Directors Report of Electrotherm (India) Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 39^th Annual Report on the business and operations of the Company and Audited Financial
Statements for the year ended on 31^st March, 2025.

FINANCIAL SUMMARY OR HIGHLIGHTS:

The standalone financial performance of the Company for the year ended on 31^st March, 2025 is summarized below:

Particulars	2024-2025	2023-2024
Total Income	4122.92	4275.84
Total Expenses	3743.33	3851.36
Profit / (Loss) before Finance Costs, Depreciation and Amortisation	379.59	424.48
Less : Finance Costs	45.52	59.82
Depreciation and Amortisation Expenses	44.39	45.23
Profit / (Loss) before Exceptional Items and Tax	289.68	319.43
Less : Exceptional Items	106.78	-
Profit / (Loss) before Tax	396.46	319.43
Less: Tax Expenses (including Deferred Tax)	(32.14)	-
Profit / (Loss) for the Year	428.60	319.43
Other Comprehensive Income	(2.78)	(2.24)
Total Comprehensive Income	425.82	317.19
Earning Per Equity Share (Basic & Diluted before exceptional Item)	252.61	250.73
Earning Per Equity Share (Basic & Diluted after exceptional Item)	336.42	250.73

STATE OF THE COMPANY''S AFFAIRS AND OPERATIONS:

The Company is engaged in the business of manufacturing
induction furnaces, TMT Bars, Ductile Iron Pipes (DI Pipes), Electric
Vehicles, Transformers etc.

During the year ended on 31^st March, 2025, the total income
of the Company was Rs. 4122.92 Crore compared to 4275.84
Crore of previous financial year. The Profit before Finance Costs,
Depreciation and Amortisation was Rs. 379.59 Crore as compared
to Rs. 424.28 Crore of previous financial year. The net profit for
the current financial year was Rs. 428.60 Crore as compared to
Rs. 319.43 Crore of previous financial year. A detailed analysis of
performance for the year is included in the Management Discussion
and Analysis, which forms part of this Annual Report.

CHANGE IN NATURE OF BUSINESS:

During the financial year, there was no change in the nature of
business carried out by the Company.

TRANSFER TO RESERVES:

During the financial year under review, no amount has been
transferred to the General Reserve.

DIVIDEND:

In view of accumulated losses during the previous financial years
and fund requirements, the Board of Directors of the Company do
not recommend any dividend on Equity Shares and on Preference
Shares for the year ended on 31^st March, 2025.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANICAL POSITION AFTER THE END OF FINANCIAL YEAR:

There are no material changes and commitments, affecting the
financial position of the Company which have occurred between
the end of the financial year of the Company to which the financial
statements relate and the date of the report.

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company for
the financial year 2024-2025 are prepared in compliance with
applicable provisions of the Companies Act, 2013, Indian Accounting
Standards ("Ind AS") and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI LODR Regulations, 2015"),
which form part of this Annual Report.

SUBSIDIARY / JOINT VENTURE COMPANIES:

The Company has the following subsidiaries / joint venture
companies as on 31^st March, 2025:

1. Hans Ispat Limited

2. Electrotherm Services Limited

3. Shree Ram Electro Cast Limited

4. Jinhua Indus Enterprises Limited

5. Jinhua Jahari Enterprises Limited (Step-down Subsidiary
Company)

6. Bhaskarpara Coal Company Limited (Joint Venture Company)

Pursuant to Section 129(3) of the Companies Act, 2013, a statement
containing the salient features of the financial statement including
the highlights of the performance of the subsidiary / joint
venture companies in Form AOC-1 is attached as "Annexure - A"
to this Report.

Pursuant to Section 136 of the Companies Act, 2013, the financial
statements of the Company, consolidated financial statements
along with relevant documents and separate audited accounts in
respect of subsidiaries / joint venture companies, are available on
the website of the Company at https://www.electrotherm.com/
investors/annual-reports.

Further, during the financial year 2024-2025, the Company has sold
entire stake (i.e. 80.49%) in ET Elec-Trans Limited on 13^th November,
2024. Consequently, ET Elec-Trans Limited ceased to be subsidiary
of the Company. Except this, none of the companies have become
or ceased to be subsidiaries, joint ventures or associate companies
during the financial year 2024-2025.

NUMBER OF BOARD MEETINGS:

During the financial year 2024-2025, four (4) Board Meetings were
held. Details of the composition of the Board and its Committees
and meetings held, attendance of the Directors at such meetings
and other relevant details are provided in the Corporate
Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

* Retirement by Rotation:

Pursuant to the provisions of Section 152 of the Companies
Act, 2013 read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and Articles of
Association of the Company, Mr. Shailesh Bhandari (DIN:
00058866), retires by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment.

* Appointment / Cessation / Continuation of Directors:

During the year 2024-2025, an ordinary resolution related to
"Continuation of Directorship of Mr. Mukesh Bhandari (DIN:
00014511) as a Non-Executive Director of the Company" in
terms of Regulation 17(1D) of the SEBI LODR Regulations,
2015 placed at the 38^th Annual General Meeting of the
Company held on Thursday, 12^th September, 2024, did not
pass with requisite majority. As such, Mr. Mukesh Bhandari
(DIN: 00014511) ceased to be a Non-Executive Director /
Director of the Company with effect from the date of 38^th
Annual General Meeting i.e. 12^th September, 2024.

Further, on the recommendation of Nomination and
Remuneration Committee, the Board of Directors of the
Company, in their meeting held on 10^th April, 2025, approved
the appointment of Mr. Tushar Jani (DIN: 06745225) as an
Additional Director to hold office up to the date of next
Annual General Meeting or General Meeting to be convened
within 3 months from the date of appointment, whichever
is earlier, pursuant to the provisions of Section 161 of the
Companies Act, 2013 ("Act") and Regulation 17(1C) of the SEBI
LODR Regulations, 2015.

Further, pursuant to the provisions of Section 196, 197 and
200 read with Schedule V and all other applicable provisions,
if any, of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, Mr. Tushar Jani (DIN: 06745225) was appointed
as a Whole-time Director of the Company for the period of
three years commencing from 10^th April, 2025 and concluding
09^th April, 2028, subject to the approval of the shareholders in
ensuing General Meeting. The Shareholders of the Company,
approved the appointment of Mr. Tushar Jani (DIN: 06745225)
as (i) a Director, liable to retire by rotation and (ii) as a Whole
Time Director of the Company for a period of three years
commencing from 10^th April, 2025 and concluding on 9^th April,
2028, by passing ordinary resolutions through postal ballot
on 27^th June, 2025.

* Key Managerial Personnel:

During the financial year 2024-2025, Mr. Chirag Shah resigned
as a Chief Financial Officer of the Company with effect from
12^th April, 2024. Mr. Amit Kumar Patwarika was appointed as
a Chief Financial Officer of the Company with effect from 11^th
February, 2025.

Further, Mr. Harish Mukati was appointed as a Chief Executive
Officer (Steel Division) with effect from 14^th November, 2024.

Except above, there was no change in the Key Managerial
Personnel during the year under review.

Further, Mr. Tushar Jani has been appointed as a Whole Time
Director of the Company with effect from 10^th April, 2025.

As on the date of the report, following are Key Managerial
Personnel ("KMP") of the Company as per Section 2(51) and/
or Section 203 of the Companies Act, 2013:

• Mr. Shailesh Bhandari (DIN: 00058866) - Executive
Vice Chairman

• Mr. Suraj Bhandari (DIN: 07296523) - Managing Director

• Mr. Tushar Jani (DIN: 06745225) - Whole Time Director

• Mr. Fageshkumar R. Soni - Company Secretary

• Mr. Harish Mukati - Chief Executive Officer (Steel Division)

• Mr. Amit Kumar Patwarika - Chief Financial Officer

* Declaration of Independence:

The Company has received declaration of Independence
as stipulated under Section 149(7) of the Companies Act,
2013 and Regulation 16(1)(b) of the SEBI LODR Regulations,
2015 from all Independent Directors confirming that they
meet the criteria of independence and not disqualified from

appointment / continuing as an Independent Director and
they have complied with the code of conduct for Independent
Directors prescribed in Schedule IV of the Companies
Act, 2013. Further, pursuant to Companies (Creation and
Maintenance of databank of Independent Directors) Rules
2019, Independent Directors registered their name in the
Independent Director''s Databank.

* Annual Evaluation of Board''s Performance:

In terms of the provisions of Section 134(3)(p) of the
Companies Act, 2013 read with Rule 8(4) of the Companies
(Accounts) Rules, 2014 and SEBI LODR Regulations, 2015, the
Nomination and Remuneration Committee has carried out
the annual evaluation of performance of the Board and its
Committees and the Board of Directors has carried out the
annual evaluation of the performance of individual directors.
The manner in which the evaluation was carried out is
provided in the Corporate Governance Report, which is part
of this Annual Report.

* Nomination and Remuneration Policy:

The Board of Directors of the Company has, on the
recommendation of Nomination and Remuneration
Committee, framed and adopted a policy for selection and
appointment of Directors, Key Managerial Personnel, Senior
Management and their remuneration. The salient aspects of
the Nomination and Remuneration Policy, covering the policy
on appointment and remuneration of Directors and other
matters have been outlined in the Corporate Governance
Report which forms part of this Annual Report. The said
policy is available on the website of the Company at https://
www.electrotherm.com/investors/codes-and-policies.

PARTICULARS OF INVESTMENT, LOAN AND GUARANTEE:

Particulars of investment made, loan and guarantee given as
covered under the Section 186 of the Companies Act, 2013, has
been provided in the Note No. 5, 6 & 32 of the notes to the financial
statements which form part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135 of the Companies Act,
2013 read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Company has constituted a CSR Committee.
The Board of Directors on the recommendation of CSR Committee
had approved the Corporate Social Responsibility Policy. The CSR
Policy is available on the website of the Company at https://www.
electrotherm.com/investors/codes-and-policies. The composition
and terms of reference of the CSR Committee are detailed in the
enclosed Corporate Governance Report.

The Annual Report on CSR Activities during the financial year 2024¬
2025 forming part of this Board''s Report is annexed herewith as
"Annexure - B" to this report.

RELATED PARTY TRANSACTIONS:

The Company has entered into related party transactions on arm''s
length basis. During the year, the Company had not entered into
any contract / arrangement / transaction with related parties

which could be considered material in accordance with the Policy
of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and on
dealing with related party transactions as approved by the Board
may be accessed on the Company''s website at https://www.
electrotherm.com/investors/codes-and-policies.

There are no materially significant related party transactions that
may have potential conflict with interest of the Company at large.
The details of transactions with related parties for the financial year
ended on 31^st March, 2025 is given in Note No. 44 of the financial
statements which is part of this Annual Report of the Company.

FIXED DEPOSIT:

During the financial year 2024-2025, the Company has not
accepted any deposit within the meaning of Section 73 to 76 of
the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014. Further, there are no outstanding deposits
as on 31^st March, 2025.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the
Directors state that:

a) in the preparation of the annual accounts for the financial
year ended on 31^st March, 2025, the applicable accounting
standards had been followed along with proper explanation
relating to material departures, if any;

b) the Directors had 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 financial year and of the profit or loss of the company
for that period;

c) the Directors had 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 frauds and other irregularities;

d) the Directors had prepared the Annual Accounts on a
going concern basis;

e) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

AUDITORS AND AUDITORS'' REPORT:

^ Statutory Auditor:

Pursuant to the provisions of Section 139, 142 and other
applicable provisions of the Companies Act, 2013 read with
the Companies (Audit and Auditors) Rules, 2014, M/s. Hitesh
Prakash Shah & Co., Chartered Accountants (Firm Registration
No. 127614W), Ahmedabad, were appointed as Statutory

Auditor of the Company at the 36^th Annual General Meeting
held on 31^st August, 2022 for a second term of five (5) years
beginning from the conclusion of the 36^th Annual General
Meeting till the conclusion of the 41^st Annual General Meeting
to be held in the year 2027.

^ Auditors'' Report:

In the Independent Auditors'' Report for the year ended
on 31^st March, 2025, there are certain matters of emphasis
related to (a) Note No 15(c), 15(f), 15(g) and 36 in respect
of non-payment of Instalments and Interest due, terms
and conditions of the settlement agreement prescribing for
restoration of loan amount to the original amount in case
of default on account of non-compliance of said terms and
conditions and treatment in the books of accounts of the
assignment / settlement of debts of Asset Reconstruction
Company (ARC) and Bank. (b) Note No 18 which describes
the redemption of non-cumulative redeemable preference
shares amounting to Rs 12.00 Crore that were due for
redemption. The Company has filed a petition under Section
55(3) of the Companies Act, 2013, before the Hon''ble
National Company Law Tribunal (NCLT) seeking approval
for issue of Non-cumulative Redeemable Preference Shares
to the existing preference shareholders of the amount
equivalent to the amount of the unredeemed preference
shares on the same terms and the matter is currently pending
for further consideration. (c) Note No 32(a), 37 and 41 in
respect of pending enquiries / notices / summons / litigation
recovery / fraud proceedings against the Company and the
Directors of the Company. (d) Note No 37(d)(iii) in respect
of search conducted by Directorate of Enforcement, Zonal
Office, Ahmedabad (ED) at the Corporate Office & factory of
the company at Palodia and at the residence of Mr. Shailesh
Bhandari on January 10, 2025 and consequent order of
freezing certain bank accounts and vehicles by the ED. (e)
Note No 39(b) in respect of confirmation / reconciliation
of few accounts of "Trade Receivables", "Trade Payables",
"Advance from Customers", Advances Recoverable in Cash or
Kind", and "Advance to suppliers and other parties". (f) Note
no. 43 which describes the execution of a Family Settlement
Agreement (FSA) among the members of the Bhandari Family,
who are part of the promoter group/shareholders of the
Company. The agreement seeks to resolve inter se family
and business matters and potentially result in changes to the
shareholding and control of group entities.

The relevant Notes to accounts related to these matters of
emphasis are self-explanatory.

With regard to the qualification in the Independent Auditors''
Report in reference to Note No. 38 of non-provision of
interest on NPA accounts of bank, on approximate basis of
Rs. 131.80 Crores, for the year under consideration and total
amount of such unprovided interest till date is Rs. 916.51
Crores, the Board of Directors submits that the loan account
of the Company have been classified as Non-Performing
Assets (NPA) by Rare Asset Reconstruction Limited (being
debt assignee of Indian Overseas Bank) and the said Bank
/ ARC has not charged interest on the said account and

therefore provision for interest has not been made in the
books of accounts.

^ Cost Auditor:

M/s. V. H. Savaliya & Associates, Cost Accountants,
Ahmedabad, appointed as Cost Auditor, to conduct the
cost audit of the Company for the financial year ending on
31^st March, 2025.

Further, pursuant to the consent and certificate received
from M/s. V. H. Savaliya & Associates, Cost Accountants,
Ahmedabad (Membership No. 13867, FRN: 100346) and as
per Section 148 and other applicable provisions if any, of
the Companies Act, 2013 read with Companies (Audit and
Auditors) Rules, 2014, the Board of Directors of the Company
has on the recommendation of Audit Committee appointed
them as Cost Auditor, to conduct the cost audit of the
Company for the financial year ending on 31^st March, 2026,
at a remuneration as mentioned in the notice convening
the Annual General Meeting, subject to ratification of the
remuneration by the Members of the Company.

Maintenance of cost records as specified by the Central
Government under sub-section (1) of Section 148 of the
Companies Act, 2013, is applicable to the Company and
accordingly such accounts and records are made and
maintained by the Company.

^ Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of the SEBI LODR Regulations 2015,
the Company has appointed M/s. Shyamsingh Tomar &
Associates, Practising Company Secretaries, to conduct
the Secretarial Audit of the Company for the financial year
2024-2025. The Secretarial Audit Report in Form No. MR-3 is
annexed herewith as "Annexure - C" to this report.

With regard to qualifications of the Secretarial Auditor, the
Board of Directors submits as under:

(a) With regard to non-appointment of Chief Financial
Officer (CFO): The Company was in process to identify
the suitable candidate for the said post and appointed
Mr. Amit Kumar Patwarika as a Chief Financial Officer
with effect from 11^th February, 2025. Upon the
appointment of CFO, the Company is in compliance with
the provisions of Section 203 of the Companies Act, 2013
and Regulation 26A of the SEBI LODR Regulations, 2015.

(b) With regard to composition of the Board with less than
six Director: The Company was in process to find suitable
person to be appointed as a Director on the Board of
the Company and thereafter, appointed Mr. Tushar Jani
(DIN: 06745225) as Whole Time Director with effect from
10^th April, 2025. Upon the appointment of a Director,
the Company is in compliance with the provisions of
Regulation 17(1) of the SEBI LODR Regulations, 2015.

Further, pursuant to Regulation 24A of the SEBI LODR
Regulations, 2015, subject to approval of the Shareholders
in the ensuring Annual General Meeting, M/s. Bharat
Prajapati & Co. Practising Company Secretaries, Ahmedabad
(Membership No. FCS - 9416 & COP No. 10788), a peer
reviewed firm (Peer Review Certificate No. 2367/2022) has
been appointed as Secretarial Auditor of the Company to
hold office for a period of five consecutive years commencing
from Financial Year 2025-26 to Financial Year 2029-30. The
approval of the shareholder is being obtained in the 39^th
Annual General Meeting (AGM).

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

The information required under the provisions of Section 134(3)
(m) of the Companies Act, 2013 read with Rule 8(3) the Companies
(Accounts) Rules, 2014 with respect to conservation of energy,
technology absorption and foreign exchange earnings and outgo
is given in ''''Annexure - D" which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of
the employees are given in “Annexure - E" to this Annual Report.

AUDIT COMMITTEE:

The composition, terms of the reference, number of meetings
and attendance at the Audit Committee meetings held during the
financial year 2024-2025 are covered in the enclosed Corporate
Governance Report.

As on 31^st March, 2025, the Audit Committee consists of (i) Mr. Pratap
Mohan, Independent Director as a Chairman (ii) Mr. Dinesh Mukati,
Independent Director as a Member and (iii) Ms. Nivedita R. Sarda,
Independent Director as a Member.

RISK MANAGEMENT POLICY:

The Risk Management covers various criteria for identification of
key risk, action plans to mitigate those risks, review and reporting
of identified risks on periodical basis etc.

In the opinion of the Board of the Directors of the Company, there
are elements of risks in the nature of various legal cases including
for recovery of dues and attachment of certain properties which
may threaten the existence of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

Presently, there are certain significant and material orders passed
by the regulator / court / tribunal which may impact the Company
and its operations in future as mentioned in Note No. 37 & 41 of the
standalone financial statements which is part of this Annual Report.

CORPORATE GOVERNANCE:

In compliance with the provisions of SEBI LODR Regulations, 2015,
a separate report on Corporate Governance along with a certificate
from a Practicing Company Secretary regarding the status of
compliance of conditions of corporate governance forms a part of
this Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company is committed to highest standards of ethical, moral
and legal business conduct. Accordingly, the Board of Directors have
formulated Whistle Blower Policy / Vigil Mechanism in compliance
with the provisions of Section 177(10) of the Companies Act,
2013 and Regulation 22 of the SEBI LODR Regulations, 2015. The
policy provides for a framework and process whereby concerns
can be raised by its employees against any kind of discrimination,
harassment, victimization or any other unfair practice being
adopted against them. More details of the Whistle Blower Policy
/ Vigil Mechanism are explained in the Corporate Governance
Report. The Whistle Blower Policy / Vigil Mechanism is available
on the website of the Company at https://www.electrotherm.com/
investors/codes-and-policies.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Part B of Schedule V of
the SEBI LODR Regulations, 2015, Management Discussion and
Analysis Report is annexed after the Board''s Report and form a part
of this Annual Report.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies
Act, 2013, the Annual Return in form of Form MGT - 7 as on 31^st
March, 2025 is available on the website of the Company at https://
www.electrotherm.com/investors/annual-reports.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has put in place adequate internal financial controls
with reference to the financial statements. During the financial
year, such internal financial controls were operating effectively
and it is commensurate with the size, scale and complexity of the
Company and the nature of business of the Company.

SECRETARIAL STANDARDS:

During the year under review, the Company has complied with
the applicable Secretarial Standards issued by The Institute of
Company Secretaries of India (ICSI).

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE:

The Company is committed to provide a work environment that
ensures every employee is treated with dignity, respect and
afforded equal treatment. The Company has complied with the
provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and during
the financial year, there was no complaint of sexual harassment
received or disposed off or case pending for more than ninety days.

OTHER DISCLOSURES:

a) During the financial year 2024-2025, there was no change
in authorized share capital, subscribed and paid-up share
capital of the Company. Also, there was no reclassification /
sub-division in authorized share capital of the Company.

b) There was no reduction of share capital or buy back of shares
or change in capital resulting from restructuring.

c) The Company has not issued equity shares with differential
rights as to dividend, voting or otherwise.

d) The Company has not issued sweat equity shares to its
directors or employees.

e) The Company does not have any Employees Stock Option
Scheme for its Employees / Directors.

f) During the financial year 2024-2025, the Company has not
made allotment of any securities and as such, the requirement
for obtaining credit rating was not applicable to the company.

g) The Company has filed petition under Section 55(3) of the
Companies Act, 2013, before the Hon''ble National Company
Law Tribunal (''NCLT''), Ahmedabad Bench, on 11^th March, 2025,
for approving issuance of 6% Non-Cumulative Redeemable
Preference Shares ("NCRPS") of 10/- (Rupees Ten Only)
each, to the existing NCRPS holders, of amount equivalent
to the amount of Unredeemed Preference Shares of Rs.
12,00,00,000/- (Rupees Twelve Crore Only) on the same terms
of existing 6% NCRPS, in lieu of the unredeemed preference
shares; and on the issue of such further Redeemable
Preference Shares, original Unredeemed Preference Shares
shall be deemed to have been redeemed. The said petition
is pending for further consideration. Necessary adjustment
with respect to issue of NCRPS will be made upon approval by
the Hon''ble NCLT.

h) There is no money lying to unpaid / unclaimed dividend
account pertaining to any of the previous years with the
Company. As such the Company is not required to transfer
such amount to the Investor Education and Protection Fund
established by the Central Government.

i) The Auditor has not reported any frauds under sub-section
(12) of Section 143 of the Companies Act, 2013.

j) The details of difference between amount of valuation done
at the time of one time settlement and the valuation done
while taking loan from the Banks or Financial Institutions
along with the reasons thereof is not applicable, as there was
no valuation done at the time of one time settlement with
Bank / Financial Institutions.

k) During the financial year 2024-2025, no application is made
under the Insolvency and Bankruptcy Code, 2016 ("IBC 2016")
by the Company and no proceedings are pending under IBC
2016 against the Company.

l) The Company follows the compliance of the provisions
relating to the Maternity Benefit Act, 1961.

m) During the financial year 2024-2025, the Company received
a letter from Mr. Mukesh Bhandari and his family members
and Mr. Shailesh Bhandari and his family members (Members
of Promoter and Promoter group) about the execution of
Family Settlement Agreement amongst the Bhandari Family.
The Company has submitted the required disclosure to the
Stock Exchanges under Regulation 30 and 30A read with
clauses 5 and 5A of Para A of Part A of Schedule III to the SEBI
LODR Regulations, 2015 and SEBI Master Circular dated 11^th
November, 2024.

APPRECIATION:

Your Directors wish to place on record their appreciation for the
valuable co-operation and support received from the customers
and suppliers, various financial institutions, banks, government
authorities, auditors and shareholders during the year under
review. Your Directors also wish to place on record their deep
sense of appreciation for the devoted services of the Executives,
Staff and Workers of the Company.

For and on behalf of the Board of Directors
Electrotherm (India) Limited

Shailesh Bhandari Suraj Bhandari

Place : Palodia Executive Vice Chairman Managing Director

Date : 29^th July, 2025 DIN : 00058866 DIN: 07296523

---

Mar 31, 2024

Your Directors have pleasure in presenting the 38^th Annual Report on the business and operations of the Company and Audited Financial Statements for the year ended on 31^st March, 2024.

FINANCIAL SUMMARY OR HIGHLIGHTS:

The standalone financial performance of the Company for the year ended on 31^st March, 2024 is summarized below:

(Rs. In Crores)

Particulars	2023-2024	2022-2023
Total Income	4275.84	3080.74
Total Expenses	3851.36	2939.50
Profit / (Loss) before Finance Costs, Depreciation and Amortisation	424.48	141.24
Less : Finance Costs	59.82	66.07
Depreciation and Amortisation Expenses	45.23	47.08
Profit / (Loss) before Exceptional Items and Tax	319.43	28.09
Less : Exceptional Items	-	(104.75)
Profit / (Loss) before Tax	319.43	(76.66)
Less: Tax Expenses	-	-
Profit / (Loss) for the Year	319.43	(76.66)
Other Comprehensive Income	(2.24)	(2.03)
Total Comprehensive Income	317.19	(78.69)
Earning Per Equity Share	250.73	(60.17)

STATE OF THE COMPANY''S AFFAIRS AND OPERATIONS:

The Company is engaged in the business of manufacturing induction furnaces, TMT Bars, Ductile Iron Pipes (DI Pipes), Electric Vehicles, Transformers etc.

During the year ended on 31^st March, 2024, the total income of the Company was Rs. 4275.84 Crores compared to Rs. 3080.74 Crores of previous financial year. The Profit before Finance Costs, Depreciation and Amortisation was Rs. 424.28 Crores as compared to Rs. 141.24 Crores of previous financial year. The net profit for the current financial year was Rs. 319.43 Crores as compared to net loss of Rs. 76.66 Crores of previous financial year. A detailed analysis of performance for the year is included in the Management Discussion and Analysis, which forms part of this Annual Report.

CHANGE IN NATURE OF BUSINESS:

During the financial year, there was no change in the nature of business carried out by the Company.

TRANSFER TO RESERVES:

During the financial year under review, no amount has been transferred to the General Reserve.

DIVIDEND:

In view of accumulated losses during the previous financial years and fund requirements, the Board of Directors of the Company do not recommend any dividend on Equity Shares and on Preference Shares for the year ended on 31^st March, 2024.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANICAL POSITION AFTER THE END OF FINANCIAL YEAR:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company for the financial year 2023-2024 are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards ("Ind AS") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), which form part of this Annual Report.

SUBSIDIARY / JOINT VENTURE COMPANIES:

The Company has the following subsidiaries / joint venture companies as on 31^st March, 2024:

1. Hans Ispat Limited

2. Electrotherm Services Limited

3. Shree Ram Electro Cast Limited

4. ET Elec-Trans Limited

5. Jinhua Indus Enterprises Limited

6. Jinhua Jahari Enterprises Limited (Step-down Subsidiary Company)

7. Bhaskarpara Coal Company Limited (Joint Venture Company)

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statement including the highlights of the performance of the subsidiary / joint venture companies in Form AOC-1 is attached as "Annexure - A" to this Report.

Pursuant to Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries / joint venture companies, are available on the website of the company https://www.electrotherm.com/ investors/annual-reports.

During the financial year 2023-2024, none of the companies have become or ceased to be subsidiaries, joint ventures or associate companies.

NUMBER OF BOARD MEETINGS:

During the financial year 2023-2024, four (4) Board Meetings were held. Details of the composition of the Board and its Committees and of the meetings held, attendance of the Directors at such meetings and other relevant details are provided in the Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

* Retirement by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. SurajBhandari (DIN: 07296523), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

* Appointment / Cessation / Continuation of Directors:

During the financial year, Ms. Nivedita R. Sarda (DIN: 00938666) was re-appointed as Independent Director of the Company, for the second term of 5 (five) years with effect from 25^th May, 2023 upto 24^th May, 2028 as per the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors at their meeting held on 23^rd May, 2023 and 24^th May, 2023 respectively. The shareholders had approved her re-appointment at the 37^th Annual General Meeting held on 9^th August, 2023.

Further, pursuant to Regulation 17(1D) of the SEBI LODR Regulations 2015, the continuation of Mr. Mukesh Bhandari (DIN: 00014511) as a Non-Executive Director of the Company with effect from 1^st April, 2024, is being placed before the shareholders for approval at the ensuing 38^th Annual General Meeting.

* Key Managerial Personnel:

Mr. Shailesh Bhandari (DIN: 00058866) is the Executive Vice Chairman and Mr. SurajBhandari (DIN: 07296523) is the Managing Director of the Company.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee at their respective meetings held on 8^th February, 2024, approved the re-designation of Mr. Shailesh Bhandari (DIN: 00058866),

Managing Director as Executive Vice Chairman with effect from 9^th February, 2024 for the balance tenure of his appointment upto 31^st January, 2026. Thereafter, the shareholders of the Company have approved such re-designation of Mr. Shailesh Bhandari, Managing Director as Executive Vice Chairman through postal ballot, on 19^th March, 2024 and he is entrusted with substantial powers of management of affairs of the entire Company except Engineering and Technologies Division of the Company. Further, except for the change in designation and powers as mentioned herein, all other terms and conditions of his re-appointment as approved by the Board of Directors at their meeting held on 30^th January, 2023 and the shareholders through postal ballot on 28^th March, 2023, are remain unchanged.

Further, the Board of Directors based on the recommendation of the Nomination and Remuneration Committee at their respective meetings held on 8^th February, 2024, approved the elevation and re-designation of Mr. Suraj Bhandari (DIN: 07296523) from Whole-time Director to Managing Director with effect from 9^th February, 2024 for the balance tenure of his appointment upto 12^th November, 2025. Thereafter, the shareholders of the Company have approved such elevation and re-designation of Mr. SurajBhandari as a Managing Director through postal ballot, on 19^th March, 2024 and he is entrusted with substantial powers of management to manage the affairs of ''Engineering and Technologies Division'' of the Company. Further except for the change in designation and powers as mentioned herein, all other terms and conditions of his re-appointment as approved by the Board of Directors at their meeting held on 2^nd August, 2022 and the shareholders at the 36^th Annual General Meeting held on 31^st August, 2022 are remain unchanged.

During the financial year 2023-2024, Mr. Jigar Shah resigned as a Company Secretary & Compliance Officer with effect from 30^th January, 2024. Mr. Fageshkumar R. Soni was appointed as a Company Secretary & Compliance Officer with effect from 8^th February, 2024.

Except above, there was no change in the Key Managerial Personnel during the year under review.

Further, Mr. Chirag Shah resigned as a Chief Financial Officer with effect from 12^th April, 2024.

’ Declaration of Independence:

The Company has received declaration of Independence as stipulated under Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from all Independent Directors confirming that they meet the criteria of independence and not disqualified from appointment / continuing as an Independent Director and they have complied with the code of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. Further, pursuant to Companies (Creation and Maintenance of databank of Independent Directors) Rules 2019, Independent Directors registered their name in the Independent Director''s Databank.

* Annual Evaluation of Board''s Performance:

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Listing Regulations, the Nomination and Remuneration Committee has carried out the annual evaluation of performance of the Board and its Committees and the Board of Directors has carried out the annual evaluation of the performance of individual directors. The manner in which the evaluation was carried out is provided in the Corporate Governance Report, which is part of this Annual Report.

* Nomination and Remuneration Policy:

The Board of Directors of the Company has, on the recommendation of Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient aspects of the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Annual Report. The said policy is available on the website of the Company at https://www.electrotherm.com/investors/codes-and-policies.

PARTICULARS OF INVESTMENT, LOAN AND GUARANTEE:

Particulars of investment made, loan and guarantee given as covered under the Section 186 of the Companies Act, 2013, has been provided in the Note No. 5, 6 & 32 of the notes to the financial statements which form part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee. The Board of Directors on the recommendation of Corporate Social Responsibility (CSR) Committee had approved the Corporate Social Responsibility Policy. The CSR Policy is available on the website of the company at https://www.electrotherm.com/investors/codes-and-policies. The composition and terms of reference of the CSR Committee are detailed in the enclosed Corporate Governance Report.

The Annual Report on CSR Activities during the financial year 20232024 forming part of this Board''s Report is annexed herewith as "Annexure - B" to this report.

RELATED PARTY TRANSACTIONS:

The Company has entered into related party transactions on arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the Company''s website at https://www.electrotherm. com/investors/codes-and-policies.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. The details of transaction with related parties for the financial year ended on 31^st March, 2024 is given in Note No. 43 of the financial statements which is part of this Annual Report of the Company.

FIXED DEPOSIT:

During the financial year 2023-2024, the Company has not accepted any deposit within the meaning of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further there are no outstanding deposits as on 31^st March, 2024.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors state that :

a) in the preparation of the annual accounts for the financial year ended on 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) the Directors had 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 financial year and of the profit or loss of the company for that period;

c) the Directors had 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 frauds and other irregularities;

d) the Directors had prepared the Annual Accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS'' REPORT:

^ Statutory Auditor:

Pursuant to the provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Hitesh Prakash Shah & Co., Chartered Accountants (Firm Registration No. 127614W), Ahmedabad, were appointed as Statutory Auditor of the Company at the 36^th Annual General Meeting held on 31^st August, 2022 for a second term of five (5) years beginning from the conclusion of the 36^th Annual General Meeting till the conclusion of the 41^st Annual General Meeting to be held in the year 2027.

Auditors'' Report:

In the Independent Auditors'' Report for the year ended on 31^st March, 2024, there are certain matters of emphasis related to (a) Note No 15(c) in respect of delayed / non-payment of principal and Interest due to lenders of the loan and lenders of are yet to confirm the revised repayment schedule (b) Note No 15(f) related to default in complying with the terms and conditions of settlement entered with the Banks / ARCs and the uncertainty about the amount of final liability of the company (c) Note No 15(g) and Note No 36 in respect of defaults in repayment of the loan and treatment in the books of account of the assignment / settlement of the debts of various banks and the financial Institutions (d) Note No 32(a)(viii), 37 and 41 in respect of pending enquiries / notices / summons / litigation / recovery / fraud proceedings against the company and the Directors of the Company (e) Note No 39(b) & (e) in respect of confirmation / reconciliation / regrouping and classification of few accounts of "Trade Receivables", "Trade Payable", "Advance from Customers", "Advances Recoverable in Cash or Kind", and "Advance to suppliers and other parties" and the amount of inventories as the same are taken by the management.

The relevant Notes to accounts related to these matters of emphasis are self-explanatory.

With regard to the qualification in the Independent Auditors'' Report in reference to Note No. 38(b) of non-provision of interest on NPA accounts of bank, on approximate basis of Rs. 116.10 Crores, for the year under consideration and total amount of such unprovided interest till date is Rs. 784.72 Crores, the Board of Directors submits that the loan account of the Company have been classified as Non-Performing Assets (NPA) by Rare Asset Reconstruction Limited (being debt assignee of Indian Overseas Bank) and the said Bank / ARC has not charged interest on the said account and therefore provision for interest has not been made in the books of accounts.

^ Cost Auditor:

Pursuant to the consent and certificate received from M/s V. H. Savaliya & Associates, Cost Accountants, Ahmedabad and as per Section 148 and other applicable provisions if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company has on the recommendation of the Audit Committee appointed him as Cost Auditor, to conduct the cost audit of the Company for the financial year ending on 31^st March, 2025, at a remuneration as mentioned in the notice convening the Annual General Meeting, subject to ratification of the remuneration by the Members of the Company.

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is applicable to the Company and accordingly such accounts and records are made and maintained by the Company.

^ Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (LODR) Regulations 2015, the Company has appointed M/s. Bharat Prajapati & Co., Company Secretary in Practice to conduct the Secretarial Audit of the Company. The Secretarial Audit Report in Form No. MR-3 is annexed herewith as "Annexure - C" to this report.

With regard to qualifications of the Secretarial Auditor, the Board of Directors submits as under:

(a) With regard to non-appointment of Chief Financial Officer, the Company was in process to identify the suitable candidate for the said post and appointed Mr. Chirag Shah as a Chief Financial Officer with effect from 24^th May, 2023.

(b) With regard to non-submission of disclosures of defaults on payment of interest / repayment of principal amount on loans from banks / financial institutions for the period from 1^st April, 2023 till 31^st March, 2024, due to the legal implications under various laws for acknowledgement of liability of default, the same was not submitted by the Company. However, the Company has evaluated the same in due course and submitted the default disclosures from June 2024 onwards.

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

The information required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in "Annexure-D" which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees are given in "Annexure-E" to this Annual Report.

AUDIT COMMITTEE:

The composition, terms of the reference and number of meetings & attendance at the Audit Committee held during the financial year is covered in the enclosed Corporate Governance Report.

As on 31^st March, 2024, the Audit Committee consists of (i) Mr. Pratap Mohan, Independent Director as Chairman (ii) Mr. Dinesh Mukati, Independent Director as Member and (iii) Ms. Nivedita R. Sarda, Independent Director as Member.

RISK MANAGEMENT POLICY:

The Risk Management covers various criteria for identification of key risk, action plans to mitigate those risks, review and reporting of identified risks on periodical basis etc.

In the opinion of the Board of the Directors of the Company, there are elements of risks in the nature of various legal cases including for recovery of dues and attachment of certain properties which may threaten the existence of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

Presently, there are certain significant and material orders passed by the regulator / court / tribunal which may impact the Company and its operations in future as mentioned in Note No. 37 & 41 of the standalone financial statements which is part of this Annual Report.

CORPORATE GOVERNANCE:

In compliance with the provisions of Listing Regulations, a separate report on Corporate Governance along with a certificate from a Practicing Company Secretary regarding the status of compliance of conditions of corporate governance forms a part of this Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated Whistle Blower Policy / Vigil Mechanism in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details of the Whistle Blower Policy / Vigil Mechanism are explained in the Corporate Governance Report. The Whistle Blower Policy / Vigil Mechanism is available on the website of the Company at https://www.electrotherm.com/investors/codes-and-policies.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Part B of Schedule V of the Listing Regulations, Management Discussion and Analysis Report is annexed after the Board''s Report and form a part of this Annual Report.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the Annual Return in form of Form MGT-7 as on 31^st March, 2024 is available on the website of the Company at https://www.electrotherm.com/investors/annual-reports.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has put in place adequate internal financial controls with reference to the financial statements. During the financial year, such internal financial controls were operating effectively and it is commensurate with the size, scale and complexity of the Company and the nature of business of the Company.

SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company is committed to provide a work environment that ensures every employee is treated with dignity, respect and afforded equal treatment. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the financial year, the Company has not received any complaints under the said Act.

OTHER DISCLOSURES:

a) During the financial year 2023-2024, there was no change in authorized share capital, subscribed and paid-up share capital of the Company. Also, there was no reclassification / subdivision in authorized share capital of the Company.

b) There was no reduction of share capital or buy back of shares or change in capital resulting from restructuring.

c) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

d) The Company has not issued sweat equity shares to its directors or employees.

e) The Company does not have any Employees Stock Option Scheme for its Employees / Directors.

f) During the financial year 2023-2024, the Company has not made allotment of any securities and as such, the requirement for obtaining credit rating was not applicable to the company.

g) There is no money lying to unpaid / unclaimed dividend account pertaining to any of the previous years with the Company. As such the Company is not required to transfer such amount to the Investor Education and Protection Fund established by the Central Government.

h) The Auditors has not reported any frauds under sub-section (12) of Section 143 of the Companies Act, 2013.

i) The details of difference between amount of valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or financial institutions along with the reasons thereof is not applicable, as there was no valuation done at the time of one time settlement with Bank / financial institutions.

j) There were two petitions pending under Section 7 of the Insolvency and Bankruptcy Code (IBC) at the beginning of the year and in view of the settlement / restructuring with the respective bank / financial institution, both the petitions were disposed of during the current financial year as mentioned in Note No. 37(d) of the standalone financial statements. Further there are certain pending petitions before the Hon''ble National Company Law Tribunal (NCLT), Ahmedabad and inspection / investigation by Ministry of Corporate Affairs as mentioned in Note No. 41 of the standalone financial statements which is part of this Annual Report.

APPRECIATION:

Your Directors wish to place on record their appreciation for the valuable co-operation and support received from the customers and suppliers, various financial institutions, banks, government authorities, auditors and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors Electrotherm (India) Limited

Shailesh Bhandari Suraj Bhandari

Place : Ahmedabad Executive Vice Chairman Managing Director

Date : 10^th August, 2024 DIN : 00058866 DIN: 07296523

---

Mar 31, 2018

To,

The Members

Electrotherm (India) Limited

The Directors have pleasure in presenting the 32^nd Annual Report on the business and operations of the Company and Audited Financial Statements for the year ended on 31^st March, 2018.

FINANCIAL SUMMARY OR HIGHLIGHTS:

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013, read with Rule 7 of the (Companies Accounts) Rules, 2014. The financial statements for the Financial Year ended on March 31, 2018 are the Company’s first Ind AS compliant annual financial statements with comparative figures for the year ended on March 31, 2017 also under Ind AS. The date of transition is April 1, 2016.

The disclosure and effects of first time adoption of Ind AS are detailed in Note 45 of the standalone financial statements and Note 45 of the consolidated financial statements.

The standalone financial performance of the Company for the year ended on 31^st March, 2018 is summarized below:

(Rs. In Crores)

Particulars	2017-2018	2016-2017
Total Income	2777.98	2104.64
Total Expenses	2766.78	2166.96
Profit / (Loss) before Exceptional Items and Tax	11.20	(62.32)
Less : Exceptional Items	-	14.45
Profit / (Loss) before Tax	11.20	(76.77)
Less: Tax Expenses	-	-
Profit / (Loss) for the Year	11.20	(76.77)
Other Comprehensive Income	0.58	(1.24)
Total Comprehensive Income	11.78	(78.01)

Note: The financial Statements for the year 2017-18 are the Company’s First Ind AS compliant annual financial statement as such the figures of the previous year have been rearranged, regrouped, reclassified and recasted wherever necessary in conformity with Ind AS to correspond with the current year classification / disclosure and may not be comparable with the figures reported earlier.

STATE OF THE COMPANY’S AFFAIRS AND OPERATIONS:

The Company is engaged in the business of manufacturing induction furnaces, TMT Bars, Ductile Iron Pipes (DI Pipes), Electric Vehciles, Transformers, Transmission Line Towers etc.

During the year ended on 31^st March, 2018, the total income of the Company was Rs. 2777.98 Crores compared to Rs. 2104.64 Crores of previous financial year. The net profit for the current financial year was Rs. 11.20 Crores as compared to loss Rs. 76.77 Crores of previous financial year. A detailed analysis of performance for the year is included in the Management Discussion and Analysis, which forms part of this Annual Report.

CHANGE IN NATURE OF BUSINESS:

During the financial year, there was no change in the nature of business carried out by the Company.

TRANSFER TO RESERVES:

During the financial year under review, no amount has been transferred to the General Reserve.

DIVIDEND:

In view of accumulated losses during the previous financial years and fund requirements, the Board of Directors of the Company do not recommend any dividend on Equity Shares and on Preference Shares for the year ended on 31^st March, 2018.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANICAL POSITION AFTER THE END OF FINANCIAL YEAR:

After the end of the financial year, the Company has entered into settlement with Vijaya Bank, Rare Assets Reconstruction Pvt. Ltd. as trustee of liabilities related to Dena Bank and International Finance Corporation for their outstanding liabilities. Other than this, there have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated financial statements of the Company for the financial year 2017-18 are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards (“Ind AS”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), which form part of this Annual Report.

SUBSIDIARY / JOINT VENTURE COMPANIES:

The company has the following subsidiaries as on 31^st March, 2018:

1. Hans Ispat Limited

2. Shree Hans Papers Limited

3. Shree Ram Electro Cast Limited

4. ET Elec-Trans Limited

5. Jinhua Indus Enterprises Limited

6. Jinhua Jahari Enterprises Limited (Step-down Subsidiary Company)

7. Bhaskarpara Coal Company Limited (Joint Venture Company) Pursuant to section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statement including the highlights of the performance of the subsidiary / joint venture companies in Form AOC-1 is attached as “Annexure - A” to this Report.

Pursuant to the section 136 of the Companies Act, 2013, the financial statements of the company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries / joint venture companies, are available on the website of the company www.electrotherm.com.

During the financial year 2017-2018, none of the companies have become or ceased to be subsidiaries, joint ventures or associate companies.

NUMBER OF BOARD MEETINGS:

During the financial year 2017-18, Nine (9) Board Meetings were held and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. Details of the composition of the Board and its Committees and of the meetings held, attendance of the Directors at such meetings and other relevant details are provided in the Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

* Retirement by Rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Avinash Bhandari (DIN: 00058986), Jt. Managing Director & CEO retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

* Appointment & Cessation of Directors 0 Appointment/Re-appointment

During the year 2017-18, Mr. Siddharth Bhandari (DIN: 01404674), pursuant to the provisions of section 161, 196 and 197 of the Companies Act, 2013, was appointed as an Additional Director and Whole Time Director with effect from 26^th April, 2017 and the same was regularized / approved by the shareholders at 31^st Annual General Meeting held on 5^th September, 2017.

Pursuant to section 149, 152 and other applicable provisions of the Companies Act, 2013 and the Rules farmed thereunder, on receipt of notices under section 160 of the Companies Act, 2013, Mr. Dinesh Shankar Mukati (DIN: 07909551), Mr. Madhu Menon (DIN: 00950279) and Mr. Pratap Mohan (DIN: 03536047) were appointed as Independent Directors of the Company by the shareholders with requisite majority at the 31st Annual General Meeting held on 5th September, 2017 for a period of five (5) years from the date of the such annual general meeting.

Pursuant to the provisions of section 161 of the Companies Act, 2013 and the Rules farmed thereunder, Ms. Hinal Jaimin Shah (DIN: 07789126) was appointed as an Additional Director in the category of Non-Executive Independent Woman Director, Mr. Arun Kumar Jain (DIN: 07563704) as an Additional Director in the category of Non-Executive Independent Director and Ms. Nivedita Sarda (DIN: 00938666) as an Additional Director in the category of Non-Executive Independent Woman Director for the term upto five (5) consecutive years, with effect from 11^th December, 2017, 19^th January, 2018 and 25^th May, 2018, respectively, and they hold office upto the date of ensuing Annual General Meeting of the Company. However, Ms. Hinal Jaimin Shah, Additional Director ceased to be Director of the Company with effect from 7^th February, 2018 due to resignation.

M/s. Invent Assets Securitisation & Reconstruction Pvt. Ltd. (Invent), the Secured Creditor of the Company nominated Ms. Sheetal Manhas as Nominee Director on the Board of the Company. Pursuant to the provisions of section 149, 161 of the Companies Act, 2013 and the Rules farmed thereunder, on the recommendation of Nomination and Remuneration Committee, Ms. Sheetal Manhas (DIN: 07439658) was appointed as a Nominee Director in the category of Non-Executive Additional Director of the Company with effect from 14^th August, 2018.

Mr. Arun Kumar Jain (DIN: 07563704), Ms. Nivedita Sarda (DIN: 00938666) and Ms. Sheetal Manhas (DIN: 07439658) shall hold office up to date the ensuing Annual General Meeting. The Company has received notices in writing pursuant to section 160 of the Companies Act, 2013 proposing the candidature of Mr. Arun Kumar Jain, Ms. Nivedita Sarda and Ms. Sheetal Manhas for the office of Directors of the Company. Your Directors with majority recommend their appointment as Directors of the Company.

0 Cessation / Resignation of Directors:

Dr. Narayan Masand (DIN: 07797910), Dr. Krishna Kant Shiromani (DIN: 07827220) and Mr. Vivek Sharma (DIN: 07897857) ceased to be Additional (Independent) Directors of the Company at 31^st Annual General Meeting held on 5^th September, 2017.

Ms. Kruti Shukla (DIN: 07298899), Independent (Woman) Director, Mr. Madhu Menon (DIN: 00950279), Independent Director and Ms. Hinal Jaimin Shah (DIN: 07789126), Independent (Woman) Director of the Company, has resigned from the Board with effect from 8^th September, 2017, 19^th January, 2018 and 7^th February, 2018, respectively.

The Board places on record its appreciations for the service rendered by Dr. Narayan Masand (DIN: 07797910), Dr. Krishna Kant Shiromani (DIN: 07827220), Mr. Vivek Sharma (DIN: 07897857), Ms. Kruti Shukla (DIN: 07298899), Mr. Madhu Menon (DIN: 00950279) and Ms. Hinal Jaimin Shah (DIN: 07789126) as a Director of the Company during their tenure and as a Member / Chairman of various Committees.

* Key Managerial Personnel

At the 31^st Annual General Meeting held on 5^th September, 2017, the members of the Company regularized / approved the appointment of Mr. Siddharth Bhandari (DIN: 01404674) as a Whole-time Director of the Company for the period of three years with effect from 26^th April, 2017 and concluding on 25^th April, 2020.

The Board of Directors of the Company in their meeting held on 26^th April, 2017, approved the change in Designation of Mr. Mukesh Bhandari from ‘Chairman’ to ‘Chairman & Managing Director’ with effect from 26^th April, 2017.

Except above, there was no change in the Key Managerial Personnel during the year under review.

Subsequently, the Board of Directors of the Company, in their meeting held on 4^th July, 2018 approved the change of designation of Mr. Mukesh Bhandari from ‘Chairman & Managing Director’ to ‘Chairman’.

* Declaration of Independence

The Company has received declaration of Independence as stipulated under section 149(7) of the Companies Act, 2013 and Regulation 16(b) of the Listing Regulations from all Independent Directors confirming that they meet the criteria of independence and not disqualified from appointment / continuing as an Independent Director.

* Annual Evaluation of Board’s Performance

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Listing Regulations, the Board of Directors has carried out the annual evaluation of the performance of the Board, its Committee and the directors individually. The manner in which the evaluation was carried out is provided in the Corporate Governance Report, which is part of this Annual Report.

* Nomination and Remuneration Policy

The Board of Directors of the Company has, on the recommendation of Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Annual Report. The said policy is available on the website of the Company at www.electrotherm.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

Particulars of investments made, loans given and guarantee given as covered under the section 186 of the Companies Act, 2013, has been provided in Note No. 5, 6 and 30 of the notes to the financial statement which form part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee. The Board of Directors on the recommendation of Corporate Social Responsibility (CSR) Committee had approved the Corporate Social Responsibility Policy. The CSR policy is available on the website of the company at www.electrotherm.com. The composition and terms of reference of the Committee are detailed in the enclosed Corporate Governance Report.

Since the Company has incurred losses during three immediately preceding financial years, the Company is not required to incur any expenditure on CSR activities. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as “Annexure -B” to this report.

RELATED PARTY TRANSACTIONS:

The Company has pursuant to the approval of the shareholders through special resolution under Section 188 of the Companies Act, 2013, entered into related party transactions on arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the Company’s website at www.electrotherm.com. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. The details of transaction with related parties for the financial year ended on 31^st March, 2018 is given in Note No. 38 of the financial statements of the Company.

FIXED DEPOSIT:

During the financial year 2017-18, the Company has not accepted any deposit within the meaning of section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further there are no outstanding deposits as on 31^st March, 2018.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to section 134(3)(c) of the Companies Act, 2013, the Directors state that :

a) in the preparation of the annual accounts for the financial year ended on 31^st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) the Directors had 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 financial year and of the profit or loss of the company for that period;

c) the Directors had 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 frauds and other irregularities;

d) the Directors had prepared the Annual Accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and.

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS’ REPORT:

* Statutory Auditor:

Pursuant to the provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Hitesh Prakash Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 127614W), were appointed as Statutory Auditors of the Company at the 31^st Annual General Meeting held on 5^th September, 2017 for a term of five (5) years beginning from the conclusion of the 31^st Annual General Meeting till the conclusion of the 36^th Annual General Meeting, subject to ratification of the appointment by the Members at every subsequent Annual General Meeting. However, as per the notification of the Ministry of Corporate Affairs (“MCA”) dated 7^th May, 2018, Section 139 of the Companies Act, 2013 was amended by the Companies (Amendment) Act, 2017 and as per the amendment of Companies (Audit and Auditors) Second Amendment Rules, 2018, the requirement of annual retification of appointment of the Statutory Auditors has been omitted. Accordingly, the resolution pertaining to ratification of the appointment of M/s. Hitesh Prakash Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 127614W) is not required to be placed before the members at the 32^nd Annual General Meeting.

Auditors’ Report:

In the Independent Auditors’ Report for the year ended on 31^st March, 2018, there are certain matters of emphasis related to winding up petitions, recovery of dues, assignment of debts, balance confirmations etc. The relevant Notes to accounts related to these matters of emphasis are self-explanatory.

With regard to the qualification in the Independent Auditors’ Report for non-provision of interest on Bank loan as account declared as Non-Performing Assets (NPA) for the total amount of Rs. 752.04 Crores, the Board of Directors submits that the loan accounts of the Company have been classified as NonPerforming Assets (NPA) by the Bankers and some of the Bankers has not charged interest on the said accounts and therefore provision for interest has not been made in the books of accounts. The quantification has been done only for the loans which have not been settled.

* Cost Auditor:

Pursuant to the consent and certificate received from M/s V. H. Savaliya & Associates, Cost Accountants, Ahmedabad and as per Section 148 and other applicable provisions if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company has on the recommendation of the Audit Committee appointed him as Cost Auditors, to conduct the cost audit of the Company for the financial year ending on 31^st March, 2019, at a remuneration as mentioned in the notice convening the Annual General Meeting, subject to ratification of the remuneration by the Members of the Company.

* Secretarial Auditor:

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Bharat Prajapati & Co., Company Secretaries in Practice to conduct the Secretarial Audit of the Company. The Secretarial Audit Report in Form No. MR-3 is annexed herewith as “Annexure - C” to this Report.

With regard to qualification of the Secretarial Auditor for non reconstitution of Nomination and Remuneration Committee, the same could not immediately reconstituted due to pending approval of the Board of Directors.

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

The information required under the provisions of section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorptions and foreign exchange earnings and outgo is given in “Annexure - D” which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES:

The information required pursuant to section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees are given in “Annexure- E” to this Annual Report.

AUDIT COMMITTEE:

The composition, terms of the reference and number of meetings & attendance at the Audit Committee held during the financial year is covered in the enclosed Corporate Governance Report.

RISK MANAGEMENT POLICY:

The Risk Management Policy adopted by the Board of Directors of the Company covers the various criteria for identification of key risk, action plans to mitigate those risks, review and reporting of identified risks on periodical basis etc.

In the opinion of the Board of the Directors of the Company, there are elements of risks in the nature of legal cases related to winding up petitions, recovery of dues and possession of assets which may threaten the existence of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

Presently, there are certain significant and material orders passed by the regulator / court / tribunal impacting the going concern status and company’s operations in future as mentioned in Note No. 33 of the standalone financial statements in respect of winding up petitions, recovery cases and attachment of properties against the Company.

CORPORATE GOVERNANCE:

In compliance with the provisions of Listing Regulations, a separate report on Corporate Governance along with a certificate from a Practicing Company Secretary regarding the status of compliance of conditions of corporate governance forms a part of this report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly the Board of Directors has formulated Whistle Blower Policy/Vigil Mechanism policy in compliance with the provision of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details of the Whistle Blower Policy/ Vigil Mechanism are explained in the Corporate Governance Report. The Policy of vigil Mechanism of the company is available on the website of the Company at www.electrotherm.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Part B of Schedule V of the Listing Regulations, Management Discussion and Analysis Report is annexed after the Directors’ Report and form a part of this report.

EXTRACT OF ANNUAL RETURN:

Pursuant to section 143(3)(a) and section 92(3) of the Companies Act, 2013, the extract of the Annual Return in Form No. MGT-9 is annexed herewith as “Annexure - F” and forms a part of this report and same is also available on the website of the Company at www. electrotherm.com.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has put in place adequate internal financial controls with reference to the financial statements. During the financial year, such internal financial controls were operating effectively and it is commensurate with the size, scale and complexity of the Company and the nature of business of the Company.

OTHER DISCLOSURES:

a) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

b) The Company has not issued sweat equity shares to its directors or employees.

c) The Company does not have any Employees Stock Option Scheme for its Employees/Directors.

d) The Auditors has not reported any frauds under sub-section (12) of Section 143 of the Companies Act, 2013.

e) Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained by the Company.

f) The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the financial year, the Company has not received any complaints under the said Act.

APPRECIATION:

Your Directors wish to place on record their appreciation for the valuable co-operation and support received from the customers and suppliers, various financial institutions, banks, government authorities, auditors and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors

Electrotherm (India) Limited

Mukesh Bhandari

Place : Palodia Chairman

Date : 14^th August, 2018 (DIN: 00014511)

---

Mar 31, 2016

DIRECTORS'' REPORT

To,

The Members

Electrotherm (India) Limited

The Directors have pleasure in presenting the 30^th Annual Report on the business and operations of the Company and Audited Financial Statements for the year ended on March 31, 2016.

FINANCIAL SUMMARY OR HIGHLIGHTS:

The standalone financial performance of the Company for the year ended on 31^st March, 2016 is summarized below:

(Rs. In Crores)

Particulars	2015-2016	2014-2015
Total Revenue	1866.66	1833.26
Total Expenses	1928.36	2122.08
Loss before Depreciation, Finance Cost & Tax	(61.70)	(288.82)
Less : Depreciation& Amortization	143.06	146.18
Finance Cost	13.55	6.37
Loss before Tax	(218.31)	(441.37)
Less : Wealth Tax	0.00	(0.02)
Add / (Less) : Prior period adjustments	0.00	0.88
Loss for the Year	(218.31)	(440.51)

STATE OF THE COMPANY''S AFFAIRS AND OPERATIONS:

The Company is engaged in the business of manufacturing induction furnaces, TMT Bars, Ductile Iron Pipes, Electric Two Wheelers and Electric Three Wheelers etc.

During the year ended on March 31, 2016, the total revenue of the company was Rs. 1866.66 Crores compared to Rs. 1833.26 Crores of previous financial year. The net loss for the current financial year was Rs. 218.31 Crores compared to Rs. 440.51 Crores of previous financial year. A detailed analysis of performance for the year is included in the Management Discussion and Analysis, which forms part of this Annual Report.

CHANGE IN NATURE OF BUSINESS:

During the financial year, there was no change in the nature of business carried out by the Company.

TRANSFER TO RESERVES:

In view of losses incurred by the company during the financial year, no amount has been transferred to the General Reserve.

DIVIDEND:

In view of losses incurred by the Company during the financial year, the Board of Directors of the Company do not recommend any dividend on Equity Shares and on Preference Shares for the year ended on March 31, 2016.

ALLOTMENT OF PARTIALLY CONVERTIBLE PARTIALLY REDEEMABLE PREFERENCE SHARES:

During the financial year, as per the terms and conditions of the settlement with Edelweiss Asset Reconstruction Company Limited ("EARC") and approval of the shareholders through postal ballot, the Company has issued and allotted 2,85,90,000 Partially Convertible Partially Redeemable Preference Shares ("PCPRPS") to Edelweiss Asset Reconstruction Company Limited (As trustee of EARC Trust SC 30) on 22^nd August, 2015 as per SEBI (ICDR) Regulations, 2009, inter alia, on following terms:

(i) Such number of PCPRPS shall be converted into such proportionate number of Equity Shares based on the conversion price on the Conversion Date in such a manner so the post conversion equity capital of EARC shall not exceed 10% of total post conversion paid up Equity capital of the company and balance PCPRPS which will not get converted into equity shares shall be continue as Non convertible redeemable preference shares and shall carry 0% Coupon Rate and shall be redeemed/re-purchased on such date as determined by the board but not later than a period exceeding three years.

(ii) As per the terms of issue and allotment of PCPRPS, the ''Conversion Date'' is the date on which the PCPRPS are eligible to convert into Equity Shares of the Company, which for all purposes shall be the last date of 18 month from the date of allotment of PCPRPS.

(iii) The Company shall take all steps to convert the PCPRPS held by the PCPRPS holder into Equity Shares of '' 10/- each and balance continued as Non convertible redeemable Preference shares of '' 10/- each and deliver the Equity Shares/Non-Convertible redeemable Preference Shares without any additional act or deed being required to be performed by the PCPRPS holder.

The PCPRPS were allotted to EARC as per the terms and conditions of the settlement, on conversion of loan amount of Rs. 28.59 Crores. As such, no fund was raised by the Company on issue and allotment of PCPRPS.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANICAL POSITION AFTER THE END OF FINANCIAL YEAR:

After the end of financial year and till the date of this report, the Company has repaid the entire settlement amount of Rs. 12.50 Crores to ICICI Bank Limited against outstanding amount of Rs. 55.97 Crores as per books of accounts of the Company. In view of settlement with ICICI Bank Limited, the debt of the Company as per books of accounts is reduced by Rs. 43.47 Crores.

Further Punjab National Bank and Allahabad Bank have assigned their outstanding dues of the Company to Invent Assets Securitization & Reconstruction Private Limited ("Invent") and the Company has entered into settlement with Invent. As per the settlement with Invent, the repayment of outstanding dues of Punjab National Bank for settlement amount of Rs. 71.60 Crores against principal outstanding amount of Rs. 184.69 Crores and outstanding dues of Allahabad Bank for settlement amount of Rs. 108.39 Crores against principal outstanding amount of Rs. 278.21 Crores, to be paid within a period of 5 (five) years as per the settlement terms & conditions.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated financial statements of the Company for the financial year 2015-16 are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and Listing Agreement / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), which form part of this Annual Report.

SUBSIDIARY COMPANIES:

The company has the following subsidiaries as on 31^st March, 2016:

1. Hans Ispat Ltd.

2. Shree Hans Papers Limited

3. Shree Ram Electro Cast Limited

4. ET Elec-Trans Limited

5. Bhaskarpara Coal Company Ltd.

6. Jinhua Indus Enterprises Ltd.

7. Jinhua Jahari Enterprises Ltd.

8. Electrotherm Mali SARL

Pursuant to section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statement including the highlights of the performance of the subsidiary companies in Form AOC-1 is attached as "Annexure - A" to this Report. Hans Ispat Limited, wholly owned material subsidiary of the Company is a major contributor to the consolidated performance of the Company.

Pursuant to the section 136 of the Companies Act, 2013, the financial statements of the company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the company www.electrotherm.com.

During the financial year 2015-2016, none of the companies have become or ceased to subsidiaries, joint ventures or associate companies. NUMBER OF BOARD MEETINGS:

During the financial year 2015-16, 10 (Ten) Board Meetings were held and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. Details of the composition of the Board and its Committees and of the meetings held, attendance of the Directors at such meetings and other relevant details are provided in the Corporate Governance report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

- Retirement by Rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Avinash Bhandari (DIN: 00058986), Jt. Managing Director & CEO, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

- Appointment & Cessation of Directors

During the financial year, Mrs. Nita Mukati (DIN 07161844) resigned from directorship on 2^nd June, 2015 due to pre-occupation.

Pursuant to the provisions of section 161 of the Companies Act, 2013 and the Rules farmed there under, the Board of Directors has appointed Ms. Kruti Shukla (DIN 07298899) as an Additional Woman Director of the Company in the category of Independent & Non Executive Director with effect from 30^th September, 2015.

Ms. Kruti Shukla shall hold office up to date the ensuing Annual General Meeting. The Company has received a notice in writing from a member proposing the candidature of Ms. Kruti Shukla for appointment as a Director. Your Directors recommend her appointment as a Director of the Company.

- Key Managerial Personnel

During the financial year, Mr. Jigar Shah, Company Secretary has resigned with effect from 14^th August, 2015 and Mr. Fageshkumar Soni was appointed as Company Secretary with effect from 1^st October, 2015.

Except above, there was no change in the Key Managerial Personnel during the year.

- Declaration of Independence

The Company has received declaration of Independence as stipulated under section 149(7) of the Companies Act, 2013 and Regulation 16(b) of the Listing Regulations from all Independent Directors confirming that they meet the criteria of independence and not disqualified from appointment / continuing as an Independent Director.

- Annual Evaluation of Board''s Performance:

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Listing Regulations, the Board of Directors has carried out the annual performance evaluation of itself, the Directors individually as well as the evaluation of its committees. The manner in which the evaluation was carried out is provided in the Corporate Governance Report, which is part of this Annual Report.

- Nomination and Remuneration Policy:

The Board of Directors of the Company has, on recommendation of the Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Annual Report. The said policy is available on the website of the Company at www.electrotherm.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

Particulars of investments made and loans given covered under the section 186 of the Companies Act, 2013, has been provided in Note No. 2.10, 2.11 and 2.16 of the notes to the financial statement which form part of this Annual Report. The company has not given any guarantee during the financial year.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee. The Board of Directors on the recommendation of Corporate Social Responsibility (CSR) Committee had approved the Corporate Social Responsibility Policy. The CSR policy is available on the website of the company at www.electrotherm.com. The composition and terms of reference of the Committee are detailed in the enclosed Corporate Governance Report.

Since the Company has incurred losses during three immediately preceding financial years, the Company is not required to incur any expenditure on CSR activities. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as "Annexure -B" to this report.

RELATED PARTY TRANSACTIONS:

The Company has pursuant to the approval of the shareholders through special resolution under Section 188 of the Companies Act, 2013, entered into related party transactions on arm''s length basis.

The details of contracts or arrangements with related parties for the financial year ended on March 31, 2016 is given in Note No. 2.35 of the financial statements of the Company.

FIXED DEPOSIT:

During the financial year 2015-16, the Company has not accepted any deposit within the meaning of section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further there are no outstanding deposits as on 31^st March, 2016.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 134(3)(c) of the Companies Act, 2013, the Directors state that :

a) in the preparation of the annual accounts for the financial year ended on March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) the Directors had 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 financial year and of the loss of the company for that period ;

c) the Directors had 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 frauds and other irregularities;

d) the Directors had prepared the Annual Accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and.

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS'' REPORT:

- Statutory Auditor:

M/s. Mehta Lodha & Co., Chartered Accountants (Firm Registration No. 106250W), Ahmedabad, statutory auditors of the company, retires at the forthcoming Annual General Meeting and are eligible for re-appointment. The company has received the consent and certificate from the retiring auditors to the effect that their re-appointment as statutory auditors, if made, would be in accordance with the prescribed conditions and he satisfies the criteria provided in section 141 of the Companies Act, 2013.

The Board of Directors on the recommendation of the Audit Committee, recommends the re-appointment of M/s. Mehta Lodha & Co., Chartered Accountants as the statutory auditors of the company.

In the Independent Auditors'' Report for the year ended on 31^st March, 2016, there are certain matters of emphasis related to winding up petitions, recovery of dues, reference to BIFR, pending judgment of the Supreme Court of India, assignment of debts, balance confirmations, disputed amounts etc. The relevant Notes to accounts related to these matters of emphasis are self-explanatory.

With regard to the qualification in the Independent Auditors'' Report for non-provision of interest on NPA accounts of banks of Rs. 683.08 Crores and that the exact amounts of the said non provisions are not determined and accounted for by the Company, the Board of Directors submits that the loan accounts of the Company have been classified as Non-Performing Assets (NPA) by the Bankers and some of the Bankers has not charged interest on the said accounts and therefore provision for interest has not been made in the books of account. The quantification of Rs.683.08 Crores has been done only for the loans which have not been settled.

- Cost Auditor:

Pursuant to the consent and certificate received from M/s V. H. Savaliya & Associates, Cost Accountants, Ahmedabad and as per Section 148 and other applicable provisions if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company has on the recommendation of the Audit Committee appointed him as Cost Auditors, to conduct the cost audit of the Company for the financial year ending on March 31, 2017, at a remuneration as mentioned in the notice convening the Annual General Meeting, subject to ratification of the remuneration by the Members of the Company.

- Secretarial Auditor:

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Bharat Prajapati & Co., Company Secretaries in Practice to conduct the Secretarial Audit of the Company. The Secretarial Audit Report in Form No. MR-3 is annexed herewith as "Annexure - C" to this Report.

With regard to the observation / qualification in the Secretarial Audi Report and Certificate of Corporate Governance for the financial year ended on March 31, 2016 related to non-appointment of Woman Director / Independent Director for certain period, the Board of Directors submits that the Company has now appointed the Woman Director / Independent Director and is in compliance with the provisions of the Companies Act, 2013 / Listing Regulations.

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

The information required under the provisions of section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorptions and foreign exchange earning and outgo is given in "Annexure - D" which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES:

The information required pursuant to section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees are given in "Annexure- E" to this Annual Report.

AUDIT COMMITTEE:

The composition, terms of the reference and number of meetings & attendance at the Audit Committee held during the financial year is covered in the enclosed Corporate Governance Report.

RISK MANAGEMENT POLICY:

The Risk Management Policy adopted by the Board of Directors of the Company covers the various criteria for identification of key risk, action plans to mitigate those risks, review and reporting of identified risks on periodical basis etc.

In the opinion of the Board of the Directors of the Company, there are elements of risks in the nature of legal cases related to winding up petitions, recovery of dues, pending judgment of Hon''ble Supreme Court and Reference to BIFR on account of erosion of the net worth of the Company, which may threaten the existence of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

Presently, there are certain significant and material orders passed by the regulator / court / tribunal impacting the going concern status and company''s operations in future as mentioned in Note No. 2.27 of the standalone financial statements in respect of winding up petitions and recovery cases against the Company, Note No. 2.28 in respect of filing of Reference to BIFR on account of erosion of the net worth of the Company and Note No. 2.29(f) relating to pending judgment of Hon''ble Supreme Court of India.

CORPORATE GOVERNANCE:

In compliance with the provisions of Listing Regulations, a separate report on Corporate Governance along with a certificate from a Practicing Company Secretary regarding the status of compliance of conditions of corporate governance forms a part of this report. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly the Board of Directors has formulated Whistle Blower Policy/Vigil Mechanism policy in compliance with the provision of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details of the Whistle Blower Policy/Vigil Mechanism are explained in the Corporate Governance Report. The Policy of vigil Mechanism of the company is available on the website of the Company at www.electrotherm.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Part B of Schedule V of the Listing Regulations, Management Discussion and Analysis Report is annexed after the Directors'' Report and form a part of this report.

EXTRACT OF ANNUAL RETURN:

Pursuant to section 143(3)(a) and section 92(3) of the Companies Act, 2013, the extract of the Annual Return in Form No. MGT-9 is annexed herewith as "Annexure - F" and forms a part of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has put in place adequate internal financial controls with reference to the financial statements. During the financial year, such internal financial controls were operating effectively and it is commensurate with the size, scale and complexity of the Company and the nature of business of the Company.

OTHER DISCLOSURES:

a) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

b) The Company has not issued sweat equity shares to its directors or employees.

c) The Company does not have any Employees Stock Option Scheme for its Employees/Directors.

d) The Auditors has not reported any frauds under sub-section (12) of Section 143 of the Companies Act, 2013.

e) During the financial year, the Company has not received any complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

APPRECIATION:

Your Directors wish to place on record their appreciation for the valuable co-operation and support received from the customers and suppliers, various financial institutions, banks, government authorities, auditors and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors

Mukesh Bhandari

Place : Palodia Chairman

Date : 11^th August, 2016 (DIN:00014511)

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report on the business and operations of your Company and Audited Financial Statements for the year ended on 31st March, 2014.

Financial Results

The Financial year 2013-2014 was consisting of 6 (Six) months for the year ended on 31st March, 2014 and as such all references to financial year 2013-2014 in this Directors'' Report and Annual Report is to be read as year of 6 (six) months starting from 1st October, 2013 and ending on 31st March, 2014. Hence figures of the financial year 2013-2014 are not comparable with figures of previous financial year 2012-2013.

(Rs. In Crore)

Particulars 2013-2014 2012-2013 (Six Months) (Twelve Months)

Total Revenue 662.20 1,060.42

Loss before Depreciation, Finance Costs & Tax (364.91) (494.23)

Less : Depreciation 69.39 138.83

Finance Costs 1.89 101.55

Loss before exceptional and extra ordinary items and tax (A-B) (293.63) (253.85)

Exceptional items & Extraordinary Items (27.54) 0.00

Loss before Tax (321.17) (253.85)

Less : Wealth Tax 0.02 0.03

Loss after Tax / Deferred Tax (321.19) (253.88)

Add / (Less) : Prior period adjustment 0.03 (0.01)

Loss for the period / year (321.16) (253.89)

Surplus brought forward (824.92) (571.03)

Balance (1146.08) (824.92)

Less : Transfer to General Reserve - -

Balance carried to Balance Sheet (1146.08) (824.92)

Dividend

In view of losses incurred by the Company during the year, the Board of Directors of the Company do not recommend any Dividend on Equity Shares and on Preference Shares for the year ended on 31st March, 2014.

Operations

During the period of 6 months for the year ended on 31st March, 2014, the total revenue of the Company is Rs. 662.20 Crores. The Loss for the period of 6 months for the year ended on 31st March, 2014 is Rs. 321.16 Crores.

Directors

Pursuant to the provisions of the Companies Act, 2013 and Articles of Association of the Company Mr. Avinash Bhandari, Joint Managing Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Mr. Nilesh Desai has resigned from directorship on 16th May, 2014. The Board places on record its appreciation for the services rendered by them during their tenure as members of the Board of Directors of the Company.

The Term of Mr. Mukesh Bhandari - Managing Director designated as Chairman, Mr. Shailesh Bhandari , Managing Director and Mr. Avinash Bhandari - Joint Managing Director has expired on 31st January, 2014. They being eligible have offered themselves for re-appointment and the resolution has been placed for approval of Member.

Mr. Ram Singh and Mr. Pradeep Krishna Prasad, Independent Directors, whose period of office was liable to determination by retirement of Directors by rotation under the erstwhile applicable provision of the Companies Act, 1956 are being appointed as Independent Director for a term of five consecutive years. Notice under section 160 of the Companies, Act, 2013 have been received from Members signifying their intention to propose their candidature as directors of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

As required under Clause 49 of the Listing Agreement with stock exchanges, the details of Directors seeking appointment/re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting.

Corporate Social Responsibility (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee. Mr. Shailesh Bhandari is the Chairman and Mr. Avinash Bhandari and Mr. Pradeep Krishna Prasad are the Members of the Committee. The said committee has been entrusted with the responsibility of formulating and recommending to the Board a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company.

Subsidiary Companies

As on 31st March, 2014, the Company has 8 (Eight) subsidiary company in India and outside India. Pursuant to the General Circular issued by the Ministry of Corporate Affairs, Government of India copies of Balance Sheet, Statement of Profit and Loss, Report of the Board of Directors and the Report of the Auditors of subsidiary companies have not been attached with the annual accounts of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular.

The annual accounts of the subsidiary companies and the related information are available for inspection by any shareholder at the registered office of the Company during business hours and make them available upon the request by any shareholder of the Company.

Consolidated Financial Statements

Pursuant to clause 32 and 41 of the Listing Agreement and Accounting Standard 21 issued by the Institute of Chartered Accountants of India, the Board of Directors have pleasure in attaching the Audited Consolidated financial statements including the financial statements of subsidiary companies.

Fixed Deposit

The Company has neither accepted nor invited any deposit from public, within the meaning of section 58 and 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended, during the year under review.

Directors'' Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

1. In the preparation of the annual accounts for the year ended on 31st March, 2014, the applicable accounting standards have been followed by the company along with proper explanation relating to material departures, if any from the same;

2. Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the loss of the company for that period;

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

4. The Annual Accounts for the financial year ended on 31st March, 2014 have been prepared on a going concern basis.

Cost Auditor

The Board of Directors of your Company have on the recommendation of the Audit Committee appointed M/s. V. H. Savaliya & Associates, Cost Accountants, Ahmedabad, as Cost Auditors, to conduct the cost audit of your Company for the financial year ending 31st March, 2015, at a remuneration as mentioned in the Notice convening the AGM, subject to ratification of the remuneration by the Members of your Company.

The Audit Committee has received a Certificate from the Cost Auditors certifying their Independence and arm''s length relationship with your Company. The Cost Audit Report for the financial year 2012-13 was filed with Central Government.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

The additional information required under the provisions of 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 is given in Annexure - "A" which forms part of this Annual Report.

Particulars of Employees

There are no employees within the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended. Hence, no information is required to be appended to this Report in this regard.

Corporate Debt Restructuring ("CDR") & BIFR Application

The CDR Cell has approved CDR Package of the Company on CDR EG Meeting dated November 14, 2013 and issued letter conveying approval on February 03, 2014. As Per CDR Directives as described in Letter of Approval under the head of "Critical conditions" the company has filed reference to BIFR on February 28, 2014. Since net worth of the Company is fully eroded, it was obligatory at the company''s end to file reference to BIFR. The Monitoring Institution i.e. Bank of India has informed the Company vide their letter dated 24th April, 2014 that they have decided the withdrawal of the case under CDR mechanism.

Corporate Governance

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. Pursuant to Clause 49 of the Listing Agreement, a Corporate Governance Report along with a Certificate from the Auditors confirming the compliance is annexed and forms a part of this report.

Management Discussion and Analysis Report

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis Report is annexed after the Directors'' Report and form a part of this report.

Auditors

M/s. Mehta Lodha & Co., Chartered Accountants, Ahmedabad, Statutory Auditors of the Company, retires at the forthcoming Annual General Meeting and the Company has received a certificate pursuant to Section 141(3)(g) of the Companies Act, 2013 from them to effect that their re-appointment, if made, will be in accordance with the limit as specified in the said section and that they are not disqualified for re-appointment.

Auditors Report

There are certain reservations, qualifications or adverse remarks in the Auditors'' Report for the period ended on 31st March, 2014. The Board of Directors of the Company would like to clarify/explain the same as under:

1. The winding up petitions and recovery cases against the company have been contested by the Company before the statutory authorities including Courts/Tribunals and hence in our opinion the said legal cases would not affect the going concern concept of accounting to the Company.

2. The CDR Cell has approved CDR Package of the Company on CDR EG Meeting dated November 14, 2013 and issued letter conveying approval on February 03, 2014. As Per CDR Directives as described in Letter of Approval under the head of "Critical conditions" the company has filed reference to BIFR on February 28, 2014. Since net worth of the Company is fully eroded, it was obligatory at the company''s end to file reference to BIFR. The Monitoring Institution i.e. Bank of India has informed the Company vide their letter dated 24th April, 2014 that they have decided the withdrawal of the case under CDR mechanism.

3. A special Civil Application in the nature of PIL was filed in the year 2010 against the company before Hon''ble Gujarat High Court challenging the Environment Clearance for expansion of steel plant and No objection Certificate (NOC) & consolidation consent and authorization. Gujarat High Court on May 11, 2012 set aside the environment clearance with liberty to Company to apply once again and to stop the operation of the steel Plant. The Company has filed a Special Leave Petition (SLP) in the Hon''ble Supreme Court, Challenging the High Court order. After hearing, the Hon''ble Supreme Court of India on May 18, 2012 stayed the order passed by the Hon''ble Gujarat High Court. All the parties to the petition have filed their reply before the Hon''ble Supreme Court of India and now hon''ble Supreme Court of India directed the Central pollution Control Board of India and Gujarat Pollution Control Board to make joint inspection & submit the report. They have submitted the report to Hon''ble Supreme Court. The Next date for listing is 16.09.2014.

4. The Company has contested with the Excise Department and is hopeful of recovering the terminal excise duty of Rs.1.58 crore and shall also be able to recover the advance of Rs.12.23 crore on resolution of the dispute. In case of VAT liability with Maharashtra Sales Tax Department the company has contested the liability and is hopeful of recovering the advance payment of Rs.40.00 Million from Maharashtra Sale Tax Department in due course. The old Vat Input Credit Receivable is hopeful of its reliasation. Regarding VAT Assessment order 2009-2010 for Tax liability of Rs.5.94 crores. The Company has filed an appeal and hopeful to recover from the statutory authority.

5. With regard to additional disclosures in relation to financial statements, management thins it is sufficient to disclose the same in note no.2.31 of notes to accounts.

6. With regard to the third party Balance Confirmation and its classification and other issue affecting the financial statements, to the extent stated therein, the management is taking all necessary steps, so that the confirmation of the third parties are obtained and establish proper mechanism to reconcile inter departmental transactions.

With regards to slow moving inventories, the company has valued on estimate net realizable value.

With regards to capital work in progress, the said may required further investment to bring them into commercial use and therefore these are not treated as impaired assets.

7. With regards to fixed assets of other Plants are required to be physically verified and to be reconciled with the records, the management is of the view that the Company has appointed RSM Astute Consulting (Guj.) Pvt. Limited as a Internal Auditor and they make physical verification of other plant and make audit of the same.

8. With regards to defaulted in repayment of dues (including interest) to financial institution and banks, the same is mentioned in point no. 2 of the above.

Appreciation

Your Directors wish to place on record their appreciation for the valuable co-operation and support received from the Customers and Suppliers, various Financial Institutions, Banks, Government Authorities, Auditors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company.

For and on behalf of the Board

Place : Ahmedabad Mukesh Bhandari Date : 13th August, 2014 Chairman

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Sep 30, 2013

To, The Members

The Directors have pleasure in presenting the 27th Annual Report on the business and operations of your Company and Audited Financial Statements for the year ended on 30th September, 2013.

Financial Results

The Financial year 2012 2013 was consisting of 12 (twelve) months year ended on 30th September, 2013 and as such all references to financial year 2012 2013 in this Directors'' Report and Annual Report is to be read as year of 12 (twelve) months starting from 1st October, 2012 and ending on 30th September, 2013. Hence figures of the financial year 2012 2013 are not comparable with figures of previous financial year 2011 2012.

(Rs.In Million)

Particulars 2012-2013 2011-2012 (Twelve Months) (Eighteen Months)

Total Revenue 10616.38 22718.60

Loss before Depreciation, Finance Costs & Tax (134.76) (1418.44)

Less :Depreciation 1388.30 1991.82

Finance Costs 1015.46 4740.34

Loss before Tax (2538.52) (8150.60)

Less :Current Tax & Wealth Tax 0.25 0.23

Deferred Tax 0 (865.12)

Loss after Tax / Deferred Tax (2538.77) (7285.71)

Add / (Less) : Prior period adjustment (0.12) (6.82)

Loss for the period / year (2538.89) (7292.53)

Surplus brought forward (5710.25) 1582.28

Balance (8249.14) (5710.25)

Less :Transfer to General Reserve

Balance carried to Balance Sheet (8249.14) (5710.25)

Dividend

In view of losses incurred by the Company during the year, the Board of Directors of the Company does not recommend any Dividend on Equity Shares and on Preference Shares for the year ended on 30th September, 2013.

Operations

During the year ended on 30th September, 2013, the total revenue of the Company is Rs. 10616.38 Million compared to revenue of Rs. 22718.60 Million of previous financial year. The Loss for the year is Rs. 2538.89 Million against the Loss of Rs. 7292.53 Million of the previous financial year.

Directors

In accordance with the provisions of section 256(1) of the Companies Act, 1956 and the Article 153 of the Articles of Association of the Company, Mr. Shailesh Bhandari, Managing Director, Mr. Nilesh Desai, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re appointment.

Mr. Narendra Dalal has resigned from directorship on 31st December, 2012. The Board places on record its appreciation for the services rendered by them during their tenure as members of the Board of Directors of the Company.

Subsidiary Company

As on 30th September, 2013, the Company has 8 (Eight) subsidiary company in India and outside India. Pursuant to the general exemption granted by the Ministry of Corporate Affairs, Government of India vide General Circular No. 2/2011 dated 8th February, 2011, copies of Balance Sheet, Statement of Profit and Loss, Report of the Board of Directors and the Report of the Auditors of subsidiary companies have not been attached with the annual accounts of the Company under section 212 of the Companies Act, 1956. As required under the above said circular, a statement containing the information of subsidiaries is attached and forms part of this Annual Report.

The annual accounts of the subsidiary companies and the related information are available for inspection by any shareholder at the registered office of the Company during business hours and make them available upon the request by any shareholder of the Company.

Consolidated Financial Statements

Pursuant to clause 32 and 41 of the Listing Agreement and Accounting Standard 21 issued by the Institute of Chartered Accountants of India, the Board of Directors has pleasure in attaching the Audited Consolidated financial statements including the financial statements of subsidiary companies.

Fixed Deposit

The Company has neither accepted nor invited any deposit from public, within the meaning of section 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

Directors'' Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

1. In the preparation of the annual accounts for the year ended on 30th September, 2013, the applicable accounting standards have been followed by the company along with proper explanation relating to material departures, if any;

2. Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the loss of the company for that period;

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

4. The Annual Accounts for the financial year ended on 30th September, 2013 have been prepared on a going concern basis.

Cost Auditor

Pursuant to section 233B of the Companies Act, 1956, the Board of Directors at its meeting held on 27th November, 2012 based on the audit Committee recommendations, appointed M/s. V. H. Savaliya & Associates, Cost Accountants, Ahmedabad as a cost auditor to conduct cost audit of "Steel Plant", "Tractors & other Motor Vehicles" (including automotive components)" and "Engineering Machinery (including electrical & electronic product)" for the financial year 2012 13. The said appointment has been approved by the Central Government.

The Cost Audit Report for the financial year 2011 12 was filed with Central Government.

Based on the Audit Committee recommendations, Board of Directors has re appointed M/s. V. H. Savaliya & Associates, Cost Accountants, Ahmedabad as cost auditor to conducting the cost audit of "Steel Plant", "Tractors & other Motor Vehicles" (including automotive components)" and "Engineering Machinery (including electrical & electronic product)" for the financial year 2013 14.

Particulars of Employees

There are no employees within the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended. Hence, no information is required to be appended to this Report in this regard.

Corporate Debt Restructuring ("CDR")

The Company has approached the lenders to restructure the entire debt of the company. In accordance to the guideline for corporate Debt restructuring (CDR) Issued by Reserve Bank of India, the flash report of the company was discussed at CDR Empowered Group(EG) meeting and the reference for restructuring of the debt of the company was admitted with CDR Cell on August 23/24, 2012 with cut off date as January 1, 2012. But the scheme was not be finalized due to unavoidable circumstance. Bank of India the referring institution submitted a Memorandum dated July 20, 2013 for re entry of the company in CDR, the flash cum final report of the company with revised cutoff date (i.e. March 31, 2013) was submitted to CDR Cell in accordance with the guidelines for Corporate Debt Restructuring issued by the Reserve Bank of India. The final scheme had been discussed at the CDR EG Meeting and the reference to restructuring of the debt of the Company was readmitted on August 23, 2013. The final CDR package will be approved by CDR EG soon.

Corporate Governance

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. Pursuant to Clause 49 of the Listing Agreement, a Corporate Governance Report along with a Certificate from the Auditors confirming the compliance is annexed and forms a part of this report.

Management Discussion and Analysis Report

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis Report is annexed after the Directors'' Report and form a part of this report.

Auditors

M/s. Mehta Lodha & Co., Chartered Accountants, Ahmedabad, Statutory Auditors of the Company, retires at the forthcoming Annual General Meeting and the Company has received a certificate pursuant to Section 224(1B) of the Companies Act, 1956 from them to effect that their re appointment, if made, will be in accordance with the limit as specified in the said section and that they are not disqualified for re appointment within the meaning of Section 226 of the said Act.

Auditors Report

There are certain reservations, qualifications or adverse remarks in the Auditors'' Report for the period ended on 30th September, 2013. The Board of Directors of the Company would like to clarify / explain the same as under:

1. The winding up petitions and recovery cases against the company have been contested by the Company before the statutory authorities including Courts/Tribunals and hence in our opinion the said legal cases would not affect the going concern concept of accounting to the Company.

2. The Company has approached the lenders to restructure the entire debt of the Company. In accordance to the guidelines for Corporate Debt Restructuring (CDR) issued by Reserve Bank of India, the flash report of the Company was discussed at CDR Empowered Group (EG) meeting and the reference for restructuring of the debt of the Company was admitted with CDR Cell on August 23/24, 2012 with cutoff date as January 1, 2012. Bank of India the referring Institution submitted a Memorandum dated July 20, 2013 for re entry of the Company in CDR, the flash cum final report of the Company with revised cutoff date (i.e. March 31, 2013) was submitted to CDR Cell in accordance with the guidelines for Corporate Debt Restructuring issued by the Reserve Bank of India. The final scheme had been discussed at the CDR EG Meeting and the reference to restructuring of the debt of the Company was re admitted on August 23, 2013.

3. The Company has contested with the Excise Department and is hopeful of recovering the terminal excise duty of Rs.15.79 million and shall also be able to recover the advance of Rs.122.28 million on resolution of the dispute. In case of VAT liability with Maharashtra Sales Tax Department the company has contested the liability and is hopeful of recovering the advance payment of Rs.40.00 Million from Maharashtra Sale Tax Department in due course. The Input Credit Receivable shall be adjusted on completion of the Project. The Company has incurred heavy losses hence not written off Preliminary expenses of Rs. 0.04 Million and Advertisement expenses of Rs.6.52 Million.

With regard to the third party Balance Confirmation and its classification and other issue affecting the financial statements to the extent stated therein, the management is taking all necessary steps so that the confirmation of the third parties are obtained and establish proper mechanism to reconcile inter departmental transactions. With regards to capital work in progress, the company shall be able to complete all pending projects in current year, hence shall not required provision for impairment of assets. With regard to slow moving inventories The Company has valued it on estimate net realizable value.

The Company is under process of restructuring its debt with banks and financial institution under CDR mechanism and the restructuring package envisages reduction in interest rates with cut off date of March 31, 2013 and further envisages funding of interest for prior period overdue interest, hence the defaulted amount shall be crystallized once the scheme is finalized and shall be converted into fresh loan. Hence in opinion of the management of the company, the matter shall be resolved on receipt of the Letter of Approval (LOA) from CDR EG.

4. The company has initiated the process of updating the records of fixed assets afresh and the Management is of the opinion that it shall be able to comply with the requirement in due course of financial year.

5. The Company has been incurring cash losses since June, 2011 and considering the liquidity crunch at times there have been certain delays in fulfilling statutory payments. The management of the company shall try to pay future statutory dues within statutory time lines.

6. With regard to strengthen the Internal Audit System; the management is of the opinion that RSM astute is the Internal Auditor of the Company. Further concurrent auditors namely M/s. A. L. Chechani & Company and M/s. Mandovara Shah and Associates have been appointed as a joint concurrent auditors as per the advice by the bankers of the Company. The Board of directors is of the view that the appointment of concurrent auditor and internal auditor has strengthened the internal control system substantially which is commensurate with size and nature of business of the Company.

Appreciation

Your Directors wish to place on record their appreciation for the valuable co operation and support received from the Customers and Suppliers, various Financial Institutions, Banks, Government Authorities, Auditors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company.

For and on behalf of the Board

Place: Ahmedabad Mukesh Bhandari

Date:22nd November, 2013 Chairman

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Mar 31, 2011

The Members

The Directors have pleasure in presenting the 25th Annual Report on the business and operations of your Company and Audited Financial Statements for the financial year ended on 31st March, 2011.

FINANCIAL RESULTS:

(Rs. In Millions)

Particulars 2010-2011 2009-2010

Sales and other Income 23114.23 20168.35

Profit before Interest, Depreciation & Tax 3412.19 2859.15

Interest & Financial Charges 1924.82 1332.52

Depreciation 1077.76 723.76

Profit before Tax 409.61 802.87

Provision for Tax 76.14 136.45

Profit after Tax (Before Deferred Tax) 333.47 666.42

Provision for Deferred Tax 50.63 120.39

Profit after Deferred Tax 282.84 546.03

Prior period adjustment 5.41 (8.06)

Profit after prior period adjustment 288.25 537.97

Surplus brought forward 1494.03 1198.05

Balance 1782.28 1736.02

(a) Proposed Dividend on Equity Shares 0.00 28.69

(b) Proposed Dividend on Preference Shares 0.00 7.20

(c) Tax on Dividend 0.00 6.10

(d) Transfer to General Reserves 200.00 200.00

Balance Carried forward 1582.28 1494.03

DIVIDEND

In Order to conserve the financial resources, the Board of Directors of the Company do not recommended any Dividend on Equity Share and on Preference Share for the financial year 2010-11.

OPERATIONS

During the year, your Company has achieved a turnover of Rs. 22968.93 Millions representing an increase of 14.69% over the previous year turnover of Rs. 20027.53 Millions. The Net Profit for the year is Rs. 288.25 Millions as against Rs. 537.97 Millions of the previous year.

EXPORTS

During the year, the Company has achieved Export Turnover of Rs. 611.48 Millions as against Rs. 534.53 Millions. Our Exports are mainly from Engineering & Projects Division. It was marginally increase compared to previous year.

DIRECTORS

In accordance with the provisions of section 256(1) of the Companies Act, 1956 and the Article 153 of the Articles of Association of the Company, Mr. Shailesh Bhandari, Managing Director and Mr. Avinash Bhandari, Joint Managing Director, Dr. Sudhir Kapur, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

During the year, Mr. Ashok Kumar Lahiri was appointed as a Director on 26.10.2010 and resigned on 04.02.2011. ICICI Venture Funds Management Company Limited on July 06 2011 has withdrawn the nomination of Mr. Parth Gandhi as a Nominee Director and Mr. Parth Gandhi has also given his resignation letter on July 06, 2011. The same was received by the Company on July 28, 2011 and the Board of Directors has approved the same on Board meeting held on August 12, 2011. The Board places on record its appreciation for the services rendered by him during his tenure as Member of the Board.

SUBSIDIARIES

As on March 31st, 2011, the Company has the following Subsidiaries namely:

1. ET Elec-Trans Limited

2. Bhaskarpara Coal Company Limited

3. Jinhua Indus Enterprises Limited

4. Jinhua Jahari Enterprises Limited

5. Shree Ram Electrocast Private Limited

6. Hans Ispat Limited

7. Shree Hans Papers Limited

8. Electrotherm Mali SRL

As per Section 212 of the Companies Act, 1956, we are required to attach Directors' report, Auditors' Report, Balance Sheet and Profit and Loss account of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its Circular No.2/2011 dated 08.02.2011 has provided an exemption to Companies from complying with section 212, provided such Companies publish the Audited Consolidated financial statements in the Annual Report. Accordingly the Annual Report 2010-11, does not contain the financial statements of our subsidiaries. The audited annual accounts and related information of our subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at our registered office. The same will also given on our website : www.electrotherm.com

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to clause 41 of the Listing Agreement entered into with Stock Exchanges, the Board of Directors has pleasure in attaching the Audited Consolidated Financial Statements prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India.

FIXED DEPOSIT

The Company has neither accepted nor invited any deposit from public, within the meaning of section 58A and 58AA of the Companies Act, 1956 and the Rules made there under.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

1. In the preparation of the annual accounts for the year ended on 31st March, 2011, the applicable accounting standards have been followed by the company along with proper explanation relating to material departures, if any;

2. Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the company for that period;

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

4. The Annual Accounts have been prepared on a going concern basis.

RESEARCH & DEVELOPMENT

R & D is the back bone of the company and could progress due to focus on new product - process development in line with emerging technology and customer demand. Development activity is primarily addressing energy efficiency, safety apart from user friendliness. R & D manpower is continuously exposed to learn new technology and encouraged to take challenge being demanded by the industry.

The development activity is addressing changing requirement and features in the existing product manufactured and sold by the company. It also addresses the raising needs of the existing customers by way of new equipment or process.

HUMAN CAPITAL DEVELOPMENT AND INTEGRATION WITH BUSINESS PROCESSES IN THE COMPANY

The Company on its journey to build Organizational Capability has taken following initiatives to cope up with change in business environment during the year;

- Communication of Vision, Mission and Values across the Organization.

- Engaged Customer Lab for Strategy Development through implementation of Strategy Map and Balanced Scorecard. Linked Performance Management System to Balanced Scorecard. Linked Variable Pay to performance. Launched Recognition Program to create conducive environment by developing healthy result oriented work culture and promoting collaborative teams.

- Conducted "Organization Pulse Survey" across the organization through KPMG to know the pulse of the organization.

- Rolled out HR Policies to strengthen the HR systems & processes and retain the right talent.

- EBIDTA improvement and operational excellence initiatives taken in Steel Division including development of Maintenance Systems in DIP Division. Strengthen Project Management Capability and launched Total Quality Management Initiatives in E&P Division in partnership with Price Waterhouse Coopers.

- Investment in Training and Development of People for capability building. Launched Induction Training Program.

- Launched Mass-scale Innovation Workshop, an organization wide intervention to convert Vision into Reality.

- Institutionalized Corporate Communication Function to strengthen employee engagement. Launched "Jyoti - People First Bulletin" to bring visibility of various happenings in the company and connect the people.

- Strengthened Enterprise Resource Management capability through implementation of SAP software across the organization.

- Launched Knowledge Management Portal to enhance the organization's performance through the improvement and sharing of organizational knowledge.

- Initiatives to transform Recruitment to Talent Management.

- Designed Organization Structure for all the levels and developed Role Profiles for the various positions.

Industrial Relations were cordial at all locations. In a challenging environment and business conditions, the support from the workforce was positive throughout.

The Company had 02 employees who were in receipt of remuneration of not less than Rs. 60.00 Lacs during the year or Rs. 5.00 Lacs per month during any part of the said year. The information required under section 217(2A) of the Companies Act, 1956 and the Rules made there under is not provided in the Annexure forming part of the Report. In terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary of the Company.

COST AUDITOR

Pursuant to Section 233-B of the Companies Act, 1956 and Circular No. F No. 52/26/cab-2010 dated 02.05.11 and Circular No. F. No.52/ 26/cab-2010 dated 03.05.11 issued by the Ministry of Corporate affairs, Cost Audit Branch ordering the Cost Audit of the Listed Companies for its "Steel Plant" and "Electricity Industry" every year. Hence to comply the said order, the Company has appointed M/s. V.H. Savaliya & Associates, Ahmedabad as a Cost Accountant for the year 2011-12. The Cost Audit Report for the year 2011-12 will be submitted to the Central Government on or before the due date.

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

The additional information required under the provisions of 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 is given in Annexure - "A" which forms part of this Annual Report.

"GROUP" FOR INTER-SE TRANSFER OF SHARES

As required under Regulation 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, person constituting "Group" (within the meaning defined in the Monopolies and Restrictive Trade Practice Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are given in Annexure –"B" which forms part of this Annual Report

CORPORATE GOVERNANCE

Your Company has fully complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. Pursuant to Clause 49 of the Listing Agreement, a Corporate Governance Report along with a Certificate from the Auditors confirming the compliance is annexed and forms a part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis Report are annexed after the Director's Report and forms a part of this report.

AUDITORS & AUDITORS' REPORT

M/s. Mehta Lodha & Co., Chartered Accountants, Ahmedabad, Statutory Auditors of the Company, retires at the forthcoming Annual General Meeting and the Company has received a certificate pursuant to Section 224(1B) of the Companies Act, 1956 from them to the effect that their re-appointment, if made, will be in accordance with the limits as specified in the said section.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/explanation. The Notes to Accounts forming part of the financial statements are self explanatory and needs no further explanation.

APPRECIATION

Your Directors wish to place on record their appreciation for the valuable co-operation and support received from the Customers and Suppliers, various Financial Institutions, Banks, Government Authorities, Auditors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.

For and on behalf of the Board

Place : Ahmedabad Mukesh Bhandari

Date : 12th August, 2011 Chairman & Chief Technology Officer

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Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report on the business and operations of your Company and Audited Financial Statements for the Financial Year ended on 31st March, 2010.

FINANCIAL RESULTS

(Rs. In Millions)

Particulars 2009-2010 2008-2009

Sales and other Income 20168.35 16897.12

Profit Before Interest, Depreciation & Tax 2859.15 2441.14

Interest & Financial Charges 1332.52 1150.47

Depreciation 723.76 517.91

Profit Before Tax 802.87 772.76

Provision for Tax 136.45 93.05

Profit After Tax (Before Deferred Tax) 666.42 679.71

Provision for Deferred Tax 120.39 172.55

Profit After Deferred Tax 546.03 507.15

Prior period adjustment (8.06) 15.31

Profit after prior period adjustment 537.97 522.46

Surplus brought forward 1198.05 917.58

Balance 1736.02 1440.04

(a) Proposed Dividend on Equity Shares 28.69 28.69

(b) Proposed Dividend on Preference Shares 7.20 7.20

(c) Tax on Dividend 6.10 6.10

(d) Transfer to General Reserves 200.00 200.00

Balance Carried forward 1494.03 1198.05

DIVIDEND

In view of the Companys profitable performance, the Director are pleased to recommend dividend of Rs. 2.50 (25%) per equity share of Rs. 10/- each and Rs. 0.60 (6%) per preference share of Rs. 10/- each, subject to approval of shareholders at the 24th Annual General Meeting. The dividend will be paid on 1,14,76,374 Equity Shares at Rs. 2.50 per share aggregating to Rs. 28.69 Millions and on 1,20,00,000 Non-Cumulative Redeemable Preference Shares at Rs. 0.60 per share aggregating to Rs. 7.20 Millions besides applicable Dividend Distribution Tax.

OPERATIONS

During the year, your Company has achieved a turnover of Rs. 20,027 Millions representing an increase of 19.01% over the previous year turnover of Rs. 16,827 Millions. The Net Profit for the year is Rs. 538 Millions as against Rs. 522 Millions of the previous year, showing marginal increase of 2.97%.

CAPITAL PROJECTS

During the year, the Company has successfully commissioned the production of Blast Furnace - II and Ductile Iron Pipe. Alloy Steel Plant is under construction.

EXPORTS

During the year, the Company has achieved export turnover of Rs. 535 Millions as against Rs. 2337 Millions. Our Export is mainly from Engineering & Projects Division, which was affected by global turmoil. Many Companies globally have deferred their capital expenditure resulting in lower order book position. Your Directors expect recovery in the coming year and foresee a good growth in export of its products.

DIRECTORS

In accordance with the provisions of section 256(1) of the Companies Act, 1956 and the Article 153 of the Articles of Association of the Company, Mr. Narendra Dalal, Whole-Time Director, Mr. Ravikumar Trehan and Mr. Nilesh Desai, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Pursuant to Article 231 of the Articles of Association of the Company and pursuant to the Shareholders Agreement executed with ICICI Venture Funds Management Company Limited on 10th March, 2007, the Investor shall have a right to nominate one Director on the Board. The Investor has nominated Mr. Parth Gandhi in place of Mr. Sunay Mathure with effect from 30th May, 2010. The Shareholders are required to kindly confirm his appointment. The Board places on record its appreciation for the services rendered by Mr. Sunay Mathure during his tenure as Member of the Board.

For perusal of the shareholders, a brief resume of each of the directors being appointed or re-appointed are given and forms part of the Notice. Your Directors recommend their re-appointment.

SUBSIDIARIES

As on 31st March 2010, the Company has following Subsidiaries namely :

1. ET Elec-Trans Limited

2. Bhaskarpara Coal Company Limited

3. Jinhua Indus Enterprises Limited (China)

4. Jinhua Jahari Enterprises Limited (China)

As required under section 212 of the Companies Act, 1956, the financial statements of subsidiaries of the Company are attached herewith and forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 41 of the Listing Agreement entered into with Stock Exchanges, the Board of Directors has pleasure in attaching the Audited Consolidated Financial Statements prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India.

ACQUISITIONS

After the successful implementation of the organic growth strategy, your Company has now aggressively earmarked an inorganic growth strategy.

During the year, the Company has acquired plant near Baroda for the Transmission Line Tower during March, 2010. This will help forward integration and entry into value added products made out of MS Angles produced by the Company at its plant at Kutch.

After the closure of Financial Year 2009-2010, in May, 2010, the Company has acquired 100% shareholding of Shree Ram Electrocast Private Limited, a Company having its Registered Office at Kolkata and manufacturing complex at Siruguppa, Bellary, Karnataka, for Pig Iron with installed capacity of 1,20,000 MT per annum and Power Generation Plant of 2.5 MW.

In June, 2010, the Company has acquired 100% shareholding of Hans Ispat Limited, a Kutch – Gujarat based Company having manufacturing facilities for Billet of 84000 TPA, TMT Rolling Mill of 1,20,000 TPA and SS Rolling Mill of 72000 TPA per annum. The Company has also acquired the shareholding in Shree Hans Papers Limited, a subsidiary of Hans Ispat Limited which does not have any operations, except owing land.

As a result, all the three Companies mentioned above have become subsidiaries of the Company during the Financial Year 2010-2011.

FIXED DEPOSIT

The Company has neither accepted nor invited any deposit from public, within the meaning of section 58A and 58AA of the Companies Act, 1956 and the Rules made there under.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

1. In the preparation of the annual accounts for the year ended on 31st March, 2010, the applicable accounting standards have been followed by the Company along with proper explanation relating to material departures, if any;

2. Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Financial Year and of the profit of the Company for that period;

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

4. The Annual Accounts have been prepared on a going concern basis.

RESEARCH & DEVELOPMENT

Your Company, being primarily an engineering Company, is continuously making efforts to explore, learn and absorb emerging technologies. The Company continuously makes investment in tools and equipment to facilitate research. It is also providing training to its employees to facilitate development of new products appropriate for the business of the Company. Energy conservation, safety, user friendliness are some of the key focus area while upgrading or developing new products.

Continuous research and development is going on to enhance the functions of various products manufactured and sold by the Company. The development and up gradation of equipment is carried out with a view to meet the raising needs of the existing customers. Proactive research is also being carried out to impart new features to the various products keeping the future needs of the customers in mind.

HUMAN RESOURCES

Industrial Relations were cordial at all locations. In a challenging environment and business conditions, the support from the workforce was positive throughout.

The Company had 8 employees who were in receipt of remuneration of not less than Rs. 24 lacs during the year or Rs. 2 lacs per month during any part of the said year. The information required under section 217(2A) of the Companies Act, 1956 and the Rules made thereunder is provided in the Annexure forming part of the Report. In terms of section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary.

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

Additional information required under the provisions of 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 is given in Annexure – A which forms part of this Annual Report.

"GROUP" FOR INTER-SE TRANSFER OF SHARES

As required under Regulation 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, person constituting “Group” (within the meaning defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are given in Annexure – B which forms part of this Annual Report.

CORPORATE GOVERNANCE

Your Company has fully complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. Pursuant to clause 49 of the Listing Agreement, a Corporate Governance Report alongwith a Certificate from the Auditors confirming the compliance is annexed and forms a part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis Report is annexed to the Directors Report and forms a part of this Report.

AUDITORS & AUDITORS REPORT

M/s. Mehta Lodha & Co., Chartered Accountants, Ahmedabad, Statutory Auditors of the Company, retires at the forthcoming Annual General Meeting and the Company has received a certificate pursuant to section 224(1B) of the Companies Act, 1956 from them to the effect that their re-appointment, if made, will be in accordance with the limits as specified in the said section.

There are no qualifications or adverse remarks in the Auditors Report which require any clarification/explanation. The Notes to Accounts forming part of the Financial Statements are self explanatory and need no further explanation.

APPRECIATION

Your Directors wish to place on record their appreciation for the valuable co-operation and support received from the Customers and Suppliers, various Financial Institutions, Banks, Government Authorities, Auditors and Shareholders during the Year under review. Your Directors also wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.

For and on behalf of the Board

Place : Palodia Mukesh Bhandari

Date : 13th August, 2010 Chairman & Chief Technology Officer