271.89 29,43,302.00

---------------------- ----------------------The above materials consumed are 100% Indigenous 11,48,61,323.38 9,41,93,823.23

---------------------- ----------------------

2.20 Purchase of Stock in Trade - Traded Steel Rounds & Bars 2,97,61,293.00 2,39,60,304.80

---------------------- ---------------------- 2,97,61,293.00 2,39,60,304.80

---------------------- ----------------------

2.21 Changes in Inventories of Finished Goods and Stock in TradeOpening Stock - Scrap 6,20,085.00 1,05,830.00 - Stock in Trade 42,59,749.00 - - Finished Goods 35,11,659.00 42,19,391.00

--------------------- --------------------- 83,91,493.00 43,25,221.00

Less : Excise duty payable 4,17,296.00 4,28,579.00--------------------- ---------------------

Total (I) 79,74,197.00 38,96,642.00Closing Stock --------------------- --------------------- - Scrap 5,69,490.00 6,20,085.00 - Stock in Trade 30,19,440.00 42,59,749.00 - Finished Goods 60,11,341.00 35,11,659.00

--------------------- ---------------------Total (II) 96,00,271.00 83,91,493.00

--------------------- ---------------------Change in Inventories (I - II) (16,26,074.00) (44,94,851.00)

For the year ended For the year ended31.03.2012 31.03.2011

(Amount in Rupees)

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2.22 a. Employee Benefits ExpenseSalaries, Wages & Bonus 14,73,663.00 11,82,425.00Director's Remuneration 6,00,000.00 6,00,000.00Staff Welfare Expenses 49,746.00 47,565.00Contribution to E.S.I 49,146.00 43,969.00Gratuity 25,261.00 30,403.00Leave Encashment 16,703.00 15,400.00

------------------- ------------------- 22,14,519.00 19,19,762.00

b. The following table sets out the status of the gratuity plan(non-funded) as required under AS 15 (Revised)

b.i Statement of Profit & Loss For the year ended For the year ended31.03.2012 31.03.2011

Current Service Cost** (1,440.00) 18,685.00Interest Cost on benefit obligation 11,006.00 11,718.00Expected return on plan assets Nil -Net Actuarial (gain) / Loss recognized in the year 15,695.00 -Past Services Cost - -

Net Benefit Expenses 25,261.00 30,403.00

** Amount adjusted on account of latest actuarial valuation report

b.ii Balance SheetDetails of provision for Gratuity Changes in the present value of the definedbenefit obligation are as follows:

Particulars As at 31.03.2012 As at 31.03.2011

Opening Defined Benefit obligation 1,76,877.00 1,46,474.00Interest Cost 11,006.00 11,718.00Current Service Cost (1,440.00) 18,685.00Benefits Paid - -Actuarial (gains)/losses on obligation 15,695.00 -Closing defined benefit obligation 2,02,138.00 1,76,877.00

b.iii The principal assumptions used in determining gratuity and post employment medical benefitobligations for the company's plans are shown below:

Assumptions % %

Salary Rise 4 4

Discount rate 8 8

Attrition Rate 5 5

Av Balance Service 23.83 years


(Amount in Rupees)

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ADITYA

2.23 Financial Costs: Interest 57,18,918.00 36,09,905.00 Bank Charges 1,86,470.19 2,41,154.56 LC Discounting Charges -- 23,888.00 Finance Charges 45,992.29 20,804.00

------------------------ ------------------------ 59,51,380.48 38,95,751.56

------------------------ ------------------------ 2.24 Other Expenses:

A Manufacturing Expense :Tools, Dies & Consumables 13,55,873.00 11,05,297.00Power & Fuel 5,63,715.00 5,31,395.00Repairs & Maintenance to Plant & Machinery 2,49,810.00 1,66,377.56Material Handling Charges 60,021.00 31,320.00

------------------------ ------------------------Total (A) 22,29,419.00 18,34,389.56

------------------------ ------------------------ B Administrative & selling expenses

Postage, Telephone & Telegram 1,12,203.00 1,20,372.00 Rent 1,80,000.00 1,80,000.00 Rates & Taxes 1,08,474.00 1,03,173.00 Printing & Stationery 62,779.00 57,612.00 Travelling Expenses 2,39,735.00 1,77,241.00 Legal & Professional Charges 92,040.00 97,609.00 Loss on sale of assets 53,556.00 - Miscellaneous Expenses 4,66,572.27 4,98,994.00 Sales Tax 76,12,421.00 54,96,058.00 Repairs & Maintenance to Other Assets 4,42,038.00 1,59,085.13 Bad Debts - 1,36,090.00 ED on Finished Goods 7,83,927.00 4,17,296.00 Audit Fees 36,000.00 39,708.00

------------------------ ------------------------Total (B) 1,01,89,745.27 74,83,238.13

------------------------ ------------------------Grand total (A+B) 1,24,19,164.27 93,17,627.69

------------------------ ------------------------

2.25 Current TaxCurrent Tax 7,80,648.00 5,72,317.00Less: MAT Credit Entitlement Account 78,948.00 (78,948.00)Add: Income Tax for earlier years - 2,645.00

---------------------- ---------------------- 8,59,596.00 4,96,014.00

------------------------ ------------------------


(Amount in Rupees)

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Additional Notes on Financial Statements for the year ended 31.03.2012

2.26 Estimated amount of contracts remaining to be executed on capital account and not provided for isRs. Nil (P.y Rs.Nil )

2.27 Contingent Liabilities not provided for – Rs. NIL (PY Rs.NIL)

2.28 Auditor’s remuneration: (Amount in Rupees)

Particulars F.Y F.Y2011-2012 2010-2011

Statutory Audit Fees 24,000 26,472

Tax Audit fees 12,000 13,236

Total 36,000 39,708

Professional Charges includes a sum of Rs NIL (PY Rs 11030) toward certification charges.

2.29 Earnings per share (EPS): Earning/Loss per share in accordance with Accounting Standard20(AS-20) issued by the Institute of Chartered Accountants of India:

(Amount in Rupees)

Particulars For the year For the yearended 31.03.2012 ended 31.03.2011

Net Proft/Loss after Tax 22,15,036.87 21,27,759.72

Weighted Average no.of Eq Shares 53,50,000 51,62,329

Earning/(Loss) per share (Basic/Diluted)(Face value of each share is Rs.10/-) 0.41 0.41

2.30 Managerial Remuneration (Amount in Rupees)

Particulars For the year For the yearended 31.03.2012 ended 31.03.2011

Remuneration to Managing Director 6,00,000.00 6,00,000.00

2.31 Related party Disclosures: Disclosures as required by the Accounting Standard (AS-18) “Relatedparty Disclosures” are given here in below:

i. Names of related parties and description of relationship:

a. Associates : Jai Bapji Ispat (P) Ltd.

b. Key Management Personnel: Shri Satya Bhagwan Chachan – Managing Director

c. Relatives of Key : Smt. Usha ChachanManagement Personnel

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ADITYA

ii. Related Party Transaction: (Amount in Rupees)

Nature of Transaction Associates Key Management RelativesPersonnel of Key Total

ManagementPersonnel

Rent paid

S.B.Chachan 90,000 90,000(90,000) (90,000)

Usha Chachan - 90,000 90,000(90,000) (90,000)

Rent Received

Jai Bapji Ispat (P) Ltd 90,000 90,000(90,000) (90,000)

Remuneration -- 6,00,000 -- 6,00,000

S.B.Chachan (-) (6,00,000) (-) (6,00,000)

* Figures in brackets represent previous year figures.

2.32 The minimum lease rentals outstanding as on 31st March, 2012 in respect of the assets taken onfinance

(Amount in Rupees)

Due Total Minimum Lease Future Interest on Present Value ofPayments Outstanding Outstanding Minimum Lease

as on 31.03.2012 Payments

Within one year 4,21,956.00 92,529.44 3,29,426.56

Later than one year andnot later than five years 6,79,282.00 62,346.27 3,32,348.00

Later than five years —- —- —

Total 11,01,238.00 1,54,875.71 9,46,362.29

2.33 The company has carried out an impairment test as per ‘Accounting Standard – 28’ issued byI.C.A.I on all the assets and no provision was found to be required towards impairment of assetsfor the period ending 31st March, 2012.

2.34 The company does not have any non cancelable lease arrangements. Office premises are takenon operating lease and such lease rentals are charged to revenue on accrual basis

2.35 The company is engaged in the manufacture of single product i.e Bright Bars and its activitiesare confined to India. Hence there are no reportable segments of the Company.

2.36 Balances under the head trade receivables, long term loans & advances, short term loans &advances, trade payables and other current liabilities are subject to confirmation from the respectiveparties.

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ADITYA

2.37 Previous year figures have been regrouped/recasted/reclassified/re-arranged wherever deemednecessary to conform to current year’s classification.

2.38 Short term & Long term Loans & Advances are approximately of the value as stated, if realized inthe ordinary course of business. The provision for all known liabilities is adequate and is not inexcess of the amount considered reasonably necessary.

2.39 Amounts, due and outstanding, to be credited to Investor Education and Protection Fund as on31st March, 2012 - Nil. (p.y Nil).

2.40 Earnings/Outgoings in foreign currency:

Earnings : Rs. Nil (Previous year Nil)

Outgo : Rs. Nil (Previous year Nil)


(JITENDRA KUMAR JAIN) (S.B.CHACHAN) (SANJAY SOLANKI)Partner Chairman DirectorM.No. 18398 Managing Director


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ADITYA

ADITYA ISPAT LIMITEDRegd Office & Works : Plot No. 20, Phase V

I.D.A. Jeedimetla, Hyderabad - 500 055.

NOMINATION FORM(To be filled by individual applying singly or jointly. If jointly, only up to two persons)

FORM 2B(see rules 4CCC and 5D)

I/We ....................................................................and..........................................................the

holders of Shares bearing number (s) ...................................................................................... ofADITYA ISPAT LIMITED wish to make a nomination and do hereby nominate the following per-son in whom all rights of transfer and/or amount payable in respect of shares shall vest in the eventof my/our death.

Name and Address of Nominee * Nominee and Address of Guardian

Name : Name :

Address : Address:

Date of Birth * :( *To be furnished in case the nominee is a minor )

Details of Shareholders :

Signature : Signature :

Name : Name :

Address : Address :

Date : Date :

Details of two Witnesses :Name and Address Signature with date

1.

2.

FOR OFFICE USE ONLYNomination Registration Number :Date of Registration :Checked by :

Please see instructions overleaf

Folio No.:

36

ADITYA

(MEMBERS, HOLDING SHARES IN PHYSICAL FORM, MAY USE THIS FORM. MEMBERS,HOLDING SHARES IN ELECTRONIC FORM, MAY CONTACT THEIR CONCERNED DEPOSITORYPARTICIPANTS FOR NOMINATION.)

INSTRUCTIONS :

1. The nomination will be registered only when it is complete in all respects including the signatureof : (a) all registered holders (as per the specimen lodged with the company) and (b) thenominee.

2. The Nomination can be made by individuals only holding shares on their own behalf, singly orjointly. Non-individuals including society, trust, body corporate, partnership firm, Karta ofHindu Undivided Family, holder of power of attorney cannot nominate. If the shares are heldjointly all joint holders will sign (as per the specimen registered with the Company) thenomination form.

3. A minor can be nominated by a holder of shares and in that event the name and address ofthe guardian shall be given by the holder.

4. The nominee shall not be a trust, society, body corporate, partnership firm, Karta of HinduUndivided Family or a power of attorney holder.

5. A Non-resident Indian can be a nominee on repatriable basis.

6. Transfer of shares in favour of a nominee shall be valid discharge by the Company against thelegal heir. Whenever the Shares in the given folio are entirely transferred or transposed withsome other folio., then this nomination will stand rescinded.

7. Only one person can be nominated for a given folio.

8. Details of all holders relating to a single folio should be filled; else the request will be rejected.

9. Upon the receipt of a duly executed nomination form the company will register it and allot aregistration number. The registration number and folio number should be quoted by the nomineein all future correspondence.

10. The nomination can be varied or cancelled by executing a fresh nomination form.

11. The Company will not entertain any claims other than those of a registered nominee, unlessso directed by a Court.

37

ADITYA



PROXY FORM

Number of shares held :__________________________ Ledger folio/Depository A/c. No.:_____________________

I/We :______________________________________________ of :________________________________

in the district of ___________________________________being a membere/members of the above named

company hereby appoint_________________________of:_______________________________ in the district

of_________________________________________as my/our proxy to vote for me/us on my/our behalf at the

21st Annual General Meeting of the Company, to be held on Friday, the 28th day of September, 2012 at

10.30 A.M. at Rajasthani Graduates Association, Snatak Bhavan, 5-4-790/1, 1st Floor, Lane Opp. G. Pulla

Reddy Sweets, Abids, Hyderabad - 500 001 and at any adjournment thereof.

Signed this the________________day of________________2012.

Signature___________________NOTE :The instrument of Proxy shall be deposited at the Registered Officeof the company not less than 48 hours before the time of holding the meeting.A PROXY NEED NOT BE A MEMBER.



ADMISSION CARD

PLEASE COMPLETE THIS CARD AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL.I hereby record my presence at the 21st Annual General Meeting of the company on Friday, the 28th day ofSeptember, 2012 at 10.30 A.M. at Rajasthani Graduates Association, Snatak Bhavan, 5-4-790/1, 1st Floor, LaneOpp. G. Pulla Reddy Sweets, Abids, Hyderabad - 500 001

Share Ledger Folio No.: _____________________________No.of Shares Held___________________

Member's Name (in block letters): ________________________________________________________

Name of the Proxy (in block letters): _______________________________________________________

Member's/Proxy Signature ** to be signed at the time of handing over the slip.NOTE : Shareholders are requested to bring their Annual Reports as no arrangements will be made to giveadditional copies.

RevenueStamp

38

ADITYA

39

ADITYA

If undelivered, please return to :

ADITYA ISPAT LTD.

Regd. Office & Works :

Plot No. 20, Phase V, IDA,

Jeedimetla, Hyderabad - 500 055.

BOOK-POST

PRINTED MATTER

To

ADITYA ISPAT LIMITED · 1441.50 lakhs in the previous year and has earned net profit of Rs 32.03 lakhs before tax compared to previous year’s profit of Rs.30.87 lakhs.. There is

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