Directors Report of Ashiana Ispat Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 32^nd Annual Report on the affairs of the company together with Audited Financial Statements for the financial year ended 31st March, 2024.

1. FINANCIAL RESULTS

The standalone financial performance of the company for the financial year ended March 31, 2024 in summarized below.

Particulars	Rs. in lacs 2023-24	Rs. in lacs 2022-23
Revenue from operations	32183.60	46456.85
Other Income	263.27	96.80
Total Revenue	32446.87	46553.65
Profit/(loss) before taxes	200.11	344.43
Total Expenditure	32246.76	46209.22
Tax Expense/(Benefit)	52.93	44.72
Profit/(Loss) after Tax	147.18	299.71
Other comprehensive income	8.14	-
Earning per equity shares in Rs.	1.85	3.76

1. STATE OF COMPANY''S AFFAIRS

The Total Income of your Company for the Financial Year 2023-24 stood at Rs. 32446.87 Lakh as compared to Rs. 46553.65 Lakh of the previous Financial Year. Your Company has ended the Financial Year 2023-24 with a profit after tax from the ordinary activities of Rs.155.32 Lakh as against the previous Financial Year’s Rs. 299.71 Lakh. After taking into account your Company has carried forward an amount of Rs. 155.32 Lakh to the Balance Sheet. The Directors trust that shareholders will find the performance of the company in the coming years to be satisfactory. The Earning per share (EPS) of the company is Rs. 1.85 per share (Basic) and Diluted EPS is Rs. 1.85 per share. The raising of capital through preferential issue of shares will provide interest free working capital to the company and will reduce the financial charges. This will certainly help in enhancing the EPS of the shareholders.

2. Change in the nature of business, if any

There is no change in the nature of the business of the Company during the year.

CORPORATE GOVERNANCE:

The Company believes that good corporate governance is one of the vital tools, in directing and controlling the affairs of the Company in an efficient manner and helps in achieving the goal of maximizing value of Company’s stakeholders in a sustained manner. It recognizes Transparency, Integrity, Honesty and Accountability as core values, and the management believes that practice of each of these creates the right corporate culture fulfilling the purpose of Corporate Governance. However, it is to be recognized that Corporate Governance is not just a destination but a consistent journey to consolidate and enhance sustainable value creation to the company, by adhering to the core values. A separate section on Corporate Governance and a Certificate regarding compliance of conditions of Corporate Governance, forms part of the Annual Report as Annexure-"D".

DIVIDEND:

The directors have not recommended any dividend for the financial year 2023-24.

SHARES WITH DIFFERENTIAL RIGHTS, EMPLOYEE STOCK OPTION, SWEAT EUITYSHARES:

During the year, the company has not issued any Equity Shares with Differential Rights, Employee Stock Options and/or Sweat Equity Shares.

FIXED DEPOSITS:

During the year, your Company has not accepted any fixed deposits under the provisions of the Companies Act, 2013 and the Rules made there under.

Annual Return

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Act, the Annual return in Form MGT -7 as on March 31, 2024 is available on the Company''s website.

SECRETARIALSTANDARDS:

The Company has complied with applicable secretarial Standards.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2023-24 following changes in directorship were made:

a. During the year, Ms.Shruti Jain resigned from the office of Independent Director with effect from 15th, December 2024, for pursuing external opportunities. The Board places on record its deep appreciation for the outstanding contribution made by Ms.Shruti Jain.

b. Mr. Deepak Sharma who is a qualified Chartered Accountant has been appointed as Independent Director. His knowledge and experience would be immense beneficial for the overall functioning of the Board and the operations of the Company.

c. Directors retire by rotation:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association, Mr. Naresh Chand, Director of the Company retires by rotation at this Annual General Meeting and being eligible offer himself for re-appointment.

The following appointments to the Board are proposed:

a. Mrs. Ashita Jain: The Board of Directors, Based on the recommendation

of Nomination and Remuneration committee, appointed Mrs. Ashita Jain as an Additional Director in the category of Non- Executive non

independent Director, board recommended to appoint Mrs. Ashita Jain under Section 152 of the Companies Act 2013 in the Board meeting held on 28^thSeptember, 2023 subject to approval of Shareholders of the Company in the ensuing General Meeting.

b. Mr. Mritunjay Kumar: The Board of Directors, Based on the

recommendation of Nomination and Remuneration committee, appointed Mr. Mritunjay Kumar as an Additional Director in the category of NonExecutive non-independent Director, board recommended to appoint Mr. Mritunjay Kumar under Section 152 of the Companies Act 2013 in the Board meeting held on 31^st August, 2024 subject to approval of Shareholders of the Company in the ensuing General Meeting.

c. Mr. Kapil Aggarwal: The Board of Directors, Based on the recommendation of Nomination and Remuneration committee, appointed Mr. Kapil Aggarwal as an Additional Director in the category of Non- Executive nonindependent Director, board recommended to appoint Mr. Kapil Aggarwal under Section 152 of the Companies Act 2013 in the Board meeting held on 31^stAugust, 2024 subject to approval of Shareholders of the Company in the ensuing General Meeting.

d. Mr. Puneet Jain: The Board of Directors, Based on the recommendation of Nomination and Remuneration committee, reappointed Mr. Puneet Jain asManaging Director in the category of Executive non-independent Director, board recommended to appoint Mr. Puneet Jainin the Board meeting held on 30^th May, 2024 subject to approval of Shareholders of the Company in the ensuing General Meeting.

e. Mr. Naresh Chand: The Board of Directors, Based on the recommendation of Nomination and Remuneration committee, reappointed Mr. Naresh Chand as Whole Time Director in the category of Executive non-independent Director, board recommended to appoint Mr. Naresh Chand in the Board meeting held on 30^th May, 2024 subject to approval of Shareholders of the Company in the ensuing General Meeting.

f. Mr. Deepak Sharma: The Board of Directors, Based on the recommendation of Nomination and Remuneration committee, reappointed Mr. Deepak Sharma asIndependent Director, board recommended to appoint Mr. Deepak Sharmain the Board meeting held on 31^st August, 2024 subject to approval of Shareholders of the Company in the ensuing General Meeting.

g. Mr. Shyam Sunder: The Board of Directors, Based on the recommendation of Nomination and Remuneration committee, reappointed Mr. Shyam Sunder as Independent Director, board recommended to appoint Mr. Shyam Sunder in the Board meeting held on 31^st August, 2024 subject to approval of Shareholders of the Company in the ensuing General Meeting.

Pursuant to the provisions of section 203 of the Companies Act 2013 the KMP''s of the Company as on 31.03.2024 are:

1. Mr. Naresh Chand: Whole-time Director

2. Mr. Puneet Jain: Managing Director

3. Mrs. Anu Bansal: Whole-time Executive Director

4. Mr. Ravindra Kumar Jain: Chief Financial Officer

5. Mr. Harun Rashid Ansari: Company Secretary

LISTING WITH EXCHANGE AND LISTING FEES:

The Equity Shares of the Company are presently listed with Bombay Stock Exchange Limited (BSE). Further the Company has paid listing fees to the exchange (i.e. BSE) up to financial year 2024-25.

AUDIT REORT & AUDITORS:Audit Report

The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call forany further comments. The Auditors'' Report does contain some qualification, reservation, remark or

disclaimerfor which reply has been given in the Directors Report.

As per the provisions of Listing Regulations Auditor’s certificate on Corporate Governance forms part of this report and don’t contain any qualifications or adverse remarks. The CG Report itself explained to reconstitute of Board of Directors as per provision of Section 149 of Companies Act, 2013 and the Regulation 17 of LODR.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

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 appointed M/s Bir Shankar & Co., Company Secretaries in practice, to undertake the Secretarial Audit of the Company. "The report of the Secretarial Audit is annexed to this report as Annexure -”E". "Secretarial Auditors" report does contain some qualification, reservation, remark or disclaimerfor which reply has been given in the Directors Report.

1. The Secretarial Audit Report for the year 2023-24 is provided in ANNEXURE - E.

The qualifications made by the Secretarial Auditor and the explanation to the observations are as follows:

S.No.	QUALIFICATION	MANAGEMENT''S EXPLANATION
1.	Discrepancy noticed w.r.t	Management responsible for
	composition of the Board and late	compliance made good and
	submission under Regulation 23(9),27(2),31,33,34, and 19(1)(2) of SEBI (LODR) Regulations, 2015 and Late Submission of Financial results for quarterSeptember 2023, December 2023 and ended March 2023	paid the fine imposed by BSE.

A. STATUTORY AUDITORS

M/s. S. Singhal & Co., Chartered Accountants., Bhiwadi(Firm registration No 001526C)tendered their resignation to discontinue as the Statutory Auditor of the Company for the remaining term of their period.

Hence, in order to fill up the casual vacancy, the Company has appointed M/s. Khiwani & Co. (Firm Registration No.: 002589N) Delhi, in the Board Meeting convened on 8th March, 2024.

As required under Section 139 of the Companies Act, 2013, the Company has received a written consent from M/s. Khiwani & Co. (Firm Registration No.: 002589N), Delhi for such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made thereunder.

At the Annual General Meeting held on 06 May, 2024, the shareholders approved the ratification of appointment of M/s. Khiwani & Co, Chartered Accountants (Firm Registration No. 002589N) as the Statutory Auditor till the conclusion of 32nd Annual General Meeting.

Further it is proposed to appointment of M/s Khiwani Sood & Associates. Chartered Accountants (Firm Registration No. 040433N) from the conclusion of 32nd Annual General Meeting till the conclusion of 37th Annual Meeting at such remuneration as may be decided mutually by the Auditors and the Board of directors. The Audit Report given by M/s Khiwani & Co., Chartered Accountants hereunder is forming part of the Annual Report.

The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does contain some qualification, reservation, remark or disclaimer for which reply has been given in the Directors Report.

Auditors'' Report:

The Report of Auditors and Notes forming part of the Accounts are attached along with the Annual Report.

Comments on Statutory Auditor''s Report:

Reply to the qualifications made in Auditor''s report

S.No.	QUALIFICATION	REPLY
A. 1	Qualified opinion of statutory Auditor: Trade receivables include an amount of Rs. ?15.06 crores that have been outstanding for more than three years. This has led to a significant increase in credit risk. The company has not made any provision of Expected Credit Loss (ECL) as required under Indian Accounting Standard (Ind AS) 109, "Financial Instruments,” where an entity is required to assess and recognize impairment losses based on the expected credit loss model. In the absence of Information, we are unable to comment on the possible effect on the company. Reference is invited to note no. 4, out of the Trade Receivables as mentioned in point no.1 above, an amount of Rs. 660.80 Lakhs is receivable from companies	Receivables amounting to Rs.15.06 crores consists the amount due towards the company facing insolvency process under IBC code. In the matter of holding company NINEX DEVELOPERS LIMITED Honb''le NCLT Pronounced their order on 15.02.2024 and directed RP to handover the assets, documents, records pertaining to the Corporate Debtor to the suspended management of the Corporate Debtor forthwith. Since the Corporate Insolvency Resolution Process (CIRP) has been withdrawn, all the connected IA(s)/CA(s) stands disposed of. Management of Ninex Group who are our debtor assured that Insolvency Resolution Process (CIRP) against the others company which are about 100%subsidiary of Ninex are also likely to be withdrawn. Management have strong opinion and believe that once the insolvency process gets withdrawn the management of the corporate debtors will clear all dues with

	where proceedings under Corporate Insolvency Resolution Process (CIRP) are pending with the NCLT. The claim of the company has been admitted and accepted by NCLT.	interest. Management is in regular touch with others debtors and they are also in a process to clear the outstanding dues within shorter period.
A.2	We draw attention to Note No. 5 of the financial statements, which describes that the company has requested confirmation for the balances of Trade Payables, Trade Receivables, Loans and Advances, and Current Liabilities from the respective parties. However, as of the date of this report, the company has not received responses to these confirmation requests. As a result, we were unable to obtain sufficient appropriate audit evidence regarding these balances through external confirmations. Consequently, we are unable to verify the completeness, existence, and accuracy of these balances as reported in the financial statements. This matter was considered in determining the nature, timing, and extent of our audit procedures applied in our audit of the financial statements, and in forming our opinion on these financial statements.	For the above referred observation of the Auditors, the company provides the following clarifications: Company having more than two and half years old business relation with all our stakeholders including Debtors and Creditors. Concerned official of the Management is in regular touch with Debtors and creditors and management ensures to get Confirmation from all the Debtors and Creditors.
B	For Audit Qualification(s) where the impact is not quantified by the auditor:
1	Management’s estimation on the impact of audit qualification:	Management is of the view that both the qualified opinion land 2 of the above have no impact and hence not quantified.
2	Auditors'' comment on (i) and (ii):	Auditors have no comments thereupon.

B. COST AUDITORS:

In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year and accordingly such accounts and records are made and maintained. The Board appointed M/s. Mithlesh Gupta & Co., Cost Accountants, as cost auditors of the Company for the financial year 2023-24 at a fee of INR 30,000 plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the shareholders at the ensuing annual general meeting. The cost audit report for the financial year ended March 31, 2024 would be filed with the Central Government.

The cost audit report for the financial year ended March 31, 2023 was

filed on 10.10.2023 within prescribed timelines.

C. SECRETARIAL AUDITOR

As per the provisions of Section 204 of the Companies Act, 2013 and Rules there under, M/s Bir Shankar & Co., Practicing Company Secretary was appointed as the Secretarial Auditor of the Company for the year 2024-25.

D. INTERNAL AUDITOR

As per the provisions of Section 138 of the Companies Act, 2013 and Rules thereunder, M/s. Anil Kakar & Associates, Chartered Accountant was appointed as the Internal Auditor of the Company for the year 2024-25.

NUMBER OF BOARD MEETINGS HELD DURING THE YEAR:

The Board met 8 times duringthe financial year 2023-24, the details of which are given in corporate Governance section.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has duly constituted the Nomination and Remuneration Committee and the Stakeholders Relationship Committee comprising non-executive directors of which not less than one half of the members are independent directors. During the year 3 (Three) Nomination & Remuneration Committee Meetings and 4 (Four) Stakeholder & Relationship Committee Meetings were convened and held, the details where of are given in the Corporate Governance Report which forms part of this Annual Report.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

The Board of Directors has evaluated the performance of the Board, its Committees and the individual directors as per the Nomination and Remuneration Policy. The Independent Directors of the Company also review the performance of Non-Independent Directors of the Board.

DECLARATION BY INDEPENDENT DIRECTORS AS REQUIRED UNDER SECTION 149(7) OF THE COMPANIES ACT, 2013

All the Independent directors of the company have given their statement of declaration under Section 149(7) of the Companies Act, 2013 ("the Act”) that they meet the criteria of independence as provided in Section 149(6) of the Act, and their Declarations have been taken on record.

POLICYON DIRECTORS'' APPOINTMENT REMUNERATION

The Company strives to maintain an appropriate combination of executive, non-executive and independent Directors including at least one woman Director. The Nomination & Remuneration Committee of the Company leads the process for Board appointments in accordance with the requirements of Companies Act, 2013, listing agreement/regulations and other applicable regulations or guidelines. All the Board appointments are based on meritocracy. The potential candidates for appointment to the Board are inter alia evaluated on the basis of highest level of personal and professional ethics, standing, integrity, values and character; appreciation of the Company’s vision, mission, values; prominence in business, institutions or professions; professional skill, knowledge and expertise; financial literacy and such other competencies and skills as may be considered necessary.

In addition to the above, the candidature of an independent Director is also evaluated in terms of the criteria for determining independence as stipulated under Companies Act, 2013, listing agreement/regulations and other applicable regulations or guidelines. In case of re-appointment of Independent Directors, the Board shall take into consideration the results of the performance evaluation of the Directors and their engagement level.

The Board of Directors of the Company has adopted a Remuneration Policy for Directors, KMPs and other employees. The policy represents the overarching approach of the Company to the remuneration of Director, KMPs and other employees.

Details of loans, guarantees and investments by the Company to other body corporates or persons are given in Financial Statements/Notes to the financial statements.

MATERIAL CHANGES & COMMITMENTS:

Apart from the frequently interruption in production due to rigorous environmental policy adopted by the Government there were no others material changes, events and commitments affecting the financial position of your Company between the end of the Financial Year and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULAOTRS, COURTS AND TRIBUNALS

During the year under review, there have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 15,00,000/- (Rupees Fifteen crore) divided into 150,00,000 (OneCrore fifty laks) equity shares of Rs. 10/- (Rupees One) each. The Paid-up Share Capital of the Company is Rs. 79,648,000/- (Rupees Seven crore ninety six lakhs forty eight

thousand) divided into 7,964,800 (Seventy nine lakh sixty four thousand

eight hundred) equity shares of Rs. 10/- (Rupees One) each. Further, there is no change in Authorized Share Capital and Paid-up Share Capital of the Company during the financial year under review.

Management Discussion and Analysis:

Management Discussion and Analysis comprising an overview of the financial results, operations / performance and the future prospects of theCompany form part of this Annual Report.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in AIL through various interventions and practices. The Company has complied with provisions

relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company believes in prevention of harassment of employees as well as contractors. During the yearended 31 March, 2024, no complaints pertaining to sexual harassment were received.

RELEVANT EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9, as required under the provisions of the Companies Act, 2013, forms an integral part of Board Report. Form MGT-9 is available on the website of the Company and can be accessed at www.ashianaispat.in.

Auditor''s certificate on Corporate Governance

As per the provisions of Listing Regulations Auditor’s certificate on Corporate Governance forms part of this report and don’t contain any qualifications or adverse remarks related to compliance with the conditions/provisions of corporate governance.

RELATED PARTY TRANSACTIONS:

The Board has adopted a policy to regulate the transactions of the Company with its related parties. As per policy, all related party transactions require approval as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations. The said policy is available on the Company’s website viz. www.ashianaispat.in.

VIGIL MECHANISM:

The Company has in place a whistleblower policy, to support the Code of Business Ethics. This policydocuments the Company’s commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected fraud or any violation of Company’s Code of Business Ethics at a significantly senior level without fear of intimidation or retaliation.

Individuals can also raise their concerns directly to the chairman of the Audit Committee of the Company. Any allegations that fall within the scope of the concerns identified are investigated and dealt with appropriately. Further, during the year, no individual was denied access to the Audit Committee for reporting concerns, if any. The details of establishment of vigil mechanism for Directors & employees to report genuine concerns are available at the website of the Company viz. www.ashianaispat.in.

INTERNALFINANCIAL CONTROLS AND ITS ADEQUACY:

AIL continuously invests in strengthening its internal control processes. The Company has put in place an adequate system of internal financial control commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of its business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies.

FAMILIARISATION PROGRAM FOR DIRECTORS:

The Company provides an orientation and business overview to all its new Directors and Independent Directors and provides materials and briefing sessions periodically which assists them in discharging their duties and responsibilities. The Directors of the Company are also informed of the important developments in the Company and Industry. Directors are fully briefed on all business related matters, and new initiatives proposed by the Company and updated on changes and developments in the domestic & global corporate and industry scenario. The detail of the familiarisation program for Directors is available on the website of the Company viz. www.ashianaispat.in.

CHANGES IN CAPITAL STRUCTURE:

During the year, there was no change in the Capital Structure of the Company.

Board of Directors of your company has decided to introduce Equity capital by issue of Equity shares on preferential basis to identified person. This infusion of capital will be made in accordance with SEBI (ICDR) Regulations, 2015. This investment is a reflection of management conviction that it will create a longer term positive impact on the overall growth of the Company which will ultimately build the confidence of ourstakeholders. This steps will reduce the interest burden on the company and ultimately pay-out ratio to shareholders will increase. It was further decided to declare interim dividend/ final dividend to

shareholders on regular basis.

COMMITTEES:

The various Committees, as required by the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been constituted/ reconstituted amongst members of the Board. The composition of the various committees as on 31.03.2024 is as under:

Sr. No.	Name of Committee	Members
1.	Audit Committee	Mr. Deepak Sharma Mr. Manoj Kumar Ms.Anu Bansal
2.	Nomination and Remuneration Committee	Mr. Deepak Sharma Mr. Manoj Kumar Ms.Ashita Jain
3.	Stakeholders Relationship Committee	Mr. Deepak Sharma Mr. Manoj Kumar Mr. Naresh Chand

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure-"F" to this report.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure-"G" to this report and forms part of this report.

DIRECTORS'' RESPONSIBILITYSTATEMENT:The Directors would like to assure the Members that the financial

statements for the year under review conform in their entirety to the

requirements of the Companies Act, 2013.

The Directors confirm that:

• In the preparation of the annual accounts/financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures;

• Appropriate accounting policies have been selected and applied

consistently and have madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the

Company as at 31st March, 2024 and of the profit/loss of the Company for

the yearended on 31st March, 2024;

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

• The annual accounts/financial statements have been prepared on a going concern basis.

• That Internal financial controls were laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively.

• Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has adopted Corporate Social Responsibility initiatives and focuses on key areas as education, healthcare etc., in accordance with the provisions of the relative Act and rules made thereunder. The Corporate Social Responsibility Committee consists of Sh. Naresh Chand (Chairman), Mr. Deepak Sharma and Sh. Puneet Jain. The Board of Directors on recommendation of the CSR Committee has formulated the CSR policy of the Company. The CSR activities of the Company are implemented in accordance with the core values viz. protecting stakeholder interests, proactive engagement with the local communities and striving towards inclusive development. The CSR activities are focused on the following five broad themes with goals to improve overall socio economic indicators of

Company’s area of operation:

• To eradicate Extreme hunger and Poverty

• Promoting healthcare, sanitation and making safe drinking water available;

• Employment enhancement through training and vocational skill development;

• Income enhancement through farm based and other livelihood opportunities;

• Promoting education and sports; and

• Ensuring sustainable environment.

The annual report on CSR containing particulars specified in Companies (CSR Policy) Rules, 2014 is given in Annexure "H". The CSR policy of the Company is also placed on the website of the Company viz.

www.ashianaispat.in.

ACKNOWLEDGEMENTS:

Your Directors express their gratitude to the Company’s vendors, customers, Banks, Financial Institutions, Shareholders & society at large for their understanding and support. Finally, your Directors acknowledge the dedicated services rendered by all employees of the company.

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty Third Annual Report of your Company along with the Audited financial statements for the financial year-ended 31st March, 2015.

Financial results: Rs. In lacs

Sl. No. Particulars 2014-2015 2013-2014

1 Gross Sale 29909.97 29699.68

2 Profit before 1046.11 1047.08 Depreciation interest and Tax

3 Interest 600.76 605.45

4 Depreciation 152.55 157.00

5 Profit/ (Loss) for 292.80 284.63 the year before tax

6 Balance (Cr.) 1641.16 1421.43 brought forward from the previous year

7 Balance (Cr.) 1831.48 1641.16 carried forward to the Balance Sheet

OPERATIONS

During the year under review, your Company has recorded revenue of Rs. 29909.97 Lacs thereby showing an increase by 0.71%. Because of the increase in revenues, PbT registered a significant growth and remain at Rs. 292.80 Lacs. However, PAT showed a decline by 9.43%.

The financial year 2014-15 has been quite a successful year for the company as far as revenues are concerned. The increase in revenues showed rising demand for steel. The factors which contributed for a better market for steel includes an estimated infrastructure investment of nearly a trillion dollars, a projected growth of manufacturing from current 8% to 11-12%, increase in urban population to 600 million by 2030 from the current level of 400 million and emergence of the rural market.

DIVIDEND

Keeping in view the future fund requirements of the company for achieving the long term growth objectives, the Board of Directors has not recommended any dividend and transferred all the distributable profit to the general reserve account of the company.

Responsibility Statement:

The Directors confirm that:

* In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and that there are no material departures from the same,

* 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 as on 31st March, 2015 and of the profit of the Company for that period.

* the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* the Directors have prepared the annual accounts on a going concern basis;

* 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; and

* the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation

In accordance with the relevant provisions of the Act, Mr. Puneet Jain, Director of the Company retire by rotation at the ensuing Annual General Meeting (AgM) and being eligible has offered himself for re-appointment.

Inductions:

During the year, the Board of Directors appointed Mrs. Shruti Jain as an Additional Director with effect from 20.03.2015, to hold office up to the date of forthcoming Annual General Meeting. Being eligible, Mrs. Shruti Jain offered herself to be appointed as the Independent Director of your company.

Board also appointed Mr. Naman Jain as a Non-executive, Additional Director, on the recommendation of nomination and remuneration committee, thus making total of 10 members on the Board as on 31st March 2015, out of which 5 are independent directors. The Company had received a notice in writing from a member along with a deposit of Rs 100,000 (Rupees One lakh only) proposing the candidature of Mr. Naman Jain for the office of Director of the Company liable to retire by rotation.

The Board periodically reviews its composition for determining any change in the size and structure.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years, but shall be eligible for reappointment on passing of an ordinary resolution by the Company and shall not be liable to retire by rotation. All other Directors, except the Managing Director, will retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-election.

The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013.

The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees forms part of this Annual Report as Annexure-A.

The Company has formulated a policy for performance evaluation of Independent Directors.

AUDITORS

A. STATUTORY AUDITORS

M/s. S. Singhal & Company, Chartered Accountants (ICAI Reg. No. 001526C) are proposed to be appointed as Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every AGM held after the ensuing AGM.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written Consent from S. Singhal & Company, Chartered Accountants, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 141 of the Companies Act, 2013 and the rules made there under, as may be applicable.

B. COST AUDITOR

The Board has appointed M/s Sanjay Garg & Co., Cost Accountants as cost auditors of the Company for the financial year 2015-16.

C. SECRETARIAL AUDITOR

M/s Bir Shankar & Co., Practicing Company Secretary was appointed as the Secretarial Auditor of the Company for the year 2014-15.

The Board has appointed M/s Bir Shankar & Co., Practising Company Secretary to conduct secretarial audit for the financial year 2015-16.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Your company is doing is best efforts to give high priority to energy conservation by opting for more power efficient replacements.

Particulars of Energy Conservation/ Technology Absorption and Foreign Exchange earnings and out go as per Section 134(3)(m) of Companies Act, 2013 are given as an Annexure-B to this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the remuneration and other details is being annexed to this report as Annexure-C

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a separate part of this report.

CORPORATE GOVERNANCE

The Company is committed to adhere to the best practices of corporate governance requirements as set out under Clause 49 of the listing agreement. This is ensured by taking business decisions in conformity with ethical standards and conducting business

The report on corporate governance as stipulated under clause 49 of the listing agreement with the stock exchange forms an integral part to the Annual Report.

The certificate from the Auditors confirming compliance with the provisions of Corporate Governance has been attached with the report on Corporate Governance

In terms of the Clause 49 of the listing Agreement a certificate of the CEO, inter alia, complying the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said clause, is also enclosed as a part of the report.

CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's length. All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis.

No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

MEETINGS OF THE BOARD

The Board met six times during the year, details of which are given in Corporate Governance Report forming part of this Annual Report. The gap between the meetings is as per the provisions of Companies Act, 2013.

AUDIT COMMITTEE

The Audit Committee is comprised of Independent Directors viz. Sh. T.C. Kansal, Sh. R.P. Bansal and Sh. Rajesh Kumar Pal as members. All recommendations made by the Audit Committee were accepted by the Board.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS

Details of loans, guarantee or investments made by your Company under Section 186 of the Companies Act, 2013 during the financial year 2014-15 are appended as Annexure-D to this Report

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration u/s 149(7) of the Companies Act, 2013 from Independent Director confirming they meet the criteria of independence as prescribed under Companies Act, 2013 and Clause 49 of the Listing Agreement.

VIGIL MECHANISM

The Company has established a vigil mechanism, incorporating a whistle blower policy in lines with the Clause 49 of the Listing Agreement in order to protect the interest of the employees and executives in reporting their grievances in a protected manner. It also provides for the protection against victimization of directors and employees who avail the mechanism and allows direct communication with the Chairperson of the Audit Committee, in certain exceptional circumstances. The policy on vigil mechanism may be a c c e s s e d o n t h e C o m p a n y ' s w e b s i t e www.ashianaispat.in/c orporategovernance/policies

EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return is being annexed with this Report as Annexure-E

AUDITORS' REPORT- OBSERVATION OF THE AUDITORS IN THE ANNUAL ACCOUNT

The observations of the Auditors in the Auditors' report on the accounts of the Company together with the Notes to Accounts are self-explanatory and, therefore, do not call for any further explanation, in the opinion of Directors.

SECRETARIAL AUDIT REPORT

The secretarial audit report confirms that the Company has complied with all the relevant provisions of the Companies Act, 2013, Listing Agreement with the Stock Exchange and other necessary compliances under various Acts, in so far as applicable to the Company. The report does not contain any qualifications, reservation or adverse remark.

The secretarial audit report forms part of this report and attached as Annexure-F.

ACKNOWLEDGEMENT:

Your Directors would like to place their deep appreciation of the devoted services of the loyal workers, executives and other staff of the Company who have contributed in every possible measure towards consistent growth of the Company. The Directors are also thankful to the Bankers- State Bank of Bikaner & Jaipur, investors, customers for their continued support during the year.

For and on behalf of the Board For Ashiana Ispat Limited

(Naresh Chand) (Neeraj Kumar Jain) Managing Director Whole Time Director DIN:00004500 DIN:01335390

Place: Bhiwadi Date: 30.05.2015

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Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the Twenty Second Annual Report of your Company along with the Audited Accounts for the financial year-ended 31 st March, 2014.

Financial results: Rs. In lacs

SI. Particulars 2013-2014 2012-2013 No.

1 Gross Sale 29699.68 30194.51

2 Profit before 1047.08 773.47 Depreciation interest and Tax

3 Interest 605.45 621.92

4 Depreciation 157.00 139.41

5 Profit/ (Loss) for 284.63 12.14 the year before tax

6 Balance (Cr.) 1421.43 1410.91 brought forward from the previous year

7 Balance (Cr.) 1641.16 1421.43 carried forward to the Balance Sheet

OPERATIONS

During the year under review, your Company has recorded revenue of Rs. 29699.68 Lacs thereby showing a decrease by 1.64%. Despite of the decrease in revenues, PBT and PAT registered a significant growth and remain at Rs. 284.63 Lacs and Rs. 219.73 Lacs respectively.

The year 2013-14 was a challenging year for steel industry because of uncertain economic environment at domestic as well as global level. Despite these constraints, the company performed reasonably well. Profitability of the Company showed a robust growth mainly because of the smooth functioning of the Company which can be seen in the overall cut-off in the expenditures.

While steel continues to have a stronghold in traditional sectors such as construction, housing and ground transportation, special steels are increasingly used in engineering industries such as power generation, petrochemicals and fertilisers.

DIVIDEND

Keeping in view the future fund requirements of the company for achieving the long term growth objectives, the Board of Directors has not recommended any dividend and transferred all the distributable profit to the general reserve account of the company.

Responsibility Statement:

The Directors confirm that:

* In the preparation of the accounts, the applicable accounting standards have been followed and that no material departures have been made from the same,

* They 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 as on 31st March, 2014 and of the profits of the Company for that period.

* They have 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; and

* They have prepared the annual accounts on going concern basis.

CAPITAL STRUCTURE:

During the year under review, the share capital of your company remained unchanged.

FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non- Banking NonFinancial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Retirement by Rotation

Mr. Neeraj Kumar Jain, liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment. The proposals regarding their re-appointment as Directors are placed for your approval.

Mr. Neeraj Kumar Jain has a rich experience of 27 years in steel industry. His presence on the Board is immense beneficial for the company in long run. His association with the Company helped it to make a brand name of the Company in the market.

Reappointment of Mr. Sanjay Kumar Jain as Whole Time Director:

Mr. Sanjay Kumar Jain has been on the Board since May 1997. His Contribution to the company has been invaluable. The Company has been benefitting significantly from his experience and vision.

Nomination and Remuneration committee has recommended his reappointment for a further period of Five years on such terms and conditions as given in the Notice of the ensuing Annual General Meeting of the company. Appointment of Independent Directors:

In accordance with the provisions of Section 149 of the Companies Act, 2013, your Board of Directors are seeking the appointment of Mr. Ram Kumar Garg, Mr. T.C. Kansal, Mr. Rajinder Prasad Bansal and Mr. Rajesh Kumar Pal in the ensuing Annual General Meeting as Independent Directors for 5 consecutive years for a term up to the conclusion of the 27th Annual General Meeting of the Company in the Calendar year 2019.

The Company has received Notices under Section 160 of the Companies Act, 2013 from members signifying their intention to propose Mr. Ram Kumar Garg, Mr. T.C. Kansal, Mr. Rajinder Prasad Bansal and Mr. Rajesh Kumar Pal as a candidate for the office of Independent Director at the ensuing Annual General Meeting. The Company has also received the requisite disclosures/declarations from Mr. Ram Kumar Garg, Mr. T.C. Kansal, Mr. Rajinder Prasad Bansal and Mr. Rajesh Kumar Pal under Section 149 and other applicable provisions of the Companies Act, 2013.

Profile of all these Directors has been given as in the Explanatory Statement to the Notice of the ensuing Annual General Meeting of the Company.

AUDITORS

M/s. S. Singhal & Company, Chartered Accountants, Bhiwadi bearing ICAI Registration No 001526C are proposed to be appointed as Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every AGM held after the ensuing AGM.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written Consent from M/s. S. Singhal & Company, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 141 of the Companies Act, 2013 and the rules made there under, as may be applicable.

COST AUDITOR

The Company has appointed M/s Sanjay Garg & Co., Cost Accountants as cost auditors of the Company for the financial year 2014-15. DEPOSITORY SYSTEM M/s. Link Intime India Private Limited (old name- M/s. Intime Spectrum Registry Limited), 44, Community Centre, Naraina Industrial Area, Phase-I, Near PVR Cinema, New Delhi-110028, Ph-011-41410592-94, as per SEBI Guidelines has been working as share transfer agent. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION Your company is doing is best efforts to give high priority to energy conservation by opting for more power efficient replacements.

Ashiana continues to work towards implementation of strategies to mitigate the climate change by adopting energy efficient methods.

The energy consumption of Manufacturing units are monitored periodically and corrective steps are taken immediately to utilize the energy in the most optimal manner.

Particulars of Energy Conservation/ Technology Absorption and Foreign Exchange earnings and out go as per Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as an Annexure-A to this report. PARTICULARS OF EMPLOYEES Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975, are not applicable because none of the Directors or employees of the Company getting remuneration exceeding the limit prescribed therein.

CORPORATE SOCIAL RESPONSIBILITY:

Over the years, we have been striving to achieve a fine balance of economic, social and environmental imperatives. Our Corporate social responsibility is not just related to philanthropic practices but also extends to overall sustainable and holistic development. Your Company has been associated with Mahaveer International, a premier social organization with an aim to make the Capital Delhi free from Cataract.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report.

DEMATERIALISATION OF SHARES:

39.79 % of the company''s paid up Equity Share Capital is in dematerialized form as on March 31st, 2014 and balance 60.21 % is in physical form.

The Company''s Registrars are M/s. Link Intime India Pvt. Ltd. 44, Community Centre, Naraina Industrial Area, Phase-I, Near PVR, New Delhi-110028.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2014-2015 to BSE, where the Company''s Shares are listed. THE CORPORATE GOVERNANCE CODE The Company endeavors to maintain the best policies of Corporate Governance and also adhere to the corporate governance requirements set out by SEBI.

A separate section on corporate Governance Report and requisite certificate from the Auditors of the company conforming compliance with the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchange is attached to the Annual Report.

In terms of sub-clause (v) of the Clause 49 of the listing Agreement a certificate of the CEO, inter alia, complying the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said clause, is also enclosed as a part of the report.

ACKNOWLEDGEMENT:

Your Directors wishes to place their deep appreciation of the devoted services of the loyal workers, executives and other staff of the Company who have contributed in every possible measure towards the performance and the Company''s inherent strength. The Directors are also thankful to the Bankers State Bank of Bikaner & Jaipur and Shareholders'' appreciation of the managements'' efforts at the General Meetings of the Company which helps to strive for better performance year after year.

For and on behalf of the Board Place: Bhiwadi For Ashiana Ispat Limited Date: 30.05.2014

Sd/- Sd/- (Naresh Chand) (Neeraj Kumar Jain) Managing Director Whole Time Director

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Mar 31, 2012

The Directors are pleased to present the Twentieth Annual Report of your Company along with the Audited Accounts for the financial year-ended 31stMarch, 2012.

STANDALONE FINANCIALS;

Rs. in lacs

SI.Particulars 2011- 2010- 2012 2011

Gross Sale 29946.37 28409.86

Profit before 1041.12 867.62

I Depreciation interest and Tax 144.69 133.58

Profit/ (Loss) for I353.13 347.85 the year before tax _

Balance (Cr.) 1182.55 952.42

brought forward from the Previous year

February, 2011 amended the existing Schedule VI to the Companies Act, 1956. The Revised Schedule VI is applicable from financial year commencing from 1st April, 2011. The financial statements of your Company for the year ended 31st March, 2012 have been prepared in accordance with the Revised Schedule VI and accordingly, the previous year's figures have been reclassified/ regrouped to conform to this year's classification.

OPERATIONS

During the year under review, your Company has exceeded expectations and recorded a robust financial performance with revenue growth of 5.27 % to Rs. 30055.08 Lacs, PBT

growth of 1.52% to Rs. 353.13 Lacs and PAT growth of 2.32% to Rs. 238.11 Lacs.

Despite of the economic recession your Company has set new milestones and Turnover volume touched all time high record Rs. 30055.08 Lacs (previous year Rs. 28551.27 lacs). Higher productivity has been accompanied by strong focus on cost control and better market pricing, increased market share in addressable markets and turnover incentive to dealers and distributors. Being a core sector, steel industry reflects the overall economic growth of an economy in the long term.

On account of thrust on infrastructure development the demand and prices of restructure bar see better future ahead. While steel continues to have a stronghold in traditional sectors such as construction, housing and ground transportation, special steels are increasingly used in engineering industries such as power generation, petrochemicals and fertilisers.

DIVIDEND

Keeping in view the current economic scenario and future fund requirements of the company for achieving the long term growth objectives, the Board of Directors has not recommended any dividend and transferred all the distributable profit to the general reserve account of the company.

CAPITAL STRUCTURE:

During the year under review, the issued share capital of your company remained unchanged.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non- Banking Non- Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Retirement by Rotation

Mr. T. C. Kansal and Mr. Rajesh Kumar Pall, Directors, liable to retire by rotation at the forthcoming Annual General Meeting and being

eligible, offer themselves for re-appointment. The proposals regarding their re-appointment as Directors are placed for your approval.

Mr. T. C. Kansal is specialized in operations process improvement, cost and spend rationalization, and enhanced resource utilization. During his carrier he has been associated with iron and steel industry in different capacities.

Mr. Rajesh Kumar Pal having more than 10 years experience of iron and steel industry.

Their presence on the Board is immense beneficial for the company in long run.

AUDITORS

M/s. S. Singhal & Co., Chartered Accountants, of Bhiwadi, Alwar, Rajasthan, Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors' if approved.

COST AUDITOR:

Your Board has appointed M/s. R.S. Roy as Cost Auditor for the financial year ended

31.03.2012 pursuant to the direction from the Ministry of Corporate Affairs, Government of India.

DEPOSITORY SYSTEM

M/s. Link Intime India Private Limited ( old name- M/s. In time Spectrum Registry Limited), A-40,2nd Floor, Naraina Industrial Area, Phase-

II, Near Batra Banquet Hall, New Delhi-110028, Ph-011-41410592-94, as per SEBI Guidelines has been working as share transfer agent.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The scope of energy conservation in our industry is limited. However, your company is doing is best efforts to give high priority to energy conservation by opting for more power efficient replacements.

Every effort is made by the company to update the technical skills of every employee for smooth functioning of the operations and to successfully achieve the desired growth objective.

Particulars of Energy Conservation/ Technology Absorption and Foreign Exchange earnings and out go as per Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as an Annexure to this report. (Annexure-i)

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217(2A) of the Companies Act,1956 read with the Companies (Particulars of employees) Rules 1975, are not applicable because none of the Directors or employees of the Company getting remuneration exceeding the limit prescribed therein.

CORPORATE SOCIAL RESPONSIBILITY:

Committed to enhancing prosperity as a responsible corporate Ashiana is fully aware of its responsibility towards planet earth and society and has focused on ensuring health services to its external community. It has been associated with Mahaveer International, a premier social organization with an aim to make the Capital Delhi free from Cataract.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report.

DEMATERIALISATION OF SHARES:

33.43 % of the company's paid up Equity Share Capital is in dematerialized form as on March 31st, 2012 and balance 66.57 % is in physical form.

The Company's Registrars are M/s. Link In time India Pvt. Ltd. A-40, 2nd Floor, Naraina Industrial Area, Phase-II, New Delhi-110028.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2012-2013 to BSE, where the Company's Shares are listed and is in the process to get the shares delisted from the Magadh Stock Exchange Association Limited, Patna, The Delhi Stock Exchange Association Limited, Delhi, and the Jaipur Stock

Exchange Limited, Jaipur.

THE DIRECTOR'S RESPONSIBILITY STATEMENT (UNDER SECTION 217 (2AA) OF COMPANIES ACT, 1956)

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statement in terms of Section 217 (2AA) of the Companies Act, 1956.

1. That in the preparation of the Annual Accounts for the year ended 31st March, 2012 the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any

2. That such accounting policies as mentioned in Notes on Accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the State of affairs of the Company at the Financial year 31st March,2012 and of the profit of the Company for that year.

3. That proper and sufficient care has been taken for 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.

4. That the Annual Accounts for the year ended 31st March, 2012 has been prepared on a going concern basis.

CORPORATE COMMUNICATION

The Company endeavors to promote communication, both external and internal, for the purpose of effectively communicating with its stakeholders and also for brand building of the organization. We have successfully upheld the confidence of our stakeholders by proactively sharing the company' achievements by utilizing the media innovatively.

The external communication is maintained through :

1. Ensuring publication of advertisements in major dailies.

2. Periodical Maintainance and updation of company' website featuring current updates

about company' functioning.

3.Printing and publication of brochures, annual report

THE CORPORATE GOVERNANCE CODE

The company has adopted the best possible corporate governance norms and it has been our endeavor to comply to the changing norms.

A separate section on corporate Governance and a certificate from the Auditors of the company regarding compliance of conditions of corporate as stipulated under clause 49 of the listing agreement with the stock exchange form part of the Annual Report.

In terms of sub-clause (v) of the Clause 49 of the listing Agreement a certificate of the CEO, inter alia, complying the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said clause, is also enclosed as a part of the report.

AUDITORS' REPORT- OBSERVATION OF THE AUDITORS IN THE ANNUAL ACCOUNT

The observations of the Auditors in the Auditors' report on the accounts of the Company together with the Notes to Accounts are self-explanatory and, therefore, do not call for any further explanation, in the opinion of Directors.

COST AUDITORS' REPORT-

The observations of the Cost Auditors in the their report are self-explanatory and, therefore, do not call for any further explanation, in the opinion of Directors.

INSURANCE:

All the insurable interests of your Company including buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

CEO CERTIFICATION:

Managing Director and Manager Finance & Accounts have certified to the Board that:

1. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

(a) These statements do not contain any

materially untrue statement or omit any material fact contain statements that might be misleading.

(b) These statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transaction entered into by the Company during the year, which are fraudulent, illegal or volatile of the company's code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to the financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in design or operation of internal controls, if any, of which they are aware and the steps they have taken or propose to take rectify these deficiencies.

4. We have brought in notice to the auditors and the Audit Committee all the material transaction, which have substantial effect on the financial health of the company

ACKNOWLEDGEMENT:

Your Directors wishes to place their deep appreciation of the devoted services of the loyal workers, executives and other staff of the Company who have contributed in every possible measure towards the performance and the Company's inherent strength. The Directors are also thankful to the Bankers State Bank of Bikaner & Jaipur and Shareholders' appreciation of the managements' efforts at the General Meetings of the Company which helps to strive for better performance year after year.

Place: Bhiwadi

Date: 31.07.2012 For and on behalf of the Board For Ashiana Ispat Limited

Sd/- Sd/- (Sukhbir Singh Jain) (Mr. Naresh Chand) Chairman Managing Director

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Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the Nineteenth Annual Report of your Company along with the Audited Accounts for the financial year-ended 31stMarch, 2011.

FINANCIAL RESULTS:

SI. Particulars 2010 2009 No. 2011 2010

1. Gross Sale 28409,86 120935.94

2. Profit before 1867.62 817.89 Depreciation interest and Tax

3. Interest 1386.79 1370797

4. Depreciation 133.58 123.69

5. Profit/ (Loss) for 347.85 323.23 the year before tax

6. Balance (Cr.) 952.42 746.76 brought forward from the previous year

7. Balance (Cr.) 1181.02 952.42 carried forward to the Balance Sheet

OPERATIONS

During the year under review, your Company has exceeded expectations and recorded a robust financial performance with revenue - growth of 35.70% to Rs. 28, 409.86 Lacs, PBT growth of 7.62% to Rs. 347.85 Lacs and PAT growth of 9.53% to Rs. 231.18 Lacs. Despite of the economic recession your Company has set new milestones and Turnover volume touched all time high record Rs. 28,409.86 Lacs (previous year Rs. 20935.93 lacs). Higher productivity has been accompanied by better utilization of limited resources and better logistics management, increased market share in addressable markets and turnover incentive to dealers and distributors. On account of thrust on infrastructure development and promotion of housing sector including participation through foreign direct investments, the demand and prices of restructure bar see better future ahead.

DIVIDEND:

The Board of Directors has not recommended any dividend and transferred all the distributable profit to the general reserve account of the company.

CAPITAL STRUCTURE: During the year under review, the share capital of your company remained unchanged. FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non- Banking Non- Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975 DIRECTORS Retirement by Rotation : Mr. Sanjay Kumar Jain and Mr. Rajender Prasad Bansal, Directors, liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The proposals regarding their re-appointment as Directors are placed for your approval.

Mr. Sanjay Kumar Jain is specialized in operations process improvement, cost and spend retionalization, and enchaced resource utilization During his carrier he has been associated with iron and steel industry in different capacities. Presently he is looking after the production and ensuring the production of high quality iron rod.

Mr.Rajender Prasad Bansal having more than 30 years experience of iron and steel industry. His presence on the Board is immense beneficial forthe company in long run. AUDITORS

M/s. S. Singhal & Co., Chartered Accountants, of Bhiwadi, Alwar, Rajasthan, Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors' if approved. DEPOSITORY SYSTEM: M/s. Link In time India Private Limited ( old name- M/s. Intime Spectrum Registry Limited), A-40,2"d Floor, Naraina Industrial Area, Phase-II, Near Batra Banquet Hall, New Delhi-110028, Ph-011-41410592-94, as per SEBI Guidelines has been working as share transfer agent. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION Particulars of Energy Conservation/ Technology Absorption and Foreign Exchange earnings and out go as per Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as an Annexure to this report. Annexure-A PARTICULARS OF EMPLOYEES Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975, are not applicable because non of the Directors or employees of the Company getting remuneration exceeding the limit prescribed therein. CORPORATE SOCIAL RESPONSIBILITY: Committed to enhancing prosperity as a responsible corporate, Ashiana focuses on health services to its external community. It has been associated with Mahaveer International, a premier social organization having aim to make the Capital Delhi free from Cataract.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report. DEMATERIALISATION OF SHARES: 33.06 % of the company's paid up Equity Share Capital is in dematerialized form as on March 31st, 201 land balance 66.94 % is in physical form.

The Company's Registrars are M/s. Link Intime India Pvt. Ltd. A-40, 2nd Floor, Naraina Industrial Area, Phase-II, New Delhi-110028. LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the year 2011-2012 to BSE, where the Company's Shares are listed and in the process to get the shares delisted from the Magadh Stock Exchange Association Limited, Patna, The Delhi Stock Exchange Association Limited, Delhi, and the Jaipur Stock Exchange Limited, Jaipur. THE DIRECTOR'S RESPONSIBILITY STATEMENT (UNDER SECTION 217 (2AA) OF COMPANIES Act, 1956.) To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statement in terms of Section 217 (2AA) of the Companies Act 1956. 1. That in the preparation of the Annual Accounts for the year ended 31st March, 2011 the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any

2. That such accounting policies as mentioned in Notes on Accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the State of affairs of the Company at the Financial year 31st March,2011 and of the profit of the Company forthat year.

3. That proper and sufficient care has been taken for 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.

4. That the Annual Accounts for the year ended 31st March, 2011 has been prepared on a going concern basis.

THE CORPORATE GOVERNANCE CODE The company has adopted the best possible corporate governance norms and it has been our Endeavour to comply upgrade to the changing norms.

A separate section on corporate Governance and a certificate from the Auditors of the company regarding compliance of conditions of corporate as stipulated under clause 49 of the listing agreement with the stock exchange form part of the Annual Report. In terms of sub-clause (v) of the Clause 49 of the listing Agreement a certificate of the CEO, inter alia, complying the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said clause, is also enclosed as a part of the report.

AUDITORS' REPORT- OBSERVATION OF THE AUDITORS IN THE ANNUAL ACCOUNT

The auditors' report on the accounts of the

Company is self-explanatory.

CEO CERTIFICATION:

Managing Director and Manager Finance &

Accounts have certified to the Board that:

1. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

(a) These statements do not contain any materially untrue statement or omit any material fact contain statements that might be misleading.

(b) These statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transaction entered into by the Company during the year, which are fraudulent, illegal or volatile of the company's code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to the financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in design or operation of internal controls, if any, of which they are aware and the steps they have taken or propose to take rectify these deficiencies.] 4. We have brought in notice to the auditors and the Audit Committee all the material transaction, which have substantial effect on the financial health of the company ACKNOWLEDGEMENT: The Company places on record its deep appreciation of the devoted services of the loyal workers, executives and other staff of the Company who have contributed in no small measure to the performance and the Company's inherent strength. Grateful thanks are also due to the our Bankers State Bank of Bikaner & Jaipur and Shareholders' appreciation of the managements' efforts at the General Meetings of the Company and otherwise, is a great fillip to strive for better performance year after year.

For and on behalf of the Board of Directors

Place: Bhiwadi Date: 10.08.2011 Sd/-

(Sukhbir Singh Jain) Chairman

---

Mar 31, 2010

The Directors are pleased to present the Eighteenth Annual Report of your Company along with the Audited Accounts for the financial syear-ended 31-March, 2010.

Financial results:

Sl. No. Particulars 2009-2010 2008-2009

1 Gross Sale 20935.93 23444.37

2 Profit before Depreciation

interest and Tax 845.87 783.42

3 Interest 398.95 364.31

4 Depreciation 123.69 115.85

5 Profit/ (Loss) for the year

before tax 323.23 303.27

6 Balance (Cr.) brought forward from the

previous year 746.76 543.00

7 Balance (Cr.) carried forward to the

Balance Sheet 952.42 746.76

DIVIDEND:

The Board of Directors has not recommended any dividend and transferred all the distributable profit to the general reserve account of the company.

Performance of the Company:

Your company increased profit 6.58% to Rs. 323.23 Lacs in the financial year ended March 31,2010, compared to Rs.303.27 lac last financial year. Careful Attention to cost control has increased PBT by 6.58% while experiencing a revenue decline of 10.70% over the 2009 fiscal year. Extended rolling-forecasts from some of our major customers are showing some recovery in demand from the recent low- point and, with help from better quality of our products; we expect to return to Ashianas traditional growth mode.

SHIFTING OF CORPORATE OFFICE:

During the year , the corporate office of the company was shifted from C-9/25, sector -8, Rohini, Delhi-110085 to C-9/36, sector -8, Rohini, Delhi-110085.

Up gradation of the Plant:

Plant upgraded by installing new Coal Gassifier during the previous year leads to less consumption of Ferro Oil and consequently helping in the conservation of energy and minimizing the air pollution.

CAPITAL STRUCTURE:

During the year under review, the share capital ofyourcompany remained unchanged.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non- Banking Non- Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Reappointment of Mr. Naresh Chand as Managing Director Keeping in view of valuable services provided by Mr. Naresh Chand during his last tenure, the Board of Directors reappointed him as Managing Director of the Company with effect from January 25, 2011 in their meeting held on 29.06.2010 for a further period of five years. His appointment as Managing Director of the Company is subject to the approval of the Shareholders in ensuing Annual General Meeting.

Retirement by Rotation:

Mr. S.S. Jain and Mr. Ram Kumar Garg, Directors, liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The proposals regarding their re-appointment as Directors are placed for your approval.

AUDITORS

M/s. S. Singhal & Co., Chartered Accountants, of Bhiwadi, Alwar, Rajasthan, Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors if approved.

LISTING OF SECURITIES:

Shareholders in their Annual General Meeting held on 30.08.2003 approved the proposal for delisting the shares from the Magadh Stock Exchange Association Limited, Patna, The Delhi Stock Exchange Association Limited, Delhi, and the Jaipur Stock Exchange Limited, Jaipur except the Stock Exchange Mumbai, Mumbai.

DEPOSITORY SYSTEM: M/s. Link Intime India Private Limited ( old name- M/s. Intime Spectrum Registry Limited), A-40,2™ Floor, Naraina Industrial Area, Phase-ll, Near Batra Banquet Hall, New Delhi-110028, Ph-011-41410592-94, as per SEBI Guidelines has been working as share transfer agent. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION Particulars of Energy Conservation/ Technology Absorption and Foreign Exchange earnings and out go as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as an Annexure to this report. PARTICULARS OF EMPLOYEES Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975, are not applicable because non of the Directors or employees of the Company getting remuneration exceeding the limit prescribed therein. DONATIONS:

During the.year under report donations were made to Social/ Educational Institutions amounting to Rs.6,67,800/-( Previous year Rs.3,13,000/-)

THE CORPORATE GOVERNANCE CODE

The company has adopted the best possible corporate governance norms and it has been our endeavour to comply upgrade to the changing norms.

A separate section on corporate Governance and a certificate from the Auditors of the company regarding compliance of conditions of corporate as stipulated under clause 49 of the listing agreement with the stock exchange form part of the Annual Report.

In terms of sub-clause (v) of the Clause 49 of the listing Agreement a certificate of the CEO, inter alia, complying the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said clause, is also enclosed as a part of the report. AUDITORS REPORT- OBSERVATION OF THE AUDITORS IN THE ANNUAL ACCOUNT The auditors report on the accounts of the Company is self-explanatory.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The report as required under the listing agreements with the Stock Exchanges is annexed and forms part of the Directors Report. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 yours Directors hereby state and confirm that: On the basis of the consultation with the finance executive of the company and subject to disclosures in the Annual accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, we state:

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

ii) that 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 profit or loss of the Company for that period;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

iv) that the Directors have prepared the annual accounts on a going concern basis.

CEO CERTIFICATION:

Managing Director and Manager Finance & Accounts have certified to the Board that:

1. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

(a) These statements do not contain any materially untrue statement or omit any material fact contain statements that might be misleading.

(b) These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transaction entered into by the Company during the year, which are fraudulent, illegal or volatile of the companys code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to the financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in design or operation of internal controls, if any, of which they are aware and the steps they have taken or propose to take rectify these deficiencies.

4. We have brought in notice to the auditors and the Audit Committee all the material transaction, which have substantial effect on the financial health of the company

ACKNOWLEDGEMENT:

The Company places on record its deep appreciation of the devoted services of the loyal workers, executives and other staff of the Company who have contributed in no small measure to the performance and the Companys inherent strength. Grateful thanks are also due to the our Bankers State Bank of Bikaner & Jaipur and Shareholders appreciation of the managements efforts at the General Meetings of the Company and otherwise, is a great fillip to strive for better performance year after year.

For and on behalf of the Board of Directors

Sd/-

Place : Bhiwadi (Sukhbir Singh Jain)

Date: 29.06.2010 Chairman